10-Q 1 a4513017.txt ATRION CORPORATION 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended September 30, 2003 Commission File Number 0-10763 Atrion Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 63-0821819 ------------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) One Allentown Parkway, Allen, Texas 75002 ---------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (972) 390-9800 -------------- (Registrant's Telephone Number, Including Area Code) Indicate by check 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 --------- --------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of Shares Outstanding at Title of Each Class November 5, 2003 ----------------------------------------- ------------------------------- Common stock, Par Value $0.10 per share 1,696,757 ATRION CORPORATION AND SUBSIDIARIES ----------------------------------- TABLE OF CONTENTS ----------------- PART I. Financial Information 2 Item 1. Financial Statements Consolidated Statements of Income (Unaudited) For the Three and Nine Months Ended September 30, 2003 and 2002 3 Consolidated Balance Sheets September 30, 2003 (Unaudited) and December 31, 2002 4 Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2003 and 2002 5 Notes to Consolidated Financial Statements (Unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 16 1 PART I FINANCIAL INFORMATION 2
Item 1. Financial Statements ATRION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, -------------------------------- ---------------------------------- 2003 2002 2003 2002 (in thousands, except per share amounts) Revenues $ 16,117 $ 14,662 $ 48,013 $ 44,262 Cost of goods sold 10,291 9,620 31,014 28,705 ----------- ---------- ----------- ----------- Gross profit 5,826 5,042 16,999 15,557 ----------- ---------- ----------- ----------- Operating expenses: Selling 1,437 1,306 4,235 4,142 General and administrative 1,987 1,708 5,872 5,375 Research and development 547 643 1,607 1,700 ----------- ---------- ----------- ----------- 3,971 3,657 11,714 11,217 ----------- ---------- ----------- ----------- Operating income 1,855 1,385 5,285 4,340 ----------- ---------- ----------- ----------- Other income (expense): Interest income 16 17 55 58 Interest expense (46) (105) (161) (346) Other income (expense), net 5 (19) - (16) ----------- ----------- ----------- ----------- (25) (107) (106) (304) ------------ ---------- ----------- ----------- Income from continuing operations before provision for income taxes 1,830 1,278 5,179 4,036 Provision for income taxes 500 181 1,551 1,002 ----------- ---------- ----------- ----------- Income from continuing operations 1,330 1,097 3,628 3,034 Gain on disposal of discontinued operations, net of income taxes - - 165 165 Cumulative effect of change in accounting principle, net of income taxes - - - (1,641) ----------- ---------- ----------- ----------- Net income $ 1,330 $ 1,097 $ 3,793 $ 1,558 =========== ========== =========== =========== Income per basic share: Income from continuing operations $ 0.79 $ 0.64 $ 2.11 $ 1.77 Gain on disposal of discontinued operations - - 0.10 0.10 Cumulative effect of change in accounting principle - - - (0.96) ----------- ---------- ----------- ----------- $ 0.79 $ 0.64 $ 2.21 $ 0.91 =========== ========== =========== =========== Weighted average basic shares outstanding 1,683 1,720 1,716 1,712 =========== ========== =========== =========== Income per diluted share: Income from continuing operations $ 0.73 $ .59 $ 1.98 $ 1.61 Gain on disposal of discontinued operations - - 0.09 0.09 Cumulative effect of change in accounting principle - - - (0.87) ----------- ---------- ----------- ----------- $ 0.73 $ 0.59 $ 2.07 $ 0.83 =========== ========== =========== =========== Weighted average diluted shares outstanding 1,823 1,849 1,835 1,879 =========== ========== =========== ===========
The accompanying notes are an integral part of these statements. 3
ATRION CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) September 30, December 31, 2003 2002 Assets (unaudited) ------ -------------------- -------------------- Current assets: Cash and cash equivalents $ 431 $ 353 Accounts receivable 7,853 6,721 Inventories 11,949 10,311 Prepaid expenses 1,518 2,273 Other 1,018 1,018 -------------- -------------- 22,769 20,676 -------------- -------------- Property, plant and equipment 45,518 42,661 Less accumulated depreciation and amortization 20,649 18,211 -------------- -------------- 24,869 24,450 -------------- -------------- Other assets and deferred charges: Patents 2,175 2,403 Goodwill 9,730 9,730 Other 3,332 3,548 -------------- -------------- 15,237 15,681 -------------- -------------- $ 62,875 $ 60,807 ============== ============== Liabilities and Stockholders' Equity ------------------------------------ Current liabilities: Accounts payable and accrued liabilities $ 6,683 $ 5,030 Accrued income and other taxes 1,426 859 -------------- -------------- 8,109 5,889 -------------- -------------- Line of credit 7,502 10,337 Other non-current liabilities 3,606 2,890 Stockholders' equity: Common shares, par value $0.10 per share; authorized 10,000 shares, issued 3,420 shares 342 342 Paid-in capital 9,181 8,222 Retained earnings 67,840 64,249 Treasury shares,1,730 at September 30, 2003 and 1,714 at December 31, 2002, at cost (33,705) (31,122) --------------- -------------- Total stockholders' equity 43,658 41,691 -------------- -------------- $ 62,875 $ 60,807 ============== ==============
The accompanying notes are an integral part of these statements. 4
ATRION CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, --------------------------------------------- 2003 2002 ------------------- ------------------- (in thousands) Cash flows from operating activities: Net income $ 3,793 $ 1,558 Adjustments to reconcile net income to net cash provided by operating activities: Goodwill impairment, net of income taxes - 1,641 Gain on disposal of discontinued operations (165) (165) Depreciation and amortization 3,369 3,237 Deferred income taxes 298 (189) Tax benefit related to stock plans 204 56 Other 31 127 ------------- ------------- 7,530 6,265 Changes in operating assets and liabilities: Accounts receivable (1,132) (2,798) Inventories (1,638) (387) Prepaid expenses 755 - Other non-current assets 215 725 Accounts payable and current liabilities 1,653 256 Accrued income and other taxes 567 709 Other non-current liabilities 420 (181) ------------- ------------- Net cash provided by continuing operations 8,370 4,589 Net cash provided by discontinued operations 165 165 ------------- ------------- 8,535 4,754 Cash flows from investing activities: Property, plant and equipment additions (3,611) (2,611) Property, plant and equipment sales 20 15 ------------- ------------- (3,591) (2,596) ------------- ------------- Cash flows from financing activities: Net change in line of credit (2,835) (2,188) Purchase of treasury stock (4,069) (308) Issuance of common stock 2,240 345 Dividends (202) - ------------- ------------- (4,866) (2,151) ------------- ------------- Net change in cash and cash equivalents 78 7 Cash and cash equivalents at beginning of period 353 542 ------------- ------------- Cash and cash equivalents at end of period $ 431 $ 549 ============= ============= Cash paid for: Interest $ 171 $ 320 Income taxes $ 1,105 $ 190
The accompanying notes are an integral part of these statements. 5 ATRION CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (1) Basis of Presentation In the opinion of management, all adjustments necessary for a fair presentation of results of operations for the periods presented have been included in the accompanying unaudited consolidated financial statements of Atrion Corporation (the "Company"). Such adjustments consist of normal recurring items. The accompanying financial statements have been prepared in accordance with the instructions to Form 10-Q and include the information and notes required by such instructions. Accordingly, the consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's 2002 Annual Report on Form 10-K. (2) Intangible Assets In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". Under SFAS No. 142, goodwill is no longer subject to amortization, but is now subject to at least an annual assessment for impairment by applying a fair value-based test. SFAS No. 142 became effective for the Company on January 1, 2002. The Company completed the process of performing an impairment analysis as required by SFAS No. 142, resulting in a write-down of goodwill, in the first quarter of 2002, of $1.6 million, net of income tax. The charge reflected a reduction in the goodwill resulting from the acquisition of Quest Medical in February 1998. The impairment loss was recorded as the cumulative effect of a change in accounting principle. Intangible assets consist of the following (in thousands, except average life):
September 30, 2003 December 31, 2002 -------------------------------------------------------------- Average Gross Gross Life Carrying Accumulated Carrying Accumulated (years) Amount Amortization Amount Amortization --------- --------------- --------------- --------------- -------------- Amortized intangible assets: Patents 12.85 $ 9,250 $ 7,075 $ 9,250 $ 6,847 Intangible assets not subject to amortization: Goodwill $ 9,730 $ - $ 9,730 $ -
Aggregate amortization expense for each of the nine months ended September 30, 2003 and September 30, 2002 was $228,000. Estimated amortization expense for each of the following years ending on December 31, is as follows (in thousands): 2003 $ 304 2004 $ 304 2005 $ 271 2006 $ 169 2007 $ 144 6 The change in the carrying amount of goodwill for the nine months ended September 30, 2002 is as follows (in thousands): Balance as of January 1, 2002 $ 12,216 Impairment loss 2,486 ------------------ Balance as of September 30, 2002 $ 9,730 ================== (3) Inventories Inventories are stated at the lower of cost or market. Cost is determined by using the first-in, first-out method. The following table details the major components of inventory (in thousands): September 30, December 31, 2003 2002 ----------------------------------------------------------------------------- Raw materials $ 5,803 $ 6,082 Finished goods 4,293 2,818 Work in process 1,853 1,411 ----------------------------------------------------------------------------- Total inventories $ 11,949 $ 10,311 ----------------------------------------------------------------------------- (4) Income per share The following is the computation for basic and diluted income per share from continuing operations:
Three months ended Nine months ended September 30, September 30, 2003 2002 2003 2002 ---------------- --------------- --------------- ------------- (in thousands, except per share amounts) Income from continuing operations $ 1,330 $ 1,097 $ 3,628 $ 3,034 ================ =============== =============== ============= Weighted average basic shares outstanding 1,683 1,720 1,716 1,712 Add: Effect of dilutive securities (options) 140 129 119 167 ---------------- --------------- --------------- ------------- Weighted average diluted shares outstanding 1,823 1,849 1,835 1,879 ================ =============== =============== ============= Income per share from continuing operations: Basic $ 0.79 $ 0.64 $ 2.11 $ 1.77 ================ =============== =============== ============= Diluted $ 0.73 $ 0.59 $ 1.98 $ 1.61 ================ =============== =============== =============
Outstanding options that were not included in the diluted income per share calculation because their effect would be anti-dilutive totaled zero and 61,500 for the three month periods ended September 30, 2003 and September 30, 2002, respectively, and 33,667 for each of the nine month periods ended September 30, 2003 and September 30, 2002. 7 (5) Stock-Based Compensation At September 30, 2003, the Company had three stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and income per share if the Company had applied the fair value recognition provisions of FASB SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation:
Three Months ended September Nine Months ended September 30, 30, ------------------------------ ------------------------------- 2003 2002 2003 2002 ------------- ------------ ------------- ------------- (in thousands, except per share amounts) Net income, as reported $ 1,330 $ 1,097 $ 3,793 $ 1,558 Deduct: Total stock-based employee compensation expense determined under fair value-based methods for all awards, net of tax effects 245 175 457 282 ------------- ------------ ------------- ------------- Pro forma net income $ 1,085 $ 922 $ 3,336 $ 1,276 ============= ============ ============= ============= Income per share: Basic - as reported $ 0.79 $ 0.64 $ 2.21 $ 0.91 ============= ============ ============= ============= Basic - pro forma $ 0.64 $ 0.54 $ 1.94 $ 0.75 ============= ============ ============= ============= ============= ============ ============= ============= Diluted - as reported $ 0.73 $ 0.59 $ 2.07 $ 0.83 ============= ============ ============= ============= Diluted - pro forma $ 0.60 $ 0.50 $ 1.82 $ 0.68 ============= ============ ============= =============
8 ATRION CORPORATION AND SUBSIDIARIES 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results for the three months ended September 30, 2003 Consolidated net income totaled $1.3 million, or $0.79 per basic and $0.73 per diluted share, in the third quarter of 2003. This is compared with consolidated net income of $1.1 million, or $0.64 per basic and $0.59 per diluted share, in the third quarter of 2002. The income per basic share computations are based on weighted average basic shares outstanding of 1,683,339 in the 2003 period and 1,719,791 in the 2002 period. The income per diluted share computations are based on weighted average diluted shares outstanding of 1,822,881 in the 2003 period and 1,848,858 in the 2002 period. Consolidated revenues of $16.1 million for the third quarter of 2003 were higher than revenues of $14.7 million for the third quarter of 2002. This 10 percent increase in revenues for the third quarter of 2003 over the third quarter of 2002 is primarily attributable to a 19 percent increase in the revenues of the Company's ophthalmic products and an 18 percent increase in the revenues of the Company's cardiovascular products. Cost of goods sold of $10.3 million for the third quarter of 2003 was 7 percent higher than in the comparable 2002 period. The increase in cost of goods sold is primarily attributable to increased revenues. Gross profit of $5.8 million in the third quarter of 2003 was $784,000, or 16 percent, higher than in the comparable 2002 period. The Company's gross profit percentage in the third quarter of 2003 was 36.1 percent of revenues compared with 34.4 percent of revenues in the third quarter of 2002. The increase in gross profit percentage in the third quarter of 2003 over the third quarter of 2002 is primarily attributable to a favorable shift in product mix to products with higher gross profit margins. The Company's third quarter 2003 operating expenses of $4.0 million were $314,000 higher than the operating expenses for the third quarter of 2002, resulting from a $279,000 increase in general and administrative (G&A) expenses and a $131,000 increase in selling expenses partially offset by a $96,000 decrease in research and development (R&D) expenses. The increase in G&A expenses for the third quarter of 2003 is primarily attributable to increases in compensation and other taxes. The increase in selling expenses for the third quarter of 2003 is primarily attributable to increased advertising, travel-related expenses and bad debt expense. Operating income in the third quarter of 2003 increased $470,000, or 34 percent, to $1.9 million from $1.4 million in the third quarter of 2002. Operating income margin was 11.5 percent of revenues in the third quarter of 2003 compared to 9.4 percent of revenues in the third quarter of 2002. The improvement in operating income is primarily attributable to the previously mentioned gross profit margin improvement partially offset by the increase in G&A and selling expenses. Interest expense for the third quarter of 2003 was $46,000 compared to interest expense of $105,000 for the same period in the prior year. The decrease in the 2003 period from the 2002 period is primarily attributable to lower interest rates and the Company's lower average borrowing level in the current-year period. Income tax expense for the third quarter of 2003 was $500,000 compared to income tax expense of $181,000 for the same period in the prior year. The effective tax rate for the 9 third quarter of 2003 was 27.3 percent compared with 14.6 percent for the third quarter of 2002. The higher effective tax rate is primarily the result of benefits from tax incentives for exports and R&D expenditures being a lesser percentage of taxable income in the third quarter of 2003 than in the third quarter of 2002. Results for the nine months ended September 30, 2003 The Company's income from continuing operations for the nine months ended September 30, 2003 was $3.6 million, or $2.11 per basic and $1.98 per diluted share, compared with income from continuing operations for the nine months ended September 30, 2002 of $3.0 million, or $1.77 per basic and $1.61 per diluted share. Consolidated net income, including discontinued operations and the cumulative effect of change in accounting principle, totaled $3.8 million, or $2.21 per basic and $2.07 per diluted share, in the first nine months of 2003, compared with $1.6 million, or $0.91 per basic and $0.83 per diluted share in the first nine months of 2002. The Company adopted SFAS No. 142 effective January 1, 2002. The required adoption of SFAS No. 142 is considered a change in accounting principle and the cumulative effect of adopting this standard resulted in a $1.6 million, or $0.96 per basic and $0.87 per diluted share, non-cash, after tax charge in the first quarter of 2002. The income per basic share computations are based on weighted average basic shares outstanding of 1,716,349 in the 2003 period and 1,711,519 in the 2002 period. The income per diluted share computations are based on weighted average diluted shares outstanding of 1,835,132 in the 2003 period and 1,878,976 in the 2002 period. Consolidated revenues of $48.0 million for the first nine months of 2003 were higher than revenues of $44.3 million for the first nine months of 2002. This 8 percent increase in revenues in the first nine months of 2003 over the first nine months of 2002 is primarily attributable to a 22 percent increase in the revenues of the Company's ophthalmic products and an 11 percent increase in the revenues of the Company's cardiovascular products. Cost of goods sold of $31.0 million for the first nine months of 2003 was 8 percent higher than in the comparable 2002 period. The increase in cost of goods sold is primarily attributable to increased revenues and increased insurance costs. Gross profit of $17.0 million in the first nine months of 2003 was $1.4 million, or 9 percent, higher than in the comparable 2002 period. The Company's gross profit percentage in the first nine months of 2003 was 35.4 percent of revenues compared with 35.1 percent of revenues in the first nine months of 2002. The increase in gross profit percentage in the first nine months of 2003 over the first nine months of 2002 is primarily attributable to a favorable shift in product mix to products with higher gross profit margins. The Company's operating expenses of $11.7 million for the nine months ended September 30, 2003 were $497,000 higher than the operating expenses for the nine months ended September 30, 2002, resulting from a $497,000 increase in G&A expenses and a $93,000 increase in selling expenses partially offset by a $93,000 decrease in R&D expenses in the first nine months of 2003 as compared to the first nine months of 2002. The increase in G&A expenses for the nine months ended September 10 30, 2003 is primarily attributable to increases in compensation, other taxes and insurance costs. The increase in selling expenses for the nine months ended September 30, 2003 is primarily attributable to increased compensation and commissions related to increased revenues. Operating income in the first nine months of 2003 increased $945,000, or 22 percent, to $5.3 million from $4.3 million in the first nine months of 2002. Operating income margin was 11.0 percent of revenues in the first nine months of 2003 compared to 9.8 percent of revenue in the first nine months of 2002. The improvement in operating income is primarily attributable to the previously mentioned gross profit margin improvement partially offset by the increase in G&A and selling expenses. Interest expense for the nine months ended September 30, 2003 was $161,000 compared to interest expense of $346,000 for the same period in the prior year. The decrease in the 2003 period from the 2002 period is primarily attributable to lower interest rates and the Company's lower average borrowing level in the current-year period. Income tax expense for the nine months ended September 30, 2003 was $1.6 million compared to income tax expense of $1.0 million for the same period in the prior year. The effective tax rate for the first nine months of 2003 was 29.9 percent compared with 24.8 percent for the first nine months of 2002. The higher effective tax rate is primarily the result of benefits from tax incentives for exports and R&D expenditures being a lesser percentage of taxable income in the first nine months of 2003 than in the first nine months of 2002. The Company recorded a gain on the disposal of discontinued operations relating to the sale of its natural gas operations of $165,000 after tax, or $0.10 per basic and $0.09 per diluted share, for each of the nine month periods ended September 30, 2003 and 2002, resulting from the receipt of contingent deferred payments in each year. Liquidity and Capital Resources At September 30, 2003, the Company had cash and cash equivalents of $431,000 compared with $353,000 at December 31, 2002. The Company had borrowings of $7.5 million under its $25 million revolving credit facility ("Credit Facility") at September 30, 2003 and $10.3 million at December 31, 2002. The decrease in the outstanding balance under the Credit Facility in the first nine months of 2003 is primarily attributable to the Company's use of cash flow from operations, after payments for net stock purchases, equipment additions and dividends, to reduce its borrowing level. The Credit Facility, which expires November 12, 2004, and may be extended under certain circumstances, contains various restrictive covenants, none of which is expected to impact the Company's liquidity or capital resources. At September 30, 2003, the Company was in compliance with all financial covenants. As of September 30, 2003, the Company had working capital of $14.7 million, including $431,000 in cash and cash equivalents. Accounts payable and accrued liabilities were the primary contributors to a $127,000 decrease in working capital during the first nine months of 2003. Cash flows from continuing operations generated $8.4 million for the nine months ended September 30, 2003 as compared to $4.6 million for the nine months ended September 30, 2002. During the first nine months of 2003, the Company expended $3.6 million for the addition of property and equipment. During April 2003, the Company completed a tender offer in which it purchased, for $4.1 million, a total of 173,614 shares of Common Stock at a price of $23.00 per share. The Company 11 received net proceeds of $2.2 million from the exercise of employee stock options during the first nine months of 2003. On September 5, 2003, the Company announced that its Board of Directors had approved a policy for the payment of regular quarterly cash dividends on the Company's common stock. The Company also declared a quarterly dividend of $0.12 per share, and on September 30, 2003 the Company paid dividends totaling $202,000 to stockholders of record on September 15, 2003. The Company believes that its existing cash and cash equivalents, cash flows from operations, borrowings available under the Company's credit facility, supplemented, if necessary, with equity or debt financing, which the Company believes would be available, will be sufficient to fund the Company's cash requirements for the foreseeable future. Forward-Looking Statements The statements in this Management's Discussion and Analysis that are forward-looking are based upon current expectations, and actual results may differ materially. Therefore, the inclusion of such forward-looking information should not be regarded as a representation by the Company that the objectives or plans of the Company would be achieved. Such statements include, but are not limited to, the Company's expectations regarding future liquidity and capital resources. Words such as "anticipates," "believes," "expects," "estimated" 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 the Company's forward-looking statements: changing economic, market and business conditions; market acceptance of the Company's products; the effects of governmental regulation; acts of war or terrorism; competition and new technologies; slower-than-anticipated introduction of new products or implementation of marketing strategies; changes in the prices or availability of raw materials; changes in product mix; product liability claims and product recalls; the ability to attract and retain qualified personnel and the loss of any significant customer. In addition, assumptions relating to budgeting, marketing, product development and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic review which may cause the Company to alter its marketing, capital expenditures or other budgets, which in turn may affect the Company's results of operations and financial condition. Item 4. Controls and Procedures ----------------------- The management of the Company with the participation of the Company's Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of September 30, 2003. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be disclosed by the Company in the reports that the Company files with the Securities and Exchange Commission. 12 There has been no change in the Company's internal controls over financial reporting during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 13 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ----------------- None ITEM 2. CHANGES IN SECURITIES --------------------- None ITEM 3. DEFAULTS UPON SENIOR SECURITIES ------------------------------- None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- None ITEM 5. OTHER INFORMATION ----------------- None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits 31.1 Sarbanes-Oxley Act Section 302 Certification of Chief Executive Officer 31.2 Sarbanes-Oxley Act Section 302 Certification of Chief Financial Officer 32.1 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes - Oxley Act Of 2002 32.2 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes - Oxley Act Of 2002 (b) Reports on Form 8-K On July 30, 2003, the Company filed a Report on Form 8-K with the SEC 14 regarding the public dissemination of a press release announcing the financial results for the second quarter ended June 30, 2003 (Item 9). On September 5, 2003, the Company filed a Report on Form 8-K with the SEC regarding the public dissemination of a press release announcing the approval of a policy for the payment of quarterly dividends on the Company's common stock and the declaration of a quarterly dividend. (Item 5). 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Atrion Corporation (Registrant) Date: November 12, 2003 /s/ Emile A. Battat -------------------------- Emile A. Battat Chairman, President and Chief Executive Officer Date: November 12, 2003 /s/ Jeffery Strickland -------------------------- Jeffery Strickland Vice President and Chief Financial Officer 16