-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RUSk79eMgdKQiZ9YZ3I7UuFnGglsPW0JKD1JsmDJsC21x43NG3T1RrxfjaPCmfbz 7b91gfghQaDwR+hFTOSNgg== 0000051396-95-000031.txt : 19951120 0000051396-95-000031.hdr.sgml : 19951120 ACCESSION NUMBER: 0000051396-95-000031 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951115 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALLINCKRODT GROUP INC CENTRAL INDEX KEY: 0000051396 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 361263901 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00483 FILM NUMBER: 95593853 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148545299 MAIL ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: IMCERA GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MINERALS & CHEMICAL CORP DATE OF NAME CHANGE: 19900614 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-Q/A No. 1 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF --- THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 OR --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-483 ______________________________ MALLINCKRODT GROUP INC. (Exact name of registrant as specified in its charter) New York 36-1263901 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7733 Forsyth Boulevard St. Louis, Missouri 63105-1820 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 314-854-5200 ______________________________ 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 (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 . Applicable Only To Issuers Involved In Bankruptcy Proceedings During The Preceding Five Years: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes . No . Applicable Only To Corporate Issuers: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 76,529,742 shares excluding 10,586,547 treasury shares as of September 30, 1995. The purpose of this amendment is to amend in its entirety Part 1, Item 2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1995. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS General - ------- Earnings from continuing operations for the first quarter ended September 30, 1995 were $36 million, or 46 cents per share. This represents a 15 percent increase in per-share earnings from continuing operations compared with $31 million, or 40 cents per share, during the same period a year ago. Net sales for the quarter were up 10 percent to $492 million, compared to $449 million a year earlier. Net earnings for the first quarter were $39 million, or 50 cents per share, compared with $34 million, or 44 cents per share, during the same period a year ago. Both fiscal 1996 and fiscal 1995 first quarter results reflect reporting of the animal feed ingredients business as a discontinued operation, fiscal 1995 having been restated. A comparison of sales and operating earnings follows: (In millions) Three Months Ended September 30, ------------------ 1995 1994 ------ ------ Sales - ----- Mallinckrodt Chemical $ 153 $ 111 Mallinckrodt Medical 238 230 Mallinckrodt Veterinary 101 108 ------ ------ $ 492 $ 449 ====== ====== Operating earnings - ------------------ Mallinckrodt Chemical $ 8 $ 7 Mallinckrodt Medical 58 51 Mallinckrodt Veterinary 5 4 Corporate (7) (6) ------ ------ $ 64 $ 56 ====== ====== Business Segments - ----------------- MALLINCKRODT CHEMICAL Net Sales Three Months Ended (In millions) September 30, ------------------ 1995 1994 ------ ------ Catalyst, Performance & Lab Chemicals $ 96 $ 55 Pharmaceutical Specialties 57 56 ------ ------ $ 153 $ 111 ====== ====== Mallinckrodt Chemical, including its $7.3 million equity-investment share of earnings from the flavors joint venture, Tastemaker, achieved earnings of $15.5 million for the first quarter, up 22 percent over the prior year's $12.7 million. Net sales increased 38 percent compared to the corresponding prior year quarter. Catalyst, performance and lab chemicals sales increased 75 percent for the quarter. Results benefited from the acquisition of J.T. Baker Inc. and the reclassification of a small specialty chemical business to continuing operations, both occurring in 1995. Pharmaceutical specialties sales improved by 2 percent for the quarter. Continued strength in worldwide sales volume for medicinal narcotics was the main contributor to the increase. MALLINCKRODT MEDICAL Net Sales Three Months Ended (In millions) September 30, ------------------ 1995 1994 ------ ------ Imaging $ 161 $ 160 Anesthesiology & Critical Care 77 70 ------ ------ $ 238 $ 230 ====== ====== Mallinckrodt Medical's operating earnings for the quarter increased to $57.8 million, up 14 percent compared to the first quarter of last year. Net sales for the first quarter improved 4 percent over the prior year first quarter. Imaging sales for the quarter were 1 percent higher than the corresponding prior year quarter. Improved nuclear medicine sales volumes were partially offset by lower growth in X-ray contrast media sales, principally from timing of orders and distributor inventory adjustments. Anesthesiology and critical care sales were up 10 percent largely from improved sales volumes of respiratory therapy products. MALLINCKRODT VETERINARY Net Sales Three Months Ended (In millions) September 30, ------------------ 1995 1994 ------ ------ Animal Health $ 101 $ 108 ====== ====== Mallinckrodt Veterinary's first quarter operating earnings were $5.0 million, up 19 percent compared to the same period last year, excluding feed ingredients for both current and prior year. Net sales on the same basis decreased 7 percent compared to the corresponding prior year quarter. Lower first quarter sales resulted from the exit of certain Latin American distributorships last fiscal year and lower animal productivity sales attributable to weather conditions in North America. Lower operating expenses contributed to the improvement in operating earniangs. Corporate Matters - ----------------- Corporate expense increased $.7 million for the first quarter compared to last year. The Company's effective tax rate for the first three months was 37.5 percent, compared to last year's 38.0 percent. This decrease reflects an earnings mix toward lower statutory tax rate jurisdictions and the utilization of certain operating losses. FINANCIAL CONDITION The Company's financial resources are expected to continue to be adequate to support existing businesses and fund new opportunities. Since June 30, 1995, cash and cash equivalents increased $28 million. Operations provided $23 million of cash, while acquisition and capital spending totaled $39 million. The Company's current ratio at September 30, 1995, was 1.3:1. Debt as a percentage of invested capital was 39 percent. The Company's Board of Directors previously authorized repurchase of a total of 42 million shares of its common stock. Thirty million shares have been repurchased under this authorization, .5 million during the quarter ended September 30, 1995. On April 8, 1992, a shelf registration statement was filed with the Securities and Exchange Commission (SEC) for $250 million of debt securities. As of September 30, 1995, $50 million of securities under the shelf remain unissued. On February 15, 1995, a shelf registration statement was filed with the SEC for $250 million of debt securities. On September 15, 1995, the Company issued $100 million of 6.75% notes due September 15, 2005, from this shelf registration. As of September 30, 1995, $150 million of securities under the shelf remain unissued. The Company has a $450 million private-placement commercial paper program. This program is backed by $650 million of U.S. lines of credit, $100 million available until March 1996 and $550 million available until November 1999. At September 30, 1995, commercial paper borrowings and borrowings under the U.S. credit lines amounted to $126 million and $90 million, respectively. At September 30, 1995, non-U.S. lines of credit totaling $280 million were also available and borrowings under these lines amounted to $38 million. The non- U.S. lines are cancelable at any time. Estimated capital spending for the year ending June 30, 1996, is approximately $200 million. * * * * * * * * * * * * * * SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Mallinckrodt Group Inc. - ------------------------------ Registrant By: MICHAEL A. ROCCA By: WILLIAM B. STONE --------------------------- ------------------------ Michael A. Rocca William B. Stone Senior Vice President Vice President and and Chief Financial Officer Controller Date: November 15, 1995 -----END PRIVACY-ENHANCED MESSAGE-----