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: JuneSeptember 30, 2018
Commission File No. 001-12575


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    No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
Accelerated filer 
Non-accelerated filer
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes    No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ☒   No

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of August 7,November 6, 2018: 3,733,000.3,734,200.
 


UTAH MEDICAL PRODUCTS, INC.
INDEX TO FORM 10‑Q




PART I - FINANCIAL INFORMATION PAGE
    
 Item 1.Financial Statements 
    
  Consolidated Condensed Balance Sheets as of JuneSeptember 30, 2018 and December 31, 20171
    
  Consolidated Condensed Statements of Income for the three and sixnine months ended JuneSeptember 30, 2018 and JuneSeptember 30, 20172
    
  Consolidated Condensed Statements of Cash Flows for sixthe nine months ended JuneSeptember 30, 2018 and JuneSeptember 30, 20173
    
  Notes to Consolidated Condensed Financial Statements4
    
 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations6
    
 Item 3.Quantitative and Qualitative Disclosures About Market Risk1415
    
 Item 4.Controls and Procedures1415
    
PART II – OTHER INFORMATION   
    
 Item 1.Legal Proceedings1516
    
 Item 1A.Risk Factors1516
    
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1617
    
 Item 6.Exhibits1718
    
SIGNATURES  18


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
PART I - FINANCIAL INFORMATION 
Item 1.  Financial Statements      
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES 
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF 
JUNE 30, 2018 AND DECEMBER 31, 2017 
(in thousands) 
  
    (unaudited)  (audited) 
ASSETS
 
JUNE 30,
2018
  
DECEMBER 31,
2017
 
Current assets:      
 Cash $45,873  $39,875 
Investments, available-for-sale  0   80 
Accounts & other receivables, net  4,532   3,623 
Inventories  5,228   5,244 
Other current assets  363   366 
Total current assets  55,996   49,188 
Property and equipment, net  10,769   11,621 
Goodwill  13,925   14,092 
Other intangible assets  34,018   34,805 
Other intangible assets - accumulated amortization  (17,664)  (16,961)
Other intangible assets, net  16,354   17,844 
Total assets $97,044  $92,745 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
Accounts payable $979  $934 
Accrued expenses  4,269   4,346 
Total current liabilities  5,248   5,280 
Deferred tax liability - intangible assets  2,827   3,102 
Other long term liabilities  5,168   5,785 
Deferred income taxes  439   456 
Total liabilities  13,682   14,623 
         
Stockholders' equity:        
Preferred stock - $.01 par value; authorized - 5,000shares; no shares issued or outstanding  -   - 
Common stock - $.01 par value; authorized - 50,000 shares; issued - June 30, 2018, 3,732 shares and December 31, 2017, 3,721 shares  37   37 
Accumulated other comprehensive income (loss)  (9,876)  (8,341)
Additional paid-in capital  1,197   809 
Retained earnings  92,004   85,617 
Total stockholders' equity  83,362   78,122 
         
Total liabilities and stockholders' equity $97,044  $92,745 

UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES 
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF 
SEPTEMBER 30, 2018 AND DECEMBER 31, 2017 
(in thousands) 
    (unaudited)  (audited) 
ASSETS
 
SEPTEMBER 30,
2018
  
DECEMBER 31,
2017
 
Current assets:      
Cash $49,352  $39,875 
Investments, available-for-sale  0   80 
Accounts & other receivables, net  4,476   3,623 
Inventories  4,920   5,244 
Other current assets  307   366 
Total current assets  59,055   49,188 
Property and equipment, net  10,574   11,621 
Goodwill  13,854   14,092 
Other intangible assets  33,693   34,805 
Other intangible assets - accumulated amortization  (18,024)  (16,961)
Other intangible assets, net  15,669   17,844 
Total assets $99,152  $92,745 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
        
Current liabilities:        
Accounts payable $668  $934 
Accrued expenses  4,102   4,346 
Total current liabilities  4,770   5,280 
Deferred tax liability - intangible assets  2,698   3,102 
Other long term liabilities  2,441   5,785 
Deferred income taxes  412   456 
Total liabilities  10,321   14,623 
         
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, 2018, 3,734 shares and  December 31, 2017, 3,721 shares  37   37 
Accumulated other comprehensive income (loss)  (10,261)  (8,341)
Additional paid-in capital  1,297   809 
Retained earnings  97,758   85,617 
Total stockholders' equity  88,831   78,122 
         
Total liabilities and stockholders' equity $99,152  $92,745 
 
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, 2018 AND JUNE 30, 2017 
(in thousands, except per share amounts - unaudited) 
  
  Three Months Ended     Six Months Ended    
  June 30,  June 30, 
  2018  2017  2018  2017 
Sales, net $10,965  $10,829  $21,852  $21,088 
                 
Cost of goods sold  3,981   3,936   7,946   7,660 
Gross profit  6,984   6,893   13,906   13,428 
                 
Operating expense                
Selling, general and administrative  1,811   1,740   3,649   3,432 
Research & development  117   119   230   238 
Total operating expenses  1,928   1,859   3,879   3,670 
Operating income  5,056   5,034   10,027   9,758 
                 
Other income (expense)  500   23   538   49 
Income before provision for income taxes  5,556   5,057   10,565   9,807 
                 
Provision for income taxes  1,248   1,187   2,165   2,402 
Net income $4,308  $3,870  $8,400  $7,405 
                 
Earnings per common share (basic) $1.15  $1.04  $2.25  $1.99 
                 
Earnings per common share (diluted) $1.15  $1.04  $2.24  $1.98 
                 
Shares outstanding - basic  3,731   3,716   3,728   3,715 
                 
Shares outstanding - diluted  3,754   3,732   3,751   3,732 
                 
Other comprehensive income (loss):                
Foreign currency translation net of taxes of $0 in all periods $(2,836) $1,680  $(1,535) $2,336 
Total comprehensive income $1,472  $5,550  $6,865  $9,741 
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
 
CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE 
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND SEPTEMBER 30, 2017 
(in thousands, except per share amounts - unaudited) 
       
  THREE MONTHS ENDED     NINE MONTHS ENDED    
  SEPTEMBER 30,     SEPTEMBER 30,    
  2018  2017  2018  2017 
Sales, net $10,390  $10,125  $32,242  $31,213 
                 
Cost of goods sold  4,096   3,629   12,042   11,288 
Gross profit  6,294   6,496   20,200   19,925 
                 
Operating expense                
Selling, general and administrative  1,784   1,714   5,433   5,146 
Research & development  108   103   338   341 
Total operating expense  1,892   1,817   5,771   5,487 
Operating income  4,402   4,679   14,429   14,438 
                 
Other income (expense)  79   17   617   65 
Income before provision for income taxes  4,481   4,696   15,046   14,503 
                 
Provision for income taxes  (2,281)  1,074   (116)  3,476 
Net income $6,762  $3,622  $15,162  $11,027 
                 
Earnings per common share (basic) $1.81  $0.97  $4.07  $2.97 
                 
Earnings per common share (diluted) $1.80  $0.97  $4.04  $2.95 
                 
Shares outstanding - basic  3,733   3,719   3,730   3,716 
                 
Shares outstanding - diluted  3,753   3,738   3,752   3,734 
Other comprehensive income (loss):                
Foreign currency translation net of taxes of $0 in all periods $(385) $1,223  $(1,920) $3,559 
Total comprehensive income $6,377  $4,845  $13,242  $14,586 
 
see notes to consolidated condensed financial statements

2

UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIESUTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES 
UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
 
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWSCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS 
FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND JUNE 30, 2017 
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND SEPTEMBER 30, 2017FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND SEPTEMBER 30, 2017 
(in thousands - unaudited)(in thousands - unaudited) (in thousands - unaudited) 
   
 
Six Months Ended
June 30,
  SEPTEMBER 30,    
 2018  2017  2018  2017 
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net income $8,400  $7,405  $15,162  $11,027 
Adjustments to reconcile net income to net cash provided by operating activities     
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation  395   330   577   489 
Amortization  1,128   1,031   1,663   1,568 
Gain on Investments  (32)  0 
(Gain) loss on investments  (32)  - 
Provision for (recovery of) losses on accounts receivable  1   (1)  (1)  (2)
(Gain) loss on disposal of assets  (418)  -   (409)  - 
Deferred income taxes  (225)  (182)  (352)  (281)
Stock-based compensation expense  42   69   53   99 
Tax benefit attributable to exercise of stock options  39   21   44   25 
Changes in operating assets and liabilities:                
Accounts receivable  (992)  (1,157)
Accounts receivable - trade  (948)  (1,340)
Accrued interest and other receivables  0   (5)  0   (5)
Inventories  (45)  (100)  255   (301)
Prepaid expenses and other current assets  (3)  60   52   40 
Accounts payable  51   68   (258)  201 
Accrued expenses  (594)  203   (3,455)  803 
Total adjustments  (653)  337   (2,811)  1,296 
Net cash provided by operating activities  7,747   7,742   12,351   12,323 
                
CASH FLOWS FROM INVESTING ACTIVITIES:                
Capital expenditures for:                
Property and equipment  (201)  (114)  (255)  (174)
Intangible assets  -   -   -   - 
Purchases of investments  -   -   -   - 
Proceeds from sale of investments  74     
Proceeds from sale of property and equipment  862   - 
Net cash provided by (used in) investing activities  735   (114)
Proceeds from sale of:        
Investments  74   - 
Property and equipment  862     
Net cash (used in) provided by investing activities  681   (174)
                
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from issuance of common stock - options  347   168   436   224 
Payment of dividends  (2,011)  (984)  (3,018)  (1,969)
Net cash provided by (used in) financing activities  (1,664)  (816)
Net cash (used in) provided by financing activities  (2,582)  (1,745)
                
Effect of exchange rate changes on cash  (820)  629   (973)  738 
Net increase (decrease) in cash and cash equivalents  5,998   7,441 
        
Net increase in cash and cash equivalents  9,477   11,142 
        
Cash at beginning of period  39,875   26,296   39,875   26,296 
        
Cash at end of period $45,873  $33,737  $49,352  $37,438 
                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid during the period for income taxes $3,016  $2,676  $3,820  $3,753 
Cash paid during the period for interest  0   0   -   - 
 
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, 2017.  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.  Currency amounts are in thousands except per-share amounts and where noted.

(2)   Recent Accounting Standards.

In May 2014, new accounting guidance (ASU 2014-09) was issued that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract.  UTMD adopted this new standard on January 1, 2018, using a modified retrospective approach. In accordance with ASU 2014-09, UTMD's revenue recognition is based on standard terms & conditions of sale for like customers in addition to contracts and the performance obligations identified in them. With very insignificant and limited exceptions, the Company's performance obligation is met when it ships a physical product to a customer. The basis on which UTMD recognizes revenue was updated on January 1, 2018, but it did not result in a change to the process and timing of revenue recognition, because the previous revenue recognition method complies with ASU 2014-09.  Therefore, the adoption of ASU 2014-09 did not have an impact on UTMD's financial statements.  In accordance with this adoption disaggregated revenue is presented in Note 7.

In February 2016, new accounting guidance was issued which requires recording most leases on the balance sheet. The new lease standard requires disclosure of key information about lease arrangements and aligns many of the underlying principles of this new model with those in the new revenue recognition standard noted above. This guidance becomes effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. UTMD has yet to assess the impact that this standard will have on its consolidated financial statements when it is adopted. The only significant lease the Company anticipates it will have at that time is for the parking lot at its Utah facility.

(3)   Inventories at JuneSeptember 30, 2018, and December 31, 2017, consisted of the following:
 
 June 30,  December 31,  September 30,  December 31, 
 2018  2017  2018  2017 
Finished goods $1,307  $1,313  $1,413  $1,313 
Work‑in‑process  1,342   1,270   1,106   1,270 
Raw materials  2,579   2,661   2,401   2,661 
Total $5,228  $5,244  $4,920  $5,244 

(4)   Stock-Based Compensation. At JuneSeptember 30, 2018, the Company has stock-based employee compensation plans which authorize the grant of stock options to eligible employees and directors.  The Company accounts for stock compensation under FASB Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation.  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 JuneSeptember 30, 2018, and 2017, the Company recognized $11 and $33,$30, respectively, in stock based compensation cost.  In the sixnine months ended JuneSeptember 30, 2018, and 2017, the Company recognized $42$35 and $69,$99, respectively, in stock based compensation cost.
4


(5)   Warranty Reserve.  The Company's published warranty is: "UTMD warrants its products to conform in all material respects to all published product specifications in effect on the date of shipment, and to be free from defects in material and workmanship for a period of thirty (30) days for supplies, or twenty-four (24) months for equipment, from date of shipment.  During the warranty period UTMD shall, at its option, replace any products shown to UTMD's reasonable satisfaction to be defective at no expense to the Purchaser or refund the purchase price."

UTMD maintains a warranty reserve to provide for estimated costs which are likely to occur. The amount of this reserve is adjusted, as required, to reflect its actual experience. Based on its analysis of historical warranty claims and its estimate that existing warranty obligations were immaterial, no warranty reserve was made at December 31, 2017, or JuneSeptember 30, 2018.

(6)   Fair Value Measurements.  The Company follows ASC 820, Fair Value Measurement to determine fair value of its financial assets.  The following table provides financial assets carried at fair value measured as of JuneSeptember 30, 2018:

   Fair Value Measurements Using 
Description
Total Fair Value
at 6/30/2018
 
Quoted Prices
in Active Markets
for Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3 )
 
Equities $0  $0  $0  $0 

   Fair Value Measurements Using 
Description
Total Fair Value
at 9/30/2018
 
Quoted Prices
in Active Markets
for Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3 )
 
Equities $0  $0  $0  $0 

(7)  Global revenues (USD) by product category:

 Domestic  Outside US  Total  Domestic  Outside US  Total 
Obstetrics $891  $204  $1,095  $973  $114  $1,087 
Gynecology/Electrosurgery/Urology  2,378   3,695   6,073   1,806   3,700   5,506 
Neonatal  1,031   704   1,735   1,138   464   1,602 
Blood Pressure Monitoring and Accessories  1,181   881   2,062   1,352   843   2,195 
Total $5,481  $5,484  $10,965  $5,269  $5,121  $10,390 

(8)  Subsequent Events.  UTMD has evaluated subsequent events through the date the financial statements were issued, and concluded there were no other events or transactions during this period that required recognition or disclosure in its financial statements.

5


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

General

Utah Medical Products, Inc. (UTMD) manufactures and markets a well-established range of specialty medical devices.  The Company's Form 10-K Annual Report for the year ended December 31, 2017, 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 or six month period in comparison with a previous three or six month period may not be indicative of comparative results for the year as a whole.  Currency amounts in the report are in thousands, except per share amounts or where otherwise noted.  Currencies in this report are denoted as $ or USD = U.S. Dollars; A$ or AUD = Australia Dollars; £ or GBP = UK Pound Sterling; C$ or CAD = Canadian Dollars; and € or EUR = Euros.

Analysis of Results of Operations

a) Overview

In the secondthird calendar quarter (2Q)(3Q) and first half (1H)nine months (9M) of 2018, UTMD achieved results which reflectconform with the Company's previously announced goals for 2018.

Financial results in 3Q and 9M 2018, according to U.S. Generally Accepted Accounting Principles (GAAP), were masked by a favorable adjustment to UTMD's initial provisional estimate of its "one time" U.S. repatriation (REPAT) tax liability resulting from the "Tax Cuts and Jobs Act" (TCJA) enacted in December 2017.  UTMD's initial estimate of the combined Federal and Utah State REPAT tax was $6,288, recorded in 4Q 2017 financial results, the period in which the TCJA was enacted by Congress.  In 3Q 2018, after more IRS information became available and when UTMD's independent tax advisors completed the 2017 income tax return, it became known to the Company that the Company remains on targetactual REPAT tax liability is $3,058, resulting in a favorable $3,230 adjustment to achieve beginningUTMD's 3Q 2018 income tax provision. In addition, there is a new Global Intangible Low-Taxed Income (GILTI) tax applicable for 2018 that resulted from the TCJA, an estimate for which is included in the 3Q 2018 tax provision for the first time. All income statement categories of year goalsUTMD's operating performance are unaffected by the REPAT tax adjustment and GILTI tax estimate except for 2018.Net Income (NI), profits after tax, and Earnings Per Share (EPS).

UTMD management believes that the presentation of results excluding the favorable REPAT tax liability adjustment, and the new 2018 GILTI tax, to its 3Q 2018 and 9M 2018 income tax provision, provides meaningful supplemental information to both management and investors that is more clearly indicative of UTMD's operating results in 2018 compared to 2017.  For clarity, there is no difference in the GAAP and non-GAAP income statement numbers except for NI and EPS.

Income statement results in 2Q3Q and 1H9M 2018 compared to the same periods of 2017 were as follows:

 2Q 2018  2Q 2017  change   1H 2018   1H 2017  change  3Q 2018  3Q 2017  change   9M 2018   9M 2017  change 
Net Sales $10,965  $10,829   +1.3% $21,852  $21,088   +3.6% $10,390  $10,125   +2.6% $32,242  $31,213   +3.3%
Gross Profit  6,984   6,893   +1.3%  13,906   13,428   +3.6%  6,294   6,496   (3.1%)  20,200   19,925   +1.4%
Operating Income  5,056   5,034   +0.4%  10,027   9,758   +2.7%  4,402   4,679   (5.9%)  14,429   14,438   (0.1%)
Income Before Tax  5,556   5,057   +9.9%  10,565   9,807   +7.7%  4,481   4,696   (4.6%)  15,046   14,503   +3.7%
Net Income  4,308   3,870   +11.3%  8,400   7,405   +13.4%
Earnings per Diluted Share  1.148   1.037   +10.7%  2.239   1.985   +12.8%
NI Before REPAT Tax Adjust  3,582   3,622   (1.1%)  11,982   11,027   +8.7%
Net Income (NI)  6,762   3,622   +86.7%  15,162   11,027   +37.5%
EPS Before REPAT Tax Adjust  0.954   0.969   (1.5%)  3.194   2.953   +8.1%
Earnings per Diluted Share (EPS)  1.802   0.969   +85.9%  4.041   2.953   +36.8%

Because 32% of 1HOpposite to first half (1H) 2018, consolidatedUTMD's relative 3Q 2018 sales and 53% of 1Hperformance was reduced by a stronger USD.  Revenues in 3Q 2018 consolidated operating expenses are in foreign currencies,would have been $76 higher using the volatility ofsame foreign currency exchange (FX) rates foras in the prior year ("constant currency").  However, because of the weaker USD in 1H 2018, revenues in 9M 2018 would have been $443 lower in constant currency. The FX rate change represented 43% of the 9M 2018 sales and expenses outside the U.S. (OUS) continuedincrease relative to have an impact on period-to-period relative financial results.9M 2017. UTMD's FX rates for income statement purposes are transaction-weighted averages. The average rates from the applicable foreign currency to USD during 2Q3Q 2018 and 1H9M 2018 compared to the same periods in 2017 follow:
 
  2Q 18   2Q 17  Change   1H 18   1H 17  Change   3Q 18   3Q 17  Change   9M 18   9M 17  Change 
GBP  1.359   1.279   +6.3%  1.375   1.259   + 9.2%  1.304   1.312   (0.6%)  1.351   1.277   +5.7%
EUR  1.192   1.108   +7.5%  1.209   1.085   +11.4%  1.165   1.172   (0.6%)  1.193   1.116   +7.0%
AUD  0.756   0.750   +0.8%  0.771   0.755   + 2.1%  0.732   0.789   (7.2%)  0.758   0.766   (1.1%)
CAD  0.775   0.743   +4.2%  0.783   0.749   + 4.5%  0.765   0.800   (4.3%)  0.778   0.764   +1.8%

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UTMD's revenues invoiced in the above foreign currencies represented 31.3%32.2% of total consolidated USD sales in 2Q3Q 2018 and 32.2%32.6% in 1H9M 2018.

Although sales were higher than expected, UTMD realized pressure on its operating profit margins in 3Q 2018.
The weighted average positive impact on GBP, EUR, AUD and CAD currency revenues in 2Q 2018associated key profit margins (profits as a percentage of sales) compared to 2Q 2017 was 5.4%, increasing reported USD sales by $177.  The weighted average positive impact on GBP, EUR, AUD and CAD currency sales in 1H 2018 compared to 1H 2017 was 7.9%, increasing reported USD sales by $518. With the same FX ratestime periods in the prior calendar year were as in 2017 (constant currency terms), total consolidated 2Q 2018 sales were down 0.4%, and 1H 2018 sales were up 1.2%.follows:
   3Q18   3Q17   9M18   9M17 
Gross Profit Margin (GPM):  60.6%  64.2%  62.7%  63.8%
Operating Income Margin (OIM):  42.4%  46.2%  44.8%  46.3%
 Earnings Before Tax Margin (EBTM):  43.1%  46.4%  46.7%  46.5%
 Net Income Margin (NIM):  65.1%  35.8%  47.0%  35.3%
NIM (non-GAAP):  34.5%  35.8%  37.2%  35.3%

UTMD's consolidated Gross Profit Margin (GPM), Gross Profit (GP) divided by sales,9M 2018 GPM was squeezed primarily due to higher direct materials costs combined with lack of price increases to customers. Direct labor productivity was consistent with the prior year's periods.year.  Consolidated Operating Expenses (OE) were $69$284 higher in 2Q9M 2018 compared to 2Q 2017,9M 2017. OE are comprised of general and $210 higher in 1H 2018 compared to 1H 2017.  Eighty-threeadministrative (G&A), sales and marketing (S&M) and product development (R&D) expenses. Sixty-one percent of the increase in 2Qtotal OE came from the UK subsidiary G&A. Included in G&A expenses, the UK amortization of IIA was the same in GBP in 9M 2018 as in 9M 2017, but $91 higher because of USD/GBP FX rates. Remaining 9M 2018 UK G&A expenses were $81 higher than in 9M 2017 even though expenses were just GBP 39 higher. The remaining higher OE  was due to the change inhigher worldwide S&M expenses, which were $137 higher with very little impact due to FX rates. Seventy-eight percentU.S. S&M expenses were $85 higher in 9M 2018 than in 9M 2017, and OUS S&M expense were $52 higher, as a result of the increase in 1H 2018 OE was due to the change in FX rates.adding additional people and increasing trade show attendance.  The combination of 3.6% higher revenues, the samea lower GPM butand higher OE resulted in a 2.7% increase in 1H 2018 Operating Income (OI). about the same in 9M 2018 as in 9M 2017 despite 3% higher sales.

The 13.4%37% higher UTMD Net Income (NI) in 1H9M 2018 was primarily a result of a favorable $3,230 REPAT tax adjustment less a $50 GILTI tax provision accrual and $551 higher non-operating income (NOI) compared to 9M 2017.  Excluding the REPAT tax adjustment and GILTI tax accrual, non-GAAP NI was $955 (+8.7%) higher in 9M 2018 than in 9M 2017 due to the higher OI plus 1) non-operating income from the sale of a no longer needed storage facility in Utah,NOI and 2) a lower U.S.an average consolidated income tax provision rate.
6

rate in 9M 2018 3.6 percentage points lower than in 9M 2017 due to the TCJA.  For the same reasons as NI, Earnings Per Diluted Share (EPS) in 1H9M 2018 were up only 12.8% compared to37%.  Non-GAAP EPS, excluding the 13.4%REPAT tax adjustment and GILTI tax accrual, was $0.241 (+8.1%) higher NI, because of employee option exercises and a higher dilution calculation resulting from a higher share market price.

in 9M 2018 than in 9M 2017.  EPS for the most recent twelve months (TTM) were $2.53 per U.S. GAAP.  This includes the, which included a $6,288 4Q 2017 recognition of a $6,288 one-time U.S. and Utah repatriation tax (REPAT) on foreign subsidiary cash and cumulative earnings (E&P) resulting from the "Tax Cuts and Jobs Act" enacted in December 2017.  Excluding the REPAT tax accrual and the ($3,230) 3Q 2018 REPAT tax accrual adjustment were $3.37.  TTM non-GAAP EPS were $4.15.$4.14.

UTMD profit marginsUTMD's September 30, 2018 balance sheet compared with its December 31, 2017 balance sheet demonstrates continued strengthening. Working capital increased $10,377 in 2Q 20189M 2018. Capital expenditures for property and 1Hequipment were $255 in 9M 2018, compared to 2Q 2017 and 1H 2017 follow:
  
2Q 2018
(Apr-Jun)
  
2Q 2017
(Apr-Jun)
  
1H 2018
(Jan-Jun)
  
1H 2017
(Jan-Jun)
 
Gross Profit Margin (gross profit/ sales):  63.7%  63.7%  63.6%  63.7%
Operating Income Margin (operating income/ sales):  46.1%  46.5%  45.9%  46.3%
EBT Margin (profit before income taxes/ sales):  50.7%  46.7%  48.3%  46.5%
Net Income Margin (profit after taxes/ sales):  39.3%  35.7%  38.4%  35.1%

depreciation expense of $577. In summary, comparing the profit margins9M 2018 UTMD distributed $3,018 in 2018 time periods with 2017 periods, GPM were about the same, OIM were squeezed by higher FX rates on foreign OE, the EBTM benefited from the gain from one-time sale of unneeded assets, and the NIM  benefited from the higher EBTM combined with lower U.S. income tax rates.cash dividends to its stockholders.

UTMD's Balance Sheet continued to strengthen. June 30, 2018 ending Cash and Investments were up $5.9 million and Stockholders' Equity was up $5.2 million from December 31, 2017.  FX rates for Balance Sheetbalance sheet purposes are the applicable rates at the end of each reporting period. The FX rates from the applicable foreign currency to USD for assets and liabilities at the end of JuneSeptember 2018 and the end of DecemberSeptember 2017 follow:

 
June 30,
2018
  
December 31,
2017
  
 
change
  
September 30,
2018
  
September 30,
2017
  Change 
GBP  1.320   1.352   (2.4%)  1.306   1.340   (2.6%)
EUR  1.168   1.202   (2.9%)  1.163   1.181   (1.6%)
AUD  0.740   0.781   (5.3%)  0.724   0.784   (7.7%)
CAD  0.761   0.799   (4.7%)  0.774   0.799   (3.2%)

b) Revenues

Beginning on January 1, 2018, the Company adopted ASU 2014-09, the new revenue recognition accounting standard.  Management completed an extensive assessment and implementation of the standard, including UTMD's various contracts with customers and associated performance obligations and the Company's conclusions regarding its revenue recognition practices and procedures. Other items like commissions and rights of return were also evaluated by the Company. Management is confident that the Company has properly evaluated the standard's requirements and has arrived at appropriate conclusions in recognizing revenue in accordance with the new standard.  Those practices and procedures the Company will use to recognize revenue under the new standard are not significantly different than the methods used previously since UTMD has traditionally recognized revenue upon shipping a physical product to a customer, which is also when the Company has met its performance obligations under contracts it has with its customers that represent over 99% of its revenue. While the Company's revenue not associated with shipping a physical product is immaterial, management believes the Company's practices in recognizing that revenue is also in accordance with ASU 2014-09.

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Terms of sale are established in advance of UTMD's acceptance of customer orders.  In the U.S., Ireland, UK and Australia prior to 2017, UTMD generally accepted orders directly from and shipped directly to end user clinical facilities, as well as third party medical/surgical distributors, under UTMD's Standard Terms and Conditions (T&C) of Sale. The same was true in 2017 with the addition of direct shipments to end user facilities in Canada and France. About 14% of UTMD's domestic end user sales, excluding Femcare's Filshie Clip System sales to its exclusive U.S. distributor, CooperSurgical Inc. (CSI), go through third party med/surg distributors which contract separately with clinical facilities to provide purchasing, storage and scheduled delivery functions for the applicable facility.  UTMD's T&C of Sale to end user facilities are substantially the same in the U.S., Canada, Ireland, UK, France and Australia.

UTMD may have separate discounted pricing agreements with a specific clinical facility or group of affiliated facilities based on volume of purchases.  Pricing agreements which are documented arrangements with clinical facilities, or groups of affiliated facilities, if applicable, are established in advance of orders accepted or shipments made. For existing customers, past actual shipment volumes typically determine the fixed price by part number for the next agreement period of one year. For new customers, the customer's best estimate of volume is usually accepted by UTMD for determining the ensuing fixed prices for the agreement period. Prices are not adjusted after an order is accepted. For the sake of clarity, the separate pricing agreements with clinical facilities based on volume of purchases disclosure is not inconsistent with UTMD's disclosure that the selling price is fixed prior to the acceptance of a specific customer order.
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Total 2Q3Q 2018 consolidated sales were $136 (1.3%$265 (+2.6%) higher than in 2Q3Q 2017, and in 1Hdespite a negative FX impact of ($76).  Total 9M 2018 were $764 (3.6%$1,029 (+3.3%) higher than in 1H 2017.9M 2017, and were helped by a favorable FX impact of +$443.  Comparing 2Q3Q 2018 to 2Q3Q 2017, total U.S. domestic sales were 4%7% higher and USD sales outside the U.S. (OUS sales) were 1%2% lower. Eighty-four percent of the lower 3Q 2018 OUS sales were due to FX rate differences. Comparing 1H9M 2018 to 1H9M 2017, total U.S. domestic sales were 2%4% higher and OUS sales were 5%3% higher. Ninety-eight percent of the higher 9M 2018 OUS sales were due to FX rate differences.

U.S. domestic sales including direct sales to U.S. clinical facilities, OEM sales of components and finished devices to other companies, and sales of the Filshie Clip System to UTMD's exclusive U.S. distributor, CSI, were overall 4%$356 (+$186) and 2% (+$221)7.2%) higher in 2Q3Q 2018 and 1H 2018, respectively, compared to 2Qthan in 3Q 2017, and 1H$577 (+3.7%) higher in 9M 2018 than in 9M 2017.  U.S. domestic sales are obviously not affected by FX rate fluctuations.   U.S. domesticDomestic sales were 50%51% of total consolidated sales in 2Q3Q 2018 compared to 49% in 2Q3Q 2017, and 49%50% in 1H9M 2018 compared to 50%49% in 1H9M 2017. Sales of Femcare's Filshie Clip System to CooperSurgical Inc. (CSI) for distribution in the U.S. were $14 higher$156 (23.6%) lower in 2Q3Q 2018 compared to 2Q3Q 2017, and $38$194 (6.4%) lower in 1H9M 2018 compared to 1H9M 2017.  Femcare's sales to CSI were 22%10% of total domestic sales in 2Q3Q 2018 compared to 23%13% in 2Q3Q 2017, and 22%18% in 1H9M 2018 compared to 23%20% in 1H9M 2017. Domestic OEM sales were 26%$224 (+$193)27.1%) higher in 2Q3Q 2018 compared to 2Q3Q 2017, and 21%$548 (+$324)23.4%) higher in 1H9M 2018 compared to 1H9M 2017. Direct sales to U.S. user facilities were 1% ($22) lower$287 (+8.4%) higher in 2Q3Q 2018 compared to 2Q3Q 2017, and also 1% ($64) lower$223 (+2.2%) higher in 1H9M 2018 compared to 1H9M 2017.

The 1% lower 2Q 2018 OUS sales was due to variationconsolidated in order pattern by UTMD's China distributor of BPM kits.  Shipments to the China distributorUSD in 3Q 2018 were $337$91 (1.7%) lower than in 3Q 2017, and $452 (+2.9%) higher in 9M 2018 than in 9M 2017. Constant currency OUS sales were 0.3% lower in 2Q3Q 2018 than in 3Q 2017, and 0.1%  higher in 9M 2018 compared to 2Q9M 2017. Excluding shipments to the China distributor in both 2Q periods, OUS sales were 6% higher in 2Q 2018.

Trade sales are sales to third parties, excluding sales from one UTMD entity to another (intercompany sales). IrelandUK subsidiary USD-denominated OUS trade sales, including direct sales to France clinical facilities, were 22%26% of total OUS sales in 2Q 2018 compared to 26% of OUS sales in 2Q 2017.  Ireland subsidiary trade sales were 22% of OUS sales in 1H3Q 2018 compared to 25% of OUS sales in 1H 2017.  The lower portion of OUS sales by Ireland was due to the fact that BPM kits to UTMD's China distributor are shipped from Ireland.

Trade sales by UTMD's UK subsidiary, Femcare-Nikomed Ltd. (Femcare UK), were3Q 2017, and 27% of OUS sales in both 2Q and 1H9M 2018 compared to 24% of OUS sales in both 2Q and 1H9M 2017. Included in the Femcare UK sales were the direct sales to end users in France which comprised 8%7% of OUS sales in 2Qboth 3Q 2018 and 3Q 2017, and 8% in 9M 2018 compared to 6% in 9M 2017.  Australia subsidiary USD sales were 9% of total OUS sales in 1H 2018.
Sales of the Filshie Clip System in Europe (by UK and Ireland subsidiaries) were up about 15%.

Sales by UTMD's Australia subsidiary to Australia end user facilities were 9% of OUS sales in 2Q3Q 2018 compared to 11% in 2Q3Q 2017, and 9% in 1H9M 2018 compared to 11% in 1H9M 2017.  Filshie Clip SystemIreland subsidiary USD trade sales were weak, down 20%29% of total OUS sales in 2Q 2018 and 13% in 1H3Q 2018 compared to the same periods26% in 3Q 2017, and 25% in both 9M 2018 and 9M 2017.

Sales by UTMD's Canada subsidiary direct to Canada end user facilitiesUSD sales were 13%11% of total OUS sales in both 2Q 2018 and 1H3Q 2018 compared to 15% of OUS sales13% in both 2Q3Q 2017, and 1H 2017.  Canada Filshie Clip System sales were also weak, down 14%12% in 2Q 2018 and 9% in 1H9M 2018 compared to the same periods14% in 9M 2017.

The following table provides USD sales amounts divided into general product categories for total sales and the subset of OUS sales:

Global revenues by product category:
 
 2Q 2018  2Q 2017   1H 2018   1H 2017  3Q 2018  3Q 2017   9M 2018   9M 2017 
Obstetrics $1,095  $1,116  $2,181  $2,155  $1,087  $1,218  $3,268  $3,372 
Gynecology/ Electrosurgery/ Urology  6,073   6,106   12,275   11,944   5,506   5,529   17,781   17,473 
Neonatal  1,735   1,493   3,445   3,063   1,602   1,510   5,047   4,574 
Blood Pressure Monitoring and Accessories*  2,062   2,114   3,951   3,926   2,195   1,868   6,146   5,794 
Total: $10,965  $10,829  $21,852  $21,088  $10,390  $10,125  $32,242  $31,213 


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OUS revenues by product category:
 
  2Q 2018  2Q 2017   1H 2018   1H 2017 
Obstetrics $204  $216  $413  $360 
Gynecology/ Electrosurgery/ Urology  3,695   3,717   7,602   7,276 
Neonatal  704   479   1,449   997 
Blood Pressure Monitoring and Accessories*  881   1,121   1,652   1,941 
Total: $5,484  $5,533  $11,116  $10,574 
  3Q 2018  3Q 2017   9M 2018   9M 2017 
Obstetrics $114  $172  $527  $533 
Gynecology/ Electrosurgery/ Urology  3,700   3,691   11,302   10,966 
Neonatal  464   543   1,913   1,540 
Blood Pressure Monitoring and Accessories*  843   805   2,495   2,746 
Total: $5,121  $5,211  $16,237  $15,785 
*includes assemblies and molded components sold to OEM customers.

Additional comments onLooking forward, sales in 4Q 2018 are expected to be lower than in 4Q 2017 from two main sources which are both related to the above tables:timing of shipments to a third party distributor:
 
1)Year-to-date global sales were up in all product categories.
2)Filshie Clip System sales represented 67% of both 2Q and 1H 2018 Gyn/ES/Uro product category sales. With 2Q 2018 U.S. sales of the Filshie Clip System (to UTMD's exclusive distributor, CSI) about the same as in 2Q 2017, the higher Filshie Clip System 2Q 2018 sales in Europe offset the lower sales in Australia and Canada. For 1H 2018, global Filshie Clip System sales were up 4% despite CSI sales, representing 28% of total Filshie Clip System sales, being 2% lower.
3)The uneven order patterns of OUS distributors is especially evident in neonatal and BPM product categories. For example, UTMD's China distributor for BPM devices ordered $337 lesskits has in 2Qthe past typically purchased about $400 per shipment, representing about a three month supply. At the distributor's request, there were five such shipments in 2017 totaling $1,964. There have been three shipments in 9M 2018 totaling $1,248, with nothing additional scheduled for 4Q 2018. The resulting lower sales to this distributor in 4Q 2018 compared to 4Q 2017 is $425.  This distributor's annual blanket order for 2019 for $1,699, which has been received, is scheduled for four shipments.

2)CSI, Femcare's U.S. distributor for the Filshie Clip System, per the Distribution Agreement, receives six shipments per year - typically two shipments per calendar quarter in the first half of the year, and one shipment per quarter in the second half of the year. There have been five shipments in 9M 2018 totaling $2,840 compared to $3,033 in 9M 2017. The final CSI shipment scheduled in 4Q 2018 is about $272 lower than in 2Q4Q 2017.  UTMD's OUS distributors for neonatal devices ordered $199 moreAs a result, total Femcare shipments to CSI in 2Q 2018 compared to 2017 are expected to be $465 (12%) lower than in 2Q 2017.  Sales to CSI in 2017 compared to 2016 were 28% higher than in 2016.

Looking forward, CSI current forecasts indicate $424As sales to these two distributors are in fixed USD, fluctuations in FX rates do not affect the revenue numbers. Although UTMD considers the lower 2H 2018 purchases than in 2H 2017, and UTMD's China distributor for BPM devices, which placed an annual fixed order, has no shipments scheduled in 4Q 2018 resulting in 2Hcompared to 4Q 2017 sales to these distributors to represent quarterly order pattern fluctuations, not a trend, management does not believe that UTMD will make up the almost $700 lower 4Q 2018 sales another $402 lower thanfrom growth in 2Hother areas because of a likely negative change in average 4Q 2018 FX rates compared to 4Q 2017. Trump administration trade policies may have negative consequences as direct exports from Utah representComparing the (above) September 30, 2018 FX rates used for balance sheet purposes with the (above) weighted-average FX rates for the 3Q 2018 income statement revenues and expenses, indicates a recent trend in declining value of foreign currencies relative to the USD.  The trend did continue in October 2018.    Although management typically does not try to project changes in FX rates, which it considers to be futile, since about 14%one-third of total sales, whichconsolidated revenues are invoiced in foreign currencies, there could be losta negative FX impact on same foreign currency sales relative to 4Q 2017 as much as another $100.  There is an additional 4Q FX rate negative impact risk that foreign distributors which purchase UTMD products in USDs (roughly one-sixth of total consolidated sales) might delay purchases to 2019 if receiving countries increase tariffs on U.S. goods.  Further, possible increased tariffs in Ireland, the UK, Australia and Canada on components and finished devices manufactured in Utah and sold on an intercompany basis could substantially increase subsidiary costs and reduce OUS sales made by UTMD's subsidiaries. Whilethey think the USD was weaker in 1H 2018 than in 1H 2017, which benefited 1Hwill weaken later, and they have sufficient inventory to support that gamble.

Despite the anticipated lower 4Q 2018 sales in USD terms oncompared to 4Q 2017, UTMD expects to meet or exceed its beginning of year projection of flat sales for the 2018 year as a comparative basis, it presently is stronger than the average foreign FX rates in 2H 2017, which, if it persists, would have a negative effect on 2H 2018 USD sales on a comparative basis.whole.

c) Gross Profit (GP)

GP results from subtractingis revenues (sales) minus the cost of manufacturing and shipping products to customers (direct materials, direct labor, manufacturing overhead and shipping costs),(CGS) or the purchase price of distributed finished products manufactured by other companies, from revenues.  At UTMD,devices for resale. CGS is comprised of direct labor (DL), direct materials (DM) and manufacturing overhead costs fully absorb indirect costs including depreciation of manufacturing equipment and facilities, quality assurance, materials requirements planning and purchasing, manufacturing engineering, production supervision, shipping, royalties paid to other entities and health plan benefits for both direct and indirect manufacturing personnel.(MOH).  UTMD's consolidated GPM remained consistentGP in 2Q3Q 2018 despite noticeable increases in variable manufacturing costs – direct labor and materials. Just the expectation of tariffs on metals, for example, caused aluminum and stainless steel component vendors to substantially increase prices for parts used in UTMD's electrosurgical generators and specialty electrodes.  The higher variable costs were offset by better absorption of overheads and improved productivity.  Higher variable costs in combination with projected lower sales in 2H 2018, leading to lower absorption of manufacturing overheads, leads management to expect GPMs in 2H 2018 will bewas $203 lower than in 2H3Q 2017, while sales were $265 higher. UTMD's 9M 2018 GP was only $275 higher than in 9M 2017, while sales were $1,029 higher. This GP dilution obviously resulted from lower GPMs (GP divided by sales) as shown in the table above.

DM expense represented 53.6% of CGS in 3Q 2018 compared to 50.3% of CGS in 3Q 2017. The 3Q 2017 GPM was helped by a favorable $80 adjustment in UTMD's U.S. health plan reserve (representing about 0.8 GPM percentage points for the quarter) due to better than expected employee medical cost experience, which did not recur in 3Q 2018. Except for that one-time 3Q 2017 reserve adjustment, DL and MOH productivity in both 3Q and 9M 2018 was consistent with 3Q and 9M 2017 on a variable sales basis. Expected higher tariffs are playing a role in UTMD vendor quotes for DM. With only a few exceptions, UTMD has not yet raised finished device prices to its customers in response to higher DM costs.

d) Operating Income (OI)

OI is GP minus Operating Expense (OE).  Due to lower GP and higher OE, OI in 3Q and 9M 2018 was $4,402 and $14,429 respectively, compared to $4,679 and $14,438 in 3Q and 9M 2017 respectively. Although lower OI with higher sales diluted UTMD's 3Q and 9M 2018 OIMs compared to 3Q and 9M 2017, per the table above, UTMD's continued excellent OIM remains key to its financial success.
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OE are comprised of general and administrative (G&A), expenses, sales and marketing (S&M) expenses and product development (R&D) expenses. Consolidated USD-denominated OE were $1,928$1,892 in 2Q3Q 2018 (17.6%(18.2% of consolidated revenues) compared to $1,859$1,817 in 2Q3Q 2017 (17.2%(17.9% of consolidated revenues). Consolidated OE were $3,880$5,771 in 1H9M 2018 (17.8%(17.9% of revenues) compared to $3,670$5,487 in 1H9M 2017 (17.4%(17.6% of revenues).

OE  3Q 2018  3Q 2017  Change   9M 2018   9M2017  Change 
S&M  $452  $364   + 88  $1,291  $1,154   + 137 
G&A   1,332   1,350   (18)  4,142   3,993   + 149 
R&D   108   103   + 5   338   341   (2)
Total OE:  $1,892  $1,817   + 75  $5,771  $5,487   + 284 

S&M expenses were 4.3% of revenues in 3Q 2018 compared to 3.6% of revenues in 3Q 2017. In 9M 2018, S&M expenses were 4.0% of revenues compared to 3.7% of revenues in 9M 2017. Consolidated S&M expenses increased because UTMD added a marketing person in the case of OE, higherU.S. and a fluent French-speaking S&M person in the UK to help better service direct accounts in France.  UTMD also expanded participation in clinical trade shows in 9M 2018.  In addition, although changed FX rates (weaker USD) fordid not increase 3Q 2018 OUS OE reduce OI. The OE of UTMD's foreign subsidiaries in the aggregate in 2Qsubsidiary S&M expenses relative to 3Q 2017, they did increase 9M 2018 and 1H 2018 would have been $57 and $163 lower, respectively, in constant currency.OUS S&M expense by $15.  In other words, 11% of the 9M consolidated S&M expense increase was due to FX rate impact on OE represented 83% of the total increase in 2Q 2018 OE and 78% of the total increase in 1H 2018 OE.differences.

OI in 2Q 2018 and 1H 2018 was $5,056 and $10,027 respectively, compared to $5,034 and $9,758 in 2Q 2017 and 1H 2017 respectively. Because of consistent GPMs and continuing tightly controlled OE, UTMD's 2Q and 1H 2018 excellent but slightly FX rate diluted OIM was 46.1% and 45.9% respectively, compared to 46.5% and 46.3% in the same periods of 2017.
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Consolidated S&M expenses in 2Q 2018 were $430 (3.9% of sales) compared to $409 (3.8% of sales) in 2Q 2017, and were $839 (3.8% of sales) in 1H 2018 compared to $790 (3.8% of sales) in 1H 2017.  S&M expenses include all customer support costs including training. In general, training is not required for UTMD's productsmedical devices since they are well-established and have been clinically widely used. Written "Instructions For Use" are packaged with all finished devices. Although UTMD does not have any explicit contracts with customers to provide training, it does have agreements in the U.S. and UK under which it agrees to provide hospital members inservice and clinical training as required and reasonably requested.

UTMD promises prospective customers that it will provide, at no charge in reasonable quantities, copies of instruction materials developed for the use of its products. UTMD provides customer support from offices in the U.S., Canada, the UK, Ireland and Australia by telephone, and employed representatives on a geographically dispersed basis, to answer user questions and help troubleshoot any user issues. Occasionally, on a case-by-case basis, UTMD may utilize the services of an independent practitioner to provide educational assistance to clinicians.  All inservice and training expenses are routinely expensed as they occur.  All of these services are allocated from S&M overhead costs included in OE.  Historically, marginal consulting costs have been immaterial to financial results.

R&DG&A expenses were 12.8% of revenues in 2Q 2018 were $117 compared to $119 in 2Q 2017 (1.1% of sales in both periods), and were $230 in 1H3Q 2018 compared to $23813.3% of revenues in 1H3Q 2017. In both 9M 2018 and 9M 2017, (1.1% of sales in both periods).

Consolidated G&A expenses were $1,382 (12.6%12.8% of sales) in 2Q 2018 compared to $1,330 (12.3% of sales) in 2Q 2017, and were $2,810 (12.9% of sales) in 1H 2018 compared to $2,643 (12.5% of sales) in 1H 2017. Consolidated G&A expenses included non-cash expense from the amortization of IIA resulting from the Femcare acquisition of $542 (4.9% of consolidated revenues) in 2Q 2018 and $1,097 (5.0% of consolidated revenues) in 1H 2018, compared to $510 (4.7% of consolidated revenues) in 2Q 2017 and $1,004 (4.8% of consolidated revenues) in 1H 2017. The IIA amortization expense increases were only due to FX rate changes, since the IIA amortization expense was £399 in both 2Q 2018 and 2Q 2017, and £798 in both 1H 2018 and 1H 2017.

revenues. G&A expenses include the cost of outside financial auditors and corporate governance activities related to the implementation of SEC rules resulting from the Sarbanes-Oxley Act of 2002, as well as estimated stock-based compensation cost, a noncash expense. Option compensation expense included in G&A expenses was $11 in 2Q3Q 2018 compared to $33$30 in 2Q3Q 2017, and $42$53 in 1H9M 2018 compared to $69$99 in 1H9M 2017.  G&A expenses also include the amortization of identifiable intangible assets (IIA) which resulted from the 2011 Femcare acquisition.  Although the amortization expense in GBP was the same for the respective periods in both 2018 and 2017, in USD terms 3Q 2018 amortization of IIA was $2 lower than in 3Q 2017, and in 9M 2018 $91 higher than in 9M 2017.  In other words, the FX rate change impact on IIA asset amortization expense represented 61% of the increase in consolidated 9M 2018 G&A expenses. Including all G&A expenses, the FX rate change represented 92% of the $149 increase in total consolidated G&A expenses in 9M 2018 compared to 9M 2017. The FX rate change represented 49% of the $18 decrease in total consolidated G&A expenses in 3Q 2018 compared to 3Q 2017. In other words, in the aggregate there were no significant changes to G&A expenses other than the FX rate impact.

Summary comparisonR&D expenses were 1.0% of (USD) consolidated operating expenses:sales in both 3Q 2018 and 3Q 2017. R&D expenses were 1.0% of sales in 9M 2018 compared to 1.1% of sales in 9M 2017. As virtually all R&D expenses were in the U.S., there was no FX rate impact.
 
  2Q 2018  2Q 2017   1H 2018   1H 2017 
S&M Expense $430  $410  $839  $790 
R&D Expense  117   119   230   238 
G&A Expense  1,382   1,330   2,810   2,642 
Total Operating Expenses: $1,928  $1,859  $3,880  $3,670 
Variations in R&D expenses result from costs of projects, including engineering time, in different stages of completion. At UTMD, R&D engineers also devote much of their time to manufacturing process improvements.
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e) Non-operating expense (NOE)/ Non-operating income (NOI)

NOE/NOI includes the combination of 1) expenses from loan interest and bank fees; 2) expenses or income from losses or gains from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms; and 3) income from rent of underutilized property, investment income and royalties received from licensing the Company's technology.technology; and 4) losses or gains from dispositions of assets. Negative NOE is NOI.  Net NOI in 2Q3Q 2018 was $501$79 compared to $23 NOI$17 in 2Q3Q 2017. Interest income on cash balances in the U.S. were $60 higher in 3Q 2018 than in 3Q 2017 due to higher interest rates and cash repatriated from OUS subsidiaries. Net NOI in 1H9M 2018 was $538$617 compared to $49 NOI$66 in 1H9M 2017.  IncludedThe difference in the 2Q9M 2018 NOIcompared to 9M 2017 was largely due to a one-time $418 gain on the sale of a storage facility in Utah that iswas no longer needed, and a $32 gain on the sale of other investments.  Theinvestments, in 2Q 2018.  There were no similar asset dispositions in 2017. Although in all four periods of time UTMD experienced a gain on remeasured foreign currency balances (RFCB), the gains were minimal. In 3Q 2018 the RFCB gain was $3 compared to a gain of $4 in 2Q3Q 2017.  In 9M 2018, the gain on RFCB was $10 compared to a loss/gain of $0$5 in 2Q 2017.  In 1H 2018, the gain on remeasured foreign currency balances was $8 compared to a gain of $1 in 1H9M 2017.  Royalties received were $19$18 in 2Q3Q 2018 compared to $19$23 in 2Q3Q 2017, and $41$60 in 1H9M 2018 compared to $42$65 in 1H9M 2017.
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f) Income Before Income Taxes (EBT)

Consolidated EBT results from subtracting net NOEnon‑operating expense (NOE) from, or adding net non-operating income (NOI) to, OI.  NOE includes 1) any loan interest, which there was none in 2017 or 2018, 2) bank fees and 3) losses from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms, minus NOI from or to, as applicable, consolidated OI.  1) rent of underutilized property, 2) investment income, 3) gains from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms, 4) gains from the sale of assets and 5) royalties received from licensing the Company's technology. NOI is negative NOE. For clarity, the REPAT tax adjustment and 2018 GILTI tax estimated accrual do not affect EBT.

Consolidated 2Q3Q 2018 EBT was $5,556 (50.7%$4,481 (43.1% of sales) compared to $5,057 (46.7%$4,696 (46.4% of sales) in 2Q3Q 2017. The difference was almost entirely due to lower GP in 3Q 2018 than in 3Q 2017. Consolidated 1H9M 2018 EBT was $10,565 (48.3%$15,046 (46.7% of sales) compared to $9,807$14,503 (46.5% of sales) in 1H9M 2017. Although not directly relatedIn 9M 2018, $275 higher GP was offset by $284 higher OE.  Consequently, the $542 (+3.7%) higher EBT in 9M 2018 compared to sales, 2018 EBTMs were enhanced by the one-time NOI9M 2017 was essentially due to higher NOI. There was a $450 gain from salesales of assets.assets in 2Q 2018 that did not occur in 2017. The remeasured currency gain in 9M 2018 was $10 compared to $5 in 9M 2017. The remaining difference was due to higher interest income from UTMD's cash bank balances.

The EBT of UTMD's subsidiaries in Ireland and the UK results not only from trade sales but also intercompany sales. For clarity, the subsidiary profit resulting from intercompany sales is eliminated in UTMD's consolidated income results. Utah Medical Products, Inc. (U.S.) was $2,885 in 2Q 2018 compared to $2,233 in 2Q 2017, and $5,136 in 1H 2018 compared to $4,484 in 1H 2017. TheLtd's (Ireland) EBT of Utah Medical Products, Ltd (Ireland) was EUR 9432,499 in 2Q9M 2018 compared to EUR 8752,229 in 2Q 2017,9M 2017. The higher 9M 2018 EBT in Ireland was due to 9% higher combined trade and EUR 1,740 in 1H 2018 compared to EUR 1,512 in 1H 2017 . Theintercompany sales. EBT of Femcare Group Ltd (Femcare-Nikomed,(Femcare Ltd., UK and Femcare Australia)Australia Pty Ltd) was GBP 1,1172,841 in 2Q9M 2018 compared to GBP 1,1463,141 in 2Q9M 2017. The lower Femcare Group EBT in 9M 2018 was due to the combination of 1) prior 2017 international sales from the UK converted to Ireland in 2018, and GBP 2,180 in 1H 20182) 12.9% lower Australia sales (in AUD) combined with a 6.6% weaker AUD compared to GBP 2,306 in 1H 2017.the GBP. The 2Q 2018 EBT of Utah Medical Products Canada, Inc. in 9M 2018 was CAD 4461,246 compared to CAD 5671,497 in 2Q 2017, and9M 2017.  The lower Canada EBT was due to 13.1% lower CAD 917sales in 1H9M 2018 compared to CAD 1,062 in 1H9M 2017.

Excluding the noncash effects of depreciation, amortization of intangible assets and stock option expense, 2Q3Q 2018 consolidated EBT excluding the noncash remeasured bank balance currency gain or loss and interest expense (adjusted("adjusted consolidated EBITDA)EBITDA") were $6,312 (57.6% of sales)$5,206 compared to $5,779 (53.4% of sales)$5,417 in 2Q3Q 2017. The lower 3Q 2018 EBITDA was due to the lower GP in 3Q 2018. Adjusted consolidated EBITDA in 1H9M 2018 were $12,122 (55.5% of sales)$17,328 compared to $11,236 (53.3% of sales)$16,653 in 1H9M 2017.  The increases in adjustedBased on the 9M 2018 EBITDA were largely due toresults, management expects 2018 EBITDA for the one-time 2Q 2018 asset sales. TTM adjustedyear as a whole will be higher than the $21,979 EBITDA were $22,864.for 2017.

g) Net Income (NI)

NI is EBT minus a provision for income taxes. NI in 3Q 2018 per GAAP was substantially affected by a $3,230 favorable adjustment in UTMD's calculation of its "one-time" REPAT tax due under the TCJA enacted in December 2017.  In addition, in 3Q 2018, UTMD added its best estimate of the new GILTI tax under the TCJA, although the IRS has yet to provide complete guidance on the calculation and the State of Utah has yet to provide any guidance. As there was no REPAT tax or GILTI tax calculation included in 3Q and 9M 2017 results, comparing period-to-period financial results net of income taxes does not provide meaningful information to stockholders, in UTMD's opinion. Therefore, in addition to the increaseGAAP results, UTMD is providing a non-GAAP NI and EPS comparison which ignores the REPAT tax adjustment and GILTI tax accrual in EBT,3Q 2018.
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In 3Q 2018, non-GAAP NI of $3,582 (34.5% of sales) was 1.1% lower than the 3Q 2017 NI of $3,622 (35.8% of sales).  Non-GAAP NI in 2018 was further leveraged by lower tax provisions in the U.S. (both federal and state). NI in 2Q9M 2018 of $4,308$11,982 (37.2% of sales) was $438 (+11.3%)8.7% higher than the NI of $3,870$11,027 (35.3% of sales) in 2Q9M 2017. The higher non-GAAP NI in 9M 2018 was due to 3.7% higher EBT in combination with a lower corporate income tax rate in the U.S. The non-GAAP consolidated income tax provision raterates in 2Q3Q 2018 was 22.5%and 9M 2018 were 20.1% and 20.4% respectively, compared to 23.5% for 2Q 2017.provision rates of 22.9% in 3Q 2017 and 24.0% in 9M 2017 (before the enactment of the TCJA which lowered the U.S. corporate income tax rate from 34% to 21%).

In 3Q 2018, GAAP NI of $6,762 was 86.7% higher than the 3Q 2017 NI of $3,622.  GAAP NI in 1H9M 2018 of $8,400$15,162 was $995 (+13.4%)37.5% higher than the NI of $7,405$11,027 in 1H9M 2017. The consolidated income

For the benefit of stockholders, UTMD believes that further discussion of its current understanding of the impact of tax provision rateslaw changes resulting from the TCJA might be helpful. As stockholders likely remember, 4Q 2017 results according to U.S. Generally Accepted Accounting Principles (GAAP) were 20.5%affected by the recognition of an estimated "one-time" U.S. repatriation tax (REPAT tax) on foreign E&P resulting from the TCJA enacted by Congress in 1HDecember 2017.  UTMD's reasonable total REPAT tax estimate was $6,288 ($1.68 per share), including an estimated Utah State assessment of $1,065 and a $362 Federal REPAT tax credit for the State REPAT tax.

As more IRS information regarding the REPAT tax rules became available during 2018, and 24.5% in 1H 2017.conjunction with completing and filing its 2017 tax returns, UTMD learned that it needed to adjust its provisional assessment as it completed a "more likely than not" assessment in 3Q 2018.  The combinedresults of the assessment are a total REPAT tax of $3,058, including an estimated Utah State assessment of $1,066 and a $362 Federal REPAT tax credit for the State REPAT tax.

The $3,230 ($0.86 per share based on 3Q 2018 diluted shares) adjusted lower REPAT tax liability has been included in 3Q 2018 financial results per SEC SAB 118. The adjustment was primarily due to the application of a Foreign Tax Credit calculation per IRS rules instead of reducing the REPAT tax obligation merely by the actual foreign taxes paid, which was the basis for the initial estimate.

New "Global Intangible Low-taxed Income" (GILTI) Tax. Supposedly, the TCJA changed the U.S. federaltax system from one where worldwide income of U.S. corporations was taxed (when foreign subsidiary profits were repatriated) to one which only taxes income earned within the U.S. The REPAT tax was explained to be a "one-time" tax of 15.5% on liquid assets and 8% on illiquid assets resulting from cumulative foreign E&P, regardless of whether or not prior earnings had been repatriated.  In actuality, Congress walked back from the concept of not taxing future foreign earnings by slipping in a new GILTI tax.  This new tax apparently was aimed at corporations like Apple which had transferred intangible assets to low tax sovereignties, i.e. managed highest profits to be generated in the lowest taxed countries. Although UTMD does have OUS intangible assets acquired in the acquisition of Femcare in 2011, these assets were clearly developed in the UK, not transferred from the U.S.  Also, UTMD's OUS average tax rate is about 19%, higher than the targeted low average foreign tax threshold of 13.125% over which a company like UTMD theoretically would not have to pay a GILTI tax.  However, it appears now that because of the way that the tax is calculated by IRS form rules, that nearly every company with international intangible assets will end up paying GILTI income taxes going forward.  If the State of Utah statedoes not allow Foreign Tax Credits for GILTI Tax purposes, which remains to be determined, the annual State of Utah GILTI tax would be substantial, would eliminate any GILTI tax paid to the Federal government by virtue of the State tax credit allowed by the IRS and would clearly violate the premise of the one-time REPAT tax.  To date, according to UTMD's tax advisors, neither the IRS nor the State of Utah has provided clear rules for calculating the GILTI tax.

Using 2017 performance as a basis, assuming the corporate tax rate is not increased again during the next eight years and UTMD's current GILTI tax estimate is reasonable, the net annual gain to stockholders between the average payments of the REPAT and GILTI taxes and the higher NI resulting from lower income tax rates were 25.95%on future EBT is estimated to be about $280/ year, or about $.07/ share using current diluted number of shares.

In UTMD's public disclosures, management attempts to explain its expectations in 1H 2018 compared to 39% in 1H 2017.  For foreign subsidiaries, the tax provision booked in consolidated results is based on taxable income in the applicable sovereignty, not based on U.S. GAAP EBT. In 1H 2017, UTMD held about $16 million in cash in USD currency in Ireland and UK subsidiary bank accounts, and the USD weakened relative to the applicable native currency, resulting in a translation lossforward-looking statements for each subsidiary that created a significant 2017 tax credit for those subsidiaries in their applicable native currencies. This did not recur in 1H 2018, which offset the benefit of its stockholders.  However, management also acknowledges that financial estimates and other business projections are subject to change, and that the reduction in the U.S. tax rates.Company assumes no obligation to update or disclose revisions to its prior forward-looking statements.
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h) Earnings Per Share (EPS)

EPS are consolidated NI divided by the number of shares of stock outstanding (diluted to take into consideration stock option awards which are "in the money," i.e., have exercise prices below the applicable period's weighted average market value). DilutedNon-GAAP EPS of $0.954 in 2Q3Q 2018 were $1.148 compared1.5% lower than the 3Q 2017 EPS of $0.969.  Non-GAAP EPS of $3.194 in 9M 2018 were 8.1% higher than the EPS of $2.953 in 9M 2017.  The 8.1% higher 9M 2018 non-GAAP EPS was due to $1.037 in 2Q 2017.  In 1H 2018, EPS were $2.239 compared to $1.985 in 1H 2017.  With some hindrance from8.7% higher NI diluted by 0.5% higher diluted shares outstanding, 2Q 2018 EPS increased 10.7% (11.1 cents) compared to 2Q 2017, and 1H 2018 EPS increased 12.8% (25.4 cents) compared to 1H 2017.shares. Looking forward, management is now projectingcontinues to expect to exceed its beginning of year projection for full year 2018 EPS greater than $4.00.non-GAAP EPS.

In 3Q 2018, GAAP EPS forof $1.802 were 85.9% higher than the most recent twelve months3Q 2017 EPS of $0.969.  GAAP EPS in 9M 2018 of $4.041 were $2.53, which includes36.8% higher than the 4Q 2017 recognitionEPS of a $6,288 one-time U.S. and Utah repatriation tax (REPAT) on foreign subsidiary cash and cumulative earnings (E&P) resulting from the "Tax Cuts and Jobs Act" enacted$2.953 in December9M 2017.  Excluding the REPAT tax, TTM EPS were $4.15.

Diluted shares outstanding used to calculate 2Q3Q 2018 EPS were 3,753,6083,753,111 compared to 3,731,8593,738,190 in 2Q3Q 2017.
The number of shares added as a dilution factor in 3Q 2018 was 19,876 compared to 19,300 in 3Q 2017.
Diluted shares outstanding used to calculate 9M 2018 EPS were 3,751,830 compared to 3,734,102 in 9M 2017.  The number of shares added as a dilution factor in 2Q9M 2018 was 23,08422,235 compared to 15,68617,647 in 2Q 2017. Diluted shares outstanding used to calculate 1H 2018 EPS were 3,751,072 compared to 3,730,478 in 1H 2017.  The number of shares added as a dilution factor in 1H 2018 was 23,326 compared to 15,253 in 1H9M 2017.

Outstanding shares at the end of 2Q3Q 2018 were 3,731,9203,734,165 which included 1H9M 2018 employee and outside director option exercises of 12,92715,172 shares. The number of shares used for calculating earnings per share was higher than ending shares because of a time-weighted calculation of average outstanding shares plus dilution from unexercised employee and director options. The total number of outstanding unexercised employee and outside director options at JuneSeptember 30, 2018 was 41,41339,168 shares at an average exercise price of $45.89/$46.24/ share, including shares awarded but not vested. This compares to 62,32457,019 unexercised option shares outstanding at JuneSeptember 30, 2017 at an average exercise price of $46.15/$45.35/ share. No option shares have been awarded

Exercises of employee options and dilution from a higher share price for unexercised options increased diluted shares. In 9M 2018, no new employee options were awarded. UTMD has not to date in 2018.  Despite the lower number2018 repurchased any of outstanding option shares, the dilution factor in 2018 was higher primarily because of a higher share market price.
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During both 1H 2018 and 1H 2017, UTMD did not repurchase its shares in the open market. The Company retains the financial ability for repurchasing its shares when they seem undervalued.

i) Return on Equity (ROE)

ROE is the portion of NI retained by UTMD to internally finance its growth, divided by the average accumulated stockholders' equity for the applicable time period.  Annualized adjusted ROE in 9M 2018 (prior to the favorable REPAT Tax adjustment) was 14% compared to 14% in 9M 2017.  Annualized adjusted ROE (before stockholder dividends) in 1H9M 2018 was 21%19% compared to 18%20% in 1H9M 2017.  The higherlower adjusted ROE before dividends in 1H9M 2018 was due to thean 11% increase in average accumulated stockholders' equity with only a 9% increase in NI.  Targeting a high ROE of 20% (before dividends) remains a key financial objective for UTMD management.  ROE can be increased by increasing NI, or by reducing stockholders' equity by paying cash dividends to stockholders or by repurchasing shares.

Liquidity and Capital Resources

j) Cash flows

Net cash provided by operating activities, including adjustments for depreciation and amortization and other non-cash expenses along with changes in working capital, totaled $7,747$12,350 in 1H9M 2018 compared to $7,743$12,323 in 1H9M 2017.  The most significant differences in the two periods were the $995$4,135 higher increase in net income (largely due to the REPAT Tax adjustment), offset by a $165$4,258 higher decrease in 9M 2018 accrued expenses (also due to the REPAT Tax adjustment),  a $441 benefit to cash from the sale of assets and non-cash investments, a $392 use of cash from a smaller decrease in accounts receivable, a $556 benefit to cash from a smaller increasedecrease in 1H 2018 trade accounts receivableinventories compared to 1H 2017, a $798 benefit to cash from an increase in accrued expenses in 1H 2018 resulting from the REPAT tax following a decrease in 1H9M 2017, and a $449$459 use of cash from a gain on investments and disposal of assets 1Hdecrease in accounts payable in 9M 2018 that did not occurcompared to an increase in the same period in9M 2017.

Capital expenditures for property and equipment (PP&E) were $201$255 in 1H9M 2018 compared to $114$174 in 1H9M 2017.   Depreciation of PP&E was $395$577 in 1H9M 2018 compared to $330$489 in 1H 2017.  The difference in depreciation was due primarily to the new facility in the UK put in service in 4Q9M 2017.

UTMD made cash dividend payments of $2,011$3,018 in 1H9M 2018 compared to $984$1,969 in 1H9M 2017.  The difference was due to the fact that the 2017 year-end dividend was paid in January 2018, whereas the 2016 year-end dividend was paid in December 2016.  The Company did not use cash to repurchase any of its own shares during either 1H9M 2018 or 1H9M 2017.

In 1H9M 2018, UTMD received $347$436 and issued 10,48812,733 shares of its stock upon the exercise of employee and director stock options, net of 2,439 shares retired upon employees trading those shares in payment of the stock option exercise price. Option exercises in 1H9M 2018 were at an average price of $44.23$43.58 per share.  In comparison, in 1H9M 2017 the Company received $168$224 and issued 4,8606,198 shares of stock on the exercise of employee and director stock options.options, net of 211 shares retired upon optionees trading those shares in payment of the stock option exercise price. Option exercises in 1H9M 2017 were at an average price of $34.67$37.39 per share.
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Management believes that current cash balances, income from operations and effective management of working capital will provide the liquidity needed to finance internal growth plans. The Company may utilize cash not needed to support normal operations in one or a combination of the following:  1) in general, to continue to invest at an opportune time in ways that will enhance future profitability; 2) to make additional investments in new technology and/or processes; and/or 3) to acquire a product line or company that will augment revenue and EPS growth and better utilize UTMD's existing infrastructure.  If there are no better strategic uses for UTMD's cash, the Company will continue to return cash to stockholders in the form of dividends and share repurchases when the stock appears undervalued.

k) Assets and Liabilities

JuneSeptember 30, 2018 total consolidated assets were $97,045,$99,151, an increase of $4,300$6,407 from December 31, 2017. The increase was primarily due to a $5,918$9,398 increase in cash and investments. Other significant changes in assets included a $909$852 increase in consolidated net trade receivables, a $1,656$323 decrease in consolidated inventories and a $2,413 decrease in net intangible assets, a $852 decrease in the current USD value of net property and equipment, a $617 decrease in L/T taxes payable due to payment of the first installment of the REPAT tax, and a $275 decrease in the current USD value of the deferred tax liability associated with the amortization of acquired Femcare identifiable intangible assets (IIA).assets. UTMD's Ireland subsidiary EUR-denominated assets and liabilities on September 30, 2018 were translated into USD at an FX rate 2.9%3.3% lower (weaker EUR)EUR relative to the USD) than the FX rate at the end of 2017. UTMD's UK subsidiary GBP-denominated assets were translated into USD at an FX rate 2.4%3.4% lower (weaker GBP) than the FX rate at the end of 2017.  UTMD's Australia subsidiary AUD-denominated assets were translated into USD at an FX rate 5.3%7.4% lower (weaker AUD) than the FX rate at the end of 2017.  UTMD's Canada subsidiary CAD-denominated assets were translated into USD at an FX rate 4.7%3.1% lower (weaker CAD) than the FX rate at the end of 2017.  The net book value of consolidated property, plant and equipment decreased $852$1,047 at JuneSeptember 30, 2018 from the end of 2017 due to period-ending changed FX rates, $201$255 in new asset purchases and $395$577 in depreciation.
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Working capital (current assets minus current liabilities) was $50,748$54,285 at JuneSeptember 30, 2018 compared to $43,909 at December 31, 2017.  Cash balances were $45,873 of the working capital. A current asset increase of $6,808$9,867 was leddominated by the $5,918$9,398 increase in cash and investments. CurrentA current liabilities were about the same, withdecrease of $510 was largely due to a slight $31 decrease from the end$418 lower current portion of 2017.REPAT tax liability, since UTMD essentially paid two years' of adjusted REPAT tax liability in 2018 before it understood it had originally estimated its REPAT tax liability too high. UTMD management believes that its working capital remains sufficient to meet normal operating needs, new capital expenditures and projected cash dividend payments to stockholders.

JuneSeptember 30, 2018 intangible assets (goodwill plus other intangible assets) decreased $1,656$2,413 from the end of 2017.  The decrease was due to the 3.4% lower FX rate (stronger USD) for GBP Femcare intangibles as of JuneSeptember 30, 2018 compared to year-end 2017, plus the $1,097 1H$1,617 9M 2018 amortization of Femcare IIA. At JuneSeptember 30, 2018, net intangible assets including goodwill declined to 31%30% of total consolidated assets compared to 34% at year-end 2017, and 37%36% at JuneSeptember 30, 2017.

The deferred tax liability balance for Femcare IIA ($9,084 on the date of the acquisition), was $2,827$2,698 at JuneSeptember 30, 2018, compared to $3,102 at December 31, 2017, and $3,178$3,175 at JuneSeptember 30, 2017.  Reduction of the deferred tax liability occurs as the book/tax difference of IIA amortization is eliminated over the remaining useful life of the Femcare IIA, i.e. as Femcare pays its taxes in the UK without the benefit of a deduction for IIA amortization expense.

IIA. UTMD's total debt ratio (total liabilities/ total assets) as of JuneSeptember 30, 2018 was 14% compared to 16% at10%, including the end of 2017. UTMD'sremaining $2,526 REPAT tax liability payable over another seven years.  The total debt ratio as of June 30, 2017 was only 10% because it did not include a REPAT tax liability enacted in December 2017.  Excluding the REPAT liability for comparison purposes, the June 30, 2018 debt ratio was 8% and the December 31, 2017 debt ratio was 9%16%, and as of September 30, 2017 (before enactment of the TCJA) was 10%.

l) Management's Outlook

As outlined in its December 31, 2017 SEC 10-K report, UTMD's plan for 2018 is to
 
1)continue to exploit distribution and manufacturing synergies by further integrating capabilities and resources in its multinational operations;
2)introduce additional products helpful to clinicians through internal new product development;
3)continue achieving excellent overall financial operating performance;
4)utilize positive cash generation to  continue cash dividends to stockholders and make open market share repurchases if/when the UTMD share price seems undervalued; and
5)be vigilant for accretive acquisition opportunities which may be increasingly brought about by difficult burdens on small, innovative companies.

Generally,In general, the Company continues to effectively execute its plan as outlined above.  Based on results of 1H9M 2018, management expects to exceed the financial objectives for the full year of 2018 as stated in the Form SEC 10-K at the beginning of the year.

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m) Accounting Policy Changes

On January 1, 2018 UTMD adopted ASU 2014-09, Revenue from Contracts with Customers. Refer to Note 2 for further information.

Forward-Looking Information.  This report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of management as well as assumptions made by management based on information currently available.  When used in this document, the words "anticipate," "believe," "project," "estimate," "expect," "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements.  Such statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties stated throughout the document.  Although the Company has attempted to identify important factors that could cause the actual results to differ materially, there may be other factors that cause the forward statement not to come true as anticipated, believed, projected, expected, or intended.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those described herein as anticipated, believed, projected, estimated, expected or intended.  Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results, and the Company assumes no obligation to update or disclose revisions to those estimates.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

UTMD has manufacturing and trading operations, including related assets, in the U.S. denominated in the U.S. Dollar (USD), in Ireland denominated in the Euro (EUR), in England denominated in the British Pound (GBP), in Australia denominated in the Australia Dollar (AUD), and, starting in 2017, in Canada denominated in the Canadian Dollar (CAD).  The currencies are subject to exchange rate fluctuations that are beyond the control of UTMD.  The exchange rates were .8564,.8601, .8319 and .8763.8465 EUR per USD as of JuneSeptember 30, 2018, December 31, 2017 and JuneSeptember 30, 2017, respectively.  Exchange rates were .7578,.7463, .7395 and .7696.7659 GBP per USD as of JuneSeptember 30, 2018, December 31, 2017 and JuneSeptember 30, 2017, respectively.  Exchange rates were 1.3515,1.3814, 1.2796 and 1.30281.2756 AUD per USD on JuneSeptember 30, 2018, December 31, 2017, and JuneSeptember 30, 2017, respectively.  Exchange rates were 1.3141,1.2921, 1.2519, and 1.29821.2513 CAD per USD on JuneSeptember 30, 2018, December 31, 2017, and JuneSeptember 30, 2017, respectively. UTMD manages its foreign currency risk without separate hedging transactions by either invoicing customers in the local currency where costs of production were incurred, by converting currencies as transactions occur, and by optimizing global account structures through liquidity management accounts.

 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 JuneSeptember 30, 2018. Based on this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of JuneSeptember 30, 2018, 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 sixnine months ended JuneSeptember 30, 2018, that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
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PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

The Company may be a party from time to time in litigation incidental to its business.  Presently, there is no litigation the outcome of which is expected to be material to financial results.

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, 2017, 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.

Legislative healthcare reform in the United States, as embodied in The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (the "Acts") added a substantial excise tax (MDET)  in 2013-2015 that  increased administrative costs and has led to decreased revenues in the U.S.:
The voluminous Acts, administrative rules to enforce the Acts and promised efforts to reform the Acts, make the U.S. medical device marketplace unpredictable, particularly for the thousands of small medical device manufacturers including UTMD that do not have the overhead structure that the larger medical device companies can afford.  Fortunately, the U.S. Congress has suspended the MDET for years of 2016 through 2019.  To the extent that the Acts will in the future continue to place additional burdens on small medical device companies in the form of the excise tax on medical device sales, additional oversight of marketing and sales activities and new reporting requirements, the result is likely to continue to be negative for UTMD's ability to effectively compete and support continued investments in new product development and marketing of specialty devices in the U.S.

Increasing regulatory burdens including premarketing approval delays may result in significant loss of revenue, unpredictable costs and loss of management focus on helping the Company proactively conform with  requirements and thrive:
The Company's experience in 2001-2005, when the FDA improperly sought to shut it down, highlights the ongoing risk of being subject to a regulatory environment which can be arbitrary and capricious. The risks associated with such a circumstance relate not only to the substantial costs of litigation in millions of dollars, but also loss of business, the diversion of attention of key employees for an extended period of time, including new product development and routine quality control management activities, and a tremendous psychological and emotional toll on dedicated and diligent employees.

Since the FDA reserves to itself the interpretation of which vague industry standards comprise law at any point in time, it is impossible for any medical device manufacturer to ever be confident that it is operating within the Agency's version of the law.  The unconstitutional result is that companies, including UTMD, are considered guilty prior to proving their innocence.

Premarketing submission administrative burdens and substantial increases in "user fees" increase product development costs and result in delays to revenues from new or improved devices.  It recently took two and a half years to gain FDA approval of the use of a clearly safer single use Filshie Clip applicator, which had been in use for over seven years OUS, in lieu of a reused applicator approved in the U.S. since 1996, made of substantially equivalent materials for the same intended use applying the same implanted clip.

The growth of Group Purchasing Organizations (GPOs) adds non-productive costs, typically weakens the Company's marketing and sales efforts and may result in lower revenues:
GPOs, theoretically acting as bargaining agents for member hospitals, but actually collecting revenues from the companies that they are negotiating with, have made a concerted effort to turn medical devices that convey special patient safety advantages and better health outcomes, like UTMD's, into undifferentiated commodities. GPOs have been granted an antitrust exemption by the U.S. Congress. Otherwise, their business model based on "kickbacks" would be a violation of law.  These bureaucratic entities do not recognize or understand the overall cost of care as it relates to safety and effectiveness of devices, and they create a substantial administrative burden that is primarily related to collection of their administrative fees.
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The Company's business strategy may not be successful in the future:
As the level of complexity and uncertainty in the medical device industry increases, evidenced, for example, by the unpredictable regulatory environment, the Company's views of the future and product/ market strategy may not yield financial results consistent with the past.
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As the healthcare industry becomes increasingly bureaucratic it puts smaller companies like UTMD at a competitive disadvantage:
An aging population is placing greater burdens on healthcare systems, particularly hospitals. The length of time and number of administrative steps required in adopting new products for use in hospitals has grown substantially in recent years.  Smaller companies like UTMD typically do not have the administrative resources to deal with broad new administrative requirements, resulting in either loss of revenue or increased costs.  As UTMD introduces new products it believes are safer and more effective, it may find itself excluded from certain clinical users because of the existence of long term supply agreements for preexisting products, particularly from competitors which offer hospitals a broader range of products and services.  Restrictions used by hospital administrators to limit clinician involvement in device purchasing decisions makes communicating UTMD's clinical advantages much more difficult.

A product liability lawsuit could result in significant legal expenses and a large award against the Company:
UTMD's devices are frequently used in inherently risky situations to help physicians achieve a more positive outcome than what might otherwise be the case.  In any lawsuit where an individual plaintiff suffers permanent physical injury, the possibility of a large award for damages exists whether or not a causal relationship exists.

The Company's reliance on third party distributors in some markets may result in less predictable revenues:
UTMD's distributors have varying expertise in marketing and selling specialty medical devices.  They also sell other devices that may result in less focus on the Company's products.  In some countries, notably China, Pakistan and India not subject to similarly rigorous standards, by copying, a distributor of UTMD's products may eventually become a competitor with a cheaper but lower quality version of UTMD's devices.

The loss of one or more key employees could negatively affect UTMD performance:
In a small company with limited resources, the distraction or loss of key personnel at any point in time may be disruptive to performance.  The Company's benefits programs are key to recruiting and retaining talented employees.  An increase in UTMD's employee healthcare plan costs, for example, may cause the Company to have to reduce coverages which in turn represents a risk to retaining key employees.

Fluctuations in foreign currencies relative to the USD can result in significant differences in period to period financial results:
Since a significant portion of UTMD's sales are invoiced in foreign currencies and consolidated financial results are reported in USD terms, a stronger USD can have negative revenue effects. Conversely, a weaker USD would increase foreign subsidiary operating costs in USD terms. For the portion of sales to foreign entities made in fixed USD terms, a stronger USD makes the devices more expensive and weakens demand.  For the portion invoiced in a foreign currency, not only USD-denominated sales are reduced, but also gross profits may be reduced because finished distributed products and/or U.S. made raw materials and components are likely being purchased in fixed USD.

Future increases in sales of the Filshie Clip System due to Bayer stopping sales of the Essure device are uncertain, and may not materialize.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

UTMD did not purchase any of its own securities during 1H9M 2018.

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Item 6.  Exhibits

Exhibit #
SEC Reference #
Title of Document
   
131Certification of CEO pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
231Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
332Certification of CEO pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
432Certification of Principal Financial Officer pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
5101 insXBRL Instance
   
6101.schXBRL Schema
   
7101.calXBRL Calculation
   
8101.defXBRL Definition
   
9101.labXBRL Label
   
10101.preXBRL Presentation


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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: 8/11/7/18
By: /s/ Kevin L. Cornwell
 Kevin L. Cornwell
 CEO
  
Date: 8/11/7/18
By: /s/ Brian L. Koopman
 Brian L. Koopman
 Principal Financial Officer

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