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 February 28, 1997.
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.)
Airport Industrial Park, P.O. Box 587, Warsaw, Indiana 46581-0587
(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
The number of shares outstanding of each of the issuer's classes of common
stock, as of February 28, 1997:
Common Shares - No Par Value 111,248,783 Shares
(Class) (Number of Shares)
Rights to Purchase Common Shares 111,248,783 Rights
(Class) (Number of Shares)
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 5-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Part II. Other Information 10
Signatures 11
Index to Exhibits 12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of February 28, 1997 and May 31, 1996
(in thousands)
ASSETS
February 28, May 31,
1997 1996
------------ -------
Current assets:
Cash and cash equivalents $ 97,125 $ 106,068
Marketable securities 21,421 30,834
Accounts and notes receivable, net 158,652 154,055
Inventories 151,909 151,465
Prepaid expenses and other 26,514 20,494
------- -------
Total current assets 455,621 462,916
------- -------
Property, plant and equipment, at cost 144,805 132,697
Less, Accumulated depreciation 59,715 52,533
------- -------
Property, plant and equipment, net 85,090 80,164
------- -------
Marketable securities 25,888 31,159
Intangible assets, net 6,183 7,665
Excess acquisition cost over fair value
of acquired net assets, net 20,003 14,947
Other assets 2,523 1,618
------- -------
Total assets $ 595,308 $ 598,469
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of February 28, 1997 and May 31, 1996
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
February 28, May 31,
1997 1996
------------ -------
Current liabilities:
Short-term borrowings $ 4,309 $ 3,358
Accounts payable 13,952 16,667
Accrued income taxes 7,639 11,295
Accrued wages and commissions 11,425 11,460
Other accrued expenses 23,686 19,319
------- -------
Total current liabilities 61,011 62,099
Long-term liabilities:
Deferred federal income taxes 3,609 1,509
Other liabilities 490 791
------- -------
Total liabilities 65,110 64,399
------- -------
Contingencies (Note 6)
Shareholders' equity:
Common shares 73,143 68,376
Additional paid-in capital 14,371 14,410
Retained earnings 444,350 458,193
Net unrealized appreciation of
certain equity securities 1,663 584
Cumulative translation adjustment (3,329) (7,493)
------- -------
Total shareholders' equity 530,198 534,070
------- -------
Total liabilities and shareholders' equity $ 595,308 $ 598,469
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the nine and three month periods ended February 28, 1997 and 1996
(in thousands, except per share amounts)
Nine Months Ended Three Months Ended
February 28, February 28,
----------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
Net sales $427,351 $393,742 $146,164 $133,469
Cost of sales 137,692 128,702 46,859 43,873
------- ------- ------- -------
Gross profit 289,659 265,040 99,305 89,596
Selling, general and
administrative expenses 154,900 148,063 52,910 48,565
Research and development expense 17,907 17,687 5,328 5,638
------- ------- ------- -------
Operating income 116,852 99,290 41,067 35,393
Other income, net 6,858 7,403 2,354 1,804
------- ------- ------- -------
Income before income taxes 123,710 106,693 43,421 37,197
Provision for income taxes 46,159 39,716 16,142 13,704
------- ------- ------- -------
Net income $ 77,551 $ 66,977 $ 27,279 $ 23,493
======= ======= ======= =======
Earnings per share, based on
the weighted average number
of shares outstanding during
the periods presented $ .68 $ .58 $ .24 $ .20
==== ==== ==== ====
Weighted average number of shares 114,637 115,386 113,190 115,500
======= ======= ======= =======
Cash dividends per common share $ .10 $ -- $ -- $ --
==== ==== ==== ====
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended February 28, 1997 and 1996
(in thousands)
1997 1996
---- ----
Cash flows from (used in) operating activities:
Net income $ 77,551 $ 66,977
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 8,316 8,850
Amortization 5,761 5,912
Gain on sale of marketable securities, net (266) (2,947)
Changes in current assets and current liabilities,
excluding effects of acquisitions:
Accounts and notes receivable, net (1,605) (16,927)
Inventories 2,171 (7,842)
Prepaid expenses and other (5,811) (999)
Accounts payable (4,758) (14,675)
Accrued income taxes (3,760) (3,881)
Accrued wages and commissions 67 (1,785)
Other accrued expenses 2,669 (823)
------- ------
Net cash from operating activities 80,335 31,860
------- ------
Cash flows from (used in) investing activities:
Cash proceeds from sales and maturities of
marketable securities 34,528 58,368
Purchases of marketable securities (18,293) (20,178)
Capital expenditures (11,255) (9,406)
Business acquisition, net of cash acquired (4,667) --
Increase in other assets (3,062) (1,568)
Other (280) (772)
------- ------
Net cash from (used in) investing activities (3,029) 26,444
------- ------
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings 1,281 (627)
Issuance of common shares 4,822 1,156
Purchase of common shares (83,743) (10,406)
Cash dividend paid (11,476) --
------- ------
Net cash (used in) financing activities (89,116) (9,877)
------- ------
Effect of exchange rate changes on cash 2,867 (2,132)
------- ------
Increase (decrease) in cash and cash equivalents (8,943) 46,295
Cash and cash equivalents, beginning of year 106,068 34,091
------- ------
Cash and cash equivalents, end of period $ 97,125 $ 80,386
======= ======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: OPINION OF MANAGEMENT.
The accompanying consolidated financial statements include the
accounts of Biomet, Inc. and its wholly-owned subsidiaries
(individual 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 nine-month period ended February 28, 1997 are not
necessarily indicative of the results that may be expected for
the fiscal year ending May 31, 1997. For further information,
refer to the consolidated financial statements and notes thereto
included in the Company's Annual Report on From 10-K for the
fiscal year ended May 31. 1996.
The accompanying consolidated balance sheet at May 31, 1996, has
been derived from the audited consolidated financial statements
at that date, but does not include all disclosures required by
generally accepted accounting principles.
NOTE 2: INVENTORIES.
Inventories at February 28, 1997 and May 31, 1996 are as follows:
February 28, May 31,
1997 1996
------------ -------
(in thousands)
Raw materials $ 19,899 $ 19,643
Work in process 18,037 15,677
Finished goods 65,352 71,974
Consigned inventory 48,621 44,171
------- -------
$151,909 $151,465
======= =======
NOTE 3: 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-exempt income and tax credits.
NOTE 4: COMMON SHARES.
During the nine months ended February 28, 1997, the Company
issued 417,894 Common Shares upon the exercise of outstanding
stock options for proceeds aggregating $2,466,000, issued
177,461 Common Shares for proceeds aggregating $2,356,000,
issued 200,385 Common Shares in connection with a business
acquisition (See Note 5) and purchased 5,373,341 outstanding
Common Shares for $83,743,000.
NOTE 5: ACQUISITIONS.
On August 1, 1996, the Company completed the acquisition of one
of its foreign distributors. The purchase price consisted of
200,385 Common Shares of the Company, $4.7 million cash and $3.8
million of assumed liabilities. The excess acquisition cost
over fair value of acquired net assets at the acquisition date
approximated $6.8 million. The acquisition has been accounted
for using the purchase method of accounting. Pro forma
consolidated results of operations are not presented as the
amounts are not materially different from the Company's
historical results.
NOTE 6: CONTINGENCIES.
In August 1996 the United States District Court for the Southern
District of Florida entered a judgment on certain state law
claims of Raymond G. Tronzo that were the subject of a previous
jury verdict of approximately $55 million against the Company.
The judgment awarded Tronzo damages of approximately $33.7
million, including compensatory damages of approximately $7.1
million, punitive damages of $20 million and prejudgment
interest of approximately $6.6 million. The trial court
dismissed, with prejudice, Tronzo's claim based upon unjust
enrichment. In November 1996, the trial court upheld the jury's
findings that the Tronzo patent is both valid and infringed and
awarded Tronzo approximately $6.3 million for patent
infringement, including prejudgment interest and a 50%
enhancement of the jury verdict based upon willfulness. The
trial court also reduced the award of prejudgment interest on
the state law claims by approximately $3.5 million.
Accordingly, the total damages assessed against the Company as a
result of the trial court's final judgments on the patent and
state law claims is approximately $36.5 million which the
Company has appealed to the U.S. Court of Appeals for the
Federal Circuit (the "Federal Circuit"). The trial court also
entered an injunction prohibiting the Company from the future
manufacture and sale of the finned version of the Mallory/Head
acetabular cup in the United States. In February 1997, the U.S.
Court of Appeals denied the Company's motion to stay this injuction
pending the conclusion of the Company's appeal of the trial court's
judgement and the injunction became effective. The Mallory/Head finned
acetabular cup accounts for a relatively small portion of the
total sales of Biomet's Mallory/Head System, and represents less
than 1% of the Company's annual sales.
The Company is vigorously pursuing its appeal before the Federal
Circuit on both the patent and state law claims. Based on
information and advice currently available, management believes
the Company has adequate accruals to cover the legal costs and
estimated loss exposure, if any, with respect to this matter,
and the Company's cash and cash equivalents are more than
adequate to address the payment of any loss that may ultimately
be incurred.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF FEBRUARY 28, 1997
Cash outlays during the nine-month period ended February 28,
1997 of $83,743,000 for purchases of the Company's Common
Shares per the share repurchase program and $11,476,000 for the
cash dividend paid in November 1996 have reduced the Company's
cash and investments by $23,627,000 to $144,434,000 at February
28, 1997.
Cash flows provided by operating activities were $80,335,000 for
the first nine months of fiscal 1997 compared to $31,860,000 for
the same period in fiscal 1996. Net income plus depreciation
and amortization, net of changes in current assets and current
liabilities, are generally the principal sources of cash from
operating activities. During the nine months ended February 28,
1997, the Company was also able to increase operating cash flows
by effective management of its working capital. Changes in
working capital items decreased operating cash flows by $11.0
million for the nine months ended February 28, 1997 compared to
$46.9 for the comparable nine-month period in fiscal 1996.
Cash flows provided by (used in) investing activities were
$(3,029,000) for the first nine months of fiscal 1997 compared
to $26,444,000 for the comparable period in fiscal 1996. The
primary uses of cash flows from investing activities were
purchases of marketable securities, purchases of capital
equipment and a business acquisition in fiscal 1997 (See Note 5
of the Notes to Consolidated Financial Statements) offset by the
proceeds from sales and maturities of marketable securities.
Cash flows used in financing activities were $89,116,000 for the
first nine months of fiscal 1997 compared to $9,877,000 for the
first nine months of fiscal 1996. The primary uses of cash
flows from financing activities were the payment of a cash
dividend and purchases of the Company's Common Shares as part of
the share repurchase program. In June 1996, the Company's Board
of Directors authorized the purchase of up to 4,000,000 Common
Shares of the Company in open market or privately negotiated
transactions through the close of business on June 23, 1997.
These shares were purchased during the first nine months of the
current fiscal year for $62,830,000. In January 1997, the
Company's Board of Directors authorized the purchase of up to an
additional $60,000,000 of the outstanding Common Shares of the
Company in open market or privately negotiated transactions
through the close of business on January 28, 1998. During this
quarter, the Company purchased 1,373,341 Common Shares at an
aggregate cost of $20,913,000 under the new authorization.
Future purchases, if any, will be dependent on market
conditions. In September 1996, the Company's Board of Directors
declared the Company's first ever cash dividend of ten cents
($.10) per share to shareholders of record at the close of
business on October 25, 1996.
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 the
share repurchase program, capital expenditures, research and
development costs and the ultimate liabilities, if any,
resulting from the Tronzo litigation.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 28, 1997
AS COMPARED TO THE NINE MONTHS ENDED FEBRUARY 28, 1996
Net sales increased 9% to $427,351,000 for the nine-month period
ended February 28, 1997, from $393,742,000 for the same period
last year. The Company's U.S.-based revenue increased 6% to
$314,406,000 during the first nine months, while foreign sales
increased 15% to $112,945,000. Foreign currency exchange rates
did not have a material impact on sales or earnings during the
first nine months. Biomet's worldwide reconstructive device
sales during the first nine months of fiscal 1997 were
$257,488,000, representing an 8% increase compared to the first
nine months of last year. This increase was primarily a result
of Biomet's continued penetration of the reconstructive device
market led by the Maxim Total Knee System and the Alliance Hip
System. Sales of EBI's products were $85,320,000 for the first
nine months of fiscal 1997, representing a 5% increase as
compared to the same period in 1996. The Company's "other
products" revenues totaled $84,543,000, representing a 13%
increase over the first nine months of fiscal year 1996,
primarily as a result of increased sales of trauma and fixation
products domestically and increased sales of Lorenz, fixation
and spinal products internationally.
Cost of sales decreased as a percentage of net sales to 32.2%
for the first nine months of 1997 compared to 32.7% for the same
period last year. Selling, general and administrative expenses
decreased as a percentage of net sales to 36.2%, compared to
37.6% (36.9% after deducting for the following two items) for
the first nine months of last year. Last year's general and
administrative expenses included $1.6 million related to the
Ramos judgment and $1.0 million in connection with the
restructuring and consolidation of the operations of Kirschner's
reconstructive implant division. This reduction is principally
the result of the consolidation of the operations of Kirschner,
offset by increased legal expenses. The increase in research
and development expenditures during the first nine months
reflects Biomet's commitment to remain competitive through
technological advancements and to capitalize on future
opportunities available within the orthopedic market. Operating
income rose 18% from $99,290,000 for the first nine months of
fiscal 1996, to $116,852,000 for the first nine months of fiscal
1997, corresponding to the increase in net sales. Other income
decreased $545,000 for the first nine months of fiscal year 1997
compared to the prior year's first nine months. Last year's
other income included a gain of $2,500,000 which was realized on
the sale of the Company's holdings in American Medical
Electronics, Inc. in connection with the closing of the Orthofix
International NV and American Medical Electronics, Inc. merger
offset by interest expense of $400,000 related to the Ramos
judgment. The effective income tax rate increased slightly from
37.2% for the first nine months of last year to 37.3% for the
same period this year.
These factors resulted in a 16% increase in net income to
$77,551,000 from $66,977,000 for the first nine months of fiscal
1997 as compared to the same period in fiscal 1996 . Earnings
per share increased 17%, from $.58 to $.68 for the periods
presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 1997
AS COMPARED TO THE THREE MONTHS ENDED FEBRUARY 28, 1996
Net sales increased 10% to $146,164,000 for the third quarter of
fiscal year 1997, as compared to $133,469,000 for the same
period last year. Operating income rose 16% from $35,393,000
for the third quarter of fiscal 1996, to $41,067,000 for the
third quarter of fiscal 1997. During the third quarter, net
income increased 16% to $27,279,000 as compared to $23,493,000
for the same period last year. Earnings per share increased 20%
from $.20 per share for the third quarter of fiscal 1996, to
$.24 per share for the same period of fiscal 1997. 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 nine-month period.
OTHER SIGNIFICANT EVENTS.
Based on the information and advice currently available to it,
management believes that the Company has adequate accruals to
cover legal costs and estimated loss exposure, if any, with
respect to the Tronzo litigation (see Note 6 of Notes to
Consolidated Financial Statements), and that the Company's cash
and cash equivalents are more than adequate to address the
payment of any loss that may ultimately be incurred thereto.
PART II. OTHER INFORMATION
Item 1: Legal Proceedings.
In August 1996 the United States District Court for the Southern
District of Florida entered a judgment on certain state law
claims of Raymond G. Tronzo that were the subject of a previous
jury verdict of approximately $55 million against the Company.
The judgment awarded Tronzo damages of approximately $33.7
million, including compensatory damages of approximately $7.1
million, punitive damages of $20 million and prejudgment
interest of approximately $6.6 million. The trial court
dismissed, with prejudice, Tronzo's claim based upon unjust
enrichment. In November 1996, the trial court upheld the jury's
findings that the Tronzo patent is both valid and infringed and
awarded Tronzo approximately $6.3 million for patent
infringement, including prejudgment interest and a 50%
enhancement of the jury verdict based upon willfulness. The
trial court also reduced the award of prejudgment interest on
the state law claims by approximately $3.5 million.
Accordingly, the total damages assessed against the Company as a
result of the trial court's final judgments on the patent and
state law claims is approximately $36.5 million which the
Company has appealed to the U.S. Court of Appeals for the
Federal Circuit (the "Federal Circuit"). The trial court also
entered an injunction prohibiting the Company from the future
manufacture and sale of the finned version of the Mallory/Head
acetabular cup in the United States. In February 1997, the U.S.
Court of Appeals denied the Company's motion to stay this injunction
pending the conclusion of the Company's appeal of the trail court's
judgement and the injunction became effective. The Mallory/Head finned
acetabular cup accounts for a relatively small portion of the
total sales of Biomet's Mallory/Head System, and represents less
than 1% of the Company's annual sales.
The Company is vigorously pursuing its appeal before the Federal
Circuit on both the patent and state law claims. Based on
information and advice currently available, management believes
the Company has adequate accruals to cover the legal costs and
estimated loss exposure, if any, with respect to this matter,
and the Company's cash and cash equivalents are more than
adequate to address the payment of any loss that may ultimately
be incurred.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See Index to Exhibits.
(b) Reports on Form 8-K. None.
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: 4/04/97 BY: /s/ GREGORY D. HARTMAN
-------- -------------------------
Gregory D. Hartman
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.
(27) Financial data schedules.
(99) No exhibit.
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