-----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, Sx7J1RCe/hgtk1YTDuIpOs84C8mKXJrNGB9FPwTOFd6i0zrDm8hg3hQJ/ZWoAnoO syKQIfeCw1pXqC+6f/wGjQ== 0001104659-02-006565.txt : 20021120 0001104659-02-006565.hdr.sgml : 20021120 20021120122844 ACCESSION NUMBER: 0001104659-02-006565 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021118 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021120 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: 02834386 BUSINESS ADDRESS: STREET 1: 710 MEDTRONIC PKWY STREET 2: MS LC300 CITY: MINNEAPOLIS STATE: MN ZIP: 55432 BUSINESS PHONE: 7635144000 8-K 1 j6093_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):  November 18, 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 November 18, 2002, the Registrant issued a press release relating to second quarter earnings.  The full text of the press release is set forth in Exhibit 99 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 November 18, 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:  November 18, 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 November 18, 2002

 

3


EX-99 3 j6093_ex99.htm EX-99

Exhibit 99

 

 

 

Contacts:

 

 

 

Rachael Scherer

 

Jessica Stoltenberg

 

Investor Relations

 

Public Relations

 

763-505-2694

 

763-505-3333

 

 

 

 

 

Kevin Lee

 

Chris Campbell-Loth

 

Investor Relations

 

Public Relations

 

763-505-2695

 

763-505-2633

 

F O R   I M M E D I A T E   R E L E A S E

 

MEDTRONIC REPORTS GREATER THAN 19 PERCENT GROWTH IN

SECOND QUARTER REVENUE AND NET EARNINGS

 

Particularly Strong Performances in Cardiac Rhythm Management and Spinal

Continue to Lead Broad-Based Growth and Momentum

 

                MINNEAPOLIS, November 18, 2002 — Continuing to benefit from new product sales, including implantable resynchronization devices for failing hearts, defibrillators to protect against potentially lethal heart rhythms, and various less invasive approaches for spinal surgery, Medtronic, Inc. (NYSE: MDT), today announced quarterly revenues of $1.891 billion, up 19.1 percent on a constant-currency basis over the $1.571 billion in the comparable period a year ago.  Reflecting the weaker dollar outside of the United States, foreign currency translation, when compared to prior year, had a positive effect of $23.3 million, increasing as-reported second quarter revenue growth to 20.4 percent.

 

                The company announced second quarter pre-charge net earnings of $416.0 million, or $0.34 per diluted share, an increase in pre-charge net earnings of 19.1 percent over the $349.2 million and 17.2 percent above the $0.29 per diluted share recorded in last year’s second quarter.  Net after-tax non-recurring charges of $114.3 million included a required in-process research and development charge incurred as a result of the acquisition of Spinal Dynamics Corporation and a litigation charge partially offset by a reversal for a final adjustment to a previously recognized settlement with a competitor on the rapid exchange delivery system.  These non-recurring charges reduced second quarter as-reported net earnings to $301.7 million, or $0.25 per diluted share, compared to as-reported net earnings of $66.7 million or $0.05 per diluted share in last year’s second quarter.

 

                “Medtronic again experienced strong, broad-based growth, with 20 percent or greater quarterly revenue increases in key market segments including Cardiac Rhythm Management, Neurological,

 



 

Diabetes and Spinal,” said Art Collins, chairman and chief executive officer of Medtronic.  “During the quarter, Medtronic continued to enhance its global leadership position in implantable defibrillators with the sequential increase in quarterly revenues greater than the gains of all competitors combined.  Strong growth in cardiac resynchronization therapies for heart failure was augmented by rapid acceptance of Medtronic’s innovative new INFUSEä Bone Graft for spinal fusion surgery which eliminates the need for a second surgical procedure to harvest bone.”

 

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

 

Cardiac Rhythm Management Business

 

                Spurred by continued robust growth in implantable defibrillator revenues and further gains in the growing heart failure market, Cardiac Rhythm Management achieved quarterly revenues of $904.8 million, a 26 percent increase over the same period one year ago.

 

                The business posted a 56 percent increase in worldwide implantable defibrillator revenues, with sequential quarterly revenue growth being six times the combination of its two nearest competitors and taking 85 percent of the total market’s sequential growth.  This was due to continued market preference for the MarquisÔ DR and the rapid acceptance of the InSyncÒ ICD for heart failure patients at high risk for sudden cardiac arrest.

 

                During the quarter, the business also posted an 8 percent increase in pacing revenues, fueled by further contributions from the KappaÒ 900 pacemaker and strong demand for the InSyncÒ device for heart failure, the market’s only low-power heart failure device.

 

                Taking advantage of its scale and unique ability to meet the demands of the accelerating heart failure market — combined with physician preference for its suite of technologically superior products — Medtronic’s heart failure business is now annualizing well in excess of $500 million, based upon the most recent quarterly run rate.  Medtronic’s unique high- and low-power heart failure offerings continue to expand worldwide, as evidenced by the recent introduction of the InSync MarquisÔ outside of the United States, the start of clinical trials for the InSync III MarquisÔ in Europe and the pending U.S. Food and Drug Administration (FDA) approval of the next-generation InSyncÒ III, which is anticipated during the next few months.

 

                Medtronic Physio-Control posted a 23 percent increase during the quarter, benefiting from strong sales of the LIFEPAKÒ 20, the newest automated external defibrillator/monitor for use by healthcare professionals on patients experiencing sudden cardiac arrest in a hospital or clinic, and the LIFEPAKÒ CR Plus, a new automated external defibrillator (AED) specifically tailored for the consumer market.

 

2



 

Vascular Business

 

                As expected, the Vascular business faced another challenging quarterly growth comparison and posted revenues of $193.6 million, a 21 percent decrease when compared to the same period one year ago.

 

                During the quarter, worldwide regulatory approval was obtained for a novel multi-exchange coronary stent delivery system with ZipperÔ technology.  Limited market release was announced earlier today, and full U.S. market release is slated to take place by the end of the calendar year.  Market release outside of the U.S. is expected during the first half of next calendar year.

 

                Additionally, the business continued to prepare for the start of drug-coated coronary stent clinical trials outside of the U.S. The trials, which will employ Medtronic coronary stents and Abbott Laboratories’ proprietary immunosuppression drug ABT-578 (a rapamycin analogue), are on-track to begin in the near future.

 

Cardiac Surgery Business

 

                Reflecting continued steady growth in the practice of beating heart bypass surgery and preference for tissue heart valves, Cardiac Surgery revenues grew to $133.4 million during the quarter, a 6 percent increase versus the same period one year ago.

 

                Driven by market acceptance of the recently introduced OctopusÒ4 tissue stabilization system, used to facilitate the practice of beating heart bypass surgery, Cardiac Surgery Technologies’ revenues were up approximately 24 percent.  The Octopus4 features added flexibility and a lower profile that improves the surgeon’s access to target arteries on any surface of the heart.

 

                Worldwide revenues for the heart valves product line were up 5 percent, marked by solid double-digit tissue heart valve growth in the United States.  Perfusion Systems’ revenues were up 2 percent for the quarter, despite the continued industry shift toward beating heart procedures.

 

Neurological and Diabetes Businesses

 

                Fueled by strong sales of therapies for movement disorders, urological disorders and diabetes, the Neurological and Diabetes businesses posted quarterly revenues of $336.4 million, a 33 percent increase over the same period one year ago.  Excluding the Diabetes business, revenues in the sector increased 20 percent.

 

                Neurological growth was primarily driven by strong physician interest and continued record sales of ActivaÒ Parkinson’s Control Therapy, along with solid sales growth in both drug delivery and neurostimulation systems.  Additional milestones for the quarter included the publication of clinical

 

3



 

results from a landmark cancer pain trial in the peer-reviewed Journal of Clinical Oncology, and the filing of a pre-market approval application supplement to the FDA for the KinetraÔ neurostimulator, a single device that can be used for bilateral brain stimulation in the treatment of Parkinson’s disease.  Continued preference for the StrataÔ valve used in the treatment of hydrocephalus, along with initial sales of the Legend high-speed surgical drill system, also contributed to the quarter’s performance.

 

                Medtronic’s growing Gastroenterology and Urology business posted significant gains during the quarter, as it further penetrated markets and achieved additional acceptance for the InterStimÒ Therapy for Urinary Control and the EnterraÔ Therapy for the treatment of severe gastroparesis.  Additionally, the TUNAÒ Precision Plus System, used in the treatment of benign prostatic hyperplasia (or “enlarged prostate”), was launched in Europe.

 

                Capitalizing upon the previously announced expansion of the global sales force and the continued strong acceptance of the Paradigmä insulin infusion pump, Diabetes revenues of $118.9 million were up 68 percent for the quarter when compared to the same period a year ago. The comparable growth was approximately 20 percent after adjusting for the benefit of purchase accounting for the MiniMed acquisition in August of the prior year.  The Paradigm pump is expected to launch in Europe by the end of this fiscal year.

 

Spinal and ENT Businesses

 

                Demonstrating continued strength across almost all product segments, the Spinal and Ear, Nose and Throat (ENT) businesses reported quarterly revenues of $322.8 million, which represented a 31 percent increase when compared to revenues one year ago.

 

                Indicative of continued gains in the market for novel and minimally invasive therapies for the treatment of spinal disorders, Spinal revenues grew more than 35 percent. This marks the 15th consecutive quarter of greater than 20 percent growth in this sector.  Driving the quarter’s performance was the continued growth in sales of the LT-CAGEÔ product and rapid adoption of INFUSE Bone Graft for spinal fusion - more than 1,400 spinal surgeons have now been trained on this breakthrough therapy which is becoming the standard of care at leading spine centers.  Strong patient demand and continued physician adoption of the CD-HORIZONÒ SEXTANTÔ Spinal System and the METRxÔ System, both used in the practice of minimally invasive spinal surgery, also contributed to strong revenue growth.  During the quarter, the Spinal Dynamics acquisition was concluded while progress continued in the U.S. clinical evaluation of the Bryan Cervical Disc SystemÒ.

 

4



 

                ENT revenues grew 12 percent in the quarter, reflecting continued market share gains and acceptance of the NIM-ResponseÔ nerve monitor, XPSÒ3000 endoscopic sinus shaver system, and MeroGelâ biomaterials.

 

Webcast Information

 

                Medtronic will host a webcast today, November 18, 2002, at 4:30 p.m. (EST) (3:30 p.m. CST), 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 November 25, 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 26, 2002.  Actual results may differ materially from anticipated results.

 

5



 

MEDTRONIC, INC.

 

CONSOLIDATED STATEMENT OF EARNINGS

(Unaudited)

(in millions, except per share data)

 

 

 

Three months ended

 

Three months ended

 

 

 

October 25, 2002

 

October 26, 2001

 

 

 

Before Non-Recurring

 

Non-Recurring

 

 

 

Before Non-Recurring

 

Non-Recurring

 

 

 

 

 

Charges

 

Charges

 

Reported

 

Charges

 

Charges

 

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,891.0

 

$

-

 

$

1,891.0

 

$

1,571.2

 

$

-

 

$

1,571.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

460.7

 

-

 

460.7

 

405.0

 

-

 

405.0

 

Research and development expense

 

193.5

 

-

 

193.5

 

162.4

 

-

 

162.4

 

Selling, general, and administrative expense

 

598.6

 

-

 

598.6

 

479.2

 

-

 

479.2

 

Special charges

 

-

 

(8.0

)

(8.0

)

-

 

9.1

 

9.1

 

Purchased in-process research and development

 

-

 

114.2

 

114.2

 

-

 

260.3

 

260.3

 

Other (income)/expense

 

45.3

 

-

 

45.3

 

26.8

 

-

 

26.8

 

Interest (income)/expense

 

(1.3

)

-

 

(1.3

)

(15.5

)

25.5

 

10.0

 

Total costs and expenses

 

1,296.8

 

106.2

 

1,403.0

 

1,057.9

 

294.9

 

1,352.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

594.2

 

(106.2

)

488.0

 

513.3

 

(294.9

)

218.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

178.2

 

8.1

 

186.3

 

164.1

 

(12.4

)

151.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

416.0

 

$

(114.3

)

$

301.7

 

$

349.2

 

$

(282.5

)

$

66.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.34

 

$

(0.09

)

$

0.25

 

$

0.29

 

$

(0.23

)

$

0.06

 

Diluted

 

$

0.34

 

$

(0.09

)

$

0.25

 

$

0.29

 

$

(0.23

)

$

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

1,215.6

 

 

 

1,215.6

 

1,210.1

 

 

 

1,210.1

 

Diluted

 

1,223.8

 

 

 

1,223.8

 

1,222.6

 

 

 

1,222.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6



 

MEDTRONIC, INC.

CONSOLIDATED STATEMENT OF EARNINGS

(Unaudited)

(in millions, except per share data)

 

 

 

Six months ended

 

Six months ended

 

 

 

October 25, 2002

 

October 26, 2001

 

 

 

Before Non-Recurring

 

Non-Recurring

 

 

 

Before Non-Recurring

 

Non-Recurring

 

 

 

 

 

Charges

 

Charges

 

Reported

 

Charges

 

Charges

 

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

3,604.9

 

$

-

 

$

3,604.9

 

$

3,026.9

 

$

-

 

$

3,026.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

874.9

 

-

 

874.9

 

783.1

 

-

 

783.1

 

Research and development expense

 

372.9

 

-

 

372.9

 

313.4

 

-

 

313.4

 

Selling, general, and administrative expense

 

1,134.7

 

-

 

1,134.7

 

924.0

 

-

 

924.0

 

Special charges

 

-

 

2.5

 

2.5

 

-

 

71.2

 

71.2

 

Purchased in-process research and development

 

-

 

114.2

 

114.2

 

-

 

260.3

 

260.3

 

Other (income)/expense

 

71.1

 

-

 

71.1

 

27.5

 

-

 

27.5

 

Interest (income)/expense

 

0.2

 

-

 

0.2

 

(36.8

)

25.5

 

(11.3

)

Total costs and expenses

 

2,453.8

 

116.7

 

2,570.5

 

2,011.2

 

357.0

 

2,368.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

1,151.1

 

(116.7

)

1,034.4

 

1,015.7

 

(357.0

)

658.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

345.2

 

4.2

 

349.4

 

324.5

 

(34.0

)

290.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

805.9

 

$

(120.9

)

$

685.0

 

$

691.2

 

$

(323.0

)

$

368.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.66

 

$

(0.10

)

$

0.56

 

$

0.57

 

$

(0.27

)

$

0.30

 

Diluted

 

$

0.66

 

$

(0.10

)

$

0.56

 

$

0.57

 

$

(0.26

)

$

0.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

1,215.6

 

 

 

1,215.6

 

1,209.9

 

 

 

1,209.9

 

Diluted

 

1,224.1

 

 

 

1,224.1

 

1,222.9

 

 

 

1,222.9

 

 

7


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