UTAH MEDICAL PRODUCTS INC - Annual Report: 2006 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
fiscal year ended
December 31, 2006
Commission
File Number:
000-11178
UTAH
MEDICAL PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
Utah
|
87-0342734
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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7043
S 300 W, Midvale Utah
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84047
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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Telephone
(801) 566-1200
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Facsimile
(801) 566-2062
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|
|
|
Securities
registered pursuant to Section 12(b) of the Act:
|
|
Title
of each class
|
Name
of each exchange on which registered
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Common
Stock, $.01 Par Value
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The
NASDAQ Global Market
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Preferred
Stock Purchase Rights
|
Securities
registered pursuant to Section 12(g) of the Act:
(Title
of
Class)
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes o
No x
Indicate
by check mark if the registrant is not required to file reports pursuant
to
Section 13 or 15(d) of the Act.
Yes o
No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Exchange Act 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 o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and
will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this
Form 10-K or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o
No x
State
the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
last sold, or the average bid and asked price of such common equity, as of
the
last business day of the registrant’s most recently completed second fiscal
quarter. As
of June 30, 2006, the aggregate market value of the voting and nonvoting
common
equity held by nonaffiliates of the registrant was $104,900,000.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. As
of March 10, 2007, common shares outstanding were 3,946,000.
DOCUMENTS
INCORPORATED BY REFERENCE. The
Company’s definitive proxy statement for the Annual Meeting of Shareholders is
incorporated by reference into Part III, Item 10, 11, 12, and 13, and 14
of this
Form 10-K.
INDEX
TO FORM 10-K
PAGE
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PART
I
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||
Item
1
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Business
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1
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Item
1A
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Risk
Factors
|
11
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Item
1B
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Unresolved
Staff Comments
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11
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Item
2
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Properties
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11
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Item
3
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Legal
Proceedings
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12
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Item
4
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Submission
of Matters to a Vote of Security Holders
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12
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PART
II
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Item
5
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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13
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Item
6
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Selected
Financial Data
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14
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Item
7
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Management’s
Discussion and Analysis of Financial Condition and Results of Operations
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15
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Item
7A
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Quantitative
and Qualitative Disclosures About Market Risk
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23
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Item
8
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Financial
Statements and Supplementary Data
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24
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Item
9
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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44
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Item
9A
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Controls
and Procedures
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44
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Item
9B
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Other
Information
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44
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PART
III
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||
Item
10
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Directors,
Executive Officers and Corporate Governance
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45
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Item
11
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Executive
Compensation
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45
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Item
12
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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45
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Item
13
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Certain
Relationships and Related Transactions, and Director Independence
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45
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Item
14
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Principal
Accounting Fees and Services
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46
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PART
IV
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||
Item
15
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Exhibits,
Financial Statement Schedules
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47
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SIGNATURES
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49
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PART
I
ITEM
1 - BUSINESS
Utah
Medical Products, Inc. (“UTMD” or “the Company”) is in the business of producing
high quality cost-effective medical devices that are predominantly proprietary,
disposable and for hospital use. Success depends on 1) recognizing needs of
clinicians and patients, 2) rapidly designing or acquiring economical solutions
that gain premarketing regulatory concurrence, 3) reliably producing products
that meet those clinical needs, and then 4) selling through
a)
|
UTMD's
own direct channels into markets where the Company enjoys an established
reputation and has a critical mass of sales and support resources,
or
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b)
|
establishing
relationships with other medical companies that have the resources
to
effectively introduce and support the Company's
products.
|
UTMD's
success in providing reliable solutions comes from its proven ability to
integrate a number of engineering and technical disciplines in electronics,
software, mechanical packaging, instrumentation, plastics processing and
materials. The resulting proprietary products represent significant incremental
improvements in patient safety, clinical outcomes and/or total cost over
preexisting clinical tools. UTMD's experience is that, in the case of
labor-saving devices, the improvement in cost-effectiveness of clinical
procedures also leads to an improvement in overall healthcare including lower
risk of complications. UTMD markets a broad range of medical devices used in
critical care areas, especially the neonatal intensive care unit (NICU), the
labor and delivery (L&D) department and the women’s health center in
hospitals, as well as products sold to outpatient clinics and physician's
offices.
The
opportunity to apply solutions to recognized needs results from an excellent
core of practicing clinicians who introduce ideas to the Company, and key
employees who are both clinical applications savvy and development engineering
adept.
UTMD’s
products are sold directly to end users in the U.S. domestic market by the
Company’s own direct sales representatives and independent manufacturers’
representatives. In addition, some of UTMD’s products are sold through specialty
distributors, national hospital distribution companies and other medical device
manufacturers. Internationally, products are sold through other medical device
companies and through independent medical products distributors. UTMD has
representation in all major developed countries through 136 international
distributors, each of which purchased at least five thousand dollars in UTMD
products during 2006.
UTMD
was
formed as a Utah corporation in 1978. UTMD publicly raised equity capital one
time in 1982. In 1994, UTMD acquired all of the tangible and intangible assets
of OB Tech, Inc, a Huntington Beach, CA company, the original owner of the
Cordguard® concept. In 1995, Utah Medical Products Ltd., a wholly-owned
subsidiary located in Ireland, was formed to establish an international
manufacturing capability. In 1997, UTMD purchased Columbia Medical, Inc. (CMI),
a Redmond, Oregon company specializing in silicone injection molding, assembly
and marketing vacuum-assisted obstetrical delivery systems. In 1998, UTMD
acquired the neonatal product line of Gesco International, a subsidiary of
Bard
Access Systems and C.R. Bard, Inc. On March 8, 2000, UTMD returned to the Nasdaq
Stock Market after trading on the New York Stock Exchange for about 3 years.
The
Company was previously listed on Nasdaq for 14 years. In 2004, UTMD acquired
Abcorp, Inc., its supplier of fetal monitoring belts. The Company's corporate
offices are located at 7043 South 300 West, Midvale, Utah 84047 USA. The
corporate telephone number is (801) 566-1200. Ireland operations are located
at
Athlone Business and Technology Park, Athlone, County Westmeath, Ireland. The
telephone number in Ireland is 353 (90) 647-3932. CMI’s mailing address is 1830
S.E. 1st, Redmond, Oregon 97756. The phone number in Oregon is (541) 548-7738.
1
Dollar
amounts throughout this report are in thousands except per-share amounts and
where noted.
PRODUCTS
Labor
and Delivery/ Obstetrics:
Fetal
Monitoring Accessories.
The
majority of births are considered "higher risk" due to lack of prenatal care,
or
use of anesthesia, among other factors. In many of these births, labor may
become complicated and does not progress normally. The obstetrician or
perinatologist must assess progression of labor to be able to intervene with
drug therapy, infuse a solution to augment amniotic fluid, or ultimately if
necessary, perform an operative procedure, and then be prepared for
complications immediately following childbirth.
To
assist
the physician in controlling the effectiveness of administration of oxytocin
and
monitoring effects of amnioinfusion, contraction intensities, uterine resting
tones and peak contraction pressures are closely monitored through the use
of an
invasive intrauterine pressure catheter system. In addition, to help identify
the possible onset of fetal hypoxia, correlation of the changes in fetal heart
rate (FHR) relative to the frequency and duration of contractions are often
electronically monitored. UTMD’s intrauterine pressure (IUP) catheters provide
for clinician choices from a traditional fluid-filled system to INTRAN® PLUS,
the most widely accepted transducer-tipped system. In addition, adjunct FHR
electrodes, leg plates, toco belts and chart paper are provided by UTMD to
complete a package of fetal monitoring supplies. UTMD’s IUP catheters
include:
·
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IUP-075
and UTMD’s other custom fluid-filled clear catheter kits utilize a
saline-filled catheter that is placed within the uterine cavity,
connected
to a separate external reusable or disposable transducer. This product
package, utilizing double lumen catheters, was the traditional mode
of
intrauterine monitoring prior to the introduction of INTRAN. An
intrauterine pressure change is transmitted through the fluid column
to
the external pressure transducer.
|
·
|
Introduced
in 1987, INTRAN was the first disposable intrauterine pressure catheter
that placed the pressure transducer at the pressure source within
the
uterine cavity. This design eliminated the complicated setup of
fluid-filled systems and provided more accurate pressure waveforms.
INTRAN
I was discontinued in 1995 in favor of the more widely preferred
INTRAN
PLUS, also covered by UTMD’s original INTRAN
patent.
|
·
|
INTRAN
PLUS was introduced in 1991. The INTRAN PLUS catheter combines the
transducer tip concept of INTRAN I with a refined tip design, a zeroing
switch that allows the clinician to reset the reference of the monitor,
and a dedicated amnio lumen which provides access to the amniotic
fluid
environment which may be helpful in the diagnosis and intervention
of
certain fetal conditions. In 1996, a viewport enhancement which allows
physicians to observe amniotic fluid in a closed system was added
to
INTRAN PLUS. In 1997, UTMD introduced several variations to allow
user
preferences in tip size, zero switch location and amniotic fluid
visualization.
|
UTMD
markets tocodynamometer belts, disposable electrodes, catheters and accessories
as outlined above, but does not currently market electronic monitors, the
capital equipment that process the electrical signals. In addition to products
currently offered, UTMD intends to continue to investigate and introduce tools
that enhance fetal monitoring techniques, a core area of product development
focus.
Vacuum-Assisted
Delivery Systems (VAD).
UTMD’s
VAD Systems include CMI® patented soft silicone bell-shaped birthing cups and
patented hand-held vacuum pumps which UTMD believes are the safest products
available for use in vacuum-assisted operative deliveries. UTMD’s patented soft
silicone cup is a bell-shaped cup design that should be preferred for fetal
well-being in low or outlet fetal stations with occiput anterior presentations,
which represent more than 90% of the cases where VAD is indicated. Operative
vaginal deliveries using forceps or vacuum-assisted delivery systems provide
knowledgeable physicians with a trial vaginal operative delivery prior to a
more
invasive C-section intervention. Although there are risks associated with
vaginal operative deliveries which may represent 10-15% of all U.S. hospital
births, the procedures are generally regarded as safer for the mother, and
at
least as safe for the fetus, as abdominal (Cesarean) delivery in comparable
clinical situations. UTMD estimates that the VAD operative approach is used
for
about 7-9% of all U.S. births, with forceps continuing to lose ground as the
alternative. UTMD’s patented bell-shaped soft silicone TENDER TOUCH® cups enjoy
a low reported complication rate compared to other vacuum cup designs, as
evidenced by the FDA Medical Device Reporting System which reports specific
names of products used in hospitals.
2
Other
Obstetrical Tools.
AROM-COT™
is a finger cover with a patented prong design to rupture maternal membranes
with less patient pain and anxiety. MUC-X is an aspiration device used
immediately after birth to clear neonatal respiratory passages and reduce
exposure to potential infections. CORDGUARD® is a patented product which unifies
the multiple steps of clamping the neonate’s cord close to the umbilicus,
severing the cord without splattering blood, drawing a clean cord blood sample,
and assisting in the removal of the placenta. CORDGUARD’s sharpless, closed
system reduces the risk of exposure to potentially infected blood, and
consequently reduces the high cost of exposure treatment under OSHA and CDC
guidelines. In addition, CORDGUARD facilitates obtaining neonatal blood that
is
otherwise hard to obtain safely and cleanly. Abcorp toco belts and straps for
fetal monitoring by an external tocodynamometer are provided in latex-free
form
in several configurations.
Neonatal
Intensive Care:
DISPOSA-HOOD™
The
DISPOSA-HOOD is an infant respiratory hood that is used in the NICU to
administer oxygen to neonates and flush CO2
(carbon
dioxide) while maintaining a neutral thermal environment critical to proper
physiologic responses. The DISPOSA-HOOD, placed over the infant's head,
incorporates a round diffusor connection specifically designed to disperse
the
incoming gases along the inner surfaces of the hood, rather than allowing them
to blow directly on the infant's head. The design allows more precise
FIO2
(fractional inspired oxygen) control, minimizes convective heat loss from the
head and provides optimum flows for elimination of CO2
by
ventilation. DISPOSA-HOOD, in contrast to an incubator, allows for excellent
access to and visualization of the underdeveloped infant. Because it is a
disposable product, it also prevents cross-contamination.
DELTRAN®
PLUS
UTMD’s
DELTRAN blood pressure monitoring system has been adapted specifically for
use
in the NICU. The streamlined version eliminates needles used for blood sampling,
avoids the loss of scarce neonatal blood volume and provides a closed system
that reduces the risk of infection. The system features excellent visualization
of clearing volume, and one-handed use.
GESCO®
In
the
third quarter of 1998, UTMD acquired the neonatal product line of Gesco
International. GESCO, best known for innovative silicone catheters, gained
an
early distinctive reputation for its focus on the special developmental needs
of
tiny critically-ill babies.
A
class
of catheters called umbilical vessel catheters (UVCs) are specially designed
for
administering vital medications and fluids immediately following birth through
the infant’s umbilical vessel into the inferior vena cava. Because of the
neonate’s small size and lack of vascular development, there is no better access
to vital organs. The catheters are also called umbilical artery catheters (UACs)
when placed in one of the umbilical arteries to measure blood pressure or
monitor metabolic processes through blood analysis. In developing its
UMBILI-CATH™ product line, Gesco pioneered the use of soft, biocompatible
silicone catheters, helping to reduce the number of insertions required as
well
as other complications associated with invasive applications. UTMD has expanded
the UVC product line to include catheters made from a patented thermosensitive
polyurethane (Tecoflex®) that offers many of the flexibility and
biocompatibility advantages of silicone after insertion, with the greater
rigidity of polyurethane preferred by many clinicians for insertion. In
addition, GESCO provides a convenient catheterization procedure tray of
implements and supplies necessary to place UVC catheters, as well as perform
other similar procedures.
The
primary distinction of GESCO products is that they were developed with the
special needs of the neonate in mind, not just cut-down or smaller versions
of
adult devices. For example, in the case of invasive catheters, the introducer,
the soft rounded distal tip, mode of securing to the patient after insertion
to
avoid migration, luer-locking hub with minimal dead space, number of lumens,
catheter radiopaque striping for visualization, variations in catheter lengths
and diameters and special packaging are all features specially designed for
neonates. UTMD continues to modify product features to incorporate current
neonatal nurse practitioner preferences.
3
The
soft,
biocompatible silicone catheter concept had important advantages in other
applications including peripherally inserted central venous catheters (PICC
lines), enteral feeding tubes, urinary drainage catheters, and chest drainage
tubes. GESCO developed and marketed initial versions of all of these neonatal
products. In order to keep pace with the trend of caring for smaller babies,
UTMD has added smaller diameter versions of its URI-CATH® and NUTRI-CATH®
products. In 2000, UTMD gained FDA premarketing clearance of a new PICC family
of products specifically designed to minimize trauma to the critically ill
neonate, named PICC-NATE®. The PICC-NATE product line was designed with the
input of experienced neonatal nurse practitioners for use as a long-term
indwelling catheter system for single-use, therapeutic central venous infusion
of drug solutions, blood products or other fluids and for blood sampling. The
soft, strong silicone PICC-Nate comes in two diameter sizes and two hub
configurations. In early 2003, UTMD added a Tecoflex polyurethane version that
offers many of the flexibility and biocompatibility advantages of silicone
after
insertion, with the greater rigidity of polyurethane preferred by many
clinicians for insertion. In 2006, UTMD developed a unique enteral feeding-only
extension set that addresses an important safety risk in the NICU - inadvertent
delivery of enteral feeding intravenously. Named Nutri-Lok, the adapter ensures
a secure connection to the enteral feeding catheter (Nutri-Cath) and will not
mate with an IV line connector. Nutri-Lok was launched to the market in January
2007. Also in 2006, UTMD completed the replacement of all DEHP plasticizer
PVC
materials in its Gesco product line that may come in contact with neonatal
patients, addressing another evolving safety concern related specifically to
the
possible maldevelopment of male neonates.
Other
GESCO specialty products include a disposable peritoneal dialysis set that
is a
pre-assembled, sterile, closed system, called DIALY-NATE® a patented silicone
oral protection device used to prevent palatal soft tissue injury by orotracheal
tubes, called PALA-NATE® and a lumbar sampling kit with a tiny,
specially-beveled needle for obtaining cerebral spinal fluid samples, called
MYELO-NATE®. In 2006, UTMD introduced a second configuration of Dialy-Nate with
uncoiled tubing to facilitate clinician use of a fluid/blood
warmer.
GESCO’s
first patented product, HEMO-NATE®, is a disposable filter designed to remove
microaggregates from stored blood prior to transfusion into a neonate where
any
deficiency can have an overwhelmingly negative impact on a neonate’s chances for
survival, given an under-developed vasculature and small total blood volume.
In
2001, UTMD introduced a new filter and an improved blood bag spike for
Hemo-Nate, and a needleless version.
In
2007,
UTMD will continue to improve and expand its neonatal product line, seeking
to
reinforce a reputation as having the most developmentally-friendly NICU
specialty products in the medical device industry. In addition to products
already offered and being developed internally, UTMD will look to expand sales
through international distribution arrangements, and through selective
complementary product acquisitions.
Gynecology
/Urology /Electrosurgery:
LETZ®
System
The
LETZ
System is used to excise cervical intraepithelial neoplasia (CIN) and other
lower genital tract lesions related to human papilloma virus (HPV) infections.
The electrosurgery procedure with hemostasis has become the standard of care
for
HPV cervical infection treatment, replacing cold knife scalpel, laser and
cryotherapy procedural approaches because it is economical, safe, effective,
quick and easy to perform, has fewer potential side effects, and requires little
physician training. A major incentive for performing the LETZ procedure is
that
it may be performed using local anesthetic in a physician's office, eliminating
the time and expense of hospital or surgical center admittance. Most importantly
clinically, in contrast to laser (tissue ablation) and cryotherapy (freezing
of
tissue), LETZ provides a fine tissue specimen for pathological assessment.
In
mid-2006, the FDA licensed the first vaccine for HPV, which has gained
widespread media attention. Such an advancement is welcome as an effective
preventive measure for 70% of higher level CIN lesions which may progress into
cervical cancer. UTMD believes there will be a significant time lag, however,
before the new vaccine affects the approximately 500,000 current annual CIN
removal procedures based on several factors: the adoption rate of the vaccine,
the evolution of the disease in patients already infected and the fact that
a
portion of CIN-types are unaffected by the vaccine.
4
UTMD’s
LETZ System includes patented disposable electrodes, the patented FINESSE®
electrosurgical generator, and other miscellaneous components. A disposable
loop
electrode used to excise the tissue specimen is a pencil-like tube with a thin
tungsten wire loop attached. The loop is available in varying sizes and includes
a patented Safe-T-Gauge® that can be positioned so the physician can accurately
colposcopically monitor the amount of tissue being excised. UTMD continues
to
augment its specialty electrodes. For example, the Company introduced a patented
conization electrode for deep endocervical disease called C-LETZ®, designed to
limit the removal of healthy tissue margins that might compromise adequate
cervical function. UTMD also will continue to provide adapters and other
components which allow its market-leading specialty electrodes to be used with
other manufacturers’ electrosurgical generators. The FINESSE electrosurgical
generator is the only generator on the market that contains an integral smoke
evacuator, required to filter smoke and vapors that contain potentially
hazardous particulate material produced during electrosurgery.
FINESSE®
Generator; Specialty Loop, Ball, and Needle Electrodes; FILTRESSE® Evacuator;
Other Specialty Electrodes; Other Supplies and Gynecologic Tools.
UTMD
has
FDA clearance to market its electrosurgical system and tools for use in general
surgery applications, including dermatology, plastic surgery and otolaryngology.
In 2002, UTMD introduced a product line of ultra-fine tipped microdissection
needles, called OptiMicro™ Needles. These electrosurgical needles are
particularly useful in small-scale plastic and reconstructive surgery
applications. FILTRESSE is a stand-alone surgical smoke filtration system that
combines high filtration efficiency, low cost and convenient use in a surgical
office setting. Other electrosurgery tools and accessories include disposable
electrosurgical pens, dispersive pads, footswitches, filter packs, speculums,
retractors, forceps, tenacula and hooks. UTMD acquired the distribution rights
to a unique reusable four-way expander system which facilitates access to,
and
visualization of, the cervix, eliminating the need for less effective specula
and lateral retractors.
EPITOME®
EPITOME
is a patented electrosurgical scalpel which delivers precise performance in
incision and excision with hemostasis while minimizing thermal side effects.
Where rapid yet precise dissection of dense tissue is necessary, such as in
mammaplasty or abdominoplasty, UTMD believes that EPITOME has no close
substitute. Furthermore, an independent study concludes that the EPITOME scalpel
provides a significant improvement over older devices in wound healing and
patient comfort. EPITOME allows a rapid incision without countertraction,
yielding limited morbidity, less post-surgical pain and cosmetically superior
results. EPITOME is useful where minimization of thermal tissue injury is
important but control of bleeding needed. A patented bendable version of EPITOME
with a smaller active electrode was introduced in 1998. Designed to
significantly reduce the chance of tissue burns due to inadvertent electrode
contact and where a smaller, bent scalpel tip is needed, the bendable EPITOME
is
of particular value, e.g., to thoracic surgeons in harvesting the internal
mammary artery during coronary artery bypass surgery, as well as to
otolaryngologists for tonsillectomies or uvulapalatalplasties.
LIBERTY®
System
LIBERTY
is a device for the conservative treatment and effective control of urinary
incontinence in women. UTMD believes that LIBERTY is the easiest-to-use, most
cost effective incontinence treatment available that yields a therapeutic
effect, not just a cover-up. LIBERTY consists of a battery operated electrical
stimulation unit and an intravaginal electrode probe. This physiotherapy
technique, which can be done in the privacy of the home, involves passive
strengthening of the periurethral muscles. Pulsed, low voltage, high frequency
current is applied primarily to the pudendal neuromuscular tissue causing the
pelvic area muscles to contract, leading to better muscle tone. Because
electrical stimulation has no known adverse side effects, LIBERTY provides
women
suffering from mild to moderate incontinence an effective, lower cost and lower
risk alternative to more traumatic treatments such as surgery and drug therapy.
PATHFINDER
PLUS™
PATHFINDER
PLUS is a proprietary endoscopic irrigation device that allows a uro/gyn surgeon
to precisely irrigate, clearing the visual field, with the same hand that
controls the endoscope, eliminating the need for a separate assistant to
irrigate without visualization. An example of a procedure where Pathfinder
has
found success is ureteroscopic stone ablation.
5
ENDOCURETTE™
In
cooperation with Mayo Clinic, UTMD developed an advanced curette for uterine
endometrial tissue sampling in the doctor’s office. The sampling procedure is
intended primarily to rule out precancer or cancerous change of the uterus
in
premenopausal women with abnormal uterine bleeding, or women with postmenopausal
bleeding. The device is part of a class of catheters designed to be used without
dilitation of the cervix and without general anesthetic. The inherent weakness
of this type of device, which is related to its small size, is that it may
not
remove enough tissue of the endometrium for an accurate histologic assessment,
in contrast to a more invasive D&C hospital procedure. The patented tip of
the ENDOCURETTE was designed to obtain a more thorough tissue specimen without
the need for dilitation, and without an increase in patient discomfort.
LUMIN®
LUMIN®
is
a patented tool developed by UTMD for reliably and safely manipulating the
uterus in gynecological laparoscopic procedures. LUMIN combines the strength,
range of motion and versatility of the higher end reusable instruments with
the
lower cost and cleanliness of the inexpensive less functional disposable
instruments presently on the market, while at the same time reducing the number
of tools needed to move and secure the uterus.
Blood
Pressure Monitoring:
DELTRAN®
Disposable Pressure Transducer (DPT)
In
pressure monitoring, a transducer is used to convert physiological (mechanical)
pressure into an electrical signal that is displayed on electronic monitoring
equipment. UTMD developed, patented and is now distributing its disposable
transducer as a stand-alone product, and as a component in sterile blood
pressure monitoring kits through direct representatives and other medical
companies in the U.S., as well as independent distributors and other medical
device companies internationally.
The
Company believes that the DELTRAN DPT which it designed nearly twenty years
ago,
and currently manufactures, remains the standard in terms of accuracy,
reliability and ease of use. UTMD has an automated assembly line which allows
the Company to effectively compete with larger suppliers on the basis of
consistent quality and low manufacturing costs. Introduced in 1998, the DELTRAN
PLUS provides a closed system for blood sampling, without the use of needles,
reducing the risk of an unwanted infection for both the patient and the
practitioner.
Pressure
Monitoring Accessories, Components and Other Molded Parts.
Components
included in blood pressure monitoring kit configurations include flush devices,
stopcocks, fluid administration sets, caps, pressure tubing, interface cables
and organizers. The Company sells similar components designed for other medical
device company applications which incorporate UTMD’s technologies and designs.
DELTA-CAL™ is a calibration device used to check proper functioning of an
arterial pressure system. In addition, UTMD sells plastic molded parts on a
subcontract basis to a number of medical and non-medical device companies.
UTMD
believes that this practice helps better utilize its investment in fixed plant
and equipment.
MARKETING
UTMD
competes on the basis of its value-added technologies and cost effective
clinical solutions. UTMD believes that a number of its products are strong
brands because they are recognized as clinically different, and consistently
reliable in achieving their intended results. The Company’s primary marketing
challenge is to keep its customers focused on those differences and their
important clinical benefits. Access to the clinical decision-makers, together
with the active involvement of clinicians in medical device purchasing
decisions, is critical to the Company’s success.
UTMD’s
specialty focus, innovation and extensive experience in its specialties are
important marketing attributes which help assure its ability to successfully
compete and survive in a consolidating marketplace where competitors try to
degrade UTMD’s product differences.
For
U.S.
hospitals, which represent about 60% of UTMD’s device sales, marketing efforts
are complicated and fragmented. Although UTMD’s focus is with clinicians who
take responsibility for obtaining optimal patient care outcomes, other people
who are primarily administrative are often responsible for hospital purchasing
decisions.
6
DISTRIBUTION
An
important success factor in the current healthcare industry is access to
customers. Although the U.S. hospital supplier environment has been
consolidating as a result of group purchasing organizations (GPOs), or their
equivalent, establishing long term contracts with large medical device suppliers
with diverse product lines in recent years, the financial relationships and
true
benefits for hospitals has come under increased scrutiny, both by hospitals’
managements themselves and by the government. As a potential positive factor
to
UTMD’s future performance, the increased scrutiny may lead to an understanding
consistent with UTMD’s belief that hospitals are not currently saving money
under the GPO contracts. In addition, the longer term overall cost of care
will
be substantially higher, with quality of care lower, as innovative suppliers
are
excluded from participating in the marketplace.
The
length of time and number of administrative steps required in evaluating new
products for use in hospitals has grown substantially in recent years. As a
potential negative factor to future performance, as UTMD introduces new products
it believes are safer and more effective, it may find itself excluded from
certain customers because of the existence of long term supply agreements for
existing products. UTMD may also be unable to establish viable relationships
with other medical device companies that do have access to users but lack an
interest in the Company’s approach or demand too great a financial or
administrative burden.
In
the
United States, UTMD sells its products through its own directly employed sales
force and through selective independent manufacturer representatives. The direct
representatives concentrate on applications for UTMD products where customer
training and support are important. As of February 2007, the direct sales force
is comprised both of “outside” representatives operating remotely in specific
geographic areas, and “inside” representatives who operate by telephone from
corporate offices. Direct representatives are trained to understand the medical
procedures being performed within UTMD’s clinical focus. Through the use of its
one-on-one contacts with physicians and other clinical practitioners directly
involved in patient care, the direct sales force positions UTMD to gain market
leadership with solutions to clinical problems. In addition to its direct
representatives, UTMD utilizes third party consulting clinical specialists
to
augment its customer training programs.
When
hospital customers request it, UTMD provides its products through national
distribution companies, also known as Med/Surg distributors. Sales to Med/Surg
distributors currently comprise less than 8% of total domestic sales. In
contrast, ten years ago, national distributors and independent stocking
distributors in the U.S. represented more than 65% of UTMD’s direct domestic
Ob/Gyn business.
In
addition to the above traditional sales approaches, UTMD encourages customers
to
take advantage of fast and easy online ordering at https://storefront.utahmed.com.
In
2006, UTMD introduced this advanced “portal” website. It provides a convenient
and secure method for placing orders, allows the customer to easily monitor
the
status of orders and shipments, and gives quick access to account
information.
Additionally,
UTMD sells component parts to other medical companies for use with their product
lines. This OEM distribution channel effort is simply maximizing utilization
of
manufacturing capabilities that are otherwise needed for UTMD's primary
business, and does not compete with or dilute UTMD’s direct distribution and
marketing programs.
Internationally,
the Company sells its products through over 300 regional distributors and OEMs
(other medical device manufacturers). The international business is driven
by
the initiative and resourcefulness of those independent distributors. UTMD’s
Internet website www.utahmed.com
is a
frequent conduit for international customer inquiries.
NEW
PRODUCT DEVELOPMENT
New
product development has been a key ingredient to UTMD’s market identity. Product
development takes three interrelated forms: 1) improvements, enhancements and
extensions of current product lines in response to clinical needs or clinician
requests, 2) introduction of new or augmented devices that represent a
significant improvement in safety, effectiveness and/or cost of care, and 3)
acquisitions of products or technology from others.
7
Because
of UTMD’s reputation as a focused product developer, its financial strength and
its established clinician user base, it enjoys a substantial inflow of new
product development ideas. Internal development, joint development, product
acquisitions and licensing arrangements are all included as viable options
in
the investigation of opportunities. Only a small percentage of ideas survive
feasibility screening. For internal development purposes, projects are assigned
to a project manager who assembles an interdisciplinary, cross-functional
development team. The team’s objective is to have a clinically acceptable,
manufacturable and FDA released product ready for marketing by a specific date.
Approximately ten projects on the average, depending on the level of resources
required, are underway at UTMD at any given time. More than 50% of assigned
projects do not succeed in attaining a product that meets all of the Company’s
criteria. In particular, this includes a product that is highly reliable, easy
to use, cost-effective, safe, useful and differentiated from the competition.
Once a product is developed, tooled, fully tested and cleared for marketing
by
the FDA, there remains a reasonable probability it cannot be successfully
marketed for any number of reasons, not the least of which is being beaten
to
the market by a competitor with a better solution, or not having access to
users
because of limitations in marketing and distribution resources or exclusionary
contracts of GPOs.
UTMD’s
current product development projects are in three areas of focus: 1) labor
&
delivery, 2) neonatal intensive care, and 3) specialized procedures for the
assessment and treatment of cervical/uterine disease. Internal product
development expenses are expected to be in the range of 1-2% of sales in 2007.
In 2006, UTMD spent $316 on internal product development activities, or 1.1%
of
sales. In 2005 and 2004, internal new product development expenses were $320
(1.2% of sales) and $292 (1.1% of sales), respectively.
EMPLOYEES
At
December 31, 2006, the Company had 204 employees, and an additional six contract
employees. The contract employees represent UTMD’s desire to provide handicapped
persons additional work opportunities, hired through the Utah state-supported
Work Activity Center. The average tenure of UTMD’s employees is about nine
years, which conveys an important benefit due to the level of training required
to produce consistently high quality medical devices. The Company's continued
success will depend to a large extent upon its ability to retain skilled
employees. No assurances can be given that the Company will be able to retain
or
attract such employees in the future, although management is committed to
providing an attractive environment in which reliable, creative and high
achieving people wish to work.
To
the
best of the Company's knowledge, none of the Company's officers or directors
is
bound by restrictive covenants from prior employers that limit their ability
to
contribute to UTMD’s programs. All professional employees sign a code of conduct
and a confidentiality and non-compete agreement as a condition of employment,
and as consideration for receipt of stock option awards and participation in
the
management bonus program. All employees participate in performance-based bonus
programs. None of the Company's employees is represented by labor unions or
other collective bargaining groups.
PATENTS,
TRADEMARKS AND TECHNOLOGY LICENSES
The
Company owns or exclusively licenses twenty-nine unexpired patents, and is
the
licensee of certain other technology. There can be no assurance, however, that
patents will be issued with respect to any pending applications, that marketable
products will result from the patents or that issued patents can be successfully
defended in a patent infringement situation. The Company also owns a number
of
trademarks which have achieved brand recognition.
The
ability of the Company to achieve commercial success depends in part on the
protection afforded by its patents and trademarks. However, we believe that
the
protections afforded by patents and trademarks are less important to UTMD’s
business, taken as a whole, than a medical device’s incremental clinical
utility, which may be dominated by a number of other factors including relative
cost, ease of use, ease of training/adoption, perceived clinical value of
different design features, risk of use in applicable procedures, the reliability
of achieving a desired outcome in the hands of different users and market access
to potential users. In cases where competitors introduce products that may
infringe on UTMD’s technology, the Company has an obligation to its shareholders
to defend its intangible property to the extent that it can afford to do so
and
that it is material to the Company’s success. The Company must also defend
itself when competitors allege that UTMD may be infringing their
technology.
8
As
a
matter of policy, UTMD has acquired and will continue to acquire the use of
technology from third parties that can be synergistically combined with UTMD
proprietary product ideas. During 2006, ongoing royalties included in cost
of
goods sold were $2. Other royalties have been previously paid as a lump sum,
or
are incorporated into the price of acquisitions, or into the cost of purchased
components which practice certain patents of third parties. Also as a matter
of
policy, UTMD licenses its proprietary technology to others in circumstances
where licensing does not directly compete with UTMD's own marketing initiatives.
During 2006, the Company received $450 in royalty income, the same as in 2005
and 2004. Based on the expiration dates of the patents for which the current
royalty income is being received, UTMD expects royalties of $450, $391, $184
and
$92 in 2007, 2008, 2009 and 2010, respectively. As a result of receiving
royalties on its patents, UTMD’s future financial performance may depend on the
marketing ability of other companies that license UTMD’s
technology.
GOVERNMENT
REGULATION
UTMD's
products and manufacturing processes are subject to regulation by the U.S.
Food
& Drug Administration (“FDA”), as well as other regulatory bodies globally.
The FDA has authority to regulate the marketing, manufacturing, labeling,
packaging and distribution of medical devices in the U.S. In addition,
requirements exist under other federal laws and under state, local and foreign
statutes that may apply to the manufacturing and marketing of the Company's
products.
All
manufacturers of medical devices must register with the FDA and list all medical
devices produced by them. The listing must be updated annually. In addition,
prior to commercial distribution of some devices for human use, a manufacturer
must file a notice with the FDA, setting forth certain information regarding
the
safety and effectiveness of the device that is acceptable in content to the
FDA.
Devices
which are classified in Class I are subject only to the general controls
concerning adulteration, misbranding, good manufacturing practices, record
keeping and reporting requirements. Devices classified in Class II must, in
addition, comply with special controls or performance standards promulgated
by
the FDA.
All
of
UTMD’s present products are Class I or Class II devices. The Company is in
compliance with all applicable U.S. regulatory standards including CFR Part
820,
the FDA Quality System Regulation (QSR) effective in 1997, also known as cGMPs
(current good manufacturing practices).
In
1994,
UTMD received certification of its quality system under the ISO 9001/EN 46001
standards (“ISO” stands for “International Organization of Standardization”)
which it maintained until December 2003. In October 2003, UTMD’s Utah facility
was certified under the more stringent ISO 13485 standard for medical devices.
UTMD’s Ireland facility was certified under the concomitant ISO 13488 standard.
In July 2006, both facility ISO certifications were upgraded to the even more
stringent ISO 13485:2003 standards, which continue to be maintained. UTMD
remains on a continuous periodic audit schedule by its independent notified
body
in order to stay current with international regulatory standards, and retain
its
certification. The most recent audit was conducted in February 2007. UTMD has
received formal product certifications allowing the use of the CE Mark
(demonstrates proof of compliance with the European Community’s ISO standards)
for essentially all of its products. The U.S. FDA QSR was developed in harmony
with the ISO standards.
SOURCES
AND AVAILABILITY OF RAW MATERIALS
Most
of
the components which the Company purchases from various vendors are readily
available from a number of sources. Alternative sourcing of various components
is continually underway. Vendors are qualified by Corporate Quality Assurance.
The Company has a vendor quality monitoring program that includes routinely
checking incoming material for conformance to specifications, as required per
written procedures.
9
EXPORTS
Revenues
from customers outside the U.S. in 2006 were $7,390 (26% of total sales),
compared to $6,392 (23% of total sales) in 2005 and $6,028 (23% of total sales)
in 2004. Blood pressure monitoring products represented 58% of international
sales in 2006, compared to 66% in 2005 and 67% 2004. International Ob/Gyn and
neonatal product sales were $3,109 in 2006, compared to $2,191 in 2005 and
$2,019 in 2004. For financial information by geographical area, please see
Notes
1, 4 and 10 to the Consolidated Financial Statements.
UTMD
regards the international marketplace as an important element of its growth
strategy. UTMD is keenly aware that not only are international markets different
from the U.S. market, but also that each country has its own set of driving
influences that affects the dynamics of the nature of care given and medical
devices used. In 1996 UTMD completed construction of a manufacturing facility
in
Athlone, County Westmeath, Ireland. The facility offers a number of advantages:
1) from a marketing point of view, better response to European Union customers,
including a better understanding of customized needs, less costly distribution
and duty-free access to over 350 million patients; 2) from a regulatory point
of
view, faster new product introductions; and 3) from a manufacturing point of
view, reduced dependence on one manufacturing site and increased capacity for
existing U.S. facilities.
BACKLOG
As
a
supplier of primarily disposable hospital products, the nature of UTMD’s
business necessitates being very responsive to customer orders and delivering
products quickly. Virtually all direct shipments to end users are accomplished
within one week of receipt of customer purchase order. Backlog shippable in
less
than 90 days was $906 as of January 1, 2007, $910 as of January 1, 2006 and
$653
as of January 1, 2005.
SEASONAL
ASPECTS
The
Company's business is generally not affected by seasonal factors.
PRODUCT
LIABILITY RISK MANAGEMENT
The
risk
of product liability lawsuits is a negative factor in the medical device
business because products are frequently used in inherently life threatening
situations to help physicians achieve a more positive outcome than what might
otherwise be the case. In any lawsuit against a company where an individual
plaintiff suffers a permanent physical injury, a possibility of a large award
for damages exists whether or not a causal relationship exists. However, no
such
damages have been awarded against UTMD in its 28 year history.
UTMD
is
self-insured for product liability risk and reserves funds against its current
performance on an ongoing basis to provide for its defense should any lawsuits
be filed. The best defense the Company believes that it has is the consistent
conformance to specifications of its proven safe and effective products. In
the
last fourteen years, UTMD has been named as a defendant, along with each
attending physician and hospital, in four product liability lawsuits. All four
were related to operative vaginal deliveries where a UTMD VAD birthing cup
or
hand pump was used by the surgeon. The VADS products in all four cases did
conform to specifications. UTMD was ultimately dismissed as a defendant in
the
lawsuits, and legal costs were not material to performance. During the same
fourteen year period of time, in which more than 17 million UTMD finished
devices were used, no other UTMD product was the subject of a product liability
lawsuit. There are currently no product liability lawsuits in which UTMD is
a
defendant, and there have been no product liability lawsuits during the last
three years.
10
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 management based on information currently available. When used in this
document, the words “anticipate,” “believe,” “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 stated 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. Financial estimates are subject to change and are not intended to
be
relied upon as predictions of future operating results, and the Company assumes
no obligation to update or disclose revisions to those estimates.
ITEM
1A - RISK FACTORS
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; opportunities in gaining access to important global
distribution channels; budgetary constraints; the timing of regulatory approvals
for newly developed products; regulatory intervention in current operations;
and
third party reimbursement of health care costs of patients.
Negative
factors that may adversely impact future performance include managed care
reforms or hospital group buying agreements that may limit physicians’ ability
to choose certain products or procedures, new products introduced by other
companies that displace UTMD’s products, new product regulatory approval delays,
changes in the Company’s relationships with distribution partners, and loss of
key personnel.
The
length of time and number of administrative steps required in adopting new
products for use in hospitals has grown substantially in recent years. As a
potential negative factor to future performance, as UTMD introduces new products
it believes are safer and more effective, it may find itself excluded from
certain customers because of the existence of long term supply agreements for
existing products. UTMD may also be unable to establish viable relationships
with other medical device companies that do have access to users but lack an
interest in the Company’s approach or present unreasonable burdens.
Risk
factors, in addition to the risks outlined in the previous paragraph and
elsewhere in this report 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 and infringement claims of others; 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
or
may not require external funding.
ITEM
1B - UNRESOLVED STAFF COMMENTS
None
ITEM
2 - PROPERTIES
Office
and Manufacturing Facilities.
The
Company's current operations are located in a 100,000 square foot facility
in
Midvale, Utah, a suburb of Salt Lake City, a 20,000 square foot facility in
Redmond, Oregon, and a 77,000 square foot facility in Athlone, County Westmeath,
Ireland. UTMD owns its property and facilities in Utah and Ireland, with the
exception of a long-term lease on one section of its Midvale parking lot. The
Oregon facility is leased.
11
UTMD
is a
vertically-integrated manufacturing company. Capabilities include silicone
and
plastics-forming operations including injection molding, insert and
over-molding, thermoforming and extrusion; sensor production; manual and
automated assembly of mechanical, electrical and electronic components; parts
printing; various testing modalities; advanced packaging in clean room
conditions; and a machine shop for mold-making and fabrication of assembly
tools
and fixtures. Capabilities also include an R&D laboratory for both
electronic and chemical processes, software development resources,
communications and computer systems networked real time internationally, and
administrative offices.
ITEM
3 - LEGAL PROCEEDINGS
The
Company may be a party from time to time in litigation incidental to its
business. Presently, there is no litigation for which the Company believes
the
outcome may be material to its financial results.
Notwithstanding
the foregoing statement, the Company has been involved since 2005, and remains
involved, as a defendant in a patent infringement lawsuit with Clinical
Innovations Associates (CIA), founded by W. Dean Wallace, formerly President
and
CEO of UTMD from 1987 to 1992. CIA alleges that a version of Intran Plus with
a
clear portion of its catheter body infringes U.S. Patent No. 6,231,524, with
filing date of May 11, 1999. Intran Plus was first marketed in 1991 under the
supervision of Dr. Wallace while he was employed by UTMD, predating organization
of, and any patent application by, CIA. The only difference between the original
Intran Plus version and the alleged infringing version is a clear catheter
body.
UTMD believes that clear catheters are obvious in the art in medical device
industry. An example of prior art is UTMD’s IUP-075, a dual lumen IUPC with a
clear body, which was released for marketing by Dr. Wallace while employed
by
UTMD. UTMD believes the case is without merit, but needs to protect its
reputation from unwarranted claims of a direct competitor. Although the outcome
of the lawsuit is not expected to be material to financial results because
the
number of Intran Plus catheters with clear bodies has been relatively small,
the
prosecution of the case through discovery and a trial may have some dilutive
effect on 2007 financial performance. In 2006, UTMD had $154 in litigation
expenses related to this lawsuit which were part of G&A expenses. The trial
is currently scheduled for September 2007. If the court rules in UTMD’s favor
and agrees that the lawsuit is frivolous, UTMD may be entitled to reimbursement
of its legal expenses.
ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No
matter
was submitted to a vote of security holders through the solicitation of proxies
or otherwise during the fourth quarter of the fiscal year covered by this
report.
12
PART
II
ITEM
5 - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information.
UTMD's
common stock trades on the NASADQ Global Market (symbol:UTMD). The following
table sets forth the high and low sales price information as reported by NASDAQ
for the periods indicated:
2006
|
2005
|
||||||||||||
High
|
Low
|
High
|
Low
|
||||||||||
1st
Quarter
|
$
|
33.50
|
$
|
28.33
|
$
|
22.80
|
$
|
20.06
|
|||||
2nd
Quarter
|
32.10
|
29.50
|
23.50
|
20.20
|
|||||||||
3rd
Quarter
|
33.10
|
28.25
|
24.88
|
22.80
|
|||||||||
4th
Quarter
|
34.96
|
31.51
|
32.80
|
24.50
|
Stockholders.
The
approximate number of beneficial stockholders of UTMD’s common stock as of March
10, 2007 was 2,800.
Dividends.
On
May
10, 2004, UTMD announced that it would resume paying a quarterly cash dividend.
The following sets forth cash dividends declared since May 10,
2004:
Record
Date
|
Payable
Date
|
Per
Share Amount
|
||
June
16, 2004
|
July
5, 2004
|
$
0.15
|
||
September
16, 2004
|
October
5, 2004
|
0.15
|
||
December
16, 2004
|
January
5, 2005
|
0.15
|
||
March
16, 2005
|
April
5, 2005
|
0.15
|
||
June
17, 2005
|
July
5, 2005
|
$
0.155
|
||
September
16, 2005
|
October
5, 2005
|
0.155
|
||
December
16, 2005
|
January
5, 2006
|
0.17
|
||
March
16, 2006
|
April
5, 2006
|
0.18
|
||
June
16, 2006
|
July
5, 2006
|
0.19
|
||
September
15, 2006
|
October
4, 2006
|
0.20
|
||
December
14, 2006
|
January
4, 2007
|
0.21
|
||
2004
total paid
|
$
0.30
|
|||
2005
total paid
|
$
0.61
|
|||
2006
total paid
|
$
0.74
|
Issuer
Purchases of Equity Securities.
The
following table details purchases by UTMD of its own securities during fourth
quarter 2006.
Period
|
Total
Number
of
Shares
purchased
(1)
|
Average
Price
Paid
per
Share
|
Total
Number of
Shares
Purchased as
Part
of Publicly
Announced
Plans or
Programs
(1)
|
Maximum
Number (or
Approximate
Dollar Value)
of
Shares that May Yet be
Purchased
Under the Plans
or
Programs (1)
|
||||
10/01/06
- 10/31/06
|
-
|
$
-
|
-
|
see
(1) below
|
||||
11/01/06
- 11/30/06
|
-
|
-
|
-
|
|||||
12/01/06
- 12/31/06
|
9,801
|
32.81
|
9,801
|
|||||
Total
|
9,801
|
$
32.81
|
9,801
|
13
(1)
In fourth quarter 2006 UTMD repurchased an aggregate of 9,081 shares of its
common stock at an average cost of $32.81 per share pursuant to a continued
open
market repurchase program instituted in August 1992. Since 1993 through 2006,
the Company has repurchased 6,327,356 shares at an average cost of $11.65 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 9.1 million
of its shares at an average price of $11.07 per share since 1993. To complete
the picture relating to current shares outstanding, since 1993 the Company’s
employees and directors have exercised and purchased 1.6 million option shares
at an average price of $8.88 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 long
term program of open market share repurchases.
The
purpose of UTMD’s 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 from effectively managing its business. UTMD
does not intend to repurchase shares that would result in terminating its NASDAQ
Global Market listing.
ITEM
6 - SELECTED FINANCIAL DATA
Dollar
amounts are in thousands, except per share data.
The
following selected consolidated financial data of UTMD and its subsidiaries
for
the five years ended December 31, 2006, are derived from the audited financial
statements and notes of UTMD and its subsidiaries, certain of which are included
in this report. The selected consolidated financial data should be read in
conjunction with UTMD’s Consolidated Financial Statements and the Notes included
elsewhere in this report.
Year
Ended December 31
|
||||||||||||||||
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
||||||||
Net
Sales
|
$
|
28,753
|
$
|
27,692
|
$
|
26,485
|
$
|
27,137
|
$
|
27,361
|
||||||
Net
Income
|
8,168
|
7,547
|
10,220
|
20,761
|
7,165
|
|||||||||||
Earnings
Per Common Share (Diluted)
|
2.02
|
1.80
|
2.19
|
4.25
|
1.36
|
|||||||||||
Total
Assets
|
44,187
|
41,642
|
41,262
|
49,694
|
23,387
|
|||||||||||
Working
Capital
|
25,471
|
22,683
|
20,194
|
21,405
|
5,437
|
|||||||||||
Long-term
Debt
|
4,824
|
5,336
|
-
|
-
|
4,956
|
|||||||||||
Cash
Dividends Per Common Share
|
0.74
|
0.61
|
0.30
|
None
|
None
|
Quarterly
Data for 2006
|
|||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||
Net
Sales
|
$
|
7,104
|
$
|
7,293
|
$
|
7,001
|
$
|
7,355
|
|||||
Gross
Profit
|
4,007
|
4,077
|
3,971
|
4,092
|
|||||||||
Net
Income
|
2,036
|
2,059
|
2,003
|
2,070
|
|||||||||
Earnings
Per Common Share (Diluted)
|
.50
|
.51
|
.50
|
.51
|
Quarterly
Data for 2005
|
|||||||||||||
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||
Net
Sales
|
$
|
6,652
|
$
|
7,028
|
$
|
7,001
|
$
|
7,011
|
|||||
Gross
Profit
|
3,734
|
4,022
|
4,014
|
3,983
|
|||||||||
Net
Income
|
1,969
|
1,887
|
1,789
|
1,903
|
|||||||||
Earnings
Per Common Share (Diluted)
|
.46
|
.45
|
.44
|
.46
|
14
ITEM
7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
Dollar
amounts are in thousands except per-share amounts, and where noted.
The
following comments should be read in conjunction with the accompanying financial
statements.
Productivity
of Assets and Working Capital.
a)
Assets.
Year-end 2006 total assets were $44,187, compared to $41,642 in 2005. The
increase was due essentially to an increase in cash and investment balances
allowed by a substantial decrease in inventories and receivables coupled with
continued excellent operating profitability. The 2006 productivity of total
assets (= average total asset turns; total sales divided by average total assets
for the year) was consistent with 2005, with both years’ productivity diluted by
the large cash-equivalent balances. Year-end 2006 and 2005 cash and investment
balances were $21,049 and $17,453 respectively, representing 48% and 42% of
total assets. Year-end cash and investment balances increased $3,596 after
UTMD
paid $2,902 in shareholder dividends, $2,094 in share repurchases, $2,700 to
meet optionee tax withholding requirements on options exercised in return for
option shares, and $1,057 in principal repayments for the Ireland loan.
Excluding average cash and investment balances, average total asset turns in
2006 and 2005 were 1.22 and 1.14 respectively. In 2007, total assets excluding
cash and investment balances will continue to be substantially less than annual
sales, which benefits return on average shareholders equity (ROE). Improvement
in total asset turns (including cash and investments) will depend on the timing
of deployment of excess cash and investment balances.
Property,
plant and equipment (PP&E) assets are comprised of Utah, Oregon and Ireland
manufacturing molds, production tooling and equipment, test equipment, computer/
communications equipment and software, and the Utah and Ireland facilities.
UTMD
leases the Oregon facility as a result of the 1997 CMI acquisition, and a
portion of its Midvale, Utah parking lot. In 2006, net PP&E (depreciated
book value) increased $171 despite the fact that actual depreciation of assets
exceeded new capital expenditures by $251. The increase in net PP&E was due
to currency exchange translation of book value of Ireland assets which
appreciated in U.S. dollar value terms because of a weaker USD compared to
the
Euro. Even with the weaker USD, consolidated PP&E balances increased at a
slower rate than the increase in sales, resulting in significantly higher
PP&E turns. The current book value of consolidated PP&E is 34% of actual
acquisition cost, which means that the continued productivity of the company’s
fixed assets will remain a source of future profitability, given that PP&E
is in good working order and capable of supporting increased sales activity.
In
2007, depreciation of fixed assets should again equal or exceed new PP&E
purchases required to sustain current operations.
Average
inventory turns in 2006 increased to 4.0 from 3.9 in 2005, meeting management’s
continuing objective for inventory turns for the first time since losing the
Baxter OEM supply business ten years ago. The improved turns were the result
of
a combination of 4% higher sales and 8% lower inventories compared to the end
of
2005. Net (after allowance for doubtful accounts) year-end trade accounts
receivable (A/R) balances increased $37 or about 1% at the same time that 2006
sales activity increased 4%, improving average days in A/R on December 31,
2006
to 43 days, based on 4Q 2006 shipments, compared to 45 days at the end of 2005.
This performance remained well within management’s continuing objective of 55
days. A/R over 90 days from invoice date at year-end 2006 were 6% of A/R, up
from 5% at the end of the prior year. The Company believes the older A/R will
be
collected or are within its reserve balances for uncollectible accounts.
Working
capital at year-end 2006 was $25,030 compared to $22,230 at year-end 2005.
Both
of these amounts exceed working capital needs for growth in normal operations.
UTMD’s current ratio increased to 8.4 from 7.1, mainly due to increases in cash
and investments. Since the large majority of the working capital balance is
excess cash (and cash investments), the current ratio going forward in 2007
will
depend primarily upon the timing and extent of use of existing cash and
investment balances. The other current asset and current liability components
of
working capital are expected to remain within management objectives, consistent
with 2006 and earlier years.
15
Net
(after accumulated amortization) intangible assets, which are comprised of
goodwill resulting from acquisitions and the costs of obtaining patents and
other intellectual property including technology rights, were $7,445 at the
end
of 2006 compared to $7,624 sat the end of 2005. The goodwill balance of $7,191,
reduced 24% from time of acquisition, is the result of three acquisitions in
1997, 1998 and 2004 which were made in cash at conservative valuations. The
reduction was goodwill amortization as a result of UTMD using previous GAAP
through 2001 for the purchase method of acquisition accounting. Under current
GAAP, goodwill is not expensed unless and until the market value of the acquired
entity becomes impaired. The three acquisitions continue to be viable parts
of
UTMD’s overall business, representing 33% of total sales in 2006. UTMD does not
expect the goodwill value of the acquisitions to become impaired in 2007. Other
intangible assets decreased $179 in 2006. Of that decline, $130 resulted from
sale of intellectual property rights, which had no impact on the income
statement. The remaining $49 decrease was the result of amortization expense.
Net intangible assets at the end of 2006 represented 17% of total assets
compared to 18% at the end of 2005.
Liabilities.
UTMD’s
current liabilities decreased $235, and total liabilities decreased $713, from
the end of 2005 to the end of 2006. The resulting 2006-ending total debt ratio
was 18% of total assets, down from a total debt ratio of 21% at the end of
2005.
Current liabilities declined because of a normal fluctuation in timing of
payments of accounts payable and accrued liabilities. The long term Ireland
note
payable, which is denominated in Euros, declined just $512 in book value despite
actual principal payments of $1,057 because of the decline in the value of
the
USD. In Euros, the note declined from €4,500 at the beginning of 2006 to €3,672
at the end of 2006. As a reminder to shareholders, the note was initiated in
December 2005 to finance repatriation of profits achieved in Ireland since
1996
under The American Jobs Creation Act of 2004. UTMD Ltd. plans to repay this
note
from profits generated in Ireland over about the next four years. In addition
to
liabilities, UTMD has operating lease and purchase obligations described in
note
7.
Results
of Operations.
a)
Revenues.
Global
consolidated sales increased 4% in 2006 compared to the prior year. Foreign
(international) sales increased 16%. Increases and decreases in U.S. (domestic)
sales categories essentially offset each other.
Domestic
sales were $21,363 in 2006 compared to $21,301 in 2005 and $20,456 in 2004.
UTMD
divides its domestic sales into two distribution channels: “direct sales” which
are sales to end user customers by UTMD’s direct sales force, independent
commissioned sales reps, specialty distributors and national hospital
distribution companies, and “OEM sales” which are component sales to other
companies where products are packaged and resold as part of another company’s
finished product offerings. As a percentage of total domestic sales, direct
sales in 2006 were 94% of domestic sales compared to 94% in 2005 and 93% in
2004. Therefore domestic OEM sales were 6% of domestic sales in both 2006 and
2005, and 7% of domestic sales in 2004. 2006 domestic OEM sales were up 6%
at
$1,342 in 2006, compared to $1,268 in 2005 and $1,491 in 2004. Domestic direct
sales in 2006 were essentially the same as in 2005, and represented 70% of
global consolidated sales in 2006 compared to 72% in both 2005 and 2004.
International
sales were $7,390 in 2006 compared to $6,392 in 2005 and $6,028 in 2004, and
were 26% of global consolidated sales in 2006 compared to 23% in both 2005
and
2004. Of the 2006 international sales, 53% were
distributed to customers in Europe, compared to 55% in 2005 and 60% in 2004.
Ireland operations (UTMD Ltd.) shipped 52% of international sales (in USD terms)
in 2006, compared to 57% in 2005 and 59% in 2004. UTMD Ltd. 2006 shipments,
including intercompany sales of subassemblies to Midvale, were up 12% in Euro
terms and up 13% in USD terms compared to 2005.
UTMD
groups its sales into four general product-line categories: 1) obstetrics,
comprised of labor and delivery management tools for monitoring fetal and
maternal well-being, for reducing risk in performing difficult delivery
procedures and for improving clinician and patient safety; 2) gynecology/
electrosurgery/ urology, comprised of tools for gynecological procedures
associated primarily with cervical/ uterine disease including LETZ, endometrial
sampling, diagnostic laparoscopy, and other MIS procedures; specialty excision
and incision tools; conservative urinary incontinence therapy devices; and
urology tools; 3) neonatal care, comprised of devices that provide
developmentally-friendly care to the most critically ill babies including
providing vascular access, administering vital fluids, maintaining a neutral
thermal environment, providing protection and assisting in specialized
applications; and 4) blood pressure monitoring/ accessories/ other, comprised
of
specialized components as well as molded parts sold on an OEM basis to other
companies. In these four categories, UTMD’s primary revenue contributors often
enjoy a dominant market share and may have differentiated product features
protected by patents.
16
Global
revenues by product category:
2006
|
%
|
2005
|
%
|
2004
|
%
|
||||||||||||||
Obstetrics
|
$
|
9,371
|
33
|
$
|
9,774
|
36
|
$
|
10,918
|
41
|
||||||||||
Gynecology/
Electrosurgery/ Urology
|
6,106
|
21
|
5,397
|
19
|
5,142
|
19
|
|||||||||||||
Neonatal
|
7,073
|
25
|
6,475
|
23
|
4,134
|
16
|
|||||||||||||
Blood
Pressure Monitoring and Accessories*
|
6,203
|
21
|
6,046
|
22
|
6,292
|
24
|
|||||||||||||
Total:
|
$
|
28,753
|
100
|
$
|
27,692
|
100
|
$
|
26,485
|
100
|
||||||||||
*includes
molded components sold to OEM customers.
|
International
revenues by product category:
2006
|
|
%
|
|
2005
|
|
%
|
|
2004
|
|
%
|
|||||||||
Obstetrics
|
$
|
764
|
10
|
$
|
593
|
9
|
$
|
774
|
13
|
||||||||||
Gynecology/
Electrosurgery/ Urology
|
1,820
|
25
|
1,199
|
19
|
966
|
16
|
|||||||||||||
Neonatal
|
525
|
7
|
400
|
6
|
278
|
5
|
|||||||||||||
Blood
Pressure Monitoring and Accessories*
|
4,281
|
58
|
4,200
|
66
|
4,010
|
66
|
|||||||||||||
Total:
|
$
|
7,390
|
100
|
$
|
6,392
|
100
|
$
|
6,028
|
100
|
||||||||||
*includes
molded components sold to OEM customers.
|
As
a
brief explanation of revenues in the above tables,
1.
Of the $403 decline in total obstetrics sales in 2006, $108 was from lower
sales of vacuum-assisted delivery systems (VADS), a 9% decline, and $320 from
lower IUPC sales, a 4% decline. The lower VADS and IUPC sales resulted primarily
from a trend in obstetrics practice that favors abdominal operative deliveries
over vaginal operative deliveries because of medical malpractice litigation
risk, and increased competition including effects of GPO product bundling
agreements. Cheaper priced, less clinically-effective products represent
significant competition where hospital administrators are constrained by GPO
contracts or may not take the total cost of care into consideration, including
increased risk of complications and utilization rates.
2.
Gynecology/ electrosurgery/ urology product sales increased $711 or 13%,
with 80% of the increase coming from higher electrosurgical generator and
electrode sales.
3.
Consolidated global neonatal product sales increased $598 or 9% in 2006.
The international portion of neonatal product sales grew 31%, and represented
21% of the increase.
4.
Domestic blood pressure monitoring and accessories (BPM) sales increased
4%, while international BPM sales increased 2%.
Looking
forward to 2007, UTMD’s improvement in sales depends on its continued ability to
maintain medical staff involvement in purchasing decisions for UTMD’s
“physician-preference” products used in U.S. hospitals where administrators are
increasingly making the product decisions through the use of anticompetitive
GPOs contracts, continued expansion in clinical acceptance of its newer
specialty products, release of new products after FDA concurrence with
premarketing submissions and continued development of UTMD’s international
distribution channels. Excluding the possibility of addition of a product line
with established sales, management projects a 3% overall revenue increase in
2007.
b)
Gross
Profit.
UTMD’s
2006 gross profit, the surplus after subtracting costs of manufacturing,
inspecting, packaging, sterilizing and shipping products (CGS) from net
revenues, was $16,147 compared to $15,753 in 2005 and $15,066 in 2004. Gross
profit margins (GPMs), gross profits expressed as a percentage of net sales,
were 56.2% in 2006 compared to 56.9% in both 2005 and 2004. The lower GPM in
2006 reflects inflation in wages and raw material cost, particularly in Ireland
where at the same time costs increased, unit sales prices declined in USD terms
because of a weaker Dollar. In addition, from a sales channel mix perspective,
the 2006 increase in sales came predominantly from international sales at
relatively lower than average unit selling prices. UTMD continues to retain
facilities and other manufacturing capabilities in excess of its needs. As
a
result, it projects that the dilution of fixed overhead costs that will occur
with increased sales in 2007 will help mitigate a continuing expected increase
in incremental direct material and labor costs together with some competitive
pressure on prices. Also, the company will move much of the intercompany work
performed in Ireland during the last few years back to the U.S. and offset
the
loss of that work in Ireland with expected continued increases in international
trade sales, yielding an overall GPM in 2007 comparable to 2006.
17
OEM
sales
are sales of UTMD components and subassemblies that are marketed by other
companies as part of their product offerings. UTMD utilizes OEM sales as a
means
to help maximize utilization of its capabilities established to satisfy its
direct sales business. As a general rule, prices for OEM sales expressed as
a
multiple of direct variable manufacturing expenses are lower than for direct
sales because, in the OEM and international channels, UTMD’s business partners
incur significant expenses of sales and marketing. Because of UTMD’s small size
and period-to-period fluctuations in OEM business activity, allocations of
fixed
manufacturing overhead expenses cannot be meaningfully allocated between direct
and OEM sales. Therefore, UTMD does not report GPM by sales
channels.
c)
Operating
Profit.
Operating profit, or income from operations, is the surplus after operating
expenses are subtracted from gross profits. Operating expenses include sales
and
marketing (S&M) expenses, product development (R&D) expenses and general
and administrative (G&A) expenses. Combined operating expenses were $5,312
in 2006, compared to $6,516 in 2005 and $5,807 in 2004. In 2004, operating
profit includes other operating income, net of associated expenses, resulting
from UTMD’s patent infringement victory over Tyco. Litigation expenses are
included as part of G&A expenses. The decline in total operating expenses in
2006 was due primarily to the favorable conclusion of the FDA litigation in
late
2005, as noted in the table below:
2006
|
2005
|
2004
|
||||||||
R&D
expenses
|
$
|
316
|
$
|
320
|
$
|
292
|
||||
S&M
expenses
|
2,272
|
2,214
|
2,253
|
|||||||
G&A
- FDA litigation expenses
|
-
|
1,527
|
850
|
|||||||
G&A
- stock option expense
|
140
|
-
|
-
|
|||||||
G&A
- all other expenses
|
2,585
|
2,454
|
2,412
|
|||||||
G&A
expenses - total
|
2,725
|
3,981
|
3,262
|
|||||||
Total
operating expenses
|
$
|
5,312
|
$
|
6,516
|
$
|
5,807
|
Operating
profits in 2006 were $10,835. UTMD’s operating profit margin (operating profits
divided by total sales) was 37.7% in 2006, compared to 33.4% in 2005 and 57.8%
in 2004. The 2005 and 2004 margins do not correlate to sales since there were
substantial expenses and/or other income in those two years that were unrelated
to sales. Excluding the other operating income related to patent infringement
damages and FDA litigation expenses, operating profits would have been $10,764
and $10,109, and operating profit margins would have been 38.9% and 38.2%,
in
2005 and 2004 respectively, which management believes is a better measure of
operating profits relative to sales activity in the prior two years. Looking
forward to 2007, UTMD expects to control operating expenses, excluding
consideration for litigation expenses which are less predictable, at a level
below 19% of sales, yielding a 2007 operating profit margin consistent with
2006.
i)
S&M expenses: S&M expenses are the costs of communicating UTMD’s
differences and product advantages, providing training and other customer
service in support of the use of UTMD’s solutions, attending clinical meetings
and medical trade shows, processing orders and funding GPO fees. Because UTMD
sells internationally through third party distributors, its S&M expenses are
predominantly for U.S. business activity where it sells directly to clinical
users. The largest component of S&M expenses is the cost of directly
employing representatives that provide customer support coverage across the
U.S.
As a percent of total sales, S&M operating expenses were 7.9% in 2006, 8.0%
in 2005 and 8.5% in 2004. In 2007, UTMD intends to continue to manage S&M
expenses to less than 9% of total sales.
ii)
R&D expenses: R&D expenses include the costs of investigating
clinical needs, developing innovative concepts, testing concepts for viability,
validating methods of manufacture, completing premarketing regulatory
documentation and other activities required for design control, responding
to
customer requests for product enhancements, and assisting manufacturing
engineering on an ongoing basis in developing new processes or improving
existing processes. As a percent of sales, R&D expenses were 1.1% in 2006
compared to 1.2% in 2005 and 1.1% in 2004. In 2007, UTMD will opportunistically
invest in R&D in order to reinvigorate its product development
pipeline.
18
iii)
G&A expenses: G&A expenses include the “front office” functional
costs of executive management, finance and accounting, corporate information
systems, human resources, shareholder relations, risk management, protection
of
intellectual property, and legal costs. Starting in 2006, G&A expenses also
included estimated stock option compensation expense, which was $140, as
required by new accounting rules. In addition to employing the personnel
required to coordinate or manage those “front office” functions, G&A
expenses include outside director fees and costs, outside legal counsels’ and
litigation experts’ fees, independent accounting audit fees including auditing
for internal controls under SOX 404, 401(k) Plan administration, NASDAQ exchange
fees, write-offs of uncollectible receivables, general business insurance and
corporate contributions to charitable organizations. Aggregate G&A expenses
as a percent of sales were 9.5% in 2006, 14.4% in 2005 and 12.3% in 2004.
G&A expenses excluding all litigation expenses were 8.7%, 8.4% and 9.1% of
sales in 2006, 2005 and 2004, respectively, which may provide a clearer
comparison of G&A expense ratios. Total litigation expenses in the three
years of 2004-2006 were $2,728, of which the expenses associated with the
unwarranted FDA lawsuit were $2,453. The $275 balance was due to expenses
associated with defense or prosecution of patent infringement claims. There
were
no litigation expenses during the three years related to product liability.
UTMD
plans to hold G&A expenses at a level about 9% of 2007 sales, excluding any
currently unexpected significant litigation costs.
iv)
Other operating income: Other operating income in 2004 resulted from
UTMD’s patent infringement victory over Tyco. In January 2004, the Company
received a payment of $30,944 in damages and interest resulting from a 2002
District Federal Court judgment, and a post judgment settlement. The Company
recognized other operating income of $6,060 in first quarter 2004 and $23,992
(net of expenses) in fourth quarter 2003. In 2007, an unexpected favorable
result would occur if the government does the right thing and accepts UTMD’s
claims for damages for the FDA’s abuse of process in 2001-2005.
d)
Non-operating
Income, Non-operating Expense and EBT.
Non-operating income includes royalties from licensing UTMD’s technology to
other companies, rent from leasing underutilized property to others, income
earned from investing the Company’s excess cash and gains or losses from the
sale of assets, offset by non-operating expenses which include interest expenses
and bank fees. Non-operating income was $1,582 in 2006, $977 in 2005 and $798
in
2004. The significant increase in 2006 resulted from capital gains, corporate
dividends and interest from UTMD investing its excess cash which exceeded 2005.
Royalties received were $450 in all three years, which came from one source.
The
licensed patents for which the royalties were received are due to expire in
mid-2008. In 2006, UTMD paid $255 for interest compared to $10 in 2005 and
none
in 2004. The interest in 2006 and 2005 resulted from borrowing €4.5 million
($5,336) in December 2005 to facilitate the repatriation in 2005 of profits
generated by UTMD’s Ireland operations since 1996. UTMD expects interest expense
of about $258 in 2007 as a result of the Ireland note payable. Although average
loan balances will be lower in 2007, the interest rate will be higher and UTMD
expects the average conversion rate of the USD from the Euro will be weaker
than
in 2006, resulting in about the same amount of USD interest. Management expects
2007 non-operating income will be about $360 lower in 2007 than in 2006 because
the Company’s cash is now invested solely in short-term money market
instruments. In 2006, UTMD realized $520 in capital gains when liquidating
its
investments in equities. The actual amount of 2007 non-operating income may
be
even lower if UTMD utilizes excess cash for an acquisition, unexpected
litigation costs or substantial share repurchases.
Earnings
before income taxes (EBT) result from adding UTMD’s non-operating income to its
operating profits. EBT was $12,418 in 2006 compared to $10,214 in 2005 and
$16,117 in 2004. EBT margin is EBT divided by total sales. UTMD’s EBT margin was
43.2%, 36.9% and 60.9% in 2006, 2005 and 2004, respectively. Excluding the
Tyco
income, the 2004 EBT margin would have been 38.0%, which management believes
is
a better indicator of EBT in that year. Given 2007 projections as previously
noted, management is targeting 2007 EBT about the same as 2006, as the expected
lower non-operating income will be offset by higher consolidated operating
profits.
e)
Net
Income, EPS and ROE.
Net
income is EBT minus income taxes, often called the “bottom line”. Net income was
$8,168, $7,547 and $10,220 in 2006, 2005 and 2004, respectively. The effective
income tax rate was 34.2%, 26.1% and 36.6% respectively. The significantly
lower
income tax provision in 2005 was a result of The American Jobs Creation Act
of
2004 (the Act) enacted in October 2004 which allowed a temporary tax deduction
on repatriated foreign earnings accomplished in 2005. Prior to 2005, UTMD
included a deferred tax liability in reported results, anticipating that profits
generated by its Ireland facility would eventually be repatriated, triggering
U.S. income taxes. Also, UTMD recorded a favorable deferred tax liability
adjustment after the conclusion of an IRS audit in 3Q 2005. These were
non-recurring tax benefits limited to the year 2005 which provided the much
lower tax provision in that year. Other year to year fluctuations in the tax
rate may result from: 1) variations in profits of the Ireland subsidiary which
is taxed at a 10% rate on exported manufactured products and a 25% rate on
rental income; 2) extraterritorial income (ETI) exclusions; 3) higher marginal
tax rates for EBT above $10 million; and 4) other factors such as R&D tax
credits. Management expects the consolidated income tax rate to increase in
2007
because the ETI exclusion has been repealed.
19
UTMD’s
net income expressed as a percentage of sales was 28.4%, 27.3% and 38.6% for
years 2006, 2005 and 2004, respectively. UTMD’s profitability has consistently
ranked in the top performance tier of all U.S. publicly-traded companies, and
has been a primary driver for UTMD’s past excellent returns on shareholders’
equity (ROE).
Earnings
per share (EPS) is net income divided by the number of shares of stock
outstanding (diluted to take into consideration stock option awards which are
“in the money,” i.e., have exercise prices below the applicable period’s
weighted average market value). Diluted EPS were $2.02, $1.80 and $2.19 in
2006,
2005 and 2004, respectively. UTMD’s EPS has grown at an annually compounded rate
of 17% per year during the nine years since 1997.
The
end
of 2006 weighted average number of diluted common shares (the number used to
calculate diluted EPS) were 4,043 (in thousands) compared to 4,192 shares in
2005 and 4,675 shares in 2004. Dilution for “in the money” unexercised options
for the year 2006 was 100 (in thousands) shares compared to 230 in 2005 and
276
in 2004. The total number of options outstanding at year-end 2006 declined
58%
from year-end 2005. Dilution decreased in 2006 from 2005 because the average
number of options outstanding decreased substantially, even though a higher
average share price in the stock market increased the dilution effect of each
option. Actual outstanding common shares as of December 31, 2006 were 3,944,000.
Return
on
shareholders’ equity (ROE) is the portion of net income retained by UTMD (after
payment of dividends) to internally finance its growth, divided by the average
accumulated shareholders’ equity during the applicable time period. ROE includes
balance sheet measures as well as income statement measures. ROE in 2006 was
15%
(24% before dividends), the same as in 2005. Compared to 2005 and 2004, ROE
in
2006 was helped by lower litigation costs. A higher net profit margin in 2006
was offset by higher dividends to shareholders and lower financial leverage.
Asset turns remained about the same. ROE in 2005 was 15% (22% before dividends)
and 24% (28% before dividends) in 2004. The 2004 ROE was aided by Tyco patent
infringement damages. UTMD’s ROE (before dividends) has averaged 32% per year
over the last 21 years. This ratio determines how fast the Company can afford
to
grow without diluting shareholder interests. For example, a 30% ROE will
financially support 30% annual growth in revenues without issuing more stock.
Looking
forward, unless UTMD utilizes its cash to make an acquisition or repurchase
shares, 2007 ROE will be lower than 2006 because net profitability is projected
to remain about the same while average shareholders’ equity and dividends
increase and asset turns and financial leverage decrease. Retaining a high
cash
balance which returns only about 5% dilutes overall ROE.
Liquidity
and Capital Resources.
Cash
Flows.
Net
cash
provided by operating activities, including adjustments for depreciation and
other non-cash operating expenses, along with changes in working capital and
the
tax benefit attributable to exercise of employee incentive stock options,
totaled $10,853 in 2006 compared to $6,451 in 2005 and $27,459 in 2004. Compared
to 2005, net cash provided by operating activities was enhanced in 2006 by
an
increase of $621 in net profits, a substantial tax benefit of $2,450 from the
exercise of employee options (compared to $936 in 2005 and $446 in 2004) and
excellent balance sheet management by decreasing inventories, receivables and
other current assets in the presence of higher sales activity. In 2004, the
major contributor was a receivable of about $25 million from Tyco International
for patent infringement.
20
The
Company’s use of cash for investing activities was primarily as a result of
purchases of liquid investments, in an effort to maximize returns on excess
cash
balances while maintaining safety and liquidity. UTMD expended $6,600 in 2006
on
such purchases, compared to $10,600 in 2005 and $22,103 in 2004. In 2006, UTMD
received $4,306 from selling short-term investments, compared to $9,045 in
2005
and $8,202 in 2004. No cash acquisitions were made in 2006 or 2005. UTMD
invested $1,012 in second quarter 2004 to acquire Abcorp, Inc., its vendor
for
fetal monitoring belts. Please see the table under Supplemental Disclosure
of
Cash Flow Information for more detail of the Abcorp assets purchased.
In
2006,
UTMD received $627 and issued 155,823 shares of stock upon the exercise of
employee and director stock options. Employees and directors exercised a total
of 324,548 option shares in 2006, with 168,725 shares immediately being retired
as a result of the individuals trading the shares in payment of the exercise
price of the options and related tax withholding subject to statutory
limitations. UTMD paid $2,700 in 2006 to meet tax withholding requirements
on
options exercised. UTMD repurchased 68,565 shares of stock in the open market
at
a cost of $2,094 during 2006. Option exercises in 2006 were at an average price
of $10.50 per share. Share repurchases in the open market were at an average
cost of $31.00 per share, including commissions and fees. In comparison, in
2005
UTMD received $858 from issuing 123,478 shares of stock on the exercise of
employee and director stock options, including 83,655 shares retired upon
employees and directors trading those shares in payment of the stock option
exercise price and related tax withholding. In 2004, the Company received $1,111
from issuing 117,482 shares of stock on the exercise of employee and director
stock options, including 5,426 shares retired upon employees trading those
shares in payment of the stock option exercise price.
In
December 2005, UTMD’s foreign subsidiary borrowed €4.5 million ($5,336) to
finance repatriation (from Ireland to the U.S.) of profits achieved since 1996
under The American Jobs Creation Act of 2004. UTMD did not borrow during 2006
or
2004. In 2006, UTMD made repayments of $1,057 on the Ireland note. Although
UTMD
has not borrowed under its revolving line of credit since it paid off the
balance in 2003, the line of credit is used to guarantee the current Ireland
loan in order to achieve the most favorable credit terms.
Management
believes that future income from operations and effective management of working
capital will provide the liquidity needed to finance internal growth plans.
Planned 2007 capital expenditures are expected to be less than $600 to keep
facilities, equipment and tooling in good working order. In addition, UTMD
may
use cash in 2007 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 becomes 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.
In
summary, management plans to utilize cash not needed to support normal
operations in one or a combination of the following: 1) to make investments
in
new technology and/or processes; 2) to acquire a product line that will augment
revenue growth and better utilize UTMD’s existing infrastructure; and/or 3) to
repurchase UTMD shares in the open marketplace.
Management's
Outlook.
In
summary, in 2007 UTMD plans to
1)
|
retain
the significant U.S. market shares of key products, and continue
growth of
newer products;
|
2)
|
add
proprietary products helpful to clinicians through internal new product
development;
|
3)
|
continue
to disproportionately increase international
sales;
|
4)
|
make
effective adjustments to intracompany manufacturing operations to
minimize
consolidated manufacturing costs;
|
5)
|
continue
outstanding overall financial operating
performance;
|
6)
|
look
for new acquisitions to augment sales growth;
and
|
7)
|
utilize
current cash balances in shareholders’ best long-term interest.
|
The
reliability and performance of UTMD’s products is high and represent significant
clinical benefits while providing minimum total cost of care. Physicians do
care
about the well-being of their patients, but their time is limited to evaluate
choices, and they have hospital administrators to deal with who often look
at
the initial price of a product without understanding the total cost of care
which includes risk of unwanted complications and unnecessary utilization.
21
In
the
U.S., UTMD will continue to leverage its reputation as an innovator which will
responsively take on challenges to work with physicians who use its products
in
specialty hospital areas, or outside the hospital in their office practices.
Internationally, where UTMD must depend on the knowledge, focus, relationships
and energy of independent distributors, management will continue to closely
monitor performance and recruit needed business partners.
UTMD
will
continue to focus on differentiating itself, especially from commodity-oriented
competitors. UTMD is small, but its employees are experienced and diligent
in
their work. Our passion is in providing innovative clinical solutions that
will
help reduce health risks for women and their babies. The Company has a defined
focus and does not seek revenue growth as its primary motivation. We
fundamentally seek to do an excellent job in meeting our customers’ and their
patients’ needs, and provide our shareholders with excellent returns.
Looking
back five years from the end of 2006 to the end of 2001, UTMD’s EPS have
increased 77% while the year-ending share price has more than doubled (up 142%).
In comparison, the NASDAQ Composite, S&P 500 Index and DJIA indices were all
up only about 24% over that same time span. Over the most recent five year
period, UTMD’s share price appreciated six times the rate of increase of the
major indices, providing long term shareholders with excellent
returns.
In
2006,
while the year ending share price only increased 3%, UTMD increased
dividends/share paid to shareholders by 21%, and decreased outstanding
unexercised options by 58%. Diluted shares outstanding declined about 4%. This
was achieved in 2006 by UTMD again demonstrating a high positive cash flow
by
meeting its operational goals, managing working capital effectively and keeping
new capital expenditures below the rate of depreciation of existing assets.
UTMD’s balance sheet is strong enough to be able to finance a substantial
acquisition in 2007 without issuing stock, should an attractive one become
available. In considering acquisitions, UTMD looks to acquire successful
companies, products or technologies that will enhance its specialist focus,
but
not significantly increase its business risk and not dilute its financial
performance.
Critical
Accounting Policies and Estimates
The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
as
well as the reported amounts of revenues and expenses during the reporting
period.
Management
bases its estimates and judgments on historical experience, current economic
and
industry conditions and on various other factors that are believed to be
reasonable under the circumstances. This forms the basis for making judgments
about the carrying values of assets and liabilities that are not readily
available from other sources. Management has identified the following as the
Company’s most critical accounting policies which require significant judgment
and estimates. Although management believes its estimates are reasonable, actual
results may differ from these estimates under different assumptions or
conditions.
·
|
Allowance
for doubtful accounts: The majority of the Company’s receivables are with
hospitals and medical device distributors. Although the Company has
historically not had significant write-offs of bad-debt, the possibility
exists, particularly with foreign customers where collection efforts
can
be difficult or in the event of widespread U.S. hospital bankruptcies.
|
·
|
Inventory
valuation reserves: The Company strives to maintain a good balance
of
inventory to (1) meets its customer’s needs while (2) not tying-up an
unnecessary amount of the Company’s resources increasing the possibility
of, among other things, obsolescence. The Company believes its method
of
reviewing actual and projected demand for its existing inventory
allows it
to arrive at a fair inventory valuation reserve. While the Company
has
historically not had significant inventory write-offs, the possibility
exists that one or more of its products may become unexpectedly obsolete
for which a reserve has not previously been created. The
Company’s historical write-offs have not been materially different from
its estimates.
|
22
Accounting
Policy Changes.
In
June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an
interpretation of FASB Statement No. 109.” This statement clarifies the
accounting for uncertainty in income tax positions. The provisions of FIN 48
will be effective for UTMD starting in First Quarter 2007, with the cumulative
effect of the change, if material, recorded as an adjustment to opening retained
earnings. Management is currently evaluating the impact of FIN 48 on the
consolidated financial statements.
ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The
Company had manufacturing operations, including related assets, in Ireland
denominated in the Euro, and sold products under agreements denominated in
various Western European currencies. The Euro and other currencies have been
and
are subject to exchange rate fluctuations that are beyond the control of UTMD.
The exchange rate for the Euro was .7611, .8433 and .7335 per U.S. Dollar as
of
December 31, 2006, 2005 and 2004, respectively. Please see Note 1 in Item,
8,
below under “Translation of Foreign Currencies” for more information. UTMD
manages its foreign currency risk without separate hedging transactions by
converting currencies as transactions occur.
23
ITEM
8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Dollar
amounts are in thousands except per-share amounts and where noted.
TABLE
OF CONTENTS
Management’s
Report on Internal Control Over Financial Reporting
|
25
|
Report
of Independent Registered Public Accounting Firm on Management’s
Assessment on Internal Control Over Financial Reporting
|
26
|
Report
of Independent Registered Public Accounting Firm on Financial Statements
|
27
|
Consolidated
Balance Sheet
|
28
|
Consolidated
Statement of Income and Comprehensive Income
|
29
|
Consolidated
Statement of Cash Flow
|
30
|
Consolidated
Statement of Stockholders’ Equity
|
32
|
Notes
to Consolidated Financial Statements
|
33
|
24
MANAGEMENT’S
REPORT ON INTERNAL CONTROL
OVER
FINANCIAL REPORTING
Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934. The Company's internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America ("GAAP"). The
Company's internal control over financial reporting includes those policies
and
procedures that:
·
pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
·
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and
·
provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
As
required by Section 404 of the Sarbanes-Oxley Act of 2002, management
assessed the effectiveness of the Company's internal control over financial
reporting as of December 31, 2006. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of
the
Treadway Commission (COSO) in Internal
Control-Integrated Framework.
Based
on
our assessment and those criteria, management believes that the Company
maintained effective internal control over financial reporting as of
December 31, 2006.
The
Company's independent registered public accounting firm, Jones Simkins, P.C.,
has audited management's assessment of the Company's internal control over
financial reporting as of December 31, 2006, and their report is shown on the
next page.
By:
|
/s/
Kevin L.
Cornwell
|
Kevin
L. Cornwell
|
|
Chief
Executive Officer
|
|
By:
|
/s/
Paul O. Richins
|
Paul
O. Richins
|
|
Principal
Financial Officer
|
25
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Stockholders
of
Utah
Medical Products, Inc.
We
have
audited management's assessment, included in the accompanying report titled
Management’s
Report on Internal Control Over Financial Reporting,
that
Utah Medical Products, Inc. maintained effective internal control over financial
reporting as of December 31, 2006, based on criteria established in Internal
Control-Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Utah Medical Products, Inc.’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment
of
the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the Company's internal control over financial
reporting based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control
over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing
such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A
company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control
over
financial reporting includes those policies and procedures that (1) pertain
to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors
of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In
our
opinion, management's assessment that Utah Medical Products, Inc. maintained
effective internal control over financial reporting as of December 31, 2006,
is
fairly stated, in all material respects, based on criteria established in
Internal
Control-Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Also in our opinion, Utah Medical Products, Inc. maintained, in all material
respects, effective internal control over financial reporting as of December
31,
2006, based on criteria established in Internal
Control-Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
We
have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets and the related
consolidated statements of income and comprehensive income, stockholders’
equity, and cash flows of Utah Medical Products, Inc., and our report dated
March 8, 2007 expressed an unqualified opinion.
/s/
Jones Simkins, P.C.
JONES
SIMKINS, P.C.
Logan,
Utah
March
8,
2007
26
REPORT
OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Stockholders
of
Utah
Medical Products, Inc.
We
have
audited the accompanying consolidated balance sheets of Utah Medical Products,
Inc. as of December 31, 2006 and 2005, and the related consolidated statements
of income and comprehensive income, stockholders’ equity, and cash flows for
each of the years in the three-year period ended December 31, 2006. These
financial statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Utah Medical Products, Inc. as
of
December 31, 2006 and 2005, and the results of its operations and its cash
flows
for each of the years in the three-year period ended December 31, 2006 in
conformity with accounting principles generally accepted in the United States
of
America.
We
also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of Utah Medical Products,
Inc.’s internal control over financial reporting as of December 31, 2006, based
on criteria established in Internal
Control-Integrated Framework issued
by
the Committee
of Sponsoring Organizations of the Treadway Commission (COSO), and our report
dated March 8, 2007 expressed an unqualified opinion on management’s assessment
of internal control over financial reporting and an unqualified opinion on
the
effectiveness of internal control over financial reporting.
/s/
Jones Simkins, P.C.
JONES
SIMKINS, P.C.
Logan,
Utah
March
8,
2007
27
UTAH
MEDICAL PRODUCTS, INC.
CONSOLIDATED
BALANCE SHEET
December
31, 2006 and 2005
(In
thousands)
ASSETS
|
2006
|
2005
|
|||||
Current
assets:
|
|||||||
Cash
|
$
|
610
|
$
|
703
|
|||
Investments,
available-for-sale (note 3)
|
20,439
|
16,750
|
|||||
Accounts
and other receivables, net (note 2)
|
3,746
|
4,418
|
|||||
Inventories
(note 2)
|
3,037
|
3,305
|
|||||
Prepaid
expenses and other current assets
|
274
|
280
|
|||||
Deferred
income taxes (note 8)
|
305
|
402
|
|||||
Total
current assets
|
28,411
|
25,858
|
|||||
Property
and equipment, net (note 4)
|
8,331
|
8,160
|
|||||
Goodwill
|
7,191
|
7,191
|
|||||
Other
intangible assets - net (note 2)
|
254
|
433
|
|||||
Total
assets
|
$
|
44,187
|
$
|
41,642
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
599
|
$
|
757
|
|||
Accrued
expenses (note 2)
|
2,341
|
2,418
|
|||||
Current
portion of note payable (note 5)
|
441
|
453
|
|||||
Total
current liabilities
|
3,381
|
3,628
|
|||||
Note
payable (note 6)
|
4,383
|
4,883
|
|||||
Deferred
income taxes (note 8)
|
308
|
274
|
|||||
Total
liabilities
|
8,072
|
8,785
|
|||||
Commitments
and contingencies (notes 7 and 11)
|
-
|
-
|
|||||
Stockholders'
equity:
|
|||||||
Preferred
stock, $.01 par value; 5,000 shares authorized, no shares issued
and
outstanding
|
-
|
-
|
|||||
Common
stock, $.01 par value; 50,000 shares authorized, issued 3,944 shares
in
2006 and 3,856 shares in 2005
|
39
|
39
|
|||||
Accumulated
other comprehensive income
|
(720
|
)
|
(495
|
)
|
|||
Retained
earnings
|
36,796
|
33,314
|
|||||
Total
stockholders' equity
|
36,115
|
32,857
|
|||||
Total
liabilities and stockholders' equity
|
$
|
44,187
|
$
|
41,642
|
See
accompanying notes to financial statements
28
CONSOLIDATED
STATEMENT OF INCOME
AND
COMPREHENSIVE INCOME
Years
ended December 31, 2006, 2005 and 2004
(In
thousands, except per share amounts)
2006
|
2005
|
2004
|
||||||||
Sales,
net (notes 10 and 11)
|
$
|
28,753
|
$
|
27,692
|
$
|
26,485
|
||||
Cost
of goods sold (notes 10 and 11)
|
12,606
|
11,939
|
11,419
|
|||||||
Gross
margin
|
16,147
|
15,753
|
15,066
|
|||||||
Operating
income (expense):
|
||||||||||
Sales
and marketing expense
|
(2,272
|
)
|
(2,214
|
)
|
(2,253
|
)
|
||||
Research
and development expense
|
(316
|
)
|
(320
|
)
|
(292
|
)
|
||||
General
and administrative expense
|
(2,725
|
)
|
(3,981
|
)
|
(3,262
|
)
|
||||
Other
operating income (note 12)
|
-
|
-
|
6,060
|
|||||||
Operating
income
|
10,835
|
9,237
|
15,320
|
|||||||
Other
income (expense):
|
||||||||||
Dividend
and interest income
|
862
|
398
|
238
|
|||||||
Royalty
income
|
450
|
450
|
450
|
|||||||
Interest
expense
|
(255
|
)
|
(10
|
)
|
-
|
|||||
Other,
net
|
525
|
139
|
110
|
|||||||
Income
before provision for income taxes
|
12,418
|
10,214
|
16,117
|
|||||||
Provison
for income taxes (note 8)
|
4,250
|
2,667
|
5,897
|
|||||||
Net
income
|
$
|
8,168
|
$
|
7,547
|
$
|
10,220
|
||||
Earnings
per common share (basic) (notes 1 and 2):
|
$
|
2.07
|
$
|
1.91
|
$
|
2.32
|
||||
Earnings
per common share (diluted) (notes 1 and 2):
|
$
|
2.02
|
$
|
1.80
|
$
|
2.19
|
||||
Other
comprehensive income:
|
||||||||||
Foreign
currency translation net of taxes of $(36), $(153) and $107
|
$
|
(75
|
)
|
$
|
(502
|
)
|
$
|
222
|
||
Unrealized
gain (loss) on investments net of taxes of $(69), $(42) and
$100
|
(109
|
)
|
(65
|
)
|
157
|
|||||
Total
comprehensive income
|
$
|
7,984
|
$
|
6,980
|
$
|
10,599
|
See
accompanying notes to financial statements.
29
CONSOLIDATED
STATEMENT OF CASH FLOW
Years
Ended December 31, 2006, 2005 and 2004
(In
thousands)
2006
|
2005
|
2004
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
8,168
|
$
|
7,547
|
$
|
10,220
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||
Depreciation
and amortization
|
634
|
676
|
809
|
|||||||
Gain
on investments
|
(1,375
|
)
|
(70
|
)
|
(52
|
)
|
||||
Provision
for (recovery of) losses on accounts receivable
|
29
|
(4
|
)
|
3
|
||||||
(Gain)
Loss on disposal of assets
|
-
|
(5
|
)
|
5
|
||||||
Deferred
income taxes
|
118
|
(129
|
)
|
75
|
||||||
Stock-based
compensation expense
|
140
|
-
|
-
|
|||||||
Tax
benefit attributable to exercise of stock options
|
2,450
|
936
|
446
|
|||||||
(Increase)
decrease in:
|
||||||||||
Accounts
receivable
|
(37
|
)
|
(51
|
)
|
(226
|
)
|
||||
Accrued
interest and other receivables
|
709
|
(770
|
)
|
(191
|
)
|
|||||
Inventories
|
35
|
(573
|
)
|
437
|
||||||
Prepaid
expenses and other current assets
|
1
|
(13
|
)
|
(43
|
)
|
|||||
Litigation
receivable
|
-
|
-
|
24,884
|
|||||||
Increase
(decrease) in:
|
||||||||||
Accounts
payable
|
74
|
81
|
312
|
|||||||
Accrued
expenses
|
(92
|
)
|
(1,175
|
)
|
(9,220
|
)
|
||||
Net
cash provided by operating activities
|
10,853
|
6,451
|
27,459
|
|||||||
Cash
flows from investing activities:
|
||||||||||
Capital
expenditures for:
|
||||||||||
Property
and equipment
|
(334
|
)
|
(345
|
)
|
(411
|
)
|
||||
Intangible
assets
|
-
|
-
|
(10
|
)
|
||||||
Purchases
of investments
|
(6,600
|
)
|
(10,600
|
)
|
(22,103
|
)
|
||||
Proceeds
from the sale of:
|
||||||||||
Investments
|
4,306
|
9,045
|
8,202
|
|||||||
Property
and equipment
|
-
|
5
|
-
|
|||||||
Net
cash paid in acquisition
|
-
|
-
|
(1,012
|
)
|
||||||
Net
cash used in investing activities
|
(2,628
|
)
|
(1,895
|
)
|
(15,334
|
)
|
||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from issuance of common stock - options
|
627
|
858
|
1,111
|
|||||||
Common
stock purchased and retired
|
(2,094
|
)
|
(8,604
|
)
|
(10,692
|
)
|
||||
Common
stock purchased and retired - options
|
(2,700
|
)
|
(833
|
)
|
(6
|
)
|
||||
Proceeds
from note payable
|
-
|
5,336
|
-
|
|||||||
Repayments
of note payable
|
(1,057
|
)
|
-
|
-
|
||||||
Dividends
paid
|
(2,902
|
)
|
(2,445
|
)
|
(1,331
|
)
|
||||
Net
cash used in financing activities
|
(8,126
|
)
|
(5,687
|
)
|
(10,918
|
)
|
||||
Effect
of exchange rate changes on cash
|
(191
|
)
|
16
|
(151
|
)
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
(92
|
)
|
(1,116
|
)
|
1,056
|
|||||
Cash
at beginning of year
|
703
|
1,818
|
762
|
|||||||
Cash
at end of year
|
$
|
610
|
$
|
703
|
$
|
1,818
|
See
accompanying notes to financial statements.
30
UTAH
MEDICAL PRODUCTS, INC.
CONSOLIDATED
STATEMENT OF CASH FLOW
Years
Ended December 31, 2006, 2005 and 2004
(In
thousands)
Continued
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Cash
paid during the year for:
|
||||||||||
Income
taxes
|
$
|
1,866
|
$
|
2,915
|
$
|
14,294
|
||||
Interest
|
255
|
10
|
-
|
|||||||
During
2004, the Company purchased all of the oustanding 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
|
19
|
|||||||||
Equipment,
net
|
16
|
|||||||||
Accounts
payable
|
(96
|
)
|
||||||||
Accrued
expenses
|
(25
|
)
|
||||||||
Goodwill
|
946
|
|||||||||
Total
cash paid
|
1,023
|
|||||||||
Less
cash received
|
(11
|
)
|
||||||||
Net
cash investment
|
$
|
1,012
|
See
accompanying notes to financial statements.
31
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY
Years
Ended December 31, 2006, 2005 and 2004
(In
thousands)
Accumulated
|
|||||||||||||||||||
Additional
|
Other
|
Total
|
|||||||||||||||||
Common
Stock
|
Paid-in
|
Comprehensive
|
Retained
|
Stockholders'
|
|||||||||||||||
Shares
|
Amount
|
Capital
|
Income
|
Earnings
|
Equity
|
||||||||||||||
Balance
at December 31, 2003
|
4,544
|
$
|
45
|
$
|
-
|
$
|
(260
|
)
|
$
|
36,747
|
$
|
36,532
|
|||||||
Shares
issued upon exercise of employee stock
options for cash
|
123
|
1
|
1,234
|
-
|
-
|
1,235
|
|||||||||||||
Shares
received and retired upon exercise of
stock options
|
(5
|
)
|
(0
|
)
|
(124
|
)
|
-
|
-
|
(124
|
)
|
|||||||||
Tax
benefit attributable to appreciation of
stock options
|
-
|
-
|
446
|
-
|
-
|
446
|
|||||||||||||
Common
stock purchased and retired
|
(557
|
)
|
(5
|
)
|
(1,556
|
)
|
-
|
(9,130
|
)
|
(10,691
|
)
|
||||||||
Foreign
currency translation adjustment
|
-
|
-
|
-
|
329
|
-
|
329
|
|||||||||||||
Unrealized
holding gain from investments, available-for-sale,
net of taxes
|
-
|
-
|
-
|
157
|
-
|
157
|
|||||||||||||
Common
stock dividends
|
-
|
-
|
-
|
-
|
(1,947
|
)
|
(1,947
|
)
|
|||||||||||
Net
income
|
-
|
-
|
-
|
-
|
10,220
|
10,220
|
|||||||||||||
Balance
at December 31, 2004
|
4,105
|
$
|
41
|
$
|
-
|
$
|
226
|
$
|
35,890
|
$
|
36,157
|
||||||||
Shares
issued upon exercise of employee stock
options for cash
|
207
|
2
|
2,420
|
-
|
-
|
2,422
|
|||||||||||||
Shares
received and retired upon exercise of
stock options
|
(84
|
)
|
(1
|
)
|
(2,395
|
)
|
-
|
-
|
(2,396
|
)
|
|||||||||
Tax
benefit attributable to appreciation of
stock options
|
-
|
-
|
936
|
-
|
-
|
936
|
|||||||||||||
Common
stock purchased and retired
|
(373
|
)
|
(4
|
)
|
(960
|
)
|
-
|
(7,640
|
)
|
(8,604
|
)
|
||||||||
Foreign
currency translation adjustment
|
-
|
-
|
-
|
(654
|
)
|
-
|
(654
|
)
|
|||||||||||
Unrealized
holding loss from investments, available-for-sale,
net of taxes
|
-
|
-
|
-
|
(67
|
)
|
-
|
(67
|
)
|
|||||||||||
Common
stock dividends
|
-
|
-
|
-
|
-
|
(2,484
|
)
|
(2,484
|
)
|
|||||||||||
Net
income
|
-
|
-
|
-
|
-
|
7,547
|
7,547
|
|||||||||||||
Balance
at December 31, 2005
|
3,856
|
$
|
39
|
$
|
-
|
$
|
(495
|
)
|
$
|
33,314
|
$
|
32,857
|
|||||||
Shares
issued upon exercise of employee stock
options for cash
|
325
|
3
|
3,406
|
-
|
-
|
3,409
|
|||||||||||||
Shares
received and retired upon exercise of
stock options
|
(169
|
)
|
(2
|
)
|
(5,481
|
)
|
-
|
-
|
(5,483
|
)
|
|||||||||
Tax
benefit attributable to appreciation of
stock options
|
-
|
-
|
2,450
|
-
|
-
|
2,450
|
|||||||||||||
Stock
option compensation expense
|
-
|
-
|
140
|
-
|
-
|
140
|
|||||||||||||
Common
stock purchased and retired
|
(69
|
)
|
(1
|
)
|
(515
|
)
|
-
|
(1,610
|
)
|
(2,125
|
)
|
||||||||
Foreign
currency translation adjustment
|
-
|
-
|
-
|
(116
|
)
|
-
|
(116
|
)
|
|||||||||||
Unrealized
holding loss from investments, available-for-sale,
net of taxes
|
-
|
-
|
-
|
(109
|
)
|
-
|
(109
|
)
|
|||||||||||
Common
stock dividends
|
-
|
-
|
-
|
-
|
(3,076
|
)
|
(3,076
|
)
|
|||||||||||
Net
income
|
-
|
-
|
-
|
-
|
8,168
|
8,168
|
|||||||||||||
Balance
at December 31, 2006
|
3,944
|
$
|
39
|
$
|
-
|
$
|
(720
|
)
|
$
|
36,796
|
$
|
36,115
|
See
accompanying notes to financial statements.
32
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Dollar
amounts are in thousands except per-share amounts and where noted.
Note
1
- Summary of Significant Accounting Policies
Organization
Utah
Medical Products, Inc. and its wholly owned subsidiaries, principally Utah
Medical Products Ltd., which operates a manufacturing facility in Ireland,
and
Columbia Medical, Inc., (the Company) are in the business of producing
specialized devices for the healthcare industry. The Company’s broad range of
products includes those used in critical care areas and the labor and delivery
departments of hospitals, as well as outpatient clinics and physicians’ offices.
Products are sold in both domestic U.S. and international markets.
Use
of
Estimates in the Preparation of Financial Statements
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Although actual results could differ from those
estimates, management believes it has considered and disclosed all relevant
information in making its estimates that materially affect reported performance
and current values.
Principles
of Consolidation
The
consolidated financial statements include those of the Company and its
subsidiaries. All intercompany accounts and transactions have been eliminated
in
consolidation.
Cash
and Cash Equivalents
For
purposes of the consolidated statement of cash flows, the Company considers
cash
on deposit and short-term investments with original maturities of three months
or less to be cash and cash equivalents.
Investments
The
Company classifies its investments as “available for sale.” Securities
classified as “available for sale” are carried in the financial statements at
fair value. Realized gains and losses, determined using the specific
identification method, are included in operations; unrealized holding gains
and
losses are reported as a separate component of accumulated other comprehensive
income. Declines in fair value below cost that are other than temporary are
included in operations. As of December 31, 2006 all of the Company’s investments
are held in Fidelity Cash Reserves (FDRXX).
Concentration
of Credit Risk
The
primary concentration of credit risk consists of trade receivables. In the
normal course of business, the Company provides credit terms to its customers.
Accordingly, the Company performs ongoing credit evaluations of its customers
and maintains allowances for possible losses which, when realized, have been
within the range of management's expectations as reflected by its reserves.
The
Company's customer base consists of hospitals, medical product distributors,
physician practices and others directly related to healthcare providers, as
well
as other manufacturing companies. Although the Company is affected by the
well-being of the global healthcare industry, management does not believe
significant trade receivable credit risk exists at December 31,
2006.
The
Company maintains its cash in bank deposit accounts in addition to Fidelity
Investments accounts. The Company has not experienced any losses in such
accounts and believes it is not exposed to a significant credit risk on cash
and
cash equivalent balances.
Accounts
Receivable
Accounts
receivable are amounts due on product sales and are unsecured. Accounts
receivable are carried at their estimated collectible amounts. Credit is
generally extended on a short-term basis; thus accounts receivable do not bear
interest although a finance charge may be applied to such receivables that
are
past the due date. Accounts receivable are periodically evaluated for
collectiblity based on past credit history with clients. Provisions for losses
on accounts receivable are determined on the basis of loss experience, known
and
inherent risk in the account balance and current economic conditions (see Note
2).
33
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
1
- Summary of Significant Accounting Policies
(continued)
Inventories
Finished
products, work-in-process, raw materials and supplies inventories are stated
at
the lower of cost (computed on a first-in, first-out method) or market (see
Note
2).
Property
and Equipment
Property
and equipment are stated at cost. Depreciation and amortization are computed
using the straight-line and units-of-production methods over estimated useful
lives as follows:
Building
and improvements
|
30-40
years
|
Furniture,
equipment and tooling
|
3-10
years
|
Long-Lived
Assets
The
Company evaluates its long-lived assets in accordance with Statement of
Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment of
Long-Lived Assets.” Long-lived assets held and used by the Company are reviewed
for impairment whenever events or changes in circumstances indicate that their
net book value may not be recoverable. When such factors and circumstances
exist, the Company compares the projected undiscounted future cash flows
associated with the related asset or group of assets over their estimated useful
lives against their respective carrying amounts. Impairment, if any, is based
on
the excess of the carrying amount over the fair value of those assets and is
recorded in the period in which the determination was made.
Intangible
Assets
Costs
associated with the acquisition of patents, trademarks, license rights and
non-compete agreements are capitalized and are being amortized using the
straight-line method over periods ranging from 5 to 17 years. UTMD’s goodwill is
tested for impairment annually, in the fourth quarter of each year, using a
fair
value measurement test, in accordance with SFAS 142. UTMD would also perform an
impairment test, between annual tests, if circumstances changed that would
more
than likely reduce the fair value of goodwill below its net book value. If
UTMD
determined that its goodwill were impaired, a second step would be completed
to
measure the amount of the impairment loss. UTMD does not expect its goodwill
to
become impaired in the foreseeable future (see Note 2).
Loans
to Related Parties
The
Company has not made loans to related entities including employees, directors,
shareholders, suppliers or customers, nor does it guarantee the debt of related
entities.
Revenue
Recognition
The
Company recognizes revenue at the time of shipment as title generally passes
to
the customer at the time of shipment. Revenue recognized by UTMD is based upon
documented arrangements and fixed contracts in which the selling price is fixed
prior to completion of an order. 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, which meet
the criteria of SAB 104: 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.
Income
Taxes
The
Company accounts for income taxes under SFAS No. 109, “Accounting for Income
Taxes,” whereby deferred taxes are computed under the asset and liability
method.
34
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
1
- Summary of Significant Accounting Policies
(continued)
Legal
Costs
The
Company has been involved in lawsuits which are an expected consequence of
its
operations and in the ordinary course of business. The Company maintains a
reserve for legal costs which are probable and estimated based on its previous
experience. The reserve for legal costs at December 31, 2006 and 2005 was $66
and $125, respectively (see Note 2).
Earnings
per Share
The
computation of basic earnings per common share is based on the weighted average
number of shares outstanding during each year.
The
computation of earnings per common share assuming dilution is based on the
weighted average number of shares outstanding during the year plus the weighted
average common stock equivalents which would arise from the exercise of stock
options outstanding using the treasury stock method and the average market
price
per share during the year.
The
shares (in thousands) used in the computation of the Company’s basic and diluted
earnings per share are reconciled as follows:
2006
|
2005
|
2004
|
||||
Weighted
average number of shares outstanding - basic
|
3,943
|
3,962
|
4,399
|
|||
Dilutive
effect of stock options
|
100
|
|
230
|
276
|
||
|
|
|||||
Weighted
average number of shares outstanding, assuming dilution
|
4,043
|
4,192
|
4,675
|
Stock-Based
Compensation
At
December 31, 2006, the Company has stock-based employee compensation plans,
which are described more fully in Note 9. Effective January 1, 2006, the Company
adopted Statement of Financial Accounting Standards (SFAS) 123R, Share-Based
Payment,
using
the modified prospective method. This statement requires the Company to
recognize compensation cost based on the grant date fair value of options
granted to employees and directors. In 2006, the Company recognized $140 in
compensation cost related to adoption of the statement. Prior to December 31,
2005, the Company accounted for its stock-based employee compensation plans
under the recognition and measurement principles of APB Opinion No. 25,
Accounting
for Stock Issued to Employees,
and
related Interpretations, and had adopted the disclosure-only provisions of
SFAS
No. 123, Accounting
for Stock-Based Compensation.
Accordingly, no compensation cost was recognized in the financial statements
prior to 2006, as all options granted under those plans had exercise prices
equal to or greater than the market value of the underlying common stock on
the
date of grant.
A
comparison of reported net income for the last three years, and pro forma net
income for 2005 and 2004, including effects of expensing stock options, follows.
Years
ended December 31,
|
||||||||||
2006
|
|
2005
|
|
2004
|
||||||
Net
income, as reported
|
$
|
8,168
|
$
|
7,547
|
$
|
10,220
|
||||
Earnings
per share, as reported
|
||||||||||
Basic
|
2.07
|
1.91
|
2.32
|
|||||||
Diluted
|
2.02
|
1.80
|
2.19
|
|||||||
Stock
option expense included in calculation of net income
|
140
|
-
|
-
|
|||||||
Pro
forma effects
|
||||||||||
Stock
option expense not included in net income, net of related tax
effects
|
$ |
869
|
$ |
388
|
||||||
Net
income on a pro forma basis
|
6,678
|
9,832
|
||||||||
Earnings
per share on a pro forma basis
|
||||||||||
Basic
|
1.69
|
2.24
|
||||||||
Diluted
|
1.59
|
2.10
|
35
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
1
- Summary of Significant Accounting Policies (continued)
On
May 6,
2005 the Compensation and Option Committee of the Board accelerated the vesting
of certain unvested stock options awarded to employees, officers and directors
under the Company’s stock option plans, which had exercise prices that were
under water as of market close May 5, 2005.
Options
to purchase 124,800 shares become fully exercisable on December 1, 2005 as
a
result of the vesting acceleration. Exercise prices of the options accelerated
are $24.02 and $25.59 per share. These options previously became fully vested
on
October 1, 2007 and January 1, 2008. The Company took this action to avoid
an
accounting charge (as compensation expense) for these options starting in 2006,
as required by FAS 123R. The increase in pro forma compensation expense in
2005,
as shown above, is a result of the vesting acceleration.
Translation
of Foreign Currencies
Assets
and liabilities of the Company’s foreign subsidiary are translated into U.S.
dollars at the applicable exchange rates at year-end. Net gains or losses
resulting from the translation of the Company’s assets and liabilities are
reflected as a separate component of stockholders’ equity. A negative
translation impact on stockholders’ equity reflects a current relative U.S.
Dollar value higher than at the point in time that assets were actually acquired
in a foreign currency. A positive translation impact would result from a U.S.
dollar weaker in value than at the point in time foreign assets were
acquired.
Income
and expense items are translated at the weighted average rate of exchange (based
on when transactions actually occurred) during the year.
Reclassifications
This
report reclassifies $453 from note payable to current portion of note payable
on
the balance sheet at December 31, 2005 to reflect minimum required principal
payments on the note during 2006.
Note
2
- Detail of Certain Balance Sheet Accounts
December
31,
|
|||||||
2006
|
2005
|
||||||
Accounts
and other receivables:
|
|||||||
Accounts
receivable
|
$
|
3,607
|
$
|
3,542
|
|||
Income
tax receivable
|
212
|
783
|
|||||
Accrued
interest and other
|
28
|
166
|
|||||
Less
allowance for doubtful accounts
|
(101
|
)
|
(73
|
)
|
|||
$
|
3,746
|
$
|
4,418
|
||||
Inventories:
|
|||||||
Finished
products
|
$
|
1,002
|
$
|
1,058
|
|||
Work-in-process
|
984
|
657
|
|||||
Raw
materials
|
1,051
|
1,590
|
|||||
$
|
3,037
|
$
|
3,305
|
||||
Other
intangible assets:
|
|||||||
Patents
|
$
|
1,896
|
$
|
2,025
|
|||
License
rights
|
293
|
293
|
|||||
Trademarks
|
224
|
224
|
|||||
Non-compete
agreements
|
175
|
175
|
|||||
2,588
|
2,717
|
||||||
Accumulated
amortization
|
(2,334
|
)
|
(2,284
|
)
|
|||
$
|
254
|
$
|
433
|
36
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
2
- Detail of Certain Balance Sheet Accounts
(continued)
December
31,
|
|||||||
2006
|
2005
|
||||||
Accrued
expenses:
|
|||||||
Income
taxes payable
|
$
|
36
|
$
|
45
|
|||
Payroll
and payroll taxes
|
948
|
949
|
|||||
Reserve
for litigation costs
|
66
|
125
|
|||||
Dividends
payable
|
829
|
658
|
|||||
Other
|
462
|
641
|
|||||
$
|
2,341
|
$
|
2,418
|
Note
3
- Investments
The
Company’s investments, classified as available-for-sale consist of the
following:
December
31,
|
|||||||
2006
|
2005
|
||||||
Investments,
at cost
|
$
|
20,439
|
$
|
16,571
|
|||
Equity
securities:
|
|||||||
-Unrealized
holding gains
|
-
|
298
|
|||||
-Unrealized
holding (losses)
|
-
|
(119
|
)
|
||||
Investments,
at fair value
|
$
|
20,439
|
$
|
16,750
|
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:
December
31,
|
|||||||
2006
|
2005
|
||||||
Balance,
beginning of year
|
$
|
109
|
$
|
176
|
|||
Gross
unrealized holding gains, net of (losses), in equity
securities
|
(179
|
)
|
(110
|
)
|
|||
Deferred
income taxes on unrealized holding gain
|
70
|
43
|
|||||
Balance,
end of year
|
$
|
-
|
$
|
109
|
During
2006, 2005 and 2004, UTMD had proceeds from sales of available-for-sale
securities of $4,306, $9,045 and $8,202, respectively and associated realized
gains of $1,375, $70 and $52, respectively. UTMD uses the specific
identification method to calculate its realized gains.
Note
4
- Property and Equipment
Property
and equipment consists of the following:
December
31,
|
|||||||
|
2006
|
|
2005
|
||||
Land
|
$
|
1,072
|
$
|
1,028
|
|||
Buildings
and improvements
|
9,216
|
8,631
|
|||||
Furniture,
equipment and tooling
|
14,141
|
13,781
|
|||||
Construction-in-progress
|
115
|
179
|
|||||
24,544
|
23,619
|
||||||
Accumulated
depreciation and amortization
|
(16,213
|
)
|
(15,459
|
)
|
|||
$
|
8,331
|
$
|
8,160
|
37
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
4
- Property and Equipment
(continued)
Included
in the Company’s consolidated balance sheet are the assets of its manufacturing
facilities in Utah, Oregon and Ireland. Property and equipment, by location,
are
as follows:
December
31, 2006
|
|||||||||||||
Utah
|
|
Oregon
|
|
Ireland
|
|
Total
|
|||||||
Land
|
$
|
621
|
$
|
-
|
$
|
451
|
$
|
1,072
|
|||||
Building
and improvements
|
4,431
|
32
|
4,753
|
9,216
|
|||||||||
Furniture,
equipment and tooling
|
11,994
|
1,261
|
886
|
14,141
|
|||||||||
Construction-in-progress
|
112
|
3
|
-
|
115
|
|||||||||
Total
|
17,158
|
1,296
|
6,090
|
24,544
|
|||||||||
Accumulated
depreciation
|
(13,147
|
)
|
(1,277
|
)
|
(1,789
|
)
|
(16,213
|
)
|
|||||
Property
and equipment, net
|
$
|
4,011
|
$
|
19
|
$
|
4,301
|
$
|
8,331
|
|||||
|
December
31, 2005
|
|
|||||||||||
|
|
Utah
|
|
Oregon
|
|
Ireland
|
|
Total
|
|||||
Land
|
$
|
621
|
$
|
-
|
$
|
407
|
$
|
1,028
|
|||||
Building
and improvements
|
4,236
|
32
|
4,363
|
8,631
|
|||||||||
Furniture,
equipment and tooling
|
11,750
|
1,251
|
781
|
13,782
|
|||||||||
Construction-in-progress
|
179
|
-
|
-
|
179
|
|||||||||
Total
|
16,786
|
1,283
|
5,551
|
23,619
|
|||||||||
Accumulated
depreciation
|
(12,672
|
)
|
(1,274
|
)
|
(1,513
|
)
|
(15,459
|
)
|
|||||
Property
and equipment, net
|
$
|
4,114
|
$
|
9
|
$
|
4,038
|
$
|
8,160
|
Note
5
- Long-term Debt
In
December 2005 the Company borrowed €4.5 million ($5,336) from the Bank of
Ireland to finance repatriation of profits achieved since 1996 under The
American Jobs Creation Act of 2004. The loan term is 10-years at an interest
rate of 0.70% plus the bank’s money market rate, which is a total of the bank’s
cost of funds and cost of liquidity. The balance on the note at December 31,
2006 was $4,824 (€3,672).
The
following table shows estimated minimum required amortization of the note during
the next five years using the current interest rate of 4.71%, starting with
a
December 31, 2006 balance of $4,824:
Year
|
Payments
|
|
Interest
|
|
Principal
|
|
Ending
Balance
|
|
|||||
2007
|
$
|
659
|
$
|
219
|
$
|
441
|
$
|
4,384
|
|||||
2008
|
659
|
197
|
462
|
3,922
|
|||||||||
2009
|
659
|
175
|
484
|
3,438
|
|||||||||
2010
|
659
|
152
|
508
|
2,930
|
|||||||||
2011
|
659
|
127
|
532
|
2,398
|
|||||||||
Thereafter
|
2,637
|
239
|
2,398
|
-
|
|||||||||
Total
|
5,933
|
1,109
|
4,824
|
Note
6
- Line of Credit
The
Company has an unsecured bank line-of-credit agreement with U.S. Bank which
allows the Company to borrow up to a fixed maximum amount of $8,000 at an
interest rate equal to the bank's one-month LIBOR rate plus 1.25%. The
line-of-credit-balance matures on May 31, 2008 and had an outstanding balance
of
$0 at both December 31, 2006 and 2005. The principal financial loan covenants
are a restriction on the total amount available for borrowing to
1.25
times the last twelve months’ EBITDA, and a requirement to maintain a net worth
in excess of $18.5 million, which at the end of 2006 and 2005 was $36,115 and
$32,857, respectively. U.S. Bank also guarantees the Bank of Ireland loan
through a letter of credit arrangement at an interest rate of
1.25%.
38
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
7
- Commitments and Contingencies
Contractual
Obligations and Contingent Liabilities and Commitments
The
following is a summary of UTMD’s significant contractual obligations and
commitments as of December 31, 2006:
Contractual
Obligations and
Commitments
|
Total
|
2007
|
2008-
2009
|
2010-
2011
|
2012
and
thereafter
|
|||||||||||
Long-term
debt obligations
|
$
|
5,966
|
$
|
663
|
$
|
1,326
|
$
|
1,326
|
$
|
2,651
|
||||||
Operating
lease obligations
|
952
|
68
|
75
|
75
|
734
|
|||||||||||
Purchase
obligations
|
1,293
|
1,293
|
-
|
-
|
-
|
|||||||||||
Total
|
$
|
8,211
|
$
|
2,024
|
$
|
1,401
|
$
|
1,401
|
$
|
3,385
|
Operating
Leases
The
Company has a lease agreement for land adjoining its Utah facility for a term
of
forty years commencing on September 1, 1991. On September 1, 2001 and subsequent
to each fifth lease year, the basic rental was and will be adjusted for
published changes in a price index. The Company also leases its CMI building
in
Oregon under a one-year non-cancelable operating lease. Rent expense charged
to
operations under these operating lease agreements was approximately $107, $107
and $107 for the years ended December 31, 2006, 2005 and 2004,
respectively.
Future
minimum lease payments under its lease obligations as of December 31, 2006
were
as follows:
Years
ending December 31:
|
Amount
|
|||
2007
|
$
|
68
|
||
2008
|
37
|
|||
2009
|
38
|
|||
2010
|
37
|
|||
2011
|
38
|
|||
Thereafter
|
734
|
|||
Total
future minimum lease payments
|
$
|
952
|
Purchase
Obligations
The
Company has obligations to purchase raw materials for use in its manufacturing
operations. The Company has the right to make changes in, among other things,
purchase quantities, delivery schedules and order acceptance.
Product
Liability
The
Company is self-insured for product liability risk. “Product liability” is an
insurance industry term for the cost of legal defense and possible damages
awarded as a result of use of a company’s product during a procedure which
results in an injury of a patient. The Company maintains a reserve for product
liability litigation and damages consistent with its previous long-term
experience. Actual product liability litigation costs and damages during the
last three reporting years have been immaterial, which is consistent with the
Company’s overall history.
The
Company absorbs the costs of clinical training and trouble-shooting in its
on-going operating expenses.
39
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
7
- Commitments and Contingencies
(continued)
Warranty
Reserve
UTMD
maintains a warranty reserve to provide for estimated costs which are likely
to
occur. The amount of this reserve is adjusted, as required, to reflect its
historical experience. The following table summarizes changes to UTMD’s warranty
reserve during 2006:
Beginning
balance, January 1, 2006
|
$
|
60
|
||
Changes
in warranty reserve during 2006:
|
||||
Aggregate
reductions for warranty repairs
|
(3
|
)
|
||
Aggregate
changes for warranties issued during reporting period
|
16
|
|||
Aggregate
changes in reserve related to preexisting warranties
|
(13
|
)
|
||
Ending
balance, December 31, 2006
|
$
|
60
|
Litigation
The
Company has been involved in lawsuits which are an expected consequence of
its
operations and in the ordinary course of business. There are two such lawsuits
currently pending. The Company applies its accounting policy to accrue legal
costs that can be reasonably estimated.
Irish
Development Agency
In
order
to satisfy requirements of the Irish Development Agency in assisting the
start-up of its Ireland subsidiary, the Company agreed to invest certain amounts
and maintain a certain capital structure in its Ireland subsidiary. The effect
of these financial relationships and commitments are reflected in the
consolidated financial statements and do not represent any significant credit
risk that would affect future liquidity.
Note
8
- Income Taxes
Deferred
tax assets (liabilities) consist of the following temporary
differences:
December
31,
|
|||||||||||||
2006
|
2005
|
||||||||||||
Current
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Inventory
write-downs and differences due to UNICAP
|
$
|
88
|
$
|
-
|
$
|
84
|
$
|
-
|
|||||
Allowance
for doubtful accounts
|
29
|
-
|
28
|
-
|
|||||||||
Accrued
liabilities and reserves
|
188
|
24
|
290
|
(63
|
)
|
||||||||
Other
|
-
|
(216
|
)
|
-
|
(53
|
)
|
|||||||
Depreciation
and amortization
|
-
|
(116
|
)
|
-
|
(89
|
)
|
|||||||
Unrealized
investment gains
|
-
|
-
|
-
|
(70
|
)
|
||||||||
Earnings
from subsidiary
|
-
|
-
|
-
|
-
|
|||||||||
Deferred
income taxes, net
|
$
|
305
|
$
|
(308
|
)
|
$
|
402
|
$
|
(274
|
)
|
The
components of income tax expense are as follows:
Years
ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Current
|
$
|
4,049
|
$
|
2,519
|
$
|
5,822
|
||||
Deferred
|
201
|
148
|
75
|
|||||||
Total
|
$
|
4,250
|
$
|
2,667
|
$
|
5,897
|
40
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
8
- Income Taxes
(continued)
Income
tax expense differed from amounts computed by applying the statutory federal
rate to pretax income as follows:
Years
ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Federal
income tax expense at the statutory rate
|
$
|
4,222
|
$
|
3,473
|
$
|
5,480
|
||||
State
income taxes
|
410
|
337
|
806
|
|||||||
ETI,
foreign sales corporation and tax credits
|
(154
|
)
|
(172
|
)
|
(164
|
)
|
||||
Reversal
of deferred tax for foreign subsidiary earnings, net of repatriation
tax
|
-
|
(434
|
)
|
-
|
||||||
Other
|
(228
|
)
|
(537
|
)
|
(225
|
)
|
||||
Total
|
$
|
4,250
|
$
|
2,667
|
$
|
5,897
|
Note
9
- Options
The
Company has stock option plans which authorize the grant of stock options to
eligible employees, directors and other individuals to purchase up to an
aggregate of 666,558 shares of common stock, of which 227,944 are outstanding
as
of December 31, 2006. All options granted under the plans are granted at current
market value at date of grant, and may be exercised between six months and
ten
years following the date of grant. The plans are intended to advance the
interest of the Company by attracting and ensuring retention of competent
directors, employees and executive personnel, and to provide incentives to
those
individuals to devote their utmost efforts to the advancement of the Company.
Changes in stock options were as follows:
Shares
|
Price
Range
Per
Share
|
|||||||||
2006
|
||||||||||
Granted
|
14,600
|
$
|
29.86
-
|
$
|
29.86
|
|||||
Expired
or canceled
|
10,729
|
14.60
-
|
29.86
|
|||||||
Exercised
|
324,548
|
6.50
-
|
25.59
|
|||||||
Total
outstanding at December 31
|
227,944
|
6.50
-
|
29.86
|
|||||||
Total
exercisable at December 31
|
191,010
|
6.50
-
|
25.59
|
|||||||
2005
|
||||||||||
Granted
|
27,900
|
$
|
21.68
-
|
$
|
21.68
|
|||||
Expired
or canceled
|
27,672
|
9.13
-
|
25.59
|
|||||||
Exercised
|
207,133
|
6.50
-
|
25.59
|
|||||||
Total
outstanding at December 31
|
548,621
|
6.50
-
|
25.59
|
|||||||
Total
exercisable at December 31
|
491,070
|
6.50
-
|
25.59
|
|||||||
2004
|
||||||||||
Granted
|
164,100
|
$
|
18.00
-
|
$
|
25.59
|
|||||
Expired
or canceled
|
44,767
|
6.75
-
|
25.59
|
|||||||
Exercised
|
122,908
|
6.50
-
|
17.71
|
|||||||
Total
outstanding at December 31
|
755,526
|
6.50
-
|
25.59
|
|||||||
Total
exercisable at December 31
|
554,727
|
6.50
-
|
24.02
|
For
the
years ended December 31, 2006, 2005 and 2004, the Company reduced current
income taxes payable and increased additional paid-in capital by $2,450, $936
and $446, respectively, for the income tax benefit attributable to sale by
optionees of common stock received upon the exercise of stock
options.
41
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
9
- Options
(continued)
Stock-Based
Compensation
As
described in Note 1, effective January 1, 2006, the Company adopted Statement
of
Financial Accounting Standards (SFAS) 123R, Share-Based
Payment,
using
the modified prospective method. This statement requires the Company to
recognize compensation cost based on the grant date fair value of options
granted to employees and directors. In 2006, the Company recognized $140 in
compensation cost related to adoption of the statement. Prior to December 31,
2005, the Company accounted for its stock-based employee compensation plans
under the recognition and measurement principles of APB Opinion No. 25,
Accounting
for Stock Issued to Employees,
and
related Interpretations, and had adopted the disclosure-only provisions of
SFAS
No. 123, Accounting
for Stock-Based Compensation.
Accordingly, no compensation cost was recognized in the financial statements
prior to 2006, as all options granted under those plans had exercise prices
equal to or greater than the market value of the underlying common stock on
the
date of grant.
The
fair
value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:
Years
ended December 31,
|
||||||
2006
|
2005
|
2004
|
||||
Expected
dividend amount per quarter/annual yield
|
$0.2521
|
2.9%
|
0.7%
|
|||
Expected
stock price volatility
|
28.1%
|
39.7%
|
39.0%
|
|||
Risk-free
interest rate (weighted average)
|
5.0%
|
4.1%
|
3.7%
|
|||
Expected
life of options
|
5.3
years
|
5.1
years
|
6.2
years
|
The
per-share weighted average fair value of options granted during 2006, 2005
and
2004 is $7.29, $6.88 and $10.07, respectively.
The
following table summarizes information about stock options outstanding at
December 31, 2006:
Options
Outstanding
|
Options
Exercisable
|
|||||||||
Range
of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average Remaining
Contractual
Life
(Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||
$
6.50-15.01
|
68,650
|
3.08
|
$
9.40
|
68,650
|
$
9.40
|
|||||
17.71-24.02
|
70,032
|
7.28
|
20.50
|
46,498
|
20.95
|
|||||
25.59-29.86
|
89,262
|
7.42
|
26.23
|
75,862
|
25.59
|
|||||
|
||||||||||
$
6.50-29.86
|
227,944
|
6.07
|
$
19.40
|
191,010
|
$
18.64
|
Note
10 - Geographic Sales Information
The
Company had sales in the following geographic areas:
United
States
|
Europe
|
Other
|
||||||||
2006
|
$
|
21,363
|
$
|
3,888
|
$
|
3,502
|
||||
2005
|
21,301
|
3,501
|
2,891
|
|||||||
2004
|
20,452
|
3,636
|
2,392
|
42
UTAH
MEDICAL PRODUCTS, INC.
Notes
to
Consolidated Financial Statements
Note
11 - Revenues by Product Category
The
Company had revenues in the following product categories:
Product
Category
|
2006
|
2005
|
2004
|
|||||||
Obstetrics
|
$
|
9,371
|
$
|
9,774
|
$
|
10,918
|
||||
Gynecology/Electrosurgery/Urology
|
6,106
|
5,397
|
5,142
|
|||||||
Neonatal
|
7,073
|
6,475
|
4,134
|
|||||||
Blood
Pressure Monitoring and Accessories
|
6,203
|
6,046
|
6,292
|
Note
12 - Other Operating Income
In
January 2004, the Company received a payment of $30,944 in damages and interest
resulting from a 2002 District Federal Court judgment and ensuing post judgment
settlement relating to Tyco/Kendall•LTP ’s patent infringement. The Company
recognized other operating income from that payment of $6,060 in first quarter
2004 and $23,992 in fourth quarter 2003.
Note
13 - Product Sale and Purchase Commitments
The
Company has license agreements for the rights to develop and market certain
products or technologies owned by unrelated parties. The confidential terms
of
such agreements are unique and varied, depending on many factors relating to
the
value and stage of development of the technology licensed. Royalties on future
product sales are a normal component of such agreements and are included in
the
Company’s cost of goods sold on an ongoing basis.
The
Company has in the past received and continues to receive royalties as a result
of license agreements with unrelated companies that allow exclusive or
nonexclusive rights to the Company’s technology.
Note
14 - Employee Benefit Plan
The
Company has a contributory 401(k) savings plan for employees, who are at least
21 years of age, work 1,000 hours a year, and have a minimum of one year of
service with the Company. The Company’s contribution is determined annually by
the board of directors. Company contributions were approximately $91, $92 and
$92 for the years ended December 31, 2006, 2005 and 2004,
respectively.
Note
15 - Fair Value Financial Instruments
None
of
the Company’s financial instruments, which are current assets and liabilities
that could be readily traded, are held for trading purposes, except investments.
Detail on investments is provided in note 3, above. The Company estimates that
the fair value of all financial instruments at December 31, 2006, does not
differ materially from the aggregate carrying value of its financial instruments
recorded in the accompanying consolidated balance sheet.
Note
16 - Recent Accounting Pronouncements
In
June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an
interpretation of FASB Statement No. 109.” This statement clarifies the
accounting for uncertainty in income tax positions. The provisions of FIN 48
will be effective for UTMD starting in First Quarter 2007, with the cumulative
effect of the change, if material, recorded as an adjustment to opening retained
earnings. Management is currently evaluating the impact of FIN 48 on the
consolidated financial statements.
43
ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM
9A - CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures.
UTMD
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in the Securities Exchange Act
of
1934 Rule 13a-15(e). UTMD’s Board of Directors, operating through its audit
committee, provides oversight to its financial reporting process.
During
2006, UTMD evaluated the effectiveness of the design and operation of its
disclosure controls and procedures. Based on that evaluation, UTMD’s Chief
Executive Officer and Principal Financial Officer concluded that, as of December
31, 2006, its disclosure controls and procedures were effective.
Management’s
Report on Internal Control Over Financial Reporting.
Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, the Company has included,
as part of this Form 10-K, a report of management's assessment of the
effectiveness of its internal controls as of December 31, 2006. Jones
Simkins, P.C., the independent registered public accounting firm of the Company,
has audited management's assessment of, and the effectiveness of, the Company's
internal control over financial reporting. Management's report, and the report
of Jones Simkins, P.C. appear on pages 25 and 26 of this
Form 10-K under the captions "Management's Report on Internal Control Over
Financial Reporting" and "Report of Independent Registered Public Accounting
Firm" and are incorporated herein by reference.
Changes
in Internal Control Over Financial Reporting.
There
have been no changes in UTMD’s internal control over financial reporting that
materially affected, or were reasonably likely to materially affect, the
Company’s internal control over financial reporting during the fourth quarter of
the fiscal year ended December 31, 2006, and there were no significant
deficiencies or material weaknesses.
ITEM
9B - OTHER INFORMATION
None.
44
PART
III
ITEM
10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The
information from the definitive proxy statement of the registrant for the 2007
annual meeting of shareholders under the captions,
·
|
“PROPOSAL
NO. 1. ELECTION OF DIRECTORS: General,” and “Directors and Nominees,”
|
·
|
“SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS,” and
|
·
|
“EXECUTIVE
OFFICER COMPENSATION: 2006 Director Compensation,”
|
is
incorporated herein by reference.
UTMD
adopted a Code of Ethics for its executive officers, including the Chief
Executive Officer and outside directors, in October 2003. The Code of Ethics,
along with UTMD’s Code of Conduct, which covers all exempt employees (including
all officers and outside directors) and certain non-exempt employees, is posted
on UTMD’s web site at www.utahmed.com.
UTMD
intends to post on its website any waivers of or amendments to its Code of
Ethics.
ITEM
11 - EXECUTIVE COMPENSATION
The
information from the definitive proxy statement of the registrant for the 2007
annual meeting of shareholders under the captions,
·
|
“EXECUTIVE
OFFICER COMPENSATION,”
|
·
|
COMPENSATION
DISCUSSION AND ANALYSIS,” and
|
·
|
BOARD
OF DIRECTORS AND OTHER BOARD COMMITTEE REPORTS: Compensation and
Option
Committee Interlocks and Insider Participation,” specifically excluding
the “Report of the Compensation
Committee”
|
is
incorporated herein by reference.
ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
information from the definitive proxy statement of the registrant for the 2007
annual meeting of shareholders under the captions,
·
|
“SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS”
and
|
·
|
“DISCLOSURE
RESPECTING THE COMPANY’S EQUITY COMPENSATION PLANS”
|
is
incorporated herein by reference.
ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The
information from the definitive proxy statement of the registrant for the
2007
annual meeting of shareholders under the captions,
·
|
“CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS”
|
45
·
|
“BOARD
OF DIRECTORS AND OTHER BOARD COMMITTEE REPORTS: Director
Independence”
|
is
incorporated herein by reference.
The
information from the definitive proxy statement of the registrant for the 2007
annual meeting of shareholders in the first paragraph under the caption, “Report
of the Audit Committee” is incorporated herein by reference.
ITEM
14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
The
information from the definitive proxy statement of the registrant for the 2007
annual meeting of shareholders under the caption “Independent Public
Accountants” is incorporated herein by reference.
46
PART
IV
ITEM
15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) |
The
following documents are filed as part of this report or incorporated
herein by reference.
|
1.
|
Financial
Statements.
|
(See
Table of Contents to Item 8, above.)
2.
|
Supplemental
Schedule.
|
Financial
Statement Schedules are omitted because they are inapplicable or the required
information is otherwise included in the accompanying Financial Statements
and
the notes thereto.
3.
|
Exhibits.
|
Exhibit
#
|
SEC
Reference
#
|
Title
of Document
|
Location
|
|||
1
|
3
|
Articles
of Restatement of the Articles of Incorporation
|
Incorporated
by Reference (1)
|
|||
2
|
3
|
Articles
of Correction to the Restated Articles of Incorporation
|
Incorporated
by Reference (1)
|
|||
3
|
3
|
Bylaws
|
Incorporated
by Reference (2)
|
|||
4
|
4
|
Rights
Agreement dated as of July 30, 2004, between Utah Medical Products,
Inc.,
and Registrar and Transfer Company
|
Incorporated
by Reference (3)
|
|||
5
|
4
|
Designation
of Rights, Privileges, and Preferences of Series “A” Preferred
Stock
|
Incorporated
by Reference (2)
|
|||
6
|
10
|
Employment
Agreement dated December 21, 1992 with Kevin L. Cornwell*
|
Incorporated
by Reference (4)
|
|||
7
|
10
|
Amendment,
effective May 15, 1998, to Employment Agreement dated December 21,
1992
with Kevin L. Cornwell*
|
Incorporated
by Reference (4)
|
|||
8
|
10
|
Utah
Medical Products, Inc., 2003 Employees’ and Directors’ Incentive
Plan*
|
Incorporated
by Reference (5)
|
|||
9
|
10
|
Loan
Agreement, dated 3 July, 2002 between Utah Medical Products, Inc
and U.S.
Bank National Association
|
Incorporated
by Reference (6)
|
|||
10
|
10
|
Revolving
Promissory Note, dated July 3, 2002 by Utah Medical Products, Inc.
to U.S.
Bank National Association
|
Incorporated
by Reference (6)
|
|||
11
|
10
|
Second
Amendment to Loan Agreement, dated 30 August 2004 between Utah Medical
Products, Inc. and U.S. Bank National Association
|
Incorporated
by Reference (7)
|
|||
12
|
10
|
Third
Amendment to Loan Agreement, dated December 6, 2005 between Utah
Medical
Products, Inc. and U.S. Bank National Association
|
Incorporated
by Reference (8)
|
|||
13
|
10
|
Amended
and Restated Revolving Promissory Note, dated December 6, 2005 by
Utah
Medical Products, Inc. to U.S. Bank National Association
|
Incorporated
by Reference (8)
|
|||
14
|
10
|
Loan
Agreement, signed 6-December-2005 between Utah Medical Products Limited
and Bank of Ireland
|
Incorporated
by Reference (8)
|
|||
15
|
10
|
Fourth
Amendment to Loan Agreement, dated 31 May 2006 between Utah Medical
Products, Inc. and U.S. Bank National Association
|
Incorporated
by Reference (9)
|
47
Exhibit
#
|
SEC
Reference
#
|
Title
of Document
|
Location
|
|||
16
|
10
|
Summary
of Officer and Director Compensation
|
This
Filing
|
|||
17
|
21
|
Subsidiaries
of Utah Medical Products, Inc.
|
Incorporated
by Reference (10)
|
|||
18
|
23
|
Consent
of Jones Simkins, P.C., Company’s independent auditors for the years ended
December 31, 2006, December 31, 2005 and December 31, 2004
|
This
Filing
|
|||
19
|
31
|
Certification
of CEO pursuant to Rule 13a-14(a) as adopted pursuant to Section
302 of
the Sarbanes-Oxley Act of 2002
|
This
Filing
|
|||
20
|
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
|
This
Filing
|
|||
21
|
32
|
Certification
of CEO pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
This
Filing
|
|||
22
|
32
|
Certification
of Principal Financial Officer pursuant to 18 U.S.C. §1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
This
Filing
|
*
Management contract of compensatory plan or arrangement required to be filed
pursuant to Item 14(c).
(1)
|
Incorporated
by reference from the Company’s annual report on form 10-K filed with the
Commission for the year ended December 31,
2004.
|
(2)
|
Incorporated
by reference from the Company’s registration statement on form S-8 filed
with the Commission effective February 10,
1995.
|
(3)
|
Incorporated
by reference from the Company’s report on form 8-K filed with the
Commission on October 1, 2004.
|
(4)
|
Incorporated
by reference from the Company’s annual report on form 10-K filed with the
Commission for the year ended December 31,
2003.
|
(5)
|
Incorporated
by reference from the Company’s annual report on form 10-K filed with the
Commission for the year ended December 31,
2002.
|
(6)
|
Incorporated
by reference from the Company’s quarterly report on form 10-Q filed with
the Commission for the quarter ended June 30,
2002.
|
(7)
|
Incorporated
by reference from the Company’s quarterly report on form 10-Q filed with
the Commission for the quarter ended September 30,
2004.
|
(8)
|
Incorporated
by reference from the Company’s report on form 8-K filed with the
Commission on December 12, 2005.
|
(9)
|
Incorporated
by reference from the Company’s report on form 8-K filed with the
Commission on June 5, 2006.
|
(10)
|
Incorporated
by reference from the Company’s annual report on form 10-K filed with the
Commission for the year ended December 31,
1999.
|
48
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned this 15th day of March, 2007.
UTAH
MEDICAL PRODUCTS, INC.
By:
|
/s/
Kevin L. Cornwell
|
Kevin
L. Cornwell
|
|
Chief
Executive Officer
|
|
By:
|
/s/
Paul O.
Richins
|
Paul
O. Richins
|
|
Principal
Financial and Accounting Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the registrant and in the
capacities indicated on this 15th day of March, 2007.
By:
|
(new
director in 2007 - did not sign)
|
James
H. Beeson, Director
|
|
By:
|
/s/
Kevin L. Cornwell
|
Kevin
L. Cornwell, Director
|
|
By:
|
/s/
Ernst G.
Hoyer
|
Ernst
G. Hoyer, Director
|
|
By:
|
/s/
Barbara A.
Payne
|
Barbara
A. Payne, Director
|
|
By:
|
/s/
Paul O.
Richins
|
Paul
O. Richins, Director
|
49