INAMED CORP
10-Q/A, 1995-10-17
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 June 30, 1995 Commission File Number: 0-7101




                               INAMED CORPORATION

State of Incorporation: Florida  I.R.S. Employer Identification No.: 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 June 30, 1995 there were 7,552,739 Shares of the Registrant's Common Stock 
Outstanding.


                         This document contains 15 pages.
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<PAGE>

                      INAMED CORPORATION AND SUBSIDIARIES

                                   Form 10-Q

                           Quarter Ended June 30, 1995


                                TABLE OF CONTENTS


PART  I - FINANCIAL INFORMATION                                             Page
                                                                            ----
Item  1.     Financial Statements

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

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

             Unaudited Consolidated Statements
             of Cash Flows..................................................  7

             Notes to the Unaudited Consolidated 
             Financial Statements...........................................  9

Item  2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations............................ 12


PART II - OTHER............................................................. 14


<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1.
                      INAMED CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                (Unaudited)    
                                               June 30, 1995  December 31,1994
                                                <C>              <C>
<S>
Assets

Current assets:
  Cash and cash equivalents                     $    1,080,069   $     673,951
  Trade accounts receivable, net
     of allowance for doubtful accounts
     and returns and allowances of
     $6,071,430 at June 30, 1995 and
     $6,025,827 at December 31, 1994                15,759,304      11,319,487
  Notes receivable                                     886,638       1,400,503
  Inventories (Note 3)                              18,231,471      14,879,570
  Prepaid expenses and other current assets          1,657,119       2,548,748
  Income tax refund receivable                         453,160         462,304
  Deferred income taxes                              2,520,115       2,648,653
                                                --------------    ------------
     Total current assets                           40,567,876      33,933,216
                                                --------------    ------------
Property and equipment, at cost:
     Machinery and equipment                         8,432,075       7,449,622
     Furniture and fixtures                          3,207,533       2,620,594
     Leasehold improvements                          7,142,825       5,469,234
                                                 -------------    ------------
                                                    18,782,433      15,539,450
     Less accumulated depreciation
       and amortization                             (8,069,879)     (6,819,866)
                                                 -------------    ------------
       Net property and equipment                   10,712,554       8,719,584
                                                 -------------    ------------
Notes receivable                                     2,417,798       2,215,058

Related party notes receivable                          81,749         688,184

Intangible assets, net                               1,801,455       1,956,648

Deferred income taxes                                       --          48,810

Other assets, at cost                                  256,806         248,901
                                                --------------    ------------

                                                $   56,628,238    $ 47,810,401
                                                ==============    ============
<FN>

                                  (continued)

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

</TABLE>


<PAGE>
                      INAMED CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                              (Unaudited)
                                             June 30, 1995   December 31, 1994
                                             -------------   -----------------
<S>                                          <C>             <C>
Liabilities and Stockholders' Equity

Current liabilities:
     Current installments of long-
       term debt                             $     71,721   $          176,910
     Notes payable to bank                      1,880,835            1,795,721
     Related party notes payable                  966,752              970,610
     Accounts payable                          16,109,084           15,780,050
     Accrued liabilities:
Salaries and wages                              6,248,483            2,251,275
Interest                                          567,365              567,365
Self-insurance                                  1,287,632            1,291,605
Stock option compensation                          68,714               68,714
Other                                           2,368,465            3,593,024
     Royalties payable                          1,320,046            1,053,888
     Income taxes payable                       5,291,186            4,960,352
     Deferred income taxes                             --              335,777
                                             ------------          -----------

Total current liabilities                      36,180,283           32,845,291
                                             ------------          -----------
Long-term debt, excluding
  current installments                             56,702               50,801

Deferred grant income                             994,182              931,367

Deferred income taxes                             872,733              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 7,552,739                   75,528               74,662
Additional paid-in capital                      9,892,129            9,699,345
Cumulative translation
adjustment                                      1,252,600              437,683
Accumulated deficit                            (1,847,919)          (5,732,863)
                                            -------------          -----------
Net stockholders' equity                        9,372,338            4,478,827

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

                                            $  56,628,238         $ 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)
<TABLE>
<CAPTION>

                                                  Six Months      Six Months
                                                    Ended           Ended
                                                June 30, 1995   June 30, 1994
                                                -------------   -------------
<S>                                            <C>              <C>
Net sales                                      $   45,857,475   $  38,874,160
Cost of goods sold                                 14,015,331      13,733,561
                                                 ------------    ------------
            Gross profit                           31,842,144      25,140,599
                                                 ------------    ------------
Operating expenses:
     Marketing                                     11,539,256       9,241,021
     General and administrative                    13,427,630      11,773,345
     Research and development                       2,111,294       1,588,662
                                                 ------------    ------------
            Total operating expenses               27,078,180      22,603,028
                                                 ------------    ------------
            Operating income                        4,763,964       2,537,571
                                                 ------------    ------------
Other income (expense):
     Interest income                                  323,076         178,827
     Interest expense                                (140,499)        (91,277)
     Royalty income                                    27,978         237,597
     Foreign currency transaction gains               166,078         797,303
     Miscellaneous income                             143,381          70,702
                                                 ------------    ------------
          Net other income                            520,014       1,193,152

          Income before income taxes                5,283,978       3,730,723

Income taxes                                        1,399,034         748,472
                                                 ------------    ------------
          Net income                             $  3,884,944    $  2,982,251
                                                 ============    ============
Net income per share of common stock             $        .52    $        .40
                                                 ============    ============
Weighted average common shares outstanding          7,506,625       7,431,174

<FN>

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

</TABLE>


<PAGE>
                      INAMED CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                 Three Months    Three Months
                                                    Ended           Ended
                                                 June 30, 1995   June 30, 1994
                                                 -------------   -------------
<S>                                              <C>             <C>
Net sales                                        $  24,112,600   $  21,978,104
Cost of goods sold                                   7,681,019       7,313,917
                                                  ------------    ------------
        Gross profit                                16,431,581      14,664,187
                                                  ------------    ------------
Operating expenses:
     Marketing                                       6,158,177       5,189,563
     General and administrative                      5,819,028       7,297,011
     Research and development                        1,044,919         735,551
                                                  ------------    ------------
          Total operating expenses                  13,022,124      13,222,125
                                                  ------------    ------------
          Operating income                           3,409,457       1,442,062
                                                  ------------    ------------
Other income (expense):
     Interest income                                   (33,571)         89,205
     Interest expense                                  (11,756)        (41,099)
     Royalty income                                     27,978         237,597
     Foreign currency transaction gains
     (losses)                                          (97,665)        396,461
     Miscellaneous income                               24,170          39,302
                                                 -------------     -----------
          Net other income (expense)                   (90,844)        721,466
                                                 -------------     -----------
          Income before income taxes                 3,318,613       2,163,528

Income taxes                                           574,165         453,219
                                                 -------------     -----------
          Net income                              $  2,744,448    $  1,710,309
                                                 =============    ============
Net income per share of common stock              $        .36    $        .23
                                                 =============    ============
Weighted average common shares outstanding           7,521,265       7,422,153
                                                 =============    ============
<FN>

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

</TABLE>


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

                      Six Months ended June 30, 1995 and 1994

                 Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>     
                                                      1995            1994
                                                  ------------    ------------
<S>                                               <C>             <C>         
Cash flows from operating activities:
     Net income                                   $  3,884,944    $  2,982,251
                                                  ------------    ------------
Adjustments to reconcile net income to net cash 
provided by operating activities:
     Depreciation of property and equipment          1,370,741         933,999
     Amortization of intangible assets                 155,183         103,328
     Deferred income taxes                             342,629           1,528
     Changes in assets and liabilities:
     Increase in trade accounts receivable          (4,146,995)     (3,602,417)
     Decrease in notes receivable                      311,125          32,257
     (Increase) decrease in inventories             (2,661,130)      2,698,910
     (Increase) decrease in prepaid expenses 
       and other current assets                        983,309        (145,557)
     Decrease in income tax refund receivable           19,322              --
     (Increase) decrease in other assets                (7,321)            210
     Increase (decrease) in accounts payable           202,440      (2,295,247)
     Increase in accrued salaries and wages          3,933,283         126,451
     Increase in accrued interest                           --               9
     Decrease in accrued self-insurance                 (3,973)       (336,236)
     Decrease in other accrued liabilities          (1,078,689)       (678,982)
     Increase  in royalties payable                    266,158          38,239
     Increase in income taxes payable                  330,834         536,527
     Foreign currency translation adjustment           814,917         172,314
                                                    ----------      ----------
     Total adjustments                                 831,833      (2,414,667)

     Net cash provided by 
     operating activities                            4,716,777         567,584
                                                   ----------       ----------
Cash flows from investing activities:
     Purchases of property and equipment            (2,857,898)       (877,320)
                                                   -----------      ----------
     Net cash used in investing activities          (2,857,898)       (877,320)
                                                   -----------      ----------
<FN>
                                   (continued)

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

</TABLE>


<PAGE>

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

                    Six Months ended June 30, 1995 and 1994

                Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
                                                    1995            1994
                                                  -----------     ------------
<S>                                               <C>             <C>
Cash flows from financing activities:
   Increases in notes payable and long-term debt  $    203,767    $    780,844
   Principal repayment of notes
     payable and long-term debt                       (351,457)       (199,736)
   (Increase) decrease in related party 
     receivables                                      (183,565)        394,580
   Decrease in related party payables                   (3,858)             --
   Net change in deferred grant income                   4,069          47,667
   Repurchases and retirements of
     common stock                                        (850)        (240,336)
   Proceeds from exercise of stock options                 --           17,400
   Issuance of common stock                            29,500               --
   Cash overdraft                                          --          506,839

       Net cash provided by (used in) 
            financing activities                     (302,394)       1,307,258
                                                 -------------   -------------
          Effect of exchange rate changes on cash   (1,170,367)       (997,522)
                                                 -------------   -------------
          Net increase (decrease) in cash and 
            cash equivalents                           386,118              --

Cash and cash equivalents at beginning of period       673,951              --
                                                 -------------   -------------
Cash and cash equivalents at end of period       $   1,060,069   $          --
                                                 -------------   -------------

Supplemental disclosure of cash flow information:
   Cash paid during the six months for:
      Interest                                   $     163,811   $     136,032
      Income taxes                               $     790,651   $     394,293
                                                  ============    ============

Supplemental schedule of noncash investing and financing activities:

     During the six months ended June 30, 1995, the Company issued 75,000 
     shares of common stock and recorded a corresponding reduction of a 
     liability which had been incurred in connection with the acquisition 
     of INAMED, S.A.

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
                                 JUNE 30, 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.

<PAGE> 

                      INAMED CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           JUNE 30, 1995 (CONTINUED)


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

<TABLE>
<CAPTION>

                                             June 30, 1995   December 31, 1994
                                             -------------   -----------------
<S>                                          <C>             <C>
Inventories are summarized as follows:

       Raw materials                         $   2,499,668   $       2,187,689
       Work in process                           3,955,810           3,268,947
       Finished goods                           11,775,993           9,422,934
                                             -------------   -----------------
                                             $  18,231,471   $      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 contri-
butions 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.


<PAGE>

                      INAMED CORPORATION AND SUBSIDIARIES
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           JUNE 30, 1995 (continued)


     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 establish-
ment 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.

     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 have been conducting 
negotiations in good faith in accordance with their obligations under the 
Settlement.  On July 31, 1995, Judge Pointer announced that he had set a 
deadline of August 30, 1995, for the negotiating parties to have developed 
at least an outline of a settlement "Reworked Plan."  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 six months of 1995 INAMED Corporation has main-
tained 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 increased since December 31, 1994, while the 
current ratio at June 30, 1995, of 1.1 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 six 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 compre-
hensive 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 June 30, 1995, approximately 
$478,000 had been drawn on the line of credit. The weighted average 
interest rate during the period was 11.4%.

     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 September 15, 1995. The balance 
due on the credit line as of September 15, 1995 is projected to be 
approximately $378,000.  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 June 30, 1995, approximately $1,395,000 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.

<PAGE>

          MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS (continued)

Results of Operations

     Net sales as an aggregate were $45.9 million during the first 
six months of 1995 which represents a 18% increase over the first six 
months of 1994.  This increase can be attributed to reduced competition 
and increases in foreign sales.  Management expects this trend of sales 
growth to continue throughout 1995.

     Gross profit was 69% of net sales for the first six months and 
68% for the second quarter of 1995 compared to 65% and 67% for the 
corresponding periods 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 six months of 1995 which is consistent with 24% in the first six 
months of 1994.

     General and administrative expenses as a percentage of net 
sales were 29% in the first six months of 1995 which is consistent with 
30% in the first six months of 1994.  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 $1,588,662 in 
the first six months of 1994 to $2,111,294 in the first six months 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 increased from  
4.1% in the first six months of 1994 to 4.6% in the first six months of 
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 six 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 ob-
taining 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    /s/Michael D. Farney
                         --------------------------
                         Michael D. Farney
                         Chief Executive Officer and 
                         Chief Financial Officer

Dated:  August 10, 1995
- -----------------------


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               JUN-30-1995
<CASH>                                       1,060,069
<SECURITIES>                                         0
<RECEIVABLES>                               21,830,734
<ALLOWANCES>                               (6,071,430)
<INVENTORY>                                 18,231,471
<CURRENT-ASSETS>                            40,567,876
<PP&E>                                      18,782,433
<DEPRECIATION>                             (8,069,879)
<TOTAL-ASSETS>                              56,628,238
<CURRENT-LIABILITIES>                       36,180,283
<BONDS>                                              0
<COMMON>                                     9,967,657
                                0
                                          0
<OTHER-SE>                                   (595,319)
<TOTAL-LIABILITY-AND-EQUITY>                56,628,238
<SALES>                                     45,857,475
<TOTAL-REVENUES>                            45,857,475
<CGS>                                       14,015,331
<TOTAL-COSTS>                               41,093,511
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             140,499
<INCOME-PRETAX>                              5,283,978
<INCOME-TAX>                                 1,399,034
<INCOME-CONTINUING>                          3,884,944
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,884,944
<EPS-PRIMARY>                                      .52
<EPS-DILUTED>                                      .52
        

</TABLE>


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