UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ x ] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarterly Period Ended March 31, 2006
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from to
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
Incorporation or 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. |X| Yes |_| No
Indicate by check whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one):
Large accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_|
Indicate by check whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). |_| 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 April 28, 2005
--------------------------------------- -------------------------------
Common stock, Par Value $0.10 per share 1,843,206
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, 2006 and 2005 3
Consolidated Balance Sheets
March 31, 2006 (Unaudited) and December 31, 2005 4
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, 2006 and 2005 5
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Item 4. Controls and Procedures 13
PART II. Other Information 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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
March 31
---------------------
2006 2005
--------- ---------
(In thousands, except
per share data)
Revenues $ 19,503 $ 18,645
Cost of goods sold 12,155 11,024
--------- ---------
Gross profit 7,348 7,621
--------- ---------
Operating expenses:
Selling 1,615 1,405
General and administrative 2,004 2,217
Research and development 677 581
--------- ---------
4,296 4,203
--------- ---------
Operating income 3,052 3,418
--------- ---------
Other income:
Interest income 10 15
Interest expense -- (21)
Other income -- 8
--------- ---------
10 2
--------- ---------
Income before provision for income taxes 3,062 3,420
Provision for income taxes (956) (1,126)
--------- ---------
Net income $ 2,106 $ 2,294
========= =========
Income per basic share $ 1.15 $ 1.33
========= =========
Weighted average basic shares outstanding 1,835 1,723
Income per diluted share $ 1.08 $ 1.23
========= =========
Weighted average diluted shares outstanding 1,945 1,865
Dividends per common share $ 0.17 $ 0.14
========= =========
The accompanying notes are an integral part of these statements.
3
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, December 31,
2006 2005
(unaudited)
----------- ------------
Assets
------
Current assets:
Cash and cash equivalents $ 189 $ 525
Accounts receivable 9,585 8,291
Inventories 17,390 17,705
Prepaid expenses 636 832
Other 620 620
----------- ------------
28,420 27,973
----------- ------------
Property, plant and equipment 70,384 63,041
Less accumulated depreciation and amortization 28,867 27,787
----------- ------------
41,517 35,254
----------- ------------
Other assets and deferred charges:
Patents 2,502 2,331
Goodwill 9,730 9,730
Other 2,580 3,182
----------- ------------
14,812 15,243
----------- ------------
$ 84,749 $ 78,470
=========== ============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 7,940 $ 7,128
Accrued income and other taxes 1,126 1,098
----------- ------------
9,066 8,226
----------- ------------
Line of credit 6,831 2,529
Other non-current liabilities 5,779 5,820
Stockholders' equity:
Common shares, par value $0.10 per share; authorized
10,000 shares, issued 3,420 shares 342 342
Paid-in capital 13,276 12,508
Retained earnings 84,111 82,318
Treasury shares, 1,578 at March 31, 2006 and 1,586
at December 31, 2005, at cost (34,656) (33,273)
----------- ------------
Total stockholders' equity 63,073 61,895
----------- ------------
$ 84,749 $ 78,470
=========== ============
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,
------------------------
2006 2005
--------- ---------
(In thousands)
Cash flows from operating activities:
Net income $ 2,106 $ 2,294
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 1,160 1,072
Deferred income taxes (18) 184
Tax benefit related to stock options -- 83
Other 14 11
--------- ---------
3,262 3,644
Changes in operating assets and liabilities:
Accounts receivable (1,294) (946)
Inventories 315 (1,081)
Prepaid expenses 196 71
Other non-current assets 352 (642)
Accounts payable and current liabilities 812 (255)
Accrued income and other taxes 28 228
Other non-current liabilities (23) (16)
--------- ---------
3,648 1,003
--------- ---------
Cash flows from investing activities:
Property, plant and equipment additions (7,343) (1,364)
Property, plant and equipment sales -- 6
--------- ---------
(7,343) (1,358)
--------- ---------
Cash flows from financing activities:
Net change in line of credit 4,302 1,191
Exercise of stock options 462 234
Purchase of treasury stock (1,594) --
Tax benefit related to stock options 502 --
Dividends paid (313) (242)
--------- ---------
3,359 1,183
--------- ---------
Net change in cash and cash equivalents (336) 828
Cash and cash equivalents at beginning of period 525 255
--------- ---------
Cash and cash equivalents at end of period $ 189 $ 1,083
========= =========
Cash paid for:
Interest (net of capitalization) $ -- $ 21
Income taxes $ 260 $ 454
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 and its subsidiaries (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 2005 Annual Report on Form 10-K.
(2) 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 inventories (in thousands):
March 31, December 31,
2006 2005
--------------------------------------------------------------------------
Raw materials $ 6,879 $ 6,898
Work in process 4,515 4,291
Finished goods 5,996 6,516
--------------------------------------------------------------------------
Total inventories $ 17,390 $ 17,705
==========================================================================
(3) Income per share
The following is the computation for basic and diluted income per share:
Three months ended
March 31,
2006 2005
--------------------
(in thousands,except
per share amounts)
Net Income $ 2,106 $ 2,294
====================
Weighted average basic shares outstanding 1,835 1,723
Add: Effect of dilutive securities (options) 110 142
--------------------
Weighted average diluted shares outstanding 1,945 1,865
====================
Income per share:
Basic $ 1.15 $ 1.33
--------------------
Diluted $ 1.08 $ 1.23
====================
There were no outstanding options to purchase shares of common stock that
were not included in the diluted income per share calculations because
their effect would be anti-dilutive for the three-month periods ended March
31, 2006 and 2005.
6
ATRION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(4) Stock-Based Compensation
At March 31, 2006, the Company had two stock-based employee compensation
plans. Prior to January 1, 2006, the Company accounted 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 was
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.
Effective January 1, 2006, the Company adopted the provisions of SFAS No.
123R, "Accounting for Stock-based Compensation" ("SFAS No. 123R") using the
modified-prospective transition method and the disclosures that follow are
based on applying SFAS No. 123R. Under this transition method, compensation
expense recognized during the three months ended March 31, 2006, included
compensation expense for all share-based awards granted prior to, but not
yet vested as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation". In accordance with the
modified-prospective transition method, results for the prior periods have
not been restated. The Company recorded compensation in the amount of
approximately $14,000 for the three months ended March 31, 2006.
The Company's 1997 Stock Incentive Plan provides for the grant to key
employees of incentive and nonqualified stock options, stock appreciation
rights, restricted stock and performance shares. In addition, under the
1997 Stock Incentive Plan, outside directors (directors who are not
employees of the Company or any subsidiary) received automatic annual
grants of nonqualified stock options to purchase 2,000 shares of common
stock. The 1997 Stock Incentive Plan was amended in 2005 to provide that no
additional stock options may be granted to outside directors thereunder.
Under the 1997 Stock Incentive Plan, 624,425 shares, in the aggregate, of
common stock were reserved for grants. The purchase price of shares issued
on the exercise of incentive options must be at least equal to the fair
market value of such shares on the date of grant. The purchase price for
shares issued on the exercise of nonqualified options and restricted and
performance shares is fixed by the Compensation Committee of the Board of
Directors. The options granted become exercisable as determined by the
Compensation Committee and expire no later than 10 years after the date of
grant.
During 1998, the Company's stockholders approved the adoption of the
Company's 1998 Outside Directors Stock Option Plan which, as amended,
provided for the automatic grant on February 1, 1998 and February 1, 1999
of nonqualified stock options to the Company's outside directors. Although
no additional options may be granted under the 1998 Outside Directors Stock
Option Plan, all outstanding options under this plan continue to be
governed by the terms and conditions of the plan and the existing option
agreements for those grants.
7
ATRION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Option transactions for the three months ended March 31, 2006 are as follows:
Weighted Average
Shares Exercise Price
------------------------------
Options outstanding at January 1, 2006 225,100 $ 24.86
Granted in 2006 - $ -
Expired in 2006 - $ -
Exercised in 2006 (33,799) $ 17.59
------------------------------
Options outstanding at March 31, 2006 191,301 $ 26.14
==============================
Exercisable options at March 31, 2006 172,551 $ 25.57
The Company estimates the fair value of stock options granted using the
Black-Scholes option-pricing formula and a single option award approach. This
fair value is then amortized on a straight-line basis over the requisite service
periods of the awards, which is generally the vesting period. The Company's
expected life represents the period that the Company's stock-based awards are
expected to be outstanding and was determined based on historical experience of
similar awards, giving consideration to the contractual terms of the stock-based
awards, vesting schedules and expectations of future employee behavior.
Stock-based payments made prior to January 1, 2006 were accounted for using the
intrinsic value method under APB 25. The fair value of stock-based payments made
subsequent to January 1, 2006 would be valued using the Black-Scholes valuation
method with a volatility factor based on the Company's historical stock trading
history. The Company bases the risk-free interest rate using the Black-Scholes
valuation method on the implied yield currently available on U. S. Treasury
securities with an equivalent term. The Company bases the dividend yield used in
the Black-Scholes valuation method on the Company's stock dividend history.
The total intrinsic values of options exercised during the three months ended
March 31, 2006 was $0. The total intrinsic values of options outstanding, and
options currently exercisable at March 31, 2006 were $0 and $0, respectively.
The weighted-average remaining contractual life for options outstanding and
options currently exercisable at March 31, 2006 were 3.18 years and 3.40 years,
respectively.
As of March 31, 2006 there was approximately $10,000 of total unrecognized
compensation costs related to nonvested share-based compensation arrangements
granted under the plans. That cost is expected to be recognized over a
weighted-average period of 0.25 years. The total fair value of options vested
during the three months ended March 31, 2006 was $0. At March 31, 2006 there
were 18,750 nonvested stock options outstanding with a weighted-average exercise
price of $31.39.
The Company has a policy of utilizing existing treasury shares to satisfy stock
option exercises.
8
ATRION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table illustrates the effect on net income and income per share if
the Company had applied the fair value recognition provisions of SFAS No. 123R
to stock-based employee compensation in the previous period:
Three Months ended
March 31,
2005
--------------------
(in thousands,except
per share amounts)
Net income, as reported $ 2,294
Deduct: Total stock-based employee compensation
expense determined under fair value-based
methods for all awards, net of tax effects 102
--------------------
Pro forma net income $ 2,192
====================
Income per share:
Basic - as reported $ 1.33
====================
Basic - pro forma $ 1.27
====================
Diluted - as reported $ 1.23
====================
Diluted - pro forma $ 1.18
====================
(5) Pension Benefits
The components of net periodic pension cost are as follows for the three
months ended March 31, 2006 and March 31, 2005 (in thousands):
Three Months ended
March 31,
------------------
2006 2005
------- -------
Service cost $ 69 $ 67
Interest cost 83 80
Expected return on assets (111) (114)
Prior service cost amortization (9) (9)
Actuarial loss 29 27
Transition amount amortization - (11)
------- -------
Net periodic pension cost $ 61 $ 40
======= =======
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The Company designs, develops, manufactures, sells and distributes products
and components, primarily for the medical and healthcare industry. The
Company markets components to other equipment manufacturers for
incorporation in their products and sells finished devices to physicians,
hospitals, clinics and other treatment centers. The Company's medical
products primarily serve the fluid delivery, cardiovascular, and
ophthalmology markets. The Company's other medical and non-medical products
include obstetrics products, instrumentation and disposables used in
dialysis, contract manufacturing and valves and inflation devices used in
marine and aviation safety products.
The Company's products are used in a wide variety of applications by
numerous customers. The Company encounters competition in all of its
markets and competes primarily on the basis of product quality, price,
engineering, customer service and delivery time.
The Company's strategy is to provide a broad selection of products in the
areas of its expertise. Research and development efforts are focused on
improving current products and developing highly-engineered products that
meet customer needs and have the potential for broad market applications
and significant sales. Proposed new products may be subject to regulatory
clearance or approval prior to commercialization and the time period for
introducing a new product to the marketplace can be unpredictable. The
Company also focuses on controlling costs by investing in modern
manufacturing technologies and controlling purchasing processes. The
Company has been successful in consistently generating cash from operations
and has used that cash to reduce indebtedness, to fund capital
expenditures, to repurchase stock and, starting in 2003, to pay dividends.
The Company's strategic objective is to further enhance its position in its
served markets by:
o Focusing on customer needs;
o Expanding existing product lines and developing new products;
o Maintaining a culture of controlling cost; and
o Preserving and fostering a collaborative, entrepreneurial management
structure.
For the three months ended March 31, 2006, the Company reported revenues of
$19.5 million, operating income of $3.1 million and net income of $2.1
million, up 5 percent, down 11 percent and down 8 percent, respectively,
from the three months ended March 31, 2005.
Results for the three months ended March 31, 2006
Consolidated net income totaled $2.1 million, or $1.15 per basic and $1.08
per diluted share, in the first quarter of 2006. This is compared with
consolidated net income of $2.3 million, or $1.33 per basic and $1.23 per
diluted share, in the first quarter of 2005. The income per basic share
computations are based on weighted average basic shares outstanding of
1,835,329 in the 2006 period and 1,723,199 in the 2005 period. The income
per diluted share computations are based on weighted average diluted shares
outstanding of 1,944,647 in the 2006 period and 1,864,695 in the 2005
period.
10
Consolidated revenues of $19.5 million for the first quarter of 2006 were
higher than revenues of $18.6 million for the first quarter of 2005. This 5
percent increase in revenues for the first quarter of 2006 over the first
quarter of 2005 was primarily attributable to an approximate 25 percent
increase in the revenues of the Company's fluid delivery products and an
approximate 23 percent increase in the revenues of the Company's
cardiovascular products. These increases, which were generally attributable
to higher sales volumes, were partially offset by an approximate 25 percent
decrease in the revenues of the Company's ophthalmic products and an
approximate 11 percent decrease in the revenues of the Company's other
products.
Cost of goods sold of $12.2 million for the first quarter of 2006 was 10
percent higher than in the comparable 2005 period. Increased sales volume,
increased manufacturing overhead costs, and a temporary production
curtailment due to reduced orders from certain ophthalmic and related
kitting business customers were the primary contributors to the increase in
cost of goods sold for the first quarter of 2006.
Gross profit of $7.3 million in the first quarter of 2006 was $273,000, or
4 percent, lower than in the comparable 2005 period. The Company's gross
profit percentage in the first quarter of 2006 was 37.7 percent of revenues
compared with 40.8 percent of revenues in the first quarter of 2005. The
decrease in gross profit percentage in the 2006 period compared to the 2005
period was primarily related to the previously mentioned manufacturing cost
increases and temporary production curtailment.
The Company's first quarter 2006 operating expenses of $4.3 million were
$93,000 higher than the operating expenses for the first quarter of 2005,
resulting primarily from a $210,000 increase in selling (Selling) expenses,
a $96,000 increase in Research and Development (R&D) expenses partially
offset by a $213,000 decease in General and Administrative (G&A) expenses.
The increase in Selling expenses for the first quarter of 2006 was
principally attributable to increased compensation costs, advertising and
promotion costs and travel-related expenses. The increase in R&D costs was
primarily related to prototype expenses, new product testing costs, and
process enhancements. The decrease in G&A for the first quarter of 2006 was
primarily related to reduced compensation costs. Operating income in the
first quarter of 2006 decreased $366,000, or 11 percent, to $3.1 million
from $3.4 million in the first quarter of 2005. Operating income was 15.6
percent of revenues in the first quarter of 2006 compared to 18.3 percent
of revenues in the first quarter of 2005. The change in operating income
for the first quarter of 2006 as compared with the first quarter of 2005
was primarily attributable to the previously mentioned reduced gross profit
and the increased operating expenses.
Interest charges for the first quarter of 2006 were capitalized as part of
the construction costs for a new facility for a subsidiary, Halkey-Roberts
Corporation ("Halkey-Roberts"). Income tax expense for the first quarter of
2006 was $956,000 compared to income tax expense of $1.1 million for the
same period in the prior year. The effective tax rate for the first quarter
of 2006 was 31.2 percent compared with 32.9 percent for the first quarter
of 2005.
11
Liquidity and Capital Resources
At March 31, 2006, the Company had cash and cash equivalents of $189,000
compared with $525,000 at December 31, 2005. The Company had outstanding
borrowings of $6.8 million under its $25.0 million revolving credit
facility ("Credit Facility") at March 31, 2006 and $2.6 million at December
31, 2005. The increase in the outstanding balance under the Credit Facility
in the first three months of 2006 was primarily attributable to borrowings
to fund the construction of the new Halkey-Roberts facility. The Credit
Facility, which expires November 12, 2009, 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, 2006, the Company was in compliance with all financial
covenants.
As of March 31, 2006, the Company had working capital of $19.4 million,
including $189,000 in cash and cash equivalents. The $393,000 decrease in
working capital during the first three months of 2006 was primarily related
to an increase in accounts payable, a decrease in inventories and a
decrease in cash offset by an increase in accounts receivable. The increase
in accounts payable was primarily related to amounts due in connection with
the construction of the new Halkey-Roberts facility. The increase in
accounts receivable during the first three months of 2006 was primarily
related to the increase in revenues for the first quarter of 2006 as
compared to the fourth quarter of 2005. The decrease in inventories was
primarily attributable to increased revenues. Cash flows from operating
activities generated $3.6 million for the three months ended March 31, 2006
as compared to $1.0 million for the three months ended March 31, 2005.
Reductions of inventories and accounts payable increases were the primary
contributors to the 2006 improvements. During the first three months of
2006, the Company expended $7.3 million for the addition of property and
equipment. Of this amount, $5.6 million was expended for the construction
of the new Halkey-Roberts facility. The Company received net proceeds of
$462,000 from the exercise of employee stock options during the first three
months of 2006. During the first quarter of 2006, the Company repurchased
24,000 shares of its common stock for approximately $1.6 million and paid
dividends totaling $313,000 to its stockholders.
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.
Forward-looking statements contained herein involve numerous risks and
uncertainties, and there are a number of factors that could cause actual
results or future events to differ materially, including, but not limited
to, the following: changing economic, market and business conditions; acts
of war or terrorism; the effects of governmental regulation; the impact of
competition and new technologies; slower-than-anticipated introduction of
new products or implementation of marketing strategies; implementation of
new manufacturing processes or implementation of new information systems;
the Company's ability to protect its intellectual property; changes in the
prices of raw materials; changes in product mix; intellectual property and
product liability claims and product recalls; the ability to attract and
retain qualified personnel; the loss of, or any material reduction in sales
to, any significant customers; and problems in the relocation of the
Halkey-Roberts operations. 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.
12
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For the quarter ended March 31, 2006, the Company did not experience any
material changes in market risk exposures that affect the quantitative and
qualitative disclosures presented in the Company's 2005 Annual Report on
Form 10K.
Item 4. Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and its Chief Financial Officer, evaluated the Company's
disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2006. Based upon this evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that
the Company's disclosure controls and procedures are effective. There were
no changes in our internal control over financial reporting for the quarter
ended March 31, 2006 that have materially affected or are reasonably likely
to materially affect our internal control over financial reporting.
13
PART II
OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) During the first quarter of 2006, the Company repurchased the
following shares of the Company's common stock:
Total number
of shares
purchased as
part of Maximum number
Total publicly of shares that may
number of Average announced yet be purchased
shares price paid plan or under Plan or
purchased per share program Program (a)
----------- ------------ -------------- ------------------
January 1, 2006 -
January 31, 2006 24,000 $ 66.41 24,000 68,100
February 1, 2006 -
February 28, 2006 - - 68,100
March 1, 2006 -
March 31, 2006 - - 68,100
----------- ------------ -------------- ------------------
Total 24,000 $ 66.41 24,000 68,100
=========== ============ ============== ==================
(a) This program was announced in April 2000 and initially provided
authorization for up to 200,000 shares to be repurchased.
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
14
(b) Reports on Form 8-K
On February 15, 2006, the Company filed a report on Form 8-K with the
SEC regarding the public dissemination of a press release announcing
its financial results for the fourth quarter and year ended December
31, 2005 (Item 12).
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: May 8, 2006 /s/ Emile A. Battat
-----------------------
Emile A. Battat
Chairman, President and
Chief Executive Officer
Date: May 8, 2006 /s/ Jeffery Strickland
-----------------------
Jeffery Strickland
Vice President and
Chief Financial Officer
16