-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNb8uHOnjI9TQuhgviNVMB9tJm7BRRWLFcNl8grgChwvkBBWFI7+353m3G8A/bz0 6WQeLRql9mSOL7D/RtOhBQ== 0001104659-02-002730.txt : 20020606 0001104659-02-002730.hdr.sgml : 20020606 20020603161520 ACCESSION NUMBER: 0001104659-02-002730 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020522 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDTRONIC INC CENTRAL INDEX KEY: 0000064670 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 410793183 STATE OF INCORPORATION: MN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07707 FILM NUMBER: 02668968 BUSINESS ADDRESS: STREET 1: 710 MEDTRONIC PKWY STREET 2: MS LC300 CITY: MINNEAPOLIS STATE: MN ZIP: 55432 BUSINESS PHONE: 7635144000 8-K 1 j4039_8k.htm 8-K _

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

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):  May 22, 2002

 

 

Medtronic, Inc.

(Exact name of Registrant as Specified in its Charter)

 

 

Minnesota

(State or Other Jurisdiction of Incorporation)

 

 

1-7707

 

41-0793183

(Commission File Number)

 

(IRS Employer

 

 

Identification No.)

 

 

710 Medtronic Parkway

Minneapolis, Minnesota  55432

(Address of Principal Executive Offices and Zip Code)

 

 

(763) 514-4000

(Registrant’s telephone number, including area code)

 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 



 

Item 5.                    Other Events

 

On May 22, 2002, the Registrant issued a press release relating to third quarter earnings.  The full text of the press release is set forth in Exhibit 99.1 which is attached hereto and incorporated in this Report as if fully set forth herein.

 

Item 7.                    Financial Statements and Exhibits

 

Exhibit 99               Press release dated May 22, 2002.

 

 

 

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 hereunto duly authorized.

 

 

 

 

MEDTRONIC, INC.

 

 

 

 

 

 

By

 

/s/ David J. Scott

Date:  May 31, 2002

 

 

David J. Scott

 

 

 

Senior Vice President, General Counsel

 

 

 

and Secretary

 

 

2



 

EXHIBIT INDEX

 

Medtronic, Inc.

Form 8-K Current Report

 

 

 

 

 

Exhibit Number

 

Description

 

 

 

99

 

Press release dated May 22, 2002

 

3


EX-99 3 j4039_ex99.htm EX-99 _

Exhibit 99

 

News Release

 

Medtronic Reports 19.9 Percent Rise in Constant-Currency Quarterly Revenues and 16.1 Percent Increase in Quarterly Pre-Charge Net Earnings

 

Record Annual Revenues Exceed $6.4 Billion

 

Momentum in All Businesses and Industry-Leading Product Pipeline Spurred By Significant Gains in Tachyarrhythmia and Heart Failure Markets

 

MINNEAPOLIS May 22, 2002— Driven by broad-based strength across major product lines, Medtronic, Inc. (NYSE:MDT - News) today announced fourth-quarter pre-charge net earnings of $422.0 million, or $0.34 per diluted share, an increase in pre-charge net earnings of 16.1 percent over the $363.6 million and 13.3 percent above the $0.30 per diluted share recorded in last year’s fourth quarter. After-tax non-recurring charges of $121.1 million that reflect previously announced litigation settlements reduced quarterly net earnings to $300.9 million or $0.25 per diluted share.

 

Quarterly revenues of $1.792 billion were up 19.9 percent on a constant-currency basis over the $1.518 billion recorded in the final quarter of fiscal 2001. Foreign currency translation negatively impacted revenues by $26.5 million in the quarter and reduced the growth percentage to 18.0 percent.

 

“Medtronic experienced a record year of technological and financial progress that saw the commercialization of an unprecedented number of breakthrough therapies across our businesses,” said Art Collins, Medtronic Chairman and Chief Executive Officer. “These innovations further broadened and strengthened our industry-leading product line.”

 

Collins went on to highlight the particularly strong fourth quarter performances of Medtronic’s implantable defibrillators, insulin infusion pumps and devices to treat heart failure, spinal disorders and neurological diseases. He noted that these performances were capped by implantable defibrillator revenues, which increased 33 percent in the quarter and exceeded $1 billion for the year. Also, he pointed out that revenues generated from recently introduced heart failure devices are annualizing at about $300 million and became a major contributor at a rate never before achieved by any new Medtronic product line.

 

The fourth-quarter results capped Medtronic’s year of growth to record levels of revenues, pre-charge net earnings, and pre-charge net earnings per diluted share. Annual pre-charge net earnings grew for the 17th consecutive year to $1.477 billion, up 15.2 percent from the $1.282 billion recorded in fiscal 2001. Pre-charge diluted earnings per share were $1.21 for the fiscal year, compared with the $1.05 per share earned last year. Non-recurring, after-tax charges of $493.2 million taken during fiscal 2002 reduced net earnings to $984.0 million or $0.80 per diluted share.

 



 

The company also reported record annual revenues that increased 17.3 percent on a constant currency basis, to $6.411 billion. Foreign exchange translation reduced annual revenue by $90.5 million and the growth rate to 15.5 percent.

 

“Looking ahead, Medtronic is exceptionally well-positioned to maintain its growth momentum,” added Collins. “Significant investment in research and development promises to usher in a new era of medical technology, with continued advances in multi-chamber cardiac pacing, the increased use of device-biologic combinations, and the increasing role of information technology in transforming physician practice and patient care.”

 

(Unless otherwise noted, all revenue growth rates that follow are reported on a constant-currency basis.)

 

Cardiac Rhythm Management Business

 

Marked by its first billion-dollar year in implantable defibrillator revenues and the introduction of devices to treat heart failure, Cardiac Rhythm Management posted a record $2.944 billion in worldwide revenues for the year and $831.6 million for the quarter, an increase of 13 percent and 18 percent, respectively. Fueled by the worldwide introduction of therapies in every established category, the business grew market share and further solidified its leadership position across all major product lines.

 

Driven by the market’s increasing preference for multi-chamber cardiac therapies, worldwide implantable defibrillator revenues rose 33 percent, primarily due to the introduction and rapid market acceptance of the Marquis(TM) DR. This performance was complemented by 12 percent revenue growth and market share gains in cardiac pacing, due to physician preference for the full-featured Kappa® 900 pacemaker, the InSync® device for heart failure, and the new CareLink(TM) programmer with Remote View(TM).

 

Medtronic further solidified its market-leading heart failure franchise in the fourth quarter, with strong revenue gains and a number of milestones that firmly established Medtronic’s tri-chamber therapies as the products of choice. Worldwide revenues for the full suite of Medtronic heart failure products continued to accelerate through the fourth quarter - after two-and-a-half quarters of U.S. market release, sales led by the InSync are currently annualizing at about $300 million. Momentum in Medtronic’s heart failure business continued throughout the quarter, including a favorable U.S. Food and Drug Administration (FDA) panel meeting for the InSync® ICD, the peer-presentation of MIRACLE ICD data at the annual American College of Cardiology (ACC) meeting, the first implant of Medtronic’s fourth-generation heart failure device, the InSync Marquis(TM), and the FDA approval of the Attain(TM) Over-The-Wire (OTW) left-heart lead. Anticipated highlights for the first quarter include FDA approval of the InSync ICD and the publication of MIRACLE results in the peer-reviewed New England Journal of Medicine.

 

Medtronic Physio-Control posted revenue growth of 16 percent for the year and 8 percent for the quarter. The business recently introduced its next-generation automated external defibrillator

 

2



 

 

(AED), the LIFEPAK®20, for use by both first responders and professionals in hospitals or clinics. Medtronic expects to launch its next-generation AED for the commercial market, the LIFEPAK® CR Plus, during the first quarter.

 

Vascular Business

 

Vascular posted annual revenues of $902.3 million and quarterly revenues of $206.3 million. While growth versus last year’s fourth quarter was down 16 percent, growth was up 10 percent sequentially from the third quarter, with solid contributions from the worldwide sale of stent grafts for the treatment of abdominal aortic aneurysms (AAA). Earlier this month, the business announced a series of strategic decisions that will further streamline and strengthen the business going forward, including the global consolidation of its operations and the signing of agreements with Abbott Laboratories that will fuel the company’s entry into the drug-eluting stent market.

 

The business continues to build momentum and further expand its product lines, most recently with the U.S. introductions of the Stormer(TM) Over-The-Wire (OTW) balloon catheter and the Bridge(TM) Assurant(TM) peripheral stent. To further expand its offering of distal protection devices in a range of vascular interventions, Medtronic also recently announced the start of the EMERALD clinical trial, which will examine the use of distal protection during percutaneous intervention in patients who have experienced acute myocardial infarctions (AMIs).

 

Clinical trials are already underway to evaluate its next-generation coronary stent system, the Driver(TM). Medtronic also expects to begin clinical trials of its novel, single-operator balloon catheter and stent delivery system this summer. Also, clinical trials using Abbott’s proprietary immunosuppression drug ABT-578 (a rapamycin analogue) with Medtronic stents are slated to begin by the end of this calendar year.

 

Cardiac Surgery Business

 

Reflecting continued growth in the practice of beating heart bypass surgery and continued preference for tissue heart valves, Cardiac Surgery posted record worldwide revenues of $519.0 million for the year and $143.9 million for the fourth quarter, representing 9 and 10 percent growth respectively, over the same periods last year.

 

Strong market acceptance of Medtronic products fueled robust growth in the Cardiac Surgery Technologies (CST) segment. U.S. physicians embraced the Cardioblate(TM) Ablation System, which was launched at the end of January and marketed throughout the fourth quarter. In addition, the business recently introduced its next-generation heart positioner, the Starfish(TM)2, which uses suction technology to gently lift and position the beating heart to expose coronary arteries on any of its surfaces. Furthering its investment in the beating-heart surgery arena, Medtronic also announced an exclusive distribution agreement with Ventrica for its MVP(TM) (Magnetic Vascular Positioner), a proprietary method for creating a suture-less vessel anastomosis.

 

3



 

Worldwide revenues for the heart valves product line were up 19 percent for both the quarter and the year. Growth reflected continued surgeon and patient preference for tissue heart valve replacement, as well as increased adoption of heart valve repair. During the quarter, Medtronic also continued to enroll patients worldwide for clinical trials in support of its ADVANTAGE(TM) mechanical heart valve.

 

Neurological and Diabetes Business

 

Driven by accelerating sales of therapies for the treatment of movement disorders, urological disorders and diabetes, the Neurological and Diabetes business reported annual revenues of $1.025 billion and quarterly revenues of $320.0 million, an increase of 60 percent and 79 percent, respectively. Excluding Diabetes, annual revenues in the sector increased 16 percent to $744.4 million and quarterly revenues increased 19 percent to $211.9 million.

 

Core Neurological growth was driven by the full-scale U.S. launch of Activa® Parkinson’s Control Therapy and continued market growth for implantable infusion systems to treat spasticity. Neurologic Technologies growth was supported by the commercial launch of the Strata(TM) valve, a new medical device used in the treatment of hydrocephalus.

 

The quarter also saw the completion of the VidaMed acquisition and the firm establishment of Medtronic’s growing Gastroenterology and Urology franchise. Continued strong demand for InterStim® Therapy for incontinence contributed to the quarter’s performance. Yesterday, Medtronic introduced the Bravo(TM) pH monitoring system, a “catheter-free” diagnostic system that allows for the measurement of esophageal pH levels in patients experiencing or suspected of having gastroesophageal reflux disease (GERD).

 

Revenues for Diabetes were up about 24 percent, compared to the same period a year ago when MiniMed, Inc. was a stand-alone company. Quarterly results reflected the full U.S. launch of the Paradigm(TM) insulin infusion pump, which is the smallest full-featured pump available and offers many features that make it easier for people to use. Because pump therapy is more predictable than injections of longer-acting insulin, it helps diabetes patients to better control their glucose levels within a near-normal range, offering both short- and long-term health benefits.

 

Spinal and ENT

 

The Spinal and ENT business posted $1.021 billion in worldwide revenues for the year and $289.7 million for the quarter, an increase of 24 percent and 25 percent, respectively. Growth for the business has exceeded 20 percent each quarter since the company acquired Sofamor Danek (13 quarters).

 

Reflecting the continued move towards minimally invasive therapies for a range of spinal disorders, the Spinal business posted growth in excess of 25 percent in the quarter. This reflected the strength of the thoracolumbar segment, Medtronic’s largest spine product line, and the popularity of the TSRH-3D system and the CD HORIZON® SEXTANT(TM) Spinal System,

 

4



 

which was introduced during the quarter. Looking forward, Medtronic expects to receive FDA approval for its InFUSE(TM) Bone Graft for spinal fusion within the next several months.

 

The ENT portion of the business continued its steady growth with revenues for the quarter up 15 percent, while revenues for the image-guided surgery business were up 11 percent.

 

Webcast Information

 

Medtronic will host a webcast today, May 22, 2002, at 4:30 p.m. (EDT) (3:30 p.m. CDT), to provide more information about its businesses for the public, analysts and the media. This quarterly presentation will be webcast through the company’s website at www.medtronic.com/corporate/invest.html. Replay will be available until midnight CST on May 29, 2002.

 

Medtronic, Inc., headquartered in Minneapolis, is the world’s leading medical technology company, providing lifelong solutions for people with chronic disease. Its Internet address is www.medtronic.com.

 

Any statements made about the company’s anticipated financial results and regulatory approvals are forward-looking statements subject to risks and uncertainties such as those described in Medtronic’s Annual Report on Form 10-K for the year ended April 27, 2001. Actual results may differ materially from anticipated results.

 

 

Contact:

 

Rachael Scherer, Investor Relations, 763-505-2694

 

Kevin Lee, Investor Relations, 763-505-2695

 

Jessica Stoltenberg, , Public Relations, 763-505-3333

 

Chris Campbell-Loth, Public Relations, 763-505-2633

 

5



 

MEDTRONIC, INC.

 

CONSOLIDATED STATEMENT OF EARNINGS

(Unaudited)

(in millions, except per share data)

 

 

 

Three months ended

April 26, 2002

 

Three months ended

April 27, 2001

 

 

 

Before Non-

Recurring

Charges

 

Non-

Recurring

Charges

 

Reported

 

Before

Non-Recurring

Charges

 

Non-

Recurring

Charges

 

Reported

 

Net sales

 

$

1,791.5

 

 

$

1,791.5

 

$

1,517.9

 

$

 

$

1,517.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

456.8

 

 

456.8

 

389.0

 

8.4

 

397.4

 

Research and development expense

 

169.5

 

 

169.5

 

149.6

 

 

149.6

 

Selling, general, and administrative expense

 

545.3

 

 

545.3

 

455.4

 

 

455.4

 

Special charges

 

 

189.2

 

189.2

 

 

307.5

 

307.5

 

Purchased in-process research and development

 

 

 

 

 

 

 

Other (income)/expense

 

3.4

 

 

3.4

 

15.7

 

 

15.7

 

Interest (income)/expense

 

4.9

 

 

4.9

 

(29.9

)

 

(29.9

)

Total costs and expenses

 

1,179.9

 

189.2

 

1,369.1

 

979.8

 

315.9

 

1,295.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

611.6

 

(189.2

)

422.4

 

538.1

 

(315.9

)

222.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

189.6

 

(68.1

)

121.5

 

174.5

 

(102.3

)

72.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

422.0

 

$

(121.1

)

$

300.9

 

$

363.6

 

$

(213.6

)

$

150.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35

 

$

(0.10

)

$

0.25

 

$

0.30

 

$

(0.18

)

$

0.12

 

Diluted

 

$

0.34

 

$

(0.10

)

$

0.25

 

$

0.30

 

$

(0.17

)

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

1,214.4

 

 

 

1,214.4

 

1,208.9

 

 

 

1,208.9

 

Diluted

 

1,226.7

 

 

 

1,226.7

 

1,223.3

 

 

 

1,233.3

 

 

6



 

MEDTRONIC, INC.

 

CONSOLIDATED STATEMENT OF EARNINGS

(Unaudited)

(in millions, except per share data)

 

 

 

Twelve months ended

April 26, 2002

 

Twelve months ended

April 27, 2001

 

 

 

Before Non-

Recurring

Charges

 

Non-

Recurring

Charges

 

Reported

 

Before Non-

Recurring

Charges

 

Non-

Recurring

Charges

 

Reported

 

Net Sales

 

$

6,410.8

 

$

 

$

6,410.8

 

$

5,551.8

 

$

 

$

5,551.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

1,652.7

 

 

1,652.7

 

1,402.2

 

8.4

 

1,410.6

 

Research and development expense

 

646.3

 

 

646.3

 

577.6

 

 

577.6

 

Selling, general, and administrative expense

 

1,962.8

 

 

1,962.8

 

1,685.2

 

 

1,685.2

 

Special charges

 

 

290.8

 

290.8

 

 

338.8

 

338.8

 

Purchased in-process research and development

 

 

293.0

 

293.0

 

 

 

 

Other (income)/expense

 

34.4

 

 

34.4

 

64.4

 

 

64.4

 

Interest (income)/expense

 

(25.4

)

32.0

 

6.6

 

(74.2

)

 

(74.2

)

Total costs and expenses

 

4,270.8

 

615.8

 

4,886.6

 

3,655.2

 

347.2

 

4,002.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

2,140.0

 

(615.8

)

1,524.2

 

1,896.6

 

(347.2

)

1,549.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

662.8

 

(122.6

)

540.2

 

614.5

 

(111.1

)

503.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

1,477.2

 

$

(493.2

)

$

984.0

 

$

1,282.1

 

$

(236.1

)

$

1,046.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.22

 

$

(0.41

)

$

0.81

 

$

1.07

 

$

(0.20

)

$

0.87

 

Diluted

 

$

1.21

 

$

(0.40

)

$

0.80

 

$

1.05

 

$

(0.19

)

$

0.85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

1,211.6

 

 

 

1,211.6

 

1,203.0

 

 

 

1,203.0

 

Diluted

 

1,224.4

 

 

 

1,224.4

 

1,226.0

 

 

 

1,226.0

 

 

7


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