Form 8-K - Current report
09 August 2023 - 6:00AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2023
_______________________________
Atrion Corporation
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 001-32982 | 63-0821819 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Allentown Parkway
Allen, Texas 75002
(Address of Principal Executive Offices) (Zip Code)
(972) 390-9800
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.10 per share | ATRI | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 8, 2023, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Atrion Corporation |
| | | |
| | | |
| Date: August 8, 2023 | By: | /s/ David A. Battat |
| | | David A. Battat |
| | | President and CEO |
| | | |
EXHIBIT 99.1
Atrion Reports Second Quarter 2023 Results
ALLEN, Texas, Aug. 08, 2023 (GLOBE NEWSWIRE) -- Atrion Corporation (NASDAQ: ATRI) today announced its results for the second quarter ended June 30, 2023.
Revenues for the second quarter of 2023 totaled $43.8 million compared to $48.9 million for the same period in 2022. For the quarter ended June 30, 2023, operating income was $7.4 million, down $3.7 million from the comparable 2022 period, and net income was $6.6 million, down $2.8 million from the same period in 2022. Second quarter 2023 diluted earnings per share were $3.73 compared to $5.20 for the second quarter of 2022.
Commenting on the results for the second quarter of 2023 compared to the prior year period, David Battat, President and CEO, stated, “We continued to experience disappointing results with declines of 10% in revenues and 33% in operating income as customers continued to reduce their inventories.”
Mr. Battat added, “We are proactively undertaking a number of initiatives to improve our performance. With the recent completion of our facility expansion in Florida, we are installing and validating equipment that will allow us to fill backorders more efficiently and reduce lead times. Production of certain critical fluid delivery and cardiovascular products, including MPS 3 consoles, remains impacted by supply chain shortages. New suppliers have been brought online to resolve remaining shortages more quickly. Cash and short- and long-term investments totaled $15.6 million at June 30, 2023. The Company purchased 1,834 shares of its stock at an average price of $565.59 during the second quarter of 2023.”
Atrion Corporation develops and manufactures products primarily for medical applications. The Company’s website is www.atrioncorp.com.
Statements in this press release that are forward looking are based upon current expectations and actual results or future events may differ materially. Such statements include, but are not limited to, Atrion's expectations regarding the impact of new equipment on filling backorders and reducing lead times. Words such as "expects," "believes," "anticipates," "forecasts," "intends," "should", "plans," "will" and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements contained herein involve numerous risks and uncertainties, and there are a number of factors that could cause actual results or future events to differ materially, including, but not limited to, the following: the risk that COVID-19 leads to further material delays and cancellations of, or reduced demand for, procedures in which our products are utilized; curtailed or delayed capital spending by hospitals and other healthcare providers; disruption to our supply chain; closures of our facilities; delays in training; delays in gathering clinical evidence; diversion of management and other resources to respond to COVID-19; the impact of global and regional economic and credit market conditions on healthcare spending; the risk that COVID-19 further disrupts local economies and causes economies in our key markets to enter prolonged recessions; changing economic, market and business conditions; acts of war or terrorism; the effects of governmental regulation; the impact of competition and new technologies; slower-than-anticipated introduction of new products or implementation of marketing strategies; implementation of new manufacturing processes or implementation of new information systems; our ability to protect our intellectual property; changes in the prices of raw materials; changes in product mix; intellectual property and product liability claims and product recalls; the ability to attract and retain qualified personnel; and the loss of, or any material reduction in sales to, any significant customers. In addition, assumptions relating to budgeting, marketing, product development and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic review which may cause us to alter our marketing, capital expenditures or other budgets, which in turn may affect our results of operations and financial condition. The foregoing list of factors is not exclusive, and other factors are set forth in the Company's filings with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date hereof, and we do not undertake any obligation, and disclaim any duty, to supplement, update or revise such statements, whether as a result of subsequent events, changed expectations or otherwise, except as required by applicable law.
Contact:
Cindy Ferguson
Vice President and Chief Financial Officer
(972) 390-9800
ATRION CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data) |
| |
| | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| | | 2023 | | | | 2022 | | | | 2023 | | | | 2022 | |
| Revenues | $ | 43,838 | | | $ | 48,882 | | | $ | 83,831 | | | $ | 96,020 | |
| Cost of goods sold | | 26,584 | | | | 28,049 | | | | 51,496 | | | | 55,943 | |
| Gross profit | | 17,254 | | | | 20,833 | | | | 32,335 | | | | 40,077 | |
| Operating expenses | | 9,875 | | | | 9,804 | | | | 20,486 | | | | 18,798 | |
| Operating income | | 7,379 | | | | 11,029 | | | | 11,849 | | | | 21,279 | |
| | | | | | | | |
| Interest and dividend income | | 127 | | | | 292 | | | | 367 | | | | 429 | |
| Other investment income (loss) | | 98 | | | | (308 | ) | | | (623 | ) | | | (548 | ) |
| Other income | | 29 | | | | 60 | | | | 39 | | | | 85 | |
| Interest expense | | (27 | ) | | | -- | | | | (27 | ) | | | -- | |
| Income before income taxes | | 7,606 | | | | 11,073 | | | | 11,605 | | | | 21,245 | |
| Income tax provision | | (1,043 | ) | | | (1,725 | ) | | | (1,557 | ) | | | (3,398 | ) |
| Net income | $ | 6,563 | | | $ | 9,348 | | | $ | 10,048 | | | $ | 17,847 | |
| | | | | | | | |
| Income per basic share | $ | 3.73 | | | $ | 5.21 | | | $ | 5.71 | | | $ | 9.94 | |
| | | | | | | | |
| Weighted average basic shares outstanding | | 1,760 | | | | 1,794 | | | | 1,761 | | | | 1,796 | |
| | | | | | | | |
| | | | | | | | |
| Income per diluted share | $ | 3.73 | | | $ | 5.20 | | | $ | 5.70 | | | $ | 9.91 | |
| | | | | | | | |
| Weighted average diluted shares outstanding | | 1,761 | | | | 1,798 | | | | 1,762 | | | | 1,800 | |
ATRION CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands) |
| |
| | June 30, | | Dec 31, |
| ASSETS | | 2023 | | | 2022 |
| | (Unaudited) | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 309 | | $ | 4,731 |
| Short-term investments | | 5,132 | | | 21,152 |
| Total cash and short-term investments | | 5,441 | | | 25,883 |
| Accounts receivable | | 23,693 | | | 23,951 |
| Inventories | | 80,252 | | | 65,793 |
| Prepaid expenses and other | | 6,623 | | | 3,770 |
| Total current assets | | 116,009 | | | 119,397 |
| | | | | | |
| Long-term investments | | 10,186 | | | 8,669 |
| | | | | | |
| Property, plant and equipment, net | | 127,707 | | | 123,754 |
| Other assets | | 12,923 | | | 12,892 |
| | | | |
| | $ | 266,825 | | $ | 264,712 |
| | | | |
| | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| | | | |
| Current liabilities | | 16,428 | | | 18,098 |
| Line of credit | | 3,835 | | | -- |
| Other non-current liabilities | | 5,646 | | | 7,073 |
| Stockholders’ equity | | 240,916 | | | 239,541 |
| | | | |
| | $ | 266,825 | | $ | 264,712 |
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