UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the Quarterly Period Ended June 30, 2020

 

 

or

 

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the Transition Period from __________ to __________ 

 

Commission File Number 001-32982

 

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, TX 75002

(Address of Principal Executive Offices) (Zip Code)

 

(972) 390-9800

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

    

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, Par Value $0.10 per share

ATRI

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes      ☐ No

    

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Registration S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes     ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Smaller reporting company

Non-accelerated filer

 

 

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. ☐

   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes      ☒ No

          

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

   

Title of Each Class

 

Number of Shares Outstanding at July 28, 2020

Common stock, Par Value $0.10 per share

 

1,828,953

  

 

 

 

ATRION CORPORATION AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

PART I. Financial Information

 

3

 

 

 

 

 

 

Item 1.

 Financial Statements

 

 3

 

 

Condensed Consolidated Statements of Income (Unaudited)

For the Three and Six Months Ended June 30, 2020 and 2019

 

 

 

 

Condensed Consolidated Balance Sheets (Unaudited)
June 30, 2020 and December 31, 2019

 

 

4

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2020 and 2019

 

 

5

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
For the Three and Six Months Ended June 30, 2020 and 2019

 

 

6

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

8

 

 

 

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

15

 

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

20

 

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

 

20

 

 

 

 

 

 

 

PART II. Other Information

 

 

21

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

21

 

 

 

 

 

 

 

Item 1A.

Risk Factors

 

 

21

 

 

 

 

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

22

 

 

 

 

 

 

 

Item 6.

Exhibits

 

 

23

 

 

 

 

 

 

 

SIGNATURES

 

 

24

 

   

 
2

Table of Contents

 

PART I

 

FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ATRION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

  

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(in thousands, except per share amounts)

 

Revenues

 

$37,968

 

 

$40,103

 

 

$81,563

 

 

$81,717

 

Cost of goods sold

 

 

20,499

 

 

 

21,511

 

 

 

44,226

 

 

 

44,422

 

Gross profit

 

 

17,469

 

 

 

18,592

 

 

 

37,337

 

 

 

37,295

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

 

1,703

 

 

 

2,098

 

 

 

3,773

 

 

 

4,482

 

General and administrative

 

 

4,628

 

 

 

4,304

 

 

 

9,028

 

 

 

8,490

 

Research and development

 

 

1,092

 

 

 

1,224

 

 

 

2,776

 

 

 

2,319

 

 

 

 

7,423

 

 

 

7,626

 

 

 

15,577

 

 

 

15,291

 

Operating income

 

 

10,046

 

 

 

10,966

 

 

 

21,760

 

 

 

22,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

 

367

 

 

 

581

 

 

 

858

 

 

 

1,163

 

Other investment income (losses)

 

 

354

 

 

 

161

 

 

 

(673)

 

 

372

 

 

 

 

721

 

 

 

742

 

 

 

185

 

 

 

1,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

 

10,767

 

 

 

11,708

 

 

 

21,945

 

 

 

23,539

 

Provision for income taxes

 

 

(2,162)

 

 

(2,044)

 

 

(4,443)

 

 

(4,437)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$8,605

 

 

$9,664

 

 

$17,502

 

 

$19,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per basic share

 

$4.69

 

 

$5.21

 

 

$9.49

 

 

$10.30

 

Weighted average basic shares outstanding

 

 

1,835

 

 

 

1,854

 

 

 

1,844

 

 

 

1,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per diluted share

 

$4.68

 

 

$5.18

 

 

$9.47

 

 

$10.25

 

Weighted average diluted shares outstanding

 

 

1,839

 

 

 

1,864

 

 

 

1,849

 

 

 

1,863

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

 

$1.55

 

 

$1.35

 

 

$3.10

 

 

$2.70

 

 

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

 

 
3

Table of Contents

 

ATRION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

Assets

 

June 30,
2020

 

 

December 31,

2019

 

 

 

(in thousands)

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$24,099

 

 

$45,048

 

Short-term investments

 

 

6,574

 

 

 

23,766

 

Accounts receivable

 

 

22,441

 

 

 

18,886

 

Inventories

 

 

45,805

 

 

 

42,093

 

Prepaid expenses and other current assets

 

 

3,226

 

 

 

2,545

 

 

 

 

102,145

 

 

 

132,338

 

 

 

 

 

 

 

 

 

 

Long-term investments

 

 

56,871

 

 

 

31,772

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

207,814

 

 

 

200,990

 

Less accumulated depreciation and amortization

 

 

119,947

 

 

 

116,384

 

 

 

 

87,867

 

 

 

84,606

 

 

 

 

 

 

 

 

 

 

Other assets and deferred charges:

 

 

 

 

 

 

 

 

Patents

 

 

1,480

 

 

 

1,539

 

Goodwill

 

 

9,730

 

 

 

9,730

 

Other

 

 

2,257

 

 

 

2,046

 

 

 

 

13,467

 

 

 

13,315

 

 

 

 

 

 

 

 

 

 

Total assets

 

$260,350

 

 

$262,031

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$11,373

 

 

$10,855

 

Accrued income and other taxes

 

 

4,070

 

 

 

419

 

 

 

 

15,443

 

 

 

11,274

 

 

 

 

 

 

 

 

 

 

Line of credit

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Other non-current liabilities

 

 

11,380

 

 

 

12,887

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, par value $0.10 per share; authorized
10,000 shares, issued 3,420 shares

 

 

342

 

 

 

342

 

Paid-in capital

 

 

53,020

 

 

 

52,043

 

Retained earnings

 

 

329,494

 

 

 

317,745

 

Treasury shares,1,591 at June 30, 2020 and 1,565
at December 31, 2019, at cost

 

 

(149,329)

 

 

(132,260)

Total stockholders’ equity

 

 

233,527

 

 

 

237,870

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$260,350

 

 

$262,031

 

  

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

  

 
4

Table of Contents

 

ATRION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended
June 30,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$17,502

 

 

$19,102

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

5,574

 

 

 

5,209

 

Deferred income taxes

 

 

503

 

 

 

1,408

 

Stock-based compensation

 

 

991

 

 

 

980

 

Net change in unrealized gains and losses on investments

 

 

933

 

 

 

(364)

Net change in accrued interest, premiums, and discounts on investments

 

 

(66)

 

 

173

 

Other

 

 

22

 

 

 

(6)

 

 

 

25,459

 

 

 

26,502

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,558)

 

 

(3,354)

Inventories

 

 

(3,712)

 

 

(1,018)

Prepaid expenses

 

 

(681)

 

 

311

 

Other non-current assets

 

 

(254)

 

 

57

 

Accounts payable and accrued liabilities

 

 

518

 

 

 

542

 

Accrued income and other taxes

 

 

3,651

 

 

 

180

 

Other non-current liabilities

 

 

(2,000)

 

 

912

 

 

 

 

19,423

 

 

 

24,132

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Property, plant and equipment additions

 

 

(8,800)

 

 

(9,977)

Purchase of investments

 

 

(30,444)

 

 

(45,843)

Proceeds from sale of investments

 

 

896

 

 

 

-

 

Proceeds from maturities of investments

 

 

20,774

 

 

 

28,121

 

 

 

 

(17,574)

 

 

(27,699)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Purchase of treasury stock

 

 

(17,037)

 

 

-

 

Shares tendered for employees’ withholding taxes on stock-based compensation

 

 

(55)

 

 

(579)

Dividends paid

 

 

(5,706)

 

 

(5,005)

 

 

 

(22,798)

 

 

(5,584)

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(20,949)

 

 

(9,151)

Cash and cash equivalents at beginning of period

 

 

45,048

 

 

 

58,753

 

Cash and cash equivalents at end of period

 

$24,099

 

 

$49,602

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Income taxes

 

$199

 

 

$2,104

 

   

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

   

 
5

Table of Contents

  

ATRION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

       

For the Three Months ended June 30, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Treasury Stock

 

 

Additional

 

 

 

 

 

 

 

Shares Outstanding

 

 


Amount

 

 

Shares

 

 


Amount

 

 

Paid-in

Capital

 

 

Retained Earnings

 

 

Total

 

Balances, April 1, 2019

 

 

1,853

 

 

$342

 

 

 

1,567

 

 

$(131,721)

 

$50,772

 

 

$298,690

 

 

$218,083

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,664

 

 

 

9,664

 

Stock-based compensation transactions

 

 

3

 

 

 

 

 

 

 

(3)

 

 

40

 

 

 

560

 

 

 

 

 

 

 

600

 

Shares surrendered in stock transactions

 

 

(1)

 

 

 

 

 

 

1

 

 

 

(579)

 

 

 

 

 

 

 

 

 

 

(579)

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,508)

 

 

(2,508)

Balances, June 30, 2019

 

 

1,855

 

 

$342

 

 

 

1,565

 

 

$(132,260)

 

$51,332

 

 

$305,846

 

 

$225,260

 

 

Balances, April 1, 2020

 

 

1,840

 

 

$342

 

 

 

1,580

 

 

$(141,500)

 

$52,422

 

 

$323,733

 

 

$234,997

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,605

 

 

 

8,605

 

Stock-based compensation transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

598

 

 

 

 

 

 

 

616

 

Shares surrendered in stock transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(55)

 

 

 

 

 

 

 

 

 

 

(55)

Purchase of treasury stock

 

 

(11)

 

 

 

 

 

 

11

 

 

 

(7,792)

 

 

 

 

 

 

 

 

 

 

(7,792)

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,844)

 

 

(2,844)

Balances, June 30, 2020

 

 

1,829

 

 

$342

 

 

 

1,591

 

 

$(149,329)

 

$53,020

 

 

$329,494

 

 

$233,527

 

 

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

   

 
6

Table of Contents

 

ATRION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited) 

  

 For the Six Months ended June 30, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Treasury Stock

 

 

Additional

 

 

 

 

 

 

 

Shares Outstanding

 

 


Amount

 

 

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Retained

Earnings

 

 

Total

 

Balances, January 1, 2019

 

 

1,853

 

 

$342

 

 

 

1,567

 

 

$(131,727)

 

$50,391

 

 

$291,761

 

 

$210,767

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,102

 

 

 

19,102

 

Stock-based compensation transactions

 

 

3

 

 

 

 

 

 

 

(3)

 

 

46

 

 

 

941

 

 

 

 

 

 

 

987

 

Shares surrendered in stock transactions

 

 

(1)

 

 

 

 

 

 

1

 

 

 

(579)

 

 

 

 

 

 

 

 

 

 

(579)

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,017)

 

 

(5,017)

Balances, June 30, 2019

 

 

1,855

 

 

$342

 

 

 

1,565

 

 

$(132,260)

 

$51,332

 

 

$305,846

 

 

$225,260

 

 

Balances, December 31, 2019

 

 

1,855

 

 

$342

 

 

 

1,565

 

 

$(132,260)

 

$52,043

 

 

$317,745

 

 

$237,870

 

Cumulative change in accounting principal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(36)

 

 

(36)

Balances, January 1, 2020

 

 

1,855

 

 

$342

 

 

 

1,565

 

 

$(132,260)

 

$52,043

 

 

$317,709

 

 

$237,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,502

 

 

 

17,502

 

Stock-based compensation transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23

 

 

 

977

 

 

 

 

 

 

 

1,000

 

Shares surrendered in stock transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(55)

 

 

 

 

 

 

 

 

 

 

(55)

Purchase of treasury stock

 

 

(26)

 

 

 

 

 

 

26

 

 

 

(17,037)

 

 

 

 

 

 

 

 

 

 

(17,037)

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,717)

 

 

(5,717)

Balances, June 30, 2020

 

 

1,829

 

 

$342

 

 

 

1,591

 

 

$(149,329)

 

$53,020

 

 

$329,494

 

 

$233,527

 

 

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

     

 
7

Table of Contents

    

ATRION CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

  

(1) Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of Atrion Corporation and its subsidiaries (collectively referred to herein as “Atrion” the “Company,” “we,” “our,” and “us”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these statements include all normal and recurring adjustments necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that can have a significant impact on our revenue, operating income, and net income, as well as on the value of certain assets and liabilities on our consolidated balance sheets. We base our assumptions, judgments, and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. At least quarterly, we evaluate our assumptions, judgments, and estimates, and make changes as deemed necessary.

  

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of August 6, 2020, the date of issuance of this Quarterly Report on Form 10-Q. However, these estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“2019 Form 10-K”).

  

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which became law on March 27, 2020, includes a provision that permits an employer to defer the payment of the employer’s portion of payroll taxes that otherwise would be due between March 27, 2020 and December 31, 2020. The Company has elected to take advantage of such deferral provision and is evaluating its ability to take advantage of other provisions of the CARES Act and its amendments.

 

 
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ATRION CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

(2) Inventories

 

Inventories are stated at the lower of cost or net realizable value. Cost is determined by using the first-in, first-out method. The following table details the major components of inventories (in thousands):

 

June 30,

December 31,

 

 

2020

 

 

2019

 

Raw materials

 

$19,020

 

 

$18,157

 

Work in process

 

 

9,972

 

 

 

8,525

 

Finished goods

 

 

16,813

 

 

 

15,411

 

Total inventories

 

$45,805

 

 

$42,093

 

 

(3) Income per share

 

The following is the computation for basic and diluted income per share:

 

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(in thousands, except per share amounts)

 

Net income

 

$8,605

 

 

$9,664

 

 

$17,502

 

 

$19,102

 

Weighted average basic shares outstanding

 

 

1,835

 

 

 

1,854

 

 

 

1,844

 

 

 

1,854

 

Add: Effect of dilutive securities

 

 

4

 

 

 

10

 

 

 

5

 

 

 

9

 

Weighted average diluted shares outstanding

 

 

1,839

 

 

 

1,864

 

 

 

1,849

 

 

 

1,863

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$4.69

 

 

$5.21

 

 

$9.49

 

 

$10.30

 

Diluted

 

$4.68

 

 

$5.18

 

 

$9.47

 

 

$10.25

 

 

Incremental shares from stock options and restricted stock units were included in the calculation of weighted average diluted shares outstanding using the treasury stock method. Dilutive securities representing eight and zero shares of common stock for the quarters ended June 30, 2020 and 2019, respectively, and an average of 12 and zero shares of common stock for the six months ended June 30, 2020 and 2019, respectively, were excluded from the computation of weighted average diluted shares outstanding because their effect would have been anti-dilutive.

  

(4) Investments

 

As of June 30, 2020, we held investments in commercial paper, bonds, money market accounts, mutual funds and equity securities. The commercial paper and bonds are considered held-to-maturity and are recorded at amortized cost in the accompanying consolidated balance sheet. The money market accounts, equity securities and mutual funds are recorded at fair value in the accompanying consolidated balance sheet. The fair values of these investments were estimated using recently executed transactions and market price quotations. We consider as current assets those investments which will mature in the next 12 months including interest receivable on the long-term bonds. The remaining investments are considered non-current assets including our investment in equity securities we intend to hold longer than 12 months.

    

 
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ATRION CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) 

 

The components of the Company’s cash and cash equivalents and our short and long-term investments are as follows (in thousands):

 

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Cash and cash equivalents:

 

 

 

 

 

 

Cash deposits

 

$21,488

 

 

$38,942

 

Money market funds

 

 

1,861

 

 

 

3,460

 

Commercial paper

 

 

750

 

 

 

2,646

 

Total cash and cash equivalents

 

$24,099

 

 

$45,048

 

Short-term investments:

 

 

 

 

 

 

 

 

Commercial paper (held-to-maturity)

 

$4,709

 

 

$6,778

 

Bonds (held-to-maturity)

 

 

1,880

 

 

 

16,988

 

Allowance for credit losses

 

 

(16)

 

 

-

 

Total short-term investments

 

$6,573

 

 

$23,766

 

Long-term investments:

 

 

 

 

 

 

 

 

Mutual funds (available for sale)

 

$462

 

 

$1,105

 

Bonds (held-to-maturity)

 

 

54,353

 

 

 

27,845

 

Allowance for credit losses

 

 

(66)

 

 

-

 

Equity securities (available for sale)

 

 

2,123

 

 

 

2,822

 

Total long-term investments

 

$56,872

 

 

$31,772

 

Total cash, cash equivalents and short and long-term investments

 

$87,544

 

 

$100,586

 

Newly adopted Topic 326 utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for held-to-maturity securities at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. Our credit loss calculations for held-to-maturity securities are based upon historical default and recovery rates of bonds rated with the same rating as our portfolio. We also apply an adjustment factor to these credit loss calculations based upon our assessment of the expected impact from current economic conditions on our investments, including the impact of COVID-19. We monitor the credit quality of debt securities classified as held-to-maturity through the use of their respective credit rating and update them on a quarterly basis with our latest assessment completed on June 30, 2020.

 

 
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ATRION CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The following table summarizes the amortized cost of our held-to-maturity bonds at June 30, 2020, aggregated by credit quality indicator (in thousands):

 

 

Held-to-Maturity Bonds

Credit Quality Indicators

 

Asset Backed Bonds

 

 

Fed Govt Bonds/Notes

 

 

Municipal

Bonds

 

 

Corporate

Bonds

 

 

Totals

 

AAA/AA/A

 

$2,392

 

 

$3,335

 

 

$755

 

 

$34,771

 

 

$41,253

 

BBB/BB

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14,980

 

 

 

14,980

 

TOTAL

 

$2,392

 

 

$3,335

 

 

$755

 

 

$49,751

 

 

$56,233

 

 

The following table presents information regarding our allowance for credit losses on our short-term and long-term investments for the six months ended June 30, 2020 (in thousands):

    

 

 

 

Short- Term Securities

 

 

Long- Term Securities

 

 

Total

 

Beginning balance, December 31, 2019

 

$-

 

 

$-

 

 

$-

 

Allowance recognized upon adoption of Topic 326

 

 

9

 

 

 

33

 

 

 

42

 

Provision for credit loss expense

 

 

7

 

 

 

33

 

 

 

40

 

Ending balance, June 30, 2020

 

$16

 

 

$66

 

 

$82

 

 

Our investments are required to be measured for disclosure purposes at fair value on a recurring basis. Our investments are considered Level 1 or Level 2 as detailed in the table below. The fair values of these investments were estimated using recently executed transactions and market price quotations. The amortized cost and fair value of our investments, and the related gross unrealized gains and losses, were as follows as of the dates shown below (in thousands):

 

 

 

Gross Unrealized
LevelCostGainsLossesFair Value
As of June 30, 2020:
Money market

1

1,861$--$--$1,861
Commercial paper

2

5,459$14$--$5,473
Bonds

2

56,233$575$(45)$56,763
Mutual funds

1

561$--$(99)$462
Equity investments

2

5,675$--$(3,552)$2,123
As of December 31, 2019:
Money Market

1

3,460$--$--$3,460
Commercial paper

2

9,424$2$--$9,426
Bonds

2

44,833$138$(19)$44,952
Mutual funds

1

1,052$53$--$1,105
Equity investments

2

 

 

 

5,675

 

 

$--

 

 

$(2,853)

 

$2,822

 

 

 
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ATRION CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The above bonds represent investments in various issuers at June 30, 2020.

 

The unrealized losses for these bond investments relate to the impact of COVID-19 on the bond market which resulted in a lower market price for those securities. None of these bond investments has been in a loss position for more than 12 months.

 

The commercial paper has maturities from less than a month to five months. The bonds have maturities from less than a month to 57 months.

 

(5) Patents and Licenses

 

Purchased patents and license fees paid for the use of other entities’ patents are amortized over the useful life of the patent or license. The following tables provide information regarding patents and licenses (dollars in thousands):

 

June 30, 2020

 

 

December 31, 2019

 

Weighted Average
Original Life
(years)

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

15.67

 

 

$13,840

 

 

$12,360

 

 

 

15.67

 

 

$13,840

 

 

$12,301

 

 

Aggregate amortization expense for patents and licenses was $30,000 in each of the three months ended June 30, 2020 and 2019 and $60,000 in each of the six months ended June 30, 2020 and 2019.

 

Estimated future amortization expense for each of the years set forth below ending December 31 is as follows (in thousands):

    

 

2021$119
2022$117
2023$113
2024$113
2025

 

$112

 

    

(6) Revenues

 

We recognize revenue when performance obligations under the terms of a contract with our customer are satisfied. This occurs with the transfer of control of our products to customers when products are shipped. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services. Sales and other taxes we may collect concurrent with revenue-producing activities are excluded from revenue.

 

 
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ATRION CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

A summary of revenues by geographic area, based on shipping destination, for the three and six months ended June 30, 2020 and 2019 are as follows (in thousands):

 

 

 

Three Months EndedSix Months Ended
June 30,June 30,
2020201920202019
United States$19,530$25,780$45,722$52,769
Germany2,9182,0956,1554,259
Other countries less than 5% of revenues15,52012,22829,68624,689
Total

 

$37,968

 

 

$40,103

 

 

$81,563

 

 

$81,717

 

 

A summary of revenues by product line for the three and six months ended June 30, 2020 and 2019 are as follows (in thousands):

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Fluid Delivery

 

$21,761

 

 

$18,285

 

 

$44,108

 

 

$36,446

 

Cardiovascular

 

 

10,841

 

 

 

14,579

 

 

 

25,666

 

 

 

29,999

 

Ophthalmology

 

 

936

 

 

 

1,817

 

 

 

1,800

 

 

 

4,100

 

Other

 

 

4,430

 

 

 

5,422

 

 

 

9,989

 

 

 

11,172

 

Total

 

$37,968

 

 

$40,103

 

 

$81,563

 

 

$81,717

 

 

More than 99 percent of our total revenue in the periods presented herein is pursuant to shipments initiated by a purchase order (our “contract”) and recognized at a single point in time when the performance obligation of the product being shipped is satisfied, rather than recognized over time, and is presented as a receivable on the balance sheet. Payment is typically due within 30 days.

 

We maintain an allowance for doubtful accounts to reflect estimated losses resulting from the failure of customers to make required payments. Effective January 1, 2020, we adopted the new credit loss accounting methodology as discussed in footnote 7 to calculate our credit loss allowance for our trade receivables. An account is written off when we determine the receivable will not be collected. Historically, bad debt has been immaterial.

 

We have elected to recognize the cost of shipping as an expense in cost of sales when control over the product has transferred to the customer.

 

We do not make any material accruals for product returns and warranty obligations because our returns and warranty obligations have been very low due to our focus on quality control.

 

We do not disclose the value of unsatisfied performance obligations for contracts for which we recognize revenue at the amount for which we have the right to invoice. We believe that the complexity added to our disclosures by the inclusion of a large amount of insignificant detail in attempting to disclose information about immaterial contracts would potentially obscure more useful and important information.

    

 
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ATRION CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

     

(7) Recent Accounting Pronouncements

    

ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU introduces a new credit loss methodology, Current Expected Credit Losses (CECL), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. Since its original issuance in 2016, the FASB has issued several updates to the original ASU.

 

The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and trade and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The methodology replaces the multiple existing impairment methods in current GAAP, which generally require that a loss be incurred before it is recognized.

 

On January 1, 2020, we adopted the guidance prospectively with a cumulative adjustment to retained earnings. Atrion has not restated comparative information for 2019 and, therefore, the comparative information for 2019 is reported under the old model and is not comparable to the information presented for 2020.

 

At adoption, we recognized an incremental allowance for credit losses on our allowance for credit losses related to our held-to-maturity debt securities of approximately $42,000 and our trade accounts receivable of approximately $4,000. Additionally, we recorded an approximately $36,000 decrease in retained earnings associated with the increased estimated credit losses on our trade accounts receivable and investments.

  

From time to time, new accounting pronouncements applicable to us are issued by the FASB, or other standards setting bodies, which we will adopt as of the specified effective date. Unless otherwise discussed, we believe the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.

  

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

We develop and manufacture products primarily for medical applications. We market components to other equipment manufacturers for incorporation in their products and sell finished devices to physicians, hospitals, clinics and other treatment centers. Our medical products primarily serve the fluid delivery, cardiovascular and ophthalmology markets. Our other medical and non-medical products include instrumentation and disposables used in valves and inflation devices used in marine and aviation safety products.

 

Our products are used in a wide variety of applications by numerous customers. We encounter competition in all of our markets and compete primarily on the basis of design, product quality, price, customer service and delivery time.

  

Our strategy is to provide a broad selection of products in the areas of our expertise. Research and development efforts are focused on improving current products and developing highly-engineered products that meet customer needs and serve niche markets with meaningful sales potential. Proposed new products may be subject to regulatory clearance or approval prior to commercialization and the time period for introducing a new product to the marketplace can be unpredictable. We also focus on controlling costs by investing in modern manufacturing technologies and controlling purchasing processes. We have been successful in consistently generating cash from operations and have used that cash to reduce and payoff indebtedness, to fund capital expenditures, to repurchase stock and to pay dividends.

 

Our strategic objective is to further enhance our position in our served markets by:

 

 

·

Focusing on customer needs;

 

 

 

 

·

Expanding existing product lines and developing new products;

 

 

 

 

·

Manufacturing products to exacting quality standards; and

 

 

 

 

·

Preserving and fostering a collaborative, respectful and entrepreneurial culture.

 

For the three months ended June 30, 2020, we reported revenues of $38.0 million, operating income of $10.0 million and net income of $8.6 million, down 5 percent, down 8 percent and down 11 percent, respectively, from the three months ended June 30, 2019.

 

Results for the three months ended June 30, 2020

Consolidated net income totaled $8.6 million, or $4.69 per basic and $4.68 per diluted share, in the second quarter of 2020. This is compared with consolidated net income of $9.7 million, or $5.21 per basic and $5.18 per diluted share, in the second quarter of 2019. The income per basic share computations are based on weighted average basic shares outstanding of 1,835,000 in the 2020 period and 1,854,000 in the 2019 period. The income per diluted share computations are based on weighted average diluted shares outstanding of 1,839,000 in the 2020 period and 1,864,000 in the 2019 period.

 

Consolidated revenues of $38.0 million for the second quarter of 2020 were 5 percent lower than revenues of $40.1 million for the second quarter of 2019. This decrease was primarily attributable to decrease in volumes of our Cardiovascular and Ophthalmology products partially offset by increased volumes of our Fluid Delivery products.

    

 
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Revenues by product line were as follows (in thousands):

 

 

 

Three Months ended
June 30,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Fluid Delivery

 

$21,761

 

 

$18,285

 

Cardiovascular

 

 

10,841

 

 

 

14,579

 

Ophthalmology

 

 

936

 

 

 

1,817

 

Other

 

 

4,430

 

 

 

5,422

 

Total

 

$37,968

 

 

$40,103

 

 

Cost of goods sold of $20.5 million for the second quarter of 2020 was 4.7 percent lower than cost of goods sold of $21.5 million for the second quarter of 2019 primarily due to lower sales volumes. Our cost of goods sold in the second quarter of 2020 was 54.0 percent of revenues compared with 53.6 percent of revenues in the second quarter of 2019.

 

Gross profit of $17.5 million in the second quarter of 2020 was $1.1 million or 6.0 percent lower than in the comparable 2019 period. Our gross profit percentage in the second quarter of 2020 was 46.0 percent of revenues compared with 46.4 percent of revenues in the second quarter of 2019. The decrease in gross profit percentage in the 2020 period compared to the 2019 period was primarily related to increased manufacturing costs with lower sales volumes.

 

Our second quarter 2020 operating expenses of $7.4 million were $203,000 lower than the operating expenses for the second quarter of 2019. This decrease was attributable to a $132,000 decrease in Research and Development, or R&D, expenses and a $395,000 decrease in Selling expenses. General and Administrative, or G&A, expenses partially offset these declines with a $324,000 increase. The decrease in R&D expenses was primarily related to company mandated travel restrictions due to COVID-19 and rescheduled international registrations. The decrease in Selling expenses was primarily related to Company-mandated travel restrictions and cancelled conferences due to COVID-19. The increase in G&A expenses was mainly due to increased software maintenance and salary expenses.

 

Operating income in the second quarter of 2020 decreased $920,000 to $10.0 million, an 8 percent decrease compared to our operating income in the quarter ended June 30, 2019. Operating income was 26 percent of revenues for the second quarter of 2020 and 27 percent the second quarter of 2019.

 

Interest and dividend income in the second quarter of 2020 was $367,000 compared with $581,000 for the same period in the prior year. The decline in interest and dividend income was largely due to lower interest rates in 2020 versus 2019.

 

 
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Other investment income in the second quarter of 2020 was $354,000 compared with investment income of $161,000 in the second quarter of 2019. These amounts were attributable to unrealized gains on equity investments resulting from changes in the market values of the investments in each respective quarter.

 

Income tax expense was $2.2 million for the second quarter of 2020 compared with $2.0 million for the second quarter of 2019. The effective tax rate for the second quarter of 2020 was 20.1 percent compared with 17.5 percent for the second quarter of 2019. The increase in the 2020 period’s effective tax rate was primarily related to decreased tax benefits from stock compensation.

   

Results for the six months ended June 30, 2020

 

Consolidated net income totaled $17.5 million, or $9.49 per basic and $9.47 per diluted share, in first six months of 2020. This is compared with consolidated net income of $19.1 million, or $10.30 per basic and $10.25 per diluted share, in the first six months of 2019. The income per basic share computations are based on weighted average basic shares outstanding of 1,844,000 in the 2020 period and 1,854,000 in the 2019 period. The income per diluted share computations are based on weighted average diluted shares outstanding of 1,849,000 in the 2020 period and 1,863,000 in the 2019 period.

 

Consolidated revenues of $81.6 million for the first six months of 2020 approximated revenues of $81.7 million for the first six months of 2019. Higher sales in Fluid Delivery were offset by lower Cardiovascular, Ophthalmology and Other sales.

 

Revenues by product line were as follows (in thousands):

 

 

 

Six Months ended
June 30,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Fluid Delivery

 

$44,108

 

 

$36,446

 

Cardiovascular

 

 

25,666

 

 

 

29,999

 

Ophthalmology

 

 

1,800

 

 

 

4,100

 

Other

 

 

9,989

 

 

 

11,172

 

Total

 

$81,563

 

 

$81,717

 

 

Cost of goods sold of $44.2 million for the first six months of 2020 was $154,000 lower than in the comparable 2019 period. A favorable product sales mix and continued cost improvement projects more than offset increased manufacturing costs in the first six months of 2020. Our cost of goods sold in the first six months of both 2020 and 2019 was 54.4 percent of revenues.

 

Gross profit was $37.3 million in the first six months of both 2020 and 2019. Our gross profit percentage was 45.8 percent of revenues in the first six months in 2020 and 45.6 percent in 2019. Favorable product sales mix and continued cost improvements offset increased manufacturing costs as mentioned above.

   

 
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Operating expenses of $15.5 million for the first six months 2020 were $286,000 higher than the operating expenses for the first six months of 2019. This increase was comprised of a $457,000 increase in R&D expenses, $538,000 increase in G&A expenses and a $709,000 decrease in Selling expenses. The increase in R&D expenses was primarily related to increased outside services and compensation. The increase in G&A expenses for the first six months of 2020 was principally attributable to increased compensation, software maintenance, and outside services. The decrease in Selling expenses was principally attributable to Company-mandated travel restrictions and cancelled conferences due to COVID-19.

 

Operating income in the first six months of 2020 decreased $244,000 to $21.8 million, a 1 percent decrease from our operating income in the six months ended June 30, 2019. Operating income for the first six months in 2020 and 2019 was 27 percent of revenues.

 

Interest and dividend income for the first six months of 2020 was $858,000, compared with $1.2 million for the same period in the prior year. The decline in interest and dividend income was largely due to lower interest rates in 2020 versus 2019.

 

Other investment loss for the first six months of 2020 was $673,000 compared with an investment income of $372,000 in the first six months of 2019. These amounts were attributable to unrealized losses and gains on equity investments resulting from changes in the market values of the investments in each respective quarter. COVID-19 significantly impacted certain equity market valuations in 2020, also impacting our investments.

 

Income tax expense was $4.4 million for the first six months of both 2020 and 2019. The effective tax rate for the first six months of 2020 was 20.2 percent, compared with 18.8 percent for the first six months of 2019. The increase in the 2020 period effective tax rate was primarily related to decreased tax benefits from stock compensation. We expect the effective tax rate for the remainder of 2020 to be approximately 20 percent.

 

Liquidity and Capital Resources

 

As of June 30, 2020, we had a $75.0 million revolving credit facility with a money center bank pursuant to which the lender is obligated to make advances until February 28, 2022. We had no outstanding borrowings under our credit facility at June 30, 2020. Our ability to borrow funds under the credit agreement from time to time is contingent on meeting certain covenants in the loan agreement, the most restrictive of which is the ratio of total debt to earnings before interest, income tax, depreciation and amortization. At June 30, 2020, we were in compliance with all financial covenants.

 

At June 30, 2020, we had a total of $87.5 million in cash and cash equivalents, short-term investments and long-term investments, a decrease of $13.1 million from December 31, 2019. The principal contributor to this decrease was stock buybacks of $17.0 million.

 

Cash flows from operating activities of $19.4 million for the six months ended June 30, 2020 were primarily comprised of net income plus the net effect of non-cash expenses and increases in accrued income and other taxes partially offset by increases in accounts receivable and inventories. During the first six months of 2020, we expended $30.4 million for the purchase of investments, $8.8 million for the addition of property and equipment, $17.0 million in stock buybacks and $5.7 million for dividends. During the same period, maturities and sales of investments generated $20.7 million in cash.

    

 
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At June, 30, 2020, we had working capital of $86.7 million, including $24.1 million in cash and cash equivalents and $6.6 million in short-term investments. The $34.4 million decrease in working capital during the first six months of 2020 was primarily related to decreases of cash and cash equivalents of $20.1 million and short term investments of $17.2 million.

 

We believe that our $87.5 million in cash, cash equivalents, short-term investments and long-term investments, along with cash flows from operations and available borrowings of up to $75.0 million under our credit facility, will be sufficient to fund our cash requirements for at least the foreseeable future, including the costs associated with the planned expansion of one of our manufacturing facilities. We believe that our strong financial position would allow us to access equity or debt financing should that be necessary. Additionally, we believe that our cash and cash equivalents, short-term investments and long-term investments, as a whole, will increase during the remainder of 2020.

 

COVID-19 Impact

 

COVID-19, which has spread throughout the United States and the world, has resulted in the implementation of numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. Although we are unable to predict accurately the full impact that COVID-19 will have on our results of operations, financial condition, liquidity, and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures has disrupted our business and operations, as well as those of many of our key customers, suppliers, and other counterparties. In response to the COVID-19 pandemic, various national, state, and local governments where we, our customers, and our suppliers operate have issued decrees prohibiting certain businesses from continuing to operate or restricting certain of their operations. To help protect the health and well-being of our employees and communities, some of our employees have been working remotely, and we have implemented additional health and safety measures in our facilities. In addition, many of our customers have implemented similar measures in their facilities, which has delayed, and may continue to delay, the timing of some orders and deliveries.

 

Although such disruptions did not have a material adverse impact on our financial results for the first six months of fiscal 2020, for the three months ended June 30, 2020, our revenues were down 5 percent, our operating income was down 8 percent and net income was down 11 percent from the three months ended June 30, 2019 and results for the third and fourth quarters of 2020 and for an indeterminate period thereafter could be affected by the impact of the global pandemic. OEM customers and end users of our products may experience financial distress, mass illness, supply chain disruptions, and government prohibitions that could impact purchases of products from us. Illnesses, government prohibitions and restrictions, and supply chain disruptions could also impact our ability to fulfill orders. Additionally, we may be unable to collect receivables from those customers significantly impacted by COVID-19. A decrease in orders in a given period could negatively affect our revenues in future periods, particularly if experienced on a sustained basis.

 

We will continue to evaluate the nature and extent of the impact of COVID-19 to our business.

    

 
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Forward-Looking Statements

 

Statements in this Management’s Discussion and Analysis and elsewhere in this Quarterly Report on Form 10-Q that are forward looking are based upon current expectations, and actual results or future events may differ materially. Therefore, the inclusion of such forward-looking information should not be regarded as a representation by us that our objectives or plans will be achieved. Such statements include, but are not limited to, our effective tax rate for the remainder of 2020, our ability to fund our cash requirements for the foreseeable future with our current assets, long-term investments, cash flow and borrowings under the credit facility, our access to equity and debt financing, the impact of the COVID-19 pandemic on our business and operations and financial results, the increase in cash, cash equivalents, and investments during the remainder of 2020. Words such as “expects,” “believes,” “anticipates,” “intends,” “should,” “plans,” 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 the COVID-19 pandemic could lead to 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 the COVID-19 outbreak; the impact of global and regional economic and credit market conditions on healthcare spending; the risk that the COVID-19 virus 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 forward-looking statements in this Quarterly Report on Form 10-Q 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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

For the quarter ended June 30, 2020, we did not experience any material changes in market risk exposures that affect the quantitative and qualitative disclosures presented in our 2019 Form 10-K.

  

Item 4. Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2020. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting for the quarter ended June 30, 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

    

 
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PART II

 

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may be involved in claims or litigation that arise in the normal course of business. We are not currently a party to any legal proceedings, which, if decided adversely, would have a material adverse effect on our business, financial condition, or results of operations.

  

ITEM 1A. RISK FACTORS

 

Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 include a discussion of our risk factors. There have been no material changes in the risk factors described in those reports, except as discussed below.

 

The COVID-19 pandemic has adversely affected our consolidated results of operations and may continue to do so.

 

COVID-19, which has spread throughout the United States and the world, has resulted in the implementation of numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. Although we are unable to predict accurately the full impact that COVID-19 will have on our results of operations, financial condition, liquidity, and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures has disrupted our business and operations, as well as those of many of our key customers, suppliers, and other counterparties. In response to the COVID-19 pandemic, various national, state, and local governments where we, our customers, and our suppliers operate have issued decrees prohibiting certain businesses from continuing to operate or restricting certain of their operations. To help protect the health and well-being of our employees and communities, some of our employees have been working remotely, and we have implemented additional health and safety measures in our facilities. In addition, many of our customers have implemented similar measures in their facilities, which has delayed, and may continue to delay, the timing of some orders and deliveries.

 

Although such disruptions did not have a material adverse impact on our financial results for the first six months of fiscal 2020, for the three months ended June 30, 2020, our revenues were down 5 percent, our operating income was down 8 percent and net income was down 11 percent from the three months ended June 30, 2019 and results in the third and fourth quarters of 2020 and for an indeterminate period thereafter could be affected, by the impact of the global pandemic. OEM customers and end users of our products may experience financial distress, mass illness, supply chain disruptions, and government prohibitions that could impact purchases of products from us. Illnesses, government prohibitions and restrictions, and supply chain disruptions could also impact our ability to fulfill orders. Additionally, we may be unable to collect receivables from those customers significantly impacted by COVID-19. A decrease in orders in a given period could negatively affect our revenues in future periods, particularly if experienced on a sustained basis.

 

We will continue to evaluate the nature and extent of the impact of COVID-19 to our business.

    

 
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The table below sets forth information with respect to our purchases of our common stock during each of the three months in the period ended June 30, 2020.

 


Period

 


Total Number of Shares Purchased

 

 


Average Price Paid per Share

 

 


Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)

 

4/1/2020 through 4/30/2020

 

 

3,500

 

 

$624.81

 

 

 

3,500

 

 

213,689

 

5/1/2020 through 5/31/2020

 

 

4,916

 

 

$645.02

 

 

 

4,916

 

 

 

208,773

 

6/1/2020 through 6/30/2020

 

 

3,742

 

 

$650.53

 

 

 

3,742

 

 

 

205,031

 

Total

 

 

12,158

 

 

$640.90

 

 

 

12,158

 

 

 

205,031

 

 

(1)

On May 21, 2015, our Board of Directors approved a stock repurchase program pursuant to which we can repurchase up to 250,000 shares of our common stock from time to time in open market or privately-negotiated transactions. At June 30, 2020, we had repurchased 44,969 shares of our common stock authorized under the program approved in May 2015. Our stock repurchase program has no expiration date but may be terminated by our Board of Directors at any time.

     

 
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ITEM 6. Exhibits.

 

Exhibit Index

 

Exhibit

 

 

Number

 

Description

 

 

 

31.1

 

Sarbanes-Oxley Act Section 302 Certification of Chief Executive Officer

 

 

 

31.2

 

Sarbanes-Oxley Act Section 302 Certification of Chief Financial Officer

 

 

 

32.1

 

Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes – Oxley Act Of 2002

 

 

 

32.2

 

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

    

 
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SIGNATURES

 

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 thereunto duly authorized.

 

 Atrion Corporation

 

(Registrant)

 

    
Date: August 6, 2020By:/s/ David A. Battat

 

 

David A. Battat 
  President and 
  Chief Executive Officer 

 

    
Date: August 6, 2020By:/s/ Jeffery Strickland

 

 

Jeffery Strickland 
  Vice President and 
  Chief Financial Officer 

 

 

(Principal Accounting and Financial Officer)