Atrion Announces Plans for Issuer Tender Offer and Reports Fourth Quarter and Full Year Results from Continuing Operations.Business Editors/Health/Medical Writers ALLEN Al·len , Edgar 1892-1943. American anatomist who is noted for his studies of hormones and for the discovery (1923) of estrogen. , Texas--(BUSINESS WIRE)--Feb. 27, 2003 Diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the up 46% for the quarter and 16% for the year Atrion Corporation (Nasdaq/NM:ATRI) announced today that its Board of Directors has approved an issuer tender offer to purchase for cash up to 350,000 shares of its issued and outstanding common stock, par value $.10 per share, at a price of $23.00 per share. The Company plans to commence the tender offer promptly prompt adj. prompt·er, prompt·est 1. Being on time; punctual. 2. Carried out or performed without delay: a prompt reply. tr.v. after filing its Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December December: see month. 31, 2002, which filing is expected to occur on or about March 17. The Company today announced higher revenues and earnings per share from continuing operations for the year ended December 31, 2002. Revenues for the full year of 2002 increased 3% to $59,533,000 from $57,605,000 in 2001. Income from continuing operations in 2002 of $2.18 per diluted share was 16% higher than the 2001 results of $1.88 per diluted share. The 2002 results are subject to completion of the Company's audit by its independent auditors Independent Auditor An external auditor with a certified public accounting designation that qualifies him or her to provide an auditor's report. Notes: These auditors aren't affiliated with the company being audited. . Commenting on the Company's results, Emile A. Battat, Chairman, said "For the year, I am pleased that we more than met our financial objective of a 15% growth in diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of from continuing operations despite the small increase in revenue. In fact, this measure of growth would increase to 24% over the prior year if 2001's gain from the sale of a patent were excluded. Most of our major product lines experienced meaningful growth in 2002. However, a decline in sales of our contact lens contact lens, thin plastic lens worn between the eye and eyelid that may be used instead of eyeglasses. Actors, models, and others wear them for appearance, and athletes use them for safety and convenience. disinfection disinfection, n the process of destroying pathogenic organisms or rendering them inert. disinfection, full oral cavity, n a procedure used to reduce active periodontal disease, usually completed within a certain short time frame. cases in the second and third quarters materially offset the sales growth in our other product lines. Cost control, elimination of goodwill amortization and a smaller number of outstanding shares for the year contributed significantly to our achieving our earnings per share from continuing operations growth objective." Atrion's revenues for the fourth quarter increased 21% to $15,271,000 compared with $12,607,000 in the same period in 2001. On a diluted per share basis, income from continuing operations for the 2002 period increased 46% to $.57 from $.39 in the fourth quarter of 2001. Additionally, Mr. Battat said, "Sales in the last quarter of 2002 were the highest for any reporting period for the year. This reflected improvements in most of our major product lines including the sales of our contact lens disinfection cases. Changes from the same quarter in 2001 are accentuated by the fact that the 2001 period was the weakest quarter of that year, following the events of September September: see month. 11, 2001." Atrion Corporation designs, develops, manufactures, sells and distributes products and components primarily to medical markets worldwide. This press release is neither an offer to purchase nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell any shares of the Company's common stock. At the time the tender offer is commenced, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission. The Tender Offer Statement (including an offering circular Offering Circular An abbreviated prospectus for a new security listing. Delivered to individuals and brokerage houses, these documents are issued to arouse interest in the new issue. Notes: An offering circular allows investors to access information regarding a new issue. , a related letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and other offer documents) will contain important information that should be read carefully before any decision is made with respect to the offer. The offer to purchase and related materials will be sent to stockholders of the Company at no expense to them. The Tender Offer Statement (including the offering circular, the related letter of transmittal and all other offer documents filed with the Securities and Exchange Commission) will also be available at no charge at the Securities and Exchange Commission's website at http://www.sec.gov See .gov and GovNet. (networking) gov - The top-level domain for US government bodies. .
ATRION CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Three Months Ended Twelve Months Ended
December 31 December 31
---------------------- -------------------
2002 2001 2002 2001
---------- ----------- ---------- --------
Revenues $15,271 $12,607 $59,533 $57,605
Cost of Goods sold 10,532 7,913 39,236 35,777
---------- ----------- ---------- --------
Gross profit 4,739 4,694 20,297 21,828
Operating Expenses 3,297 3,533 14,515 16,008
---------- ----------- ---------- --------
Operating income 1,442 1,161 5,782 5,820
Interest expense, net (67) (6) (354) (223)
Other income (expense),
net 57 32 40 468
---------- ----------- ---------- --------
Income before income
taxes 1,432 1,187 5,468 6,065
Income tax provision 401 274 1,403 1,803
---------- ----------- ---------- --------
Income from continuing
operations $1,031 $913 $4,065 $4,262
========== =========== ========== ========
Earnings per basic share
from continuing
operations $ .60 $ .44 $ 2.37 $2.10
========== =========== ========== ========
Weighed average basic
shares outstanding 1,709 2,067 1,711 2,033
========== =========== ========== ========
Earnings per diluted share
from continuing
operations $ .57 $ .39 $ 2.18 $1.88
========== =========== ========== ========
Weighted average diluted
shares outstanding 1,816 2,325 1,863 2,272
========== =========== ========== ========
ATRION CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands)
Dec. 31, Dec. 31,
ASSETS 2002 2001
--------------- -----------
Current assets
Cash and cash equivalents $353 $542
Accounts receivable 6,721 7,559
Inventories 10,311 11,114
Prepaid expenses 2,273 1,463
Deferred income taxes 1,018 1,268
--------------- -----------
Total current assets 20,676 21,946
Property, plant and equipment, net 24,450 25,378
Other assets 15,681 18,231
--------------- -----------
$60,807 $65,555
=============== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $5,889 $5,446
Long-term debt 10,337 17,125
Other non-current liabilities 2,890 3,809
Stockholders' equity 41,691 39,175
--------------- -----------
$60,807 $65,555
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