<PAGE> 1
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 September 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No. 0-22598
INTERPORE INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3043318
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
181 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 453-3200
not applicable
-------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 proceeding 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 [ ]
As of November 8, 1996, there were 6,951,157 shares of the registrant's
common stock issued and outstanding.
<PAGE> 2
Interpore International
Index
PART I. FINANCIAL INFORMATION Page(s)
-------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1996 (unaudited) and December 31, 1995....... 3
Condensed Consolidated Statements of Income (unaudited)
for the three month and nine month periods ended
September 30, 1996 and September 30, 1995 ................. 4
Condensed Consolidated Statements of Cash Flows (unaudited)
for the nine month periods ended September 30, 1996 and
September 30, 1995 ........................................ 5
Notes to Condensed Consolidated Financial Statements....... 6
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition .............................................. 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ................................. 11
2
<PAGE> 3
Interpore International
Condensed Consolidated Balance Sheets
(in thousands, except share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,636 $ 3,694
Short-term investments 5,186 7,935
Accounts receivable, less allowance for
doubtful accounts of $554 and $523
in 1996 and 1995, respectively 3,039 3,175
Inventories 3,804 3,757
Prepaid expenses 436 480
Deferred income taxes 596 596
Other current assets 156 438
-------- --------
Total current assets 18,853 20,075
Property, plant and equipment, net 699 699
Deferred income taxes 904 904
Other assets 27 27
-------- --------
Total assets $ 20,483 $ 21,705
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 407 $ 860
Accrued compensation and related expenses 466 374
Accrued sales taxes 320 374
Accrued distributor returns -- 411
Other accrued liabilities 519 438
Current portion of long-term debt 101 113
-------- --------
Total current liabilities 1,813 2,570
-------- --------
Long-term debt 6 78
Contingencies
Shareholders' equity:
Series E preferred stock, voting, no par value:
authorized, issued and outstanding shares -
79,259 at September 30, 1996 and 240,505 at
December 31, 1995; liquidation value of $594 501 1,520
at September 30, 1996 and $1,804 at December
31, 1995
Preferred stock: authorized shares - 296,358;
issued and outstanding shares - none -- --
Common stock, no par value: authorized shares -
20,000,000; issued and outstanding shares -
7,013,123 at September 30, 1996 and 35,788 35,581
6,958,642 at December 31, 1995
Accumulated deficit (17,625) (18,044)
-------- --------
Total shareholders' equity 18,664 19,057
-------- --------
Total liabilities and shareholders' equity $ 20,483 $ 21,705
======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 4
Interpore International
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ------------------------
1996 1995 1996 1995
------- ------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 4,733 $ 4,392 $ 14,621 $ 12,941
Cost of goods sold 1,325 1,218 3,853 3,312
Royalty expense 56 64 206 214
------- ------- -------- --------
Gross profit 3,352 3,110 10,562 9,415
------- ------- -------- --------
Operating expenses:
Research and development 460 483 1,510 1,478
Selling and marketing 2,342 1,760 7,298 5,299
General and administrative 614 632 1,865 1,803
------- ------- -------- --------
Total operating expenses 3,416 2,875 10,673 8,580
------- ------- -------- --------
Income (loss) from operations (64) 235 (111) 835
------- ------- -------- --------
Interest income 132 165 406 506
Interest expense (3) (10) (25) (38)
Other income 62 36 149 77
------- ------- -------- --------
Total interest and other income, net 191 191 530 545
------- ------- -------- --------
Income before taxes 127 426 419 1,380
Provision for income taxes -- 57 -- 125
------- ------- -------- --------
Net income $ 127 $ 369 $ 419 $ 1,255
======= ======= ======== ========
Net income per share $ .02 $ .05 $ .06 $ .17
======= ======= ======== ========
Shares used in computing net income
per share 7,430 7,497 7,522 7,544
======= ======= ======== ========
</TABLE>
See accompanying notes.
4
<PAGE> 5
Interpore International
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
1996 1995
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 419 $ 1,255
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 276 243
Changes in operating assets and liabilities:
Accounts receivable 136 704
Inventories (47) (944)
Prepaid expenses 44 (188)
Other assets 282 (229)
Accounts payable (453) (348)
Accrued liabilities (292) (391)
------- -------
Net cash provided by operating activities 365 102
------- -------
INVESTING ACTIVITIES
Sales (purchases) of short-term investments, net 2,749 (1,978)
Capital expenditures (276) (178)
------- -------
Net cash provided by (used in) investing activities 2,473 (2,156)
------- -------
FINANCING ACTIVITIES
Repurchase of common stock (910) (228)
Proceeds from exercise of stock options 75 74
Proceeds from employee stock purchase plan 23 21
Repayments of notes payable -- (79)
Repayment of lease financing (84) (74)
------- -------
Net cash used in financing activities (896) (286)
------- -------
Net increase (decrease) in cash and cash equivalents 1,942 (2,340)
Cash and cash equivalents at beginning of period 3,694 6,410
------- -------
Cash and cash equivalents at end of period $ 5,636 $ 4,070
======= =======
</TABLE>
See accompanying notes.
5
<PAGE> 6
Interpore International
Notes to Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared by Interpore International (the "Company") without audit, pursuant to
Securities and Exchange Commission regulations. In the opinion of management,
the unaudited financial statements include all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the consolidated
financial position at September 30, 1996 and the consolidated statements of
income for the three month and nine month periods ended September 30, 1996 and
1995, and the consolidated statements of cash flows for the nine month periods
ended September 30, 1996 and 1995.
The accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries, Interpore Orthopaedics, Inc. and Interpore Dental,
Inc., after elimination of all significant intercompany transactions.
The statements of income and cash flows for the 1996 interim periods are not
necessarily indicative of results to be expected for the full year.
These consolidated financial statements should be read in conjunction with the
financial statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, as filed with the Securities and Exchange
Commission.
2. INVENTORIES
Inventories are stated at the lower of average cost or market and consist of the
following (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Raw materials $ 833 $ 854
Work-in-process 357 523
Finished goods 2,614 2,380
------ ------
$3,804 $3,757
====== ======
</TABLE>
3. SHAREHOLDERS' EQUITY
During the nine month period ended September 30, 1996, 161,246 shares of Series
E preferred stock were converted into 162,024 shares of the Company's common
stock. During the quarter ended September 30, 1996, the Company repurchased and
retired 163,400 shares of the Company's common stock for $911,000.
6
<PAGE> 7
4. CONTINGENCIES
In the ordinary course of its business, the Company is subject to legal
proceedings, claims and liabilities, including product liability matters. In the
opinion of management, the amount of ultimate liability with respect to any
known proceedings or claims will not materially affect the financial position or
results of operations of the Company.
5. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 121 (SFAS 121), Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of. The adoption of SFAS 121 had no
impact on the Company's financial condition or results of operations.
In October 1995, Statement of Financial Accounting Standards No. 123 (SFAS 123),
Accounting for Stock-Based Compensation was issued and is effective for 1996.
The Company intends to continue to account for employee stock options in
accordance with APB Opinion No. 25 and will make the pro forma disclosures
required by SFAS 123 in its 1996 annual financial statements. Accordingly, the
adoption of the standard will have no effect on the Company's financial position
or results of operations.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following table presents the Company's results of operations as percentages:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------------- ----------------------------
1996 vs. 1996 vs.
1996 1995 1995 1996 1995 1995
----- ----- -------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales 100.0% 100.0% 7.8% 100.0% 100.0% 13.0%
Cost of goods sold 28.0% 27.7% 8.8% 26.4% 25.6% 16.3%
Royalty expense 1.2% 1.5% (12.5%) 1.4% 1.6% (3.7%)
----- ----- ----- ----- ----- -----
Gross profit 70.8% 70.8% 7.8% 72.2% 72.8% 12.2%
----- ----- ----- ----- ----- -----
Operating expense:
Research and development 9.7% 11.0% (4.8%) 10.3% 11.4% 2.2%
Selling and marketing 49.5% 40.0% 33.1% 49.9% 41.0% 37.7%
General and administrative 13.0% 14.4% (2.9%) 12.8% 13.9% 3.4%
----- ----- ----- ----- ----- -----
Total operating expenses 72.2% 65.4% 18.8% 73.0% 66.3% 24.4%
----- ----- ----- ----- ----- -----
Income (loss) from operations (1.4%) 5.4% n/a (0.8%) 6.5% n/a
===== ===== ===== ===== ===== =====
</TABLE>
For the quarter ended September 30, 1996, net sales of $4.7 million were
$341,000 or 7.8% higher than sales of $4.4 million for the same period of 1995.
Sales of orthopaedic products, primarily Pro Osteon(R) bone graft substitute
material for orthopaedic applications, increased by $704,000 or 33.9% to $2.8
million compared to $2.1 million for the third quarter of 1995. Sales of the
Company's OEM products, which include porous hydroxyapatite material for orbital
implants and bone graft substitute material for use in titanium spine cages,
increased by 24.5% to $340,000 versus $273,000 for the third quarter of 1995.
Sales of the Company's oral/maxillofacial products (titanium dental implant
systems and Interpore 200(R) Porous Hydroxyapatite for dental use) declined by
$430,000 or 21.0% from $2.0 million to $1.6 million.
For the first nine months of 1996, net sales of $14.6 million were $1.7 million
or 13.0% higher than sales of $12.9 million for the same period of 1995.
Orthopaedic products sales of $8.4 million increased by $2.4 million or 40.7%
compared to $5.9 million for the nine month period of 1995. Sales of the
Company's OEM products increased by 10.5% to $843,000 versus $763,000 for the
same period of 1995 and sales of the Company's oral/maxillofacial products
declined by $815,000 or 13.1% from $6.2 million to $5.4 million.
During 1995, the Company began to restructure its distribution channels for the
sale of Pro Osteon. Distribution agreements with certain domestic distributors
that were not achieving satisfactory market penetration were terminated, and
direct sales representatives were recruited and hired for the respective
territories. Additionally, in the first quarter of 1996, the Company established
an international sales management group and hired three experienced managers
responsible for building an organization of independent dealers internationally.
Pro Osteon sales through direct sales representatives for the first nine months
of 1996 increased by 179% over the same period of 1995, and international sales
of Pro
8
<PAGE> 9
Osteon increased by 128%. These increases were partially offset by an 11%
decrease in Pro Osteon sales to domestic distributors.
Sales of the Company's oral/maxillofacial products have declined since the first
quarter of 1995 due to continued strong competition in this slow growth market
along with the lack of major new dental product introductions. Although there
have been some new product introductions recently, their sales have only
partially offset the sales decline in the other dental products. Also in
September 1996, the Company signed a letter of intent to sell its dental
business to Friatec AG of Mannheim, Germany. Consummation of the transaction is
contingent upon certain conditions including satisfactory completion of due
diligence, negotiation of a mutually acceptable definitive agreement, and the
approval of the boards of directors of the two companies.
For the quarters ended September 30, 1996 and 1995, the gross margins were 70.8%
of sales, and for the nine month periods ended September 30, 1996 and 1995, the
gross margins were 72.2% and 72.8% of sales, respectively.
Total operating expenses for the quarter ended September 30, 1996 increased by
18.8% or $541,000 as compared to the same quarter of 1995. Research and
development expenses for the quarter decreased by 4.8% or $23,000 versus the
same quarter of 1995. Selling and marketing expenses increased 33.1% or $582,000
mostly related to costs and travel expenses associated with the direct sales
organization for the orthopaedic division and costs of the international sales
management group. General and administrative expenses decreased 2.9% or $18,000.
For the nine months ended September 30, 1996, total operating expenses increased
by 24.4% or $2.1 million as compared to the same period of 1995. Research and
development expenses increased 2.2% or $32,000, selling and marketing expenses
increased 37.7% or $2.0 million, and general and administrative expenses
increased 3.4% or $62,000. Most of the increase in selling and marketing
expenses was related to the direct and international sales organizations. The
general and administrative expense increase reflects an accrual for the
Company's annual incentive plan.
No income tax provision was recorded during the first nine months of 1996 due to
the anticipated realization and recognition of the Company's net operating loss
carryforwards during 1996. The Company's effective tax rate for the first nine
months of 1995 was 10%, representing federal alternative minimum tax and state
income tax for that period.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996 and December 31, 1995, cash, cash equivalents and
short-term investments totaled $10.8 million and $11.6 million, respectively.
Total working capital decreased from $17.5 million to $17.0 million and the
current ratio improved from 7.8 to 10.4 at December 31, 1995 and September 30,
1996, respectively.
The $10.8 million total of cash and cash equivalents and short-term investments
remains available to support the Company's continued investment in the
development of its business, including the pursuit of FDA approvals for
additional indications for the use of Pro Osteon, development or acquisition of
new bone graft products or complementary products, possible acquisitions of
businesses, continued development of the direct sales organization in the
orthopaedic division, and the repurchase of the Company's common stock as
approved by its board of directors. Additionally, in July 1996, the
9
<PAGE> 10
Company's revolving line of credit was extended in the increased amount of $5
million, maturing in July 1997. There was no amount outstanding at September 30,
1996 under the line of credit.
The Company believes it currently possesses sufficient resources to meet the
cash requirements of its operations for at least the next year.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits.
Reference is made to the Exhibit Index on Page 12 hereof.
b. Reports on Form 8-K.
No reports on Form 8-K were filed during the fiscal quarter ended
September 30, 1996.
11
<PAGE> 12
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.
DATE: November 8, 1996 INTERPORE INTERNATIONAL
(Registrant)
By: /s/ David C. Mercer
--------------------------------------
David C. Mercer,
President and Chief Executive Officer
By: /s/ Richard L. Harrison
---------------------------------------
Richard L. Harrison
Vice President and
Chief Financial Officer
12
<PAGE> 13
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
3.01 Third Amended and Restated Articles of Incorporation
of Registrant, executed on December 9, 1991 (1)
3.02 First Amendment to the Third Amended and Restated
Articles of Incorporation of Registrant, executed on
April 22, 1992 (1)
3.03 Second Amendment to Third Amended and Restated
Articles of Incorporation of Registrant, executed on
November 30, 1993 (5)
3.04 Bylaws of Registrant dated October 24, 1983 (1)
3.05 Third Amendment to Third Amended and Restated
Articles of Incorporation of Registrant, executed on
November 30, 1993 (5)
4.01 Rights Agreement dated August 29, 1995 (6)
4.02 First Amendment to the Rights Agreement, executed on
November 1, 1995 (8)
10.01 Revised License Agreement dated March 12, 1984, between
Registrant and Research Corporation Technologies, Inc.,
as amended by a First Amendment dated December 7, 1984,
and as further amended by a Fourth Amendment dated July
22, 1988 (1)
10.02 Single Tenant Lease dated July 25, 1991 between
Registrant and The Irvine Company (1)
10.03 Koll Business Center Lease between Registrant and
Airport Industrial Park (1)
10.04 Master Lease Agreement dated March 10, 1993 between
Registrant and Comdisco, Inc. (1)
10.05 Asset Purchase Agreement dated March 1, 1993
regarding sale of assets of Interpore Orthopaedics,
Inc. to Applied Epigenetics, Inc. (1)
10.06 Cancellation and Release Agreement dated March 1,
1993 among Registrant, Interpore Orthopaedics, Inc.,
Pfizer, Inc. and Howmedica, Inc. (1)
13
<PAGE> 14
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
10.07 Series E Preferred Stock and Common Stock Warrant
Purchase Agreement dated December 19, 1991 (1)
10.08 Series E Preferred Stock Purchase Agreement dated
October 30, 1992 (1)
10.09 Amended Schedule to Loan and Security Agreement
dated July 25, 1996 among Registrant, Interpore
Orthopaedics, Inc. and Silicon Valley Bank (9)
10.10 Amendment to the Loan Agreement dated July 25, 1996
among Registrant, Interpore Orthopaedics, Inc. and
Silicon Valley Bank (9)
10.11 Amended and Restated Stock Option Plan dated March
19, 1991 (2), First Amendment to the Amended and
Restated Stock Option Plan, effective October 15,
1991 (1); Amendment to the Amended and Restated
Stock Option Plan dated September 17, 1994 (4)
10.12 Employee Qualified Stock Purchase Plan (3)
10.13 1995 Stock Option Plan (3)
10.14 Stock Option Plan for Non-Employee Directors of
Interpore International (7)
10.15 Form of Indemnification Agreement (1)
11.01 Computations of Net Income per Share 16
27.01 Financial Data Schedule 17
- -----------------------------------------------------------------
(1) Incorporated by reference from the Company's Registration Statement on
Form S-1, Registration No. 33-69872.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-8, Registration No. 33-77426.
(3) Incorporated by reference from the Company's Proxy Statement for the
Company's 1994 Annual Meeting of Shareholders.
(4) Incorporated by reference from the Company's Registration Statement on
Form S-8, Registration No. 33-86290.
14
<PAGE> 15
(5) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
(6) Incorporated by reference from the Company's Current Report on Form 8-K
dated August 29, 1995.
(7) Incorporated by reference from the Company's Proxy Statement for the
Company's 1995 Annual Meeting of Shareholders.
(8) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1995.
(9) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1996.
15
<PAGE> 1
Exhibit 11.01
Interpore International
Computations of Net Income Per Share
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net income $ 127 $ 369 $ 419 $1,255
====== ====== ====== ======
Calculation of shares used in computing net
income per share:
Weighted average common shares outstanding 7,035 6,737 7,010 6,695
Weighted average convertible preferred stock 122 459 192 474
Common share equivalents outstanding 273 301 320 375
------ ------ ------ ------
Shares used in computing net income per share 7,430 7,497 7,522 7,544
====== ====== ====== ======
Net income per share $ .02 $ .05 $ .06 $ .17
====== ====== ====== ======
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE NINE
MONTH PERIOD ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 5,636,000
<SECURITIES> 5,186,000
<RECEIVABLES> 3,593,000
<ALLOWANCES> 554,000
<INVENTORY> 3,804,000
<CURRENT-ASSETS> 18,853,000
<PP&E> 2,758,000
<DEPRECIATION> 2,059,000
<TOTAL-ASSETS> 20,483,000
<CURRENT-LIABILITIES> 1,813,000
<BONDS> 107,000
0
501,000
<COMMON> 35,788,000
<OTHER-SE> (17,625,000)
<TOTAL-LIABILITY-AND-EQUITY> 20,483,000
<SALES> 14,621,000
<TOTAL-REVENUES> 14,621,000
<CGS> 3,853,000
<TOTAL-COSTS> 4,059,000
<OTHER-EXPENSES> 10,524,000
<LOSS-PROVISION> 75,000
<INTEREST-EXPENSE> (381,000)
<INCOME-PRETAX> 419,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 419,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 419,000
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
