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, 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
The number of shares outstanding of each of the issuer's classes of common
stock, as of February 28, 1998:
Common Shares - No Par Value 111,951,714 Shares
(Class) (Number of Shares)
Rights to Purchase Common Shares 111,951,714 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 5-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-12
Part II. Other Information 13-14
Signatures 15
Index to Exhibits 16
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of February 28, 1998 and May 31, 1997
(in thousands)
ASSETS
February 28, May 31,
1998 1997
------------ -------
Current assets:
Cash and cash equivalents $ 88,898 $ 82,034
Investments 44,750 41,237
Accounts and notes receivable, net 184,870 162,135
Inventories 180,772 151,523
Prepaid expenses and other 41,152 27,311
------- -------
Total current assets 540,442 464,240
------- -------
Property, plant and equipment, at cost 227,028 152,839
Less, Accumulated depreciation 89,485 61,927
------- -------
Property, plant and equipment, net 137,543 90,912
------- -------
Investments 62,420 44,527
Intangible assets, net 4,812 5,787
Excess acquisition cost over fair value
of acquired net assets, net 54,632 20,306
Other assets 4,058 2,584
------- -------
Total assets $ 803,907 $ 628,356
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of February 28, 1998 and May 31, 1997
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
February 28, May 31,
1998 1997
------------ -------
Current liabilities:
Short-term borrowings $ 7,325 $ 5,568
Accounts payable 17,634 17,140
Accrued income taxes 12,897 12,181
Accrued wages and commissions 13,034 12,232
Other accrued expenses 41,111 25,793
------- -------
Total current liabilities 92,001 72,914
Long-term liabilities:
Deferred federal income taxes 6,864 2,229
Other liabilities 4,451 385
------- -------
Total liabilities 103,316 75,528
------- -------
Contingencies (Note 6)
Minority interest 74,782 --
------- -------
Shareholders' equity:
Common shares 75,144 73,587
Additional paid-in capital 16,001 16,001
Retained earnings 551,474 472,450
Net unrealized appreciation of
available-for-sale securities 1,858 1,040
Cumulative translation adjustment (18,668) (10,250)
------- -------
Total shareholders' equity 625,809 552,828
------- -------
Total liabilities and shareholders' equity $ 803,907 $ 628,356
======= =======
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, 1998 and 1997
(in thousands, except per share amounts)
Nine Months Ended Three Months Ended
February 28, February 28,
----------------- ------------------
1998 1997 1998 1997
---- ---- ---- ----
Net sales $467,079 $427,351 $160,968 $146,164
Cost of sales 145,144 137,692 49,911 46,859
------- ------- ------- -------
Gross profit 321,935 289,659 111,057 99,305
Selling, general and
administrative expenses 164,493 154,900 56,750 52,910
Research and development expense 27,493 17,907 15,845 5,328
------- ------- ------- -------
Operating income 129,949 116,852 38,462 41,067
Other income, net 21,345 6,858 17,518 2,354
------- ------- ------- -------
Income before income taxes
and minority interest 151,294 123,710 55,980 43,421
Provision for income taxes 59,534 46,159 24,243 16,142
------- ------- ------- -------
Net income before
minority interest 91,760 77,551 31,737 16,142
Minority interest 480 -- 480 --
------- ------- ------- -------
Net income $ 91,280 $ 77,551 $ 31,257 $ 27,279
======= ======= ======= =======
Earnings per share, based on
the weighted average number
of shares outstanding during
the periods presented:
Basic $ .82 $ .68 $ .28 $ .24
==== ==== ==== ====
Fully diluted $ .81 $ .66 $ .28 $ .24
==== ==== ==== ====
Weighted average number of shares:
Basic 111,625 114,637 111,625 113,190
======= ======= ======= =======
Fully diluted 112,657 116,892 113,416 115,199
======= ======= ======= =======
Cash dividend per common share $ .11 $ .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, 1998 and 1997
(in thousands)
1998 1997
---- ----
Cash flows from (used in) operating activities:
Net income $ 91,280 $ 77,551
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 11,171 8,316
Amortization 5,791 5,761
Minority interest 480 --
Gain on sale of investments (1,139) (266)
Changes in current assets and liabilities,
excluding effects of acquisitions:
Accounts and notes receivable (14,181) (1,605)
Inventories (5,584) 2,171
Prepaid expenses and other (2,859) (5,811)
Accounts payable (4,479) (4,758)
Accrued income taxes 558 (3,760)
Accrued wages and commissions (286) 67
Other accrued expenses 9,271 2,669
------- ------
Net cash from operating activities 90,023 80,335
------- ------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 24,885 34,528
Purchases of investments (43,735) (18,293)
Capital expenditures (33,954) (11,255)
Acquisitions, net of cash acquired (11,493) (4,667)
Increase in other assets (1,874) (3,062)
Other (254) (280)
------- ------
Net cash used in investing activities (66,425) (3,029)
------- ------
Cash flows from (used in) financing activities:
Increase in short-term borrowings, net 1,935 1,281
Issuance of common shares 1,557 4,822
Cash dividend (12,256) (11,476)
Purchase of common shares -- (83,743)
------- ------
Net cash used in financing activities (8,764) (89,116)
------- ------
Effect of exchange rate changes on cash (7,970) 2,867
------- ------
Increase (decrease) in cash and cash equivalents 6,864 (8,943)
Cash and cash equivalents, beginning of year 82,034 106,068
------- -------
Cash and cash equivalents, end of period $ 88,898 $ 97,125
======= =======
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
(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, 1997 are not
necessarily indicative of the results that may be expected for
the fiscal year ending May 31, 1998. 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. 1997.
The accompanying consolidated balance sheet at May 31, 1997 has
been derived from the audited Consolidated Financial Statements
at that date, but does not include all disclosures required by
generally accepted accounting principles.
The Company has adopted the provisions of SFAS No. 128 "Earnings
Per Share", retroactively for all periods presented. SFAS No.
128 requires the Company to present "basic" and "diluted"
earnings per share. Basic earnings per share is computed by
dividing net income by the weighted average number of shares of
common stock outstanding during the period. Diluted earnings
per share is computed by dividing net income by the weighted
average number of shares of common stock outstanding plus the
dilutive effect of stock options.
NOTE 2: INVENTORIES.
Inventories at February 28, 1998 and May 31, 1997 are as follows:
February 28, May 31,
1998 1997
------------ -------
(in thousands)
Raw materials $24,229 $20,958
Work-in-process 24,326 16,546
Finished goods 83,643 64,992
Consigned inventory 48,574 49,027
-------- --------
$180,772 $151,523
======== ========
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, tax credits and the impact of the
transaction with BioMer (See Note 5).
NOTE 4: COMMON SHARES.
During the nine months ended February 28, 1998 the Company
issued 633,545 Common Shares upon the exercise of outstanding
stock options for proceeds aggregating $1,557,000.
NOTE 5: ACQUISITIONS.
On June 1, 1997, the Company completed the acquisition of one of
its foreign distributors. The purchase price consisted of $13.2
million cash. The excess acquisition cost over fair value of
acquired net assets at the acquisition date approximated $8.5
million. The acquisition has been accounted for using the
purchase method of accounting with the operating results
included in the Company's consolidated financial statements from
the date of acquisition. Pro forma consolidated results of
operations are not presented as the amounts are not materially
different from the Company's historical results.
Effective January 1, 1998, the Company and Merck KGaA,
Darmstadt, Germany ("Merck") entered into a Joint Venture
Agreement ("Agreement") to manufacture and sell orthopedic and
biomaterial products in Europe. Under the terms of the
agreement, the Company and Merck each contributed their European
orthopedic and biomaterials business operations to a new
partnership entity and its wholly-owned holding company. Both
the partnership and holding company (collectively "BioMer") are
organized under the laws of The Netherlands. The Company is the
general partner with a 50% interest and Merck is a limited
partner with a 50% interest. The Company has control of BioMer
through its voting control of the board of directors and,
accordingly, the Company has consolidated the financial
statements of BioMer for financial reporting beginning January 1,
1998 and has shown a minority interest for Merck's 50% interest.
The accounting for the exchange of the Company's European
orthopedic operations for a controlling interest in another
company is addressed in EITF Issue 86-29, "Nonmonetary
Transactions: Magnitude of Boot and the Exceptions to the Use of
Fair Value" and EITF Issue 90-13, "Accounting for Simultaneous
Common Control Mergers". Under this accounting, the Company is
deemed to have sold 50% of its European orthopedic operations,
with purchase consideration being the fair value of the net
assets deemed sold which results in a gain to the Company. The
acquisition of a 50% interest in BioMer is accounted for as a
business combination and the Company is required to adjust to
fair value the acquired Merck net assets to the extent acquired
(i.e., 50%) and the Company's European net assets to the extent
sold (i.e., 50%), with the remainder of the BioMer net assets
reported at historical cost.
The Company is currently completing valuations and other
analyses to determine the fair values of the net assets of each
parties' European business operations. In addition, the Company
has retained specialists to assist in the allocation of purchase
price to the acquired net assets of BioMer. Because of the
complexity of the accounting for these transactions and the time
required to complete the valuations, the amounts have not been
finalized. Accordingly, the gain on the sale of 50% of the
Company's European operations and the purchase accounting adjustments
are based on preliminary estimates; however, management does not
anticipate the final accounting will materially deviate from the
preliminary estimates.
The preliminary estimated fair values of 50% of the Company's
European orthopedic operations, which are deemed to have been
sold to Merck in the formation of BioMer, approximates $48
million which results in a $15.2 million pre-tax gain which is
reported in the quarter ended February 28, 1998. This gain is
subject to final determination of fair value, and adjustments,
if any, will be reported in the Company's fourth quarter results
of operations. Deferred tax expense of $5.3 million was
recognized in conjunction with recording this gain.
The acquisition of BioMer has been accounted for as a purchase
and the operating results of BioMer are consolidated from the
date of acquisition. BioMer has an April 30 fiscal year and,
accordingly, the Company's consolidated financial statements for
the quarter and nine months ended February 28, 1998 include
BioMer's operations from January 1, 1998 to January 31, 1998.
Based upon preliminary fair values of the acquired net assets of
BioMer and preliminary allocation of purchase price, the excess
acquisition cost over fair value of the net tangible assets
aggregates $21.7 million. This excess has been allocated as
follows: $9.8 million to purchased in-process research and
development ("R&D") and $11.9 million to other identified
intangible assets and goodwill to be amortized over 10 to 15
years using the straight-line method. Purchased in-process R&D
includes the value of products that are in the development stage
and are not considered to have reached technological
feasibility. In accordance with applicable accounting rules,
purchased in-process R&D is required to be expensed and,
accordingly, $9.8 million of the acquisition cost was expensed
in the third quarter ended February 28, 1998. No tax benefit
was recorded in connection with writing off the purchased R&D.
Pro forma financial information had BioMer been acquired June 1,
1996 is not presented as it would not be materially different
from the Company's historical results.
NOTE 6: CONTINGENCIES.
In January 1996, a jury returned a verdict in favor of Raymond
G. Tronzo ("Tronzo") awarding him approximately $55 million 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. The U.S.
Court of Appeals for the Federal Circuit (the "Federal Circuit")
denied the Company's motion to stay the injunction pending the
conclusion of the appeal. The Mallory-Head finned acetabular cup
accounted for a relatively small portion 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. The briefing by
both parties in the appeal was completed in the Federal Circuit
in June 1997 and oral arguments were held in September 1997. It
is anticipated that the Federal Circuit will issue its final
decision on the appeal sometime in mid calendar year 1998. In
connection with the District Court's final judgment and its
order granting a stay of enforcement and execution of the
judgment, the Company was required to deliver to an escrow agent
investments with a value no less than $36.6 million to be held
in escrow, invested and disbursed for the benefit of the
plaintiff pending the outcomes of all appeals. The $36.6 million
of investments, which are restricted under the terms of the
escrow agreement, are included in investments on the Company's
consolidated balance sheets as of February 28, 1998 and May 31, 1997.
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. 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 is 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 February 28,
1998, $74 million was 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
February 28, 1998. In addition, two additional installments of $17
million each will be delivered on July 31, 1998 and December 31, 1998.
Based on the information currently available and advice from
legal counsel, management believes that the trial court's
judgments in the Tronzo and Orthofix cases will not be upheld
upon appeal. Therefore, no amounts related to these two cases
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 either, or both, of
these cases, the ultimate liabilities could be material to the
operating results in the period such losses are 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 these two cases.
In October 1997, Biomet, Inc. ("Biomet") received a subpoena
from the United States Department of Health and Human Services,
Office of Inspector General ("HHS/OIG"), in connection with the
possible fraudulent submission of claims for Medicare
reimbursement. The subpoena seeks the production of documents
referring or relating to any of Pennsylvania Hospital and Thomas
Jefferson Hospital, two of Biomet's major hospital customers in
Philadelphia; a physician group practicing under the name
Orthopaedic Reconstructive Associates; and The Rothman
Institute. Biomet also is aware that its distributor servicing
the hospitals has received a similar subpoena. Biomet does not
itself submit claims to or receive reimbursements from Medicare,
but the laws with respect to Medicare reimbursement prohibit any
person from paying or offering to pay any direct or indirect
remuneration intended to induce the purchase of products or
services. Those laws are complex and can be broadly construed
to cover a wide range of financial and business activities.
Biomet has not been advised of the precise subject matter of the
HHS/OIG investigation, but it has long-standing research,
product development, physician training, clinical follow-up and
data collection relationships with the physician group. Biomet
is fully cooperating with HHS/OIG in this matter, and is unable
to predict what action, if any, might be taken in the future by
HHS/OIG as a result of its investigation or what impact, if any,
the outcome of this matter might have on its financial position
or business operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF FEBRUARY 28, 1998
The Company's cash and investments have increased $28,270,000
during the last nine months to $196,068,000 at February 28,
1998, despite the $12,256,000 cash dividend paid during the period.
Cash flows provided by operating activities were $90,023,000 for
the first nine months of fiscal 1998 compared to $80,335,000 in
1997. Net income plus depreciation, amortization and an
increase in other accrued expenses were the principal sources of
cash from operating activities, offset by increases in accounts
receivable and inventories.
Cash flows used in investing activities were $66,425,000 for the
first nine months of fiscal 1998 compared to $3,029,000 in 1997.
The primary uses of cash flows for investing activities were
purchases of investments, purchases of capital equipment and
business acquisitions (See Note 5 of the Notes to Consolidated
Financial Statements) offset by sales and maturities of
investments .
Cash flows used in financing activities were $8,764,000 for the
first nine months of fiscal 1998 compared to $89,116,000 in
1997. The primary use of cash flows for financing activities
was the cash dividend paid in the first quarter. In June 1997,
the Company's Board of Directors declared a cash dividend of
eleven cents ($.11) per share payable to shareholders of record
at the close of business on July 11, 1997. 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 the
first nine months of this fiscal year, the Company did not
purchase any additional Common Shares.
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, purchases
of Common Shares under the repurchase program and litigation
settlements, if any.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 28, 1998
AS COMPARED TO THE NINE MONTHS ENDED FEBRUARY 28, 1997
Net sales increased 9% to $467,079,000 for the nine-month period
ended February 28, 1998, from $427,351,000 for the same period
last year. The Company's U.S.-based revenue increased 9% to
$342,463,000 during the first nine months, while foreign sales
increased 10% to $124,616,000, net of a negative foreign
exchange adjustment of $6,700,000. Biomet's worldwide sales of
reconstructive products during the first nine months of fiscal
1998 were $278,789,000, representing a 10% 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,
the Alliance Hip System and revision products and the inclusion
of one months revenues of BioMer (See Note 5 of the Notes to
Consolidated Financial Statements). Sales of fixation products
were $106,136,000 for the first nine months of fiscal 1998,
representing a 7% increase as compared to the same period in
1997. Sales of spinal products were $25,199,000 for the first
nine months of fiscal 1998, representing an 8% increase as
compared to the same period in 1997. The Company's sales of
other products totaled $56,955,000, representing a 13% increase
over the first nine months of fiscal year 1997, primarily as a
result of increased sales of arthroscopic and soft goods
products and the Indiana Tome Carpal Tunnel Release System.
Cost of sales decreased as a percentage of net sales to 31.1%
for the first nine months of fiscal 1998 from 32.2% last year
primarily as a result of increased sales of higher margin
products, increased in-house manufacturing efficiencies and
improved margins realized through acquisitions of international
distributors. Selling, general and administrative expenses
decreased as a percentage of net sales to 35.2%, compared to
36.2% for the first nine months of last year. This reduction is
principally the result of the consolidation of the operations of
Kirschner into various other subsidiaries and reduced legal
costs. Research and development expenditures increased during
the first nine months to $27,493,000 reflecting the
consolidation of BioMer's research and development expenses, and
the expensing of $9.8 million of purchased in-process research
and development relating to the acquisition of 50% of Merck's
European operations. Operating income rose 11% from
$116,852,000 for the first nine months of fiscal 1997, to
$129,949,000 for the first nine months of fiscal 1998. Other
income increased for the first nine months of fiscal year 1998
as a result of the $15.2 million gain realized of the sale of
50% of Biomet's European operations to Merck in connection with
the formation of BioMer, offset by exchange losses realized on
foreign currency transactions. The effective income tax rate
increased to 39.3% for the current period compared to 37.3% for the
same period in fiscal 1997 due to the expensing of the purchased
in-process research and development not having a tax benefit.
These factors resulted in an 18% increase in net income to
$91,280,000 from $77,551,000 for the first nine months of fiscal
1998 as compared to the same period in fiscal 1997 . Basic
earnings per share increased 21%, from $.68 to $.82 for the
periods presented, while diluted earnings per share increased
23%, from $.66 to $.81 for the periods presented
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 1998
AS COMPARED TO THE THREE MONTHS ENDED FEBRUARY 28, 1997
Net sales increased 10% to $160,968,000 for the third quarter of
fiscal year 1998, as compared to $146,164,000 for the same
period last year. Operating income declined 6% from $41,067,000
for the second quarter of fiscal 1997, to $38,462,000 for the
second quarter of fiscal 1998 due to the expensing of the
purchased in-process research and development. During the third
quarter, net income increased 15% to $31,257,000 as compared to
$27,279,000 for the same period last year. Basic and diluted
earnings per share both increased 17% from $.24 per share for
the second quarter of fiscal 1997, to $.28 per share for the
same period of fiscal 1998. 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.
Effective January 1, 1998, the Company and Merck KGaA,
Darmstadt, Germany ("Merck") entered into a Joint Venture
Agreement ("Agreement") to manufacture and sell orthopedic and
biomaterial products in Europe. Under the terms of the
agreement, the Company and Merck each contributed their European
orthopedic and biomaterials business operations to a new
partnership entity and its wholly-owned holding company. Both
the partnership and holding company (collectively "BioMer") are
organized under the laws of The Netherlands. The Company is the
general partner with a 50% interest and Merck is a limited
partner with a 50% interest. The Company has control of BioMer
through its voting control of the board of directors and,
accordingly, the Company will consolidate the financial
statements of BioMer for financial reporting and show a minority
interest for Merck's 50% interest.
The acquisition of BioMer has been accounted for as a purchase
and the operating results of BioMer are consolidated from the
date of acquisition. BioMer has an April 30 fiscal year and,
accordingly, the Company's consolidated financial statements for
the quarter and nine months ended February 28, 1998 include
BioMer's operations from January 1, 1998 to January 31, 1998.
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 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. The U.S. Court of Appeals for the Federal Circuit (the
"Federal Circuit") denied the Company's motion to stay the
injunction pending the conclusion of the appeal. The
Mallory-Head finned acetabular cup accounted for a relatively
small portion 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. The briefing by both
parties in the appeal was completed in the Federal Circuit in
June 1997 and oral arguments were held in September 1997. It is
anticipated that the Federal Circuit will issue its final
decision on the appeal sometime in mid calendar year 1998. In
connection with the District Court's final judgment and its
order granting a stay of enforcement and execution of the
judgment, the Company was required to deliver to an escrow agent
investments with a value no less than $36.6 million to be held
in escrow, invested and disbursed for the benefit of the
plaintiff pending the outcomes of all appeals. The $36.6 million
of investments, which are restricted under the terms of the
escrow agreement, are included in investments on the Company's
consolidated balance sheets as of February 28, 1998 and May 31, 1997.
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. 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 is 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
February 28, 1998, $74 million was 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 February 28, 1998. In
addition, two additional installments of $17 each million will
be delivered on July 31, 1998 and December 31, 1998.
Based on the information currently available and advice from
legal counsel, management believes that the trial court's
judgments in the Tronzo and Orthofix cases will not be upheld
upon appeal. Therefore, no amounts related to these two cases
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 either, or both, of
these cases, the ultimate liabilities could be material to the
operating results in the period such losses are 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 these two cases.
In October 1997, Biomet, Inc. ("Biomet") received a subpoena
from the United States Department of Health and Human Services,
Office of Inspector General ("HHS/OIG"), in connection with the
possible fraudulent submission of claims for Medicare
reimbursement. The subpoena seeks the production of documents
referring or relating to any of Pennsylvania Hospital and Thomas
Jefferson Hospital, two of Biomet's major hospital customers in
Philadelphia; a physician group practicing under the name
Orthopaedic Reconstructive Associates; and The Rothman
Institute. Biomet also is aware that its distributor servicing
the hospitals has received a similar subpoena. Biomet does not
itself submit claims to or receive reimbursements from Medicare,
but the laws with respect to Medicare reimbursement prohibit any
person from paying or offering to pay any direct or indirect
remuneration intended to induce the purchase of products or
services. Those laws are complex and can be broadly construed
to cover a wide range of financial and business activities.
Biomet has not been advised of the precise subject matter of the
HHS/OIG investigation, but it has long-standing research,
product development, physician training, clinical follow-up and
data collection relationships with the physician group. Biomet
is fully cooperating with HHS/OIG in this matter, and is unable
to predict what action, if any, might be taken in the future by
HHS/OIG as a result of its investigation or what impact, if any,
the outcome of this matter might have on its financial position
or business operations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See Index to Exhibits.
(b) Reports on Form 8-K.
A report on Form 8-K was filed February 16,1998 with respect to
Item 2 of that form.
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: 4/17/98 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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