MEDTRONIC INC
8-K, 1996-05-28
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

                          Date of Report - May 23, 1996


                                 MEDTRONIC, INC.
             (Exact name of registrant as specified in its charter)


         Minnesota                 1-7707                         41-0793183
(State or other Jurisdiction    (Commission File               (IRS Employer
      of incorporation)             Number)                 Identification No.)




                            7000 Central Avenue N.E.
                        Minneapolis, Minnesota 55432-3576
              (Address of principal executive offices and zip code)



                                 (612) 574-4000
              (Registrant's telephone number, including area code)





<PAGE>



ITEM 5.  Other Events

     On May 23, 1996,  the  registrant  issued a press  release  announcing  its
financial results for the fiscal year ended April 30, 1996. The full text of the
press release is set forth in Exhibit 99 attached  hereto and is incorporated in
this report as if fully set forth herein.

                                   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 hereunto duly authorized.

                                                   MEDTRONIC, INC.
                                                    (Registrant)


Date:  May 28, 1996                                By: /s/ Robert L. Ryan
                                                   Robert L. Ryan, Senior
                                                   Vice President and Chief
                                                   Financial Officer




<PAGE>



                                  EXHIBIT INDEX


  Exhibit No.                             Description

      99                                  Press release dated May 23, 1996







Exhibit 99
[Medtronic Logo]                                    NEWS RELEASE


Medtronic, Inc.                                     Contact:
7000 Central Avenue, N.E.
Minneapolis, Minnesota 55432-3576
Telephone:  (612) 574-4000                          Dale Beumer
                                                    Investor Relations
                                                    612/574-3038

                                                    Dick Reid
                                                    Public Relations
                                                    612/574-3052
FOR IMMEDIATE RELEASE

               MEDTRONIC POSTS 49 PERCENT INCREASE IN NET EARNINGS
               ON 24.5 PERCENT GROWTH IN REVENUES FOR FISCAL 1996

     MINNEAPOLIS,  MN,  May 23,  1996 --  Medtronic,  Inc.  (NYSE:  MDT),  today
reported  net earnings of $437.8  million for the year ended April 30, 1996,  on
revenues  of  $2,169.1  million.  This  reflects  a 49 percent  increase  in net
earnings from last year's $294.0 million and a 24.5 percent increase in revenues
from last  year's  $1.7  billion.  

     On a constant currency basis,  fiscal 1996 revenues increased 23.2 percent.
Earnings per share were $1.88, a 47 percent increase over the $1.28 recorded for
fiscal  1995.  

     Fiscal 1996 marked  Medtronic's  eleventh  consecutive year of increases in
both revenues and earnings, which have been uninterrupted by one-time writeoffs.
Since 1985,  Medtronic's  revenues and net earnings per share have  increased at
compound annual growth rates of 17.4 percent and 26.2 percent, respectively. 

     Net earnings in the fourth quarter were $125.4  million,  or $.54 share, an
increase of 43 percent over earnings in the comparable period a year ago. It was
the eighth consecutive  quarter in which Medtronic earnings grew by more than 20
percent. Quarterly revenues reached a record $596.1 million, an increase of 15.4
percent.  Sales were up 18 percent after  adjusting for the negative  effects of
foreign currency translation which reduced revenues by $13.8 million. 

     "Medtronic had an outstanding year," said William W. George,  president and
chief  executive  officer.  Noting  that the company had gone from $1 billion in
revenue  five years ago to  surpass  the $2 billion  milestone  in fiscal  1996,
George  credited  "advanced, market-leading  products and rapid acceptance by
physicians seeking the best and most  cost-effective  therapeutic  solutions for
their patients."  

     Pacemaker  product  lines,  led  by Thera(R) i-series(TM) devices and
CapSure(R) Z and CapSureFix(R)  pacing leads, turned in their eighth consecutive
quarter of double-digit percentage unit growth driven by broadening medical
indications for pacemaker use and increasing market share.

     Three  Medtronic   business  areas  --   tachyarrhythmia,   vascular,   and
neurological -- reported growth rates of nearly 40 percent in the quarter.  On a
constant currency basis,  revenues from implantable  defibrillators  and related
devices  were up 39  percent  as sales of the  Jewel(R)  Active  Can(TM)  models
continued strong.  Interventional  vascular sales rose 38 percent,  primarily on
momentum of the Medtronic  Wiktor(R)  coronary stent in Europe and Japan. In the
Neurological  sector,  revenues  increased 37 percent.  Medtronic PS Medical and
Medtronic Micro Interventional  Systems,  both acquired in November,  1995, made
revenue  contributions  along with the Itrel(R) 3 spinal cord stimulation system
and the  SynchroMed(R)  implantable drug infusion system which continued to show
solid sales  gains.  Sales in the Cardiac  Surgery  sector were  highlighted  by
strong  performance  in the tissue  heart valve and cannulae  product  lines but
cardiopulmonary  product sales and overall sector revenues were flat.  

     Medtronic said that its  acquisitions  of Synectics  Medical AB and AneuRx,
Inc.,  had been  completed  and that it expects to complete the  acquisition  of
InStent Inc. in early July.  One-time  costs related to  acquisition  activities
were recognized in the quarter.  

     "These innovative  organizations add new growth platforms that will play an
important  role in fueling  Medtronic's  progress over the next decade,"  George
said.  

     Medtronic,  Inc.  headquartered  in  Minneapolis,  is the  world's  leading
medical technology company,  specializing in implantable and invasive therapies.
Its Internet address is http://www.medtronic.com. 

                             - tabulation follows -

<PAGE>


                                 MEDTRONIC, INC.
                       CONSOLIDATED STATEMENT OF EARNINGS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                         Three months ended                                Fiscal year ended
                            --------------------------------------------------  --------------------------------------------
                                  April 30,                      April 30,       April 30,                      April 30,
                                     1996                           1995           1996                           1995
                            -------------------            -------------------  ----------------            -----------------
                                                           (in thousands, except per share data)


<S>                             <C>                         <C>                   <C>                        <C>    

Net sales                       $    596,103                $   516,722           $  2,169,114               $ 1,742,392

Costs and expenses:
   Cost of products sold              149,873                   156,735                589,710                   540,080
   Research and development            
      expense                          68,814                    55,460                236,684                   191,351
   Selling, general, and
      administrative expense          192,631                   176,148                695,550                   574,624
   Interest expense                     2,239                     2,242                  7,960                     9,007
   Interest income                     (8,910)                   (5,925)               (29,193)                  (14,775)
                                 -------------------       -------------------   -------------------      -------------------
      Total costs and expenses        404,647                    384,660             1,500,711                 1,300,287
                                 -------------------       -------------------   -------------------      -------------------

Earnings before income taxes          191,456                    132,062               668,403                   442,105

Provision for income taxes             66,052                     44,241               230,599                   148,105
                                 -------------------       -------------------   -------------------      -------------------
Net earnings                       $  125,404        $            87,821          $    437,804               $   294,000
                                 ===================       ===================   ===================      ===================
Weighted average shares
  outstanding                        234,174                     230,882               233,157                   230,480

Net earnings per share             $    0.54                  $     0.38          $       1.88               $      1.28
                                 ===================       ===================   ===================      ===================
</TABLE>

     The first two  quarters of FY96 have been  restated to reflect the November
1995 acquisition of Micro Interventional  Systems,  Inc. which was accounted for
as a pooling of  interests.  Prior years  activity has not been  restated as the
impact of the business combination in prior years is not considered material and
restatement is therefore not required.



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