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, 2005 Commission File No. 0-11178
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UTAH MEDICAL PRODUCTS, INC.
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(Exact name of Registrant as specified in its charter)
UTAH 87-0342734
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7043 South 300 West
Midvale, Utah 84047
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Address of principal executive offices
Registrant's telephone number: (801) 566-1200
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and; (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of May 9, 2005: 4,028,532.
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UTAH MEDICAL PRODUCTS, INC.
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INDEX TO FORM 10-Q
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PART I - FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
March 31, 2005 and December 31, 2004 ......................... 1
Consolidated Condensed Statements of Income for the
three months ended March 31, 2005 and March 31, 2004 ......... 2
Consolidated Condensed Statements of Cash Flows for
three months ended March 31, 2005 and March 31, 2004 ......... 3
Notes to Consolidated Condensed Financial Statements ......... 4
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. Unregistered Sales of Equity Securities and Use of Proceeds... 13
Item 4. Submission of Matters to a Vote of Security Holders .......... 14
Item 6. Exhibits ..................................................... 14
SIGNATURES ................................................................ 14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
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CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
-------------------------------------------
MARCH 31, 2005 AND DECEMBER 31, 2004
------------------------------------
(in thousands)
(unaudited) (audited)
MARCH 31, DECEMBER 31,
ASSETS 2005 2004
- ------ -------- -----------
Current assets:
Cash $ 571 $ 1,818
Investments, available-for-sale 15,954 15,110
Accounts receivable - net 3,916 3,730
Inventories 2,836 2,859
Other current assets 945 1,013
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Total current assets 24,222 24,530
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Property and equipment - net 8,774 9,058
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Goodwill 9,479 9,479
Goodwill - accumulated amortization (2,288) (2,288)
-------- --------
Goodwill - net 7,191 7,191
-------- --------
Other intangible assets 2,718 2,718
Other intangible assets - accumulated amortization (2,247) (2,235)
-------- --------
Other intangible assets - net 471 483
-------- --------
TOTAL $ 40,658 $ 41,262
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 599 $ 698
Accrued expenses 3,221 3,638
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Total current liabilities 3,820 4,336
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Deferred income taxes 753 769
-------- --------
Total liabilities 4,573 5,105
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Stockholders' equity:
Preferred stock - $.01 par value; authorized - 5,000
shares; no shares issued or outstanding
Common stock - $.01 par value; authorized - 50,000
shares; issued - March 31, 2005, 4,070 shares
December 31, 2004, 4,105 shares 41 41
Accumulated other comprehensive income (216) 226
Retained earnings 36,260 35,890
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Total stockholders' equity 36,085 36,157
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TOTAL $ 40,658 $ 41,262
======== ========
see notes to consolidated condensed financial statements
-1-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
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CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE
---------------------------------------------------
THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
----------------------------------------------------
(in thousands, except per share amounts)
(unaudited)
THREE MONTHS ENDED
MARCH 31,
------------------
2005 2004
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NET SALES $6,652 $6,616
COST OF SALES 2,918 2,766
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Gross Margin 3,734 3,850
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EXPENSES:
Selling, general and administrative 1,118 1,155
Research & development 64 65
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Total 1,182 1,220
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Income from Operations 2,552 2,630
OTHER INCOME 254 153
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Income from Operations Before Income Tax Expense 2,806 2,783
INCOME TAX EXPENSE 837 957
------ ------
Income From Continuing Operations $1,969 $1,826
====== ======
EXTRAORDINARY ITEM - Gain from Litigation,
net of income taxes of $2,361 - 3,349
Net Income $1,969 $5,175
====== ======
BASIC EARNINGS PER SHARE
From Continuing Operations $ 0.48 $ 0.40
Extraordinary Item - 0.74
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Total $ 0.48 $ 1.14
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DILUTED EARNINGS PER SHARE
From Continuing Operations $ 0.46 $ 0.38
Extraordinary Item -- 0.69
------ ------
Total $ 0.46 $ 1.07
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SHARES OUTSTANDING - BASIC 4,096 4,516
====== ======
SHARES OUTSTANDING - DILUTED 4,326 4,845
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see notes to consolidated condensed financial statements
-2-
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
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FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
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(in thousands - unaudited)
MARCH 31,
--------------------
2005 2004
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,969 $ 5,175
-------- --------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 178 229
Gain on Investments (70) -
Provision for losses on accounts receivable 3 3
Deferred income taxes 91 (69)
Tax benefit attributable to exercise of stock options 23 61
Changes in operating assets and liabilities:
Accounts receivable - trade (116) (53)
Accrued interest and other receivables (93) (85)
Litigation receivable - 24,884
Inventories (31) (369)
Prepaid expenses and other current assets (39) (96)
Accounts payable (90) 198
Accrued expenses (392) (5,188)
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Total adjustments (537) 19,514
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Net cash provided by operating activities 1,432 24,689
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
Property and equipment (127) (189)
Intangible assets - (10)
Purchases of investments (2,100) (21,903)
Proceeds from sale of investments 1,168 -
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Net cash used in investing activities (1,058) (22,102)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - options 131 199
Common stock purchased and retired (1,140) (2,690)
Payment of dividends (616) -
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Net cash used in financing activities (1,625) (2,491)
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Effect of exchange rate changes on cash 4 (8)
NET INCREASE (DECREASE) IN CASH (1,247) 88
CASH AT BEGINNING OF PERIOD 1,818 762
-------- --------
CASH AT END OF PERIOD $ 571 $ 850
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 25 $ 7,898
Cash paid during the period for interest $ - $ -
see notes to consolidated condensed financial statements
-3-
UTAH MEDICAL PRODUCTS, INC.
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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, 2004. In
the opinion of management, the accompanying 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, 2005 and December 31, 2004 (in thousands)
consisted of the following:
March 31, December 31,
2005 2004
------ ------
Finished goods $ 758 $ 932
Work-in-process 609 640
Raw materials 1,469 1,287
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Total $2,836 $2,859
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(3) Stock-Based Compensation. At March 31, 2005 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
March 31,
----------------------
2005 2004
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Net Income as reported $ 1,969 $ 5,175
Deduct:
Total stock-based employee compensation expense
determined under fair value based method for all
awards, net of related tax effects -98 -85
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Net income pro forma $ 1,871 $ 5,090
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Earnings per share:
Basic - as reported $ 0.48 $ 1.14
========= =========
Basic - pro forma $ 0.46 $ 1.13
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Diluted - as reported $ 0.46 $ 1.07
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Diluted - pro forma $ 0.43 $ 1.05
========= =========
(4) Comprehensive Income. Comprehensive income (in thousands) for the three
months ending March 31, 2005 was $1,616, net of taxes. The components used to
calculate comprehensive income were foreign currency translation adjustments of
($209), and unrealized holding losses of ($144).
-4-
(5) Warranty Reserve. The Company accrues provisions for estimated costs that
are likely to be incurred for product warranties and uncollectible accounts. The
amount of the provision is adjusted, as required, to reflect historical
experience. The following table summarizes changes to UTMD's warranty reserve
during 1Q 2005 (in thousands):
Beginning Balance, January 1, 2005 $ 60
Changes in Warranty Reserve during 1Q 2005:
Aggregate reductions for warranty repairs (1)
Aggregate changes for warranties issued during reporting period 1
Aggregate changes in reserve related to preexisting warranties 0
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Ending Balance, March 31, 2005 $ 60
(6) Investments. Investments, classified as available-for-sale consist of the
following (in thousands):
Investments, available-for-sale March 31, 2005 March 31, 2004
-------------- --------------
Investments, at cost $ 15,901 $ 22,592
Equity Securities:
Unrealized holding gains 82 33
Unrealized holding (losses) (29) 0
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Investments, at fair value $ 15,954 $ 22,625
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Changes in the unrealized holding gain on investment securities
available-for-sale and reported as a separate component of accumulated other
comprehensive income are as follows (in thousands):
Unrealized holding gains on available-for-sales investments 1Q 2005 1Q 2004
------- -------
Balance, beginning of period $ 176 $ 19
Realized gain from securities included in beginning balance 71 0
Gross unrealized holding gains, net of (losses),
in equity securities (306) 2
Deferred income taxes on unrealized holding gain 91 0
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Balance, end of period $ 32 $ 21
Available-for-sale debt securities March 31, 2005 March 31, 2004
-------------- --------------
Maturity less than 1 year $10,521 $ 0
Maturity greater than 10 years 1,450 0
(7) Forward-Looking Information. This report contains certain forward-looking
statements and information relating to the Company that are based on the beliefs
of management as well as assumptions made by, and information currently
available to, management. When used in this document, the words "anticipate,"
"believe," "should," "project," "estimate," "expect," "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company respecting future events and are subject to certain risks,
uncertainties, and assumptions, including the risks and uncertainties noted
throughout this 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, administrative practices of group
purchasing organizations; 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 and
responsively manufacture its products, including the possible effects of lack of
performance of suppliers, success in gaining access to important global
distribution channels, budgetary constraints, the timing of regulatory approvals
for newly introduced products, regulatory intervention in current operations,
-5-
particularly including the August 9, 2004 lawsuit filed by the Justice
Department on behalf of the FDA against UTMD in the U.S. District Court of Utah
and third party reimbursement of health care costs of customers.
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 healthcare,
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,
2004 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 income of $6,060
from damages and interest regarding a patent infringement lawsuit with Tyco
International. Associated with this extraordinary income were G&A Expenses
(included in Operating Expenses) of $350. These expenses were due to bonuses and
litigation costs. Taxes on the extraordinary item were $2,361. The following
MD&A makes income statement comparisons based on continuing operations and the
extraordinary item separately, in the same format as shown in the accompanying
income statements.
Analysis of Results of Operations
a) Overview
In 1Q 2005, UTMD's consolidated global sales increased 1% compared to
1Q 2004. UTMD achieved the following profitability measures for 1Q 2005, in
comparison with 1Q 2004:
1Q 05 1Q 04
----- -----
Gross Profit Margin (gross profits/ sales): 56.1% 58.2%
Operating Profit Margin (operating profits/ sales): 38.4% 39.7%
Income From Continuing Operations Margin
(income from continuing operations/ sales): 29.6% 27.6%
First quarter 2005 earnings per share (EPS) from continuing operations
increased 21.8% to $.46 on a diluted basis.
b) Revenues
The Company believes that revenue should be recognized at the time of
shipment as title generally passes to the customer at the time of shipment.
Revenue from product and service sales is generally recognized at the time the
product is shipped or service completed and invoiced, and collectibility is
reasonably assured. There are circumstances under which revenue may be
recognized when product is not shipped, all of which meet the criteria of SAB
104 :
1) The Company provides engineering services, for example, design and
production of manufacturing tooling that may be used in subsequent UTMD
manufacturing of custom components for other companies. This revenue is
recognized when UTMD's service has been completed according to a fixed
contractual agreement.
2) The Company manufactures products for other companies (OEM customers)
according to fixed longer term supply contracts which are not cancelable or
changeable. Occasionally, an OEM customer will request to bill completed
products according to the contract, but hold shipment for some business purpose
of the customer (e.g. awaiting some mating component from another supplier).
3) The Company manufactures products for foreign companies according to
fixed contracts which are not cancelable or changeable. Occasionally, a foreign
customer under a prepay obligation will request to bill completed products
according to the contract, but hold shipment until payment will be made.
Sales in 1Q 2005 increased 1% compared to 1Q 2004. Although sales
increased, they continue to be negatively affected by the August 10, 2004 FDA
press release announcing an injunction lawsuit against UTMD. Domestic direct
sales were essentially the same in both quarters. Domestic OEM sales (sales of
components to other companies) were down 20% compared to 1Q 2004. The primary
component of the weaker OEM sales was Deltran accessories (BPM components),
which were 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 8% in 1Q 2005 compared to 1Q 2004.
International sales were $1,623 in 1Q 2005 compared to $1,501 in 1Q 2004. Trade
shipments from UTMD's Ireland facility were up 4% in US Dollar terms, and down
2% in EURO terms. International sales were up more than shipments from the
-7-
Ireland facility due to product mix, as the Ireland plant manufactured and
shipped products in 1Q 2005 with a higher labor component than in the prior-year
period.
Global revenues by product category:
1Q 2005 1Q 2004
------- -------
Labor & Delivery $2,412 $2,571
Gynecology/ Electrosurgery/ Urology 1,307 1,353
Neonatal 1,311 1,021
Blood Pressure Monitoring and Accessories (BPM) 1,622 1,671
BPM 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 56.1% in 1Q 2005, compared to 58.2% 1Q 2004. UTMD's prices for its
products have remained consistent with the prior year, but 1Q 2005 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 2005.
Expected favorable influences include a more favorable absorption of fixed
overhead expenses after the significant inventory reduction in third quarter
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.
d) Operating Profit from Continuing Operations
Operating Profit is the profit remaining after subtracting operating
expenses from gross profits. Operating expenses from continuing operations in 1Q
2005 were lower than 1Q 2004 by $39. However, because of the lower gross
profits, operating profits from continuing operations decreased to $2,552 in 1Q
2005 from $2,630 in 1Q 2004. Total operating expenses from continuing
operations, including sales and marketing (S&M), research and development (R&D)
and general and administrative (G&A) expenses, were 17.8% of sales in 1Q 2005,
compared to 18.4% in 1Q 2004. 1Q 2005 operating profit margin from continuing
operations was 38.4%, compared to 39.7% of sales in 1Q 2004.
S&M expenses in 1Q 2005 were $501 or 7.5% of sales compared to $562, or
8.5% of sales in 1Q 2004. Because UTMD sells internationally through third party
distributors, its S&M expenses are predominantly for U.S. business activity.
Looking forward to the rest of 2005, UTMD intends to manage S&M expenses to
remain less than 9% of total consolidated sales.
R&D expenses in 1Q 2005 were $64 or 1.0% of sales compared to $65 or
1.0% of sales in 1Q 2004. 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 2005 as a whole
to be approximately 1% of sales.
G&A expenses from continuing operations in 1Q 2005 were $617 or 9.3% of
sales compared to $594 or 9.0% of 1Q 2004 sales. In addition to legal costs not
associated with the extraordinary item, G&A expenses from continuing operations
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 not associated with the
extraordinary item during 2005 to remain about 9% of sales.
e) Non-operating income
Non-operating income in 1Q 2005 was $254 compared to $154 in 1Q 2004
(excluding the 1Q 2004 extraordinary gain). UTMD paid no interest during either
period because its line of credit balance has been zero since late 2003. UTMD
received $148 in 1Q 2005 compared to $48 in 1Q 2004 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
1Q 2005 earnings before income taxes from continuing operations (EBT)
increased 1% to $2,806 compared to $2,783 EBT in 1Q 2004. 1Q 2005 EBT margin
from continuing operations was 42.2% of sales compared to 42.1% in 1Q 2004.
-8-
g) Net Income and Earnings per Share from Continuing Operations
UTMD's net income (after taxes) from continuing operations increased
7.8% to $1,969 in 1Q 2005 compared to $1,826 in 1Q 2004. Net profit margins
(NPM) from continuing operations, net income (after tax) from continuing
operations expressed as a percentage of sales, was 29.6% in 1Q 2005 compared to
27.6% in 1Q 2004. The disproportionate increase in 1Q 2005 net income relative
to EBT was due to a significantly lower income tax provision as a result of The
American Jobs Creation Act of 2004 (the Act) enacted in October 2004 which
allows a temporary tax deduction on repatriated foreign earnings, which must be
accomplished in 2005. UTMD previously included a deferred tax liability in
reported results, anticipating that profits generated in Ireland would
eventually be repatriated triggering additional U.S. income taxes. Because the
Act provides a temporary deduction on repatriated foreign earnings, the tax
provision on 1Q 2005 earnings was reduced by about $125. The resulting tax
provision as a percentage of pretax profits in 1Q 2005 was 29.8% compared to
34.4% in 1Q 2004 for continuing operations, following the guidance provided by
FASB Staff Position No. FAS 109-2. For the whole year 2005, UTMD estimates that
the Act may allow about a $500,000 reduction in taxes on income, or about $.12/
share. Although UTMD expects that the lower income tax provision resulting from
the Act will impact all calendar quarters in 2005, it is a non-recurring tax
benefit limited to the year 2005.
Diluted 1Q 2005 Earnings per Share (EPS) from continuing operations
increased 20.8% to $.46 from $.38 in 1Q 2004. EPS impact of the Act in 1Q 2005
was an increase of about $.03 per share. 1Q 2005 weighted average number of
diluted common shares (the number used to calculate diluted EPS) were 4,326,000
compared to 4,845,000 shares in 1Q 2004. The Company repurchased 53,124 shares
in 1Q 2005. Exercises of employee options in 1Q 2005 added 17,745 shares (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
230,000 shares to actual weighted average shares outstanding in 1Q 2005,
compared to 329,000 in 1Q 2004. The decrease in 2004 dilution is primarily due
to fewer unexercised options outstanding. Actual outstanding common shares as of
the end of 1Q 2005 were 4,070,100 compared to 4,488,700 at the end of 1Q 2004.
h) Extraordinary Item
In 1Q 2004, UTMD recognized extraordinary non-operating income of
$6,060 from damages and interest regarding a patent infringement lawsuit with
Tyco International. Associated with this non-continuing operations income were
operating expenses of $350, due to bonuses and litigation costs. A tax provision
of $2,361 on the gain resulted in an addition to 1Q 2004 net income of $3,349.
Diluted 1Q 2004 EPS on the extraordinary item were $0.69. Net income in 1Q 2005
was $1,969 compared to $5,175 in 1Q 2004, a decrease of 62.0%. Total diluted EPS
including the extraordinary item were $0.46 in 1Q 2005 compared to $1.07 in 1Q
2004, a decrease of 57.4%.
The following table details the components of the extraordinary item on
the 1Q 2004 income statement ("FCO" = From Continuing Operations).
Extraordinary
FCO Item Total
------- ------- -------
Operating Expenses $ 1,220 $ 350 $ 1,570
Income from Operations 2,630 (350) 2,280
Other Income 154 6,060 6,214
Income Before Income Tax Expense 2,783 5,710 8,494
Income Tax Expense 957 2,361 3,318
Net Income 1,826 3,349 5,175
i) Return on Equity
UTMD ROE is equal to net profits divided by average shareholder equity
during a specific time period. Annualized ROE in 1Q 2005 was 22%, compared to
57% in 1Q 2004. The significantly higher ROE in 1Q 2004 was due primarily to the
extraordinary income. 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.
-9-
Liquidity and Capital Resources
j) 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 $1,432 in 1Q 2005 compared to $24,689 in 1Q 2004. The
two major changes in operating assets and liabilities in 1Q 2004 were related to
the accrual and receipt of about $31 million from Tyco International for patent
infringement, and taxes on that income. The approximate cash flow from operating
activities impact of the extraordinary item in 1Q 2004 was $22,393. The largest
change in 1Q 2005 was a $392 decrease in accrued expenses, due mainly to a
decrease in the litigation accrual as legal expenses related to the FDA lawsuit
were paid.
The Company's use of cash for investing activities was primarily as a
result of purchases of short-term investments, in an effort to make prudent use
of excess cash. UTMD expended $2,100 in 1Q 2005 on such transactions compared to
purchases of $21,903 in 1Q 2004. In 1Q 2005, UTMD received $1,168 from selling
short-term investments. UTMD invested $127 and $189 in 1Q 2005 and 1Q 2004,
respectively, in property and equipment purchases. This rate of investing in new
property and equipment is required to keep facilities, equipment and tooling in
good working condition.
In 1Q 2005, UTMD received $131 and issued 17,745 shares of stock upon
the exercise of employee stock options. Employees exercised a total of 20,130
option shares in 1Q 2005, with 2,385 shares immediately being retired as a
result of the individual trading the shares in payment of the exercise price of
the options. UTMD repurchased 53,124 shares of stock in the open market at a
cost of $1,141 during 1Q 2005. Option exercises in 1Q 2005 were at an average
price of $9.13 per share. Share repurchases in the open market were at an
average cost of $21.47 per share, including commissions and fees. In 1Q 2004,
the Company received $199 from issuing 20,715 shares of stock on the exercise of
employee stock options, including 1,200 shares retired upon an employee trading
those shares in payment of the stock option exercise price. UTMD repurchased
110,247 shares of stock in the open market at a cost of $2,690 during 1Q 2004.
UTMD did not utilize its bank line of credit during either period. UTMD
paid $616 in cash dividends during 1Q 2005.
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 2005 are
expected to be approximately $500 to keep facilities, equipment and tooling in
good working order. In addition to capital expenditures, UTMD plans to use cash
in 2005 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 may strategically fit UTMD's
business and are accretive to performance. The revolving line of credit will
continue to be available for liquidity when the timing of acquisitions or
repurchases of stock require a large amount of cash in a short period of time
not otherwise available from existing cash and investment balances.
k) Assets and Liabilities
March 31, 2005 total assets were $604 lower than at December 31, 2004,
while current assets decreased $308. The decreases resulted primarily from a
$405 decrease in cash and investments and a $284 decrease in net property and
equipment. Cash and investments declined slightly due to share repurchases and
dividend payments, despite continued strong cash generation from operating
activities.
Working capital was $20,402 at March 31, 2005, a $208 increase from
2004 year-end. Working capital continues to be far in excess of UTMD's normal
operating needs. On the liabilities side, total liabilities were $532 lower and
current liabilities $516 lower, due to decreases in accrued expenses related to
the payment in 1Q 2005 of legal expenses related to the FDA lawsuit. UTMD's
current ratio increased to 6.3 during 1Q 2005, from 5.7 at year-end.
Inventories decreased $24 during 1Q 2005, and are now close to
management's targets for current sales activity. Average inventory turns
improved to 4.1 times in 1Q 2005 from 3.9 times in the prior quarter, and 3.2
times in 1Q 2004.
Receivables balances as of March 31, 2005 were $186 higher than at the
beginning of the year. 1Q 2005 ending receivables yielded average "days in
receivables" of 49 days, well within management's target of 55 days. At the end
of 2004 and at March 31, 2004, days in receivables were 51 and 46, respectively.
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Net property and equipment decreased $284 in 1Q 2005 because
depreciation of $166 exceeded new equipment purchases of $127, but mainly due to
a $324 decrease in the dollar-denominated value of Ireland P&E. The U.S. dollar
increased about 5% relative to the EURO during 1Q 2005. Goodwill remained the
same. Net intangible assets, excluding goodwill, decreased $12 as a result of
amortization of patents and other intellectual property. At March 31, 2005, net
intangible assets including goodwill were 19% of total assets, the same as at
year-end 2004.
As of March 31, 2005, UTMD's total debt ratio (total liabilities/ total
assets) decreased to 11% from 12% on December 31, 2004.
l) Management's Outlook.
As outlined in its December 31, 2004 10-K Report, UTMD's plan for 2005
is to
1. clear up its 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 2001;
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 2005 performance was consistent with achieving the above 2005 plan.
Part II Item 1of this report describes the legal proceedings regarding
UTMD's dispute with the FDA. The U.S. Court will determine if UTMD is violating
any provisions of the QSR. The FDA has the burden to prove its allegations. UTMD
and its independent experts maintain that UTMD has been and is in substantial
compliance with all applicable government regulations.
If the Court agrees with any of the FDA allegations, the Company's
responsibility would be to implement procedures that satisfy the Court's
determination. Because the FDA is not claiming that the Company's devices are
unsafe or ineffective, or do not meet predetermined specifications, UTMD
believes that an injunction to cease manufacturing and shipping products is not
a realistic possibility, even if the Court agrees with FDA allegations. Because
of this and because UTMD does not understand the factual basis for FDA's
allegations, the Company has not spent resources analyzing the potential impact
of the relief being sought by the FDA.
There is not and never has been an imminent public health risk relating
to use of UTMD's products. The FDA has a variety of remedies to address device
risks without any resort to the courts. None of those remedies has ever been
applied to any UTMD device, because none has been justified. The FDA Denver
District Office shut off dialogue with UTMD after 2001 while it performed
inspection after inspection in an attempt to build a case. The case that was
finally filed involves alleged QSR violations that the agency has been unable to
substantiate, despite an effort coordinated by the CDRH including four
comprehensive inspections, some involving "national expert" FDA inspectors. An
independent expert, a nearly thirty year FDA compliance veteran and former
District Director, retained by UTMD, has alleged misconduct within FDA, which
will be adjudicated by the Court as part of the present lawsuit.
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 through 1Q
2005.
m) Accounting Policy Changes.
In December 2004, the Financial Accounting Standards Board (FASB)
issued SFAS 123 (revised 2004), "Accounting for Stock Based Compensation." This
statement supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees." This revised statement establishes standards for the accounting of
transactions in which an entity exchanges its equity instruments for goods and
services, including the grant of stock options to employees and directors. The
revised Statement is effective for UTMD starting in 1Q 2006, and will require
the Company to recognize compensation cost based on the grant date fair value of
the equity instruments it awards. The Company currently accounts for those
instruments under the recognition and measurement principles of APB Opinion 25,
including the disclosure-only provisions of the original SFAS 123. Accordingly,
no compensation cost from issuing equity instruments has been recognized in the
Company's financial statements. The Company estimates that the required adoption
of SFAS 123 (R) in first quarter 2006 will have a negative impact on its
consolidated financial statements. See note 3, above for an estimate of the
impact this Statement would have had on the Company's net income for the periods
covered by this report. The Company estimates that adoption of this Statement
will result in about $100 additional compensation expense during the year 2006
related to options outstanding on the date of this report. The Company intends
to continue granting stock options or other equity instruments, although at a
lower level than in the past, which will increase the amount of stock based
compensation in 2006 and beyond. The Board of Director's action on May 6, 2005
to accelerate the vesting of under water options substantially reduced the
financial statement impact of this accounting policy change.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
UTMD has manufacturing operations, including related assets, in Ireland
denominated in the EURO, and sells products under agreements denominated in
various Western European currencies. The EURO and other currencies are subject
to exchange rate fluctuations that are beyond the control of UTMD. The exchange
rate was 0.7732 EURO per USD as of March 31, 2005, and 0.8155 EURO per USD as of
March 31, 2004. UTMD manages its foreign currency risk without separate hedging
transactions by converting currencies to USD as transactions occur.
Item 4. Controls and Procedures
The company's management, under the supervision and with the
participation of the Chief Executive Officer and the Chief Financial Officer,
evaluated the effectiveness of the company's disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended) as of March 31, 2005. Based on this evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of March 31, 2005, the
company's disclosure controls and procedures were effective.
There were no changes in the company's internal controls over financial
reporting that occurred during the quarter ended March 31, 2005, that have
materially affected, or are reasonably likely to materially affect, the
company's internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company may be a party from time to time in routine litigation
incidental to its business. Presently, there is no such routine litigation
ongoing.
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, Chairman & CEO, and Ben D. Shirley, Vice President, Product
Development & Quality Assurance. 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 did not seek a preliminary
injunction. The relief being sought is to enjoin the Company from manufacturing
and shipping products until it conforms with the QSR in a manner that is
acceptable to the FDA.
UTMD was served with the complaint on August 12, 2004. On August 10,
the FDA released an announcement on its official website regarding filing the
lawsuit which contained a personal quotation from Acting Commissioner Lester
Crawford which UTMD believes confused and upset people who use UTMD's devices,
and thereby harmed UTMD's commerce and shareholder value. On January 31, 2005,
attorneys for UTMD filed a Motion to amend Defendant's Answer to assert a
counterclaim for damages for abuse of process. The Court expeditiously reviewed
and granted Defendant's Motion for Leave to File Amended Answer to Assert
Counterclaim. The relief being sought by UTMD includes dismissing the case,
reimbursing UTMD for its expenses and requiring FDA to issue a public apology
stating that UTMD has been and is in compliance with the QSR.
The lawsuit discovery phase ended as of May 1. The pretrial conference
is set for June 20.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table details purchases by UTMD of its own securities during 1Q
2005.
Maximum Number
(or Approximate
Total Number Dollar Value)
of Shares of Shares that
Purchased as May be
Total Number Average Part of Publicly Purchased Under
Period of Shares Price Paid Announced Plans the Plans or
Purchased(1) per Share or Programs (1) Programs (1)
- ----------------- ------------ ---------- ---------------- ---------------
1/01/05 - 1/31/05 3,850 $ 20.41 3,850
2/01/05 - 2/28/05 20,449 21.09 20,449
3/01/05 - 3/31/05 28,825 21.88 28,825
- ----------------- ------------ ---------- ---------------- ---------------
Total 53,124 $ 21.47 53,124
(1) In 1Q 2005 UTMD repurchased the above shares pursuant to a continued
open market repurchase program initially announced in August 1992. Since 1992
through 1Q 2005, the Company has repurchased 6.0 million shares at an average
cost of $10.70 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 2.8 million shares at an average cost of $9.76
per share including fees and administrative costs. In total, UTMD has
repurchased over 8.8 million of its shares at an average price of $10.40 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 $6.24 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 sellers and the price of the stock. 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.
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Item 4. Submission of Matters to a Vote of Security Holders
On May 6, 2005 at the annual meeting, shareholders of the Company
approved the following matters submitted to them for consideration:
Elected Stephen W. Bennett and Ernst G. Hoyer as directors of the
Company;
Stephen W. Bennett: For 2,985,937
Ernst G. Hoyer: For 2,986,872
Item 6. 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
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: 5/10/05 By: /s/ Kevin L. Cornwell
----------- -----------------------
Kevin L. Cornwell
CEO
Date: 5/10/05 By: /s/ Greg A. LeClaire
----------- -----------------------
Greg A. LeClaire
CFO
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