-----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, FhS14t6e4WARENM9yWfpRjNQ8PfsxNZjnKRYw6fmOc9MTMvYy4Yxmd8Xsvy8E8/C cpawYofpMYB6gQdB5KZiVg== 0001157523-04-004760.txt : 20040513 0001157523-04-004760.hdr.sgml : 20040513 20040513122718 ACCESSION NUMBER: 0001157523-04-004760 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040513 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10763 FILM NUMBER: 04801847 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 10-Q 1 a4639167.txt ATRION CORPORATION 10-Q DOCUMENT 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 March 31, 2004 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 May 3, 2004 - ---------------------------------------- --------------------------------- Common stock, Par Value $0.10 per share 1,708,107 ATRION CORPORATION AND SUBSIDIARIES ----------------------------------- TABLE OF CONTENTS ----------------- PART I. Financial Information 2 Item 1. Financial Statements Consolidated Statements of Income (Unaudited) For the Three Months Ended March 31, 2004 and 2003 3 Consolidated Balance Sheets March 31, 2004 (Unaudited) and December 31, 2003 4 Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2004 and 2003 5 Notes to Consolidated Financial Statements (Unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 1 PART I FINANCIAL INFORMATION 2 Item 1. Financial Statements ATRION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31 ---------------------------------- 2004 2003 ----------------- ---------------- Revenues $ 16,789 $ 15,721 Cost of goods sold 10,834 10,125 -------------- -------------- Gross profit 5,955 5,596 -------------- -------------- Operating expenses: Selling 1,428 1,409 General and administrative 2,081 1,934 Research and development 545 529 -------------- -------------- 4,054 3,872 -------------- -------------- Operating income 1,901 1,724 -------------- -------------- Other income: Interest income 11 19 Interest expense (27) (60) Other income 6 9 -------------- -------------- (10) (32) -------------- -------------- Income before provision for income taxes 1,891 1,692 Provision for income taxes 604 542 -------------- -------------- Net income $ 1,287 $ 1,150 ============== ============== Income per basic share $ 0.76 $ 0.65 ============== ============== Weighted average basic shares outstanding 1,703 1,765 Income per diluted share $ 0.70 $ 0.61 ============== ============== Weighted average diluted shares outstanding 1,843 1,871 The accompanying notes are an integral part of these statements. 3 ATRION CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) March 31, December 31, 2004 2003 Assets (unaudited) - ------ ------------- -------------- Current assets: Cash and cash equivalents $ 218 $ 298 Accounts receivable 8,462 6,226 Inventories 11,612 11,314 Prepaid expenses 1,065 1,894 Other 760 760 --------- --------- 22,117 20,492 --------- --------- Property, plant and equipment 46,148 45,767 Less accumulated depreciation and amortization 22,467 21,578 --------- --------- 23,681 24,189 --------- --------- Other assets and deferred charges: Patents 1,899 2,099 Goodwill 9,730 9,730 Other 3,490 3,540 --------- --------- 15,119 15,369 --------- --------- $ 60,917 $ 60,050 ========= ========= Liabilities and Stockholders' Equity - ------------------------------------ Current liabilities: Accounts payable and accrued liabilities $ 5,360 $ 6,038 Accrued income and other taxes 836 651 --------- --------- 6,196 6,689 --------- --------- Line of credit 4,456 4,287 Other non-current liabilities 4,420 4,470 Stockholders' equity: Common shares, par value $0.10 per share; authorized 10,000 shares, issued 3,420 shares 342 342 Paid-in capital 9,765 9,673 Retained earnings 69,983 68,900 Treasury shares,1,712 at March 31, 2004 and 1,720 at December 31, 2003, at cost (34,245) (34,311) --------- --------- Total stockholders' equity 45,845 44,604 --------- --------- $ 60,917 $ 60,050 ========= ========= The accompanying notes are an integral part of these statements. 4 ATRION CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, -------------------------- 2004 2003 ------------- ------------ (In thousands) Cash flows from operating activities: Net income $ 1,287 $ 1,150 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,391 1,101 Deferred income taxes (70) 17 Tax benefit related to stock plans 24 114 Other 1 3 ------------- ------------ 2,633 2,385 Changes in operating assets and liabilities: Accounts receivable (2,236) (1,344) Inventories (297) (769) Prepaid expenses 829 669 Other non-current assets 50 33 Accounts payable and current liabilities (678) 313 Accrued income and other taxes 185 188 Other non-current liabilities 20 84 ------------- ------------ Net cash provided by continuing operations 506 1,559 Cash flows from investing activities: Property, plant and equipment additions (684) (1,053) Property, plant and equipment sales - 1 ------------- ------------ (684) (1,052) ------------- ------------ Cash flows from financing activities: Net change in line of credit 169 (2,093) Issuance of common stock 134 1,979 Dividends (205) - ------------- ------------ 98 (114) ------------- ------------ Net change in cash and cash equivalents (80) 393 Cash and cash equivalents at beginning of period 298 353 ------------- ------------ Cash and cash equivalents at end of period $ 218 $ 746 ============= ============ Cash paid for: Interest $ 28 $ 65 Income taxes $ - $ 28 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 2003 Annual Report on Form 10-K. (2) 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 inventories (in thousands): March 31, December 31, 2004 2003 -------------------------------------------------------------------------- Raw materials $ 5,882 $ 5,641 Finished goods 3,987 4,044 Work in process 1,743 1,626 -------------------------------------------------------------------------- Total inventories $ 11,612 $ 11,314 -------------------------------------------------------------------------- (3) Income per share The following is the computation for basic and diluted income per share from continuing operations: Three months ended March 31, 2004 2003 ----------------- --------------- (in thousands, except per share amounts) Net Income $ 1,287 $ 1,150 ================= =============== Weighted average basic shares outstanding 1,703 1,765 Add: Effect of dilutive securities (options) 140 106 ----------------- --------------- Weighted average diluted shares outstanding 1,843 1,871 ================= =============== Income per share: Basic $ 0.76 $ 0.65 ================= =============== Diluted $ 0.70 $ 0.61 ================= =============== Outstanding options that were not included in the diluted income per share calculation because their effect would be anti-dilutive totaled 52,000 and 61,500 for the three month periods ended March 31, 2004 and March 31, 2003, respectively. 6 ATRION CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (4) Stock-Based Compensation At March 31, 2004, 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 March 31, ------------------------------- 2004 2003 ------------- ------------- (in thousands, except per share amounts) Net income, as reported $ 1,287 $ 1,150 Deduct: Total stock-based employee compensation expense determined under fair value-based methods for all awards, net of tax effects 146 106 ------------- ------------- Pro forma net income $ 1,141 $ 1,044 ============= ============= Income per share: Basic - as reported $ 0.76 $ 0.65 ============= ============= Basic - pro forma $ 0.67 $ 0.59 ============= ============= Diluted - as reported $ 0.70 $ 0.61 ============= ============= Diluted - pro forma $ 0.62 $ 0.56 ============= ============= (5) Pension Benefits The components of net periodic pension cost are as follows for the three months ended March 31, 2004 and March 31, 2003 (in thousands): Three Months ended March 31, ------------------------------- 2004 2003 ------------- ------------- Service cost $ 60 $ 53 Interest cost 78 74 Expected return on assets (106) (87) Prior service cost amortization (9) (9) Actuarial loss 26 32 Transition amount amortization (11) (11) ------------- ------------- Net periodic pension cost $ 38 $ 52 ============= ============= 7 ATRION CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview The Company designs, develops, manufactures, markets, sells and distributes products and components, primarily for the medical and health care industry. The Company markets components to other equipment manufacturers for incorporation in their products and sells finished devices to physicians, hospitals, clinics and other treatment centers. The Company's products and services primarily range from ophthalmology and cardiovascular products to fluid delivery devices, contract manufacturing and kitting services. The Company's products are used in a wide variety of applications by numerous customers. The Company encounters competition in all of its markets and competes primarily on the basis of product quality, price, engineering, customer service and delivery time. For the three months ended March 31, 2004, the Company reported revenues of $16.8 million, operating income of $1.9 million and net income of $1.3 million, up 7 percent, 10 percent and 12 percent, respectively, from the three months ended March 31, 2003. Results for the three months ended March 31, 2004 Consolidated net income totaled $1.3 million, or $0.76 per basic and $0.70 per diluted share, in the first quarter of 2004. This is compared with consolidated net income of $1.2 million, or $0.65 per basic and $0.61 per diluted share, in the first quarter of 2003. The income per basic share computations are based on weighted average basic shares outstanding of 1,703,153 in the 2004 period and 1,764,977 in the 2003 period. The income per diluted share computations are based on weighted average diluted shares outstanding of 1,843,310 in the 2004 period and 1,870,673 in the 2003 period. Consolidated revenues of $16.8 million for the first quarter of 2004 were higher than revenues of $15.7 million for the first quarter of 2003. This 7 percent increase in revenues for the first quarter of 2004 over the first quarter of 2003 is primarily attributable to an approximate 20 percent increase in each of the revenues of the Company's fluid delivery products, cardiovascular products and other products. These increases are generally attributable to higher sales volumes. These increases were partially offset by an approximate 20 percent decrease in the revenues of the Company's ophthalmic products following the fulfillment of a customer's requirements in late 2003. Cost of goods sold of $10.8 million for the first quarter of 2004 was 7 percent higher than in the comparable 2003 period. The increase in cost of goods sold is primarily attributable to increased revenues. Gross profit of $6.0 million in the first quarter of 2004 was $359,000, or 6 percent, higher than in the comparable 2003 period. The Company's gross profit percentage in the first quarter of 2004 was 35.5 percent of revenues compared with 35.6 percent of revenues in the first quarter of 2003. The Company's first quarter 2004 operating expenses of $4.1 million were $182,000 higher than the operating expenses for the first quarter of 2003, resulting from a $146,000 increase in general and administrative (G&A) 8 expenses, a $20,000 increase in selling expenses and a $16,000 increase in research and development (R&D) expenses. The increase in G&A expenses for the first quarter of 2004 is primarily attributable to a write-off of $124,000 for the impairment of a patent related to a discontinued product. Operating income in the first quarter of 2004 increased $177,000, or 10 percent, to $1.9 million from $1.7 million in the first quarter of 2003. Operating income margin was 11.3 percent of revenues in the first quarter of 2004 compared to 11.0 percent of revenues in the first quarter of 2003. The improvement in operating income is primarily attributable to the previously mentioned gross profit improvement partially offset by the increase in G&A expenses. Interest expense for the first quarter of 2004 was $27,000 compared to interest expense of $60,000 for the same period in the prior year. The decrease in the 2004 period from the 2003 period is primarily attributable to the Company's lower average borrowing level in the current-year period combined with a slight decrease in interest rates in 2004 as compared to 2003. Income tax expense for the first quarter of 2004 was $604,000 compared to income tax expense of $542,000 for the same period in the prior year. The effective tax rate for the first quarter of 2004 was 31.9 percent compared with 32.6 percent for the first quarter of 2003. Liquidity and Capital Resources At March 31, 2004, the Company had cash and cash equivalents of $218,000 compared with $298,000 at December 31, 2003. The Company had outstanding borrowings of $4.5 million under its $25 million revolving credit facility ("Credit Facility") at March 31, 2004 and $4.3 million at December 31, 2003. The increase in the outstanding balance under the Credit Facility in the first three months of 2004 is primarily attributable to borrowings to fund planned capital expenditures. The Credit Facility, which expires November 12, 2006, 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 March 31, 2004, the Company was in compliance with all financial covenants. As of March 31, 2004, the Company had working capital of $15.9 million, including $218,000 in cash and cash equivalents. The $2.1 million increase in working capital during the first three months of 2004 was primarily related to an increase in accounts receivable. The increase in accounts receivable during the first three months of 2004 is directly related to the increase in revenues for the first quarter of 2004 as compared to the fourth quarter of 2003. Cash flows from continuing operations generated $506,000 for the three months ended March 31, 2004 as compared to $1.6 million for the three months ended March 31, 2003. The previously mentioned increase in accounts receivable was the primary contributor to this change. During the first three months of 2004, the Company expended $684,000 for the addition of property and equipment. The Company received net proceeds of $134,000 from the exercise of employee stock options during the first three months of 2004. During the first quarter of 2004 the Company paid dividends totaling $205,000 to its stockholders. 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 9 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 3.. Quantitative and Qualitative Disclosures About Market Risk For the quarter ended March 31, 2004, The Company did not experience any material changes in market risk exposures that affect the quantitative and qualitative disclosures presented in the Company's 2003 Annual Report on Form 10K. Item 4. Controls and Procedures With the participation of management, the Company's Chief Executive Officer and its Chief Financial Officer evaluated the effectiveness of the Company's disclosure controls and procedures as of March 31, 2004. 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. 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. 10 PART II OTHER INFORMATION 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 February 12, 2004, the Company filed a report on Form 8-K with the SEC regarding the public dissemination of a press release announcing its financial results for the fourth quarter and year ended December 31, 2003 (Item 12). 11 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: May 13, 2004 /s/ Emile A. Battat ----------------------- Emile A. Battat Chairman, President and Chief Executive Officer Date: May 13, 2004 /s/ Jeffery Strickland ----------------------- Jeffery Strickland Vice President and Chief Financial Officer 12 EX-31.1 2 a4639167ex31p1.txt OFFICER CERTIFICATION - BATTAT Exhibit 31.1 Chief Executive Officer Certification I, Emile A. Battat, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Atrion Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over the financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 13 b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 13, 2004 /s/ Emile A. Battat ----------------------- Emile A. Battat Chairman, President and Chief Executive Officer 14 EX-31.2 3 a4639167ex31p2.txt OFFICER CERTIFICATION - STRICKLAND Exhibit 31.2 Chief Financial Officer Certification I, Jeffery Strickland, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Atrion Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over the financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 15 b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 13, 2004 /s/ Jeffery Strickland ----------------------- Jeffery Strickland Vice President and Chief Financial Officer 16 EX-32.1 4 a4639167ex32p1.txt CERTIFICATION - BATTAT Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Atrion Corporation (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 13, 2004 /s/ Emile A. Battat --------------------------- Emile A. Battat Chief Executive Officer The foregoing certification is made solely for purpose of 18 U.S.C.ss.1350 and not for any other purpose. 17 EX-32.2 5 a4639167ex32p2.txt CERTIFICATION - STRICKLAND Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Atrion Corporation (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 13, 2004 /s/ Jeffery Strickland ----------------------- Jeffery Strickland Chief Financial Officer The foregoing certification is made solely for purpose of 18 U.S.C.ss.1350 and not for any other purpose. 18 -----END PRIVACY-ENHANCED MESSAGE-----