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 November 30, 1996.
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 August 31, 1996:
Common Shares - No Par Value 114,417,695 Shares
(Class) (Number of Shares)
Rights to Purchase Common Shares 114,417,695 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 November 30, 1996 and May 31, 1996
(in thousands)
ASSETS
November 30, May 31,
1996 1996
------------ -------
Current assets:
Cash and cash equivalents $ 112,469 $ 106,068
Marketable securities 31,634 30,834
Accounts and notes receivable, net 160,514 154,055
Inventories 153,119 151,465
Prepaid expenses and other 27,358 20,494
------- -------
Total current assets 485,094 462,916
------- -------
Property, plant and equipment, at cost 144,350 132,697
Less, Accumulated depreciation 58,558 52,533
------- -------
Property, plant and equipment, net 85,792 80,164
------- -------
Marketable securities 27,074 31,159
Intangible assets, net 6,675 7,665
Excess acquisition cost over fair value
of acquired net assets, net 20,549 14,947
Other assets 2,546 1,618
------- -------
Total assets $ 627,730 $ 598,469
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of November 30, 1996 and May 31, 1996
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31,
1996 1996
------------ -------
Current liabilities:
Short-term borrowings $ 4,575 $ 3,358
Accounts payable 14,486 16,667
Accrued income taxes 17,132 11,295
Accrued wages and commissions 10,727 11,460
Other accrued expenses 22,257 19,319
------- -------
Total current liabilities 69,177 62,099
Long-term liabilities:
Deferred federal income taxes 3,609 1,509
Other liabilities 543 791
------- -------
Total liabilities 73,329 64,399
------- -------
Contingencies (Note 6)
Shareholders' equity:
Common shares 74,876 68,376
Additional paid-in capital 14,403 14,410
Retained earnings 464,614 458,193
Net unrealized appreciation of
certain equity securities 1,770 584
Cumulative translation adjustment (1,262) (7,493)
------- -------
Total shareholders' equity 554,401 534,070
------- -------
Total liabilities and shareholders' equity $ 627,730 $ 598,469
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the six and three month periods ended November 30, 1996 and 1995
(in thousands, except earnings per share)
Six Months Ended Three Months Ended
November 30, November 30,
---------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
Net sales $281,187 $260,273 $144,009 $133,046
Cost of sales 90,833 84,829 46,405 43,550
------- ------- ------- -------
Gross profit 190,354 175,444 97,604 89,496
Selling, general and
administrative expenses 101,990 99,498 52,101 48,901
Research and development expense 12,579 12,049 6,061 5,852
------- ------- ------- -------
Operating income 75,785 63,897 39,442 34,743
Other income, net 4,504 5,599 2,153 1,803
------- ------- ------- -------
Income before income taxes 80,289 69,496 41,595 36,546
Provision for income taxes 30,017 26,012 15,410 13,811
------- ------- ------- -------
Net income $ 50,272 $ 43,484 $ 26,185 $ 22,735
======= ======= ======= =======
Earnings per share, based on
the weighted average number
of shares outstanding during
the periods presented $ .44 $ .38 $ .23 $ .20
==== ==== ==== ====
Weighted average number of shares 115,349 115,303 114,962 115,353
======= ======= ======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended November 30, 1996 and 1995
(in thousands)
1996 1995
---- ----
Cash flows from (used in) operating activities:
Net income $ 50,272 $ 43,484
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 5,892 5,997
Amortization 4,524 4,115
Gain on sale of marketable securities, net (108) (2,824)
Changes in current assets and current liabilities,
excluding effects of acquisitions:
Accounts and notes receivable, net (1,708) (7,630)
Inventories 3,535 (9,240)
Prepaid expenses and other (3,829) (1,662)
Accounts payable (4,716) (9,648)
Accrued income taxes 2,594 2,659
Accrued wages and commissions (722) (2,294)
Other accrued expenses 872 (372)
------- ------
Net cash from operating activities 56,606 22,585
------- ------
Cash flows from (used in) investing activities:
Cash proceeds from sales and maturities of
marketable securities 16,836 47,087
Purchases of marketable securities (12,121) (8,984)
Capital expenditures (8,715) (5,877)
Business acquisition, net of cash acquired (4,667) --
Increase in other assets (2,859) (2,399)
Other (239) (952)
------- ------
Net cash from (used in) investing activities (11,765) 28,875
------- ------
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings 1,200 (581)
Issuance of common shares 4,436 507
Purchase of common shares (33,875) (10,406)
Cash dividend paid (11,476) --
------- ------
Net cash used in financing activities (39,715) (10,480)
------- ------
Effect of exchange rate changes on cash 1,275 (968)
------- ------
Increase in cash and cash equivalents 6,401 40,012
Cash and cash equivalents, beginning of year 106,068 34,091
------- ------
Cash and cash equivalents, end of period $112,469 $ 74,103
======= ======
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 six-month period ended November 30, 1996 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 November 30, 1996 and May 31, 1996 are as follows:
November 30, May 31,
1996 1996
------------ -------
(in thousands)
Raw materials $ 22,748 $ 19,643
Work in process 17,420 15,677
Finished goods 66,681 71,974
Consigned inventory 46,270 44,171
------- -------
$153,119 $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 six months ended November 30, 1996, the Company
issued 343,212 Common Shares upon the exercise of outstanding
stock options for proceeds aggregating $2,080,000, issued 177,461
Common Shares for proceeds aggregrating $2,356,000, issued 200,385
Common Shares in connection with a business acquisition (See Note 5)
and purchased 2,129,747 outstanding Common Shares for $33,875,000.
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, but stayed that injunction
pending disposition of the Company's motion before the Federal
Circuit to stay the injunction until the conclusion of the
appeal. 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 NOVEMBER 30, 1996
The Company's cash and investments increased $3,116,000 to
$171,177,000 at November 30, 1996, despite the $33,875,000 and
$11,476,000 cash outlays for Common Shares purchases and the
dividend paid during the first six months.
Cash flows provided by operating activities were $56,606,000 for
the first six months of fiscal 1997 compared to $22,585,000 for
the same period in fiscal 1996. Net income plus depreciation
and amortization were the principal sources of cash from
operating activities.
Cash flows provided by (used in) investing activities were
$(11,765,000) for the first six months of fiscal 1997 compared
to $28,875,000 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 (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 $39,715,000 for the
first six months of fiscal 1997 compared to $10,480,000 for the
first six 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
Common 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. During the first six months, the Company purchased
2,129,747 Common Shares at an aggregate cost of $33,875,000.
Future purchases, if any, will be dependent on market
conditions. In September 1996, the Company's Board of Directors
declared the Company's first ever cash dividend of ten cents
($.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
Common 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 SIX MONTHS ENDED NOVEMBER 30, 1996
AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 1995
Net sales increased 8% to $281,187,000 for the six-month period
ended November 30, 1996, from $260,273,000 for the same period
last year. The Company's U.S.-based revenue increased 6% to
$208,399,000 during the first six months, while foreign sales
increased 13% to $72,788,000. Foreign currency exchange rates
did not have a material impact on sales or earnings during the
first six months. Biomet's worldwide reconstructive device
sales during the first six months of fiscal 1997 were
$170,285,000, representing an 8% increase compared to the first
six 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 $56,307,000 for the first
six months of fiscal 1997, representing a 5% increase as
compared to the same period in 1996. The Company's "other
products" revenues totaled $54,595,000, representing a 10%
increase over the first six months of fiscal year 1996,
primarily as a result of increased sales of Lorenz and fixation
products.
Cost of sales decreased as a percentage of net sales to 32.3%
for the first six months of 1997 compared to 32.6% for the same
period last year. Selling, general and administrative expenses
decreased as a percentage of net sales to 36.3%, compared to
38.2% (37.2% after deducting for the following two items) for
the first six 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 six 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 19% from $63,897,000 for the first six months of
fiscal 1996, to $75,785,000 for the first six months of fiscal
1997, corresponding to the increase in net sales. Other income
decreased $1,095,000 for the first six months of fiscal year
1997 compared to the prior year's first six 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 remained the same at
37.4% for the six-month periods.
These factors resulted in a 16% increase in net income to
$50,272,000 from $43,484,000 for the first six months of fiscal
1997 as compared to the same period in fiscal 1996 . Earnings
per share increased 16%, from $.38 to $.44 for the periods
presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 1996
AS COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 1995
Net sales increased 8% to $144,009,000 for the second quarter of
fiscal year 1997, as compared to $133,046,000 for the same
period last year. Operating income rose 14% from $34,743,000
for the second quarter of fiscal 1996, to $39,442,000 for the
second quarter of fiscal 1997. During the second quarter, net
income increased 15% to $26,185,000 as compared to $22,735,000
for the same period last year. Earnings per share increased 15%
from $.20 per share for the second quarter of fiscal 1996, to
$.23 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 six-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, but stayed that injunction
pending disposition of the Company's motion before the Federal
Circuit to stay the injunction until the conclusion of the
appeal. 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: 1/14/97 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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