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 November 30, 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 November 30, 2003, the registrant had 255,819,567 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
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 November 30, 2003 and May 31, 2003
(in thousands)
ASSETS
November 30, May 31,
2003 2003
---------- -------
(Unaudited)
Current assets:
Cash and cash equivalents $ 241,740 $ 225,650
Investments 15,541 37,337
Accounts and notes receivable, net 439,312 418,095
Inventories 375,929 356,270
Deferred income taxes 54,642 54,262
Prepaid expenses and other 26,063 20,141
--------- ---------
Total current assets 1,153,227 1,111,755
--------- ---------
Property, plant and equipment, at cost 496,818 468,965
Less, Accumulated depreciation 239,320 215,519
--------- ---------
Property, plant and equipment, net 257,498 253,446
--------- ---------
Investments 186,486 155,607
Goodwill, net 127,738 126,706
Intangible assets, net 12,376 10,874
Other assets 13,624 13,781
--------- ---------
Total assets $1,750,949 $1,672,169
========= =========
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
at November 30, 2003 and May 31, 2003
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31,
2003 2003
---------- -------
(Unaudited)
Current liabilities:
Short-term borrowings $ 123,648 $ 114,120
Accounts payable 39,097 42,106
Accrued income taxes 10,002 12,453
Accrued wages and commissions 43,502 43,715
Other accrued expenses 57,351 54,260
--------- ---------
Total current liabilities 273,600 266,654
Long-term liabilities:
Deferred income taxes 6,918 7,031
Other liabilities -- 462
--------- ---------
Total liabilities 280,518 274,147
--------- ---------
Minority interest 116,032 111,888
--------- ---------
Contingencies (Note 7)
Shareholders' equity:
Common shares 153,798 141,931
Additional paid-in capital 54,123 54,081
Retained earnings 1,144,336 1,100,462
Accumulated other comprehensive income (loss) 2,142 (10,340)
--------- ---------
Total shareholders' equity 1,354,399 1,286,134
--------- ---------
Total liabilities and shareholders' equity $1,750,949 $1,672,169
========= =========
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the six and three month periods ended November 30, 2003 and 2002
(Unaudited, in thousands, except per share data)
Six Months Ended Three Months Ended
---------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
Net sales $757,880 $659,048 $387,561 $341,448
Cost of sales 214,408 188,742 108,790 98,605
------- ------- ------- -------
Gross profit 543,472 470,306 278,771 242,843
Selling, general and
administrative expenses 269,061 237,137 136,664 121,249
Research and development expense 30,558 25,707 15,810 13,069
------- ------- ------- -------
Operating income 243,853 207,462 126,297 108,525
Other income, net 6,690 6,802 3,669 2,858
------- ------- ------- -------
Income before income taxes and
minority interest 250,543 214,264 129,966 111,383
Provision for income taxes 87,229 74,138 45,250 38,544
------- ------- ------- -------
Income before minority interest 163,314 140,126 84,716 72,839
Minority interest 4,144 3,766 2,024 2,485
------- ------- ------- -------
Net income $159,170 $136,360 $ 82,692 $ 70,354
======= ======= ======= =======
Earnings per share:
Basic $.62 $.52 $.32 $.27
==== ==== ==== ====
Diluted $.62 $.52 $.32 $.27
==== ==== ==== ====
Shares used in the computation
of earnings per share:
Basic 256,325 260,862 255,797 259,499
======= ======= ======= =======
Diluted 257,904 262,925 257,599 261,626
======= ======= ======= =======
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 six months ended November 30, 2003 and 2002
(Unaudited, in thousands)
2003 2002
---- ----
Cash flows from (used in) operating activities:
Net income $159,170 $136,360
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 24,036 20,401
Amortization 1,512 1,944
Gain on sale of investments, net (692) (59)
Minority interest 4,144 3,766
Deferred income taxes (1,103) (967)
Changes in current assets and liabilities:
Accounts and notes receivable, net (16,819) (15,788)
Inventories (9,799) (11,195)
Accounts payable (7,089) 1,097
Accrued income taxes (2,620) (10,762)
Other (1,425) (5,684)
------- -------
Net cash from operating activities 149,315 119,113
------- -------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 68,981 74,650
Purchases of investments (77,237) (31,919)
Capital expenditures (24,618) (19,083)
Other (1,878) (3,614)
------- ------
Net cash from (used in) investing activities (34,752) 20,034
------- ------
Cash flows from (used in) financing activities:
Increase in short-term borrowings, net 6,877 12,043
Issuance of common shares 13,323 9,944
Cash dividends (38,604) (26,431)
Purchase of common shares (78,703) (148,264)
------- ------
Net cash used in financing activities (97,107) (152,708)
------- ------
Effect of exchange rate changes on cash (1,366) 785
------- ------
Increase (decrease) in cash and cash equivalents 16,090 (12,776)
Cash and cash equivalents, beginning of year 225,650 154,297
------- -------
Cash and cash equivalents, end of period $241,740 $141,521
======= =======
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 six-month period ended November 30, 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
six and three month periods ended November 30:
Six Months Ended Three Months Ended
---------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
(in thousands)
Reconstructive $485,522 $403,939 $252,083 $211,914
Fixation 122,428 117,808 60,295 58,427
Spinal products 76,946 69,463 38,979 36,197
Other 72,984 67,838 36,204 34,910
------- ------- ------- -------
$757,880 $659,048 $387,561 $341,448
======= ======= ======= =======
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 six and three month periods ended November 30, 2003 and 2002
would have been as follows:
Six Months Ended Three Months Ended
---------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
Net income as reported (in thousands) $159,170 $136,360 $ 82,692 $ 70,354
Deduct: Total stock-based employee
compensation espense determined
under the fair value method for
all awards net of related tax
effects (in thousands) 2,563 2,764 1,281 1,382
------- ------- ------- -------
Pro forma net income (in thousands) $156,607 $133,596 $ 81,411 $ 68,972
======= ======= ======= =======
Earning per share:
Basic, as reported $0.62 $0.52 $0.32 $0.27
==== ==== ==== ====
Basic, pro forma $0.61 $0.51 $0.32 $0.26
==== ==== ==== ====
Diluted, as reported $0.62 $0.52 $0.32 $0.27
==== ==== ==== ====
Diluted, pro forma $0.61 $0.51 $0.32 $0.27
==== ==== ==== ====
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 November 30, 2003
and 2002 was $9,884,000 and $(4,000), respectively. Other comprehensive income
for the six months ended November 30, 2003 and 2002 was $12,483,000 and
$16,676,000, respectively. Total comprehensive income combines reported net
income and other comprehensive income. Total comprehensive income for the three
months ended November 30, 2003 and 2002 was $92,576,000 and $70,350,000,
respectively. Total comprehensive income for the six months ended November 30,
2003 and 2002 was $171,653,000 and $153,036,000, respectively.
NOTE 3: INVENTORIES.
Inventories at November 30, 2003 and May 31, 2003 are as follows:
November 30, May 31,
2003 2003
------------ -------
(in thousands)
Raw materials $ 36,903 $ 37,685
Work-in-process 40,513 38,110
Finished goods 153,762 142,483
Consigned distributor 144,751 137,992
------- -------
$375,929 $356,270
======= =======
NOTE 4: COMMON SHARES.
During the six months ended November 30, 2003, the Company issued 995,133
Common Shares upon the exercise of outstanding stock options for proceeds
aggregating $13,323,000. Purchases of Common Shares pursuant to the Common
Share Repurchase Programs aggregated 2,664,249 shares for $78,703,000 during
the six months ended November 30, 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.
NOTE 8: SUBSEQUENT EVENTS.
On December 18, 2003, the Company announced that it had reached an agreement
in principle with Merck KGaA, Darmstadt, Germany, to acquire Merck's 50%
interest in the Biomet-Merck Joint Venture for an aggregate purchase price of
$300 million in cash. Consummation of the acquisition, which is subject to
certain conditions including completion of definitive documentation and
clearance by applicable antitrust authorities, is expected to occur during the
first calendar quarter of 2004.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF NOVEMBER 30, 2003
The Company's cash and investments increased $25,173,000 to $443,767,000 at
November 30, 2003. This increase resulted from positive cash flow from
operations, offset by the $38,604,000 dividend paid during the first quarter
and the $78,703,000 used to purchase shares during the first six months
pursuant to the Company's share repurchase programs.
Cash flows provided by operating activities were $149,315,000 for the first
six months of fiscal 2004 compared to $119,113,000 in 2003. The primary
sources of fiscal year 2004 cash flows from operating activities were net
income and depreciation. The primary uses were increases in accounts
receivable and inventory and a reduction in accounts payable. Over the last
several quarters, the Company has experienced a greater sales growth in its
insurance billings versus its hospital billings in the United States. These
insurance billings historically have had a longer collection cycle. In
addition, accounts receivable continue to increase as the Company's sales
continue to grow. Inventories increased from new product introductions
(specifically in Europe) and a buildup of inventory associated with the
Company's establishment of its direct operations in Japan. Accounts payable
decreased due to the lower levels of common stock being purchased at the end
of this quarter versus the end of the fiscal year. Accounts and notes
receivable and inventory balances were increased during the six month period by
$4.4 million and $9.9 million, respectively, due to currency exchange rates.
Cash flows used in investing activities were $34,752,000 for the first six
months of fiscal 2004 compared to cash flows provided of $20,034,000 in 2003.
The primary use of cash flows from investing activities were purchases of
investments and capital equipment offset by sales and maturities of
investments.
Cash flows used in financing activities were $97,107,000 for the first six
months of fiscal 2004 compared to a use of $152,708,000 in 2003. The primary
use of cash flows from financing activities were the cash dividend paid in the
first quarter and the share repurchase programs. In July 2003, the Company's
Board of Directors declared a cash dividend of fifteen cents ($.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 the purchase of Merck's KGaA's 50%
interest in the Biomet-Merck Joint Venture (see Footnote 8 in the Notes to
Consolidated Financial Statements), capital expenditures, research and
development costs, stock repurchases and litigation settlements, if any.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2003
AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 2002
Net sales increased 15% to $757,880,000 for the six-month period ended
November 30, 2003, from $659,048,000 for the same period last year. Excluding
the impact of foreign currency, which increased sales for the six months by
$28.4 million, net sales increased 11% during the first six months of fiscal
year 2004. The Company's U.S.-based revenue increased 11% to $516,797,000
during the first six months of fiscal 2004, while foreign sales increased 25%
to $241,083,000. Excluding the positive foreign exchange adjustment, foreign
sales in local currencies increased 11%. The Company's worldwide sales of
reconstructive products during the first six months of fiscal 2004 were
$485,522,000, representing a 20% increase compared to the first six months of
last year. This increase came through balanced growth in all of the
reconstructive product categories. The Company's extensive line of
reconstructive products continues to gain market share in this rapidly
growing market. Sales of fixation products were $122,428,000 for the first
six months of fiscal 2004, representing a 4% increase as compared to the same
period in 2003. Sales of spinal products were $76,946,000 for the first six
months of fiscal 2004, representing an 11% increase as compared to the same
period in 2003. The increase is primarily a result of the expansion of EBI's
product portfolio into the hardware and biological segments of the spinal
markets. The Company's sales of other products totaled $72,984,000,
representing an 8% increase over the first six months of fiscal year 2003,
primarily as a result of increased sales of arthroscopy products and
softgoods and bracing products.
Cost of sales decreased as a percentage of net sales to 28.3% for the first six
months of fiscal 2004 from 28.6% last year primarily as a result of increased
in-house manufacturing efficiencies. Selling, general and administrative
expenses as a percentage of net sales decreased to 35.5% compared to 36.0% for
the first six months 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 19% during the
first six months to $30,558,000 reflecting the Company's continued emphasis on
new product introductions. Operating income rose 18% from $207,462,000 for the
first six months of fiscal 2003, to $243,853,000 for the first six months of
fiscal 2004. Other income decreased 1.6%. Over the last eight quarters, the
Company has used $508,000,000 to purchase its common stock which has reduced
cash available for investment. 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 six months of
fiscal year 2004 from 34.6% last year primarily as a result of increases in
domestic state income tax rates.
These factors resulted in a 17% increase in net income to $159,170,000 for the
first six months of fiscal 2004 as compared to $136,360,000 for the same period
in fiscal 2003. Basic and diluted earnings per share increased 19%, from $.52
to $.62 for the periods presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2003
AS COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 2002
Net sales increased 14% to $387,561,000 for the second quarter of fiscal 2004,
as compared to $341,448,000 for the same period last year. Excluding the
impact of foreign currency, which increased second quarter sales by $13 million,
net sales increased 10% during the second quarter of fiscal year 2004.
Operating income increased 16% from $108,525,000 for the second quarter of
fiscal 2003, to $126,297,000 for the second quarter of fiscal 2004. During the
second quarter, net income increased 18% to $82,692,000 as compared to
$70,354,000 for the same period last year. Basic and diluted earnings per share
increased 19% from $.27 to $.32 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 six-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, 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 second 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 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.
------------
DATE: 1/13/2004 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 Page Number
S-K 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 16, 1999. (Incorporated
by reference to Exhibit 4.01 to Biomet, Inc.
Form 8-K Current Report dated December 16,
1999, Commission File No. 0-12515), as
amended September 1, 2002 to change rights
agent to American Stock Transfer & Trust
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 Exectuive 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.