-----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, IizhqOPMd3JEomrSVu/+jdeiwvvmzvscf+bvC9F/Evj4cUGIKKPm/FNkeARKfUM+ f20TZ6vsZb8xKH1FZdkoWQ== 0001157523-07-001671.txt : 20070216 0001157523-07-001671.hdr.sgml : 20070216 20070215175908 ACCESSION NUMBER: 0001157523-07-001671 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070215 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070215 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: 001-32982 FILM NUMBER: 07628789 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 a5336094.txt ATRION CORPORATION 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) February 15, 2007 Atrion Corporation (Exact name of registrant as specified in its charter) Delaware 0-10763 63-0821819 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -MORE- Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS On February 15, 2007, Atrion Corporation issued a press release announcing its financial results for the quarter ended December 31, 2006. A copy of such release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release dated February 15, 2007 issued by Atrion Corporation. 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: February 15, 2007 Exhibit No. Description - ----------- ----------- 99.1 Press Release dated February 15, 2007 issued by Atrion Corporation. EX-99.1 2 a5336094ex991.txt ATRION CORPORATION EXHIBIT 99.1 Exhibit 99.1 Atrion Reports Fourth Quarter and Full Year 2006 Results Diluted EPS Were up 38% for the Quarter and 18% for the Year ALLEN, Texas--(BUSINESS WIRE)--Feb. 15, 2007--Atrion Corporation (Nasdaq:ATRI) announced today higher revenues and earnings per share for the fourth quarter and the full year 2006. Revenues for the fourth quarter of 2006 were $21,379,000 compared to $17,003,000 in the same period of 2005, representing a 26% increase. On a diluted per share basis, net income for the quarter increased 38% to $1.52 from $1.10 in the fourth quarter of 2005. Atrion's revenues for the full year of 2006 increased 12% to $81,020,000 from $72,089,000 in 2005. Net income per diluted share of $5.51 in 2006 was 18% higher than 2005's net income of $4.66 per diluted share. Commenting on the Company's performance for the fourth quarter compared to fourth quarter of 2005, Emile A. Battat, Chairman & CEO said, "We are very pleased with the record growth in revenues resulting from an unexpected spike in customer demand across many of our products lines and the return of our ophthalmic shipments to anticipated levels. By design, each of our manufacturing facilities is now able to respond to surges in demand as and when they occur, an advantage over most of our competitors. Of the $4.4 million increase in revenues during the quarter, 35% was attributed to Fluid Delivery, 27% to Ophthalmology, 21% to Cardiovascular and 17% to Other. Operating income increased 31%, while net income and diluted EPS increased 38% each." Mr. Battat further stated, "During 2006, we completed the construction of a new manufacturing facility in Florida and successfully met the challenge of transitioning our production to the new plant. This was accomplished while growing revenues for the year by 12% and diluted EPS by 18% compared to 2005. 2006 marked the eighth consecutive year in which per share earnings from operations rose at double digit rates. We are extremely pleased with these results." Mr. Battat added, "The agreement for the sale of our natural gas pipeline in 1997 called for certain contingent annual payments through 2006. In the intervening years we received $250,000 annually. We will not enjoy this income from discontinued operations in 2007 and subsequent years. Also in 2007 we expect our income tax rate to increase to 31% compared to 25% in 2006. As a result, we believe that for the year 2007, operating income rather than net income would be the appropriate measure of comparative performance relative to 2006. We are hopeful that this measure will show growth in excess of 15% for the full year." 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 or future events may differ materially. Such statements include, but are not limited to, Atrion's expectations regarding the Company's income tax rate in 2007 and growth in operating income in 2007. Words such as "expects," "believes," "anticipates," "intends," "will," and "should" 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 or future events 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 intellectual property 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 CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (unaudited) Three Months Twelve Months Ended Ended December 31, December 31, ----------------- ----------------- 2006 2005 2006 2005 -------- -------- -------- -------- Revenues $21,379 $17,003 $81,020 $72,089 Cost of goods sold 12,539 9,822 48,572 43,119 -------- -------- -------- -------- Gross profit 8,840 7,181 32,448 28,970 Operating expenses 4,866 4,144 18,110 16,272 -------- -------- -------- -------- Operating income 3,974 3,037 14,338 12,698 Interest income (expense), net (130) 5 (162) (24) Other income, net 22 -- (4) 10 -------- -------- -------- -------- Income from continuing operations before provision for income taxes 3,866 3,042 14,172 12,684 Income tax provision (887) (893) (3,572) (3,891) -------- -------- -------- -------- Income from continuing operations 2,979 2,149 10,600 8,793 Gain on disposal of discontinued operations -- -- 165 165 -------- -------- -------- -------- Net income $ 2,979 $ 2,149 $10,765 $ 8,958 ======== ======== ======== ======== Income per basic share: Income from continuing operations $ 1.60 $ 1.17 $ 5.73 $ 4.90 Gain on disposal of discontinued operations -- -- .09 .09 -------- -------- -------- -------- Net income per basic share $ 1.60 $ 1.17 $ 5.82 $ 4.99 ======== ======== ======== ======== Weighted average basic shares outstanding 1,865 1,833 1,851 1,794 ======== ======== ======== ======== Income per diluted share: Income from continuing operations $ 1.52 $ 1.10 $ 5.43 $ 4.57 Gain on disposal of discontinued operations -- -- .08 .09 -------- -------- -------- -------- Net income per diluted share $ 1.52 $ 1.10 $ 5.51 $ 4.66 ======== ======== ======== ======== Weighted average diluted shares outstanding 1,963 1,950 1,953 1,924 ======== ======== ======== ======== ATRION CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) Dec. 31, Dec. 31, ASSETS 2006 2005 ----------- ---------- (Unaudited) Current assets: Cash and cash equivalents $ 333 $ 525 Accounts receivable 10,542 8,291 Inventories 17,115 17,705 Prepaid expenses and other current assets 1,530 832 Deferred income taxes 1,138 620 ----------- ---------- Total current assets 30,658 27,973 Property, plant and equipment, net 51,442 35,254 Other assets 13,672 15,243 ----------- ---------- $ 95,772 $ 78,470 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities 6,923 8,226 Line of credit 11,399 2,529 Other non-current liabilities 6,555 5,820 Stockholders' equity 70,895 61,895 ----------- ---------- $ 95,772 $ 78,470 =========== ========== CONTACT: Atrion Corporation Jeffery Strickland, 972-390-9800 Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----