UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2009
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
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Commission File Number: 001-33027
HOME DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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22-2594392
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2400 NW 55
th
Court
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Fort Lauderdale, Florida
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33309
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
954-677-9201
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
x
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to
submit and post such files). Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, non-accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934). Yes
o
No
x
As of July 31, 2009, there were 16,876,748 shares of common stock, par value $0.01 per share, of
the Registrant issued and outstanding.
HOME DIAGNOSTICS, INC.
INDEX
2
Caution Concerning Forward-Looking Statements
Certain information included or incorporated by reference in this Quarterly Report may be deemed to
be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements may include, but are not limited to, statements relating to our
objectives, plans and strategies, and all statements (other than statements of historical fact)
that address activities, events or developments that we intend, expect, project, believe or
anticipate will or may occur in the future are forward-looking statements. These statements are
often characterized by terminology such as believe, hope, may, anticipate, should,
intend, plan, will, expect, estimate, project, positioned, strategy and similar
expressions and are based on assumptions and assessments made by our management in light of their
experience and their perception of historical trends, current conditions, expected future
developments and other factors they believe to be appropriate. Any forward-looking statements in
this Quarterly Report are made as of the date hereof, and we undertake no duty to update or revise
any such statements, whether as a result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future performance and are subject to risks and
uncertainties. Important factors that could cause actual results, developments and business
decisions to differ materially from forward-looking statements are described in our most recent
Annual Report on Form 10-K, including the section entitled Risk Factors, and in Part II Item
1A. Risk Factors of this Quarterly Report on Form 10-Q.
3
Part I FINANCIAL INFORMATION
Item 1 Financial Statements
HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
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December 31,
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June 30,
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2008
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2009
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(Unaudited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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30,366,785
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$
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20,001,006
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Accounts receivable, net
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18,698,486
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21,515,008
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Inventories, net
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17,131,156
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18,983,570
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Prepaid expenses and other current assets
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1,683,658
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1,846,682
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Income taxes receivable
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1,082,423
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2,090,340
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Deferred tax assets
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4,316,688
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4,422,035
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Total current assets
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73,279,196
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68,858,641
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Property and equipment, net
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31,547,776
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36,043,046
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Goodwill
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35,573,462
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35,573,462
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Other intangible assets, net
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363,245
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261,852
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Deferred tax assets
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439,865
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Other assets, net
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136,157
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132,251
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Total assets
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$
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141,339,701
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$
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140,869,252
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Liabilities and Stockholders Equity
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Current liabilities:
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Accounts payable
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$
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7,746,180
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$
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9,638,420
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Accrued liabilities
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21,527,560
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21,803,718
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Total current liabilities
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29,273,740
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31,442,138
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Deferred tax liabilities
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567,055
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Commitments and contingencies
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Stockholders equity:
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Common stock, $.01 par value; 60,000,000
shares authorized; 17,482,144 and 16,862,422
shares issued and outstanding at December 31,
2008 and June 30, 2009, respectively
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174,822
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168,625
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Additional paid-in capital
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94,033,346
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91,095,986
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Retained earnings
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18,568,582
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18,193,370
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Accumulated other comprehensive loss
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(710,789
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)
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(597,922
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)
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Total stockholders equity
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112,065,961
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108,860,059
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Total liabilities and stockholders equity
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$
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141,339,701
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$
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140,869,252
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The accompanying notes are an integral part of these consolidated financial statements.
4
HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2008
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2009
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2008
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2009
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Net sales
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$
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33,355,841
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$
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32,653,785
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$
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58,476,121
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$
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57,255,413
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Cost of sales
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13,469,076
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15,338,500
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24,001,009
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28,356,894
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Gross profit
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19,886,765
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17,315,285
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34,475,112
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28,898,519
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Operating expenses
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Selling, general and administrative
(including stock-based compensation expense
of $510,325 and $439,409 and $743,326 and
$745,998 for the three and six months ended
June 30, 2008 and 2009, respectively)
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13,698,713
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12,574,343
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25,569,431
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24,683,190
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Research and development
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2,426,666
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1,971,113
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4,783,514
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3,854,716
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Total operating expenses
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16,125,379
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14,545,456
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30,352,945
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28,537,906
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Income from operations
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3,761,386
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2,769,829
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4,122,167
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360,613
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Other income (expense)
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Interest income (expense), net
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213,719
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15,558
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541,587
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65,706
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Other income (expense), net
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105,992
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17,866
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(420,589
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)
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137,671
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Total other income (expense)
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319,711
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33,424
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120,998
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203,377
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Income before provision for income taxes
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4,081,097
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2,803,253
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4,243,165
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563,990
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Provision for income taxes
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1,396,838
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907,494
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837,540
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367,230
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Net income
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$
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2,684,259
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$
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1,895,759
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$
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3,405,625
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$
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196,760
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Earnings per common share:
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Basic
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$
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.15
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$
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.11
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$
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.19
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$
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.01
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Diluted
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$
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.14
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$
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.11
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$
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.18
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$
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.01
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Weighted average shares used in computing
earnings per common share:
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Basic
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17,841,219
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16,876,361
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17,869,996
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17,099,945
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Diluted
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18,917,812
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17,619,996
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18,957,332
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17,846,953
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The accompanying notes are an integral part of these consolidated financial statements.
5
HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders Equity
(Unaudited)
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Common Stock
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Accumulated
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Additional
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Other
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Total
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Number of
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Paid-In
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Retained
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Comprehensive
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Stockholders
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Shares
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Amount
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Capital
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Earnings
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Loss
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Equity
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Balance at
December 31, 2008
|
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17,482,144
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$
|
174,822
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$
|
94,033,346
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$
|
18,568,582
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$
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(710,789
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)
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$
|
112,065,961
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Stock-based
compensation expense
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|
745,998
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745,998
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Stock options
exercised, including
tax benefit of $54,751
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195,083
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1,951
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736,517
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738,468
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Repurchases of
common stock
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|
(814,805
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)
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|
(8,148
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)
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(4,419,875
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)
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(571,972
|
)
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(4,999,995
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)
|
Comprehensive income:
|
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Foreign currency
translation
adjustment
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|
|
|
|
|
|
|
|
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|
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112,867
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|
|
112,867
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Net income
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|
|
|
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|
|
|
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|
|
196,760
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|
|
|
|
|
|
196,760
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
309,627
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
June 30, 2009
|
|
|
16,862,422
|
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|
$
|
168,625
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|
$
|
91,095,986
|
|
|
$
|
18,193,370
|
|
|
$
|
(597,922
|
)
|
|
$
|
108,860,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
6
HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
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|
|
|
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|
|
Six Months Ended
|
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June 30,
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|
2008
|
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|
2009
|
|
Cash flows from operating activities:
|
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|
|
|
|
|
|
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Net income
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|
$
|
3,405,625
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|
$
|
196,760
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|
Adjustments to reconcile net income to net cash provided by
operating activities:
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|
|
|
|
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Depreciation and amortization
|
|
|
1,748,347
|
|
|
|
3,331,998
|
|
Loss on asset disposals
|
|
|
105,293
|
|
|
|
4,267
|
|
Bad debt expense
|
|
|
30,000
|
|
|
|
91,000
|
|
Deferred income taxes
|
|
|
(60,819
|
)
|
|
|
901,571
|
|
Stock-based compensation expense
|
|
|
743,326
|
|
|
|
745,998
|
|
Changes in assets and liabilities:
|
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|
|
|
|
|
|
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Accounts receivable
|
|
|
(3,644,759
|
)
|
|
|
(2,907,522
|
)
|
Inventories
|
|
|
(2,433,692
|
)
|
|
|
(1,878,050
|
)
|
Prepaid expenses and other current and non-current assets
|
|
|
(906,741
|
)
|
|
|
(168,024
|
)
|
Income taxes receivable and income taxes payable
|
|
|
2,298,411
|
|
|
|
(1,007,918
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)
|
Accounts payable
|
|
|
2,909,940
|
|
|
|
1,892,241
|
|
Accrued liabilities
|
|
|
2,020,616
|
|
|
|
276,388
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
6,215,547
|
|
|
|
1,478,709
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(3,322,207
|
)
|
|
|
(7,721,847
|
)
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(3,322,207
|
)
|
|
|
(7,721,847
|
)
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
756,574
|
|
|
|
683,717
|
|
Excess tax benefits from stock-based compensation expense
|
|
|
123,143
|
|
|
|
54,751
|
|
Repurchases of common stock
|
|
|
(2,321,983
|
)
|
|
|
(4,999,995
|
)
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(1,442,266
|
)
|
|
|
(4,261,527
|
)
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
282,347
|
|
|
|
138,886
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
1,733,421
|
|
|
|
(10,365,779
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
32,695,803
|
|
|
|
30,366,785
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
34,429,224
|
|
|
$
|
20,001,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|
|
Cash paid during the period for -
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
773,631
|
|
|
$
|
79,274
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
7
HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2009
(Unaudited)
1.
BASIS OF PRESENTATION
Home Diagnostics, Inc. (the Company) was founded in 1985 and has focused exclusively on the
diabetes market since inception. The Company is a developer, manufacturer and marketer of
technologically advanced blood glucose monitoring systems and disposable supplies for diabetics
worldwide.
The accompanying unaudited consolidated financial statements have been prepared in accordance with
the rules and regulations of the United States Securities and Exchange Commission (SEC) for
interim financial information. Accordingly, they do not include all of the information and
footnotes required by U.S. generally accepted accounting principles (GAAP) for complete financial
statements. Therefore, these interim financial statements should be read in conjunction with the
audited consolidated financial statements and related notes to the financial statements of Home
Diagnostics, Inc. and its subsidiaries included in the Companys most recent Annual Report on Form
10-K. In the opinion of management, these financial statements include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the results of interim
periods. The results of operations for the interim periods presented are not necessarily indicative
of the results to be expected for the full year.
The consolidated financial statements include the accounts of Home Diagnostics, Inc. and its wholly
owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
The Company has evaluated subsequent events through August 7, 2009, the date of issuance of its
consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
as of the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Significant items subject to such estimates and assumptions primarily include
the Companys allowances for doubtful accounts, sales returns, and managed care rebates and other
promotional allowances, legal contingencies, and assumptions used to evaluate inventory
obsolescence, the impairment of goodwill and other long-lived assets, and income tax uncertainties.
Actual amounts could differ from these estimates.
Recent Accounting Pronouncements
SFAS 141(R) Business Combinations
In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 141(R), Business Combinations (SFAS 141(R)), which
replaces SFAS No. 141, Business Combinations (SFAS 141). SFAS 141(R)s scope is broader than
that of SFAS 141, which applied only to business combinations in which control was obtained by
transferring consideration. SFAS 141(R) applies to all transactions and other events in which one
entity obtains control over one or more other businesses. The standard requires the fair value of
the purchase price, including the issuance of equity securities, to be determined on the
acquisition date. SFAS 141(R) requires an acquirer to recognize the assets acquired, the
liabilities assumed, and any non-controlling interests in the acquiree at the acquisition date,
measured at their fair values as of that date, with limited exceptions which are specified in the
statement. It also requires transaction costs to be expensed as incurred and restructuring costs to
be expensed in periods after the acquisition date. Earn-outs and other forms of contingent
consideration are to be recorded at fair value on the acquisition date. Changes in deferred tax
asset valuation allowances and liabilities for tax uncertainties subsequent to the acquisition date
that do not meet certain remeasurement criteria are also recorded in the income statement. SFAS
141(R) generally applies prospectively to business combinations for which the acquisition date is
on or after the effective date of the statement, which is the first annual reporting period
beginning on or after December 15, 2008. Early adoption was prohibited. The Company adopted SFAS
141(R) as of January 1, 2009 with no impact to its consolidated financial
position or results of operations.
8
SFAS 157 Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which
defines fair value, establishes a framework for measuring fair value in accordance with GAAP and
expands disclosures about fair value measurements. In February 2008, the FASB issued Staff
Position No. 157-2 (FSP 157-2), which delayed the effective date of SFAS 157 one year for all
nonfinancial assets and liabilities. On January 1, 2008, the Company adopted the provisions of SFAS
157 for financial assets and liabilities. On January 1, 2009, the Company adopted the provisions of
SFAS 157 for nonfinancial assets and liabilities. There was no impact to the Companys consolidated
financial position or results of operations upon adoption of SFAS 157.
SFAS 160 Non-Controlling Interests
In December 2007, the FASB issued SFAS No. 160, Non-Controlling Interests in Consolidated
Financial Statements an amendment of ARB No. 51 (SFAS 160). SFAS 160 requires non-controlling
interests or minority interests to be treated as a separate component of equity, not as a liability
or other item outside of permanent equity. Upon a loss of control, the interest sold, as well as
any interest retained, is required to be measured at fair value, with any gain or loss recognized
in earnings. Based on SFAS 160, assets and liabilities will not change for subsequent purchase or
sale transactions with non-controlling interests as long as control is maintained. Differences
between the fair value of consideration paid or received and the carrying value of non-controlling
interests are to be recognized as an adjustment to the parent interests equity. SFAS 160 was
effective for fiscal years beginning on or after December 15, 2008, with earlier adoption
prohibited. The Company adopted SFAS 160 as of January 1, 2009 with no impact to its consolidated
financial position or results of operations.
SFAS 161 Disclosures about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities an Amendment of SFAS No. 133 (SFAS 161). SFAS 161 seeks to improve financial
reporting for derivative instruments and hedging activities by requiring enhanced disclosures
regarding their impact on financial position, financial performance and cash flows. SFAS 161 is
effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company adopted SFAS 161 as of January 1, 2009. As SFAS 161 relates
specifically to disclosures, the adoption of this statement had no impact on the Companys
consolidated financial position or results of operations.
SFAS 165 Subsequent Events
In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165). The objective of SFAS
165 is to establish general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are available to be issued.
This statement should not result in significant changes to the subsequent events that an entity
reports in its financial statements. It does introduce the concept of financial statements being
available to be issued. SFAS 165 requires the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date, that is, whether that date represents the
date the financial statements were issued or were available to be issued. Public entities are
required to evaluate subsequent events through the date that the financial statements are issued.
SFAS 165 is effective for financial statements issued for interim and annual periods ending after
June 15, 2009. The adoption of this statement had no impact on the Companys consolidated
financial position or results of operations.
SFAS 168 FASB Accounting Standards Codification
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles A Replacement of SFAS No. 162 (SFAS 168
or the Codification). The Codification will become the single source for all authoritative U.S.
GAAP recognized by the FASB, and is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The Codification does not change current GAAP. In
the future, the FASBs pronouncements will be issued as Accounting Standards Updates to the
Codification. The adoption of this statement will have no impact on the Companys consolidated
financial position or results of operations.
9
2.
STOCK-BASED COMPENSATION
A summary of the Companys stock option and stock appreciation right activity and related
information for the six months ended June 30, 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
Range of
|
|
|
Average
|
|
|
|
Stock Options
|
|
|
Exercise
|
|
|
Exercise
|
|
|
|
and SARs
|
|
|
Prices
|
|
|
Prices
|
|
Outstanding at December 31, 2008
|
|
|
3,146,334
|
|
|
$
|
2.99 12.00
|
|
|
$
|
5.93
|
|
Granted
|
|
|
899,000
|
|
|
|
5.73 6.61
|
|
|
|
6.17
|
|
Exercised
|
|
|
(195,083
|
)
|
|
|
2.99 4.49
|
|
|
|
3.50
|
|
Forfeited or cancelled
|
|
|
(116,665
|
)
|
|
|
3.63 12.00
|
|
|
|
9.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2009
|
|
|
3,733,586
|
|
|
|
2.99 12.00
|
|
|
|
6.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2009
|
|
|
2,445,638
|
|
|
|
2.99 12.00
|
|
|
|
5.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total stock-based compensation outstanding at June 30, 2009 includes 200,000 equity-settled
stock appreciation rights (SARs) that were granted during the three months ended March 31, 2009.
SARs provide the holder the right to receive an amount, payable in the Companys common stock,
equal to the excess of the market value of the Companys common stock on the date of exercise over
the base price at the time the right was granted. The base price may not be less than the market
price of the Companys common stock on the date of grant. All SARs vest ratably over a five year
period and have a term of seven years. In accordance with SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS 123(R)), equity-settled SARs are treated as equity instruments similar to stock
options. There were no issuances of SARs prior to 2009.
During the six months ended June 30, 2008 and 2009, the weighted-average fair value of stock
options and SARs granted was $2.72 and $2.24, respectively. The fair value of stock option and SAR
grants were estimated on the date of grant using the Black-Scholes option-pricing model utilizing
the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2009
|
|
Weighted-average expected term of options
(in years, using
the simplified method)
|
|
|
4.5
|
|
|
|
4.7
|
|
Expected volatility factor
(based on peer group volatility)
|
|
|
36
|
%
|
|
|
40
|
%
|
Expected dividend yield
|
|
none
|
|
none
|
Weighted average risk-free interest rate
(based on
applicable U.S. Treasury rates)
|
|
|
3.2
|
%
|
|
|
1.8
|
%
|
The Companys estimated forfeiture rate during the six months ended June 30, 2008 and 2009 was 8%.
The aggregate intrinsic value for the stock options outstanding and exercisable at June 30, 2009
was $4.9 million and $4.7 million, respectively. The aggregate intrinsic value represents the total
pre-tax intrinsic value (the difference between the quoted market price of the Companys common
stock and the stock options exercise price, multiplied by the number of in-the-money options) that
would have been received by holders had all holders exercised their awards on June 30, 2009. At
June 30, 2009, the SARs were neither in-the-money nor exercisable. The intrinsic value of the
stock options exercised during the six months ended June 30, 2009 was $.4 million.
At June 30, 2009, unrecognized SFAS 123(R) stock-based compensation expense associated with
unvested stock options and SARs was $1.8 million. The Company has elected to recognize compensation
expense for grants of stock options and SARs using a graded vesting attribution methodology,
whereby compensation expense is recognized on a straight-line basis over the requisite service
period for each separately vesting portion of each grant as if each grant was, in substance,
multiple grants. The unrecognized stock-based compensation expense as of June 30, 2009 is expected
to be recognized over a weighted-average period of 1.8 years.
10
The Company recognized stock-based compensation expense of $ .5 million and $.4 million for the
three months ended
June 30, 2008 and 2009, respectively, and $.7 million for both six month periods ended June 30,
2008 and 2009. During the three and six months ended June 30, 2008, stock-based compensation
expense included expense of $.2 million and $.1 million, respectively, related to mark-to-market
accounting adjustments for variable stock options. During the three and six months ended June 30,
2009, stock-based compensation expense included expense of $.1 million related to mark-to-market
accounting adjustments for variable stock options.
The income tax benefit associated with stock option exercises for the six months ended June 30,
2008 and 2009 was $123,143 and $54,751, respectively, and is included in cash flows from financing
activities.
In April 2009, the Companys Board of Directors adopted the 2009 Equity Incentive Plan (the 2009
Plan) for officers, employees, independent directors and other key persons of the Company. The
Plan is intended to replace the Companys 2006 Equity Incentive Plan (the 2006 Plan). The
Companys stockholders approved the 2009 Plan on June 2, 2009. As a result, no further awards will
be granted under the 2006 Plan and the 2006 Plan has been terminated. Stock-based awards (including
incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock
awards, restricted stock awards, unrestricted stock awards, dividend equivalent rights and other
stock-based awards) may be granted under the 2009 Plan. Subject to adjustment for stock splits,
stock dividends and similar events, the total number of shares of stock that can be issued under
the 2009 Plan is 1,800,000. At June 30, 2009, there were 1,790,000 shares available for future
grants under the 2009 Plan.
3.
INVENTORIES, NET
Inventories, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
`
|
|
|
|
|
|
|
December 31,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2009
|
|
Raw materials
|
|
$
|
10,059,194
|
|
|
$
|
7,830,725
|
|
Work-in-process
|
|
|
4,868,764
|
|
|
|
7,333,568
|
|
Finished goods
|
|
|
2,203,198
|
|
|
|
3,819,277
|
|
|
|
|
|
|
|
|
|
|
$
|
17,131,156
|
|
|
$
|
18,983,570
|
|
|
|
|
|
|
|
|
4.
PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2009
|
|
Machinery and equipment
|
|
$
|
32,119,057
|
|
|
$
|
34,005,077
|
|
Leasehold improvements
|
|
|
4,997,859
|
|
|
|
4,999,193
|
|
Furniture, fixtures and office equipment
|
|
|
4,332,707
|
|
|
|
4,253,512
|
|
Computer software
|
|
|
2,102,246
|
|
|
|
2,168,899
|
|
Equipment not yet placed in service
|
|
|
9,340,174
|
|
|
|
15,027,793
|
|
|
|
|
|
|
|
|
|
|
|
52,892,043
|
|
|
|
60,454,474
|
|
Less: Accumulated depreciation and amortization
|
|
|
(21,344,267
|
)
|
|
|
(24,411,428
|
)
|
|
|
|
|
|
|
|
|
|
$
|
31,547,776
|
|
|
$
|
36,043,046
|
|
|
|
|
|
|
|
|
Equipment not yet placed in service at December 31, 2008 and June 30, 2009 primarily consists of
deposits made for custom manufacturing equipment being constructed for a test strip manufacturing
expansion plan previously approved by the Companys Board of Directors. Depreciation expense on
these assets will commence once the assets are substantially complete, ready for their intended use
and the Company begins to produce inventory ready for sale. Substantially complete and ready for
use is at the point in which the assets have been received, installed and validated. These assets
are expected to have average estimated useful lives of 7 to 8 years. The Company believes this new
equipment will be fully operational in 2010.
Depreciation expense was $1.5 million and $3.2 million for the six months ended June 30, 2008 and
2009, respectively. In order to improve production yields on the Companys new test strip platform,
$1.2 million of equipment will be replaced in 2009 and is being depreciated on an accelerated basis
through September 2009. For the six months ended June 30, 2009, depreciation expense related to
this equipment was $.7 million.
Amortization expense of computer software was $.3 million and $.1 million for the six months ended
June 30, 2008 and
2009, respectively.
11
5.
ACCRUED LIABILITIES
Accrued liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2009
|
|
Accrued salaries and benefits
|
|
$
|
4,757,671
|
|
|
$
|
5,403,000
|
|
Sales returns reserve
|
|
|
4,629,056
|
|
|
|
3,937,408
|
|
Accrued customer liabilities
|
|
|
7,782,322
|
|
|
|
7,337,379
|
|
Managed care rebates
|
|
|
2,731,880
|
|
|
|
3,080,493
|
|
Other accrued liabilities
|
|
|
1,626,631
|
|
|
|
2,045,438
|
|
|
|
|
|
|
|
|
|
|
$
|
21,527,560
|
|
|
$
|
21,803,718
|
|
|
|
|
|
|
|
|
6.
CREDIT FACILITY AND LONG-TERM DEBT
In April 2009, the Company renewed and amended its credit facility by increasing the amount
available under its unsecured revolving line of credit from $10.0 million to $15.0 million (Credit
Facility). The Credit Facility matures on April 29, 2010. Borrowings bear interest at LIBOR plus
an applicable margin ranging from 1.25% to 2.00% based on the ratio of funded debt to earnings
before interest, taxes, depreciation and amortization (EBITDA), as defined in the Credit Facility
agreement. The Credit Facility contains financial and other covenants that restrict the Companys
ability to, among other things, incur additional indebtedness, incur liens, make investments and
participate in a change in control. The financial covenants require the Company to maintain a ratio
of funded debt to EBITDA, as defined in the Credit Facility agreement, not to exceed 2.50, and an
interest coverage ratio, as defined, of not less than 2.50. Failure to comply with these covenants
and other restrictions would constitute an event of default. As of June 30, 2009, the Company had
$15.0 million available under its Credit Facility and no outstanding balance, and the Company was
in compliance with the financial covenants and other restrictions of the Credit Facility.
7.
INCOME TAXES
The Companys income tax provision for interim periods is determined using an estimate of the
Companys annual effective tax rate. The provision for income taxes in 2008 includes the
recognition of approximately $.6 million in uncertain tax positions associated with the completion
of audits of our 2003 and 2004 federal income tax returns by the Internal Revenue Service. The
provision for income taxes for 2009 includes increases in reserves for uncertain tax provisions.
The Company and its subsidiaries file income tax returns in the U.S. Federal jurisdiction and
various state and foreign jurisdictions. In the normal course of business, the Company is subject
to examination by taxing authorities in the United States, Taiwan, the United Kingdom and Canada.
The Company has closed U.S. federal income tax matters for all years through 2005. Currently, there
are no tax years under IRS examination.
During the six months ended June 30, 2009, the Companys unrecognized tax benefits increased by $.2
million due to increases in reserves for uncertain tax positions. At June 30, 2009, the Company had
gross unrecognized tax benefits of $.8 million. The total unrecognized tax benefits, if recognized,
would reduce our effective tax rate in the period of recognition. We recognize interest and
penalties related to tax matters within the provision for income taxes in the consolidated
statements of income as incurred. Accruals for interest and penalties recorded during the three and
six months ended June 30, 2009 were not material.
8.
EARNINGS PER COMMON SHARE
Basic earnings per share is computed by dividing net income by the weighted average number of
common shares outstanding during the period presented. Diluted earnings per share is based on the
combined weighted average number of common shares and common share equivalents outstanding which
include, where appropriate, the assumed exercise of stock options and SARs. In computing diluted
earnings per share, we use the treasury stock method.
12
The following summarizes the weighted average number of common shares outstanding during the three
and six months ended June 30, 2008 and 2009 that were used to calculate basic and diluted earnings
per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
Weighted average
number of common
shares outstanding
for basic earnings
per share
|
|
|
17,841,219
|
|
|
|
16,876,361
|
|
|
|
17,869,996
|
|
|
|
17,099,945
|
|
Effect of dilutive
securities: Stock
options and SARs
|
|
|
1,076,593
|
|
|
|
743,635
|
|
|
|
1,087,336
|
|
|
|
747,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
number of common
and common
equivalent shares
outstanding
|
|
|
18,917,812
|
|
|
|
17,619,996
|
|
|
|
18,957,332
|
|
|
|
17,846,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three and six months ended June 30, 2008, the Company had 1.2 million and 1.0 million,
respectively, of employee stock options outstanding, that have been excluded from the computation
of diluted earnings per share because they were anti-dilutive. For the three and six months ended
June 30, 2009, the Company had 2.0 million and 2.9 million of outstanding employee stock options
and SARs, respectively, that have been excluded from the computation of diluted earnings per share
because they are anti-dilutive.
9.
COMMON STOCK REPURCHASE PROGRAM
In December 2008, the Companys Board of Directors authorized the Company, under a repurchase
program, to purchase $5.0 million of its common stock. Purchases under this program began in
January 2009. During the three and six months ended June 30, 2009, the Company repurchased 342,117
shares and 814,805 shares at a cost of $2.1 million and $5.0 million, respectively, and completed
its stock repurchase program. All purchases under the program were made in the open market, subject
to market conditions and trading restrictions.
10.
FAIR VALUE MEASUREMENTS
As of June 30, 2009, the Company had $20.0 million of cash and cash equivalents, which are invested
primarily in overnight money market funds that trade at a net asset value of $1.00 per share. The
carrying amounts of accounts receivable, inventories, other assets, accounts payable and accrued
liabilities approximate fair value because of the short term maturity of these instruments. The
Company also has assets that, under certain conditions, are subject to measurement at fair value on
a non-recurring basis. These assets include property and equipment, goodwill and other intangible
assets. For these assets, measurement at fair value in periods subsequent to their initial
recognition is applicable if one or more is determined to be impaired.
In February 2009, the Company entered into a non-deliverable forward (NDF) contract for a
notional amount of $4.0 million with a maturity date of August 2009 to reduce exposure to foreign
currency fluctuations on transactions with its foreign subsidiary in Taiwan. This replaced a
similar NDF contract which matured in February 2009. At December 31, 2008 and June 30, 2009, the
fair values of the NDFs were ($.3) million and $.1 million, which were included in accrued
liabilities and prepaid expenses and other current assets, respectively, in the consolidated
balance sheets. Fair value is estimated based on Level 2 observable inputs (defined as inputs,
other than quoted prices in active markets, that are observable either directly or indirectly) for
the current NDF forward rates for similar contracts. During the six months ended June 30, 2009, the
Company recorded $.1 million in net market value gains on NDF contracts. Net market value
adjustments have been recorded in other income (expense) in the consolidated statement of
operations.
11.
CONTINGENCIES
Litigation
The Company is involved in certain legal proceedings arising in the ordinary course of business. In
the opinion of management, except as disclosed below, the outcome of such proceedings will not
materially affect the Companys consolidated financial position, results of operations or cash
flows.
13
FDA Matter
The United States Food and Drug Administration (FDA) has requested meetings with manufacturers of
blood glucose monitoring systems, including the Company, to discuss the FDAs safety concerns about
the continued use of glucose monitoring systems that use the GDH-PQQ enzyme. The FDAs concerns
relate to certain patients receiving other medical treatments or IV therapies that are known to
contain maltose and maltose derivatives. In the past, regulatory agencies, including the FDA, have
issued cautionary statements and medical device alerts to the health care community that explained
the risk of using GDH-PQQ systems with dialysis patients receiving maltose, xylose or galactose.
The Companys TRUEresult and TRUE2Go systems both use TRUEtest strips, which in turn use the
GDH-PQQ enzyme. Prior to receiving 510(k) marketing clearance of these products from the FDA in
August 2008, the Company modified its labeling and educational materials, in accordance with FDA
recommendations, to mitigate these risks. During a meeting with the FDA in February 2009, the
Company was asked to work with the FDA to develop a plan that addresses these concerns and to
further mitigate the risks associated with the use of these products by patients receiving other
medical treatments or IV therapies that are known to contain maltose and maltose derivatives. This
plan, if approved and required to be implemented by FDA, may limit the distribution of these
products, may require additional labeling and educational materials, may require that a different
type of enzyme be utilized in these products, or may require the withdrawal of these products from
the market. The Company submitted a risk mitigation plan to the FDA in March 2009 and began
reviewing its plan with the agency in May 2009. While the Company has submitted its plan and
continues to work with the agency to address the agencys ongoing questions and concerns,
management is unable to predict the outcome of this matter. At this time, management cannot
reasonably estimate the amount of potential loss, if any, related to this matter. As more
information becomes available, accruals, if any, for losses that may be considered probable or
asset impairment charges, if any, may be necessary. An unfavorable outcome in this matter could
have a material adverse effect on the Companys consolidated financial position, results of
operations and cash flows.
12.
SIGNIFICANT CONCENTRATIONS OF BUSINESS AND CREDIT RISK
Evaluations of customers financial condition are performed regularly. The Company maintains
reserves for potential credit losses and such losses, in the aggregate, have generally not exceeded
managements estimates. The Company exports its products throughout the world. Except as noted
herein, the Companys consolidated financial condition and results of operations have not been
significantly impacted to date by the economic difficulties experienced by some of these countries.
The Company has two distributors located in Latin America that have been negatively impacted by
poor economic conditions and weakening local currencies. One of these customers distributes the
Companys products in Venezuela. In Venezuela, government approval is required to convert local
currency into U.S dollars, and these exchange controls affect our customers ability to readily
convert earnings in Venezuela into U.S. dollars in order to make payments to suppliers, including
the Company. Government approval has lagged payment due dates from time to time, resulting in
delays of cash payments from this customer. The Company had U.S. dollar denominated receivables
from its Latin American customers totaling $3.1 million and $1.9 million at December 31, 2008 and
June 30, 2009, respectively (including $1.1 million and $.8 million at December 31, 2008 and June
30, 2009, respectively, due from its Venezuelan distributor). As of June 30, 2009, the Company
anticipates that it will be able to collect these receivables.
14
|
|
|
ITEM 2.
|
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
The following discussion highlights the principal factors that have affected our financial
condition and results of operations, as well as our liquidity and capital resources for the periods
described. This discussion should be read in conjunction with the unaudited consolidated financial
statements and the notes thereto included in this Quarterly Report. In addition, reference is made
to our audited consolidated financial statements and notes thereto and related Managements
Discussion and Analysis of Financial Condition and Results of Operations included in our most
recent Annual Report on Form 10-K. As used in this Quarterly Report, the terms Home Diagnostics,
the Company, HDI, we, us and our refer to Home Diagnostics, Inc. and our consolidated
subsidiaries. The following discussion contains forward-looking statements. Please see our most
recent Annual Report on Form 10-K, including the section entitled Risk Factors, and Part II
Item 1A. Risk Factors of this Quarterly Report on Form 10-Q for a discussion of the uncertainties,
risks and assumptions associated with these forward-looking statements. In addition, please see
Caution Concerning Forward-Looking Statements on page 3 of this Quarterly Report.
Company Overview
We are a developer, manufacturer and marketer of technologically advanced blood glucose monitoring
systems and disposable supplies for diabetics worldwide. We market our blood glucose monitoring
systems under both our own HDI brands and through a unique co-branding strategy in partnership with
leading food and drug retailers, mass merchandisers, distributors, mail service providers and
third-party payors in the United States and internationally.
Our co-branding distribution strategy allows our customers to leverage their brand strategy with
ours and to deliver high- quality, low-cost blood glucose monitoring systems to their diabetic
customers at attractive price points for the consumer and increased profit margins for the retailer
or distributor.
We were founded in 1985 and have focused exclusively on the diabetes market since inception. We
have two manufacturing facilities ? one located in Fort Lauderdale, Florida, and the other in
Hsinchu City, Taiwan. We manufacture, test and package our blood glucose test strips at our
facility in Fort Lauderdale. Our blood glucose meters are assembled in our Taiwan facility.
Labeling, final assembly, quality control testing and shipment of our blood glucose monitoring
systems are conducted in our Fort Lauderdale facility. Our test strip manufacturing processes are
highly automated. We believe we have sufficient capacity to produce test strips for our TRUEtrack,
TRUEread, TRUEbalance and Sidekick biosensor systems and our Prestige photometric system to meet
current and future demand, without significant incremental capital investment. In September 2008,
we launched our TRUEresult and TRUE2go no-coding systems, which use our TRUEtest biosensor test
strip platform. We continue to scale our TRUEtest test strip manufacturing operations to provide a
sufficient supply of these new products to support current demand. In order to meet expected
long-term demand for these products, in 2008, our Board of Directors approved a test strip
manufacturing capacity expansion plan. We believe this new equipment will be fully operational in
2010.
We sell our products in the following distribution channels:
|
|
|
Retail
The retail channel generates the majority of sales of blood
glucose monitoring products in the United States and includes chain
drug stores, food stores and mass merchandisers. We sell our products
into the retail channel on a direct basis or through domestic
distributors. Our retail net sales include products we sell directly
into the retail channel for the larger food and drug retailers.
|
|
|
|
|
Domestic Distribution
The domestic distribution channel includes
sales to domestic wholesalers, including AmerisourceBergen, Cardinal
Health, McKesson and Invacare, who sell products to independent and
chain food and drug retailers, primary and long-term care providers,
durable medical equipment suppliers and mail service providers.
|
|
|
|
|
Mail Service
The mail service channel includes sales to leading
mail service providers who market their products primarily to Medicare
recipients.
|
|
|
|
|
International
The international channel consists of sales on a
direct basis in the United Kingdom and Canada and through distributors
in Latin America, Europe, Australia and China.
|
15
Our net sales by channel were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail
|
|
$
|
6,077,281
|
|
|
|
18.2
|
%
|
|
$
|
8,826,815
|
|
|
|
27.0
|
%
|
|
$
|
12,555,199
|
|
|
|
21.5
|
%
|
|
$
|
16,940,375
|
|
|
|
29.6
|
%
|
Distribution
|
|
|
17,884,002
|
|
|
|
53.6
|
|
|
|
14,849,964
|
|
|
|
45.5
|
|
|
|
29,207,299
|
|
|
|
49.9
|
|
|
|
24,025,561
|
|
|
|
42.0
|
|
Mail service
|
|
|
5,254,149
|
|
|
|
15.8
|
|
|
|
5,761,221
|
|
|
|
17.6
|
|
|
|
9,590,904
|
|
|
|
16.4
|
|
|
|
11,044,957
|
|
|
|
19.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Domestic
|
|
|
29,215,432
|
|
|
|
87.6
|
|
|
|
29,438,000
|
|
|
|
90.1
|
|
|
|
51,353,402
|
|
|
|
87.8
|
|
|
|
52,010,893
|
|
|
|
90.9
|
|
International
|
|
|
4,140,409
|
|
|
|
12.4
|
|
|
|
3,215,785
|
|
|
|
9.9
|
|
|
|
7,122,719
|
|
|
|
12.2
|
|
|
|
5,244,520
|
|
|
|
9.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
33,355,841
|
|
|
|
100.0
|
%
|
|
$
|
32,653,785
|
|
|
|
100.0
|
%
|
|
$
|
58,476,121
|
|
|
|
100.0
|
%
|
|
$
|
57,255,413
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We enter into agreements with certain of our customers from time to time concerning terms of sale
such as volume discounts and minimum requirements for maintaining, for example, favorable pricing
or exclusivity. However, we do not rely on written agreements to any significant extent, but rather
on our relationships with our customers. Most of our sales are made pursuant to purchase orders.
We strive to maximize our installed base of meters to drive future sales of our test strips.
Meters, which are sold individually or in a starter kit with a sample of test strips and other
supplies, are typically sold at or below cost. It is also common for us to provide meters free of
charge in support of managed care initiatives and other marketing opportunities. Test strip sales
are a significant driver of our overall gross margins. We measure our operating performance in many
ways, including the ratio of test strips to meters sold in a given period. Our gross margins are
affected by several factors, including manufacturing costs, the ratio of test strips to meters,
free meter distributions and product pricing. Our gross margins can be negatively impacted by new
product introductions as we invest to build an installed base of users for new systems. This is due
to several factors, including the cost of manufacturing and shipping free or discounted meters, the
lower ratio of test strip-to-meter sales during the roll-out period and cost inefficiencies during
scale up of manufacturing. We expect the recent launch of our new no-code meter systems to continue
to have a negative impact on our gross margins through 2009 as we continue to build an installed
base of users.
Our selling, general and administrative expenses include sales and marketing expenses, legal and
regulatory costs, customer, technical service, finance and administrative expenses and non-cash
stock-based compensation expense. We have been involved in patent-related litigation concerning
certain of our products. As such, our legal costs can be significant, and their timing is difficult
to predict.
We have made significant investments in our research and development initiatives. Our research and
development costs, which were 8.2% and 6.8% of net sales for the six months ended June 30, 2008 and
2009, respectively, include salaries and related costs for our scientists and staff, as well as
costs for clinical studies, materials, consulting and other third-party services. Our research and
development team is working to develop new technologies that we believe will broaden our product
portfolio and enhance our current products.
16
Results of Operations
The following table sets forth, for the periods indicated, certain information related to our
operations, expressed in dollars and as a percentage of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
Net sales
|
|
$
|
33,355,841
|
|
|
|
100.0
|
%
|
|
$
|
32,653,785
|
|
|
|
100.0
|
%
|
|
|
58,476,121
|
|
|
|
100.0
|
%
|
|
$
|
57,255,413
|
|
|
|
100.0
|
%
|
Cost of sales
|
|
|
13,469,076
|
|
|
|
40.4
|
|
|
|
15,338,500
|
|
|
|
47.0
|
|
|
|
24,001,009
|
|
|
|
41.0
|
|
|
|
28,356,894
|
|
|
|
49.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
19,886,765
|
|
|
|
59.6
|
|
|
|
17,315,285
|
|
|
|
53.0
|
|
|
|
34,475,112
|
|
|
|
59.0
|
|
|
|
28,898,519
|
|
|
|
50.5
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
13,698,713
|
|
|
|
41.0
|
|
|
|
12,574,343
|
|
|
|
38.5
|
|
|
|
25,569,431
|
|
|
|
43.8
|
|
|
|
24,683,190
|
|
|
|
43.1
|
|
Research and development
|
|
|
2,426,666
|
|
|
|
7.3
|
|
|
|
1,971,113
|
|
|
|
6.0
|
|
|
|
4,783,514
|
|
|
|
8.2
|
|
|
|
3,854,716
|
|
|
|
6.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
16,125,379
|
|
|
|
48.3
|
|
|
|
14,545,456
|
|
|
|
44.5
|
|
|
|
30,352,945
|
|
|
|
52.0
|
|
|
|
28,537,906
|
|
|
|
49.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
3,761,386
|
|
|
|
11.3
|
|
|
|
2,769,829
|
|
|
|
8.5
|
|
|
|
4,122,167
|
|
|
|
7.0
|
|
|
|
360,613
|
|
|
|
.6
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net
|
|
|
213,719
|
|
|
|
.6
|
|
|
|
15,558
|
|
|
|
|
|
|
|
541,587
|
|
|
|
.9
|
|
|
|
65,706
|
|
|
|
.1
|
|
Other income (expense), net
|
|
|
105,992
|
|
|
|
.3
|
|
|
|
17,866
|
|
|
|
.1
|
|
|
|
(420,589
|
)
|
|
|
(.7
|
)
|
|
|
137,671
|
|
|
|
.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
319,711
|
|
|
|
.9
|
|
|
|
33,424
|
|
|
|
.1
|
|
|
|
120,998
|
|
|
|
.2
|
|
|
|
203,377
|
|
|
|
.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
4,081,097
|
|
|
|
12.2
|
|
|
|
2,803,253
|
|
|
|
8.6
|
|
|
|
4,243,165
|
|
|
|
7.2
|
|
|
|
563,990
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
1,396,838
|
|
|
|
4.2
|
|
|
|
907,494
|
|
|
|
2.8
|
|
|
|
837,540
|
|
|
|
1.4
|
|
|
|
367,230
|
|
|
|
.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,684,259
|
|
|
|
8.0
|
%
|
|
$
|
1,895,759
|
|
|
|
5.8
|
%
|
|
$
|
3,405,625
|
|
|
|
5.8
|
%
|
|
$
|
196,760
|
|
|
|
.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2008 as Compared to Three Months Ended June 30, 2009
Net sales decreased $.7 million, or 2.1%, to $32.7 million for the three months ended June 30,
2009, as compared to $33.4 million for the same period in 2008. The decrease was primarily due to
lower average selling prices which contributed $4.3 million and increased managed care rebates of
$.3 million, partially offset by higher sales volume of $2.9 million and reduced sales returns of
$1.0 million. The decrease in our average selling prices of $4.3 million was
primarily due to price compression and volume-based test strip pricing incentives within our mail
service, domestic distribution and international channels. The increased volume of $2.9 million
reflects the continued trend of increased distribution of our biosensor systems, including our new
no-code products, totaling approximately $5.4 million, partially offset by a decrease in our
photometric system and other sales of approximately $2.5 million. The $1.0 million decrease in our
provision for sales returns resulted primarily from a return reserve provision recorded during the
second quarter of 2008 in anticipation of launching the TRUEtest product platform following FDA
clearance.
Cost of sales increased $1.9 million, or 13.9%, to $15.4 million for the three months ended June
30, 2009, as compared to $13.5 million for the same period in 2008. The increase was driven
primarily by increased sales volume which contributed $1.5 million and increased product
manufacturing costs of $.3 million. This increase is due to scaling our TRUEtest test strip
manufacturing process and includes $.4 million of accelerated depreciation expense on $1.2 million
of equipment that is being replaced in the fourth quarter of 2009. Cost of sales as a percentage
of sales increased to 47.0% for the three months ended June 30, 2009, compared to 40.4% for the
same period in 2008. This 6.6% increase was primarily due to lower pricing which contributed 5.4%,
increased product cost which contributed 1.0%, and changes in product mix including a decrease in
the strip-to-meter ratio which contributed 1.2%, partially offset by sales returns of 1.2%.
Gross profit decreased $2.6 million, or 12.9%, to $17.3 million for the three months ended June 30,
2009, as compared to $19.9 million for the same period in 2008. This decrease is primarily due to
lower average selling prices of $4.3 million, increased managed care rebates of $.3 million and
increased product manufacturing costs of $.3 million, partially offset by increased volume of $1.4
million and reduced sales returns of $1.0 million. As a percentage of net sales, gross profit
decreased to 53.0% for the three months ended June 30, 2009, compared to 59.6% for the same period
in 2008, due primarily to the items noted above.
Selling, general and administrative expenses decreased $1.1 million, or 8.2%, to $12.6 million for
the three months ended June 30, 2009, as compared to $13.7 million for the same period in 2008.
Sales and marketing costs related to advertising and promotions were higher in 2008, in part due to
costs related to launching the new TRUEresult, TRUE2go and TRUEtest line of products. The reduction
in selling, general and administrative expenses during the three months ended June 30, 2009 is also
attributable to efforts to reduce these expenses in 2009 and lower sales commission expense of $.2
million during this period. As a percentage of net sales, selling, general and administrative
expenses decreased to 38.5% for the three months ended June 30, 2009, compared to 41.0% for the
same period in 2008 due to the reduced costs described herein.
17
Research and development expenses decreased $.4 million, or 18.8%, to $2.0 million for the three
months ended June 30, 2009, as compared to $2.4 million for the same period in 2008. As a
percentage of net sales, research and development costs decreased to 6.0% of sales for the three
months ended June 30, 2009, compared to 7.3% for the same period in 2008. The decrease was due to
2008 development costs associated with the new TRUEresult, TRUE2go and TRUEtest line of products.
Operating income was $2.8 million, or 8.5% of net sales, for the three months ended June 30, 2009,
compared to $3.8 million, or 11.3% of net sales, for the same period in 2008. The decrease was
primarily due to increased cost of sales, as discussed above.
Interest income (expense), net was $-0- million for the three months ended June 30, 2009 compared
to income of $.2 million for the same period in 2008. Interest income consists primarily of
earnings on cash and cash equivalent balances during the period. The decrease in interest income is
associated with lower cash and cash equivalent balances and lower interest rates.
Other income (expense), net was income of $-0- million for the three months ended June 30, 2009,
compared to income of $.1 million for the same period in 2008. The income for the three months
ended June 30, 2008 consists primarily of market-to-market adjustments on our non-deliverable
forward contract, offset by foreign exchange gains and losses incurred by our Taiwan and U.K.
subsidiaries due to changes in the value of the U.S. dollar.
Our provision for income taxes for the three months ended June 30, 2009 and 2008 was $.9 million
and $1.4 million, respectively. Our effective tax rate for these periods was 32.4% and 34.2%,
respectively.
Net income was $1.9 million for the three months ended June 30, 2009, compared to $2.7 million for
the same period in 2008. Diluted net income per common share was $.11 on weighted-average common
and common equivalent shares of 17.6 million for the three months ended June 30, 2009, compared to
$.14 on weighted-average common and common equivalent shares of 18.9 million for the same period in
2008.
Six Months Ended June 30, 2008 as Compared to Six Months Ended June 30, 2009
Net sales decreased $1.2 million, or 2.1%, to $57.3 million for the six months ended June 30, 2009,
as compared to $58.5 million for the same period in 2008. The decrease was primarily due to lower
average selling prices which contributed $5.8 million and increased managed care rebates of $.4
million, partially offset by higher sales volume of $3.8 million and reduced sales returns of $
1.2 million. The decrease in our average selling prices of $5.8 million was primarily due to price
compression and volume-based test strip pricing incentives within our mail service, domestic
distribution and international channels. The increased volume of $3.8 million reflects the
continued trend of increased distribution of our biosensor systems, including our new no-code
products, totaling approximately $ 8.9 million, partially offset by a decrease in our
photometric system and other sales of approximately $5.1 million. The $1.2 million decrease in our
provision for sales returns resulted primarily from a return reserve provision recorded during the
second quarter of 2008 in anticipation of launching the TRUEtest product platform following FDA
clearance.
Cost of sales increased $4.4 million, or 18.1%, to $28.4 million for the six months ended June 30,
2009, as compared to $24.0 million for the same period in 2008. The increase was driven primarily
by increased sales volume of $2.5 million and increased product manufacturing costs of $1.9
million. Increased product manufacturing costs were primarily associated with scaling our TRUEtest
test strip manufacturing process, including $.7 million of accelerated depreciation expense related
to $1.2 million of equipment being replaced in the fourth quarter of 2009. As a percentage of net
sales, cost of sales increased to 49.5% for the six months ended June 30, 2009, compared to 41.0%
for the same period in 2008. This 8.5% increase was primarily due to lower pricing which
contributed 4.5%, increased product cost which contributed 3.2% and changes in product mix
including a decrease in the strip-to-meter ratio which contributed 2.0%, partially offset by sales
returns of 1.0%.
Gross profit decreased $ 5.6 million, or 16.2%, to $ 28.9 million for the six months ended
June 30, 2009, as compared to $34.5 million for the same period in 2008. The decrease is primarily
due to lower average selling prices of $5.8 million, increased managed care rebates of $.4 million
and increased product manufacturing costs of $1.9 million, partially offset by increased volume of
$1.3 million and reduced sales returns of $1.2 million. As a percentage of net sales, gross profit
decreased to 50.5% for the six months ended June 30, 2009, compared to 59.0% for the same period in
2008, due primarily to the items noted above.
18
Selling, general and administrative expenses decreased $.9 million, or 3.5%, to $24.7 million for
the six months ended June 30, 2009, as compared to $25.6 million for the same period in 2008. Sales
and marketing costs related to advertising and promotions were higher in 2008, in part due to costs
related to launching the new TRUEresult, TRUE2go and TRUEtest line of products. The reduction in
selling, general and administrative expenses during the six months ended June 30, 2009 is also
attributable to efforts to reduce these expenses in 2009 and lower sales commission expense of $.3
million during this period, partially offset by an increase in salary expense and other
employee-related expenses related to a severance agreement and other CEO transition costs incurred
during the three months ended March 31, 2009 of approximately $.4 million. As a percentage of net
sales, selling, general and administrative expenses decreased to 43.1% for the six months ended
June 30, 2009, compared to 43.8% for the same period in 2008.
Research and development expenses decreased $.9 million, or 19.4%, to $3.9 million for the six
months ended June 30, 2009, as compared to $4.8 million for the same period in 2008. As a
percentage of net sales, research and development costs decreased to 6.8% of sales for the six
months ended June 30, 2009, compared to 8.2% for the same period in 2008. The decrease was due to
2008 development costs associated with the TRUEresult, TRUE2go and TRUEtest line of products.
Operating income was $.4 million, or .6% of net sales, for the six months ended June 30, 2009,
compared to $4.1 million, or 7.0% of net sales, for the same period in 2008. The decrease was
primarily due to increased cost of sales, as noted above.
Interest income (expense), net was $.1 million for the six months ended June 30, 2009, compared to
$.5 million for the same period in 2008. Interest income consists primarily of earnings on cash and
cash equivalent balances during the period. The decrease in interest income is primarily associated
with lower cash and cash equivalent balances and lower interest rates.
Other income (expense), net was income of $.1 million for the six months ended June 30, 2009,
compared to expense of $(.4) million for the same period in 2008. The expense during the six months
ended June 30, 2008 was primarily related to foreign exchange losses incurred by our Taiwan
subsidiary due to declines in the value of the U.S. dollar. The income during the six months ended
June 30, 2009 consists primarily of mark-to-market adjustments on our non-deliverable forward
contracts offset by foreign exchange gains and losses incurred by our Taiwan subsidiary due to
changes in the value of the U.S. dollar.
Our provision for income taxes for the six months ended June 30, 2008 and 2009 was $.8 million and
$.4 million, respectively. The provision in 2008 includes a benefit recognized of approximately
$.6 million related to the resolution of uncertain tax positions associated with the completion of
audits of our 2003 and 2004 federal income tax returns by the Internal Revenue Service. The
provision for income taxes in 2009 includes a provision for increases in reserves for uncertain tax
positions.
Net income was $.2 million for the six months ended June 30, 2009, compared to $3.4 million for the
same period in 2008. Diluted net income per common share was $.01 on weighted-average common and
common equivalent shares of 17.8 million for the six months ended June 30, 2009, compared to $.18
on weighted-average common and common equivalent shares of 19.0 million for the same period in
2008.
Liquidity and Capital Resources
At June 30, 2009, we had $20.0 million of cash and cash equivalents. As discussed below, we have
$15.0 million available under our unsecured revolving credit facility. Our primary capital
requirements are to fund capital expenditures. Significant sources of liquidity are cash on hand,
cash flow from operating activities, working capital and borrowings from our revolving line of
credit.
In April 2009, we renewed and amended our credit facility by increasing the amount available under
our unsecured revolving line of credit from $10.0 million to $15.0 million (Credit Facility). The
Credit Facility matures on April 29, 2010. Borrowings bear interest at LIBOR plus an applicable
margin ranging from 1.25% to 2.00% based on the ratio of funded debt to earnings before interest,
taxes, depreciation and amortization (EBITDA), as defined in the Credit Facility agreement. The
Credit Facility contains financial and other covenants that restrict our ability to, among other
things, incur additional indebtedness, incur liens, make investments and participate in a change in
control. The financial covenants require us to maintain a ratio of funded debt to EBITDA, as
defined in the Credit Facility agreement, not to exceed 2.5 and an interest coverage ratio, as
defined, in the Credit Facility Agreement, of not less than 2.5. Failure to comply with these
covenants and other restrictions would constitute an event of default. At June 30, 2009, we were
in compliance with the financial covenants and other restrictions of our Credit Facility.
19
In December 2008, our Board of Directors authorized us, under a repurchase program, to purchase
$5.0 million of our
common stock. Purchases under this program began in January 2009. During the six months ended
June 30, 2009, we repurchased approximately 815,000 shares at a cost of $5.0 million, and we
completed our stock repurchase program. All purchases under the program were made in the open
market, subject to market conditions and trading restrictions.
Cash flows provided by operating activities were $6.2 million and $1.5 million for the six months
ended June 30, 2008 and 2009, respectively. The decrease in cash provided by operating activities
was primarily due to the decrease in net income during the six months ended June 30, 2009 compared
to the prior period and a tax refund of $2.5 million received in April 2008 related to the settlement of an IRS audit.
Cash flows used in investing activities were $3.3 million and $7.7 million for the six months ended
June 30, 2008 and 2009, respectively. These amounts consist primarily of capital expenditures
relating to manufacturing equipment for our new TRUEresult, TRUE2go and TRUEtest line of products
and additional manufacturing equipment used on our other biosensor test strip manufacturing line.
We continue to scale our TRUEtest test strip manufacturing operations to provide a sufficient
supply of these new products to support our current demand. In order to meet the expected long-term
demand for these products, our Board of Directors approved a test strip manufacturing expansion
plan at an aggregate cost of approximately $19 million. To date, we have spent $11.8 million
related to the expansion, of which $4.7 million was spent during the six months ended June 30,
2009. As of June 30, 2009, we have remaining purchase commitments totaling approximately $6.6
million for equipment under this expansion plan. We believe this new equipment will be fully
operational in 2010. We expect our 2009 annual capital expenditures to be in the range of $17
million to $19 million, including $12 million related to the expansion.
Cash flows used in financing activities were $1.4 million and $4.3 million for the six months ended
June 30, 2008 and 2009, respectively, which consisted primarily of cash used for purchases of
common stock under our stock repurchase program of $2.3 million and $5.0 million, partially offset
by proceeds from stock option exercises of $.8 million and $.7 million, during the respective
periods.
We expect that our cash flow from operations, current cash and funds available under the Credit
Facility will be sufficient to finance our working capital requirements, fund capital expenditures
and meet our contractual obligations for at least the next twelve months.
Recent Accounting Pronouncements
See Note 1 to the consolidated financial statements.
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
At June 30, 2009, the Company had $15.0 million available under its unsecured line of credit and no
outstanding balance. The Credit Facility matures on April 29, 2010. Borrowings bear interest at
LIBOR plus an applicable margin ranging from 1.25% to 2.00% based on the ratio of funded debt to
EBITDA, as defined.
Certain of our operations are domiciled outside the U.S. and we translate the results of operations
and financial condition of these operations from their local functional currencies into U.S.
dollars to prepare our consolidated financial statements. Therefore, our consolidated financial
condition and results of operations are affected by changes in the exchange rates between these
currencies and the U.S. dollar. Assets and liabilities of foreign operations have been translated
from the functional currencies of our foreign operations into U.S. dollars at the exchange rates in
effect at the relevant balance sheet date, and revenue and expenses of our foreign operations have
been translated into U.S. dollars at the average exchange rates prevailing during the relevant
period. Unrealized gains and losses on translation of these foreign operations into U.S. dollars
are reported as a separate component of stockholders equity and are included in comprehensive
income (loss). Monetary assets and liabilities denominated in U.S. dollars held by our foreign
operations are re-measured from U.S. dollars into the functional currency of our foreign operations
with the effect reported currently as a component of net income. For each of the three months ended
June 30, 2008 and 2009, we estimate that a 10.0% increase or decrease in the relationship of the
functional currencies of our foreign operations to the U.S. dollar would increase or decrease our
net income by approximately $.1 million, respectively.
In February 2009, we entered into a non-deliverable forward (NDF) contract for a notional amount
of $4.0 million with a maturity date of August 2009 to reduce our exposure to foreign currency
fluctuations on transactions with our foreign subsidiary in Taiwan. This replaced a similar NDF
contract which matured in February 2009. At June 30, 2009, the fair value of the NDF was not
significant. Fair value is estimated based upon Level 2 observable inputs (defined as inputs, other
than quoted prices in active markets, that are observable either directly or indirectly) for the
current NDF forward rates for similar contracts. We estimate that a 10.0% increase or decrease in
the NDF forward would increase or decrease our net income by approximately $.3 million, offsetting
the impact of foreign currency market risk related to our Taiwan subsidiary described above.
20
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ITEM 4.
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CONTROLS AND PROCEDURES
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Evaluation of Disclosure Controls and Procedures
We evaluated, under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this Quarterly Report.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the quarter
ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.
21
Part II OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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Litigation
We are involved in certain legal proceedings arising in the ordinary course of business. In the
opinion of management, except as for matters disclosed in this Form 10-Q, the outcome of such
proceedings will not materially affect our consolidated financial position, results of operations
or cash flows.
There have been no material changes, except as noted below, from the risk factors previously
disclosed in our most recent Annual Report on Form 10-K for the period ending December 31, 2008.
The United States Food and Drug Administration has expressed concern over the use of blood glucose
monitoring systems that use test strips with the GDH-PQQ enzyme. Failure to resolve FDAs concerns
could materially harm our business.
The United States Food and Drug Administration (FDA) has requested meetings with manufacturers of
blood glucose monitoring systems, including us, to discuss the FDAs safety concerns about the
continued use of glucose monitoring systems that use the GDH-PQQ enzyme. The FDAs concerns relate
to certain patients receiving other medical treatments or IV therapies that are known to contain
maltose and maltose derivatives. In the past, regulatory agencies, including the FDA, have issued
cautionary statements and medical device alerts to the health care community that explained the
risk of using GDH-PQQ systems with dialysis patients receiving maltose, xylose or galactose. Our
TRUEresult and TRUE2Go systems both use TRUEtest strips, which in turn use the GDH-PQQ enzyme.
Prior to receiving 510(k) marketing clearance of these products from the FDA in August 2008, we
modified our labeling and educational materials, in accordance with FDA recommendations, to
mitigate these risks. During a meeting with the FDA in February 2009, we were asked to work with
FDA to develop a plan that addresses these concerns and to further mitigate the risks associated
with the use of these products by patients receiving other medical treatments or IV therapies that
are known to contain maltose and maltose derivatives. This plan, if approved and required to be
implemented by FDA, may limit the distribution of these products, may require additional labeling
and educational materials, may require that a different type of enzyme be utilized in these
products, or may require the withdrawal of these products from the market. We submitted a risk
mitigation plan to FDA in March 2009 and began reviewing our plan with the agency in May 2009.
While we have submitted our plan and continue to work with the agency to address its ongoing
questions and concerns, we are unable to predict the outcome of this matter. At this time,
management cannot reasonably estimate the amount of potential loss, if any, related to this matter.
As more information becomes available, accruals, if any, for losses that may be considered probable
or asset impairment charges, if any, may be necessary. An unfavorable outcome in this matter could
have a material adverse effect on our consolidated financial position, results of operations and
cash flows.
Competitive bidding for durable medical equipment suppliers could negatively affect our business.
On April 2, 2007, the Centers for Medicare & Medicaid Services (CMS) issued a final rule to
implement a new competitive bidding program in Medicare. The new competitive bidding program,
mandated by Congress in the Medicare Prescription Drug, Improvement, and Modernization Act of 2003
(MMA), will replace the current Medicare fee schedule for certain durable medical equipment,
prosthetics, orthotics, and supplies (DMEPOS) in nine of the largest Metropolitan Statistical
Areas (MSAs) across the country and will apply initially to ten categories of medical equipment
and supplies, including diabetic supplies obtained via mail order arrangements (e.g., test strips
and lancets used with blood glucose meters). On July 15, 2008, the Medicare Improvements for
Patients and Providers Act of 2008 (MIPPA) was enacted. This new law has delayed the Medicare
DMEPOS Competitive Bidding Program for 18 to 24 months. The new law also mandated a 9.5% reduction
in Medicare reimbursement for DMEPOS, including diabetic supplies obtained via mail order
arrangements, effective January 1, 2009.
On January 16, 2009, CMS issued an interim final rule implementing certain limited changes to the
competitive bidding program mandated by MIPPA. This interim final rule became effective April 18,
2009, and incorporated into existing regulations specific statutory requirements contained in MIPPA
related to the competitive bidding program but did not substantively alter the program. This rule
sets the groundwork for CMS to begin the bidding process anew.
In August 2009, CMS announced a timeline for the Round 1 Rebid of the Medicare competitive bidding
program to take place in eight of the largest MSAs with final implementation of the Round 1 Rebid
contracts and prices in 2011. Mail order diabetic supplies are included in the Round 1 Rebid
program. The mail order diabetic supply market will likely be affected in two ways. First,
Medicare reimbursement for mail order diabetic testing supplies furnished to Medicare beneficiaries
located in the MSAs will likely be reduced, perhaps significantly. Second, the number of diabetic
testing suppliers that currently furnish testing supplies to Medicare beneficiaries located in the
MSAs will likely be reduced due to the competitive bidding process. Competition for Round 2 of the
competitive bidding program in 70 additional MSAs has been delayed until 2011. To the extent that
the competitive bidding program exerts downward pressure on the prices our customers may be willing
or able to pay for our products or imposes additional costs, our operating results could be
negatively affected.
22
Failure to secure or retain third-party coverage or reduced reimbursement for our products by
third-party payors could adversely affect our business and operating results.
Many of our products are ultimately paid for by third-party payors, including private
insurance companies, health maintenance organizations, preferred provider organizations, Medicare
and Medicaid. Healthcare market initiatives in the United States may lead third-party payors to
decline or reduce reimbursement for our products. International market acceptance of our products
may depend, in part, upon the availability of reimbursement within prevailing healthcare systems.
Reimbursement and healthcare systems in international markets vary significantly by country, and
include both government sponsored healthcare and private insurance. We may not obtain international
reimbursement approvals in a timely manner, if at all. Our failure to receive international
reimbursement approvals may negatively impact market acceptance of our products in the
international markets in which those approvals are sought.
We believe that in the future reimbursement will be subject to increased restrictions both in
the United States and in international markets. We further believe that the overall escalating cost
of medical products and services will continue to lead to increased pressures on the healthcare
industry, both domestic and international, to reduce the cost of products and services, including
our current products and products under development. There can be no assurance that third-party
reimbursement and coverage will be available or adequate in either the United States or
international markets or that future legislation, regulation or reimbursement policies of
third-party payors will not otherwise adversely affect the demand for our existing products or
products currently under development by us or our ability to sell our products on a profitable
basis. The unavailability of third-party payor coverage or the inadequacy of reimbursement could
have a material adverse effect on our business, financial condition and results of operations.
Certain third-party payors are currently classifying our Sidekick disposable blood glucose
monitoring system as a meter, rather than as test strips. Since third-party payors generally will
reimburse for a new meter only once every year or two, these classifications could have an adverse
effect on our ability to grow sales of our Sidekick system. We have persuaded some third-party
payors and state Medicaid programs to reclassify our products for test strip reimbursement, which
allows for the reimbursement of recurring purchases consistent with standard test strip
reimbursement frequencies. However, we cannot be certain that our efforts to obtain additional
coverage will be successful in the future.
Additionally, there is uncertainty surrounding the implementation of recent legislation
involving payments for medical device products under government programs such as Medicare and
Medicaid and the possibility that additional measures will be implemented through healthcare
reform. Depending on how existing provisions are implemented or whether reform measures are
adopted, reimbursement may be reduced or not be available for some of our products. Additionally,
any reimbursement granted may not be maintained or limits on reimbursement available from
third-party payors may reduce the demand for, or negatively affect the price of, those products and
could have a material adverse effect on our consolidated financial condition, results of operations
and cash flows.
23
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In January 2009, we announced that our Board of Directors had authorized an additional $5.0 million
stock repurchase program (collectively, the Common Stock Repurchase Program). All purchases under
the Common Stock Repurchase Program were made in the open market, subject to market conditions and
trading restrictions. As of June 30, 2009, we had completed our stock repurchase program.
ISSUER PURCHASES OF EQUITY SECURITIES
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|
|
|
|
|
|
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|
|
|
|
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|
Appropriate Dollar
|
|
|
|
|
|
|
|
|
|
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Total Number of
|
|
Value of Shares
|
|
|
|
|
|
|
|
|
|
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Shares Purchased as
|
|
That May Yet Be
|
|
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Total Number of
|
|
Average Price Paid
|
|
Part of the
|
|
Purchased Under the
|
Period
|
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Shares Purchased
|
|
per Share
|
|
Repurchase Program
|
|
Repurchase Program
|
|
April 1, 2009 to April 30, 2009
|
|
|
169,386
|
|
|
$
|
6.03
|
|
|
|
169,386
|
|
|
$
|
1,051,543
|
|
May 1, 2009 to May 31, 2009
|
|
|
94,631
|
|
|
|
6.04
|
|
|
|
94,631
|
|
|
|
477,534
|
|
June 1, 2009 to June 30, 2009
|
|
|
78,100
|
|
|
|
6.08
|
|
|
|
78,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for April 1
to June 30, 2009
|
|
|
342,117
|
|
|
|
6.07
|
|
|
|
342,117
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|
|
|
|
|
|
|
|
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ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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The Annual Meeting of Stockholders was held on June 2, 2009. At the meeting, the following items
were voted on by stockholders:
|
1)
|
|
Mssrs. George H. Holley and Joseph H. Capper were each elected by the stockholders to a
term to expire in 2012:
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|
|
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|
|
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Nominee
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For
|
|
Withheld
|
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Broker Non-Votes
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George H. Holley
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|
11,518,308
|
|
3,410,303
|
|
N/A
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Joseph H. Capper
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11,520,641
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3,407,970
|
|
N/A
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|
|
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Mssrs. Donald P. Parson, Tom Watlington, G. Douglas Lindgren and Richard Upton each has a
term of office that continued after the 2009 Annual Meeting.
|
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2)
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|
Managements proposal to approve the Home Diagnostics, Inc. 2009 Equity Incentive Plan
was approved:
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|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
7,668,835
|
|
5,763,364
|
|
16,542
|
|
1,480,320
|
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3)
|
|
Managements proposal to ratify the appointment of PricewaterhouseCoopers LLP as its
independent registered certified public accounting firm for 2009 was approved:
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|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
14,909,945
|
|
11,074
|
|
7,591
|
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N/A
|
See Exhibit Index.
24
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.
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HOME DIAGNOSTICS, INC.
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Date: August 7, 2009
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By:
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/s/ JOSEPH H. CAPPER
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Name:
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Joseph H. Capper
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Title:
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President and Chief Executive Officer
(principal executive officer)
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Date: August 7, 2009
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By:
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/s/ RONALD L. RUBIN
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|
Name:
|
Ronald L. Rubin
|
|
|
|
Title:
|
Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
|
25
Exhibit Index
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
|
|
|
10.20
|
|
|
Home Diagnostics, Inc. 2009 Equity Incentive Plan (incorporated by reference
to the Registrants Notice of Annual Meeting to Shareholders filed with the
SEC on April 28, 2009).
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350.
|
|
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.
|
26
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