UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2002.
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 0-12515.
BIOMET, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1418342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
56 East Bell Drive, Warsaw, Indiana 46582
(Address of principal executive offices)
(219) 267-6639
(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
As of February 28, 2002, the registrant had 267,986,633 common shares
outstanding.
BIOMET, INC.
CONTENTS
Pages
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets 1-2
Consolidated Statements of Income 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
Item 3. Quantitative and Qualitative Disclosure about
Market Risks 10
Part II. Other Information 11
Signatures 12
Index to Exhibits 13
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
at February 28, 2002 and May 31, 2001
(in thousands)
ASSETS
February 28, May 31,
2002 2001
------------ -------
(Unaudited)
Current assets:
Cash and cash equivalents $ 235,698 $ 235,091
Investments 42,675 52,627
Accounts and notes receivable, net 335,990 324,848
Inventories 318,975 277,601
Deferred income taxes 44,985 48,982
Prepaid expenses and other 23,069 29,230
--------- ---------
Total current assets 1,001,392 968,379
--------- ---------
Property, plant and equipment, at cost 373,472 325,890
Less, Accumulated depreciation 161,670 140,139
--------- ---------
Property, plant and equipment, net 211,802 185,751
--------- ---------
Investments 210,431 175,430
Intangible assets, net 7,775 8,848
Excess acquisition costs over fair value
of acquired net assets, net 126,704 134,835
Other assets 18,078 16,068
--------- ---------
Total assets $1,576,182 $1,489,311
========= =========
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
at February 28, 2002 and May 31, 2001
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
February 28, May 31,
2002 2001
------------ -------
(Unaudited)
Current liabilities:
Short-term borrowings $ 76,815 $ 62,734
Accounts payable 32,708 21,008
Accrued income taxes 21,725 31,085
Accrued wages and commissions 31,047 33,030
Accrued litigation 5,864 26,100
Other accrued expenses 66,458 67,865
--------- ---------
Total current liabilities 234,617 241,822
Long-term liabilities:
Deferred federal income taxes 5,836 5,783
Other liabilities 403 423
--------- ---------
Total liabilities 240,856 248,028
--------- ---------
Minority interest 100,627 95,097
--------- ---------
Contingencies (Note 7)
Shareholders' equity:
Common shares 121,562 108,918
Additional paid-in capital 48,235 48,732
Retained earnings 1,124,969 1,044,564
Accumulated other comprehensive loss (60,067) (56,028)
--------- ---------
Total shareholders' equity 1,234,699 1,146,186
--------- ---------
Total liabilities and shareholders' equity $1,576,182 $1,489,311
========= =========
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the nine and three months ended February 28, 2002 and 2001
(Unaudited, in thousands, except per share amounts)
Nine Months Ended Three Months Ended
February 28, February 28,
----------------- ------------------
2002 2001 2002 2001
---- ---- ---- ----
Net sales $866,018 $742,657 $304,609 $267,163
Cost of sales 241,664 214,236 85,238 75,042
------- ------- ------- -------
Gross profit 624,354 528,421 219,371 192,121
Selling, general and
administrative expenses 320,846 293,189 112,851 123,075
Research and development expense 35,845 31,533 12,190 11,374
------- ------- ------- -------
Operating income 267,663 203,699 94,330 57,672
Other income, net 11,807 14,107 2,872 3,926
------- ------- ------- -------
Income before income taxes
and minority interest 279,470 217,806 97,202 61,598
Provision for income taxes 94,800 74,624 32,924 21,112
------- ------- ------- -------
Income before minority interest 184,670 143,182 64,278 40,486
Minority interest 5,531 4,752 2,604 2,281
------- ------- ------- -------
Net income $179,139 $138,430 $ 61,674 $ 38,205
======= ======= ======= =======
Earnings per share:
Basic $ .66 $ .52 $ .23 $ .14
==== ==== ==== ====
Diluted $ .66 $ .51 $ .23 $ .14
==== ==== ==== ====
Shares used in the computation of earnings per share:
Basic 269,554 267,633 269,388 268,245
======= ======= ======= =======
Diluted 272,543 270,561 272,265 271,530
======= ======= ======= =======
Cash dividends per common share $ .09 $ .07 $ -- $ --
==== ==== ==== ====
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended February 28, 2002 and 2001
(Unaudited, in thousands)
2002 2001
---- ----
Cash flows from (used in) operating activities:
Net income $179,139 $138,430
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 25,509 22,704
Amortization 9,087 9,094
Gain on sale of investments, net (300) (1,783)
Minority interest 5,531 4,752
Deferred federal income taxes 4,050 (583)
Changes in current assets and liabilities,
excluding effects of acquisitions:
Accounts and notes receivable, net (13,421) (29,348)
Inventories (40,138) (26,704)
Prepaid expenses and other 4,642 (11,323)
Accounts payable 10,441 (5,478)
Accrued income taxes (9,712) (5,943)
Accrued wages and commissions (1,726) 4,179
Other accrued expenses (27,334) 33,224
------- -------
Net cash from operating activities 145,768 131,221
------- -------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 87,728 41,481
Purchases of investments (111,496) (54,177)
Capital expenditures (45,142) (25,255)
Acquisitions, net of cash acquired (6,735) (90,602)
Other (885) (2,766)
------- -------
Net cash used in investing activities (76,530) (131,319)
------- -------
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings, net 18,012 (12,788)
Issuance of common shares 13,896 16,471
Cash dividends (24,268) (18,993)
Purchase of common shares (76,215) --
------- -------
Net cash used in financing activities (68,575) (15,310)
------- -------
Effect of exchange rate changes on cash (56) 4,975
------- -------
Increase (decrease)in cash and cash equivalents 607 (10,433)
Cash and cash equivalents, beginning of year 235,091 213,606
------- -------
Cash and cash equivalents, end of period $235,698 $203,173
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION.
The accompanying consolidated financial statements include the accounts of
Biomet, Inc. and its subsidiaries (individually and collectively referred to as
the "Company"). The unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine-month period
ended February 28, 2002 are not necessarily indicative of the results that may
be expected for the fiscal year ending May 31, 2002. For further information,
refer to the consolidated financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2001.
The accompanying consolidated balance sheet at May 31, 2001, has been derived
from the audited Consolidated Financial Statements at that date, but does not
include all disclosures required by generally accepted accounting principles.
The Company operates in one business segment, musculoskeletal products, which
includes the designing, manufacturing and marketing of reconstructive products,
fixation devices, spinal products and other products. Other products consist
primarily of Arthrotek's arthroscopy products, EBI's softgoods and bracing
products, general instruments and operating room supplies. The Company manages
its business segment primarily on a geographic basis. These geographic markets
are comprised of the United States, Europe and other. Other geographic markets
include Canada, South America, Mexico, Japan and the Pacific Rim.
Net sales of musculoskeletal products by product category are as follows for the
nine and three months ended February 28:
Nine Months Ended Three Months Ended
February 28, February 28,
----------------- ------------------
2002 2001 2002 2001
---- ---- ---- ----
(in thousands)
Reconstructive $520,831 $446,548 $184,765 $158,655
Fixation 160,430 147,304 53,548 52,549
Spinal products 89,609 62,230 32,458 26,429
Other 95,148 86,575 33,838 29,530
------- ------- ------- -------
$866,018 $742,657 $304,609 $267,163
======= ======= ======= =======
NOTE 2: COMPREHENSIVE INCOME.
Other comprehensive income includes foreign currency translation adjustments
and unrealized appreciation of available-for-sale securities, net of taxes.
Other comprehensive income (loss) for the three months ended February 28, 2002
and 2001 was $(5,707,000) and $21,280,000, respectively. Other comprehensive
income (loss) for the nine months ended February 28, 2002 and 2001 was
$(4,039,000) and $7,279,000, respectively. Total comprehensive income combines
reported net income and other comprehensive income. Total comprehensive income
for the three months ended February 28, 2002 and 2001 was $55,967,000 and
$59,485,000, respectively. Total comcomprehensive income for the nine months
ended February 28, 2002 and 2001 was $175,100,000 and $145,709,000,
respectively.
NOTE 3: INVENTORIES.
Inventories at February 28, 2002 and May 31, 2001 are as follows:
February 28, May 31,
2002 2001
---------- -------
(in thousands)
Raw materials $ 33,374 $ 32,024
Work-in-process 45,171 31,082
Finished goods 125,492 108,704
Consigned 114,938 105,791
------- -------
$318,975 $277,601
======= =======
NOTE 4: COMMON SHARES.
During the nine months ended February 28, 2002, the Company issued 1,341,520
Common Shares upon the exercise of outstanding stock options for proceeds
aggregating $13,896,000. During the nine months ended February 28, 2002 the
Company purchased 2,478,601 common shares at an aggregrate cost of $76,215,000,
pursuant to the Common Stock repurchase programs authorized by the Board of
Directors in December 2001. On July 9, 2001, the Company announced a
three-for-two stock split payable August 6, 2001 to shareholders of record
July 30, 2001. All information on the number of common shares and all per
share data for the previous year have been restated for this stock split.
NOTE 5: EARNINGS PER SHARE.
Earnings per common share amounts ("basic EPS") are computed by dividing net
income by the weighted average number of common shares outstanding and excludes
any potential dilution. Earnings per common share amounts assuming dilution
("diluted EPS") are computed by reflecting potential dilution from the
exercise of stock options.
NOTE 6: INCOME TAXES.
The difference between the reported provision for income taxes and a provision
computed by applying the federal statutory rate to pre-tax accounting income is
primarily attributable to state income taxes, tax benefits relating to
operations in Puerto Rico, tax-exempt income and tax credits.
NOTE 7: CONTINGENCIES.
On November 13, 2001, the United States Supreme Court ("Supreme Court") denied
the Company's petition to review the $20 million punitive damage award against
the Company given to Raymond G. Tronzo by the United States District Court for
the Southern District of Florida which affirmed a compensatory damage award of
$520. The Company had previously recorded a one-time special charge during the
third quarter of fiscal 2001 of $26.1 million, which represents the total damage
award plus the maximum amount of interest that, as calculated by the Company,
may be due under the award and related expenses. While the Company was
disappointed in the Supreme Court's decision not to review the case, the Company
has released $20,236,000 from escrow. The amount of interest owed by the
Company, if any, on this award continues to be in dispute; however, if a
decision on the interest award is adverse to the Company, it should not exceed
the amount of the remaining funds in escrow. The Supreme Court's decision does
not affect the ongoing sales of any of Biomet's product lines.
There are various other claims, lawsuits, disputes with third parties,
investigations and pending actions involving various allegations against the
Company incident to the operation of its business, principally product
liability and intellectual property cases. Each of these matters is subject
to various uncertainties, and it is possible that some of these matters may be
resolved unfavorably to the Company. The Company establishes accruals for
losses that are deemed to be probable and subject to reasonable estimate.
Based on the advice of counsel to the Company in these matters, management
believes that the ultimate outcome of these matters and any liabilities in
excess of amounts provided will not have a material adverse impact on the
Company's consolidated financial position or on its future business operations.
NOTE 8: RECENT ACCOUNTING PRONOUNCEMENTS:
In June of 2001, the Financial Accounting Standards Board (FASB) approved the
issuance of Statement 141, "Business Combinations", and Statement 142,
"Goodwill and Other Intangible Assets". FASB Statement 141, among other
things, requires that all business combinations be accounted for using the
purchase method; use of the pooling-of-interest method is prohibited. The
provisions of FASB Statement 141 will apply to all business combinations
initiated after June 30, 2001. FASB Statement 142, among other things,
requires that goodwill not be amortized but should be tested for impairment
at least annually. The Company will adopt this statement in the first
quarter of fiscal 2003. The Company has not assessed the effect that the
adoption of FASB Statement 142 will have on its financial position or
results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF FEBRUARY 28, 2002
The Company's cash and investments increased $25,656,000 to $488,804,000 at
February 28, 2002, despite the $76,215,000 used to purchase shares during the
quarter pursuant to the December 2001 share repurchase programs and the
$24,268,000 cash dividend paid during the first quarter.
Cash flows provided by operating activities were $145,768,000 for the first
nine months of fiscal 2002 compared to $131,221,000 in 2001. The primary
sources of fiscal year 2002 cash flows from operating activities were net
income, depreciation and amortization offset by an increase in inventory and
a decrease in other accrued expenses. Inventories increased from new product
introductions and a buildup of inventory associated with the Company's
establishment of its direct operations in Japan. Other accrued expenses
decreased from the payout in the Tronzo litigation as described in Note 7 of
the Notes to Consolidated Financial Statements.
Cash flows used in investing activities were $76,530,000 for the first nine
months of fiscal 2002 compared to a use of $131,319,000 in 2001. The primary
use of cash flows for investing activities were purchases of investments and
purchases of capital equipment offset by sales and maturities of investments.
Included in capital expenditures are costs for the purchase and expansion of
the Company's 3i facilities.
Cash flows used in financing activities were $68,575,000 for the first nine
months of fiscal 2002 compared to a use of $15,310,000 in 2001. The primary
use of cash flows from financing activities were the purchase of the Company's
Common Shares as part of the Common Share repurchase programs and the cash
dividend paid in the first quarter while the primary source of cash flows
from financing activities was from cash receipts from stock option exercises
and additional borrowings in Europe from the Biomer's line of credit. Biomer
increased its line of credit from EUR 71 million to EUR 100 million during
the current quarter.
Currently available funds, together with anticipated cash flows generated from
future operations, are believed to be adequate to cover the Company's
anticipated cash requirements, including capital expenditures, research and
development costs, common stock repurchases and potential business
acquisitions.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2002
AS COMPARED TO THE NINE MONTHS ENDED FEBRUARY 28, 2001
Net sales increased 17% to $866,018,000 for the nine-month period ended
February 28, 2002, from $742,657,000 for the same period last year.
Excluding the impact of foreign currency and discontinued products, which
reduced the first nine months sales by $4.6 million and $7.8 million,
respectively, net sales increased 18.5% during the first nine months of
fiscal year 2002. The Company's U.S.-based revenue increased 20% to
$625,702,000 during the first nine months, while foreign sales increased
8% to $240,316,000. Excluding the negative foreign exchange adjustment
and discontinued products, foreign sales in local currencies increased 14%.
Worldwide sales of Biomet's reconstructive devices increased 17% during
the first nine months of fiscal 2002 to $520,831,000. Reconstructive
devices were led by total knee sales, which increased 19% in the United
States and 18% worldwide during the first nine months. Biomet's knee
performance continues to be driven by the Repicci IITM Unicondylar Knee
System and the AscentTM Total Knee System. Total hip sales increased
17% in the United States and 14% worldwide during the first nine months
of fiscal 2002. The Company's M2aTM Taper Metal-on-Metal Hip System and
Biomet's broad line of cementless total hip systems continue to drive
this growth. 3i's dental reconstructive implants increased 16% in the
United States and 17% worldwide during the nine-month period. Bone
cements and accessories increased 31% worldwide for the nine-month period.
Fixation sales increased 9% to $160,430,000 for the first nine months of
fiscal 2002. Fixation sales were led by electrical stimulation products
which increased 16% worldwide during the nine-month period. External
fixation sales increased 5% worldwide, internal fixation sales increased
8% worldwide, while craniomaxillofacial sales decreased 5% worldwide for
the nine-month period.
Spinal sales increased 44% to $89,609,000 for the first nine months of
fiscal 2002. Sales of spinal hardware and EBI's non-invasive SpinalPak
Spinal Stimulation System contributed to this increase. Increases in
both fixation and spinal products were positively influenced by the
acquisition of Biolectron in September of last fiscal year.
The Company's sales of other products totaled $95,148,000, representing
a 10% increase over the first nine months of fiscal year 2001, primarily
as a result of increased sales of softgoods and bracing products and
arthroscopy products, offset by the loss of internationally
distributed products.
Cost of sales decreased as a percentage of net sales to 27.9% for the
first nine months of fiscal 2002 from 28.8% last year primarily as a
result of increased sales of higher margin products and increased
in-house manufacturing efficiencies. Selling, general and administrative
expenses as a percentage of net sales changed from 39.5% (36.0% excluding
the Tronzo special charge) for the first nine months of last year to 37.0%
for the current nine-month period. This increase in the percentage
(excluding the special charge) is a result of ongoing investments in the
Company's global sales capabilities, including implementing a direct
selling organization in Japan. In addition, in the third quarter, the
Company experienced approximately $1.5 million of additional expenses
resulting from the reorganization of its Walter Lorenz subsidiary.
Research and development expenditures increased during the first nine
months to $35,845,000 reflecting the Company's continued emphasis on new
product introductions. Operating income increased 31% (16% excluding the
special charge) to $267,663,000 for the first nine months of fiscal 2002.
Other income decreased 16% resulting from lower interest rates available
on investable cash. The effective income tax rate decreased to 33.9% for
the first nine months of fiscal year 2002 from 34.3% last year primarily
as a result of U.S. pretax income growing at a higher rate than
international pretax income where tax rates are higher.
These factors resulted in a 29% increase (15% excluding the special
charge) in net income to $179,139,000 for the first nine months of fiscal
2002. Basic earnings per share increased 27% (14% excluding the special
charge) from $.52 ($.58) to $.66 for the periods presented, while diluted
earnings per share increased 29% (14% excluding the special charge) from
$.51 ($.58) to $.66 for the periods presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2002
AS COMPARED TO THE THREE MONTHS ENDED FEBRUARY 28, 2001
Net sales increased 14% to $304,609,000 for the third quarter of fiscal
2002, as compared to $267,163,000 for the same period last year.
Excluding the impact of foreign currency which decreased third quarter
sales by $.9 million and discontinued products which reduced the third
quarter sales by $2.5 million, net sales increased 15% during the third
quarter of fiscal year 2002. Operating income increased 64% (13%
excluding the special charge) to $94,330,000 for the third quarter of
fiscal 2002. During the third quarter, net income increased 61% (11%
excluding the special charge) to $61,674,000. Basic earnings per share
increased 64% (10% excluding the special charge) from $.14 ($.21) to
$.23 for the periods presented, while diluted earnings per share increased
64% (15% excluding the special charge) from $.14 ($.20) to $.23 for the
periods presented. The business factors resulting in these changes and
relevant trends affecting the Company's business during the periods in
question are comparable to those described in the preceding discussion
for the nine-month period.
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
There have been no material changes from the information provided in the
Company's Annual Report on Form 10-K for the year ended May 31, 2001.
PART II. OTHER INFORMATION
Item 1: Legal Proceedings.
On November 13, 2001, the United States Supreme Court ("Supreme Court")
denied the Company's petition to review the $20 million punitive damage
award against the Company given to Raymond G. Tronzo by the United States
District Court for the Southern District of Florida which affirmed a
compensatory damage award of $520. The Company had previously recorded
a one-time special charge during the third quarter of fiscal 2001 of
$26.1 million, which represents the total damage award plus the maximum
amount of interest that, as calculated by the Company, may be due under
the award and related expenses. While the Company was disappointed in
the Supreme Court's decision not to review the case, the Company has
released $20,236,000 from escrow. The amount of interest owed by the
Company, if any, on this award continues to be in dispute; however, if
a decision on the interest award is adverse to the Company, it should
not exceed the amount of the remaining funds in escrow. The Supreme
Court's decision does not affect the ongoing sales of any of Biomet's
product lines.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See Index to Exhibits.
(b) Reports on Form 8-K.
None.
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.
BIOMET, INC.
------------
(Registrant)
DATE: 4/12/2002 BY: /s/ GREGORY D. HARTMAN
---------- -------------------------
Gregory D. Hartman
Senior Vice President - Finance
(Principal Financial Officer)
(Signing on behalf of the Registrant
and as Principal Financial Officer)
BIOMET, INC.
FORM 10-Q
INDEX TO EXHIBITS
Sequential
Number Assigned Numbering System
in Regulation S-K Page Number
Item 601 Description of Exhibit of Exhibit
----------------- -------------------------------- ----------------
(2) No exhibit.
(4) 4.1 Specimen certificate for Common
Shares. (Incorporated by reference
to Exhibit 4.1 to the registrant's
Report on Form 10-K for the fiscal
year ended May 31, 1985).
4.2 Rights Agreement between Biomet,
Inc. and Lake City Bank, as Rights
Agent, dated as of December 2, 1989.
(Incorporated by reference to Exhibit
4 to Biomet, Inc. Form 8-K Current Report
dated December 22, 1989, File No. 0-12515).
(10) No exhibit.
(11) No exhibit.
(15) No exhibit.
(18) No exhibit.
(19) No exhibit.
(22) No exhibit.
(23) No exhibit.
(24) No exhibit.
(99) No exhibit.