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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 September 30, 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 (I.R.S. Employer Identification No.)
Incorporation or Organization)
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 November 5, 2003
- ----------------------------------------- -------------------------------
Common stock, Par Value $0.10 per share 1,696,757
ATRION CORPORATION AND SUBSIDIARIES
-----------------------------------
TABLE OF CONTENTS
-----------------
PART I. Financial Information 2
Item 1. Financial Statements
Consolidated Statements of Income (Unaudited)
For the Three and Nine Months Ended
September 30, 2003 and 2002 3
Consolidated Balance Sheets
September 30, 2003 (Unaudited) and December 31, 2002 4
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended
September 30, 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 14
Item 6. Exhibits and Reports on
Form 8-K 14
SIGNATURES 16
1
PART I
FINANCIAL INFORMATION
2
Item 1. Financial Statements
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- ----------------------------------
2003 2002 2003 2002
(in thousands, except per share amounts)
Revenues $ 16,117 $ 14,662 $ 48,013 $ 44,262
Cost of goods sold 10,291 9,620 31,014 28,705
----------- ---------- ----------- -----------
Gross profit 5,826 5,042 16,999 15,557
----------- ---------- ----------- -----------
Operating expenses:
Selling 1,437 1,306 4,235 4,142
General and administrative 1,987 1,708 5,872 5,375
Research and development 547 643 1,607 1,700
----------- ---------- ----------- -----------
3,971 3,657 11,714 11,217
----------- ---------- ----------- -----------
Operating income 1,855 1,385 5,285 4,340
----------- ---------- ----------- -----------
Other income (expense):
Interest income 16 17 55 58
Interest expense (46) (105) (161) (346)
Other income (expense), net 5 (19) - (16)
----------- ----------- ----------- -----------
(25) (107) (106) (304)
------------ ---------- ----------- -----------
Income from continuing operations
before provision for income taxes 1,830 1,278 5,179 4,036
Provision for income taxes 500 181 1,551 1,002
----------- ---------- ----------- -----------
Income from continuing operations 1,330 1,097 3,628 3,034
Gain on disposal of discontinued operations, net of income
taxes - - 165 165
Cumulative effect of change in accounting principle, net of
income taxes - - - (1,641)
----------- ---------- ----------- -----------
Net income $ 1,330 $ 1,097 $ 3,793 $ 1,558
=========== ========== =========== ===========
Income per basic share:
Income from continuing operations $ 0.79 $ 0.64 $ 2.11 $ 1.77
Gain on disposal of discontinued operations - - 0.10 0.10
Cumulative effect of change in accounting principle - - - (0.96)
----------- ---------- ----------- -----------
$ 0.79 $ 0.64 $ 2.21 $ 0.91
=========== ========== =========== ===========
Weighted average basic shares outstanding 1,683 1,720 1,716 1,712
=========== ========== =========== ===========
Income per diluted share:
Income from continuing operations $ 0.73 $ .59 $ 1.98 $ 1.61
Gain on disposal of discontinued operations - - 0.09 0.09
Cumulative effect of change in accounting principle - - - (0.87)
----------- ---------- ----------- -----------
$ 0.73 $ 0.59 $ 2.07 $ 0.83
=========== ========== =========== ===========
Weighted average diluted shares outstanding 1,823 1,849 1,835 1,879
=========== ========== =========== ===========
The accompanying notes are an integral part of these statements.
3
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, December 31,
2003 2002
Assets (unaudited)
- ------ -------------------- --------------------
Current assets:
Cash and cash equivalents $ 431 $ 353
Accounts receivable 7,853 6,721
Inventories 11,949 10,311
Prepaid expenses 1,518 2,273
Other 1,018 1,018
-------------- --------------
22,769 20,676
-------------- --------------
Property, plant and equipment 45,518 42,661
Less accumulated depreciation and amortization 20,649 18,211
-------------- --------------
24,869 24,450
-------------- --------------
Other assets and deferred charges:
Patents 2,175 2,403
Goodwill 9,730 9,730
Other 3,332 3,548
-------------- --------------
15,237 15,681
-------------- --------------
$ 62,875 $ 60,807
============== ==============
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 6,683 $ 5,030
Accrued income and other taxes 1,426 859
-------------- --------------
8,109 5,889
-------------- --------------
Line of credit 7,502 10,337
Other non-current liabilities 3,606 2,890
Stockholders' equity:
Common shares, par value $0.10 per share; authorized
10,000 shares, issued 3,420 shares 342 342
Paid-in capital 9,181 8,222
Retained earnings 67,840 64,249
Treasury shares,1,730 at September 30, 2003 and 1,714
at December 31, 2002, at cost (33,705) (31,122)
--------------- --------------
Total stockholders' equity 43,658 41,691
-------------- --------------
$ 62,875 $ 60,807
============== ==============
The accompanying notes are an integral part of these statements.
4
ATRION CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
---------------------------------------------
2003 2002
------------------- -------------------
(in thousands)
Cash flows from operating activities:
Net income $ 3,793 $ 1,558
Adjustments to reconcile net income to
net cash provided by operating activities:
Goodwill impairment, net of income taxes - 1,641
Gain on disposal of discontinued operations (165) (165)
Depreciation and amortization 3,369 3,237
Deferred income taxes 298 (189)
Tax benefit related to stock plans 204 56
Other 31 127
------------- -------------
7,530 6,265
Changes in operating assets and liabilities:
Accounts receivable (1,132) (2,798)
Inventories (1,638) (387)
Prepaid expenses 755 -
Other non-current assets 215 725
Accounts payable and current liabilities 1,653 256
Accrued income and other taxes 567 709
Other non-current liabilities 420 (181)
------------- -------------
Net cash provided by continuing operations 8,370 4,589
Net cash provided by discontinued operations 165 165
------------- -------------
8,535 4,754
Cash flows from investing activities:
Property, plant and equipment additions (3,611) (2,611)
Property, plant and equipment sales 20 15
------------- -------------
(3,591) (2,596)
------------- -------------
Cash flows from financing activities:
Net change in line of credit (2,835) (2,188)
Purchase of treasury stock (4,069) (308)
Issuance of common stock 2,240 345
Dividends (202) -
------------- -------------
(4,866) (2,151)
------------- -------------
Net change in cash and cash equivalents 78 7
Cash and cash equivalents at beginning of period 353 542
------------- -------------
Cash and cash equivalents at end of period $ 431 $ 549
============= =============
Cash paid for:
Interest $ 171 $ 320
Income taxes $ 1,105 $ 190
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):
September 30, 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 $ 7,075 $ 9,250 $ 6,847
Intangible assets not subject to amortization:
Goodwill $ 9,730 $ - $ 9,730 $ -
Aggregate amortization expense for each of the nine months ended September
30, 2003 and September 30, 2002 was $228,000.
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
The change in the carrying amount of goodwill for the nine months ended
September 30, 2002 is as follows (in thousands):
Balance as of January 1, 2002 $ 12,216
Impairment loss 2,486
------------------
Balance as of September 30, 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):
September 30, December 31,
2003 2002
- -----------------------------------------------------------------------------
Raw materials $ 5,803 $ 6,082
Finished goods 4,293 2,818
Work in process 1,853 1,411
- -----------------------------------------------------------------------------
Total inventories $ 11,949 $ 10,311
- -----------------------------------------------------------------------------
(4) Income per share
The following is the computation for basic and diluted income per share
from continuing operations:
Three months ended Nine months ended
September 30, September 30,
2003 2002 2003 2002
---------------- --------------- --------------- -------------
(in thousands, except per share amounts)
Income from continuing operations $ 1,330 $ 1,097 $ 3,628 $ 3,034
================ =============== =============== =============
Weighted average basic shares outstanding 1,683 1,720 1,716 1,712
Add: Effect of dilutive securities
(options) 140 129 119 167
---------------- --------------- --------------- -------------
Weighted average diluted shares
outstanding 1,823 1,849 1,835 1,879
================ =============== =============== =============
Income per share from continuing
operations:
Basic $ 0.79 $ 0.64 $ 2.11 $ 1.77
================ =============== =============== =============
Diluted $ 0.73 $ 0.59 $ 1.98 $ 1.61
================ =============== =============== =============
Outstanding options that were not included in the diluted income per share
calculation because their effect would be anti-dilutive totaled zero and
61,500 for the three month periods ended September 30, 2003 and September
30, 2002, respectively, and 33,667 for each of the nine month periods ended
September 30, 2003 and September 30, 2002.
7
(5) Stock-Based Compensation
At September 30, 2003, the Company had three stock-based employee
compensation plans. The Company accounts for those plans under the
recognition and measurement provisions 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 FASB SFAS No. 123, "Accounting for Stock-Based Compensation," to
stock-based employee compensation:
Three Months ended September Nine Months ended September
30, 30,
------------------------------ -------------------------------
2003 2002 2003 2002
------------- ------------ ------------- -------------
(in thousands, except per share amounts)
Net income, as reported $ 1,330 $ 1,097 $ 3,793 $ 1,558
Deduct: Total stock-based employee
compensation expense determined under
fair value-based methods for all
awards, net of tax effects
245 175 457 282
------------- ------------ ------------- -------------
Pro forma net income $ 1,085 $ 922 $ 3,336 $ 1,276
============= ============ ============= =============
Income per share:
Basic - as reported $ 0.79 $ 0.64 $ 2.21 $ 0.91
============= ============ ============= =============
Basic - pro forma $ 0.64 $ 0.54 $ 1.94 $ 0.75
============= ============ ============= =============
============= ============ ============= =============
Diluted - as reported $ 0.73 $ 0.59 $ 2.07 $ 0.83
============= ============ ============= =============
Diluted - pro forma $ 0.60 $ 0.50 $ 1.82 $ 0.68
============= ============ ============= =============
8
ATRION CORPORATION AND SUBSIDIARIES
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results for the three months ended September 30, 2003
Consolidated net income totaled $1.3 million, or $0.79 per basic and $0.73
per diluted share, in the third quarter of 2003. This is compared with
consolidated net income of $1.1 million, or $0.64 per basic and $0.59 per
diluted share, in the third quarter of 2002. The income per basic share
computations are based on weighted average basic shares outstanding of
1,683,339 in the 2003 period and 1,719,791 in the 2002 period. The income
per diluted share computations are based on weighted average diluted shares
outstanding of 1,822,881 in the 2003 period and 1,848,858 in the 2002
period.
Consolidated revenues of $16.1 million for the third quarter of 2003 were
higher than revenues of $14.7 million for the third quarter of 2002. This
10 percent increase in revenues for the third quarter of 2003 over the
third quarter of 2002 is primarily attributable to a 19 percent increase in
the revenues of the Company's ophthalmic products and an 18 percent
increase in the revenues of the Company's cardiovascular products. Cost of
goods sold of $10.3 million for the third quarter of 2003 was 7 percent
higher than in the comparable 2002 period. The increase in cost of goods
sold is primarily attributable to increased revenues.
Gross profit of $5.8 million in the third quarter of 2003 was $784,000, or
16 percent, higher than in the comparable 2002 period. The Company's gross
profit percentage in the third quarter of 2003 was 36.1 percent of revenues
compared with 34.4 percent of revenues in the third quarter of 2002. The
increase in gross profit percentage in the third quarter of 2003 over the
third quarter of 2002 is primarily attributable to a favorable shift in
product mix to products with higher gross profit margins.
The Company's third quarter 2003 operating expenses of $4.0 million were
$314,000 higher than the operating expenses for the third quarter of 2002,
resulting from a $279,000 increase in general and administrative (G&A)
expenses and a $131,000 increase in selling expenses partially offset by a
$96,000 decrease in research and development (R&D) expenses. The increase
in G&A expenses for the third quarter of 2003 is primarily attributable to
increases in compensation and other taxes. The increase in selling expenses
for the third quarter of 2003 is primarily attributable to increased
advertising, travel-related expenses and bad debt expense. Operating income
in the third quarter of 2003 increased $470,000, or 34 percent, to $1.9
million from $1.4 million in the third quarter of 2002. Operating income
margin was 11.5 percent of revenues in the third quarter of 2003 compared
to 9.4 percent of revenues in the third quarter of 2002. The improvement in
operating income is primarily attributable to the previously mentioned
gross profit margin improvement partially offset by the increase in G&A and
selling expenses.
Interest expense for the third quarter of 2003 was $46,000 compared to
interest expense of $105,000 for the same period in the prior year. The
decrease in the 2003 period from the 2002 period is primarily attributable
to lower interest rates and the Company's lower average borrowing level in
the current-year period.
Income tax expense for the third quarter of 2003 was $500,000 compared to
income tax expense of $181,000 for the same period in the prior year. The
effective tax rate for the
9
third quarter of 2003 was 27.3 percent compared with 14.6 percent for the
third quarter of 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 third quarter of 2003
than in the third quarter of 2002.
Results for the nine months ended September 30, 2003
The Company's income from continuing operations for the nine months ended
September 30, 2003 was $3.6 million, or $2.11 per basic and $1.98 per
diluted share, compared with income from continuing operations for the nine
months ended September 30, 2002 of $3.0 million, or $1.77 per basic and
$1.61 per diluted share. Consolidated net income, including discontinued
operations and the cumulative effect of change in accounting principle,
totaled $3.8 million, or $2.21 per basic and $2.07 per diluted share, in
the first nine months of 2003, compared with $1.6 million, or $0.91 per
basic and $0.83 per diluted share in the first nine months of 2002. 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 $0.87 per diluted share, non-cash, after tax charge
in the first quarter of 2002. The income per basic share computations are
based on weighted average basic shares outstanding of 1,716,349 in the 2003
period and 1,711,519 in the 2002 period. The income per diluted share
computations are based on weighted average diluted shares outstanding of
1,835,132 in the 2003 period and 1,878,976 in the 2002 period.
Consolidated revenues of $48.0 million for the first nine months of 2003
were higher than revenues of $44.3 million for the first nine months of
2002. This 8 percent increase in revenues in the first nine months of 2003
over the first nine months of 2002 is primarily attributable to a 22
percent increase in the revenues of the Company's ophthalmic products and
an 11 percent increase in the revenues of the Company's cardiovascular
products. Cost of goods sold of $31.0 million for the first nine months of
2003 was 8 percent higher than in the comparable 2002 period. The increase
in cost of goods sold is primarily attributable to increased revenues and
increased insurance costs.
Gross profit of $17.0 million in the first nine months of 2003 was $1.4
million, or 9 percent, higher than in the comparable 2002 period. The
Company's gross profit percentage in the first nine months of 2003 was 35.4
percent of revenues compared with 35.1 percent of revenues in the first
nine months of 2002. The increase in gross profit percentage in the first
nine months of 2003 over the first nine months of 2002 is primarily
attributable to a favorable shift in product mix to products with higher
gross profit margins.
The Company's operating expenses of $11.7 million for the nine months ended
September 30, 2003 were $497,000 higher than the operating expenses for the
nine months ended September 30, 2002, resulting from a $497,000 increase in
G&A expenses and a $93,000 increase in selling expenses partially offset by
a $93,000 decrease in R&D expenses in the first nine months of 2003 as
compared to the first nine months of 2002. The increase in G&A expenses for
the nine months ended September
10
30, 2003 is primarily attributable to increases in compensation, other
taxes and insurance costs. The increase in selling expenses for the nine
months ended September 30, 2003 is primarily attributable to increased
compensation and commissions related to increased revenues. Operating
income in the first nine months of 2003 increased $945,000, or 22 percent,
to $5.3 million from $4.3 million in the first nine months of 2002.
Operating income margin was 11.0 percent of revenues in the first nine
months of 2003 compared to 9.8 percent of revenue in the first nine months
of 2002. The improvement in operating income is primarily attributable to
the previously mentioned gross profit margin improvement partially offset
by the increase in G&A and selling expenses.
Interest expense for the nine months ended September 30, 2003 was $161,000
compared to interest expense of $346,000 for the same period in the prior
year. The decrease in the 2003 period from the 2002 period is primarily
attributable to lower interest rates and the Company's lower average
borrowing level in the current-year period.
Income tax expense for the nine months ended September 30, 2003 was $1.6
million compared to income tax expense of $1.0 million for the same period
in the prior year. The effective tax rate for the first nine months of 2003
was 29.9 percent compared with 24.8 percent for the first nine months of
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 nine months of 2003 than in the
first nine months of 2002.
The Company recorded a gain on the disposal of discontinued operations
relating to the sale of its natural gas operations of $165,000 after tax,
or $0.10 per basic and $0.09 per diluted share, for each of the nine month
periods ended September 30, 2003 and 2002, resulting from the receipt of
contingent deferred payments in each year.
Liquidity and Capital Resources
At September 30, 2003, the Company had cash and cash equivalents of
$431,000 compared with $353,000 at December 31, 2002. The Company had
borrowings of $7.5 million under its $25 million revolving credit facility
("Credit Facility") at September 30, 2003 and $10.3 million at December 31,
2002. The decrease in the outstanding balance under the Credit Facility in
the first nine months of 2003 is primarily attributable to the Company's
use of cash flow from operations, after payments for net stock purchases,
equipment additions and dividends, 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 September 30, 2003, the Company was in compliance with all financial
covenants.
As of September 30, 2003, the Company had working capital of $14.7 million,
including $431,000 in cash and cash equivalents. Accounts payable and
accrued liabilities were the primary contributors to a $127,000 decrease in
working capital during the first nine months of 2003. Cash flows from
continuing operations generated $8.4 million for the nine months ended
September 30, 2003 as compared to $4.6 million for the nine months ended
September 30, 2002. During the first nine months of 2003, the Company
expended $3.6 million for the addition of property and equipment. During
April 2003, the Company completed a tender offer in which it purchased, for
$4.1 million, a total of 173,614 shares of Common Stock at a price of
$23.00 per share. The Company
11
received net proceeds of $2.2 million from the exercise of employee stock
options during the first nine months of 2003.
On September 5, 2003, the Company announced that its Board of Directors had
approved a policy for the payment of regular quarterly cash dividends on
the Company's common stock. The Company also declared a quarterly dividend
of $0.12 per share, and on September 30, 2003 the Company paid dividends
totaling $202,000 to stockholders of record on September 15, 2003.
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 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
-----------------------
The management of the Company with the participation of the Company's Chief
Executive Officer and its Chief Financial Officer, evaluated the
effectiveness of the Company's disclosure controls and procedures as of
September 30, 2003. 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 disclosed by the Company in the reports that
the Company files with the Securities and Exchange Commission.
12
There has been no change in the Company's internal controls over financial
reporting during the Company's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
13
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
31.1 Sarbanes-Oxley Act Section 302 Certification of Chief
Executive Officer
31.2 Sarbanes-Oxley Act Section 302 Certification of Chief
Financial Officer
32.1 Certification Pursuant To 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes - Oxley
Act Of 2002
32.2 Certification Pursuant To 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes - Oxley
Act Of 2002
(b) Reports on Form 8-K
On July 30, 2003, the Company filed a Report on Form 8-K
with the SEC
14
regarding the public dissemination of a press release
announcing the financial results for the second quarter
ended June 30, 2003 (Item 9).
On September 5, 2003, the Company filed a Report on Form 8-K
with the SEC regarding the public dissemination of a press
release announcing the approval of a policy for the payment
of quarterly dividends on the Company's common stock and the
declaration of a quarterly dividend. (Item 5).
15
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: November 12, 2003 /s/ Emile A. Battat
--------------------------
Emile A. Battat
Chairman, President and
Chief Executive Officer
Date: November 12, 2003 /s/ Jeffery Strickland
--------------------------
Jeffery Strickland
Vice President and
Chief Financial Officer
16