INAMED CORP
10-Q, 1996-05-15
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, 1996             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 March 31, 1996 there were 7,602,317 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 March 31, 1996



                           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                             12


PART II -   OTHER INFORMATION                                               14

                                      -2-

<PAGE>

PART I.     FINANCIAL INFORMATION

ITEM 1.
                     INAMED CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>                                              (Unaudited)
                                                     March 31, 1996  December 31, 1995
                                                     --------------  -----------------
<S>                                                  <C>             <C>
     Assets
     ------
Current assets:
  Cash and cash equivalents                           $18,525,773       $ 2,807,327
  Trade accounts receivable, net of allowance for
     doubtful accounts  and returns and allowances
     of $6,543,068 at March 31, 1996 and 
     $6,641,177 at December 31, 1995                   11,656,286        10,470,375
  Notes receivable - trade                                179,476           157,534
  Related party notes receivable                            2,566           385,508
  Inventories                                          18,713,112        17,695,847
  Prepaid expenses and other current assets             1,581,643         1,825,213
  Income tax refund receivable                            112,300            95,580
  Deferred income taxes                                 2,012,592         2,014,589
                                                      -----------       -----------
       Total current assets                            52,783,748        35,451,973
                                                      -----------       -----------
Property and equipment, at cost:
  Machinery and equipment                               9,067,846         8,923,564
  Furniture and fixtures                                3,778,009         3,714,717
  Leasehold improvements                                7,751,614         7,567,208
                                                      -----------       -----------
                                                       20,597,469        20,205,489
  Less accumulated depreciation
     and amortization                                  (9,776,123)       (9,234,166)
                                                      -----------       -----------
     Net property and equipment                        10,821,346        10,971,323
                                                      -----------       -----------
Notes receivable, net of allowance of $1,066,958
     at March 31, 1996 and December 31, 1995            2,043,816         2,047,535

Intangible assets, net                                  1,622,774         1,658,926

Other assets, at cost                                     381,830           255,187
                                                      -----------       -----------
Total assets                                          $67,653,514       $50,384,944
                                                      -----------       -----------
                                                      -----------       -----------
</TABLE>

                                 (continued)

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

                                     -3-

<PAGE>

                     INAMED CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                      (Unaudited)
                                                     March 31, 1996  December 31, 1995
                                                     --------------  -----------------
<S>                                                  <C>             <C>
  Liabilities and Stockholders' (Deficit) Equity
  ----------------------------------------------
Current liabilities:
  Current installments of long-term debt              $    38,847        $    51,735
  Notes payable to bank                                 1,113,656          1,273,476
  Related party notes payable                              63,044          1,759,417
  Accounts payable                                     13,182,560         20,093,073
  Accrued liabilities:                                                              
     Salaries, wages, and payroll taxes                 3,808,488          9,559,348
     Interest                                           1,487,129          1,609,947
     Self-insurance                                     1,108,632          1,130,632
     Stock option compensation                             68,714             68,714
     Other                                              1,242,060          2,200,860
  Royalties payable                                     2,328,314          1,430,115
  Income taxes payable                                    798,607          1,812,818
  Deferred income taxes                                    93,624             10,065
                                                     ------------       ------------
       Total current liabilities                       25,333,675         41,000,200
                                                     ------------       ------------
Long-term debt, excluding current installments             76,552             89,437
                                                                   
Deferred grant income                                   1,080,611          1,114,735
                                                                   
Deferred income taxes                                     120,928            239,177
                                                                   
Litigation settlement                                   9,152,000          9,152,000
                                                                   
Convertible notes payable                              35,000,000            493,511
                                                                   
Commitments and contingencies                                      
                                                                   
Stockholders' (deficit) equity:                                    
  Common stock, $0.01 par value.                                   
     Authorized 20,000,000 shares;                                 
     issued and outstanding 7,602,317                      76,024             76,027
  Additional paid-in capital                            9,960,175          9,963,635
  Cumulative translation adjustment                       746,426            882,146
  Accumulated deficit                                 (13,892,877)       (12,625,924)
                                                     ------------       ------------
      Stockholders' (deficit) equity                   (3,110,252)        (1,704,116)
                                                     ------------       ------------
Total liabilities and stockholders'                                
(deficit) equity                                     $ 67,653,514       $ 50,384,944
                                                     ------------       ------------
                                                     ------------       ------------
</TABLE>

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

                                      -4-


<PAGE>

                     INAMED CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED INCOME STATEMENTS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Three Months    Three Months
                                                                Ended          Ended
                                                           March 31, 1996  March 31, 1995
                                                           --------------  --------------
<S>                                                        <C>             <C>
Net sales                                                   $20,402,033      $21,744,875
Cost of goods sold                                            7,772,723        6,334,312
                                                            -----------      -----------
     Gross profit                                            12,629,310       15,410,563
                                                            -----------      -----------
Operating expenses:                                                       
  Marketing                                                   5,947,051        5,381,079
  General and administrative                                  6,431,668        7,608,602
  Research and development                                    1,175,973        1,066,375
                                                            -----------      -----------
     Total operating expenses                                13,554,692       14,056,056
                                                            -----------      -----------
     Operating income (loss)                                   (925,382)       1,354,507
                                                            -----------      -----------
Other income (expense):                                                   
  Interest income                                               277,770          356,647
  Interest expense                                             (853,874)        (128,743)
  Foreign currency transaction gains (losses)                   (94,000)         263,743
  Miscellaneous income                                          143,174          119,211
                                                            -----------      -----------
     Net other income (expense)                                (526,930)         610,858
                                                            -----------      -----------
     Income (loss) before income tax expense (benefit)       (1,452,312)       1,965,365

Income tax expense (benefit)                                   (185,359)         824,869
                                                            -----------      -----------
     Net income (loss)                                      $(1,266,953)     $ 1,140,496
                                                            -----------      -----------
                                                            -----------      -----------
Net income (loss) per share of common stock                       $(.17)            $.15
                                                            -----------      -----------
                                                            -----------      -----------
Weighted average common shares outstanding                    7,602,431        7,491,821
                                                            -----------      -----------
                                                            -----------      -----------
</TABLE>

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

                                      -5-


<PAGE>

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

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                   Three Months ended March 31, 1996 and 1995

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                1996            1995
                                                           ------------     -----------
<S>                                                        <C>             <C>
Cash flows from operating activities:
  Net income (loss)                                        $ (1,266,953)    $ 1,140,496
                                                           ------------     -----------
Adjustments to reconcile net income (loss) to net cash 
provided by (used in) operating activities:
  Depreciation of property and equipment                        496,522         758,659
  Amortization of intangible assets                              36,006          77,699
  Deferred income taxes                                         (29,782)        358,633
  Changes in assets and liabilities:
     Trade accounts receivable                               (1,251,235)     (2,215,168)
     Notes receivable                                           (59,839)        417,166
     Inventories                                             (1,196,717)     (1,310,035)
     Prepaid expenses and other current assets                  223,745         967,447
     Income tax refund receivable                               (18,545)          1,840
     Other assets                                              (126,954)        (10,105)
     Accounts payable                                        (6,868,324)     (2,029,370)
     Accrued salaries, wages and payroll taxes               (5,716,087)      2,680,724
     Accrued interest                                          (122,818)             --
     Accrued self-insurance                                     (22,000)      1,006,027
     Other accrued liabilities                                 (950,646)       (935,272)
     Royalties payable                                          898,199         (69,497)
     Income taxes payable                                    (1,010,902)        332,878
                                                           ------------     -----------
                                                                                
     Total adjustments                                      (15,719,377)         31,626
                                                           ------------     -----------
     Net cash provided by 
         (used in) operating activities                     (16,986,330)      1,172,122
                                                           ------------     -----------
Cash flows from investing activities:
  Purchases of property and equipment                          (521,259)     (1,314,472)
                                                           ------------     -----------
  Net cash used in investing activities                        (521,259)     (1,314,472)
                                                           ------------     -----------
</TABLE>
                                  (continued)

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

                                      -6-


<PAGE>

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

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                   Three Months ended March 31, 1996 and 1995

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                1996            1995
                                                             -----------       ---------
<S>                                                        <C>             <C>
Cash flows from financing activities:
  Increases in notes payable and long-term debt              $34,506,489       $      --
  Principal repayment of notes payable
     and long-term debt                                         (157,958)       (472,651)
  (Increase) decrease in related party receivables               382,942        (166,611)
  Increase (decrease) in related party payables               (1,696,373)            896
  Net change in deferred grant income                            (16,394)        (18,629)
  Repurchases and retirements of common stock                     (3,463)             --
  Issuance of common stock                                            --          84,500
  Cash overdraft                                                      --         348,782
                                                             -----------       ---------
     Net cash provided by (used in) 
          financing activities                                33,015,243        (223,713)
                                                             -----------       ---------
     Effect of exchange rate changes on cash                     210,792        (307,888)
                                                             -----------       ---------
     Net increase (decrease) in cash 
          and cash equivalents                                15,718,446        (673,951)

Cash and cash equivalents at beginning of period               2,807,327         673,951
                                                             -----------       ---------
Cash and cash equivalents at end of period                   $18,525,773       $      --
                                                             -----------       ---------
Supplemental disclosure of cash flow information:
  Cash paid during the quarter for:
     Interest                                                $    43,771       $ 139,874
                                                             -----------       ---------
                                                             -----------       ---------
     Income taxes                                            $ 1,150,437       $ 382,998
                                                             -----------       ---------
                                                             -----------       ---------
</TABLE>

Disclosure of accounting policy:

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

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


                                      -7-

<PAGE>

                      INAMED CORPORATION AND SUBSIDIARIES
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 1996

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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, 1995 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, 
INAMED, S.A., a Spanish corporation, INAMED do Brazil, a Brazilian 
corporation, INAMED Medical Group, a Japanese corporation, and McGhan 
Medical Asia Pacific, a Hong Kong 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.
                                      -8-

<PAGE>

                      INAMED CORPORATION AND SUBSIDIARIES
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 1996 (CONTINUED)

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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.

RECLASSIFICATION

    Certain reclassifications were made to the 1995 consolidated financial 
statements to conform to the 1996 presentation. 

NOTE 3  -  INVENTORIES

    Inventories are summarized as follows:

                                    March 31, 1996      December 31, 1995
                                    --------------      -----------------
          Raw materials              $ 2,842,637           $ 2,513,862
          Work in process              4,526,526             3,773,579
          Finished goods              11,853,924            12,167,768
                                     -----------           -----------

                                      19,223,087            18,455,209
          Less allowance for
               obsolescence             (509,975)             (759,362)
                                     -----------           -----------
                                     $18,713,112           $17,695,847
                                     -----------           -----------
                                     -----------           -----------

NOTE 4 - CONVERTIBLE NOTES PAYABLE

    In January 1996, the Company completed a private placement 
offering by issuing three-year secured convertible, non-callable notes due 
March 31, 1999 bearing an interest rate of 11%.  The Company received $35 
million in proceeds from the offering to be used for the anticipated 
litigation settlement, for capital investments and improvements to expand 
production capacity, and for working capital purposes.  Of the proceeds 
received from the offering, $15 million was deposited to escrow for 
litigation settlement purposes.

    The notes become convertible into shares of common stock at the 
option of the noteholders on April 22, 1996.  The conversion rate is one 
share of common stock for each $10 principal amount of notes. 
Alternatively, the notes may automatically convert into shares of common 
stock upon the occurrence of certain events in connection with the 
certification of the Company's Mandatory Class. In April 1996 the Company 
completed the registration of 3.5 million shares of its common stock in 
direct response to the private placement offering requirements.

    Under the terms of the note agreement, the Company may obtain up 
to $5 million in structured debt or make an equity offering without 
restriction.  However, the terms of the note agreement restrict the 
Company's ability to make a debt offering.

                                      -9-

<PAGE>

                      INAMED CORPORATION AND SUBSIDIARIES
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 1996 (CONTINUED)

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Note 5  -  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.

    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.

    On October 1, 1995,  Judge Pointer finalized details of a scaled-back 
breast implant injury settlement involving defendants Bristol-Myers Squibb, 
Baxter International, and 3M, allowing plaintiffs to reject this settlement 
and file their own lawsuits if they believe payments are too low.  On 
November 14, 1995, McGhan Medical and Union Carbide were added to this list 
of settling defendants to achieve the Bristol, Baxter, 3M, McGhan and Union 
Carbide Revised Settlement Program (the "Revised Settlement Program").

                                      -10-
<PAGE>

                      INAMED CORPORATION AND SUBSIDIARIES
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 1996 (CONTINUED)

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    At March 31, 1996, the Company's reasonable estimate of its liability to 
fund the Revised Settlement Program is a range between $9.1 million, the 
original estimate as noted above, and $50 million, with no amount within 
the range a better estimate.  Due to the uncertainty of the ultimate 
resolution and acceptance of the Revised Settlement Program by the PNC, as 
well as a lack of information related to the total claims, the financial 
statements do not reflect any additional provision for the litigation 
settlement.

    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.

    Management's commitment to the Settlement does not alter the Company's 
need for complete resolution sought under 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.

    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.

                                      -11-

<PAGE>

ITEM 2.

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

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RESULTS OF OPERATIONS

    Net sales as an aggregate were $20.4 million during the first three 
months of 1996 which represents a 6% decrease from the first three months 
of 1995.  Domestic sales growth was adversely affected during the first 
three months of 1996 by shortages of raw materials and by changes made by 
the Company in certain manufacturing processes and procedures in order to 
achieve regulatory approvals and attain higher standards of control.  The 
Company expects international sales to continue to represent an increasing 
percentage of net sales, since this market is experiencing increasing 
demand.  Management anticipates the market growth, continued increase in 
production capacity, both domestically and internationally, and expansion 
of the international sales force will allow an increase in sales growth 
throughout the remainder of 1996.

    Gross profit was 62% of net sales for the first three months of 1996 
compared to 71% for the corresponding period in 1995.  Management 
anticipates that the Company may experience future quarters with higher 
costs of production as modifications are made to accommodate changing FDA 
views and related regulations.

    Marketing expense as a percentage of net sales was 29% in the first three 
months of 1996, compared to 25% for the first three months of 1995. This 
increase is primarily due to the domestic demand for product in excess of 
current production capabilities, which has required marketing personnel to 
expend greater efforts in managing the placement of inventory in the field.

    General and administrative expenses as a percentage of net sales were 32% 
in the first three months of 1996 compared to 35% in the first three months 
of 1995. 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 $1,066,375 in the first 
quarter of 1995 to $1,175,973 in the first quarter of 1996, 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 was 5% in the first three months of 1995 and 6% 
in the first three months of 1996. 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 1996 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 1996 in 
comparison with interest expense for the same period of 1995.  This was 
primarily due to the interest incurred on the Company's convertible notes 
payable which were issued in January 1996.

    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.  

                                      -12-

<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

    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 
throughout the remainder of 1996.

FINANCIAL CONDITION

    During the first three months of 1996 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 ten international countries.

    The cash balance has increased since December 31, 1995, and the current 
ratio was 2.1 to 1 at March 31, 1996, compared to the ratio at December 31, 
1995 of 0.9 to 1.  The majority of the Company's cash flows in the first 
three months of 1996 were generated by the issuance of convertible notes as 
discussed in Note 4 to the financial statements, and by product sales.  
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.  The line of credit agreement expired August 31, 1993 and was 
extended through March 31, 1996.  In January 1996, the obligation to the 
bank was satisfied.

    In April 1994, the Company increased its international line of credit 
with a major Dutch bank.  The current line is approximately 2.2 million 
Guilders and is collateralized by the accounts receivable, inventories and 
certain other assets of INAMED B.V.  The line of credit expires on June 30, 
1996.  As of March 31, 1996, approximately 1.6 million Guilders 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.

    The Company is actively working to establish a global banking 
relationship with goals to strengthen its consolidated financial position.

    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.

                                      -13-

<PAGE>

PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS
       
            The Company is a defendant in breast implant litigation as 
            discussed in Note 5 to the unaudited consolidated financial 
            statements.

ITEMS 2. THROUGH 5.

            Not Applicable      


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (1) Form 8-K, dated January 23, 1996

            (2) Form 8-K, dated April 19, 1996

                                      -14-

<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/Donald K. McGhan        
                                            ----------------------------------
                                            Donald K. McGhan
                                            Chairman of the Board and President

Dated:          May 15, 1996        
      -------------------------------

                                      -15-


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<PAGE>
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<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                      18,525,773
<SECURITIES>                                         0
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<ALLOWANCES>                                 6,543,068
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                                0
                                          0
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