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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1999
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
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(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 6, 1999, there were 14,116,660 shares of the registrant's
common stock issued and outstanding.
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INTERPORE INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION Page(s)
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
June 30, 1999 (unaudited) and December 31, 1998 ................................. 3
Condensed Consolidated Statements of Operations (unaudited)
for the three month and six month periods ended
June 30, 1999 and June 30, 1998 ................................................. 4
Condensed Consolidated Statements of Cash Flows
(unaudited) for the six month periods ended June 30,
1999 and June 30, 1998 .......................................................... 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 .................................. 14
Item 6. Exhibits and Reports on Form 8-K ..................................................... 14
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INTERPORE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
JUNE 30, DECEMBER 31,
1999 1998
------------ ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 6,662 $ 7,908
Short-term investments 2,019 -
Accounts receivable, less allowance for doubtful accounts of
$461 and $506 in 1999 and 1998, respectively 8,224 6,418
Inventories 12,330 12,115
Prepaid expenses 1,837 1,205
Deferred income taxes 1,426 1,426
Other current assets 254 436
------------ ------------
Total current assets 32,752 29,508
Property, plant and equipment, net 1,561 1,467
Deferred income taxes 2,559 2,559
Intangible assets, net 362 338
Other assets 306 330
------------ ------------
Total assets $ 37,540 $ 34,202
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Current portion of capital lease obligations $ 15 $ 15
Accounts payable 1,379 609
Accrued compensation and related expenses 1,191 1,010
Accrued royalties 403 300
Reserve for products liability claims 192 232
Accrued disposition costs 174 250
Accrued merger-related expenses and restructuring charges 509 726
Other accrued liabilities 1,179 873
------------ ------------
Total current liabilities 5,042 4,015
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Long-term liabilities:
Long-term debt 3,152 3,152
Deferred income taxes 55 55
Obligations under capital leases, net 21 29
------------ ------------
Total long-term liabilities 3,228 3,236
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Contingencies
Stockholders' equity:
Series E convertible preferred stock, voting, par value $.01 per share: Authorized
shares - 594,000; issued and outstanding shares - 31,573 at June 30, 1999 and
32,906 at December 31, 1998; aggregate liquidation value of $237 at June 30,
1999 and $247 at December 31, 1998 - -
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 - 14,116,662 at June 30, 1999 and 14,059,690 at December 31,
1998 141 140
Additional paid-in-capital 44,115 43,962
Accumulated deficit (11,877) (14,042)
------------ ------------
32,379 30,060
Less treasury stock, at cost - 605,000 shares at June 30, 1999 and December
31, 1998
(3,109) (3,109)
------------ ------------
Total stockholders' equity 29,270 26,951
------------ ------------
Total liabilities and stockholders' equity $ 37,540 $ 34,202
============ ============
See accompanying notes.
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INTERPORE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- -----------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Net sales $ 9,642 $ 7,333 $ 18,628 $ 14,703
Cost of goods sold 2,946 2,214 5,755 4,050
---------- ---------- ---------- ----------
Gross profit 6,696 5,119 12,873 10,653
---------- ---------- ---------- ----------
Operating expenses:
Research and development 1,130 951 2,042 1,812
Selling and marketing 3,469 2,966 6,733 5,705
General and administrative 1,121 1,087 2,136 2,123
Merger-related expenses - 2,963 - 3,031
Restructuring charges - 1,512 - 1,512
---------- ---------- ---------- ----------
Total operating expenses 5,720 9,479 10,911 14,183
---------- ---------- ---------- ----------
Income (loss) from operations 976 (4,360) 1,962 (3,530)
---------- ---------- ---------- ----------
Interest income 98 204 194 444
Interest expense (88) (258) (173) (391)
Other income 97 93 182 158
---------- ---------- ---------- ----------
Total interest and other income, net 107 39 203 211
---------- ---------- ---------- ----------
Income (loss) before taxes 1,083 (4,321) 2,165 (3,319)
Income tax provision - - - 59
========== ========== ========== ==========
Net income (loss) $ 1,083 $ (4,321) $ 2,165 $ (3,378)
========== ========== ========== ==========
Net income (loss) per share:
Basic $ .08 $ (.31) $ .16 $ (.24)
Diluted $ .08 $ (.31) $ .16 $ (.24)
Shares used in computing net income (loss) per share:
Basic 13,503 13,894 13,497 13,853
Diluted 14,262 13,894 14,279 13,853
See accompanying notes.
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INTERPORE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
SIX MONTHS ENDED JUNE 30,
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1999 1998
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OPERATING ACTIVITIES
Net income (loss) $ 2,165 $ (3,378)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 450 348
Loss on disposal of property, plant and equipment - 229
Changes in operating assets and liabilities:
Accounts receivable (1,806) (113)
Inventories (215) (1,156)
Prepaid expenses (632) (781)
Other assets 182 1,013
Deferred income taxes - (111)
Accounts payable 770 462
Accrued liabilities 257 (109)
---------- ----------
Net cash provided by (used in) operating activities 1,171 (3,596)
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INVESTING ACTIVITIES
Sales (purchase) of short-term investments, net (2,019) 2,828
Capital expenditures (464) (234)
Expenditures for patent rights (80) (22)
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Net cash provided by (used in) investing activities (2,563) 2,572
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FINANCING ACTIVITIES
Repayment of long-term debt and capital lease obligations (8) (87)
Proceeds from exercise of stock options 100 482
Proceeds from employee stock purchase plan 54 63
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Net cash provided by financing activities 146 458
---------- ----------
Net decrease in cash and cash equivalents (1,246) (566)
Cash and cash equivalents at beginning of period 7,908 11,809
========== ==========
Cash and cash equivalents at end of period $ 6,662 $ 11,243
========== ==========
See accompanying notes.
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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 synthetic bone
and tissue products and spinal implant devices. 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, 1999 and the consolidated results of operations
and cash flows for the periods ended June 30, 1999 and 1998.
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,
1999 are not necessarily indicative of results to be expected for future
quarters or the full year.
The merger of Interpore and Cross has been accounted for as a
pooling-of-interests. Accordingly, financial information for all periods
presented has been restated to include the financial information of each
company.
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, 1998, as filed with the Securities and
Exchange Commission.
3. BUSINESS COMBINATION
On May 7, 1998, Interpore International ("Interpore") merged with Cross
Medical Products, Inc. ("Cross"), a publicly traded Ohio-based worldwide
supplier of spinal implant systems used to treat degenerative conditions and
deformities of the spine. Shareholders of Cross received 1.275 shares of
Interpore common stock for each share of issued and outstanding Cross common
stock. Accordingly, Interpore issued 6.7 million shares of its common stock to
Cross shareholders in exchange for all of the outstanding common stock of Cross.
In addition, approximately 895,000 shares of Interpore Cross common stock were
reserved for issuance upon the exercise of assumed Cross stock options.
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4. INVENTORIES
Inventories are stated at the lower of average cost or market.
Inventories are comprised of the following (in thousands):
June 30, December 31,
1999 1998
------------ ------------
Raw materials $ 936 $ 1,024
Work-in-process 503 279
Finished goods 10,891 10,812
============ ============
$ 12,330 $ 12,115
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5. CONTINGENCIES
Cross and a number of other spinal implant manufacturers were named as
defendants in various products liability lawsuits alleging injuries from spinal
implants supplied by Cross and others. All such lawsuits were consolidated for
pretrial proceedings in the Federal District Court for the Eastern District of
Pennsylvania and, on February 22, 1995, class certification was denied. This
forced the plaintiffs to file individual, rather than class action suits. Over
1,100 such suits were initially filed; however, Cross was dismissed from these
lawsuits for failure of the plaintiffs to state a viable claim. A large number
of plaintiffs filed new lawsuits against Cross and others alleging, in addition
to damages from spinal implants, a conspiracy among manufacturers, physicians
and other spinal implant industry members to defraud the public and market
products without the proper regulatory approvals. Cross was named as a
defendant, among others, in approximately 797 such lawsuits. Interpore Cross
cannot estimate precisely the number of such lawsuits that may eventually be
filed or in how many lawsuits Cross will be named as a defendant. In
approximately 235 of these cases, which involved products manufactured by
Acromed, another spinal implant manufacturer, Cross has been dismissed as a
defendant. Cross has also been dismissed as a defendant from approximately 79
additional cases. Of the remaining conspiracy cases, none involve products
manufactured by Cross. In June 1999, the plaintiffs agreed to dismiss Cross as a
defendant in all but eight of the remaining cases. This agreement awaits ruling
by the court.
The conspiracy cases remain coordinated for pretrial purposes only.
Plaintiffs in the conspiracy cases typically seek relief in the form of monetary
damages, often in unspecified amounts. While the aggregate monetary damages
eventually sought in all of such individual actions are substantial and exceed
the limits of Cross' products liability insurance policies, Interpore Cross
believes that Cross has affirmative defenses, and that these individual lawsuits
are otherwise without merit.
The lawsuits are being defended by Cross' insurance carrier, in some
cases under a reservation of rights. Cross maintains claims made products
liability insurance policies with at least $5 million of coverage both per
occurrence and in the aggregate. Interpore Cross and Cross believe that they
have adequate insurance for their businesses, however, there can be no assurance
that the limits of coverage will be sufficient to cover the cost of defending
all lawsuits or the payment of any amounts that may be paid in satisfaction of
any settlements or judgments. Further, there can be no assurance that Cross will
continue to be able to obtain sufficient amounts of products liability insurance
coverage at commercially reasonable premiums. Future operating results could be
materially adversely affected by the cost of defending litigation or the formal
resolution of pending cases or future claims, whether or not such defense costs,
cases or claims are covered by insurance.
Aside from the conspiracy litigation, 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, excluding the
conspiracy litigation, will not materially affect the financial position or
results of operations of Interpore Cross.
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6. LONG-TERM DEBT
The 8.5% Convertible Subordinated Debentures (the "Debentures") due June
1, 2003 are 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. Beginning July 1, 1999 and on July 1 of each succeeding year, Interpore
Cross will be obligated to redeem any Debentures tendered by June 1, 1999 or
June 1 of any succeeding year, respectively, at 100% of the principal amount
thereof plus accrued interest, subject to an annual limitation of $25,000 per
holder and an annual aggregate limitation of $262,500. During the first six
months of 1999, no Debentures were converted into shares of Interpore Cross
common stock. The fair value of the Debentures approximates the book value at
June 30, 1999 and December 31, 1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
DESCRIPTION OF BUSINESS
Interpore International, Inc. ("Interpore Cross") designs, manufactures
and markets synthetic bone and tissue products and spinal implant devices. Our
merger with Cross Medical Products, Inc. ("Cross") in May 1998 has significantly
increased our focus on the spine market, one of the fastest growing areas within
the orthopaedic marketplace. We report our sales in two product categories:
spinal implant products and bone biologics.
In the spinal implant products category, we offer the Synergy(TM) Spinal
System, which is used to facilitate spine fusions in patients suffering from
degenerative conditions and deformities of the spine. These conditions
frequently cause severe pain and loss of muscle function in patients. The
Synergy System is comprised of titanium or stainless steel hooks, rods and
screws and the instruments required for the surgeon to assemble a construct
which restores the natural anatomy, keeping it immobilized while a bone graft
eventually fuses the vertebrae naturally.
Bone biologics are comprised of Pro Osteon(R) bone graft substitute
products and OEM hydroxyapatite products. These products are derived from coral
and serve as a lattice for new bone growth when implanted into a bone defect.
The unique, interconnected porous architecture of the product is a key to its
success as a bone graft substitute. Bone graft substitutes such as Pro Osteon
offer distinct advantages over autografts and allografts. In an autograft, bone
is taken from another part of the patient's body, which frequently creates pain,
longer recovery, and risk of other complications for the patient. An allograft,
or bone taken from a cadaver, carries the risk of implant rejection or disease
transmission. Bone biologics also includes our recently introduced AGF(TM)
(Autologous Growth Factors(TM)) related products, which can be used with a bone
graft material, such as Pro Osteon, to encourage bone growth. AGF is comprised
of concentrated growth factors derived from platelets in the patient's own blood
during the surgical procedure.
Prior to the merger, we distributed our bone biologics products through
employee direct sales representatives and commissioned independent agents in the
U.S., and through stocking distributors outside the U.S. In the U.S. we had been
converting to direct representatives because we believed, with only bone graft
products in our product portfolio, we could get more focused sales time compared
to independent agents carrying other product lines. Cross was distributing its
products in the U.S. solely through independent agents, and internationally
through stocking distributors. In the U.S., both companies' sales forces were
calling directly on the same decision-maker - the orthopaedic/spine surgeon,
providing part of the rationale for the merger. Once the merger was completed,
the respective companies' product portfolios were combined, and as a result we
found we could attract independent agents that desired our complementary product
portfolio and that possessed strong surgeon relationships, an important factor
for competing in this industry. Therefore, we expect to continue to increase our
use of independent agents for the domestic distribution of both bone biologics
and spine products.
Currently, the surgeon is the key decision maker with respect to the
purchase of our products, and the hospital pays our invoices directly. However,
for many other medical device products, the purchasing decision has been assumed
by hospital purchasing departments, buying groups or managed care organizations.
Also, for some other medical device products, insurance companies and Medicare
have refused to reimburse the hospital, or the company directly in the case of
direct-to-insurer billing by the company, and therefore reimbursement becomes an
issue. These factors have not been an issue for us to date. However, in the
future there can be no assurance that the decision-making responsibility will
not shift from the surgeon, or that reimbursement will not become an issue
affecting our revenues. Other factors potentially affecting continued revenue
growth include: the pricing practices of our competitors, competitive new
product introductions, and our ability to continue to attract and retain
qualified direct sales representatives, independent agents, and distributors.
Sales to our OEM customers and our international distributors are affected by
their purchasing practices, and in the case of international sales, by the
financial capacity of our distributors and the economic conditions in their
countries. Continued revenue growth may also depend upon our ability to
successfully introduce new products or product improvements. See "Certain
Business Considerations" in our 1998 Annual Report on Form 10-K.
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SIGNIFICANT EVENT
In February 1998, we entered into an agreement to merge with Cross, a
publicly traded Ohio-based worldwide supplier of spinal implant systems used to
treat degenerative conditions and deformities of the spine. The shareholders of
both companies approved the merger on May 6, 1998 and it became effective on May
7, 1998. We exchanged approximately 6.7 million shares of our common stock for
all of the common stock of Cross. We accounted for the merger as a
pooling-of-interests.
RESULTS OF OPERATIONS
The following table presents our results of operations as percentages:
Three months ended June 30, Six months ended June 30,
----------------------------------------- -----------------------------------------
Percentage Percentage
Percentage of net sales change Percentage of net sales change
------------------------- ---------- ------------------------- ----------
1999 vs. 1999 vs.
1999 1998 1998 1999 1998 1998
---------- ---------- ---------- ---------- ---------- ----------
Net sales 100.0% 100.0% 31.5% 100.0% 100.0% 26.7%
Cost of goods sold 30.6% 30.2% 33.1% 30.9% 27.5% 42.1%
---------- ---------- ---------- ---------- ---------- ----------
Gross profit 69.4% 69.8% 30.8% 69.1% 72.5% 20.8%
---------- ---------- ---------- ---------- ---------- ----------
Operating expense:
Research and development 11.7% 13.0% 18.8% 11.0% 12.3% 12.7%
Selling and marketing 36.0% 40.5% 17.0% 36.1% 38.8% 18.0%
General and administrative 11.6% 14.8% 3.1% 11.5% 14.5% .6%
Merger-related expenses - 40.4% n/a - 20.6% n/a
Restructuring charges - 20.6% n/a - 10.3% n/a
---------- ---------- ---------- ---------- ---------- ----------
Total operating expenses 59.3% 129.3% (39.7%) 58.6% 96.5% (23.1%)
---------- ---------- ---------- ---------- ---------- ----------
Income (loss) from operations 10.1% (59.5%) n/a 10.5% (24.0%) n/a
========== ========== ========== ========== ========== ==========
Three months ended June 30, 1999 and 1998
For the quarter ended June 30, 1999, net sales of $9.6 million were $2.3
million or 31.5% higher than net sales of $7.3 million for the same period of
1998.
Three months ended June 30, Change
-------------------------- --------------------------
1999 1998 Amount %
---------- ---------- ---------- ----------
Spinal implant product sales ... $ 5,276 $ 3,992 $ 1,284 32.2%
Bone biologics product sales ... 4,366 3,341 1,025 30.7%
---------- ---------- ---------- ----------
Total net sales ................ $ 9,642 $ 7,333 $ 2,309 31.5%
========== ========== ========== ==========
Sales of spinal implant products increased in the quarter ended June 30,
1999 by $1.3 million or 32.2% to $5.3 million compared to $4.0 million for the
quarter ended June 30, 1998. The increase reflects continued market penetration
of the Synergy Spinal System, aided by the improved distribution and greater
domestic territory coverage following the merger.
Sales of bone biologics products increased by $1.0 million or 30.7% to
$4.4 million for the three months ended June 30, 1999 compared to $3.3 million
for the three months ended June 30, 1998. Our new AGF related products, used to
collect and concentrate growth factors from the patient's blood, were launched
on a nationwide basis during the quarter and accounted for $563,000 of the
increase in sales of bone biologics products. Pro Osteon sales increased by
$292,000 or 9.1% versus the same quarter of 1998. OEM bone biologics products,
which are
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dependent upon the ordering patterns of two customers, increased by $170,000 or
147% in the second quarter of 1999 compared to the same quarter of 1998.
Total domestic sales of bone biologics and spinal implant products
increased 35.5% or $1.9 million to $7.3 million for the three months ended June
30, 1999 compared to $5.4 million for the same period of 1998. International
sales increased $390,000 or 20.2% to $2.3 million for the second quarter of 1999
from $1.9 million for the second quarter of 1998.
The gross margin as percentage of sales for the quarter ended June 30,
1999 was 69.4%, approximately the same as the 69.8% gross margin for the quarter
ended June 30, 1998.
Total operating expenses for the quarter ended June 30, 1999 decreased
by 39.7% or $3.8 million to $5.7 million as compared to $9.5 million for the
same quarter of 1998 due to $4.5 million of merger-related expenses and
restructuring charges recorded in the quarter ended June 30, 1998. There were no
merger-related expenses or restructuring charges during the second quarter of
1999. Excluding these charges, operating expenses increased by $716,000 or 14.3%
but decreased as a percentage of sales from 68.2% in the second quarter of 1998
to 59.3% in the second quarter of 1999. Research and development expenses
increased by 18.8% or $179,000 due primarily to the hiring of personnel for
spinal implant product development projects. Selling and marketing expenses
increased $503,000 or 17.0% compared to the second quarter of 1998 primarily due
to increased commissions on higher sales. General and administrative expenses
increased by 3.1% or $34,000.
The $68,000 or 174.4% increase in net interest and other income relates
to a reduction in interest expense partially offset by reduced interest income.
Interest expense was higher in the 1998 period due primarily to the write-off of
prepaid debt issuance costs associated with convertible debentures which were
redeemed during the period along with a subsequent reduction of interest expense
on the lower outstanding debt. The decrease in interest income was caused by
lower average cash, cash equivalents and short-term investments in the second
quarter of 1999 compared to the second quarter of 1998 due to the payment of
merger-related expenses, restructuring charges and non-recurring charges; the
repurchase of our common stock; and the redemption of convertible debentures
during 1998.
No income tax provisions were recorded in the second quarter of 1999 and
the second quarter of 1998 due to the utilization of net operating loss
carryforwards.
Six months ended June 30, 1999 and 1998
For the six months ended June 30, 1999, net sales of $18.6 million were
$3.9 million or 26.7% higher than net sales of $14.7 million for the same period
of 1998.
Six months ended June 30, Change
--------------------------- ---------------------------
1999 1998 Amount %
---------- ---------- ---------- ----------
Spinal implant product sales ... $ 10,119 $ 7,655 $ 2,464 32.2%
Bone biologics product sales ... 8,509 7,048 1,461 20.7%
========== ========== ========== ==========
Total net sales ................ $ 18,628 $ 14,703 $ 3,925 26.7%
========== ========== ========== ==========
Sales of spinal implant products increased in the six months ended June
30, 1999 by $2.5 million or 32.2% to $10.1 million compared to $7.7 million for
the six months ended June 30, 1998. The increase reflects continued market
penetration of the Synergy Spinal System, aided by the improved distribution and
greater domestic territory coverage following the merger.
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Sales of bone biologics products increased by $1.5 million or 20.7% to
$8.5 million for the six months ended June 30, 1999 compared to $7.0 million for
the six months ended June 30, 1998. AGF related products accounted for $882,000
of the increase in sales of bone biologics products. Sales of OEM bone biologics
products increased by $373,000 or 167% in the six months ended of June 30, 1999
compared to the same period of 1998, and Pro Osteon sales increased by $206,000
or 3.0% versus the same period of 1998.
Total domestic sales of bone biologics and spinal implant products
increased 32.1% or $3.4 million to $14.2 million for the six months ended June
30, 1999 compared to $10.7 million for the same period of 1998. International
sales increased $486,000 or 12.2% to $4.5 million for the first six months of
1999 from $4.0 million for the first six months of 1998.
For the six months ended June 30, 1999, the gross margin was 69.1% of
sales compared to 72.5% of sales for the six months ended June 30, 1998. The
gross margin for the 1998 period was higher largely due to favorable
manufacturing variances at Cross during the first quarter of 1998. Additionally,
spinal implant products have lower gross margins than our bone biologics
products, and the comparatively higher growth in sales of spinal implant
products versus bone biologics products reduced the weighted average gross
margin on total sales.
Total operating expenses for the six months ended June 30, 1999
decreased by 23.1% or $3.3 million to $10.9 million as compared to $14.2 million
for the same period of 1998. Excluding $4.5 million of merger related expenses
and restructuring charges in the first six months of 1998, operating expenses
increased 13.2% or $1.3 million but decreased as a percentage of sales to 58.6%
from 65.6%. Research and development expenses increased by 12.7% or $230,000 due
primarily to the hiring of personnel for spinal implant product development
projects. Selling and marketing expenses increased $1.0 million or 18.0%
compared to the first six months of 1998 primarily due to increased commissions
on higher sales. General and administrative expenses remained relatively
unchanged between the two periods. There were no merger-related expenses or
non-recurring charges during the first half of 1999.
Total interest and other income remained fairly level as reduced
interest income on lower cash, cash equivalents and short-term investments
balances in 1999 was mostly offset by reduced interest expense. Interest expense
was higher in the 1998 period due primarily to the write-off of prepaid debt
issuance costs associated with convertible debentures which were redeemed during
the period along with a subsequent reduction of interest expense on the lower
outstanding debt. The decrease in interest income was caused by lower average
cash, cash equivalents and short-term investments in the first six months of
1999 compared to the same period of 1998 due to the payment of merger-related
expenses, restructuring charges and non-recurring charges; the repurchase of our
common stock; and the redemption of convertible debentures during 1998.
No income tax provision was recorded in the first six months of 1999 and
limited income tax provision was recorded in the first six months of 1998 due to
the utilization of net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, cash, cash equivalents and short-term investments
totaled $8.7 million as compared to $7.9 million as of December 31, 1998. Total
working capital increased to $27.7 million from $25.5 million and the current
ratio decreased to 6.5 at June 30, 1999 from 7.3 at December 31, 1998.
Our $8.7 million of cash, cash equivalents and short-term investments at
June 30, 1999 is available to support the continued investment in the
development of our business, including the development or acquisition of new
bone biologic and spinal implant products, and possible acquisitions of
technologies or businesses. We have a $5 million revolving line of credit that
had no amount outstanding at June 30, 1999 and which expires in June 2000.
At June 30, 1999, there were no material commitments for capital
expenditures.
We believe we currently possess sufficient resources to meet the cash
requirements of our operations for at least the next year.
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IMPACT OF YEAR 2000
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. If not
corrected, many computer applications could fail or create erroneous results by
not recognizing "00" to mean the year 2000.
State of Readiness
We have reviewed our software, hardware, vendors and customers
(collectively "Elements") and have determined those which we consider to be
mission critical. For Elements determined to be mission critical, we are in the
process of obtaining assurances of Year 2000 compliance. The assurances being
sought are in the form of vendor or customer certifications, identification of
alternatives, Company-administered testing efforts, or a combination of certain
assurances. We have tested critical software and hardware systems and have not
determined any to be non-compliant. The process of obtaining vendor and customer
certifications is partially complete, and we have not yet identified any
critical vendor or customer that does not expect to be compliant. To date, we
have not needed to implement any major system or software replacements. We
expect to be materially Year 2000 compliant by December 31, 1999, however, we
have no way of ensuring that all mission critical vendors or customers will be
Year 2000 compliant, and their inability to become compliant on a timely basis
could materially impact our operations or financial condition.
Costs to Address Our Year 2000 Issues
Through June 30, 1999, we have not incurred any material direct costs
associated with Year 2000 issues. While the process of evaluating Elements is
not complete, we do not believe that we will need to replace any material
non-compliant systems or hire any Year 2000 solution providers. Therefore, we
estimate that future costs to address Year 2000 issues will not be material.
Risks of Our Year 2000 Issues
We have yet to identify any mission critical Element that we expect to
not be Year 2000 compliant. In the continuing process of evaluating Elements, we
will have to rely on third party certifications of Year 2000 compliance. In the
event that mission critical Elements fail to be compliant, we could experience a
material disruption in operations, including, but not limited to: interruption
in supply of parts from vendors, inability to deliver products to customers or
to produce products on schedule, or failure of financial systems, all of which
could materially affect our business and cause a loss of customers.
Contingency Plans
We have not established a contingency plan relative to Year 2000 issues.
As our assessment continues, if it is determined that any mission critical
Elements are likely not to be Year 2000 compliant, we will develop a contingency
plan.
- --------------
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 in the "Certain Business
Considerations Section" of our Annual Report on Form 10-K.
13
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 21, 1999, Interpore Cross held its 1999 Annual Meeting of Stockholders to
vote on three proposals. The number of shares entitled to vote was 13,491,028 of
the Interpore Cross' Common Stock and 31,573 shares of Interpore Cross' Series E
Preferred Stock. The number of shares represented in person was 11,808,996
shares of Common Stock and Series E Preferred Stock. The Preferred Stock voted
on an as-converted basis on all matters. All voting information is expressed on
an as-converted or common-equivalent basis.
The following are the voting results of the three proposals:
PROPOSAL ONE: Election of two Class I members of the Board of
Directors of Interpore Cross to serve until the Annual
Meeting of Stockholders in the year 2002 or until their
successors are duly elected and qualified:
Percentage of shares
Nominee Number of votes present and voting
------- --------------- --------------------
G. Bradford Jones 11,587,860 98%
Robert J. Williams 11,587,660 98%
PROPOSAL TWO: Ratification of the approval of the amendment and
restatement of the Employee Qualified Stock Purchase
Plan.
Percentage of
Number of votes shares outstanding
--------------- ------------------
For: 10,833,852 80%
Against: 921,232 7%
Abstain: 53,912 0%
PROPOSAL THREE: Ratification and approval of adoption of the Interpore
Cross International 1999 Consultants Stock Option Plan
Percentage of
Number of votes shares outstanding
--------------- ------------------
For: 10,685,637 79%
Against: 1,021,930 7%
Abstain: 101,429 1%
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits.
Reference is made to the Exhibit Index on Page 16 hereof.
b. Reports on Form 8-K.
No reports on Form 8-K were filed during the fiscal quarter
ended June 30, 1999.
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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 6, 1999 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
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
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 (17)
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)
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 (3)
10.02 Cancellation and Release Agreement dated March 1, 1993 among
Registrant, Interpore Orthopaedics, Inc., Pfizer, Inc. and Howmedica,
Inc. (3)
10.03 Series E Preferred Stock and Common Stock Warrant Purchase Agreement
dated December 19, 1991 (3)
10.04 Series E Preferred Stock Purchase Agreement dated October 30, 1992
(3)
10.05 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)
10.06 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
10.07 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)
10.08 1995 Stock Option Plan (8)
10.09 Stock Option Plan for Non-Employee Directors of Interpore
International (9)
10.10 Danninger Medical Technology, Inc. Amended and Restated 1984
Non-Statutory Stock Option Plan (10)
10.11 Danninger Medical Technology, Inc. Amended and Restated 1984
Incentive Stock Option Plan (10)
10.12 Cross Medical Products, Inc. Amended and Restated 1994 Stock Option
Plan (10)
10.13 Asset Purchase Agreement dated March 12, 1997, among Cross Medical
Products, Inc., Danninger Healthcare, Inc. and OrthoLogic Corp. (11)
10.14 Indenture concerning 8.5% Convertible Subordinated Debentures between
Cross Medical Products, Inc. and Fifth Third Bank (12)
10.15 Supplemental Indenture between Interpore International, Inc., Cross
Medical Products, Inc. and Fifth Third Bank (5)
10.16 Form of Indemnification Agreement (13)
10.17 Schedule of Parties to Form of Indemnification Agreement (14)
16
17
Exhibit
Number Description
- ------- -----------
10.18 Non-Competition Agreement dated September 6, 1996 between Cross
Medical Products, Inc. and Stephen R. Draper (15)
10.19 Agreement between Dr. Edward Funk and Cross Medical Products, Inc.
dated February 11, 1998 (16)
10.20 Form of Employment Agreement dated August 17, 1998 between Interpore
International, Inc. and its executive officers (14)
10.21 Schedule of Parties to Form of Employment Agreement dated August 17,
1998 (14)
10.22 1999 Consultants Stock Option Plan (18)
10.23 Amended and Restated Employee Qualified Stock Purchase Plan dated
November 13, 1998 (19)
11.01 Computations of Net Income per Share
27.01 Financial Data Schedule
- ---------------
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.
Quarterly Report on Form 10-Q for the fiscal year ended September 30,
1996.
16 Incorporated by reference from the Cross Medical Products, Inc. Annual
Report on Form 10-K for the year ended December 31, 1997.
17 Incorporated by reference from our Annual Report on Form 10-K for the
year ended December 31, 1998.
18 Incorporated by reference from our Proxy Statement for the 1999 Annual
Meeting of Stockholders.
19 Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999.
17