SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
Of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1999
Commission File Number 0-7955
Mentor Corporation
(Exact name of registrant as specified in its charter)
Minnesota 41-0950791
(State of Incorporation) (I.R.S. Employer Identification
Number)
201 Mentor Drive, Santa Barbara, California 93111
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: (805) 879-6000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 of 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
The number of shares outstanding for each of the Issuer's classes
of common stock as of November 15, 1999 was:
Common stock, $.10 par value 24,370,456 shares
Mentor Corporation
INDEX
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Financial
Position -- September 30, 1999 and March 31, 1999
Consolidated Statements of Income -- Three Months
Ended September 30, 1999 and 1998
Consolidated Statements of Income -- Six Months
Ended September 30, 1999 and 1998
Condensed Consolidated Statements of Cash Flows --
Six Months Ended September 30, 1999 and 1998
Notes to Condensed Consolidated Financial Statements--
September 30, 1999
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security
Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
List of Exhibits
11 Statement Regarding Computation of Per Share
Earnings
Mentor Corporation
Condensed Consolidated Statements of Financial Position
September 30, 1999 and March 31, 1999
(Unaudited)
September 30, March 31,
(dollars in thousands) 1999 1999
ASSETS
Current assets:
Cash and equivalents $ 44,186 $ 19,533
Marketable securities 14,471 2,088
Accounts receivable, net 38,516 37,431
Inventories 32,646 30,552
Deferred income taxes 8,619 7,919
Net assets of discontinued operations 9,929 36,818
Prepaid Expenses and Other 9,818 7,640
Total current assets 158,185 141,981
Property and equipment, net 36,607 34,995
Intangible, net 2,485 2,342
Goodwill, net 4,674 7,966
Long term marketable securities and
investments 9,077 8,356
Other assets 337 371
53,180 54,030
Total assets $ 211,365 $ 196,011
See Notes to Condensed Consolidated Financial Statements
Mentor Corporation
Condensed Consolidated Statements of Financial Position
September 30, 1999 and March 31, 1999
(Unaudited)
September 30, March 31,
(dollars in thousands) 1999 1999
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 5,507 $ 5,726
Accrued compensation 6,120 7,049
Income taxes payable 1,281 3,770
Dividends payable 610 612
Sales returns 5,438 5,126
Self-insured retention 4,981 3,700
Accrued royalties 1,413 1,076
Other accrued liabilities 6,629 4,171
Short-term bank borrowings 4,000
Total current liabilities 31,979 35,230
Long-term deferred taxes 3,913 2,163
Shareholders' equity:
Common stock, $.10 par value:
Authorized 50,000,000 shares
Issued and outstanding:
24,451,837 shares at
September 30,1999
24,548,537 shares at
March 31, 1999 2,451 2,455
Capital in excess of par value 19,073 21,502
Cumulative translation adjustment (1,380) (1,141)
Unrealized gain on investments 1,415 880
Retained earnings 153,914 134,922
175,473 158,618
Total liabilities and shareholders'
Equity $ 211,365 $ 196,011
See Notes to Condensed Consolidated Financial Statements
Mentor Corporation
Consolidated Statements of Income
Three Months Ended September 30, 1999 and 1998
(Unaudited)
(in thousands, except per share data) 1999 1998
Net sales $ 58,002 $ 47,713
Costs and expenses:
Cost of sales 21,910 16,996
Selling, general and administrative 23,894 19,222
Research and development 3,908 3,639
49,712 39,857
Operating income from continuing
operations 8,290 7,856
Interest expense (10) (16)
Interest income 807 291
Other income (expense) (235) (167)
Income from continuing operations
before income taxes 8,852 7,964
Income taxes 2,839 3,084
Income from continuing operations 6,013 4,880
Income from discontinued operations,
net of tax 289 692
Net income $ 6,302 $ 5,572
Basic earnings per share:
Continuing operations $ .25 $ .20
Discontinued operations .01 .03
Basic earnings per share $ .26 $ .23
Diluted earnings per share:
Continuing operations $ .24 $ .19
Discontinued operations .01 .03
Diluted earnings per share $ .25 $ .22
See notes to consolidated financial statements
Mentor Corporation
Consolidated Statements of Income
Six Months Ended September 30, 1999 and 1998
(Unaudited)
(in thousands, except per share data)
1999 1998
Net sales $ 118,146 $ 95,797
Costs and expenses:
Cost of sales 43,430 32,187
Selling, general and administrative 48,425 38,276
Research and development 8,034 6,760
$ 99,889 $ 77,223
Operating income from continuing
Operations 18,257 18,574
Interest expense (29) (26)
Interest income 982 668
Other income (expense) (163) (234)
Income from continuing operations
before income taxes 19,047 18,982
Income taxes 6,059 6,789
Income from continuing operations 12,988 12,193
Income from discontinued operations,
net of tax 7,226 1,218
Net income $ 20,214 $ 13,411
Basic earnings per share:
Continuing operations $ .53 $ .49
Discontinued operations .30 $ .05
Basic earnings per share $ .83 $ .54
Diluted earnings per share:
Continuing operations $ .52 $ .47
Discontinued operations .29 .05
Diluted earnings per share $ .81 $ .52
See notes to consolidated financial statements
Mentor Corporation
Condensed Consolidated Statements of Cash Flows
Six Months Ended September 30, 1999 and 1998
(Unaudited)
(in thousands) 1999 1998
Cash flows from continuing operating
activities $ 13,511 $ 9,663
Cash flows from discontinued
operating activities (1,163) 3,048
Cash flows from operating activities 12,348 12,711
Cash flows from investing activities:
Purchase of property, equipment,
and intangibles (6,012) (9,312)
Other (21) (70)
Cash flows from continuing
investing activities (6,033) (4,658)
Cash flows from discontinued
investing activities 38,377 (471)
Cash flows from investing activities 32,344 (9,853)
Cash flows from financing activities:
Exercise of stock options 3,253 1,125
Dividends paid (1,223) (1,218)
Reduction of debt (4,000) 5,100
Repurchase of common stock (5,686) (19,891)
(7,656) (14,884)
Increase (decrease) in cash, cash
equivalents, and marketable
securities 37,036 (12,026)
Cash at beginning of period 21,621 27,937
Cash at end of period $ 58,657 $ 15,911
See notes to consolidated financial statements
Mentor Corporation
Notes to Condensed Consolidated Financial Statements
September 30, 1999
Note A
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three-month and six-month period ended
September 30, 1999 are not necessarily indicative of the results
that may be expected for the year ended March 31, 2000.
The balance sheet at March 31, 1999 has been derived from the
audited financial statements at that date but does not include
all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended March 31, 1999.
Note B
Inventories at September 30, 1999 and March 31, 1999 consisted
of:
(in thousands) September 30, March 31,
Raw materials $ 7,530 $ 7,640
Work in process 6,648 6,563
Finished goods 18,468 16,349
$ 32,646 $ 30,552
Note C
Other assets at September 30, 1999 include the Company's equity
investments in its marketing partners, Intracel Corporation and
North American Scientific, Inc. (NASI). The Intracel Corporation
investment is valued at cost of $6 million. In accordance with
Financial Accounting Standards Board (FASB) statement 115
"Accounting of Certain Equity Investments in Debt and Equity
Securities", the North American Scientific investment is carried
at its fair market value of approximately $3.2 million.
Unrealized gains, net of the related tax effect, are accounted
for as a separate component of shareholders' equity.
Note D
The Company has adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 establishes standards for reporting and display of an
alternative income measurement and its components (revenue,
expenses, gains and losses) in a full set of general-purpose
financial statements. Total comprehensive income includes net
earnings, net unrealized currency gains and losses on translation
and net unrealized gains and losses on securities.
The components of comprehensive income are listed below:
Three Months Ended Six Months Ended
September 30, September 30,
(in thousands) 1999 1998 1999 1998
Net income $ 6,302 $ 5,572 $20,214 $13,411
Foreign currency
translation adjustment 489 (362) (239) (291)
Unrealized gains (losses)
on investment
activities (135) (2,900) 534 (4,000)
Comprehensive income $ 6,656 $ 2,310 $20,509 $ 9,120
Note E
The Company has adopted Statement of Financial Accounting
Standards No. 131 "Disclosures about Segments of an Enterprise
and Related Information" ("SFAS 131"). SFAS 131 establishes
standards under which companies report information about
operating segments in financial statements.
The Company's operations are principally managed on a functional
basis and reported on a product or geographic basis. As a result
there are four reportable segments: Aesthetic and General
Surgery, Surgical Urology, Clinical and Consumer Healthcare
products, and International.
The Aesthetic and General Surgery products segment consists
primarily of breast implants, tissue expanders and the Company's
Contour Genesis Ultrasonic equipment product line along with
equipment and disposables for traditional liposuction. The
Surgical Urology segment includes impotence implants, products
for the treatment of urinary incontinence, and products for the
treatment of prostate cancer. The Clinical and Consumer
Healthcare products segment consists primarily of catheters and
other products for the management of urinary incontinence or
retention. The International segment includes the operations of
the Company's wholly owned international sales offices, which
cover most of the Company's Aesthetic and Surgical Urology
product lines, and a European manufacturing and distribution
facility which supplies Aesthetic surgery products to our
international sales offices and non-US distributors. Segment
revenues include domestic sales, sales to independent foreign
distributors and sales to the Company's international sales
offices.
Selected financial information for the Company's reportable
segments for the quarter ended September 30, 1999 and 1998
follows:
Three Months Ended Six Months Ended
September 30, September 30,
(in thousands) 1999 1998 1999 1998
Revenues
Aesthetics and General
Surgery $ 28,663 $ 25,707 $ 62,816 $ 53,298
Surgical Urology 12,533 8,149 23,006 14,680
Clinical and Consumer
Healthcare 12,190 10,173 21,993 19,352
International 8,901 8,598 19,751 17,614
Total reportable segments 62,287 52,627 127,566 104,944
Elimination of inter-segment
Revenues (4,285) (4,914) (9,420) (9,147)
Total consolidated
Revenues $ 58,002 $ 47,713 $118,146 $ 95,797
Three Months Ended Six Months Ended
September 30, September 30,
(in thousands) 1999 1998 1999 1998
Operating profit (loss) from
continuing operations
Aesthetics and General
Surgery $ 6,145 $ 5,201 $17,473 $12,376
Surgical Urology 1,964 1,278 2,563 1,757
Clinical and Consumer
Healthcare 2,623 2,166 3,827 3,979
International 1,502 1,124 3,449 2,434
Operating profit from
continuing operations of
reportable segments 12,234 9,769 27,312 20,546
Corporate operating loss (3,944) (1,913) (9,055) (1,972)
Interest expense (10) (16) (29) (26)
Interest income 807 291 982 668
Other income (loss) (235) (167) (163) (234)
Income from continuing
operations before taxes $ 8,852 $ 7,964 $19,047 $18,982
September 30, March 31,
1999 1999
Identifiable assets
Aesthetics and General
Surgery $ 51,716 $ 48,818
Surgical Urology 19,674 23,175
Clinical and Consumer
Healthcare 26,831 28,354
International 23,561 20,957
Total reportable segments 121,782 121,304
Corporate and other 79,654 37,889
Net assets of discontinued
Operations 9,929 36,818
Consolidated assets $ 211,365 $ 196,011
Note F
In May 1999, the Company announced that its Board of Directors
had decided to divest the ophthalmology business, which accounted
for approximately 16% of sales in fiscal 1999. Consistent with
the plan to dispose of its ophthalmic business segment, the net
assets and operations of the ophthalmic segment of the business,
comprised of the intraocular lens products and ophthalmic
equipment lines have been classified as discontinued operations.
Summaries of the results of operations for discontinued
operations follows:
Three Months Ended Six Months Ended
September 30, September 30,
(in thousands) 1999 1998 1999 1998
Revenues $ 4,883 $ 9,009 $ 13,962 $ 17,942
Operating profit 534 217 1,098 901
Gain on sale of intraocular
lens assets - 11,300
Income before income taxes 536 230 12,402 914
Income tax expense 247 (463) 5,176 (305)
Net income from discontinued
Operations $ 289 $ 693 $ 7,226 $ 1,219
The assets and liabilities of discontinued operations have been
classified in the balance sheet as net assets of discontinued
operations and consist of the following:
September 30, March 31,
(in thousands) 1999 1999
Accounts receivable, net $ 2,327 $ 7,981
Inventory 5,135 17,687
Property, plant & equipment, net 53 3,985
Intangibles and goodwill, net 7,652 12,098
Other 159 4,525
Total assets 15,326 46,276
Current liabilities 5,397 6,377
Taxes payable -
Net assets of discontinued operations $ 9,929 $ 39,899
During the quarter ended June 30, 1999, the Company completed the
sale of the assets of the intraocular lens business, for cash
consideration of $38.4 million. The Company recorded a gain of
$7.5 million, net of $3.8 million in taxes. On October 4, 1999
the Company completed the sale of the remaining assets of the
Ophthalmic equipment business for cash consideration of $21
million. The Company will record a gain of approximately $1.0
million from this transaction in the third quarter.
Note G
The Company's three quarterly interim reporting periods are each
approximately thirteen-week periods ending on the Friday nearest
the end of the third calendar month. The fiscal year end remains
March 31. To facilitate ease of presentation, each interim
period is shown as if it ended on the last day of the appropriate
calendar month. The actual dates on which each quarter ended are
shown below:
Fiscal 2000 Fiscal 1999
First Quarter July 2, 1999 June 26, 1998
Second Quarter October 1, 1999 September 25, 1998
Third Quarter December 31, 1999 January 1, 1999
Mentor Corporation
Management's Discussion and Analysis of Results of
Operations and Financial Condition
Except for the historical information contained herein, the
matters discussed in this Management's Discussion are forward-
looking statements, the accuracy of which is necessarily subject
to risks and uncertainties. Actual results may differ
significantly from the discussion of such matters in the forward-
looking statements. Potential risks and uncertainties include,
without limitation, those mentioned in this report and, in
particular, the factors described under "Factors That May Affect
Future Results of Operations" in the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1999.
In May 1999, the Company announced that its Board of Directors
decided to divest the ophthalmology business, which accounted for
approximately 16% of sales in fiscal 1999. The Company completed
the sale of the assets of the intraocular lens portion of the
ophthalmology business in the first quarter. Subsequent to the
end of the second quarter, the Company completed the sale of the
remaining assets of the Ophthalmology business, primarily the
equipment product lines, for cash consideration of $21 million.
The Company will record the equipment sale transaction in the
third quarter. As a result of this divestiture, the Company
accounts for the ophthalmic business as a "Discontinued
Operations" in accordance with Generally Accepted Accounting
Principles. Accordingly, all sales and expenses and other
financial information of the ophthalmic business are reported, on
a net basis, as a single line on the financials. All prior
period amounts presented in this Form 10-Q have been restated to
exclude the results of the ophthalmic business as appropriate.
RESULTS OF OPERATIONS
Sales
Sales for the three months ended September 30, 1999 increased 22%
to $58 million, compared to $48 million the prior year. Growth
was particularly strong in sales of Surgical Urology products,
increasing 54% compared to a year ago. The growth is
attributable to sales of brachytherapy seeds for the treatment of
prostate cancer, and the Suspend sling for treating female
urinary incontinence. Sales of these two products accounted for
the majority of the increased revenues for this business segment.
Sales of Clinical and Consumer Healthcare products increased 23%
for the quarter. Part of the sharp increase was attributable to
stocking by wholesalers and others in advance of a price increase
that went into effect late in the quarter.
Sales of aesthetics and general surgery products increased 12%
from the prior year. The strong sales growth in this line is
attributable, in part, to recently initiated consumer-advertising
programs.
Sales by Principal Product Line
For the Three Months Ended For the Six Months Ended
September 30, September 30,
Percent Percent
1999 1998 Change 1999 1998 Change
Aesthetic &
General Surgery
Products $32,421 $ 29,015 12% $71,177 $60,472 18%
Surgical Urology
Products 12,810 8,300 54% 23,735 15,229 56%
Clinical &
Consumer
Healthcare
Products 12,771 10,398 23% 23,234 20,096 16%
$58,002 $ 47,713 22% $118,146 $95,797 23%
Cost of Sales
For three months ended September 30, 1999, cost of sales
increased to 37.8% from 35.6% for the comparable period last
year. The increase is due primarily to a larger proportion of
the product mix being supplied by Mentor's alliance partners
which have lower profit margins than product produced by the
Company. Cost of sales in the period ended September 30, 1998
benefited from approximately $550 thousand in proceeds from the
Company's insurance claim related to the fire at its Texas
facility in 1997.
In May 1998, the Company entered into a voluntary consent decree
with the FDA in relation to the Texas facility. This resulted
from issues the FDA had had concerning the Company's validations
of this facility. The agreement required the Company to re-
validate certain of the Company's manufacturing processes,
strengthen its continuous quality improvement program, and to
contract for an independent audit on overall GMP compliance under
a schedule agreed to by the Company and the FDA. As a result of
the re-validation effort, the Company has experienced a higher
than normal level of operating expenses over the past two years.
Mentor believes that to date it has completed in a timely fashion
all the activities called for in the agreement. Specifically,
the Company has completed the re-validations of the plant and has
had a GMP expert consultant conduct the first annual inspection.
The expert consultant reported that the company was in
substantial GMP compliance.
Should the Company fail to comply with the conditions of the
consent decree, under its terms, the FDA is allowed to order the
Company to stop manufacturing or distributing breast implants,
order a recall or take other corrective actions. The Company may
also be subject to penalties of $10,000 per day until the task is
completed.
Selling, General and Administrative Expenses
Selling, General and Administrative expenses were 41.2% of sales
in the quarter compared to 40.3% in the previous year. This
increase is primarily due to a direct consumer advertising
campaign that the Company began in the first quarter. The
purpose of the campaign is to educate women about breast
augmentation and reconstruction, and to stimulate interest in
looking at these products as an effective and affordable surgical
option. The Company spent approximately $2.5 million on this
campaign in the quarter ending September 30, 1999. In addition,
over the last year the Company has increased its selling and
marketing efforts to establish a competitive position in the
market for the treatment of prostate cancer with brachytherapy.
During the first quarter of the current year the Company launched
a new palladium brachytherapy product, the PdGoldTM, to
complement its existing iodine IoGold product.
Research and Development
Research and development expenses were 6.7% of sales for the
quarter, compared to 7.6% for the prior year. The decreased
percentage is the result of increased sales used in the
calculation, actual spending increased 7%. During the quarter
the Company continued to spend funds on its premarket approval
applications ("PMAAs") for its saline breast implants, silicone
gel filled breast implants, and penile implants. The Company is
committed to a variety of preclinical and clinical studies in
connection with these products.
Regulatory Submissions
Our saline-filled breast implant has been marketed in the U.S.
based upon substantial equivalence to other saline-filled breast
implant products that were in commercial distribution before the
FDA was granted authority to regulate implants under the "Medical
Device Amendments of 1976"(the "Medical Device Act"). In June
1988 the FDA issued regulations that classified mammary implants
as Class III implantable devices. As a result of this
classification, each breast implant manufacturer is required to
submit a PMA application to the FDA. These PMA applications
contain substantial data to demonstrate the safety and efficacy
of the products, materials and processes. On August 17, 1999,
the FDA issued final regulations known as a "call for a PMA
application" for the saline-filled breast implant products,
ending this "grandfather" status. All manufacturers of saline-
filled breast implant products are required to obtain approval to
enter or remain on the market.
Pursuant to the call for PMA applications, all manufacturers of
saline-filled breast implant products now in commercial
distribution must have submitted a PMA application by November
17, 1999. Accordingly, the Company filed its saline-filled
breast implant PMA application with the FDA on November 15,1999.
The FDA will have 45 days to accept the filing as sufficiently
complete to permit substantive review. The FDA will review the
application and is expected to call for panel meeting by March
2000. The purpose of this outside advisory panel is to make a
recommendation to the FDA on whether or not the FDA should
approve the application. The FDA is not bound to adopt the
panel's recommendation regarding this approval. The FDA decision
regarding approval of the PMA application is expected late in
calendar year 2000. While the Company believes its filing is
adequate to support the approval of the submission, any filing
with the FDA is subject to uncertainty and there can be no
assurances that the FDA review process will not involve delays or
that clearances and approvals will be granted. In addition, the
FDA ultimately could find our PMA application not approvable,
which would preclude commercial distribution of this product. If
the FDA does not grant PMA application approval on the saline
filled breast implant it would have a material adverse effect on
the business, financial condition and results of operations.
The Company expects to complete its penile implant PMA
application and submit the data to the FDA by the end of fiscal
2000. Other major studies underway include extending the use of
the Contour Genesis to include liposuction.
Interest and Other Income and Expense
Net interest income increased from $275 thousand last year to
$797 thousand this year, due to higher cash balances generated by
increased earnings and the sale of the intraocular lens product
line in the first quarter of the year.
Income Taxes
The effective rate of corporate income taxes was 32.1% for the
quarter, compared to 38.7% in the same period a year ago. The
prior year rate reflects the effect of restatement for
discontinued operations, while the current year rate reflects tax
credits earned in prior years not previously provided for.
Discontinued Operations
In May 1999, the Company announced its decision to divest its
ophthalmology business, which accounted for approximately 16% of
sales in fiscal 1999. The Company now accounts for the
ophthalmic business as a "Discontinued Operation" in accordance
with Generally Accepted Accounting Principles (GAAP).
For the quarter, the Company had a net income from discontinued
operations of $289 thousand, compared to $526 thousand in the
prior year. During the first quarter, the Company completed the
sale of the assets of the intraocular lens business, recording a
gain of $7.5 million, net of tax. Subsequent to the end of the
quarter, on October 4, 1999, the Company completed the sale of
the remaining assets of the Ophthalmic equipment business for
cash consideration of $21 million. The Company will record a gain
of approximately $1.0 million from this transaction in the third
quarter.
Net Income
Diluted earnings per share from continuing operations was $0.24
for the quarter, a per share increase of 26% over the comparable
quarter last year. The income from discontinued operations was
$0.01 for the quarter, compared to $0.03 a year ago.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1999, the Company's working capital was $126.2
million compared to $106.8 million at March 31, 1999. The
Company's working capital needs were provided from operations.
The Company generated $13.5 million of cash from continuing
operations during the three months ended September 30, 1999,
compared to $9.7 million the previous year.
The Company anticipates investing approximately $13 million in
facilities and capital equipment in fiscal 2000. The majority of
the expenditures will be for facility upgrades at the Company's
facilities in Texas and Santa Barbara, as well as for enhancing
the Company's information technology capabilities.
The Company has a line of credit for $25 million. As a result of
the increased stock repurchases in fiscal 1999, the Company had a
balance of $4.0 million on its line of credit at March 31, 1999.
This amount was paid off during the first quarter.
For the last several years, the Company has paid a quarterly cash
dividend of $.025 per share. At the indicated rate of $.10 per
year, the aggregate annual dividend would equal approximately
$2.5 million.
The Company's Board of Directors has authorized an ongoing stock
repurchase program. The objectives of the program are to offset
the issuance of stock options, provide liquidity to the market
and to generally enhance the Company's return to shareholder's
equity. Repurchases are subject to market conditions and cash
availability. In May 1999, the Board increased the repurchase
authorization by 4 million shares, to a total of 4.6 million.
The Company has repurchased approximately 545 thousand shares for
consideration of $10.2 million during the fiscal year to date.
As discussed above, during the first quarter the Company
completed the sale of the assets of the intraocular lens
business, for cash consideration of $38.4 million.
The Company's principal source of liquidity at September 30, 1999
consisted of $58.7 million in cash and marketable securities plus
$25 million available under its line of credit. Subsequent to the
end of the second quarter the Company completed the sale of the
remaining assets of the ophthalmic equipment business for cash
consideration of $21 million. The completion of this transaction
will be recorded early in the third quarter and will increase
cash resources by the amount of the consideration.
IMPACT OF YEAR 2000
General Description of the Year 2000 Issue and the Nature and
Effects of the Year 2000 on Information Technology (IT) and Non-
IT Systems
The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Any of the Company's computer programs,
hardware or embedded chips that have date-sensitive software may
recognize a date using "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, send invoices, or
engage in similar normal business activities.
Based on recent assessments, the Company determined that it would
be required to modify or replace portions of its distribution,
finance and manufacturing software and certain hardware so that
those systems will properly utilize dates beyond December 31,
1999. The Company presently believes that with modifications or
replacements of certain existing software and hardware, the Year
2000 Issue can be mitigated. However, if such modifications and
replacements are not made, or are not completed in a timely
manner, the Year 2000 Issue could have a material impact on the
operations of the Company.
The Company's plan to resolve the Year 2000 Issue involves the
following key phases: inventory and assessment, and remediation.
The Company has categorized its systems into several areas: core
systems (i.e. distribution, finance and manufacturing systems),
ancillary support systems to those core systems, embedded
systems, products, and third party vendors.
Inventory and Assessment
The Company has completed an inventory and assessment of both its
domestic and international core systems including ancillary
support systems and embedded systems. As a result of our
assessment we identified several systems which required
remediation. The Company has either upgraded or replaced these
systems. The Company has also completed a inventory and
assessment of its product lines and has determined that most of
the products it has sold and will continue to sell do not require
remediation to be Year 2000 compliant. Accordingly, the Company
does not believe that the Year 2000 presents a material exposure
as it relates to the Company's products.
Status of Progress in Becoming Year 2000 Compliant
For its domestic core system exposures related to its
distribution, finance and manufacturing software, the Company has
completed all required remediation. For other domestic core
systems, such as desktop computers, networks and off-the-shelf
application software, the Company is 98% complete on the
remediation phase and expects to complete upgrades and/or
replacement no later than December 15, 1999.
The remediation of the identified ancillary and embedded systems
will be completed no later than December 15, 1999.
Nature and Level of Importance of Third Parties and their
Exposure to the Year 2000
Other than payroll and its banking relationships, the Company has
no other significant direct interfaces with third party vendors.
Each vendor queried by the Company believed that its system would
be Year 2000 compliant by the end of 1999.
The Company has made an assessment of its significant suppliers
and subcontractors that do not directly share information systems
with the Company. The Company is not aware of any suppliers with
a Year 2000 issue that would materially impact the Company's
results of operations, liquidity, or capital resources.
Costs
The total cost to the Company of the Year 2000 project is
estimated at $3.1 million and is being funded through operating
cash flows. To date, the Company has incurred costs of
approximately $2.7 million. This amount includes upgrading its
desktop systems and office software to the latest release, which
the Company would do in the normal course of business. The
majority of these costs relates to new hardware and software, and
is being capitalized.
Risks
The management of the Company believes its Year 2000 Program has
effectively addressed the potential effects of the Year 2000
issue in a timely manner. The Company has either upgraded or
replaced all significant systems identified in the assessment
phase. The Company is testing those new systems to verify vendor
stated readiness. However, our failure to correct a material
Year 2000 problem could have a material adverse effect on our
business, results of operations and financial condition. We may
experience operational difficulties because of undetected errors
or defects in the technology we use in our internal systems.
The Company relies on third party providers of materials and
services such as raw materials, telecommunications, utilities,
financial services, distribution services, and other key
services. Interruption of those materials and services due to
Year 2000 issues could affect the Company's operations. The
Company has contacted its major suppliers, both domestic and
foreign, to determine their Year 2000 readiness and the Company's
potential exposure to a supply or sales interruption. Because
the Company's Year 2000 compliance is dependent upon key third
parties (customers, suppliers, utilities, telecommunications
providers and governments) also being Year 2000 compliant, there
can be no guarantee that the Company's efforts will prevent a
material adverse impact on its financial position, results of
operations or liquidity in future periods should a significant
number of suppliers or customers experience business disruptions
as a result of their lack of Year 2000 readiness.
Contingency Plans
The Company is currently determining areas where contingency
planning is needed. The planning efforts include, but are not
limited to, identification and mitigation of potential serious
business interruptions, adjustments of inventory levels to meet
customer needs, and establishing crisis response processes to
address unexpected problems. This evaluation and planning is
expected to be complete by December 15, 1999.
The Year 2000 readiness disclosure statement set forth above is a
"Year 2000 Readiness Disclosure" under the federal Year 2000
Information and Readiness Disclosure Act.
PART II
Item 1. Legal Proceedings
In regards to the litigation reported in Item 3 of the
annual report on Form 10-K for the fiscal year ended March 31,
1999, there have been no material changes.
Item 2. Changes in Securities
No changes have been made in any registered securities.
Item 3. Defaults Upon Senior Securities
No event constituting a material default has occurred
respecting any senior security of the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
11 Statement regarding computation of Per Share
Earnings
Pursuant to the requirement 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.
MENTOR CORPORATION
(Registrant)
DATE: November 15, 1999 BY: /s/ANTHONY R. GETTE
Anthony R. Gette
President and
Chief Operating Officer
DATE: November 15, 1999 BY: /s/LOREN L. McFARLAND
Loren L. McFarland
Vice President of Finance
Corporate Controller
EXHIBIT 11
MENTOR CORPORATION AND SUBSIDIARIES
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended
September 30, September 30,
1999 1998 1999 1998
Numerator:
Net income $ 6,302 $ 5,572 $20,215 $13,411
Numerator for basic
earnings per share -
income available to
common stockholders
6,302 5,572 20,215 13,411
Numerator for diluted
earnings per share -
income available to
common stockholder
after assumed
conversions
$ 6,302 $ 5,572 20,215 13,411
Denominator:
Denominator for basic
earnings per share -
weighted-average
shares 24,414 24,654 24,468 24,850
Effect of dilutive
securities:
Employee stock options 753 854 639 1,024
Denominator for diluted
earnings per share -
adjusted weighted-
average shares and
assumed conversions
25,167 25,508 25,107 25,874
Basic earnings per share $ .26 $ .23 $ .83 $ .54
Diluted earnings per share $ .25 $ .22 $ .81 $ .52
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