UTAH MEDICAL PRODUCTS INC
10-Q, 2000-11-08
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                  Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



For quarter ended: September 30, 2000                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                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)


                               7043 South 300 West
                               Midvale, Utah 84047
                     --------------------------------------
                     Address of principal executive offices


Registrant's telephone number:      (801) 566-1200
                                    --------------


     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
                                               ---      ---

     The number of shares  outstanding  of the  registrant's  common stock as of
November 7, 2000: 5,026,803
                  ---------



<PAGE>



                           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, 2000 and December 31, 1999  .......................... 1

        Consolidated Condensed Statements of Income for the three and
        nine months ended September 30, 2000 and September 30, 1999  ....... 2

        Consolidated Statements of Cash Flows for the nine
        months ended September 30, 2000 and September 30, 1999  ............ 3

        Notes to Consolidated Condensed Financial Statements  .............. 4


  Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations  ................ 6

PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K  ...............................10


SIGNATURES  ................................................................10


<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                                      UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      --------------------------------------------
                                       CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
                                       -------------------------------------------
                                        SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                        ----------------------------------------
                                                     (in thousands)

                                                                          (unaudited)               (audited)
                                                                  SEPTEMBER 30, 2000        DECEMBER 31, 1999
                                                                  ------------------        -----------------
<S>                                                                         <C>                     <C>
ASSETS
------

CURRENT ASSETS:

Cash                                                                        $    749                $    647
Accounts receivable - net                                                      3,685                   4,077
Inventories                                                                    3,234                   3,190
Other current assets                                                             706                     624
                                                                            ---------               ---------
Total current assets                                                           8,374                   8,538

PROPERTY AND EQUIPMENT - NET                                                   9,775                  11,013

INTANGIBLE ASSETS - NET                                                        7,790                   8,205
                                                                            ---------               ---------
TOTAL                                                                       $ 25,939                $ 27,756
                                                                            =========               =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
Accounts payable                                                            $    693                $    544
Accrued expenses                                                               1,849                   2,117
                                                                            ---------               ---------
Total current liabilities                                                      2,542                   2,661

NOTES PAYABLE                                                                 12,100                   5,934

DEFERRED INCOME TAXES                                                            424                     372
                                                                            ---------               ---------
Total liabilities                                                             15,066                   8,967
                                                                            ---------               ---------
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, 2000,  5,027 shares
  December 31, 1999, 6,453 shares                                                 50                      64
Cumulative foreign currency translation adjustment                            (1,840)                 (1,250)
Retained earnings                                                             12,663                  19,975
                                                                            ---------               ---------
Total stockholders' equity                                                    10,873                  18,789
                                                                            ---------               ---------
TOTAL                                                                       $ 25,939                $ 27,756
                                                                            =========               =========
see notes to consolidated condensed financial statements
</TABLE>

                                                            -1-



<PAGE>
<TABLE>
<CAPTION>

                                  UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                  --------------------------------------------
                             CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS FOR THE
                             -------------------------------------------------------
                      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
                      ---------------------------------------------------------------------
                                            (in thousands - unaudited)

                                                        THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                           SEPTEMBER 30,                       SEPTEMBER 30,
                                                   ---------------------------          ---------------------------
                                                      2000             1999                2000             1999
                                                   ----------       ----------          ----------       ----------
<S>                                                <C>              <C>                 <C>              <C>
NET SALES                                          $   6,882        $   7,568           $  20,503        $  21,905

COST OF SALES                                          3,053            3,464               9,130           10,244
                                                   ----------       ----------          ----------       ----------
GROSS MARGIN                                           3,829            4,104              11,373           11,661
                                                   ----------       ----------          ----------       ----------
EXPENSES:

Selling, general and administrative                    1,538            1,658               4,775            5,092
Research & development                                   139              194                 439              556
                                                   ----------       ----------          ----------       ----------
Total                                                  1,677            1,852               5,214            5,648
                                                   ----------       ----------          ----------       ----------
INCOME FROM OPERATIONS                                 2,152            2,252               6,159            6,013

OTHER INCOME                                              53               71                 124              293
                                                   ----------       ----------          ----------       ----------
INCOME BEFORE INCOME TAX EXPENSE                       2,205            2,323               6,283            6,305

INCOME TAX EXPENSE                                       795              836               2,264            2,270
                                                   ----------       ----------          ----------       ----------
NET INCOME                                         $   1,410        $   1,487           $   4,019        $   4,035
                                                   ==========       ==========          ==========       ==========
BASIC EARNINGS PER SHARE                           $    0.24        $    0.22           $    0.64        $    0.54
                                                   ==========       ==========          ==========       ==========
DILUTED EARNINGS PER SHARE                         $    0.23        $    0.22           $    0.64        $    0.54
                                                   ==========       ==========          ==========       ==========
SHARES OUTSTANDING - BASIC                             5,976            6,727               6,268            7,435
                                                   ==========       ==========          ==========       ==========
SHARES OUTSTANDING - DILUTED                           6,015            6,774               6,293            7,448
                                                   ==========       ==========          ==========       ==========
</TABLE>

see notes to consolidated condensed financial statements

                                                           -2-




<PAGE>
<TABLE>
<CAPTION>

                            UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                            --------------------------------------------
                           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                           -----------------------------------------------
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
                 -------------------------------------------------------------------
                                     (in thousands - unaudited)


                                                                                   SEPTEMBER 30,
                                                                        ----------------------------------
                                                                           2000                      1999
                                                                        ----------                ----------
<S>                                                                     <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                              $   4,019                $   4,035
                                                                        ----------               ----------
Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                                           1,668                    1,615
    Provision for (recovery of) losses on accounts receivable                  22                      (20)
    (Gain)/Loss on disposal of assets                                          (1)                      (1)
    Deferred income taxes                                                     (11)                     (94)
    Tax benefit attributable to exercise and disposition
      of incentive stock options and stock purchase rights                      7                        1
Changes in operating assets and liabilities:
    Accounts receivable - trade                                               278                     (312)
    Accrued interest and other receivables                                      7                      370
    Inventories                                                               (61)                     754
    Prepaid expenses                                                          (19)                     (34)
    Accounts payable                                                          172                       35
    Accrued expenses                                                         (246)                     (88)
    Deferred revenue                                                            0                       (2)
                                                                        ----------               ----------
Total adjustments                                                           1,816                    2,224
                                                                        ----------               ----------
Net cash provided by operating activities                                   5,835                    6,259
                                                                        ----------               ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
    Property and equipment                                                   (281)                    (535)
    Intangible assets                                                        (250)                      (2)
Proceeds from sale of property and equipment                                   11                        1
                                                                        ----------               ----------
Net cash used in investing activities                                        (520)                    (536)
                                                                        ----------               ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                         86                       98
Common stock purchased and retired                                        (11,438)                 (12,058)
Increase in note payable                                                    6,166                    5,444
                                                                        ----------               ----------
Net cash used in financing activities                                      (5,186)                  (6,516)
                                                                        ----------               ----------
Effect of exchange rate changes on cash                                       (27)                      (4)
                                                                        ----------               ----------
NET INCREASE (DECREASE) IN CASH                                               102                     (798)

CASH AT BEGINNING OF PERIOD                                                   647                    1,367
                                                                        ----------               ----------
CASH AT END OF PERIOD                                                    $    749                 $    569
                                                                        ==========               ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for income taxes                             $2,522                   $2,247
  Interest                                                                   $277                     $167

see notes to consolidated condensed financial statements
</TABLE>

                                                        -3-


<PAGE>


                           UTAH MEDICAL PRODUCTS, INC.
                           ---------------------------
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (unaudited)

(1) The unaudited  financial  statements  presented herein 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  generally  accepted  accounting
principles.  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,  1999.
Although  the  accompanying  financial  statements  have  not been  examined  by
independent   accountants  in  accordance  with  generally   accepted   auditing
standards,  in the opinion of management,  such financial statements include all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
summarize fairly the Company's financial position and results of operations.

(2)  Inventories  at September  30, 2000 and  December  31, 1999 (in  thousands)
consisted of the following:

                                                    September 30,   December 31,
                                                        2000           1999
                                                       ------         ------
     Finished goods                                    $  945         $  846
     Work-in-process                                      960            962
     Raw materials                                      1,329          1,382
                                                       ------         ------
     Total                                             $3,234         $3,190
                                                       ======         ======

(3) The Company has adopted SFAS No. 130, "Reporting Comprehensive Income." This
standard   requires   companies  to  disclose  certain  changes  in  equity  not
represented in net income such as foreign currency  translation  adjustments and
unrealized  gains/losses  on  available-for-sale  securities.  These  items  are
components  of other  comprehensive  income  which,  when  added to net  income,
represent total comprehensive income. The Company translates the currency of its
Ireland  subsidiary  which  comprises  the only  element of other  comprehensive
income.  Total  comprehensive  income for the  quarter  and nine  months  ending
September 30, 2000 was (in thousands) $1,073 and $3,429, respectively.

(4) On  September  19, 2000,  UTMD  reported  final  results of its tender offer
announced August 10, 2000. A total of 1,608,225 shares were validly tendered and
not withdrawn,  and 1,118,944 of those shares were purchased by the Company at a
price of $8.20 per  share.  Transaction  costs were  about  $24,000.  The shares
purchased represent about 18% of shares outstanding prior to the tender offer.

(5) In June  1999,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards  (SFAS) No. 137,  "Accounting  for
Derivative Instruments and Hedging Activities- Deferral of the Effective Date of
FASB Statement No. 133." SFAS 133 establishes accounting and reporting standards
for derivative instruments and requires recognition of all derivatives as assets
or liabilities in the statement of financial  position and  measurement of those
instruments at fair value.  SFAS 133 is now effective for fiscal years beginning
after June 15, 2000. UTMD believes that the adoption of SFAS 133 will not have a
material effect on the financial statements of the Company.

(6)  Forward-Looking Information
     This report  contains  certain  forward-looking  statements and information
relating to the Company that are based on the beliefs of  management  as well as
assumptions made by, and information  currently  available to, management.  When
used in this document,  the words "anticipate,"  "believe," "should," "project,"
"estimate,"  "expect," "intend" and similar  expressions,  as they relate to the
Company or its management, are intended to identify forward-looking  statements.
Such statements reflect the current view of the Company respecting future events
and are subject to certain risks, uncertainties, and assumptions,  including the
risks and uncertainties noted throughout the document.  Although the Company has
attempted to identify  important  factors that could cause the actual results to
differ  materially,  there may be other factors that cause the forward statement
not to come true as anticipated,  believed,  projected,  expected,  or intended.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying

                                       -4-

<PAGE>



assumptions  prove  incorrect,  actual results may differ  materially from those
described herein as anticipated,  believed, projected,  estimated,  expected, or
intended.
     General  risk factors that may impact the  Company's  revenues  include the
market  acceptance  of  competitive   products,   obsolescence   caused  by  new
technologies,  the possible  introduction  by  competitors  of new products that
claim to have many of the  advantages of UTMD's  products at lower  prices,  the
timing and market  acceptance  of UTMD's own new product  introductions,  UTMD's
ability to efficiently  manufacture  its products,  including the reliability of
suppliers,  success in gaining access to important global distribution channels,
marketing  success  of  UTMD's   distribution  and  sales  partners,   budgetary
constraints,  the timing of regulatory  approvals for new products,  third party
reimbursement,  and  access  to  U.S.  hospital  customers,  as that  access  is
increasingly constrained by group purchasing decisions.
     Risk factors,  in addition to the risks outlined in the previous  paragraph
that may impact the  Company's  assets and  liabilities,  as well as cash flows,
include risks inherent to companies  manufacturing  products used in health care
including  claims  resulting  from the improper use of devices and other product
liability claims, defense of the Company's intellectual property, productive use
of assets in  generating  revenues,  management  of  working  capital  including
inventory  levels  required to meet delivery  commitments at a minimum cost, and
timely collection of accounts receivable.
     Additional  risk factors that may affect  non-operating  income include the
continuing viability of the Company's technology license agreements, actual cash
and investment balances, asset dispositions, and acquisition activities that may
require external funding.

                                       -5-

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

General
      UTMD  manufactures  and  markets  a  well-established  range of  specialty
medical  devices.  The  general  characteristics  of  UTMD's  business  have not
materially changed over the last several reporting  periods.  The Company's Form
10-K Annual  Report for the year ended  December  31,  1999  provides a detailed
description of products,  technologies,  markets,  regulatory  issues,  business
initiatives,  resources and business risks,  among other details,  and should be
read in conjunction  with this report.  Because of the relatively  short span of
time,  results for any given three month  period in  comparison  with a previous
three month period may not be indicative of comparative  results for the year as
a whole.  Dollar  amounts in the report are expressed in thousands,  except per-
share amounts and where otherwise noted.

Analysis of Results of Operations

   a) Overview
      Sales in third quarter (3Q) 2000 declined 9% from 3Q 1999, with about half
of the decline  coming from lower sales of components  to other  medical  device
companies  (OEM sales) which  declined  25%, and about half from direct sales to
U.S.  hospitals  which declined 6%.  Operating  profits  declined just 4% due to
higher gross profit margins and tightly controlled  operating expenses.  Diluted
earnings  per share (EPS) were up 7% compared to 3Q 1999 due to lower  number of
outstanding  shares.  With its strong cash flow,  UTMD was able to increase  its
long term debt balance by just $7.9 million at the same time it repurchased  1.3
million shares of its stock for $10.4 million in 3Q 2000.  Results for the first
nine months (9M) of 2000 compared to 9M 1999 were more  favorable  than the most
recent quarterly results  comparisons  detailed above.  Sales in 9M 2000 were 6%
lower than in 9M 1999, while operating  profits  increased 2% and net income was
essentially  the same.  Improved  gross  profit  margins and tightly  controlled
operating  expenses  yielded the increase in  operating  income at the same time
sales were down.  Diluted  EPS  increased  18% in 9M 2000  compared  to 9M 1999.
During 9M 2000 UTMD's long term debt balance  increased  $6.2  million  while it
repurchased 1,439,000 shares of its stock for $11.4 million.

   b) Revenues
       Domestic sales,  excluding  component sales to Baxter,  declined 8% in 3Q
2000 compared to 3Q 1999.  Sales of components to Baxter  declined 90% to $11 in
3Q 2000 from $110 in 3Q 1999.  Sales to Baxter in 9M 2000 were $118  compared to
$426 in 9M 1999.  Domestic  sales of OEM  products,  excluding  sales to Baxter,
declined  31%  in  3Q  2000  compared  to  3Q  1999.   First  nine  months  2000
international  sales  increased 7%, while  domestic  sales,  excluding  sales to
Baxter,  declined  8%.  In 3Q  2000  compared  to 3Q  1999,  combined  sales  of
obstetric,  electrosurgery/gynecology and neonatal products to customers outside
the U.S.  grew 3% while  blood  pressure  monitoring  (BPM)  sales to these same
customers were down 9%.
      In the U.S., 3Q and 9M 2000 obstetrics product sales decreased 10% and 11%
respectively,  due to increased competition,  while electrosurgery/  gynecology/
urology product sales  increased 6% and 2%  respectively,  and neonatal  product
sales  declined 7% and 2%  respectively.  Domestic  BPM sales  excluding  Baxter
declined 22% and 14% in 3Q 2000 compared to 3Q 1999,  and 9M 2000 compared to 9M
1999, respectively.
      Foreign sales of obstetrics products, increased 25% in 3Q 2000 compared to
3Q 1999, while electrosurgery/ gynecology products,  neonatal products and blood
pressure  monitoring (BPM)  components and accessories  declined 11%, 8% and 9%,
respectively.  First nine months 2000 foreign sales  increased 20%, 27%, 55% and
1%, respectively, in these same product groups.
       Obstetrics  sales were $3,293 in 3Q 2000,  compared to $3,614 in 3Q 1999.
First nine months 2000  Obstetrics  sales were $9,464  compared to $10,442 in 9M
1999.  Gyn/ES/Uro  sales were $1,152 in 3Q 2000,  compared to $1,111 in 3Q 1999.
First nine months  2000  Gyn/ES/Uro  sales were $3,385  compared to $3,229 in 9M
1999.  Neonatal  product  sales were $941 in 3Q 2000,  compared  to $1,009 in 3Q
1999. First nine months 2000 Neonatal sales were $2,770 compared to $2,774 in 9M
1999. BPM and accessories sales in 3Q 2000 were $1,496, compared to $1,834 in 3Q
1999.  First nine  months  2000 BPM sales were  $4,883  compared to $5,460 in 9M
1999.
      Global   direct  sales  were  $6,077  and  $17,950  in  3Q  and  9M  2000,
respectively, compared to $6,489 and $18,850 in the same periods of 1999. Global
OEM sales  were $805 and  $2,553 in 3Q and 9M 2000,  respectively,  compared  to
$1,079 and $3,055 in the 3Q and 9M 1999, respectively.


                                       -6-

<PAGE>



   c) Gross Profit
      UTMD's gross profit margin (GPM) in 3Q 2000 was 55.6% compared to 54.2% in
3Q 1999.  First nine  months  2000 GPM was 55.5%  compared  to 53.2% in 9M 1999.
Gross margin  improvements  were led by control of manufacturing  overhead costs
and lower  direct  materials  costs.  During  fourth  quarter  2000,  offsetting
influences  are  expected  to result  in GPM of about  55%.  Expected  favorable
influences  include  growth in sales  activity  without a  similar  increase  in
overhead expenses and a continued  emphasis on reengineering  products to reduce
costs.  Unfavorable influences are expected to be continued competitive pressure
on  pricing  and  higher  wage  rates and other  benefits  costs for  production
employees.  UTMD management believes that consistently  achieving an average GPM
above  50%  is  crucial  to  successfully  support  the  significant  sales  and
marketing, research and development, and administrative expenses associated with
an  innovative  medical  device  company  in a highly  complex  and  competitive
marketplace.

   d) Operating Profit
      Third quarter 2000 operating  profits declined 4% to $2,152 from $2,252 in
3Q 1999.  Operating  profit  increased 2% to $6,159 in 9M 2000 from $6,013 in 9M
1999.  Total operating  expenses,  including sales and marketing (S&M) expenses,
research and  development  (R&D) expenses and general and  administrative  (G&A)
expenses,  were 24.4% of sales in 3Q 2000 compared to 24.5% of sales in 3Q 1999.
Total operating  expenses were 25.4% of sales in 9M 2000 compared to 25.8% of 9M
1999 sales.  Reducing  operating  expenses as a  percentage  of sales with lower
sales is a significant achievement for the quarter.
      S&M  expenses  in 3Q 2000 were $801 or 11.6% of sales  compared to $922 or
12.2% of sales in 3Q 1999.  First nine months 2000 S&M  expenses  were $2,519 or
12.3% of sales compared to $2,859 or 13.1% of sales in 9M 1999. S&M expenses are
dominated by the costs of promoting,  selling and providing  customer support of
UTMD's direct sales of products in the U.S.  Total S&M expenses were reduced 10%
in  conjunction  with managing  expenses  relative to the actual  performance of
UTMD's domestic direct S&M resources.
      G&A expenses in 3Q 2000 were $737 compared to $736 in 3Q 1999.  First nine
months 2000 G&A expenses  were $2,256  compared to $2,233 in 9M 1999.  Legal and
amortization of goodwill costs represent a significant portion of G&A expenses.
      The  decline in R&D  expenses  in 2000  compared to 1999 was mainly due to
discontinuing  the  internal  development  of the fetal  tissue pH project.  R&D
improvements in materials and  configuration of components was evident in UTMD's
improved GPMs. At UTMD, R&D resources are kept involved in the direct support of
manufacturing, as UTMD finds it makes long-term sense to keep its most technical
people involved with products and the processes for making them throughout their
life cycles.

   e)  Non-operating income
      Royalty income from  licensing  UTMD's  technology to other  companies was
partially   offset  by  interest   expenses  and  bank  fees  on  the  revolving
line-of-credit  in 3Q and 9M  2000.  Non-operating  income  in 3Q 2000  was $53,
compared to $71 in 3Q 1999. For first nine months 2000, non-operating income was
$124 compared to $293 in 9M 1999.  Royalty  income in 3Q and 9M 2000 was $33 and
$110 less, respectively, than in the prior year's periods. Interest expenses and
bank fees associated with the line-of-credit were $84 and $280 in 3Q and 9M 2000
compared to $93 and $176 in 3Q and 9M 1999.  Considering  the initial  high debt
balance as a result of financing the September  2000 tender offer,  and assuming
minimal  changes in current  interest  rates and no new  borrowing to finance an
extraordinary  capital  requirement,  net non-operating income is expected to be
about -$125 in fourth quarter 2000.

   f) Earnings Before Income Taxes
      Third  quarter and 9M 2000  earnings  before income taxes (EBT) were 32.0%
and 30.6% of sales, respectively, compared to 30.6% and 28.8% of sales in 3Q and
9M 1999, respectively.  UTMD was able to improve EBT as a percentage of sales in
2000 relative to 1999 because of its excellent operating performance.

   g) Net Income and EPS
      UTMD's after tax net income  expressed as a percentage  of sales was 20.5%
for 3Q 2000 compared to 19.6% for 3Q 1999.  Net income  expressed in dollars was
down 5.1% at $1,410 in 3Q 2000, compared to $1,487  in 3Q  1999.   The effective
income  tax  rate  in  all  four  periods was 36.0%.  First nine months 2000 net
income was 19.6% of sales compared to 18.4% of sales in 9M 1999.

                                       -7-

<PAGE>

      Diluted 3Q 2000  earnings  per share (EPS) were up 7% to $.23  compared to
$.22 in 3Q 1999.  First nine months 2000 EPS  increased 18% to $.64 from $.54 in
9M 1999. 3Q 2000 weighted  average  number of diluted  common shares (the number
used to calculate  diluted EPS) were 6,015  compared to 6,774 shares in 3Q 1999.
First nine months 2000 diluted shares declined 16% from the same period of 1999.
Actual  outstanding  common  shares as of the end of 3Q 2000 were 5,027.  UTMD's
trailing twelve months' EPS were $.86, up 21% from the prior twelve month period
of time.

   h) Return on Shareholders' Equity (ROE)
      Annualized ROE in both 3Q and 9M 2000 was 36%,  compared to 28% and 25% in
3Q and 9M 1999, respectively.

   i) Cash flows
      EBITDA is a measure of UTMD's ability to generate cash.  First nine months
2000 EBITDA was $8,230,  up from $8,095 in 9M 1999, or as a ratio of sales,  40%
in 9M 2000 compared to 37% in 9M 1999. Because of its exceptional  EBITDA,  UTMD
was able to purchase $281 worth of assets to sustain  facilities,  equipment and
tooling  in good  working  order,  invest  $250 in new  intangible  assets,  and
repurchase  $11,438  worth of it shares,  while  increasing  its bank  revolving
line-of-credit balance by just $6,166 during 9M 2000.
      Net cash  provided by  operating  activities,  including  adjustments  for
depreciation  and other  non-cash  operating  expenses,  along  with  changes in
working capital,  totaled $5,835 in 9M 2000,  compared to $6,259 in 9M 1999. Net
changes  in  operating  assets  and  liabilities  provided  $131 in 9M 2000 cash
compared to providing $723 in 9M 1999,  with the largest 2000 changes  (adjusted
for exchange  rate changes)  coming from a $278 decrease in accounts  receivable
and a $172 increase in accounts payable,  partially offset by a $246 decrease in
accrued  expenses.  During 3Q 2000, UTMD was able to significantly  decrease its
finished goods inventories, which the Company had allowed to increase earlier in
the year in lieu of cutting  production  rates in order to  maintain  production
efficiencies during a period of temporary soft demand.
      Financing  activities  in 9M 2000  used  cash  of  $5,186,  including  the
purchase of  1,439,000  shares of stock at a total cost of  $11,438.  The $6,166
increase in the bank  line-of  credit  represents  just 54% of the cost of share
repurchases.  Exercise of employee  options  resulted in the  issuance of 12,524
shares of stock in 9M 2000, compared to 13,950 shares issued in 9M 1999.
      Management  believes that capital  spending in 9M 2000 was at a sufficient
rate  to  sustain  current   operations.   In  addition  to  sustaining  capital
expenditures,  UTMD  expects to use cash  during the rest of 2000 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  remains  undervalued,  and, if available  for a reasonable  price,
acquisitions  that  strategically  fit  UTMD's  business  and are  accretive  to
performance.  The  revolving  credit line will continue to be used for liquidity
when the timing of  acquisitions  or repurchases of stock require a large amount
of cash in a short period of time.

   j) Assets and Liabilities
      First nine  months  2000  ending  total  assets  were  $1,817 less than at
December  31,  1999.  Current  assets  decreased  as a result of lower  accounts
receivable  balances  while  net  fixed  assets  declined  because  depreciation
exceeded   replacement   purchases.   Net  intangible  assets  declined  because
amortization of goodwill and intellectual property exceeded new acquisitions. 9M
2000 ending net intangible assets represent 30% of total assets.
      Average inventory turns increased in 9M 2000 to 3.8 times, compared to 3.7
times in 9M 1999, due to lower inventories in 2000. Inventories declined $240 in
3Q 2000,  following  a $92 decline in 2Q 2000,  and a $376  increase in 1Q 2000.
Inventories  were allowed to increase in 1Q 2000 based on UTMD's belief that the
sales  decrease was  temporary.  September  30, 2000 accounts  receivable  (A/R)
balances declined 10% from 12/31/99,  compared to a 6% sales decline. Calculated
days in  receivables  at 48 for 3Q 2000  decreased  slightly from 49 at year-end
1999.  The working  capital  decrease of $45 was largely due to the  decrease in
accounts receivable.
      At the end of 3Q 2000,  UTMD's total debt ratio  increased to 58% of total
assets  from  32% at  the  end of  1999,  due  mainly  to  the  increase  in the
line-of-credit balance.


                                       -8-

<PAGE>



   k) Management's Outlook.
      UTMD has built and  continues to  successfully  defend a dominant  medical
device  market  franchise  in the most  special  areas of  hospitals  caring for
mothers and their babies, with innovative and highly effective products.
      UTMD's small direct U.S.  sales team continues to evolve as a key resource
for achieving UTMD's objectives to help identify  clinician needs,  responsively
provide  excellent  solutions  for those needs,  and assure  timely  support for
customers' use of UTMD's  solutions.  In the remaining  part of 2000,  UTMD will
investigate  ways to  expand  its U.S.  sales  coverage  through  improving  its
relationships  with national  distributors  who can access customers in ways not
available  to  UTMD's  direct  sales  force,   through   partnering  with  other
manufacturers  where a broader product offering can leverage  marketing  efforts
and   through   initiatives   to   effectively   employ   Internet   technology.
Internationally,  UTMD will  continue to build on the  success of its  effective
distribution partners.
      R&D efforts have resulted in the recent  introduction of two new products,
the  EndoCurette(TM),  and the  Gesco(R)  PICC.  The  EndoCurette,  released for
marketing  by the FDA in late May, is being  tooled for high volume  production.
The EndoCurette was developed in conjunction  with Dr. Stuart Fowler of the Mayo
Clinic to obtain a more robust tissue  sample by  physicians  trying to rule out
precancerous  change  of the  uterus  in  women  with  abnormal  bleeding.  UTMD
estimates  the current  annual U.S.  market for the device is about $25 million.
The Gesco  silicone  PICC  product  family was released by the FDA at the end of
September.  UTMD now offers the Neonatal Intensive Care Unit (NICU) the broadest
range of long term indwelling  vascular access devices available for specialized
neonatal care.  UTMD  estimates the current annual U.S.  market for the neonatal
PICC to be about  $10  million.  Both  products  fit well into  UTMD's  existing
product lines and call points for its direct sales force,  and have  significant
potential in overseas  markets as well.  Internal  R&D will  continue to be used
primarily to improve and augment existing or acquired product lines.
      Consistent with its view of the nature of the medical device industry as a
whole,   UTMD  believes  it  can  achieve  top  line  growth  through  selective
acquisitions, and plans to do so without diluting shareholder interest.


                                       -9-

<PAGE>



                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

   a) Exhibits:

                   SEC
Exhibit #       Reference #       Title of Document
---------       -----------       ------------------
   1             27            Financial data schedule


   b)     Reports on Form 8-K:

     During the quarter ended  September 30, 2000,  the Company filed no reports
on Form 8-K.



                                   SIGNATURES

          Pursuant to the requirements of the Securities  Exchanges Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  UTAH MEDICAL PRODUCTS, INC.
                                  ---------------------------
                                  REGISTRANT





Date:      11/8/00                By:  /s/ Kevin L. Cornwell
      -------------------            -------------------------------------------
                                           Kevin L. Cornwell
                                           CEO and CFO



                                      -10-


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