-----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, DXdPrgNl1HJk6GZs9f7tDn5f1wmf5OTXyJ1Op17UfvbeqPhWDEhIum5QGS3f8wcZ qWXzGpd/y1CkRlf3N743ZA== 0001157523-05-002029.txt : 20050301 0001157523-05-002029.hdr.sgml : 20050301 20050228192220 ACCESSION NUMBER: 0001157523-05-002029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050228 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: 05647537 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 a4832469.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 28, 2005 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 - -------------------------------------------------------------------------------- (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)) Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS On February 28, 2005, Atrion Corporation issued a press release announcing its financial results for the quarter ended December 31, 2004. 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 28, 2005 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 28, 2005 Exhibit No. Description - ------- ----------- 99.1 Press Release dated February 28, 2005 issued by Atrion Corporation. EX-99.1 2 a4832469ex991.txt EXHIBIT 99.1 Exhibit 99.1 Atrion Corporation Reports Fourth Quarter and Full Year 2004 Results; Diluted EPS Were up 44% for the Quarter and 27% for the Year ALLEN, Texas--(BUSINESS WIRE)--Feb. 28, 2005--Atrion Corporation (Nasdaq:ATRI) announced today higher revenues and earnings per share for the fourth quarter and the full year 2004. Revenues for the fourth quarter of 2004 were $16,171,000 compared to $14,790,000 in the same period of 2003, representing a 9% increase. On a per diluted share basis, net income for the quarter increased 44% to $.98 from $.68 in the fourth quarter of 2003. Atrion's revenues for the full year of 2004 increased 5% to $66,081,000 from $62,803,000 in 2003. Net income per diluted share of $3.50 in 2004 was 27% higher than 2003's net income of $2.75 per diluted share. The 2004 results are subject to completion of the Company's audit by its independent auditors. Commenting on the results, Emile A Battat, Chairman and CEO, said, "We are very pleased with our results. We benefited from an unusually strong period of higher sales of newer valves and inflators, and from continued improvement in operating efficiencies. We should caution, however, that for small companies like ours, customers' timing of a few orders at the beginning and the end of a quarter can materially affect comparisons. Annual comparisons offer a better indication of growth and profitability than quarterly figures. Since our company has been focused on internal growth for the past six years, the best measure of our performance is the growth of our operating income. Here again, we are very pleased with a 24% increase for the year. We expect operating income will continue to show double digit growth." 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 future operating income growth. 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 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 Ended Twelve Months Ended December 31, December 31, -------------------- ------------------- 2004 2003 2004 2003 ----------- -------- ---------- -------- Revenues $16,171 $14,790 $66,081 $62,803 Cost of goods sold 9,113 9,550 40,804 40,564 ----------- -------- ---------- -------- Gross profit 7,058 5,240 25,277 22,239 Operating expenses 4,644 3,601 16,681 15,316 ----------- -------- ---------- -------- Operating income 2,414 1,639 8,596 6,923 Interest expense, net (15) (21) (48) (126) Other income, net 1 (26) 46 (26) ----------- -------- ---------- -------- Income from continuing operations before provision for income taxes 2,400 1,592 8,594 6,771 Income tax provision (581) (328) (2,289) (1,879) ----------- -------- ---------- -------- Income from continuing operations 1,819 1,264 6,305 4,892 Gain on disposal of discontinued operations -- -- 165 165 ----------- -------- ---------- -------- Net income $1,819 $1,264 $6,470 $5,057 =========== ======== ========== ======== Income per basic share: Income from continuing operations $1.06 $.74 $3.68 $2.86 Gain on disposal of discontinued operations -- -- .10 .10 ----------- -------- ---------- -------- Net income per basic share $1.06 $.74 $3.78 $2.96 =========== ======== ========== ======== Weighted average basic shares outstanding 1,717 1,697 1,711 1,711 =========== ======== ========== ======== Income per diluted share: Income from continuing operations $.98 $.68 $3.41 $2.66 Gain on disposal of discontinued operations -- -- .09 .09 ----------- -------- ---------- -------- Net income per diluted share $.98 $.68 $3.50 $2.75 =========== ======== ========== ======== Weighted average diluted shares outstanding 1,855 1,850 1,850 1,839 =========== ======== ========== ======== ATRION CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) Dec. 31, Dec. 31, ASSETS 2004 2003 ----------- -------- (Unaudited) Current assets: Cash and cash equivalents $255 $298 Accounts receivable 7,588 6,226 Inventories 14,013 11,314 Prepaid expenses 1,028 1,894 Land deposit 3,750 -- Deferred income taxes 1,039 760 ----------- -------- Total current assets 27,673 20,492 Property, plant and equipment, net 25,331 24,189 Other assets 14,404 15,369 ----------- -------- $67,408 $60,050 =========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities 8,467 6,689 Line of credit 2,936 4,287 Other non-current liabilities 5,402 4,470 Stockholders' equity 50,603 44,604 ----------- -------- $67,408 $60,050 =========== ======== CONTACT: Atrion Corporation, Allen Jeffery Strickland, 972-390-9800 -----END PRIVACY-ENHANCED MESSAGE-----