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 August 31, 2003.
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)
(574) 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 August 31, 2003, the registrant had 255,668,470 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 8-9
Item 3. Quantitative and Qualitative Disclosure about
Market Risks 10
Item 4. Controls and Procedures 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 August 31, 2003 and May 31, 2003
(in thousands)
ASSETS
August 31, May 31,
2003 2003
---------- -------
(Unaudited)
Current assets:
Cash and cash equivalents $ 221,711 $ 225,650
Investments 16,826 37,337
Accounts and notes receivable, net 410,195 418,095
Inventories 361,216 356,270
Deferred income taxes 54,642 54,262
Prepaid expenses and other 24,699 20,141
--------- ---------
Total current assets 1,089,289 1,111,755
--------- ---------
Property, plant and equipment, at cost 478,105 468,965
Less, Accumulated depreciation 226,692 215,519
--------- ---------
Property, plant and equipment, net 251,413 253,446
--------- ---------
Investments 166,694 155,607
Goodwill,net 126,420 126,706
Intangible assets, net 10,551 10,874
Other assets 15,580 13,781
--------- ---------
Total assets $1,659,947 $1,672,169
========= =========
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
at August 31, 2003 and May 31, 2003
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
August 31, May 31,
2003 2003
---------- -------
(Unaudited)
Current liabilities:
Short-term borrowings $ 111,067 $ 114,120
Accounts payable 37,933 42,106
Accrued income taxes 28,724 12,453
Accrued wages and commissions 38,255 43,715
Other accrued expenses 54,067 54,260
--------- ---------
Total current liabilities 270,046 266,654
Long-term liabilities:
Deferred federal income taxes 6,193 7,031
Other liabilities 462 462
--------- ---------
Total liabilities 276,701 274,147
--------- ---------
Minority interest 114,008 111,888
--------- ---------
Contingencies (Note 7)
Shareholders' equity:
Common shares 144,755 141,931
Additional paid-in capital 53,981 54,081
Retained earnings 1,078,243 1,100,462
Accumulated other comprehensive loss (7,741) (10,340)
--------- ---------
Total shareholders' equity 1,269,238 1,286,134
--------- ---------
Total liabilities and shareholders' equity $1,659,947 $1,672,169
========= =========
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the three months ended August 31, 2003 and 2002
(Unaudited, in thousands, except per share amounts)
2003 2002
---- ----
Net sales $370,319 $317,600
Cost of sales 105,618 90,137
------- -------
Gross profit 264,701 227,463
Selling, general and
administrative expenses 132,397 115,888
Research and development expense 14,748 12,638
------- -------
Operating income 117,556 98,937
Other income, net 3,021 3,944
------- -------
Income before income taxes
and minority interest 120,577 102,881
Provision for income taxes 41,979 35,594
------- -------
Income before minority interest 78,598 67,287
Minority interest 2,120 1,281
------- -------
Net income $ 76,478 $ 66,006
======= =======
Earnings per share:
Basic $ .30 $ .25
==== ====
Diluted $ .30 $ .25
==== ====
Shares used in the computation of earnings per share:
Basic 256,847 262,378
======= =======
Diluted 258,282 264,405
======= =======
Cash dividends per common share $ .15 $ .10
==== ====
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended August 31, 2003 and 2002
(Unaudited, in thousands)
2003 2002
---- ----
Cash flows from (used in) operating activities:
Net income $ 76,478 $ 66,006
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 11,870 10,316
Amortization 754 1,025
Gain on sale of investments, net (525) (69)
Minority interest 2,120 1,281
Deferred income taxes (470) (699)
Changes in current assets and liabilities:
Accounts and notes receivable, net 8,357 1,484
Inventories (4,298) (13,715)
Prepaid expenses and other (4,781) 1,157
Accounts payable (4,437) 6,168
Accrued income taxes 16,309 13,148
Accrued wages and commissions (5,460) (4,769)
Other accrued expenses (482) (5,176)
------- ------
Net cash from operating activities 95,435 76,157
------- ------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 59,010 46,211
Purchases of investments (51,183) (13,544)
Capital expenditures (9,379) (10,024)
Other (1,029) (2,533)
------- ------
Net cash from (used in) investing activities (2,581) 20,110
------- ------
Cash flows from (used in) financing activities:
Increase (decrease)in short-term borrowings, net (3,525) 2,313
Issuance of common shares 4,001 2,249
Cash dividends (38,604) (26,400)
Purchase of common shares (61,720) (106,000)
------- ------
Net cash used in financing activities (99,848) (127,838)
------- ------
Effect of exchange rate changes on cash 3,055 2,063
------- ------
Decrease in cash and cash equivalents (3,939) (29,508)
Cash and cash equivalents, beginning of year 225,650 154,297
------- -------
Cash and cash equivalents, end of period $221,711 $124,789
======= =======
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 accounting principles generally accepted in the
United States 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 accounting principles generally
accepted in the United States 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 three-month period ended August 31, 2003 are not necessarily
indicative of the results that may be expected for the fiscal year ending
May 31, 2004. 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, 2003.
The accompanying consolidated balance sheet at May 31, 2003, has been derived
from the audited Consolidated Financial Statements at that date, but does not
include all disclosures required by accounting principles generally accepted in
the United States.
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 EBI's softgoods and bracing products, Arthrotek's arthroscopy
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 the Rest of World. Major markets
included in the Rest of World geographic market are Canada, South America,
Mexico, Japan and the Pacific Rim.
Net sales of musculoskeletal products by product category are as follows for the
three months ended August 31:
2003 2002
---- ----
(in thousands)
Reconstructive $233,439 $192,025
Fixation 62,133 59,381
Spinal products 37,967 33,266
Other 36,780 32,928
------- -------
$370,319 $317,600
======= =======
As permitted by SFAS No. 123, the Company accounts for its employee stock
options using the intrinsic value method. Accordingly, no compensation expense
is recognized for the employee stock-based compensation plans. If compensation
expense for the Company's employee stock options had been determined based on
the fair value method of accounting, pro forma net income and diluted earnings
per share for the three month periods ended August 31, 2003 and 2002 would have
been as follows:
Net income as reported (in thousands) $76,478 $66,006
Deduct: Total stock-based employee compensation
expense determined under the fair value method for
all awards net of related tax effects (in thousands) 1,282 1,382
------ ------
Pro forma net income (in thousands) $75,196 $64,624
====== ======
Earnings per share:
Basic, as reported $0.30 $0.25
==== ====
Bacis, pro forma $0.29 $0.25
==== ====
Diluted, as reported $0.30 $0.25
==== ====
Diluted, pro forma $0.29 $0.24
==== ====
NOTE 2: COMPREHENSIVE INCOME.
Other comprehensive income includes foreign currency translation adjustments
and unrealized appreciation (depreciation) of available-for-sale securities, net
of taxes. Other comprehensive income for the three months ended August 31, 2003
and 2002 was $2,599,000 and $16,680,000, respectively. Total comprehensive
income combines reported net income and other comprehensive income. Total
comprehensive income for the three months ended August 31, 2003 and 2002 was
$79,077,000 and $85,686,000, respectively.
NOTE 3: INVENTORIES.
Inventories at August 31, 2003 and May 31, 2003 are as follows:
August 31, May 31,
2003 2003
---------- -------
(in thousands)
Raw materials $ 37,488 $ 37,685
Work-in-process 39,685 38,110
Finished goods 144,767 142,483
Consigned 139,276 137,992
------- -------
$361,216 $356,270
======= =======
NOTE 4: COMMON SHARES.
During the three months ended August 31, 2003, the Company issued 315,036 Common
Shares upon the exercise of outstanding stock options for proceeds aggregating
$4,001,000. Purchases of Common Shares dursuant to the Common Share Repurchase
Programs aggregrated 2,135,249 shares for $61,720,000 during the three months
ended August 31, 2003.
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.
There are various 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF AUGUST 31, 2003
The Company's cash and investments decreased $13,363,000 to $405,231,000 at
August 31, 2003. This decrease resulted from the $38,604,000 dividend paid
during the first quarter and the $61,720,000 used to purchase shares during
the first three months pursuant to the share repurchase programs, offset by
positive cash flow from operations.
Cash flows provided by operating activities were $95,435,000 for the first
three months of fiscal 2004 compared to $76,157,000 in 2003. The primary
sources of cash flows from operating activities in the first quarter were net
income, depreciation, an increase in accrued income taxes and a reduction in
accounts receivable. The primary uses were a reduction in accounts payable
and accrued wages and commissions and an increase in inventory. Accrued
income taxes increased during the quarter due to the first quarter tax
estimates being due after the quarter end. Accounts payable decreased due to
the lower levels of common stock being purchased at the end of this quarter
versus last quarter, and accrued wages and commissions decreased because year
end bonuses are paid during the first quarter. Inventory increases were
caused by continued expansion in the Japanese market and new product
introductions at 3i.
Cash flows used in investing activities were $2,581,000 for the first quarter
of fiscal 2004 compared to cash flows provided of $20,110,000 in 2003. The
reason for the change year over year is due to the Company purchasing more
investment during the current year versus last year. The primary source of
cash flows from investing activities were sales and maturities of investments
offset by purchases of investments and capital equipment.
Cash flows used in financing activities were $99,848,000 for the first quarter
of fiscal 2004 compared to a use of $127,838,000 in 2003. The primary use of
cash flows from financing activities was the cash dividend paid this quarter
and the share repurchase programs. In July 2003, the Company's Board of
Directors declared a cash dividend of fifteen cents ($.15) per share payable
to shareholders of record at the close of business on July 11, 2003.
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 and research and
development costs.
Pursuant to the terms of the Joint Venture Agreement with Merck KGaA ("Merck"),
the Company granted Merck a put option whereby Merck has the right to elect to
require the Company to purchase all, but not less than all, of Merck's interest
in the BioMer C.V. ("BioMer"). Merck may exercise the put option by giving
notice to the Company at any time during (a) the period beginning on May 1,
2001, and ending on May 10, 2008, or (b) a period of 180 days following receipt
by Merck of notice from the Company that a "change of control" of the Company
(as defined in the Joint Venture Agreement) has occurred prior to May 1, 2023.
The put exercise price, which is payable in cash, is the greater of (i) a
formula based on earnings of BioMer and multiples of comparative public
companies, as defined in the Joint Venture Agreement, or (ii) the net book
value of all the assets of BioMer less all liabilities of BioMer multiplied
by Merck's 50% ownership percentage in BioMer. The put option formula is a
mechanism whereby the Company would pay a fair market purchase price for
Merck's 50% ownership interest in BioMer. If Merck chooses to exercise its
put option in the future, at the time of exercise, the transaction could be
deemed a material transaction for the Company; however, management believes
that the transaction could be funded out of the Company's current operations
and, given the Company's current cash position and the strength of its balance
sheet, the transaction should not negatively impact the financial strength of
the Company or its ongoing operations. As of the close of the Company's most
recently completed fiscal quarter, the net book value purchase price of BioMer
would be approximately $112 million, which may or may not reflect the fair
market purchase price at the time of closing the put transaction, should it
occur.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 2003
AS COMPARED TO THE THREE MONTHS ENDED AUGUST 31,2002
Net sales increased 17% to $370,319,000 for the first quarter of fiscal 2004
from $317,600,000 for the same period last year. Excluding the impact of foreign
currency which increased sales for the first quarter by $15.4 million, net sales
increased 12%. The Company's U.S.-based revenue increased 12% to $252,095,000
during the first quarter of fiscal 2004, while foreign sales increased 27% to
$118,224,000. Excluding the positive foreign currency exchange, foreign sales
in local currencies increased 11%. Biomet's worldwide sales of reconstructive
products during the first quarter of fiscal 2004 were $233,439,000, representing
a 22% increase compared to last year. This increase came through balanced
growth in all of the reconstructive product categories. Sales of fixation
products were $62,133,000 for the first quarter of fiscal 2004, representing a
5% increase as compared to the same period in 2003. The Company is experiencing
a slowdown in its external fixation products from competitive minimally
invasive internal fixation plating systems replacing external fixation products
and reprocessors reconditioning its products. In addition, the Company has
consolidated its domestic fixation business into its EBI subsidiary to allow one
salesforce to distribute a full range of orthopedic fixation products. Sales of
spinal products were $37,967,000 for the first quarter of fiscal 2004,
representing a 14% increase as compared to the same period in 2003. The
increase is a result of continued market acceptance of EBI's spinal stimulation
systems and the expansion of EBI's product portfolio in the hardware and
biological segments of the spinal markets. The Company's sales of other
products totaled $36,780,000, representing a 12% increase over the first quarter
of fiscal year 2003, primarily as a result of increased sales of arthroscopy
products and softgoods and bracing products.
Cost of sales increased slightly as a percentage of net sales to 28.5% for the
first quarter of fiscal 2004 from 28.4% for the same period last year. The
increase in cost of sales as a percentage of net sales was primarily a result
of higher growth rates in foreign sales, where gross margins are lower, versus
domestic sales. In local currencies, the Company continues to see improvement
in this percentage. Selling, general and administrative expenses as a
percentage of net sales decreased to 35.7% compared to 36.5% for the first
quarter of last year. This decrease in the percentage is a result of the
Company's continued emphasis on slowing its general and administrative expense
growth. Research and development expenditures increased 17% during the quarter
to $14,748,000 reflecting the Company's continued emphasis on new product
introductions. Operating income rose 19% from $98,937,000 for the first quarter
of fiscal 2003 to $117,556,000 for the first quarter of fiscal 2004. Other
income decreased 23% to $3,021,000 compared to last year. Over the last seven
quarters, the Company has used $491,000,000 to purchase its common stock which
has reduced investable cash. In addition, as interest rates fall, higher
yielding investments are called and replaced with lower yielding investments.
The effective income tax rate increased to 34.8% for the first quarter of fiscal
year 2004 from 34.6% last year primarily as a result of states increasing their
tax rates.
These factors resulted in a 16% increase in net income to $76,478,000 for the
first quarter of fiscal 2004 as compared to $66,006,000 for the same period in
fiscal 2003. Basic and diluted earnings per share increased 20%, from $.25 to
$.30 for the periods presented.
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, 2003.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. As of the end of the
period covered by this report, the Company carried out an evaluation, under the
supervision and with the participation of its management, including the
Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934).
Based on this evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures are effective in timely notification to them of information the
Company is required to disclose in its periodic SEC filings and in ensuring
that this information is recorded, processed summarized and reported within
the time periods specified in the SEC's rules and regulations.
(b) Changes in Internal Control. During the first quarter of fiscal 2004
covered by this report, there have been no significant changes in internal
control over financial reporting that have materially affected, or were
reasonably likely to materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on September
27, 2003. At the Annual Meeting:
1. The following persons were elected as Directors of the Company for a
three-year term expiring in 2006.
Name Votes For Votes Withheld
Dane A. Miller, Ph. D. 220,123,612 4,859,363
Jerry L. Ferguson 221,526,953 3,456,022
Thomas F. Kearns, Jr. 221,841,663 3,141,312
Daniel P. Hann 221,498,956 3,484,020
The following directors will continue in office until their term expires at
the 2004 Annual meeting of shareholders: M. Ray Harroff; Jerry L. Miller
and Charles E. Niemier.
The following directors will continue in office until their term expires at
the 2005 Annual meeting of shareholders: C. Scott Harrison, M.D.; Niles L.
Noblitt; Kenneth V. Miller; L. Gene Tanner; and Marilyn Tucker Quayle.
2. The selection of Ernst & Young LLP as certified public accountants for the
Company for the fiscal year ending May 31, 2004 was ratified by the
shareholders, as follows: Votes For - 218,973,641; Votes Against -
4,758,329; and Abstentions and Broker Non-Votes - 1,251,004.
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: 10/02/2003 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
Number Assigned
in Regulation S-K
Item 601 Description 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), as amended
September 1, 2002 to change rights agent to
American Stock Transfer Company.
(10) 10.1 Joint Venture Agreement between Biomet, Inc. and
Merck KGaA dated as of November 24, 1997
(Incorporated by reference to Exhibit 2.01 to
Biomet, Inc. Form 8-K Current Report dated
February 17, 1998 Commission File No. 0-12515).
(11) No exhibit.
(15) No exhibit.
(18) No exhibit.
(19) No exhibit.
(22) No exhibit.
(23) No exhibit.
(24) No exhibit.
(31) 31.1 Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
(32) 32.1 Written Statement of Chief Executive Officer and
Chief Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.