INTERPORE INTERNATIONAL /CA/
10-Q, 1997-11-13
DENTAL EQUIPMENT & SUPPLIES
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<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, 1997

                                       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. 0-22958


                             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                      92618-2402
- ----------------------------------------                 ---------------------
(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 7, 1997, there were 7,092,286 shares of the registrant's
common stock issued and outstanding.


<PAGE>   2
                             INTERPORE INTERNATIONAL

                                      Index


<TABLE>
<CAPTION>
 
                                                                              Page(s)          
                                                                              -------          
<S>                                                                           <C>              
PART I.  FINANCIAL INFORMATION                                                                
                                                                                              
Item 1.  Financial Statements                                                                 
                                                                                              
         Condensed Consolidated Balance Sheets as of                                                      
         September 30, 1997 (unaudited) and December 31, 1996 ...............      3 
                                                                                                          
         Condensed Consolidated Statements of Income (unaudited)                                          
         for the three month and nine month periods ended                                                 
         September 30, 1997 and September 30, 1996 ..........................      4 
                                                                                                          
         Condensed Consolidated Statements of Cash Flows (unaudited)                          
         for the nine month periods ended September 30, 1997 and                              
         September 30, 1996 .................................................      5 
                                                                                                          
         Notes to Condensed Consolidated Financial Statements ...............      6 
                                                                                              
Item 2.  Management's Discussion and Analysis of Financial                                    
         Condition and Results of Operations ................................      8 
                                                                                              
PART II. OTHER INFORMATION                                                                    
                                                                                              
Item 6.  Exhibits and Reports on Form 8-K ...................................     12

</TABLE>




                                       2


<PAGE>   3
                             INTERPORE INTERNATIONAL

                      Condensed Consolidated Balance Sheets
                        (in thousands, except share data)

<TABLE>
<CAPTION>

                                                                 SEPTEMBER 30,   DECEMBER 31,                      
                                                                     1997           1996                           
                                                                 -------------   -----------                       
                                                                 (unaudited)                                       
<S>                                                              <C>             <C>                               
ASSETS                                                                                                             
                                                                                                                   
Current assets:                                                                                                    
     Cash and cash equivalents                                    $ 10,043       $  6,112                          
     Short-term investments                                          3,276          4,220                          
     Accounts receivable, less allowance for                                                        
       doubtful accounts of $211 and $339 in 1997                                                   
       and 1996, respectively                                        2,206          3,771                          
    Inventories                                                      1,774          3,462                          
    Prepaid expenses                                                   456            436                          
    Deferred income taxes                                              596            596                          
    Other current assets                                               765            107                          
                                                                  --------       --------                          
Total current assets                                                19,116         18,704                          
                                                                                                                   
Property, plant and equipment, net                                     544            688                          
Deferred income taxes                                                  904            904                          
Other assets                                                            22             27                          
                                                                  --------       --------                          
Total assets                                                      $ 20,586       $ 20,323                          
                                                                  ========       ========                          
                                                                                                                   
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                               
                                                                                                                   
Current liabilities:                                                                                               
     Accounts payable                                             $    133       $    629                          
     Accrued compensation and related expenses                         667            591                          
     Accrued sales taxes                                               194            252                          
     Deferred rent payable                                              38            103                          
     Other accrued liabilities                                          22            212                          
     Current portion of long-term debt                                  --              5                          
                                                                  --------       --------                          
Total current liabilities                                            1,054          1,792                          
                                                                  --------       --------                          
                                                                                                                   
Contingencies                                                                                                      
                                                                                                                   
Shareholders' equity:                                                                                              
   Series E convertible preferred stock, voting, no par value:                                                     
     Authorized, issued and outstanding shares - 75,259 at                                                         
     September 30, 1997 and 76,593 at December 31, 1996;                                                           
     aggregate liquidation value of $564 at September 30, 1997                                                     
     and $574 at December 31, 1996                                     476            484                          
   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 - 7,007,771 at September 30,                                                    
     1997 and 6,945,447 at December 31, 1996                        35,586         35,433                          
   Accumulated deficit                                             (16,530)       (17,386)                         
                                                                  --------       --------                          
Total shareholders' equity                                          19,532         18,531                          
                                                                  --------       --------                          
Total liabilities and shareholders' equity                        $ 20,586       $ 20,323                          
                                                                  ========       ========                          

</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,                    
                                            -----------------      --------------------                
                                             1997       1996         1997         1996                 
                                            ------     ------      -------      -------                                
<S>                                         <C>        <C>          <C>         <C>                                    
Net sales                                   $3,501     $4,733      $12,226      $14,621                                
Cost of goods sold                             619      1,325        2,617        3,853                                
Royalty expense                                  2         56           54          206                                
                                            ------     ------      -------      -------                                
Gross profit                                 2,880      3,352        9,555       10,562                                
                                            ------     ------      -------      -------                                
                                                                                                                       
Operating expenses:                                                                                                    
     Research and development                  473        460        1,499        1,510                                
     Selling and marketing                   1,572      2,342        5,620        7,298                                
     General and administrative                501        614        1,687        1,865                                
     Loss on sale of dental business            --         --          617            -                                
                                            ------     ------      -------      -------                                
Total operating expenses                     2,546      3,416        9,423       10,673                                
                                            ------     ------      -------      -------                                
Income (loss) from operations                  334        (64)         132         (111)                               
                                            ------     ------      -------      -------                                
Interest income                                182        132          496          406                                
Interest expense                                (1)        (3)          (8)         (25)                               
Other income                                    62         62          236          149                                
                                            ------     ------      -------      -------                                
Total interest and other income, net           243        191          724          530                                
                                            ------     ------      -------      -------                                
Income before taxes                            577        127          856          419                                
Provision for income taxes                      --         --           --           --                                
                                            ------     ------      -------      -------                                
Net income                                  $  577     $  127      $   856      $   419                                
                                            ======     ======      =======      =======                                
                                                                                                                       
Net income per share                        $  .08     $  .02      $   .12      $   .06                                
                                            ======     ======      =======      =======                                
Shares used in computing net income                                                                                    
   per share                                 7,406      7,430        7,322        7,522                                
                                            ======     ======      =======      ======= 
</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,                         
                                                                -------------------                      
                                                                  1997        1996                       
                                                                -------      ------                               
<S>                                                             <C>          <C>                                  
OPERATING ACTIVITIES                                                                                              
Net income                                                      $   856      $  419                               
Adjustments to reconcile net income to net cash                                                                   
     provided by operating activities:                                                                            
          Depreciation and amortization                             268         276                               
          Loss on sale of dental business                           617          --                               
          Changes in operating assets and liabilities:                                                            
               Accounts receivable                                  621         136                               
               Inventories                                          184         (47)                              
               Prepaid expenses                                     (88)         44                               
               Other assets                                          71         282                               
               Accounts payable                                     (86)       (453)                              
               Accrued liabilities                                 (185)       (292)                              
                                                                -------      ------                               
Net cash provided by operating activities                         2,258         365                               
                                                                -------      ------                               
                                                                                                                  
INVESTING ACTIVITIES                                                                                              
Sales of short-term investments, net                                944       2,749                               
Proceeds from sale of dental business, net                          741           -                               
Capital expenditures                                               (152)       (276)                              
                                                                -------      ------                               
Net cash provided by investing activities                         1,533       2,473                               
                                                                -------      ------                               
                                                                                                                  
FINANCING ACTIVITIES                                                                                              
Repurchase of common stock                                           --        (910)                              
Proceeds from exercise of stock options                             103          75                               
Proceeds from employee stock purchase plan                           42          23                               
Repayment of lease financing                                         (5)        (84)                              
                                                                -------      ------                               
Net cash provided by (used in) financing activities                 140        (896)                              
                                                                -------      ------                               
Net increase in cash and cash equivalents                         3,931       1,942                               
Cash and cash equivalents at beginning of period                  6,112       3,694                               
                                                                -------      ------                               
Cash and cash equivalents at end of period                      $10,043      $5,636                               
                                                                =======      ======
</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, 1997 and the consolidated statements of
income for the three month and nine month periods ended September 30, 1997 and
1996, and the consolidated statements of cash flows for the nine month periods
ended September 30, 1997 and 1996.

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 1997 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, 1996, 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,                   
                                           1997                1996                       
                                       -------------       ------------                   
     <S>                                 <C>                 <C>                          
     Raw materials                        $  530              $  692                      
     Work-in-process                         315                 385                      
     Finished goods                          929               2,385                      
                                          ======              ======                      
                                          $1,774              $3,462                      
                                          ======              ======                      
</TABLE>


3.  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.



                                       6


<PAGE>   7

4.  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, FASB Statement of Financial Accounting Standards No. 128 (SFAS
128) was issued and is effective for interim and annual periods ending after
December 15, 1997. SFAS 128 requires presentation of both basic and dilutive
earnings per share. Management believes that basic and dilutive earnings per
share will not differ materially from the earnings per share amounts in the
accompanying statements of income.


5.  SALE OF ASSETS

In April 1997, the Company entered into a definitive agreement for the sale of
its dental implant business to Steri-Oss Inc. of Yorba Linda, California. In May
1997, the sale was completed, and the Company received an initial cash payment
of $1.5 million. A deferred cash payment of $749,000, subject to certain
purchase price adjustments, is due in January 1998. The transaction, including
associated costs, resulted in a net charge of $617,000.




                                       7


<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION


SIGNIFICANT EVENT

In April 1997, the Company entered into a definitive agreement for the sale of
its dental business to Steri-Oss Inc. of Yorba Linda, California. In May 1997,
the sale was completed, and the Company received an initial cash payment of $1.5
million. A deferred cash payment of up to $749,000, subject to certain purchase
price adjustments, is due in January 1998. As part of the transaction, the
Company and Steri-Oss negotiated a distribution agreement whereby the Company
will manufacture and provide Interpore 200(R) Porous Hydroxyapatite ("IP200")
for distribution by Steri-Oss in the dental market. The transaction, including
associated costs, resulted in a net charge of $617,000 which was recorded in the
quarter ended June 30, 1997.


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,
                                              --------------------------------     --------------------------------
                                                                      1997 vs.                             1997 vs.
                                               1997        1996        1996         1997        1996        1996
                                              ------      ------     --------      ------      ------      -------
<S>                                           <C>         <C>         <C>          <C>         <C>         <C>    
Total net sales                               100.0%      100.0%      (26.0%)      100.0%      100.0%      (16.4%)
Cost of goods sold                             17.7%       28.0%      (53.3%)       21.4%       26.4%      (32.1%)
Royalty expense                                  .1%        1.2%      (96.4%)         .4%        1.4%      (73.8%)
                                              ------      ------      -------      ------      ------      -------
    Gross profit                               82.2%       70.8%      (14.1%)       78.2%       72.2%       (9.5%)
                                              ------      ------      -------      ------      ------      -------

Operating expense:
  Research and development                     13.5%        9.7%        2.8%        12.3%       10.3%        (.7%)
  Selling and marketing                        44.9%       49.5%      (32.9%)       46.0%       49.9%      (23.0%)
  General and administrative                   14.3%       13.0%      (18.4%)       13.8%       12.8%       (9.5%)
  Loss on sale of dental business                .0%         .0%        n/a          5.0%         .0%        n/a
                                              ------      ------      -------      ------      ------     --------
Total operating expenses                       72.7%       72.2%      (25.5%)       77.1%       73.0%      (11.7%)
                                              ------      ------      -------      ------      ------     --------
Income (loss) from operations                   9.5%       (1.4%)       n/a          1.1%        (.8%)       n/a
                                              ======      =======     =======      ======      ======      =======

</TABLE>




                                       8



<PAGE>   9
For the quarter ended September 30, 1997, net sales of $3.5 million were $1.2
million or 26.0% lower than sales of $4.7 million for the same period of 1996.
The following table presents sales by category:

<TABLE>
<CAPTION>

                                   Three months ended                                       
                                      September 30,       Increase (decrease)               
                                   ------------------     --------------------              
(in thousands)                      1997       1996       Amount         %                                     
                                   -------    -------     -------     --------                                 
<S>                                <C>        <C>         <C>          <C>                                     
Orthopaedic product sales          $ 3,188    $ 2,778     $   410       14.8%                                  
OEM product sales                      313        340         (27)      (7.9%)                                 
                                   -------    -------     -------     -------                                  
Sub-total                            3,501      3,118         383       12.3%                                  
Dental product sales                    --      1,615      (1,615)    (100.0%)                                 
                                   -------    -------     -------     -------                                       
Total sales                        $ 3,501    $ 4,733     $(1,232)     (26.0%)                                 
                                   =======    =======     =======     =======                                       
</TABLE>                                                                  


Sales of orthopaedic products, primarily Pro Osteon(R) bone graft substitute
material for orthopaedic applications, increased in the quarter ended September
30, 1997 by $410,000 or 14.8% to $3.2 million compared to $2.8 million for the
third quarter of 1996. Domestic sales of orthopaedic products increased 9.3%
during the quarter ended September 30, 1997 compared to the same quarter of
1996. Domestic sales during the third quarter of 1997 through direct sales
representatives increased 24.9% while sales through distributors decreased 14.6%
compared to the same quarter of 1996. Increasing direct representative sales and
declining domestic distributor sales has generally been the trend since the
Company created a domestic direct sales force and terminated distribution
agreements with certain domestic distributors that were not achieving
satisfactory market penetration. The Company continues to evaluate distributor
territories on a case-by-case basis, and will consider additional distributor
terminations with replacement by direct sales representatives in markets where
penetration is not satisfactory. International sales of orthopaedic products,
made exclusively to distributors, increased 87.6% between the respective
quarters.

Sales of the Company's OEM products, which consist mostly of porous
hydroxyapatite material for dental applications and for orbital implants,
decreased by 7.9% in the quarter ended September 30, 1997 to $313,000 versus
$340,000 for the third quarter of 1996. OEM product sales in the third quarter
of 1996 included substantial sales of bone graft substitute material for use in
titanium spine cage clinical trials. Partially offsetting this decline were
sales of IP200 to an OEM customer in the 1997 period.

The decline in sales of the Company's dental products (titanium dental implant
systems and IP200 for dental use) reflects the discontinuance of dental product
sales effective April 18, 1997. Sales of IP200 for dental use subsequent to the
sale of the dental business are now classified as OEM product sales.






                                       9




<PAGE>   10
For the first nine months of 1997, net sales of $12.2 million were $2.4 million
or 16.4% lower than sales of $14.6 million for the same period of 1996. The
following table presents sales by category:

<TABLE>
<CAPTION>

                                     Nine months ended                                            
                                      September 30,          Increase (decrease)                  
                                   -------------------       --------------------                 
(in thousands)                       1997        1996         Amount          %                              
                                   -------     -------       --------      ------                                   
                                                                                                             
<S>                                <C>         <C>            <C>           <C>                              
Orthopaedic product sales          $ 9,525     $ 8,352        $ 1,173       14.0%                            
OEM product sales                      995         843            152       18.0%                            
                                   -------     -------        -------      ------                                     
Sub-total                           10,520       9,195          1,325       14.4%                            
Dental product sales                 1,706       5,426         (3,720)     (68.6%)                           
                                   -------     -------        -------      ------                            
Total sales                        $12,226     $14,621        $(2,395)     (16.4%)                           
                                   =======     =======        =======      ======                                     
</TABLE>

Sales of orthopaedic products increased for the nine months ended September 30,
1997 by $1.1 million or 14.0% to $9.5 million compared to $8.4 million for the
same period of 1996. Domestic sales of orthopaedic products increased 7.2%
during the nine months ended September 30, 1997 compared to the same nine month
period of 1996. Domestic sales during the first nine months of 1997 through
direct sales representatives increased 40.1% while sales through distributors
decreased 27.4% compared to the first nine months of 1996. International sales
increased 134.1% between the respective periods.

Sales of the Company's OEM products increased by 18.0% to $995,000 for the nine
month period ended September 30, 1997 versus $843,000 for the nine month period
of 1996, reflecting initial stocking orders of IP200 for dental use from an OEM
customer in the second quarter of 1997.

The 68.6% decrease in sales of the Company's dental products from $5.4 million
to $1.7 million reflects the discontinuance of dental product sales effective
April 18, 1997.

The gross margin as a percentage of sales for the quarter ended September 30,
1997 improved to 82.2% from 70.8% for the quarter ended September 30, 1996.
Gross margin percentages for the nine month periods ended September 30, 1997 and
1996 were 78.2% and 72.2%, respectively. The improvements reflect the
discontinuance of dental product sales which had lower gross margins than the
Company's remaining orthopaedic and OEM products, and which also had associated
royalty expenses.

Total operating expenses for the quarter ended September 30, 1997 decreased by
25.5% or $870,000 as compared to the same quarter of 1996. Research and
development expenses remained relatively constant. Selling and marketing
expenses decreased by 32.9% or $770,000 versus the same quarter of 1996. Selling
and marketing expenses directly related to the dental business declined by
$823,000, while selling and marketing expenses in the orthopaedic business
increased by $53,000. General and administrative expenses decreased 18.4% or
113,000, mostly the result of cost reductions following the sale of the dental
business.

For the nine month period ended September 30, 1997, total operating expenses
decreased by 11.7% or $1.3 million to $9.4 million from $10.7 million for the
nine months ended September 30, 1996. Research and development expenses remained
relatively constant. Selling and marketing expenses decreased by $1.7 million or
23.0%. Selling and marketing expenses directly related to the dental business
declined by $1.8 million, while selling and marketing expenses in the
orthopaedic business increased by $119,000, mostly the result of commissions on
increased sales through the direct sales force and increased expenses related to
company funded symposia. General and administrative expenses



                                       10

<PAGE>   11

decreased 9.5% or 178,000, mostly the result of cost reductions related to the
sale of the dental business. The decreases in operating expenses were partially
offset by the $617,000 loss recorded on the sale of the dental business.

The increase in interest income resulted from higher cash and investments
balances while the increase in other income primarily relates to higher royalty
income.

No income tax provision was recorded during the nine month periods ended
September 30, 1997 and 1996 due to the anticipated utilization of the Company's
net operating loss carryforwards during the two periods.


LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1997 and December 31, 1996, cash, cash equivalents and
short-term investments totaled $13.3 million and $10.3 million, respectively.
The increase of $3.0 million was the result of the net proceeds from the sale of
the dental business and positive cash flow from operations in the first nine
months of 1997. Total working capital increased to $18.1 million at September
30, 1997 from $16.9 million at December 31, 1996 and the current ratio improved
from 10.4 to 18.1.

The $13.3 million total of cash, 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 regulatory approvals for
additional indications for the use of Pro Osteon, development or acquisition of
new bone graft products or complementary products, and possible acquisitions of
businesses. Additionally, the Company has a $5 million revolving line of credit
which expires in July 1998 and which had no amount outstanding at September 30,
1997.

The Company believes it currently possesses sufficient resources to meet the
cash requirements of its operations for at least the next year.



                                       11


<PAGE>   12

PART II -         OTHER INFORMATION

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         a.       Exhibits.

                  Reference is made to the Exhibit Index on Page 14 hereof.

         b.       Reports on Form 8-K.

                  On July 1, 1997, the Company filed a report on Form 8-K/A with
                  the Securities and Exchange Commission which amended the Form
                  8-K filed on May 14, 1997 describing the sale of certain
                  assets of Interpore Dental, Inc., a wholly-owned subsidiary of
                  the Company, to Steri-Oss Inc. The amended report provided
                  information required by Item 7 (b), Pro forma financial
                  information.





                                       12


<PAGE>   13
                                   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 11, 1997              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




                                       13

<PAGE>   14
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

                                                                                                    Sequentially
   Exhibit                                                                                            Numbered
    Number                                          Description                                         Page
   -------                                          -----------                                     ------------
    <S>            <C>                                                                              <C>
    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) as amended by a Third Amendment to Lease dated December 11, 1996
                   (10)

   10.03           Asset Purchase Agreement dated March 1, 1993 regarding sale of assets of
                   Interpore Orthopaedics, Inc. to Applied Epigenetics, Inc. (1)

   10.04           Cancellation and Release Agreement dated March 1, 1993 among Registrant,
                   Interpore Orthopaedics, Inc., Pfizer, Inc. and Howmedica, Inc. (1)

   10.05           Series E Preferred Stock and Common Stock Warrant Purchase Agreement dated
                   December 19, 1991 (1)

   10.06           Series E Preferred Stock Purchase Agreement dated October 30, 1992 (1)

</TABLE>


                                       14


<PAGE>   15
<TABLE>
<CAPTION>

                                                                                                    Sequentially
   Exhibit                                                                                            Numbered
    Number                                          Description                                         Page
   -------                                          -----------                                     ------------
    <S>            <C>                                                                              <C>
   10.07           Amended Schedule to Loan and Security Agreement dated July 25, 1996 among
                   Registrant, Interpore Orthopaedics, Inc. and Silicon Valley Bank (9)

   10.08           Amendment to the Loan Agreement dated July 6, 1997 among Registrant,
                   Interpore Orthopaedics, Inc. and Silicon Valley Bank (12)

   10.09           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)

   10.10           Employee Qualified Stock Purchase Plan (3)

   10.11           1995 Stock Option Plan (3)

   10.12           Stock Option Plan for Non-Employee Directors of Interpore International (7)

   10.13           Form of Indemnification Agreement (1)

   10.14           Asset Purchase Agreement dated April 18, 1997 regarding sale of assets of
                   Interpore Dental, Inc. to Steri-Oss Inc. (11)

   11.01           Computations of Net Income per Share

   27.01           Financial Data Schedule

</TABLE>

- ---------------

(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.



                                       15


<PAGE>   16

 (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.

(10)     Incorporated by reference from the Company's Annual Report on Form 10-K
         for the year ended December 31, 1996.

(11)     Incorporated by reference from the Company's Current Report on Form 8-K
         dated May 1, 1997.

(12)     Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the fiscal quarter ended June 30, 1997.






                                       16




<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,
                                                              ---------------------         -----------------------
                                                               1997           1996           1997             1996
                                                              ------         ------          ------          ------
<S>                                                           <C>             <C>             <C>             <C>
Net income                                                    $  577         $  127          $  856          $  419
                                                              ======         ======          ======          ======
Calculation of shares used in computing 
  net income per share:
   Weighted average common shares outstanding                  6,998          7,035           6,974           7,010
   Weighted average convertible preferred stock                   76            122              77             192
   Common share equivalents outstanding                          332            273             271             320
                                                              ------         ------          ------          ------
Shares used in computing net income per share                  7,406          7,430           7,322           7,522
                                                              ======         ======          ======          ======

Net income per share                                          $  .08         $  .02          $  .12          $  .06
                                                              ======         ======          ======          ======
</TABLE>




<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, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                      10,043,000
<SECURITIES>                                 3,276,000
<RECEIVABLES>                                2,417,000
<ALLOWANCES>                                   211,000
<INVENTORY>                                  1,774,000
<CURRENT-ASSETS>                            19,116,000
<PP&E>                                       2,925,000
<DEPRECIATION>                               2,381,000
<TOTAL-ASSETS>                              20,586,000
<CURRENT-LIABILITIES>                        1,054,000
<BONDS>                                              0
                                0
                                    476,000
<COMMON>                                    35,586,000
<OTHER-SE>                                 (16,530,000)
<TOTAL-LIABILITY-AND-EQUITY>                20,586,000
<SALES>                                     12,226,000
<TOTAL-REVENUES>                            12,226,000
<CGS>                                        2,617,000
<TOTAL-COSTS>                                2,671,000
<OTHER-EXPENSES>                             9,187,000
<LOSS-PROVISION>                                18,000
<INTEREST-EXPENSE>                            (488,000)
<INCOME-PRETAX>                                856,000
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            856,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   856,000
<EPS-PRIMARY>                                      .12
<EPS-DILUTED>                                      .12
        

</TABLE>


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