##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 
 FORM 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from  to .
 Commission File Number: 001-33027
 HOME DIAGNOSTICS, INC.
  DELAWARE
    
    22-2594392(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 2400 NW 55th CourtFort Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 954-677-9201
 x o
 o o
  Large accelerated filer o
    
    Accelerated filer xNon-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
 o x




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##### 



HOME DIAGNOSTICS, INC.
INDEX
 PageForward-Looking Statements
    
    
    3Part I FINANCIAL INFORMATION
    
    
    4Item 1.
    
    Financial Statements
    
    
    4Consolidated Balance Sheets as of December 31, 2008 and June 30, 2009 (Unaudited)
    
    
    4Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2009 (Unaudited)
    
    
    5Consolidated Statement of Changes in Stockholders Equity for the Six Months Ended June 30, 2009 (Unaudited)
    
    
    6Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2009 (Unaudited)
    
    
    7Notes to Consolidated Financial Statements (Unaudited)
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    21Part II OTHER INFORMATION
    
    
    22Item 1.
    
    Legal Proceedings
    
    
    22Item 1A.
    
    Risk Factors
    
    
    22Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24Item 6.
    
    Exhibits
    
    
    24SIGNATURES
    
    
    25EXHIBIT INDEX
    
    
    26CERTIFICATIONSEX-31.1EX-31.2EX-32.1EX-32.2
  2




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Caution Concerning Forward-Looking Statements
  3




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Part I  FINANCIAL INFORMATION
 
 Item 1  Financial Statements
 
 HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
 December 31,
    
    
    June 30,2008
    
    
    2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    30,366,785
    
    
    $
    20,001,006Accounts receivable, net
    
    
    18,698,486
    
    
    
    21,515,008Inventories, net
    
    
    17,131,156
    
    
    
    18,983,570Prepaid expenses and other current assets
    
    
    1,683,658
    
    
    
    1,846,682Income taxes receivable
    
    
    1,082,423
    
    
    
    2,090,340Deferred tax assets
    
    
    4,316,688
    
    
    
    4,422,035Total current assets
    
    
    73,279,196
    
    
    
    68,858,641Property and equipment, net
    
    
    31,547,776
    
    
    
    36,043,046Goodwill
    
    
    35,573,462
    
    
    
    35,573,462Other intangible assets, net
    
    
    363,245
    
    
    
    261,852Deferred tax assets
    
    
    439,865
    
    
    
    Other assets, net
    
    
    136,157
    
    
    
    132,251Total assets
    
    $
    141,339,701
    
    
    $
    140,869,252Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    7,746,180
    
    
    $
    9,638,420Accrued liabilities
    
    
    21,527,560
    
    
    
    21,803,718Total current liabilities
    
    
    29,273,740
    
    
    
    31,442,138Deferred tax liabilities
    
    
    
    
    
    
    567,055Commitments and contingenciesStockholders equity: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
    
    
    174,822
    
    
    
    168,625Additional paid-in capital
    
    
    94,033,346
    
    
    
    91,095,986Retained earnings
    
    
    18,568,582
    
    
    
    18,193,370Accumulated other comprehensive loss
    
    
    (710,789
    )
    
    
    (597,922
    )Total stockholders equity
    
    
    112,065,961
    
    
    
    108,860,059Total liabilities and stockholders equity
    
    $
    141,339,701
    
    
    $
    140,869,252
 The accompanying notes are an integral part of these consolidated financial statements.
 4




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HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Net sales
    
    $
    33,355,841
    
    
    $
    32,653,785
    
    
    $
    58,476,121
    
    
    $
    57,255,413Cost of sales
    
    
    13,469,076
    
    
    
    15,338,500
    
    
    
    24,001,009
    
    
    
    28,356,894Gross profit
    
    
    19,886,765
    
    
    
    17,315,285
    
    
    
    34,475,112
    
    
    
    28,898,519Operating expensesSelling, 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)
    
    
    13,698,713
    
    
    
    12,574,343
    
    
    
    25,569,431
    
    
    
    24,683,190Research and development
    
    
    2,426,666
    
    
    
    1,971,113
    
    
    
    4,783,514
    
    
    
    3,854,716Total operating expenses
    
    
    16,125,379
    
    
    
    14,545,456
    
    
    
    30,352,945
    
    
    
    28,537,906Income from operations
    
    
    3,761,386
    
    
    
    2,769,829
    
    
    
    4,122,167
    
    
    
    360,613Other income (expense)Interest income (expense), net
    
    
    213,719
    
    
    
    15,558
    
    
    
    541,587
    
    
    
    65,706Other income (expense), net
    
    
    105,992
    
    
    
    17,866
    
    
    
    (420,589
    )
    
    
    137,671Total other income (expense)
    
    
    319,711
    
    
    
    33,424
    
    
    
    120,998
    
    
    
    203,377Income before provision for income taxes
    
    
    4,081,097
    
    
    
    2,803,253
    
    
    
    4,243,165
    
    
    
    563,990Provision for income taxes
    
    
    1,396,838
    
    
    
    907,494
    
    
    
    837,540
    
    
    
    367,230Net income
    
    $
    2,684,259
    
    
    $
    1,895,759
    
    
    $
    3,405,625
    
    
    $
    196,760Earnings per common share:Basic
    
    $
    .15
    
    
    $
    .11
    
    
    $
    .19
    
    
    $
    .01Diluted
    
    $
    .14
    
    
    $
    .11
    
    
    $
    .18
    
    
    $
    .01Weighted average shares used in computing
earnings per common share:Basic
    
    
    17,841,219
    
    
    
    16,876,361
    
    
    
    17,869,996
    
    
    
    17,099,945Diluted
    
    
    18,917,812
    
    
    
    17,619,996
    
    
    
    18,957,332
    
    
    
    17,846,953
 The accompanying notes are an integral part of these consolidated financial statements.
 5




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HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
 Common StockAccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TotalNumber of
    
    
    
    
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    EquityBalance at
December 31, 2008
    
    
    17,482,144
    
    
    $
    174,822
    
    
    $
    94,033,346
    
    
    $
    18,568,582
    
    
    $
    (710,789
    )
    
    $
    112,065,961Stock-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    745,998
    
    
    
    
    
    
    
    
    
    
    
    745,998Stock options
exercised, including
tax benefit of $54,751
    
    
    195,083
    
    
    
    1,951
    
    
    
    736,517
    
    
    
    
    
    
    
    
    
    
    
    738,468Repurchases of
common stock
    
    
    (814,805
    )
    
    
    (8,148
    )
    
    
    (4,419,875
    )
    
    
    (571,972
    )
    
    
    
    
    
    
    (4,999,995
    )Comprehensive income:Foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,867
    
    
    
    112,867Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196,760
    
    
    
    
    
    
    
    196,760Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    309,627Balance at
June 30, 2009
    
    
    16,862,422
    
    
    $
    168,625
    
    
    $
    91,095,986
    
    
    $
    18,193,370
    
    
    $
    (597,922
    )
    
    $
    108,860,059
 The accompanying notes are an integral part of these consolidated financial statements.
 6




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HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
 Six Months EndedJune 30,2008
    
    
    2009Cash flows from operating activities:Net income
    
    $
    3,405,625
    
    
    $
    196,760Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    1,748,347
    
    
    
    3,331,998Loss on asset disposals
    
    
    105,293
    
    
    
    4,267Bad debt expense
    
    
    30,000
    
    
    
    91,000Deferred income taxes
    
    
    (60,819
    )
    
    
    901,571Stock-based compensation expense
    
    
    743,326
    
    
    
    745,998Changes in assets and liabilities: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
    )Accounts payable
    
    
    2,909,940
    
    
    
    1,892,241Accrued liabilities
    
    
    2,020,616
    
    
    
    276,388Net cash provided by operating activities
    
    
    6,215,547
    
    
    
    1,478,709Cash 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
    
    
    
    683,717Excess tax benefits from stock-based compensation expense
    
    
    123,143
    
    
    
    54,751Repurchases 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
    
    
    
    138,886Net increase (decrease) in cash and cash equivalents
    
    
    1,733,421
    
    
    
    (10,365,779
    )Cash and cash equivalents:Beginning of period
    
    
    32,695,803
    
    
    
    30,366,785End of period
    
    $
    34,429,224
    
    
    $
    20,001,006Supplemental 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




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HOME DIAGNOSTICS, INC. AND SUBSIDIARIES
 1. BASIS OF PRESENTATION
     Use of Estimates
  Recent Accounting Pronouncements
 SFAS 141(R)  Business Combinations
  8




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SFAS 157  Fair Value Measurements
  SFAS 160  Non-Controlling Interests
  SFAS 161  Disclosures about Derivative Instruments and Hedging Activities
  SFAS 165  Subsequent Events
  SFAS 168  FASB Accounting Standards Codification
  9




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2. STOCK-BASED COMPENSATION
  Weighted-Range of
    
    
    AverageStock Options
    
    
    Exercise
    
    
    Exerciseand SARs
    
    
    Prices
    
    
    PricesOutstanding at December 31, 2008
    
    
    3,146,334
    
    
    $
    2.99  12.00
    
    
    $
    5.93Granted
    
    
    899,000
    
    
    
    5.73   6.61
    
    
    
    6.17Exercised
    
    
    (195,083
    )
    
    
    2.99   4.49
    
    
    
    3.50Forfeited or cancelled
    
    
    (116,665
    )
    
    
    3.63  12.00
    
    
    
    9.11Outstanding at June 30, 2009
    
    
    3,733,586
    
    
    
    2.99  12.00
    
    
    
    6.01Exercisable at June 30, 2009
    
    
    2,445,638
    
    
    
    2.99  12.00
    
    
    
    5.41
   Six Months Ended June 30,2008
    
    
    2009Weighted-average expected term of options (in years, using
the simplified method)
    
    
    4.5
    
    
    
    4.7Expected volatility factor (based on peer group volatility)
    
    
    36
    %
    
    
    40
    %Expected dividend yield
    
    none
    
    noneWeighted average risk-free interest rate (based on
applicable U.S. Treasury rates)
    
    
    3.2
    %
    
    
    1.8
    %
    10




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3. INVENTORIES, NET
  `December 31,
    
    
    June 30,2008
    
    
    2009Raw materials
    
    $
    10,059,194
    
    
    $
    7,830,725Work-in-process
    
    
    4,868,764
    
    
    
    7,333,568Finished goods
    
    
    2,203,198
    
    
    
    3,819,277$
    17,131,156
    
    
    $
    18,983,570
 4. PROPERTY AND EQUIPMENT, NET
  December 31,
    
    
    June 30,2008
    
    
    2009Machinery and equipment
    
    $
    32,119,057
    
    
    $
    34,005,077Leasehold improvements
    
    
    4,997,859
    
    
    
    4,999,193Furniture, fixtures and office equipment
    
    
    4,332,707
    
    
    
    4,253,512Computer software
    
    
    2,102,246
    
    
    
    2,168,899Equipment not yet placed in service
    
    
    9,340,174
    
    
    
    15,027,79352,892,043
    
    
    
    60,454,474Less: Accumulated depreciation and amortization
    
    
    (21,344,267
    )
    
    
    (24,411,428
    )$
    31,547,776
    
    
    $
    36,043,046
    11




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5. ACCRUED LIABILITIES
  December 31,
    
    
    June 30,2008
    
    
    2009Accrued salaries and benefits
    
    $
    4,757,671
    
    
    $
    5,403,000Sales returns reserve
    
    
    4,629,056
    
    
    
    3,937,408Accrued customer liabilities
    
    
    7,782,322
    
    
    
    7,337,379Managed care rebates
    
    
    2,731,880
    
    
    
    3,080,493Other accrued liabilities
    
    
    1,626,631
    
    
    
    2,045,438$
    21,527,560
    
    
    $
    21,803,718
 6. CREDIT FACILITY AND LONG-TERM DEBT
  7. INCOME TAXES
   8. EARNINGS PER COMMON SHARE
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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Weighted average
number of common
shares outstanding
for basic earnings
per share
    
    
    17,841,219
    
    
    
    16,876,361
    
    
    
    17,869,996
    
    
    
    17,099,945Effect of dilutive
securities: Stock
options and SARs
    
    
    1,076,593
    
    
    
    743,635
    
    
    
    1,087,336
    
    
    
    747,008Weighted average
number of common
and common
equivalent shares
outstanding
    
    
    18,917,812
    
    
    
    17,619,996
    
    
    
    18,957,332
    
    
    
    17,846,953
  9. COMMON STOCK REPURCHASE PROGRAM
  10. FAIR VALUE MEASUREMENTS
   11. CONTINGENCIES
 Litigation
  13




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FDA Matter
  12. SIGNIFICANT CONCENTRATIONS OF BUSINESS AND CREDIT RISK
  14




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Company Overview
     
    
    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.
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Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Domestic: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
    
    
    
    42.0Mail service
    
    
    5,254,149
    
    
    
    15.8
    
    
    
    5,761,221
    
    
    
    17.6
    
    
    
    9,590,904
    
    
    
    16.4
    
    
    
    11,044,957
    
    
    
    19.3Total Domestic
    
    
    29,215,432
    
    
    
    87.6
    
    
    
    29,438,000
    
    
    
    90.1
    
    
    
    51,353,402
    
    
    
    87.8
    
    
    
    52,010,893
    
    
    
    90.9International
    
    
    4,140,409
    
    
    
    12.4
    
    
    
    3,215,785
    
    
    
    9.9
    
    
    
    7,122,719
    
    
    
    12.2
    
    
    
    5,244,520
    
    
    
    9.1Total
    
    $
    33,355,841
    
    
    
    100.0
    %
    
    $
    32,653,785
    
    
    
    100.0
    %
    
    $
    58,476,121
    
    
    
    100.0
    %
    
    $
    57,255,413
    
    
    
    100.0
    %
     16




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Results of Operations
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Net 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
    
    
    
    49.5Gross profit
    
    
    19,886,765
    
    
    
    59.6
    
    
    
    17,315,285
    
    
    
    53.0
    
    
    
    34,475,112
    
    
    
    59.0
    
    
    
    28,898,519
    
    
    
    50.5Operating Expenses:Selling, general and administrative
    
    
    13,698,713
    
    
    
    41.0
    
    
    
    12,574,343
    
    
    
    38.5
    
    
    
    25,569,431
    
    
    
    43.8
    
    
    
    24,683,190
    
    
    
    43.1Research and development
    
    
    2,426,666
    
    
    
    7.3
    
    
    
    1,971,113
    
    
    
    6.0
    
    
    
    4,783,514
    
    
    
    8.2
    
    
    
    3,854,716
    
    
    
    6.8Total operating expenses
    
    
    16,125,379
    
    
    
    48.3
    
    
    
    14,545,456
    
    
    
    44.5
    
    
    
    30,352,945
    
    
    
    52.0
    
    
    
    28,537,906
    
    
    
    49.9Income from operations
    
    
    3,761,386
    
    
    
    11.3
    
    
    
    2,769,829
    
    
    
    8.5
    
    
    
    4,122,167
    
    
    
    7.0
    
    
    
    360,613
    
    
    
    .6Other income (expense)Interest income (expense), net
    
    
    213,719
    
    
    
    .6
    
    
    
    15,558
    
    
    
    
    
    
    
    541,587
    
    
    
    .9
    
    
    
    65,706
    
    
    
    .1Other income (expense), net
    
    
    105,992
    
    
    
    .3
    
    
    
    17,866
    
    
    
    .1
    
    
    
    (420,589
    )
    
    
    (.7
    )
    
    
    137,671
    
    
    
    .3Total other income (expense)
    
    
    319,711
    
    
    
    .9
    
    
    
    33,424
    
    
    
    .1
    
    
    
    120,998
    
    
    
    .2
    
    
    
    203,377
    
    
    
    .4Income before income taxes
    
    
    4,081,097
    
    
    
    12.2
    
    
    
    2,803,253
    
    
    
    8.6
    
    
    
    4,243,165
    
    
    
    7.2
    
    
    
    563,990
    
    
    
    1.0Provision for income taxes
    
    
    1,396,838
    
    
    
    4.2
    
    
    
    907,494
    
    
    
    2.8
    
    
    
    837,540
    
    
    
    1.4
    
    
    
    367,230
    
    
    
    .6Net 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
     17




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Six Months Ended June 30, 2008 as Compared to Six Months Ended June 30, 2009
    18




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##### Table of Contents



Liquidity and Capital Resources
   19




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Recent Accounting Pronouncements
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    20




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##### Table of Contents



ITEM 4.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  21




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Part II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
 Litigation
  
 Item 1A.
    
    Risk Factors
  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 FDAs concerns
could materially harm our business.
  Competitive bidding for durable medical equipment suppliers could negatively affect our business.
    22




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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.
     23




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##### Table of Contents



ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  ISSUER PURCHASES OF EQUITY SECURITIES
 Appropriate DollarTotal Number of
    
    Value of SharesShares Purchased as
    
    That May Yet BeTotal Number of
    
    Average Price Paid
    
    Part of the
    
    Purchased Under thePeriod
    
    Shares Purchased
    
    per Share
    
    Repurchase Program
    
    Repurchase ProgramApril 1, 2009 to April 30, 2009
    
    
    169,386
    
    
    $
    6.03
    
    
    
    169,386
    
    
    $
    1,051,543May 1, 2009 to May 31, 2009
    
    
    94,631
    
    
    
    6.04
    
    
    
    94,631
    
    
    
    477,534June 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
 
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  1)
    
    Mssrs. George H. Holley and Joseph H. Capper were each elected by the stockholders to a
term to expire in 2012:
 Nominee
    
    For
    
    Withheld
    
    Broker Non-VotesGeorge H. Holley
    
    11,518,308
    
    3,410,303
    
    N/AJoseph H. Capper
    
    11,520,641
    
    3,407,970
    
    N/A
 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. 2)
    
    Managements proposal to approve the Home Diagnostics, Inc. 2009 Equity Incentive Plan
was approved:
 For
    
    Against
    
    Abstain
    
    Broker Non-Votes7,668,835
    
    5,763,364
    
    16,542
    
    1,480,320
 3)
    
    Managements proposal to ratify the appointment of PricewaterhouseCoopers LLP as its
independent registered certified public accounting firm for 2009 was approved:
 For
    
    Against
    
    Abstain
    
    Broker Non-Votes14,909,945
    
    11,074
    
    7,591
    
    N/A
 
 ITEM 6.
    
    EXHIBITS
  24




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SIGNATURES
  HOME DIAGNOSTICS, INC.Date: August 7, 2009
    By:
    /s/ JOSEPH H. CAPPERName:
    Joseph H. CapperTitle:
    President and Chief Executive Officer
(principal executive officer) Date: August 7, 2009
    By:
    /s/ RONALD L. RUBINName:
    Ronald L. RubinTitle:
    Senior Vice President and Chief Financial Officer
(principal financial and accounting officer) 25




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description10.20
    
    
    Home Diagnostics, Inc. 2009 Equity Incentive Plan (incorporated by reference
to the Registrants 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