UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
---
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-483
______________________________
MALLINCKRODT INC.
(Exact name of registrant as specified in its charter)
New York 36-1263901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
675 McDonnell Boulevard
St. Louis, Missouri 63134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 314-654-2000
______________________________
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.
Applicable Only To Issuers Involved In Bankruptcy
Proceedings During The Preceding Five Years:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes .
No .
Applicable Only To Corporate Issuers:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
73,164,601 shares excluding 13,951,688 treasury shares as of April
30, 1998.
<PAGE>
(*) Indicates registered trademark
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
The accompanying interim condensed consolidated financial statements
of Mallinckrodt Inc. (the Company or Mallinckrodt) do not include all
disclosures normally provided in annual financial statements. These
financial statements, which should be read in conjunction with the
consolidated financial statements contained in Mallinckrodt's 1997
Annual Report to Shareholders, are unaudited but include all
adjustments which Mallinckrodt's management considers necessary for a
fair presentation. These adjustments consist of normal recurring
accruals except as discussed in Notes 1, 2, 3, 4 and 5 of the Notes
to Condensed Consolidated Financial Statements. Interim results are
not necessarily indicative of the results for the fiscal year. All
references to years are to fiscal years ended June 30 unless
otherwise stated.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
March 31, March 31,
--------------------- ---------------------
1998 1997 1998 1997
--------- --------- -------- ---------
<S> <C> <C> <C> <C>
Net sales $ 691.2 $ 469.7 $1,845.5 $1,364.8
Operating costs and expenses:
Cost of goods sold 371.5 257.9 1,111.3 748.7
Selling, administrative and
general expenses 196.1 104.9 504.6 319.7
Purchased research and
development 398.3
Research and development
expenses 43.4 26.8 111.1 82.7
Other operating income, net (5.0) (3.4) (23.4) (3.2)
--------- --------- --------- ---------
Total operating costs and
expenses 606.0 386.2 2,101.9 1,147.9
--------- --------- --------- ---------
Operating earnings (loss) 85.2 83.5 (256.4) 216.9
Interest income and other
nonoperating income, net 1.5 4.6 13.0 15.4
Interest expense (28.2) (11.9) (75.6) (36.5)
--------- --------- --------- ---------
Earnings (loss) from
continuing operations
before income taxes 58.5 76.2 (319.0) 195.8
Income tax provision 22.6 26.6 31.2 70.5
--------- --------- --------- ---------
Earnings (loss) from
continuing operations 35.9 49.6 (350.2) 125.3
Discontinued operations (7.9) (1.0) (7.9) 2.2
--------- --------- --------- ---------
Net earnings (loss) 28.0 48.6 (358.1) 127.5
Preferred stock dividends (.1) (.1) (.3) (.3)
--------- --------- --------- ---------
Available for common
shareholders $ 27.9 $ 48.5 $ (358.4) $ 127.2
========= ========= ========= =========
Basic earnings per common
share:
Earnings (loss) from
continuing operations $ .49 $ .67 $ (4.81) $ 1.69
Discontinued operations (.11) (.01) (.11) .03
--------- --------- --------- ---------
Net earnings (loss) $ .38 $ .66 $ (4.92) $ 1.72
========= ========= ========= =========
Earnings per common share -
assuming dilution:
Earnings (loss) from
continuing operations $ .49 $ .66 $ (4.81) $ 1.66
Discontinued operations (.11) (.01) (.11) .03
--------- --------- --------- ---------
Net earnings (loss) $ .38 $ .65 $ (4.92) $ 1.69
========= ========= ========= =========
(See Notes to Condensed Consolidated Financial Statements on pages 5 through
10.)
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)
<TABLE>
<CAPTION>
March 31, June 30,
1998 1997
---------- ----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 50.0 $ 808.5
Trade receivables, less allowances of
$21.0 at March 31 and $8.4 at June 30 498.3 356.0
Inventories 507.1 315.9
Deferred income taxes 68.8 36.8
Other current assets 76.0 99.6
---------- ----------
Total current assets 1,200.2 1,616.8
Investments and long-term receivables,
less allowances of $14.3 at March 31
and $14.1 at June 30 171.3 145.1
Property, plant and equipment, net 974.3 827.9
Goodwill, net 899.2 226.2
Technology, net 382.3 24.2
Other intangible assets, net 290.6 146.7
Deferred income taxes 26.1 .8
---------- ----------
Total assets $3,944.0 $2,987.7
========== ==========
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt $ 649.0 $ 11.7
Accounts payable 182.4 169.3
Accrued liabilities 467.8 396.1
Income taxes payable 33.9 76.4
Deferred income taxes .2 .2
---------- ----------
Total current liabilities 1,333.3 653.7
Long-term debt, less current maturities 949.5 545.2
Deferred income taxes 463.5 248.7
Postretirement benefits 167.9 161.9
Other noncurrent liabilities and
deferred credits 171.8 127.0
---------- ----------
Total liabilities 3,086.0 1,736.5
---------- ----------
Shareholders' equity:
4 Percent cumulative preferred stock 11.0 11.0
Common stock, par value $1, authorized
300,000,000 shares; issued 87,116,289 shares 87.1 87.1
Capital in excess of par value 313.1 305.9
Reinvested earnings 898.2 1,292.6
Foreign currency translation (75.9) (49.9)
Treasury stock, at cost (375.5) (395.5)
---------- ----------
Total shareholders' equity 858.0 1,251.2
---------- ----------
Total liabilities and shareholders' equity $3,944.0 $2,987.7
========== ==========
(See Notes to Condensed Consolidated Financial Statements on pages 5 through
10.)
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
----------------------
1998 1997
--------- ---------
<S> <C> <C>
Cash Flows - Operating Activities
Net earnings (loss) $ (358.1) $ 127.5
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 91.9 86.6
Amortization 58.8 30.9
Postretirement benefits 6.0 8.3
Undistributed equity in earnings of joint
venture (17.0)
Gains on disposals of assets (15.8) (162.0)
Deferred income taxes (27.1) 128.0
Write-off of purchased research and
development 398.3
Sale of inventory stepped up to fair value
at acquisition 75.4
--------- ---------
229.4 202.3
Changes in operating assets
and liabilities:
Trade receivables 3.7 (13.4)
Inventories ( 26.8) .3
Other current assets 53.9 (15.7)
Accounts payable, accrued liabilities
and income taxes payable, net (172.9) 11.8
Net current liabilities of discontinued
operations 1.3
Other noncurrent liabilities and deferred
credits 26.9 6.2
Other, net (10.2) 18.6
--------- ---------
Net cash provided by operating activities 104.0 211.4
--------- ---------
Cash Flows - Investing Activities
Capital expenditures (110.3) (87.6)
Acquisition spending (1,790.3) (16.9)
Proceeds from asset disposals 29.6 35.0
Other, net .4 (.5)
--------- ---------
Net cash used by investing activities (1,870.6) (70.0)
--------- ---------
Cash Flows - Financing Activities
Increase (decrease) in short-term debt 616.4 (87.5)
Proceeds from long-term debt 404.7 2.0
Payments on long-term debt (3.9) (11.0)
Issuance of Mallinckrodt common stock 36.9 30.1
Acquisition of treasury stock (9.7) (97.3)
Dividends paid (36.3) (36.1)
--------- ---------
Net cash provided (used) by financing
activities 1,008.1 (199.8)
--------- ---------
Decrease in cash and cash equivalents (758.5) (58.4)
Cash and cash equivalents at beginning
of period 808.5 496.1
--------- ---------
Cash and cash equivalents at end of period $ 50.0 $ 437.7
========= =========
(See Notes to Condensed Consolidated Financial Statements on pages 5 through
10.)
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In millions, except per share amounts)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
4 Percent cumulative preferred stock:
Balance at June 30 and March 31 $ 11.0 $ 11.0
Common stock:
Balance at June 30 and March 31 87.1 87.1
Capital in excess of par value:
Balance at June 30 305.9 283.5
Stock option exercises 1.5 6.4
Restricted stock award 3.3
Investment plan match 2.4
Issuance of stock related to an acquisition 10.0
-------- --------
Balance at March 31 313.1 299.9
-------- --------
Reinvested earnings:
Balance at June 30 1,292.6 1,150.7
Net earnings (loss) (358.1) 127.5
Dividends:
4 Percent cumulative preferred stock
($3.00 per share) (.3) (.3)
Common stock ($.495 per share in
fiscal 1998 and $.485 per share
in fiscal 1997) (36.0) (35.8)
-------- --------
Balance at March 31 898.2 1,242.1
-------- --------
Foreign currency translation:
Balance at June 30 (49.9) (15.3)
Translation adjustment (26.0) (22.3)
-------- --------
Balance at March 31 (75.9) (37.6)
-------- --------
Treasury stock:
Balance at June 30 (395.5) (284.8)
Acquisition of treasury stock (9.7) (97.3)
Stock option exercises 15.5 23.7
Investment plan match 7.3
Restricted stock award 6.9
Issuance of stock related to an acquisition 12.0
-------- --------
Balance at March 31 (375.5) (346.4)
-------- --------
Total shareholders' equity $ 858.0 $1,256.1
======== ========
(See Notes to Condensed Consolidated Financial Statements on pages 5 through
10.)
</TABLE>
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. On August 28, 1997, the Company acquired Nellcor Puritan Bennett
Incorporated (Nellcor) through an agreement to purchase for cash
all the outstanding shares of common stock of Nellcor for $28.50
per share. The aggregate purchase price of the Nellcor
acquisition was approximately $1.9 billion. Nellcor, based in
Pleasanton, California, is a developer and manufacturer of
products to diagnose, monitor and treat respiratory impaired
patients in all healthcare settings. The acquisition has been
accounted for by the purchase method and accordingly, the
results of Nellcor have been included in the Company's
consolidated statements from September 1, 1997.
The purchase price has been allocated based upon the estimated
fair value of the assets acquired. Identifiable intangible
assets are purchased research and development, technology,
trademarks and trade names, and the assembled work force. The
purchased research and development of $398.3 million, which
represents the value of medical devices still in the development
stage and not considered to have reached technical feasibility,
was written off in the first quarter of fiscal 1998. See Note 2
for additional information. Technology, also referred to as
core or base technology and which represents that portion of the
existing technology that provides a basis for future generation
products as well as existing products, was recorded at $374.2
million and is being amortized on a straight-line basis over 15
years. Other intangible assets of $152.9 million are being
amortized on a straight-line basis over 10 to 25 years (weighted
average life of 24 years). Goodwill, which represents the
excess of acquisition costs over the fair value of the net
assets acquired, was $702.4 million at March 31, 1998 and is
being amortized on a straight-line basis over 30 years. The
amortization of identifiable intangible assets and goodwill
directly associated with the Nellcor acquisition was $14.6
million and $35.3 million for the quarter and nine-month period
ended March 31, 1998. Since the results of Nellcor have only
been included in the Company's consolidated results since
September, the year-to-date amortization represents only seven
months of activity. The Company has also recorded a deferred
tax liability of approximately $220.2 million, representing the
tax effect of timing differences recorded as part of the
acquisition.
Immediately after the acquisition was consummated, management of
the combined Company began to formulate an integration plan to
combine Mallinckrodt and Nellcor into one successful company.
Eleven transition teams comprised of employees of Mallinckrodt
and Nellcor were established in the second quarter to focus on
business strategy, revenue enhancement, global development,
sales force integration, product development, operations and
administrative consolidation. All segments of the employee work
force could be impacted by these efforts. The transition teams
are expected to complete their work during fiscal 1998. Since
both companies (Mallinckrodt and Nellcor) have global healthcare
operations, senior management, through the transition teams, is
assessing which activities should be consolidated. During the
third quarter, most of the transition teams finalized their
proposals and transferred responsibility for implementation of
the recommendations to the appropriate operating management.
Upon the approval of exit plans, the resulting costs, which will
include involuntary severance of Nellcor employees as a result
of work force reduction, relocation of Nellcor employees, and
the elimination of contractual obligations of Nellcor which will
have no future economic benefit when the plan is complete, will
be recognized as a liability assumed as of the acquisition date.
Termination and relocation arrangements will be communicated in
sufficient detail for the affected Nellcor employee groups to
determine the types and amounts of benefits they will receive if
terminated or relocated.
Actions taken to date include determination of the management
organization structure, along with the associated announcement
of management appointments, and the headquarters locations for
corporate staff functions and operating management units in the
United States, Asia-Pacific, Japan and Latin America. Nellcor
corporate staff functions, which were performed at the Nellcor
headquarters located in Pleasanton, California, will now be
performed at the Mallinckrodt headquarters in St. Louis,
Missouri. The Nellcor corporate staff employees in legal,
treasury, human resources, corporate accounting, financial
services, communication and investor relations have been
notified. Nellcor customer service operations will be
consolidated by the end of calendar 1998, thus eliminating the
need for customer service personnel in the former Nellcor
headquarters in California. In addition, the operations
transition team is implementing a manufacturing rationalization
plan involving Nellcor facilities in Ireland, Mexico and the
United States. Implementation of this plan, which calls for
reductions in manufacturing and staff personnel, is underway and
targeted for completion during calendar 1998.
With the organization structure and key personnel appointments
completed, remaining integration actions, which impact the
existing Nellcor work force, contractual obligations and assets,
can be finalized. The most complex undertaking is the
determination of whether certain functions should be
consolidated and where they should be located. The breadth of
international operations creates logistic, legal and tax
structural issues which must be assessed to derive the greatest
value for the Company going forward. Decisions that result from
the integration team recommendations will impact the valuation
of assets acquired as determinations are made to end product
lives and shut down or consolidate operations. Significant
actions needed to complete the plan include determination of the
legal ramifications of closing operations in certain countries,
assessment of the tax implications of various alternative
strategies, and analysis of the costs associated with the
various activities to be exited and employees to be terminated.
The Company currently estimates that Nellcor integration actions
taken to date combined with those under consideration will
result in accruals totaling approximately $75 million.
Approximately 80 percent of these accruals will relate to
Nellcor employee severance and relocation costs. As of
March 31, 1998, $30.7 million has been accrued and included in
the acquisition cost allocation, and $8.5 million has been paid
and charged against this accrual. The primary component of this
balance relates to severance agreements in place prior to the
acquisition date which provide certain employees with specified
benefits in the event that their employment with Nellcor is
terminated or there is an adverse change, based upon the
employee's judgment, in the employee's status, title, position
or responsibilities.
Allocations of the purchase price have been determined based
upon preliminary estimates of value, and therefore, are subject
to change. As refinements are made, goodwill will be adjusted
accordingly. The most significant refinement of the purchase
price allocation will result from the integration plan being
formulated by management. Based upon information currently
available regarding actions under consideration, the differences
between the preliminary and final allocations are not expected
to have a material impact on either the results of operations or
financial position.
The integration plan will also identify exit activities related
to the operations of Mallinckrodt prior to the acquisition of
Nellcor. Costs of these exit activities will include severance
of Mallinckrodt employees. A liability for these costs will be
recognized at the time management commits to the plan and
communicates termination arrangements in sufficient detail for
the affected Mallinckrodt employee groups to determine the types
and amounts of benefits they will receive if terminated. In
addition, integration costs of the combined Company, such as
transition bonuses and consulting costs, will generally be
expensed as incurred. Costs of exit activities related to the
operations of Mallinckrodt prior to the acquisition of Nellcor
plus integration costs of the combined Company are expected to
total $75 million to $100 million, and will be a nonrecurring
charge to fiscal 1998 operating results. During the third
quarter and first nine months of fiscal 1998, the actions taken
have resulted in pre-tax charges to operations of $12.4 million
and $19.2 million, respectively, consisting of $9.1 million for
transition bonuses, $1.5 million for involuntary severance, and
$8.6 million for other integration costs. As of March 31, 1998,
payments made relating to the above totaled $1.5 million for
transition bonuses, $.7 million for involuntary severance and
$5.4 million for other integration costs.
The following unaudited pro forma financial information presents
the combined results of operations of Mallinckrodt and Nellcor
as if the acquisition had occurred as of the beginning of fiscal
1997, after giving effect to certain adjustments, including
amortization of goodwill, additional depreciation expense,
increased interest payments on debt related to the acquisition,
reduced interest income from cash utilized to complete the
acquisition and the related tax effects. The pro forma
financial information does not necessarily reflect the results
of operations that would have occurred had Mallinckrodt and
Nellcor operated as a combined entity during such periods.
Nine Months Ended
March 31,
--------------------
(In millions, except per share amounts) 1998 1997
-------- --------
Net sales $1,946.6 $1,931.1
Net income $ 72.1 $ 77.5
Net income per share
Basic $ .99 $ 1.04
Diluted $ .98 $ 1.02
The pro forma financial information presented above does not
include non-cash charges for purchased research and development
and the sale of inventory stepped up to fair value at date of
acquisition. These charges are included in the actual results
of operations for the nine months ended March 31, 1998. See
Note 2 for additional information.
The Company utilized cash and cash equivalents and borrowed
funds to complete the acquisition of Nellcor. The borrowing was
obtained through a $2.0 billion credit facility established in
July 1997, and amended and restated in September 1997. The
credit facility consists of a $400 million term loan, which was
repaid in March 1998, and a $1.6 billion five-year revolving
credit facility. Under this agreement, interest rates on
borrowing are based on the London Interbank Offered Rate (LIBOR)
plus a margin dependent on the Company's senior debt rating.
There was no borrowing outstanding under the revolving credit
facility at March 31, 1998.
2. Included in operating earnings for the nine months ended
March 31, 1998 are one-time noncash acquisition-related costs
of $398.3 million for the write-off of Nellcor purchased
research and development. Of this amount, $396.3 million
relates to the healthcare segment and $2.0 million relates to
the specialty chemicals segment. The purchased research and
development represents the value of numerous new medical devices
and other products/technologies in all major product lines
(e.g., sensors, monitors and ventilators) that are in various
stages of development and have significant technological hurdles
remaining as of the transaction date. Medical devices are
subjected to significant clinical analysis and screening to
validate their safety and efficacy as well as determine their
commercial viability. Accordingly, medical devices are
considered technologically feasible upon FDA (or international
regulatory body) market approval. The steps required to
introduce these products include both research and development
and clinical and regulatory costs and efforts to be expended
over the next one to four years. Clinical and regulatory costs
and efforts relate primarily to the costs and efforts associated
with receiving FDA approval (and/or international regulatory
body approval, where applicable), specifically costs and efforts
incurred for clinical trials and preparation of FDA submission
and interaction with the FDA (and international regulatory
bodies, where applicable). None of these medical devices or
products had received FDA (or international regulatory body)
market approval as of the acquisition date, and therefore all
were identified as in-process research and development that had
not reached technological feasibility. No alternative future
uses were identified prior to reaching technological feasibility
because of the uniqueness of the projects. Additionally, no
identifiable alternate markets were established for projects
that were in such early stages of development. The same
methodology (income approach) was utilized to evaluate
purchased research and development as was utilized to evaluate
the other Nellcor identifiable intangible assets acquired, except the
cost approach was utilized to evaluate the assembled work force.
The sale of Nellcor inventories, which were stepped up to fair
value in connection with allocation of purchase price, decreased
operating earnings by $75.4 million, $46.7 million net of taxes
for the nine months ended March 31, 1998. Pre-tax charges to
the healthcare segment and specialty chemicals segment for the
nine months ended March 31, 1998 were $74.4 million and $1.0
million, respectively.
In addition, results of operations for the quarter and nine
months ended March 31, 1998 included integration charges of
$12.4 million, $8.3 million net of taxes, and $19.2 million,
$12.6 million net of taxes, respectively, related to the
healthcare segment.
Included in the results of operations for the nine months ended
March 31, 1998 is a gain of $15.8 million, $8.9 million after
taxes resulting from the sale of specialty chemical product
lines.
The following schedule summarizes the above information in
relation to earnings (loss) from continuing operations:
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
(In millions) March 31, 1998 March 31, 1998
---------------- -----------------
<S> <C> <C>
Earnings from continuing
operations excluding acquisition-
and divestiture-related items $45.4 $98.5
Nellcor
- Write-off of purchased research
and development (398.3)
- Inventory stepped up to fair
value (46.7)
- Integration charges (8.3) (12.6)
Divestiture of two specialty
chemical product lines (1.2) 8.9
--------- ---------
Earnings (loss) from continuing
operations $35.9 $(350.2)
========= =========
</TABLE>
3. Included in the results of operations for the quarter and nine
months ended March 31, 1998 is a charge of $5.7 million, $3.7
million net of taxes for a change in estimates in reserves for
receivables, inventory and warranty of Nellcor.
4. Included in earnings from continuing operations for the nine
months ended March 31, 1997 is a one-time research and
development expense of $6.0 million, $3.8 million after taxes
resulting from a strategic alliance to develop new magnetic
resonance imaging technology.
5. Included in discontinued operations are the results of the
animal health segment which was divested June 30, 1997
and the results of Fries & Fries, Inc., a wholly owned
subsidiary which owned the Company's 50 percent interest in
Tastemaker, the flavors joint venture with Hercules
Incorporated, which was divested March 31, 1997. During the
third quarter of fiscal 1998, the Company recorded a one-time,
after-tax charge of $7.9 million to discontinued
operations related to settlement costs from the sale of the
animal health segment.
6. On October 6, 1994, Augustine Medical, Inc. (Augustine)
commenced a patent infringement litigation against Mallinckrodt
Inc. and its wholly owned subsidiary, Mallinckrodt Medical, Inc.
(collectively, the Company) in the U.S. District Court for the
District of Minnesota. Specifically, Augustine alleged that the
Company's sale of all five (5) models of its convective warming
blankets infringes certain claims of one or more of its patents.
The Company filed counterclaims against Augustine in connection
with the above actions alleging unfair competition, antitrust
violations, and invalidity of the asserted patents, among other
things.
The liability phase of the case was tried to a jury in August
1997 and the verdict was that the Company's blankets infringe
certain Augustine patents under the doctrine of equivalents, but
do not literally infringe the patents. There was also a finding
of no willful infringement. On September 22, 1997, the jury
awarded damages in the amount of $16.8 million for the period
ended September 30, 1997 and the judge put in place an
injunction which stopped the Company from manufacturing and
selling blankets in the United States. The Company appealed the
jury verdicts of liability and damages to the Court of Appeals
for the Federal Circuit (a special court for patent appeals that
does not involve a jury). The Court of Appeals has stayed the
injunction pending the outcome of the Company's appeal, and the
Company continues to sell and manufacture blankets in the United
States. With the advice of outside counsel, the Company
believes there was insufficient evidence of equivalents
presented and, consequently, for this and other reasons the
verdicts were in error. The Company is working vigorously in
the Appeals Court to overturn the verdicts and believes that it
has strong arguments that its blankets do not infringe
Augustine's patents. Based on all the facts available to
management, the Company believes that it is probable that the
jury verdict and the trial court injunction will be overturned
on appeal. If damages were assessed in the same manner as
determined by the jury for sales subsequent to September 30,
1997 plus interest on the estimated total, payment would
approximate $20.5 million at March 31, 1998. The Company has
not recorded an accrual for payment of the damages, because
an unfavorable outcome in this litigation is, in management's
opinion, reasonably possible but not probable. See Part II,
Item 1 "Legal Proceedings" for additional information about this
and related claims by Augustine against the Company.
7. The Company is subject to various investigations, claims and
legal proceedings covering a wide range of matters that arise in
the ordinary course of its business activities. In addition,
the Company is in varying stages of investigation or remediation
of alleged or acknowledged contamination at currently or
previously owned or operated sites and at off-site locations
where its waste was taken for treatment or disposal.
Once the Company becomes aware of its potential environmental
liability at a particular site, the measurement of the related
environmental liabilities to be recorded is based on an
evaluation of currently available facts such as the extent and
types of hazardous substances at a site, the range of
technologies that can be used for remediation, evolving
standards of what constitutes acceptable remediation, presently
enacted laws and regulations, engineers and environmental
specialists' estimates of the range of expected clean-up costs
that may be incurred, prior experience in remediation of
contaminated sites, and the progress to date on remediation in
process. While the current law potentially imposes joint and
several liability upon each party at a Superfund site, the
Company's contribution to clean up these sites is expected to be
limited, given the number of other companies which have also
been named as potentially responsible parties and the volumes of
waste involved. A reasonable basis for apportionment of costs
among responsible parties is determined and the likelihood of
contribution by other parties is established. If it is
considered probable that the Company will only have to pay its
expected share of the total clean-up, the recorded liability
reflects the Company's expected share. In determining the
probability of contribution, the Company considers the solvency
of the parties, whether responsibility is disputed, existence of
an allocation agreement, status of current action, and
experience to date regarding similar matters. Current
information and developments are regularly assessed by the
Company, and accruals are adjusted on a quarterly basis, as
required, to provide for the expected impact of these
environmental matters.
The Company has established accruals for matters that are in its
view probable and estimable. Based upon information currently
available, management believes that existing accruals are
sufficient and that it is not reasonably possible at this time
that any additional liabilities will result from the resolution
of these matters that would have a material adverse effect on
the Company's consolidated financial position and results of
operations.
8. Provisions for income taxes were based on estimated annual
effective tax rates for each fiscal year. Excluding the
one-time $398.3 million write-off of purchased research and
development which has no tax benefit, discussed in Notes 1 and
2, the Company's effective tax rate for the first nine months
was 39.3 percent, compared to last year's 36.0 percent.
9. As of March 31, 1998, the Company has authorized and issued
100,000 shares, par value $100, 4 Percent cumulative preferred
stock of which 98,330 shares are outstanding. Mallinckrodt also
has authorized 1,400,000 shares, par value $1, of series
preferred stock, none of which is outstanding.
Shares included in treasury stock were:
March 31, June 30,
1998 1997
-------------- --------------
Common stock 13,979,560 14,843,847
4 Percent cumulative
preferred stock 1,670 1,670
10. At March 31, 1998, common shares reserved were:
Exercise of common stock purchase rights 82,045,737
Exercise of stock options and granting
of stock awards 8,910,679
--------------
Total 90,956,416
==============
11. In 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share. Statement 128 replaced
the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary
earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented
and, where necessary, restated to conform to the Statement 128
requirements.
12. The following table sets forth the computation of basic and
diluted earnings (loss) from continuing operations per common
share (in millions, except shares and per share amounts).
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
March 31, March 31,
--------------------- ---------------------
1998 1997 1998 1997
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Numerator:
Earnings (loss)
from continuing
operations $ 35.9 $ 49.6 $(350.2) $ 125.3
Preferred stock
dividends (.1) (.1) (.3) (.3)
-------- --------- -------- --------
Numerator for basic
earnings (loss)
per share and
earnings (loss)
per share assuming
dilution--income
(loss) available to
common shareholders $ 35.8 $ 49.5 $(350.5) $ 125.0
======== ======== ======== ========
Denominator:
Denominator for
basic earnings per
share--weighted-
average shares 73,080,647 73,826,057 72,837,966 74,057,373
Potential dilutive
common shares--
employee stock
options 694,661 1,352,215 1,439,319
---------- ---------- ---------- ----------
Denominator for
diluted earnings
(loss) per share--
adjusted weighted-
average shares and
assumed conversions 73,775,308 75,178,272 72,837,966 75,496,692
========== ========== ========== ==========
Basic earnings
(loss) from
continuing
operations per
common share $ .49 $ .67 $ (4.81) $ 1.69
======== ======== ======== ========
Earnings (loss) from
continuing operations
per common share--
assuming dilution $ .49 $ .66 $ (4.81) $ 1.66
======== ======== ======== ========
</TABLE>
The diluted share base for the nine months ended March 31, 1998
excludes incremental shares of 718,680 related to employee stock
options. These shares are excluded due to their antidilutive
effect as a result of the Company's loss from continuing
operations during this period.
13. The components of inventory included the following as of
March 31, 1998:
(In millions)
Raw materials and supplies $ 203.5
Work in process 67.0
Finished goods 236.6
-------
$ 507.1
=======
14. Supplemental cash flow information for the nine months ended
March 31 included:
(In millions)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Interest paid $65.3 $60.1
Income taxes paid $67.8 $47.2
Non-cash investing and financing activities:
Assumption of liabilities related to
an acquisition $452.5 $3.2
Principal amount of debt assumed by buyer
related to a divestiture $1.0 $510.0
Preferred stock received related to a
divestiture $88.9
Issuance of stock related to an acquisition $22.0
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. [1]
Results of Operations
General
- -------
The Company recorded earnings from continuing operations of $35.9
million, or 49 cents per share for the quarter ended March 31, 1998.
Excluding charges related to the acquisition of Nellcor and a charge
associated with the second quarter sales of two specialty chemical
product lines, earnings from continuing operations were $45.4
million, or 62 cents per share on a basic earnings per share basis,
61 cents per share on a diluted basis. The acquisition-related
charges of $12.4 million, $8.3 million net of taxes, were related to
stay-on bonuses, consulting and other charges of a nonrecurring
nature. The charge related to the specialty chemical product lines
reduced the after-tax gain recorded in the second quarter by $1.2
million. Earnings from continuing operations for the same quarter
last year were $49.6 million, or 67 cents per share on a basic
earnings per share basis, 66 cents per share on a diluted basis.
Net earnings for the third quarter were $28.0 million, or 38 cents
per share on a basic and diluted basis. These results include a one-
time after-tax charge of $7.9 million related to costs to settle
obligations from the sale of the animal health segment on
June 30, 1997. Net earnings for the third quarter of last year were
$48.6 million, or 66 cents per share on a basic earnings per share
basis, and 65 cents per share on a diluted basis. The fiscal 1997
results for the third quarter included a net loss of $1.0 million
from discontinued operations. The net loss from discontinued
operations in last year's results included a gain on the sale of the
Company's share of a flavors joint venture which was sold on
March 31, 1997 and an estimated loss on the sale of the animal health
segment which was sold on June 30, 1997.
Net sales for the quarter rose 47 percent to $691.2 million, compared
to $469.7 million a year earlier. Excluding the sales of Nellcor,
which was acquired at the end of August 1997, the Company's net sales
were $473.6 million, an increase of $3.9 million or 1 percent
compared to a year earlier.
For the nine-month period ended March 31, 1998, the Company recorded
a net loss from continuing operations of $350.2 million, or $4.81 per
share on a basic and diluted basis. This loss included charges
related to the Nellcor acquisition and a gain associated with the
second quarter divestiture of two specialty chemical product lines.
The acquisition-related charges are a one-time $398.3 million write-
off of purchased research and development, which had no offsetting
tax benefits, a cost of goods sold charge of $75.4 million, $46.7
million net of taxes, related to the sale of inventories stepped up
to fair value, and expenses of $19.2 million, $12.6 million net of
taxes associated with the integration of Nellcor into the Company.
Excluding the acquisition- and divestiture-related items, the Company
had earnings from continuing operations of $98.5 million, or $1.35
per share on a basic earnings per share basis, $1.33 per share on a
diluted basis. For the same period last year, the Company recorded
earnings from continuing operations of $125.3 million, or $1.69 per
share on a basic earnings per share basis, $1.66 per share on a
diluted basis.
For the nine-month period ended March 31, 1998, the Company had a net
loss of $358.1 million, or $4.92 per share on a basic and diluted
basis, which included a $7.9 million charge, or 11 cents per share,
in discontinued operations. For the corresponding period of the
prior year, net income was $127.5 million, or $1.72 per share on a
basic earnings per share basis, $1.69 per share on a diluted basis,
and included a net gain of $2.2 million, or 3 cents per share from
discontinued operations.
Net sales for the first nine months rose 35 percent to $1.85 billion
compared to $1.36 billion a year earlier. The current year sales
amount included seven months of sales of Nellcor which was acquired
at the end of August 1997. Excluding Nellcor sales, the Company's
net sales were $1.35 billion, or 1 percent below the corresponding
nine-month period last year.
- ----------------------------
[1] This report contains a number of forward-looking statements, all
of which are based on current expectations. These statements involve
risks and uncertainties and actual results could differ materially
from those discussed. Among the factors that could cause actual
results to differ materially are the following: the effect of
business and economic conditions; the impact of competitive products
and continued pressure on prices realized by the Company for its
products; constraints on supplies of raw materials used in
manufacturing certain of the Company's products; capacity constraints
limiting the production of certain products; difficulties or delays
in the development, production, testing, and marketing of products;
difficulties or delays in receiving required governmental or
regulatory approvals; market acceptance issues, including the failure
of products to generate anticipated sales levels; difficulties in
rationalizing acquired businesses and in realizing related cost
savings and other benefits; the effects of and changes in trade,
monetary, and fiscal policies, laws, and regulations; foreign
exchange rates and fluctuations in those rates; the costs and effects
of legal and administrative proceedings, including environmental
proceedings and patent disputes involving the Company; and the risk
factors reported from time to time in the Company's SEC reports.
<PAGE>
A comparison of sales and operating earnings follows:
<TABLE>
<CAPTION>
(In millions) Quarter Ended Nine Months Ended
March 31, March 31,
-------------------- ---------------------
1998 1997 1998 1997
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Sales
- -----
Healthcare $ 597.6 $ 387.2 $1,573.7 $1,121.3
Specialty chemicals 94.2 82.6 272.6 243.7
Intersegment sales (.6) (.1) (.8) (.2)
-------- -------- --------- ---------
$ 691.2 $ 469.7 $1,845.5 $1,364.8
======== ======== ========= =========
Operating earnings (loss)
- -------------------------
Healthcare $ 75.0 $ 80.6 $ (284.7) $ 216.4
Specialty chemicals 15.8 8.4 46.5 19.9
Corporate (5.6) (5.5) (18.2) (19.4)
-------- -------- --------- ---------
$ 85.2 $ 83.5 $ (256.4) $ 216.9
======== ======== ========= =========
Business Segments
- -----------------
Healthcare Quarter Ended Nine Months Ended
Net sales March 31, March 31,
-------------------- ---------------------
(In millions) 1998 1997 1998 1997
-------- -------- --------- ---------
Respiratory care $ 285.9 $ 78.2 $ 703.5 $ 235.0
Imaging agents 190.9 190.1 557.3 589.9
Pharmaceutical specialties 120.8 118.9 312.9 296.4
-------- -------- --------- ---------
$ 597.6 $ 387.2 $1,573.7 $1,121.3
======== ======== ========= =========
</TABLE>
Healthcare reported operating earnings for the quarter of $75.0
million, including the respiratory care product results of Nellcor
which was acquired at the end of August 1997. The third quarter
results include $12.4 million in charges for integration activities
involving Nellcor. Excluding the impact of the integration-related
charges, healthcare operating earnings would have been $87.4 million
or 8 percent above the $80.6 million reported for the same period
last fiscal year.
Healthcare reported an operating loss for the nine-month period of
$284.7 million. These results include a $396.3 million write-off of
purchased research and development, a $74.4 million fair value step-
up charge related to the sale of inventories acquired and $19.2
million in charges for integration activities involving Nellcor.
Excluding the impact of these charges, healthcare operating earnings
would have been $205.2 million, which is 5 percent below the $216.4
million reported by this business segment for the same period in
fiscal 1997. The nine-month year-to-year earnings decline is
primarily attributable to lower selling prices in imaging agents
which are only partially offset by volume growth. Global efforts
toward healthcare cost containment continue to exert pressure on
product pricing. The demand for price discounts from customer buying
groups has adversely impacted earnings growth. This industry trend
is expected to continue. In response to these market changes, the
Company has entered into a seven-year contract with Premier, Inc.
(Premier), the largest healthcare purchasing group in the U.S., to
supply x-ray contrast media, tracheostomy tubes, temperature
monitoring systems, and radiopharmaceuticals and related products.
Effective July 1, 1997, Premier named Mallinckrodt a corporate
partner, and Mallinckrodt's products will be used preferentially by
Premier's 1,650 member hospitals.
Net sales of the healthcare segment in the third quarter were $597.6
million, an increase of 54 percent over the $387.2 million reported
for the same period in fiscal 1997. Excluding Nellcor, healthcare
sales were $391.7 million, or 1 percent above the same quarter last
year. For the first nine months of the year, net sales for the
healthcare segment, which includes seven months of Nellcor results,
were $1.57 billion or 40 percent above the prior year period.
Excluding Nellcor, healthcare sales were $1.10 billion, or 2 percent
below prior year.
Respiratory care includes critical care products and Nellcor sales.
Excluding Nellcor sales, the business had a sales increase of $1.8
million or 2 percent, and a decrease of $2.6 million or 1 percent for
the current quarter and nine-month period, respectively, when
compared to the corresponding periods last fiscal year. The third
quarter improvement is attributable to volume growth of $8 million or
10 percent, offset by the strong U.S. dollar ($4 million) and lower
selling prices of respiratory care and anesthesiology products ($3
million). The comparison of the first nine months shows similar
results with sales volume increases of $24 million, offset by a
negative impact of the strong U.S. dollar ($13 million) and lower
prices of respiratory therapy products ($10 million). The year-to-
date sales results are also negatively impacted ($6 million) when
compared to the prior year by the divestiture of the blood gas and
electrolyte product business in September 1996.
Imaging agent sales for the third quarter were about equal to the
prior year, but for the first nine months were almost 6 percent or
$33 million behind prior year results. This sales decline is
attributable to continued erosion of selling prices of all imaging
agents, in spite of volume increases in all major product lines. For
the third quarter, sales volume of iodinated contrast media, the most
significant product line in the imaging agent business, increased $9
million, but total sales for these products declined approximately $4
million as a result of continued price erosion. For the first nine
months, iodinated contrast media sales volume increased by
approximately $35 million but total sales of these products were down
almost $41 million primarily as a result of price erosion. Although
price erosion appeared to moderate somewhat in the current quarter,
pricing pressure, especially in the U.S. iodinated contrast media
market, is expected to continue as the Company and its competitors
work to maintain market shares in a market largely driven by the
consolidation of hospital buying groups. The seven-year agreement
with Premier aligns the Company with the largest healthcare
purchasing group in the U.S., representing approximately thirty
percent of all x-ray contrast media purchased. The Premier agreement
is believed to be the largest contract ever written for contrast
media products.
Pharmaceutical specialty sales increased $2 million (2 percent) and
$17 million (6 percent) over the three-month and nine-month periods
of the prior year, respectively. The sales increase for the first
nine months is primarily due to volume increases, reflecting $12
million for dosage narcotics, including the acquisition of D.M.
Graham Laboratories, Inc. in November 1996, and $4 million for
acetaminophen (APAP). Overall pricing in this business has remained
relatively constant for the quarter and year to date when compared to
prior year.
Specialty Chemicals Quarter Ended Nine Months Ended
Net sales March 31, March 31,
------------------ -----------------
(In millions) 1998 1997 1998 1997
------ ------ ------ ------
$ 94.2 $ 82.6 $272.6 $243.7
====== ====== ====== ======
Specialty chemicals segment operating earnings for the third quarter
were $15.8 million which includes the activities of the Nellcor Aero
Systems business. Excluding Aero Systems, operating earnings for the
three months were $14.5 million, 73 percent above the prior year
amount of $8.4 million. The earnings improvement is attributable to
product mix and manufacturing cost and expense control. Operating
results for the first nine months of the year were $46.5 million.
These results include Aero Systems operations and its associated
acquisition-related charges of $3.0 million for the write-off of
purchased research and development and sale of inventories stepped up
to fair value at acquisition. In addition, year-to-date results
include a $15.8 million gain resulting from the sale of two specialty
chemical product lines divested in the second quarter of fiscal 1998.
Excluding Aero Systems and the divestiture gains, the year-to-date
results were $29.5 million, or 48 percent greater than the results
for the same period of fiscal 1997. The year-to-year improvement is
primarily attributable to a decline in expenses and sales mix.
Sales for the third quarter were up $11.6 million, or 14 percent over
the prior year. Excluding Aero Systems sales of $11.7 million, sales
for the three months were $82.5 million, or flat with the prior year.
Sales for the nine-month period were $272.6 million, or $28.9 million
higher than the amount for the corresponding period of fiscal 1997.
Excluding Aero Systems sales of $28.3 million, sales for the nine-
month period are flat compared to prior year because two plastic
additive product lines of the segment were divested in the second
quarter. The plastic additives business reported sales of $26.5
million during the first nine months of fiscal 1998 as compared with
$41.9 million during the same period last year.
Corporate Matters
- -----------------
Corporate expense is up 2 percent for the quarter but down 6 percent
for the nine months as compared to the respective periods of the
prior year. Excluding the one-time non-cash write-off of purchased
research and development which had no tax benefit, the Company's
effective tax rate for the nine months is 39.3 percent, compared to
last year's 36.0 percent. This rate increase is primarily due to
nondeductible goodwill amortization directly associated with the
acquisition of Nellcor on August 28, 1997.
Financial Condition
The Company's financial resources are expected to continue to be
adequate to support existing businesses. Since June 30, 1997, cash
and cash equivalents decreased $758.5 million, primarily as a result
of the acquisition of the outstanding common shares of Nellcor in
August 1997. Operations provided $104.0 million of cash, while
acquisition and capital spending totaled $1,900.6 million. The
Company received $29.6 million in proceeds from asset disposals.
Debt as a percentage of invested capital was 65.1 percent.
The current ratio had declined to .7:1 at the end of the second
quarter as a result of short-term borrowings during the first quarter
of fiscal 1998 to acquire the outstanding shares of Nellcor common
stock. During the third quarter, the Company issued $400 million in
long-term debt, as described below, with the proceeds used to reduce
short-term borrowing and thus improving the current ratio to .9:1 at
March 31, 1998. In addition, earlier this year the Company had
announced plans to divest its specialty chemicals segment which, when
completed, will provide cash which the Company anticipates will be
used to further reduce short-term borrowings. The catalyst business
and Aero Systems were divested in the fourth quarter for cash
proceeds of $210 million and $69.7 million, respectively.
On August 28, 1997, the Company acquired Nellcor through an agreement
to purchase for cash all the outstanding shares of common stock of
Nellcor for $28.50 per share. The aggregate purchase price of the
Nellcor acquisition was approximately $1.9 billion. The acquisition
was completed utilizing cash and cash equivalents and borrowed funds.
The borrowing of approximately $1.1 billion, reported as a current
liability, was obtained through a $2.0 billion credit facility
established in July 1997, and amended and restated in September 1997.
The credit facility consists of a $400 million term loan, which was
repaid in March 1998, and a $1.6 billion five-year revolving credit
facility. Under this agreement, interest rates on borrowings are
based upon the London Interbank Offered Rate, plus a margin dependent
on the Company's senior debt rating. There was no borrowing
outstanding under the revolving credit facility at March 31, 1998.
In January 1998, the Company issued $200 million aggregate principal
amount of notes maturing January 14, 2010. The notes bear interest
at 5.99 percent until January 14, 2000, at which time the interest
rate will be reset at a fixed annual rate of 5.64 percent plus the
Company's then incremental borrowing rate above the rate quoted on
U.S. Treasury ten-year notes. As consideration for this feature, the
Company received an up-front premium in the amount of $4.4 million,
which has been deferred and will be recognized as an adjustment to
interest expense over the term of the underlying debt. The notes are
redeemable at the election of the holder, in whole but not in part,
at 100 percent of the principal amount on January 14, 2000.
In March 1998, the Company issued $200 million aggregate principal
amount of notes maturing March 15, 2011. The notes bear interest at
6.3 percent until March 15, 2001, at which time the interest rate
will be reset at a fixed annual rate of 5.6219 percent plus the
Company's then incremental borrowing rate above the rate quoted on
U.S. Treasury ten-year notes. As consideration for this feature, the
Company received an up-front premium in the amount of $5.6 million,
which has been deferred and will be recognized as an adjustment to
interest expense over the term of the underlying debt. The notes are
redeemable at the election of the holder, in whole but not in part,
at 100 percent of the principal amount on March 15, 2001. In
conjunction with this issue, the Company entered into an interest
rate swap transaction whereby the effective periodic interest payment
is equal to three-month LIBOR plus .3419 percent. The rate is
adjusted every three months starting June 15, 1998. The swap
contract expires on March 15, 2001.
Proceeds of both of the above transactions were used to repay
commercial paper borrowings.
During the second quarter, the Company entered into two contracts of
$100 million each to hedge against a potential rise in interest rates
on its anticipated financing activities. One hedge was terminated in
January 1998 effective with the issuance of the notes maturing in
2010. The second contract was terminated in March 1998 with the
issuance of the notes maturing in 2011. The $4.3 million total
realized losses on the termination of the contracts has been deferred
and will be recognized as an adjustment to interest expense over the
terms of the underlying debt.
In December 1997, the Company filed a $500 million shelf debt
registration statement. The unused portions of shelf registrations
filed in 1995 and 1992 have been cancelled.
At March 31, 1998, the Company has a $1.0 billion private-placement
commercial paper program. The program is backed by the $1.6 billion
five-year U.S. revolving credit facility available until September
2002. At March 31, 1998, there was $630.8 million commercial paper
borrowings outstanding. There was no borrowing outstanding under the
revolving credit facility at March 31, 1998. Non-U.S. lines of
credit totaling $140.6 million were also available and borrowings
under these lines amounted to $17.6 million at March 31, 1998. The
non-U.S. lines are cancelable at any time.
The Company's Board of Directors previously authorized repurchase of
47 million shares of common stock and additional repurchases not to
exceed cash outlays of $250 million. Share repurchases have totaled
36.8 million shares, including 240 thousand shares during the nine
months ended March 31, 1998.
Estimated capital spending for the year ending June 30, 1998 is
approximately $160 million.
Impact of Year 2000
- -------------------
The Year 2000 issue is the result of computer programs that were
written using two digits rather than four to define the applicable
year. Any such computer programs that have time-sensitive software
may recognize a year containing "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations
causing disruptions of operations including, among other things, a
temporary inability to process transactions or engage in similar
normal business activities.
The Company has completed an assessment and will have to modify or
replace portions of its software so that its computer systems will
function properly with respect to dates in the year 2000 and
thereafter. Both internal and external resources will be used to
reprogram or replace non-compliant software, and to appropriately
test Year 2000 modifications. Such modifications are being funded
through operating cash flows and are estimated to be immaterial to
current or future results of operations and financial position.
The project to address Year 2000 modifications has been underway
since February 1997 and is estimated to be substantially completed no
later than January 1999, which is prior to any anticipated
significant impact on Mallinckrodt's operations. The Company
believes that with modifications to existing software and conversions
to new software, the Year 2000 issue will not pose significant
operational problems for its computer systems. However, if such
modifications and conversions are not made or are not completed
timely, the Year 2000 issue could have a material impact on the
operations of the Company.
The cost of the project and the date on which the Company believes it
will substantially complete Year 2000 modifications are based on
management's best estimates. Such estimates were derived using
software surveys and programs to evaluate calendar date exposures and
numerous assumptions of future events, including the continued
availability of certain resources and other factors. Because none of
these estimates can be guaranteed, actual results could differ
materially from those anticipated. Specific factors that might cause
such differences include, but are not limited to, the availability
and cost of personnel trained in this area, the ability to locate and
correct all relevant computer codes, and similar uncertainties.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company has determined that its market risk exposures, which
arise primarily from exposures to fluctuations in interest rates and
foreign currency rates, are not material to its future earnings, fair
value and cash flows.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the
ordinary course of its business activities. In connection with laws
and regulations pertaining to the protection of the environment, the
Company is a party to several environmental remediation
investigations and clean-ups and, along with other companies, has
been named a "potentially responsible party" for certain waste
disposal sites. Each of these matters is subject to various
uncertainties, and it is possible that some of these matters will be
decided unfavorably against the Company. See Part I, Item 1 "Notes
to Condensed Consolidated Financial Statements" for information about
the manner in which the Company establishes accruals for financial
contingencies, including contingencies related to legal proceedings
involving the Company.
Previously Reported Matters
- ---------------------------
The following is a discussion of material developments in proceedings
previously reported in the Company's annual report on Form 10-K for
its year ended June 30, 1997, as amended by the Company's reports on
Form 10-Q for the quarters ended September 30, 1997 and December 31,
1997:
Environmental Matters
- ---------------------
Orrington, ME--As previously reported, the U.S. Environmental
Protection Agency (USEPA) and the State of Maine Department of
Environmental Protection (DEP) had requested additional information
to complete the Site Investigation which was provided by the Company.
Based on the data, USEPA and Maine DEP have asked the Company and the
current owner to complete certain interim tasks to prevent potential
migration of materials offsite. Upon completion of the interim
tasks, the parties will finalize the Site Investigation and propose a
remedial action plan.
Auburn Hills, MI--The Company met with the State of Michigan
Department of Environmental Quality (DEQ) to discuss the DEQ's
position regarding certain additional activities. The DEQ intends to
complete certain additional tasks which will supplement the
characterization of the site. The Company has held several
settlement meetings with other PRP's, but has not settled the
litigation. Further discovery is proceeding.
Springville, UT--As previously reported, the Company has been sued
along with The Ensign-Bickford Company in connection with the
Company's former ownership of this site in the following two matters:
Stephens et al v. Trojan Corporation et al and Don Henrichsen et al
v. The Ensign-Bickford Company et al. Both suits are pending in the
United States District Court, District of Utah, Central Division.
Discovery is proceeding in both of these matters with depositions
currently being completed.
Other Litigation
- ----------------
Augustine Medical, Inc.-- On February 24, 1998, Augustine Medical,
Inc. filed an action in the District Court of The Hague, the
Netherlands, against Mallinckrodt Inc., various Mallinckrodt European
entities and Mallinckrodt distributors (collectively "Mallinckrodt")
alleging that Mallinckrodt Warm Touch(*) blankets infringe its
European patent EP0311336. Augustine is seeking an injunction
against future sales and damages. A preliminary hearing is scheduled
for May 26, 1998. This European patent is a counterpart of
Augustine's United States patent which is the subject matter of
litigation between the parties, as previously reported, in the U.S.
District Court in the District of Minnesota currently under appeal to
the Court of Appeals for the Federal Circuit in Washington D.C.
Mallinckrodt will vigorously defend this action contending that the
Augustine patent is invalid or not infringed. See Part I, Item 1
"Notes to Condensed Consolidated Financial Statements" for additional
information about the ongoing United States patent infringement
litigation between Augustine and Mallinckrodt.
Nycomed Imaging AS--On April 21, 1998, Nycomed Imaging AS ("Nycomed")
filed an action in the District Court of The Hague, the Netherlands,
against various Mallinckrodt European entities (collectively
"Mallinckrodt") and Mallinckrodt's licensor, Molecular BioSystems,
Inc. ("MBI"), alleging that Optison(*) ultrasound agent infringed or
will infringe its European patent EP0576521. Nycomed is seeking an
injunction against future sales and damages. A preliminary hearing
is scheduled for October 19, 1998. This European patent is the
counterpart of Nycomed's U.S. patent that is the subject matter of
litigation between the parties in the U.S. District Court in the
District of Columbia as previously reported. Mallinckrodt and MBI
will vigorously defend this action contending that the Nycomed
European patent is invalid or not infringed.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Filed with
Exhibit Incorporated Herein Electronic
Number Description by Reference to: Submission
- ------- ----------- ------------------- ----------
27 Financial
Data Schedule X
(b) Reports on Form 8-K.
During the quarter and through the date of this report, the
following reports on Form 8-K were filed.
- Report dated January 7, 1998 under Item 5 regarding new
ultrasound imaging agent, Optison(*) being cleared by the
FDA.
- Report dated January 22, 1998 under Item 5 regarding
Mallinckrodt exploring additional portfolio realignments.
- Report dated February 2, 1998 under Item 5 regarding European
approval of new ultrasound imaging agent Optison(*).
- Report dated February 3, 1998 under Item 5 regarding pro
forma statements to present the combined results of
operations of Mallinckrodt Inc. and Nellcor Puritan Bennett
Incorporated by quarter for the year ended June 30, 1997.
- Report dated February 25, 1998 under Item 5 regarding
Engelhard plans to acquire Mallinckrodt catalyst business.
- Report dated March 2, 1998 under Item 5 regarding
presentation of consolidated financial statements for Nellcor
Puritan Bennett Incorporated for the periods ended July 6,
1997 and July 7, 1996.
- Report dated March 4, 1998 under Item 7 regarding
presentation of Nellcor Puritan Bennett Incorporated
financial statements for the years ended July 7, 1996 and
July 2, 1995, and for the three-month and nine-month periods
ended April 6, 1997 and March 31, 1996.
- Report dated March 23, 1998 under Item 5 to provide pro forma
statement of operations to present the combined results of
Mallinckrodt Inc. and Nellcor Puritan Bennet Incorporated for
the six months ended December 31, 1997.
- Report dated March 23, 1998 under Item 7 regarding financial
statements, pro forma financial information and exhibits with
respect to that certain Current Report on Form 8-K filed on
September 5, 1997 as amended by that certain Form 8-K/A of
Mallinckrodt filed on November 3, 1997 and as further amended
by that certain Form 8-K/A filed on March 4, 1998.
- Report dated April 22, 1998 under Item 5 regarding near-term
outlook in conjunction with third quarter earnings report.
- Report dated May 6, 1998 under Item 5 regarding completion of
the sale of the catalyst business.
**************
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Mallinckrodt Inc.
- ---------------------------
Registrant
By: MICHAEL A. ROCCA By: DOUGLAS A. MCKINNEY
------------------------ ---------------------
Michael A. Rocca Douglas A. McKinney
Senior Vice President and Vice President and
Chief Financial Officer Controller
DATE: May 12, 1998
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This schedule contains summary financial information extracted
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<MULTIPLIER> 1,000,000
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<RECEIVABLES> 498
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<CURRENT-ASSETS> 1200
<PP&E> 1539
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<TOTAL-ASSETS> 3944
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<BONDS> 950
0
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<COMMON> 87
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