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, 2001.
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 November 30, 2001, the registrant had 270,030,630 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 November 30, 2001 and May 31, 2001
(in thousands)
ASSETS
November 30, May 31,
2001 2001
------------ -------
(Unaudited)
Current assets:
Cash and cash equivalents $ 247,123 $ 235,091
Investments 35,455 52,627
Accounts and notes receivable, net 332,013 324,848
Inventories 309,008 277,601
Deferred income taxes 44,334 48,982
Prepaid expenses and other 25,186 29,230
--------- ---------
Total current assets 993,119 968,379
--------- ---------
Property, plant and equipment, at cost 360,789 325,890
Less, Accumulated depreciation 156,619 140,139
--------- ---------
Property, plant and equipment, net 204,170 185,751
--------- ---------
Investments 210,346 175,430
Intangible assets, net 7,915 8,848
Excess acquisition costs over fair value
of acquired net assets, net 130,017 134,835
Other assets 17,052 16,068
--------- ---------
Total assets $1,562,619 $1,489,311
========= =========
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
at November 30, 2001 and May 31, 2001
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31,
2001 2001
------------ -------
(Unaudited)
Current liabilities:
Short-term borrowings $ 57,867 $ 62,734
Accounts payable 25,586 21,008
Accrued income taxes 27,987 31,085
Accrued wages and commissions 29,219 33,030
Accrued litigation 5,864 26,100
Other accrued expenses 60,754 67,865
--------- ---------
Total current liabilities 207,277 241,822
Long-term liabilities:
Deferred federal income taxes 6,433 5,783
Other liabilities 412 423
--------- ---------
Total liabilities 214,122 248,028
--------- ---------
Minority interest 98,024 95,097
--------- ---------
Contingencies (Note 7)
Shareholders' equity:
Common shares 118,340 108,918
Additional paid-in capital 48,732 48,732
Retained earnings 1,137,761 1,044,564
Accumulated other comprehensive loss (54,360) (56,028)
--------- ---------
Total shareholders' equity 1,250,473 1,146,186
--------- ---------
Total liabilities and shareholders' equity $1,562,619 $1,489,311
========= =========
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, 2001 and 2000
(Unaudited, in thousands, except per share amounts)
Six Months Ended Three Months Ended
November 30, November 30,
---------------- ------------------
2001 2000 2001 2000
---- ---- ---- ----
Net sales $561,409 $475,494 $289,387 $244,361
Cost of sales 156,426 139,194 79,034 71,027
------- ------- ------- -------
Gross profit 404,983 336,300 210,353 173,334
Selling, general and
administrative expenses 207,995 170,114 106,679 87,180
Research and development expense 23,655 20,159 11,987 10,295
------- ------- ------- -------
Operating income 173,333 146,027 91,687 75,859
Other income, net 8,935 10,181 4,371 4,711
------- ------- ------- -------
Income before income taxes
and minority interest 182,268 156,208 96,058 80,570
Provision for income taxes 61,876 53,512 32,607 27,562
------- ------- ------- -------
Income before minority interest 120,392 102,696 63,451 53,008
Minority interest 2,927 2,471 1,999 1,210
------- ------- ------- -------
Net income $117,465 $100,225 $ 61,452 $ 51,798
======= ======= ======= =======
Earnings per share:
Basic $ .44 $ .37 $ .23 $ .19
==== ==== ==== ====
Diluted $ .43 $ .37 $ .23 $ .19
==== ==== ==== ====
Shares used in the computation of earnings per share:
Basic 269,635 267,384 269,809 267,729
======= ======= ======= =======
Diluted 272,747 270,129 272,822 270,708
======= ======= ======= =======
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 six months ended November 30, 2001 and 2000
(Unaudited, in thousands)
2001 2000
---- ----
Cash flows from (used in) operating activities:
Net income $117,465 $100,225
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 16,446 14,652
Amortization 6,089 5,745
Gain on sale of investments, net (89) (1,284)
Minority interest 2,927 2,471
Deferred federal income taxes 4,467 (909)
Changes in current assets and liabilities,
excluding effects of acquisitions:
Accounts and notes receivable, net (8,249) (8,407)
Inventories (29,690) (17,252)
Prepaid expenses and other 3,625 (9,803)
Accounts payable 3,458 (3,182)
Accrued income taxes (2,812) (3,209)
Accrued wages and commissions (4,883) 1,185
Other accrued expenses (24,401) 3,902
------- -------
Net cash from operating activities 84,353 84,134
------- -------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 66,316 33,742
Purchases of investments (81,562) (35,817)
Capital expenditures (34,025) (16,434)
Acquisitions, net of cash acquired -- (90,602)
Other (1,345) (2,061)
------- -------
Net cash used in investing activities (50,616) (111,172)
------- -------
Cash flows from (used in) financing activities:
Decrease in short-term borrowings, net (4,974) (11,369)
Issuance of common shares 9,422 13,571
Cash dividends (24,268) (18,993)
------- -------
Net cash used in financing activities (19,820) (16,791)
------- -------
Effect of exchange rate changes on cash (1,885) (2,892)
------- -------
Increase (decrease)in cash and cash equivalents 12,032 (46,721)
Cash and cash equivalents, beginning of year 235,091 213,606
------- -------
Cash and cash equivalents, end of period $247,123 $166,885
======= =======
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 six-month period
ended November 30, 2001 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
six and three months ended November 30:
Six Months Ended Three Months Ended
November 30, November 30,
---------------- ------------------
2001 2000 2001 2000
---- ---- ---- ----
(in thousands)
Reconstructive $336,066 $287,893 $174,894 $145,801
Fixation 106,882 94,755 53,236 48,224
Spinal products 57,151 35,801 29,692 21,692
Other 61,310 57,045 31,565 28,644
------- ------- ------- -------
$561,409 $475,494 $289,387 $244,361
======= ======= ======= =======
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, 2001
and 2000 was $1,269,000 and $(16,427,000), respectively. Other comprehensive
income (loss) for the six months ended November 30, 2001 and 2000 was
$1,668,000 and $(14,001,000), respectively. Total comprehensive income combines
reported net income and other comprehensive income. Total comprehensive income
for the three months ended November 30, 2001 and 2000 was $62,721,000 and
$35,371,000, respectively. Total comcomprehensive income for the six months
ended November 30, 2001 and 2000 was $119,133,000 and $86,224,000, respectively.
NOTE 3: INVENTORIES.
Inventories at November 30, 2001 and May 31, 2001 are as follows:
November 30, May 31,
2001 2001
---------- -------
(in thousands)
Raw materials $ 35,834 $ 32,024
Work-in-process 37,081 31,082
Finished goods 120,042 108,704
Consigned 116,051 105,791
------- -------
$309,008 $277,601
======= =======
NOTE 4: COMMON SHARES.
During the six months ended November 30, 2001, the Company issued 906,917
Common Shares upon the exercise of outstanding stock options for proceeds
aggregating $9,422,000. 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 these two statements 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 NOVEMBER 30, 2001
The Company's cash and investments increased $29,776,000 to $492,924,000 at
November 30, 2001, despite the $24,268,000 cash dividend paid during the first
quarter.
Cash flows provided by operating activities were $84,353,000 for the first six
months of fiscal 2002 compared to $84,134,000 in 2001. The primary sources of
fiscal year 2002 cash flows from operating activities were net income,
depreciation and amortization offset by increases in accounts receivable and
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.
Cash flows used in investing activities were $50,616,000 for the first six
months of fiscal 2002 compared to a use of $111,172,000 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.
Cash flows used in financing activities were $19,820,000 for the first six
months of fiscal 2002 compared to a source of $16,791,000 in 2001. The primary
use of cash flows from financing activities was 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.
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 SIX MONTHS ENDED NOVEMBER 30, 2001
AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 2000
Net sales increased 18% to $561,409,000 for the six-month period ended November
30, 2001, from $475,494,000 for the same period last year. Excluding the
impact of foreign currency and discontinued products, which reduced the first
six months sales by $3.7 million and $5.3 million, respectively, net sales
increased 20% during the first six months of fiscal year 2002. The Company's
U.S.-based revenue increased 22% to $408,119,000 during the first six months,
while foreign sales increased 8% to $153,290,000. Excluding the negative
foreign exchange adjustment and discontinued products, foreign sales in local
currencies increased 15%. Biomet's worldwide sales of reconstructive products
during the first six months of fiscal 2002 were $336,066,000, representing a 17%
increase compared to the first six months of last year. This increase was
primarily a result of Biomet's continued penetration of the reconstructive
device market led by the Repicci IITM Unicondylar Knee System, the AscentTM
Total Knee System, the M2aTM Taper Metal-on-Metal Hip System and 3i's dental
reconstructive implants. Sales of fixation products were $106,882,000 for the
first six months of fiscal 2002, representing a 13% increase as compared to the
same period in 2001. Sales of spinal products were $57,151,000 for the first
six months of fiscal 2002, representing a 60% increase as compared to the same
period in 2001. Sales of spinal hardware 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 $61,310,000, representing a 7% increase over
the first six 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 six
months of fiscal 2002 from 29.3% 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 increased from 35.8% for the first six months of last year to 37.0%
for the current six month period. This increase in the percentage is a result
of the Biolectron acquisition and ongoing investments in the Company's global
sales capabilities. Research and development expenditures increased during the
first six months to $23,655,000 reflecting the Company's continued emphasis on
new product introductions. Operating income increased 18% to $173,333,000 for
the first six months of fiscal 2002. Other income decreased 12% resulting from
the lower interest rates available on investable cash. The effective income tax
rate decreased to 33.9% for the first six 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 17% increase in net income to $117,465,000 from
$100,225,000 for the first six months of fiscal 2002 as compared to the same
period in fiscal 2001. Basic earnings per share increased 19% from $.37 to
$.44 for the periods presented, while diluted earnings per share increased 16%
from $.37 to $.43 for the periods presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001
AS COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 2000
Net sales increased 18% to $289,387,000 for the second quarter of fiscal 2002,
as compared to $244,361,000 for the same period last year. Excluding the impact
of foreign currency which increased second quarter sales by $1.1 million and
discontinued products which reduced the second quarter sales by $2.5 million,
net sales increased 19% during the second quarter of fiscal year 2002.
Operating income increased 21% from $75,859,000 for the second quarter of fiscal
2001, to $91,687,000 for the second quarter of fiscal 2002. During the second
quarter, net income increased 19% to $61,452,000 as compared to $51,798,000 for
the same period last year. Basic and diluted earnings per share increased 21%
from $.19 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 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, 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.
A report on Form 8-K was filed October31,2001 with respect to item 4 of
that form.
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: 1/11/2002 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.