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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ATRION Corporation | NASDAQ:ATRI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
6.25 | 1.51% | 421.20 | 419.90 | 421.05 | 424.59 | 415.90 | 422.46 | 31,696 | 18:34:58 |
Atrion Corporation
|
||
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
|
63-0821819
|
(State
or Other Jurisdiction of Incorporation or
Organization)
|
|
(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)
|
Large accelerated
filer
|
☐
|
Accelerated
filer
|
☑
|
Smaller reporting
company
|
☐
|
Non-accelerated
filer
|
☐
|
|
|
Emerging growth
company
|
☐
|
Title of Each Class
|
|
Number of Shares Outstanding at
October 20, 2017
|
Common stock, Par Value $0.10 per share
|
|
1,851,842
|
PART I. Financial Information
|
|
3
|
||
|
|
|
|
|
|
Item 1. Financial Statements
|
|
3
|
|
|
|
|
|
|
|
|
Consolidated Statements of Income (Unaudited) For the Three and
Nine months Ended September 30, 2017 and 2016
|
|
3
|
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income (Unaudited) For the
Three and Nine months Ended September 30, 2017 and
2016
|
|
4
|
|
|
|
|
|
|
|
Consolidated Balance Sheets (Unaudited) September 30, 2017 and
December 31, 2016
|
|
5
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows (Unaudited) For the Nine
months Ended September 30, 2017 and 2016
|
|
6
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Stockholders’ Equity
(Unaudited) September 30, 2017 and December 31, 2016
|
|
7
|
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements (Unaudited)
|
|
8
|
|
|
|
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
|
|
13
|
|
|
|
|
|
|
|
Item 3
.
Quantitative and Qualitative Disclosures About Market Risk
|
|
18
|
|
|
|
|
|
|
|
Item 4. Controls and Procedures
|
|
18
|
|
|
|
|
|
|
PART II. Other Information
|
|
19
|
||
|
|
|
|
|
|
Item 1. Legal Proceedings
|
|
19
|
|
|
|
|
|
|
|
Item 1A. Risk Factors
|
|
19
|
|
|
|
|
|
|
|
Item 6. Exhibits
|
|
19
|
|
|
|
|
|
|
SIGNATURES
|
|
20
|
||
|
|
|
|
|
Exhibit Index
|
|
21
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||
|
2017
|
2016
|
2017
|
2016
|
|
(in
thousands, except per share amounts)
|
|||
Revenues
|
$
37,903
|
$
37,835
|
$
112,571
|
$
110,193
|
Cost
of goods sold
|
19,498
|
20,211
|
57,841
|
57,789
|
Gross
profit
|
18,405
|
17,624
|
54,730
|
52,404
|
Operating
expenses:
|
|
|
|
|
Selling
|
1,691
|
1,471
|
5,303
|
4,871
|
General
and administrative
|
4,086
|
3,613
|
12,390
|
11,442
|
Research
and development
|
1,149
|
1,564
|
4,056
|
4,576
|
|
6,926
|
6,648
|
21,749
|
20,889
|
Operating
income
|
11,479
|
10,976
|
32,981
|
31,515
|
|
|
|
|
|
Interest
and dividend income
|
287
|
106
|
806
|
315
|
Other
income (expense), net
|
--
|
1
|
1
|
(309
)
|
|
287
|
107
|
807
|
6
|
|
|
|
|
|
Income
before provision for income taxes
|
11,766
|
11,083
|
33,788
|
31,521
|
Provision
for income taxes
|
(3,795
)
|
(3,469
)
|
(5,841
)
|
(9,511
)
|
|
|
|
|
|
Net
income
|
$
7,971
|
$
7,614
|
$
27,947
|
$
22,010
|
|
|
|
|
|
Net
income per basic share
|
$
4.30
|
$
4.17
|
$
15.16
|
$
12.07
|
Weighted
average basic shares outstanding
|
1,852
|
1,825
|
1,844
|
1,823
|
|
|
|
|
|
|
|
|
|
|
Net
income per diluted share
|
$
4.29
|
$
4.10
|
$
15.06
|
$
11.86
|
Weighted
average diluted shares outstanding
|
1,857
|
1,858
|
1,856
|
1,856
|
|
|
|
|
|
Dividends
per common share
|
$
1.20
|
$
1.05
|
$
3.30
|
$
2.85
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||
|
2017
|
2016
|
2017
|
2016
|
|
(In
thousands)
|
|||
|
|
|
|
|
Net
Income
|
$
7,971
|
$
7,614
|
$
27,947
|
$
22,010
|
Other Comprehensive
Income (Loss)
|
|
|
|
|
Unrealized
income (loss) on investments, net of tax expense (benefit) of $23,
($273), $58 and ($445)
|
43
|
(506
)
|
109
|
(827
)
|
|
|
|
|
|
Comprehensive
Income
|
$
8,014
|
$
7,108
|
$
28,056
|
$
21,183
|
Assets
|
September
30,
2017
|
December
31,
2016
|
|
(in
thousands)
|
|
Current assets:
|
|
|
Cash and cash
equivalents
|
$
20,995
|
$
20,022
|
Short-term
investments
|
38,959
|
24,080
|
Accounts
receivable
|
19,585
|
17,166
|
Inventories
|
29,924
|
29,015
|
Prepaid expenses
and other current assets
|
3,001
|
3,181
|
|
112,464
|
93,464
|
|
|
|
Long-term
investments
|
10,112
|
9,945
|
|
|
|
Property, plant and
equipment
|
167,148
|
160,413
|
Less accumulated
depreciation and amortization
|
100,630
|
95,148
|
|
66,518
|
65,265
|
|
|
|
Other assets and
deferred charges:
|
|
|
Patents
|
1,808
|
1,929
|
Goodwill
|
9,730
|
9,730
|
Other
|
1,494
|
1,609
|
|
13,032
|
13,268
|
|
|
|
Total
assets
|
$
202,126
|
$
181,942
|
Liabilities
and Stockholders’ Equity
|
|
|
Current
liabilities:
|
|
|
Accounts payable
and accrued liabilities
|
$
10,382
|
$
8,663
|
Accrued income and
other taxes
|
2,312
|
410
|
|
12,694
|
9,073
|
|
|
|
Line of
credit
|
--
|
--
|
|
|
|
Other non-current
liabilities
|
10,981
|
9,881
|
|
|
|
Stockholders’
equity:
|
|
|
Common stock, par
value $0.10 per share; authorized10,000 shares, issued 3,420
shares
|
342
|
342
|
Paid-in
capital
|
48,360
|
37,448
|
Accumulated other
comprehensive (loss) income
|
(365
)
|
(474
)
|
Retained
earnings
|
261,777
|
239,946
|
Treasury
shares,1,584 at September 30, 2017 and 1,596 at December 31, 2016,
at cost
|
(131,663
)
|
(114,274
)
|
Total
stockholders’ equity
|
178,451
|
162,988
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity
|
$
202,126
|
$
181,942
|
|
Nine Months Ended
September 30,
|
|
|
2017
|
2016
|
|
(In
thousands)
|
|
Cash
flows from operating activities:
|
|
|
Net
income
|
$
27,947
|
$
22,010
|
Adjustments
to reconcile net income tonet cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
6,458
|
6,655
|
Deferred
income taxes
|
1,002
|
(116
)
|
Stock-based
compensation
|
1,240
|
1,323
|
Bond
impairment
|
--
|
345
|
Net change in
accrued interest, premiums, and discounts
|
|
|
on
investments
|
(167
)
|
(5
)
|
Other
|
(2
)
|
--
|
|
36,478
|
30,212
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable
|
(2,419
)
|
(3,504
)
|
Inventories
|
(909
)
|
(285
)
|
Prepaid
expenses
|
180
|
754
|
Other
non-current assets
|
115
|
(633
)
|
Accounts
payable and accrued liabilities
|
1,719
|
265
|
Accrued
income and other taxes
|
1,902
|
1,405
|
Other
non-current liabilities
|
39
|
195
|
|
37,105
|
28,409
|
|
|
|
Cash
flows from investing activities:
|
|
|
Property,
plant and equipment additions
|
(7,590
)
|
(8,836
)
|
Purchase
of investments
|
(46,712
)
|
(21,798
)
|
Proceeds
from sale of investments
|
--
|
210
|
Proceeds
from maturities of investments
|
32,000
|
5,000
|
|
(22,302
)
|
(25,424
)
|
|
|
|
Cash
flows from financing activities:
|
|
|
Shares tendered for employees’ withholding
taxes on
stock-based
compensation
|
(7,735
)
|
(1,112
)
|
Purchase
of treasury stock
|
--
|
(1,276
)
|
Dividends
paid
|
(6,095
)
|
(5,196
)
|
|
(13,830
)
|
(7,584
)
|
|
|
|
Net
change in cash and cash equivalents
|
973
|
(4,599
)
|
Cash
and cash equivalents at beginning of period
|
20,022
|
28,346
|
Cash
and cash equivalents at end of period
|
$
20,995
|
$
23,747
|
|
|
|
|
|
|
Cash
paid for:
|
|
|
Income
taxes
|
$
2,411
|
$
7,568
|
|
|
|
Non-cash
financing activities:
|
|
|
Non-cash
effect of stock option exercises
|
$
10,237
|
--
|
|
Common
Stock
|
Treasury
Stock
|
|
|
|
|
||
|
Shares
Outstanding
|
Amount
|
Shares
|
Amount
|
Additional
Paid-in Capital
|
Accumulated
Other Comprehensive Income (Loss)
|
Retained
Earnings
|
Total
|
Balances, January
1, 2017
|
1,824
|
$
342
|
1,596
|
$
(114,274
)
|
$
37,448
|
$
(474
)
|
$
239,946
|
$
162,988
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
|
|
|
27,947
|
27,947
|
Other
comprehensive income (loss)
|
|
|
|
|
|
109
|
|
109
|
Stock-based
compensation transactions
|
46
|
|
(46
)
|
583
|
10,912
|
|
|
11,495
|
Shares
surrendered in stock transactions
|
(34
)
|
|
34
|
(17,972
)
|
|
|
|
(17,972
)
|
Dividends
|
|
|
|
|
|
|
(6,116
)
|
(6,116
)
|
Balances,
September 30, 2017
|
1,836
|
$
342
|
1,584
|
$
(131,663
)
|
$
48,360
|
$
(365
)
|
$
261,777
|
$
178,451
|
|
September
30,
|
December
31,
|
|
2017
|
2016
|
Raw
materials
|
$
13,334
|
$
12,984
|
Work in
process
|
7,174
|
6,230
|
Finished
goods
|
9,416
|
9,801
|
Total
inventories
|
$
29,924
|
$
29,015
|
|
Three Months
Ended September 30,
|
Nine Months
Ended September 30,
|
||
|
2017
|
2016
|
2017
|
2016
|
|
(in
thousands, except per share amounts)
|
|||
Net
income
|
$
7,971
|
$
7,614
|
$
27,947
|
$
22,010
|
Weighted average
basic shares outstanding
|
1,852
|
1,825
|
1,844
|
1,823
|
Add: Effect of
dilutive securities
|
5
|
33
|
12
|
33
|
Weighted average
diluted shares outstanding
|
1,857
|
1,858
|
1,856
|
1,856
|
Earnings
per share:
|
|
|
|
|
Basic
|
$
4.30
|
$
4.17
|
$
15.16
|
$
12.07
|
Diluted
|
$
4.29
|
$
4.10
|
$
15.06
|
$
11.86
|
|
|
Gross
Unrealized
|
|
|
|
Cost
|
Gains
|
Losses
|
Fair
Value
|
As
of September 30, 2017:
|
|
|
|
|
Short-term
Investments:
|
|
|
|
|
Certificates of
Deposit
|
$
9,096
|
$
--
|
$
(1
)
|
$
9,095
|
Commercial
Paper
|
$
29,833
|
$
62
|
$
(4
)
|
$
29,891
|
Corporate
bonds
|
$
30
|
$
--
|
$
--
|
$
30
|
|
|
|
|
|
Long-term
Investments
|
|
|
|
|
Corporate
bonds
|
$
5,000
|
$
--
|
$
(36
)
|
$
4,964
|
Equity
investments
|
$
5,675
|
$
--
|
$
(563
)
|
$
5,112
|
|
|
Gross
Unrealized
|
|
|
|
Cost
|
Gains
|
Losses
|
Fair
Value
|
As
of December 31, 2016:
|
|
|
|
|
Short-term
Investments:
|
|
|
|
|
Certificates of
Deposit
|
$
24,000
|
$
9
|
$
--
|
$
24,009
|
Corporate
bonds
|
$
80
|
$
--
|
$
--
|
$
80
|
|
|
|
|
|
Long-term
Investments
|
|
|
|
|
Corporate
bonds
|
$
5,000
|
$
--
|
$
(287
)
|
$
4,713
|
Equity
investments
|
$
5,675
|
$
--
|
$
(730
)
|
$
4,945
|
September 30,
2017
|
December 31,
2016
|
||||
Weighted Average
Original Life (years)
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Weighted Average
Original Life (years)
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
15.67
|
$
13,840
|
$
12,032
|
15.67
|
$
13,840
|
$
11,911
|
2018
|
$119
|
2019
|
$119
|
2020
|
$119
|
2021
|
$119
|
2022
|
$117
|
|
Three Months ended September 30,
|
|
|
2017
|
2016
|
|
|
|
Fluid
Delivery
|
$
16,083
|
$
16,573
|
Cardiovascular
|
12,837
|
11,389
|
Ophthalmology
|
3,595
|
4,386
|
Other
|
5,388
|
5,487
|
Total
|
$
37,903
|
$
37,835
|
|
Nine Months ended September 30,
|
|
|
2017
|
2016
|
|
|
|
Fluid
Delivery
|
$
49,718
|
$
47,183
|
Cardiovascular
|
36,523
|
35,649
|
Ophthalmology
|
11,030
|
12,417
|
Other
|
15,300
|
14,944
|
Total
|
$
112,571
|
$
110,193
|
Exhibit Number
|
|
Description
|
|
Atrion
Corporation Nonqualified Deferred Compensation Plan
|
|
|
Amended
and Restated Atrion Corporation 2006 Equity Incentive Plan (As last
amended on August 14, 2017)
|
|
|
Sarbanes-Oxley
Act Section 302 Certification of Chief Executive
Officer
|
|
|
Sarbanes-Oxley
Act Section 302 Certification of Chief Financial
Officer
|
|
|
Certification
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of The Sarbanes – Oxley Act Of 2002
|
|
|
Certification
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of The Sarbanes – Oxley Act Of 2002
|
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
Atrion Corporation
(Registrant)
|
|
|
|
|
|
|
Date: November 7, 2017 |
By:
|
/s/
David
A. Battat
|
|
|
|
David A. Battat |
|
|
|
President and
Chief
Executive Officer
|
|
|
|
|
|
Date: November 7, 2017 |
By:
|
/s/
Jeffery
Strickland
|
|
|
|
Jeffery Strickland |
|
|
|
Vice
President and
Chief
Financial Officer
(Principal Accounting and
Financial Officer)
|
|
Exhibit Number
|
|
Description
|
|
Atrion
Corporation Nonqualified Deferred Compensation Plan
|
|
|
Amended
and Restated Atrion Corporation 2006 Equity Incentive Plan (As last
amended on August 14, 2017)
|
|
|
Sarbanes-Oxley
Act Section 302 Certification of Chief Executive
Officer
|
|
|
Sarbanes-Oxley
Act Section 302 Certification of Chief Financial
Officer
|
|
|
Certification
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of The Sarbanes – Oxley Act Of 2002
|
|
|
Certification
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of The Sarbanes – Oxley Act Of 2002
|
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
1 Year ATRION Chart |
1 Month ATRION Chart |
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