INAMED CORP
10-Q, 1995-05-15
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

           FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                                       OF
                       THE SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTER ENDED MARCH 31, 1995             COMMISSION FILE NUMBER: 0-7101





                               INAMED CORPORATION

State of Incorporation:                     I.R.S. Employer Identification No.:
       Florida                                           59-0920629

         3800 Howard Hughes Parkway, Suite #900, Las Vegas, Nevada 89109

                        Telephone Number: (702) 791-3388



                  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 [ ]



            On March 31, 1995 there were  7,502,939  Shares of the  Registrant's
Common Stock Outstanding.


                        This document contains 14 pages.



<PAGE>



                       INAMED CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q

                          Quarter Ended March 31, 1995



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I    -     FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated Balance Sheets. . . . . . . . . . . . . . .    3

                  Unaudited Consolidated Income Statements  . . . . . . . .   5

                  Unaudited Consolidated Statements
                  of Cash Flows      . . . . . . . . . . . . . . . . . . . .  6

                  Notes to the Unaudited Consolidated
                  Financial Statements      . . . . . . . . . . . . . . . .   8

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations . . . . . . . . . . .  11


PART II   -     OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . .  13



<PAGE>

<TABLE>


PART I.  FINANCIAL INFORMATION

ITEM 1.
                       INAMED CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                                             (Unaudited) 
                                                                                            March 31, 1995         December 31, 1994
                                                                                            --------------         -----------------
<S>                                                                                         <C>                         <C>  
Assets

Current assets:
     Cash and cash equivalents .................................................            $         --                $    673,951
     Trade accounts receivable, net of
         allowance for doubtful accounts  and returns
         and allowances of $6,029,852 at March 31,
         1995 and $6,025,827 at December 31, 1994 ..............................               13,785,384                11,319,487
     Notes receivable ..........................................................                  707,949                 1,400,503
     Inventories (Note 3) ......................................................               16,844,552                14,879,570
     Prepaid expenses and other current assets .................................                1,663,213                 2,548,748
     Income tax refund receivable ..............................................                  464,891                   462,304
     Deferred income taxes .....................................................                2,522,138                 2,648,653
                                                                                             ------------              ------------
          Total current assets .................................................               35,988,127                33,933,216
                                                                                             ------------              ------------
Property and equipment, at cost:
     Machinery and equipment ...................................................                8,032,030                 7,449,622
     Furniture and fixtures ....................................................                2,877,015                 2,620,594
     Leasehold improvements ....................................................                6,284,032                 5,469,234
                                                                                             ------------              ------------
                                                                                               17,193,077                15,539,450
     Less accumulated depreciation
         and amortization ......................................................               (7,466,333)               (6,819,866)
                                                                                             ------------              ------------
         Net property and equipment ............................................                9,726,744                 8,719,584
                                                                                             ------------              ------------
Notes receivable ...............................................................                2,490,446                 2,215,058

Related party notes receivable .................................................                  854,795                   688,184

Intangible assets, net .........................................................                1,878,866                 1,956,648

Deferred income taxes ..........................................................                     --                      48,810

Other assets, at cost ..........................................................                  259,619                   248,901
                                                                                             ------------              ------------
                                                                                             $ 51,198,597              $ 47,810,401
                                                                                             ============              ============

<FN>

                                   (continued)

    The Notes to Financial Statements are an integral part of this statement.

</TABLE>

<PAGE>


<TABLE>

                       INAMED CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<CAPTION>

                                                                                           (Unaudited)
                                                                                          March 31, 1995           December 31, 1994
                                                                                          --------------           ----------------
<S>                                                                                        <C>                         <C>
Liabilities and Stockholders' Equity

Current liabilities:
     Current installments of long-term debt ................................               $    144,300                $    176,910
     Notes payable to bank .................................................                  1,532,408                   1,795,721
     Related party notes payable ...........................................                    971,506                     970,610
     Accounts payable ......................................................                 14,208,975                  15,780,050
     Accrued liabilities:
         Salaries and wages ................................................                  4,989,648                   2,251,275
         Interest ..........................................................                    567,365                     567,365
         Self-insurance ....................................................                  2,297,632                   1,291,605
         Stock option compensation .........................................                     68,714                      68,714
         Other .............................................................                  2,675,245                   3,593,024
     Royalties payable .....................................................                    984,391                   1,053,888
     Income taxes payable ..................................................                  5,293,230                   4,960,352
     Deferred income taxes .................................................                    580,731                     335,777
                                                                                           ------------                ------------
           Total current liabilities .......................................                 34,314,145                  32,845,291
                                                                                           ------------                ------------
Long-term debt, excluding current installments .............................                     14,492                      50,801

Deferred grant income ......................................................                    959,435                     931,367

Deferred income taxes ......................................................                    306,017                     352,115

Litigation settlement ......................................................                  9,152,000                   9,152,000

Net stockholders' equity:
     Common stock, $0.01 par value 
         Authorized 20,000,000 shares;
         issued and outstanding 7,502,939 ..................................                     75,030                      74,662
     Additional paid-in capital ............................................                  9,783,477                   9,699,345
     Cumulative translation adjustment .....................................                  1,186,368                     437,683
     Accumulated deficit ...................................................                 (4,592,367)                 (5,732,863)
                                                                                           ------------                ------------
           Net stockholders' equity ........................................                  6,452,508                   4,478,827

Commitments and contingencies (Note 4) .....................................                       --                          --

                                                                                           $ 51,198,597                $ 47,810,401
                                                                                           ============                ============
<FN>

    The Notes to Financial Statements are an integral part of this statement.

</TABLE>

<PAGE>


                       INAMED CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                                   (UNAUDITED)

                                                  Three Months     Three Months
                                                     Ended             Ended
                                                 March 31, 1995   March 31, 1994
                                                 --------------   -------------
Net sales ....................................    $ 21,744,875     $ 16,896,056
Cost of goods sold ...........................       6,334,312        6,419,644
                                                  ------------     ------------
         Gross profit ........................      15,410,563       10,476,412
                                                  ------------     ------------
Operating expenses:
     Marketing ...............................       5,381,079        4,051,458
     General and administrative ..............       7,608,602        4,476,334
     Research and development ................       1,066,375          853,111
                                                  ------------     ------------
         Total operating expenses ............      14,056,056        9,380,903
                                                  ------------     ------------
         Operating income ....................       1,354,507        1,095,509
                                                  ------------     ------------
Other income (expense):
     Interest income .........................         356,647           89,622
     Interest expense ........................        (128,743)         (50,178)
     Foreign currency transaction gains ......         263,743          400,842
     Miscellaneous income ....................         119,211           31,400
                                                  ------------     ------------
         Net other income ....................         610,858          471,686
                                                  ------------     ------------
         Income before income taxes ..........       1,965,365        1,567,195

Income taxes .................................         824,869          295,253
                                                  ------------     ------------
         Net income ..........................    $  1,140,496     $  1,271,942
                                                  ============     ============
Net income per share of common stock .........    $        .15     $        .17
                                                  ============     ============
Weighted average common shares outstanding ...       7,491,821        7,440,288
                                                  ============     ============


    The Notes to Financial Statements are an integral part of this statement.

<PAGE>

<TABLE>

                       INAMED CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                   Three Months ended March 31, 1995 and 1994

                Increase (Decrease) in Cash and Cash Equivalents

<CAPTION>

                                                                                                   1995                     1994
                                                                                               -----------              -----------
<S>                                                                                            <C>                      <C>
Cash flows from operating activities:
     Net income ..................................................................             $ 1,140,496              $ 1,271,942
                                                                                               -----------              -----------
Adjustments  to reconcile net income to net
cash provided by (used in) operating
activities:
     Depreciation of property and equipment ......................................                 758,659                  386,379
     Amortization of intangible assets ...........................................                  77,699                   55,508
     Deferred income taxes .......................................................                 358,633                   93,248
     Changes in assets and liabilities:
         Increase in trade accounts receivable ...................................              (2,215,168)                (384,617)
         Decrease in notes receivable ............................................                 417,166                    4,366
         (Increase) decrease in inventories ......................................              (1,310,035)                 862,163
         (Increase) decrease in prepaid expenses
            and other current assets .............................................                 967,447                 (182,657)
         Decrease in income tax refund receivable ................................                   1,840                     --
         (Increase) decrease in other assets .....................................                 (10,105)                     211
         Decrease in accounts payable ............................................              (2,029,370)              (1,806,168)
         Increase in accrued salaries and wages ..................................               2,680,724                  542,344
         Increase in accrued interest ............................................                    --                          9
         Increase (decrease) in accrued self-insurance ...........................               1,006,027                 (925,292)
         Decrease in other accrued liabilities ...................................                (935,272)                (542,171)
         Increase (decrease) in royalties payable ................................                 (69,497)                 259,656
         Increase in income taxes payable ........................................                 332,878                   49,887
         Foreign currency translation adjustment .................................                 748,685                  (64,370)
                                                                                               -----------              -----------
         Total adjustments .......................................................                 780,311               (1,651,504)
                                                                                               -----------              -----------
         Net cash provided by
             (used in) operating activities ......................................               1,920,807                 (379,562)
                                                                                               -----------              -----------
Cash flows from investing activities:
     Purchases of property and equipment .........................................              (1,314,472)                (579,977)
                                                                                               -----------              -----------
     Net cash used in investing activities .......................................              (1,314,472)                (579,977)
                                                                                               -----------              -----------


<FN>

                                   (continued)

    The Notes to Financial Statements are an integral part of this statement.

</TABLE>


<PAGE>

<TABLE>


                       INAMED CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                   Three Months ended March 31, 1995 and 1994

                Increase (Decrease) in Cash and Cash Equivalents
<CAPTION>


                                                                                                         1995              1994
                                                                                                     -----------        -----------
<S>                                                                                                  <C>                <C>  
Cash flows from financing activities:
     Increases in notes payable and long-term debt ...........................................       $      --          $   627,852
     Principal repayment of notes payable
        and long-term debt ...................................................................          (472,651)           (61,942)
     (Increase) decrease in related party receivables ........................................          (166,611)           410,745
     Increase in related party payables ......................................................               896               --
     Net change in deferred grant income .....................................................           (18,629)            50,744
     Repurchases and retirements of common stock .............................................              --             (240,316)
     Proceeds from exercise of stock options .................................................              --               17,400
     Issuance of common stock ................................................................            84,500               --
     Cash overdraft ..........................................................................           348,782            251,079
                                                                                                     -----------        -----------
         Net cash provided by (used in)
              financing activities ...........................................................          (223,713)         1,055,562
                                                                                                     -----------        -----------
         Effect of exchange rate changes on cash .............................................        (1,056,573)           (96,023)
                                                                                                     -----------        -----------
         Net increase (decrease) in cash
              and cash equivalents ...........................................................          (673,951)              --

Cash and cash equivalents at beginning of period .............................................           673,951               --
                                                                                                     -----------        -----------
Cash and cash equivalents at end of period ...................................................       $      --          $      --
                                                                                                     -----------        -----------

Supplemental  disclosure of cash flow information:
Cash paid during the quarter
     for:
         Interest ............................................................................       $   139,874        $    74,603
         Income taxes ........................................................................       $   382,998        $   110,374
                                                                                                     ===========        ===========


Disclosure of accounting policy:

     For  purposes of the  consolidated  statement  of cash  flows,  the Company
considers all certificates of deposit to be cash equivalents

     Certain  reclassifications  were made to the 1994 Consolidated Statement of
Cash Flows to conform to the 1995 presentation

<FN>

    The Notes to Financial Statements are an integral part of this statement.

</TABLE>

<PAGE>



                       INAMED CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1995



Note 1  -  Interim Financial Statements

         The accompanying  unaudited  consolidated  financial statements include
all adjustments (consisting only of normal recurring accruals) which are, in the
opinion  of  management,  necessary  for fair  presentation  of the  results  of
operations  for the  periods  presented.  Interim  results  are not  necessarily
indicative of the results to be expected for a full year.

         Certain  information  and  footnote  disclosures  normally  included in
financial statements,  prepared in accordance with generally accepted accounting
principles,  have been  condensed  or  omitted  as  allowed  by Form  10-Q.  The
accompanying  unaudited  consolidated  financial  statements  should  be read in
conjunction with the Company's  consolidated  financial  statements for the year
ended December 31, 1994 as filed with the Securities and Exchange  Commission on
Form 10-K.


Note 2  -  Basis of Presentation and Summary of Significant Accounting Policies

The Company

         INAMED  Corporation's  subsidiaries are McGhan Medical  Corporation and
CUI Corporation, which develop, manufacture and sell medical devices principally
for the  plastic and  general  surgery  fields;  BioEnterics  Corporation  which
develops,  manufactures and sells medical devices and associated instrumentation
to the  bariatric  and  general  surgery  fields;  Biodermis  Corporation  which
develops, produces and distributes premium products for dermatology,  wound care
and burn treatment;  Bioplexus  Corporation which is a development  company that
develops,  produces and distributes  specialty  medical  products for use by the
general surgery  profession;  Flowmatrix  Corporation  which  manufactures  high
quality silicone components and devices for INAMED's  wholly-owned  subsidiaries
and distributes an international line of proprietary silicone products;  Medisyn
Technologies  Corporation  which focuses on the development and promotion of the
merits  of the use of  silicone  chemistry  in the  fields of  medical  devices,
pharmaceuticals and biotechnology; INAMED Development Company , which is engaged
in the research and  development  of new medical  devices  using  silicone-based
technology;  McGhan Limited,  an Irish  corporation which  manufactures  medical
devices  principally  for  the  plastic  and  general  surgery  fields;  Medisyn
Technologies,  Ltd. and Chamfield Ltd., Irish  corporations  which specialize in
the  development  of  silicone  materials  for  use  by  INAMED's   wholly-owned
subsidiaries;  and INAMED B.V., a Netherlands  corporation,  INAMED B.V.B.A.,  a
Belgium  corporation,  INAMED  GmbH, a German  corporation,  INAMED  S.R.L.,  an
Italian corporation, INAMED Ltd., a United Kingdom corporation, INAMED S.A.R.L.,
a French corporation,  and INAMED, S.A., a Spanish  corporation,  which all sell
medical  devices on a direct sales basis in the various  countries in which they
are located.

Basis of Presentation

         The consolidated  financial  statements  include the accounts of INAMED
Corporation and its wholly-owned  subsidiaries  (collectively referred to as the
Company).  All  significant  intercompany  balances and  transactions  have been
eliminated in consolidation.

Net Income Per Share

         Net  income  per share is based  upon the  weighted  average  number of
shares  outstanding  during  each  of  the  respective  periods.   Common  stock
equivalents  are excluded since their inclusion  would  immaterially  affect the
calculation or would be antidilutive.

Note 3  -  Inventories

<PAGE>

         Inventories are summarized as follows:

                                               March 31, 1995  December 31, 1994
                                              ---------------  -----------------
Raw materials ......................           $ 2,470,273       $ 2,187,689
Work in process ....................             3,516,981         3,268,947
Finished goods .....................            10,857,298         9,422,934
                                               -----------       -----------
                                               $16,844,552       $14,879,570
                                               ===========       ===========

Note 4  -  Commitments and Contingencies

         INAMED and/or its  subsidiaries  are defendants in numerous State court
actions and a Federal class action in the United States District Court, Northern
District of Alabama,  Southern Division,  under Chief Judge Sam C. Pointer, Jr.,
U.S.  District Court,  regarding  Master File No.  C892-P-10000-S  (Silicone Gel
Breast  Implants  Product  Liability  Litigation  MDL 926).  The  claims are for
general and punitive  damages  substantially  exceeding  provisions  made in the
Company's  consolidated  financial  statements.  The  accompanying  consolidated
financial statements have been prepared assuming that the Company will withstand
the financial results of said litigation.

         Several U.S.  based  manufacturers  negotiated  a  settlement  with the
Plaintiffs'  Negotiating  Committee  ("PNC"),  and on  March  29,  1994  filed a
Proposed  Non-Mandatory  Class Action  Settlement in the Silicone Breast Implant
Products Liability (the "Settlement  Agreement") providing for settlement of the
claims  as to the  class  (the  "Settlement")  as  described  in the  Settlement
Agreement.  The Settlement  Agreement provides for resolution of any existing or
future claims, including claims for injuries not yet known, under any Federal or
State law,  from any claimant who received a silicone  breast  implant  prior to
June 1, 1993.  A fairness  hearing for the  non-mandatory  class was held before
Judge Pointer on August 18, 1994. On September 1, 1994, Judge Pointer gave final
approval to the non-mandatory class action settlement.

         The Company was not  originally  a party to the  Settlement  Agreement.
However,  on April 8, 1994 the Company and the PNC  reached an  agreement  which
would join the Company into the  Settlement.  The agreement  reached between the
Company  and the PNC  added  great  value  to the  Settlement  by  enabling  all
plaintiffs and U.S. based  manufacturers  to participate in the Settlement,  and
facilitating  the  negotiation  of  individual  contributions  by  the  Company,
Minnesota Mining and Manufacturing Company ("3M"), and Union Carbide Corporation
which total more than $440 million.

         Under the terms of the Settlement Agreement,  the parties stipulate and
agree that all claims of the  Settlement  Class  against the  Company  regarding
breast implants and breast implant  materials shall be fully and finally settled
and resolved on the terms and conditions set forth in the Settlement Agreement.

         Under the terms of the  Settlement  Agreement,  the Company will pay $1
million to the  Settlement  fund for each of 25 years starting three years after
Settlement  approval by the Court. The Company recorded a pre-tax charge of $9.1
million in the fourth quarter of 1993.  The charge  represents the present value
(discounted  at 8%) of the  Company's  settlement  of $25 million over a payment
period of 25 years.

         Management  believes  that the  Company  could  not make the  financial
contributions as agreed pursuant to the Settlement absent the establishment of a
mandatory ("non-opt-out")  settlement class (the "Mandatory Class").  Therefore,
the Company has petitioned the United States District Court,  Northern  District
of Alabama,  Southern Division, for certification of a Mandatory Class under the
provisions of Federal Rule of Civil Procedure.  Upon Judge Pointer's preliminary
approval, a notice of a date for the required fairness hearing for the Mandatory
Class will be issued.

<PAGE>

         Under the  Settlement,  $1.2  billion had been  provided  for  "current
claims" (disease  compensation  claims). In May, 1995, Judge Pointer completed a
preliminary review of current claims which had been filed as of September, 1994,
in compliance  with deadlines set by the court.  Judge Pointer  determined  that
based on the preliminary  review,  it appears that projected amounts of eligible
current  claims  exceed  the  $1.2  billion  provided  in  the  Settlement.  The
Settlement provided that in the event of such over subscription,  the amounts to
be paid to eligible current  claimants would be reduced and claimants would have
a right to "opt-out" of the Settlement at that time.

         In an effort to reduce  potential  opt-outs,  silicone  breast  implant
manufacturers and the Plaintiffs'  Negotiating  Committee have begun talks which
may  increase  the $4.2  billion  fund.  The  parties are  currently  conducting
negotiations  in good  faith in  accordance  with  their  obligations  under the
Settlement.  As  negotiations  are ongoing at this time it would be premature to
predict their outcome or discuss the contents of the negotiations.

         The Company has opposed the plaintiffs'  claims in these complaints and
other similar actions,  and continues to deny any wrongdoing or liability to the
plaintiffs of any kind. However,  the extensive burdens and expensive litigation
the  Company  would  continue to incur  related to these  matters  prompted  the
Company  to work  toward  and enter  into the  Settlement  which  insures a more
satisfactory method of resolving claims of women who have received the Company's
breast implants.

         The  Company  was  a  defendant  with  3M  in a  case  involving  three
plaintiffs  in  Houston,  Texas,  in March 1994,  in which the jury  awarded the
plaintiffs  $15 million in punitive  damages and $12.9  million in damages  plus
fees and costs. However, the decision was reversed in March 1995 resulting in no
financial responsibility on the part of the Company.



<PAGE>


ITEM 2.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Financial Condition

         During the first three months of 1995 INAMED Corporation has maintained
its position as one of the largest medical device companies serving the plastic,
reconstructive  and  general  surgical  markets  world-wide.  In  order  to meet
increased  international  product needs, the Company has increased production of
its products in Europe through expansion at its  manufacturing  plant in Ireland
which  supplies the majority of the  products  for the  Company's  international
market.  The Irish  facility  works closely with the Company's  subsidiaries  in
Europe to develop new products for that market. Internationally, the Company has
significantly  increased its market share due to the use of direct sales methods
rather than distributors wherever financially advantageous to do so. The Company
currently has direct marketing subsidiaries in seven European countries.

         The cash balance has declined  since December 31, 1994, but the current
ratio at March 31, 1995,  of 1.0 to 1 is  consistent  with the ratio at December
31,  1994 of 1.0 to 1. The  majority  of the  Company's  cash flows in the first
three months of 1995 were  generated by product sales which is  consistent  with
prior periods. Growth,  regulatory activities and legal expenses continue to use
a significant amount of available cash resources.

         In June of 1990, the Company  established a $4.5 million  comprehensive
financing  package  for  working  capital  with a major bank that  utilizes  the
domestic   accounts   receivable,   inventories  and  certain  other  assets  as
collateral.  In  December  of 1990,  the line of credit  was  increased  to $5.3
million. As of March 31, 1995, approximately $568,000 had been drawn on the line
of credit. The weighted average interest rate during the period was 11%.

         The Company's  line of credit was due for renewal in August,  1993. The
present bank line was not renewable under acceptable  terms and conditions,  and
was extended  until June 30, 1995. The balance due on the credit line as of June
30, 1995 is projected to be  approximately  $100,000.  At that time, the Company
intends to retire the balance of the credit line.  The Company  believes that it
can start reasonable discussions with lenders for a new credit facility now that
the Company has entered into global settlement agreements. Although there are no
assurances  that the Company will be successful  in the  engagement of a lender,
the Company has made  progress in  addressing  lender  concern  surrounding  the
breast implant litigation through settlement  agreements which include mandatory
class certification.

         In April 1994, the Company increased its  international  line of credit
with a major Dutch bank. The current line is $1,540,000 and is collateralized by
the accounts receivable, inventories and certain other assets of INAMED B.V. The
line of credit expires on December 31, 1995. As of March 31, 1995, approximately
$957,000 had been drawn on the line of credit.  The interest rate on the line of
credit is European prime  discount rate plus 2.5% per annum,  at a minimum of 7%
per annum.

         McGhan Limited  continues to receive  grants from the Irish  Industrial
Development Authority ("IDA") which include reimbursement for qualified training
expenses,  leasehold improvements and capital improvement costs at the Company's
operation in Ireland.  Additionally,  McGhan  Limited has obtained  approval for
additional  grants  from  the  European  Economic  Community  "Industry  R  &  D
Initiative" for approved research and development programs for up to $1 million.
The Company believes that additional approvals will be achieved in future years.

Results of Operations

         Net sales as an  aggregate  were $21.7  million  during the first three
months of 1995 which  represents a 29%  increase  over the first three months of
1994.  This increase can be attributed to 

<PAGE>

reduced  competition  and increases in foreign  sales.  Management  expects this
trend of sales growth to continue throughout 1995.

         Gross  profit was 71% of net sales for the first  three  months of 1995
compared to 62% for the corresponding  period in 1994.  Management expects gross
profit to  remain  consistent  or  improve  somewhat  throughout  the  remaining
quarters of 1995.

         Marketing  expense  as a  percentage  of net sales was 25% in the first
three months of 1995, which is consistent with 24% for the first three months of
1994.

         General and  administrative  expenses as a percentage of net sales were
35% in the first three months of 1995  compared to 26% in the first three months
of  1994.  A  portion  of the  increase  relates  to the  current  expansion  of
international  facilities and the overall growth in sales and production  volume
which has been  experienced  by the  Company.  Legal fees  related to the breast
implant  litigation also contributed to the increase.  Management expects future
general and administrative expenses to grow proportionally with sales, and to be
reactive to litigation expense.

         Research and development  expenses increased from $853,111 in the first
quarter  of 1994 to  $1,066,375  in the first  quarter of 1995,  reflecting  the
Company's continuing  commitment to developing new and improved medical products
for use by the medical  profession and the public. As a percentage of net sales,
this expense has remained  consistent  at 5.0% in the first three months of 1994
and 1995.  Diversification  into other facets of medical  devices through use of
new  technology  remains a goal of the  Company.  R & D expenses are expected to
increase  throughout  1995  as the  Company  is  also  increasing  research  and
development  overseas  due to the FDA  backlog on approval of new devices in the
United States.

         Interest  expense  increased  for the  first  three  months  of 1995 in
comparison with interest expense for the same period of 1994. This was primarily
due to the increase in the  outstanding  balance of the Company's  international
line of credit.

         The Company continues to incur increased costs related to obtaining FDA
and European  Economic  Community  approvals  for the  Company's  products.  The
Company is continuing to address FDA regulations  related to pre-market approval
of silicone mammary  implants,  and anticipates  ongoing  investment of employee
hours and Company funds to facilitate  compliance  with all FDA  regulations  as
determined by PMA studies and any new regulations which may be adopted.  The FDA
is  expected  to  issue a call for PMA  applications  for  saline-filled  breast
implants  in 1998.  The  Company  has agreed to conduct  clinical  trials and is
collecting data in anticipation of FDA action.

         The Company has maintained  steady growth in sales in both its domestic
and international  market areas.  Management  anticipates  strong market growth,
continued increases in production capacity domestically and internationally, and
expansion of the  international  sales force will contribute to a trend of sales
growth to continue throughout 1995.

<PAGE>

PART II.          OTHER INFORMATION

                  Items 1. through 5.
                  Not Applicable


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  None


<PAGE>


                               INAMED CORPORATION

                                   SIGNATURES



Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                            INAMED CORPORATION



                                            By
                                                Michael D. Farney
                                                Chief Executive Officer and
                                                Chief Financial Officer



Dated:  May 12, 1995






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<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   MAR-31-1995
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