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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: September 30, 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
------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7043 South 300 West
Midvale, Utah 84047
-------------------
Address of principal executive offices
Registrant's telephone number: (801) 566-1200
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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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of November 8, 2004: 4,113,518.
---------
UTAH MEDICAL PRODUCTS, INC.
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INDEX TO FORM 10-Q
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PART I - FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
September 30, 2004 and December 31, 2003 .......................... 1
Consolidated Condensed Statements of Income for the three and
nine months ended September 30, 2004 and September 30, 2003 ....... 2
Consolidated Condensed Statements of Cash Flows for the nine
months ended September 30, 2004 and September 30, 2003 ............ 3
Notes to Consolidated Condensed Financial Statements .............. 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................. 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk ... 12
Item 4. Controls and Procedures ...................................... 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ............................................ 13
Item 2. Changes in Securities, Use of Proceeds and
Issuer Purchases of Equity Securities ........................ 13
Item 6 Exhibits ..................................................... 14
SIGNATURES ................................................................ 14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
-------------------------------------------
SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
----------------------------------------
(in thousands)
(unaudited) (audited)
ASSETS SEPTEMBER 30, DECEMBER 31,
- ------ ------------- ------------
2004 2003
---- ----
Current assets:
Cash $ 2,024 $ 762
Investments, available-for-sale 18,603 722
Accounts receivable - net 3,210 3,326
Inventories 3,046 3,268
Litigation receivable - 24,884
Other current assets 870 940
-------- --------
Total current assets 27,753 33,902
-------- --------
Property and equipment - net 8,719 9,005
-------- --------
Goodwill 9,479 8,533
Goodwill - accumulated amortization (2,288) (2,288)
-------- --------
Goodwill - net 7,191 6,245
-------- --------
Other intangible assets 2,718 2,708
Other intangible assets -
accumulated amortization (2,218) (2,166)
-------- --------
Other intangible assets - net 500 542
-------- --------
TOTAL $ 44,163 $ 49,694
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 542 $ 368
Accrued expenses 3,761 12,129
-------- --------
Total current liabilities 4,303 12,497
-------- --------
Deferred revenue and income taxes 707 665
-------- --------
Total liabilities 5,010 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 - September 30, 2004, 4,350 shares
December 31, 2003, 4,544 shares 44 45
Accumulated other comprehensive income (444) (260)
Retained earnings 39,554 36,747
-------- --------
Total stockholders' equity 39,153 36,532
-------- --------
TOTAL $ 44,163 $ 49,694
======== ========
see notes to consolidated condensed financial statements
-1-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE
---------------------------------------------------
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003
---------------------------------------------------------------------
(in thousands - unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
2004 2003 2004 2003
-------- -------- --------- --------
NET SALES $ 6,670 $ 6,761 $ 20,113 $ 20,478
COST OF SALES 2,891 2,782 8,550 8,488
-------- -------- --------- --------
Gross Margin 3,779 3,979 11,563 11,990
-------- -------- --------- --------
EXPENSES:
Selling, general and administrative 1,148 1,208 3,527 3,653
Research & development 70 75 217 217
-------- -------- --------- --------
Total 1,218 1,283 3,744 3,870
-------- -------- --------- --------
Income from Operations 2,561 2,696 7,819 8,120
OTHER INCOME 189 107 521 273
-------- -------- --------- --------
Income Before Income Tax Expense 2,750 2,803 8,340 8,393
INCOME TAX EXPENSE 943 942 2,866 2,907
-------- -------- --------- --------
Income Before Extraordinary Item $ 1,807 $ 1,861 $ 5,474 $ 5,486
-------- -------- --------- --------
EXTRAORDINARY ITEM - Gain from
Litigation, net of income taxes
of $2,361 - - 3,349 -
-------- -------- --------- --------
Net Income $ 1,807 $ 1,861 $ 8,823 $ 5,486
======== ======== ========= ========
BASIC EARNINGS PER SHARE
Before Extraordinary Item $ 0.41 $ 0.41 $ 1.22 $ 1.22
Extraordinary Item - - 0.75 -
-------- -------- --------- --------
Total $ 0.41 $ 0.41 $ 1.97 $ 1.22
======== ======== ========= ========
DILUTED EARNINGS PER SHARE
Before Extraordinary Item $ 0.39 $ 0.38 $ 1.15 $ 1.13
Extraordinary Item - - 0.70 -
-------- -------- --------- --------
Total $ 0.39 $ 0.38 $ 1.85 $ 1.13
======== ======== ========= ========
SHARES OUTSTANDING - BASIC 4,428 4,579 4,479 4,502
======== ======== ========= ========
SHARES OUTSTANDING - DILUTED 4,674 4,920 4,770 4,870
======== ======== ========= ========
see notes to consolidated condensed financial statements
-2-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
-----------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003
-------------------------------------------------------------------
(in thousands - unaudited)
SEPTMEBER 30,
--------------------
2004 2003
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,823 $ 5,486
-------- --------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 616 748
Recovery of losses on accounts receivable (1) (5)
Loss on disposal of assets 5 4
Deferred income taxes 137 (213)
Tax benefit attributable to exercise of stock options 399 889
Changes in operating assets and liabilities:
Accounts receivable - trade (14) 120
Accrued interest and other receivables 115 (350)
Litigation receivable 24,884 -
Inventories 185 (193)
Prepaid expenses and other current assets (25) (21)
Accounts payable 179 (89)
Accrued expenses (9,042) (355)
-------- --------
Total adjustments 17,438 533
-------- --------
Net cash provided by operating activities 26,261 6,020
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
Property and equipment (351) (147)
Intangible assets (10) (66)
Purchases of investments (22,103) -
Proceeds from the sale of investments 4,248 -
Net cash paid in acquisition (1,012) -
-------- --------
Net cash used in investing activities (19,228) (213)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - options 1,055 710
Common stock purchased and retired (6,137) (385)
Common stock purchased and retired - options (6) (556)
Proceeds from note payable - -
Repayments of note payable - (4,956)
Dividends paid (678) -
-------- --------
Net cash used in financing activities (5,767) (5,187)
-------- --------
Effect of exchange rate changes on cash (3) 20
NET INCREASE IN CASH 1,262 640
CASH AT BEGINNING OF PERIOD 762 285
-------- --------
CASH AT END OF PERIOD $ 2,024 $ 925
======== ========
see notes to consolidated condensed financial statements
-3-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
-----------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003
-------------------------------------------------------------------
Continued
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
(in thousands)
Nine Months Ended
SEPTEMBER 30,
-------------
2004 2003
---- ----
Cash paid during the period for income taxes $13,222 $ 2,512
Cash paid during the period for interest $ - $ 47
During the nine months ended September 30, 2004 the Company
purchased all of the outstanding stock of Abcorp Medical,
Inc. The Company paid cash, and recorded net assets from the
acquisition as follows:
Cash $ 11
Accounts receivable 127
Inventory 25
Prepaid Insurance 18
Equipment, net 16
Accounts payable (96)
Accrued expenses (25)
Intangibles 946
--------
Total cash paid 1,022
Less cash received (11)
--------
Net cash investment $ 1,012
see notes to consolidated condensed financial statements
-4-
UTAH MEDICAL PRODUCTS, INC.
---------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
(1) The unaudited financial statements 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 September 30, 2004 and December 31, 2003 (in thousands)
consisted of the following:
September 30, December 31,
2004 2003
-------- ------------
Finished goods $1,046 $ 1,495
Work-in-process 666 631
Raw materials 1,334 1,142
------ -----
Total $3,046 $3,268
====== ======
(3) Stock-Based Compensation. At September 30, 2004 the Company had stock-based
employee compensation plans, which authorized the grant of stock options to
eligible employees and directors. 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 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 Nine Months Ended
September 30, September 30,
--------------------- ---------------------
2004 2003 2004 2003
--------- --------- --------- ---------
Net Income as reported $ 1,807 $ 1,861 $ 8,823 $ 5,486
Deduct:
Total stock-based employee compensation
expense determined under fair value based
method for all awards,
net of related tax effects -96 -49 -291 -131
--------- --------- --------- ---------
Net income pro forma $ 1,711 $ 1,812 $ 8,532 $ 5,355
========= ========= ========= =========
Earnings per share:
Basic - as reported $ 0.41 $ 0.41 $ 1.97 $ 1.22
========= ========= ========= =========
Basic - pro forma $ 0.39 $ 0.40 $ 1.91 $ 1.19
========= ========= ========= =========
Diluted - as reported $ 0.39 $ 0.38 $ 1.85 $ 1.13
========= ========= ========= =========
Diluted - pro forma $ 0.37 $ 0.37 $ 1.79 $ 1.10
========= ========= ========= =========
-5-
(4) Comprehensive Income. Comprehensive income (in thousands) for the three and
nine months ending September 30, 2004 was $1,762 and $8,677 net of taxes,
respectively. The components used to calculate comprehensive income for the two
periods were foreign currency translation adjustments of $27 and ($80), and
unrealized holding losses of ($72) and ($67), respectively.
(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,
the outcome of regulatory audit and inspections of compliance with good
manufacturing practices, the resolution of disputes, including pending
litigation, with regulatory authorities, third party reimbursement, and access
to U.S. hospital customers, as that access may continue 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.
-6-
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 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 regarding a patent infringement
lawsuit with Tyco International. (The Company had previously recognized $24,884
in 4Q 2003.) Associated with this extraordinary income recognized in 1Q 2004
were extraordinary G&A Expenses (included in Operating Expenses) of $350. These
expenses were due to bonuses and litigation costs. In management's opinion, the
1Q 2004 extraordinary event has an impact on the nine months (9M) 2004 income
statement that does not allow a meaningful comparison of financial ratios and
other financial measures with 9M 2003. Neither third quarter (3Q) 2004 nor 3Q
2003 included extraordinary income related to the Tyco patent infringement
damages. This MD&A of the income statement for 9M 2004 adjusts out the following
items related to the 1Q 2004 extraordinary event prior to making comparisons
with 9M 2003:
INCOME STATEMENT adjustment
- ---------------- ----------
Extraordinary item - after tax gain from litigation (3,349)
Analysis of Results of Operations
a) Overview
In 3Q 2004, UTMD's consolidated global sales decreased 1% compared to 3Q
2003. UTMD achieved the following profitability measures for 3Q 2004, in
comparison with 3Q 2003:
3Q 04 3Q 03
----- -----
Gross Profit Margin (gross profits/ sales): 56.6% 58.9%
Operating Profit Margin (operating profits/ sales): 38.4% 39.9%
Net Profit Margin (profit after taxes/ sales): 27.1% 27.5%
3Q 2004 EPS increased 2.2% to $.39 on a diluted basis.
Income statement comparisons for 9M which follow, including earnings
per share, are "before extraordinary item". For 9M 2004, UTMD's consolidated
global sales decreased 2% relative to 9M 2003. The Company achieved the
following profitability measures for 9M 2004, in comparison with 9M 2003:
9M 04 9M 03
----- -----
Gross Profit Margin (gross profits/ sales): 57.5% 58.6%
Operating Profit Margin (operating profits/ sales): 38.9% 39.7%
Net Profit Margin (profit after taxes/ sales): 27.2% 26.8%
9M 2004 EPS increased 1.9% to $1.15 on a diluted basis. EPS for the last
twelve months (LTM), excluding extraordinary income from the Tyco patent
infringement in 4Q 2003 and 1Q 2004, were $1.52.
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 collectibility is reasonably assured. Exceptions to the
"recognized at time of shipment" revenue policy occur with certain overseas
customers, and other medical device (OEM) customers, where UTMD has supply
contracts that require customer payment on a completion of work schedule, or
prior to making physical shipment in order to reduce UTMD credit risk.
-7-
Sales in 3Q 2004 decreased 1% compared to 3Q 2003. Ignoring the effect of
a special U.S. hospital customer loyalty discount (the Discount) in effect from
August 20 through the end of the quarter, UTMD's 3Q 2004 sales were 1% higher
than 3Q 2003, and about the same as in the prior 2Q 2004. The actual amount of
the Discount in 3Q 2004 was $153.
Compared to 3Q 2003, 3Q 2004 domestic direct sales were down 3%. Without
the Discount, domestic direct sales (majority of which were U.S. hospital
customers) were about the same as 3Q 2003. The decline in net domestic sales was
mitigated by the Abcorp acquisition in 2Q 2004. Domestic OEM sales (sales of
components to other companies) were down 13% compared to 3Q 2003. The primary
component of the weaker OEM sales was CMI molding, which was down 40%. The OEM
sales pattern is uneven quarter-to-quarter because customers tend to purchase
several months' worth of components at a time to minimize costs.
International sales increased 9% in 3Q 2004 compared to 3Q 2003.
International sales were $1,442 in 3Q 2004 compared to $1,318 in 3Q 2003. Trade
shipments from UTMD's Ireland facility were down 2% in US Dollar terms, and 10%
in EURO terms. International sales were up while shipments from the Ireland
facility declined due to product mix, as the Ireland plant manufactured and
shipped products in 3Q 2004 with a higher labor component than in earlier
periods.
Calendar year-to-date (9M) 2004 sales decreased 2% compared to 9M 2003.
Without the Discount, 9M sales were down 1% compared to the prior year. Total 9M
2004 domestic sales were down 3%. 9M domestic OEM sales, about 7% of total
domestic sales, were down 4%. 9M 2004 International sales increased 3%.
International sales were $4,547 in 9M 2004 compared to $4,398 in 9M 2003. 9M
2004 trade shipments from UTMD's Ireland facility were down 7% in US Dollar
terms, and 15% in EURO terms compared to 9M 2003.
Global revenues by product category:
1. Labor & Delivery. 3Q 2004 Labor & Delivery product sales were $2,935
compared to $2,980 in 3Q 2003. Without the Discount, 3Q 2004 sales were $3,018.
9M 2004 Labor & Delivery sales were $8,338 compared to $8,587 in 9M 2003.
2. Gynecology/ Electrosurgery/ Urology. 3Q 2004 Gyn/ES/Uro product sales
were $1,261 compared to $1,272 in 3Q 2003. Without the Discount, 3Q 2004 sales
were $1,288. In 9M 2004, Gyn/ES/Uro sales were $3,912 compared to $4,060 in 9M
2003.
3. Neonatal. 3Q 2004 neonatal product sales were $1,099 compared to $1,082
in 3Q 2003. Without the Discount, 3Q 2004 sales were $1,134. Neonatal sales were
$3,116 in 9M 2004, compared to $3,051 in 9M 2003.
4. Blood Pressure Monitoring and Accessories (BPM). 3Q 2004 BPM sales were
$1,375 compared to $1,427 in 3Q 2003. Without the Discount, 3Q 2004 sales were
$1,383. BPM sales were $4,747 in 9M 2004, compared to $4,781 in 9M 2003. This
category includes molded components sold to OEM customers.
c) Gross Profit
UTMD's average gross profit margin (GPM), gross profits as a percentage of
sales, was 56.6% and 57.5% in 3Q and 9M 2004, respectively, compared to 58.9%
and 58.6% in 3Q and 9M, 2003, respectively. As a percentage, the negative effect
of the Discount was obviously more pronounced on gross profits than on sales.
Without the Discount, UTMD's 3Q and 9M 2004 GPM would have been 57.6% and 57.8%,
respectively. UTMD's prices for its products have remained consistent with the
prior year, but 3Q 2004 product mix favored lower margin products.
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 complex and competitive medical device industry. Management
expects to continue to achieve its GPM target during the remainder of 2004.
Expected favorable influences include termination of the Discount on December 1
and a more favorable absorption of fixed overhead expenses after the significant
inventory reduction in 3Q 2004. Expected unfavorable influences are expected
increases in direct labor-related and direct materials-related costs, and a
continued increase in proportion of sales of lower margin products relative to
the same period in the prior year.
-8-
d) Operating Profit
Operating Profit is the profit remaining after subtracting operating
expenses from gross profits. Operating expenses in 3Q 2004 and 9M 2004 were
lower by $65 and $126, respectively. However, because of the lower gross
profits, operating profits decreased to $2,561 in 3Q 2004 from $2,696 in 3Q
2003, and to $7,819 in 9M 2004 from $8,120 in 9M 2003. Total operating expenses,
including sales and marketing (S&M), research and development (R&D) and general
and administrative (G&A) expenses, were 18.3% of sales in 3Q 2004, compared to
19.0% in 3Q 2003, and 18.6% of sales in 9M 2004 compared to 18.9% of sales in 9M
2003. 3Q and 9M 2004 operating profit margins were 38.4% and 38.9% of sales,
respectively, compared to 39.9% and 39.7% of sales in 3Q and 9M 2003,
respectively. Without the Discount, 3Q and 9M 2004 operating profit margins
would have been 39.8% and 39.3% of sales, respectively.
S&M expenses in 3Q 2004 were $551 or 8.3% of sales compared to $582, or
8.6% of sales in 3Q 2003. S&M expenses in 9M 2004 were $1,738 or 8.6% of sales
compared to $1,778 or 8.7% of sales in 9M 2003. Because UTMD sells
internationally through third party distributors, its S&M expenses are
predominantly for U.S. business activity. Looking forward to 4Q 2004, UTMD
intends to manage S&M expenses to remain less than 9% of total consolidated
sales.
R&D expenses in 3Q 2004 were $70 or 1.0% of sales compared to $75 or 1.1%
of sales in 3Q 2003. R&D expenses in 9M 2004 were $217 or 1.1% of sales, the
same as in 9M 2003. UTMD will continue to 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 1.1% of sales.
G&A expenses in 3Q 2004 were $597 or 9.0% of sales compared to $627 or
9.3% of 3Q 2003 sales. G&A expenses in 9M 2004 were $1,789 or 8.9% of sales
compared to $1,876 or 9.2% of 9M 2003 sales. In addition to legal costs, G&A
expenses include the cost of outside auditors and corporate governance
activities relating to the implementation of SEC rules resulting from the
Sarbanes-Oxley Act of 2002. Management expects G&A expenses during 2004 to
remain about 9% of sales.
e) Non-operating income
Non-operating income in 3Q 2004 was $189 compared to $107 in 3Q 2003, and
$521 in 9M 2004 compared to $272 in 9M 2003. In 3Q and 9M 2003, UTMD paid $5 and
$47 in interest, respectively, on its line of credit balance resulting from
financing the $8.6 million November 2002 Tender Offer, which was paid off in 3Q
2003. In contrast, in 3Q and 9M 2004 UTMD paid no interest because its line of
credit balance was zero, and received $63 and $178, respectively, in interest,
dividends and capital gains income from investing cash balances. Royalty income,
which UTMD receives from licensing its technology to other companies, was
approximately the same for the same periods in both years.
f) Earnings Before Income Taxes
3Q 2004 earnings before income taxes (EBT) decreased 2% to $2,750 from
$2,803 in 3Q 2003. (Without the Discount, 3Q 2004 EBT would have been $2,903.)
9M 2004 EBT decreased 1% to $8,340 compared to $8,393 in 9M 2003. 3Q 2004 EBT
margin was 41.2% of sales compared to 41.5% in 3Q 2003. 9M 2004 EBT margin was
41.5% of sales compared to 41.0% in 9M 2003.
g) Net Income and Earnings per Share
UTMD's net profit margin (NPM), net income (after taxes) expressed as a
percentage of sales, was 27.1% and 27.2% for 3Q and 9M 2004, respectively,
compared to 27.5% and 26.8% in 3Q and 9M 2003, respectively. 3Q 2004 net income
was down 3% from 3Q 2003, at $1,807 compared to $1,861. 9M 2004 net income was
essentially the same as in 9M, 2003, at $5,474 compared to $5,486 in 9M 2003.
UTMD's effective income tax rate was 34.3% and 34.4% in 3Q and 9M 2004,
respectively, compared to 33.6% and 34.6% in 3Q and 9M 2003, respectively. The
2004 tax rates are consistent with the prior 2 years. UTMD's tax rate for the
remainder of 2004 should be about the same. 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 the R&D tax credit.
9M 2004 net income including extraordinary items was $8,823. Income taxes
were $2,361 (a 41.4% tax rate) on 1Q 2004 extraordinary earnings of $5,710.
-9-
Diluted 3Q 2004 Earnings per Share (EPS) increased 2.2% to $.39 from $.38
in 3Q 2003. Diluted 9M 2004 EPS increased 1.9% to $1.15 from $1.13 in 9M 2003.
3Q and 9M 2004 weighted average number of diluted common shares (the number used
to calculate diluted EPS) were 4,674,000 and 4,770,000 compared to 4,920,000 and
4,870,000 shares in 3Q and 9M 2003, respectively. The Company repurchased
176,234 shares in 3Q 2004 and 301,077 shares in 9M 2004. Exercises of employee
options in 3Q 2004 added 3,957 shares, and 107,519 shares in 9M 2004 (net of
shares swapped by employees as payment for the option exercise cost). Increases
and decreases in UTMD's stock price impact EPS growth as a result of the
dilution calculation for unexercised options with exercise prices below the
average stock market value during each period. The dilution calculation added
247,000 and 292,000 shares to actual weighted average shares outstanding in 3Q
and 9M 2004 respectively, compared to 341,000 and 368,000 shares in 3Q and 9M
2003. The decrease in 2004 dilution is primarily due to fewer unexercised
options outstanding. Actual outstanding common shares as of the end of 3Q 2004
were 4,350,200 compared to 4,596,400 at the end of 3Q 2003, which includes all
options exercised during the preceding year.
Including extraordinary earnings reported in 1Q 2004, diluted 9M 2004 EPS
were $1.85.
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 9M 2004 was 32%, excluding the
extraordinary event, compared to 39% in 9M 2003. UTMD's ROE has averaged about
30% over the last 17 years. UTMD expects to achieve 30% ROE again for calendar
year 2004. Share repurchases have a beneficial impact on ROE as long as the
Company sustains 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 $26,261 in 9M 2004 compared to $6,020 in 9M 2003. Cash
flow impact of the extraordinary item (patent infringement damages) in 9M 2004
was approximately $21,213. Net cash provided by operating activities was $5,048
in 9M 2004 if the impact of the extraordinary item is ignored, a decrease of
$972 compared to 9M 2003.
The Company expended $22,103 in 9M 2004 to purchase short term investments
to employ the cash from the extraordinary item. The Company received $4,248 from
the sale of investments. UTMD spent $1,012 in 2Q 2004 to acquire Abcorp, Inc.,
its vendor for fetal monitoring belts. Please see the table under Supplemental
Disclosure of Cash Flow Information for detail of the Abcorp assets purchased.
UTMD spent $351 during 9M 2004 for purchases of property and equipment (P&E),
and $10 for intangible assets. In 9M 2003 the Company used $147 to purchase
property and equipment, and $66 for intangible assets. This rate of investing in
new property and equipment is required to keep facilities, equipment and tooling
in good working condition.
In 9M 2004, UTMD received $1,055 and issued 107,519 shares of stock upon
the exercise of employee stock options. Employees exercised a total of 108,971
option shares in 9M 2004, with 1,452 shares immediately being retired as a
result of the individual trading the shares in payment of the exercise price of
the options. UTMD paid $6 in 9M 2004 to meet tax obligations on option
exercises. Option exercises in 9M 2004 were at an average price of $10.02 per
share. UTMD repurchased 301,077 shares of stock in the open market at a cost of
$6,137 during 9M 2004. Share repurchases in the open market were at an average
cost of $20.39 per share, including commissions and fees. In May 2004, UTMD
announced that it was instituting quarterly dividend payments to shareholders.
The first payment, in July 2004, used $678 in cash. In 9M 2003, the Company
received $710 from issuing 174,122 shares of stock on the exercise of employee
stock options. Employees exercised a total of 273,917 option shares in 9M 2003,
with 99,795 shares immediately being retired as a result of the individuals
trading the shares in payment of the exercise price of the options and the
related tax withholding requirements. UTMD paid $556 in 9M 2003 to meet those
tax withholding requirements. The Company repurchased 20,900 shares of stock in
the open market at a cost of $385 in 9M 2003.
During 9M 2004 UTMD's line of credit was not used. In 9M 2003, UTMD made
repayments of $4,956 on its note payable, while receiving $0 in proceeds from
the note. UTMD paid off the outstanding balance of the note in September 2003.
Due primarily to extraordinary income, UTMD paid $13.2 million in income
taxes in 9M 2004, compared to $2.5 million in 9M 2003.
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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 $150 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 stock is available for a reasonable price, and acquisitions
that strategically fit UTMD's business and are accretive to performance. The
revolving credit line will 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
Compared to the audited December 31, 2003 balances, September 30, 2004
total assets were $5,531 lower and current assets were $6,149 lower. The
decreases resulted primarily from payment of income taxes due on the $30,944
received from TYCO in January 2004. On the liabilities side, total liabilities
were $8,152 lower and current liabilities were $8,194 lower, again primarily due
to accrued tax liability at the end of 2003 on the extraordinary income.
Compared to the one year earlier unaudited September 30, 2003 balances,
September 30, 2004 total assets were $19,532 higher and current assets were
$18,653 higher. The asset increases were due to an increase in cash and
investment balances of $19,702. UTMD maintains "sweep" accounts that move any
unneeded cash for day-to-day operations to an interest bearing investment
account. On the liabilities side, total liabilities were $2,693 higher and
current liabilities were $2,369 higher, due to increased accrued liabilities for
litigation expenses, taxes and management bonuses.
As of September 30, inventories have decreased $222 during 2004, and are
now close to management's targets for current sales activity. Inventories
decreased $310 during 3Q 2004. Average inventory turns improved to 3.6 times in
3Q 2004 from 3.3 times in the prior quarter, and 3.0 times in 3Q 2003.
Receivables balances as of September 30, 2004 were $116 lower than at the
beginning of the year. 3Q 2004 ending receivables yielded average "days in
receivables" of 46 days, well within management's target. At the end of 2003 and
September 30, 2003, days in receivables were 46 and 42, respectively.
During 2004, net property and equipment decreased $286 because
depreciation exceeded new equipment purchases and due to a $105 decrease in the
dollar-denominated value of Ireland P&E. The U.S. dollar increased about 2%
relative to the EURO during 9M 2004. Depreciation of $564 of existing assets
exceeded $351 in new asset purchases. Goodwill increased $946 as a result of the
Abcorp acquisition. Net intangible assets, excluding goodwill, decreased $42 as
a result of amortization of patents and other intellectual property partially
offset by $10 in new intangible purchases. At September 30, 2004, net intangible
assets including goodwill were 17% of total assets, compared to 14% at year-end
2003.
As of September 30, 2004, UTMD's total debt ratio (total liabilities/
total assets) decreased to 11% from 26% on December 31, 2003.
Other Financial Measures
k) EBITDA
EBITDA is not defined or described by Generally Accepted Accounting
Principles (GAAP). As such, EBITDA is not considered to be prepared in
accordance with GAAP, is not a measure of liquidity and is not a measure of
operating results. However, the components of EBITDA are prepared in accordance
with GAAP, and UTMD believes that EBITDA is an important measure of the
Company's financial performance and well-being.
EBITDA is EBT plus depreciation and amortization expenses plus interest
expenses resulting from financing activities. EBITDA excluding the extraordinary
item 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 2004 9M 2003
------- -------
Income Before Income Tax Expense $8,340 $8,393
Depreciation and Amortization 616 748
Interest Expense - 47
------ ------
Total = EBITDA: $8,956 $9,187
The EBITDA above is a measure of UTMD's ability to generate cash from
normal operations. 9M 2004 EBITDA excluding the Discount was $9,109. As a ratio
of sales, EBITDA from normal operations was 45% in both 9M 2004 and 9M 2003. 9M
2004 EBITDA including the extraordinary item was $14,666.
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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.
3Q and 9M 2004 performance was consistent with achieving Items 2 and 4
above in the 2004 plan, despite a failure to date to achieve Item 1 and a
ratcheting up of the administrative burden on UTMD as a result of the lawsuit
filed by FDA in August. With respect to FDA allegations in the lawsuit, UTMD is
confident of its position and expects to be vindicated, including confirmation
of its reputation for producing high quality products. Given the lawsuit, Item 3
above is on hold. Please review UTMD's SEC 8-K disclosures (a link is available
on UTMD's website at http://utahmed.com/sec.htm) for a description of UTMD's
current position regarding its dispute with the FDA. The lawsuit is currently in
the discovery phase, after a schedule was set by the U.S. Court, including a
pretrial conference in May 2005. There continue to be no FDA restrictions on
UTMD's production and distribution of its products, the clinical acceptance and
differentiation of which have been clearly demonstrated by continued customer
demand in 3Q.
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 0.8106 EURO per USD as of September 30,
2004, and 0.8565 EURO per USD as of September 30, 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
UTMD's 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.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On August 9, 2004, the United States of America filed a lawsuit in The
United States District Court, Central District of Utah v. UTMD, Kevin L.
Cornwell and Ben D. Shirley. The presiding judge is Judge Bruce R. Jenkins. The
government (FDA) is seeking a permanent injunction from alleged deviations of
the Quality System Regulation (QSR). The FDA is not seeking a preliminary
injunction. The factual basis underlying the proceeding is unknown to UTMD.
UTMD was served with the complaint on August 12, 2004. Neither the
complaint nor any direct FDA communications to UTMD has identified any issue
relating to the safety or effectiveness of UTMD devices. UTMD vehemently denies
it has QSR violations. The FDA has the burden to prove its allegations.
UTMD is keenly disappointed in comments attributed to Acting Commissioner
Crawford, and troubled by the hearsay comments by other FDA officials including
Larry Spears to news media. The FDA makes allegations of violations/ deviations
in the hundreds of Warning Letters it issues to medical device firms annually.
Yet, it is rarely challenged to prove these allegations.
There is not and never has been an imminent public health risk relating to
UTMD's products. As a matter of fact, the FDA has a variety of remedies to
address device risks without any resort to the courts. None of these has ever
been applied to any UTMD device, because none has been justified. Finally, an
attorney from FDA indicated as long ago as October 2003 that this case does not
involve any allegations of defective products. This case instead involves QSR
allegations that the agency has been unable to substantiate over a period of
three years including four comprehensive inspections. Please review UTMD's SEC
8-K disclosures (a link is available on UTMD's website at
http://utahmed.com/sec.htm) for a more complete description of UTMD's position
regarding its dispute with the FDA.
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
3Q 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)
- ----------------- --------------- ---------- ------------------- -----------------------------
7/01/04 - 7/31/04 - $ - -
8/01/04 - 8/31/04 176,234 17.48 176,234
9/01/04 - 9/30/04 - - -
- ----------------- --------------- ---------- ------------------- -----------------------------
Total 176,234 $17.48 176,234
(1) In 3Q 2004 UTMD repurchased an aggregate of 176,234 shares of its common
stock at an average cost of $17.48 per share pursuant to a continued open market
repurchase program initially announced in August 1992. Since 1992 through 9M
2004, the Company has repurchased 5,725,104 shares at an average cost of $10.38
per share including broker commissions and fees in open market transactions. In
addition, the Company conducted tender offer transactions in which it purchased
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 8.5 million
of its shares at an average price of $10.18 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 1.4 million option shares
at an average price of $6.20 per share. All options were awarded at the market
value of the stock on the date of the award.
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The frequency of UTMD's open market share repurchases depends on the
availability of sellers and the price of the stock. Since the conclusion of its
November 2002 tender offer, the Company has repurchased shares on a total of
thirty-nine trading days, about 8% of the total trading days available. The
board of directors has not established an expiration date or a maximum dollar or
share limit for UTMD's continuing and long term pattern of 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 maximize its return on
shareholder equity by employing excess cash generated by effectively managing
its business. UTMD does not intend to repurchase shares that would result in
terminating its Nasdaq National Market listing.
Item 6. Exhibits
SEC
Exhibit # Reference # Title of Document
--------- ----------- -----------------
1 10 Second Amendment to Loan Agreement, dated August 30,
2004 between Utah Medical Products, Inc. and U.S.
Bank National Association
2 31 Certification of CEO pursuant to Rule 13a-14(a) as
adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
3 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
4 32 Certification of CEO pursuant to 18 U.S.C. ss.1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
5 32 Certification of Principal Financial Officer pursuant
to 18 U.S.C. ss.1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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: 11/8/04 By: /s/ Kevin L. Cornwell
-------------------- -----------------------
Kevin L. Cornwell
CEO
Date: 11/8/04 By: /s/ Greg A. LeClaire
-------------------- -----------------------
Greg A. LeClaire
CFO
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