-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GMFGwYQwNXCtx9yxG6eI+PTiq6rB3yFvMdSvh01MwGSp5kwIGnyQjJQybgEX5eeZ T/RRY+sIBI4ZcKDUo0BVNw== 0001157523-03-003492.txt : 20030731 0001157523-03-003492.hdr.sgml : 20030731 20030730184457 ACCESSION NUMBER: 0001157523-03-003492 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030730 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATRION CORP CENTRAL INDEX KEY: 0000701288 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 630821819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10763 FILM NUMBER: 03812735 BUSINESS ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 BUSINESS PHONE: 9723909800 MAIL ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 FORMER COMPANY: FORMER CONFORMED NAME: ALATENN RESOURCES INC DATE OF NAME CHANGE: 19920703 8-K 1 a4445245.txt ATRION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2003 Atrion Corporation (Exact name of registrant as specified in its charter) Delaware 0-10763 63-0821819 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Allentown Parkway, Allen, Texas 75002 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code: (972) 390-9800 Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ------- ----------- 99.1 Press Release dated July 30, 2003 issued by Atrion Corporation. Item 9. Regulation FD Disclosure; Information Furnished Under Item 12. The information contained in this Current Report on Form 8-K, which is required by Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure" pursuant to interim guidance issued by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. As such, the information contained herein shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 30, 2003, Atrion Corporation issued a press release announcing its financial results for the quarter ended June 30, 2003. A copy of such release is attached hereto as Exhibit 99.1. 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 hereunto duly authorized. ATRION CORPORATION By: /s/ Emile A. Battat ------------------------------- Its: Chairman, President and Chief Executive Officer Date: July 30, 2003 INDEX TO EXHIBITS Exhibit No. Description - ------- ----------- 99.1 Press Release dated July 30, 2003 issued by Atrion Corporation. EX-99 3 a4445245_ex991.txt ATRION EXHIBIT 99.1 Exhibit 99.1 Atrion Reports Second Quarter Results; Diluted EPS from Continuing Operations Increases by 29% ALLEN, Texas--(BUSINESS WIRE)--July 30, 2003--Atrion Corporation (Nasdaq/NM:ATRI) today announced that for the second quarter of 2003 revenues were up 9% and diluted earnings per share from continuing operations were up 29% compared to the results of the second quarter of 2002. Commenting on the Company's results, Emile A. Battat, Chairman and CEO, said, "Our strong sales performance in the quarter coupled with a modest increase in operating expenses resulted in an operating income of $1,705,000, a 22% increase compared to $1,401,000 in the second quarter of 2002. Both figures exclude profit from discontinued operations. We are very pleased that the solid performance in the second quarter puts us well on the way to exceeding for the full year of 2003 our annual growth target of 15% increase in earnings per share from continuing operations." Atrion's revenues for the quarter ended June 30, 2003 totaled $16,175,000 compared with $14,775,000 in the same period in 2002. On a diluted per share basis, earnings from continuing operations for the period increased to $.63 as compared to $.49 in the same quarter of last year. Earnings per diluted share from discontinued operations for the second quarter totaled $.09 in both years. Net income, which includes gain from discontinued operations, totaled $.72 per diluted share for the second quarter of 2003 versus $.58 per diluted share in the prior-year period. Revenues for the first six months of 2003 of $31,896,000 were 8% higher than revenues of $29,600,000 in the first half of 2002. Income from continuing operations for the first half of 2003 was $1.25 per diluted share versus $1.02 in 2002. Net income for the first half of 2003 was $1.34 per diluted share versus $.24 in 2002, which included gains from discontinued operations in both periods and a $.87 per share charge for goodwill impairment in the first quarter of 2002. Atrion Corporation designs, develops, manufactures, sells and distributes products and components primarily to medical markets worldwide. The statements in this press release that are forward looking are based upon current expectations and actual results may differ materially. Such statements include, but are not limited to, Atrion's expectations regarding earnings per share from continuing operations for the year 2003. Words such as "expects," "believes," "anticipates," "intends," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties. The following are some of the factors that could cause actual results to differ materially from those expressed in or underlying our forward-looking statements: changing economic, market and business conditions; acts of war or terrorism; the effects of governmental regulation; competition and new technologies; slower-than-anticipated introduction of new products or implementation of marketing strategies; the Company's ability to protect its intellectual property; changes in the prices of raw materials; changes in product mix; and product liability claims and product recalls. The foregoing list of factors is not exclusive, and other factors are set forth in the Company's filings with the SEC. ATRION CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, ------------------- ------------------ 2003 2002 2003 2002 -------- -------- -------- -------- Revenues $ 16,175 $ 14,775 $ 31,896 $ 29,600 Cost of goods sold 10,598 9,648 20,723 19,085 -------- -------- -------- -------- Gross profit 5,577 5,127 11,173 10,515 Operating expenses 3,872 3,726 7,744 7,560 -------- -------- -------- -------- Operating income 1,705 1,401 3,429 2,955 Interest expense, net (34) (88) (75) (199) Other income, net (14) 1 (5) 2 -------- -------- -------- -------- Income from continuing operations before provision for income taxes 1,657 1,314 3,349 2,758 Income tax provision 509 384 1,051 821 -------- -------- -------- -------- Income from continuing operations 1,148 930 2,298 1,937 Gain on disposal of discontinued operations 165 165 165 165 Cumulative effect of change in accounting principle, net of tax -- -- -- (1,641) -------- -------- -------- -------- Net income $ 1,313 $ 1,095 $ 2,463 $ 461 ======== ======== ======== ======== Income per basic share: Income from continuing operations $ .67 $ .54 $ 1.33 $ 1.13 Gain on disposal of discontinued operations .10 .10 .10 .10 Cumulative effect of change in accounting -- -- -- (.96) -------- -------- -------- -------- Net income per basic share $ .77 $ .64 $ 1.43 $ .27 ======== ======== ======== ======== Weighted average basic shares outstanding 1,702 1,719 1,733 1,707 ======== ======== ======== ======== Income per diluted share: Income from continuing operations $ .63 $ .49 $ 1.25 $ 1.02 Gain on disposal of discontinued operations .09 .09 .09 .09 Cumulative effect of change in accounting -- -- -- (.87) -------- -------- -------- -------- Net income per diluted share $ .72 $ .58 $ 1.34 $ .24 ======== ======== ======== ======== Weighted average diluted shares outstanding 1,812 1,890 1,841 1,894 ======== ======== ======== ======== ATRION CORPORATION UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands) June 30, Dec. 31, ASSETS 2003 2002 ------------ ----------- (Unaudited) Current assets: Cash and cash equivalents $ 556 $ 353 Accounts receivable 8,083 6,721 Inventories 11,565 10,311 Prepaid expenses 1,875 2,273 Deferred income taxes 1,018 1,018 ------------ ----------- Total current assets 23,097 20,676 Property, plant and equipment, net 24,164 24,450 Other assets 15,452 15,681 ------------ ----------- $ 62,713 $ 60,807 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 7,455 $ 5,889 Line of credit 9,686 10,337 Other non-current liabilities 3,216 2,890 Stockholders' equity 42,356 41,691 ------------ ----------- $ 62,713 $ 60,807 ============ =========== CONTACT: Atrion Corporation, Allen Jeffery Strickland, 972-390-9800 -----END PRIVACY-ENHANCED MESSAGE-----