UTAH MEDICAL PRODUCTS INC - Quarter Report: 2007 September (Form 10-Q)
UNITED
      STATES
    SECURITIES
      AND EXCHANGE COMMISSION
    Washington,
      D.C.  20549
    FORM
      10-Q
    Quarterly
      Report Under Section 13 or 15(d) of
    The
      Securities Exchange Act of 1934
    | 
               For
                quarter ended: September 30, 2007 
             | 
            
               Commission
                File No. 0-11178 
             | 
          
UTAH
      MEDICAL PRODUCTS, INC.
    (Exact
      name of Registrant as specified in its charter)
    | 
                               
                UTAH                  
             | 
            
                   
                87-0342734      
             | 
          
| 
               (State
                or other jurisdiction of 
              incorporation
                or organization) 
             | 
            
               (I.R.S.
                Employer 
              Identification
                No.) 
             | 
          
7043
      South 300 West
             
      Midvale,
      Utah  84047         
    Address
      of principal executive offices
    Registrant's
      telephone number:      (801)
      566-1200
    Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports) and; (2) has been subject to such filing requirements
      for
      the past 90 days.   Yes x   No o
    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  (check one):
    | 
               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
    Indicate
      the number of shares outstanding of each of the issuer’s classes of common stock
      as of November 5,
      2007:     3,918,000.
    UTAH
      MEDICAL PRODUCTS, INC.
    INDEX
      TO FORM 10-Q
    | 
               PART
                I - FINANCIAL INFORMATION 
             | 
            
               PAGE 
             | 
          |
| 
               Item
                1. 
             | 
            
               Financial
                Statements 
             | 
            |
| 
               Consolidated
                Condensed Balance Sheets as of September 30, 2007 and December 31,
                2006 
             | 
            
               1 
             | 
          |
| 
               Consolidated
                Condensed Statements of Income for the three and nine months ended
                September 30, 2007 and September 30, 2006 
             | 
            
               2 
             | 
          |
| 
               Consolidated
                Condensed Statements of Cash Flows for the nine months ended September
                30,
                2007 and September 30, 2006 
             | 
            
               3 
             | 
          |
| 
               Notes
                to Consolidated Condensed Financial Statements 
             | 
            
               4 
             | 
          |
| 
               Item
                2. 
             | 
            
               Management’s
                Discussion and Analysis of  Financial Condition and Results of
                Operations 
             | 
            
               6 
             | 
          
| 
               Item
                3. 
             | 
            
               Quantitative
                and Qualitative Disclosures about Market Risk 
             | 
            
               11 
             | 
          
| 
               Item
                4. 
             | 
            
               Controls
                and Procedures 
             | 
            
               11 
             | 
          
| 
               PART
                II – OTHER INFORMATION 
             | 
            ||
| 
               Item
                1. 
             | 
            
               Legal
                Proceedings 
             | 
            
               12 
             | 
          
| 
               Item
                1A. 
             | 
            
               Risk
                Factors 
             | 
            
               12 
             | 
          
| 
               Item
                2. 
             | 
            
               Unregistered
                Sales of Equity Securities and Use of Proceeds 
             | 
            
               12 
             | 
          
| 
               Item
                5. 
             | 
            
               Other
                Information 
             | 
            
               13 
             | 
          
| 
               Item
                6. 
             | 
            
               Exhibits 
             | 
            
               13 
             | 
          
| 
               SIGNATURES 
             | 
            
               14 
             | 
          |
PART
      I  -  FINANCIAL INFORMATION
    Item
      1.   Financial Statements
    UTAH
      MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
    CONSOLIDATED
      CONDENSED BALANCE SHEETS AS OF
    SEPTEMBER
      30, 2007 AND DECEMBER 31, 2006
    (in
      thousands)
    | 
               (unaudited) 
             | 
            
               (audited) 
             | 
            |||||||
| 
               SEPTEMBER
                30, 2007 
             | 
            
               DECEMBER
                31, 2006 
             | 
            |||||||
| 
               ASSETS 
             | 
            ||||||||
| 
               Current
                assets: 
             | 
            ||||||||
| 
               Cash 
             | 
            $ | 
               1,102 
             | 
            $ | 
               610 
             | 
            ||||
| 
               Investments,
                available-for-sale 
             | 
            
               21,113 
             | 
            
               20,439 
             | 
            ||||||
| 
               Accounts
                & other receivables, net 
             | 
            
               3,990 
             | 
            
               3,746 
             | 
            ||||||
| 
               Inventories 
             | 
            
               3,419 
             | 
            
               3,037 
             | 
            ||||||
| 
               Other
                current assets 
             | 
            
               607 
             | 
            
               579 
             | 
            ||||||
| 
               Total
                current assets 
             | 
            
               30,231 
             | 
            
               28,411 
             | 
            ||||||
| 
               Property
                and equipment, net 
             | 
            
               8,477 
             | 
            
               8,331 
             | 
            ||||||
| 
               Goodwill 
             | 
            
               7,191 
             | 
            
               7,191 
             | 
            ||||||
| 
               Other
                intangible assets 
             | 
            
               2,618 
             | 
            
               2,588 
             | 
            ||||||
| 
               Other
                intangible assets - accumulated amortization 
             | 
            (2,370 | ) | (2,334 | ) | ||||
| 
               Other
                intangible assets, net 
             | 
            
               248 
             | 
            
               254 
             | 
            ||||||
| 
               TOTAL 
             | 
            $ | 
               46,147 
             | 
            $ | 
               44,187 
             | 
            ||||
| 
               LIABILITIES
                AND STOCKHOLDERS' EQUITY 
             | 
            ||||||||
| 
               Current
                liabilities: 
             | 
            ||||||||
| 
               Accounts
                payable 
             | 
            $ | 
               595 
             | 
            $ | 
               599 
             | 
            ||||
| 
               Accrued
                expenses 
             | 
            
               2,546 
             | 
            
               2,341 
             | 
            ||||||
| 
               Current
                portion of note payable 
             | 
            
               455 
             | 
            
               441 
             | 
            ||||||
| 
               Total
                current liabilities 
             | 
            
               3,596 
             | 
            
               3,381 
             | 
            ||||||
| 
               Note
                payable 
             | 
            
               4,025 
             | 
            
               4,383 
             | 
            ||||||
| 
               Deferred
                income taxes 
             | 
            
               326 
             | 
            
               308 
             | 
            ||||||
| 
               Total
                liabilities 
             | 
            
               7,947 
             | 
            
               8,072 
             | 
            ||||||
| 
               Stockholders'
                equity: 
             | 
            ||||||||
| 
               Preferred
                stock - $.01 par value; authorized - 5,000 shares; no shares issued
                or
                outstanding 
             | 
            ||||||||
| 
               Common
                stock - $.01 par value; authorized - 50,000 shares; issued - September
                30,
                2007, 3,916 shares and December 31, 2006, 3,944 shares 
             | 
            
               39 
             | 
            
               39 
             | 
            ||||||
| 
               Accumulated
                other comprehensive income 
             | 
            (759 | ) | (720 | ) | ||||
| 
               Retained
                earnings 
             | 
            
               38,919 
             | 
            
               36,796 
             | 
            ||||||
| 
               Total
                stockholders' equity 
             | 
            
               38,200 
             | 
            
               36,115 
             | 
            ||||||
| 
               TOTAL 
             | 
            $ | 
               46,147 
             | 
            $ | 
               44,187 
             | 
            ||||
see
      notes to consolidated condensed financial statements
    -
            1
            -
          UTAH
      MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
    CONSOLIDATED
      CONDENSED STATEMENTS OF INCOME FOR THE
    THREE
      AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006
    (in
      thousands - unaudited)
    | 
               THREE
                MONTHS 
              ENDED 
             | 
            
               NINE
                MONTHS 
              ENDED 
             | 
            |||||||||||||||
| 
               SEPTEMBER
                30, 
             | 
            
               SEPTEMBER
                30, 
             | 
            |||||||||||||||
| 
               2007 
             | 
            
               2006 
             | 
            
               2007 
             | 
            
               2006 
             | 
            |||||||||||||
| 
               Sales,
                net 
             | 
            $ | 
               7,097 
             | 
            $ | 
               7,001 
             | 
            $ | 
               21,426 
             | 
            $ | 
               21,398 
             | 
            ||||||||
| 
               Cost
                of goods sold 
             | 
            
               3,124 
             | 
            
               3,030 
             | 
            
               9,511 
             | 
            
               9,343 
             | 
            ||||||||||||
| 
               Gross
                margin 
             | 
            
               3,973 
             | 
            
               3,971 
             | 
            
               11,915 
             | 
            
               12,055 
             | 
            ||||||||||||
| 
               Operating
                expense 
             | 
            ||||||||||||||||
| 
               Selling,
                general and administrative 
             | 
            
               1,165 
             | 
            
               1,154 
             | 
            
               3,494 
             | 
            
               3,728 
             | 
            ||||||||||||
| 
               Research
                & development 
             | 
            
               88 
             | 
            
               81 
             | 
            
               293 
             | 
            
               363 
             | 
            ||||||||||||
| 
               Total 
             | 
            
               1,253 
             | 
            
               1,235 
             | 
            
               3,787 
             | 
            
               4,092 
             | 
            ||||||||||||
| 
               Income
                from operations 
             | 
            
               2,720 
             | 
            
               2,736 
             | 
            
               8,128 
             | 
            
               7,963 
             | 
            ||||||||||||
| 
               Other
                income 
             | 
            
               365 
             | 
            
               268 
             | 
            
               979 
             | 
            
               1,253 
             | 
            ||||||||||||
| 
               Income
                before provision for income taxes 
             | 
            
               3,085 
             | 
            
               3,004 
             | 
            
               9,107 
             | 
            
               9,216 
             | 
            ||||||||||||
| 
               Provision
                for income taxes 
             | 
            
               1,064 
             | 
            
               1,000 
             | 
            
               3,157 
             | 
            
               3,118 
             | 
            ||||||||||||
| 
               Net
                income 
             | 
            $ | 
               2,021 
             | 
            $ | 
               2,003 
             | 
            $ | 
               5,950 
             | 
            $ | 
               6,098 
             | 
            ||||||||
| 
               Earnings
                per common shares (basic) 
             | 
            $ | 
               0.52 
             | 
            $ | 
               0.51 
             | 
            $ | 
               1.51 
             | 
            $ | 
               1.55 
             | 
            ||||||||
| 
               Earnings
                per common share (diluted) 
             | 
            $ | 
               0.51 
             | 
            $ | 
               0.50 
             | 
            $ | 
               1.49 
             | 
            $ | 
               1.51 
             | 
            ||||||||
| 
               Shares
                outstanding - basic 
             | 
            
               3,918 
             | 
            
               3,929 
             | 
            
               3,931 
             | 
            
               3,943 
             | 
            ||||||||||||
| 
               Shares
                outstanding - diluted 
             | 
            
               3,975 
             | 
            
               4,021 
             | 
            
               3,995 
             | 
            
               4,045 
             | 
            ||||||||||||
see
      notes to consolidated condensed financial statements
    -
            2
            -
          UTAH
      MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
    CONSOLIDATED
      CONDENSED STATEMENTS OF CASH FLOWS
    FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006
    (in
      thousands - unaudited)
    | 
               SEPTEMBER
                30, 
             | 
            ||||||||
| 
               2007 
             | 
            
               2006 
             | 
            |||||||
| 
               CASH
                FLOWS FROM OPERATING ACTIVITIES: 
             | 
            ||||||||
| 
               Net
                income 
             | 
            $ | 
               5,950 
             | 
            $ | 
               6,098 
             | 
            ||||
| 
               Adjustments
                to reconcile net income to net cash provided by operating
                activities: 
             | 
            ||||||||
| 
               Depreciation
                and amortization 
             | 
            
               443 
             | 
            
               606 
             | 
            ||||||
| 
               Gain
                on investments 
             | 
            (780 | ) | (1,120 | ) | ||||
| 
               Provision
                for (recovery of) losses on accounts receivable 
             | 
            (1 | ) | 
               8 
             | 
            |||||
| 
               Deferred
                income taxes 
             | 
            
               - 
             | 
            (11 | ) | |||||
| 
               Stock-based
                compensation expense 
             | 
            
               70 
             | 
            
               108 
             | 
            ||||||
| 
               Tax
                benefit attributable to exercise of stock options 
             | 
            
               46 
             | 
            
               2,186 
             | 
            ||||||
| 
               Changes
                in operating assets and liabilities: 
             | 
            ||||||||
| 
               Accounts
                receivable - trade 
             | 
            (341 | ) | (132 | ) | ||||
| 
               Accrued
                interest and other receivables 
             | 
            
               147 
             | 
            
               756 
             | 
            ||||||
| 
               Inventories 
             | 
            (342 | ) | (307 | ) | ||||
| 
               Prepaid
                expenses and other current assets 
             | 
            (29 | ) | (21 | ) | ||||
| 
               Accounts
                payable 
             | 
            (4 | ) | 
               168 
             | 
            |||||
| 
               Accrued
                expenses 
             | 
            
               204 
             | 
            
               105 
             | 
            ||||||
| 
               Total
                adjustments 
             | 
            (588 | ) | 
               2,345 
             | 
            |||||
| 
               Net
                cash provided by operating activities 
             | 
            
               5,362 
             | 
            
               8,443 
             | 
            ||||||
| 
               CASH
                FLOWS FROM INVESTING ACTIVITIES: 
             | 
            ||||||||
| 
               Capital
                expenditures for: 
             | 
            ||||||||
| 
               Property
                and equipment 
             | 
            (214 | ) | (361 | ) | ||||
| 
               Intangible
                assets 
             | 
            (30 | ) | 
               - 
             | 
            |||||
| 
               Purchases
                of investments 
             | 
            (1,500 | ) | (5,200 | ) | ||||
| 
               Proceeds
                from the sale of investments 
             | 
            
               1,570 
             | 
            
               3,804 
             | 
            ||||||
| 
               Net
                cash provided by (used in) investing activities 
             | 
            (174 | ) | (1,757 | ) | ||||
| 
               CASH
                FLOWS FROM FINANCING ACTIVITIES: 
             | 
            ||||||||
| 
               Proceeds
                from issuance of common stock - options 
             | 
            
               151 
             | 
            
               533 
             | 
            ||||||
| 
               Common
                stock purchased and retired 
             | 
            (1,570 | ) | (1,804 | ) | ||||
| 
               Common
                stock purchased and retired - options 
             | 
            
               - 
             | 
            (2,488 | ) | |||||
| 
               Repayments
                of note payable 
             | 
            (687 | ) | (711 | ) | ||||
| 
               Payment
                of dividends 
             | 
            (2,562 | ) | (2,116 | ) | ||||
| 
               Net
                cash used in financing activities 
             | 
            (4,668 | ) | (6,586 | ) | ||||
| 
               Effect
                of exchange rate changes on cash 
             | 
            (28 | ) | (8 | ) | ||||
| 
               NET
                INCREASE (DECREASE) IN CASH 
             | 
            
               492 
             | 
            
               93 
             | 
            ||||||
| 
               CASH
                AT BEGINNING OF PERIOD 
             | 
            
               610 
             | 
            
               703 
             | 
            ||||||
| 
               CASH
                AT END OF PERIOD 
             | 
            $ | 
               1,102 
             | 
            $ | 
               796 
             | 
            ||||
| 
               SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION: 
             | 
            ||||||||
| 
               Cash
                paid during the period for income taxes 
             | 
            $ | 
               2,827 
             | 
            $ | 
               924 
             | 
            ||||
| 
               Cash
                paid during the period for interest 
             | 
            
               203 
             | 
            
               196 
             | 
            ||||||
see
      notes to consolidated condensed financial statements
    -
            3
            -
          UTAH
      MEDICAL PRODUCTS, INC.
    NOTES
      TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
    (unaudited)
    (1)  The
      unaudited financial statements have been prepared in accordance with the
      instructions to form 10-Q and do not include all of the information and note
      disclosures required by accounting principles generally accepted in the United
      States.  These statements should be read in conjunction with the
      financial statements and notes included in the Utah Medical Products, Inc.
      ("UTMD" or "the Company") annual report on form 10-K for the year ended December
      31, 2006.  In the opinion of management, the accompanying financial
      statements include all adjustments (consisting only of normal recurring
      adjustments) necessary to summarize fairly the Company's financial position
      and
      results of operations.  Dollar amounts are in thousands except
      per-share amounts, and where noted.
    (2)  Inventories
      at September 30, 2007 and December 31, 2006 (in thousands) consisted of the
      following:
    | 
               September
                30, 
             | 
            
               December
                31, 
             | 
            |||||||
| 
               2007 
             | 
            
               2006 
             | 
            |||||||
| 
               Finished
                goods 
             | 
            $ | 
               1,013 
             | 
            $ | 
               1,002 
             | 
            ||||
| 
               Work-in-process 
             | 
            
               971 
             | 
            
               984 
             | 
            ||||||
| 
               Raw
                materials 
             | 
            
               1,435 
             | 
            
               1,051 
             | 
            ||||||
| 
               Total 
             | 
            $ | 
               3,419 
             | 
            $ | 
               3,037 
             | 
            ||||
(3)  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
      Company or one of its subsidiaries files or has filed income tax returns in
      the
      U.S. federal jurisdiction, in various states and in Ireland.  With few
      exceptions, UTMD is no longer subject to U.S. federal, state and local, or
      non-U.S. income tax examinations by tax authorities for years before
      2003.  In 2005, the Internal Revenue Service examined the Company’s
      federal income tax returns for 2002 – 2004 and suggested one immaterial
      adjustment which the Company made.
    The
      Company adopted the provisions of FIN 48 on January 1, 2007.  UTMD did
      not make any adjustment to opening retained earnings as a result of the
      implementation.  The Company recognizes interest accrued related to
      unrecognized tax benefits along with penalties in operating
      expenses.  During the three and nine month periods ended September 30,
      2007 and 2006, the Company did not recognize any interest and penalties relating
      to income taxes.  UTMD did not have any accrual for the payment of
      interest and penalties at September 30, 2007 or December 31, 2006.
    (4)  Stock-Based
      Compensation.  At September 30, 2007 the Company had stock-based
      employee compensation plans, which authorized the grant of stock options to
      eligible employees and directors.  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 the quarters ended September 30, 2007 and 2006, the
      Company recognized $25 and $33, respectively, in compensation cost related
      to
      adoption of the statement.   In the nine months ended September
      30, 2007 and 2006, the Company recognized $70 and $108, respectively, in
      compensation cost related to adoption of the statement.
    (5)  Comprehensive
      Income.  Comprehensive income for the three and nine months ending
      September 30, 2007 was $2,050 and $5,982, net of taxes,
      respectively.  The components used to adjust net income in order to
      obtain comprehensive income were foreign currency translation adjustments of
      $29
      and $32, respectively.
    -
            4
            -
          (6)  Warranty
      Reserve.   The Company accrues provisions for estimated costs
      that may be incurred for product warranties and uncollectible
      accounts.  The amount of the provision is adjusted, as required, to
      reflect historical experience.  The following table summarizes changes
      to UTMD’s warranty reserve during 3Q 2007:
    | 
               Beginning
                Balance, July 1, 2007 
             | 
            $ | 
               40 
             | 
            ||
| 
               Changes
                in Warranty Reserve during 3Q 2007: 
             | 
            ||||
| 
               Aggregate
                reductions for warranty repairs 
             | 
            
               - 
             | 
            |||
| 
               Aggregate
                changes for warranties issued during reporting period 
             | 
            
               - 
             | 
            |||
| 
               Aggregate
                changes in reserve related to preexisting warranties 
             | 
            
               - 
             | 
            |||
| 
               Ending
                Balance, September 30, 2007 
             | 
            $ | 
               40 
             | 
            
(7)  Investments.  As
      of September 30, 2007, all of the Company’s investments are held in Fidelity
      Institutional Money Market Treasury Portfolio – Class 1 and Fidelity Cash
      Reserves.   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:
    | 
               3Q
                2007 
             | 
            
               3Q
                2006 
             | 
            |||||||
| 
               Balance,
                beginning of period 
             | 
            $ | 
               - 
             | 
            $ | (17 | ) | |||
| 
               Reversal
                of unrealized gain from securities included in beginning balance,
                realized
                in the period 
             | 
            
               - 
             | 
            
               - 
             | 
            ||||||
| 
               Unrealized
                holding gains (losses), in equity securities 
             | 
            
               - 
             | 
            
               10 
             | 
            ||||||
| 
               Deferred
                income taxes on unrealized holding gain (loss) 
             | 
            
               - 
             | 
            (3 | ) | |||||
| 
               Balance,
                end of period 
             | 
            $ | 
               - 
             | 
            $ | (10 | ) | |||
(8)  Forward-Looking
      Information.   This report contains certain forward-looking
      statements and information relating to the Company that are based on the beliefs
      of management as well as assumptions made by, and information currently
      available to, management.  When used in this document, the words
“anticipate,” “believe,” “should,”  “project,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to the Company or its
      management, are intended to identify forward-looking statements.  Such
      statements reflect the current view of the Company respecting future events
      and
      are subject to certain risks, uncertainties, and assumptions, including the
      risks and uncertainties noted throughout this document.  Although the
      Company has attempted to identify important factors that could cause the actual
      results to differ materially, there may be other factors that cause the forward
      statement not to come true as anticipated, believed, projected, expected, or
      intended.  Should one or more of these risks or uncertainties
      materialize, or should underlying assumptions prove incorrect, actual results
      may differ materially from those described herein as anticipated, believed,
      projected, estimated, expected, or intended.
    General
      risk factors that may impact the Company’s revenues include the market
      acceptance of competitive products; administrative practices of group purchasing
      organizations; obsolescence caused by new technologies; the possible
      introduction by competitors of new products that claim to have many of the
      advantages of UTMD’s products at lower prices; the timing and market acceptance
      of UTMD’s own new product introductions; changes in clinical practices; UTMD’s
      ability to efficiently and responsively manufacture its products; including
      the
      possible effects of lack of performance of suppliers; success in gaining access
      to important global distribution channels; budgetary constraints; the timing
      of
      regulatory approvals for newly introduced products; regulatory intervention
      in
      current operations; and third party reimbursement of health care costs of
      customers.
    Risk
      factors, in addition to the risks outlined in the previous paragraph that may
      impact the Company’s assets and liabilities, as well as cash flows, include:
      risks inherent to companies manufacturing products used in healthcare, including
      claims resulting from the improper use of devices and other product liability
      claims; defense of the Company’s intellectual property or claims of patent
      infringement by 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 licensing agreements; actual cash and
      investment balances; asset dispositions; and acquisition activities that may
      require external funding.
    -
            5
            -
          Item
      2.   Management's Discussion and Analysis of
      Financial Condition and Results of Operations
    General
    UTMD
      manufactures and markets a well-established range of primarily single-use
      specialty medical devices.  The Company’s Form 10-K Annual Report for
      the year ended December 31, 2006 provides a detailed description of products,
      technologies, markets, regulatory issues, business initiatives, resources and
      business risks, among other details, and should be read in conjunction with
      this
      report.  Because of the relatively short span of time, results for any
      given three month period in comparison with a previous three month period may
      not be indicative of comparative results for the year as a
      whole.  Dollar amounts in the report are in thousands, except
      per-share amounts or where otherwise noted.
    Analysis
      of Results of Operations
    | 
               | 
            
               a) 
             | 
            
               Overview 
             | 
          
In
      third
      quarter (3Q) 2007, UTMD’s consolidated global sales were 1% higher than in 3Q
      2006.  3Q 2007 earnings per share (EPS) were $.51 compared to $.50 EPS
      in 3Q 2006.  UTMD achieved the following profitability measures for 3Q
      2007 and 3Q 2006:
    | 
               3Q
                07 
             | 
            
               3Q
                06 
             | 
          |||
| 
               Gross
                Profit Margin: 
             | 
            
               56.0% 
             | 
            
               56.7% 
             | 
          ||
| 
               Operating
                Profit Margin: 
             | 
            
               38.3% 
             | 
            
               39.1% 
             | 
          ||
| 
               Net
                Income Margin: 
             | 
            
               28.5% 
             | 
            
               28.6% 
             | 
          
For
      three
      quarters year-to-date (9M) 2007 and 9M 2006, UTMD’s total sales were about the
      same. EPS for 9M 2007 were $1.49 compared to $1.51 EPS in 9M
      2006.  UTMD achieved the following profitability as a ratio of sales
      in 9M 2007 and 9M 2006:
    | 
               9M
                07 
             | 
            
               9M
                06 
             | 
          |||
| 
               Gross
                Profit Margin: 
             | 
            
               55.6% 
             | 
            
               56.3% 
             | 
          ||
| 
               Operating
                Profit Margin: 
             | 
            
               37.9% 
             | 
            
               37.2% 
             | 
          ||
| 
               Net
                Income Margin: 
             | 
            
               27.8% 
             | 
            
               28.5% 
             | 
          
| 
               | 
            
               b) 
             | 
            
               Revenues 
             | 
          
The
      Company recognizes revenue at the time of shipment as title generally passes
      to
      the customer at that time.  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.
    Total
      sales were up 1% in 3Q 2007 compared to 3Q 2006.  International sales
      were 31% higher while domestic sales were 8% lower.  Domestic sales
      were comprised of domestic OEM sales (sales of components to other companies
      for
      use in their products) which were up 17%, and domestic direct sales (sales
      of
      finished devices to users or distributors) which were down
      9%.  Domestic OEM sales and international sales have an uneven
      quarter-to-quarter sales pattern because customers tend to purchase several
      months’ supply of products at a time to minimize costs.  Trade
      shipments from UTMD’s Ireland facility were up 10% in EURO terms, and up 19% in
      USD terms due to a weaker US Dollar.
    Domestic
      direct sales to hospitals were down substantially due to price reductions and
      the continued trend of administrative arrangements limiting physician choice
      of
      devices used in L&D. UTMD’s objective is to replace sales lost due to
      increased domestic competition by continued development of specialized products
      that provide significant improvements in patient safety and effectiveness of
      care.
    Total
      9M
      2007 sales were about the same as in 9M 2006.  International sales
      increased 19% and domestic sales decreased 6%.  International sales
      were 30% of total sales in 9M 2007, up from 25% in 9M 2006.  9M 2007
      trade shipments from UTMD’s Ireland facility were up 20% in US Dollar terms and
      3% in EURO terms compared to 9M 2006.
    -
            6
            -
          The
      following table provides the actual sales dollar amounts by general product
      category for total sales and the subset of international sales:
    Global
      revenues by product category:
    | 
               3Q
                2007 
             | 
            
               3Q
                2006 
             | 
            
               9M
                2007 
             | 
            
               9M
                2006 
             | 
            |||||||||||||
| 
               Obstetrics 
             | 
            $ | 
               2,157 
             | 
            $ | 
               2,355 
             | 
            $ | 
               6,460 
             | 
            $ | 
               7,124 
             | 
            ||||||||
| 
               Gynecology/
                Electrosurgery/ Urology 
             | 
            
               1,540 
             | 
            
               1,507 
             | 
            
               4,665 
             | 
            
               4,501 
             | 
            ||||||||||||
| 
               Neonatal 
             | 
            
               1,761 
             | 
            
               1,827 
             | 
            
               5,253 
             | 
            
               5,312 
             | 
            ||||||||||||
| 
               Blood
                Pressure Monitoring and Accessories* 
             | 
            
               1,639 
             | 
            
               1,312 
             | 
            
               5,048 
             | 
            
               4,461 
             | 
            ||||||||||||
| 
               Total: 
             | 
            $ | 
               7,097 
             | 
            $ | 
               7,001 
             | 
            $ | 
               21,426 
             | 
            $ | 
               21,398 
             | 
            ||||||||
| 
               *includes
                molded components sold to OEM customers. 
             | 
            ||||||||||||||||
International
      revenues by product category:
    | 
               3Q
                2007 
             | 
            
               3Q
                2006 
             | 
            
               9M
                2007 
             | 
            
               9M
                2006 
             | 
            |||||||||||||
| 
               Obstetrics 
             | 
            $ | 
               237 
             | 
            $ | 
               149 
             | 
            $ | 
               703 
             | 
            $ | 
               613 
             | 
            ||||||||
| 
               Gynecology/
                Electrosurgery/ Urology 
             | 
            
               538 
             | 
            
               428 
             | 
            
               1,540 
             | 
            
               1,379 
             | 
            ||||||||||||
| 
               Neonatal 
             | 
            
               162 
             | 
            
               125 
             | 
            
               487 
             | 
            
               414 
             | 
            ||||||||||||
| 
               Blood
                Pressure Monitoring and Accessories* 
             | 
            
               1,172 
             | 
            
               905 
             | 
            
               3,693 
             | 
            
               3,000 
             | 
            ||||||||||||
| 
               Total: 
             | 
            $ | 
               2,109 
             | 
            $ | 
               1,607 
             | 
            $ | 
               6,423 
             | 
            $ | 
               5,406 
             | 
            ||||||||
| 
               *includes
                molded components sold to OEM customers. 
             | 
            ||||||||||||||||
UTMD’s
      future sales depend on its continued ability to retain medical staff involvement
      in purchasing decisions for UTMD’s “physician-preference” products used in U.S.
      hospitals where administrators are increasingly making the purchase decisions,
      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.
    | 
               | 
            
               c) 
             | 
            
               Gross
                Profit 
             | 
          
UTMD’s
      average gross profit margin (GPM), gross profits as a percentage of sales,
      was
      56.0% and 55.6% in 3Q and 9M 2007, respectively, compared to 56.7% and 56.3%
      in
      3Q and 9M 2006, respectively.  Except for L&D products, UTMD’s
      prices for its products remained generally consistent with the prior
      year.  In 9M 2007 the sales mix has been more heavily weighted toward
      lower margin products sold internationally.  The Company is also
      experiencing inflationary pressures in its manufacturing costs associated both
      with labor and with raw materials.  Since nearly all of UTMD’s
      products are made of petroleum-based compounds, the worldwide substantial
      increase in the cost of oil has a significant impact on raw materials
      costs.  In addition, the higher cost of oil has direct impact on
      transportation cost, both those included in manufacturing overhead for shipping
      and receiving products and raw materials, and those in operating expenses
      associated with sales and marketing travel expenses.  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 any increased sales during the remainder of 2007
      will
      help mitigate a continuing expected increase in incremental direct material
      and
      labor costs together with increased competitive pressure on
      prices.  The Company currently projects an overall 2007 GPM about
      three-quarters of one percent lower than in 2006.
    OEM
      sales
      are sales of UTMD components 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 assets and 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,
      nonvariable manufacturing overhead expenses cannot be meaningfully allocated
      between direct and OEM sales.  Therefore, UTMD does not report GPM by
      sales channels.
    | 
               | 
            
               d) 
             | 
            
               Operating
                Profit 
             | 
          
Operating
      Profit, or income from operations, is the profit remaining after subtracting
      operating expenses from gross profits.  Operating expenses include
      sales and marketing (S&M), research and development (R&D) and general
      and administrative (G&A) expenses.  Combined operating expenses in
      3Q 2007 were $19 higher than in 3Q 2006, and $304 lower in 9M 2007 than in
      9M
      2006.  Please see the table below.  Operating expenses
      increased in 3Q 2007 compared to 3Q 2006 because UTMD increased its direct
      sales
      force and advertising in the U.S.  The increase in S&M expense
      more than offset lower litigation costs as part of G&A
      expenses.  Option compensation expense, also included in G&A
      expenses, was $7 lower in 3Q 2007 and $39 lower in 9M 2007 than in the same
      2006
      periods.  As a percentage of sales, operating expenses were 17.7% in
      3Q 2007 compared to 17.6% in 3Q 2006, and 17.7% of sales in 9M 2007 compared
      to
      19.1% in 9M 2006.  For the year of 2007 as a whole, UTMD expects to
      hold operating expenses as a percent of sales consistent with 9M 2007. Because
      year end operating expenses are now projected to be lower as a percent of sales
      by about the same amount that the gross profit margin is expected to be lower,
      year 2007 operating profit margin, therefore, will be about the same as in
      2006.
    -
            7
            -
          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.  S&M expenses in 3Q 2007 were 7.7% of sales
      compared to 7.1% of sales in 3Q 2006.  S&M expenses in 9M 2007
      were 7.3% of sales compared to 8.0% of sales in 9M 2006.
    R&D
      expenses in 3Q 2007 were 1.2% of sales, the same as in 3Q 2006, and 1.4% of
      9M
      2007 sales compared to 1.7% of sales in 9M 2006.  For the full year of
      2007, UTMD expects R&D spending at a slightly higher level as a percent of
      sales than in 2006.
    G&A
      expenses in 3Q 2007 were 8.7% of sales compared to 9.4% of 3Q 2006
      sales.  G&A expenses in 9M 2007 were 9.0% of sales compared to
      9.5% of 9M 2006 sales.  In addition to litigation costs, G&A
      expenses include the cost of outside auditors and corporate governance
      activities relating to the implementation of SEC rules resulting from the
      Sarbanes-Oxley Act of 2002 as well as stock-based compensation cost as required
      by SFAS 123R.  Excluding currently unknown litigation costs, UTMD
      expects that G&A expenses for the year 2007 will be at a level consistent
      with 9M 2007 as a percent of sales.
    | 
               3Q
                2007 
             | 
            
               3Q
                2006 
             | 
            
               9M
                2007 
             | 
            
               9M
                2006 
             | 
            |||||||||||||
| 
               S&M
                Expense 
             | 
            $ | 
               545 
             | 
            $ | 
               496 
             | 
            $ | 
               1,571 
             | 
            $ | 
               1,702 
             | 
            ||||||||
| 
               R&D
                Expense 
             | 
            
               88 
             | 
            
               81 
             | 
            
               293 
             | 
            
               363 
             | 
            ||||||||||||
| 
               G&A
                Expense 
             | 
            
               620 
             | 
            
               658 
             | 
            
               1,923 
             | 
            
               2,026 
             | 
            ||||||||||||
| 
               Total
                Operating Expenses: 
             | 
            $ | 
               1,253 
             | 
            $ | 
               1,235 
             | 
            $ | 
               3,787 
             | 
            $ | 
               4,091 
             | 
            ||||||||
| 
               | 
            
               e) 
             | 
            
               Non-operating
                income 
             | 
          
Non-operating
      income in 3Q 2007 was $365 compared to $268 in 3Q 2006, and $979 in 9M 2007
      compared to $1,253 in 9M 2006.  UTMD received interest, dividends and
      capital gains of $277 in 3Q 2007 and $797 in 9M 2007, compared to $234 in 3Q
      2006 and $1,120 in 9M 2006, from investing its cash balances.
    In
      3Q and
      9M 2007, UTMD paid $68 and $203, respectively, compared to $72 and $196 in
      3Q
      and 9M 2006, respectively, for interest expense.  The interest expense
      resulted from UTMD’s Ireland facility borrowing 4,500 EURO (€ - in thousands) in
      December 2005 to allow the repatriation of profits generated by its Ireland
      operations between 1996 and 2005.  The average loan balance in 9M 2007
      was €3,416 compared to €4,217 (both in thousands) in 9M 2006. Even though the
      average loan balance in EURO terms was lower in 2007 compared to 2006, the
      combination of a weaker US Dollar and a slightly higher variable interest rate
      caused the interest expense stated in US Dollar terms to be higher in 9M
      2007.  The loan is being paid by the Ireland subsidiary from profits
      generated there.  It should take less than 5 more years to repay the
      loan.  The principal repayment schedule is set annually based on
      projected profits of the Ireland subsidiary.
    Royalty
      income, which UTMD receives from licensing its technology to other companies,
      was approximately the same in both years.  Management currently
      projects total 2007 non-operating income will be about $270 lower than in
      2006.  The actual amount of 2007 non-operating income may be lower if
      UTMD utilizes its excess cash for an acquisition, unexpected litigation costs
      or
      more substantial share repurchases.
    | 
               | 
            
               f) 
             | 
            
               Earnings
                Before Income Taxes 
             | 
          
Earnings
      before income taxes (EBT) in 3Q 2007 were $3,085 compared to $3,004 in 3Q
      2006.  EBT in 9M 2007 were $9,107 compared to $9,216 in 9M
      2006.  EBT margins (EBT divided by sales) were 43.5% and 42.5% of
      sales in 3Q and 9M 2007, respectively, compared to 42.9% and 43.1% in 3Q and
      9M
      2006, respectively.
    | 
               | 
            
               g) 
             | 
            
               Net
                Income and Earnings per Share 
             | 
          
UTMD’s
        net income was $2,021 in 3Q 2007 compared to $2,003 in 3Q 2006, and $5,950
        in 9M
        2007 compared to $6,098 in 9M 2006.  Net profit margins (NPM), which
        are net income (after tax) expressed as a percentage of sales, were 28.5%
        in 3Q
        2007 compared to 28.6% in 3Q 2006, and 27.8% in 9M 2007 compared to 28.5%
        in 9M
        2006.  The income tax provision rates in 3Q and 9M 2007 were 34.5% and
        34.7% of EBT, respectively, compared to 33.3% and 33.8% in 3Q and 9M 2006,
        respectively.  The increased tax rate resulted primarily from IRS
        discontinuance of the extraterritorial income exclusion in 2007.  UTMD
        expects its consolidated income tax rate for 2007 will be about one-third
        percentage point higher than in 2006, which was 34.2% for the
        year.
-
            8
            -
          UTMD’s
      net income divided by weighted average outstanding shares for the applicable
      reporting period, diluted for unexercised employee and director options,
      provides earnings per share (EPS):
    | 
               3Q
                2007 
             | 
            
               3Q
                2006 
             | 
            
               9M
                2007 
             | 
            
               9M
                2006 
             | 
            |||||||||||||
| 
               Earnings
                Per Share (EPS) 
             | 
            $ | 
               .508 
             | 
            $ | 
               .498 
             | 
            $ | 
               1.489 
             | 
            $ | 
               1.508 
             | 
            ||||||||
| 
               Shares
                (000), Diluted 
             | 
            
               3,975 
             | 
            
               4,021 
             | 
            
               3,995 
             | 
            
               4,045 
             | 
            ||||||||||||
Diluted
      3Q 2007 Earnings per Share (EPS) were 2% higher than in 3Q 2006. Diluted 9M
      2007
      EPS were 1% lower than in 9M 2006.  The Company expects to achieve
      about $1.99 eps in 2007 compared to $2.02 in 2006.  UTMD repurchased
      9,966 shares in 3Q 2007 and 50,685 shares in 9M 2007.   Exercises
      of employee options in 3Q 2007 added 1,822 shares and 22,981 shares in 9M 2007
      (net of 0 and 6,418 shares swapped or traded in 3Q and 9M, respectively, by
      individuals in payment of the exercise price of the options).  Options
      outstanding at September 30, 2007 were about 219,100 shares at an average
      exercise price of $21.46 per share.
    Increases
      and decreases in UTMD’s stock price affect EPS as a result of the dilution
      calculation for unexercised options with exercise prices below the average
      stock
      market value during each period.  The dilution calculation added
      57,300 and 63,800 shares to actual weighted average shares outstanding in 3Q
      and
      9M 2007 respectively, compared to 91,800 and 102,000 in 3Q and 9M
      2006.  The decrease in dilution is primarily due to fewer unexercised
      options outstanding.  Actual outstanding common shares as of the end
      of 3Q 2007 were 3,915,900 compared to 3,933,900 at the end of 3Q
      2006.
    | 
               | 
            
               h) 
             | 
            
               Return
                on Equity 
             | 
          
Return
      on
      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
      shareholder equity for the applicable time period.  Annualized ROE
      (after payment of dividends) for 9M 2007 was 12% compared to 16% for 9M
      2006.  The lower ROE in 9M 2007 was due mainly to higher average
      equity to date in 2007.  Share repurchases have a beneficial impact on
      ROE as long as the Company sustains net profit performance, because shareholder
      equity is reduced by the cost of the shares repurchased.  Holding a
      large amount of cash earning 5% interest dilutes ROE performance. ROE in 2007
      as
      a whole is expected to be lower than 2006 as a result of substantially higher
      dividends to shareholders, higher average shareholders’ equity and net profits
      which are expected to be 3% lower than in the previous year.  The
      lower ROE in 2007 will not affect UTMD’s ability to internally finance its
      future revenue growth.
    Liquidity
      and Capital Resources
    | 
               | 
            
               i) 
             | 
            
               Cash
                flows 
             | 
          
Net
      cash
      provided by operating activities, including adjustments for depreciation and
      other non-cash operating expenses, along with changes in working capital and
      the
      tax benefit attributable to exercise and subsequent sale of employee and
      director stock options, totaled $5,362 in 9M 2007 compared to $8,443 in 9M
      2006.  A $2,140 smaller tax benefit from exercise of employee and
      outside director stock options in 9M 2007 compared to 9M 2006 was the most
      significant difference in the two periods, followed by a $609 smaller increase
      in accrued interest and other receivables.
    The
      Company’s use of cash for investing activities was primarily as a result of
      purchases of short-term investments, in an effort to maximize returns on excess
      cash balances while maintaining safety and liquidity.  Capital
      expenditures for property and equipment were $214 in 9M 2007 compared to $361
      in
      9M 2006.  This rate of investing in new property and equipment is
      required to keep facilities, equipment and tooling in good working
      condition.
    In
      9M
      2007, UTMD received $151 and issued 23,000 shares of stock upon the exercise
      of
      employee stock options.  Option exercises in 9M 2007 were at an
      average price of $12.54 per share.  Employees exercised a total of
      29,400 option shares in 9M 2007, with 6,400 shares immediately being retired
      as
      a result of the individuals trading the shares in payment of the exercise price
      of the options.  For comparison, the Company received $533 from
      issuing 136,300 shares of stock on the exercise of employee stock options in
      9M
      2006, net of 150,000 shares retired upon employees trading those shares in
      payment of the stock option exercise price and related tax
      withholding.  UTMD used $2,488 in cash during 9M 2006 to meet tax
      withholding requirements on options exercised.  The Company
      repurchased 50,700 shares of its stock in the open market at a cost of $1,570
      during 9M 2007, an average cost of $30.97 per share including commissions and
      fees.  For comparison, UTMD repurchased 58,800 shares of stock in the
      open market at a cost of $1,804 during 9M 2006.
    UTMD
        Ltd.
        (Ireland subsidiary) made payments of $687 on its note payable during 9M
        2007,
        compared to $711 in 9M 2006.  UTMD paid $2,562 in cash dividends in 9M
        2007 compared to $2,116 in 9M 2006, a 21% increase.
-
            9
            -
          Management
      believes that future income from operations and effective management of working
      capital will provide the liquidity needed to finance growth
      plans.  Planned capital expenditures during the remainder of 2007 are
      expected to be less than $150 to keep facilities, equipment and tooling in
      good
      working order.  In addition, UTMD may use cash for selective infusions
      of technological, marketing or product manufacturing rights to broaden the
      Company's product offerings; for continued share repurchases when the price
      of
      the stock is 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.
    | 
               | 
            
               j) 
             | 
            
               Assets
                and Liabilities 
             | 
          
September
      30, 2007 total assets were $1,960 higher than at December 31,
      2006.  Current assets increased $1,820, primarily from a $1,166
      increase in cash and investments.  A $244 increase in accounts and
      other receivables includes a $391 increase in trade accounts receivable, net
      of
      allowance for doubtful accounts.  Although inventories have increased $382
      since December 31, 2006, the Company expects 2007-ending inventory balances
      to
      be about the same as 2006-ending balances.  Other current assets
      increased $28.  Cash and investment balances increased despite paying
      $2,562 in dividends, $1,570 to repurchase shares and $687 in repayments of
      the
      note payable in Ireland.
    Working
      capital was $26,635 at September 30, 2007, a $1,605 increase from 2006
      year-end.  Working capital continues in excess of UTMD’s normal
      operating needs.  Representing the most significant part of current
      liabilities, accrued liabilities increased since December 31, 2006 by
      $205.  Accrued liabilities decreased $634 since March 31, 2007 as a
      result of the timing of estimated income tax payments.  UTMD’s current
      ratio was 8.4 on September 30, 2007, compared to 8.4 at year-end 2006, and
      7.5
      on September 30, 2006.
    Net
      property and equipment increased $146 in 9M 2007 after additions of $214 and
      an
      increase in the dollar-denominated value of Ireland P&E, offset by
      depreciation of $407.  U.S. dollar-denominated assets in Ireland
      increased about $254 (after depreciation) or 5.9% during 9M
      2007.  Goodwill resulting from prior acquisitions remained the same.
      Net intangible assets excluding goodwill decreased $6 as a result of
      amortization of intellectual property of $36, and additions to intangibles
      of
      $30.  At September 30, 2007, net intangible assets including goodwill
      were 16% of total assets, down from 17% at year-end 2006.
    UTMD’s
      long term liabilities are comprised of the Ireland note payable ($4,025 on
      September 30, 2007) and deferred revenue and income taxes ($326 on September
      30,
      2007).  As of December 31, 2006, those long term liabilities were
      $4,383 and $308, respectively.  As of September 30, 2007, UTMD’s total
      debt ratio (total liabilities/ total assets) decreased to 17% from 18% on
      December 31, 2006.  In comparison, UTMD’s total debt ratio on
      September 30, 2006 was 19%.
    | 
               | 
            
               k) 
             | 
            
               Management's
                Outlook. 
             | 
          
As
      outlined in its December 31, 2006 10-K report, UTMD’s plan for 2007 is
      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. 
             | 
          
-
            10
            -
          In
      9M
      2007, UTMD failed to meet its first objective with respect to its domestic
      market share of Intran® Plus, the market-leading transducer-tipped intrauterine
      pressure catheter (IUPC) used in L&D for close surveillance of active
      management of difficult labor.  Intran sales in 9M 2007 were down $582
      compared to 9M 2006.  UTMD believes this is the result of the success
      of competitors in convincing hospital administrators that competing IUPC devices
      convey close to the same expected clinical outcomes at a lower out-of-pocket
      price, and the diminished role of physicians in purchase decisions of medical
      devices used in hospital L&D units.  For the remainder of 2007,
      UTMD will increase S&M efforts to help convey the significant difference in
      patient safety and effective outcomes when using Intran, thereby providing
      the
      least total cost of care alternative when the risk of complications and
      unnecessary device utilization are included in the purchase
      decision.  As a further consideration looking forward, UTMD’s GPO
      contract with Healthtrust Purchasing Group, representing Columbia/HCA hospitals
      among others, for its L&D and NICU devices expired on August 31,
      2007.  HPG has decided to sole source its L&D devices with a
      competitor, which UTMD believes is a violation of its code of ethics to provide
      choice when it comes to “clinician-preference” products.  HPG member
      purchases in 2006 were about $100 per month.  UTMD believes it can
      retain a significant portion of its prior HPG member hospital business since
      hospital members understand that medical devices which convey a significant
      improvement in patient safety, effectiveness and cost do not need a GPO
      contract.  UTMD believes that its devices generally convey all three
      significant improvements.
    Although
      domestic 9M 2007 sales of other devices are close to the beginning of year
      plan,
      and international sales are exceeding plan, UTMD currently expects lower overall
      sales and profit performance than it had described in the SEC Form 10-K after
      the end of 2006.
    For
      the
      other beginning of year objectives, UTMD believes it is on generally on
      track.
    | 
               | 
            
               l) 
             | 
            
               Accounting
                Policy Changes. 
             | 
          
The
      Company adopted FIN 48, Accounting for Uncertainty in Income Taxes during 9M
      2007.  Please see Note 3, above.
    Item
      3.   Quantitative and Qualitative Disclosures about
      Market Risk
    UTMD
      has
      manufacturing operations, including related assets, in Ireland denominated
      in
      the EURO, and sells products under agreements denominated in various Western
      European currencies.  The EURO and other currencies are subject to
      exchange rate fluctuations that are beyond the control of UTMD.  The
      exchange rate was 0.7055 EURO per USD as of September 30, 2007, and 0.7896
      EURO
      per USD as of September 30, 2006.  UTMD manages its foreign currency
      risk without separate hedging transactions by converting currencies to USD
      as
      transactions occur.
    Item
      4.   Controls and Procedures
    The
      company’s management, under the supervision and with the participation of the
      Chief Executive Officer and the Principal Financial Officer, evaluated the
      effectiveness of the company’s disclosure controls and procedures (as defined in
      Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of
      September 30, 2007. Based on this evaluation, the Chief Executive Officer and
      Principal Financial Officer concluded that, as of September 30, 2007, the
      company’s disclosure controls and procedures were effective.
    There
      were no changes in the company’s internal controls over financial reporting that
      occurred during the quarter ended September 30, 2007, that have materially
      affected, or are reasonably likely to materially affect, the company’s internal
      controls over financial reporting.
    -
            11
            -
          PART
      II -
      OTHER INFORMATION
    Item
      1.   Legal Proceedings
    As
      an
      update to the Company’s SEC Form 10-K, ITEM 3 - LEGAL PROCEEDINGS, for year-end
      2006, the patent infringement lawsuit with Clinical Innovations Associates
      (CIA)
      has been resolved in favor of UTMD, including repayment of UTMD’s court costs.
      In order to bring the matter to a final close, UTMD did not seek repayment
      of
      its litigation costs, and CIA did not appeal the U.S. District Court’s summary
      judgment confirming UTMD’s non-infringement.  UTMD’s litigation costs
      of the lawsuit of $406 have been included in G&A Expenses (Operating
      Expenses) spread over two years from inception of the lawsuit in 3Q 2005 through
      3Q 2007.
    Item
      1A.   Risk Factors
    In
      addition to the other information set
      forth in this report,
      investors should carefully
      consider the factors discussed in Part I, “Item 1A. Risk Factors” in
      UTMD’s Annual Report on
      Form 10-K for the year ended December 31, 2006,
      which could materially
      affect
      its business, financial
      condition or future results.  The
      risks described in the
      Annual Report on Form 10-K
      are not the only risks
      facing the
      Company. 
      Additional risks and
      uncertainties not currently
      known to UTMD or currently
      deemed
      to be immaterial also may materially adversely
      affect the
      Company’s business,
      financial condition and/or operating results.
    Item
      2.   Unregistered Sales of Equity Securities and Use of
      Proceeds
    The
      following table details purchases by UTMD of its own securities during 3Q
      2007.
    ISSUER
      PURCHASES OF EQUITY SECURITIES
    | 
               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 be Purchased
                Under
                the Plans or 
              Programs
                (1) 
             | 
          ||||
| 
               7/01/07
                - 7/31/07 
             | 
            
               5,766 
             | 
            
               $  30.14 
             | 
            
               5,766 
             | 
            |||||
| 
               8/01/07
                - 8/31/07 
             | 
            
               4,200 
             | 
            
                   29.91 
             | 
            
               4,200 
             | 
            |||||
| 
               9/01/07
                - 9/30/07 
             | 
            
               - 
             | 
            
                 
                - 
             | 
            
                 
                - 
             | 
            |||||
| 
               Total 
             | 
            
               9,966 
             | 
            
               $  30.05 
             | 
            
               9,966 
             | 
            
(1)           In
      3Q 2007 UTMD repurchased the above shares pursuant to a continued open market
      repurchase program initially announced in August 1992.  Since 1993
      through 2Q 2007, the Company has repurchased 6.4 million shares at an average
      cost of $11.81 per share including broker commissions and fees in open market
      transactions.  In addition, the Company conducted tender offer
      transactions in which it purchased an additional 2.8 million shares at an
      average cost of $9.76 per share including fees and administrative
      costs.  In total, UTMD has repurchased 9.1 million of its shares at an
      average price of $11.18 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 $8.95 per share.  All options were awarded at the market
      value of the stock on the date of the award.
    The
      frequency of UTMD’s open market share repurchases depends on the availability of
      sellers and the price of the stock.  The board of directors has not
      established an expiration date or a maximum dollar or share limit for UTMD’s
      continuing and long term consistent pattern of open market share
      repurchases.
    The
      purpose of UTMD’s ongoing share repurchases is to maximize the value of the
      Company for its continuing shareholders, and maximize its return on shareholder
      equity by employing excess cash generated by effectively managing its
      business.  UTMD
      does not intend to repurchase shares that would result in terminating its NASDAQ
      Global Market listing.
    -
            12
            -
          Item
      5.   Other Information
    On
      July
      15, 2005, UTMD filed an administrative claim with the Department of Health
      and
      Human Services (HHS), the parent of the U.S. Food & Drug Administration
      (FDA), under the Federal Tort Claims Act (FTCA), alleging abuse of process
      in
      relation to the negligence and wrongful acts of FDA employees while acting
      within the scope of their employment during the inspections, review and
      subsequent enforcement actions taken and/or attempted, including public
      statements, during the period of 2001 through 2005.
    On
      February 14, 2006 (almost seven months later), UTMD received a letter from
      HHS
      dated February 10, 2006,
    “This
      letter constitutes the notice of final determination on this claim, as required
      by 28 U.S.C. '1346(b).  Your client’s [UTMD’s] claim is not cognizable
      under the FTCA.  Accordingly, the claim of Utah Medical Products, Inc,
      is hereby denied.”
    On
      February 15, 2006, as part of informing public shareholders of the HHS denial,
      UTMD indicated that it had an August 9, 2006 deadline to file suit against the
      FDA in federal district court, or file a request for
      reconsideration.
    On
      August
      7, 2006, UTMD announced filing a Request for Reconsideration with HHS. The
      Request for Reconsideration which was filed on July 12, 2006 was also publicly
      posted on UTMD’s website because of UTMD’s strong belief that the claim is
      valid. The remedies requested were for the FDA to remove discredited, knowingly
      false inspection reports still publicly posted on the FDA website, conduct
      an
      independent and honest investigation of UTMD’s allegations and repay UTMD for
      its costs of defense in the FDA’s failed specious and malicious enforcement
      action.
    On
      August
      30, 2007 (almost 13 months later), UTMD received an HHS letter dated August
      25,
      which stated,
    “We
      have again reviewed your client’s claim and determined that the initial decision
      was correct.  Accordingly, the administrative tort claim of Utah
      Medical Products, Inc., is denied.
    If
      your client is dissatisfied with this determination, your client is entitled
      to
      file suit against the United States in the appropriate federal district court
      within six (6) months from the date of mailing this
      determination.”
    Independent
      of the administrative claim and request for reconsideration filed with HHS,
      since 2006 UTMD has contacted and requested, on several occasions, an
      investigation of its well-documented experience by the HHS Office of Inspector
      General, the FDA Office of Internal Affairs, and the FDA Commissioner’s Office.
      All have ignored or refused the request although clear evidence of FDA
      malfeasance was provided.  UTMD now has until February 25, 2008 to
      file suit to obtain just remedies.
    Item
      6.  Exhibits
    | 
               Exhibit
                # 
             | 
            
               SEC 
              Reference
                # 
             | 
            
               Title
                of Document 
             | 
          ||
| 
               1 
             | 
            
               31 
             | 
            
               Certification
                of CEO pursuant to Rule 13a-14(a) as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002 
             | 
          ||
| 
               2 
             | 
            
               31 
             | 
            
               Certification
                of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002 
             | 
          ||
| 
               3 
             | 
            
               32 
             | 
            
               Certification
                of CEO pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of
                the Sarbanes-Oxley Act of 2002 
             | 
          ||
| 
               4 
             | 
            
               32 
             | 
            
               Certification
                of Principal Financial Officer pursuant to 18 U.S.C. §1350, as Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002 
             | 
          
-
            13
            -
          SIGNATURES
    Pursuant
      to the requirements of the Securities Exchanges Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.
    | 
               UTAH
                MEDICAL PRODUCTS, INC. 
             | 
          |
| 
               REGISTRANT 
             | 
          |
| 
               Date:
                         11/5/07           
                 
             | 
            
               By:        /s/
                Kevin L. Cornwell 
             | 
          
| 
               Kevin
                L. Cornwell 
             | 
          |
| 
               CEO 
             | 
          |
| 
               Date:
                           11/5/07           
                   
               | 
            
               By:        /s/
                Paul O. Richins 
             | 
          
| 
               Paul
                O. Richins 
             | 
          |
| 
               Principal
                Financial Officer 
             | 
          
-
      14 -
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