UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
For quarter ended: March 31, 2003 Commission File No. 0-11178
-------
UTAH MEDICAL PRODUCTS, INC.
---------------------------
(Exact name of Registrant as specified in its charter)
UTAH 87-0342734
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7043 South 300 West
Midvale, Utah 84047
---------------------
Address of principal executive offices
Registrant's telephone number: (801) 566-1200
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and; (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of May 13, 2003: 4,460,212
---------
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
INDEX TO FORM 10-Q
------------------
PART I - FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
March 31, 2003 and December 31, 2002 ............................ 1
Consolidated Condensed Statements of Income for the three
months ended March 31, 2003 and March 31, 2002 .................. 2
Consolidated Condensed Statements of Cash Flows for the
three months ended March 31, 2003 and March 31, 2002 ............ 3
Notes to Consolidated Condensed Financial Statements ............ 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .............. 6
Item 3. Quantitative and Qualitative Disclosures about Market Risk ... 10
Item 4. Controls and Procedures ....................................... 10
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders............ 11
Item 6. Exhibits and Reports on Form 8-K ............................. 11
SIGNATURES .............................................................. 11
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
-------------------------------------------
MARCH 31, 2003 AND DECEMBER 31, 2002
------------------------------------
(in thousands)
(unaudited) (audited)
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
Current assets:
Cash $ 272 $ 285
Accounts receivable - net 3,349 3,093
Inventories 3,633 3,478
Other current assets 888 901
------------ ------------
Total current assets 8,142 7,757
Property and equipment - net 8,905 8,890
Goodwill 8,533 8,533
Goodwill - accumulated amortization (2,288) (2,288)
------------ ------------
Goodwill - net 6,245 6,245
Other intangible assets 2,586 2,586
Other intangible assets - accumulated amortization (2,110) (2,091)
------------ ------------
Other intangible assets - net 476 495
TOTAL $ 23,768 $ 23,387
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 723 $ 631
Accrued expenses 2,061 1,688
------------ ------------
Total current liabilities 2,784 2,319
Notes payable 2,958 4,956
Deferred income taxes 395 390
------------ ------------
Total liabilities 6,137 7,665
------------ ------------
Stockholders' equity:
Preferred stock - $.01 par value; authorized - 5,000
shares; no shares issued or outstanding
Common stock - $.01 par value; authorized - 50,000
shares; issued - March 31, 2003, 4,453 shares
December 31, 2002, 4,443 shares 45 44
Cumulative foreign currency translation adjustment (951) (1,115)
Retained earnings 18,537 16,793
------------ ------------
Total stockholders' equity 17,631 15,722
------------ ------------
TOTAL $ 23,768 $ 23,387
============ ============
see notes to consolidated condensed financial statements
-1-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE
---------------------------------------------------
THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
----------------------------------------------------
(in thousands, except per share amounts)
(unaudited)
THREE MONTHS ENDED
MARCH 31,
--------------------
2003 2002
-------- --------
NET SALES $ 6,877 $ 6,705
COST OF SALES 2,900 2,889
-------- --------
Gross Margin 3,977 3,816
-------- --------
EXPENSES:
Selling, general and administrative 1,192 1,237
Research & development 73 58
-------- --------
Total 1,265 1,295
-------- --------
Income From Operations 2,712 2,521
OTHER INCOME (EXPENSE) 81 113
-------- --------
Income Before Income Tax Expense 2,793 2,634
INCOME TAX EXPENSE 1,005 922
-------- --------
Net Income $ 1,788 $ 1,712
======== ========
BASIC EARNINGS PER SHARE $ 0.40 $ 0.34
======== ========
DILUTED EARNINGS PER SHARE $ 0.37 $ 0.32
======== ========
SHARES OUTSTANDING - BASIC 4,444 5,022
======== ========
SHARES OUTSTANDING - DILUTED 4,816 5,366
======== ========
see notes to consolidated condensed financial statements
-2-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
-----------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
------------------------------------------------------------
(in thousands - unaudited)
MARCH 31,
--------------------------
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,788 $ 1,712
---------- ----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 259 311
Provision for losses on accounts receivable (9) 2
Deferred income taxes (188) (154)
Tax benefit attributable to exercise of stock options 20 93
Changes in operating assets and liabilities:
Accounts receivable - trade (62) (2)
Accrued interest and other receivables 150 (109)
Inventories (153) (55)
Prepaid expenses (108) (49)
Accounts payable 88 165
Accrued expenses 360 130
---------- ----------
Total adjustments 357 332
---------- ----------
Net cash provided by operating activities 2,144 2,044
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
Property and equipment (101) (197)
---------- ----------
Net cash used in investing activities (101) (197)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 157 299
Common stock purchased and retired (220) (804)
Proceeds from note payable 0 0
Repayments of note payable (1,998) (1,601)
---------- ----------
Net cash used in financing activities (2,061) (2,106)
---------- ----------
Effect of exchange rate changes on cash 5 (1)
NET DECREASE IN CASH (13) (260)
CASH AT BEGINNING OF PERIOD 285 370
---------- ----------
CASH AT END OF PERIOD $ 272 $ 110
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 78 $ 176
Cash paid during the period for interest $ 26 $ 14
see notes to consolidated condensed financial statements
-3-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES.
---------------------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
(1) The unaudited financial statements presented herein have been prepared in
accordance with the instructions to form 10-Q and do not include all of the
information and note disclosures required by accounting principles generally
accepted in the United States. These statements should be read in conjunction
with the financial statements and notes included in the Utah Medical Products,
Inc. ("UTMD" or "the Company") annual report on form 10-K for the year ended
December 31, 2002. Although the accompanying financial statements have not been
audited by independent accountants in accordance with auditing standards
generally accepted in the United States, in the opinion of management, such
financial statements include all adjustments (consisting only of normal
recurring adjustments) necessary to summarize fairly the Company's financial
position and results of operations.
(2) Inventories at March 31, 2003 and December 31, 2002 (in thousands) consisted
of the following:
March 31, December 31,
2003 2002
-------------- --------------
Finished goods $ 1,542 $ 1,236
Work-in-process 796 907
Raw materials 1,295 1,335
-------------- --------------
Total $ 3,633 $ 3,478
============== ==============
(3) Stock-Based Compensation. At March 31, 2003 the Company has stock-based
employee compensation plans, which authorized the grant of stock options to
eligible employees, directors, and other individuals. The Company accounts for
those plans under the recognition and measurement principles of APB Opinion No.
25, Accounting for Stock Issued to Employees, and related Interpretations, and
has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation." Accordingly, no compensation cost has been recognized
in the financial statements, as all options granted under those plans had an
exercise price equal to or greater than the market value of the underlying
common stock on the date of grant. Had compensation cost for the Company's stock
option plans been determined based on the fair value at the grant date for
awards starting in 1995 consistent with the provisions of SFAS No. 123, the
Company's net earnings and earnings per share would have been reduced to the pro
forma amounts indicated below (in thousands, except per share amounts):
Three Months Ended
March 31,
2003 2002
--------- ---------
Net Income as reported $ 1,788 $ 1,712
Deduct:
Total stock-based employee compensation expense
determined under fair value based method for
all awards, net of related tax effects -39 -45
--------- ---------
Net income pro forma $ 1,749 $ 1,667
--------- ---------
Earnings per share:
Basic - as reported $ 0.40 $ 0.34
--------- ---------
Basic - pro forma $ 0.39 $ 0.33
--------- ---------
Diluted - as reported $ 0.37 $ 0.32
--------- ---------
Diluted - pro forma $ 0.36 $ 0.31
--------- ---------
-4-
(4) Comprehensive Income. The Company translates the currency of its Ireland
subsidiary which comprises the only element of comprehensive income. Total
comprehensive income for the three months ending March 31, 2003 was (in
thousands) $1,893 net of taxes.
(5) Goodwill and Other Intangible Assets. On January 1, 2002, the Company
adopted Statement of Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 changes the accounting for goodwill and
intangible assets with indefinite lives from an amortization method to an
impairment approach. Other intangible assets will continue to be amortized over
their estimated useful lives. The Company has completed the required initial
goodwill impairment test and its annual impairment test, and determined that the
book value of its goodwill associated with its 1997 and 1998 acquisitions is not
impaired. Expense from amortization of the Company's other intangible assets
totaled (in thousands) $19 for the three months ending March 31, 2003, and is
expected to be an additional $55 for the remainder of 2003. The estimated
aggregate amortization expense for the years ending 2004, 2005, 2006, 2007 and
2008 is (in thousands) $71, $51, $51, $50 and $50, respectively.
(6) Forward-Looking Information
This report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of management as well as
assumptions made by, and information currently available to, management. When
used in this document, the words "anticipate," "believe," "should," "project,"
"estimate," "expect," "intend" and similar expressions, as they relate to the
Company or its management, are intended to identify forward-looking statements.
Such statements reflect the current view of the Company respecting future events
and are subject to certain risks, uncertainties, and assumptions, including the
risks and uncertainties noted throughout the document. Although the Company has
attempted to identify important factors that could cause the actual results to
differ materially, there may be other factors that cause the forward statement
not to come true as anticipated, believed, projected, expected, or intended.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may differ materially
from those described herein as anticipated, believed, projected, estimated,
expected, or intended.
General risk factors that may impact the Company's revenues include the
market acceptance of competitive products, obsolescence caused by new
technologies, the possible introduction by competitors of new products that
claim to have many of the advantages of UTMD's products at lower prices, the
timing and market acceptance of UTMD's own new product introductions, UTMD's
ability to efficiently manufacture its products, including the reliability of
suppliers, success in gaining access to important global distribution channels,
marketing success of UTMD's distribution and sales partners, budgetary
constraints, the timing of regulatory approvals for newly introduced products,
third party reimbursement, and access to U.S. hospital customers, as that access
continues to be constrained by group purchasing decisions.
Risk factors, in addition to the risks outlined in the previous paragraph
that may impact the Company's assets and liabilities, as well as cash flows,
include risks inherent to companies manufacturing products used in health care
including claims resulting from the improper use of devices and other product
liability claims, defense of the Company's intellectual property, productive use
of assets in generating revenues, management of working capital including
inventory levels required to meet delivery commitments at a minimum cost, and
timely collection of accounts receivable.
Additional risk factors that may affect non-operating income include the
continuing viability of the Company's technology license agreements, actual cash
and investment balances, asset dispositions, and acquisition activities that may
require external funding.
-5-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
UTMD manufactures and markets a well-established range of specialty
medical devices. The general characteristics of UTMD's business have not
materially changed over the last several reporting periods. The Company's Form
10-K Annual Report for the year ended December 31, 2002 provides a detailed
description of products, technologies, markets, regulatory issues, business
initiatives, resources and business risks, among other details, and should be
read in conjunction with this report. Because of the relatively short span of
time, results for any given three month period in comparison with a previous
three month period may not be indicative of comparative results for the year as
a whole. Dollar amounts in the report are expressed in thousands, except
per-share amounts or where otherwise noted.
Analysis of Results of Operations
a) Overview
In first quarter (1Q) 2003, UTMD's consolidated global sales increased 3%
relative to 1Q 2002. At the same time, the Company achieved the following
profitability measures for a calendar quarter:
Gross Profit Margin (gross profits/ sales): 57.8%
Operating Profit Margin (operating profits/ sales): 39.4%
Net Profit Margin (profit after taxes/ sales): 26.0%
As a result, UTMD concluded its twenty-first consecutive quarter of higher
Earnings Per Share (EPS) when compared to the same quarter in the prior year. 1Q
2003 EPS increased 16% to $.37 on a diluted basis. EPS for the last twelve
months (LTM) were $1.41.
b) Revenues
Revenue from product sales is generally recognized by UTMD at the time the
product is shipped and invoiced and collectibility is reasonably assured. The
Company accrues provisions for the estimated costs that may be incurred for
product warranties and unforeseen uncollectible accounts.
UTMD believes that revenue should be recognized at the time of shipment as
title generally passes to the customer at the time of shipment. This policy
meets the criteria of SAB 101 in that there is persuasive evidence of an
existing contract or arrangement, delivery has occurred, the price is fixed and
determinable and the collectibility is reasonably assured.
The 3% increase in 1Q 2003 total sales was led by a 19% increase in
international sales. Shipments from UTMD's Ireland facility were up 47% in U.S.
dollar terms and up 20% in EURO terms. Domestic sales decreased 1% compared to
1Q 2002. International sales, which continued to benefit from a weaker US
Dollar, were $1,557 in 1Q 2003 compared to $1,313 in 1Q 2002. Of the
international sales, 57% were shipped to Europe during 1Q 2003 compared to 54%
in 1Q 2002.
Global revenues by product category:
1. Obstetrics. 1Q 2003 obstetrics product sales were $2,779 compared to
$2,908 in 1Q 2002. Of the $129 decline, $83 was from lower sales of
vacuum-assisted delivery systems (VADS).
2. Gynecology/ Electrosurgery/ Urology. 1Q 2003 Gyn/ES/Uro product sales
were $1,411 compared to $1,356 in 1Q 2002.
3. Neonatal. 1Q 2003 neonatal product sales were $981 compared to $934 in
1Q 2002.
4. Blood Pressure Monitoring and Accessories (BPM). 1Q 2003 BPM product
sales were $1,705 compared to $1,507 in 1Q 2002. This category includes
miscellaneous molded parts sold to OEM customers.
c) Gross Profit
UTMD's 1Q 2003 gross profit margin (GPM), gross profits as a percentage of
sales, was 57.8% compared to 56.9% in 1Q 2002. GPM remained consistent with the
prior year overall because improved manufacturing efficiencies offset increased
labor-related costs.
Because of UTMD's small size and period-to-period fluctuations in OEM
business activity, allocations of fixed manufacturing overheads cannot be
meaningfully allocated between direct and OEM sales. Therefore, UTMD does not
report GPM by sales channels.
-6-
UTMD targets an average GPM greater than or equal to 55%, which it
believes is necessary to successfully support the significant operating expenses
required in a highly complex and competitive marketplace. Management expects to
continue to achieve its average GPM target during the remainder of 2003
consistent with 1Q 2003. Expected favorable influences include growth in sales
volume without a similar increase in manufacturing overhead expenses, a larger
percentage of total sales from higher margin products and a continued emphasis
on reengineering products to reduce material costs. Expected unfavorable
influences are continued competitive pressure on pricing and higher
labor-related costs, including especially health plan benefits for employees.
d) Operating Profit
1Q 2003 operating profits increased 8% to $2,712 from $2,521 in 1Q 2002.
Total operating expenses, including sales and marketing (S&M) expenses, research
and development (R&D) expenses and general and administrative (G&A) expenses
were 18.4% of sales in 1Q 2003, compared to 19.3% of sales in 1Q 2002. 1Q 2003
operating profit margins were 39.4% of sales, compared to 37.6% in 1Q 2002.
S&M expenses in 1Q 2003 were $569 or 8.3% of sales compared to $606 or
9.0% of sales in 1Q 2002. Because UTMD sells internationally through third party
distributors, its S&M expenses are predominantly for U.S. business activity.
Looking forward, UTMD plans higher S&M expenses during the remainder of 2003 due
to Group Purchasing Organization fees along with higher advertising and
marketing expenses, but intends to manage S&M expenses to remain less than 10%
of sales.
R&D expenses in 1Q 2003 were $73 or 1.1% of sales compared to $58 or 0.9%
of sales in 1Q 2002. Management expects R&D expenses during 2003 to be in the
range of 1-2% of sales.
G&A expenses in 1Q 2003 were $623 or 9.1% of sales compared to $630 or
9.4% of 1Q 2002 sales. G&A expenses include the Company's costs of litigation,
patents, outside auditors and shareholder relations activities. UTMD anticipates
G&A expenses during the remainder of 2003 will increase due to implementation of
new SEC rules resulting from the Sarbanes-Oxley Act of 2002, but expects G&A
expenses during 2003 to be in the range of 9- 10% of sales.
e) Non-operating income
Non-operating income in 1Q 2003 was $80 compared to $113 in 1Q 2002. The
decrease was due to higher average line of credit loan balances during 1Q 2003,
and the loss in 2003 of rental income from renting an unused portion of the
Ireland facility in 2002. Interest expense was $26 in 1Q 2003 compared to $14 in
1Q 2002. The average line of credit balance for 1Q 2003 was $4.0 million
compared to $1.7 million in 1Q 2002. Royalty income, which UTMD receives for
licensing its technology to other companies, was the same in both periods. At
March 31, 2003 the line of credit balance was $2,958.
f) Earnings Before Income Taxes
1Q 2003 earnings before income taxes (EBT) increased 6% compared to 1Q
2002. 1Q 2003 EBT margin was 40.6% compared to 39.3% in 1Q 2002.
g) Net Income and EPS
UTMD's net income (after taxes) expressed as a percentage of sales (NPM)
was 26.0% 1Q 2003, compared to 25.5% for the same period in 2002. Net income was
up 4% in 1Q 2003. The growth in net profits was retarded slightly by an increase
in UTMD's estimated tax rate from 35% in 1Q 2002 to 36% in 1Q 2003. The increase
in UTMD's estimated income tax rate was due to a decrease in employee option
exercises. For employee options exercised and sold in less than one year, the
gain realized by the employee is tax deductible to the Company. UTMD's tax rate
for 2003 may be higher or lower than in 2002 depending largely on employee
option exercises, but also on the portion of earnings in Ireland versus the U.S.
because the income tax rate on value-added in Ireland is lower than the rate in
the U.S.
Diluted 1Q 2003 EPS increased 16% to $.37 compared to $.32 in 1Q 2002. The
comparatively higher increase in EPS versus other income statement measurements
was due to decreased shares outstanding in 1Q 2003 compared to 1Q 2002. 1Q 2003
weighted average number of diluted common shares (the number used to calculate
diluted EPS) were 4,816,000 compared to 5,366,000 shares in 1Q 2002. UTMD
completed a tender offer in 4Q 2002 under which it repurchased about 503,000
shares of stock. In addition, the Company repurchased 12,500 shares in 1Q 2003.
Exercises of employee options in 1Q 2003 offset the reductions by adding 22,175
shares. In addition, the market increase in UTMD's stock price had a retarding
effect on EPS growth as a result of the dilution calculation for
-7-
unexercised options with an exercise price below the current market value. The
dilution calculation added 371,000 shares to actual weighted average shares
outstanding, compared to 344,000 shares in 1Q 2002. Actual outstanding common
shares as of the end of 1Q 2003 were 4,452,900 compared to 5,013,400 at the end
of 1Q 2002.
h) Return on Shareholders' Equity (ROE)
ROE is equal to net profits divided by average shareholder equity.
Annualized ROE in 1Q 2003 was 43% compared to 36% in 1Q 2002. The higher ROE in
2003 resulted because the three factors that comprise ROE were all higher:
profitability, asset turnover and financial leverage. UTMD's ROE has averaged
about 30% over the last 15 years. Excluding the financial impact that would
result from receipt of the large damages award previously adjudicated in UTMD's
favor but currently under appeal, management expects to be able to achieve 30%
ROE for calendar year 2003. Share repurchases have a beneficial impact on ROE as
long as the Company sustains its net profit performance because shareholder
equity is reduced by the cost of the shares repurchased.
Liquidity and Capital Resources
i) Cash flows
UTMD effectively maintains zero-balance "sweep" cash account balances that
minimize the line-of-credit balance, except for operating balances needed to
meet requirements in Ireland and separate physical reserves set aside for
contractual commitments. Net cash provided by operating activities, including
adjustments for depreciation and other non-cash operating expenses, along with
changes in working capital, totaled $2,144 in 1Q 2003 compared to $2,044 in 1Q
2002. The increase in 1Q 2003 cash provided by operating activities is
essentially explained by the increase in 1Q 2003 net income.
For net cash used in investing activities, the Company expended $101
during 1Q 2003 for investing activities, comprised entirely of purchases of
property and equipment. During 1Q 2002, the Company used $197 to purchase
property and equipment. This rate of investing is consistent with the sustained
investment required to keep facilities, equipment and tooling in good working
condition.
In 1Q 2003, UTMD received $157 from issuing 22,175 shares of stock upon
the exercise of employee stock options and repurchased 12,500 shares of stock in
the open market at a cost of $220. Employee option exercises were at an average
price of $7.09 per share. Share repurchases in the open market were at an
average cost of $17.61 per share, including commissions. In 1Q 2002, the Company
received $299 from issuing 38,072 shares of stock upon the exercise of employee
stock options and paid $804 to repurchase 53,500 shares.
During 1Q 2003, UTMD made repayments of $1,998 on its note payable, while
receiving $0 in proceeds from the note (line of credit). In 1Q 2002, UTMD made
loan repayments of $1,601 and received $0 in proceeds from the note.
As a result of the above cash flow activities, cash (and equivalent)
balances decreased $13 from a balance of $285 at December 31, 2002 to $272 at
March 31, 2003. Cash (and equivalent) balances at March 31, 2002 were $110.
Management believes that future income from operations and effective
management of working capital will provide the liquidity needed to finance
growth plans and repay debt. Planned capital expenditures during the remainder
of 2003 are expected to be in the range of $400-500 to keep facilities,
equipment and tooling in good working order. In addition to the capital
expenditures, UTMD plans to use cash for selective infusions of technological,
marketing or product manufacturing rights to broaden the Company's product
offerings, for continued share repurchases if the price of the stock remains
undervalued, and if available for a reasonable price, acquisitions that
strategically fit UTMD's business and are accretive to performance. The
revolving credit line will continue to be used for liquidity when the timing of
acquisitions or repurchases of stock require a large amount of cash in a short
period of time.
j) Assets and Liabilities
March 31, 2003 total assets were $381 higher than at December 31, 2002.
Current assets increased due to increases in accounts receivable and finished
goods inventories. Inventories increased due to UTMD's decision to build Intran
Plus inventory to be prepared for anticipated increased demand as a result of
the injunction against Tyco/Kendall for its infringing product, and the
possibility of better access to physicians in hospitals as a result of new GPO
codes of conduct prohibiting bundling of "physician preference" products with
unrelated products. Those expected increases have not yet materialized. Because
the increase in total assets was lower than the increase in sales activity
relative to 1Q 2002, total asset turns increased from 1.1 to 1.2, which helped
-8-
increase 1Q 2003 ROE. Net property and equipment increased $15 despite
depreciation of $240 that exceeded new purchases of $101 because the U.S. dollar
(USD) value of existing assets in Ireland increased due to currency conversion
from EURO to USD. Net intangible assets declined $19 from amortization of
patents and other intellectual property. At March 31, 2003, net intangible
assets were 28% of total assets, compared to 29% at year-end 2002.
Cash (and equivalent) balances were $272 at March 31, 2003, compared to
$285 on December 31, 2002. Until the line of credit balance is paid off, cash
balances will probably not change much because UTMD maintains "sweep" accounts
that move any available cash from operating accounts to reduce the line of
credit.
Despite the increase in inventories, average inventory turns remained solid
at 3.3 times in 1Q 2003, compared to 3.5 times in the prior quarter. Accounts
receivable balances increased during 1Q 2003, which yielded an increase in
average "days in receivables" from 41 days at the end of the prior quarter to 44
days. At the end of 1Q 2002, days in receivables were 50.
As of March 31, 2003, UTMD's total debt ratio (total liabilities/ total
assets) decreased to 26% from 33% on December 31, 2002 due to the decrease in
the line of credit balance. The debt was incurred in November 2002 to finance a
Tender Offer repurchasing 503,000 UTMD shares. Absent the use of cash for a new
acquisition and/or additional significant share repurchases, UTMD expects the
debt ratio to continue to decline as the line of credit is eliminated in 2003.
Other Financial Measures
k) EBITDA
EBITDA is not defined or described by Generally Accepted Accounting
Principles (GAAP). As such, EBITDA is not considered to be prepared in
accordance with GAAP, is not a measure of liquidity and is not a measure of
operating results. However, the components of EBITDA are prepared in accordance
with GAAP, and UTMD believes that EBITDA is an important measure of the
Company's financial performance and well-being.
EBITDA is EBT plus depreciation and amortization expenses plus interest
expenses resulting from financing activities. EBITDA is calculated as follows,
with all three components as reported according to GAAP in the attached
statements of income and statements of cash flows:
1Q 2003 1Q 2002
-------- --------
Income Before Income Tax Expense $2,793 $2,634
Depreciation and Amortization 259 311
Interest 26 14
-------- --------
Total = EBITDA: $3,078 $2,959
EBITDA is a measure of UTMD's ability to generate cash. As a ratio of
sales, EBITDA was 45% in 1Q 2003 compared to 44% in 1Q 2002.
l) Management's Outlook.
As outlined in its December 31, 2002 10-K report, UTMD's plan for 2003 is
to
1) realize improved results from 2002 initiatives to expand sales activity;
including efforts to regain market share that should be available as a result of
the injunction against Tyco/Kendall and the possibility of better access to
physicians in hospitals as a result of new GPO codes of conduct, as noted above;
2) continue outstanding operating performance, and set new Company records
for profitability as a percent of sales;
3) sustain the patent infringement verdict and recover damages; and
4) actively look for new acquisitions to build a platform for continued
growth.
1Q 2003 financial results are consistent with achieving the previously
stated plan.
-9-
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
On January 1, 2002, UTMD converted the functional currency of its Irish
manufacturing operations, including related assets, to the EURO currency
consistent with conversion of Ireland and many other Western European countries
to the new common EURO currency. The Company's Irish operations were previously
denominated in Irish Pounds. UTMD sells products under agreements denominated in
USD and EURO. The exchange rate was 0.9185 EURO per USD as of March 31, 2003,
and 1.1378 EURO per USD as of March 31, 2002. The EURO and other currencies are
subject to exchange rate fluctuations that are beyond the control or
anticipation of UTMD. UTMD manages its foreign currency risk without separate
hedging transactions by converting currencies to USD as transactions occur.
Item 4. Controls and Procedures
UTMD maintains a system of internal controls and procedures designed to
provide reasonable assurance as to the reliability of its consolidated condensed
financial statements and other disclosures included in this report. UTMD's Board
of Directors, operating through its audit committee, provides oversight to its
financial reporting process.
Within the 90-day period prior to the date of this report, UTMD evaluated
the effectiveness of the design and operation of its disclosure controls and
procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based
on that evaluation, UTMD's Chief Executive Officer and Principal Financial
Officer concluded that its disclosure controls and procedures are effective in
alerting them in a timely manner to material information relating to UTMD that
is required to be included in this quarterly report on Form 10-Q.
There have been no significant changes in UTMD's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date that it carried out its evaluation and there were no corrective actions
regarding significant deficiencies or material weaknesses.
-10-
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 9, 2003 at the annual meeting, shareholders of the Company approved
the following matters submitted to them for consideration:
Elected Kevin L. Cornwell and Paul O. Richins as directors of the Company;
Kevin L. Cornwell: For 3,676,197
Paul O. Richins: For 3,689,997
Approved the 2003 Employees' and Directors' Incentive Plan.
For 1,668,895 Against 785,319 Abstentions and Non-votes 1,519,475
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
SEC
Exhibit # Reference # Title of Document
- --------- ----------- -----------------
1 99 Certification of CEO pursuant to 18 U.S.C.ss.1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
2 99 Certification of Principal Financial Officer pursuant
to 18 U.S.C.ss.1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
b) Reports on Form 8-K:
On January 23, 2003, UTMD filed a report on Form 8-K, Item 5, Other
Events, reporting audited financial results for 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchanges Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UTAH MEDICAL PRODUCTS, INC.
REGISTRANT
Date: 5/14/03 By: /s/ Kevin L. Cornwell
-------------- -------------------------------------
Kevin L. Cornwell
CEO
Date: 5/14/03 By: /s/ Paul O. Richins
-------------- -------------------------------------
Paul O. Richins
Principal Financial Officer
-11-
CERTIFICATION
I, Kevin L. Cornwell, Chief Executive Officer of the Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Utah Medical
Products, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003
/s/ Kevin L. Cornwell
- ---------------------------------
Kevin L. Cornwell
Chief Executive Officer
-12-
CERTIFICATION
I, Paul O. Richins, Principal Financial Officer of the Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Utah Medical
Products, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003
/s/ Paul O. Richins
- -------------------------------------
Paul O. Richins
Principal Financial Officer
-13-