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, 2003 Commission File Number 0-10763
Atrion Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 63-0821819
- --------------------------------------------------- --------------------------
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
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 1, 2003
- ------------------------------------------- -----------------------------------
Common stock, Par Value $0.10 per share 1,666,507
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, 2003 and 2002 3
Consolidated Balance Sheets
March 31, 2003 (Unaudited) and December 31, 2002 4
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, 2003 and 2002 5
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
PART II. Other Information 12
Item 6. Exhibits and Reports on
Form 8-K 12
SIGNATURES 13
1
PART I
FINANCIAL INFORMATION
2
Item 1. Financial Statements
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 31
----------------------------------------
2003 2002
------------------- --------------------
Revenues $ 15,721 $ 14,825
Cost of goods sold 10,125 9,437
--------------- ---------------
Gross profit 5,596 5,388
--------------- ---------------
Operating expenses:
Selling 1,409 1,403
General and administrative 1,934 1,890
Research and development 529 541
--------------- ---------------
3,872 3,834
--------------- ---------------
Operating income 1,724 1,554
--------------- ---------------
Other income:
Interest income 19 18
Interest expense (60) (129)
Other income 9 1
--------------- ---------------
(32) (110)
---------------- ----------------
Income before provision for income taxes 1,692 1,444
Provision for income taxes 542 437
-----------------------------------
Income before cumulative effect of change
in accounting principle 1,150 1,007
Cumulative effect of change in accounting principle, net of
income taxes of $845 - (1,641)
--------------- ----------------
Net income (loss) $ 1,150 $ (634)
=============== ================
Income (loss) per basic share:
Income before cumulative effect of change in accounting
principle $ 0.65 $ 0.59
Cumulative effect of change in accounting principle
- (0.96)
-------------- --------------
$ 0.65 $ (0.37)
============== ===============
Weighted average basic shares outstanding 1,765 1,696
=============== ===============
Income (loss) per diluted share:
Income before cumulative effect of change in accounting
principle $ 0.61 $ 0.53
Cumulative effect of change in accounting principle
- (0.86)
-------------- --------------
$ 0.61 $ (0.33)
============== ===============
Weighted average diluted shares outstanding 1,871 1,898
=============== ===============
The accompanying notes are an integral part of these statements.
3
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2003 2002
Assets (unaudited)
------------------------- -----------------------
Current assets:
Cash and cash equivalents $ 746 $ 353
Accounts receivable 8,065 6,721
Inventories 11,080 10,311
Prepaid expenses 1,604 2,273
Deferred income taxes 1,018 1,018
----------------- ----------------
22,513 20,676
----------------- ----------------
Property, plant and equipment:
Original cost 43,583 42,661
Less accumulated depreciation and amortization 19,109 18,211
----------------- ----------------
24,474 24,450
----------------- ----------------
Deferred charges:
Patents 2,327 2,403
Goodwill 9,730 9,730
Other 3,514 3,548
----------------- ----------------
15,571 15,681
----------------- ----------------
$ 62,558 $ 60,807
================= ================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 5,343 $ 5,030
Accrued income and other taxes 1,047 859
----------------- ----------------
6,390 5,889
----------------- ----------------
Line of Credit 8,244 10,337
Other noncurrent liabilities 2,990 2,890
Stockholders' equity:
Common shares, par value $0.10 per share; authorized
10,000,000 shares, issued 3,420 shares 342 342
Paid-in capital 9,053 8,222
Retained earnings 65,399 64,249
Treasury shares,1,580 in 2003 and 1,714
in 2002, at cost (29,860) (31,122)
------------------ ----------------
Total stockholders' equity 44,934 41,691
------------------ ----------------
$ 62,558 $ 60,807
================= ================
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
-----------------------------------------------------
2003 2002
----------------------- -----------------------
Cash flows from operating activities:
Net income (loss) $ 1,150 $ (634)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Goodwill impairment, net of income taxes - 1,641
Depreciation and amortization 1,101 1,087
Deferred income taxes 17 44
Tax benefit related to stock plans 114 -
Other 3 -
-------------- --------------
2,385 2,138
Change in operating assets and liabilities:
Accounts receivable (1,344) (1,980)
Inventories (769) (81)
Prepaid expenses 669 433
Other non-current assets 33 178
Accounts payable and current liabilities 313 (524)
Accrued income and other taxes 188 (29)
Other non-current liabilities 84 (61)
-------------- ---------------
1,559 74
-------------- --------------
Cash flows from investing activities:
Property, plant and equipment additions (1,053) (474)
Property, plant and equipment sales 1 -
-------------- --------------
(1,052) (474)
-------------- --------------
Cash flows from financing activities:
Net change in line of credit (2,093) (3)
Issuance of common stock 1,979 247
-------------- --------------
(114) 244
--------------- --------------
Net change in cash and cash equivalents 393 (156)
Cash and cash equivalents at beginning of period 353 542
-------------- --------------
Cash and cash equivalents at end of period $ 746 $ 386
============== ==============
Cash paid for:
Interest $ 65 $ 93
Income taxes $ 28 $ 144
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 2002 Annual Report on
Form 10-K.
(2) Intangible Assets
In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets". Under SFAS No. 142, goodwill
is no longer subject to amortization, but is now subject to at least
an annual assessment for impairment by applying a fair value-based
test. SFAS No. 142 became effective for the Company on January 1,
2002. The Company completed the process of performing an impairment
analysis as required by SFAS No. 142, resulting in a write-down of
goodwill, in the first quarter of 2002, of $1.6 million, net of
income tax. The charge reflected a reduction in the goodwill
resulting from the acquisition of Quest Medical in February 1998. The
impairment loss was recorded as the cumulative effect of a change in
accounting principle.
Intangible assets consist of the following (in thousands, except
average life):
March 31, 2003 December 31, 2002
-------------------------------- ------------------------------
Average Gross Gross
Life Carrying Accumulated Carrying Accumulated
(years) Amount Amortization
Amount Amortization
----------- ---------------- --------------- ------------- ----------------
Amortized intangible assets:
Patents 12.85 $ 9,250 $6,923 $ 9,250 $ 6,847
Intangible assets not subject to amortization:
Goodwill $ 16,330 $ 6,600 $ 16,330 $ 6,600
Aggregate amortization expense for the three months ended March 31,
2003 was $76,000.
Estimated amortization expense for each of the following years ending
on December 31, is as follows (in thousands):
2003 $ 304
2004 $ 304
2005 $ 271
2006 $ 169
2007 $ 144
6
ATRION CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
The change in the carrying amount of goodwill for the quarter ended
March 31, 2002 is as follows (in thousands):
Balance as of January 1, 2002 $ 12,216
Impairment loss 2,486
--------------------
Balance as of March 31, 2002 $ 9,730
====================
(3) 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 inventory (in thousands):
March 31, December 31,
2003 2002
- ---------------------------------------------- --------------------------- ------------------------------
Raw materials $ 6,127 $ 6,082
Finished goods 3,290 2,818
Work in process 1,663 1,411
- ---------------------------------------------- --------------------------- ------------------------------
Total inventories $ 11,080 $ 10,311
- ---------------------------------------------- --------------------------- ------------------------------
(4) Earnings per share
The following is the computation for basic and diluted earnings per
share before cumulative effect of change in accounting principle:
March 31, 2003 March 31, 2002
----------------------- -----------------------
(in thousands, except per share amounts)
Income before cumulative effect of
change in accounting principle $ 1,150 $ 1,007
======================= =======================
Weighted average basic shares outstanding 1,765 1,696
Add: Effect of dilutive securities (options) 106 202
----------------------- -----------------------
Weighted average diluted shares outstanding 1,871 1,898
Earnings per share before cumulative effect of change in accounting principle:
Basic $ 0.65 $ 0.59
======================= =======================
Diluted $ 0.61 $ 0.53
======================= =======================
Outstanding options that were not included in the diluted earnings per
share calculation because their effect would be anti-dilutive totaled
61,500 for the three month period ended March 31, 2003, and zero for
the three month period ended March 31, 2002.
7
ATRION CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(5) Stock-Based Compensation
At December 31, 2002, the Company had three stock-based employee
compensation plans. The Company accounts for those plans under the
recognition and measurement principles 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 Financial Accounting
Standards Board ("FASB") SFAS No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation:
Three Months ended March 31,
-------------------------------------
2003 2002
---------------- -----------------
(in thousands, except per share
amounts)
Net income (loss), as reported $ 1,150 $ (634)
Deduct: Total stock-based employee compensation expense determined
under fair value-based methods for all awards, net of tax effects
106 48
---------------- -----------------
Pro forma net income (loss) $ 1,044 $ (682)
================ =================
Income (loss) per share:
Basic - as reported $ 0.65 $ (0.37)
================ =================
Basic - pro forma $ 0.59 $ (0.40)
================ =================
Diluted - as reported $ 0.61 $ (0.33)
================ =================
Diluted - pro forma $ 0.56 $ (0.36)
================ =================
8
ATRION CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results for the three months ended March 31, 2003
The Company's consolidated income before cumulative effect of change
in accounting principle for the quarter ended March 31, 2003 was $1.2
million, or $.65 per basic and $.61 per diluted share, compared with
income before cumulative effect of change in accounting principle of
$1.0 million, or $.59 per basic and $.53 per diluted share, for the
first quarter of 2002. As previously mentioned, the Company adopted
SFAS No. 142 effective January 1, 2002. The required adoption of SFAS
No. 142 is considered a change in accounting principle and the
cumulative effect of adopting this standard resulted in a $1.6
million, or $0.96 per basic and $0.86 per diluted share, non-cash,
after tax charge in the first quarter of 2002. Consolidated net
income totaled $1.2 million, or $0.65 per basic and $0.61 per diluted
share, in the first quarter of 2003. This is compared with
consolidated net loss, including the cumulative effect of change in
accounting principle, of $634,000, or $0.37 per basic and $0.33 per
diluted share in the first quarter of 2002. The earnings per basic
share computations are based on weighted average basic shares
outstanding of 1,764,977 in the 2003 period and 1,695,618 in the 2002
period. The earnings per diluted share computations are based on
weighted average diluted shares outstanding of 1,870,673 in the 2003
period and 1,898,120 in the 2002 period.
Consolidated revenues of $15.7 million for the first quarter of 2003
were 6 percent higher than revenues of $14.8 million for the first
quarter of 2002. Sales of products increased in the all of the
Company's product lines. Cost of goods sold of $10.1 million for the
first quarter of 2003 was 7 percent higher than in the comparable
2002 period. The increase in cost of goods sold is primarily related
to a shift in product mix to higher cost products and increased
insurance costs.
Gross profit of $5.6 million in the first quarter of 2003 was
$208,000, or 4 percent, higher than in the comparable 2002 period.
The Company's gross profit percentage in the first quarter of 2003
was 35.6 percent of revenues compared with 36.3 percent of revenues
in the first quarter of 2002.
The Company's first quarter 2003 operating expenses of $3.9 million
were $38,000 higher than the operating expenses for the first quarter
of 2002, resulting from a $44,000 increase in general and
administrative (G&A) expenses. Selling and research and development
(R&D) expenses remained essentially unchanged in the first quarter of
2003 as compared to the first quarter of 2002. Operating income of
$1.7 million in the first quarter of 2003 was $170,000, or 11
percent, higher than the operating income in the first quarter of
2002.
Interest expense for the first quarter of 2003 was $60,000 compared
to interest expense of $129,000 for the same period in the prior
year. This decrease in interest expense is primarily related to a
significant reduction in average borrowings for the 2003 period as
compared with the first quarter of 2002.
Income tax expense for the first quarter of 2003 was $542,000
compared to income tax expense of $437,000 for the same period in the
prior year. The effective tax rate for the first quarter of 2003 was
32.0 percent compared with 30.3 percent for the first quarter of
9
2002. The higher effective tax rate is primarily the result of
benefits from tax incentives for exports and R&D expenditures being a
lesser percentage of taxable income in the first quarter of 2003 than
in the first quarter of 2002.
Liquidity and Capital Resources
At March 31, 2003, the Company had cash and cash equivalents of
$746,000 compared with $353,000 at December 31, 2002. The Company had
borrowings of $8.2 million under its $25 million revolving credit
facility ("Credit Facility") at March 31, 2003 and $10.3 million at
December 31, 2002. The decrease in the Credit Facility in the first
quarter of 2003 from December 31, 2002 is primarily attributable to
the Company's use of proceeds from stock option exercises to reduce
its borrowing level. The Credit Facility, which expires November 12,
2004, 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, 2003, the
Company was in compliance with all financial covenants.
As of March 31, 2003, the Company had working capital of $16.1
million, including $746,000 in cash and cash equivalents. Accounts
receivable and inventories were the primary contributors to the
increase in working capital during the first three months of 2003.
Cash flows from operations generated $1.6 million for the three
months ended March 21, 2003 as compared to $74,000 for the three
months ended March 31, 2002.
During April 2003, the Company completed a tender offer to purchase
up to 350,000 shares of its Common Stock, at a price of $23.00 per
share. A total of 173,614 shares of Common Stock were tendered at a
cost of $4.0 million.
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 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
10
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 4. Controls and Procedures
With the participation of management, the Company's Chief Executive
Officer and its Chief Financial Officer evaluated the Company's
disclosure controls and procedures within 90 days of the filing of
this quarterly report. 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 included in
the reports that the Company files with the Securities and Exchange
Commission.
There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in
the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to the evaluation
date.
11
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification Pursuant To 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes - Oxley
Act Of 2002
99.2 Certification Pursuant To 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes - Oxley
Act Of 2002
(b) No reports on Form 8-K have been filed during the
quarter ended March 31, 2003.
12
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 9, 2003 /s/ Emile A. Battat
--------------------------------------
Emile A. Battat
Chairman, President and
Chief Executive Officer
Date: May 9, 2003 /s/ Jeffery Strickland
--------------------------------------
Jeffery Strickland
Vice President and
Chief Financial Officer
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 quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
13
a) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 9, 2003
/s/ Emile A. Battat
-------------------
Emile A. Battat
Chairman, President and
Chief Executive Officer
14
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 quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
15
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 9, 2003
/s/ Jeffery Strickland
----------------------
Jeffery Strickland
Vice President and
Chief Financial Officer
16
Exhibit 99.1
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, 2003
(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 9, 2003 /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
Exhibit 99.2
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, 2003
(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 9, 2003 /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