8-K

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):  November 7, 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 November 7, 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.

99.1	Press Release dated November 7, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 7, 2023	By:	/s/ David A. Battat
		David A. Battat
		President and CEO

EX-99.1

EXHIBIT 99.1

Atrion Reports Third Quarter 2023 Results

ALLEN, Texas, Nov. 07, 2023 (GLOBE NEWSWIRE) -- Atrion Corporation (NASDAQ: ATRI) today announced its results for the third quarter ended September 30, 2023.

Revenues for the third quarter of 2023 totaled $41.9 million compared to $44.6 million for the same period in 2022. For the quarter ended September 30, 2023, operating income was $4.1 million, down $5.5 million from the comparable 2022 period, and net income was $2.9 million, down $5.9 million from the same period in 2022. Third quarter 2023 diluted earnings per share were $1.67 compared to $4.94 for the third quarter of 2022.

Commenting on the results for the third quarter of 2023, David Battat, President and CEO, stated, “As was the case in the first two quarters of 2023, OEM sales in the third quarter of 2023 were negatively impacted by customers deferring orders as they dealt with excess inventories accumulated during the acute supply chain shortages in 2022. Additionally, our direct sales of MPS 3 consoles in the third quarter of 2023 were adversely affected by our inability to obtain sufficient components to meet demand. Looking at the 2023 quarters sequentially and comparing sales in those quarters to sales in the same periods in 2022 is informative: in the first quarter of this year, revenues were down 15%; in the second quarter of this year, they were down 10%; and in the just-ended third quarter they were down 6%.”

Mr. Battat continued, “Operating income in the just-ended quarter was down 58% compared to the third quarter of 2022. This steep decline was primarily due to our decision to temporarily stop production of certain high-volume products while OEM customers addressed their inventory levels. This was the right decision as it prevented us from producing excess inventory, but it greatly impacted overhead absorption. Manufacturing costs were also affected in the just ended quarter by one-time write offs. We do not expect either of these burdens on operating income to continue into 2024.”

Mr. Battat observed, “Although it’s been a challenging year in terms of customer buying patterns and raw material supply, we anticipate our customers’ concerns about their inventory levels will ease in 2024 as the year progresses. Consequently, we expect positive revenue and operating income comparisons in 2024 compared to 2023.”

Mr. Battat concluded, “Cash and short- and long-term investments totaled $14.0 million at September 30, 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 burdens on operating income in the third quarter of 2023 not continuing into 2024, customers’ concerns about their inventory levels easing in 2024 as the year progresses, and positive revenue and operating income comparisons in 2024 compared to 2023. 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 September 30,						Nine Months Ended September 30,
		2023			2022			2023			2022
Revenues	$	41,911		$	44,631		$	125,742		$	140,651
Cost of goods sold		28,175			26,978			79,671			82,921
Gross profit		13,736			17,653			46,071			57,730
Operating expenses		9,670			8,050			30,156			26,848
Operating income		4,066			9,603			15,915			30,882
Interest and dividend income		320			210			687			639
Other investment income (loss)		(782	)		764			(1,405	)		216
Other income		--			7			39			92
Interest expense		(97	)		--			(124	)		--
Income before income taxes		3,507			10,584			15,112			31,829
Income tax provision		(568	)		(1,745	)		(2,125	)		(5,143	)
Net income	$	2,939		$	8,839		$	12,987		$	26,686
Income per basic share	$	1.67		$	4.95		$	7.38		$	14.89
Weighted average basic shares outstanding		1,760			1,786			1,761			1,793
Income per diluted share	$	1.67		$	4.94		$	7.37		$	14.86
Weighted average diluted shares outstanding		1,761			1,788			1,762			1,796

ATRION CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands)
	September 30,		Dec 31,
ASSETS		2023		2022
	(Unaudited)
Current assets:
Cash and cash equivalents	$	658	$	4,731
Short-term investments		3,839		21,152
Total cash and short-term investments		4,497		25,883
Accounts receivable		23,290		23,951
Inventories		82,946		65,793
Prepaid expenses and other		5,010		3,770
Total current assets		115,743		119,397
Long-term investments		9,474		8,669
Property, plant and equipment, net		126,766		123,754
Other assets		12,826		12,892
	$	264,809	$	264,712
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities		15,266		18,098
Line of credit		4,500		--
Other non-current liabilities		4,861		7,073
Stockholders’ equity		240,182		239,541
	$	264,809	$	264,712

XML

Cover	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2023
Entity File Number	001-32982
Entity Registrant Name	Atrion Corporation
Entity Central Index Key	0000701288
Entity Tax Identification Number	63-0821819
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One Allentown Parkway
Entity Address, City or Town	Allen
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75002
City Area Code	972
Local Phone Number	390-9800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.10 per share
Trading Symbol	ATRI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false