-----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, N9xqEaKJKOEo/zSrcwa0j6YSVBRO+otbalj17qUkZrHVzv+9+kcfJfja6hlq3VVk PpsXspRJtCUri7NVhzwRxA== 0000950149-96-000630.txt : 19960517 0000950149-96-000630.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950149-96-000630 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NELLCOR PURITAN BENNETT INC CENTRAL INDEX KEY: 0000799290 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942789249 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14980 FILM NUMBER: 96566473 BUSINESS ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 4158875858 MAIL ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: NELLCOR DELAWARE INC DATE OF NAME CHANGE: 19860929 10-Q 1 FORM 10-Q FOR PERIOD ENDING MARCH 31, 1996 1 ================================================================================ FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 1996 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 NUMBER 0-14980 NELLCOR PURITAN BENNETT INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 94-2789249 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 4280 HACIENDA DRIVE PLEASANTON, CALIFORNIA 94588 (Address of principal executive offices) (Zip code) TELEPHONE: (510) 463-4000 (Registrant's telephone number, including area code) 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 --- --- Number of shares of Common Stock, $.001 par value, outstanding as of March 31, 1996 was 28,782,510. ================================================================================ Page 1 2 PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements NELLCOR PURITAN BENNETT INCORPORATED
CONSOLIDATED BALANCE SHEET (In thousands, unaudited) ASSETS March 31, 1996 July 2, 1995 --------------- ------------- Current assets: Cash and cash equivalents $ 75,712 $ 78,444 Marketable securities 3,169 65,039 Accounts receivable, net of allowance for doubtful accounts of $2,308 ($2,610 at July 2, 1995) 126,346 117,650 Inventories 110,068 88,987 Deferred income taxes and other current assets 31,727 26,580 ---------- --------- Total current assets 347,022 376,700 ---------- --------- Property and equipment, at cost 262,778 253,037 Accumulated depreciation (137,709) (124,863) ---------- --------- Net property and equipment 125,069 128,174 ---------- --------- Intangibles and other assets, net of accumulated amortization 55,729 71,330 ---------- --------- $ 527,820 $ 576,204 ========== ========= LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Loans payable $ 358 $ 9,527 Accounts payable 36,074 37,316 Accrued liabilities: Payroll and payroll related 27,119 25,286 Warranty 5,847 4,195 Merger and related costs 34,300 --- Other 22,124 20,983 Income taxes payable 9,867 5,727 ---------- --------- Total current liabilities 135,689 103,034 ---------- --------- Deferred compensation and pension 8,583 19,303 Deferred revenue 10,350 10,895 Deferred income taxes 607 --- Long-term obligations 6,572 76,367 ---------- --------- Total liabilities 161,801 209,599 ---------- --------- Stockholders' equity: Common stock, par value 13,404 11,351 Additional paid-in-capital 178,998 148,641 Retained earnings 220,290 241,416 Accumulated translation adjustment (110) (259) Notes receivable from stockholders (5) (5) Net unrealized loss on available-for-sale securities (47) --- Treasury stock, at cost (1,357,000 shares at March 31, 1996; 1,148,000 shares at July 2, 1995) (46,511) (34,539) ---------- --------- Total stockholders' equity 366,019 366,605 ---------- --------- $ 527,820 $ 576,204 ========== =========
See accompanying note Page 2 3 NELLCOR PURITAN BENNETT INCORPORATED CONSOLIDATED STATEMENT OF INCOME (In thousands, except per share amounts, unaudited)
For the Three Months Ended For the Nine Months Ended ------------------------------- ------------------------------- March 31, April 2, March 31, April 2, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Net revenue $ 168,490 $ 154,447 $ 487,354 $ 438,579 Cost of goods sold 81,509 77,044 238,464 220,169 ---------- ---------- ---------- ---------- Gross profit 86,981 77,403 248,890 218,410 Operating expenses: Research and development 13,539 11,591 37,971 34,757 Selling, general and administrative 45,917 44,115 135,239 129,809 Merger and related costs --- --- 92,618 --- ---------- ---------- ---------- ---------- 59,456 55,706 265,828 164,566 ---------- ---------- ---------- ---------- Income (loss) from operations 27,525 21,697 (16,938) 53,844 Costs associated with unsolicited offer --- (4,559) --- (4,559) Interest income 1,151 1,915 4,346 4,723 Interest expense (279) (1,782) (2,911) (3,312) Other income (expense), net (193) 790 (459) 455 ---------- ---------- ---------- ---------- Income (loss) before income taxes 28,204 18,061 (15,962) 51,151 Provision for income taxes 9,026 6,643 5,939 17,424 ---------- ---------- ---------- ---------- Net Income (loss) $ 19,178 $ 11,418 $ (21,901) $ 33,727 ========== ========== ========== ========== Net income (loss) per common and common equivalent share $ 0.65 $ 0.41 $ (0.75) $ 1.21 ========== ========== ========== ========== Weighted average common and common equivalent shares used in the calculation of net income (loss) per share 29,647 27,939 29,248 27,794 ========== ========== ========== ==========
See accompanying note Page 3 4 NELLCOR PURITAN BENNETT INCORPORATED CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands, unaudited)
For the Nine Months Ended ------------------------------- March 31, 1996 April 2, 1995 -------------- ------------- Cash flows from operating activities: Net income (loss) $ (21,901) $ 33,727 Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 21,973 22,876 Merger and related costs 56,148 --- Deferred compensation and pensions (11,954) 2,803 Loss (gain) on disposition of assets 128 (540) Deferred income taxes (163) (452) Increases (decreases) in cash flows, as a result of changes in: Accounts receivable (10,923) (5,367) Inventories (12,178) (5,554) Other current assets (9,499) (2,401) Other assets 637 (2,660) Accounts payable 2,874 (3.418) Accrued liabilities 2,268 3,975 Income taxes payable 1,049 1,886 --------- -------- Cash provided by operating activities 18,459 45,699 --------- -------- Cash flows from investing activities: Capital expenditures (17,172) (21,465) Cash used to purchase securities held-to-maturity --- (12,636) Proceeds from sales and maturities of marketable securities 61,824 23,711 Payments for purchases of companies, net of cash acquired (4,923) (2,000) Other 1,139 568 --------- -------- Cash provided by (used for) investing activities 40,868 (11,822) --------- -------- Cash flows from financing activities: Proceeds from the issuance of common stock under the Company's stock plans and related tax benefits, net of notes receivable from stockholders 23,839 16,421 Repayment of long-term obligations (70,259) 3,849 Additions to loans payable 40,000 --- Repayment of loans payable (40,000) --- Dividends paid to stockholders --- (1,121) Purchase of treasury shares (11,971) (20,917) --------- -------- Cash used for financing activities (58,391) (1,768) --------- -------- Effect of exchange rate changes on cash balances (40) 503 --------- -------- Increase in cash and cash equivalents 896 32,612 Cash and cash equivalents at the beginning of the period 74,816 68,876 --------- -------- Cash and cash equivalents at the end of the period $ 75,712 $101,488 ========= ========
Page 4 5 NELLCOR PURITAN BENNETT INCORPORATED NOTE TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) General. The consolidated financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations of Nellcor Puritan Bennett Incorporated (the Company) as of the end of and for the periods indicated. The results of operations for the three and nine months ended March 31, 1996 are not necessarily indicative of operating results for the full fiscal year. On August 25, 1995, the Company consummated its merger with Puritan-Bennett Corporation (see Merger with Puritan-Bennett below). The merger was intended to qualify as a tax-free reorganization and was accounted for as a pooling of interests. Accordingly, the consolidated financial statements present, for all periods, the combined financial results of Nellcor Incorporated (Nellcor) and Puritan-Bennett Corporation (Puritan-Bennett). Comparative historical financial information presented represents the combination of the historical financial data from Nellcor's fiscal year 1995 ended July 2, 1995, and Puritan-Bennett's fiscal year 1995 ended January 31, 1995. Thus, the Company's consolidated balance sheet as of July 2, 1995 combines Nellcor's balance sheet as of the end of its fiscal 1995, July 2, 1995, with Puritan-Bennett's balance sheet as of the end of its fiscal 1995, January 31, 1995. The Company's consolidated balance sheet as of July 2, 1995 also reflects an adjustment to reduce Puritan-Bennett's valuation allowance provided for its deferred tax assets based on the combined income from operations of Nellcor and Puritan-Bennett as required by Statement of Financial Accounting Standard No. 109. The effect of this adjustment was to increase deferred tax assets and retained earnings, as presented herein, by $8.7 million. The Company's consolidated statement of income for the three months ended April 2, 1995 combines the financial results of Nellcor's third quarter of fiscal 1995, the three months ended April 2, 1995, with Puritan-Bennett's third quarter of fiscal 1995, the three months ended October 31, 1994. The Company's consolidated statements of income and cash flows for the nine months ended April 2, 1995 combine the financial results of Nellcor's first nine months of fiscal 1995, the period ended April 2, 1995, with Puritan-Bennett's financial results for the first nine months of fiscal 1995, the period ended October 31, 1994. The Company's consolidated statement of income for the three and nine months ended April 2, 1995, also reflects an adjustment to reduce Puritan-Bennett's valuation allowance provided for its deferred tax assets based on the combined income from operations of Nellcor and Puritan-Bennett as required by Statement of Financial Accounting Standard No. 109. The effect of this adjustment was to reduce the provision for income taxes, as presented herein, by $1.0 million. The accompanying interim consolidated financial statements should be read in conjunction with the financial statements and related notes included in Nellcor Puritan Bennett's financial statements filed under Form 8-K on April 3, 1996. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to the Securities and Exchange Commission rules and regulations. The Company believes the information included in the report on Form 10-Q, when read in conjunction with the consolidated financial statements and related notes thereto included in Nellcor Puritan-Bennett's financial statements filed under Form 8-K on April 3, 1996, is not misleading. Page 5 6 Inventories. Inventories are stated at the lower of cost or market (net realizable value). Prior to the merger with Nellcor, Puritan-Bennett recorded the cost of the majority of its inventory using the Last In, First Out (LIFO) method of accounting. During the first quarter of fiscal 1996, the Company changed the accounting for these inventories such that all of the Company's inventory is now recorded at cost using the First In, First Out method. The effect of this change in accounting principle was not material to the Company's financial position or results of operations for any period presented. Interim fiscal 1996 and year-end fiscal 1995 inventory balances for the Company were as follows (in thousands):
March 31, 1996 July 2, 1995 -------------- ------------ Raw materials $ 58,270 $47,518 Work-in process 10,565 10,589 Finished goods 41,233 30,880 -------------- ------------ $110,068 $88,987
Statement of Cash Flows. The Company paid income taxes of approximately $12.1 million in the first nine months of fiscal 1996 ended March 31, 1996, and $11.1 million in the first nine months of fiscal 1995 ended April 2, 1995. Property and equipment. Depreciation expense was approximately $17.1 million in the first nine months of fiscal 1996 and $16.4 million in the first nine months of fiscal 1995. Marketable securities. As of March 31, 1996, the Company was carrying available-for-sale marketable securities with a market value of $3.2 million. Available-for-sale marketable securities are securities which the Company does not intend to hold to maturity. The Company's marketable securities, generally, are in high quality government, municipal, and corporate obligations with original maturities of up to two years. During the first quarter of fiscal 1996, the Company transferred all marketable securities which had been classified as held-to-maturity as of July 2, 1995, to available-for-sale. The marketable securities which were transferred to available-for-sale were government and corporate issued debt securities with an amortized cost of $41.4 million, of which $31.2 million were subsequently sold during the quarter, generating a gain of $80,000. The decision to classify all of the Company's marketable securities as available-for-sale was due to the Company's merger with Puritan-Bennett during the first quarter of fiscal 1996 ended October 1, 1995, and the significant cash outlays which will continue to be made as part of effecting the combination of these two companies. The market value, amortized cost, and gross unrealized gains and losses of the Company's marketable securities at March 31, 1996, are summarized below (in thousands). The market value of marketable securities is based upon quoted market prices.
Gross Gross Amortized Unrealized Unrealized Market Marketable Securities Cost Gains Losses Value --------------------- --------- ---------- ---------- ------ AVAILABLE-FOR-SALE: Mortgage backed securities $3,216 $ --- $ (47) $ 3,169 ====== ======== ======= ========
Page 6 7 The difference between the amortized cost and market value of the Company's marketable securities at March 31, 1996, a net unrealized loss of $47,000, is carried as a separate component of stockholders' equity under the caption "Net unrealized loss on available-for-sale securities." Merger with Puritan-Bennett. On August 24, 1995, the merger of Nellcor and Puritan-Bennett was approved by stockholders of both companies. On August 25, the merger was consummated, and Nellcor was renamed Nellcor Puritan Bennett Incorporated. Under the terms of the merger agreement, Puritan-Bennett shareholders received .88 of a share of Nellcor's common stock for each Puritan-Bennett share, resulting in the Company issuing approximately 11.5 million shares, valued at approximately $600 million based upon the closing price of Nellcor's common stock on August 25, 1995. Additionally, outstanding options to acquire Puritan-Bennett common stock were converted to options to acquire approximately 500,000 shares of the Company's common stock. Puritan-Bennett developed, manufactured, and marketed ventilators, oxygen delivery systems, home sleep diagnostic and therapeutic equipment, and certain complementary products such as medical gases, gas-related equipment, and spirometers. Puritan-Bennett reported revenue of $336.0 million and net income of $8.4 million for its fiscal 1995 ended January 31, 1995. The merger was intended to qualify as a tax-free reorganization and was accounted for as a pooling of interests. Accordingly, the consolidated financial statements present, for all periods, the combined financial results of Nellcor and Puritan-Bennett. The Company's consolidated statement of income for the three and nine months ended April 2, 1995, combines the financial results of Nellcor's third quarter and first nine months of fiscal 1995, the three and nine months ended April 2, 1995, with Puritan-Bennett's financial results for its third quarter and first nine months of fiscal 1995, the three and nine months ended October 31, 1994. The Company's consolidated statement of income for the three and nine months ended April 2, 1995, also reflects an adjustment to reduce Puritan-Bennett's valuation allowance provided for its deferred tax assets based on the combined income from operations of Nellcor and Puritan-Bennett as required by Statement of Financial Accounting Standard No. 109. The effect of this adjustment was to reduce the provision for income taxes, as presented herein, by $1.0 million. Adjustments made to conform the accounting policies of Nellcor and Puritan-Bennett were immaterial. Separate results for each of Nellcor's and Puritan-Bennett's third quarter and first nine months of fiscal 1995, and combined results for the three and nine months ended April 2, 1995, including the aforementioned adjustment, were as follows (in thousands):
Three months ended: Nellcor Puritan-Bennett Combined - ------------------- April 2, 1995 October 31, 1994 Adjustment April 2, 1995 ------------- ---------------- ---------- ------------- Revenue $ 71,035 $ 83,412 $ --- $ 154,447 - ----------------------------------------------------------------------------------------------------------------------------- Net Income (Loss) $ 11,058 $ (640) $ 1,000 $ 11,418 - -----------------------------------------------------------------------------------------------------------------------------
Nine months ended: Nellcor Puritan-Bennett Combined - ------------------ April 2, 1995 October 31, 1994 Adjustment April 2, 1995 ------------- ---------------- ---------- ------------- Revenue $ 190,766 $247,813 $ --- $ 438,579 - ----------------------------------------------------------------------------------------------------------------------------- Net Income (Loss) $ 25,400 $ 7,327 $ 1,000 $ 33,727 - -----------------------------------------------------------------------------------------------------------------------------
Page 7 8 In connection with the merger, the Company recorded one-time merger and related costs during the first quarter of $92.6 million. Included in this charge were provisions for merger transaction costs ($13.7 million), certain intangible asset write-downs ($19.6 million), costs to combine and integrate operations ($53.8 million), and other merger related costs ($5.5 million). The merger transaction costs include expenses for investment banker and professional fees, and other costs associated with completing the transaction. The write-down of certain intangible assets, primarily goodwill associated with prior acquisitions made by both companies, results from the effect that certain integration decisions have had upon the future realization of these assets. The costs to combine and integrate operations included provisions for the following types of costs (in millions):
Employee severance $ 21.3 Product line terminations 9.4 Facilities closing 8.6 Other employee/benefits termination costs 5.4 Conformance of accounting policies which did not materially affect any prior year 4.3 Other 4.8 ------- Total $ 53.8 =======
Employee severance costs include costs associated with the elimination of approximately 300 positions from the Company's total workforce. The positions to be eliminated are primarily associated with corporate administrative groups, field sales and customer service organizations, and the consolidation of manufacturing sites. As of March 31, 1996, approximately 150 positions contemplated by this workforce consolidation, primarily in the Company's field sales and corporate administrative groups, had been eliminated. Of the $92.6 million in merger and related costs which were accrued, approximately $58.3 million had been utilized as of March 31, 1996, primarily associated with the write-down (non-cash charge) of certain intangible assets to their net realizable value ($19.6 million), the payment of merger transaction costs ($13.7 million), and initial costs incurred to combine and integrate operations ($25.0 million, of which $5.5 million was associated with employee severance). The merger and related costs accrued at March 31, 1996 of $34.3 million, should be substantially utilized by the end of fiscal year 1997, with approximately $30 million of the remaining accrual expected to result in a cash outlay. Acquisition of Melville Software Ltd. On August 23, 1995, Nellcor Puritan Bennett's EdenTec subsidiary acquired for $4.9 million in cash, Melville Software Ltd. (Melville), a privately held Canadian company that manufactures and markets sleep diagnostic products used primarily in sleep labs. In the event that certain profitability levels are achieved over the next three fiscal years, additional compensation totalling $1.0 million would be payable to the former principal stockholders of Melville who continue to manage the company. Such amounts will be expensed when, and if, earned. The acquisition of Melville has been accounted for as a purchase and, accordingly, Melville's results are included in the Company's financial statements subsequent to the acquisition date. The pro forma effect of Melville upon the Company's results of operations for the quarter and year-to-date periods is immaterial. Page 8 9 Pending merger with Infrasonics, Inc. On March 11, 1996, Nellcor Puritan Bennett and Infrasonics, Inc. (Infrasonics) announced that they had entered into a definitive agreement for Nellcor Puritan Bennett to acquire Infrasonics in a stock for stock merger valued at approximately $66 million. Under the terms of the agreement, Infrasonics stockholders will receive .095 shares of Nellcor Puritan Bennett common stock for each outstanding share of Infrasonics common stock. This exchange ratio is subject to adjustment based on the trading value of Nellcor Puritan Bennett common stock in order that the value of the consideration to be received by Infrasonics stockholders will not be less than $6.25 a share. Consummation of the acquisition is subject to the approval of Nellcor Puritan Bennett's and Infrasonics' stockholders. The merger is intended to qualify as a tax-free reorganization and to be accounted for as a pooling of interests for financial reporting purposes. Infrasonics, headquartered in San Diego, CA is a respiratory equipment manufacturer of neonatal, pediatric and adult ventilators and accessories. For the fiscal year ended June 30, 1995, Infrasonics reported revenue of $23 million. Page 9 10 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS - THE THREE AND NINE MONTHS ENDED MARCH 31, 1996, COMPARED WITH THE THREE AND NINE MONTHS ENDED APRIL 2, 1995. The Company reported net income for the third quarter of fiscal 1996 of $19.2 million, or $0.65 per share, a 68 percent increase over net income of $11.4 million, $0.41 per share, for the same period a year ago. The third quarter fiscal 1995 results included a pretax charge of approximately $4.6 million associated with an unsolicited offer to acquire Puritan-Bennett. Excluding the after-tax effect of this charge of $3.4 million, $0.12 per share, net income for the third quarter of fiscal 1996 increased 30 percent over net income of $14.8 million, $0.53 per share, for the third quarter of fiscal 1995. Net income for the first nine months of fiscal 1996, excluding the effect of one-time merger and related charges of $92.6 million, ($2.53) per share, associated with the first quarter merger of Nellcor and Puritan-Bennett, was $52.1 million, $1.78 per share, a 42 percent increase over net income of $36.8 million, $1.32 per share, for the same period a year ago, exclusive of the aforementioned unsolicited offer charge. The Company's net revenue for the third quarter of fiscal 1996 increased 9 percent to $168.5 million from net revenue of $154.4 million for the third quarter of fiscal 1995 and increased 11 percent to $487.4 million for the first nine months of fiscal 1996 from $438.6 million in the same period last year. The increase in net revenue principally resulted from higher sales across the Company's hospital and home care businesses. Sales of the Company's products into international markets were also particularly strong. Hospital business sales, which include the oximetry, ventilator and clinical information systems product lines, increased 11 percent to $106.0 million for the third quarter of fiscal 1996 from $95.7 million for the same period last year. The increase in hospital business revenue was due primarily to higher sales of the Company's ventilator systems and oximetry product lines, particularly in international markets. For the third quarter of fiscal 1996, home care business sales, which include the oxygen therapy, gas products and spirometry group; the sleep and respiratory support systems group; and the Aero systems group, increased 6 percent to $62.5 million from $58.7 million for the same period last year due primarily to revenue from the Company's recently acquired Pierre Medical subsidiary. Revenue growth rates during the third quarter of fiscal 1996 across a number of the home care business product lines were negatively impacted by the termination of the Company's home care distributor network at the end of the second quarter, and the transition to a newly integrated direct sales force. Because of these significant changes in the Company's home care distribution channels, this period of transition may continue to slow home care revenue growth rates in the near term. International revenue increased 17 percent to $50.0 million from $42.8 million for the third quarter of fiscal 1995. International revenue growth was strongest in the Company's European and Canadian markets. Favorable foreign currency exchange rates accounted for 2 percentage points of the international revenue growth during the third quarter. Gross profit as a percentage of net revenue for the third quarter of fiscal 1996 was 52 percent compared to 50 percent for the same period last year due primarily to the favorable effect which foreign currency exchange rates had upon revenue, a slight shift in product mix to higher margin oximetry products, and increased factory efficiency. Page 10 11 Operating expenses for the third quarter of fiscal 1996 decreased to 35 percent of net revenue from 36 percent for the third quarter last year, primarily due to the favorable effects of initial merger synergies and Puritan-Bennett's fourth quarter fiscal 1995 workforce reduction program. Research and development expenses at 8 percent of net revenue were comparable to the third quarter of fiscal 1995. Research and development expenses increased in absolute dollars due primarily to higher ventilator product development costs and increased perinatal product clinical study expenses. For the third quarter of fiscal 1996, selling, general, and administrative expenses, though increasing in absolute dollars, decreased to 27 percent of net revenue from 29 percent for the same period in fiscal 1995. Selling, general, and administrative expenses increased in absolute dollars in the third quarter of fiscal 1996 due primarily to operating expenses associated with the Company's newly acquired Pierre Medical and Melville subsidiaries, and the unfavorable effect foreign currency exchange rates had upon international operating expenses. As of March 31, 1996, approximately 150 positions had been eliminated, primarily in the Company's field sales and corporate administrative groups, as part of the workforce consolidation following the merger of Nellcor and Puritan-Bennett. Operating expenses for the first nine months of fiscal 1996 reflect the effect of one-time merger and related costs of $92.6 million associated with the merger of Nellcor and Puritan-Bennett. Included in this charge were provisions for merger transaction costs ($13.7 million), costs to combine and integrate operations ($53.8 million), certain intangible asset write-downs ($19.6 million), and other merger related costs ($5.5 million). The merger transaction costs include expenses for investment banker and professional fees, and other costs associated with completing the transaction. The costs to combine and integrate operations include provisions for severance and severance-related costs, facilities consolidations and other integration costs. The write-down of certain intangible assets, primarily goodwill associated with prior acquisitions made by both companies, results from the effect that certain integration decisions have had upon the future realization of these assets. Liquidity and Capital Resources At March 31, 1996, the Company had cash, cash equivalents and marketable securities of approximately $78.9 million compared to $143.5 million at the end of fiscal 1995. Operating activities provided positive cash flows of approximately $50.8 million during the first nine months of fiscal 1996, exclusive of merger related cash outlays. Of the $92.6 million in merger and related charges which were recorded during the first quarter of fiscal 1996, approximately $32.4 million resulted in a cash outlay and $25.9 was utilized for non-cash charges during the first nine months. Approximately $30 million of the remaining merger and related costs accrued at March 31, 1996 are expected to result in a cash outlay. Sales and maturities of marketable securities were significant investing activities during the first nine months of fiscal 1996. Additionally, in August, 1995, Nellcor Puritan Bennett's EdenTec subsidiary acquired for $4.9 million in cash, Melville Software Ltd. (Melville), a privately held Canadian company that manufactures and markets sleep diagnostic products used primarily in sleep labs. In the event that certain profitability levels are achieved over the next three fiscal years, additional compensation totalling $1.0 million would be payable to the former principal stockholders of Melville who continue to manage the company. Such amounts will be expensed when, and if, earned. Shares of Nellcor Puritan Bennett common stock issued under the Company's stock option plans were significant sources of cash from financing activities for the first nine months of fiscal 1996. Additionally, the Company retired approximately $70.3 million of the debt that it assumed as part of its merger with Puritan-Bennett. Page 11 12 The Company's inventories have increased to $110.1 million at March 31, 1996, from $89.0 million at July 2, 1995. Much of the increase in inventory occurred from the period from February 1, 1995 to March 31, 1996, and is comprised primarily of an increase in Puritan-Bennett inventory. The increase in Puritan-Bennett inventory was due primarily to production levels across several product lines which exceeded customer demands, and, in part, resulted from inventory build-ups associated with new product introductions within the sleep and respiratory support systems group. On March 11, 1996, Nellcor Puritan Bennett and Infrasonics, Inc. (Infrasonics) announced that they had entered into a definitive agreement for Nellcor Puritan Bennett to acquire Infrasonics in a stock for stock merger valued at approximately $66 million. Under the terms of the agreement, Infrasonics stockholders will receive .095 shares of Nellcor Puritan Bennett common stock for each outstanding share of Infrasonics common stock. This exchange ratio is subject to adjustment based on the trading value of Nellcor Puritan Bennett common stock in order that the value of the consideration to be received by Infrasonics stockholders will not be less than $6.25 a share. Consummation of the acquisition is subject to the approval of Nellcor Puritan Bennett's and Infrasonics' stockholders. The merger is intended to qualify as a tax-free reorganization and to be accounted for as a pooling of interests for financial reporting purposes. Infrasonics, headquartered in San Diego, CA is a respiratory equipment manufacturer of neonatal, pediatric and adult ventilators and accessories. For the fiscal year ended June 30, 1995, Infrasonics reported revenue of $23 million. The Company anticipates that current capital resources combined with cash generated from operating activities will be sufficient to meet its liquidity and capital expenditure requirements at least through the end of fiscal 1997. As the Company continues to combine and integrate operations as part of its acquisition of Puritan-Bennett, it is expected that costs associated with the merger, as well as other merger related cash outlays, will continue to contribute to a net reduction in the Company's cash and cash equivalents and marketable securities during fiscal 1997. The Company may use debt to fund certain capital and other strategic opportunities when deemed necessary and financially advantageous. BUSINESS CONSIDERATIONS The Company is an FDA regulated business operating in the rapidly changing healthcare industry. From time to time the Company may report, through its press releases and/or Securities and Exchange Commission filings, certain matters that would be characterized as forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Certain of these risks and uncertainties are beyond management's control. Such risks and uncertainties may include, among other things, the following items. Integration of Acquired Businesses. Since the acquisition of Puritan-Bennett, the Company has dedicated and will continue to dedicate, substantial management resources in order to achieve the anticipated operating efficiencies from integrating the two companies. While the Company has achieved certain operating costs savings to date, difficulties encountered in integrating the two companies' operations could adversely impact the business, results of operations or financial condition of the Company. Also, the Company intends to pursue acquisition opportunities from time to time. The integration of any businesses that the Company might acquire could require substantial Page 12 13 management resources. There can be no assurance that any such integration will be accomplished without having a short or potentially long-term adverse impact on the business, results of operations or financial condition of the Company or that the benefits expected from any such integration will be fully realized. Managed Care And Other Healthcare Provider Organizations. Managed care and other healthcare provider organizations have grown substantially in terms of the percentage of the population in the United States that receives medical benefits through such organizations and in terms of the influence and control that they are able to exert over an increasingly large portion of the health care industry. These organizations are continuing to consolidate and grow, which may increase the ability of these organizations to influence the practices and pricing involved in the purchase of medical devices, including the products sold by the Company. Health Care Reform/Pricing Pressure. The health care industry in the United States is experiencing a period of extensive change. Health care reform proposals have been formulated by the current administration and by members of Congress. In addition, state legislatures periodically consider various health care reform proposals. Federal, state and local government representatives will, in all likelihood, continue to review and assess alternative health care delivery systems and payment methodologies, and ongoing public debate of these issues can be expected. Cost containment initiatives, market pressures and proposed changes in applicable laws and regulations may have a dramatic effect on pricing or potential demand for medical devices, the relative costs associated with doing business and the amount of reimbursement by both government and third-party payors. In particular, the industry is experiencing market-driven reforms from forces within the industry that are exerting pressure on health care companies to reduce health care costs. These market-driven reforms are resulting in industry-wide consolidation that is expected to increase the downward pressure on health care product margins, as larger buyer and supplier groups exert pricing pressure on providers of medical devices and other health care products. Both short-term and long-term cost containment pressures, as well as the possibility of regulatory reform, may have an adverse impact on the Company's results of operations. Government Regulation; Consent Decree. There has been a trend in recent years, both in the United States and outside the United States, toward more stringent regulation of, and enforcement of requirements applicable to, medical device manufacturers. The continuing trend of more stringent regulatory oversight in product clearance and enforcement activities has caused medical device manufacturers to experience longer approval cycles, more uncertainty, greater risk and higher expenses. At the present time, there are no meaningful indications that this trend will be discontinued in the near-term or the long-term either in the United States or abroad. Puritan-Bennett, which is now a wholly-owned subsidiary of the Company, has been subject to significant United States Food and Drug Administration ("FDA") enforcement activity with respect to its operations in recent years. In January 1994, Puritan-Bennett entered into a consent decree with the FDA pursuant to which Puritan-Bennett agreed to maintain systems and procedures complying with the FDA's good manufacturing practices regulation and medical device reporting regulation in all of its device manufacturing facilities. Puritan-Bennett has experienced and will continue to experience incremental operating costs due to ongoing compliance requirements and quality assurance programs initiated in part as a result of the FDA consent decree. Puritan-Bennett expects to continue to incur additional operating expenses Page 13 14 associated with its ongoing regulatory compliance program, but the amount of these incremental costs cannot be completely predicted and will depend upon a variety of factors, including future changes in statutes and regulations governing medical device manufacturers and the manner in which the FDA continues to enforce and interpret the requirements of the consent decree. There can be no assurance that such compliance requirements and quality assurance programs will not have an adverse impact on the business, results of operations or financial condition of the Company or that the Company will not experience problems associated with FDA regulatory compliance, including increased general costs of ongoing regulatory compliance and specific costs associated with the Puritan-Bennett consent decree. Intellectual Property Rights. From time to time, the Company has received, and in the future may receive, notices of claims with respect to possible infringement of the intellectual property rights of others or notices of challenges to its intellectual property rights. In some instances such notices have given rise to, or may give rise to, litigation. Any litigation involving the intellectual property rights of the Company may be resolved by means of a negotiated settlement or by contesting the claim through the judicial process. There can be no assurance that the business, results of operations or the financial condition of the Company will not suffer an adverse impact as a result of intellectual property claims that may be commenced against the Company in the future. Competition. The medical device industry is characterized by rapidly evolving technology and increased competition. There are a number of companies that currently offer, or are in the process of developing, products that compete with products offered by the Company. Some of these competitors may have substantially greater capital resources, research and development staffs and experience in the medical device industry, including with respect to regulatory compliance in the development, manufacturing and sale of medical products similar to those offered by the Company. These competitors may succeed in developing technologies and products that are more effective than those currently used or produced by the Company or that would render some products offered by the Company obsolete or non-competitive. Competition based on price is expected to become an increasingly important factor in customer purchasing patterns as a result of cost containment pressures on, and consolidation in, the health care industry. Such competition has exerted, and is likely to continue to exert, downward pressure on the prices the Company is able to charge for its products. The Company may not be be able to offset such downward price pressure through corresponding cost reductions. Any failure to offset such pressure could have an adverse impact on the business, results of operations or financial condition of the Company. New Product Introductions. As the existing products of the Company become more mature and its existing markets more saturated, the importance of developing or acquiring new products will increase. The development of any such products will entail considerable time and expense, including research and development costs and the time and expense required to obtain necessary regulatory approvals, which could adversely affect the business, results of operations or financial condition of the Company. There can be no assurance that such development activities will yield products that can be commercialized profitably, or that any product acquisitions can be consummated on commercially reasonable terms or at all. Any failure to acquire or develop new products to supplement more mature products could have an adverse impact on the business, results of operations or financial condition of the Company. Page 14 15 Product Liability Exposure. Because its products are intended to be used in health care settings on patients who are physiologically unstable and may also be seriously or critically ill, the Company is exposed to potential product liability claims. From time to time, patients using the Company's products have suffered serious injury or death, which has led to product liability claims against the Company. The Company does not believe that any of these claims, individually or in the aggregate, will have a material adverse impact on its business, results of operations or financial condition. However, the Company may, in the future, be subject to product liability claims that could have such an adverse impact. The Company maintains product liability insurance coverage in amounts that it deems sufficient for its business. However, there can be no assurance that such coverage will ultimately prove to be adequate, or that such coverage will continue to remain available on acceptable terms or at all. Impact of Currency Fluctuations; Importance of Foreign Sales. Because sales of products by the Company outside the United States typically are denominated in local currencies and such sales are growing at a rate that is generally faster than domestic sales, the results of operations of the Company are expected to continue to be affected by changes in exchange rates between certain foreign currencies and the United States Dollar. Although, the Company currently engages in some hedging activities, there can be no assurance that the Company will not experience currency fluctuation effects in future periods, which could have an adverse impact on its business, results of operation or financial condition. The operations and financial results of the Company also may be significantly affected by other international factors, including changes in governmental regulations or import and export restrictions, and foreign economic and political conditions generally. Possible Volatility of Stock Price. The market price of the Company's stock is, and is expected to continue to be, subject to significant fluctuations in response to variations in quarterly operating results, trends in the health care industry in general and the medical device industry in particular, and certain other factors beyond the control of the Company. In addition, broad market fluctuations, as well as general economic or political conditions and initiatives such as health care reform, may adversely impact the market price of the Company's stock, regardless of the Company's operating performance. Page 15 16 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. On May 3, 1996, Nellcor Puritan Bennett and several of its officers and members of its Board of Directors received notice that they had been named as defendants in a purported class action lawsuit seeking unspecified damages based upon alleged violations of California state securities and other laws. The complaint alleges misrepresentations during the period from September 29, 1995 through April 16, 1996 with respect to Nellcor Puritan Bennett's business, particularly about the acquisition of Puritan-Bennett and the integration of Nellcor and Puritan-Bennett. The Company believes that the action, filed in the Superior Court of the State of California, County of Alameda, is without merit and intends to vigorously defend against the action. In July 1995, the U.S. Federal District Court in Delaware issued a decision in favor of the Company, ruling that four key oximeter and sensor technology patents are valid and would be infringed by Ohmeda, if Ohmeda sold either its adult or neonatal OxyTip sensors for use with non-Ohmeda monitors. BOC has filed an appeal of the decision of the court. The Company filed a motion in July 1995 requesting an amendment to the Court's judgment to issue an injunction against BOC to enjoin BOC from infringing the patents. The Court denied the motion in October, 1995. Except as noted above, neither the Company nor any of its subsidiaries is involved in any material pending litigation other than ordinary routine proceedings incident to their business. ITEM 6. Exhibits and Reports on Form 8-K. a) Exhibits. 11.1 Statement of computation of net income per share. 27.1 Financial Data Schedule (filed electronically only) b) Reports on Form 8-K. Form 8-K dated March 8, 1996, filed March 21, 1996, announcing under Item 5 ("Other Events") that Nellcor Puritan Bennett had entered into an Agreement and Plan of Merger with Infrasonics pursuant to which Nellcor Puritan Bennett would acquire Infrasonics through a merger of Infrasonics into Nellcor Puritan Bennett. Form 8-K filed on April 3, 1996, reporting under Item 5 ("Other Events") the audited consolidated balance sheet of Nellcor Puritan Bennett at July 2, 1995 and July 3, 1994, and related consolidated statements of operations, of stockholders' equity, and of cash flows for each of the three years in the period ended July 2, 1995. Page 16 17 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned thereunto duly authorized. NELLCOR PURITAN BENNETT INCORPORATED DATED May 15, 1996 By /s/ Michael P. Downey -------------------- -------------------------------------------- Michael P. Downey Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Page 17 18 EXHIBIT 11.1 NELLCOR PURITAN BENNETT INCORPORATED STATEMENT OF COMPUTATION OF NET INCOME PER SHARE In thousands, except per share amounts, unaudited)
For the Three Months Ended For the Nine Months Ended ------------------------------- ------------------------------ March 31, April 2, March 31, April 2, 1996 1995 1996 1995 --------- -------- --------- -------- Computation of common and common equivalent shares outstanding: Common stock 28,614 27,587 28,238 27,253 Common stock equivalents 1,033 352 1,010 541 ------- ------- --------- ------- Common and common equivalent shares used in the calculation of net income (loss) per share 29,647 27,939 29,248 27,794 ======= ======= ========= ======= Net income (loss) $19,178 $11,418 $ (21,901) $33,727 ======= ======= ========= ======= Net income (loss) per common and common equivalent share $ 0.65 $ 0.41 $ (0.75) $ 1.21 ======= ======= ========= =======
Page 18 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS JUL-07-1996 JUL-03-1995 MAR-31-1996 75,712 3,169 126,346 2,308 110,068 347,022 262,778 137,709 527,820 135,689 0 0 0 13,404 352,615 527,820 487,354 487,354 238,464 238,464 265,828 0 2,911 (15,962) 5,939 (21,901) 0 0 0 (21,901) (.75) (.75)
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