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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, 2004 Commission File No. 0-11178
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UTAH MEDICAL PRODUCTS, INC.
(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 May 7, 2004: 4,495,879
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UTAH MEDICAL PRODUCTS, INC.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
March 31, 2004 and December 31, 2003 ........................ 1
Consolidated Condensed Statements of Income for the
three months ended March 31, 2004 and March 31, 2003 ........ 2
Consolidated Condensed Statements of Cash Flows for the
three months ended March 31, 2004 and March 31, 2003 ........ 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 2. Changes in Securities, Use of Proceeds and
Issuer Purchases of Equity Securities ..................... 11
Item 4. Submission of Matters to a Vote of Security Holders ....... 11
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
MARCH 31, 2004 AND DECEMBER 31, 2003
(in thousands)
(unaudited) (audited)
ASSETS MARCH 31, 2004 DECEMBER 31, 2003
- ------ -------------- -----------------
Current assets:
Cash $ 850 $ 762
Investments, available-for-sale 22,625 722
Accounts receivable - net 3,448 3,326
Inventories 3,602 3,268
Litigation receivable - 24,884
Other current assets 1,047 940
------------ ------------
Total current assets 31,572 33,902
Property and equipment - net 8,873 9,005
Goodwill 8,533 8,533
Goodwill - accumulated amortization (2,288) (2,288)
------------ ------------
Goodwill - net 6,245 6,245
Other intangible assets 2,718 2,708
Other intangible assets - accumulated amortization (2,183) (2,166)
------------ ------------
Other intangible assets - net 535 542
TOTAL $ 47,225 $ 49,694
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 562 $ 368
Accrued expenses 6,933 12,129
------------ ------------
Total current liabilities 7,495 12,497
Deferred income taxes 605 665
------------ ------------
Total liabilities 8,100 13,162
------------ ------------
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, 2004, 4,454 shares
December 31, 2003, 4,544 shares 45 45
Accumulated other comprehensive income (409) (260)
Retained earnings 39,489 36,747
------------ ------------
Total stockholders' equity 39,125 36,532
------------ ------------
TOTAL $ 47,225 $ 49,694
============ ============
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, 2004 AND MARCH 31, 2003
(in thousands, except per share amounts)
(unaudited)
THREE MONTHS ENDED
MARCH 31,
------------------------------------------------
2004 2003
---------------- ----------------
NET SALES $ 6,616 $ 6,877
COST OF SALES 2,766 2,900
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Gross Margin 3,850 3,977
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EXPENSES:
Selling, general and administrative 1,155 1,192
Research & development 65 73
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Total 1,220 1,265
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Income from Operations 2,630 2,712
OTHER INCOME 153 81
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Income Before Income Tax Expense 2,783 2,793
INCOME TAX EXPENSE 957 1,005
---------------- ----------------
Income Before Extraordinary Item $ 1,826 $ 1,788
================ ================
EXTRAORDINARY ITEM - Gain from Litigation,
net of income taxes of $2,361 3,349 -
Net Income $ 5,175 $ 1,788
================ ================
BASIC EARNINGS PER SHARE
Before Extraordinary Item $ 0.40 $ 0.40
Extraordinary Item 0.74 -
---------------- ----------------
Total $ 1.14 $ 0.40
================ ================
DILUTED EARNINGS PER SHARE
Before Extraordinary Item $ 0.38 $ 0.37
Extraordinary Item 0.69 -
---------------- ----------------
Total $ 1.07 $ 0.37
================ ================
SHARES OUTSTANDING - BASIC 4,516 4,444
================ ================
SHARES OUTSTANDING - DILUTED 4,845 4,816
================ ================
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, 2004 AND MARCH 31, 2003
(in thousands - unaudited)
MARCH 31,
-----------------------------------
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,175 $ 1,788
------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 229 259
Provision for (recovery of) losses on accounts receivable 3 (9)
Deferred income taxes (69) (188)
Tax benefit attributable to exercise of stock options 61 20
Changes in operating assets and liabilities:
Accounts receivable - trade (53) (62)
Accrued interest and other receivables (85) 150
Litigation receivable 24,884 -
Inventories (369) (153)
Prepaid expenses (96) (108)
Accounts payable 198 88
Accrued expenses (5,188) 360
------------ ------------
Total adjustments 19,514 357
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Net cash provided by operating activities 24,689 2,144
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
Property and equipment (189) (101)
Intangible assets (10) -
Purchases of investments (21,903) -
------------ ------------
Net cash used in investing activities (22,102) (101)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - options 199 157
Common stock purchased and retired (2,690) (220)
Proceeds from note payable - -
Repayments of note payable - (1,998)
------------ ------------
Net cash used in financing activities (2,491) (2,061)
------------ ------------
Effect of exchange rate changes on cash (8) 5
NET INCREASE (DECREASE) IN CASH 88 (13)
CASH AT BEGINNING OF PERIOD 762 285
------------ ------------
CASH AT END OF PERIOD $ 850 $ 272
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 7,898 $ 78
Cash paid during the period for interest $ - $ 26
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, 2003. 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 March 31, 2004 and December 31, 2003 (in thousands) consisted
of the following:
March 31, December 31,
2004 2003
---- ----
Finished goods $1,408 $ 1,495
Work-in-process 811 631
Raw materials 1,383 1,142
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Total $3,602 $3,268
====== ======
(3) Stock-Based Compensation. At March 31, 2004 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 Ended
March 31,
----------- -------------
2004 2003
----------- -------------
Net Income as reported $5,175 $1,788
Deduct:
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax -85 -39
effects ----------- -------------
Net income pro forma $5,090 $1,749
----------- -------------
Earnings per share:
Basic - as reported $1.14 $0.40
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Basic - pro forma $1.13 $0.39
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Diluted - as reported $1.07 $0.37
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Diluted - pro forma $1.05 $0.36
----------- -------------
4
(4) Comprehensive Income. Comprehensive income for the three months ending March
31, 2004 was (in thousands) $5,083 net of taxes. The components used to
calculate comprehensive income were foreign currency translation adjustments of
($94) and unrealized holding gains of $2.
(5) 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. Except for the Tyco patent infringement damages and interest recognized
in 4Q 2003 and 1Q 2004, 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, 2003 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.
In first quarter (1Q) 2004, UTMD recognized extraordinary non-operating
income of $6,060 from damages and interest for infringing product sold after the
January 2002 jury verdict regarding a patent infringement lawsuit with Tyco
International. (The Company previously recognized $24,884 from the Federal
Court's September 2002 judgment.) Associated with this extraordinary 1Q 2004
operating income were extraordinary G&A Expenses (included in Operating
Expenses) of $350. These expenses were due to bonuses and additional litigation
expenses. Actual cash of $30,944 was received on January 20, 2004 from Tyco
International.
In management's opinion, the event in 1Q 2004 of recognizing the additional
Tyco patent infringement damages has an impact on the income statement that does
not allow a meaningful comparison of financial ratios and other financial
measures with 1Q 2003. Consequently, this MD&A of the income statement adjusts
out the following items related to the extraordinary event, prior to making
comparisons with 1Q 2003:
INCOME STATEMENT adjustment
- ---------------- ----------
Extraordinary item - after tax gain from litigation (3,349)
Note: Income statement comparisons which follow, including earnings per
share, are "before extraordinary item".
Analysis of Results of Operations
a) Overview
In 1Q 2004, UTMD's consolidated global sales decreased 4% relative to 1Q
2003. At the same time, the Company achieved the following profitability
measures for the most recent calendar quarter:
Gross Profit Margin (gross profits/ sales): 58.2%
Operating Profit Margin (operating profits/ sales): 39.7%
Net Profit Margin (profit after taxes/ sales): 27.6%
1Q 2004 EPS increased 1.5% to $.38 on a diluted basis. As a result, UTMD
concluded its twenty-fifth consecutive quarter of higher Earnings Per Share
(EPS) when compared to the same quarter in the prior year.
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.
Weaker than expected sales in 1Q 2004 resulted from 1) a very competitive
U.S. market environment, in part because of continued GPO and hospital
administration restrictions that reduce market opportunities for smaller
companies; 2) limits on international bidding opportunities because of lack of
FDA CFGs (Certificates to Foreign Governments); and 3) continued weak demand for
CMI subcontract molding. The successful management of a prolonged FDA inspection
was due to the efforts of key Company personnel during 1Q 2004, but the
extensive time devoted to these efforts had a negative effect on previously
planned marketing initiatives and product development activities.
Both domestic and international sales were down 4% in 1Q 2004.
International sales were $1,501 in 1Q 2004 compared to $1,557 in 1Q 2003.
International sales were 23% of total sales in both periods. Shipments,
including intercompany, from UTMD's Ireland facility were down 10% in US Dollar
terms, and 22% in EURO terms.
6
Global revenues by product category:
1. Obstetrics. 1Q 2004 obstetrics product sales were $2,571 compared to
$2,779 in 1Q 2003. Vacuum-assisted delivery system sales were down 9%, while
Intran Plus sales declined 7%.
2. Gynecology/ Electrosurgery/ Urology. 1Q 2004 Gyn/ES/Uro product sales
were $1,353 compared to $1,411 in 1Q 2003. OEM sales in this category declined
from $65 to $2.
3. Neonatal. 1Q 2004 neonatal product sales were $1,021 compared to $982 in
1Q 2003, a 4% increase.
4. Blood Pressure Monitoring and Accessories (BPM). 1Q 2004 BPM product
sales were $1,671 compared to $1,705 in 1Q 2003. This category includes
miscellaneous molded parts sold to OEM customers.
c) Gross Profit
UTMD's 1Q 2004 average gross profit margin (GPM), gross profits as a
percentage of sales, was 58.2% compared to 57.8% in 1Q 2003, reflecting
continuing manufacturing improvement.
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 medical device marketplace. Management
expects to continue to achieve its GPM target during the remainder of 2004.
Expected favorable influences include growth in sales volume without a similar
increase in manufacturing overhead expenses, 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.
d) Operating Profit
1Q 2004 operating profits decreased 3% to $2,630 from $2,712 in 1Q 2003.
Total operating expenses, including sales and marketing (S&M) expenses, research
and development (R&D) expenses and general and administrative (G&A) expenses
were 18.5% of sales in 1Q 2004, compared to 18.4% in 1Q 2003. 1Q 2004 operating
profit margins were 39.7% of sales, compared to 39.4% of sales in 1Q 2003.
S&M expenses in 1Q 2004 were $562 or 8.5% of sales compared to $569 or 8.3%
of sales in 1Q 2003. 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 2004 due
to Group Purchasing Organization fees along with higher marketing expenses, but
intends to manage S&M expenses to remain less than 9% of total sales.
R&D expenses in 1Q 2004 were $65 or 1.0% of sales compared to $73 or 1.1%
of sales in 1Q 2003. In 2004, UTMD will opportunistically employ R&D resources
to invest where management anticipates it can get a significant return with
future new products. Management expects R&D expenses during 2004 as a whole to
be approximately 1-2% of sales.
G&A expenses in 1Q 2004 were $594 or 9.0% of sales compared to $623 or 9.1%
of 1Q 2003 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 2004 to be in the range of 9-10% of
sales.
e) Non-operating income
Non-operating income in 1Q 2004 was $154 compared to $80 in 1Q 2003. In 1Q
2003, UTMD paid $26 in interest because of an average line of credit balance of
$4.0 million. In contrast, in 1Q 2004 UTMD paid no interest because its line of
credit balance was zero, and received $48 in interest and dividend income from
investing its cash balances. Royalty income, which UTMD receives for licensing
its technology to other companies, was approximately the same in 1Q of both
years.
f) Earnings Before Income Taxes
1Q 2004 earnings before income taxes (EBT) were essentially the same as in
1Q 2003, $2,783 compared to $2,793. 1Q 2004 EBT margin was 42.1% of sales
compared to 40.6% in 1Q 2003.
7
g) Net Income and Earnings per Share
UTMD's net profit margin (NPM), net income (after taxes) expressed as a
percentage of sales, was 27.6% for 1Q 2004, compared to 26.0% in 1Q 2003. 1Q
2004 net income increased 2% to $1,826 from $1,788 in 1Q 2003. UTMD's effective
income tax rate in 1Q 2004 was 34.4%, compared to 36.0% in 1Q 2003. The 34.4%
rate is consistent with UTMD's actual income tax rate for the past 2 years.
UTMD's tax rate for the remainder of 2004 may be slightly higher than in 2003,
but this is difficult to predict. Fluctuations in the tax rate have resulted
from 1) extraterritorial income exclusions, 2) differences in distribution of
state income taxes, 3) differences in profits of the Ireland subsidiary which is
taxed at a 10% rate on exported manufactured products, 4) increases in marginal
tax rates for EBT above $10 million, and 5) other factors such as R&D tax
credit.
Taxes were $2,361 (a 41.4% tax rate) on extraordinary earnings of $5,710.
Including the extraordinary after tax income of $3,349, total income in 1Q 2004
was $5,175.
Diluted 1Q 2004 Earnings per Share (EPS) increased 1.5% to $.38 from $.37
in 1Q 2003. The lower rate of increase in EPS versus net income was due to
increased diluted shares in 1Q 2004 compared to 1Q 2003. 1Q 2004 weighted
average number of diluted common shares (the number used to calculate diluted
EPS) were 4,845,000 compared to 4,816,000 shares in 1Q 2003. The Company
repurchased 110,247 shares in 1Q 2004. Exercises of employee options in 1Q 2004
partially offset the repurchases by adding 20,715 shares (net of shares swapped
by employees as payment for the option exercise cost). 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 329,000 shares to
actual weighted average shares outstanding in 1Q 2004, compared to 371,000
shares in 1Q 2003. Actual outstanding common shares as of the end of 1Q 2004
were 4,488,700 compared to 4,452,900 at the end of 1Q 2003.
Including the extraordinary earnings, diluted 1Q 2004 EPS were $1.07.
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 1Q 2004 was 35%, compared to 43% in 1Q
2003. UTMD's ROE has averaged about 30% over the last 15 years. UTMD expects to
be able to achieve 30% ROE again for calendar year 2004. 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 $24,689 in 1Q 2004 compared to $2,144 in 1Q 2003.
Impact of the extraordinary item in 1Q 2004 was approximately $23,393, resulting
in net cash provided by operating activities of $2,296 in 1Q 2004 if the impact
of the extraordinary item is ignored, an incremental increase of $152 compared
to 1Q 2003
The Company expended $21,903 in 1Q 2004 to purchase investments, made
possible by receipt of cash from the TYCO patent infringement victory. UTMD
spent $189 during 1Q 2004 for purchases of property and equipment, and $10 for
intangible assets. In 1Q 2003 the Company used $101 to purchase property and
equipment. This rate of investing is required to keep facilities, equipment and
tooling in good working condition.
In 1Q 2004, UTMD received $199 and issued 20,715 shares of stock upon the
exercise of employee stock options. Employees exercised a total of 21,915 option
shares in 1Q 2004, with 1,200 shares immediately being retired as a result of
the individual trading the shares in payment of the exercise price of the
options. Option exercises in 1Q 2004 were at an average price of $10.47 per
share. UTMD repurchased 110,247 shares of stock in the open market at a cost of
$2,690 during 1Q 2004. Share repurchases in the open market were at an average
cost of $24.40 per share, including commissions and fees. In 1Q 2003, the
Company received $157 from issuing 22,175 shares of stock on the exercise of
employee stock options and repurchased 12,500 shares of stock in the open market
at a cost of $220.
During 1Q 2004 UTMD's line of credit was not used. In 1Q 2003, UTMD made
repayments of $1,998 on its note payable, while receiving $0 in proceeds from
the note. UTMD paid off the outstanding balance of the note in September 2003.
Significantly, due largely to extraordinary income, UTMD paid $7.9 million
for income taxes in 1Q 2004, compared to $78 (thousand) in 1Q 2003.
8
Management believes that future income from operations and effective
management of working capital will provide the liquidity needed to finance
growth plans. Planned capital expenditures during the remainder of 2004 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, 2004 total assets were $2,469 lower than at December 31, 2003,
and current assets decreased $2,330. Both decreases resulted primarily from the
impact of receiving $30,944 in TYCO cash on January 20, 2004, offset by $7,898
for income tax payments and the associated elimination of the year-end
litigation receivable. Investments were $22,625 at March 31, 2004, despite the
significant tax payments, an increase of almost $22 million during the quarter.
Inventories increased $334 in the quarter. UTMD intends to decrease inventory
balances during the remainder of 2004. UTMD expects that asset turns will
decrease during the remainder of 2004 because of continued cash build-up, unless
UTMD makes a substantial acquisition, repurchases stock or takes some other
action that consumes cash. Net property and equipment decreased $132 because
$211 depreciation of existing assets exceeded $189 new asset purchases, but
primarily because of a $141 decrease in dollar-denominated value of assets in
Ireland because the U.S. dollar (USD) increased about 2% relative to the EURO.
Net intangible assets decreased $7 as a result of amortization of patents and
other intellectual property partially offset by $10 in new intangible purchases.
At March 31, 2004, net intangible assets were 14% of total assets, the same as
at year-end 2003.
Cash (and equivalent) balances were $850 at March 31, 2004, compared to
$762 on December 31, 2003. UTMD maintains "sweep" accounts that move any
unneeded cash for day-to-day operations to an interest bearing account.
Despite the increase in inventories, average inventory turns increased
slightly to 3.2 times in 1Q 2004 from 3.1 times in the prior quarter.
Receivables balances as of March 31, 2004 yielded average "days in receivables"
of 46 days, within management's target. At the end of 2003 and March 31, 2003,
respectively, days in receivables were 46 and 44.
As of March 31, 2004, UTMD's total debt ratio (total liabilities/ total
assets) decreased to 17% from 27% on December 31, 2003. The decrease resulted
primarily from making payments for taxes due on the extraordinary income. Absent
a large use of cash for a new acquisition and/or additional significant share
repurchases, UTMD expects the debt ratio to gradually decrease throughout 2004
as remaining taxes due on the extraordinary income are paid.
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 2004 1Q 2003
------- -------
Income Before Income Tax Expense $2,783 $2,793
Depreciation and Amortization 229 259
Interest - 26
-------- --------
Total = EBITDA: $3,012 $3,078
EBITDA is a measure of UTMD's ability to generate cash. As a ratio of
sales, EBITDA was 46% in 1Q 2004, compared to 45% in 1Q 2003.
9
l) Management's Outlook.
As outlined in its December 31, 2003 10-K Report, UTMD's plan for 2004 is
to
1) clear up its apparently unresolved QSR status with the U.S. FDA that has
hindered international sales, slowed new product development, stymied business
development and consumed an inordinate amount of human capital since 2002;
2) continue outstanding operating performance;
3) actively look for new acquisitions to facilitate sales growth; and
4) utilize current excess cash balances in shareholders' best long term
interest.
1Q 2004 performance was 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 0.8155 EURO per USD as of March 31, 2004,
and 0.9185 EURO per USD as of March 31, 2003. 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 Chief 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 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities
The following table details purchases by UTMD of its own securities during
1Q 2004.
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of Maximum Number (or
Shares Purchased as Approximate Dollar Value) of
Total Number of Average Part of Publicly Shares that May be Purchased
Shares Price Paid Announced Plans or Under the Plans or Programs
Period Purchased (1) per Share Programs (1) (1)
- --------------------- ----------------- -------------- ----------------------- ------------------------------
1/01/04 - 1/31/04 - $ - -
2/01/04 - 2/29/04 58,620 24.02 58,620
3/01/04 - 3/31/04 51,627 24.82 51,627
- --------------------- ----------------- -------------- ----------------------- ------------------------------
Total 110,247 $ 24.40 110,247
(1) In 1Q 2004 UTMD repurchased an aggregate of 110,247 shares of its common
stock at an average cost of $24.40 per share pursuant to a continued open market
repurchase program initially announced in August 1992. In the twelve-year time
span from inception in 1992 through 1Q 2004, the Company has consistently
utilized its excess cash reserves to repurchase a total of 5,534,274 shares at
an average cost of $10.12 per share including broker commissions and fees in
open market transactions, with ongoing board of director approval and full
disclosure in applicable period SEC reports, In addition, the Company conducted
three tender offer transactions which closed in July 1999, September 2000 and
November 2002 for an additional 2,775,742 shares at an average cost of $9.76 per
share including fees and administrative costs. In total, UTMD has repurchased
over 8.3 million of its shares at an average price of $10.00 per share since
1992. To complete the picture relating to current shares outstanding, since 1992
the Company's employees and directors have exercised and purchased 1.3 million
option shares at an average price of $5.95 per share. All options were awarded
at the market value of the stock on the date of the award.
The frequency of UTMD's open market share repurchases depends on the
availability of stock from sellers. Since the conclusion of November 2002 tender
offer, the Company has repurchased shares on a total of twenty-eight trading
days, about 10% of the total trading days available. UTMD has not established an
expiration date or a maximum dollar or share limit for its open market share
repurchases.
The purpose of UTMD's ongoing share repurchases is to maximize the value of
the Company for its continuing shareholders, and its return on shareholder
equity, by effectively employing excess cash generated by operations. UTMD does
not intend to repurchase shares that would result in terminating its Nasdaq
National Market listing.
Item 4. Submission of Matters to a Vote of Security Holders
On May 7, 2004 at the annual meeting, shareholders of the Company approved
the following matter submitted to them for consideration:
Elected Barbara A. Payne as director of the Company;
Barbara A. Payne: For 4,186,249
11
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 January 22, 2004, UTMD filed a report on Form 8-K, Item 12, Results of
Operations and Financial Condition, reporting financial results for fourth
quarter 2003.
On February 11, 2004, UTMD filed a report on Form 8-K, Item 9, Regulation
FD Disclosure, reporting unresolved disagreements with the U.S. Food and Drug
Administration.
On March 5, 2004, UTMD filed a report on Form 8-K, Item 9, Regulation FD
Disclosure, reporting conclusion of a comprehensive inspection of its Utah
facility by the FDA.
On March 29, 2004, UTMD filed a report on Form 8-K, Item 9, Regulation FD
Disclosure, providing an update on the status of the recent FDA inspection.
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: 5/10/04 By: /s/ Kevin L. Cornwell
------------------- -----------------------------
Kevin L. Cornwell
CEO
Date: 5/10/04 By: /s/ Greg A. LeClaire
------------------ -----------------------------
Greg A. LeClaire
CFO
12
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: May 10, 2004
/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: May 10, 2004
/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 March 31, 2004, 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
May 10, 2004
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 March 31, 2004, 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
May 10, 2004
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.