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8-K - 8-K 2017 11.9.17 ITEMS 2.02 AND 9.01 - ICU MEDICAL INC/DEa8-k11917item202and901.htm


Exhibit 99.1
ICU Medical, Inc. Announces Third Quarter 2017 Results
Company Updates FY 2017 Guidance and Provides Initial FY 2018 EBITDA and Adjusted EPS Guidance

SAN CLEMENTE, Calif., November 9, 2017 (GLOBE NEWSWIRE) -- ICU Medical, Inc. (Nasdaq:ICUI), a leader in the development, manufacture and sale of innovative medical devices used in infusion therapy and critical care applications, today announced financial results for the quarter ended September 30, 2017.

Third Quarter 2017 Results

Third quarter 2017 revenue was $343.2 million, compared to $97.1 million in the same period last year. GAAP gross profit for the third quarter of 2017 was $111.6 million, as compared to $51.3 million in the same period last year. GAAP gross margin for the third quarter of 2017 was 33%, as compared to 53% in the same period last year. GAAP net income for the third quarter of 2017 was $0.1 million, or $0.01 per diluted share, as compared to GAAP net income of $18.8 million, or $1.09 per diluted share, for the third quarter of 2016.

Adjusted net sales for the third quarter of 2017 was $334.6 million. Adjusted gross profit for the third quarter of 2017 was $122.8 million. Adjusted gross margin for the third quarter of 2017 was 37%. Adjusted diluted earnings per share for the third quarter of 2017 were $1.12 as compared to $1.35 for the third quarter of 2016. Also, adjusted EBITDA was $55.4 million for the third quarter of 2017 as compared to $34.0 million for the third quarter of 2016.

Adjusted net sales, adjusted gross profit, adjusted gross margin, adjusted diluted earnings per share and adjusted EBITDA are measures calculated and presented on the basis of methodologies other than in accordance with GAAP. Please refer to the Use of Non-GAAP Financial Information following the financial statements herein for further discussion and reconciliations of these measures to GAAP measures.

Vivek Jain, ICU Medical's Chief Executive Officer, said, "Third quarter revenues were in-line with our expectations and our adjusted EBITDA and adjusted earnings per share were slightly ahead of our expectations.”

Revenues by market segment for the three and nine months ended September 30, 2017 and 2016 were as follows (in millions):

 
 
Three months ended
September 30,
 
 
 
 
 
Nine months ended
September 30,
 
 
Market Segment
 
2017
 
2016
 
$ Change
 
%
Change
 
2017
 
2016
 
$
Change
 
%
Change
Infusion Consumables
 
$
92.7

 
$
82.8

 
$
9.9

 
12.0%
 
$
245.9

 
$
242.7

 
$
3.2

 
1.3
 %
IV Solutions
 
143.7

 

 
143.7

 
*
 
375.5

 

 
375.5

 
*
Infusion Systems
 
82.8

 

 
82.8

 
*
 
202.6

 

 
202.6

 
*
Critical Care
 
12.9

 
14.0

 
(1.1
)
 
(7.9
)%
 
37.2

 
40.3

 
(3.1
)
 
(7.7
)%
Other
 
11.1

 
0.3

 
10.8

 
3,600.0
 %
 
61.3

 
0.7

 
60.6

 
8,657.1
 %
 
 
$
343.2

 
$
97.1

 
$
246.1

 
253.5
 %
 
$
922.5

 
$
283.7

 
$
638.8

 
225.2
 %
* Not Applicable

The Company ended the third quarter of 2017 with a strong balance sheet. As of September 30, 2017, cash, cash equivalents and short and long-term investment securities totaled $325.3 million, working capital was $711.6 million and long-term debt obligations were $75 million.

Fiscal Year 2017 Guidance Update and Initial Fiscal 2018 Guidance

The Company is modifying its full year 2017 guidance of adjusted EBITDA from a range of $180 million to $190 million to a range of $195 million to $205 million and adjusted earnings per share from a range of $3.80 to $4.20 to a range of $4.20 to $4.80. The Company is also providing initial 2018 adjusted EBITDA guidance in the range of $240 million to $260 million and initial 2018 adjusted EPS in the range of $6.05 to $6.65.






Conference Call

The Company will host a conference call to discuss third quarter 2017 financial results today at 4:30 p.m. EDT (1:30 p.m. PDT). The call can be accessed at (800) 936-9761, international (408) 774-4587, conference ID 99528019. The conference call will be simultaneously available by webcast, which can be accessed by going to the Company's website at www.icumed.com, clicking on the Investors tab, clicking on the Webcast icon and following the prompts. The webcast will also be available by replay.

About ICU Medical, Inc.

ICU Medical, Inc. (Nasdaq:ICUI) develops, manufactures and sells innovative medical devices used in vascular therapy, and critical care applications. ICU Medical's product portfolio includes IV smart pumps, sets, connectors, closed transfer devices for hazardous drugs, cardiac monitoring systems, along with pain management and safety software technology designed to help meet clinical, safety and workflow goals. ICU Medical is headquartered in San Clemente, California. More information about ICU Medical, Inc. can be found at www.icumed.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as ''will,'' ''expect,'' ''believe,'' ''could,'' ''would,'' ''estimate,'' ''continue,'' ''build,'' ''expand'' or the negative thereof or comparable terminology, and may include (without limitation) information regarding the Company's expectations, goals or intentions regarding the future, and our recently completed acquisition of the Hospira infusion systems business. These forward-looking statements are based on management's current expectations, estimates, forecasts and projections about the Company and assumptions management believes are reasonable, all of which are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking statements. These risks and uncertainties include, but are not limited to, decreased demand for the Company's products, decreased free cash flow, the inability to recapture conversion delays or part/resource shortages on anticipated timing, or at all, changes in product mix, increased competition from competitors, lack of continued growth or improving efficiencies, unexpected changes in the Company's arrangements with its largest customers and the Company’s ability to meet expectations regarding the integration of the Hospira infusion systems business. Future results are subject to risks and uncertainties, including the risk factors, and other risks and uncertainties, described in the Company's filings with the Securities and Exchange Commission, which include those in the Annual Report on Form 10-K for the year ended December 31, 2016 and our subsequent filings. Forward-looking statements contained in this press release are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.







ICU MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
September 30,
2017
 
December 31, 2016
 
(unaudited)
 
(1)
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
300,614

 
$
445,082

Short-term investment securities
9,591

 

Cash, cash equivalents and investment securities
310,205

 
445,082

Accounts receivable, net
105,090

 
56,161

Inventories
320,341

 
49,264

Income tax receivable
12,105

 
11,235

Prepaid expenses and other current assets
146,471

 
7,355

Assets held for sale
12,489

 

TOTAL CURRENT ASSETS
906,701

 
569,097

 
 
 
 
PROPERTY AND EQUIPMENT, net
390,526

 
85,696

LONG-TERM INVESTMENT SECURITIES
15,140

 

OTHER ASSETS
35,192

 

GOODWILL
6,687

 
5,577

INTANGIBLE ASSETS, net
152,338

 
22,383

DEFERRED INCOME TAXES
16,390

 
21,935

TOTAL ASSETS
$
1,522,974

 
$
704,688

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 
CURRENT LIABILITIES:
 

 
 
Accounts payable
$
44,685

 
$
14,641

Accrued liabilities
146,147

 
25,896

Income tax liability
4,263

 

TOTAL CURRENT LIABILITIES
195,095

 
40,537

 
 
 
 
EARN-OUT LIABILITY
32,000

 

LONG-TERM OBLIGATIONS
75,000

 

OTHER LONG-TERM LIABILITIES
68,034

 
1,107

DEFERRED INCOME TAXES
9,491

 
1,370

INCOME TAX LIABILITY
1,519

 
1,519

COMMITMENTS AND CONTINGENCIES

 

STOCKHOLDERS’ EQUITY:
 

 
 
Convertible preferred stock

 

Common stock
2,002

 
1,633

Additional paid-in capital
607,694

 
162,828

Treasury stock
(2
)
 
(14
)
Retained earnings
535,919

 
516,980

Accumulated other comprehensive loss
(3,778
)
 
(21,272
)
TOTAL STOCKHOLDERS' EQUITY
1,141,835

 
660,155

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
1,522,974

 
$
704,688

(1) December 31, 2016 balances were derived from audited consolidated financial statements.







ICU MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)

 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2017
 
2016
 
2017
 
2016
REVENUES:
 
 
 
 
 
 
 
Net sales
$
343,084

 
$
97,098

 
$
921,544

 
$
283,659

Other
152

 
10

 
945

 
25

TOTAL REVENUE
343,236

 
97,108

 
922,489

 
283,684

COST OF GOODS SOLD
231,638

 
45,835

 
633,884

 
133,046

GROSS PROFIT
111,598

 
51,273

 
288,605

 
150,638

OPERATING EXPENSES:
 

 
 
 
 

 
 
Selling, general and administrative
76,820

 
22,362

 
226,812

 
66,828

Research and development
12,769

 
3,650

 
37,377

 
10,301

Restructuring, strategic transaction and integration
18,711

 
2,806

 
68,033

 
4,339

Change in fair value of earn-out
7,000

 

 
13,000

 

TOTAL OPERATING EXPENSES
115,300

 
28,818

 
345,222

 
81,468

(LOSS) INCOME FROM OPERATIONS
(3,702
)
 
22,455

 
(56,617
)
 
69,170

BARGAIN PURCHASE GAIN
8,534

 
346

 
71,771

 
1,456

INTEREST EXPENSE
(705
)
 
(58
)
 
(1,743
)
 
(135
)
OTHER INCOME (EXPENSE), net
583

 
283

 
(2,030
)
 
584

INCOME BEFORE INCOME TAXES
4,710

 
23,026

 
11,381

 
71,075

(PROVISION) BENEFIT FOR INCOME TAXES
(4,574
)
 
(4,220
)
 
7,558

 
(17,503
)
NET INCOME
$
136

 
$
18,806

 
$
18,939

 
$
53,572

NET INCOME PER SHARE
 

 
 
 
 

 
 
Basic
$
0.01

 
$
1.16

 
$
0.97

 
$
3.32

Diluted
$
0.01

 
$
1.09

 
$
0.92

 
$
3.13

WEIGHTED AVERAGE NUMBER OF SHARES
 

 
 
 
 

 
 
Basic
19,984

 
16,200

 
19,433

 
16,113

Diluted
21,106

 
17,286

 
20,603

 
17,100

 






ICU MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)

 
Nine months ended
September 30,
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
18,939

 
$
53,572

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 
Depreciation and amortization
47,512

 
14,351

Provision for doubtful accounts
1,906

 

Provision for warranty and returns
3,639

 
(22
)
Stock compensation
13,387

 
11,464

Loss on disposal of property and equipment
3,177

 
40

Bargain purchase gain
(71,771
)
 
(1,456
)
Bond premium amortization
12

 
1,026

Change in fair value of earn-out
13,000

 

Other
1,690

 
69

Changes in operating assets and liabilities:
 

 
 
Accounts receivable
(51,498
)
 
4,736

Inventories
148,482

 
(6,635
)
Prepaid expenses and other assets
(125,403
)
 
(2,228
)
Accounts payable
17,551

 
(1,587
)
Accrued liabilities
63,234

 
(7,314
)
Income taxes, including excess tax benefits and deferred income taxes
(13,982
)
 
2,691

Net cash provided by operating activities
69,875

 
68,707

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 
Purchases of property and equipment
(51,702
)
 
(15,018
)
Proceeds from sale of assets
2

 
1

Business acquisitions, net of cash acquired
(157,097
)
 
(2,584
)
Intangible asset additions
(3,718
)
 
(861
)
Purchases of investment securities
(24,743
)
 
(111,575
)
Proceeds from sale of investment securities

 
45,429

Net cash used in investing activities
(237,258
)
 
(84,608
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 
Proceeds from exercise of stock options
19,967

 
15,830

Proceeds from employee stock purchase plan
2,705

 
2,361

Purchase of treasury stock
(3,951
)
 
(17,155
)
Net cash provided by financing activities
18,721

 
1,036

Effect of exchange rate changes on cash
4,194

 
1,664

NET DECREASE IN CASH AND CASH EQUIVALENTS
(144,468
)
 
(13,201
)
CASH AND CASH EQUIVALENTS, beginning of period
445,082

 
336,164

CASH AND CASH EQUIVALENTS, end of period
$
300,614

 
$
322,963







Use of Non-GAAP Financial Information

This press release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). The non-GAAP financial measures should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. There are material limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled non-GAAP financial measures used by other companies, including peer companies. Our management believes that the non-GAAP data provides useful supplemental information to management and investors regarding our performance and facilitates a more meaningful comparison of results of operations between current and prior periods. We use non-GAAP financial measures in addition to and in conjunction with GAAP financial measures to analyze and assess the overall performance of our business, in making financial, operating and planning decisions, and in determining executive incentive compensation. The non-GAAP financial measures included in this press release are adjusted net sales, adjusted gross profit, adjusted gross profit margin, adjusted EBITDA and adjusted diluted earnings per share ("Adjusted Diluted EPS").

Adjusted net sales includes/excludes the following items from net sales:

Excludes contract manufacturing revenue: We manufacture certain products for Pfizer at cost in accordance with a manufacturing services agreement. We do not include the contract manufacturing revenue in our adjusted net sales as the revenue under this agreement was negotiated contemporaneously with our acquisition of the Hospira infusion systems (HIS) business from Pfizer and is not indicative of a normal market transaction.

Includes ICU intercompany sales to the HIS business: We include intercompany sales to the HIS business for inventory that we previously sold to Pfizer, which remained on the opening balance sheet of the HIS business at the time we acquired it from Pfizer.

Adjusted gross profit excludes the following from gross profit:

Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value: The inventory step-up represents the expense recognition of fair value adjustments in excess of the historical cost basis of inventory obtained through acquisition, these charges are outside of our normal operations and are excluded.

Adjusted gross profit margin is calculated using the adjusted gross profit as a percentage of the adjusted net sales as determined above.

Adjusted EBITDA excludes the following items from net income:

Interest, net: We exclude interest in deriving adjusted EBITDA as interest can vary significantly among companies depending on a company's level of income generating instruments and/or level of debt.

Stock compensation expense: Stock-based compensation is generally fixed at the time the stock-based instrument is granted and amortized over a period of several years. The value of stock options is determined using a complex formula that incorporates factors, such as market volatility, that are beyond our control. The value of our restricted stock awards is determined using the grant date stock price, which may not be indicative of our operational performance over the expense period. Additionally, in order to establish the fair value of performance-based stock awards, which are currently an element of our ongoing stock-based compensation, we are required to apply judgment to estimate the probability of the extent to which performance objectives will be achieved. Based on the above factors, we believe it is useful to exclude stock-based compensation in order to better understand our operating performance.

Intangible asset amortization expense: We do not acquire businesses or capitalize certain patent costs on a predictable cycle. The amount of purchase price allocated to intangible assets and the term of amortization can vary significantly and are unique to each acquisition. Capitalized patent costs can vary significantly based on our current level of development activities. We believe that excluding amortization of intangible assets provides the users of our financial statements with a consistent basis for comparison across accounting periods.

Depreciation expense: We exclude depreciation expense in deriving adjusted EBITDA because companies utilize productive assets of different ages and the depreciable lives can vary significantly resulting in considerable variability in depreciation expense among companies.






Restructuring, strategic transaction and integration: We incur restructuring and strategic transaction charges that result from events, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our ongoing business. Although these events are reflected in our GAAP financial statements, these unique transactions may limit the comparability of our ongoing operations with prior and future periods.

Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value: The inventory step-up represents the expense recognition of fair value adjustments in excess of the historical cost basis of inventory obtained through acquisition, these charges are outside of our normal operations and are excluded.

Legal settlement: Occasionally, we are involved in legal proceedings that may result in one-time settlements. We exclude these settlements as they have no direct correlation to the operation of our ongoing business.

Bargain purchase gain: We may incur a bargain purchase gain on certain acquisitions if the fair market value of the identifiable assets acquired and liabilities assumed, net of deferred taxes exceeds the total consideration paid. We exclude such gains as they are related to acquisitions and have no direct correlation to the operation of our ongoing business.

Change in fair value of earn-out: We exclude the impact of certain amounts recorded in connection with business combinations. We exclude items that are either non-cash or not normal, recurring operating expenses due to their nature, variability of amounts, and lack of predictability as to occurrence and/or timing.

Disposition of certain assets: Occasionally, we may dispose of certain assets if no longer needed for current operations. We exclude any gains or losses recognized on the sale of these assets in determining our non-GAAP financial measures as they may limit the comparability of our ongoing operations with prior and future periods and distort the evaluation of our normal operating performance.

Adjusted Diluted EPS excludes from diluted EPS, net of tax, interest, net, intangible asset amortization expense, stock compensation expense, restructuring and strategic transaction, adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value, legal settlement, disposition of certain assets, change in fair value of earn-out and bargain purchase gain, which was tax free. We apply our GAAP consolidated effective tax rate to our non-GAAP financial measures, other than when the underlying item has a materially different tax treatment.

From time to time in the future, there may be other items that we may exclude if we believe that doing so is consistent with the goal of providing useful information to investors and management.

The following tables reconcile our GAAP and non-GAAP financial measures:







ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)
(In thousands)

 
 
 Adjusted net sales
 
 
Nine months ended
September 30, 2017
 
 
Infusion
 Consumables
 
IV
Solutions
 
Infusion Systems
 
Critical
Care
 
Other
 
Total
 GAAP net sales
 
$
245,885

 
$
375,494

 
$
202,590

 
$
37,221

 
$
61,299

 
$
922,489

 
 
 
 
 
 
 
 
 
 
 
 
 
 Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Contract manufacturing
 

 
(51,868
)
 

 

 
 
 
(51,868
)
ICU intercompany sales to the HIS business
 
44,903

 

 

 

 
 
 
44,903

Non-GAAP net sales
 
$
290,788

 
$
323,626

 
$
202,590

 
$
37,221

 
$
61,299

 
$
915,524

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Adjusted net sales
 
 
Nine months ended
September 30, 2016

 
 
Infusion
 Consumables
 
IV
Solutions
 
Infusion Systems
 
Critical
Care
 
Other
 
Total
 GAAP net sales
 
$
242,732

 
$

 
$

 
$
40,291

 
$
661

 
$
283,684

 
 
 
 
 
 
 
 
 
 
 
 

 Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Contract manufacturing
 

 

 

 

 

 

ICU intercompany sales to the HIS business
 

 

 

 

 

 

Non-GAAP net sales
 
$
242,732

 
$

 
$

 
$
40,291

 
$
661

 
$
283,684

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Adjusted net sales
 
 
Three months ended
September 30, 2017

 
 
Infusion
 Consumables
 
IV
Solutions
 
Infusion Systems
 
Critical
Care
 
Other
 
Total
 GAAP net sales
 
$
92,612

 
$
143,710

 
$
82,798

 
$
12,950

 
$
11,166

 
$
343,236

 
 
 
 
 
 
 
 
 
 
 
 
 
 Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Contract manufacturing
 

 
(16,164
)
 

 

 
 
 
(16,164
)
ICU intercompany sales to the HIS business
 
7,484

 

 

 

 
 
 
7,484

Non-GAAP net sales
 
$
100,096

 
$
127,546

 
$
82,798

 
$
12,950

 
$
11,166

 
$
334,556

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 Adjusted net sales
 
 
Three months ended
September 30, 2016
 
 
Infusion
 Consumables
 
IV
Solutions
 
Infusion Systems
 
Critical
Care
 
Other
 
Total
 GAAP net sales
 
$
82,825

 
$

 
$

 
$
14,047

 
$
236

 
$
97,108

 
 
 
 
 
 
 
 
 
 
 
 
 
 Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Contract manufacturing
 

 

 

 

 

 

ICU intercompany sales to the HIS business
 

 

 

 

 

 

Non-GAAP net sales
 
$
82,825

 
$

 
$

 
$
14,047

 
$
236

 
$
97,108








ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited) (Continued)
(In thousands, except per share data)

 
Adjusted gross profit
 
Adjusted gross profit
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2017
 
2016
 
2017
 
2016
 GAAP gross profit
$
111,598

 
$
51,273

 
$
288,605

 
$
150,638

 
 
 
 
 
 
 
 
 Non-GAAP adjustments:
 
 
 
 
 
 
 
Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value
11,180

 

 
66,313

 

Non-GAAP gross profit
$
122,778

 
$
51,273

 
$
354,918

 
$
150,638

GAAP gross profit % GAAP net sales
33
%
 
53
%
 
31
%
 
53
%
Non-GAAP gross profit % Non-GAAP net sales
37
%
 
53
%
 
39
%
 
53
%





ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited) (Continued)
(In thousands, except per share data)

 
 Adjusted EBITDA
 
 Adjusted EBITDA
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2017
 
2016
 
2017
 
2016
 GAAP net income
$
136

 
$
18,806

 
$
18,939

 
$
53,572

 
 
 
 
 
 
 
 
 Non-GAAP adjustments:
 
 
 
 
 
 
 
Interest, net
123

 

 
858

 

Stock compensation expense
4,582

 
3,790

 
13,387

 
11,464

Depreciation and amortization expense
17,606

 
4,703

 
47,512

 
14,351

Restructuring, strategic transaction and integration
18,711

 
2,806

 
68,033

 
4,339

Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value
11,180

 

 
66,313

 

Legal settlement

 

 
809

 

Bargain purchase gain
(8,534
)
 
(346
)
 
(71,771
)
 
(1,456
)
Change in fair value of earn-out
7,000

 

 
13,000

 

Disposition of certain assets

 

 
2,880

 

Provision for income taxes
4,574

 
4,220

 
(7,558
)
 
17,503

     Total non-GAAP adjustments
55,242

 
15,173

 
133,463

 
46,201

 
 
 
 
 
 
 
 
 Adjusted EBITDA
$
55,378

 
$
33,979

 
$
152,402

 
$
99,773

 
 
 
 
 
 
 
 
 
 Adjusted diluted earnings per share
 
 Adjusted diluted earnings per share
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2017
 
2016
 
2017
 
2016
 GAAP diluted earnings per share
$
0.01

 
$
1.09

 
$
0.92

 
$
3.13

 
 
 
 
 
 
 
 
 Non-GAAP adjustments:
 
 
 
 
 
 
 
Interest, net
$
0.01

 
$

 
$
0.04

 
$

Stock compensation expense
$
0.22

 
$
0.22

 
$
0.65

 
$
0.67

Amortization expense
$
0.17

 
$
0.04

 
$
0.53

 
$
0.12

Restructuring, strategic transaction and integration
$
0.89

 
$
0.16

 
$
3.30

 
$
0.25

Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value
$
0.53

 
$

 
$
3.22

 
$

Legal settlement
$

 
 
 
$
0.04

 
$

Bargain purchase gain
$
(0.40
)
 
$
(0.02
)
 
$
(3.48
)
 
$
(0.09
)
Change in fair value of earn-out
$
0.33

 
$

 
$
0.63

 
$

Disposition of certain assets
$

 
$

 
$
0.14

 
$

Estimated income tax impact from adjustments
$
(0.64
)
 
$
(0.14
)
 
$
(2.52
)
 
$
(0.36
)
 Adjusted diluted earnings per share
$
1.12

 
$
1.35

 
$
3.47

 
$
3.72







ICU MEDICAL, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures - Fiscal Year 2017 Outlook (Unaudited)
(In millions, except per share data)

 
Low End of Guidance

 
High End of Guidance

 GAAP net income
$
9

 
$
21

 
 
 
 
 Non-GAAP adjustments:
 
 
 
Interest, net
2

 
2

Stock compensation expense
18

 
18

Depreciation and amortization expense
65

 
65

Restructuring, strategic transaction and integration
95

 
95

 Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value
66

 
66

Legal settlement
1

 
1

Bargain purchase gain
(72
)
 
(72
)
Disposition of certain assets
3

 
3

Change in fair value of earn-out
13

 
13

Provision for income taxes
(5
)
 
(7
)
     Total non-GAAP adjustments
186

 
184

 
 
 
 
 Adjusted EBITDA
$
195

 
$
205

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 GAAP diluted earnings per share
$
0.41

 
$
1.01

 
 
 
 
 Non-GAAP adjustments:
 
 
 
Interest, net
$
0.10

 
$
0.10

Stock compensation expense
$
0.87

 
$
0.87

Amortization expense
$
0.72

 
$
0.72

Restructuring, strategic transaction and integration
$
4.61

 
$
4.61

 Adjustment to reverse the cost recognition related to the purchase accounting write-up of inventory to fair market value
$
3.22

 
$
3.22

Legal settlement
$
0.04

 
$
0.04

Bargain purchase gain
$
(3.49
)
 
$
(3.49
)
Change in value of earn-out
$
0.63

 
$
0.63

Disposition of certain assets
$
0.14

 
$
0.14

Estimated income tax impact from adjustments
$
(3.05
)
 
$
(3.05
)
 Adjusted diluted earnings per share
$
4.20

 
$
4.80







ICU Medical, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Measures - Fiscal Year 2018 Outlook (Unaudited)
(In millions, except per share data)


 
Low End of Guidance
 
High End of Guidance
 GAAP net income
$
70

 
$
83

 
 
 
 
 Non-GAAP adjustments:
 
 
 
   Stock compensation expense
17

 
17

   Depreciation and amortization expense
76

 
76

Restructuring, strategic transaction and integration
50

 
50

   Provision for income taxes
27

 
34

     Total non-GAAP adjustments
170

 
177

 
 
 
 
 Adjusted EBITDA
$
240

 
$
260

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 GAAP diluted earnings per share
$
3.27

 
$
3.87

 
 
 
 
 Non-GAAP adjustments:
 
 
 
   Stock compensation expense
$
0.80

 
$
0.80

   Amortization expense
$
0.75

 
$
0.75

Restructuring, strategic transaction and integration
$
2.34

 
$
2.34

   Estimated income tax impact from adjustments
$
(1.11
)
 
$
(1.11
)
 Adjusted diluted earnings per share
$
6.05

 
$
6.65



CONTACT:
ICU Medical, Inc.
Scott Lamb, Chief Financial Officer
(949) 366-2183
     
ICR, Inc.
John Mills, Partner
(646) 277-1254