-----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, BQi7HVYQzrufBdEpBY9Bj43T7+CzAz7XTTUa37dQOPmClfuD6mcfdDAxun9qVbCo mqM6srKKuk5uFoBpRjm2Jw== 0001157523-06-008073.txt : 20060808 0001157523-06-008073.hdr.sgml : 20060808 20060807183228 ACCESSION NUMBER: 0001157523-06-008073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060807 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: 061010510 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 a5204765.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) August 7, 2006 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)) -MORE- Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS On August 7 2006, Atrion Corporation issued a press release announcing its financial results for the quarter ended June 30, 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 August 7, 2006 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: August 7, 2006 Exhibit No. Description 99.1 Press Release dated August 7, 2006 issued by Atrion Corporation. EX-99.1 2 a5204765-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 Atrion Reports Second Quarter Results; Diluted EPS Increases by 30% ALLEN, Texas--(BUSINESS WIRE)--Aug. 7, 2006--Atrion Corporation (Nasdaq:ATRI) today announced that for the second quarter of 2006 revenues were up 15% and diluted earnings per share were up 30% compared to the results for the second quarter of 2005. Commenting on the Company's results, Emile A. Battat, Chairman and CEO, said "We are extremely pleased with the substantial growth in revenues and earnings in the second quarter. Demand was very strong for our fluid delivery and cardiovascular product groups, and we also experienced a resumption of shipments to one of our large ophthalmic customers whose requirements were impacted by its internal issues. For the quarter, our operating income represented 20% of our revenues, a record high for our company. While this percentage has been rising in each of the last four full calendar years, it stood at 10% as recently as calendar year 2002," Mr. Battat added. "The construction of our new plant in Florida is slightly behind schedule, but the new facility is close to completion. In fact partial occupancy has been approved, and in late June we began the process of moving equipment. We expect to complete our staged move by the end of the third quarter. During that quarter we will incur higher expenses as we absorb costs associated with the physical move as well as the inefficiencies of conducting simultaneous partial operations at both the new and the old plants. While we remain cautious about the results for the full year 2006, we still believe that we are on track to meet the double-digit growth in earnings that we targeted at the beginning of the year." Atrion's revenues for the quarter ended June 30, 2006 totaled $20,849,000 compared with $18,102,000 in the same period in 2005. On a diluted per share basis, earnings for the period increased to $1.53 as compared to $1.18 in the same quarter of last year. Both periods included residual earnings of $.08 and $.09 per share, respectively from operations that were discontinued in 1997. Operating income for the current-year period totaled $4,125,000 compared to $3,131,000 in last year's second quarter. Revenues for the first six months of 2006 of $40,351,000 were 10% higher than revenues of $36,747,000 in the first half of 2005. Diluted earnings per share for the first half of 2006 were $2.61 versus $2.41 in the first six months of 2005. Both periods included $.08 and $.09 per share, respectively, from discontinued operations. 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 completion of its move to its new facility in Florida and growth in earnings in 2006. 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 Six Months Ended June 30, June 30, ------------------ ----------------- 2006 2005 2006 2005 --------- -------- -------- -------- Revenues $20,849 $18,102 $40,351 $36,747 Cost of goods sold 12,076 10,896 24,230 21,920 --------- -------- -------- -------- Gross profit 8,773 7,206 16,121 14,827 Operating expenses 4,648 4,075 8,943 8,278 --------- -------- -------- -------- Operating income 4,125 3,131 7,178 6,549 Interest income/(expense), net 11 (12) 20 (17) Other income/(expense), net (21) -- (21) 8 --------- -------- -------- -------- Income from continuing operations before provision for income taxes 4,115 3,119 7,177 6,540 Income tax provision (1,295) (1,012) (2,251) (2,138) --------- -------- -------- -------- Income from continuing operations 2,820 2,107 4,926 4,402 Gain on disposal of discontinued operations 165 165 165 165 --------- -------- -------- -------- Net income $2,985 $2,272 $5,091 $4,567 ========= ======== ======== ======== Income per basic share: Income from continuing operations $1.53 $1.18 $2.68 $2.51 Gain on disposal of discontinued operations .09 .09 .09 .09 --------- -------- -------- -------- Net income per basic share $1.62 $1.27 $2.77 $2.60 ========= ======== ======== ======== Weighted average basic shares outstanding 1,845 1,789 1,840 1,756 ========= ======== ======== ======== Income per diluted share: Income from continuing operations $1.45 $1.09 $2.53 $2.32 Gain on disposal of discontinued operations .08 .09 .08 .09 --------- -------- -------- -------- Net income per diluted share $1.53 $1.18 $2.61 $2.41 ========= ======== ======== ======== Weighted average diluted shares outstanding 1,949 1,925 1,947 1,895 ========= ======== ======== ======== ATRION CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) June 30, Dec. 31, ASSETS 2006 2005 ----------- -------- (Unaudited) Current assets: Cash and cash equivalents $185 $525 Accounts receivable 9,911 8,291 Inventories 17,694 17,705 Prepaid expenses 1,441 832 Deferred income taxes 620 620 ----------- -------- Total current assets 29,851 27,973 Property, plant and equipment, net 46,987 35,254 Other assets 15,153 15,243 ----------- -------- $91,991 $78,470 =========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities 8,694 8,226 Line of credit 11,001 2,529 Other non-current liabilities 5,909 5,820 Stockholders' equity 66,387 61,895 ----------- -------- $91,991 $78,470 =========== ======== CONTACT: Atrion Corporation Jeffery Strickland, 972-390-9800 -----END PRIVACY-ENHANCED MESSAGE-----