What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-12 · 204 added, 290 removed, 66 unchanged (88% of the section changed)

6 unchanged sentences

Currencies in this report are denoted as $ or USD = U.S.

A$ or AUD = Australia Dollars;

AUD = Australia Dollars;

£ or GBP = UK Pound Sterling;

2 unchanged sentences

Analysis of Results of Operations

Income statement results in 3Q and 9M 2024 compared to the same periods of 2023 were as follows:

Income statement results in the first quarter (1Q) of 2025 compared to 1Q 2024 were as follows:

Operating Income

Income Before Tax

Net Income (NI)

Earnings per Diluted Share (EPS)

Worldwide (WW) consolidated sales in 3Q 2024 were $2,500 lower than in 3Q 2023, and were $6,146 lower in 9M 2024 compared to 9M 2023.

WW sales to UTMD’s previous major OEM customer, PendoTECH, were $1,704 lower in 3Q 2024 than in 3Q 2023, and were $4,483 lower in 9M 2024 compared to 9M 2023 accounting for 73% of the lower year-to-date sales.

WW Filshie Clip System (Filshie) sales, which were not projected to be lower, were $193 lower in 3Q 2024 than in 3Q 2023, and were $1,110 lower in 9M 2024 compared to 9M 2023 accounting for 18% of the year-to-date sales decline.

In other words, those two sales categories combined represented 76% of the lower revenues in 3Q 2024, and 91% of the lower revenues in 9M 2024.

Sales invoiced in foreign currencies, which did not include PendoTECH biopharmaceutical OEM sales, represented 35% of total WW consolidated 3Q 2024 sales (when expressed in USD) and 33% of 9M 2024 total WW consolidated sales.

Constant currency sales, U.S.

dollar sales using the same foreign currency exchange (FX) rates as in the prior year’s same periods, were $96 higher in 3Q 2024 as a result of a stronger EUR and GBP compared to 3Q 2023, and $113 higher for 9M 2024.

Profit margins in 3Q and 9M 2024 compared to 3Q and 9M 2023 follow:

Gross Profit Margin (GP/ sales):

Operating Income Margin (OI/ sales):

EBT Margin (EBT/ sales):

Net Income Margin (NI/ sales):

EBT = Income Before Taxes = (Operating Income + Non-Operating Income)

In 3Q and 9M 2024, UTMD’s GP Margin (GPM) was hampered by planned higher manufacturing overhead costs with lower absorption as a result of lower sales.

Despite additional cost-of-living adjustments for production workers and continued “sticky inflation” in raw material costs, UTMD’s GPMs in 2024 have not declined as much as projected at the beginning of the year due to reductions in headcount, including management, not planned at the beginning of the year.

Compared to the prior year, OI Margins in 2024 benefited from the fact that the amortization of the $21 million identifiable intangible asset (IIA) associated with UTMD’s 2019 purchase of CooperSurgical Inc’s (CSI’s) exclusive right to distribute the Filshie Clip System in the U.S.

ended in October 2023.

In other words, there was $1,105 (8.8% of revenues) in 3Q 2023 operating expense and $3,316 (also 8.8% of revenues) in 9M 2023 operating expense that was zero in 2024.

On the other hand, UTMD’s OI Margin was diluted in 2024 by the fact that ongoing litigation expenses related to Filshie product liability claims were 4.26% of revenues in 3Q 2024 compared to 2.78% in 3Q 2023, and 5.71% of revenues in 9M 2024 compared to 2.74% in 9M 2023.

EBT and Net Income margins were enhanced by higher net non-operating income despite a new 1% excise tax on share repurchases (included as an offsetting non-operating expense) that occurred only in 2024 as no UTMD shares were repurchased in 2023.

Earnings Per Share (EPS) in 3Q 2024 were only 5% lower when revenues were 20% lower than in 3Q 2023, and in 9M 2024 EPS were only 9% lower when revenues were 16% lower than in 9M 2023.

EPS in 2024 were helped by share repurchases and a lower income tax provision rate compared to the prior year.

Additional income statement details are provided later in this report.

UTMD’s September 30, 2024 Balance Sheet continued to be about as strong as at the end of 2023 with a higher current ratio and lower total liabilities, despite lower sales and earnings, 9M 2024 cash payment of $3,222 in dividends to stockholders and use of $13,259 to repurchase shares.

The 3Q 2024 ending share price declined $17.31 (20.6%) from the end of 2023.

Foreign currency exchange (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 3Q 2024 compared to the end of calendar year 2023 and the end of 3Q 2023 follow:

b) Revenues (sales)

Earnings per Share (diluted)

Profit margins in 1Q 2025 compared to 1Q 2024 follow:

Gross Profit Margin (Gross Profit/ sales):

Operating Income Margin (Operating Income/ sales):

EBT Margin (Profits before Income Taxes/ sales):

Net Income Margin (Profit after Taxes/ sales):

Consolidated sales in 1Q 2025 were $1,630 lower than in 1Q 2024.

OEM sales to PendoTECH were $1,476 lower, representing 91% of the decline.

The decline in sales to PendoTECH in the first quarter represented 55% of the 2024-year total sales to PendoTECH.

Excluding PendoTECH sales, domestic sales in 1Q 2025 were 9% higher, and sales outside the U.S.

(OUS) were 14% lower in USD terms, compared to 1Q 2024.

Domestic sales in 1Q 2025 including PendoTECH were 10% lower and sales outside the U.S.

(OUS) including PendoTECH were 20% lower, in USD terms, compared to 1Q 2024.

Using the same foreign currency exchange (FX) rates for sales not invoiced in USD, i.e.

in “constant currency” terms, OUS sales were 19% lower.

Although 30% of consolidated USD sales were invoiced in foreign currencies, the change in FX rates for OUS sales had a minor 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 2025 and 1Q 2024 follow:

The weighted-average negative impact on foreign currency sales was 1.4%, decreasing reported USD sales $43 relative to the same foreign currency sales in 1Q 2024.

In constant currency terms, total consolidated 1Q 2025 sales were $1,588 (14.0%) lower than in 1Q 2024.

UTMD’s 1Q 2025 Gross Profit at $5,538 was $1,227 lower than 1Q 2024 Gross Profit of $6,766.

The 18.1% lower Gross Profit was the result of 14.4% lower sales combined with a Gross Profit Margin (GPM), Gross Profit/ sales, almost three percentage points lower than in 1Q 2024.

The lower GPM was due to manufacturing overhead costs which did not decline proportionally to the sales decline.

Consolidated Operating Income, which is Gross Profit less Operating Expense (OE), in 1Q 2025 at $3,154 (32.5% of sales) was only $730 lower than 1Q 2024 OI of $3,883 (34.2% of sales), despite the $1,227 lower Gross Profit.

OE in 1Q 2025 were $498 lower than in 1Q 2024 primarily due to $437 lower litigation expenses, which are included in General and Administrative (G&A) portion of OE.

The other components of OE, Product Development (R&D) expenses and Sales & Marketing (S&M) expenses, were $112 lower and $88 higher than in 1Q 2024, respectively.

The lower R&D expense was related to independent certification of UTMD’s own biopharma manufacturing pressure sensors in 1Q 2024.

Income Before Tax (EBT) had a higher percentage decline than Operating Income because net non-operating income in 1Q 2025 was $705 compared to $915 in 1Q 2024.

The lower net non-operating income was due to lower interest earned on cash balances and an excise tax levied on share repurchases.

Combining the $730 lower Operating Income with $210 lower net non-operating income yielded 1Q 2025 EBT $940 (19.6%) lower than in 1Q 2024.

UTMD’s EBT Margin (EBT/ sales) was 39.7% in 1Q 2025 compared to 42.3% in 1Q 2024.

UTMD’s consolidated income tax provision rate in 1Q 2025 was 21.2% compared to 17.6% in 1Q 2024.

An EBT mix difference with a greater share of consolidated EBT generated in the U.S., and an income tax true-up related to repatriation tax payments, caused the provision rate difference.

The basic corporate income tax rate for the U.S.

(including Utah) is 25.45% and for Ireland on EBT from exports is 12.5%.

The higher income tax provision rate on top of the 19.6% lower EBT resulted in 1Q 2025 Net Income that was 23.1% lower than in 1Q 2024.

During the four calendar quarters following the end of 1Q 2024, UTMD repurchased 313,120 of its shares in the open market which resulted in 1Q 2025 EPS to only be 16.0% lower than 1Q 2024 despite 23.1% lower Net Income.

There was no dilution from outstanding employee stock options for purposes of calculating diluted EPS in either 1Q 2025 or 1Q 2024.

UTMD’s March 31, 2025 Balance Sheet, in the absence of debt, remained strong.

Despite using $4.4 million in cash during 1Q 2025 to make share repurchases, pay stockholder dividends and purchase new equipment, UTMD’s March 31, 2025 cash equivalent balance of $83.3 million was slightly higher than the $83.0 million balance three months earlier at December 31, 2024.

Stockholders’ Equity also remained almost the same at $117 million at the end of 1Q 2025 from three months earlier despite the fact that dividends and share repurchases reduce Stockholders’ Equity.

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 2025 and the end of 1Q 2024 follow:

Terms of sale are established in advance of UTMD’s acceptance of customer orders.

For the U.S., Ireland, UK, France, Canada, Australia and New Zealand, UTMD generally accepts orders directly from and ships 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.

About 14% of UTMD’s domestic end user sales, excluding Filshie device sales, 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 for customers in the U.S.

and outside the U.S.

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 2025 and 1Q 2024.

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 or less.

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 is not inconsistent with UTMD’s disclosure that the selling price is fixed prior to the acceptance of a specific customer order.

Total WW UTMD consolidated 3Q 2024 sales were $2,500 (20.0%) lower than in 3Q 2023.

WW constant currency sales were $2,596 (20.8%) lower.

domestic sales were 21.7% lower (obviously without any FX impact), and outside the U.S.

(OUS) sales were 17.6% lower.

Without the benefit of a weaker USD in converting foreign currency sales, 3Q 2024 OUS sales were 19.4% lower.

Domestic U.S.

sales in 3Q 2024 were $5,687 compared to $7,265 in 3Q 2023.

Domestic sales are invoiced in USD and not subject to FX rate fluctuations.

The components of domestic sales include 1) “direct other device 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) “direct Filshie device sales”.

UTMD separates Filshie device sales from other medical device sales direct to medical facilities because of their significance, and acquisition history.

Domestic direct other device sales, representing 66% of total domestic sales, were $345 (8.4%) lower in 3Q 2024 than in 3Q 2023.

Domestic OEM sales, representing 16% of total domestic sales, were $1,111 (54.7%) lower, with $1,222 lower U.S.

PendoTECH biopharmaceutical OEM sales.

Direct Filshie device sales, representing 18% of total domestic sales, were $122 (10.7%) lower in 3Q 2024 compared to 3Q 2023.

OUS sales in 3Q 2024 were 17.6% lower at $4,318 compared to $5,240 in 3Q 2023.

The decrease in USD-denominated OUS sales was mitigated as a result of a weaker USD relative to the EUR and GBP, which added $96 to OUS sales that were invoiced in GBP, EUR, AUD and CAD foreign currencies in constant currency terms.

FX rates for income statement purposes are transaction-weighted averages.

The weighted-average FX rates from the applicable foreign currency to USD during 3Q 2024 and 3Q 2023 for revenue purposes follow:

The weighted average favorable FX rate difference impact on 3Q 2024 foreign currency OUS sales was 2.9%, increasing reported USD sales by $96 relative to the same foreign currency sales in 3Q 2023.

In constant currency terms, foreign currency sales in 3Q 2024 were 7.3% higher than in 3Q 2023.

The portion of OUS sales invoiced in foreign currencies in USD terms were 34.5% of total consolidated 3Q 2024 sales compared to 25.0% in 3Q 2023.

OUS sales invoiced in foreign currencies are due to direct end-user sales in Ireland, the UK, France, Canada, Australia and New Zealand, and to shipments to OUS distributors of products manufactured by UTMD subsidiaries in Ireland and the UK.

Export sales from the U.S.

to OUS distributors are invoiced in USD.

Direct to end-user foreign currency OUS 3Q 2024 sales in USD terms were 4.2% higher in Ireland, 10.8% lower in Canada, 6.2% lower in France, 20.3% lower in AUS/NZ and 0.6% higher in the UK than in 3Q 2023.

Sales to OUS distributors excluding PendoTECH were 11.6% lower in 3Q 2024 than in 3Q 2023.

Total consolidated 9M 2024 UTMD WW consolidated sales were $6,146 (16.2%) lower than in 9M 2023.

Constant currency 9M 2024 sales were helped $113 (+0.4%) due to a generally weaker USD year-to-date.

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 2025 UTMD sales were $1,630 (14.4%) lower than in 1Q 2024.

Constant currency sales were $1,588 (14.0%) lower.

domestic sales were 9.8% lower and OUS sales were 19.8% lower.

Domestic U.S.

sales in 9M 2024 were $17,709 compared to $21,467 in 9M 2023.

Direct other device sales, representing 62% of total domestic sales, were $459 (4.0%) lower in 9M 2024 than in 9M 2023.

The lower direct other device sales year-to-date resulted from continued supply chain disruption.

Domestic OEM sales, representing 21% of total domestic sales, were $2,815 (43.3%) lower.

The PendoTECH biopharmaceutical portion of domestic OEM sales were $3,083 (61.7%) lower.

In other words, 9M 2024 non-PendoTECH OEM sales were $265 higher.

Direct domestic Filshie device sales, representing 17% of total domestic sales, were $483 (13.5%) lower in 9M 2024 compared to 9M 2023.

UTMD’s beginning-of-year projections assumed that U.S.

Filshie device sales would not be lower in 2024.

OUS sales in 9M 2024 were 14.5% lower at $14,036 compared to $16,424 in 9M 2023.

The decrease in 9M 2024 USD-denominated OUS sales was mitigated as a result of a weaker USD relative to the GBP and EUR which added a net $113 to OUS sales (constant currency terms) after the offsetting negative impact of a weaker AUD and CAD.

FX rates for income statement purposes are transaction-weighted averages.

The weighted-average FX rates from the applicable foreign currency to USD during 9M 2024 and 9M 2023 for revenue purposes follow:

The weighted-average favorable impact on 9M 2024 WW consolidated sales was 0.4%, increasing reported USD sales by $113 compared to using the same foreign currency exchange rates as in 9M 2023.

In constant currency terms, OUS sales in 9M 2024 were 15.2% lower than in 9M 2023.

The portion of OUS sales invoiced in foreign currencies in USD terms was 33.5% of total consolidated 9M 2024 sales compared to 28.8% in 9M 2023.

Direct to end-user foreign currency OUS 9M 2024 sales in USD terms were 15.2% higher in Ireland, 10.0% lower in Canada, 16.8% lower in France, 5.7% higher in the UK and 18.1% lower in AUS/NZ.

Sales to OUS distributors/OEM (excluding PendoTECH biopharmaceutical) customers were 8.5% lower in 9M 2024 than in 9M 2023.

Since shipments to OEM customers and OUS distributors typically have longer lead times, the current order backlog added to 9M 2024 sales results for those segments helps provide a fair estimate for 2024 sales as a whole, barring new raw material supply constraints.

Management now expects that WW PendoTECH biopharmaceutical OEM sales will be $6 million lower in 2024 than in 2023, representing less than 7% of 2024 total consolidated sales compared to 17% in 2023.

Along with the decline in Filshie Clip System sales, this suggests a total annual 2024 consolidated sales decline of 18% to 19% compared to 2023.

UTMD segments sales into the following general product categories:

gynecology/ electrosurgery, labor & delivery, neonatal critical care, and miscellaneous including blood pressure monitoring kits and accessories as well as related OEM products.

In 3Q 2024 compared to 3Q 2023, WW gynecology/ electrosurgery sales were 5% lower, WW neonatal device sales were 9% lower, WW labor & delivery device sales were 26% lower and WW blood pressure monitoring and related OEM product sales were 44% lower.

In 9M 2024 compared to 9M 2023, WW gynecology/ electrosurgery device sales were 5% lower, WW labor & delivery device sales were 12% lower, WW neonatal device sales were 3% lower and WW blood pressure monitoring and related OEM product sales were 38% lower.

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 :

Labor & Delivery

Because of the relatively short span of time, results for any given three-month period in comparison with a previous three-month period may not be indicative of comparative results for the year as a whole.

Domestic sales in 1Q 2025 were $5,583 compared to $6,192 in 1Q 2024.

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.

1) Direct sales, representing 70% of total domestic sales, were $406 (+11.6%) higher in 1Q 2025 than in 1Q 2024.

This was primarily due to recovery of NICU device sales that were harmed in 1Q 2024 from continuing supply chain disruption for raw material components.

2) OEM sales, representing 11% of total domestic sales, were $993 (61.3%) lower.

sales to UTMD’s largest OEM customer, PendoTECH, were $1,047 lower in 1Q 2025 compared to 1Q 2024.

All other U.S.

OEM sales were $54 (+10.8%) higher.

3) Domestic Filshie device sales which were just $22 (2.0%) lower in 1Q 2025 compared to 1Q 2024 appear to have stabilized compared to recent previous period declines.

OUS sales in 1Q 2025 were $4,127 compared to $5,149 in 1Q 2024.

OUS OEM sales to PendoTECH were $429 lower, representing almost half of the decline.

In 1Q 2024, UTMD had enjoyed a sporadic Africa distributor order for ES components that did not repeat in 1Q 2025, representing another 25% of the OUS sales decline.

OUS sales invoiced in GBP, EUR, AUD and CAD currencies were decreased $43 as a result of changes in FX rates, resulting primarily from a 6.0% weaker CAD and 4.5% weaker AUD.

In other words, constant currency OUS sales were $4,170, which was 11.7% lower than in 1Q 2024 excluding PendoTECH.

OUS sales invoiced in foreign currencies in 1Q 2025 were $2,944, which was 71% of OUS sales and 30% of total 1Q 2025 consolidated sales.

Foreign currency OUS sales in 1Q 2024 were $3,487, which was 68% of OUS sales and 31% of total 1Q 2024 consolidated sales.

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

Sales to PendoTECH are included in the Blood Pressure Monitoring product category:

WW revenues (USD) by product category:

Gynecology/ Electrosurgery/ Urology

Blood Pressure Monitoring and Accessories*

OUS revenues by product category :

Labor & Delivery

OUS revenues (USD) by product category:

Gynecology/ Electrosurgery/ Urology

Blood Pressure Monitoring and Accessories*

* includes assemblies and molded components sold to OEM customers.

*includes molded components sold to OEM customers.

c) Gross Profit

Gross Profit results from subtracting the costs of manufacturing, quality assurance and receiving materials from suppliers from revenues.

UTMD’s Gross Profit was $1,557 (21.2%) lower in 3Q 2024 than in 3Q 2023, and $4,120 (18.0%) lower in 9M 2024 than in 9M 2023.

Despite the decline, this represented a better outcome than was projected at the beginning of the year.

Given the Company’s strategy of vertical integration in a complex medical device industry, the relatively fixed manufacturing overhead costs of retaining critical management, engineering and quality assurance capabilities dominates other more variable manufacturing costs of direct labor and materials.

During 3Q and 9M 2024, UTMD was able to make some overhead adjustments that were not projected at the beginning of the year which allowed Gross Profit Margins to not be significantly lower than in 2023.

Gross Profit results from subtracting the costs of manufacturing products, including direct labor, raw materials and manufacturing overhead expenses, from revenues.

Manufacturing overhead expenses include supervision, engineering, quality assurance, outside services, depreciation of manufacturing equipment, purchasing and freight (including tariffs) for receiving raw materials from vendors.

UTMD’s Gross Profit was $1,227 (18.1%) lower in 1Q 2025 than in 1Q 2024.

Gross Profit declined more than revenues due to lower absorption of manufacturing overhead costs which, because of their more fixed nature, were only 5.0% lower when sales were 14.4% lower.

Management expects revenues to be consistent with 1Q 2025 during the remainder of the year, so it has projected a similar percentage decline in its Gross Profit Margin for the year as a whole.

d) Operating Income

Operating Income results from subtracting Operating Expenses from Gross Profit.

Operating Income in 3Q 2024 was $3,343 compared to $3,969 in 3Q 2023, a $626 (15.8%) decline;

and was $10,664 in 9M 2024 compared to $12,833 in 9M 2023, a $2,169 (16.9%) decline.

Operating Expenses are comprised of Sales and Marketing (S&M) expenses, General and Administrative (G&A) expenses and Product Development (R&D) expenses.

The following table summarizes Operating Expenses in 3Q and 9M 2024 compared to the same periods in 2023 by Operating Expense (OE) category:

The large G&A expense change which allowed UTMD’s Operating Expense ratio to be lower in 2024 were the noncash IIA amortization expenses of $1,105 in 3Q 2023 and $3,316 in 9M 2023 that did not recur in 2024 (i.e.

the CSI IIA had been fully amortized in 4Q 2023).

Changes in foreign currency exchange (FX) rates did not have a significant impact on OUS Operating Expense results in 9M 2024.

The FX rate changes are noted in the revenues sections above.

A stronger EUR, GBP and AUD in 3Q 2024 helped increase OUS S&M expense by $2 and OUS G&A expense by $21, of which $13 was from the same GBP amortization of Femcare IIA in 3Q 2024 and 2023.

A stronger EUR and GBP offset by a weaker AUD and CAD in 9M 2024, increased OUS S&M expenses by $2 and OUS G&A expenses by $51, of which $37 was from the same GBP amortization of Femcare IIA in both 9M 2024 and 9M 2023.

Operating Income results from subtracting Operating Expenses (OE) from Gross Profit.

OE are comprised of G&A expenses, S&M expenses and R&D expenses.

Consolidated OE were $2,385 in 1Q 2025 (24.6% of sales) compared to $2,882 in 1Q 2024 (25.4% of sales).

Ignoring the portion of OE that were litigation expenses and non-cash Identifiable Intangible Asset (IIA) amortization expense, OE in 1Q 2025 were $1,570 (16.2% of consolidated sales) compared to $1,628 (14.4% of sales) in 1Q 2024.

FX rate differences affecting OUS OE in USD terms in 1Q 2025 compared to 1Q 2024 were minor.

All foreign currencies were slightly weaker which reduced 1Q 2025 OUS OE excluding the UK IIA expense just $7 in constant currency.

A weaker GBP in 1Q 2025 compared to 1Q 2024 decreased IIA amortization expense also captured in the G&A category in the UK by less than $3.

Consolidated G&A expenses were $1,731 (17.8% of sales) in 1Q 2025 compared to $2,205 (19.4% of sales) in 1Q 2024.

G&A expenses include litigation costs which were $314 in 1Q 2025 compared to $751 in 1Q 2024.

G&A expenses in 1Q 2025 included $501 (5.2% of sales) of non-cash expense from the amortization of IIA resulting from the 2011 Femcare acquisition, which were $504 (4.4% of sales) in 1Q 2024.

The decrease was the result of a weaker GBP as the Femcare GBP-denominated expense was the same in both periods.

Excluding litigation costs and non-cash Filshie-related IIA amortization expenses, G&A expenses were $916 (9.4% of sales) in 1Q 2025 compared to $950 (8.4% of sales) in 1Q 2024.

The change in FX rates decreased 1Q 2025 OUS G&A expenses by less than $8, comprised of decreasing IIA amortization expense by less than $3 and all other G&A expenses by $5.

UTMD’s Operating Income Margin excluding IIA amortization and litigation expense was 40.9% in 1Q 2025 compared to 45.3% in 1Q 2024.

S&M expenses were $500 (5.1% of sales) in 1Q 2025 compared to $412 (3.6% of sales) in 1Q 2024.

The change in FX rates decreased 1Q 2025 OUS S&M expenses by less than $3.

The $91 constant currency increase was due to increases in S&M salaries and medical costs for employees on board in both periods, and the timing of trade shows.

R&D expenses in 1Q 2025 were $155 (1.6% of sales) compared to $266 (2.3% of sales) in 1Q 2024.

There were no OUS R&D expenses.

S&M expenses in 3Q 2024 were up $20 mainly as a result of salary increases, but also some additional sales personnel resources in Australia.

S&M expenses in 9M 2024 were $186 higher as a result of a 2Q 2024 $100 medical expense in UTMD’s U.S.

self-insured health care plan, $78 higher salaries and consulting fees, and $8 higher trade show costs.

UTMD did not reduce S&M personnel in 9M 2024.

R&D expenses were higher in both periods primarily from testing and qualification of UTMD’s own-branded biopharmaceutical process high-pressure monitoring devices, which it has not yet begun to market.

A division of G&A expenses by location follows.

G&A expenses include non-cash expenses from the amortization of IIA associated with the Filshie Clip System, which is also itemized below:

G&A Expense Category

IIA Amort – UK:

IIA Amort – CSI:

Although the UK IIA amortization expense in GBP currency was the same as in the prior year’s same periods, the 3Q 2024 Operating Income margin was diluted by 1.2 percentage points, and the 9M 2024 Operating Income margin was diluted by 0.9 percentage points, due to lower sales and the GBP FX rate difference.

But total non-cash IIA amortization expense was just 5% of revenues in both 3Q and 9M 2024 compared to 13% of revenues in both 3Q 2023 and 9M 2023 due to the completion of CSI IIA amortization in 2023.

Litigation expenses for Filshie product claims in the U.S.

were higher and sales were lower in both 3Q 2024 and 9M 2024 relative to the same periods in 2023, which resulted in diluting UTMD’s Operating Income margins by 1.6 percentage points in 3Q 2024 and by 3.1 percentage points in 9M 2024.

OUS G&A expenses in USD terms were $857 ($836 in constant currency) in 3Q 2024 compared to $818 in 3Q 2023.

UK IIA amortization expense accounted for $13 of the total $21 increase due to FX rate changes.

OUS G&A expenses were $2,540 ($2,489 in constant currency) in 9M 2024 compared to $2,416 in 9M 2023.

UK IIA amortization expense accounted for $37 of the total $51 increase due to FX rate changes.

In 3Q 2024 compared to 3Q 2023, the $23 higher Other-UK (non-litigation or IIA amortization expenses) G&A expenses were essentially due to period-to-period FX rate changes converting GBP expenses to USD, as well as FX transaction losses from the timing of actual collection to when shipments were invoiced.

In 9M 2024 compared to 9M 2023, the $46 higher Other-UK (non-litigation or IIA amortization expenses) G&A expenses were essentially due to the same FX rate issues, and, in addition, to higher salaries and property taxes.

In summary, although Consolidated Revenues (the denominator) and Operating Profit (the numerator) were substantially lower in 2024 time periods compared to 2023 time periods, the Operating Income margin in 3Q 2024 was substantially higher than in 3Q 2023, and the Operating Income margins in 9M 2024 and 2023 were practically the same.

As noted above, UTMD’s total Operating Expenses as a percentage of sales were 24.6% and 27.1% in 3Q 2024 and 3Q 2023 respectively, and 25.7% and 26.7% of sales in 9M 2024 and 9M 2023 respectively.

This yielded an Operating Income margin in 3Q 2024 of 33.4% of sales compared to 31.7% of sales in 3Q 2023;

and 33.6% of sales in 9M 2024 compared to 33.9% of sales in 9M 2023.

The primary differences in period-to-period margins can be segmented in terms of percentage-point changes to UTMD’s Operating Income margin as follows:

Expense Category

3Q Pct-Point Margin Change

9M Pct-Point Margin Change

Gross Profit:

Litigation Expense (G&A)

IIA Amortization Expense – CSI (G&A)

IIA Amortization Expense – Femcare (G&A)

All Other Operating Expenses

Pct-Point Change in Operating Income margin:

“All Other Operating Expenses” in the table above includes all consolidated S&M expenses, all R&D expenses and all other consolidated G&A expenses excluding IIA amortization and U.S.

Fishie litigation expense.

Because of the significance of the IIA amortization expenses, and to remind stockholders of the history, the initial IIA amount of the 2011 Femcare UK purchase was £23,998.

After 13.5 years of amortization, the Femcare UK IIA remaining balance is £2,326 as of the end of 3Q 2024.

The Femcare IIA amortization will be complete in March 2026.

For both 3Q 2024 and 3Q 2023 in GBP terms, the IIA amortization expenses were £397.

For both 9M 2024 and 9M 2023, the IIA amortization expenses were £1,192.

The converted USD amortization expense in each period then varied according to the USD/GBP FX rate, which explains the difference in IIA amortization expense in IIA Amort-UK row in the table above.

The initial amount of IIA for the 2019 acquisition of 4.75 years’ remaining exclusive U.S.

Filshie device distribution and intellectual property rights from CooperSurgical Inc (CSI) was $21,000.

The straight-line amortization of the IIA was $1,105/ calendar quarter over the remaining 4.75 years of the prior distribution agreement at the time of acquisition.

The CSI IIA was fully amortized in 4Q 2023, yielding a substantial comparative Operating Income benefit in 2024.

The decrease was primarily due to one-time testing and certification of materials required for biopharma sensor manufacturing in 1Q 2024.

In summary, Operating Income in 1Q 2025 was $3,154 (32.5% of sales) compared to $3,883 (34.2% of sales) in 1Q 2024.

The 1Q 2025 Operating Income Margin did not decline as much as the GPM due primarily to lower litigation expenses.

A summary comparison of (USD) consolidated Operating Expenses follows:

G&A Expenses:

Femcare IIA amortization

Litigation Expense

All Other G&A Expenses

Total Operating Expenses:

e) Non-operating expense/ Non-operating income

Non-operating expense includes 1) bank fees;

2) losses from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms;

and 3) losses from disposition of assets.

Non-operating income includes 1) investment income from cash balances;

2) rent of underutilized property;

3) royalties received from licensing the Company’s technology;

4) gains from dispositions of assets;

and 5) gains from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms.

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 2025 was $705 compared to $915 in 1Q 2024.

Net Non-operating income in 9M 2024 was $2,524 compared to $2,239 in 9M 2023.

UTMD realized a $3 remeasured currency balance gain in 9M 2024 compared to a $7 remeasured currency balance loss in 9M 2023.

In 9M 2024, despite $16,481 use of cash for dividends and share repurchases, UTMD received $583 more in WW interest income.

However, a new excise tax in the U.S.

imposed on share repurchases reduced NOI in 9M 2024 by $133.

There were no share repurchases in 9M 2023, so no 2023 excise tax.

Also, Non-operating income generated in Ireland from renting unused warehouse space to a third party was about $170 less in 9M 2024 compared to 9M 2023.

The primary difference was $153 lower interest income due to lower average cash balances in 1Q 2025 compared to 1Q 2024 with lower interest rates.

In addition, in 1Q 2025 compared to 1Q 2024, UTMD accrued $32 higher excise tax Non-operating expense for share repurchases and received $20 lower Non-operating income from renting underutilized warehouse space in Ireland.

UTMD realized a $2 loss in 1Q 2025 compared to a $1 loss at the end of 1Q 2024 from remeasurement of foreign currency bank balances.

f) Income Before Income Taxes (EBT)

EBT results from subtracting net Non-operating expense or adding net Non-operating income from or to, as applicable, Operating Income.

EBT results from adding net Non-operating income or subtracting net Non-operating expense to or from Operating Income, as applicable.

Consolidated 1Q 2025 EBT was $3,859 (39.7% of sales) compared to $4,798 (42.3% of sales) in 1Q 2024.

Consolidated 9M 2024 EBT was $13,188 (41.5% of sales) compared to $15,072 (39.8% of sales) in 9M 2023.

The smaller EBT decline relative to Operating Income was due to higher net Non-operating income in both periods.

The almost $940 (19.6%) lower 1Q 2025 EBT compared to 1Q 2024 was the result of $730 lower Operating Income combined with $210 lower Non-operating income.

The EBT of Utah Medical Products, Inc.

was $10,597 in 9M 2024 compared to $7,955 in 9M 2023.

The EBT of Utah Medical Products, Ltd (Ireland) was EUR 5,258 in 9M 2024 compared to EUR 6,279 in 9M 2023.

The US GAAP EBT of Femcare Group Ltd (Femcare Ltd., UK and Femcare Australia Pty Ltd) was GBP (2,562) in 9M 2024 compared to GBP (53) in 9M 2023.

The EBT of Utah Medical Products Canada, Inc.

(dba Femcare Canada) was CAD 222 in 9M 2024 compared to CAD 474 in 9M 2023.

The EBT of UTMD’s manufacturing subsidiaries varies as a result of intercompany shipments which are eliminated in the consolidation of financial results.

was $3,546 in 1Q 2025 compared to $2,806 in 1Q 2024.

The EBT of Utah Medical Products, Ltd (Ireland) was EUR 1,393 in 1Q 2025 compared to EUR 1,640 in 1Q 2024.

The EBT of Femcare Group Ltd (Femcare Ltd., UK and Femcare Australia Pty Ltd) was GBP (663) in 1Q 2025 compared to GBP (101) in 1Q 2024.

The 1Q 2025 EBT of Utah Medical Products Canada, Inc.

was CAD 107 compared to CAD 66 in 1Q 2024.

The differences in the U.S.

and UK EBT were accentuated by intercompany transfer of litigation expenses which did not affect consolidated results.

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, 3Q 2024 consolidated EBT excluding the remeasured bank balance currency gain or loss and interest expense (“adjusted consolidated EBITDA”) was $4,958 compared to $6,604 in 3Q 2023.

Adjusted consolidated EBITDA was $15,447 in 9M 2024 compared to $20,520 in 9M 2023.

Adjusted consolidated EBITDA for the previous four calendar quarters (TTM) was $21,562 as of September 30, 2024.

At this point, adjusted consolidated EBITDA for 2024 calendar year as a whole is expected to be in the range of $19 to $20 million.

UTMD’s adjusted consolidated EBITDA as a percentage of sales was 49.6% in 3Q 2024 compared to 52.8% in 3Q 2023.

UTMD’s adjusted consolidated EBITDA as a percentage of sales was 48.7% in 9M 2024 compared to 54.2% in 9M 2023.

Management believes that this operating performance metric provides meaningful supplemental information to both management and investors and confirms UTMD’s ongoing excellent financial operating performance during a difficult transition period of time.

Excluding the noncash effects of depreciation, amortization of intangible assets and stock option expense, 1Q 2025 consolidated EBT excluding the remeasured bank balance currency gain or loss and interest expense (“adjusted consolidated EBITDA”) were $4,652 compared to $5,547 in 1Q 2024, which supports a year 2025 target of $18 million.

Management believes that the 1Q 2025 operating performance provides a start that is consistent with achieving its financial performance projections for the calendar year 2025, as previously provided in its Year 2024 SEC 10-K Report.

UTMD’s trailing twelve-month EBITDA as of March 31, 2025 was $18,957.

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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Femcare IIA Amortization Expense

CSI IIA Amortization Expense

Other Non-Cash Amortization Expense

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g) Net Income

Net Income is EBT minus a provision for income taxes.

Net Income in 3Q 2024 of $3,563 (35.6% of sales) was 9.4% lower than Net Income of $3,935 (31.5% of sales) in 3Q 2023.

Net Income in 9M 2024 of $10,972 (34.6% of sales) was 11.1% lower than Net Income of $12,349 (32.6% of sales) in 9M 2023.

The average consolidated income tax provisions (as a % of the same period EBT) in 3Q 2024 and 3Q 2023 were 14.7% and 17.7% respectively, and were 16.8% and 18.1% in 9M 2024 and 9M 2023 respectively.

The consolidated income tax provision rate varies as the mix in taxable income among U.S.

and foreign subsidiaries with differing income tax rates differs from period to period.

In addition, a portion of UTMD’s Non-operating income generated from interest on high grade tax-exempt municipal bonds helped reduce the overall income tax provision rate in both periods.

UTMD has consistently paid millions of dollars in income taxes annually.

The basic corporate income tax rates in each of the sovereignties were the same as in the prior year.

Net Income is EBT less a provision for income taxes worldwide.

Net Income in 1Q 2025 of $3,041 was 23.1% lower than the Net Income of $3,956 in 1Q 2024.

UTMD’s Net Income Margin, Net Income divided by consolidated sales, was 31.3% in 1Q 2025 and 34.9% in 1Q 2024.

The greater Net Income decline compared to 19.6% lower EBT was due to average consolidated income tax provision rates (as a % of EBT) in 1Q 2025 of 21.2% and 17.6% in 1Q 2024.

Although basic corporate income tax rates did not change, the consolidated income tax provision can vary from period-to-period depending on the portion of EBT in sovereignties with differing rates, and a periodic true-up when actual tax returns are filed.

h) Earnings Per Share (EPS)

Diluted EPS are consolidated Net Income 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).

Diluted EPS in 3Q 2024 were $1.025 compared to $1.081 in 3Q 2023, a 5.2% decrease.

Diluted EPS in 9M 2024 were $3.098 compared to diluted EPS of $3.394 in 9M 2023, an 8.7% decrease.

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).

EPS in 1Q 2025 at $0.919 were 16.0% lower than the $1.093 in 1Q 2024.

UTMD’s smaller decline in EPS relative to Net Income was a result of 307,920 fewer diluted shares used to calculate EPS in 1Q 2025 compared to 1Q 2024.

Diluted shares were 3,310,248 in 1Q 2025 compared to 3,618,168 in 1Q 2024.

The lower diluted shares in 3Q 2024 were the result of share repurchases.

The number of shares used for calculating 3Q 2024 EPS was higher than September 30, 2024 actual outstanding shares because of a time-weighted calculation of average outstanding shares.

There was no dilution from unexercised employee and director options.

Outstanding shares at the end of 3Q 2024 were 3,440,525 compared to 3,629,525 at the end of calendar year 2023.

The difference was due to 7,592 shares in employee option exercises during 1H 2024 minus 196,592 shares repurchased in 9M 2024.

There were no option exercises in 3Q 2024.

For further comparison, actual outstanding shares one year ago at the end of 3Q 2023 were also 3,629,525.

The total number of outstanding unexercised employee and outside director options at September 30, 2024 was 73,497 at an average exercise price of $77.01, including shares awarded but not yet vested.

This compares to 65,301 unexercised option shares at the end of 3Q 2023 at an average exercise price of $73.83/ share, including shares awarded but not vested.

Because the average exercise price of employee options was higher than the ending market price of the stock in 3Q 2024, the number of dilution shares added as a dilution factor for both 3Q 2024 and 9M 2024 was zero.

The number of shares added as a dilution factor for 3Q 2023 was 9,309.

The number of shares added as a dilution factor for 9M 2023 was 9,918.

No employee or director options have been awarded in 2024.

Non-qualified option awards totaling 19,000 shares were made to 48 employees in October 2023 at an exercise price of $77.07.

UTMD paid $1,052 ($0.300/share) in dividends to stockholders in 3Q 2024 compared to $1,071 ($0.295/ share) paid in 3Q 2023.

Dividends paid to stockholders during 3Q 2024 were 30% of 3Q 2024 NI.

UTMD paid $3,222 ($0.300/share) in dividends to stockholders in 9M 2024 compared to $3,211 ($0.295/ share) paid in 9M 2023.

Dividends paid to stockholders during 9M 2024 were 29% of 9M 2024 NI.

In 3Q 2024, UTMD repurchased 58,377 of its shares for $3,866, at an average cost of $66.22/ share.

Total shares repurchased in 9M 2024 were 196,592 for $13,259, at an average cost of $67.45/ share.

The shares repurchased in 9M 2024 represented about 5.4% of shares outstanding at the end of 2023.

No UTMD shares were purchased in the open market in 2023.

Outstanding shares were 3,280,889 at the end of 1Q 2025.

The number of shares used for calculating EPS was higher than ending shares because of a time-weighted calculation of average outstanding shares for shares which were repurchased during the quarter.

There was no dilution from unexercised employee options in either 1Q 2025 or 1Q 2024 as the average option exercise prices were above the period-ending closing stock prices.

The total number of outstanding unexercised employee and outside director options at March 31, 2025 was 97,779 at an average exercise price of $73.77, including shares awarded but not yet vested.

This compares to 97,985 unexercised option shares at the end of 2024 at an average exercise price of $73.77/ share, including shares awarded but not vested.

Outstanding shares at the end of 1Q 2025 were 3,280,889 compared to 3,335,156 at the end of calendar year 2024 and 3,588,336 at the end of 1Q 2024.

The difference in outstanding shares at the end of 1Q 2025 compared to the end of 2024 resulted from 54,267 shares repurchased in the open market, with no employee options exercised, during 1Q 2025.

As previously stated, UTMD repurchased 54,267 of its shares at an average price of $59.35 during 1Q 2025.

Because of a time-weighted calculation, the full antidilution impact of the 1Q 2025 repurchases won’t be felt until 2Q 2025.

There were 43,108 share repurchases in 1Q 2024 at an average price of $69.37.

No options were awarded in 1Q 2025 or 1Q 2024.

During the rest of 2024 after 1Q 2024, 14,600 option shares were awarded to 47 employees at an exercise price of $64.09.

The Company retains the strong desire and financial ability for repurchasing its shares at a price it believes is attractive for remaining stockholders.

i) Return on Stockholder Equity (ROE) and Stock Value

UTMD’s closing share price at the end of 1Q 2025 was $56.04, down 9% from the $61.47 closing price at the end of 2024.

The closing share price at the end of 1Q 2024 was $71.11.

UTMD paid $1,017 ($0.305/share) in cash dividends to stockholders in 1Q 2025.

UTMD paid $1,089 ($0.300/share) in cash dividends to stockholders in 1Q 2024.

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.

After payment of cash dividends to stockholders, annualized ROE in 9M 2024 was 8% compared to annualized ROE of 10% in 9M 2023.

Before the payment of dividends, annualized ROE in 9M 2024 was 12% compared to 14% in 9M 2023.

The lower ROE in 9M 2024 was due to a 6% increase in average accumulated stockholders’ equity (despite $13,259 in 9M 2024 share repurchases which reduce stockholders’ equity) divided into Net Income that was 11% lower than in 9M 2023.

Targeting a high ROE of 20% (before dividends) remains a key financial objective for UTMD management.

UTMD paid $1,052 ($0.300/share) in dividends to stockholders in 3Q 2024 compared to $1,071 ($0.295/ share) paid in 3Q 2023.

Dividends paid to stockholders during 3Q 2024 were 30% of 3Q 2024 Net Income.

UTMD paid $3,222 ($0.300/share) in dividends to stockholders in 9M 2024 compared to $3,211 ($0.295/ share) paid in 9M 2023.

Share repurchases in 2024 offset the higher dividend per share.

Dividends paid to stockholders during 9M 2024 were 29% of 9M 2024 Net Income.

UTMD’s closing share price at the end of 3Q 2024 was $66.91, slightly up from the closing price of $66.81 three months earlier at the end of 2Q 2024, but 20.6% lower from the closing price of $84.22 nine months earlier at the end of 2023.

UTMD’s closing share price one year ago at the end of 3Q 2023 was $86.00.

Annualized ROE (before stockholder dividends) in 1Q 2025 was 10% and in 1Q 2024 was 12%.

The lower ROE in 1Q 2025 was due to 23% lower Net Income divided by 8% lower average Stockholders’ Equity.

Targeting a high ROE of 20% remains a key financial target 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 $11,894 in 9M 2024 compared to $16,949 in 9M 2023.

The $5,055 lower cash provided by operating activities was primarily due to $1,377 lower Net Income despite $3,276 lower intangible asset amortization expense, together with a $508 decrease in 9M 2024 inventories instead of a $925 increase in 9M 2023, a $229 increase in accounts payable (A/P) instead of a $711 decrease in 9M 2023, a $367 greater decrease in accrued expenses and a $133 greater decline in deferred income taxes.

The foregoing uses of cash were offset by a $360 increase in trade accounts receivable instead of a $2,133 decrease in 9M 2023.

Capital expenditures for property and equipment (PP&E) were $221 in 9M 2024 compared to $549 in 9M 2023, additionally offset by $27 in proceeds from the 2024 sale of PP&E no longer needed.

The PP&E capital expenditures in 2024 were normal equipment replacement, not for expansion.

Capital expenditures for intangible assets were $5 in 9M 2024 compared to none in 9M 2023.

UTMD made cash dividend payments of $3,222 in 9M 2024 compared to $3,211 in 9M 2023.

UTMD used $13,259 cash for share repurchases in 9M 2024 compared to no share repurchases in 9M 2023.

In the form of dividends and share repurchases, UTMD returned $16,481 to stockholders in 9M 2024 compared to $3,211 in 9M 2023.

In 9M 2024 (actually all in 1H 2024), the Company received $390 and issued 7,592 shares of stock on the exercise of employee stock options.

Option exercises in 9M 2024 were at an average price of $51.39 per share.

In 9M 2023 the Company received $117 and issued 1,758 shares of stock on the exercise of employee stock options.

Option exercises in 9M 2023 were at an average price of $66.40 per share.

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 intends to utilize cash not needed to support normal operations in one or a combination of the following:

Net Income provided $915 less to cash in 1Q 2025 than in 1Q 2024.

Other differences in cash provided during the two periods were a $277 higher source of cash from reduction in accounts receivable along with $61 lower decrease in prepaid expenses and $44 higher depreciation, offset by a $189 higher use of cash for accrued expenses and $51 for interest and other receivables.

Capital expenditures for property and equipment (PP&E) netting proceeds from disposal were $184 in 1Q 2025 compared to $(5) in 1Q 2024.

Depreciation of PP&E was $200 in 1Q 2025 compared to $156 in 1Q 2024 as improvements from previous capital expenditures were put into service.

Cash dividends paid to stockholders in 1Q 2025 were $1,017 compared to $1,089 in 1Q 2024, despite a $.005/ share higher dividend.

UTMD spent $3,221 in 1Q 2025 to repurchase 54,267 of its shares.

In 1Q 2024, UTMD spent $2,990 to repurchase 43,108 of its shares.

In 1Q 2025, there were no exercises of employee stock options.

In comparison, in 1Q 2024 UTMD received $96 and issued 1,919 shares of its stock upon the exercise of employee stock options.

Option exercises in 1Q 2024 were at an average price of $50.15 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 2024 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;

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k) Assets and Liabilities

September 30, 2024 total consolidated assets were $129,694, a net decrease of $5,764 from December 31, 2023.

Consolidated Current Assets alone decreased $4,613, as cash decreased $4,416 and inventories decreased $476, while receivables increased by $330.

The larger total asset decrease was due to a $1,018 decrease in Net Intangible Assets (IIA) plus a $133 decrease in worldwide (WW) net Property, Plant & Equipment (PP&E) assets.

Net IIA declined as a result of amortization combined with a stronger GBP for remaining Femcare IIA.

September 30, 2024 Net Intangible Assets (goodwill plus other intangible assets, less amortization) declined $1,018 from the end of 2023.

Only $5 in intangible assets were acquired in 9M 2024.

At September 30, 2024, Net Intangible Assets including goodwill were less than 14% of consolidated Total Assets compared to 14% at year-end 2023, and 15% one year ago at September 30, 2023.

Despite the $133 decline in total consolidated PP&E net book value, OUS PP&E in USD actually increased $56, because the impact of stronger foreign currencies outweighed depreciation.

UTMD’s Ireland subsidiary EUR-denominated assets and liabilities on September 30, 2024 were translated into USD at a foreign currency exchange (FX) rate 0.8% higher (stronger EUR relative to the USD) than the FX rate at the end of 2023.

UTMD’s UK subsidiary GBP-denominated assets were translated into USD at an FX rate 5.2% higher (stronger GBP) than the FX rate at the end of 2023.

UTMD’s Australia subsidiary AUD-denominated assets were translated into USD at an FX rate 1.6% higher (stronger AUD) than the FX rate at the end of 2023.

UTMD’s Canada subsidiary CAD-denominated assets were translated into USD at an FX rate 2.3% lower than the FX rate at the end of 2023.

The net book value of WW consolidated USD PP&E declined $133 at September 30, 2024 from the end of 2023 due to the period-ending changed FX rates noted above, $221 in new asset purchases and $530 in depreciation.

Working capital (Current Assets minus Current Liabilities) was $98,221 at September 30, 2024 compared to $101,559 at December 31, 2023.

The primary source of the $3,338 working capital decrease was from a consolidated decrease of $4,416 in cash.

Noncash working capital, independent from the change in cash, increased $1,078 as Receivables increased $330 and Accrued Liabilities decreased $1,505, which were offset by a $476 decrease in Inventories and a $231 increase in Accounts Payable.

Receivables at the end of 3Q 2024 increased while sales were lower because days in trade receivables were unusually low at the end of 2023.

Days in trade receivables at the end of 2023 were just 24 compared to 34 at the end of 3Q 2024, which remains within management’s target.

Accrued liabilities declined substantially as a result of lower accrued year-end profit-sharing bonuses, customer deposits, income taxes payable and litigation expense.

Management believes that UTMD’s working capital remains sufficient to meet normal operating needs, as well as providing a cushion for unpredictable short-term negative events, new capital expenditures and continued cash dividend payments to stockholders.

The long-term deferred tax liability (DTL) balance for Femcare IIA ($9,084 on the date of the acquisition) was $779 (£582) at September 30, 2024, compared to $1,120 (£880) at December 31, 2023, and $1,195 (£979) at September 30, 2023.

Reduction of the DTL occurs as the book/tax difference of IIA amortization is eliminated over the remaining useful life of the Femcare IIA (because the amortization expense is not tax deductible in the UK).

The DTL declined $341 at September 30, 2024 from December 31, 2023, as a result of 9M 2024 amortization expense of $1,522, which reduced the DTL balance by $380 (using UK tax rate = 25%).

The remaining difference was due to the FX rate change when converting the GBP to USD at September 30, 2024.

UTMD’s total debt ratio (Total Liabilities/ Total Assets) as of September 30, 2024 was 4%, including a remaining $1,256 Repatriation Tax liability from the 2017 “Tax Cuts and Jobs Act” payable over another year.

UTMD’s total debt ratio as of December 31, 2023 was 5%, and as of September 30, 2023 was 6%.

The $5,764 decrease in Total Liabilities and Stockholders’ Equity (same as the increase in Total Assets) at September 30, 2024 from December 31, 2023 was due, in addition to a $1,648 decline in Total Liabilities, to a $4,116 net decrease in Stockholders’ Equity.

The 9M 2024 $16,481 in stockholder dividends and share repurchases reduced Stockholders’ Equity, while the $10,972 in 9M 2024 Net Income and $390 received from exercise of employee options increased Stockholders’ Equity.

The remaining difference was due to FX rate changes in OUS balance sheet values.

UTMD’s March 31, 2025 Balance Sheet, in the absence of debt, continued to be strong.

At March 31, 2025 Cash and liquid Investments represented 68% of total consolidated assets, and Stockholders’ Equity represented 96% of Total Liabilities and Stockholders’ Equity which equals total consolidated assets.

At March 31, 2025 compared to three months earlier at the end of 2024, UTMD’s cash and investments balance increased $349 to $83.3 million from $83.0 million despite using $4,238 in cash for share repurchases and stockholder dividends.

Compared to a year earlier at March 31, 2024, cash and investments declined just $10.5 million while the Company used $24.4 million in cash for share repurchases and stockholder dividends.

Inventories declined $165 from the end of 2024, and $0.6 million from a year earlier.

Working capital at the end of 1Q 2025 declined $499 from the end of 2024, and was $9.6 million lower than at March 31, 2024, primarily as a result of the decrease in cash.

UTMD’s strong current ratio improved to 22.3 at March 31, 2025 from 19.6 at March 31, 2024.

The current ratio at the end of 2024 was 25.6.

As a result of lower revenues, consolidated Accounts Receivable (net of allowances) decreased $151 at March 31, 2025 from the end of 2024, but increased $0.4 million compared to March 31, 2024.

On a rolling sales quarter basis, the aging of receivables was a healthy 36.6 days at the end of 1Q 2025 compared to 40.3 days at the end of 2024, and 28.5 days at the end of March 2024.

Net fixed assets at March 31, 2025 compared to December 31, 2024 increased $183 from $184 in capital expenditures offset by $200 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 2025 and the end of 2024 follow:

At March 31, 2025, net Intangible Assets declined $270 to 13.2% of total consolidated assets from 13.4% on December 31, 2024, as a result of $509 in amortization offset by the FX rate impact of stronger ending currencies OUS.

The decline in net Intangible Assets in USD terms from a year earlier was $1.9 million.

A $567 increase in current liabilities at March 31, 2025 compared to December 31, 2024 was a result of a $349 increase in accrued liabilities and a $218 increase in accounts payable.

But current liabilities at March 31, 2025 were $1.2 million lower from a year earlier.

The current liability changes resulted from business activity fluctuations.

Long-term liabilities at March 31, 2025 compared to December 31, 2024 declined $206 primarily as a result of a $110 reduction in the deferred tax liability for the Femcare Ltd GBP IIA to $494 from $604 at the end of 2024.

The Femcare deferred tax liability was $986 a year earlier at March 31, 2024, and $9,084 on the date of the 2011 acquisition.

This long-term liability will be fully amortized in March 2026.

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.

There was also a 1Q 2025 $76 decline in deferred income taxes in the U.S.

UTMD’s total debt ratio (total liabilities/total assets) as of March 31, 2025 was 4.5% compared to 4.2% as of December 31, 2024, and 5.7% on March 31, 2024.

As of March 31, 2025, Stockholders’ Equity (SE) declined $10.7 million compared to a year earlier at March 31, 2024 as a result of the $24.4 million combination of share repurchases and stockholder cash dividends paid during the last twelve months which reduce SE, offset by Net Income of $13.0 million.

During 1Q 2025, SE remained about the same from the end of 2024 (only $380 lower) because of $3,041 1Q 2025 Net Income which increased SE, while the company paid $1,017 in dividends and repurchased $3,221 in stock, which reduce SE.

l) Management's Outlook

As outlined in its December 31, 2023 SEC 10-K report, UTMD’s plan for 2024 was to

1) exploit its pre-qualified status to introduce a line of high-pressure process control transducer configurations directly to biopharmaceutical manufacturers;

The first quarter of 2025 results were consistent with management projections for 2025 as described in UTMD’s 2024 Form SEC 10-K filed in March.

The major projected change in 2025 financial results compared to 2024 primarily had to do with continuing to lose UTMD’s largest biopharma pressure sensor OEM customer, PendoTECH.

In 1Q 2025 WW sales to this customer were $1.5 million lower than in 1Q 2024, accounting for 91% of the period-to-period quarterly revenue decline.

The $1.5 million decline also represents 55% of total 2024 sales to PendoTECH.

Given PendoTECH orders recently received, most of the projected PendoTECH decline for 2025 has already been realized.

Not included in the Company’s prior outlook, however, is a possible 2025 negative impact of geopolitical tariffs.

Although UTMD does import some components subject to U.S.

tariffs which would dilute gross profit margins, the greater exposure is the impact of uncertain reciprocal tariffs imposed by the sovereignties of UTMD’s OUS customers.

For example, UTMD has two major distributors of its finished devices in China which have expressed an interest in postponing shipment of existing orders during 2Q 2025 totaling $0.8 million in sales.

Objectives for 2025 remain to

1) exploit UTMD’s pre-qualified status to market a line of high-pressure process control transducer configurations directly to biopharmaceutical manufacturers;

2) continue to leverage OUS distribution and manufacturing synergies by further integrating capabilities and resources in multinational operations;

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7) remain vigilant for affordable accretive acquisition opportunities which may be brought about by difficult economic conditions on small, innovative companies.

UTMD’s 2024 plan remains the same, as management continues to focus on bringing items 1) -4) to better fruition in 4Q 2024.

Sales in 4Q 2024 are expected to be lower than in 3Q 2024 given the lack of a previously normal quarterly shipment to UTMD’s DPT kit distributor in China, the impact no expected orders from UTMD’s previously largest (biopharm) OEM customer, and continued weakness in Filshie device sales.

Revenues and Net Income for the year 2024 are now expected to be less than the beginning-of-year projection in UTMD’s SEC 10-K report.

The year 2024 revenue sales decline is expected to be in the range of 18 to 19% with a similar decline in Net Income.

EPS will benefit from continued share repurchases.

m) Accounting Policy Changes

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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.

When used in this document, the words “anticipate,” “believe,” “project,” “estimate,” “expect,” “intend”, “should” 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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis