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: June 30, 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 August 12, 2003: 4,576,207
---------
UTAH MEDICAL PRODUCTS, INC.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
June 30, 2003 and December 31, 2002 ............................... 1
Consolidated Condensed Statements of Income for the
three and six months ended June 30, 2003 and June 30, 2002 ........ 2
Consolidated Condensed Statements of Cash Flows for the
six months ended June 30, 2003 and June 30, 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 6. Exhibits and Reports on Form 8-K ............................... 12
SIGNATURES ................................................................ 12
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
-------------------------------------------
JUNE 30, 2003 AND DECEMBER 31, 2002
-----------------------------------
(in thousands)
(unaudited) (audited)
ASSETS JUNE 30, 2003 DECEMBER 31, 2002
Current assets:
Cash $ 300 $ 285
Accounts receivable - net 3,387 3,093
Inventories 3,862 3,478
Other current assets 845 901
-------- --------
Total current assets 8,394 7,757
Property and equipment - net 8,927 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 (2,130) (2,091)
-------- --------
Other intangible assets - net 456 495
-------- --------
TOTAL $ 24,022 $ 23,387
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 624 $ 631
Accrued expenses 1,226 1,688
-------- --------
Total current liabilities 1,850 2,319
Notes payable 1,867 4,956
Deferred income taxes 383 390
-------- --------
Total liabilities 4,100 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 - June 30, 2003, 4,504 shares
December 31, 2002, 4,443 shares 45 44
Cumulative foreign currency translation adjustment (672) (1,115)
Retained earnings 20,549 16,793
-------- --------
Total stockholders' equity 19,922 15,722
-------- --------
TOTAL $ 24,022 $ 23,387
======== ========
see notes to consolidated condensed financial statements
-1-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE
---------------------------------------------------
THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002
----------------------------------------------------------
(in thousands - unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
2003 2002 2003 2002
------- ------- ------- -------
NET SALES $ 6,840 $ 6,800 $13,717 $13,505
COST OF SALES 2,807 2,883 5,706 5,772
------- ------- ------- -------
Gross Margin 4,033 3,917 8,011 7,733
------- ------- ------- -------
EXPENSES:
Selling, general and administrative 1,253 1,247 2,445 2,483
Research & development 68 68 142 126
------- ------- ------- -------
Total 1,321 1,315 2,587 2,609
------- ------- ------- -------
Income from Operations 2,712 2,602 5,424 5,124
OTHER INCOME 85 126 165 238
------- ------- ------- -------
Income Before Income Tax Expense 2,797 2,728 5,589 5,362
INCOME TAX EXPENSE 960 943 1,964 1,865
------- ------- ------- -------
Net Income $ 1,837 $ 1,785 $ 3,625 $ 3,497
======= ======= ======= =======
BASIC EARNINGS PER SHARE $ 0.41 $ 0.36 $ 0.81 $ 0.70
======= ======= ======= =======
DILUTED EARNINGS PER SHARE $ 0.38 $ 0.33 $ 0.75 $ 0.65
======= ======= ======= =======
SHARES OUTSTANDING - BASIC 4,482 5,017 4,463 5,020
======= ======= ======= =======
SHARES OUTSTANDING - DILUTED 4,848 5,367 4,833 5,367
======= ======= ======= =======
see notes to consolidated condensed financial statements
-2-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
-----------------------------------------------
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002
--------------------------------------------------------
(in thousands - unaudited)
JUNE 30,
-----------------
2003 2002
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,625 $ 3,497
------- -------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 508 624
Provision for losses on accounts receivable (3) 7
Loss on disposal of assets 4 0
Deferred income taxes (213) (235)
Tax benefit attributable to exercise of stock options 216 155
Changes in operating assets and liabilities:
Accounts receivable - trade (167) 251
Accrued interest and other receivables 253 (65)
Inventories (367) (57)
Prepaid expenses (53) (22)
Accounts payable (24) 45
Accrued expenses (497) (420)
------- -------
Total adjustments (343) 283
------- -------
Net cash provided by operating activities 3,282 3,780
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
Property and equipment (123) (300)
------- -------
Net cash used in investing activities (123) (300)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 1,112 455
Common stock purchased and retired (385) (995)
Common stock purchased and retired - options (801) 0
Proceeds from note payable 0 0
Repayments of note payable (3,088) (2,501)
------- -------
Net cash used in financing activities (3,163) (3,041)
------- -------
Effect of exchange rate changes on cash 18 14
NET INCREASE IN CASH 15 453
CASH AT BEGINNING OF PERIOD 285 370
------- -------
CASH AT END OF PERIOD $ 300 $ 823
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 1,856 $ 1,824
Cash paid during the period for interest $ 42 $ 18
see notes to consolidated condensed financial statements
-3-
UTAH MEDICAL PRODUCTS, INC.
---------------------------
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
examined 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 June 30, 2003 and December 31, 2002 (in thousands) consisted
of the following:
June 30, December 31,
2003 2002
------------ --------------
Finished goods $ 1,546 $ 1,236
Work-in-process 792 907
Raw materials 1,524 1,335
------ -----
Total $3,862 $3,478
====== ======
(3) Stock-Based Compensation. At June 30, 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 Six Months
Ended Ended
June 30, June 30,
2003 2002 2003 2002
----------- ---------- ----------- ----------
Net Income as reported $1,837 $1,785 $3,625 $3,497
Deduct:
Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects -44 -52 -83 -97
----------- ---------- ----------- ----------
Net income pro forma $1,793 $1,733 $3,542 $3,400
----------- ---------- ----------- ----------
Earnings per share:
Basic - as reported $0.41 $0.36 $0.81 $0.70
----------- ---------- ----------- ----------
Basic - pro forma $0.40 $0.35 $0.79 $0.68
----------- ---------- ----------- ----------
Diluted - as reported $0.38 $0.33 $0.75 $0.65
----------- ---------- ----------- ----------
Diluted - pro forma $0.37 $0.32 $0.73 $0.63
----------- ---------- ----------- ----------
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 and six months ending June 30, 2003 was (in
thousands) $2,016 and $3,909 net of taxes, respectively.
(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) $39 for the six months ending June 30, 2003, and is
expected to be an additional $35 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) Effective May, 21, 2003, UTMD modified its unsecured revolving
line-of-credit agreement with U.S. Bank National Association to extend the
maturity date of the note by one year to May 31, 2005. All other terms of the
note remain the same.
(7) 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 or six month period in comparison with a previous
three or six 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 second quarter (2Q) 2003, UTMD's consolidated global sales increased 1%
relative to 2Q 2002. At the same time, the Company achieved the following
profitability measures for the most recent calendar quarter:
Gross Profit Margin (gross profits/ sales): 59.0%
Operating Profit Margin (operating profits/ sales): 39.6%
Net Profit Margin (profit after taxes/ sales): 26.9%
2Q 2003 EPS increased 14% to $.38 on a diluted basis. As a result, UTMD
concluded its twenty-second consecutive quarter of higher Earnings Per Share
(EPS) when compared to the same quarter in the prior year.
For first half (1H) 2003, total consolidated sales increased 2% relative to
1H 2002. At the same time, the Company achieved the following profitability
measures for six months year-to-date:
Gross Profit Margin (gross profits/ sales): 58.4%
Operating Profit Margin (operating profits/ sales): 39.5%
Net Profit Margin (profit after taxes/ sales): 26.4%
1H 2003 EPS increased 15% to $.75 on a diluted basis. EPS for the last
twelve months (LTM) were $1.46.
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 1% increase in 2Q 2003 total sales was caused by a 6% increase in
international sales. Dollar- denominated shipments from UTMD's Ireland facility
were up 18%. International sales, which continued to benefit from a weaker US
Dollar, were $1,522 in 2Q 2003 compared to $1,438 in 2Q 2002. Domestic sales
decreased 1% compared to 2Q 2002. Slightly lower domestic sales dollars were
split about evenly between OEM and direct sales.
1H 2003 total sales increased 2%. The increased sales were caused by a 12%
increase in international sales. International sales in 1H 2003 were $3,079
compared to $2,751 in 1H 2002. Of the international sales, 59% were made in
Europe during 1H 2003 compared to 57% in 1H 2002. Domestic direct sales were
down 1%, and domestic OEM sales were down 2%, compared to 1H 2002.
Global revenues by product category:
1. Obstetrics. 2Q 2003 obstetrics product sales were $2,828 compared to
$2,945 in 2Q 2002. First half 2003 obstetric sales were $5,607 compared to
$5,854 in 1H 2002.
2. Gynecology/ Electrosurgery/ Urology. 2Q 2003 Gyn/ES/Uro product sales
were $1,376 compared to $1,321 in 2Q 2002. First half 2003 Gyn/ES/Uro sales were
$2,787 compared to $2,677 in 1H 2002.
6
3. Neonatal. 2Q 2003 neonatal product sales were $987 compared to $911 in
2Q 2002. First half 2003 neonatal sales were $1,969 compared to $1,845 in 1H
2002.
4. Blood Pressure Monitoring and Accessories (BPM). 2Q 2003 BPM product
sales were $1,649 compared to $1,622 in 2Q 2002. First half 2003 BPM sales were
$3,354 compared to $3,129 in 1H 2002. This category includes miscellaneous
molded parts sold to OEM customers.
c) Gross Profit
UTMD's 2Q and 1H 2003 gross profit margins (GPM), gross profits as a
percentage of sales, were 59.0% and 58.4%, respectively, compared to 57.6% and
57.3% in 2Q and 1H 2002. GPM have been higher in 2003 because of improved
manufacturing efficiencies.
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.
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 GPM target during the remainder of 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, particularly for employee
health plan benefits.
d) Operating Profit
2Q 2003 operating profits increased 4% to $2,712 from $2,602 in 2Q 2002.
1H 2003 operating profits increased 6% to $5,424 from $5,124 in 1H 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
19.3% of sales in 2Q 2003, which was the same rate as in 2Q 2002. Total
operating expenses were 18.9% of sales in 1H 2003, compared to 19.3% of sales in
1H 2002. 2Q and 1H 2003 operating profit margins were 39.6% and 39.5% of sales,
respectively, compared to 38.3% and 37.9% of sales in 2Q and 1H 2002.
S&M expenses in 2Q 2003 were $627 or 9.2% of sales compared to $639 or
9.4% of sales in 2Q 2002. S&M expenses in 1H 2003 were $1,196 or 8.7% of sales
compared to $1,246 or 9.2% of sales in 1H 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 2Q 2003 were $69 or 1.0% of sales compared to $68 or 1.0%
of sales in 2Q 2002. R&D expenses in 1H 2003 were $142 or 1.0% of sales compared
to $126 or 0.9% of sales in 1H 2002. Management expects R&D expenses during 2003
to be in the range of 1-2% of sales.
G&A expenses in 2Q 2003 were $626 or 9.1% of sales compared to $607 or
8.9% of 2Q 2002 sales. G&A expenses in 1H 2003 were $1,249 or 9.1% of sales
compared to $1,238 or 9.2% of 1H 2002 sales. In addition to litigation costs,
G&A expenses include the cost of outside auditors and corporate governance
activities relating to the implementation of new SEC rules resulting from the
Sarbanes-Oxley Act of 2002. Management expects G&A expenses during 2003 to be in
the range of 9-10% of sales.
e) Non-operating income
Non-operating income in 2Q 2003 was $85 compared to $126 in 2Q 2002, and
$165 in 1H 2003 compared to $239 in 1H 2002. The decrease was due to higher
interest expense resulting from higher average line of credit loan balances
during 2003 compared to 2002, and the loss in 2003 of rental income from an
unused portion of the Ireland facility. Interest expense was $16 in 2Q 2003
compared to $5 in 2Q 2002, and $42 in 1H 2003 compared to $18 in 1H 2002. The
average line of credit balance for 1H 2003 was $3.3 million compared to $1.1
million in 1H 2002. Royalty income, which UTMD receives for licensing its
technology to other companies, was approximately the same comparing the same
periods in both years. At June 30, 2003 the line of credit balance was $1,867.
7
f) Earnings Before Income Taxes
2Q 2003 earnings before income taxes (EBT) increased 3% to $2,797 from
$2,728 in 2Q 2002. 1H 2003 EBT increased 4% to $5,589 from $5,362 in 1H 2002. 2Q
2003 EBT margin was 40.9% of sales compared to 40.1% in 2Q 2002. 1H 2003 EBT
margin was 40.7% compared to 39.7% in 1H 2002.
g) Net Income and Earnings per Share
UTMD's net profit margin (NPM), net income (after taxes) expressed as a
percentage of sales, was 26.9% and 26.4% for 2Q and 1H 2003, respectively,
compared to 26.3% and 25.9% in 2002. 2Q 2003 net income increased 3% to $1,837
from $1,785 in 2Q 2002. 1H 2003 net income increased 4% to $3,625 from $3,497 in
1H 2002. UTMD's effective income tax rate in 2Q and 1H 2003 was 34.3% and 35.1%,
respectively, compared to 34.6% and 34.8% in 2Q and 1H 2002. The reduction in
UTMD's estimated income tax rate during 2Q 2003 was due to an increase in
employee option exercises. For employee options exercised and sold in less than
one year, the taxable gain realized by the employee is tax deductible to the
Company. UTMD's tax rate for the remainder of 2003 may be higher or lower than
in 2002 depending largely on employee option exercises, but also on the portion
of total earnings from Ireland versus the U.S., because the income tax rate on
value-added in Ireland is substantially lower than the rate in the U.S.
Diluted 2Q 2003 Earnings per Share (EPS) increased 14% to $.38 from $.33
in 2Q 2002. Diluted 1H 2003 EPS increased 15% to $.75 from $.65 in 1H 2002. The
higher rate of increase in EPS versus other income statement measures was due to
decreased shares outstanding in 2003 compared to 2002. 2Q 2003 weighted average
number of diluted common shares (the number used to calculate diluted EPS) were
4,848,000 compared to 5,367,000 shares in 2Q 2002. 1H 2003 weighted average
number of diluted common shares were 4,833,000 compared to 5,367,000 shares in
1H 2002. UTMD completed a tender offer in 4Q 2002 under which it repurchased
about 503,000 shares of stock. In addition, the Company repurchased 20,900
shares in 1H 2003. Exercises of employee options in 1H 2003 offset the
repurchases by adding 82,100 shares (net of shares traded or swapped by
employees as payment for the exercise cost or tax withholding). 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 unexercised options with an exercise
price below the current market value. The dilution calculation added 366,000 and
370,000 shares to actual weighted average shares outstanding in 2Q and 1H 2003,
respectively, compared to 350,000 and 347,000 shares in 2Q and 1H 2002. Actual
outstanding common shares as of the end of 2Q 2003 were 4,504,400 compared to
5,021,400 at the end of 2Q 2002.
h) Return on Shareholders' Equity (ROE)
ROE is equal to net profits divided by average shareholder equity during a
specific time period. Annualized ROE in 2Q 2003 was 39% and was 41% for 1H 2003,
compared to 35% in both 2Q and 1H 2002. The higher ROE in 2003 resulted because
all three factors that comprise ROE were 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 again 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 cash 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 $3,282 in 1H 2003 compared to $3,781 in 1H
2002. The $498 decrease in cash provided by operating activities in 1H 2003
compared to 1H 2002 is explained by a $418 higher increase in trade receivables,
$341 larger increase in inventories and prepaid expenses, $116 less
depreciation, and $146 greater decrease in accounts payable and accrued expenses
for the period offset by $318 greater decrease in accrued interest and other
receivables and $189 higher net income and tax benefit from options exercised.
8
The Company expended $123 during 1H 2003 for purchases of property and
equipment, representing all of net cash used in investing activities, compared
to using $300 to purchase property and equipment in 1H 2002. This rate of
investing is required to keep facilities, equipment and tooling in good working
condition.
In 1H 2003, UTMD received $1,112 from issuing 122,057 shares of stock upon
the exercise of employee stock options and repurchased 20,900 shares of stock in
the open market at a cost of $385. In addition the Company retired 39,988 option
shares as the result of employees trading UTMD shares in payment for the
exercise of stock options and related tax withholding requirements, at a cost of
$801. Employee option exercises were at an average price of $9.11 per share. 1H
2003 share repurchases in the open market were at an average cost of $18.43 per
share, including commissions. In 1H 2002, the Company received $455 from issuing
58,582 shares of stock upon the exercise of employee stock options and paid $995
to repurchase 66,000 shares.
During 1H 2003, UTMD made repayments of $3,088 on its note payable, while
receiving $0 in proceeds from the note (line of credit). In 1H 2002, UTMD made
loan repayments of $2,501 and received $0 in proceeds from the note.
As a result of the above cash flow activities, cash (and equivalent)
balances increased $15 from a balance of $285 at December 31, 2002 to $300 at
June 30, 2003. Cash (and equivalent) balances at June 30, 2002 were $823.
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 $300-400 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
June 30, 2003 total assets were $635 higher than at December 31, 2002.
Current assets increased $637 due to a $294 increase in receivables (A/R and
other, net of allowances) and a $384 increase in inventories (raw materials and
finished goods). Inventories increased due to preparation 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. UTMD plans to make adjustments to decrease
inventory balances during the remainder of 2003. Net property and equipment
increased $36 although $469 depreciation of existing assets exceeded $123 new
asset purchases. The increase was due to a $314 increase in dollar-denominated
value of assets in Ireland because the U.S. dollar (USD) declined about 8%
relative to the EURO. Net intangible assets declined $39 as a result of
amortization of patents and other intellectual property. At June 30, 2003, net
intangible assets were 28% of total assets, compared to 29% at year- end 2002.
Cash (and equivalent) balances were $300 at June 30, 2003, compared to
$285 on December 31, 2002. Until the line of credit balance is paid off, cash
balances will remain about the same. UTMD maintains "sweep" accounts that move
any unneeded cash for day-to-day operations to reduce the line of credit.
For reasons previously described, average inventory turns declined to 3.1
times in 1H 2003 from 3.4 times in 1H 2002. Receivables balances as of June 30,
2003 yielded average "days in receivables" of 45 days, well within management's
target. At the end of 2002 and June 30, 2002, respectively, days in receivables
were 41 and 46.
As of June 30, 2003, UTMD's total debt ratio (total liabilities/ total
assets) decreased to 17% from 33% on December 31, 2002. The decrease resulted
primarily from reducing the line of credit balance. The total debt ratio on June
30, 2002, at which time the line of credit balance was zero, was 10%. The
current line of credit balance is due to debt 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.
9
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:
1H 2003 1H 2002
Income Before Income Tax Expense $5,589 $5,362
Depreciation and Amortization 508 624
Interest 42 18
-------- --------
Total = EBITDA: $6,140 $6,005
EBITDA is a measure of UTMD's ability to generate cash. As a ratio of
sales, EBITDA was 45% in 1H 2003 compared to 44% in 1H 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;
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.
2Q and 1H 2003 financial results are consistent with achieving the
previously stated plan.
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 0.8675 EURO per USD as of June 30, 2003, and
1.0055 EURO per USD as of June 30, 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
10
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.
11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
SEC
Exhibit # Reference # Title of Document
--------- ----------- -----------------
1 10 First Amendment to Loan Agreement, dated 21
May, 2003 between Utah Medical Products, Inc.
and U.S. Bank National Association
2 31 Form of Section 302 Certification - CEO
3 31 Form of Section 302 Certification - Principal
Financial Officer
4 32 Certification of CEO pursuant to 18
U.S.C.ss.1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
5 32 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 July 22, 2003, UTMD filed a report on Form 8-K, Item 12, Results of
Operations and Financial Condition, reporting financial results for second
quarter 2003.
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: 8/13/03 By: /s/ Kevin L. Cornwell
------------ ---------------------------------------
Kevin L. Cornwell
CEO
Date: 8/13/03 By: /s/ Paul O. Richins
------------ ---------------------------------------
Paul O. Richins
Principal Financial Officer
12