-----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, VkymjmjOPuV6XU74h2WMoWDIlCEvM/2R+BLlOkwGTOjdUjknwfk2Zdbbs2Y6E+Eq oCUQNS0y5xs1ro8/4J7PCg== 0001157523-05-004105.txt : 20050502 0001157523-05-004105.hdr.sgml : 20050502 20050502105856 ACCESSION NUMBER: 0001157523-05-004105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050502 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: 05788800 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 a4877476.txt ATRION CORP. 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) May 2, 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 April 29, 2005, Atrion Corporation issued a press release announcing its financial results for the quarter ended March 31, 2005. 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 April 29, 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: May 2, 2005 Exhibit No. Description 99.1 Press Release dated April 29, 2005 issued by Atrion Corporation. EX-99.1 2 a4877476ex991.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Atrion Reports First Quarter Results ALLEN, Texas--(BUSINESS WIRE)--April 29, 2005--Atrion Corporation (Nasdaq:ATRI) today announced that for the first quarter of 2005 diluted earnings per share were up 76% compared to the results for the first quarter of 2004. Revenues in the first quarter were 11% higher than in the first quarter of last year. Commenting on the Company's results, Emile A. Battat, Chairman, said: "We are very pleased with the double digit increase in sales and the exceptionally strong increase in profits. The increase in profits reflected not only a growth in sales but also the more favorable mix towards higher-margin products. This resulted in a significant increase in gross margin as a percentage of sales for the quarter, without which our diluted earnings per share would have been $0.87, a 24% increase over the same period last year rather than the reported increase of 76%. There is no assurance that in coming quarters higher-margin products will represent as significant a portion of our overall sales as in the first quarter." Atrion's revenues for the quarter ended March 31, 2005 were $18,645,000 compared with $16,789,000 in the same period in 2004. On a diluted per share basis, earnings for the period increased to $1.23 as compared to $.70 in the same quarter of last year. Operating income for the current year period totaled $3,418,000, compared to $1,901,000 in last year's first quarter. At the end of the quarter, Halkey-Roberts Corporation, a Company subsidiary, and Filtertek Inc. settled their pending litigation. Terms of the settlement required Halkey-Roberts to make a one-time payment to Filtertek in exchange for a paid-up license to manufacture and sell swabable valves that were the subject of the litigation. The cost of the settlement was apportioned to past and future licensing periods. No charges were made against our first quarter income for this settlement since the reserves previously established for the cost of litigation were sufficient to cover the liability for past sales as well as expenses incurred to date. The cost of the settlement associated with the future licensing period will be amortized on a straight-line basis over the remaining life of the patent. 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 amortization of the cost of a part of the Filtertek settlement over the remaining life of the patent. 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 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 UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) Three Months Ended March 31, 2005 2004 -------- -------- Revenues $18,645 $16,789 Cost of goods sold 11,024 10,834 -------- -------- Gross profit 7,621 5,955 Operating expenses 4,203 4,054 -------- -------- Operating income 3,418 1,901 Interest expense, net (6) (16) Other income, net 8 6 -------- -------- Income before income taxes 3,420 1,891 Income tax provision (1,126) (604) -------- -------- Net income 2,294 1,287 ======== ======== Income per basic share $1.33 $.76 ======== ======== Weighted average basic shares outstanding 1,723 1,703 ======== ======== Income per diluted share $1.23 $.70 ======== ======== Weighted average diluted shares outstanding 1,865 1,843 ======== ======== ATRION CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) Mar. 31, Dec. 31, ASSETS 2005 2004 ----------- ----------- (Unaudited) Current assets: Cash and cash equivalents $1,083 $255 Accounts receivable 8,535 7,588 Inventories 15,094 14,013 Prepaid expenses 957 1,028 Land deposit 3,750 3,750 Deferred income taxes 1,039 1,039 ----------- ----------- Total current assets 30,458 27,673 Property, plant and equipment, net 25,665 25,331 Other assets 14,986 14,404 ----------- ----------- $71,109 $67,408 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities 8,439 8,467 Line of credit 4,127 2,936 Other non-current liabilities 5,570 5,402 Stockholders' equity 52,973 50,603 ----------- ----------- $71,109 $67,408 =========== =========== CONTACT: Atrion Corporation, Allen Jeffery Strickland, 972-390-9800 -----END PRIVACY-ENHANCED MESSAGE-----