SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1995 Commission File Number 0-8672
ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1276891
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Lillehei Plaza, St. Paul, Minnesota 55117
(Address of principal executive offices)
(612) 483-2000
(Registrant's telephone number, including area code)
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 preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES ___ NO _X_
The number of shares of common stock, par value $.10 per share, outstanding at
July 28, 1995 was 46,632,415.
This Form 10-Q consists of 9 pages consecutively numbered.
The Exhibit Index to this Form 10-Q is set forth on page 9.
PART I FINANCIAL INFORMATION
ST. JUDE MEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information, and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended June 30,
1995 are not necessarily indicative of the results that may be expected for the
full year ended December 31, 1995. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
NOTE 2 - ACQUISITIONS
Effective September 30, 1994, the Company acquired from Siemens AG substantially
all of its worldwide cardiac rhythm management operations ("Pacesetter") for a
price not to exceed $531.3 million. The initial purchase price of $511.3 million
can be adjusted upward by a maximum of $20 million or downward based upon the
change in the net asset value of Pacesetter from September 30, 1993, to
September 30, 1994. The Company and Siemens AG currently disagree about the
final adjustment to the purchase price and are following the procedures in the
purchase agreements to resolve their differences.
The following unaudited pro forma summary information presents the results of
operations of the Company and Pacesetter for the six months ended June 30, 1994,
as if the acquisition had occurred at the beginning of 1993, after giving effect
to certain adjustments including amortization of goodwill, increased interest
expense, decreased interest income and the related income tax effects.
Six Months Ending
June 30, 1994
(Unaudited)
Net sales $336.9 million
Net income $ 56.3 million
Earnings per share $ 1.20
These pro forma results are not necessarily indicative of the results that would
have occurred had the acquisition actually taken place at the beginning of 1993,
or of the expected future results of operations.
ST. JUDE MEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1995 1994 1995 1994
Net sales $ 185,551 $66,736 $ 366,050 $133,421
Cost of sales 55,847 16,459 114,953 33,330
Gross profit 129,704 50,277 251,097 100,091
Selling, general & administrative 61,102 14,142 119,353 27,927
Research & development 18,420 2,557 34,448 5,247
Operating profit 50,182 33,578 97,296 66,917
Other income (expense) (2,177) 3,071 (4,966) 6,847
Income before taxes 48,005 36,649 92,330 73,764
Income tax provision 14,881 10,445 28,622 21,023
Net income $ 33,124 $26,204 $ 63,708 $ 52,741
Earnings per share:
Primary $ .70 $ .56 $ 1.35 $ 1.13
Fully diluted $ .70 $ .56 $ 1.35 $ 1.13
Dividends paid per share $ .00 $ .10 $ .00 $ .20
Shares outstanding
Primary 47,239 46,671 47,118 46,660
Fully diluted 47,373 46,790 47,348 46,777
ST. JUDE MEDICAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
JUNE 30 DECEMBER 31
1995 1994
ASSETS (UNAUDITED) (SEE NOTE)
Current assets:
Cash and cash equivalents $ 16,953 $ 11,791
Marketable securities 127,488 125,177
Accounts receivable, less allowance
(1995 - $7,130; 1994 - $5,760) 163,529 146,062
Inventories
Finished goods 73,272 59,534
Work in process 23,168 21,723
Raw materials 49,627 48,750
Total inventories 146,067 130,007
Other current assets 20,576 21,045
Total current assets 474,613 434,082
Property, plant and equipment 171,793 157,017
Less accumulated depreciation (35,470) (24,852)
Net property, plant and equipment 136,323 132,165
Other assets 348,911 353,651
TOTAL ASSETS $ 959,847 $ 919,898
LIABILITIES & SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 129,874 $ 112,680
Long-term debt 205,000 255,000
Shareholders' equity:
Preferred stock, par value $1.00 per share -
25,000,000 shares authorized; no shares issued -- --
Common stock, par value $.10 per share -
100,000,000 shares authorized; issued and
outstanding 1995 - 46,618,377 shares;
1994 - 46,479,082 4,662 4,648
Additional paid-in capital 32,302 28,271
Retained earnings 584,805 521,097
Cumulative translation adjustment 1,085 (2,484)
Unrealized gain on available-for-sale securities 2,119 686
Total shareholders' equity 624,973 552,218
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 959,847 $ 919,898
NOTE: The balance sheet at December 31, 1994 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. See notes to condensed consolidated financial statements.
ST. JUDE MEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
SIX MONTHS ENDED
JUNE 30
1995 1994
Operating Activities:
Net income $ 63,708 $ 52,741
Depreciation and amortization 20,178 4,408
Working capital change (15,671) (7,574)
Net cash provided by operating activities 68,215 49,575
Investing Activities:
Purchases of property, plant and equipment (13,590) (5,144)
Sales of available-for-sale securities, net -- 45,855
Other investing activities (4,329) (83)
Net cash provided by (used in) investing activities (17,919) 40,628
Financing Activities:
Proceeds from exercise of stock options 4,045 699
Cash dividends paid -- (9,287)
Repayment of long-term debt (50,000) --
Net cash used in financing activities (45,955) (8,588)
Effect of currency exchange rate changes on cash 821 191
Increase in cash and cash equivalents 5,162 81,806
Cash and cash equivalents at beginning of year 11,791 26,987
Cash and cash equivalents at end of period $ 16,953 $ 108,793
ST. JUDE MEDICAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(Dollars in thousands, except per share amounts)
RESULTS OF OPERATIONS:
INTRODUCTION: Effective September 30, 1994, St. Jude Medical Inc. acquired from
Siemens AG substantially all the worldwide assets of its cardiac rhythm
management operations ("Pacesetter"). The acquisition significantly expanded the
Company's product offerings. The Company's second quarter and first half 1995
financial results include Pacesetter's operations. Results between 1995 and 1994
are not directly comparable due to the Pacesetter acquisition.
NET SALES. Net sales for the second quarter 1995 totalled $185,551, including
approximately $116,000 from Pacesetter operations. This was a $118,815, or 178%,
increase over net sales in the 1994 second quarter. For the first six months of
1995, net sales totalled $366,050, a $232,629, or 174% increase over the
comparable period of 1994.
On a comparable business basis, second quarter net sales in 1995 as compared to
the second quarter of 1994 increased by over $3,200, or approximately 5%. For
the first six months, the 1995 increase over 1994 exceeded $4,900, or about 4%.
These increases were mainly attributable to higher mechanical heart valve net
sales, particularly in emerging markets. In addition, tissue heart valve and
cardiac assist device net sales increased over 1994 levels. On a comparable
business basis, a favorable foreign currency translation effect in 1995 as
compared to 1994 due to the weaker U.S. dollar added approximately $2,000 and
$3,700 to net sales in the second quarter and first six months of 1995,
respectively.
Pacesetter net sales totalled approximately $116,000 for the quarter and
$228,000 for the first six months. Compared to proforma 1994 results, Pacesetter
net sales increased approximately 11% and 12% for the quarter and first half,
respectively. The increase principally resulted from a strong domestic
performance which was favorably impacted by new product introductions,
competitor problems and a continuing shift toward superior performance higher
price products.
GROSS PROFIT. The second quarter 1995 gross profit was $129,704, or 69.9% of net
sales, as compared to $50,277, or 75.3% of net sales, during the comparable 1994
period. For the first six months of 1995 and 1994, gross profit was $251,097, or
68.6% of net sales, and $100,091, or 75.0% of net sales, respectively. The gross
profit margin decreased in 1995 primarily because the Pacesetter margins,
although quite good, were lower than the margins of the Company's heart valve
operations. In addition, acquired Pacesetter fixed assets were recorded at fair
market value resulting in higher depreciation charges. Higher mechanical heart
valve component costs and sales into lower margin emerging markets together with
the commencement of depreciation of start-up costs associated with the new valve
manufacturing plant also decreased the gross profit margin in 1995.
SELLING, GENERAL & ADMINISTRATIVE. Selling, general & administrative (SG&A)
expenses increased in the second quarter 1995 to $61,102 from $14,142 in the
comparable period of 1994. As a percentage of net sales, second quarter SG&A
expenses increased in 1995 to 32.9% from 21.2% in 1994. On a year-to-date basis,
1995 SG&A expenses totalled $119,353, a $91,426 increase over the $27,927
recorded in the first half of 1994.
Significant Pacesetter related goodwill has been included in 1995 SG&A expenses.
As a percentage of net sales, Pacesetter SG&A expenses were higher than heart
valve operations because Pacesetter uses a commission based third party
distributor sales force in the U.S. and all international markets except Western
Europe. The Company also established a Western European distribution
infrastructure as a result of the Pacesetter acquisition which has increased
SG&A expenses.
RESEARCH AND DEVELOPMENT. Research and development (R&D) expenses were $18,420
and $2,557 for the second quarters of 1995 and 1994, respectively. For the first
six months, R&D expenses totalled $34,448 and $5,247 for 1995 and 1994,
respectively. As a percentage of net sales, first half R&D expenses increased in
1995 to 9.4% from 3.9% in 1994.
The higher spending level reflects the addition of Pacesetter's high level of
R&D expense which results from continued enhancements in pacemaker technology
and processes. Pacesetter has major ongoing R&D programs in the bradycardia and
tachycardia areas, as well as development of a new programmer. In addition, R&D
expenses increased in the area of tissue heart valve technology.
OTHER INCOME (EXPENSE). The Pacesetter acquisition was funded by debt and
internal funds. Consequently, interest income significantly decreased and the
Company began to incur interest expense. Interest expense was approximately
$3,700 in the second quarter and $7,700 for the first half of 1995. Interest
income totalled approximately $1,700 in the second quarter and $3,300 in the
first half of 1995 versus nearly $3,900 and $7,500 in the comparable periods of
1994.
INCOME TAX PROVISION. The Company's 1995 effective tax rate was 31%, a 2.5
percentage point increase over the 28.5% effective tax rate in 1994. The higher
effective tax rate was due to reduced tax exempt interest income as a result of
the Pacesetter acquisition, lower tax benefits derived from the Company's Puerto
Rican operations as a result of Internal Revenue Code (IRC) changes made in 1993
and generally higher taxed income at Pacesetter.
OUTLOOK. The Company expects further consolidation within the worldwide health
care industry, advances in medical technology necessitating larger R& D
expenditures and continued emphasis on cost effective clinical outcomes.
Competitive pressures, hospital and other provider consolidations and various
health care reform agendas may negatively impact product sales and restrict
pricing flexibility.
An Internal Revenue Service proposed change to IRC Section 936 pertaining to the
computation of Puerto Rican profits would, if finalized in its current form,
reduce the benefits the Company derives from its Puerto Rican operations. The
Company cannot predict when or if the proposed change to the regulation will
become final. No provision has been made for this proposed change.
The Company continues to seek further diversification opportunities in the form
of acquisitions, joint ventures, partnerships and investments in emerging
technology companies as well as through internal R&D. The size, timing and
financial impact of such efforts cannot be predicted.
FINANCIAL CONDITION:
The financial condition of the Company at June 30, 1995, continues to remain
strong. Long-term debt was reduced to $205,000, a $20,000 decrease during the
second quarter and $50,000 decrease during the first six months of 1995. The
ratio of current assets to current liabilities was 3.7 to 1 at June 30, 1995.
Total assets increased $14,782 during the second quarter of 1995. Cash and
marketable securities increased $3,015 primarily as a result of cash flow from
operations after debt repayment. Accounts receivable increased $6,558 in
conjunction with an increase in the second quarter net sales as compared to net
sales in the first quarter and more sales into emerging markets that have longer
payment cycles. Inventories increased $11,916 during the quarter primarily as a
result of anticipated summer plant closings and significant new product
offerings.
Shareholders' equity increased $34,136 during the quarter to $624,973. The
increase resulted from net income of $33,124, a net unrealized gain on
available-for-sale securities of $1,860 and $2,471 associated with the exercise
of stock options and the issuance of restricted shares, less a foreign currency
translation adjustment of $3,319.
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company was a named defendant in a purported class action
captioned Weisburgh, et al. v. St. Jude Medical, Inc. et al. filed
July 2, 1992 in the United States District Court for the District of
Minnesota. The district court has dismissed the complaint and the
U.S. Court of Appeals has affirmed the dismissal.
Item 2. CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS
None
Item 3. DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
Not applicable
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS and REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Exhibit
2 Not applicable
4 Amended and Restated Rights Agreement dated as of
June 26, 1990 between the Company and Norwest Bank
Minneapolis, N.A., as Rights Agent including the
Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock is
incorporated by reference to Exhibit 1 of the
Registrant's Form 8 Amendment 2 to Form 8-A dated
July 6, 1990.
10 Not applicable
22 Not applicable
23 Not applicable
24 Not applicable
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
ST. JUDE MEDICAL, INC.
/s/ Stephen L. Wilson
DATE August 14, 1995 STEPHEN L. WILSON
Vice President - Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)