SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): April 26, 2004
ZIMMER HOLDINGS, INC.
|
Delaware
(State or other jurisdiction of incorporation) |
001-16407
(Commission File Number) |
13-4151777
(IRS Employer Identification No.) |
345 East Main Street, Warsaw, Indiana 46580
(Address of principal executive offices)
Registrants telephone number, including area code: 574/267-6131
Former name or former address, if changed since last report: N/A
| ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits | ||||||||
| ITEM 12. Results of Operations and Financial Condition | ||||||||
| SIGNATURE | ||||||||
| Press Release | ||||||||
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99(a) Press Release, dated April 26, 2004, issued by the Registrant
ITEM 12. Results of Operations and Financial Condition
On April 26, 2004, Zimmer Holdings, Inc. (the Registrant) reported its results of operations for the quarter ended March 31, 2004. The Registrants earnings release is attached as Exhibit 99(a) and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
As previously announced, the Registrant acquired Centerpulse AG on October 2, 2003. The earnings release attached as Exhibit 99(a) includes comparative sales information to prior year information for the Registrant and Centerpulse on a combined basis, information reflected in its statements of earnings and guidance for diluted earnings per share on an adjusted basis excluding the impact of the following which relates to the Centerpulse acquisition: inventory step-up costs of goods sold; in-process research and development expense; acquisition and integration expense; and related income tax benefits. The press release also reports sales growth measurements on a basis that eliminates the effect of changes in foreign currency exchange rates between periods.
Management believes that the presentation of the combined and adjusted information allows investors to more easily compare the Registrants performance on a period to period basis. It also aids investors in understanding the operating results of the Registrant absent the specific acquisition related items detailed above as well as the effects of changes in foreign currency exchange rates between periods. However, these measures should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP.
All of the non-GAAP financial measures, except as noted below and the 2005 and 2006 diluted earnings per share guidance, are reconciled to the most directly comparable GAAP financial measure in the press release. The Companys diluted earnings per share for 2005 and 2006, as determined in accordance with GAAP, is not currently determinable because the specific items identified above which were excluded from the 2005 diluted earnings per share guidance, are not yet finalized. As a result, a reconciliation of the diluted earnings per share guidance for 2005 to GAAP diluted earnings per share for that period may not be performed without unreasonable effort.
The
following is a reconciliation of combined sales growth for the three
ZIMMER HOLDINGS, INC.
The Registrant is furnishing the information contained in this report,
including the Exhibits, pursuant to Item 12 of Form 8-K promulgated by the
Securities and Exchange Commission (the SEC). This information shall not be
deemed to be filed with the SEC or incorporated by reference into any other
filing with the SEC. By filing this report on Form 8-K and furnishing this
information, the Registrant makes no admission as to the materiality of any
information in this report, including the Exhibits.
2
COMBINED* SALES GROWTH
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(IN MILLIONS)
(UNAUDITED)
Combined* Net Sales
Three Months Ended March 31, 2004
Three Months Ended March 31, 2003
Reported
Combined*
Zimmer
Centerpulse
Combined*
Net Sales
% Growth
$
266
$
95
$
361
$
423
17
%
54
119
173
215
25
70
18
88
104
19
$
390
$
232
$
622
$
742
19
$
209
$
69
$
278
$
331
19
%
48
110
158
197
25
53
17
70
83
19
$
310
$
196
$
506
$
611
21
$
83
$
19
$
102
$
122
19
%
16
70
86
109
26
28
11
39
45
16
$
127
$
100
$
227
$
276
21
$
118
$
35
$
153
$
183
19
%
31
32
63
77
22
24
3
27
33
20
$
173
$
70
$
243
$
293
20
$
36
$
3
$
39
$
45
15
%
$
31
$
31
$
34
10
%
$
44
$
2
$
46
$
52
14
%
SIGNATURE
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.
|
ZIMMER HOLDINGS, INC.
|
||||
| Dated: April 26, 2004 | ||||
| By: | /s/ David C. Dvorak | |||
| David C. Dvorak, Executive Vice | ||||
| President, Corporate Services and Chief Counsel | ||||
3
Exhibit 99(a)
|
Contact:
|
Media
Brad Bishop 574-372-4291 bradley.bishop@zimmer.com |
Investors
Sam Leno 574-372-4790 sam.leno@zimmer.com |
Zimmer Reports First Quarter 2004 Financial Results
First Quarter Highlights
| | Net Sales increased 90% reported, and 19% combined* (12% constant currency*) to $742 million | |||
| | Worldwide Reconstructive Sales increased 97% reported, and 21% combined* (13% constant currency*) | |||
| | Strong profit margins achieved 70% gross, 21% operating and 13% net reported; 75% gross, 29% operating and 19% net adjusted* | |||
| | Diluted EPS were $0.40 reported, and $0.56 adjusted*, an increase of 37% over prior year | |||
| | Operating cash flow was $194 million, and total debt reduced to $960 million, with $121 million cash on hand | |||
| | Increasing 2004 Diluted EPS guidance to a range from $1.80 to $1.84 reported and $2.20 to $2.24 adjusted*, an increase of $0.13 to $0.14 over previous guidance | |||
(WARSAW, IN) April 26, 2004 Zimmer Holdings, Inc. (NYSE and SWX:ZMH) today reported net sales and earnings for the quarter ended March 31, 2004. The companys sales results and diluted earnings per share, on an adjusted* basis, exceeded current First Call consensus estimates. On April 2, the company announced that it expected to exceed previous First Call estimates.
The companys reported results reflect its acquisition of Centerpulse AG on October 2, 2003. The company is also providing a comparison of sales to prior year on a combined* basis, which includes sales of Centerpulse in the first quarter 2003. Reported results
include acquisition and integration expenses, inventory step-up and the prior year cumulative effect of a change in accounting principle, as applicable.
The promise of the new Zimmer continues to be realized with excellent sales and earnings generated in all geographic segments and product categories, said Ray Elliott, Zimmer Chairman, President and CEO. Continuing our tradition of strong cash flow, we paid down $150 million of debt in the quarter and some $400 million in our first six months combined with Centerpulse.
During the quarter, the company continued to demonstrate its leadership in Minimally Invasive Solutions ( MIS ) Procedures and Technologies. More than 1,100 surgeons have now been trained to perform the Zimmer MIS 2-Incision Hip procedure and the MIS Quad-Sparing (Q-S) Total Knee Replacement procedure. Almost 200 surgeons were trained in the first quarter alone. On February 18, the FDA granted 510k clearance for the specially designed instruments used in conjunction with computer navigation software for the MIS 2-Incision Hip procedure.
Our integration of the Centerpulse acquisition is going better than our early projections in virtually every area, said Elliott. We are well into the execution phase on our more than 3,100 individual milestones and the teamwork and commitment shown by our employees around the world has been tremendous. In fact, our new combined companys adjusted EPS in 2004 is expected to be 15% accretive when compared to Zimmers standalone First Call consensus estimate of $1.91 at the time of the acquisition.
Due to the acquisition of Centerpulse, net sales for geographic segments and product categories are presented in tabular format as follows for comparison of both reported and combined* results.
2
First Quarter Net Sales Results
Net earnings for the quarter were $97.6 million on a reported basis, and were
$137.6 million adjusted*, an increase of 72% over the prior year. Diluted
earnings per share for the quarter were $0.40 reported, and were $0.56
adjusted*, an increase of 37% over the prior year.
3
Guidance
As a result of its strong quarter, the company announced that it is increasing
its previous sales and earnings guidance for the full year 2004. Several
factors have been incorporated into the companys sales and earnings
expectations. If foreign currency exchange rates remain at current levels, the
favorable foreign currency effect on the first quarter sales growth will lessen
throughout the balance of this year due to the weakening U.S. dollar throughout
all of 2003. As the company nears completion of its non-U.S. distributor
integration plans, the $50 million of expected 2004 sales dis-synergies began
to materialize late in the first quarter and are expected to be fully realized
in the last three quarters.
Full-year sales are projected to be in a range of $2,925 to $2,950 million, an
increase of approximately $50 to $75 million over previous guidance. Reported
diluted earnings per share are expected to be in the range of $1.80 to $1.84,
reflecting estimated acquisition and integration expenses of $65 million and
inventory step-up of $35 million, net of tax, and adjusted* diluted earnings
per share are projected to be in a range of $2.20 to $2.24, an increase of
$0.13 to $0.14 over previous guidance.
Second quarter 2004 sales are expected to be in a range of $725 to $730
million. Due to the strength of the first quarter, the company has decided to
accelerate the restructuring of its distribution network in Europe, which will
cause a sequential sales decline in the second quarter compared to the first
quarter in the affected markets. Additionally, the sequential quarter lost
sales effect on the company of one less billing day is expected to be $10
million and is incorporated in the forecast. Diluted earnings per share for
the second quarter of 2004 are expected to be $0.40 to $0.42 on a reported
basis and $0.53 to $0.55 adjusted*, excluding inventory step-up expenses and
acquisition and integration expenses of $12 million and $20 million,
respectively, net of tax.
4
Including this most recent guidance, the company also said it was reaffirming
its forecast of 2005 adjusted* diluted earnings per share growth in the range
of 20 to 25%, with the potential to exceed 25% adjusted* diluted earnings per
share growth in 2006.
The company will conduct its first quarter sales and earnings conference call,
which will be broadcast live over the Internet, on Tuesday, April 27, 2004, at
8:00 a.m. Eastern Time. The live audio webcast of Zimmers conference call
will be accessible through the Zimmer website at
www.zimmer.com
(Investor
Relations section). The webcast will be archived for future replay.
Individuals who wish to dial into the conference call may do so at (800)
406-1106. International callers should dial (706) 634-7075. A digital
recording will be available two hours after the completion of the conference
from April 27, 2004 to May 11, 2004. To access the recording, US/Canada callers
should dial (800) 642-1687, or for International callers, dial (706) 645-9291,
and enter the Conference ID, 6619815. A copy of this press release and any
other financial and statistical information about the periods to be presented
in the conference call, will be accessible through the Zimmer website at
www.zimmer.com
(Investor Relations section).
About the Company
###
5
*Note on Non-GAAP Financial Measures
As used in this press release, the term
combined
sales includes Centerpulse
for the first quarter of 2003 in order to provide more meaningful year-to-year
comparisons. The terms
Ex FX
and
constant currency
as used herein refer to
sales growth measurements computed by eliminating the effect of changes in
foreign currency exchange rates between periods. The term
adjusted
refers to
operating performance measures that exclude acquisition and integration
expenses, in-process research and development write-offs, inventory step-up and
the cumulative effect of the change in accounting principle for instruments.
Reconciliations of non-GAAP measures to the most directly comparable GAAP
measure are included in this press release.
Zimmer Safe Harbor Statement
6
ZIMMER HOLDINGS, INC.
7
ZIMMER HOLDINGS, INC.
8
ZIMMER HOLDINGS, INC.
9
ZIMMER HOLDINGS, INC.
ZIMMER HOLDINGS, INC.
10
ZIMMER HOLDINGS, INC.
11
ZIMMER HOLDINGS, INC.
12
ZIMMER HOLDINGS, INC.
13
ZIMMER HOLDINGS, INC.
14
($ MM)
Reported
Combined*
Net
%
% Growth
Sales
Growth
Combined*
Ex FX*
$
423
59
%
17
%
16
%
215
298
25
6
104
49
19
5
742
90
19
12
$
331
58
%
19
%
18
%
197
311
25
7
83
57
19
5
611
97
21
13
$
122
47
%
19
%
18
%
109
576
26
8
45
62
16
2
276
118
21
12
$
183
54
%
19
%
19
%
77
151
22
5
33
39
20
6
293
69
20
14
$
45
26
%
15
%
9
%
$
34
N/A
10
%
6
%
$
52
18
%
14
%
10
%
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the worldwide
#1 pure-play orthopaedic leader in the design, development, manufacture and
marketing of reconstructive and spinal implants, trauma and related orthopaedic
surgical products. In October, 2003, the company finalized its acquisition of
Centerpulse AG, a Switzerland-based orthopaedics company and the leader in the
European reconstructive market. The new Zimmer has operations in more than 24
countries around the world and sells products in more than 80 countries. As a
result of the acquisition of Centerpulse, reported 2003 sales were $1.9
billion. Full-year 2003 pro forma worldwide sales of Zimmer and Centerpulse
were approximately $2.6 billion. The new Zimmer is supported by the efforts of
more than 6,500 employees.
Visit Zimmer on the worldwide web at
www.zimmer.com
This press release contains forward-looking statements within the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 based on
current expectations, estimates, forecasts and projections about the
orthopaedics industry, managements beliefs and assumptions made by management.
Forward-looking statements may be identified by the use of forward-looking
terms such as may, will, expects, believes, anticipates, plans,
estimates, projects, targets, forecasts, and seeks or the negative of
such terms or other variations on such terms or comparable terminology. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that could cause actual outcomes and results to
differ materially. These risks and uncertainties include, but are not limited
to, our ability to successfully integrate Centerpulse AG, the outcome of the
pending informal SEC investigation of Centerpulse accounting, price and product
competition, rapid technological development, demographic changes, dependence
on new product development, the mix of our products and services, supply and
prices of raw materials and products, customer demand for our products and
services, control of costs and expenses, our ability to form and implement
alliances, international growth, U.S. and foreign government regulation,
product liability and intellectual property litigation losses, reimbursement
levels from third-party payors, general industry and market conditions and
growth rates and general domestic and international economic conditions
including interest rate and currency exchange rate fluctuations. For a further
list and description of such risks and uncertainties, see the disclosure
materials filed by Zimmer with the U.S. Securities and Exchange Commission.
Zimmer disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Readers of this document are cautioned not to place
undue reliance on these forward-looking statements, since, while we believe the
assumptions on which the forward-looking statements are based are reasonable,
there can be no assurance that these forward-looking statements will prove to
be accurate. This cautionary statement is applicable to all forward-looking
statements contained in this document.
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions, except per share amounts unaudited)
2004
2003
% Inc/(Dec)
$
742.2
$
390.1
90
%
219.5
96.9
127
522.7
293.2
78
39.8
21.4
86
297.8
149.8
99
31.3
368.9
171.2
115
153.8
122.0
26
9.8
1.4
600
144.0
120.6
19
46.4
40.4
15
97.6
80.2
22
55.1
$
97.6
$
135.3
(28
)
$
0.40
$
0.41
(2
)
0.28
$
0.40
$
0.69
(42
)
$
0.40
$
0.41
(2
)
0.27
$
0.40
$
0.68
(41
)
242.9
195.7
246.4
198.0
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2004 AND DECEMBER 31, 2003
(in millions)
March 31,
December 31,
2004
2003
(unaudited)
$
108.7
$
77.5
12.4
14.5
526.5
486.4
503.8
527.7
210.1
232.6
1,361.5
1,338.7
547.0
525.2
758.6
760.5
2,252.2
2,291.8
270.7
239.8
$
5,190.0
$
5,156.0
$
566.0
$
544.0
101.3
344.5
352.6
959.7
1,007.8
7.0
7.0
3,312.8
3,143.3
$
5,190.0
$
5,156.0
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions)
(unaudited)
2004
2003
$
97.6
$
135.3
41.7
19.6
31.0
(89.1
)
75.5
59.1
(38.8
)
(22.2
)
(5.1
)
(7.4
)
(16.2
)
2.2
8.3
7.3
194.0
104.8
(37.6
)
(26.7
)
(13.0
)
(6.3
)
(50.6
)
(33.0
)
36.5
25.3
(149.3
)
(79.6
)
(112.8
)
(54.3
)
0.6
0.2
31.2
17.7
77.5
15.7
$
108.7
$
33.4
NET SALES BY GEOGRAPHIC REGION
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions)
(unaudited)
Three Months Ended March 31,
%
2004
2003
Increase
$
422.7
$
266.1
59
%
215.1
54.0
298
104.4
70.0
49
$
742.2
$
390.1
90
NET SALES BY PRODUCT CATEGORY
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions)
(unaudited)
Three Months Ended March 31,
%
2004
2003
Increase
$
611.3
$
309.9
97
%
45.0
35.8
26
33.5
52.4
44.4
18
$
742.2
$
390.1
90
RECONCILIATION OF NET EARNINGS TO ADJUSTED NET EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(in millions)
(unaudited)
Three Months
Ended March 31,
% Inc
2004
2003
(Dec)
$
97.6
$
135.3
(28
)%
31.3
31.0
(22.3
)
(55.1
)
$
137.6
$
80.2
72
%
RECONCILIATION OF DILUTED EPS TO ADJUSTED DILUTED EPS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
(unaudited)
Three Months
Ended March 31,
2004
2003
$
0.40
$
0.68
0.13
0.12
(0.09
)
(0.27
)
$
0.56
$
0.41
RECONCILIATION OF REPORTED AND ADJUSTED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(in millions, except per share amounts unaudited)
Reported 2004
Adjustments
Adjusted 2004
$
742.2
$
$
742.2
219.5
(31.0
)
188.5
522.7
31.0
553.7
39.8
39.8
297.8
297.8
31.3
(31.3
)
368.9
(31.3
)
337.6
153.8
62.3
216.1
9.8
9.8
144.0
62.3
206.3
46.4
22.3
68.7
$
97.6
$
40.0
$
137.6
$
0.40
$
0.17
$
0.57
$
0.40
$
0.16
$
0.56
242.9
242.9
246.4
246.4
RECONCILIATION OF REPORTED AND ADJUSTED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(in millions, except per share amounts unaudited)
Reported 2003
Adjustments
Adjusted 2003
$
390.1
$
$
390.1
96.9
96.9
293.2
293.2
21.4
21.4
149.8
149.8
171.2
171.2
122.0
122.0
1.4
1.4
120.6
120.6
40.4
40.4
80.2
80.2
55.1
(55.1
)
$
135.3
$
(55.1
)
$
80.2
$
0.69
$
(0.28
)
$
0.41
$
0.68
$
(0.27
)
$
0.41
195.7
195.7
198.0
198.0