Business Context and Reporting Period
This Form 8-K was filed by Zimmer Holdings, Inc. on January 15, 2004. The report serves to disseminate a press release announcing that the company expects its fourth quarter 2003 performance to exceed expectations. The filing incorporates the press release by reference under Item 12 of Form 8-K.
Key Financial Metrics
The filing does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it focuses on the methodology for reporting earnings per share (EPS):
- Non-GAAP EPS: The company utilizes a non-GAAP EPS measure to reflect ongoing performance, excluding specific items such as acquisition and integration costs related to the Centerpulse AG acquisition, in-process R&D write-offs, and inventory step-up.
- GAAP EPS: The filing explicitly states that GAAP EPS for the period is not currently determinable because the specific items excluded from the non-GAAP measure have not been finalized.
- Reconciliation: A reconciliation between non-GAAP and GAAP EPS cannot be performed at this time without unreasonable effort.
Material Changes and Outlook
Outlook: Management expects fourth quarter 2003 results to exceed expectations. The non-GAAP measure is used as a guide for budgeting and long-range planning.
Unusual Items and Contingencies: The filing highlights significant one-time costs impacting GAAP results, specifically:
- Acquisition and integration costs related to the recent acquisition of Centerpulse AG.
- In-process R&D write-offs.
- Inventory step-up adjustments.
Future Reporting: The company plans to announce finalized quarter and full-year results, including GAAP EPS and a reconciliation to non-GAAP EPS, on February 9, 2004, after the close of the New York Stock Exchange.
Investor Verification Checklist
- Verify the finalized GAAP EPS and the specific dollar amounts of the Centerpulse AG acquisition costs, R&D write-offs, and inventory step-up when results are released on February 9, 2004.
- Confirm the reconciliation between the non-GAAP EPS provided in the press release and the final GAAP EPS.
- Review the full text of the press release (Exhibit 99(a)) for the specific non-GAAP EPS figures and the detailed definition of excluded items.
- Note that the information in this 8-K is furnished, not filed, and is not incorporated by reference into other SEC filings.