-----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, JCwVHSVBvSs/qG2I6ZqT0SivhjGHriQTShN2FeKeHaWPsnWfnj68qQ0XiAY66bSh BdT2tQT+pXbWZ8rOWHXQQw== 0000064892-04-000001.txt : 20040127 0000064892-04-000001.hdr.sgml : 20040127 20040127165619 ACCESSION NUMBER: 0000064892-04-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR CORP /MN/ CENTRAL INDEX KEY: 0000064892 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 410950791 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31744 FILM NUMBER: 04546911 BUSINESS ADDRESS: STREET 1: 201 MENTOR DR CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8058796000 MAIL ADDRESS: STREET 1: 201 MENTOR DR CITY: SANTA BARBARA STATE: CA ZIP: 93111 8-K 1 k8jan27041.htm THIRD QUARTER FOR FISCAL 2004 EARNINGS RELEASE SECURITIES AND EXCHANGE COMMISSION

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
January 27, 2004


MENTOR CORPORATION
(Exact name of registrant as specified in its charter)

                                                            Minnesota                                              0-7955                                    41-0950791
                                               (State or other jurisdiction of                    (Commission File No.)                (IRS Employer I.D. No.)
                                                incorporation)

201 Mentor Drive
Santa Barbara, California 93111
(Address of principal executive offices)

Registrant's telephone number, including area code:
(805) 879-6000

ITEM 7.  Exhibits.

(c)        The following exhibit is being furnished herewith:

            Exhibit No.        Exhibit Description

            99                     Press Release, dated January 27, 2004, issued by Mentor Corporation.

ITEM 12. Results of Operations and Financial Condition.

The purpose of this current report on Form 8-K is to furnish, as required by Item 12 of Form 8-K, the press release in connection with the fiscal 2004 third quarter results of operations issued by Mentor Corporation on January 27, 2003.  The release is attached hereto as Exhibit 99. 


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 hereunto duly authorized.

                                                            MENTOR CORPORATION

Date:  January 27, 2004                          /s/CHRISTOPHER J. CONWAY
                                                            Christopher J. Conway, Chairman
                                                            Chief Executive Officer

Date:  January 27, 2004                          /s/ADEL MICHAEL                  
                                                            Chief Financial Officer

EX-99 3 k8jan2704ex991.htm PRESS RELEASE DRAFT---NOT FOR RELEASE

Mentor Corporation                                                          Coffin Communications Group
201 Mentor Drive                                                                 15300 Ventura Blvd., Suite 303
Santa Barbara, CA 93111                                                     Sherman Oaks, CA 91403
(805) 879-6082                                                                   (818) 789-0100

Contact:  Christopher J. Conway, Chairman & CEO               Contact:  William F. Coffin, President

 

MENTOR CORPORATION REPORTS
FISCAL YEAR 2004 THIRD QUARTER FINANCIAL RESULTS

SANTA BARBARA, California, January 27, 2004 - Mentor Corporation (NYSE: MNT) today announced operating results for its third fiscal quarter ended December 31, 2003.

Sales for the quarter were $106.5 million compared to $94.0 million last year, an increase of 13 percent over third quarter last year and a record sales quarter. 

Net income was $12.5 million and $0.26 per share compared to $13.0 million and $0.27 per share for the third quarter last year, a net income decrease of 3.4 percent. 

Sales for the nine-month year-to-date were $304.9 million, an increase of 8 percent over the similar period last year.  Net income for the nine-month period was $39.8 million, or $0.82 a share, compared to $42.2 million and $0.87 a share last year. 

Aesthetic surgery sales for the third quarter increased 24 percent over the similar quarter last year, to $54.8 million.  Breast implant sales grew 23 percent, and body-contouring (liposuction) products grew 36 percent. 

Sales of Women's Health products grew 55 percent, driven by sales of the new ObTapeTM implant for stress incontinence that was introduced into the U.S. in September 2003.  That increase was offset by lower brachytherapy sales, resulting in total surgical urology sales of $26.5 million, a 3 percent decrease from the prior year. 

Sales of clinical and consumer disposable incontinence products were $25.2 million for the quarter, an increase of 11 percent. 

Foreign currency exchange rates accounted for about $5.5 million of the overall sales increase for the quarter, and $15 million for the nine-month year-to-date. 

"We are especially pleased with the very strong sales performance in aesthetic surgery," said Chris Conway, Chairman and CEO of Mentor.  "We continue to be the market leader in this fast growing medical specialty. 

"We are also extremely pleased with the growth in Women's Health sales," Conway said.  "The ObTapeTM implant provides a better solution to stress incontinence than previous methods and we believe it has great potential." 

Manufacturing margins for the quarter improved over the prior year, contributing a gross profit increase of 18 percent.  However, higher selling, administrative, and R&D expenses limited the operating income increase to 2 percent.

Selling and administrative expenses increased by 26 percent over the prior year, due largely to the additional costs of operations acquired during the past year and currency exchange rates.

"We are pleased with the operating results for this quarter," said Conway.  "And we are excited about the other favorable developments during the quarter that are significant for Mentor's future growth." 

In October, Mentor acquired Inform Solutions, Inc., the leading provider of revenue enhancing services to plastic surgeons.  "This acquisition reinforces our leadership position in plastic surgery," Conway said.  "It contributed to our very strong sales performance in aesthetic surgery this quarter.  We are more valuable partners to our customers when we help them to grow." 

Another significant development during the quarter was the agreement with the Wisconsin Alumni Research Foundation (WARF) which gives Mentor the exclusive manufacturing and marketing rights to proprietary botulinum technology developed at the University of Wisconsin-Madison. 

"Mentor now has a dedicated manufacturing facility in Madison for botulinum neurotoxins," said Conway.  "We have a next generation product, Puretox®, which is considerably purer than currently available toxins.  This is a major opportunity for Mentor.  Botulinum toxin injections are the fastest growing cosmetic procedure today at more than 1.5 million procedures a year." 

In August, Mentor acquired A-Life, Inc., manufacturer of a proprietary cross-linked hyaluronic acid dermal filler, Hyalite®.  "With Puretox and Hyalite, we have the most advanced products for the facial aesthetics market," Conway said.  "Both of them will begin clinical studies for cosmetic applications in the year ahead, and we are confident of ultimate success. Our aesthetic surgery sales force is eager to launch these superior new products." 

In December, Mentor filed the clinical module of its Pre Market Approval Application (PMA) seeking approval of Mentor Silicone Gel Filled Breast Implants with the U.S. Food and Drug Administration (FDA).  "We were pleased with the data we submitted in our application," Conway said.  "However, on January 8th the FDA issued some new guidelines which will require additional information.  While some of this information will take time to acquire, we are confident that we can provide it and that the scientific data will support the safety and efficacy of Mentor products." 

Research and Development expenses increased by 24 percent over the prior year, but were lower than for the two preceding quarters.  Part of the increase is related to the breast implant PMA filed in December.  Activity is increasing on other projects, including Hyalite® hyaluronic acid dermal filler and Mentor's Puretox® botulinum toxin, both of which are expected to begin U.S. clinical trials this year.  Because of these and other clinical trials Research and Development expenses are likely to increase in the year ahead.  

In December, Mentor announced the expansion of its senior management team with the appointment of Joshua Levine as President and Chief Operating Officer and Adel Michael as Vice Chairman as well as Chief Financial Officer.  This team has now begun the process of consolidating and aligning manufacturing and sales operations within Mentor and its various subsidiaries that have been acquired during the past several years.  This realignment process is expected to result in more effective selling efforts, along with annual cost savings of several million dollars. 

Also in December, Mentor completed the sale of $150 million of convertible subordinated notes.  The company intends to use a portion of the proceeds of the offering to repurchase shares of its common stock from the open market.  The company did repurchase 2.7 million shares during the quarter.  Mentor may also use a portion of the proceeds for the acquisition of businesses, products, product rights or technologies. 

"Our financial position continues to be strong," Conway said.  "We are paying a significant dividend at an annual rate of $0.60 per share, one of the highest in our sector.  We have an exciting pipeline of new products and the resources to support further growth.  We are looking forward to an exciting year ahead."  

Mentor Corporation has scheduled a conference call today regarding this announcement.  Those interested in listening to a recording of the call may dial (800) 839-6713 [pass code: 6066068] 6:00 p.m. ET today until Midnight ET, February 11, 2004.  You may also listen to the live webcast at 5:00 p.m. ET today or the archived call at www.mentorcorp.com Investor Relations site under "Conference Calls."


MENTOR CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except per share data)

Three months ended
December 31,

Nine months ended
December 31,

2003

2002

2003

2002

Net Sales

$   106,502 

$    94,039 

$   304,871 

$    281,302 

 

 

 

 

  Cost of sales

      40,461 

      38,167 

     115,395 

      114,081 

Gross Profit

      66,041 

      55,872 

      189,476 

      167,221 

 

 

 

 

  Selling, general and
    administrative expense


      40,627 


       32,194 


      110,205 


        94,236 

  Research and development

       7,216 

         5,799 

        22,470 

        16,538 

      47,843 

       37,993 

      132,675 

      110,774 

 

 

 

 

Operating Income

       18,198 

       17,879 

        56,801 

        56,447 

 

 

 

 

Interest (expense)

           (371)

           (245)

           (681)

            (782)

Interest income

            394 

            599 

          1,113 

          1,831 

Other income (expense)

            182 

            526 

          1,107 

          1,731 

 

 

 

 

Income before income taxes

       18,403 

       18,759 

        58,340 

        59,227 

 

 

 

 

Income taxes

         5,863 

         5,777 

        18,529 

        16,990 

 

 

 

 

Net income

$     12,540 

$      12,982 

$      39,811 

$      42,237 

Earnings per share

  Basic earnings per share

$         0.27 

$         0.28 

$         0.86 

$          0.90 

  Diluted earnings per share

$         0.26 

$         0.27 

$         0.82 

$          0.87 

  Dividends per share

$         0.15 

$         0.02 

$         0.32 

$          0.05 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

  Basic

       45,769 

      46,380 

       46,239 

        46,685 

  Diluted

       47,916 

      48,453 

       48,291 

        48,697 

         
         

Sales by Principal Product Line

  (in thousands)

For the three months ended December 31,

2003

2002

% Change

 

Aesthetics and General Surgery Products

$     54,821

$     44,105

         24.3%

 

Surgical Urology Products

       26,521

       27,302

         (2.9)%

 

Clinical & Consumer Healthcare Products

       25,160

       22,632

          11.2%

 

Total Sales

$    106,502

$     94,039

          13.3%

 

 

 

 

         

Sales by Principal Product Line

  (in thousands)

For the nine months ended December 31,

2003

2002

% Change

Aesthetics and General Surgery Products

$    157,523

$    140,533

          12.1%

Surgical Urology Products

        78,513

       79,290

         (1.0)%

Clinical & Consumer Healthcare Products

        68,835

       61,479

         12.0%

Total Sales

$    304,871

$    281,302

           8.4%


 

MENTOR CORPORATION

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

(unaudited, in thousands)

 

ASSETS

December 31, 2003

 

March 31, 2003

Current assets:

  Cash and marketable securities

 $               173,537

 $               106,024

  Accounts receivable, net

                   80,620

                    79,784

  Inventories

                   71,987

                    61,269

  Deferred income taxes

                   16,253

                    15,253

  Prepaid expenses and other

                   16,696

                    10,858

          Total current assets

                  359,093

                  273,188

 

 

 Property, plant and equipment, net

                   79,178

                    68,671

 

 

 Intangibles, net of amortization

                   53,487

                    35,570

 Goodwill, net of amortization

                   21,644

                    16,520

 Long-term marketable securities

                     9,376

                     3,741

 Other assets

                        538

                        398

 

 

Total assets

$               523,316

$               398,088

       

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

Current liabilities

 $               114,330

 $               105,192

Long-term deferred income taxes

                     2,201

                     2,216

Long-term liabilities

                   15,058

                    13,970

Convertible subordinated notes

150,000

-

Shareholders' equity

                  241,727

                  276,710

 $               523,316

 $               398,088


 

Safe Harbor Statement of Mentor Corporation under the Private Securities Litigation Reform Act of 1995:

All statements included or incorporated by reference in this release, other than statements or characterizations of historical fact, are forward-looking statements.  These forward-looking statements are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us.  Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," similar expressions, and variations or negatives of these words.  In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  These forward-looking statements speak only as of the date hereof and are based upon the information available to us at this time.  Such information is subject to change, and we will not necessarily inform you of such changes.  These statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that are difficult to predict.  Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statement as a result of various factors.

Important factors that may cause such a difference for Mentor include, but are not limited to competitive pressures and other factors such as the introduction or regulatory approval of new products by our competitors and pricing of competing products and the resulting effects on sales and pricing of our products, disruptions or other problems with our sources of supply, significant product liability or other claims, difficulties with new product development and market acceptance, changes in the mix of our products sold, patent conflicts, product recalls, United States Food and Drug Administration (FDA) delay in or approval or rejection of new or existing products, changes in Medicare, Medicaid or third-party reimbursement policies, changes in government regulation, use of hazardous or environmentally sensitive materials, our inability to implement new information technology systems, our inability to integrate new acquisitions, and other events.

Our Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8‑K, and other Securities and Exchange Commission filings discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition.  We undertake no obligation to revise or update publicly any forward-looking statement for any reason.

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