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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-12 · 317 added, 285 removed, 73 unchanged (89% of the section changed)

2 unchanged sentences

(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, 2024 provides a detailed description of products, technologies, markets, regulatory issues, business initiatives, resources and business risks, among other details, and should be read in conjunction with this report.

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

The Company’s Form 10-K Annual Report for the year ended December 31, 2024, 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-month period in comparison with a previous three-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.

AUD = Australia Dollars;

A$ or AUD = Australia Dollars;

£ or GBP = UK Pound Sterling;

CAD = Canadian Dollars;

C$ or CAD = Canadian Dollars;

and € or EUR = Euros.

Analysis of Results of Operations

Income statement results in second calendar quarter (2Q) and first half (1H) 2025 compared to the same periods of 2024 were as follows:

Income statement results in 3Q and 9M 2025 compared to the same periods of 2024 were as follows:

Operating Income

Income Before Tax

Net Income (US GAAP)

Earnings per Diluted Share

Consolidated total 2Q 2025 revenues were $447 (4.3%) lower than in 2Q 2024, with 1H 2025 revenues $2,077 (9.6%) lower than in 1H 2024.

The lower sales in comparison with the prior year’s periods were dominated by a continued decline in sales to PendoTECH, representing 71% of the 2Q decline and 86% of the 1H decline.

UTMD’s profit margins compared to those of the prior year’s same periods follow:

Gross Profit Margin (Gross Profit/ sales):

Operating Income Margin (Operating Income/ sales):

Income B4 Tax Margin (Income Before Tax/ sales):

Net Income Margin (Net Income/ sales) :

The 2Q percentage decline in consolidated revenues was less than for 1H primarily because the period-to-period decline in UTMD sales to its previously major biopharmaceutical OEM customer, PendoTECH, decreased from $511 in 2Q 2024 to $196 in 2Q 2025, and from $2,056 in 1H 2024 to $264 in 1H 2025.

Although the negative PendoTECH sales comparisons are bottoming out, looking forward to the rest of the year, UTMD expects 2H of 2025 PendoTECH sales will be about $200 lower than in 2H 2024.

This would result in sales to this OEM customer for the 2025 year as a whole to be about $2 million lower compared to year 2024, which is consistent with management’s projection provided at the beginning of 2025.

UTMD’s Gross Profit margin contracted more than expected in 2Q 2025 primarily as a result of lower sales than expected and an unfavorable product mix for UTMD’s Ireland operations.

Sales of devices from Utah operations maintained Gross Profit margins consistent with the prior 1Q 2025, as well as for year 2024.

Operating Income declined less than the Gross Profit decline due to $355 lower 2Q 2025 U.S.

litigation costs compared to 2Q 2024, and $791 lower litigation costs than in 1H 2024, which costs are included in Operating Expenses per US GAAP, despite the negative impact of a weaker USD on Operating Expenses in Ireland and the UK.

Non-operating Income resulting from 2025 interest rates lower than in 2024 caused the period-to-period Income Before Tax (EBT) decline to be more than the Operating Income decline.

Although a higher estimated average income tax provision rate

helped to increase the percentage period-to-period declines in Net Income, share repurchases during 2Q 2025 and 1H 2025 helped to significantly mitigate the decline in Earnings Per Share (EPS) relative to Net Income.

UTMD’s June 30, 2025 Balance Sheet continued strong, with no debt.

Ending Cash and Investments were $82.2 million compared to $83.0 million on December 31, 2024, after paying $2.0 million in cash dividends to stockholders, repurchasing $6.7 million of UTMD common stock, increasing non-cash working capital by $0.3 million (including reducing current liabilities by $1.5 million) and investing $0.2 million in capital expenditures during 1H 2025.

Net Income (NI)

Earnings per Diluted Share (EPS)

UTMD’s 3Q 2025 financial performance was unusually affected by foreign trade events:

i.e., the cancellation or possible delay of “non-changeable/non-cancellable orders” by two outside the U.S.

(OUS) distributors.

Payment terms for these distributors in the past have been full payment prior to shipment of ordered devices in order to eliminate risk of uncollectible receivables.

So, non-prepayment as a practical matter canceled or changed the previously agreed upon non-changeable/non-cancellable orders.

As a result, UTMD lost $976 in 3Q 2025 shipments and $581 in 3Q 2025 revenues.

The lower loss of revenues was due to a EUR 360 cancellation fee invoiced UTMD’s China distributor for Ireland finished goods, work-in-process and custom raw materials which cannot be used for other customers.

However, since it appears that the China distributor’s silence may leave UTMD holding the bag on inventory produced and/or acquired in good faith to complete the cancelled 2025 annual order, in order to report financial results conservatively, UTMD reserved an additional $395 in 3Q 2025 bad debt expense (G&A expense category) which reduced 3Q 2025 operating income by that amount.

Although UTMD has enjoyed supplying its devices to the China distributor for more than two decades, if the cancellation fee is not paid, it is unlikely that there will be a future business relationship.

In quick summary, an unexpected loss of $581 in revenues (which helped reduce Ireland’s gross profit margin by lower absorption of fixed manufacturing overhead expense), and an additional $395 reduction in operating income (from bad debt reserve) occurred in 3Q 2025.

In total, Worldwide (WW) consolidated sales in 3Q 2025 were $193 lower than in 3Q 2024, and were 2,270 lower in year-to-date (9M) 2025 compared to 9M 2024.

Sales to UTMD’s China distributor noted above were $395 (cancellation fee) in 3Q 2025 compared to $781 in 3Q 2024, and $2,054 in 9M 2025 compared to $2,368 in 9M 2024.

The negative sales trend from UTMD’s previous major OEM customer, PendoTECH, continued in 3Q 2025 but has almost bottomed out.

Sales to PendoTECH WW were $96 in 3Q 2025 compared to $290 in 3Q 2024, and $360 in 9M 2025 compared to $2,346 in 9M 2024.

In other words, sales to those two customers were $581 lower in 3Q 2025 compared to 3Q 2024, and $2,300 lower in 9M 2025 compared to 9M 2024, exceeding the aggregate change in UTMD’s applicable period revenues.

Sales invoiced in foreign currencies represented 29% of total WW consolidated 3Q 2025 sales (when expressed in USD) and 30% of 9M 2025 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 $114 higher in 3Q 2025 as a result of a stronger EUR and GBP compared to 3Q 2024, and $244 higher for 9M 2025.

Profit margins in 3Q and 9M 2025 compared to 3Q and 9M 2024 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 2025, UTMD’s GP Margin (GPM) was reduced by planned higher manufacturing overhead costs with lower absorption as a result of lower sales.

Compared to the prior year, Operating Income margins in 2025 declined as a result of a lower GPM combined with higher operating expenses and lower sales.

Excluding litigation expenses and non-cash amortization expense for the amortization of identifiable intangible assets (IIA) resulting from UTMD’s 2011 purchase of Femcare, both of which are included in General & Administrative (G&A) expenses, the following table compares consolidated WW Operating Expenses for 3Q 2025 and 9M 2025 with the same periods in 2024:

WW Operating Expense*

Expense [000 $]

Percent of Revenues

*Excluding litigation expense and UK IIA amortization expense

The major difference in the table above was a $395 3Q 2025 charge to UTMD’s bad debt reserve for cancellation fees invoiced UTMD’s China distributor for cancelling a noncancellable order in 3Q 2025 for which UTMD had already incurred substantial costs.

In addition, a stronger EUR and GBP, converting OUS subsidiary foreign currency operating expenses, added $28 to 3Q 2025 operating expenses and $68 to 9M 2025 operating expenses relative to what those expenses would have been using the 2024 periods’ foreign currency exchange (FX) rates.

Litigation Expense

Expense [000 $]

Percent of Revenues

UK IIA Amort Expense

Expense [000 GBP]

Expense [000 $]

Percent of Revenues

The same GBP IIA amortization expenses in both years’ periods, but a greater dilution in the 2025 periods’ Operating Income margin due to a stronger GBP and lower revenues.

EBT in 2025 compared to 2024 was lower because of the lower Operating Income combined with lower Non-operating Income.

With lower interest rates on lower cash balances due to share repurchases in 2025, non-operating income was $698 in 3Q 2025 compared to $836 in 3Q 2024, and $2,043 in 9M 2025 compared to $2,524 in 9M 2024.

Net Income margins were further reduced by higher income tax provision rates in 2025 relative to 2024.

Earnings Per Share (EPS) in 3Q 2025 were only 20% lower than in 3Q 2024 when Net Income was 26% lower, and only 13% lower in 9M 2025 than in 9M 2024 when Net Income was 21% lower, due to share repurchases.

Additional income statement details are provided later in this report.

UTMD’s September 30, 2025 Balance Sheet was stronger than at the end of 2024 with a higher current ratio, lower total liabilities and higher stockholders’ equity, despite the lower sales and earnings, 9M 2025 cash payments of $3,006 in dividends to stockholders and use of $7,361 to repurchase UTMD shares.

The 3Q 2025 ending share price increased $1.50 (+2.4%) from the end of 2024.

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 2Q 2025 compared to the end of calendar year 2024 and the end of 2Q 2024 were

The FX rates from the applicable foreign currency to USD for assets and liabilities at the end of 3Q 2025 compared to the end of calendar year 2024 and the end of 3Q 2024 follow:

b) Revenues (sales)

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

In the U.S., Ireland, UK, France, Canada, Australia and New Zealand, UTMD accepts orders directly from and ships directly to end user medical facilities, as well as third party medical/surgical distributors, under UTMD’s Standard Terms and Conditions (T&C) of Sale.

UTMD’s T&C of Sale to end user facilities are substantially the same in the U.S.

UTMD also has standard T&C of Sale for OEM customers, other medical device and non-medical device customers for components manufactured by UTMD, which are substantially the same, except that prices are generally quoted prior to acceptance of each order.

UTMD may have separate discounted pricing agreements with a specific clinical facility, or group of affiliated facilities or large OEM customers based on volume of purchases.

Pricing agreements which are documented arrangements with clinical facilities, or groups of affiliated facilities or OEM customers, 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 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.

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 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 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.

2Q 2025 Sales

Total consolidated 2Q 2025 UTMD worldwide (WW) sales in USD terms were $9,953 compared to $10,400 in 2Q 2024.

Consistent with the projection in UTMD’s SEC 10-K Report at the beginning of the year, sales of biopharma pressure monitoring devices and accessories to UTMD’s previously largest OEM customer, PendoTECH, were $315 (61.7%) lower in 2Q 2025 compared to 2Q 2024.

Sales to PendoTECH were $196 in 2Q 2025 compared to $511 in 2Q 2024.

Despite the lower 2Q 2025 sales to PendoTECH, which were all domestic, aggregated 2Q 2025 domestic sales were $5,865 compared to $5,831 in 2Q 2024.

Domestic sales are invoiced in USD and obviously not subject to foreign currency conversion (FX) rate fluctuations.

The components of domestic sales include 1) “direct non-Filshie device sales” of UTMD’s medical devices to user facilities (and med/surg stocking distributors for hospitals), 2) “OEM sales” of components and other products manufactured by UTMD for other medical device and non-medical device companies, and 3) “domestic Filshie device sales”.

UTMD separates domestic Filshie device sales from other medical device sales direct to medical facilities because UTMD is simply a distributor for Femcare in the U.S.

The domestic sales increase was because 2Q 2025 sales of the Filshie Clip System in the U.S.

were $1,107 compared to $1,021, 8% higher than in 2Q 2024, and 2Q 2025 direct domestic sales of other devices were $4,047 compared to $3,670, 10% higher than in 2Q 2024.

Filshie direct sales were 19% of total domestic sales compared to 18% in 2Q 2024.

Direct non-Filshie device

sales represented 69% of total domestic sales compared to 63% in 2Q 2024.

In the remaining OEM domestic sales category, which includes PendoTECH, 2Q 2025 sales were $712 compared to $1,140 in 2Q 2024, 38% lower.

Domestic OEM sales in 2Q 2025 were 12% of total domestic sales compared to 20% in 2Q 2024.

On the other hand, 2Q 2025 international sales to customers outside the U.S.

(OUS), were lower than expected.

Total OUS sales in 2Q 2025 were $4,088 compared to $4,569 in 2Q 2024.

In 2Q 2025, 37% of OUS sales were direct to medical facilities located in Ireland, the UK, France, Canada, Australia and New Zealand, compared to 39% in 2Q 2024.

OUS direct to end-user sales are invoiced in foreign currencies.

Despite the help from a weaker USD compared to the EUR and GBP in translating shipments invoiced in foreign currencies, 2Q 2025 OUS direct sales by UTMD’s Ireland, UK, Australia and Canada subsidiaries were just $1,503 compared to $1,785 in 2Q 2024.

Canadian medical facilities openly put pressure on Canada distributors to not purchase medical devices from the U.S.

In USD terms, including the impact of FX rate differences, total direct to end-user sales were $282 (15.8%) lower overall, including 21.5% lower in Ireland, 22.5% lower in Canada, 5.4% lower in the UK, 39.8% lower in Australia/New Zealand and 17.2% lower in France.

The remaining $2,585 in OUS sales in 2Q 2025, which were $200 lower than in 2Q 2024, were to distributors in other countries.

These sales included export sales from the U.S.

to OUS distributors invoiced in USD, and shipments to OUS distributors of products manufactured by UTMD subsidiaries in Ireland and the UK invoiced in EUR and

The timing of shipments to OUS distributors can cause significant fluctuations in quarterly comparisons since distributors tend to order larger quantities each time, in order to minimize transit and other logistical costs.

The threat of reciprocal tariffs which have to be paid by distributors to their respective governments may have caused a pause for some.

Although exports from Utah to OUS distributors invoiced in USD were $147 (+17.2%) higher, shipments from UTMD’s Ireland and the UK subsidiaries to OUS distributors were $347 (18%) lower.

Shipments of blood pressure monitoring (BPM) kits from Ireland to UTMD’s largest BPM medical device distributor located in China were $93 higher, but Ireland shipments to OUS distributors of other devices were $441 lower.

The portion of OUS sales invoiced in foreign currencies in USD terms were 31% of total WW consolidated 2Q 2025 sales compared to 35% in 2Q 2024.

The average USD FX rates increased 2Q 2025 total consolidated sales $173 for sales invoiced in foreign currencies.

Actually, a stronger GBP and EUR together added $180.

The CAD and AUD were weaker.

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 2025 sales were $193 (1.9%) lower than in 3Q 2024.

WW constant currency sales were $307 (3.1%) lower.

domestic sales were 3.0% higher (without any FX impact), and outside the U.S.

(OUS) sales were 8.5% lower.

Without the benefit of a weaker USD in converting foreign currency sales, 3Q 2025 OUS sales were 11.1% lower.

Domestic U.S.

sales in 3Q 2025 were $172 higher at $5,859 compared to $5,687 in 3Q 2024 despite the $194 lower domestic sales to PendoTech.

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 69% of total domestic sales, were $290 (+7.7%) higher in 3Q 2025 than in 3Q 2024.

Domestic OEM sales, representing 11% of total domestic sales, were $285 (31.0%) lower, including the offsetting $194 lower PendoTECH OEM sales.

Direct Filshie device sales, representing 20% of total domestic sales, were $169 (+16.5%) higher in 3Q 2025 compared to 3Q 2024.

About half the increase in domestic Filshie sales was due to a 3Q 2025 price increase which was caused by U.S.

Filshie devices are manufactured in UTMD’s Ireland subsidiary and sold “intercompany”.

Prices on intercompany sales are set by comparable third-party sales, i.e.

OUS distributors, in order to satisfy taxing authorities.

But intercompany sales are eliminated when UTMD sales are consolidated.

Unfortunately, the U.S.

government has recently set a 15% tariff on medical device imports from Ireland, which is a “top-line” excise tax on intercompany sales to the U.S.

from UTMD’s Ireland subsidiary, which substantially increases consolidated expenses without any impact on sales.

With the resulting approximate 50% decline in UTMD’s U.S.

Filshie distributor margin, the Company had to increase its prices to U.S.

medical facilities, which undoubtedly will be passed to patients, proving the unfavorable inflationary impact of tariffs on the regular private sector U.S.

OUS sales in 3Q 2025 were 8.5% lower at $3,953 compared to $4,318 in 3Q 2024.

The decrease in USD-denominated OUS sales was mitigated as a result of a weaker USD relative to the EUR and GBP, which added $114 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 average FX rates from the applicable foreign currency to USD during 2Q 2025 and 2Q 2024 for revenue purposes follow:

The $173 weighted average favorable impact on 2Q 2025 foreign currency OUS sales was 6.0%.

The weighted-average FX rates from the applicable foreign currency to USD during 3Q 2025 and 3Q 2024 for revenue purposes follow:

The weighted average favorable FX rate difference impact on 3Q 2025 foreign currency OUS sales was 4.2%, increasing reported USD sales by $114 relative to the same foreign currency sales in 3Q 2024.

In constant currency terms, foreign currency sales in 3Q 2025 were 21.7% lower than in 3Q 2024.

“Constant currency” sales means exchanging foreign currency sales into USD-denominated sales at the same FX rate as was in the previous period of time being compared.

1H 2025 Sales

Total consolidated 1H 2025 UTMD worldwide (WW) sales in USD terms were $19,663 compared to $21,740 in 1H 2024.

WW sales to PendoTECH were $265 in 1H 2025 (all in the U.S.) compared to $2,056 in 1H 2024 ($1,627 in the U.S.

and $429 in Ireland).

Aggregated 1H 2025 domestic sales at $11,448 compared to $12,022 in 1H 2024 were $574 lower, despite the 1H $1,362 lower 2025 domestic sales to PendoTECH.

In other words, 1H 2025 domestic sales excluding PendoTECH were $11,184 compared to $10,396 in 1H 2024, 7.6% higher.

Domestic sales are invoiced in USD and obviously not subject to foreign currency conversion (FX) rate fluctuations.

device sales”.

UTMD separates domestic Filshie device sales from other medical device sales direct to medical facilities because UTMD is simply a distributor for Femcare in the U.S.

The non-PendoTECH domestic sales increase was because 1H 2025 sales of the Filshie Clip System in the U.S.

were $2,146 compared to $2,082, 3% higher than in 1H 2024, and 1H 2025 direct domestic sales of other devices were $7,962 compared to $7,180, 11% higher than in 1H 2024.

Filshie direct sales were 19% of total 1H 2025 domestic sales compared to 17% in 1H 2024.

Direct non-Filshie device sales represented 70% of total domestic sales compared to 60% in 1H 2024.

In the remaining OEM domestic sales category, which includes PendoTECH, 1H 2025 sales were $1,340 compared to $2,760 in 1H 2024, 51% lower.

Domestic OEM sales in 1H 2025 were 12% of total domestic sales compared to 23% in 1H 2024.

On the other hand, 1H 2025 international sales to customers outside the U.S.

(OUS), were lower than expected.

Total OUS sales in 1H 2025 were 15.5% lower at $8,215 compared to $9,718 in 1H 2024.

Excluding PendoTECH OUS sales which were in 1Q, 1H 2024 sales were $9,289.

So, OUS sales excluding PendoTECH in 1H 2025 were 11.6% lower than in 1H 2024.

In both 1H 2025 and 1H 2024, 37% of OUS sales were direct to medical facilities located in Ireland, the UK, France, Canada, Australia and New Zealand.

OUS direct to end-user sales are invoiced in foreign currencies.

Despite the help from a weaker USD compared to the EUR and GBP in translating shipments invoiced in foreign currencies, 1H 2025 OUS direct sales by UTMD’s Ireland, UK, Australia and Canada subsidiaries were $3,079 compared to $3,609 in 1H 2024.

In USD terms, including the impact of FX rate differences, total direct to end-user sales were $530 (14.7%) lower overall, including 27.4% lower in Ireland, 22.1% lower in Canada, 6.6% lower in the UK, 20.6% lower in Australia/New Zealand and 21.4% lower in France.

The remaining $5,136 in OUS sales in 1H 2025, which were $973 lower than in 1H 2024, were to distributors in other countries.

These sales included export sales from the U.S.

to OUS distributors invoiced in USD, and shipments to OUS distributors of products manufactured by UTMD subsidiaries in Ireland and the UK invoiced in EUR and GBP.

Exports from Utah to OUS distributors invoiced in USD were $69 (3.3%) lower.

Shipments from UTMD’s Ireland and the UK subsidiaries to OUS distributors were $904 (22.4%) lower.

Shipments of blood pressure monitoring (BPM) kits from Ireland to UTMD’s largest BPM medical device distributor located in China were $71 higher, but Ireland shipments to OUS distributors of other devices were $964 lower.

The portion of OUS sales invoiced in foreign currencies in USD terms were 31% of total WW consolidated 1H 2025 sales compared to 33% in 1H 2024.

The average USD FX rates increased 1H 2025 total consolidated sales $130 for sales invoiced in foreign currencies.

Actually, a stronger GBP and EUR together added $160.

The CAD and AUD were weaker.

The portion of OUS sales invoiced in foreign currencies in USD terms were 28.7% of total consolidated 3Q 2025 sales compared to 34.5% in 3Q 2024.

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 2025 sales in USD terms were 6.7% higher in Ireland, 16.3% lower in Canada, 30.5% lower in France, 18.7% lower in AUS/NZ and 0.1% higher in the UK than in 3Q 2024.

Aggregate sales to OUS distributors were $225 (8.3%) lower in 3Q 2025 than in 3Q 2024.

This included the two OUS distributors which postponed or cancelled $581 in non-changeable/ noncancellable shipments.

Total consolidated 9M 2025 UTMD WW consolidated sales were $2,271 (7.2%) lower than in 9M 2024.

Constant currency 9M 2025 sales were helped $244 (+0.8%) due to a generally weaker USD year-to-date.

domestic sales were 2.3% lower and OUS sales were 13.3% lower.

Domestic U.S.

sales in 9M 2025 were $17,308 compared to $17,709 in 9M 2024.

Direct other device sales, representing 69% of total domestic sales, were $1,072 (+9.8%) higher in 9M 2025 than in 9M 2024.

Domestic OEM sales, representing 11% of total domestic sales, were $1,706 (46.3%) lower.

The PendoTECH portion of domestic OEM sales were $1,985 (84.6%) lower.

In other words, 9M 2025 non-PendoTECH OEM sales were $279 higher.

Direct domestic Filshie device sales, representing 19% of total domestic sales, were $233 (+7.5%) higher in 9M 2025 compared to 9M 2024.

OUS sales in 9M 2025 were 13.3% lower at $12,167 compared to $14,036 in 9M 2024.

The decrease in 9M 2025 USD-denominated OUS sales was mitigated as a result of a weaker USD relative to the GBP and EUR which added a net $244 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 average FX rates from the applicable foreign currency to USD during 1H 2025 and 1H 2024 for revenue purposes follow:

The $130 weighted average favorable impact on 1H 2025 foreign currency OUS sales was 2.2%.

In constant currency terms, foreign currency sales in 1H 2025 were 18.0% lower than in 1H 2024.

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

The weighted-average FX rates from the applicable foreign currency to USD during 9M 2025 and 9M 2024 for revenue purposes follow:

The weighted-average favorable impact on 9M 2025 WW consolidated sales was 0.8%, increasing reported USD sales by $244 compared to using the same foreign currency exchange rates as in 9M 2024.

In constant currency terms, OUS sales in 9M 2025 were 15.1% lower than in 9M 2024.

The portion of OUS sales invoiced in foreign currencies in USD terms was 30.0% of total consolidated 9M 2025 sales compared to 33.5% in 9M 2024.

Direct to end-user foreign currency OUS 9M 2025 sales in USD terms were 17.2% lower in Ireland, 20.4% lower in Canada, 24.0% lower in France, 4.5% lower in the UK and 20.0% lower in AUS/NZ.

Sales to OUS distributors/OEM customers were 13.6% lower in 9M 2025 than in 9M 2024.

The 2025 decline in PendoTech OEM sales has been as expected in projections at the beginning of the year (about $2.3 million lower for the year).

But with the unexpected distributor cancellations experienced in 3Q 2025 and generally weaker OUS economic conditions, management now expects that total annual 2025 consolidated sales may be about 7% lower compared to 2024, instead of the beginning of year 5% projection.

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 2025 compared to 3Q 2024, WW gynecology/ electrosurgery sales were 3% lower, WW neonatal device sales were 27% higher, WW labor & delivery device sales were 1% lower and WW blood pressure monitoring and related OEM product sales were 23% lower.

In 9M 2025 compared to 9M 2024, WW gynecology/ electrosurgery device sales were 8% lower, WW labor & delivery device sales were about the same, WW neonatal device sales were 28% higher and WW blood pressure monitoring and related OEM product sales were 29% 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

Gynecology/ Electrosurgery/ Urology

1 unchanged sentence

OUS revenues by product category :

Labor & Delivery

Gynecology/ Electrosurgery/ Urology

1 unchanged sentence

*includes assemblies and molded components sold to OEM customers.

Comments on tariffs

Tariffs on materials received from OUS suppliers are included in manufacturing costs, i.e.

reducing Gross Profit.

Although U.S.

tariffs paid by UTMD on certain goods purchased from OUS suppliers have been minimal to date, i.e.

$16 in 1H 2025 compared to $15 in 1H 2024, UTMD’s raw material suppliers in the U.S.

continue to increase prices, in some cases citing “tariffs” that they paid on raw materials as justification.

Although UTMD challenges this input, the second-level tariff cost impact hasn’t been quantifiable.

Due to regulatory standards, UTMD can’t easily change suppliers as materials typically need to meet substantial validation for use in its medical devices.

However, the more significant potential negative impact on UTMD is “reciprocal tariffs” charged by other countries’ governments on goods sold by UTMD OUS.

These tariffs are paid by UTMD’s OUS distributors or direct customers, effectively potentially substantially increasing the prices that OUS distributors and customers have to pay for UTMD devices;

therefore decreasing sales.

Despite the fact that products may be manufactured in Ireland or the UK and not sold by UTMD in the U.S., recent experience is that foreign governments nevertheless consider the sales as from the U.S.

subject to tariffs since the manufacturers, although OUS, are subsidiaries of a U.S.

corporate entity.

There have been some requested delays in shipments by OUS distributors in 2025 as a result of uncertainty about the timing of possible tariffs that they might have to pay, and don’t feel that they can afford it.

As stockholders know, as an example, UTMD’s largest distributor of BPM devices manufactured and sold by UTMD Ltd in Ireland is located in China.

For the last 15 years, this distributor annually placed an order for the following year which was by agreement non-changeable and non-cancellable.

Shipments to-date in 2025 from UTMD Ireland to China have been on plan, as ordered in late 2024, and $71 higher than in 1H 2024.

However, the distributor has recently requested possibly delaying the final $800 (at FX 1.12 USD/EUR) shipment in 2025 to 2026 due to “possible tariffs”.

If this should occur, UTMD’s projected year-end 2025 revenues of 5% less than in 2024 sales due to lower PendoTECH OEM demand, would be approximately 7% lower than in 2024 assuming that all else remains on plan.

In addition, UTMD’s Ireland Gross Profit margin would suffer as the resulting substantially lower 2H 2025 shipments would not allow the expected absorption of fixed manufacturing overhead costs.

Of course, this remains a highly uncertain event as a result of fluctuations in the tariff threat.

c) Gross Profit

Gross Profit results from subtracting the cost of goods sold, comprised of costs of production, manufacturing engineering, depreciation of equipment, maintenance and repairs, quality assurance including regulatory compliance, and purchasing including freight for receiving materials from suppliers, from revenues.

The cost of goods sold is divided into three categories:

direct labor, raw materials and manufacturing overhead (MOH).

Direct labor and raw materials are predominantly variable costs, i.e.

vary directly with revenues.

MOH contains many fixed costs consistent with the Company’s infrastructure, for example, supervision and engineering personnel.

UTMD’s 2Q 2025 Gross Profit was $658 (10.5%) lower than in 2Q 2024.

Gross Profit in 1H 2025 was $1,885 (14.5%) lower than in 1H 2024.

The consolidated 2Q 2025 Gross Profit margin was 56.2% compared to 60.1% in 2Q 2024.

The 1H 2025 Gross Profit margin was 56.6% compared to 59.9% in 1H 2024.

The lower Gross Profit margins were primarily due to Ireland operations, as a result of an unfavorable product mix, lower sales which absorbed less fixed MOH costs, higher raw material costs and an increase in intercompany finished goods inventory manufactured in Ireland which required reserved gross profit.

With absorption of MOH helped by higher direct sales, the average Gross Profit margin in the U.S.

was consistent with past periods in 2024, and in the preceding 1Q 2025.

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

UTMD’s Gross Profit was $198 (3.4%) lower in 3Q 2025 than in 3Q 2024, and $2,083 (11.1%) lower in 9M 2025 than in 9M 2024.

Manufacturing costs include U.S.

tariffs on imported components which were $78 in 3Q 2025, mostly due to importing Filshie devices from UTMD Ireland, compared to zero in 3Q 2024.

Tariffs in 9M 2025 were $94 compared to $15 in 9M 2024.

Those amounts do not include price increases on components purchased from U.S.

suppliers due to tariffs that they have to pay.

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 the other more variable manufacturing costs of direct labor and materials.

d) Operating Income

Operating Income results from subtracting Operating Expenses from Gross Profit.

Operating Income in 3Q 2025 was $2,611 compared to $3,343 in 3Q 2024, a 21.9% decline;

and was $8,961 in 9M 2025 compared to $10,664 in 9M 2024, a 16.0% decline.

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

Operating Income in 2Q 2025 of $3,196 was $242 (7.1%) lower compared to 2Q 2024 Operating Income of $3,438.

The lower Operating Income was the result of $658 lower Gross Profit offset by $416 lower Operating Expense, as explained below.

UTMD’s 2Q 2025 Operating Income margin (Operating Income as a percentage of sales) remained a healthy 32.1%.

Operating Income in 1H 2025 was $6,349 compared to $7,321 in 1H 2024, a decrease of $972 (13.3%), with a continuing healthy 1H 2025 Operating Income margin of 32.3%.

The lower Operating Income was the result of $1,885 lower Gross Profit offset by $913 lower Operating Expense, as described below.

The following table summarizes Operating Expenses in 2Q and 1H 2025 compared to the same periods in 2024 by Operating Expense (OE) category:

Because of lower S&M expenses in 2Q 2025 along with lower sales, S&M expenses as a percentage of sales remained the same.

In 1H 2025, higher expenses with lower sales increased S&M expenses as a percentage of sales to 5.2% from 4.4% in 1H 2024.

S&M Operating Expenses were $22 lower in 2Q 2025 and $66 higher in 1H 2025 compared to the same periods in 2024 respectively.

UTMD in the U.S.

is self-insured for its employee health plan.

The lower S&M expenses in 2Q 2025 compared to 2Q 2024 can be explained primarily by a lower medical expense accrual.

About two-thirds of the higher 1H S&M expenses were in the U.S., with increases spread about evenly among several categories:

salaries and consulting fees, trade show expenses, fees paid to national distributors and lower recovered freight costs reimbursed by customers.

The remaining third of the higher 1H 2025 S&M expenses was about evenly split between Ireland and Australia:

salaries in Australia and recovered freight costs in Ireland.

The impact of differences in FX rates on foreign subsidiary S&M expenses added $4 in 2Q 2025 and $2 in 1H 2025 (see below).

G&A expenses dominate UTMD’s total Operating Expense, largely because of non-cash expenses from the amortization of Identifiable Intangible Assets (IIA) associated with the Filshie Clip System and the expenses of current litigation in the U.S.

A segmentation of USD-denominated G&A expenses follows:

The following table summarizes Operating Expenses in 3Q and 9M 2025 compared to the same periods in 2024 by Operating Expense (OE) category:

Changes in foreign currency exchange (FX) rates had a small impact on consolidated financial results in 2025.

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

A stronger EUR and GBP, offset somewhat by a slightly weaker AUD and CAD in 3Q 2025 helped increase OUS S&M expense by $3 and OUS G&A expense by $25, of which $19 was from the same GBP amortization of Femcare IIA in 3Q 2025 and 3Q 2024.

A stronger EUR and GBP offset by a weaker AUD and CAD in 9M 2025, increased OUS S&M expenses by $4 and OUS G&A expenses by $64, of which $46 was from the same GBP amortization of Femcare IIA in both 9M 2025 and 9M 2024.

There were no OUS R&D expenses.

S&M expenses in 3Q 2025 were up $79 mainly as a result of increased health plan expenses in the U.S.

and higher fees charged by U.S.

national distributors.

S&M expenses in 9M 2025 were $145 higher for the same reasons, plus as a result of a lower recovery of freight costs to customers.

Headcount and salaries did not appreciably increase.

R&D expenses, only incurred in the U.S., were about the same in 3Q 2025 as in 3Q 2024, but were $235 lower in 9M 2025 compared to 9M 2024 from the completion of independent testing and validation of UTMD’s own-branded biopharmaceutical high-pressure monitoring devices, which it has begun to market.

In conjunction with tables in the overview, a division of G&A expenses by location follows.

G&A expenses include non-cash expenses from the amortization of Identifiable Intangible Assets (IIA) associated with the acquisition of Femcare, as well as litigation expenses:

IIA Amort- UK:

Total consolidated G&A expenses in 2Q 2025 were $274 lower, and in 1H 2025 were $749 lower than in the same periods in 2024.

The primary cause was lower U.S.

litigation expenses - $355 lower in 2Q 2025 compared to 2Q 2024, and $791 lower in 1H 2025 compared to 1H 2024.

Offsetting the significant G&A expense reduction from lower litigation expenses, foreign currency G&A expenses expressed in USD were increased by FX rate differences by $46 in 2Q 2025 and $38 in 1H 2025.

In 2Q 2025, $30 of the $46 higher expense FX impact was the non-cash identifiable intangible asset (IIA) amortization–UK expense which resulted from the 2011 acquisition of Femcare.

The IIA amortization expense in GBP was the same in both periods.

Similarly, in 1H 2025, $27 of the $38 higher expense FX impact was the non-cash identifiable intangible asset (IIA) amortization–UK.

As a side note, the Femcare IIA non-cash amortization expense, which has reduced Operating Income approximately $2 million per year since 2011, will be fully amortized in 1Q 2026.

Other-US G&A expenses were $46 higher in 2Q 2025 compared to 2Q 2024, and $39 higher in 1H 2025 compared to 1H 2024.

The 2Q 2025 $46 increase was due to $34 higher non-cash stock option expense along with increased independent financial auditor fees and other outside services.

The 1H 2025 $39 net higher Other-US G&A expenses were essentially due to $37 higher stock option expense, $24 higher accounting and other outside services, and $12 higher outside director fees offset by $32 lower salaries.

Other G&A expenses in the aggregate were similar in both 2025 and 2024 periods.

The differences in period-to-period R&D expenses were primarily due to the completion of independent validation of material composition of biopharma sensors.

Since all R&D in 2025 was carried out in the U.S., there was no FX rate impact.

The impact of differing FX rates in 2025 and 2024 on Operating Expenses expressed in USD was minor.

The AUD and CAD were slightly weaker, but the EUR and GBP stronger which helped increase foreign currency Operating Expense when converted to USD by a net $50 in 2Q 2025 and $40 in 1H 2025.

The following table summarizes “constant currency” Operating Expenses in 2Q and 1H 2025 compared to the same periods in 2024 by OE category:

IRE China B/D:

UTMD’s Operating Income margin is Operating Income divided by consolidated sales.

Although the UK IIA amortization expense in GBP was the same as in the prior year’s same periods, the 3Q 2025 Operating Income margin was diluted by 0.3 percentage points, and the 9M 2025 Operating Income margin was diluted by 0.5 percentage points, due to lower sales and stronger GBP FX rate.

The significant Femcare IIA amortization expense, representing more than 5% of current revenues, will end in 1Q 2026 after 15 years.

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

were lower in both 3Q and 9M 2025 compared to the same periods in 2024, but still significant at more than 3% of WW revenues.

As yet, no case has gone to trial, and a majority of cases have been dismissed.

The $460 increase in 3Q 2025 total WW G&A expenses compared to 3Q 2024 was mostly (86%) due to the $395 bad debt provision reserved for cancellation fees charged by UTMD Ireland to its China distributor, resulting in a five-percentage point dilution in UTMD’s 3Q 2025 Operating Income margin.

Despite that unusual 3Q 2025 expense, 9M 2025 G&A expenses were actually $289 lower than in 9M 2024 due to $825 lower litigation expenses in the U.S., but still diluting the 2025 year-to-date Operating Income margin by 0.5 percentage points due to lower sales.

G&A expenses other than litigation were $85 higher in 3Q 2025 compared to 3Q 2024, and $124 higher in 9M 2025 compared to 9M 2024.

About half of the respective year-over-year increases were due to higher U.S.

health plan costs, and the other half to non-cash stock option expense increases.

Although G&A headcount remained the same, lower salaries and accrued profit-sharing bonuses offset other increases in outside accounting and other services, director fees and public company administration expenses.

OUS G&A expenses in USD terms were $1,254 ($1,229 in constant currency) in 3Q 2025 compared to $857 in 3Q 2024.

In addition to the $395 bad debt reserve expense in 3Q 2025 which did not occur in 3Q 2024, the total $397 difference was due to $25 impact of FX rate changes from a stronger GBP and EUR.

UK IIA amortization expense accounted for $19 of the total $25 increase due to FX rate changes.

OUS G&A expenses were $2,940 ($2,876 in constant currency) in 9M 2025 compared to $2,540 in 9M 2024.

In addition to the $395 bad debt reserve expense in 9M 2025 which did not occur in 9M 2024, the total $400 difference was due to $64 impact of FX rate changes from a stronger GBP and EUR.

UK IIA amortization expense accounted for $46 of the total $64 increase due to FX rate changes.

In summary, WW Consolidated Revenues (the denominator) and Operating Profit (the numerator) were lower in 2025 time periods compared to 2024 time periods, yielding an Operating Income margin in 3Q 2025 that was 6.8 percentage points lower than in 3Q 2024, and in 9M 2025 that was 3.2 percentage points lower than in 9M 2024.

This yielded an Operating Income margin in 3Q 2025 of 26.6% of sales compared to 33.4% of sales in 3Q 2024;

and 30.4% of sales in 9M 2025 compared to 33.6% of sales in 9M 2024.

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

Margin Change

Gross Profit:

Litigation Expense (G&A)

IIA Amort Exp – 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.

Filshie litigation expense.

The $395 China distributor bad debt reserve in 3Q 2025 accounted for 4 percentage points out of the 6-percentage point change in All Other Operating Expenses.

To remind stockholders of the Femcare IIA amortization history, the initial IIA portion of the 2011 Femcare UK purchase price was £23,998.

After 14.5 years of amortization, the Femcare UK IIA remaining balance is £737 as of the end of 3Q 2025.

The Femcare IIA amortization will be complete in March 2026.

For both 3Q 2025 and 3Q 2024 in GBP terms, the IIA amortization expense was £397.

For both 9M 2025 and 9M 2024, the IIA amortization expense was £1,192.

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

e) Non-operating expense/ non-operating income

Non-operating expense includes bank fees and expenses from losses, if applicable, from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms.

Non-operating income includes 1) income from rent of underutilized property, 2) investment income (interest on cash balances), 3) royalties received from licensing the Company’s technology, and 4) income from gains, if applicable, from remeasuring the value of EUR cash bank balances in the UK, and GBP cash balances in Ireland, in USD terms.

Non-operating income or expense can also include gains or losses from the disposition of assets from time to time.

Starting in 2024 for UTMD, there was a new excise tax included in Non-operating expenses:

a stock repurchase excise tax included in the so-called “Inflation Reduction Act of 2022”.

After the U.S.

Treasury and IRS announced regulations governing the stock repurchase excise tax in 2Q 2024, UTMD began reporting the stock repurchase excise tax in its 2Q 2024 Non-operating expenses based on $9,393 in share repurchases made during 1H 2024.

The excise tax on share repurchases in 2Q 2025 and 1H 2025 was $35 and $67 respectively.

Net non-operating income is Non-operating income minus Non-operating expense during a particular time period.

Net Non-operating income in 2Q 2025 was $640 compared to $773 in 2Q 2024.

Net Non-operating income in 1H 2025 was $1,345 compared to $1,688 in 1H 2024.

With higher cash balances and higher interest rates in 2024, UTMD received approximately $332 more in 1H interest income compared to 1H 2025.

Remeasured foreign currency balances generated about $8 less in net Non-operating income in 1H 2025 compared to 1H 2024.

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 income in 3Q 2025 was $698 compared to $836 non-operating income in 3Q 2024.

Net non-operating income in 9M 2025 was $2,043 compared to $2,524 non-operating income in 9M 2024.

UTMD realized a $20 remeasured currency balance loss in 9M 2025 compared to a $3 remeasured currency balance gain in 9M 2024.

In 9M 2025, after $10,367 use of cash for dividends and share repurchases, UTMD received $485 less in WW interest income from lower average cash balances and lower interest rates than in 9M 2024.

In 9M 2025, UTMD used $7,361 cash for share repurchases compared to $13,259 in 9M 2024.

The 1% excise tax imposed on share repurchases, which reduces non-operating income, was $7 in 3Q 2025 compared to $39 in 3Q 2024, and $74 in 9M 2025 compared to $133 in 9M 2024.

f) Income Before Income Taxes (EBT)

Consolidated EBT results from adding net Non-operating income to Operating Income.

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

Consolidated 3Q 2025 EBT was $3,309 (33.7% of sales) compared to $4,179 (41.8% of sales) in 3Q 2024.

Consolidated 1H 2025 EBT was $7,694 (39.1% of sales) compared to $9,010 (41.4% of sales) in 1H 2024.

Consolidated 9M 2025 EBT was $11,004 (37.3% of sales) compared to $13,188 (41.5% of sales) in 9M 2024.

The EBT of Utah Medical Products, Inc.

was $9,518 in 9M 2025 compared to $10,597 in 9M 2024.

The EBT of Utah Medical Products, Ltd (Ireland) was EUR 3,466 in 9M 2025 compared to EUR 5,258 in 9M 2024.

The US GAAP EBT of Femcare Group Ltd (Femcare Ltd., UK and Femcare Australia Pty Ltd) was GBP (1,416) in 9M 2025 compared to GBP (2,562) in 9M 2024.

The EBT of Utah Medical Products Canada, Inc.

(dba Femcare Canada) was CAD 146 in 9M 2025 compared to CAD 222 in 9M 2024.

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

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, as well as its ability to sustain performance during a challenging time.

Excluding the noncash effects of depreciation, amortization of intangible assets and stock option expense, 2Q 2025 consolidated EBT excluding the remeasured bank balance currency gain or loss (“adjusted consolidated EBITDA”) was $4,671 (46.9% of sales) compared to $4,942 (47.5% of sales) in 2Q 2024.

Adjusted consolidated EBITDA was $9,323 (47.4% of sales) in 1H 2025 compared to $10,489 (48.3% of sales) in 1H 2024.

The lower EBITDA in both 2Q and 1H 2025 was due to lower Gross Profit.

Adjusted consolidated trailing twelve months’ (TTM) EBITDA was $18,686 as of June 30, 2025.

Management’s beginning of year EBITDA target of $17-$18 million continues to look achievable.

Excluding the noncash effects of depreciation, amortization of intangible assets and stock option expense, 3Q 2025 consolidated EBT excluding the remeasured bank balance currency gain or loss and interest expense (“adjusted consolidated EBITDA”) of $4,170 was 15.9% lower compared to $4,958 in 3Q 2024.

Adjusted consolidated EBITDA of $13,493 in 9M 2025 was 12.7% lower compared to $15,447 in 9M 2024.

Adjusted consolidated EBITDA for the previous four calendar quarters (TTM) was $17,898 as of September 30, 2025.

At this point, adjusted consolidated EBITDA for 2025 calendar year as a whole is expected to be in the range of $17 to $18 million.

UTMD’s adjusted consolidated EBITDA as a percentage of sales was 42.5% in 3Q 2025 compared to 49.6% in 3Q 2024.

UTMD’s adjusted consolidated EBITDA as a percentage of sales was 45.8% in 9M 2025 compared to 48.7% in 9M 2024.

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:

7 unchanged sentences

g) Net Income

Net Income is EBT minus a provision for income taxes.

Net Income in 2Q 2025 of $3,048 (30.6% of sales) was 11.7% lower than the Net Income of $3,453 (33.2% of sales) in 2Q 2024.

The $405 lower 2Q Net Income was due to $243 lower Operating Income combined with $133 lower net Non-operating income, and a higher estimated average income tax provision rate.

The average consolidated income tax provision rate (as a % of the same period EBT) in 2Q 2025 was 20.5% compared to 18.0% in 2Q 2024.

Net Income in 1H 2025 of $6,089 (31.0% of sales) was 17.8% lower than the Net Income of $7,409 (34.1% of sales) in 1H 2024.

The $1,320 lower 1H 2025 Net Income was due to $972 lower Operating Income combined with $343 lower net Non-operating income, and a higher estimated average income tax provision rate.

The average consolidated income tax provision rate (as a % of the same period EBT) in 1H 2025 was 20.9% compared to 17.8% in 1H 2024.

Net Income is EBT minus a provision for estimated income taxes.

Net Income in 3Q 2025 of $2,631 (26.8% of sales) was 26.2% lower than Net Income of $3,563 (35.6% of sales) in 3Q 2024.

Net Income in 9M 2025 of $8,720 (29.6% of sales) was 20.5% lower than Net Income of $10,972 (34.6% of sales) in 9M 2024.

The average consolidated income tax provisions (as a % of the same period EBT) in 3Q 2025 and 3Q 2024 were 20.5% and 14.7% respectively, and were 20.8% and 16.8% in 9M 2025 and 9M 2024 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.

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

Also, periodic true-up adjustments to the provision occur as actual returns are filed by independent accountants.

The EBT in UTMD’s lowest taxed sovereignty, Ireland, was the hardest hit in 3Q and 9M 2025 from the cancellation of OUS distributor orders and lower OUS sales of the Filshie Clip System, both of which are manufactured and sold by UTMD Ireland.

The 9M 2025 EBT in the U.S., taxed at a basic corporate rate of 25.5%, was 86% of total 9M 2025 EBT compared to 80% in 9M 2024.

In addition, the portion of UTMD’s non-operating income generated from interest on high grade tax-exempt municipal bonds was lower in 2025.

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 in 2025 as in 2024.

h) Earnings Per Share (EPS)

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).

Because the average exercise price of employee and director options was higher than the ending market price of the stock in both 2Q 2025 and 2Q 2024, as well as in 1H 2025 and 1H 2024, the number of shares added as a dilution factor in both years’ 2Q and 1H were zero.

Diluted EPS in 2Q 2025 were $0.939 compared to diluted EPS of $0.978 in 2Q 2024, a 4.0% decrease.

Diluted EPS in 1H 2025 were $1.858 compared to diluted EPS of $2.070 in 1H 2024, a 10.3% decrease.

The percentage decreases comparing 2Q and 1H 2025 EPS with the prior year’s same periods were substantially lower than the decreases in Net Income as a result of fewer diluted shares.

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 2025 were $0.820 compared to $1.025 in 3Q 2024, a 19.9% decrease.

Diluted shares were 3,207,490 in 3Q 2025 compared to 3,477,797 in 3Q 2024.

Diluted shares were 3,277,936 in 1H 2025 compared to 3,579,435 in 1H 2024.

The lower diluted shares in both periods of 2025 were the result of shares repurchased during 1H 2025.

Because the average exercise price of employee options was higher than the ending market price of the stock in both 2Q 2025 and 2Q 2024, the number of shares added as a dilution factor in both 2Q 2025 and 2Q 2024 were zero.

The same was true for both 1H 2025 and 1H 2024.

The number of shares used for calculating EPS in both years was higher than period-ending outstanding shares because of a time-weighted calculation of average outstanding shares.

Diluted EPS in 9M 2025 were $2.680 compared to diluted EPS of $3.098 in 9M 2024, a 13.5% decrease.

Diluted shares were 3,254,196 in 9M 2025 compared to 3,541,998 in 9M 2024.

The lower number of diluted shares was the result of share repurchases.

The number of shares used for calculating 3Q 2025 EPS was higher than September 30, 2025 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 2025 were 3,204,172 compared to 3,335,156 at the end of calendar year 2024.

The difference was due to 119,255 shares repurchased in 1H 2025.

Shares repurchased in 2Q 2025 were 64,988 at an average price of $53.67.

Shares repurchased in 1H 2025 were 119,255, at an average price of $56.26.

The total cost of repurchasing shares in 1H 2025 was $6,709 plus a 1% excise tax.

Outstanding shares one year earlier were 3,498,902 at the end of 2Q 2024.

Outstanding shares at the end of calendar 2023 were 3,629,525.

The total cost of repurchasing 421,216 shares in the six calendar quarters since the end of 2023 was $26,676 plus a 1% federal excise tax.

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

The total number of outstanding unexercised employee and outside director options at June 30, 2025 was 97,685 at an average exercise price of $73.76, including shares awarded but not yet vested.

The difference was due to 130,984 shares repurchased by UTMD in the open market during 9M 2025.

There were no option exercises in 9M 2025.

For further comparison, actual outstanding shares one year ago at the end of 3Q 2024 were 3,440,525, and at the end of 2023 were 3,629,525.

The total number of outstanding unexercised employee and outside director options at September 30, 2025 was 97,511 at an average exercise price of $73.75, including shares awarded but not yet vested.

This compares to 73,497 unexercised option shares at the end of 3Q 2024 at an average exercise price of $77.01/ share, including shares awarded but not vested.

No employee options have been awarded in 2025.

Non-qualified option awards totaling 24,600 shares were made to 47 employees and one director in November 2024 at an exercise price of $64.09.

i) Return on Equity (ROE)

ROE is the portion of Net Income retained by UTMD to internally finance its growth, pay dividends and make share repurchases divided by the average accumulated stockholders’ equity for the applicable time period.

Annualized ROE in 1H 2025 (before stockholder dividends) was 10% compared to 12% 1H 2024.

The lower 2025 ROE was due to the 18% decline in 1H 2025 Net Income.

Targeting a high ROE of 20% remains a financial objective for UTMD management.

An increase in average stockholders’ equity occurred even after reductions due to paying cash dividends to stockholders and repurchasing shares.

Because the average exercise price of employee options was higher than the ending market price of the stock, the number of dilution shares added as a dilution factor for both 3Q 2025 and 9M 2025 was zero.

The same was true in 3Q and 9M 2024.

No employee or director options have been awarded in 9M 2025.

Non-qualified option awards of 14,600 shares were made to 47 employees, and an additional 10,000 shares to one new director, in November 2024 at an exercise price of $64.09.

UTMD paid $988 ($0.305/share) in dividends to stockholders in 3Q 2025 compared to $1,052 ($0.300/ share) paid in 3Q 2024.

The dividends paid to stockholders during 2Q 2025 were 33% of NI.

UTMD paid $2,018 ($0.305/share) in dividends to stockholders in 1H 2025 compared to $2,170 ($0.300/ share) paid in 1H 2024.

The dividends paid to stockholders during 1H 2025 were 33% of NI.

UTMD’s closing share price at the end of 2Q 2025 was $56.92 up 1.6% from the closing price of $56.04 at the end of 1Q 2025, and down 7.4% from the closing price of $61.47 at the end of 2024.

The closing share price one year ago at the end of 2Q 2024 was $66.81.

Dividends paid to stockholders during 3Q 2025 were 38% of 3Q 2025 Net Income.

UTMD paid $3,006 ($0.305/share) in dividends to stockholders in 9M 2025 compared to $3,222 ($0.300/ share) paid in 9M 2024.

Dividends paid to stockholders during 9M 2025 were 34% of 9M 2025 Net Income.

UTMD purchased 11,729 of its shares for $653, at an average cost of $55.67/ share.

Total shares purchased in 9M 2025 were 130,984 for $7,362, at an average cost of $56.20/ share.

The shares purchased in 9M 2025 represented 3.9% of shares outstanding at the end of 2024.

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

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

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

Since the end of 2023, when UTMD began to purchase its shares more actively, UTMD has repurchased 432,945 of its shares for $27,329, an average per share cost of $63.12 (representing about 12% of outstanding shares at the end of 2023).

In addition, during the same 21- month period of time, UTMD distributed $7,266 in cash dividends to stockholders.

In sum, since the end of 2023, UTMD used $34,595 in cash for dividends and share purchases.

UTMD’s cash balance from the end of 2023 to September 30, 2025 has declined just $8,601.

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

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.

Before the payment of dividends, annualized ROE in 9M 2025 was 10% compared to 12% in 9M 2024.

The lower ROE in 9M 2025 was due to lower Net Income.

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

UTMD paid $988 ($0.305/share) in dividends to stockholders in 3Q 2025 compared to $1,052 ($0.300/ share) paid in 3Q 2024.

Dividends paid to stockholders during 3Q 2025 were 38% of Net Income.

UTMD paid $3,006 ($0.305/share) in dividends to stockholders in 9M 2025 compared to $3,222 ($0.300/ share) paid in 9M 2024.

Dividends paid to stockholders during 9M 2025 were 34% of Net Income.

Share repurchases offset the higher dividend paid per share.

UTMD’s closing share price at the end of 3Q 2025 was $62.97, up 10.6% from the closing price of $56.92 three months earlier at the end of 2Q 2025, and 2.4% higher than the closing price of $61.47 nine months earlier at the end of 2024.

Liquidity and Capital Resources

j) Cash flows

Net cash provided by operating activities, including adjustments for depreciation and amortization and other non-cash expenses along with changes in working capital, totaled $7,337 in 1H 2025 compared to $8,038 in 1H 2024.

The $701 lower increase in cash provided by operating activities included $1,320 lower Net Income in 1H 2025 along with a $748 increased use of cash to decrease accrued expenses.

The lower contributions to or use of cash were offset by $409 cash provided by lower accounts receivable compared to $351 higher accounts receivable in 1H 2024, and a $466 greater decrease in inventories than in the prior year.

Capital expenditures for property and equipment (PP&E) were $235 in 1H 2025 compared to $132 in 1H 2024.

The amount invested in 1H 2025 was $171 less than depreciation expense.

Depreciation of PP&E was $405 in 1H 2025 compared to $327 in 1H 2024, as new equipment was placed in service for biopharma sensor manufacturing.

UTMD made cash dividend payments to stockholders of $2,018 in 1H 2025 compared to $2,170 in 1H 2024.

The difference was due to 1.7% higher dividends paid per share than in the previous year, offset by 8.5% lower number of shares due to share repurchases.

In 1H 2025, there were no employee or director option exercises.

In 1H 2024, UTMD received $390 and issued 7,592 shares of its stock upon the exercise of employee stock options.

Option exercises in 1H 2024 were at an average price of $51.39 per share.

The $679 lower cash provided by operating activities was primarily due to $2,252 lower Net Income, together with a $502 greater decrease in 9M inventories, a $658 lower decrease in accrued expenses and a $395 increase in 9M 2025 bad debt reserve instead of a $5 decrease in 9M 2024.

Capital expenditures for property and equipment (PP&E) were $262 in 9M 2025 compared to $221 in 9M 2024.

The PP&E capital expenditures in 2025 were normal equipment replacement, not for expansion.

PP&E capital expenditures in both years’ 9M periods were much less than non-cash depreciation expense.

Depreciation of PP&E in 9M 2025 was $614 compared to $530 in 9M 2024.

There were no capital expenditures for intangible assets in 9M 2025 compared to $5 in 9M 2024.

UTMD made cash dividend payments of $3,006 in 9M 2025 compared to $3,222 in 9M 2024.

UTMD used $7,361 cash for share repurchases in 9M 2025 compared to $13,259 for share repurchases in 9M 2024.

In the form of dividends and share repurchases, UTMD returned $10,367 to stockholders in 9M 2025 compared to $16,481 in 9M 2024.

In 9M 2025, there were no employee stock option exercises.

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.

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.

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k) Assets and Liabilities

At June 30, 2025, UTMD’s cash and investments decreased $797 to $82,179 from $82,976 at the end of 2024 as a result of using $8,727 in cash repurchasing UTMD stock and paying shareholder dividends, offset by 1H 2025 Net Income of $6,089.

The $1,841 higher cash difference resulted primarily from $579 lower inventories and $463 lower accounts receivable.

At June 30, 2025, net Intangible Assets were 13.4% of total consolidated assets compared to 13.5% on December 31, 2024 despite Femcare intangible assets in the UK being valued 9.6% higher as a result of a stronger GBP and total assets being 1% lower.

UTMD’s strong 41.9 current ratio at June 30, 2025 was higher than the 25.6 current ratio at December 31, 2024 despite 2% lower current assets, as a result of a 36% decline in accrued liabilities and the final elimination of repatriation tax payable under the 2017 TCJA.

The average age of trade receivables was 33 days from date of invoice at June 30, 2025 compared to 40 days at December 31, 2024 based on the most recent calendar quarter of sales.

Average inventory turns improved to 2.1 in 2Q 2025 compared to 2.0 for the last quarter of 2024 due to a $579 inventory reduction despite lower sales activity.

Both inventory turn numbers after extra safety stocks of raw materials acquired during the COVID pandemic are below management targets.

June 30, 2025 total consolidated assets were $120,802, a decrease of $1,736 from December 31, 2024.

Current assets were $1,956 lower than at December 31, 2024 because of the $797 decrease in cash, $463 decrease in receivables and $579 decrease in inventories.

Net fixed assets (property, plant and equipment) in Utah increased $10 as new acquisitions slightly exceeded depreciation.

OUS subsidiary net fixed assets increased $485 despite depreciation which exceeded new acquisitions because of higher FX rates for foreign currency-valued assets in Ireland, the UK, Australia and Canada.

For clarity, the net book value of consolidated property, plant and equipment increased $495 at June 30, 2025 from the end of 2024 due to the net effect on OUS asset values of period-ending changed FX rates, $235 in new asset purchases minus $405 in depreciation.

June 30, 2025 net intangible assets (goodwill plus other intangible assets) declined $275 from the end of 2024 as a result of $1,048 in amortization and a 9.6% stronger GBP/USD FX rate on UK intangible asset balances.

At June 30, 2025, net intangible assets including goodwill were 13% of total consolidated assets compared to 13% at year-end 2024 and 13% at June 30, 2024.

Working capital (current assets minus current liabilities) was $92,120 at June 30, 2025 compared to $92,574 at December 31, 2024.

Cash balances were 89% of the June 30, 2025 working capital.

Current assets at June 30, 2025 compared to December 31, 2024 were $1,956 lower as the result of the $797 decrease in cash combined with a $579 decrease in inventories and a $463 decrease in total receivables.

Current liabilities were $1,502 lower at June 30, 2025 compared to December 31, 2024 as the result of a $845 decrease in accrued liabilities and elimination of a $698 remaining repatriation tax payable.

The $845 lower accrued liabilities resulted mainly from a $405 lower estimated income taxes liability, a $284 lower employee profit-sharing bonus accrual at mid-year 2025 compared to the end-of-year 2024 accrual and a $127 lower excise tax liability for share repurchases at mid-year 2025 compared to the end-of-year 2024.

Management believes that UTMD’s working capital remains more than sufficient to meet operating needs, new capital expenditures, projected cash dividend payments to stockholders and continued share repurchases.

June 30, 2025 total consolidated liabilities were $3,269, a decline of $1,842 from December 31, 2024.

Current liabilities were $1,502 lower than at December 31, 2024.

Long term liabilities were $339 lower, including the deferred tax liability balance resulting from non-tax deductible Femcare IIA amortization expense being $215 lower.

The deferred tax liability balance for Femcare IIA ($9,084 on the date of the acquisition), was $389 at June 30, 2025 compared to $604 at December 31, 2024 and $860 at June 30, 2024.

Reduction of the deferred tax liability occurs as the book/tax difference of amortization is eliminated over the remaining useful life of the Femcare IIA, i.e.

as Femcare pays its taxes in the UK without the benefit of a deduction for IIA amortization expense.

UTMD’s total debt ratio (total liabilities/ total assets) at June 30, 2025 was 2.7%, at December 31, 2024 was 4.2%, and at June 30, 2024 was 4.6%.

September 30, 2025 total consolidated assets were $121,975, a net decrease of $564 from December 31, 2024.

Consolidated Current Assets alone increased $201, as cash increased $1,291 while inventories decreased $694 and receivables decreased $370.

The $564 total asset decrease, in spite of the $201 current asset increase and a $237 increase in WW net PP&E, was due to a $1,002 decrease in Net Intangible Assets (IIA).

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

September 30, 2025 Net Intangible Assets (goodwill plus other intangible assets, less amortization) declined $1,002 from the end of 2024.

No intangible assets were acquired in 9M 2025.

At September 30, 2025, Net Intangible Assets including goodwill were 12.7% of consolidated Total Assets compared to 13.4% at year-end 2024, and 13.6% one year ago at September 30, 2024.

The net book value of WW consolidated USD PP&E increased $237 at September 30, 2025 from the end of 2024 due to the combination of period-ending changed FX rates, $262 in new asset purchases and $614 in depreciation.

Despite depreciation exceeding new purchases by $352, the $237 increase in total consolidated PP&E net book value resulted from the impact of stronger foreign currencies in Ireland and the UK when converting the net book value of PP&E in Ireland and the UK to USD.

UTMD’s Ireland subsidiary EUR-denominated assets and liabilities on September 30, 2025 were translated into USD at a foreign currency exchange (FX) rate 13.4% higher (stronger EUR relative to the USD) than the FX rate at the end of 2024.

UTMD’s UK subsidiary GBP-denominated assets were translated into USD at an FX rate 7.4% higher (stronger GBP) than the FX rate at the end of 2024.

Working capital (Current Assets minus Current Liabilities) was $93,521 at September 30, 2025 compared to $92,574 at December 31, 2024.

The primary source of the $947 working capital increase was from a consolidated increase of $1,291 in cash.

Noncash working capital, independent from the change in cash, decreased $344 as Receivables decreased $370 and inventories decreased $694, while the $698 remaining repatriation tax balance on 12-31-24 was paid off.

Receivables at the end of 3Q 2025 decreased because sales were lower.

Days in trade receivables at the end of 3Q 2025 at 34 were about the same as at the end of 3Q 2024.

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 $248 (£184) at September 30, 2025, compared to $604 (£482) at December 31, 2024, and $779 (£582) at September 30, 2024.

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 $356 at September 30, 2025 from December 31, 2024, as a result of 9M 2025 amortization expense of $1,568, which reduced the DTL balance by $392 (using UK tax rate = 25%).

The remaining difference was due to the FX rate change when converting the GBP to USD at September 30, 2025.

UTMD’s total debt ratio (Total Liabilities/ Total Assets) as of September 30, 2025 was 3%, with no remaining IRC 956 Repatriation Tax liability from the 2017 “Tax Cuts and Jobs Act”.

UTMD’s total debt ratio as of December 31, 2024 was 4%, and as of September 30, 2024 was 4%.

The $564 decrease in Total Liabilities and Stockholders’ Equity (same as the decrease in Total Assets) at September 30, 2025 from December 31, 2024 was due to offsetting a $1,388 decline in Total Liabilities with an $824 increase in Stockholders’ Equity.

The 9M 2025 $10,367 in stockholder dividends and share repurchases reduced Stockholders’ Equity, while the $8,720 in 9M 2025 Net Income increased Stockholders’ Equity.

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

l) Management's Outlook

As outlined in its December 31, 2024 SEC 10-K report, UTMD’s plan for 2025 remains to

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

As outlined in its December 31, 2024 SEC 10-K report, UTMD’s plan for 2025 was to

1) exploit its pre-qualified status to introduce 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.

Although UTMD’s 2025 plan remains unchanged, annual sales are expected to be lower than anticipated due to changed demand from OUS distributors.

Management believes this was caused by reciprocal tariffs.

With the lower OUS revenues offset by higher sales of the Filshie Clip System in the U.S.

and neonatal devices WW, together with likely increasing sales to biopharm customers in 4Q 2025, revenues for the full 2025 year are now expected to be 6-7% lower than in 2024, and EPS in the range of $3.40-3.50.

m) Accounting Policy Changes

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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