<PAGE>
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 JUNE 30, 1997 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 NUMBER)
Post Office Box 587, Arab, Alabama 35016
---------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (205) 586-1580
--------------
INDICATE BY CHECK MARK 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.
OUTSTANDING AT
CLASS JUNE 30, 1997
- --------------------------------------- --------------
COMMON STOCK, PAR VALUE $0.10 PER SHARE 3,205,954 SHARES
<PAGE>
PART I - FINANCIAL INFORMATION
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
1997 1996 1997 1996
------------ ----------- ---------- -----------
(In thousands, except per share data) (In thousands, except per share data)
<S> <C> <C> <C> <C>
REVENUES 8,138 5,204 16,083 8,277
COST OF GOODS SOLD 5,073 2,889 10,176 4,439
------------ ----------- ---------- -----------
GROSS PROFIT 3,065 2,315 5,907 3,838
------------ ----------- ---------- -----------
OPERATING EXPENSES:
Selling expense 542 415 1,103 718
General & administrative 1,846 1,528 3,636 2,803
------------ ----------- ---------- -----------
2,388 1,943 4,739 3,521
------------ ----------- ---------- -----------
OPERATING INCOME 677 372 1,168 317
------------ ----------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest income (expense), net 35 (35) (93) 11
Other income 130 129 163 158
------------ ----------- ---------- -----------
165 94 70 169
------------ ----------- ---------- -----------
INCOME FROM CONTINUING OPERATIONS
BEFORE PROVISION FOR INCOME TAXES 842 466 1,238 486
PROVISION FOR INCOME TAXES 327 172 482 181
------------ ----------- ---------- -----------
INCOME FROM CONTINUING OPERATIONS 515 294 756 305
INCOME FROM DISCONTINUED
OPERATIONS, NET OF INCOME TAXES 550 1,153 1,941 3,241
GAIN ON DISPOSAL OF DISCONTINUED
OPERATIONS, NET OF INCOME TAXES 17,002 --- 17,002 ---
------------ ----------- ---------- -----------
NET INCOME $ 18,067 1,447 $ 19,699 3,546
============ =========== ========== ===========
EARNINGS PER SHARE:
Continuing operations $ 0.16 0.09 $ 0.24 0.10
Discontinued operations 0.17 0.36 0.60 1.02
Gain on disposal of discontinued operations 5.30 --- 5.29 ---
------------ ----------- ---------- -----------
$ 5.63 0.45 $ 6.13 1.12
============ =========== ========== ===========
DIVIDENDS PER SHARE $ 0.20 0.20 $ 0.40 0.40
============ =========== ========== ===========
AVERAGE SHARES OUTSTANDING 3,206,674 3,180,314 3,211,005 3,180,006
============ =========== ========== ===========
The accompanying notes to consolidated financial statements are an integral part of these statements.
2
</TABLE>
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---------- -----------
(In thousands)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 32,980 $ 144
Accounts receivable 4,155 3,658
Inventories 3,966 3,712
Prepaid expenses and other 568 486
---------- -----------
41,669 8,000
---------- -----------
PROPERTY, PLANT AND EQUIPMENT:
Original cost 14,559 13,932
Less - accumulated depreciation and amortization 1,835 1,252
---------- -----------
12,724 12,680
---------- -----------
DEFERRED CHARGES:
Patents 4,846 5,066
Goodwill 6,067 6,198
Other 2,303 795
---------- -----------
13,216 12,059
---------- -----------
NET ASSETS OF DISCONTINUED OPERATIONS (31) 12,694
---------- -----------
$ 67,578 $ 45,433
========== ===========
(Continued)
The accompanying notes to consolidated financial statements are an integral part of these statements.
3
</TABLE>
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- -----------
(In thousands)
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 953 $ 703
Accounts payable and accrued liabilities 6,709 2,944
----------- -----------
7,662 3,647
----------- -----------
LONG-TERM DEBT, LESS CURRENT MATURITIES 304 6,313
----------- -----------
OTHER NON-CURRENT LIABILITIES 6,895 1,055
----------- -----------
STOCKHOLDERS' EQUITY
Common shares, par value $0.10 per share; authorized
10,000,000 shares, issued 3,420,000 shares 342 342
Paid-in capital 6,215 6,204
Retained earnings 47,865 29,451
Treasury shares, at cost (1,705) (1,579)
----------- -----------
Total stockholders' equity 52,717 34,418
----------- -----------
$ 67,578 $ 45,433
========== ==========
The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
4
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------
1997 1996
----------- ------------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 19,699 $ 3,546
Adjustments to reconcile net income to net cash
provided by operating activities:
Income from discontinued operations (1,941) (3,241)
Gain on disposal of discontinued operations (17,002) ---
Depreciation and amortization 955 867
Deferred income taxes 31 169
Other (182) (504)
--------- -----------
1,560 837
Change in current assets and liabilities:
(Increase) in accounts receivable (497) (1,033)
(Increase) in other current assets (336) (167)
Increase (decrease) in accounts payable (23) 132
Increase (decrease) in other current liabilities 505 (62)
--------- -----------
Net cash provided by continuing operations 1,209 (293)
Net cash provided by discontinued operations 379 5,298
--------- -----------
1,588 5,005
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment additions - continuing operations (646) (1,465)
Property, plant and equipment additions - discontinued operations (78) (22)
Acquisition of subsidiary --- (11,650)
Proceeds from disposal of discontinued operations 39,373 ---
Other 8 ---
--------- -----------
38,657 (13,137)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in long-term indebtedness (6,009) 9,894
Cash dividends paid (1,284) (1,272)
Issuance of common stock 10 17
Repurchase of common stock (126) ---
--------- -----------
(7,409) 8,639
Net increase in cash and cash equivalents 32,836 507
Cash and cash equivalents, beginning of period 144 2,811
--------- -----------
Cash and cash equivalents, end of period $ 32,980 $ 3,318
========= ===========
Cash paid for:
Interest (net of capitalized amounts) $ 251 $ 110
Income taxes (net of refunds) 2,015 1,844
The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
5
<PAGE>
ATRION CORPORATION
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 1996 Annual Report on Form 10-K.
2. CHANGE OF DOMICILE
Atrion Corporation was incorporated in 1996 and is successor to the former
ATRION Corporation as a result of a merger to change the state of incorporation
of ATRION Corporation from Alabama to Delaware. The predecessor corporation was
formerly known as "AlaTenn Resources, Inc."
3. SALE OF NATURAL GAS SUBSIDIARIES - DISCONTINUED OPERATIONS
On May 30, 1997, the Company completed the sale of all of the issued and
outstanding shares of common stock of Alabama-Tennessee Natural Gas Company,
Tennessee River Intrastate Gas Company, Inc. and AlaTenn Energy Marketing
Company, Inc., Alabama corporations hereinafter referred to as the "Natural Gas
Subsidiaries," to Midcoast Energy Resources, Inc. (Midcoast), a Nevada
corporation, pursuant to the terms of an Asset Purchase Agreement dated March
19, 1997 (the "Asset Purchase Agreement"), between the Company and Midcoast.
The Natural Gas Subsidiaries comprised substantially all of the Company"s
natural gas operations and their assets include approximately 327 miles of
natural gas pipelines and related facilities.
In consideration for the common stock of the Natural Gas Subsidiaries, Midcoast
paid to the Company cash in the amount of $39,373,000 on May 30, 1997. Such
amount is subject to adjustment depending upon the final determination of the
consolidated net book value of the Natural Gas Subsidiaries as of May 29, 1997.
In addition, certain annual contingent deferred payments of up to $250,000 per
year
6
<PAGE>
are to be paid by Midcoast to the Company over an eight-year period beginning in
1999, with the amount paid each year to be dependent upon revenues received by
Midcoast from certain gas transportation contracts. Preliminary computations by
the Company of the consolidated net book value of the Natural Gas Subsidiaries
as of May 29, 1997 indicate the Company is obligated to pay Midcoast
approximately $1.2 million as a post-closing adjustment in the third quarter of
1997. The Company's post-closing payment computation is subject to review by
Midcoast and resolution of Midcoast's objections to such computation, which has
not yet been completed.
The financial statements presented herein treat the Company's natural gas
operations as discontinued operations for all periods presented, and,
accordingly, all financial statements for prior periods have been adjusted and
restated to remove the natural gas operations from continuing operations. The
financial statements also reflect an after-tax gain on disposal of discontinued
operations of $17 million in the second quarter of 1997 based upon the sale of
the Natural Gas Subsidiaries as described above. This gain takes into account
the $1.2 million post-closing adjustment due to Midcoast outlined above.
Discontinued operations also include the Company's remaining two small natural
gas subsidiaries. These two subsidiaries reached an agreement on July 28, 1997
with their sole customer to sell substantially all of their assets to such
customer for $470,000. This transaction is subject to certain regulatory
approvals and is currently expected to be completed during the second half of
1997.
4. PURCHASE OF HALKEY-ROBERTS CORPORATION
On May 21, 1996, the Company purchased all the outstanding capital stock of HRC
Acquisition Holding Corp., a Delaware corporation which, in turn, owned all of
the outstanding capital stock of Halkey-Roberts Corporation, a Florida
corporation (Halkey-Roberts), pursuant to the terms of a Stock Purchase
Agreement, dated the same date, between the Company and Fenway Holdings, L.L.C.
The Company paid Fenway a total of $11,650,000 in cash under the Stock Purchase
Agreement. This acquisition was accounted for using the purchase method of
accounting, and, accordingly, the results from Halkey-Roberts' operations prior
to the acquisition date have not been included in the Companys financial
statements for the 1996 periods.
The following table presents unaudited consolidated selected financial data on a
pro forma basis assuming the purchase of Halkey-Roberts had occurred as of
January 1, 1996. The unaudited consolidated pro forma data reflect certain
assumptions which are based on estimates. The unaudited consolidated pro forma
combined results presented have been prepared for comparative purposes only and
are not
7
<PAGE>
necessarily indicative of actual results that would have been achieved
had the acquisition occurred at the beginning of the periods presented, or of
future results.
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Revenues from continuing operations (000) $ 8,138 $7,392
- -------------------------------------------------------------------------------
Net Income (000) $18,067 $1,549
- -------------------------------------------------------------------------------
Net Income Per Share $ 5.63 $ 0.49
- -------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Revenues from continuing operations (000) $16,083 $14,341
- --------------------------------------------------------------------------------
Net Income (000) $19,699 $ 3,788
- --------------------------------------------------------------------------------
Net Income Per Share $ 6.13 $ 1.19
</TABLE>
For further information regarding the acquisition of Halkey-Roberts, refer to
the Company's 8-K Report, filed with the Securities and Exchange Commission on
June 5, 1996, as amended on August 5, 1996.
5. STOCK SPLIT
On November 7, 1996, the Board of Directors authorized a three-for-two stock
split to be effected in the form of a stock dividend of one share for every two
shares of common stock outstanding. The stock dividend was paid on December 2,
1996 to stockholders of record on November 20, 1996. All references in the
consolidated financial statements to shares and per share amounts have been
restated to reflect the three-for-two stock split for all periods presented.
8
<PAGE>
ATRION CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1997
The Company's consolidated net income from continuing operations for the quarter
ended June 30, 1997 was $515,000, or $.16 per share, compared with $294,000, or
$.09 per share, for the second quarter of 1996. The earnings per share
computations are based on shares outstanding of 3,206,674 in 1997 and 3,180,314
in 1996 (after adjustment to reflect the three-for-two stock split effected in
December 1996).
Consolidated revenues of $8.1 million from continuing operations for the second
quarter of 1997 were $2.9 million or 56% higher than revenues of $5.2 million
for the second quarter of 1996. The increase in revenues in the second quarter
of 1997, compared to the same period in the prior year, was the result of the
inclusion of the operations of Halkey-Roberts Corporation (Halkey-Roberts) for
the full quarter in 1997 compared with only a forty-day period after its
acquisition in the second quarter of 1996. Gross profit of $3.1 million in the
second quarter of 1997 was $.7 million or 32% higher than that in the comparable
period in 1996 primarily due to the inclusion of the operations of Halkey-
Roberts in the current-year period. The gross profit percentage in the second
quarter of 1997 of 38% was lower than the gross profit percentage in the second
quarter of 1996 of 44% due to the inclusion of the operations of Halkey-Roberts
which have a lower gross profit percentage on sales than the Company's remaining
operations.
The Company's selling, general and administrative expenses of $2.4 million for
the second quarter of 1997 were $.4 million higher than in the second quarter of
1996. This increase was primarily attributable to the inclusion in 1997 of the
operating expenses related to Halkey-Roberts. Operating income in the second
quarter of 1997 totaled $677,000 compared with $372,000 in 1996.
Net interest income of $35,000 in the second quarter of 1997 compares with
$35,000 of net interest expense in the second quarter of 1996. The interest
income amount in 1997 reflects interest earned on the proceeds from the sale of
the Natural Gas Subsidiaries for one month net of interest expense for the
quarter. Other income in the second quarter of 1997 of $130,000 was about the
same as in 1996 and included certain one-time gains in both periods.
9
<PAGE>
Income tax expense in the second quarter of 1997 was $155,000 more than in the
comparable period in the prior year due to the increase in income in the current
period.
The Company recorded income from discontinued operations in the second quarter
of 1997 of $550,000, or $.17 per share, compared with $1,153,000, or $.36 per
share, for the second quarter of 1996. The Company also recorded a gain on
disposal of discontinued operations relating to the sale of the Natural Gas
Subsidiaries of $17 million, or $5.30 per share, in the second quarter of 1997.
RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1997
The Company's consolidated net income from continuing operations for the six
months ended June 30, 1997 was $756,000, or $.24 per share, compared with
$305,000, or $.10 per share, for the first six months of 1996. The earnings per
share computations are based on shares outstanding of 3,211,005 in 1997 and
3,180,006 in 1996 (after adjustment to reflect the three-for-two stock split
effected in December 1996).
Consolidated revenues of $16.1 million from continuing operations for the first
six months of 1997 were $7.8 million or 94% higher than revenues of $8.3 million
for the first six months of 1996. The increase in revenues in the first six
months of 1997, compared to the same period in the prior year, was the result of
the inclusion of the operations of Halkey-Roberts for the full six month period
in 1997 compared with only a forty-day period after its acquisition in the
second quarter of 1996. Gross profit of $5.9 million in the first six months of
1997 was $2.1 million or 54% higher than that in the comparable period in 1996
primarily due to the inclusion of the operations of Halkey-Roberts in the
current year period. The gross profit percentage in the first six months of 1997
of 37% was lower than the gross profit percentage for the first six months of
1996 of 46% due to the inclusion of the operations of Halkey-Roberts which have
a lower gross profit percentage on sales than the Company's remaining
operations.
The Company's selling, general and administrative expenses of $4.7 million for
the first six months of 1997 were $1.2 million higher than in the first six
months of 1996. This increase was primarily attributable to the inclusion in
1997 of the operating expenses related to Halkey-Roberts. Operating income in
the first six months of 1997 totaled $1,168,000 compared with $317,000 in 1996.
Net interest expense of $93,000 in the first six months of 1997 compares with
$11,000 of net interest income in the first six months of 1996. The net
interest
10
<PAGE>
expense in 1997 reflects interest expense for the six-month period partially
offset by interest earned for one month on the proceeds from the sale of the
Natural Gas Subsidiaries. Other income in the first six months of 1997 of
$163,000 was about the same as in 1996 and included certain one-time gains in
both periods.
Income tax expense in the first six months of 1997 was $301,000 more than in the
comparable period in the prior year due to the increase in income in the current
period.
The Company recorded income from discontinued operations in the first six months
of 1997 of $1,941,000, or $.60 per share, compared with $3,241,000, or $1.02
per share, for the first six months of 1996.
LIQUIDITY AND CAPITAL RESOURCES
During the second quarter of 1997, the Company repaid all borrowings under its
$20.0 million revolving loan facility with a regional bank (the Credit
Agreement) with the proceeds from the sale of the Natural Gas Subsidiaries.
Other remaining long-term debt, including current maturities, was $1.2 million
at June 30, 1997. At June 30, 1997, the Company had cash and cash equivalents
of $33 million compared with $.1 million at December 31, 1996. In accordance
with the terms of the Credit Agreement, the Company has requested an option to
extend the terms of its $20.0 million line of credit until April 20, 1998. The
bank's approval of the option to extend is conditioned upon adjustments to
certain of the debt covenants set forth in the Credit Agreement. The Company
and the bank have reached an agreement in principle regarding such covenants,
and revisions to the Credit Agreement and related documents are being prepared.
The Company believes that existing cash and cash equivalents, cash flows from
operations, borrowings under the Company's Credit Agreement and other equity or
debt financing, which the Company believes would be available, will be
sufficient to fund operations and budgeted capital expenditures over the next
two years.
It is the Company's intent to use its existing cash and cash equivalents to make
acquisitions in the medical products industry. Although existing cash and cash
equivalents are substantial, the size and number of acquisitions which can be
effected with such funds are limited, and it may be necessary for the Company to
obtain additional funds by incurring from time to time additional short-term or
long-term indebtedness or by issuing, in public or private transactions, equity
11
<PAGE>
or debt securities. The availability and terms of such financing will depend on
market and other conditions. There can be no assurance that additional financing
will be available on terms acceptable to the Company. Pending an acquisition or
business combination, cash is being invested in short-term instruments
including, but not limited to, money-market accounts, bonds, and United States
Government and municipal securities.
In March 1997 the Company's Board of Directors determined that the quarterly
dividend commencing with the dividend payable on September 1, 1997 will be paid
at the rate of $.10 per share rather than at the previous rate of $.20 per
share.
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 will be achieved. Such statements include, but are not limited
to, the Company's expectations regarding liquidity and capital resources and use
of proceeds from the sale described herein. Words such as "anticipates,"
"believes," "intends," "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 that could cause actual results to differ materially, including,
but not limited to, the effect of changing economic conditions, business
conditions and growth in the medical products industry, and accurately
forecasting capital expenditures. In addition, the Company's future results of
operations and financial conditions described in the description of the
Company's business, operations and financial condition may be adversely impacted
by various factors. Assumptions relating to budgeting, marketing, product
development and other management decisions are subjective in many respects and
thus susceptible to interpretations and periodic impact which may cause the
Company to alter its marketing, capital expenditures or other budgets, which in
turn may affect the Company's financial position and results of operations.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As a result of the sale of the Natural Gas Subsidiaries, the Company and its
subsidiaries are no longer party to any of the legal proceedings reported in the
Company's Form 10-K for the year ended December 31, 1996.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the annual meeting of the stockholders held on May 29, 1997, the stockholders
voted to approve the sale of the Natural Gas Subsidiaries, with 2,267,524 shares
voted for the approval of the sale, 203,799 shares voted against the sale,
62,341 abstentions and 420,056 broker non-votes. At such meeting, the Company's
stockholders also voted to approve the Company's 1997 Stock Incentive Plan, with
1,878,865 shares voted for the approval of the Plan, 549,779 shares voted
against the Plan, 104,680 abstentions and 420,396 broker non-votes. At such
meeting, the Company's stockholders also ratified the Board of Director's
appointment of Arthur Andersen LLP as independent accountants with 2,906,124
shares voted for ratification, 18,684 shares voted against, 26,436 abstentions
and 2,476 broker non-votes. The voting with respect to the nominees for
election as directors was as follows:
<TABLE>
<CAPTION>
NOMINEE VOTES FOR VOTES WITHHELD
<S> <C> <C>
Richard O. Jacobson 2,624,272 329,448
Jerome J. McGrath 2,622,078 331,642
Hugh J. Morgan, Jr. 2,622,678 331,042
</TABLE>
The terms of the following directors continued after the meeting: Emile A.
Battat, Jerry A. Howard, John H.P. Maley, J. Kenneth Smith, Roger F. Stebbing
and John P. Stupp, Jr.
ITEM 5. OTHER INFORMATION.
None.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit 27 Financial Data Schedules (Filed electronically only)
(b) Reports on Form 8-K
A Form 8-K reporting the Sale of the Natural Gas Subsidiaries to Midcoast was
filed on June 16, 1997.
14
<PAGE>
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: August 14, 1997 s/s Jerry A. Howard
----------------------------
Jerry A. Howard
Chairman, President
& Chief Executive Officer
Date: August 14, 1997 s/s Jeffery Strickland
----------------------------
Jeffery Strickland
Vice President
& Chief Financial Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 32,980
<SECURITIES> 0
<RECEIVABLES> 4,155
<ALLOWANCES> 0
<INVENTORY> 3,966
<CURRENT-ASSETS> 41,669
<PP&E> 14,559
<DEPRECIATION> 1,835
<TOTAL-ASSETS> 67,578
<CURRENT-LIABILITIES> 7,662
<BONDS> 304
0
0
<COMMON> 342
<OTHER-SE> 52,375
<TOTAL-LIABILITY-AND-EQUITY> 67,578
<SALES> 16,083
<TOTAL-REVENUES> 16,083
<CGS> 10,176
<TOTAL-COSTS> 10,176
<OTHER-EXPENSES> 4,739
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 93
<INCOME-PRETAX> 1,238
<INCOME-TAX> 482
<INCOME-CONTINUING> 756
<DISCONTINUED> 18,943
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,699
<EPS-PRIMARY> 6.13
<EPS-DILUTED> 6.13
</TABLE>
