MEDTRONIC INC
8-K, 1998-08-20
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 Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 6, 1998


                                 Medtronic, Inc.
             (Exact name of Registrant as Specified in its Charter)


                                    Minnesota
                 (State or Other Jurisdiction of Incorporation)



         1-7707                                           41-0793183
(Commission File Number)                                (IRS Employer
                                                        Identification No.)


                            7000 Central Avenue N.E.
                        Minneapolis, Minnesota 55432-3576
              (Address of Principal Executive Offices and Zip Code)


                                 (612) 514-4000
              (Registrant's telephone number, including area code)



                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 5.           Other Events

         On August 6, 1998 and August 18,  1998,  the  Registrant  issued  press
releases relating to first-quarter earnings. The full text of the press releases
is set forth in Exhibits 99.1 and 99.2, respectively,  which are attached hereto
and incorporated in this Report as if fully set forth herein.

Item 7.           Financial Statements and Exhibits

     Exhibit 99.1 Press release dated August 6, 1998. 

     Exhibit 99.2 Press release dated August 18, 1998.

                                   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.



                                             By /s/ Robert L. Ryan
Date:  August 19, 1998                          Robert L. Ryan
                                                Senior Vice President and Chief
                                                Financial officer





<PAGE>


                                  EXHIBIT INDEX

                                 Medtronic, Inc.
                             Form 8-K Current Report
                              Dated August 19, 1998




Exhibit Number             Description

       99.1                Press release dated August 6, 1998
       99.2                Press release dated August 18, 1998








                                                          Contacts:
                                                             Chris O'Connell
                                                             Investor Relations
                                                             612/514-4971

                                                             Dick Reid
                                                             Public Relations
                                                             612/514-3052


F O R    I M M E D I A T E    R E L E A S E


                 MEDTRONIC PRE-ANNOUNCES FIRST-QUARTER REVENUES
                        AND ESTIMATED EARNINGS PER SHARE

         MINNEAPOLIS,  MN, August 6, 1998 -- Medtronic,  Inc. (NYSE:  MDT), said
today that  revenues and earnings per share for its first  quarter will be below
company  expectations and analysts' published  estimates.  Though officials said
the  company  anticipates  accelerating  revenue  during  the year as major  new
products are introduced to the U.S. market, constant-currency revenues grew only
4 percent to approximately $653 million in the quarter ended July 31.
       
         Accordingly,  diluted  earnings  per  share are  expected  to be $0.32,
compared  with  $0.31 for the first  quarter  last year,  and 2 cents  below the
"street" consensus.

         "Medtronic expects  accelerating  revenue as new products,  now winning
rapid acceptance in international  markets,  are launched in the United States,"
said William W. George,  chairman and chief executive  officer.  He specifically
cited the advanced Medtronic.Kappa(R) 700 pacemaker system and the new Medtronic
Gem(TM) DR defibrillator system, both now gaining market share internationally.

         "It was a tough  quarter,"  George said,  "but we believe  Medtronic is
positioned for its full fiscal year to substantially surpass the $1.27 per share
(before one-time charges) the company earned last year."

         Cardiac Rhythm  Management  revenues  increased 6 percent,  showing the
benefit of the new pacemakers and  defibrillators  in markets outside the United

<PAGE>

States. Bradycardia pacing revenues grew nearly 8 percent on a 10 percent growth
in unit sales, leading to market share gains worldwide. International sales were
especially strong as the  Medtronic.Kappa  700 system drove a 10 percent revenue
increase and a 13 percent  increase in unit sales.  The company  expects further
increases in pacemaker sales as that system wins U.S. regulatory clearance later
in the year.

         Tachyarrhythmia Management sales increased just 5 percent as the market
continued its shift to dual chamber  defibrillators for treatment of dangerously
fast heart rhythms. Rapid acceptance in Europe of the Gem DR defibrillator drove
international  revenue and unit sales growth of more than 30 percent  while U.S.
revenues and unit sales declined 5 percent and 3 percent respectively.

         The company said it expects  accelerating growth in defibrillator sales
during the year. Recent international  releases of the Medtronic Jewel(R) AF and
Medtronic Gem SR defibrillators  are expected to augment the momentum of the Gem
DR system outside the United States and the company  anticipates U.S. regulatory
clearance of Gem DR/SR defibrillators in its second quarter.

         Medtronic Cardiac Surgery sales increased 6 percent in the quarter, led
by continuing  strength in bioprosthetic  heart valves.  First-quarter  Vascular
revenues  were  reduced  by a sharp  decline  in sales  of  stents  and  balloon
catheters used in coronary angioplasty. Neurostimulation and drug delivery sales
each  grew by more  than 20  percent,  but  sales  of  neurological  shunts  and
diagnostic  instruments  failed to achieve planned levels.  As in Cardiac Rhythm
Management  product lines,  neurological sales are expected to accelerate during
the remainder of the year.

         The company said that  regulatory  processes  are on track for a public
stock  offering  and  completion  of  the  recently  announced  acquisitions  of
Physio-Control  International,  Inc., and AVECOR  Cardiovascular Inc. later this
fall.
         Medtronic plans to announce complete first-quarter financial results on
August 18.

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

<PAGE>

                                                              
Any statements made regarding the company's  anticipated  financial  results and
regulatory  approvals are forward-looking  statements which are subject to risks
and  uncertainties,  such as those  described in the company's  Annual Report on
Form 10K for the year ended April 30, 1998. Actual results may differ materially
from anticipated results.






  

                                                     Contacts:
                                                          Chris O'Connell
                                                          Investor Relations
                                                          612/514-4971

                                                          Dick Reid
                                                          Public Relations
                                                          612/514-3052


F O R    I M M E D I A T E    R E L E A S E


          MEDTRONIC REPORTS FIRST-QUARTER EARNINGS PER SHARE OF $0.32,
                      CONSISTENT WITH EARLIER ANNOUNCEMENT

         MINNEAPOLIS,  MN, August 18, 1998 -- Confirming its earlier  estimates,
Medtronic,  Inc. (NYSE: MDT), today reported  first-quarter diluted earnings per
share of $0.32 on net  earnings of $150.4  million.  Revenues of $653.2  million
reflected  an  increase of 4 percent,  excluding  the  negative  impact of $15.6
million in foreign currency translation.  Net earnings increased 3 percent above
the $146.5 million recorded in the comparable period a year ago.

         The company  expects  growing sales momentum in the last half of fiscal
1999. William W. George,  chairman and chief executive  officer,  said Medtronic
anticipates   that  new  products   which  are  winning   rapid   acceptance  in
international  markets  will drive the growth as they are launched in the United
States.  He cited the advanced  Medtronic.Kappa(R)  700 pacemaker system and the
new Medtronic  Gem(TM) DR  defibrillator  system,  both now gaining market share
internationally.

         George also called attention to the recent launches  internationally of
the  Medtronic  Jewel(R) AF  arrhythmia  management  device for the treatment of
atrial fibrillation and Medtronic  InSync(TM) multisite stimulator for treatment
of  congestive  heart  failure.  In  addition,  he said,  the recent first human
implants of the Medtronic  Chronicle(TM)  hemodynamic  monitor and the Medtronic

<PAGE>

Kinetra(TM)  neurostimulator  mark major  milestones for the  innovative  device
therapies  Medtronic  is  developing  to serve a wide  variety of unmet  medical
needs.  The latter two  devices,  for  diagnosis  and  treatment of persons with
congestive heart failure and bilateral essential tremor or Parkinson's  disease,
respectively,  "are  features in a full  pipeline  that will  positively  impact
Medtronic results in the future," George added.

         Cardiac Rhythm Management  revenues increased 6 percent in the quarter,
showing the benefit of the new pacemakers and  defibrillators in markets outside
the United  States.  Bradycardia  pacing  revenues grew nearly 8 percent on a 10
percent  growth  in  unit  sales,  leading  to  market  share  gains  worldwide.
International  sales were especially  strong as the  Medtronic.Kappa  700 system
drove a 10 percent revenue increase and a 13 percent increase in unit sales. The
company  expects  further  increases in pacemaker sales as that system wins U.S.
regulatory clearance later in the year.

         Tachyarrhythmia  Management  sales  increased  5 percent  as the market
continued its shift to dual chamber  defibrillators for treatment of dangerously
fast heart rhythms. Rapid acceptance in Europe of the Gem DR defibrillator drove
international revenue and unit sales growth of more than 30 percent. The company
said it expects  accelerating growth in defibrillator sales during the year with
U.S.  regulatory  clearance  of Gem  and  Gem DR  defibrillators  in its  second
quarter.

         Medtronic Cardiac Surgery sales increased 6 percent in the quarter, led
by continuing  strength in bioprosthetic  heart valves.  First-quarter  Vascular
revenues reflected a sharp decline in sales of stents and balloon catheters used
in coronary angioplasty.

         Quarterly sales of neurostimulation  and drug delivery products grew by
22 and 20 percent,  respectively,  over  amounts  reached as they grew 21 and 72
percent in the comparable  quarter last year.  Sales of neurological  shunts and
diagnostic  instruments  failed to achieve expected levels. As in Cardiac Rhythm
Management  product lines,  neurological sales are expected to accelerate during
the remainder of the year.

         The company said that  regulatory  processes  are on track for a public
stock offering in September and the acquisition of Physio-Control International,
Inc.,  and AVECOR  Cardiovascular  Inc.  later this fall.  A recently  announced
inquiry from the Federal Trade Commission about the  Physio-Control  transaction

<PAGE>

is not  expected  to delay  timely  completion  of that  transaction,  Medtronic
officials said.

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

                                      - - -

Any statements made regarding the company's  anticipated  financial  results and
regulatory  approvals are forward-looking  statements which are subject to risks
and  uncertainties,  such as those  described in the company's  Annual Report on
Form 10K for the year ended April 30, 1998. Actual results may differ materially
from anticipated results.

<PAGE>

<TABLE>
<CAPTION>



                                                                             MEDTRONIC, INC.
                                                                  CONSOLIDATED STATEMENT OF EARNINGS
                                                                              (Unaudited)

                                                                          Three months ended
                                                                     ------------------------------
                                                                       July 31,       August 1,
                                                                         1998           1997
                                                                     -------------   ------------
                                                                (in thousands, except per share data)

<S>                                                                <C>            <C>   
Net sales                                                          $      653,235 $      646,279
                                                                                      
Costs and expenses:                                                                   
  Cost of products sold                                                   169,689        160,161
  Research and development expense                                         74,634         70,687
  Selling, general, and
    administrative expense                                                187,927        194,903
  Interest expense                                                          1,882          1,950
  Interest income                                                          (6,996)        (5,068)
                                                                     -------------   ------------
    Total costs and expenses                                              427,136        422,633
                                                                     -------------   ------------

Earnings before income taxes                                              226,099        223,646
                                                                                      
Provision for income taxes                                                 75,743         77,158
                                                                     -------------   ------------

Net earnings                                                       $      150,356 $      146,488
                                                                     =============   ============
                                                                                      
Weighted average shares outstanding                                       469,061        468,402

Basic earnings per share                                           $         0.32 $         0.31
                                                                     =============   ============

Earnings per share assuming dilution                               $         0.32 $         0.31
                                                                     =============   ============
 
Weighted average shares outstanding assuming dilution                     476,236        476,245


</TABLE>




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