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, 1998.
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
As of November 30, 1998, the registrant had 112,314,427 common shares
outstanding.
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 5-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
Part II. Other Information 11-12
Signatures 13
Index to Exhibits 14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of November 30, 1998 and May 31, 1998
(in thousands)
ASSETS
November 30, May 31,
1998 1998
------------ -------
Current assets:
Cash and cash equivalents $ 114,989 $ 117,089
Investments 46,516 31,618
Accounts and notes receivable, net 203,306 188,800
Inventories 202,023 186,535
Prepaid expenses and other 41,084 46,750
------- -------
Total current assets 607,918 570,792
------- -------
Property, plant and equipment, at cost 250,304 227,056
Less, Accumulated depreciation 98,198 87,284
------- -------
Property, plant and equipment, net 152,106 139,772
------- -------
Investments 97,102 73,175
Excess acquisition cost over fair value
of acquired net assets, net 52,051 52,248
Intangible assets, net 8,463 9,012
Other assets 4,792 3,740
------- -------
Total assets $ 922,432 $ 848,739
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of November 30, 1998 and May 31, 1998
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31,
1998 1998
------------ -------
Current liabilities:
Short-term borrowings $ 5,115 $ 6,345
Accounts payable 16,159 16,581
Accrued income taxes 16,048 5,873
Accrued wages and commissions 15,939 16,393
Other accrued expenses 49,265 52,867
------- -------
Total current liabilities 102,526 98,059
Long-term liabilities:
Deferred federal income taxes 8,816 9,345
Other liabilities 324 685
------- -------
Total liabilities 111,666 108,089
------- -------
Contingencies (Note 6)
Minority interest 77,618 73,232
------- -------
Shareholders' equity:
Common shares 76,694 75,712
Additional paid-in capital 19,209 19,209
Retained earnings 640,955 584,920
Accumulated other comprehensive income:
Net unrealized appreciation of
available-for-sale securities 1,310 1,742
Cumulative translation adjustment (5,020) (14,165)
------- -------
Total shareholders' equity 733,148 667,418
------- -------
Total liabilities and shareholders' equity $ 922,432 $ 848,739
======= =======
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, 1998 and 1997
(in thousands, except per share data)
Six Months Ended Three Months Ended
November 30, November 30,
---------------- ------------------
1998 1997 1998 1997
---- ---- ---- ----
Net sales $360,004 $306,111 $183,340 $156,582
Cost of sales 109,102 95,233 55,585 48,611
------- ------- ------- -------
Gross profit 250,902 210,878 127,755 107,971
Selling, general and
administrative expenses 123,979 107,743 63,100 54,873
Research and development expense 17,254 11,648 9,162 5,762
------- ------- ------- -------
Operating income 109,669 91,487 55,493 47,336
Other income, net 7,419 3,827 4,575 1,501
------- ------- ------- -------
Income before income taxes
and minority interest 117,088 95,314 60,068 48,837
Provision for income taxes 43,214 35,291 22,118 18,075
------- ------- ------- -------
Income before minority interest 73,874 60,023 37,950 30,762
Minority interest 4,386 -- 2,056 --
------- ------- ------- -------
Net income $ 69,488 $ 60,023 $ 35,894 $ 30,762
======= ======= ======= =======
Earnings per share:
Basic $.62 $.54 $.32 $.28
==== ==== ==== ====
Diluted $.61 $.53 $.32 $.27
==== ==== ==== ====
Shares used in the computation
of earnings per share:
Basic 112,184 111,519 112,258 111,519
======= ======= ======= =======
Diluted 113,564 112,489 113,651 113,007
======= ======= ======= =======
Cash dividends per common share $.12 $.11 $ -- $ --
==== ==== ==== ====
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, 1998 and 1997
(in thousands)
1998 1997
---- ----
Cash flows from (used in) operating activities:
Net income $ 69,488 $ 60,023
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 9,531 7,215
Amortization 4,161 2,779
Gain on sale of investments, net (1,054) (523)
Minority interest 4,386 --
Deferred federal income taxes (242) --
Changes in current assets and liabilities,
excluding effects of acquisitions:
Accounts and notes receivable, net (12,842) (12,527)
Inventories (13,735) (5,019)
Prepaid expenses and other 7,444 (1,767)
Accounts payable (1,404) 351
Accrued income taxes 9,921 4,357
Accrued wages and commissions (507) 986
Other accrued expenses (4,764) 5,290
------- ------
Net cash from operating activities 70,383 61,165
------- ------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 24,171 13,083
Purchases of investments (62,648) (21,288)
Capital expenditures (19,374) (16,359)
Acquisitions, net of cash acquired (1,075) (13,152)
Increase in other assets (1,976) (1,569)
Other 13 (188)
------- ------
Net cash used in investing activities (60,889) (39,473)
------- ------
Cash flows from (used in) financing activities:
Increase in short-term borrowings, net 2,166 936
Issuance of common shares 982 853
Cash dividends (13,453) (12,256)
------- ------
Net cash used in financing activities (10,305) (10,467)
------- ------
Effect of exchange rate changes on cash (1,289) 1,161
------- ------
Increase (decrease) in cash and cash equivalents (2,100) 12,386
Cash and cash equivalents, beginning of year 117,089 82,034
------- -------
Cash and cash equivalents, end of period $114,989 $ 94,420
======= =======
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 subsidiaries (individually 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, 1998 are not necessarily indicative of the results that may
be expected for the fiscal year ending May 31, 1999. For further information,
refer to the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended May 31. 1998.
The accompanying consolidated balance sheet at May 31, 1998, 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, 1998 and May 31, 1998 are as follows:
November 30, May 31,
1998 1998
------------ -------
(in thousands)
Raw materials $ 26,881 $ 26,172
Work-in-process 23,378 24,036
Finished goods 79,064 78,552
Consigned inventory 72,700 57,775
-------- --------
$202,023 $186,535
======== ========
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 benefits relating to
operations in Puerto Rico, tax-exempt income and tax credits.
NOTE 4: COMMON SHARES.
During the six months ended November 30, 1998, the Company issued 271,407 Common
Shares upon the exercise of outstanding stock options for proceeds aggregating
$982,000.
NOTE 5: COMPREHENSIVE INCOME.
Effective June 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income". This Statement establishes
standards for reporting and display of comprehensive income and its components.
Other comprehensive income includes foreign currency translation adjustments and
unrealized appreciation of available-for-sale securities, net of taxes. Other
comprehensive income for the three months ended November 30, 1998 and 1997 was
$9,000 and $7,597, respectively. Other comprehensive income for the six months
ended November 30, 1998 and 1997 was $8,713 and $2,810, respectively. Total
comprehensive income combines reported net income and other comprehensive
income. Total comprehensive income for the three months ended November 30, 1998
and 1997 was $44,894 and $38,359, respectively. Total comprehensive income
for the six months ended November 30, 1998 and 1997 was $78,201 and $62,833,
respectively.
NOTE 6: CONTINGENCIES.
In January 1996, a jury returned a verdict in favor of Raymond
G. Tronzo ("Tronzo") awarding him approximately $55 million in
damages on his patent and state law claims. On October 29, 1996,
the United States District Court for the Southern District of
Florida entered a judgment, which implemented and reduced the
jury verdict, awarding $30.2 million to Tronzo on his state law
claims, including compensatory damages of approximately $7.1
million, punitive damages of $20 million, and prejudgment
interest. The trial court dismissed, with prejudice, Tronzo's
claim based upon unjust enrichment. The trial court denied the
Company's motion challenging the validity of Tronzo's patent.
Tronzo was awarded an additional $6.3 million judgment for
patent infringement, including a fifty percent enhancement based
upon willfulness. The trial court also granted an injunction
prohibiting future manufacture, use, promotion or sale, in the
United States, of the finned version of the Mallory-Head
acetabular cup, the device found to have infringed the Tronzo
patent. In August 1998, the U.S. Court of Appeals for the
Federal Circuit (the "Federal Circuit") struck down the jury
award. The Federal Circuit accepted the Company's position on
all patent issues and found that the patent claims asserted by
Tronzo were invalid and, therefore, could not have been
infringed by the Company. The Federal Circuit upheld the
District Court's findings of liability on Tronzo's state law
claims, however, the Federal Circuit vacated the entire damage
award on the state law claims and remanded the case to the
District Court for further consideration on the state law claims
only, narrowly limiting Tronzo's ability to recover any damages.
As a result of the Federal Circuit's decision, the injunction
previously entered against the Company on the Mallory/Head
finned acetabular cup no longer stands and all damages assessed
against the Company have been vacated. The Company has filed a
motion with the District Court requesting that its $36.6 million
of investments be released from escrow. Tronzo did not object
to the motion and the Company expects a decision from the
District Court in the near future on the escrow release.
On June 2, 1997, the Company announced the entry of a jury
verdict against it in the United States District Court of New
Jersey in an action brought by Orthofix SRL ("Orthofix") against
the Company and its wholly-owned subsidiaries, Electro-Biology,
Inc. ("EBI") and EBI Medical Systems, Inc. ("EBIMS"), (the
"Biomet Group") related to the events surrounding the expiration
of a distribution agreement under which EBIMS distributed
Orthofix's external fixation devices in the United States. The
jury found that, notwithstanding Orthofix's refusal to renew the
distribution agreement, EBIMS's commencement of development
activities of a new external fixation system prior to the
expiration of the contract, constituted a breach of the
distribution agreement. The jury awarded compensatory damages
against the Biomet Group for breach of contract and related
claims of approximately $49 million and punitive damages of $100
million. The jury also concluded that Orthofix breached the
distribution agreement and tortiously interfered with EBIMS's
economic relations, but awarded only nominal damages to the
Biomet Group. With respect to certain non-jury issues, the trial
court entered an order denying Orthofix's motions for enhanced
and/or treble damages and attorneys' fees. The trial court also
granted Orthofix's motion for prejudgment interest, but only on
the compensatory portion of the damages commencing from November
29, 1995. On September 2, 1997, the trial court entered an
amended judgment reducing to $50 million, the $100 million in
punitive damages awarded to Orthofix by the jury. The Company
is appealing the final amended judgment entered against the
Biomet Group to the United States Court of Appeals for the Third
Circuit. The briefing by both parties in the appeal has been
completed and oral arguments were held on October 29, 1998. It
is anticipated that the Third Circuit will issue its final
decision on the appeal sometime in late calendar 1998 or early
calendar year 1999. In connection with the District Court's
final judgment and its order granting a stay of enforcement and
execution of the judgment, the Biomet Group was required to
deliver to an escrow agent investments with a value no less than
$108 million to be held in escrow, invested and disbursed for
the benefit of the plaintiff pending the outcomes of all
appeals. As of November 30, 1998, $91 million has been
delivered to the escrow agent. This amount is restricted under
the terms of the escrow agreement and is included in investments
on the Company's consolidated balance sheet as of November 30,
1998. An additional installment of $17 million is required to
be delivered on December 31, 1998.
Based on the information currently available and advice from
legal counsel, management believes that the trial court's
judgment in the Orthofix case will not be upheld upon appeal.
Therefore, no amounts related to this case have been recorded in
the Company's financial statements, except for estimated legal
costs associated with the appeal process. If the Company is
unsuccessful in its appeal of this case, the ultimate liability
could be material to the operating results in the period such
loss is recognized. The Company's cash, cash equivalents and
investments are adequate to address the payment of any losses
that could ultimately be determined with respect to this case.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF NOVEMBER 30, 1998
The Company's cash and investments increased $36,725,000 to
$258,607,000 at November 30, 1998, despite the $13,453,000 cash
dividend paid during the first quarter.
Cash flows provided by operating activities were $70,383,000 for
the first six months of fiscal 1999 compared to $61,165,000 in
1998. Net income plus depreciation and amortization were the
principal sources of cash from operating activities, offset by
increases in accounts receivable and inventories.
Cash flows used in investing activities were $60,889,000 for the
first six months of fiscal 1999 compared to a use of $39,473,000
in 1998. The primary source of cash flows from investing
activities were sales and maturities of investments offset by
purchases of investments and purchases of capital equipment.
Cash flows used in financing activities were $10,305,000 for the
first six months of fiscal 1999 compared to a use of $10,467,000
in 1998. The primary use of cash flows used in financing
activities for both periods were the cash dividends paid in the
first quarter of each period.
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
capital expenditures, research and development costs and
litigation settlements, if any.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 1998
AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 1997
Effective January 1, 1998, the Company and Merck KGaA,
Darmstadt, Germany ("Merck KGaA") entered into a Joint Venture
Agreement to manufacture and sell orthopedic and biomaterial
products in Europe. The Company and Merck KGaA each contributed
its European orthopedic and biomaterials business operations to
a new entity, BioMer C.V. ("BioMer"). The Company controls
BioMer and, accordingly, consolidates the financial statements
of BioMer for financial reporting purposes and reflects Merck
KGaA's 50% interest as a minority interest. The acquisition of
BioMer was accounted for as a purchase and the operating results
of BioMer are consolidated from the date of acquisition.
Accordingly, the six months ended November 30, 1998 include the
operations of BioMer, while the six months ended November 30,
1997 only include the Company's European business operations.
Net sales increased 18% to $360,004,000 for the six-month period
ended November 30, 1998, from $306,111,000 for the same period
last year. As a result of the formation of BioMer, European net
sales now constitute a larger percentage of the Company's total
net sales. However, because the Company consolidates its European
operations on a one month lag, Europe's vacation period (August)
is included in the second quarter. Therefore, the European
vacation period had more impact on the Company's second quarter
growth rate than in previous years. The Company's U.S.-based
revenue increased 8% to $245,055,000 during the first six
months, while foreign sales increased 46% to $114,949,000.
Biomet's worldwide sales of reconstructive products during the
first six months of fiscal 1999 were $213,376,000, representing
a 17% 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 revision
products and the Alliance Hip System. Sales of fixation
products were $78,341,000 for the first six months of fiscal
1999, representing an 11% increase as compared to the same
period in 1998. Sales of spinal products were $20,819,000 for
the first six months of fiscal 1999, representing a 29% increase
as compared to the same period in 1998. The Company's sales of
other products totaled $47,468,000, representing a 26% increase
over the first six months of fiscal year 1998, primarily as a
result of increased sales of soft good products. The formation of
BioMer positively influenced consolidated and foreign revenues
principally in the reconstructive and other product categories
during the first six months of fiscal year 1999.
Cost of sales decreased as a percentage of net sales to 30.3%
for the first six months of fiscal 1999 from 31.1% last year
primarily as result of increased sales of higher margin
products, increased in-house manufacturing efficiencies,
improved margins realized through acquisitions of international
distributors and the inclusion of BioMer's higher margin
reconstructive products. Selling, general and administrative
expenses decreased as a percentage of net sales to 34.4%,
compared to 35.2% for the first six months of last year. This
reduction is principally the result of the consolidation of the
operations of BioMer and reduced legal costs. Research and
development expenditures increased during the first six months
to $17,254,000 reflecting the addition of the BioMer research
and development projects. Operating income rose 20% from
$91,487,000 for the first six months of fiscal 1998, to
$109,669,000 for the first six months of fiscal 1999. Other
income increased 94% resulting from the increase in the
Company's investable cash and exchange gains reported by BioMer.
The effective income tax rate decreased slightly to 36.9% for
the first six months of fiscal 1999, from 37.0% last year.
These factors resulted in a 16% increase in net income to
$69,488,000 from $60,023,000 for the first six months of fiscal
1999, as compared to the same period in fiscal 1998. Basic and
diluted earnings per share increased 15%, from $.54 to $.62 and
from $.53 to $.61, respectively, for the periods presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 1998
AS COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 1997
Net sales increased 17% to $183,340,000 for the second quarter
of fiscal year 1999, as compared to $156,582,000 for the same
period last year. Operating income increased 17% from
$47,336,000 for the second quarter of fiscal 1998, to
$55,493,000 for the second quarter of fiscal 1999. During the
second quarter, net income increased 17% to $35,894,000 as
compared to $30,762,000 for the same period last year. Basic
earnings per share increased 14% from $.28 per share for the
second quarter of fiscal 1998 to $.32 per share for the same
period of fiscal 1999, while diluted earnings per share
increased 19% from $.27 per share for the second quarter of
fiscal 1998 to $.32 per share in fiscal 1999. 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 MATTERS
The Year 2000 ("Y2K") issue stems from the way dates are
recorded and computed in many computer systems because such
programs use only the last two digits to indicate the year. If
uncorrected, these computer programs will be unable to interpret
dates beyond the year 1999, which could cause computer system
failure or other computer errors, thereby disrupting operations.
The Company understands the importance of being prepared for
Y2K. The Company's objective is to ensure an uninterrupted
transition into Y2K and is progressing in a comprehensive plan
to assure the achievement of that goal. The scope of the
Year 2000 readiness effort includes (1) information
technology ("IT") such as software and hardware; (2) non-IT
systems or embedded technology such as microcontrollers
contained in various manufacturing and lab equipment,
environmental and safety systems, facilities and utilities, and
Company products with date-sensitivity (the vast majority of
the Company's products are not date-sensitive); and (3)
readiness of key second parties, including suppliers, customers,
and key financial institutions. If needed modifications and
conversions are not made on a timely basis, the Year 2000 issue
could have a material adverse affect on the Company's operations.
The majority of the most vital information systems of the
Company located in the United States are now Y2K compliant. The
Company expects that the remainder of the information systems
located in the United States and in subsidiaries outside the
United States will be Y2K compliant by June 1999. The Company
expects to complete compliancy testing and finalize contingency
plans in 1999. The Company is in contact with key suppliers and
financial institutions to assure no interruption in the
relationship between the Company and these important third
parties concerning Y2K compliance issues. If third parties do
not convert their systems in a timely manner, Y2K could have a
material adverse affect on the Company's operations.
The Company is expensing as incurred all costs related to the
assessment and remediation of the Y2K issue. These costs are
being funded through operating cash flows and are not material
to the Company's consolidated financial condition or results of
operations.
PART II. OTHER INFORMATION
Item 1: Legal Proceedings.
In January 1996, a jury returned a verdict in favor of Raymond
G. Tronzo ("Tronzo") awarding him approximately $55 million in
damages on his patent and state law claims. On October 29, 1996,
the United States District Court for the Southern District of
Florida entered a judgment, which implemented and reduced the
jury verdict, awarding $30.2 million to Tronzo on his state law
claims, including compensatory damages of approximately $7.1
million, punitive damages of $20 million, and prejudgment
interest. The trial court dismissed, with prejudice, Tronzo's
claim based upon unjust enrichment. The trial court denied the
Company's motion challenging the validity of Tronzo's patent.
Tronzo was awarded an additional $6.3 million judgment for
patent infringement, including a fifty percent enhancement based
upon willfulness. The trial court also granted an injunction
prohibiting future manufacture, use, promotion or sale, in the
United States, of the finned version of the Mallory-Head
acetabular cup, the device found to have infringed the Tronzo
patent. In August 1998, the U.S. Court of Appeals for the
Federal Circuit (the "Federal Circuit") struck down the jury
award. The Federal Circuit accepted the Company's position on
all patent issues and found that the patent claims asserted by
Tronzo were invalid and, therefore, could not have been
infringed by the Company. The Federal Circuit upheld the
District Court's findings of liability on Tronzo's state law
claims, however, the Federal Circuit vacated the entire damage
award on the state law claims and remanded the case to the
District Court for further consideration on the state law claims
only, narrowly limiting Tronzo's ability to recover any damages.
As a result of the Federal Circuit's decision, the injunction
previously entered against the Company on the Mallory/Head
finned acetabular cup no longer stands and all damages assessed
against the Company have been vacated. The Company has filed a
motion with the District Court requesting that its $36.6 million
of investments be released from escrow. Tronzo did not object
to the motion and the Company expects a decision from the
District Court in the near future on the escrow release.
On June 2, 1997, the Company announced the entry of a jury
verdict against it in the United States District Court of New
Jersey in an action brought by Orthofix SRL ("Orthofix") against
the Company and its wholly-owned subsidiaries, Electro-Biology,
Inc. ("EBI") and EBI Medical Systems, Inc. ("EBIMS"), (the
"Biomet Group") related to the events surrounding the expiration
of a distribution agreement under which EBIMS distributed
Orthofix's external fixation devices in the United States. The
jury found that, notwithstanding Orthofix's refusal to renew the
distribution agreement, EBIMS's commencement of development
activities of a new external fixation system prior to the
expiration of the contract, constituted a breach of the
distribution agreement. The jury awarded compensatory damages
against the Biomet Group for breach of contract and related
claims of approximately $49 million and punitive damages of $100
million. The jury also concluded that Orthofix breached the
distribution agreement and tortiously interfered with EBIMS's
economic relations, but awarded only nominal damages to the
Biomet Group. With respect to certain non-jury issues, the trial
court entered an order denying Orthofix's motions for enhanced
and/or treble damages and attorneys' fees. The trial court also
granted Orthofix's motion for prejudgment interest, but only on
the compensatory portion of the damages commencing from November
29, 1995. On September 2, 1997, the trial court entered an
amended judgment reducing to $50 million, the $100 million in
punitive damages awarded to Orthofix by the jury. The Company
is appealing the final amended judgment entered against the
Biomet Group to the United States Court of Appeals for the Third
Circuit. The briefing by both parties in the appeal has been
completed and oral arguments were held on October 29, 1998. It
is anticipated that the Third Circuit will issue its final
decision on the appeal sometime in late calendar 1998 or early
calendar year 1999. In connection with the District Court's
final judgment and its order granting a stay of enforcement and
execution of the judgment, the Biomet Group was required to
deliver to an escrow agent investments with a value no less than
$108 million to be held in escrow, invested and disbursed for
the benefit of the plaintiff pending the outcomes of all appeals.
As of November 30, 1998, $91 million has been delivered to the
escrow agent. This amount is restricted under the terms of the
escrow agreement and is included in investments on the Company's
consolidated balance sheet as of November 30, 1998. An
additional installment of $17 million is required to be delivered
on December 31, 1998.
Based on the information currently available and advice from
legal counsel, management believes that the trial court's
judgment in the Orthofix case will not be upheld upon appeal.
Therefore, no amounts related to this case have been recorded in
the Company's financial statements, except for estimated legal
costs associated with the appeal process. If the Company is
unsuccessful in its appeal of this case, the ultimate liability
could be material to the operating results in the period such
loss is recognized. The Company's cash, cash equivalents and
investments are adequate to address the payment of any losses
that could ultimately be determined with respect to this case.
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.
------------
DATE: 12/21/98 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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