SEC Company Response from UTAH MEDICAL PRODUCTS INC (UTMD) (CIK 0000706698) (UTMD) — Aug 23, 2005
UTAH MEDICAL PRODUCTS INC (UTMD) (CIK 0000706698)
Date: Aug. 23, 2005 · CIK: 0000706698 · Accession: 0001096906-05-000492
AI Filing Summary & Sentiment
File numbers found in text: 001-12575
Referenced dates: August 10, 2005
Letter
Division of Corporation Finance VIA EDGAR Re: Utah Medical Products, Inc. File No. 001-12575 Confidential Treatment Request - Correspondence dated August 23, 2005
Dear Ms. Tillan:
Utah Medical Products, Inc. (UTMD) respectfully requests that the portions identified below of our response to SEC comments dated August 10, 2005 be afforded confidential treatment under SEC Rule 83 (17 CFR 200.83). We request that the redacted portions of our response not be disclosed publicly, including in response to a request under the Freedom of Information Act.
We have prepared the attached correspondence in compliance with rules relating to confidential treatment requests. The portions redacted are:
o
UTMD’s response to Item 4, starting on line 77 of page UTSE 0002.
o
UTMD’s response to Item 6, starting on line 121 of page UTSE 0003.
We are separately mailing to your attention an un-redacted hard copy of our response, highlighting the portions that have been redacted.
We appreciate your help in this important matter. Please contact me at 801-569-4015 if you are not able to comply with this request for any reason, or if you have questions.
Sincerely,
/s/
Greg A. LeClaire
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CORRESP
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filename1.htm
Utah Medical Correspondence August 23, 2005
August
23, 2005
Kate
Tillan
Assistant
Chief Accountant/ Mail Stop 03-06
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549-0306
VIA
EDGAR
Re:
Utah
Medical Products, Inc.
File
No.
001-12575
Confidential
Treatment Request - Correspondence dated August 23, 2005
Dear
Ms.
Tillan:
Utah
Medical Products, Inc. (UTMD) respectfully requests that the portions identified
below of our response to SEC comments dated August 10, 2005 be afforded
confidential treatment under SEC Rule 83 (17 CFR 200.83). We request that
the
redacted portions of our response not be disclosed publicly, including in
response to a request under the Freedom of Information Act.
We
have
prepared the attached correspondence in compliance with rules relating to
confidential treatment requests. The portions redacted are:
o
UTMD’s response to Item 4, starting on line 77 of page UTSE
0002.
o
UTMD’s response to Item 6, starting on line 121 of page UTSE
0003.
We
are
separately mailing to your attention an un-redacted hard copy of our response,
highlighting the portions that have been redacted.
We
appreciate your help in this important matter. Please contact me at 801-569-4015
if you are not able to comply with this request for any reason, or if you
have
questions.
Sincerely,
/s/
Greg A. LeClaire
Greg
A.
LeClaire
CFO
UTSE
0001
Confidential
Treatment Requested by Greg A. LeClaire
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2
3
August
23, 2005
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5
Ms.
Kate Tillan
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Assistant
Chief Accountant
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Mail
Stop 6010
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Division
of Corporation Finance
9
U.S.
Securities and Exchange Commission
10
Washington,
D.C. 20549-6010
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VIA
EDGAR
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Re:
Utah Medical Products, Inc. (UTMD)
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Form
10-K/A for the Fiscal Year Ended December 31,
2004
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Filed
July 19, 2005
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Form
10-Q/A for the Fiscal Quarter Ended March 31,
2005
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Form
10-Q for the Fiscal Quarter Ended June 30,
2005
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File
No. 001-12575
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Dear
Ms. Tillan:
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Thank
you for your continued dialogue regarding the above filings.
This letter
is UTMD’s response to SEC
written
comments dated August 10, 2005, which will also be filed on
EDGAR as
private correspondence with
the
SEC. For ease of reference in the following, I have incorporated
the
August 10, 2005 comments in italics
followed
by UTMD’s responses.
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Amendment
No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2004
filed on
July 19, 2005
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Consolidated
Financial Statements, page
F-1
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Report
of Independent Registered Public Accounting Firm, pages F-3
and
F-5
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1.
We
note that you restated your financial statements to reclassify
the amounts
related to your gain
from
the settlement of a patent dispute from extraordinary income
to other
non-operating income
within
your statement of income. Please tell us why you did not label
the
financial statements as
restated,
disclose the reasons for the revision in a note to the financial
statements and provide the
other
disclosures required by paragraph 37 of APB 20. Please also
tell us why
your auditors do not
refer
to the restatement in the auditors report and dual date
report.
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UTMD
Response to Item 1.:
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Pursuant
to Greg LeClaire’s August 19, 2005 teleconference with Tara Harkins and
you, UTMD understands
that
the SEC has retracted its last request for UTMD to label its
financial
statements as restated. Therefore,
UTMD
will not issue any SEC filings, amended or otherwise, with
the
“restatement label,” in response to the
August
10, 2005 SEC comment letter.
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Consolidated
Statement of Income and Comprehensive Income, page
F-8
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2.
We
note from your response to prior comment 11 from our June 15,
2005 letter
and your amendment
that
you reclassified $6,060,000 in 2004 and $24,884,000 in 2003
related to
your gain from the
settlement
of the Tyco patent infringement from extraordinary income to
other
non-operating income.
As
previously noted and based upon your disclosure and responses
to our
comments, since these
patents
relate to your operations these costs should be classified
within
operating income.
Accordingly,
please amend your Form 10-K and subsequent Forms 10-Q to classify
the gain
within
operating
income.
UTSE
0002
Confidential
Treatment Requested by Greg A. LeClaire
49
UTMD
Response to Item 2.:
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Pursuant
to Greg LeClaire’s August 19, 2005 teleconference with Tara Harkins and
you, UTMD understands
that
the SEC is not requiring UTMD to file any amended 10-Ks or
10-Qs to
reclassify the Tyco patent
infringement
gain from non-operating to operating income. Therefore UTMD
will not issue
any amended SEC
filings
related to this item. In accordance with the SEC’s request, however,
UTMD’s future filings will classify
this
gain as operating income.
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3.
In
addition, please tell us and amend the Form 10-K to include
a discussion
of the nature, timing and
measurement
of the gain from the patent infringement settlement in the
notes to the
consolidated
financial
statements.
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UTMD
Response to Item 3.:
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Pursuant
to Greg LeClaire’s August 19, 2005 teleconference with Tara Harkins and
you, UTMD understands
the
reason for the SEC’s request for an expanded discussion to be included in
the notes to the consolidated
financial
statements in future filings. From the teleconference, we understand
that
SEC has agreed that UTMD
will
not issue an amended filing to include a discussion of the
nature, timing
and measurement of the gain in the
notes
to the consolidated financial
statements.
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Note
1. Summary of Significant Accounting Policies, page
F-12
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Revenue
Recognition, page F-13
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4.
We
note your response to prior comment 6 from our June 15, 2005
letter. Since
sales with terms of
FOB
destination should be recognized as revenue when received by
the customer
upon transfer of title
and
not when the product is shipped, you should revise your revenue
recognition policy with respect to
these
transactions in future periods and restate your financial statements
for
prior periods to correct
this
error, if material. Your assessment of materiality should include
each
reporting period, including
2002
and 2003, and you should perform your assessment on both a
quantitative
and qualitative basis.
The
quantitative analysis should consider each relevant quantitative
measure,
including gross profit,
and
not just the error as a percentage of
sales.
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UTMD
Response to Item 4.:
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[*********UTMD’s
response to Item 4 is
redacted***************]
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5.
We
note your disclosure that you believe”…that revenue should be recognized
at the time of shipment
as
title generally passes to the customer at the time of shipment.” Please
tell us and revise to disclose
why
you use the term generally. Disclose when you record revenue
at the time
of shipment when title
has
not transferred and why this policy complies with U.S.
GAAP.
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UTMD
Response to Item 5.:
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UTMD
uses the term generally in its revenue recognition disclosure
since there
are circumstances under which
revenue
may be recognized when product is not shipped, all of which
meet the
criteria of SAB 104. UTMD
believes
its existing 10-K/A disclosure adequately address these circumstances
which are described below.
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First,
the Company provides engineering services, for example, design
and
production of manufacturing tooling
that
may be used in subsequent UTMD manufacturing of custom components
for
other companies. This
revenue
is recognized when UTMD’s service has been completed according to a fixed
contractual agreement.
UTMD
believes this complies with U.S. GAAP pursuant to Concepts
Statement 5,
paragraph 84(d) which states
that
“If services are rendered…continuously over time…reliable measures based
on contractual prices
established
in advance are commonly available