UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

UTAH MEDICAL PRODUCTS INC

(Exact name of Registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 has submitted electronically every Interactive Data File required to be submitted 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 such files).   Yes ☒   No ☐ 

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

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 Exchange Act).  Yes ☐   No ☒ 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of May 10, 2022: 3,644,987.4, 2023: 3,628,067. 

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UTAH MEDICAL PRODUCTS, INC.

INDEX TO FORM 10-Q

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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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, 2021.2022.  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.

The Company has determined that recently issued accounting standards will either have no material impact on its consolidated financial position, results of operations or cash flows, or will not apply to its operations.

(3) Inventories at March 31, 20222023 and December 31, 20212022 consisted of the following:

(4) Stock-Based Compensation. At March 31, 2022,2023, 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 March 31, 20222023 and 2021,2022, the Company recognized $43$50 and $41,$43, respectively, in stock based compensation cost.

(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, 20212022 or March 31, 2022.2023.

(6)  1Q 20222023 global revenues (USD) by product category:

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(7) Distribution Agreement Purchase. UTMD completed the purchase of exclusive U.S. distribution rights for the Filshie® Clip System from CooperSurgical, Inc. (CSI) on February 1, 2019. The $21,000 purchase price represents an identifiable intangible asset which is being straight-line amortized and recognized as part of G&A expenses over the now 1.58 year7 month remaining life, as of the end of 1Q 2023, of the prior CSI agreement with Femcare.

(8) Earnings Per Share. Basic earnings per share is calculated by dividing net income attributable to the common stockholders of the company by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is calculated by assuming the exercise of stock options at the closing price of stock at the end of first quarter 2022.2023.

The following table reconciles the numerator and the denominator used to calculate basic and diluted earnings per share:

(9) 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.

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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, 20212022 provided 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 monththree-month period in comparison with a previous three monththree-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; AUD = Australia Dollars; £ or GBP = UK Pound Sterling; C$ or CAD = Canadian Dollars; and € or EUR = Euros.  

Analysis of Results of Operations

a)Overview 

Income statement results in the first quarter (1Q) of 20222023 compared to 1Q 20212022 were as follows:

Profit margins in 1Q 20222023 compared to 1Q 20212022 follow:

Domestic sales in 1Q 20222023 were up 18%, and10% lower, but sales outside the U.S. (OUS) were up 4%,23% in USD terms compared to 1Q 2021.2022.  Using the same foreign currency exchange (FX) rates for sales not invoiced in USD, i.e. in “constant currency” terms, OUS sales outside the U.S. (OUS) were up 7%28%. Because 24%28% of consolidated USD sales were invoiced in foreign currencies, the change in FX rates for OUS sales did have an impact on period-to-period relative financial results. FX rates for income statement purposes are transaction-weighted averages. The average FX rates from the applicable foreign currency to USD during 1Q 20222023 and 1Q 20212022 follow:  

The weighted-average negative impact on foreign currency sales was 5.0%5.9%, reducing reported USD sales by $152$223 relative to the same foreign currency sales in 1Q 2021.2022.  In constant currency terms, total consolidated 1Q 20222023 sales were up $1,512$420 (+14%3.4%).

Despite UTMD increasing the unit pricesDue mostly to better absorption of its devices and components approximately 6% across-the-board, its 1Q 2022 Gross Profit Margin (GPM) suffered as the result of significantly higher incremental direct labor, direct materials and manufacturing overhead costs in Ireland and lower employee healthcare plan costs in the U.S., UTMD was able to increase its 1Q 2023 Gross Profit Margin (GPM), gross profits/sales, compared to 1Q 2022.   

Consolidated OI in 1Q 2023 at $4,439 (35.5% of sales) was $84 lower than 1Q 2022 OI of $4,522 (36.7% of sales).  Although UTMD’s 1Q 2023 Operating Income Margin (OIM) benefitted from higher sales, given that a significant portion ofhigher GPM and a stronger USD which reduced OUS operating expenses are fixed.in USD terms by $80, it suffered more from the $348 (2.8% of sales) higher litigation expenses compared to 1Q 2022.  The $1,105 per quarter straight-line amortization of the $21,000 purchase price that UTMD paid CSI in early 2019 to acquire the remaining 4.75 years’ exclusive U.S. Filshie distribution rights was 8.8% of 1Q 2023 sales compared to 9.0% of 1Q 2022 sales compared to 10.1% of 1Q 2021 sales. The purchase price of CSI’s remaining exclusive distribution rights was recognized as an identifiable intangible asset (IIA) which will be fully amortized in 3QOctober 2023. IIA amortization expense in total, including that remaining from the 2011 Femcare acquisition, which comprises a significant portion of General & Administrative (G&A) operating expenses, was 13.3%12.7% of 1Q 20222023 consolidated sales compared to 15.1%13.3% of 1Q 20212022 consolidated sales. In other words, UTMD’s Operating Income MarginOIM excluding IIA amortization and litigation expense was 50.0%51.4% in 1Q 20222023 compared to 50.6%50.5% in 1Q 2021.2022.

A comparison of 1Q period-to-period Income Before Tax (EBT) benefitted from much higher interest income on UTMD’s cash reserves.   Non-operating income (NOI) in 1Q 2023, in which interest income is captured, was consistent with the Operating Income comparison as 1Q 2022 non-operating income was $8$681 compared to $10$8 in 1Q 2021.2022. As a result of $589 higher EBT and a lower income tax provision rate due to a portion of NOI received from tax exempt interest, UTMD’s Net Income Margin (NIM) in 1Q 20222023 at 33.7% was substantially higher than the 28.7% NIM in 1Q 2021 due to a combined2022.  UTMD’s consolidated income tax provision rate in 1Q 2022 that2023 was 22.0%17.7% of EBT compared to 22.4% of EBT22.0% in 1Q 2021.2022. The primary reason for the lower income tax provision rateresult was the distribution mix of subsidiary EBT.that 1Q 2023 NI was 19.2% higher, and 1Q 2023 Earnings Per Share were 20.2% higher, than in 1Q 2022.

UTMD’s March 31, 20222023 Balance Sheet, in the absence of debt, remained strong.  Ending Cash and Investments were $65.9$80.9 million on March 31, 20222023 compared to $61.0$75.1 million on December 31, 2021.2022. Stockholders’ Equity was up $2.0$3.8 million in the first three monththree-month calendar period from December 31, 2021.2022.  FX rates for Balance 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 1Q 20222023 and the end of 1Q 20212022 follow:

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b)Revenues 

Terms of sale are established in advance of UTMD’s acceptance of customer orders.  In the U.S., Ireland, UK, Canada, Australia and New Zealand, 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 during both 1Q 2023 and 1Q 2022.  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.  

Total consolidated 1Q 20222023 UTMD salesrevenues (sales) were $1,360$197 (+12.4%1.6%) higher than in 1Q 2021.2022. Constant currency sales were $1,512$420 (+13.8%3.4%) higher. U.S. domestic sales were 17.7% higher10.0% lower and OUS sales were 3.8%22.9% higher despite an average 5%5.9% stronger USD. Because of the relatively short span of time, results for any given three monththree-month period in comparison with a previous three monththree-month period may not be indicative of comparative results for the year as a whole.

Domestic sales in 1Q 20222023 were $7,984$7,185 compared to $6,783$7,984 in 1Q 2021.2022.  The components of domestic sales include 1) “direct sales” of UTMD’s medical devices to user facilities (and med/surg stocking distributors for hospitals), excluding Filshie device sales, 2) “OEM sales” of components and other products manufactured by UTMD for other medical device and non-medical device companies, and 3) “Filshie device sales”, manufactured by Femcare and distributed in the U.S. by UTMD.

1)Direct sales, representing 50% of total domestic sales, were $593 (+17.5%$372 (9.3%) higherlower in 1Q 20222023 than in 1Q 2021.2022.  This was due to continuing supply chain disruption, in particular independent sterilizer capacity constraints.   

2)OEM sales, representing 34%32% of total domestic sales, were $782 (+41.1%$375 (14.0%) higher.lower. U.S. sales to UTMD’s largest OEM customer which had grown rapidly in recent years were $391 lower in 1Q 2023 compared to 1Q 2022.  

3)Filshie device sales were $174 (11.7%$51 (3.9%) lower in 1Q 20222023 compared to 1Q 2021.2022.   

OUS sales in 1Q 20222023 were $4,339$5,335 compared to $4,181$4,339 in 1Q 2021.2022. OUS sales invoiced in GBP, EUR, AUD and CAD currencies were $152 lowerreduced $223 as a result of changes in FX rates resulting from an average 5%5.9% stronger USD.  In other words, constant currency OUS sales were $4,492,$5,558, which was 7.4%28.1% higher than in 1Q 2021.2022.  The foreign currency OUS sales in 1Q 2023 were $3,558, which was 67% of OUS sales and 28% of total consolidated sales.  Foreign currency OUS sales in 1Q 2022 were $2,906, which was 67% of OUS sales and 24% of total consolidated worldwide (WW) sales.  Foreign currency OUS sales in 1Q 2021 were $3,032, which was 73% of OUS sales and 28% of total consolidated WW sales.  

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

WW revenues (USD) by product category:

OUS revenues (USD) by product category:

*includes molded components sold to OEM customers. 

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c)Gross Profit 

Gross Profit results from subtracting the costs of manufacturing products, including quality assurance and shipping products to customers.freight for receiving raw materials from vendors, from revenues. UTMD’s Gross Profit was $586$310 (+8.4%4.1%) higher in 1Q 20222023 than in 1Q 2021.2022.  Gross Profit did not increase as much asincreased more than revenues due primarily to the increases in raw material and incoming freight costs exceeding 20%. In addition, about halftwo favorable period-to-period differences: better absorption of the lower Gross Profit Margin in 1Q 2022 was due to an unfavorable experience in U.S. employee medical costs, for which UTMD self-insures. Otherwise, the Company maintained the productivity of its direct labor and manufacturing overhead costs in Ireland as a result of raisingproduction which increased more than overhead costs increased, and 2) much lower healthcare costs for U.S. employees compared to 1Q 2022 under UTMD’s self-funded plan. The Company selectively raised product prices.prices during 1Q 2023 based on specific input costs from vendors. As another cost-of-living pay adjustment for employees becomes effective in April 2023, the Company still expects to maintain its GPM for the year as a whole consistent with 2022.  

d)Operating Income  

Operating Income results from subtracting Operating Expenses from Gross Profit. Operating Expenses are comprised of G&A (G&A) expenses, sales and marketing (S&M) expenses and product development (R&D) expenses. Consolidated Operating Expenses were $3,404 in 1Q 2023 (27.2% of sales) compared to $3,010 in 1Q 2022 (24.4% of sales) compared to $3,059 in 1Q 2021 (27.9% of sales).  Ignoring the portion of Operating Expenses that were litigation expenses and non-cash IIA amortization expenses, consolidated Operating Expenses in 1Q 20222023 were 11.1%11.2% of consolidated sales compared to 12.8%10.6% of sales in 1Q 2021.2022.  A stronger USD in this instance1Q 2023 compared to 1Q 2022 helped Operating Income performance by reducing OUS Operating Expenses in USD terms by $33,$80, comprised of reducing IIA amortization expense by $16$49 and all other OUS Operating Expenses by $17.$31.  

Consolidated G&A expenses were $2,873 (22.9% of sales) in 1Q 2023 compared to $2,551 (20.7% of sales) in 1Q 20222022. G&A expenses include litigation costs which were $409 in 1Q 2023 compared to $2,545 (23.2% of sales)$61 in 1Q 2021.2022. The G&A expenses in 1Q 20222023 included $532 (4.3%$483 (3.9% of sales) of non-cash expense from the amortization of IIA resulting from the 2011 Femcare acquisition, which were $550 (5.0%$532 (4.3% of sales) in 1Q 2021.2022.  The lower USD IIA amortization expense was mainly the result of a stronger USD, as the Femcare amortization expense in GBP was only £1 lower in 1Q 2022 compared to2023 was the same as in 1Q 2021.2022. In addition, G&A expenses in both periods included $1,105 IIA amortization expense resulting from the purchase of the CSI remaining U.S. exclusive Filshie distribution rights, which represented 8.8% of 1Q 2023 sales compared to 9.0% of 1Q 2022 sales compared to 10.1% of 1Q 2021 sales.  Excluding the litigation and non-cash IIA amortization expenses, G&A expenses were $914 (7.4%$876 (7.0% of sales) in 1Q 20222023 compared to $890 (8.1%$853 (6.9% of sales) in 1Q 2021.2022.  The change in FX rates reduced 1Q 20222023 OUS G&A expenses by $28,$74, comprised of reducing IIA amortization expense by $16$49 and all other G&A expenses by $12.$24.

S&M expenses were $387 (3.1% of sales) in 1Q 2023 compared to $336 (2.7% of sales) in 1Q 2022 compared to $384 (3.5% of sales) in 1Q 2021.2022.  The change in FX rates reduced 1Q 20222023 OUS S&M expenses by $5.$6.   

R&D expenses in 1Q 20222023 were $144 (1.1% of sales) compared to $123 (1.0% of sales) compared to $130 (1.2% of sales) in 1Q 2021. Since all2022.  The change in FX rates reduced 1Q 2023 OUS R&D expense was incurred in the U.S., there was no FX impact.   expenses by $1.

Summary comparison of (USD) consolidated Operating Expenses:

In summary, Operating Income in 1Q 20222023 was $4,439 (35.5% of sales) compared to $4,522 (36.7% of sales) compared to $3,887 (35.5% of sales) in 1Q 2021.2022.  The greater absorptionlower Operating Income Margin was due primarily to the $348 higher litigation expenses.   

A summary comparison of relatively fixed(USD) consolidated Operating Expenses allowed expansionfollows:

After adjustment of an 8% growthOUS Operating Expenses for a stronger USD, the increases in Gross ProfitS&M, R&D and All Other G&A expenses (excluding litigation and IIA amortization) were essentially due to a 16% increase in Operating Income.cost-of-living increases for employees.

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e)Non-operating expense/ Non-operating income 

Net non-operating expense, or net non-operating income, results from 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, royalties received from licensing the Company’s technology and other miscellaneous income.  Net non-operating income in 1Q 20222023 was $8$681 compared to $10$8 in 1Q 2021.2022.  The primary difference despitewas due to higher average cash balances in 1Q 20222023 compared to 1Q 2021, was due to the fact that UTMD received $68 less2022 with higher interest rates, which resulted in investment and other miscellaneous$646 higher interest income. UTMD also received $54$9 higher non-operating income in 1Q 20222023 from renting underutilized property compared to 1Q 2021,2022, and $5 higherthe same non-operating income from royalties. UTMD realized a slight gain in 1Q 2023 compared to a loss of $3 at the end of 1Q 2022 from remeasurement of foreign currency bank balances compared to a $10 loss at the end of 1Q 2021.balances.

f)Income Before Income Taxes (EBT) 

EBT results from adding Non-operatingnet non-operating income to Operating Income. Consolidated 1Q 20222023 EBT was $5,119 (40.9% of sales) compared to $4,530 (36.8% of sales) compared to $3,898 (35.6% of sales) in 1Q 2021.2022. The $632$589 (+16.2%13.0%) higher 1Q 20222023 EBT compared to 1Q 20212022 was consistent with the result of $673 higher Operating Income.non-operating income. In other words, the $646 higher interest income more than offset UTMD’s $348 higher litigation expenses.     

The EBT of Utah Medical Products, Inc. in the U.S. was $2,562 in 1Q 2023 compared to $2,916 in 1Q 2022 compared to $2,453 in 1Q 2021.2022. The EBT of Utah Medical Products, Ltd (Ireland) was EUR 1,962 in 1Q 2023 compared to EUR 1,806 in 1Q 2022 compared to EUR 1,731 in 1Q 2021.2022. The EBT of Femcare Group Ltd (Femcare Ltd., UK and Femcare Australia Pty Ltd) was GBP 23 in 1Q 2023 compared to GBP (159) in 1Q 2022 compared to GBP (231) in 1Q 2021.2022. The 1Q 20222023 EBT of Utah Medical Products Canada, Inc. was CAD 158 in 1Q 2023 compared to CAD 154 in 1Q 2022 compared to CAD 150 in 1Q 2021.2022.

EBITDA is a non-US GAAP metric that measures profitability performance without factoring in effects of financing, accounting decisions regarding non-cash expenses, capital expenditures or tax environments.  Excluding the noncash effects of depreciation, amortization of intangible assets and stock option expense, 1Q 20222023 consolidated EBT excluding the remeasured bank balance currency gain or loss and interest expense (“adjusted consolidated EBITDA”) was $6,371were $6,919 compared to $5,776 in 1Q 2021.  UTMD’s adjusted consolidated EBITDA as a percentage of sales was 51.7%$6,371 in 1Q 2022, compared to 52.7% in 1Q 2021.  The slightly lower EBITDA percent of sales was due to the lower Gross Profit Margin.an 8.6% increase. Management believes that thisthe 1Q 2023 EBITDA operating metricperformance provides meaningful supplemental information to both management and investors and confirmsa start that is consistent with achieving its financial objectives for the calendar year 2023, as previously provided in its 2022 SEC 10-K Report. UTMD’s continued excellent financial operating performance.trailing last twelve-month EBITDA was $28,439.

UTMD’s non-US GAAP adjusted consolidated EBITDA is the sum of the elements in the following table, each element of which is a US GAAP number:  

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g)Net Income 

Net Income in 1Q 20222023 of $3,534$4,214 was 16.9%19.2% higher than the Net Income of $3,024$3,534 in 1Q 2021.2022. UTMD’s Net Income Margin, which is Net Income divided by consolidated sales, was 33.7% in 1Q 2023 and 28.7% in 1Q 2022 and 27.6% in 1Q 2021.2022. The average consolidated income tax provision rates (as a % of EBT) in 1Q 2023 was 17.7% and in 1Q 2022 and 1Q 2021 werewas 22.0% and 22.4%, respectively.. The slightly lower provision rate in 1Q 2023 resulted primarily from the distribution mixa portion of EBT of UTMD’s subsidiaries subject to differinginterest income tax rates. The basic tax rates in each of the sovereignties were the same as in the prior year.that is tax-exempt.

h)  Earnings Per Share (EPS) 

EPS are consolidated Net Income divided by the weighted average number of shares of stock outstanding (diluted to take into consideration stock option awards which are “in the money,” i.e., have exercise prices below the applicable period’s weighted average market value).

Diluted EPS in 1Q 20222023 were 16.6%20.2% higher than in 1Q 2021, consistent with the2022.  UTMD’s increase in Net Income becauseNI was leveraged for EPS as a result of 28,629 fewer diluted shares used to calculate EPS were only slightly higher.in 1Q 2023 compared to 1Q 2022. Diluted shares were 3,636,286 in 1Q 2023 compared to 3,664,915 in 1Q 2022 compared to 3,655,256 in 1Q 2021.  The slightly higher diluted2022.  Outstanding shares in 1Q 2022 were the result of employee option exercises during the previous four calendar quarters offset by a slightly lower dilution factor for unexercised options. The number of shares added as a dilution factor in 1Q 2022 was 10,125 compared to 11,168 in 1Q 2021.

Outstanding shares3,628,067 at the end of 1Q 2022 were 3,654,987 compared to 3,654,737 at the end of calendar year 2021. The difference was due to employee option exercises during 1Q 2022. Outstanding shares were 3,645,760 at the end of 1Q 2021.2023. The number of shares used for calculating EPS 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 March 31, 20222023 was 51,28366,883 at an average exercise price of $69.17,$73.64, including shares awarded but not yet vested.  This compares to 51,85867,433 unexercised option shares at the end of 20212022 at an average exercise price of $69.24/$73.66/ share, including shares awarded but not vested. The difference was due to 300 employee option exercises and 250 cancellations during 1Q 2023. The number of shares added as a dilution factor in 1Q 2023 was 8,456 compared to 10,125 in 1Q 2022.

Outstanding shares at the end of 1Q 2023 were 3,628,067 compared to 3,627,767 at the end of calendar year 2022. The difference was due to 300 employee option exercises during 1Q 2023.

There were no stock repurchases in 1Q 2023.  During the last year since the end of 1Q 2022, UTMD repurchased 30,105 of its shares.  No options were awarded in 1Q 2023.  During the last year since the end of 1Q 2022, or in all20,600 options were awarded to 40 employees at an exercise price of calendar year 2021.$82.60.

UTMD paid a $1,070 ($0.295/share) cash dividend to stockholders in 1Q 2023. UTMD did not pay a cash dividend to stockholders in 1Q 2022 because the special $7,309 ($2.00/share) dividend, which was declared in 4Q 2021, was paid in December before the end of the 2021 calendar year instead of in January 2022.    In 1Q 2021, a $1,038 ($0.285/ share) dividend, which was declared in 4Q 2020, was paid to stockholders.    

During 1Q 20222023 and all of calendar year 2021,1Q 2022, UTMD did not repurchase its shares. In 2Q 2022, UTMD repurchased 30,105 shares at $82.88 per share. The Company retains the strong desire and financial ability for repurchasing its shares at a price it believes is attractive for remaining stockholders. UTMD’s closing share price at the end of 1Q 20222023 was $89.86,$94.77, down 10%6% from the $100.00$100.53 closing price at the end of 2021.2022.  The closing share price at the end of 1Q 20212022 was $86.60.$89.86.

i) Return on Equity (ROE) 

ROE is the portion of Net Income retained by UTMD to internally finance its growth, divided by the average accumulated Stockholders’ Equity for the applicable time period. Annualized ROE (before stockholder dividends) in 1Q 20222023 was 13%15% and in 1Q 20212022 was 12%13%.  The higher ROE in 1Q 20222023 was due to 17%19% higher Net Income divided by 4%7% higher average Stockholders’ Equity. Targeting a high ROE of 20% remains a key financial objectivetarget for UTMD management.  ROE can be increased by increasing Net Income, and/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 $6,915 in 1Q 2023 compared to $5,046 in 1Q 2022 compared to $5,533 in 1Q 2021.2022.  Net Income provided $511$680 more to cash in 1Q 20222023 than in 1Q 2021.2022.  Other differences in cash provided during the two periods were a $643$2,350 higher source of cash from trade accounts receivable, a $141 lower reduction in deferred income taxes and a $135 difference with lower instead of higher prepaid expenses and other current assets, offset by a $886 higher use of cash for accounts payable, a $276 higher increase in accounts payableinventories and a $157$247 lower increase in accrued expenses, offset by an $809 increase in inventories compared to a $207 decrease in 1Q 2021 and a $521 greater increase in trade accounts receivable.expenses.    

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Capital expenditures for property and equipment (PP&E) were $43 in 1Q 2023 compared to $237 in 1Q 2022 compared to $10 in 1Q 2021 as UTMD continues to invest in equipment for manufacturing specialized pressure transducers for its bio-pharmaceutical OEM customer.  During the remainder of 2022, UTMD intends to make additional investments in increasing capacity for the same OEM customer.2022.  Depreciation of PP&E was $155 in 1Q 2023 compared to $149 in 1Q 2022 compared to $163 in 1Q 2021.2022.   

Cash dividends paid to stockholders in 1Q 20222023 were zero$1,070 compared to $1,038zero in 1Q 20212022 because the special $7,309 dividend declared in 4Q 2021 was paid in December 2021 instead of in January 2022.

In 1Q 2023, UTMD received $21 and issued 300 shares of its stock upon the exercise of employee stock options.  Option exercises in 1Q 2023 were at an average price of $69.83 per share.  In comparison, in 1Q 2022 UTMD received $19 and issued 250 shares of its stock upon the exercise of employee stock options.  Option exercises in 1Q 2022 were at an average price of $76.33 per share.  In comparison, in 1Q 2021 UTMD received $89 and issued 2,725 shares of its stock upon the exercise of employee stock options.  Option exercises in 1Q 2021 were at an average price of $32.59 per share.   

Management believes that current cash balances, income from operations and effective management of working capital will provide the liquidity needed to meet the challenges of the current economic environment in achieving operating objectives, to maintain the capability to make opportunistic investments that will provide for growth in future profits and to continue to allocate capital in a way that will maximize stockholder value over time. During the remainder of 20222023 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 

UTMD’s March 31, 20222023 Balance Sheet, in the absence of debt, continued to strengthen.

March 31, 20222023 total consolidated assets increased $4,167$3,896 from December 31, 20212022 to $119,803.$127,770. The increase was due to a $4,898$5,860 increase in cash and investmentsa $17 increase in net fixed assets (property, plant and equipment), offset by a $1,425 increase$667 decrease in current assets other than cash offset by $70 lower net fixed assets (property, plant and equipment) and $2,086$1,314 lower net intangible assets.

The increase in cash was due to cash generated from operations and the fact thatcoupled with a dividend to stockholders normally paid$781 decrease in 1Q 2022 was paid in 4Q 2021, lowering 2021 year-end cash, plus some changes innon-cash working capital. Current assets as a whole increased $6,323$5,193 while current liabilities as a whole increased $2,353,$114, yielding a $3,970$5,079 increase in working capital to $73,383.$89,038.  The increasedecrease in current assets other than cash resulted primarily from a $589 increase$1,720 decrease in receivables and a $771offset by an $1,126 increase in consolidated inventories. Average inventory turns were 2.72.0 in 1Q 20222023 compared to 2.82.6 for the 20212022 year.  Accounts receivable increased $589were $1,720 lower due to slowerfaster collections, with the average age of trade receivables at 4227 days from date of invoice at March 31, 20222023 compared to 3637 days at December 31, 2021.  Despite the working capital increase,2022.  UTMD’s extraordinary 19.5excellent 15.1 current ratio at December 31, 2021 declined2022 improved to 13.015.7 at March 31, 2022 primarily due to2023 because current assets which increased 9%5.8% when current liabilities increased 63%just 1.9%.  The much higher current liability increase resulted from a lower accrued liabilities balance on December 31, 2021 from the early payment of a stockholder dividend before the end of 2021, and a much higher accounts payable balance on March 31, 2022 from building inventory to hedge against supply chain disruption.    

The $70 lower$17 higher net fixed assets at March 31, 20222023 compared to December 31, 20212022 resulted from $237$43 in capital expenditures, $149$155 in depreciation and the impact of the period-to-period foreign currency exchange (FX) rates for assets OUS.  FX rates for Balance 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 1Q 20222023 and the end of 20212022 follow:

At March 31, 2022,2023, net Intangible Assets decreased to 24.5%17.5% of total consolidated assets from 27.2%19.2% on December 31, 20212022 because of the 1Q 2022 $1,6462023 $1,588 amortization of identifiable intangibles, offset by a lowerhigher FX rate for remaining GBP intangible assets in the UK and aided by the higher period endperiod-end total asset denominator.

CurrentThe $114 increase in current liabilities increased $2,353 aswas a result of a $1,660$305 increase in accrued liabilities, primarily for income taxes and customer deposits, offset by a $693 increase$191 decrease in accounts payable. Long term liabilities declined $216increased $19 to $4,537$3,678 primarily as a result of $159an increase in deferred income taxes in the U.S. and Ireland. Long term liabilities declined by a $57 lower deferred tax liability for the Femcare Ltd GBP IIA to $1,946$1,456 at March 31, 20222023 compared to $9,084 on the date of the 2011 acquisition. 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 Ltd IIA. UTMD’s total debt ratio (total liabilities/total assets) as of March 31, 20222023 was 8.9%7.6% compared to 7.3%7.8% as of December 31, 2021.2022.

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l)Management's Outlook 

Based on the first quarter of 20222023 results, UTMD expects to achieve its plan for 20222023 as a whole, as described in its 20212022 Form SEC 10-K.  UTMD’s objectives for 20222023 remain to

1)exploit distribution and manufacturing synergies by further integrating capabilities and resources in its multinational operations;   

2)focus onmore effectively direct marketingmarket the benefits of the Filshie Clip System in the U.S.; 

3)introduce additional products helpful to clinicians through internal new product development; 

4)continue to achieve profitable overall financial operating performance and a stable working environment for employees;  

5)utilize positive cash generation to continue providing cash dividends to stockholders and make open market share repurchases if/when the UTMD share price seems undervalued; and 

6)be vigilant for accretive acquisition opportunities which may be brought about by the current challenging economic environment on companies with more limited resources.  

m)Accounting Policy Changes 

None.

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 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 .9013, .8790.9198, .9351 and .8515.9013 EUR per USD as of March 31, 2022,2023, December 31, 20212022 and March 31, 2021, respectively.  Exchange rates were .7603, .7388,.8085, .8280, and .7247.7603 GBP per USD as of March 31, 2022,2023, December 31, 20212022 and March 31, 2021,2022, respectively.  Exchange rates were 1.3338, 1.37591.4695, 1.4919 and 1.31351.3338 AUD per USD on March 31, 2022,2023, December 31, 20212022 and March 31, 2021,2022, respectively.  Exchange rates were 1.2483, 1.2656,1.3532, 1.3526, and 1.2571 CAD per USD on March 31, 2022,2023, December 31, 2021,2022, and March 31, 20212022 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 March 31, 2022.2023. Based on this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of March 31, 2022,2023, the Company’s disclosure controls and procedures were effective.

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2022,2023, 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

UTMD is a party from time to time in litigation incidental to its business. Presently, except for the Filshie clip lawsuits initiated by a single U.S. law firm, there is no litigation or threatened litigation. The Company believes thatdoes not expect the outcome of presentthe Filshie clip litigation will not be material to itsconsolidated 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, 2021,2022, 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 or executive order healthcare interference in the United States renders the U.S. medical device marketplace unpredictable. A fully government-run healthcare system would likely eliminate healthcare consumer choice as well as commercial incentives for innovation.  Restrictions on “nonessential” medical procedures during a pandemic reduce the demand for certain of UTMD’s medical devices.

Increasing regulatory burdens, including premarketing approval delays, may result in significant loss of revenue, unpredictable costs and loss of management focus on developing and marketing products that improve the quality of healthcare:

Thousands of small focused medical device manufacturers including UTMD that do not have the overhead structure that the few large medical device companies can afford are increasingly burdened with bureaucratic and underqualified regulator demands that are not reasonably related to assuring the safety or effectiveness of the devices that they provide.  Premarketing submission administrative burdens, and substantial “user fees” or notified body review fees, represent a significant non-clinical and/or non-scientific barrier to new product introduction, resulting in lack of investment or delays to revenues from new or improved devices.  The risks associated with such circumstances relate not only to substantial out-of-pocket costs, including potential litigation in millions of dollars, but also loss of business and a diversion of attention of key employees for an extended period of time from managing their normal responsibilities, particularly in new product development and routine quality assurance activities. 

Group Purchasing Organizations (GPOs) in the U.S. add non-productive costs, weaken the Company’s marketing and sales efforts and cause lower revenues by restricting access:

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.  Despite rhetoric otherwise, 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 driven by collection of their administrative fees. 

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 and overly cumbersome regulatory environment, the Company’s views of the future and product/ market strategy may not yield financial results consistent with the past. 

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. 

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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 suffered 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, 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 devices and/or U.S. made raw materials and components are likely being purchased in fixed USD. 

Trade restrictions and /or tariffs resulting from changing government trade policies have the potential to disrupt UTMD’s supply chain.

The COVID-19 pandemic could continue to disruptLack of predictability of a major OEM customer currently representing over 20% of UTMD’s supply chain or interfere with normal business operations due to continued loss of employee availability and higher input costs..sales.

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

UTMD did not purchase any of its own securities during 1Q 2023 and in 2022 or year 2021.it purchased 30,105 of its shares in the open market for $2,495 including commissions and fees ($82.88/ share.)

Item 6.  Exhibits

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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:        5/11/225/23                             By:       /s/ Kevin L. Cornwell                          

    Kevin L. Cornwell 

    CEO 

Date:        5/11/225/23                              By:       /s/ Brian L. Koopman                            

    Brian L. Koopman 

Principal Financial Officer 

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