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: September 30, 2003 Commission File No. 0-11178
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UTAH MEDICAL PRODUCTS, INC.
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(Exact name of Registrant as specified in its charter)
UTAH 87-0342734
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7043 South 300 West
Midvale, Utah 84047
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Address of principal executive offices
Registrant's telephone number: (801) 566-1200
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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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of November 9, 2003: 4,615,521
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UTAH MEDICAL PRODUCTS, INC.
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INDEX TO FORM 10-Q
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PART I - FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
September 30, 2003 and December 31, 2002 ................................. 1
Consolidated Condensed Statements of Income for the
three and nine months ended September 30, 2003 and September 30, 2002 .... 2
Consolidated Condensed Statements of Cash Flows for the
nine months ended September 30, 2003 and September 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 ......................................11
SIGNATURES .......................................................................11
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
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CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
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SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
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(in thousands)
(unaudited) (audited)
ASSETS SEPTEMBER 30, 2003 DECEMBER 31, 2002
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Current assets:
Cash $ 925 $ 285
Accounts receivable - net 3,705 3,093
Inventories 3,657 3,478
Other current assets 814 901
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Total current assets 9,100 7,757
Property and equipment - net 8,781 8,890
Goodwill 8,533 8,533
Goodwill - accumulated amortization (2,288) (2,288)
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Goodwill - net 6,245 6,245
Other intangible assets 2,653 2,586
Other intangible assets - accumulated amortization (2,148) (2,091)
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Other intangible assets - net 505 495
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TOTAL $ 24,631 $ 23,387
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
Accounts payable $ 560 $ 631
Accrued expenses 1,374 1,688
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Total current liabilities 1,934 2,319
Notes payable -- 4,956
Deferred income taxes 383 390
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Total liabilities 2,317 7,665
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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 - September 30, 2003, 4,596 shares
December 31, 2002, 4,443 shares 46 44
Additional paid-in capital 656 --
Cumulative foreign currency translation adjustment (667) (1,115)
Retained earnings 22,279 16,793
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Total stockholders' equity 22,314 15,722
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TOTAL $ 24,631 $ 23,387
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see notes to consolidated condensed financial statements
1
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
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CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE
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THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
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(in thousands, except per share amounts)
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(unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
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2003 2002 2003 2002
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NET SALES $ 6,761 $ 7,005 $20,478 $20,510
COST OF SALES 2,782 2,926 8,488 8,698
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Gross Margin 3,979 4,079 11,990 11,812
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EXPENSES:
Selling, general and administrative 1,208 1,228 3,653 3,712
Research & development 75 76 217 202
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Total 1,283 1,304 3,870 3,914
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Income from Operations 2,696 2,775 8,120 7,898
OTHER INCOME 107 113 273 352
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Income Before Income Tax Expense 2,803 2,888 8,393 8,250
INCOME TAX EXPENSE 942 1,005 2,907 2,870
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Net Income $ 1,861 $ 1,883 $ 5,486 $ 5,380
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BASIC EARNINGS PER SHARE $ 0.41 $ 0.38 $ 1.22 $ 1.08
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DILUTED EARNINGS PER SHARE $ 0.38 $ 0.36 $ 1.13 $ 1.01
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SHARES OUTSTANDING - BASIC 4,579 4,949 4,502 4,996
======= ======= ======= =======
SHARES OUTSTANDING - DILUTED 4,920 5,261 4,870 5,331
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see notes to consolidated condensed financial statements
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UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
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(in thousands - unaudited)
SEPTEMBER 30,
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2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,486 $ 5,380
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Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 748 904
Provision for losses on accounts receivable (5) 12
Loss on disposal of assets 4 0
Deferred income taxes (213) (77)
Tax benefit attributable to exercise of stock options 889 214
Changes in operating assets and liabilities:
Accounts receivable 120 246
Accrued interest and other receivables (350) 0
Inventories (193) 195
Prepaid expenses (21) (45)
Accounts payable (89) 133
Accrued expenses (355) (581)
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Total adjustments 533 1,001
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Net cash provided by operating activities 6,020 6,381
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
Property and equipment (147) (349)
Intangible assets (66) --
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Net cash used in investing activities (213) (349)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 2,257 645
Common stock purchased and retired (385) (2,727)
Common stock purchased and retired - options (2,103) --
Proceeds from note payable -- --
Repayments of note payable (4,956) (2,501)
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Net cash used in financing activities (5,187) (4,582)
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Effect of exchange rate changes on cash 20 13
NET INCREASE IN CASH 640 1,463
CASH AT BEGINNING OF PERIOD 285 370
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CASH AT END OF PERIOD $ 925 $ 1,833
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 2,512 $ 2,700
Cash paid during the period for interest $ 47 $ 18
see notes to consolidated condensed financial statements
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UTAH MEDICAL PRODUCTS, INC.
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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(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 September 30, 2003 and December 31, 2002 (in thousands)
consisted of the following:
September 30, December 31,
2003 2002
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Finished goods $1,478 $1,236
Work-in-process 821 907
Raw materials 1,358 1,335
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Total $3,657 $3,478
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(3) Stock-Based Compensation. At September 30, 2003 the Company had 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 Nine Months
Ended Ended
September 30, September 30,
2003 2002 2003 2002
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Net Income as reported $ 1,861 $ 1,883 $ 5,486 $ 5,380
Deduct:
Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects -49 -41 -131 -138
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Net income pro forma $ 1,812 $ 1,842 $ 5,355 $ 5,242
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Earnings per share:
Basic - as reported $ 0.41 $ 0.38 $ 1.22 $ 1.08
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Basic - pro forma $ 0.40 $ 0.37 $ 1.19 $ 1.05
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Diluted - as reported $ 0.38 $ 0.36 $ 1.13 $ 1.01
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Diluted - pro forma $ 0.37 $ 0.35 $ 1.10 $ 0.98
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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 nine months ending September 30, 2003 was
(in thousands) $1,875 and $5,784 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) $57 for the nine months ending September 30, 2003, and is
expected to be an additional $17 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 third quarter (3Q) 2003, UTMD's consolidated global sales decreased 3%
relative to 3Q 2002. At the same time, the Company achieved the following
profitability measures for the most recent calendar quarter:
Gross Profit Margin (gross profits/ sales): 58.9%
Operating Profit Margin (operating profits/ sales): 39.9%
Net Profit Margin (profit after taxes/ sales): 27.5%
3Q 2003 EPS increased 6% to $.38 on a diluted basis. As a result, UTMD
concluded its twenty-third consecutive quarter of higher Earnings Per Share
(EPS) when compared to the same quarter in the prior year.
For first nine months (9M) 2003, total consolidated sales were essentially
the same as 9M 2002. At the same time, the Company achieved the following
profitability measures 9M 2003:
Gross Profit Margin (gross profits/ sales): 58.6%
Operating Profit Margin (operating profits/ sales): 39.7%
Net Profit Margin (profit after taxes/ sales): 26.8%
9M 2003 EPS increased 12% to $1.13 on a diluted basis. EPS for the last
twelve months (LTM) were $1.48.
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% decrease in 3Q 2003 total sales was caused primarily by an 11%
decrease in international sales. International sales, down despite the
continuing benefit of a weaker US Dollar, were $1,318 in 3Q 2003 compared to
$1,482 in 3Q 2002. Dollar-denominated shipments from UTMD's Ireland facility
were down 14%, while Euro- denominated shipments from UTMD's Ireland facility
were down 25%. Domestic sales decreased 1% compared to 3Q 2002.
9M 2003 total sales were essentially the same as in 9M 2002.
Dollar-denominated international sales during this nine month period increased
4%. International sales in 9M 2003 were $4,398 compared to $4,233 in 9M 2002. Of
the international sales, 59% were made in Europe during 9M 2003 compared to 60%
in 9M 2002. 9M 2003 domestic sales decreased 1% compared to 9M 2002.
Global revenues by product category:
1. Obstetrics. 3Q 2003 obstetrics product sales were $2,980 compared to
$3,131 in 3Q 2002. First nine months 2003 obstetric sales were $8,587 compared
to $8,984 in 9M 2002.
2. Gynecology/ Electrosurgery/ Urology. 3Q 2003 Gyn/ES/Uro product sales
were $1,272 compared to $1,250 in 3Q 2002. First nine months 2003 Gyn/ES/Uro
sales were $4,060 compared to $3,928 in 9M 2002.
-6-
3. Neonatal. 3Q 2003 neonatal product sales were $1,082 compared to $1,018
in 3Q 2002. First nine months 2003 neonatal sales were $3,051 compared to
$2,864 in 9M 2002.
4. Blood Pressure Monitoring and Accessories (BPM). 3Q 2003 BPM product
sales were $1,427 compared to $1,607 in 3Q 2002. First nine months 2003 BPM
sales were $4,781 compared to $4,735 in 9M 2002. This category includes
miscellaneous molded parts sold to OEM customers.
c) Gross Profit
UTMD's 3Q and 9M 2003 gross profit margins (GPM), gross profits as a
percentage of sales, were 58.9% and 58.6% respectively, compared to 58.2% and
57.6% in 3Q and 9M 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
3Q 2003 operating profits decreased 3% to $2,696 from $2,775 in 3Q 2002.
9M 2003 operating profits increased 3% to $8,120 from $7,898 in 9M 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
19.0% of sales in 3Q 2003, compared to 18.6% in 3Q 2002. Total operating
expenses were 18.9% of sales in 9M 2003, compared to 19.1% of sales in 9M 2002.
3Q and 9M 2003 operating profit margins were 39.9% and 39.7% of sales,
respectively, compared to 39.6% and 38.5% of sales in 3Q and 9M 2002.
S&M expenses in 3Q 2003 were $582 or 8.6% of sales compared to $618 or
8.8% of sales in 3Q 2002. S&M expenses in 9M 2003 were $1,778 or 8.7% of sales
compared to $1,864 or 9.1% of sales in 9M 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 marketing expenses, but intends to manage S&M expenses to
remain less than 9% of sales.
R&D expenses in 3Q 2003 were $75 or 1.1% of sales compared to $76 or 1.1%
of sales in 3Q 2002. R&D expenses in 9M 2003 were $217 or 1.1% of sales compared
to $202 or 1.0% of sales in 9M 2002. Management expects R&D expenses during 2003
as a whole to be approximately 1-2% of sales.
G&A expenses in 3Q 2003 were $627 or 9.3% of sales compared to $610 or
8.7% of 3Q 2002 sales. G&A expenses in 9M 2003 were $1,876 or 9.2% of sales
compared to $1,848 or 9.0% of 9M 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 3Q 2003 was $107 compared to $113 in 3Q 2002, and
$273 in 9M 2003 compared to $352 in 9M 2002. The decrease was due to higher
interest expense resulting from higher average line of credit loan balances
during 2003 (resulting from financing the November 2002 repurchase of 503,000
shares) compared to 2002, and less 2003 rental income from the unused portion of
the Ireland facility. Interest expense was $5 in 3Q 2003 compared to none in 3Q
2002, and $47 in 9M 2003 compared to $18 in 9M 2002. The average line of credit
balance for 9M 2003 was $2.4 million compared to $0.7 million in 9M 2002.
Royalty income, which UTMD receives for licensing its technology to other
companies, was approximately the same for the same periods in both years. The
line of credit balance was paid off in September 2003.
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f) Earnings Before Income Taxes
3Q 2003 earnings before income taxes (EBT) decreased 3% to $2,803 from
$2,888 in 3Q 2002. 9M 2003 EBT increased 2% to $8,393 from $8,250 in 9M 2002. 3Q
2003 EBT margin was 41.5% of sales compared to 41.2% in 3Q 2002. 9M 2003 EBT
margin was 41.0% compared to 40.2% in 9M 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 27.5% and 26.8% for 3Q and 9M 2003, respectively,
compared to 26.9% and 26.2% in 2002. 3Q 2003 net income decreased 1% to $1,861
from $1,883 in 3Q 2002. 9M 2003 net income increased 2% to $5,486 from $5,380 in
9M 2002. UTMD's effective income tax rate in 3Q and 9M 2003 was 33.6% and 34.6%,
respectively, compared to 34.8% in both 3Q and 9M 2002. The reduction in UTMD's
estimated income tax rate during 3Q 2003 was due to an increase in employee
option exercises. For employee incentive options exercised and sold in less than
one year, and for all non-qualified option exercises, the taxable gain realized
by the employee is tax deductible to the Company. UTMD's tax rate for the
remainder of 2003 may be lower or higher than in 2002 depending largely on
employee option exercises (which would lower it) or whether or not UTMD receives
a taxable damages award from Tyco (which would raise it).
Diluted 3Q 2003 Earnings per Share (EPS) increased 6% to $.38 from $.36 in
3Q 2002. Diluted 9M 2003 EPS increased 12% to $1.13 from $1.01 in 9M 2002. The
higher rate of increase in EPS versus other income statement measures was due to
decreased diluted shares in 2003 compared to 2002. 3Q 2003 weighted average
number of diluted common shares (the number used to calculate diluted EPS) were
4,920,000 compared to 5,261,000 shares in 3Q 2002. 9M 2003 weighted average
number of diluted common shares were 4,870,000 compared to 5,331,000 shares in
9M 2002. UTMD completed a tender offer in 4Q 2002 under which it repurchased
about 503,000 shares of stock. The Company repurchased 20,900 shares in 9M 2003.
Exercises of employee options in 9M 2003 offset the repurchases by adding
174,100 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
stock market value. The dilution calculation added 341,000 and 368,000 shares to
actual weighted average shares outstanding in 3Q and 9M 2003 respectively,
compared to 312,000 and 335,000 shares in 3Q and 9M 2002. Actual outstanding
common shares as of the end of 3Q 2003 were 4,596,400 compared to 4,917,600 at
the end of 3Q 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 3Q 2003 and 9M 2003 was 35% and 39%
respectively, compared to 34% and 36% in 3Q and 9M 2002 respectively. The higher
ROE in 2003 resulted from higher profitability and financial leverage in 2003.
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 will 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
Net cash provided by operating activities, including adjustments for
depreciation and other non-cash operating expenses, along with changes in
working capital, totaled $6,020 in 9M 2003 compared to $6,381 in 9M 2002.
The Company expended $147 during 9M 2003 for purchases of property and
equipment, and $66 for intangible assets. In 9M 2002 the Company used $349 to
purchase property and equipment. This rate of investing is required to keep
facilities, equipment and tooling in good working condition.
In 9M 2003, UTMD received $2,257 from issuing 273,917 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 99,795 option
shares as the result of employees trading UTMD shares in payment for the
exercise
-8-
of stock options and related tax withholding requirements, at a cost of $2,103.
Employee option exercises were at an average price of $8.24 per share. 9M 2003
share repurchases in the open market were at an average cost of $18.43 per
share, including commissions. In 9M 2002, the Company received $645 from issuing
81,186 shares of stock upon the exercise of employee stock options and paid
$2,727 to repurchase 192,400 shares.
During 9M 2003, UTMD made repayments of $4,956 on its note payable, while
receiving $0 in proceeds from the note (line of credit). In 9M 2002, UTMD made
loan repayments of $2,501 and received $0 in proceeds from the note. UTMD paid
off the outstanding balance of the note during 3Q 2003.
As a result of the above cash flow activities, cash (and equivalent)
balances increased $288 from a balance of $285 at December 31, 2002 to $925 at
September 30, 2003. Cash (and equivalent) balances at September 30, 2002 were
$1,833.
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 $100-200 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
September 30, 2003 total assets were $1,244 higher than at December 31,
2002. Current assets increased $1,343 due to a $640 increase in cash, a $612
increase in receivables (A/R and other, net of allowances) and a $179 increase
in inventories (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
decreased $109 because $691 depreciation of existing assets exceeded $147 new
asset purchases. The decrease in NP&E was offset substantially by a $329
increase in dollar-denominated value of assets in Ireland because the U.S.
dollar (USD) declined about 11% relative to the EURO. Net intangible assets
increased $10 as a result of new purchases partially offset by amortization of
patents and other intellectual property. At September 30, 2003, net intangible
assets were 27% of total assets, compared to 29% at year-end 2002.
Cash (and equivalent) balances were $925 at September 30, 2003, compared
to $285 on December 31, 2002. UTMD maintains "sweep" accounts that move any
unneeded cash for day-to-day operations to an interest bearing account or to
reduce the line of credit.
For reasons previously described, average inventory turns declined to 3.0
times in 9M 2003 from 3.6 times in 9M 2002. Receivables balances as of September
30, 2003 yielded average "days in receivables" of 42 days, well within
management's target. At the end of 2002 and September 30, 2002, respectively,
days in receivables were 41 and 44.
As of September 30, 2003, UTMD's total debt ratio (total liabilities/
total assets) decreased to 9% from 33% on December 31, 2002. The decrease
resulted primarily from eliminating the line of credit balance. The total debt
ratio on September 30, 2002, at which time the line of credit balance was also
zero, was 9%. The recent line of credit balances were 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, or receipt of a large cash damages award, UTMD expects the debt
ratio to remain around 10% during the rest of 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
-9-
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:
9M 2003 9M 2002
-------- --------
Income Before Income Tax Expense $8,393 $8,250
Depreciation and Amortization 748 904
Interest 47 18
-------- --------
Total = EBITDA: $9,187 $9,172
EBITDA is a measure of UTMD's ability to generate cash. As a ratio of
sales, EBITDA was 45% in both 9M 2003 and 9M 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.
3Q and 9M 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 0.8565 EURO per USD as of September 30,
2003, and 1.0117 EURO per USD as of September 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 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.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
SEC
Exhibit # Reference # Title of Document
- --------- ----------- -----------------
1 31 Certification of CEO pursuant to Rule 13a-14(a) as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
2 31 Certification of Principal Financial Officer
pursuant to Rule 13a-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
3 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
4 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: 11/10/03 By: /s/ Kevin L. Cornwell
---------- ---------------------------------
Kevin L. Cornwell
CEO
Date: 11/10/03 By: /s/ Greg A. LeClaire
---------- ---------------------------------
Greg A. LeClaire
Chief Financial Officer
-11-
Exhibit 1
CERTIFICATION OF CEO
PURSUANT TO RULE 13a-14(a) AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: November 10, 2003
/s/ Kevin L. Cornwell
- -------------------------------
Kevin L. Cornwell
Chief Executive Officer
Exhibit 2
CERTIFICATION OF PRINCIPLE FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Greg A. LeClaire, Chief 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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: November 10, 2003
/s/ Greg A. LeClaire
- ----------------------------------
Greg A. LeClaire
Chief Financial Officer
Exhibit 3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Utah Medical Products, Inc. (the
"Company") on Form 10-Q for the period ending September 30, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Kevin L. Cornwell, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ Kevin L. Cornwell
- --------------------------------
Kevin L. Cornwell
Chief Executive Officer
November 10, 2003
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 4
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Utah Medical Products, Inc. (the
"Company") on Form 10-Q for the period ending September 30, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Greg A. LeClaire, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ Greg A. LeClaire
- -----------------------------------
Greg A. LeClaire
Chief Financial Officer
November 10, 2003
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.