<PAGE>
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 June 30, 2000
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, INC.
(Exact name of registrant as specified in its charter)
Delaware 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: (949) 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 August 8, 2000, there were 14,310,527 shares of the registrant's
common stock issued and outstanding.
<PAGE>
Interpore International, Inc.
Index
PART I. FINANCIAL INFORMATION Page(s)
-------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of December 31,
1999 and June 30, 2000 (unaudited)........................ 3
Condensed Consolidated Statements of Income (unaudited)
for the three month and six month periods ended June 30,
1999 and June 30, 2000.................................... 4
Condensed Consolidated Statements of Cash Flows
(unaudited) for the six month periods ended June 30, 1999
and June 30, 2000......................................... 5
Notes to Condensed Consolidated Financial Statements...... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.......... 13
Item 6. Exhibits and Reports on Form 8-K............................. 13
2
<PAGE>
Interpore International, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
------------ -----------
<S> <C> <C>
Assets (unaudited)
Current assets:
Cash and cash equivalents .............................................. $ 6,315 $11,213
Short-term investments ................................................. 3,459 -
Accounts receivable, less allowance for doubtful accounts of $516 and
$405 in 1999 and 2000, respectively ................................... 8,887 10,151
Inventories ............................................................ 13,070 12,503
Prepaid expenses ....................................................... 995 1,980
Deferred income taxes .................................................. 1,750 1,748
Other current assets ................................................... 129 76
------------ -----------
Total current assets ..................................................... 34,605 37,671
Property, plant and equipment, net ....................................... 1,349 1,511
Deferred income taxes .................................................... 2,333 2,333
Intangible assets, net ................................................... 2,274 2,210
Other assets ............................................................. 232 191
------------ -----------
Total assets ............................................................. $40,793 $43,916
============ ===========
Liabilities and stockholders' equity
Current liabilities:
Current portion of capital lease obligations ........................... $ 15 $ 15
Accounts payable ....................................................... 1,046 1,024
Accrued compensation and related expenses .............................. 1,615 1,446
Accrued royalties ...................................................... 339 324
Reserve for products liability claims .................................. 183 123
Accrued disposition costs .............................................. 118 70
Accrued merger-related expenses and restructuring charges .............. 324 158
Income taxes payable ................................................... 326 1,098
Other accrued liabilities .............................................. 425 855
------------ -----------
Total current liabilities ................................................ 4,391 5,113
------------ -----------
Long-term obligations:
Long-term debt ......................................................... 3,152 2,688
Obligations under capital leases, net .................................. 13 4
------------ -----------
Total long-term obligations .............................................. 3,165 2,692
------------ -----------
Commitments and contingencies
Stockholders' equity:
Series E convertible preferred stock, voting, par value $.01 per share:
Authorized - 594,000; issued and outstanding shares - 25,573 at
December 31, 1999 and none at June 30, 2000; aggregate liquidation
value of $192 at December 31, 1999 ................................... - -
Preferred stock, par value $.01 per share: Authorized shares -
4,406,000; outstanding shares - none ................................. - -
Common stock, par value $.01 per share: Authorized shares - 50,000,000;
issued and outstanding shares 14,272,279 at December 31, 1999 and
14,448,497 at June 30, 2000 .......................................... 143 144
Additional paid-in-capital ............................................. 45,451 46,189
Accumulated deficit .................................................... (9,244) (7,113)
Accumulated other comprehensive loss ................................... (4) -
------------ -----------
36,346 39,220
Less treasury stock, at cost - 605,000 shares at December 31, 1999 and
June 30, 2000 ........................................................ (3,109) (3,109)
------------ -----------
Total stockholders' equity ............................................... 33,237 36,111
------------ -----------
Total liabilities and stockholders' equity ............................... $40,793 $43,916
============ ===========
</TABLE>
See accompanying notes.
3
<PAGE>
Interpore International, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 9,642 $ 11,330 $ 18,628 $ 22,773
Cost of goods sold 2,946 3,445 5,755 6,997
-------- -------- -------- --------
Gross profit 6,696 7,885 12,873 15,776
-------- -------- -------- --------
Operating expenses:
Research and development 1,130 1,292 2,042 2,479
Selling and marketing 3,469 3,947 6,733 7,787
General and administrative 1,121 973 2,136 2,096
Non-recurring charges - 268 - 268
-------- -------- -------- --------
Total operating expenses 5,720 6,480 10,911 12,630
-------- -------- -------- --------
Income from operations 976 1,405 1,962 3,146
-------- -------- -------- --------
Interest income 98 156 194 292
Interest expense (88) (69) (173) (145)
Other income 97 105 182 200
-------- -------- -------- --------
Total interest and other income, net 107 192 203 347
-------- -------- -------- --------
Income before taxes 1,083 1,597 2,165 3,493
Income tax provision - 623 - 1,362
-------- -------- -------- --------
Net income $ 1,083 $ 974 $ 2,165 $ 2,131
======== ======== ======== ========
Net income per share:
Basic $ .08 $ .07 $ .16 $ .15
Diluted $ .08 $ .07 $ .16 $ .14
Shares used in computing net income per share:
Basic 13,503 13,807 13,497 13,761
Diluted 14,262 14,859 14,279 14,957
</TABLE>
See accompanying notes.
4
<PAGE>
Interpore International, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
-----------------------------
1999 2000
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net income $ 2,165 $ 2,131
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 450 496
Changes in operating assets and liabilities:
Accounts receivable (1,806) (1,264)
Inventories (215) 567
Prepaid expenses (632) (985)
Other assets 182 71
Accounts payable and accrued liabilities 1,027 722
----------- -----------
Net cash provided by operating activities 1,171 1,738
----------- -----------
Cash flows from investing activities
Sales (purchase) of short-term investments (2,019) 3,463
Capital expenditures (464) (519)
Expenditures for patent rights and other intangible assets (80) (75)
----------- -----------
Net cash provided by (used in) investing activities (2,563) 2,869
----------- -----------
Cash flows from financing activities
Repayment of long-term debt and capital lease obligations (8) (9)
Proceeds from exercise of stock options 100 263
Proceeds from employee stock purchase plan 54 37
----------- -----------
Net cash provided by financing activities 146 291
----------- -----------
Net increase (decrease) in cash and cash equivalents (1,246) 4,898
Cash and cash equivalents at beginning of period 7,908 6,315
----------- -----------
Cash and cash equivalents at end of period $ 6,662 $11,213
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE>
Interpore International, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Organization and Description of Business
Interpore International, Inc., doing business as Interpore Cross
International ("Interpore Cross"), is a medical device company that operates in
one business segment: the design, manufacture and marketing of medical devices
for the orthopedic marketplace. The products are distributed in the United
States and internationally.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared without audit, pursuant to Securities and Exchange Commission
regulations. In the opinion of management, the accompanying condensed
consolidated financial statements include all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the consolidated
financial position at June 30, 2000 and the consolidated results of operations
and cash flows for the periods ended June 30, 1999 and 2000.
The accompanying condensed consolidated financial statements include the
accounts of Interpore Cross and its subsidiaries after elimination of all
significant intercompany transactions.
The results of operations and cash flows for the periods ended June 30,
2000 are not necessarily indicative of results to be expected for future
quarters or the full year.
These consolidated financial statements should be read in conjunction with
the financial statements included in Interpore Cross' Annual Report on Form 10-K
for the year ended December 31, 1999, as filed with the Securities and Exchange
Commission.
6
<PAGE>
3. Per Share Information
Basic earnings per share is calculated by dividing net earnings by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the assumed conversion of all dilutive securities,
consisting of employee stock options, convertible securities and warrants. The
following table presents the computation of net income per share (in thousands,
except per share data):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
----------------------------------- ----------------------------------
1999 2000 1999 2000
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net income used in the calculation of basic
earnings per share $ 1,083 $ 974 $ 2,165 $ 2,131
Interest on Convertible Subordinated Debentures 67 * 134 *
--------------- ---------------- ---------------- ---------------
Net income used in calculation of diluted earnings
per share $ 1,150 $ 974 $ 2,299 $ 2,131
=============== ================ =============== ===============
Shares used in computing net income per
share - basic:
Weighted average common shares outstanding 13,503 13,807 13,497 13,761
Effect of dilutive securities:
Weighted average convertible preferred stock 32 - 32 11
Shares issuable pursuant to stock option plans 232 1,052 255 1,185
Shares issuable under the Convertible
Subordinated Debentures 495 * 495 *
--------------- ---------------- --------------- ---------------
Shares used in computing net income per share - diluted 14,262 14,859 14,279 14,957
=============== ================ =============== ===============
Net income per share - basic $ .08 $ .07 $ .16 $ .15
Net income per share - diluted $ .08 $ .07 $ .16 $ .14
</TABLE>
* Shares issuable from the convertible subordinated debentures were excluded
from the calculation of diluted earnings per share for the periods ended June
30, 2000 since their effect would have been anti-dilutive.
4. Inventories
Inventories are stated at the lower of first-in, first-out average cost or
market. Inventories are comprised of the following (in thousands):
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
--------------------- --------------------
<S> <C> <C>
Raw materials $ 1,159 $ 1,272
Work-in-process 442 503
Finished goods 11,469 10,728
--------------------- --------------------
$13,070 $12,503
===================== ====================
</TABLE>
5. Contingencies
The nature of Interpore Cross' business subjects it to products liability
and various other legal proceedings from time to time. 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 Interpore Cross.
7
<PAGE>
6. Long-Term Debt
The 8.5% Convertible Subordinated Debentures (the "Debentures") due June 1,
2003 were convertible at any time before maturity, unless previously redeemed,
into shares of Interpore Cross common stock at a conversion price of $6.37 per
share. During the first six months of 2000, $464,000 of Debentures were
converted into 72,796 shares of Interpore Cross common stock. On June 14, 2000,
Interpore Cross notified the holders that the Debentures would be redeemed, if
not earlier converted, effective August 1, 2000. Subsequent to June 30, 2000,
debentures totaling $2.5 million were converted into 393,000 shares of common
stock, and $120,000 of the Debentures were redeemed. The fair value of the
Debentures was approximately $3.9 million and $4.1 million on December 31, 1999
and June 30, 2000, respectively.
7. Comprehensive Income
Total comprehensive income represents the net change in stockholders'
equity during a period from sources other than transactions with stockholders
and as such, includes net income. The components of comprehensive income, net
of related tax, are as follows (in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------------------- -------------------------------
1999 2000 1999 2000
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income $1,083 $ 974 $2,165 $2,131
Reclassification adjustment related to short-term
investments - 3 - 4
------------- ------------ ------------ ------------
Comprehensive income $1,083 $ 977 $2,165 $2,135
============= ============ ============ ============
</TABLE>
8. Non-recurring Charges
During the second quarter of 2000, a non-recurring charge of $268,000 was
recorded in connection with the withdrawal of the proposed secondary public
stock offering.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Description of Business
Our revenues are generated from the sale of products in two principal product
categories--spinal implant products and orthobiologic products. Our spinal
implant products consist of titanium or stainless steel hooks, rods and screws
and related instruments required for the surgeon to assemble a construct which
restores the natural anatomy of the spine, keeping it immobilized while a bone
graft eventually fuses the vertebrae. Our orthobiologic products consist of
synthetic bone graft substitute materials and products used to derive AGF(TM).
AGF is used to provide faster, more complete bone growth and enhance the
performance of our bone graft products.
All of our operations are located in the United States, however, we sell our
products to customers both within and outside the United States. Within the
United States, we distribute our products primarily through independent agents.
These independent agents provide a delivery and consultative service to our
surgeon and hospital customers and receive commissions based on sales in their
territories. The commissions are reflected in our income statement within
selling and marketing expense.
For our spinal implant products, we invoice hospitals directly following a
surgical procedure in which our products are used. Our spinal implant products
are made available to hospitals from consignment inventories maintained by our
larger independent agents, or from loaner implant sets that we ship from our
facility. For our orthobiologic products, we generally ship directly to
hospitals from our facility, and we invoice hospitals upon shipment. We also
distribute AGF related products through a supply agreement with Edwards
Lifesciences Cardiovascular Resources.
Outside the United States, we sell our products directly to distributors who
maintain an inventory of our products. We record revenue at the time of shipment
to the distributor at prices generally ranging from 40% to 70% of our U.S. list
prices. The distributors provide service to the surgeons and hospitals, deliver
products and invoice hospitals directly at prices determined by the
distributors.
Because our revenues from U.S. hospitals are primarily at list price, and our
revenues from international distributors are at a discount to U.S. list prices,
our gross margins are subject to fluctuation based on the mix of domestic and
international sales, with domestic gross margins being somewhat higher than
international gross margins. Additionally, the spinal implant and orthobiologic
sales mix also affects our gross margins, with higher margins for our
orthobiologic products.
9
<PAGE>
Results of Operations
The following table presents our results of operations as percentages:
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
-------------------------------------------- ------------------------------------------
Percentage Percentage
Percentage of net sales change Percentage of net sales change
-------------------------- ------------- -------------------------- -----------
2000 vs. 2000 vs.
1999 2000 1999 1999 2000 1999
------------ ---------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net sales 100.0% 100.0% 17.5% 100.0% 100.0% 22.3%
Cost of goods sold 30.6% 30.4% 16.9% 30.9% 30.7% 21.6%
------------ ---------- ----------- ----------- ----------- ------------
Gross profit 69.4% 69.6% 17.8% 69.1% 69.3% 22.6%
------------ ---------- ------------- ------------ ----------- ------------
Operating expense:
Research and development 11.7% 11.4% 14.3% 11.0% 10.9% 21.4%
Selling and marketing 36.0% 34.8% 13.8% 36.1% 34.2% 15.7%
General and administrative 11.6% 8.6% (13.2%) 11.5% 9.2% (1.8%)
Non-recurring charges - 2.4% n/a - 1.2% n/a
------------ ---------- ------------- ----------- ----------- ------------
Total operating expenses 59.3% 57.2% 13.3% 58.6% 55.5% 15.8%
------------ ---------- ------------- ----------- ----------- ------------
Income from operations 10.1% 12.4% 44.0% 10.5% 13.8% 60.3%
============ ========== ============= =========== =========== ============
</TABLE>
Three months ended June 30, 1999 and 2000
-----------------------------------------
For the quarter ended June 30, 2000, sales of $11.3 million were $1.7
million or 17.5% higher than net sales of $9.6 million for the same period of
1999.
<TABLE>
<CAPTION>
Three months ended June 30, Change
--------------------------- ---------------------
1999 2000 Amount %
----------- ------------ ---------- ---------
<S> <C> <C> <C> <C>
Spinal implant product sales........ $5,276 $ 6,116 $ 840 15.9%
Orthobiologic product sales......... 4,366 5,214 848 19.4%
----------- ------------ ---------- ---------
Total sales.................... $9,642 $11,330 $1,688 17.5%
=========== ============ ========== =========
</TABLE>
Sales of spinal implant products increased in the quarter ended June 30,
2000 by $840,000 or 15.9% to $6.1 million compared to $5.3 million for the
quarter ended June 30, 1999. The increase reflects continued market penetration
of the SynergyTM Spinal System, aided by improved distribution and territory
coverage.
Sales of orthobiologic products increased by $848,000 or 19.4% to $5.2
million for the three months ended June 30, 2000, compared to $4.4 million for
the three months ended June 30, 1999. Our AGF related products, which were
launched on a nationwide basis during the second quarter of 1999, increased by
$998,000 and sales of synthetic bone products decreased by $150,000 or 3.9%
versus the same quarter of 1999. We believe the decline in sales of synthetic
bone products was primarily related to the shift in domestic distribution from
direct sales representatives to independent agents, which we believe are
focusing a greater portion of their efforts on spinal implant product sales.
Total domestic sales of spinal implant products and orthobiologic products
increased 19.2% or $1.4 million to $8.7 million for the three months ended June
30, 2000 compared to $7.3 million for the same period of 1999. International
sales increased $279,000 or 12.0% to $2.6 million for the second quarter of 2000
from $2.3 million for the second quarter of 1999.
10
<PAGE>
For the quarter ended June 30, 2000, the gross margin was 69.6% of sales
compared to 69.4% of sales for the quarter ended June 30, 1999.
Total operating expenses for the quarter ended June 30, 2000 increased by
13.3% or $760,000 to $6.5 million, compared to $5.7 million for the same quarter
of 1999. During the second quarter of 2000, we recorded a non-recurring charge
of $268,000 in connection with the withdrawal of our proposed secondary public
stock offering. Excluding this charge, operating expenses increased by 8.6% or
$492,000 but decreased as a percentage of sales from 59.3% in the second quarter
of 1999 to 54.8% in the second quarter of 2000. Research and development
expenses increased by 14.3% or $162,000 due primarily to the hiring of personnel
and other costs related to spinal implant product development projects and
amortization of intangible assets primarily related to the AGF technology.
Selling and marketing expenses increased $478,000 or 13.8% compared to the
second quarter of 1999 primarily due to increased commissions on higher domestic
sales. General and administrative expenses decreased by 13.2% or $148,000 due
primarily to lower products liability insurance premium rates.
Net interest and other income increased $85,000 or 79.4% related
principally to an increase in interest income combined with reduced interest
expense. Interest income for the quarter ended June 30, 2000 increased $58,000
or 59.2% compared to the second quarter of 1999 due to increased cash and short-
term investment balances combined with higher interest rates. Interest expense
decreased during the quarter ended June 30, 2000 as a result of conversions of
convertible subordinated debentures into common stock.
In the second quarter of 1999, we reduced our valuation allowance against
our deferred tax assets by an amount roughly equal to taxable income, resulting
in no income tax provision for the period. This continued throughout 1999 until
the fourth quarter, at which time the valuation allowance was exhausted.
Accordingly, in the second quarter of 2000 we recorded an income tax provision
of $623,000, reflecting an effective tax rate of approximately 39%.
Six months ended June 30, 1999 and 2000
---------------------------------------
For the six months ended June 30, 2000, sales of $22.8 million were $4.1
million or 22.3% higher than net sales of $18.6 million for the same period of
1999.
<TABLE>
<CAPTION>
Six months ended June 30, Change
------------------------- --------------------------
1999 2000 Amount %
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Spinal implant product sales........ $10,119 $12,610 $2,491 24.6%
Orthobiologic product sales......... 8,509 10,163 1,654 19.4%
------------ ----------- ------------ -----------
Total sales.................... $18,628 $22,773 $4,145 22.3%
============ =========== ============ ===========
</TABLE>
Sales of spinal implant products increased in the six months ended June 30,
2000 by $2.5 million or 24.6% to $12.6 million compared to $10.1 million for the
six months ended June 30, 1999. The increase reflects continued market
penetration of the Synergy(TM) Spinal System, aided by improved distribution and
territory coverage.
Sales of orthobiologic products increased by $1.7 million or 19.4% to $10.2
million for the six months ended June 30, 2000, compared to $8.5 million for the
six months ended June 30, 1999. Sales of AGF related products, which were
launched on a nationwide basis during the second quarter of 1999, increased by
$2.1 million for the six months ended June 30, 2000 compared to the same period
of 1999. Sales of synthetic bone products decreased by $416,000 or 5.5% versus
the same period of 1999. We believe the decline in sales of synthetic bone
products was primarily related to the shift in domestic distribution from direct
sales representatives to independent agents, which we believe are focusing a
greater portion of their efforts on spinal implant product sales.
Total domestic sales of spinal implant products and orthobiologic products
increased 25.3% or $3.6 million to $17.8 million for the six months ended June
30, 2000 compared to $14.2 million for the same period of 1999.
11
<PAGE>
International sales increased $566,000 or 12.7% to $5.0 million for the first
six months of 2000 from $4.5 million for the first six months of 1999.
For the six months ended June 30, 2000, the gross margin was 69.3% of sales
compared to 69.1% of sales for the six months ended June 30, 1999.
During the second quarter of 2000, we recorded a non-recurring charge of
$268,000 in connection with the withdrawal of our proposed secondary public
stock offering. Total operating expenses for the six months ended June 30,
2000, excluding the non-recurring charge, increased by 13.3% or $1.5 million to
$12.4 million, compared to $10.9 million for the same period of 1999, and as a
percentage of sales decreased from 58.6% in the first six months of 1999 to
54.3% in the first six months of 2000. Research and development expenses
increased by 21.4% or $437,000 due primarily to the hiring of personnel and
other costs related to spinal implant product development projects and
amortization of intangible assets related to the AGF technology. Selling and
marketing expenses increased $1.1 million or 15.7% compared to the first half of
1999 primarily due to increased commissions on higher domestic sales. General
and administrative expenses were relatively unchanged between the two periods.
Net interest and other income increased $144,000 or 70.9% related
principally to an increase in interest income combined with reduced interest
expense. Interest income for the six months ended June 30, 2000 increased
$98,000 or 50.5% from the same period of 1999 due to increased cash and short-
term investment balances combined with higher interest rates. Interest expense
decreased during the six months ended June 30, 2000 as a result of conversions
of convertible subordinated debentures into common stock.
During the first six months of 1999, we reduced our valuation allowance
against our deferred tax assets by an amount roughly equal to taxable income,
resulting in no income tax provision for the period. This continued throughout
1999 until the fourth quarter, at which time the valuation allowance was
exhausted. Accordingly, in the first six months of 2000 we recorded an income
tax provision of $1.4 million, reflecting an effective tax rate of approximately
39%.
Liquidity and Capital Resources
In the first six months of 2000, our operating activities generated $1.7
million of net cash. We invest our excess cash in U.S. Treasury securities and
high-grade marketable securities. At June 30, 2000, cash, cash equivalents and
short-term investments totaled $11.2 million as compared to $9.8 million at
December 31, 1999. We also have a $5.0 million revolving line of credit
available to us that had no amount outstanding at June 30, 2000 and which
expires in June 2001.
We have used and may continue to use our cash, our common stock, or a
combination of both to pay for purchased technologies, product lines, mergers
and acquisitions. We also intend to continue to invest in the development of our
business. We believe we currently possess sufficient resources to meet the cash
requirements of our operations for at least the next year. However, some of the
aforementioned activities may require cash in excess of that which we currently
possess, and we can give no assurance that we will be able to raise the
additional capital on satisfactory terms, if at all.
At June 30, 2000, we had no material commitments for capital expenditures.
________________________
The quarterly results contained herein are unaudited and reflect certain
assumptions of management that may change. Results of the quarter may not be
representative of results for future quarters or indicative of our financial
results for the year. Certain statements in this Quarterly Report on Form 10-Q
are forward-looking and may involve risks and uncertainties, including, but not
limited to: product demand and market acceptance risks; risks related to the
development of future products; risk that we will not receive additional
regulatory approval of products; and the impact of competitive products.
Additional information on factors that could affect our financial results and
growth prospects is disclosed in reports we file from time to time with the
Securities and Exchange Commission, including the "Certain Business
Considerations" section of our Annual Report on Form 10-K.
12
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
On May 19, 2000, Interpore Cross held its 2000 Annual Meeting of Stockholders to
vote on two proposals. The number of shares entitled to vote was 13,789,683.
The number of shares represented in person or by proxy was 12,477,957.
The following are the voting results for the two proposals:
PROPOSAL ONE: Election of two Class II members of the Board of Directors
------------ of Interpore Cross to serve until the Annual Meeting of
Stockholders in the year 2003 or until their successors are
duly elected and qualified:
<TABLE>
<CAPTION>
Percentage of shares
Nominee Number of votes present and voting
---------------------------------- ------------------------------ -------------------------------
<S> <C> <C>
William A. Eisenecher 12,324,574 99%
Daniel A. Funk, M.D. 12,324,574 99%
</TABLE>
PROPOSAL TWO: Approval of the Adoption of the 2000
------------ Equity Participation Plan:
<TABLE>
<CAPTION>
Percentage of shares
Number of votes present and voting
------------------------------ -------------------------------
<S> <C> <C>
For: 5,684,053 73%
Against: 690,381 9%
Abstain: 1,433,801 18%
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits.
Reference is made to the Exhibit Index on Page 15 hereof.
b. Reports on Form 8-K.
No reports on Form 8-K were filed during the fiscal quarter ended June
30, 2000.
13
<PAGE>
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: August 9, 2000 INTERPORE INTERNATIONAL, INC.
(Registrant)
By: /s/ David C. Mercer
-------------------------------------
David C. Mercer,
Chairman and Chief Executive Officer
By: /s/ Richard L. Harrison
-------------------------------------
Richard L. Harrison
Sr. Vice President and
Chief Financial Officer
14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
--------- -----------
<C> <S>
3.01 Certificate of Incorporation of Interpore International, Inc. as
amended (1)
3.02 Bylaws of Registrant (1)
3.03 Amendment Number One to Bylaws (16)
4.01 Rights Agreement dated November 19, 1998, between Interpore
International, Inc. and U.S. Stock Transfer Corporation, which
includes the form of Certificate of Determination of the Series A
Junior Participating Preferred Stock of Interpore International,
Inc. as Exhibit A, the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as Exhibit C (2)
4.02 Registration Rights Agreement dated December 8, 1999 by and between
Interpore International, Inc., John A. Dawdy and Andrew G. Hood (20)
10.01 Cancellation and Release Agreement dated March 1, 1993 among
Registrant, Interpore Orthopaedics, Inc., Pfizer, Inc. and
Howmedica, Inc. (3)
10.02 Single Tenant Lease dated July 25, 1991 between Registrant and The
Irvine Company as amended by a Third Amendment to Lease dated
December 11, 1996 (4);
10.03 Amended and Restated Loan and Security Agreement dated June 22, 1999
among Registrant, Interpore Orthopaedics, Inc., Cross Medical
Products, Inc., Interpore Cross International Inc., and Silicon
Valley Bank (19) and Loan Modification Agreement dated June 21, 2000
10.04 Amended and Restated Stock Option Plan dated March 19, 1991 (6),
First Amendment to the Amended and Restated Stock Option Plan,
effective October 15, 1991 (3); Amendment to the Amended and
Restated Stock Option Plan dated September 17, 1994 (7)
10.05 1995 Stock Option Plan (8)
10.06 Stock Option Plan for Non-Employee Directors of Interpore
International (9)
10.07 Danninger Medical Technology, Inc. Amended and Restated 1984 Non-
Statutory Stock Option Plan (10)
10.08 Danninger Medical Technology, Inc. Amended and Restated 1984
Incentive Stock Option Plan (10)
10.09 Cross Medical Products Inc. Amended and Restated 1994 Stock Option
Plan (10)
10.10 Asset Purchase Agreement dated March 12, 1997, among Cross Medical
Products, Inc., Danninger Healthcare, Inc. and OrthoLogic Corp. (11)
10.11 Indenture concerning 8.5% Convertible Subordinated Debentures
between Cross Medical Products, Inc. and Fifth Third Bank (12)
10.12 Supplemental Indenture between Interpore International, Inc. and
Cross Medical Products, Inc. and Fifth Third Bank (5)
10.13 Form of Indemnification Agreement (13)
10.14 Schedule of Parties to Form of Indemnification Agreement (14)
10.15 Agreement between Dr. Edward Funk and Cross Medical Products, Inc.
dated February 11, 1998 (15)
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
--------- -----------
<C> <S>
10.16 Form of Employment Agreement dated August 17, 1998 between Interpore
International, Inc. and its executive officers (14)
10.17 Schedule of Parties to Form of Employment Agreement dated August 17,
1998 (14)
10.18 1999 Consultants Stock Option Plan (17)
10.19 Amended and Restated Employee Qualified Stock Purchase Plan dated
November 13, 1998 (18)
10.20 Asset Purchase Agreement dated December 8, 1999, by and among
Interpore Orthopaedics, Inc., Quantic Biomedical, Inc., Quantic
Biomedical Partners, John A. Dawdy and Andrew G. Hood (20)
27.01 Financial Data Schedule
</TABLE>
_______________
(1) Incorporated by reference from our Registration Statement on Form S-4,
Registration No. 333-49487.
(2) Incorporated by reference from our Current Report on Form 8-K dated
December 1, 1998.
(3) Incorporated by reference from our Registration Statement on Form S-1,
Registration No. 33-69872.
(4) Incorporated by reference from our Current Report on Form 8-K dated
February 11, 1998.
(5) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998.
(6) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 33-77426.
(7) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 33-86290.
(8) Incorporated by reference from our Proxy Statement for the 1994 Annual
Meeting of Shareholders.
(9) Incorporated by reference from our Proxy Statement for the 1995 Annual
Meeting of Shareholders.
(10) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 333-53775.
(11) Incorporated by reference from the Cross Medical Products, Inc. Annual
Report on Form 10-K for the year ended December 31, 1996.
(12) Incorporated by reference from the Cross Medical Products, Inc.
Registration Statement on Form S-2, Registration No. 333-02273.
(13) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998.
(14) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1998.
(15) Incorporated by reference from the Cross Medical Products, Inc. Annual
Report on Form 10-K for the year ended December 31, 1997.
(16) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
(17) Incorporated by reference from our Proxy Statement for the 1999 Annual
Meeting of Stockholders.
(18) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999.
(19) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1999.
(20) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
16
