<PAGE> 1
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, 1998
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 NO. 1-9776
UNITED STATES SURGICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-2518270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 GLOVER AVENUE, NORWALK, CONNECTICUT 06856
(Address of principal executive offices) (Zip Code)
(203) 845-1000
(Registrant's telephone number, including area code)
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
--- ---
Number of shares of Common Stock,
par value $.10 per share,
outstanding at March 31, 1998 76,658,350 Shares
<PAGE> 2
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
INDEX
PART I-FINANCIAL INFORMATION PAGE
Financial Statements:
Consolidated Balance Sheets at March 31, 1998 (Unaudited) and
December 31, 1997..................................................... 3
Consolidated Statements of Operations (Unaudited) for the Three Months
Ended March 31, 1998 and 1997......................................... 4
Consolidated Statements of Comprehensive Income (Condensed) (Unaudited)
for the Three Months Ended March 31, 1998 and 1997.................... 5
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
for the Three Months Ended March 31, 1998 and 1997.................... 6
Consolidated Statements of Cash Flows (Unaudited) for the Three Months
Ended March 31, 1998 and 1997......................................... 7
Notes to Consolidated Financial Statements (Unaudited)................ 8-9
Review by Independent Accountants..................................... 10
Independent Accountants' Report and Letter............................ 11
Management's Discussion and Analysis of Interim Financial Condition
and Results of Operations.............................................12-15
PART II-OTHER INFORMATION
Legal Proceedings..................................................... 16
Exhibits and Reports on Form 8-K...................................... 17
Signature............................................................. 17
-2-
<PAGE> 3
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
In thousands, except share data 1998 1997
----------- -----------
<S> <C> <C>
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents ................................................... $ 11,900 $ 18,300
Receivables, less allowance ($9,900 March 31, 1998 and
$10,800 December 31, 1997) ............................................... 399,000 355,900
Inventories:
Finished goods ............................................................ 173,900 145,500
Work in process ........................................................... 32,600 24,800
Raw materials ............................................................. 54,400 38,400
----------- -----------
260,900 208,700
Other current assets ........................................................ 92,300 94,100
----------- -----------
Total Current Assets .................................................... 764,100 677,000
----------- -----------
Property, plant, and equipment at cost ......................................... 796,200 717,000
Less: Allowance for depreciation and amortization ............................. (334,800) (295,800)
----------- -----------
461,400 421,200
Other assets (net) ............................................................. 983,500 627,800
----------- -----------
Total Assets ............................................................ $ 2,209,000 $ 1,726,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................ $ 43,000 $ 32,800
Accrued liabilities ......................................................... 189,600 210,000
Income taxes payable ........................................................ 65,200 64,900
Current portion of long-term debt ........................................... 5,400 4,800
----------- -----------
Total Current Liabilities ............................................... 303,200 312,500
Long-term debt ................................................................. 582,100 131,300
Deferred income taxes .......................................................... 30,000 25,300
Stockholders' equity:
Preferred stock $5.00 par value, authorized 2,000,000 shares;
none issued or outstanding
Common stock $.10 par value, authorized 250,000,000 shares issued, 83,663,763
at March 31, 1998 and 82,898,473 at December 31, 1997 ..................... 8,400 8,300
Additional paid-in capital - common stock ................................... 992,900 973,600
Retained earnings ........................................................... 417,700 395,800
Treasury stock at cost; 7,005,413 shares at March 31, 1998
and 7,015,207 shares at December 31, 1997 ................................. (96,700) (96,800)
Accumulated translation adjustments, etc .................................... (34,700) (28,300)
Unrealized gain on marketable securities .................................... 6,100 4,300
----------- -----------
Total Stockholders' Equity .............................................. 1,293,700 1,256,900
----------- -----------
Total Liabilities and Stockholders' Equity .............................. $ 2,209,000 $ 1,726,000
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
-3-
<PAGE> 4
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
In thousands, except per share data 1998 1997
-------- --------
<S> <C> <C>
Net sales .................................... $317,300 $284,600
-------- --------
Costs and expenses:
Cost of products sold ..................... 128,600 113,900
Research and development .................. 23,400 16,600
Selling, general and administrative ....... 124,000 112,700
Interest - net ............................ 6,600 100
-------- --------
282,600 243,300
-------- --------
Income before income taxes ................... 34,700 41,300
Income taxes ................................. 9,700 11,600
-------- --------
Net income ................................... 25,000 29,700
Preferred stock dividends .................... -- 4,700
-------- --------
Net income applicable to common shares ....... $ 25,000 $ 25,000
======== ========
Average number of basic common shares
outstanding ............................... 76,400 64,700
======== ========
Net income per basic common share ............ $ .33 $ .39
======== ========
Average number of diluted common shares
outstanding ............................... 77,800 66,600
======== ========
Net income per diluted common share .......... $ .32 $ .38
======== ========
Dividends paid per common share .............. $ .04 $ .04
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
-4-
<PAGE> 5
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(CONDENSED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
In thousands 1998 1997
-------- --------
<S> <C> <C>
Net income ................................... $ 25,000 $ 29,700
Other comprehensive loss net of 28 % tax ..... (2,800) (12,700)
-------- --------
Comprehensive income ......................... $ 22,200 $ 17,000
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
-5-
<PAGE> 6
Form 10-Q
March 31, 1998
United States Surgical Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
For the three months ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Additional Additional
Paid-in Paid-in
Preferred Capital - Common Capital - Retained Treasury
Dollars In thousands, except share data Stock Preferred Stock Common Earnings Stock
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1997 .................. $ 900 $ 190,600 $ 7,100 $ 623,900 $ 318,000 $ (86,400)
Conversion of Series A convertible preferred
stock ..................................... (100) (24,900) 19,100 5,900
Common stock issued for acquisitions
(293,048 shares) .......................... 11,400
Common stock issued to employees -
net (1,519,261 shares) ..................... 200 35,000 (16,800)
Aggregate adjustment resulting from the
translation of foreign financial statements
Preferred stock dividends ................... (4,700)
Common stock dividends declared
($.04 per share) .......................... (2,500)
Unrealized loss on marketable securities ....
Net income .................................. 29,700
---------- ---------- ---------- ---------- ---------- ----------
BALANCE AT MARCH 31, 1997 ................... $ 800 $ 165,700 $ 7,300 $ 689,400 $ 340,500 $ (97,300)
========== ========== ========== ========== ========== ==========
BALANCE AT JANUARY 1, 1998 .................. $ -- $ -- $ 8,300 $ 973,600 $ 395,800 $ (96,800)
Common stock issued to employees -
net (638,957 shares) ...................... 100 13,300 100
Common stock issued for acquisitions
(136,127 shares) .......................... 4,300
Aggregate adjustment resulting from the
translation of foreign financial statements
Common stock dividends declared
($.04 per share) .......................... (3,100)
Income tax benefit from stock options
exercised ................................. 1,700
Unrealized gain on marketable securities ....
Net income .................................. 25,000
---------- ---------- ---------- ---------- ---------- ----------
BALANCE AT MARCH 31, 1998 ................... $ $ $ 8,400 $ 992,900 $ 417,700 $ (96,700)
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Unrealized
Accumulated Gain (Loss) On
Translation Marketable
Dollars In thousands, except share data Adjustments, etc. Securities Total
---------- ---------- ----------
<S> <C> <C> <C>
BALANCE AT JANUARY 1, 1997 .................. $ (3,100) $ 2,800 $1,053,800
Conversion of Series A convertible preferred
stock ..................................... 0
Common stock issued for acquisitions
(293,048 shares) .......................... 11,400
Common stock issued to employees -
net (1,519,261 shares) ..................... 18,400
Aggregate adjustment resulting from the
translation of foreign financial statements (17,000) (17,000)
Preferred stock dividends ................... (4,700)
Common stock dividends declared
($.04 per share) .......................... (2,500)
Unrealized loss on marketable securities .... (400) (400)
Net income .................................. 29,700
---------- ---------- ----------
BALANCE AT MARCH 31, 1997 ................... $ (20,100) $ 2,400 $1,088,700
========== ========== ==========
BALANCE AT JANUARY 1, 1998 .................. $ (28,300) $ 4,300 $1,256,900
Common stock issued to employees -
net (638,957 shares) ...................... 13,500
Common stock issued for acquisitions
(136,127 shares) .......................... 4,300
Aggregate adjustment resulting from the
translation of foreign financial statements (6,400) (6,400)
Common stock dividends declared
($.04 per share) .......................... (3,100)
Income tax benefit from stock options
exercised ................................. 1,700
Unrealized gain on marketable securities .... 1,800 1,800
Net income .................................. 25,000
---------- ---------- ----------
BALANCE AT MARCH 31, 1998 ................... $ (34,700) $ 6,100 $1,293,700
========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
-6-
<PAGE> 7
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
In thousands 1998 1997
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers .......................................... $ 306,000 $ 263,500
Cash paid to vendors, suppliers and employees ......................... (289,200) (239,000)
Interest paid-net ..................................................... (6,600) (800)
Income tax refunds/(payments) ......................................... 3,000 (3,200)
----------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ............................. 13,200 20,500
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment ............................ (15,300) (15,100)
Advance - Progressive Angioplasty Systems ............................. -- (15,000)
Acquisition of Valleylab .............................................. (425,000) --
Other assets .......................................................... (32,300) (14,300)
----------- ---------
NET CASH USED IN INVESTING ACTIVITIES ................................. (472,600) (44,400)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt borrowings ............................................. 1,789,000 44,100
Long-term debt repayments ............................................. (1,633,000) (28,200)
Proceeds from issuance of senior notes-net ............................ 297,300 --
Issuance costs of senior notes and credit facilities .................. (8,000) --
Acquisition of common stock for treasury .............................. -- (4,100)
Common stock issued from stock plans .................................. 12,100 22,100
Dividends paid ........................................................ (3,100) (7,400)
----------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES ................................ 454,300 26,500
----------- ---------
Effect of exchange rate changes .......................................... (1,300) (400)
----------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ..................... (6,400) 2,200
Cash and cash equivalents, beginning of period ........................... 18,300 106,700
----------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ................................. $ 11,900 $ 108,900
=========== =========
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
NET INCOME ............................................................... $ 25,000 $ 29,700
----------- ---------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ........................................................ 16,100 16,100
Amortization ........................................................ 11,400 6,100
Adjustment of property, plant and equipment reserves ................ 100 800
Receivables -- (increase) ........................................... (12,400) (21,200)
Inventories -- (increase) ........................................... (18,500) (11,900)
Adjustment of inventory reserves .................................... 400 4,900
Other current assets (increase) ..................................... (9,800) (4,700)
Accounts payable/accrued liabilities -- (decrease) .................. (12,400) (9,400)
Income tax assets, payable and deferred -- decrease ................. 11,600 10,100
Income tax benefit from stock options exercised ..................... 1,700 0
----------- ---------
Total adjustments ..................................................... (11,800) (9,200)
----------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ................................ $ 13,200 $ 20,500
=========== =========
</TABLE>
See Notes to Consolidated Financial Statements
-7-
<PAGE> 8
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements for the
three-month periods ended March 31, 1998 and 1997 have been prepared in
accordance with the instructions to Form 10-Q. All adjustments which,
in the opinion of management, are necessary for a fair presentation of
the consolidated financial statements for the three-month periods ended
March 31, 1998 and 1997 have been reflected. All such adjustments are
of a normal recurring nature. It is suggested that the March 31, 1998
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31,
1997.
2. INCOME TAXES
The effective tax rate in 1998 of 28%, unchanged from 1997, exclusive
of the adjustment to the tax provision related to the 1997 IRS survey
for the years 1991 through 1993, reflects the expectation that for 1998
the Company will recognize tax benefits arising from the utilization of
the Company's Foreign Sales Corporation. As in 1997, the Company's
effective tax rate for 1998 continues to be beneficially impacted by
the availability of tax credits under Section 936 of the Internal
Revenue Code related to operations in Puerto Rico.
3. TENDER OFFER
The Company has extended its tender offer for all of the outstanding
Circon Corporation (Circon) common stock at a price of $16.50 per share
until July 16, 1998. The Company previously purchased 1,973,274 shares
of Circon common stock. These shares represent 14.9% of Circon's
outstanding common stock, the maximum amount of shares the Company can
purchase without triggering Circon's "poison pill". The Circon
Corporation common stock, along with other securities, are included in
Other assets. These available-for-sale securities have a fair value of
approximately $43 million and a cost of approximately $34 million at
March 31, 1998.
4. ACQUISITION
On January 30, 1998, the Company substantially completed its
acquisition of Valleylab, a division of Pfizer Inc., for $425 million
in a cash transaction. The acquisition was initially funded by a 364
day term loan facility with the Company's four lead banks. Subsequent
to the acquisition, during the first quarter, the Company refinanced a
significant portion of the term loan with a combination of the
Company's long-term credit facility and the issuance of $300 million
7.25% senior notes due March 2008, which are not redeemable prior to
maturity by the Company and require semi-annual interest payments. The
Company recorded tangible assets of $140 million and assumed
liabilities of $19 million in the transaction. The Company has recorded
intangible assets for patents ($34 million), with an amortization
period of 10 years, non-compete agreements ($8 million), with an
amortization period of 5 years, customer lists ($40 million) with an
amortization period of 30 years, trademarks ($15 million) with an
amortization period of 40 years, and goodwill ($207 million) with an
amortization period of 40 years as a result of the acquisition. All
intangibles will be amortized on a straight line basis. The Company has
included in its consolidated results of operations the operating
results of Valleylab subsequent to January 30, 1998, which was the date
of acquisition.
The above allocations and amount of purchase price consideration is
preliminary as certain aspects of the transaction, including a working
capital adjustment to the preliminary purchase price, and appraisals
have not yet been finalized. However, the Company does not expect the
final determination of the amount and the allocation of the purchase
price will materially alter the financial position and results of
operations of the Company.
-8-
<PAGE> 9
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Cont'd.)
The unaudited consolidated results of operations on a pro forma basis
assumes the transaction had occurred at the beginning of each period
presented below (dollars in thousands, except per share data):
<TABLE>
<CAPTION>
Three Months Ended
March 31,1998 March 31, 1997
------------- --------------
<S> <C> <C>
Net sales $ 334,500 $ 324,900
Net income applicable to common shares 23,000 22,500
Net income per basic common share $ .30 $ .35
Net income per diluted common share $ .30 $ .34
</TABLE>
5. ADOPTION OF FAS 130
The Company adopted Statement of Financial Accounting Standards No.
130, (SFAS 130), "Reporting Comprehensive Income" during the first
quarter of 1998, as required. SFAS 130 establishes standards for
reporting and displaying comprehensive income and its components in a
set of financial statements.
Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and
circumstances from non-owner sources. Presently, the components of
comprehensive income for the Company are foreign currency translation
adjustments, gains and losses on foreign currency transactions that are
designated as, and are effective as economic hedges of a net investment
in a foreign entity commencing as of the date of designation, gains and
losses on intercompany foreign exchange transactions that are long-term
in nature (losses of $12.3 million for 1997 and $4.6 million for 1998),
and unrealized holding gains on available for sale securities (a loss
of $.4 million for 1997 and a gain of $1.8 million for 1998).
-9-
<PAGE> 10
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
REVIEW BY INDEPENDENT ACCOUNTANTS
The March 31, 1998 and 1997 consolidated financial statements included in this
Quarterly Report on Form 10-Q have been reviewed by Deloitte & Touche LLP, in
accordance with established professional standards and procedures for such a
review. In addition, the December 31, 1997 consolidated balance sheet was
audited by Deloitte & Touche LLP, in accordance with generally accepted auditing
standards.
-10-
<PAGE> 11
Form 10-Q
March 31, 1998
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholders
UNITED STATES SURGICAL CORPORATION
We have reviewed the accompanying consolidated balance sheet of United States
Surgical Corporation and subsidiaries as of March 31, 1998, and the related
consolidated statements of operations, comprehensive income (condensed), changes
in stockholders' equity, and cash flows for the three month periods ended March
31, 1998 and 1997. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion. Based on our review, we
are not aware of any material modifications that should be made to such
consolidated financial statements for them to be in conformity with generally
accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of United States Surgical Corporation
and subsidiaries as of December 31, 1997, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
the year then ended (not presented herein); and in our report dated January 20,
1998 we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
consolidated balance sheet as of December 31, 1997 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
DELOITTE & TOUCHE LLP
STAMFORD, CONNECTICUT
APRIL 22, 1998
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
United States Surgical Corporation
150 Glover Avenue
Norwalk, CT 06856
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim consolidated
financial information of United States Surgical Corporation and subsidiaries for
the periods ended March 31, 1998 and 1997, as indicated in our report dated
April 22, 1998; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 is
incorporated by reference in Registration Statement Nos. 33-53297, 33-59729,
333-23677, 333-27591, 333-39051, 333-34075, and 333-46239 on Form S-3.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
STAMFORD, CONNECTICUT
APRIL 22, 1998
-11-
<PAGE> 12
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
In the first quarter of 1998 the Company attained sales of $317 million compared
with sales of $285 million in the first quarter of 1997. Sales increased 11% in
the first quarter of 1998 in comparison to the corresponding period in 1997.
Net income and net income per common share in the first quarter of 1998 were $25
million and $.33 per basic common share, respectively, as compared to 1997 first
quarter net income and net income per basic common share of $30 million and $.39
(after preferred dividends of $5 million), respectively. The Company's net
income and basic earnings per share would have been $26 million and $.34 per
basic common share, respectively, except for certain purchase accounting
adjustments relating to inventory acquired as part of the Valleylab acquisition
(see Note 4 of Notes to Consolidated Financial Statements). Acquisitions by USSC
since March 31, 1997 had a dilutive effect of $.05 per basic common share in the
first quarter 1998. The effects of changes in foreign currency exchange rates on
the consolidated results of operations was to decrease net income by $9 million
in the first quarter of 1998 in comparison to the corresponding period in 1997.
The following table analyzes the increase in sales in the first quarter of 1998
compared with the corresponding period in 1997:
<TABLE>
<CAPTION>
Three Months Ended
In millions March 31, 1998
- ----------- --------------
<S> <C>
Composition of Sales Increase:
Sales volume increases $11.9
Sales of companies acquired
subsequent to March 31, 1997 40.4
Net price changes (8.6)
Effects of changes in foreign
currency exchange rates (11.0)
-----
Sales Increase $32.7
=====
</TABLE>
-12-
<PAGE> 13
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Cost of products sold expressed as a percentage of sales increased to 41% in
the first quarter of 1998 compared to 40% in the first quarter of 1997. Gross
margin from operations (sales less cost of products sold divided by sales) was
59% in the first quarter of 1998 and 60% in the first quarter of 1997. Changes
in foreign currency exchange rates from those existing in the first quarter of
1997 had the effect of increasing cost of products sold by $1.6 million from the
corresponding period in 1997.
The Company's expenditures for research and development increased to $23 million
in the first quarter of 1998 from $17 million in the corresponding period in
1997. The increase in research and development is primarily attributable to the
recently developed Vascular Therapies divisions development efforts for products
to be utilized in vascular and cardiovascular surgery and interventional
cardiology. The Company is continuing its commitment to develop and acquire
unique new products and technologies for use in new surgical procedures and
specialty areas and, accordingly, is incurring significant clinical and
development related costs.
Selling, general and administrative expenses expressed as a percentage of sales
decreased to 39% in the first quarter of 1998 despite increased amortization
expense, related to intangibles acquired as part of the Company's recent
acquisitions, of approximately $5 million, as compared to 40% in the first
quarter of 1997. The Company continues its commitment to evaluate and implement,
as necessary, cost savings opportunities. Changes in foreign currency exchange
rates from those existing in the first quarter of 1997 had the effect of
decreasing selling, general, and administrative expenses by $3.5 million from
the corresponding period in 1997.
The increase in net interest in the first quarter of 1998, compared to the first
quarter of 1997, is attributable to the increase in bank borrowings, and the
accrued interest on the senior notes issued during the first quarter to finance
the Company's acquisition of Valleylab.
The effective tax rate in 1998 of 28%, unchanged from 1997 exclusive of the
adjustment to the tax provision related to the 1997 IRS survey for the years
1991 through 1993, reflects the expectation that for 1998 the Company will
recognize tax benefits arising from the utilization of the Company's Foreign
Sales Corporation. As in 1997, the Company's effective tax rate for 1998
continues to be beneficially impacted by the availability of tax credits under
Section 936 of the Internal Revenue Code related to operations in Puerto Rico.
The Company is presently implementing changes required for its information
systems relative to the new millenium "year 2000". There have been no material
developments or changes relative to this on-going implementation program.
-13-
<PAGE> 14
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
FINANCIAL CONDITION
The Company's current cash and cash equivalent balances, existing borrowing
capacity and projected operating cash flows are currently in excess of its
foreseeable operating cash flow requirements. The Company's existing committed
bank borrowing capacity consists of a $325 million syndicated credit facility, a
conditional term loan facility of $175 million, and outstanding principal of
$105 million of a $450 million one year bank term loan facility established to
acquire Valleylab, which expires in the first quarter of 1999. The terms and
conditions of the committed facilities are similar in nature. During the first
quarter of 1998, the Company completed its issuance of $300 million 7.25%
senior notes due March 15, 2008. The proceeds from these notes were used to
repay a portion of the $450 million one-year bank term loan facility, which was
utilized during the first quarter of 1998 to acquire Valleylab. The Company's
uncommitted facilities presently consist of 6 billion Japanese Yen and $65
million. Borrowings have been categorized as long-term debt as such borrowings
can be refinanced under the Company's five-year syndicated bank credit
agreement.
Outstanding bank borrowings increased since December 31, 1997 to approximately
$186 million at March 31, 1998 The increase in bank borrowings during the first
quarter of 1998 is primarily attributable to the Company's $425 million
acquisition of Valleylab. The credit agreements, inclusive of the senior notes,
and the Company's operating lease for its primary domestic manufacturing,
distribution and warehousing complex in North Haven, Connecticut, provide for
certain restrictions including sales of assets, capital expenditures, dividends
and subsidiary debt. The most restrictive covenants of the Company's financing
agreements require the maintenance of certain minimum levels of tangible net
worth, fixed charges coverage and a maximum ratio of total debt to total
capitalization, as defined. The Company is generally limited to declaring
dividends on its common stock up to 20% of net income, subject to changes in the
number of common shares outstanding, until it meets certain financial
objectives, as defined. The Company is in full compliance with all of the
covenants associated with its various financing agreements.
The increase in accounts receivable ($43 million) since December 31, 1997
results primarily from the acquisition of Valleylab during the first quarter
(see Note 4 of Notes to Consolidated Financial Statements), extended payment
terms granted in certain competitive situations, as well as an increasing
percentage of the Company's sales being generated towards the end of the
quarter.
The increase in inventory ($52 million) since December 31, 1997 results
primarily from the acquisition of Valleylab during the first quarter of 1998
(see Note 4 of Notes to Consolidated Financial Statements).
Additions to property, plant, and equipment , excluding approximately $46
million of assets acquired in the Valleylab acquisition, totaled $15 million in
the first quarter of 1998 compared with $15 million in the corresponding quarter
in 1997, and consist primarily of additions to machinery and equipment ($11
million) and molds and dies ($4 million).
The increase in Other Assets (net) of $356 million results primarily from the
intangible assets recognized as part of the Valleylab acquisition (see Note 4 of
Notes to Consolidated Financial Statements).
The decrease in accrued liabilities since December 31, 1997 ($20 million)
resulted primarily from the semi-annual payment in January 1998 of $29 million
on the Company's North Haven lease, offset by the inclusion of the accrued
liabilities of Valleylab acquired during the first quarter. There were no
material changes in accrued restructuring charges in the first quarter of 1998
other than payments on previously accrued employee termination obligations.
-14-
<PAGE> 15
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The increase in long term debt ($451 million) results from the $425 million
acquisition of Valleylab (see Note 4 of Notes to Consolidated Financial
Statements) and the $29 million semi-annual payment on the Company's North Haven
facility lease.
The Company has only limited involvement with derivative financial instruments
and does not use them for trading purposes. They are used to manage well-defined
interest rate and foreign exchange rate risks.
The Company routinely enters into contracts to reduce its exposure to and risk
from foreign currency exchange rates and interest rate fluctuations in the
regular course of the Company's global business. As of March 31,1998 the Company
had approximately $41 million of foreign currency exchange contracts outstanding
that will mature no later than May 1998, and a foreign currency option contract
of approximately $5 million that will mature in May 1998. Realized and
unrealized foreign currency gains and losses are recognized when incurred and
are included as a component of selling, general, and administrative expenses in
the consolidated statements of operations and cash paid to vendors,suppliers,
and employees in the consolidated statements of cash flows. Realized and
unrealized foreign currency gains and losses were immaterial during the first
quarter of 1998 and 1997.
In addition, the Company routinely enters into interest rate swap agreements to
reduce its exposure to interest rate fluctuations, and better manage fixed
interest rate indebtedness. The net gain or loss from the exchange of interest
rate payments is included in interest (net) in the consolidated statements of
operations and interest paid (net) in the consolidated statements of cash flows.
As a result of the Company's interest rate hedging program, fluctuations in
interest rates have had an immaterial effect on the Company during the first
quarter of 1998 and 1997.
-15-
<PAGE> 16
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
A. In the pending action by Ethicon, Inc. ("Ethicon") against the
Company in the United States District Court for the District of Connecticut
alleging infringement of a single United States patent relating to trocars (see
Item 3 of Part I of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997), Ethicon filed with the United States Court of Appeals for
the Federal Circuit an appeal of the District Court's dismissal of Ethicon's
claim. On February 3, 1998, the Court of Appeals affirmed the District Court's
dismissal of Ethicon's claim against the Company and, in April 1998, denied
Ethicon's petition for rehearing and suggestion for rehearing en banc.
B. In the pending action by Applied Medical Resources Corporation
against the Company in the United States District Court for the Eastern District
of Virginia, alleging infringement by the Company of patents related to trocar
seal systems, judgment on the verdict was entered by the Court for $20.5 million
which the Company recorded as a charge in its second quarter 1997 statement of
operations (see Item 3 of Part I of the Company's Annual Report on Form 10-K for
the year ended December 31 1997). The Company has filed with the United States
Court of Appeals for the Federal Circuit an appeal of the verdict. Oral argument
on the appeal occurred on April 8, 1998, and the Company is awaiting a decision.
C. In the pending action by Surgical Dynamics, Inc. ("Surgical
Dynamics") against Sofamor Danek Group, Inc. ("Sofamor Danek") and Karlin, Inc.
("Karlin") in the United States District Court for the Central District of
California, in which Surgical Dynamics sought declaratory judgment that its
spine fusion cage product, the Ray TFC device, did not infringe a patent owned
by Karlin and licensed to Sofamor Danek (see Item 3 of Part I of the Company's
Annual Report on Form 10-K for the year ended December 31, 1997), the Court
granted Surgical Dynamics' motion for summary judgment of noninfringement and
dismissed the defendants' counterclaims for patent infringement. Sofamor Danek
and Karlin filed an appeal of the summary judgment. Oral argument on the appeal
before the United States Court of Appeals for the Federal Circuit occurred on
February 5, 1998 and the Company is awaiting a decision.
D. In the pending action by the Company against Circon Corporation
("Circon"), a trial date has been set for July 6, 1998 (see Item 3 of Part I of
the Company's Annual Report on Form 10-K for the year ended December 31, 1997).
E. In the pending action by Sam F. Liprie against Omnitron
International, Inc., in which the Company has been sued as a third party
defendant, the case has been set for trial to occur on August 17, 1998 (see Item
3 of Part I of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997).
F. The Company is engaged in other litigation, primarily as the
defendant, in cases involving product liability claims. The Company is also
involved in various other cases.
* * * * * *
Based upon information currently available and established reserves, it
is the opinion of management, based upon the advice of counsel, that the
ultimate resolution of pending legal proceedings should not have a material
adverse effect on the Company's consolidated financial statements. However,
based upon future developments and as additional information becomes known, it
is possible that the ultimate resolution of such matters could have a material
adverse effect on the Company's results of operations in a particular future
period.
-16-
<PAGE> 17
Form 10-Q
March 31, 1998
UNITED STATES SURGICAL CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION (CONT.)
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits - Exhibit 27 - Financial Data Schedule.
b. Reports on Form 8-K - The Company filed a report on
Form 8-K on February 11,1998 and March 5, 1998
relative to the Company's acquisition of Valleylab,
Inc. on January 30, 1998.
SIGNATURE
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.
UNITED STATES SURGICAL CORPORATION
Registrant
By: /s/ Richard A. Douville
------------------------------
Richard A. Douville
(Senior Vice President and
Chief Financial Officer)
Dated: April 28, 1998
-17-
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