UTAH MEDICAL PRODUCTS INC - Quarter Report: 2007 June (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: June 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 August 6,
2007: 3,919,000.
UTAH
MEDICAL PRODUCTS, INC.
INDEX
TO FORM 10-Q
PART
I - FINANCIAL INFORMATION
|
PAGE
|
|
Item
1.
|
Financial
Statements
|
|
Consolidated
Condensed Balance Sheets as of June 30, 2007 and December 31,
2006
|
1
|
|
Consolidated
Condensed Statements of Income for the three and six months ended
June 30,
2007 and June 30, 2006
|
2
|
|
Consolidated
Condensed Statements of Cash Flows for the six months ended June
30, 2007
and June 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
1A.
|
Risk
Factors
|
12
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
12
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
13
|
Item
6.
|
Exhibits
|
13
|
SIGNATURES
|
13
|
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
UTAH
MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED
CONDENSED BALANCE SHEETS AS OF
JUNE
30, 2007 AND DECEMBER 31, 2006
(in
thousands)
(unaudited)
|
(audited)
|
|||||||
ASSETS
|
JUNE
30,
2007
|
DECEMBER
31,
2006
|
||||||
Current
assets:
|
||||||||
Cash
|
$ |
608
|
$ |
610
|
||||
Investments,
available-for-sale
|
20,474
|
20,439
|
||||||
Accounts
& other receivables, net
|
4,124
|
3,746
|
||||||
Inventories
|
3,231
|
3,037
|
||||||
Other
current assets
|
658
|
579
|
||||||
Total
current assets
|
29,095
|
28,411
|
||||||
Property
and equipment, net
|
8,317
|
8,331
|
||||||
Goodwill
|
7,191
|
7,191
|
||||||
Other
intangible assets
|
2,614
|
2,588
|
||||||
Other
intangible assets - accumulated amortization
|
(2,358 | ) | (2,334 | ) | ||||
Other
intangible assets, net
|
256
|
254
|
||||||
TOTAL
|
$ |
44,859
|
$ |
44,187
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ |
557
|
$ |
599
|
||||
Accrued
expenses
|
2,258
|
2,341
|
||||||
Current
portion of note payable
|
440
|
441
|
||||||
Total
current liabilities
|
3,255
|
3,381
|
||||||
Note
payable
|
4,041
|
4,383
|
||||||
Deferred
income taxes
|
314
|
308
|
||||||
Total
liabilities
|
7,610
|
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 - June
30,
2007, 3,924 shares and December 31, 2006, 3,944 shares
|
39
|
39
|
||||||
Accumulated
other comprehensive income
|
(716 | ) | (720 | ) | ||||
Retained
earnings
|
37,926
|
36,796
|
||||||
Total
stockholders' equity
|
37,249
|
36,115
|
||||||
TOTAL
|
$ |
44,859
|
$ |
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 SIX MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006
(in
thousands - unaudited)
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Sales,
net
|
$ |
7,211
|
$ |
7,293
|
$ |
14,329
|
$ |
14,396
|
||||||||
Cost
of goods sold
|
3,205
|
3,216
|
6,387
|
6,312
|
||||||||||||
Gross
margin
|
4,005
|
4,077
|
7,942
|
8,084
|
||||||||||||
Operating
expense
|
||||||||||||||||
Selling,
general and administrative
|
1,179
|
1,267
|
2,329
|
2,574
|
||||||||||||
Research
& development
|
109
|
215
|
205
|
283
|
||||||||||||
Total
|
1,288
|
1,482
|
2,534
|
2,857
|
||||||||||||
Income
from operations
|
2,717
|
2,595
|
5,408
|
5,227
|
||||||||||||
Other
income
|
314
|
571
|
615
|
985
|
||||||||||||
Income
before provision for income taxes
|
3,031
|
3,166
|
6,022
|
6,212
|
||||||||||||
Provision
for income taxes
|
1,046
|
1,107
|
2,093
|
2,118
|
||||||||||||
Net
income
|
$ |
1,985
|
$ |
2,059
|
$ |
3,929
|
$ |
4,094
|
||||||||
Earnings
per common shares (basic)
|
$ |
0.50
|
$ |
0.52
|
$ |
1.00
|
$ |
1.04
|
||||||||
Earnings
per common share (diluted)
|
$ |
0.50
|
$ |
0.51
|
$ |
0.98
|
$ |
1.01
|
||||||||
Shares
outstanding - basic
|
3,935
|
3,946
|
3,938
|
3,949
|
||||||||||||
Shares
outstanding - diluted
|
3,995
|
4,043
|
4,004
|
4,056
|
see
notes to consolidated condensed financial statements
2
UTAH
MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006
(in
thousands - unaudited)
June
30,
|
||||||||
2007
|
2006
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income
|
$ |
3,929
|
$ |
4,094
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
301
|
444
|
||||||
Gain
on investments
|
(511 | ) | (885 | ) | ||||
Provision
for (recovery of) losses on accounts receivable
|
0
|
4
|
||||||
Deferred
income taxes
|
-
|
(15 | ) | |||||
Stock-based
compensation expense
|
44
|
76
|
||||||
Tax
benefit attributable to exercise of stock options
|
34
|
2,155
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable - trade
|
(442 | ) | (110 | ) | ||||
Accrued
interest and other receivables
|
77
|
676
|
||||||
Inventories
|
(235 | ) | (231 | ) | ||||
Prepaid
expenses and other current assets
|
(79 | ) | (69 | ) | ||||
Accounts
payable
|
(43 | ) |
217
|
|||||
Accrued
expenses
|
(87 | ) | (436 | ) | ||||
Total
adjustments
|
(941 | ) |
1,826
|
|||||
Net
cash provided by operating activities
|
2,988
|
5,920
|
||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital
expenditures for:
|
||||||||
Property
and equipment
|
(152 | ) | (210 | ) | ||||
Intangible
assets
|
(10 | ) |
-
|
|||||
Purchases
of investments
|
(800 | ) | (3,900 | ) | ||||
Proceeds
from sale of investments
|
1,240
|
3,590
|
||||||
Net
cash (used in) provided by investing activities
|
278
|
(520 | ) | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from issuance of common stock - options
|
125
|
444
|
||||||
Common
stock purchased and retired
|
(1,240 | ) | (1,590 | ) | ||||
Common
stock purchased and retired - options
|
-
|
(2,488 | ) | |||||
Repayments
of note payable
|
(452 | ) | (403 | ) | ||||
Payment
of dividends
|
(1,697 | ) | (1,368 | ) | ||||
Net
cash used in financing activities
|
(3,264 | ) | (5,405 | ) | ||||
Effect
of exchange rate changes on cash
|
(4 | ) | (8 | ) | ||||
NET
DECREASE IN CASH
|
(2 | ) | (13 | ) | ||||
CASH
AT BEGINNING OF PERIOD
|
610
|
703
|
||||||
CASH
AT END OF PERIOD
|
$ |
608
|
$ |
690
|
||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash
paid during the period for income taxes
|
$ |
1,852
|
$ |
136
|
||||
Cash
paid during the period for interest
|
135
|
125
|
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 June 30, 2007 and December 31, 2006 (in thousands) consisted
of
the following:
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
Finished
goods
|
$ |
1,007
|
$ |
1,002
|
||||
Work-in-process
|
945
|
984
|
||||||
Raw
materials
|
1,279
|
1,051
|
||||||
Total
|
$ |
3,231
|
$ |
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 six month periods ended June 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 June 30, 2007 or December 31, 2006.
(4)
Stock-Based Compensation. At June 31, 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 June 30, 2007 and 2006, the Company
recognized $25 and $33, respectively, in compensation cost related to adoption
of the statement. In the six months ended June 30, 2007 and
2006, the Company recognized $44 and $76, respectively, in compensation cost
related to adoption of the statement.
(5)
Comprehensive Income. Comprehensive income for the three and six
months ending June 30, 2007 was $1,992 and $3,932, net of taxes,
respectively. The components used to adjust net income in order to
obtain comprehensive income were foreign currency translation adjustments of
$7
and $3, 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 2Q 2007:
Beginning
Balance, April 1, 2007
|
$ |
60
|
||
Changes
in Warranty Reserve during 2Q 2007:
|
||||
Aggregate
reductions for warranty repairs
|
(20 | ) | ||
Aggregate
changes for warranties issued during reporting period
|
-
|
|||
Aggregate
changes in reserve related to preexisting warranties
|
-
|
|||
Ending
Balance, June 30, 2007
|
$ |
40
|
(7)
Investments. As of June 30, 2007, all of the Company’s investments
are held in 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:
2Q
2007
|
2Q
2006
|
|||||||
Balance,
beginning of period
|
$ |
-
|
$ |
108
|
||||
Reversal
of unrealized gain from securities included in beginning balance,
realized
in the period
|
-
|
(163 | ) | |||||
Unrealized
holding gains (losses), in equity securities
|
-
|
(42 | ) | |||||
Deferred
income taxes on unrealized holding gain (loss)
|
-
|
80
|
||||||
Balance,
end of period
|
$ |
-
|
$ | (17 | ) |
(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
second quarter (2Q) 2007,
UTMD’s consolidated global sales were 1% lower than in 2Q 2006. 2Q
2007 earnings per share (EPS) were $.50 compared to $.51 EPS in 2Q
2006. UTMD achieved the following profitability measures for 2Q 2007
and 2Q 2006:
2Q
07
|
2Q
06
|
||
Gross
Profit Margin:
|
55.5%
|
55.9%
|
|
Operating
Profit Margin:
|
37.7%
|
35.6%
|
|
Net
Income Margin:
|
27.5%
|
28.2%
|
For
first
half (1H) 2007, UTMD’s total sales were only slightly less than in 1H 2006. 1H
2007 EPS were $0.98 compared to $1.01 EPS in 1H 2006. UTMD achieved
the following profitability as a ratio of sales in 1H 2007 and 1H
2006:
1H
07
|
1H
06
|
||
Gross
Profit Margin:
|
55.4%
|
56.2%
|
|
Operating
Profit Margin:
|
37.7%
|
36.3%
|
|
Net
Income Margin:
|
27.4%
|
28.4%
|
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 1% lower in 2Q
2007 compared to 2Q 2006. International sales were 8% higher while
domestic sales were down 5%. Domestic sales were comprised of
domestic OEM sales (sales of components to other companies for use in their
products) down 4% and domestic direct sales (sales of finished devices to users
or distributors) down 5%. 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 13% in
EURO terms, and up 21% in USD terms due to a weaker US Dollar.
Domestic
direct sales excluding
obstetrics products were about the same in 2Q 2007 as in 2Q 2006. The
domestic obstetrics product sales, which products are sold to hospitals, were
down substantially as a result of loss of market share due to significant price
reductions offered by competitors in 2007, 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
competition by continued development of unique products that provide significant
improvements in patient safety and effectiveness of care.
6
Total
1H 2007 sales were only
slightly lower than in 1H 2006. International sales increased 14% and
domestic sales decreased 5%. International sales were 30% of total
sales in 1H 2007, up from 26% in 1H 2006. 1H 2007 trade shipments
from UTMD’s Ireland facility were up 20% in US Dollar terms and 11% in EURO
terms compared to 1H 2006.
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:
2Q
2007
|
2Q
2006
|
1H
2007
|
1H
2006
|
|||||||||||||
Obstetrics
|
$ |
2,044
|
$ |
2,359
|
$ |
4,304
|
$ |
4,769
|
||||||||
Gynecology/
Electrosurgery/ Urology
|
1,563
|
1,565
|
3,125
|
2,994
|
||||||||||||
Neonatal
|
1,748
|
1,715
|
3,491
|
3,484
|
||||||||||||
Blood
Pressure Monitoring and Accessories*
|
1,856
|
1,654
|
3,409
|
3,149
|
||||||||||||
Total:
|
$ |
7,211
|
$ |
7,293
|
$ |
14,329
|
$ |
14,396
|
||||||||
*includes
molded components sold to OEM
customers.
|
International
revenues by product category:
2Q
2007
|
2Q
2006
|
1H
2007
|
1H
2006
|
|||||||||||||
Obstetrics
|
$ |
175
|
$ |
259
|
$ |
467
|
$ |
461
|
||||||||
Gynecology/
Electrosurgery/ Urology
|
545
|
552
|
1,002
|
951
|
||||||||||||
Neonatal
|
142
|
120
|
325
|
289
|
||||||||||||
Blood
Pressure Monitoring and Accessories*
|
1,374
|
1,130
|
2,520
|
2,095
|
||||||||||||
Total:
|
$ |
2,236
|
$ |
2,061
|
$ |
4,314
|
$ |
3,799
|
||||||||
*includes
molded components sold to OEM
customers.
|
For
the rest of 2007, UTMD’s
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 55.5% and 55.4% in
2Q
and 1H 2007, respectively, compared to 55.9% and 56.2% in 2Q and 1H 2006,
respectively. UTMD’s prices for its products remained generally
consistent with the prior year, but in 1H 2007 the sales mix was 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.
7
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 2Q 2007 were $194 lower than in 2Q 2006, and $323 lower in 1H 2007
than in 1H 2006. Please see the table below. Operating
expenses decreased in 2007 in large part because UTMD wrote off $130 in
intellectual property in 2Q 2006 as a one time charge, and did not have such
a
write-off in 2Q 2007. The 2Q 2006 write-off was recouped it in 3Q
2006. Operating expenses were also lower as a result of lower
litigation costs as part of G&A expenses, and lower sales and marketing
expenses when selling through international distributors. In
addition, option compensation expense included in G&A expenses was $7 lower
in 2Q 2007 and $32 lower in 1H 2007 than in the same 2006
periods. Operating expenses were 17.9% of sales in 2Q 2007 compared
to 20.3% in 2Q 2006, and 17.7% of sales in 1H 2007 compared to 19.9% in 1H
2006. For the remainder of 2007, UTMD expects to continue to hold
operating expenses as a percent of sales for R&D and G&A consistent with
the 1H2007, but increase S&M. The year end result as a percent of
sales, excluding consideration for litigation expenses which are less
predictable, is projected to be about the same for the year as
2006. The year 2007 operating profit margin, therefore, is expected
to be lower by about the same percent as the 2007 gross profit
margin.
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 2Q 2007 were 7.5% of sales compared to
8.5% of sales in 2Q 2006. S&M expenses in 1H 2007 were 7.2% of
sales compared to 8.4% of sales in 1H 2006. During the remainder of
2007, UTMD intends to increase domestic S&M expenses as a percentage of
sales, yielding a year-end percent of sales about the same is in
2006.
R&D
expenses in 2Q 2007
were 1.5% of sales compared to 2.9% of sales in 2Q 2006, and 1.4% of 1H 2007
sales compared to 2.0% of sales in 1H 2006. 2Q 2006 R&D expenses
included a $130 write-off of intellectual property which was recouped in 3Q
2006. For the remainder of 2007, UTMD expects to continue R&D
spending at a higher level as a percent of sales than in
2006.
G&A
expenses in 2Q 2007
were 8.9% of sales, the same as in 2Q 2006. G&A expenses in 1H
2007 were 9.1% of sales compared to 9.5% of 1H 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. As noted above, 1H 2007
stock-based compensation expense was $32 lower than in 1H 2006 and litigation
expenses were also lower. Excluding currently unknown litigation
costs, UTMD plans to hold G&A expenses in 2007 at a level consistent with 1H
2007 as a percent of sales.
2Q
2007
|
2Q
2006
|
1H
2007
|
1H
2006
|
|||||||||||||
S&M
Expense
|
$ |
540
|
$ |
616
|
$ |
1,026
|
$ |
1,206
|
||||||||
R&D
Expense
|
109
|
215
|
205
|
283
|
||||||||||||
G&A
Expense
|
639
|
651
|
1,303
|
1,368
|
||||||||||||
Total
Operating Expenses:
|
$ |
1,288
|
$ |
1,482
|
$ |
2,534
|
$ |
2,857
|
e) Non-operating
income
Non-operating
income in 2Q 2007
was $314 compared to $571 in 2Q 2006, and $615 in 1H 2007 compared to $985
in 1H
2006. UTMD received interest, dividends and capital gains of $266 in
2Q 2007 and $520 in 1H 2007, compared to $514 in 2Q 2006 and $886 in 1H 2006,
from investing its cash balances.
In
2Q and 1H 2007, UTMD paid
$70 and $135, respectively, compared to $63 and $125 in 2Q and 1H 2006,
respectively, for interest expense. The interest expense resulted
from UTMD’s Ireland facility borrowing 4,500 EURO (€) in December 2005 to allow
the repatriation of profits generated by its Ireland operations between 1996
and
2005. The average loan balance in 1H2007 was €3,502 compared to
€4,341 in 1H 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. 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 $330 lower than in 2006, which means
non-operating income for 2H 2007 is projected to be slightly higher than 2H
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 2Q 2007 were $3,031 compared to $3,166 in 2Q 2006. EBT in 1H
2007 were $6,022 compared to $6,212 in 1H 2006. EBT margins (EBT
divided by sales) were both 42.0% of sales in 2Q and 1H 2007, compared to
43.4%
and 43.2% in 2Q and 1H 2006, respectively.
8
g) Net
Income and
Earnings per Share
UTMD’s
net income was $1,985 in
2Q 2007 compared to $2,059 in 2Q 2006, and $3,929 in 1H 2007 compared to $4,094
in 1H 2006. Net profit margins (NPM), which are net income (after
tax) expressed as a percentage of sales, were 27.5% in 2Q 2007 compared to
28.2%
in 2Q 2006, and 27.4% in 1H 2007 compared to 28.4% in 1H 2006. The
income tax provision rates in 2Q and 1H 2007 were 34.5% and 34.8% of EBT,
respectively, compared to 35.0% and 34.1% in 2Q and 1H 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-half
percentage point higher than in 2006, which was 34.2% for the
year.
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):
2Q
2007
|
2Q
2006
|
1H
2007
|
1H
2006
|
|||||||||||||
Earnings
Per Share (EPS)
|
$ |
.497
|
$ |
.509
|
$ |
.981
|
$ |
1.010
|
||||||||
Shares
(000), Diluted
|
3,995
|
4,043
|
4,004
|
4,056
|
Diluted
2Q 2007 Earnings per
Share (EPS) were 2% lower than in 2Q 2006. Diluted 1H 2007 EPS were 3% lower
than in 1H 2006. The Company expects this trend to continue for the
remainder of 2007. UTMD repurchased 23,819 shares in 2Q 2007 and
40,719 shares in 1H 2007. Exercises of employee options in 2Q
2007 added 1,436 shares and 21,159 shares in 1H 2007 (net of 221 and 6,418
shares swapped or traded in 2Q and 1H, respectively, by individuals in payment
of the exercise price of the options). Options outstanding at June
30, 2007 were about 223,100 shares at an average exercise price of $21.49 per
share.
Increases
and decreases in
UTMD’s stock price impact 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 60,000 and 66,000
shares to actual weighted average shares outstanding in 2Q and 1H 2007
respectively, compared to 96,000 and 106,000 in 2Q and 1H 2006. The
decrease in dilution is primarily due to fewer unexercised options
outstanding. Actual outstanding common shares as of the end of 2Q
2007 were 3,924,000 compared to 3,929,600 at the end of 2Q 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 1H 2007 was 12% compared to 16% for 1H 2006. The
lower ROE in 1H 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. 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 may
be 4-5% lower than in the previous year. A lower ROE in 2007 will not
affect UTMD’s ability to internally finance its 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
$2,988 in 1H 2007 compared to $5,920 in 1H 2006. A $2,121 smaller tax
benefit from exercise of employee and outside director stock options in 1H
2007
compared to 1H 2006 was the most significant difference in the two periods,
followed by a $599 smaller increase in accrued interest and other
receivables.
9
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 $152 in 1H 2007 compared to $210 in 1H 2006. This
rate of investing in new property and equipment is required to keep facilities,
equipment and tooling in good working condition.
In
1H 2007, UTMD received $125
and issued 21,159 shares of stock upon the exercise of employee stock
options. Option exercises in 1H 2007 were at an average price of
$12.44 per share. Employees exercised a total of 27,577 option shares
in 1H 2007, with 6,418 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 $444 from issuing
124,886 shares of stock on the exercise of employee stock options in 1H 2006,
net of 145,399 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 1H 2006 to meet tax withholding requirements on
options exercised. The Company repurchased 40,719 shares of its stock
in the open market at a cost of $1,240 during 1H 2007, an average cost of $31.20
per share including commissions and fees. For comparison, UTMD
repurchased 51,632 shares of stock in the open market at a cost of $1,590 during
1H 2006.
UTMD
Ltd. (Ireland subsidiary)
made payments of $452 on its note payable during 1H 2007, compared to $403
in 2Q
2006. UTMD paid $1,697 in cash dividends in 1H 2007 compared to
$1,368 in 1H 2006, a 24% increase.
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 $300
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 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
June
30, 2007 total assets were
$672 higher than at December 31, 2006. Current assets increased $684,
primarily from a $378 increase in accounts and other receivables, including
a
$454 increase in trade accounts receivable, net of allowance for doubtful
accounts. Although inventories have increased $194 since December 31,
2006, the Company expects 2007-ending inventory balances to be about the same
as
2006-ending balances. Other current assets increased
$79. Cash and investment balances increased despite paying $1,697 in
dividends, $1,240 to repurchase shares and $452 in repayments of the note
payable in Ireland.
Working
capital was $25,840 at
June 30, 2007, a $810 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 decreased
since December 31, 2006 by $83 after payment in February 2007 of 2006 annual
management bonuses. Accrued liabilities decreased $922 since March
31, 2007 as a result of the timing of estimated income tax
payments. As a result of the working capital changes, UTMD’s current
ratio increased to 8.9 on June 30, 2007 from 8.4 at year-end 2006, and 8.2
on
June 30, 2006.
Net
property and equipment
decreased $14 in 1H 2007 after additions of $152 and an increase in the
dollar-denominated value of Ireland P&E, offset by depreciation of
$277. U.S. dollar-denominated assets in Ireland increased about $48
(after depreciation) or 1.1% during 1H 2007. Goodwill resulting from
prior acquisitions remained the same. Net intangible assets excluding goodwill
increased $2 as a result of amortization of intellectual property of $24,
additions to intangibles of $10 and the impact of exchange rate
changes. At June 30, 2007, net intangible assets including goodwill
were 17% of total assets, the same as at year-end 2006.
UTMD’s
long term liabilities
are comprised of the Ireland note payable ($4,041 on June 30, 2007) and deferred
revenue and income taxes ($314 on June 30, 2007). As of December 31,
2006, those long term liabilities were $4,383 and $308,
respectively. As of June 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 June 30, 2006 was
20%.
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
1H 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 1H 2007 were down $430 compared to 1H
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 expires 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.
Although
domestic 1H 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 after the first six months
of 2007.
l) Accounting
Policy Changes.
The
Company adopted FIN 48, Accounting
for Uncertainty in Income Taxes during 1H 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 0.7433 EURO per USD as of June 30, 2007,
and 0.7870 EURO per USD as of June 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
June
30, 2007. Based on this evaluation, the Chief Executive Officer and Principal
Financial Officer concluded that, as of June 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 June 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
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 2Q
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)
|
||||
4/01/07
- 4/30/07
|
1,899
|
$ 32.52
|
1,899
|
|||||
5/01/07
- 5/31/07
|
14,400
|
30.39
|
14,400
|
|||||
6/01/07
- 6/30/07
|
7,520
|
30.27
|
7,520
|
|||||
Total
|
23,819
|
$ 30.50
|
23,819
|
(1) In
2Q 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 $11.78 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 $11.16 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
4. Submission of Matters to a Vote of Security
Holders
On
May 11,
2007 at the annual meeting, shareholders of the Company approved the following
matter submitted to them for consideration:
Elected
Barbara A. Payne as a director of the Company;
Barbara
A. Payne: For 3,435,971
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
|
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:
8/7/07
|
By:
|
/s/
Kevin L. Cornwell
|
Kevin
L. Cornwell
|
||
CEO
|
||
Date:
8/7/07
|
By:
|
/s/ Paul O. Richins
|
Paul
O. Richins
|
||
Principal
Financial Officer
|
13