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, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission file Number 0-12515.
BIOMET, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1418342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Airport Industrial Park, P.O. Box 587, Warsaw, Indiana 46581-0587
(Address of principal executive offices)
(219) 267-6639
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
The number of shares outstanding of each of the issuer's classes of common
stock, as of November 30, 1997:
Common Shares - No Par Value 111,753,388 Shares
(Class) (Number of Shares)
Rights to Purchase Common Shares 111,753,388 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 5-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Part II. Other Information 12-13
Signatures 14
Index to Exhibits 15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of November 30, 1997 and May 31, 1997
(in thousands)
ASSETS
November 30, May 31,
1997 1997
------------ -------
Current assets:
Cash and cash equivalents $ 94,420 $ 82,034
Investments 45,117 41,237
Accounts and notes receivable, net 174,491 162,135
Inventories 158,941 151,523
Prepaid expenses and other 29,169 27,311
------- -------
Total current assets 502,138 464,240
------- -------
Property, plant and equipment, at cost 176,589 152,839
Less, Accumulated depreciation 73,241 61,927
------- -------
Property, plant and equipment, net 103,348 90,912
------- -------
Investments 50,075 44,527
Intangible assets, net 5,362 5,787
Excess acquisition cost over fair value
of acquired net assets, net 26,986 20,306
Other assets 3,602 2,584
------- -------
Total assets $ 691,511 $ 628,356
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of November 30, 1997 and May 31, 1997
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31,
1997 1997
------------ -------
Current liabilities:
Short-term borrowings $ 6,324 $ 5,568
Accounts payable 17,603 17,140
Accrued income taxes 16,295 12,181
Accrued wages and commissions 13,116 12,232
Other accrued expenses 30,655 25,793
------- -------
Total current liabilities 83,993 72,914
Long-term liabilities:
Deferred federal income taxes 2,493 2,229
Other liabilities 767 385
------- -------
Total liabilities 87,253 75,528
------- -------
Contingencies (Note 6)
Shareholders' equity:
Common shares 74,440 73,587
Additional paid-in capital 16,001 16,001
Retained earnings 520,217 472,450
Net unrealized appreciation of
available-for-sale securities 1,435 1,040
Cumulative translation adjustment (7,835) (10,250)
------- -------
Total shareholders' equity 604,258 552,828
------- -------
Total liabilities and shareholders' equity $ 691,511 $ 628,356
======= =======
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, 1997 and 1996
(in thousands, except per share amounts)
Six Months Ended Three Months Ended
November 30, November 30,
---------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
Net sales $306,111 $281,187 $156,582 $144,009
Cost of sales 95,233 90,833 48,611 46,405
------- ------- ------- -------
Gross profit 210,878 190,354 107,971 97,604
Selling, general and
administrative expenses 107,743 101,990 54,873 52,101
Research and development expense 11,648 12,579 5,762 6,061
------- ------- ------- -------
Operating income 91,487 75,785 47,336 39,442
Other income, net 3,827 4,504 1,501 2,153
------- ------- ------- -------
Income before income taxes 95,314 80,289 48,837 41,595
Provision for income taxes 35,291 30,017 18,075 15,410
------- ------- ------- -------
Net income $ 60,023 $ 50,272 $ 30,762 $ 26,185
======= ======= ======= =======
Earnings per share, based on
the weighted average number
of shares outstanding during
the periods presented $ .54 $ .44 $ .28 $ .23
==== ==== ==== ====
Weighted average number of shares 111,519 115,349 111,519 114,962
======= ======= ======= =======
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, 1997 and 1996
(in thousands)
1997 1996
---- ----
Cash flows from (used in) operating activities:
Net income $ 60,023 $ 50,272
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 7,215 5,892
Amortization 2,779 4,524
Gain on sale of investments (523) (108)
Changes in current assets and liabilities,
excluding effects of acquisitions:
Accounts and notes receivable (12,527) (1,708)
Inventories (5,019) 3,535
Prepaid expenses and other (1,767) (3,829)
Accounts payable 351 (4,716)
Accrued income taxes 4,357 2,594
Accrued wages and commissions 986 (722)
Other accrued expenses 5,290 872
------- ------
Net cash from operating activities 61,165 56,606
------- ------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 13,083 16,836
Purchases of investments (21,288) (12,121)
Capital expenditures (16,359) (8,715)
Acquisitions, net of cash acquired (13,152) (4,667)
Increase in other assets (1,569) (2,859)
Other (188) (239)
------- ------
Net cash used in investing activities (39,473) (11,765)
------- ------
Cash flows from (used in) financing activities:
Increase in short-term borrowings, net 936 1,200
Issuance of common shares 853 4,436
Cash dividend (12,256) (11,476)
Purchase of common shares -- (33,875)
------- ------
Net cash used in financing activities (10,467) (39,715)
------- ------
Effect of exchange rate changes on cash 1,161 1,275
------- ------
Increase in cash and cash equivalents 12,386 6,401
Cash and cash equivalents, beginning of year 82,034 106,068
------- -------
Cash and cash equivalents, end of period $ 94,420 $112,469
======= =======
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, 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.
NOTE 2: INVENTORIES.
Inventories at November 30, 1997 and May 31, 1997 are as follows:
November 30, May 31,
1997 1997
------------ -------
(in thousands)
Raw materials $ 22,305 $ 20,958
Work in process 20,305 16,546
Finished goods 69,374 64,992
Consigned inventory 46,957 49,027
------- -------
$158,941 $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 and tax credits.
NOTE 4: COMMON SHARES.
During the six months ended November 30, 1997 the Company issued
428,803 Common Shares upon the exercise of outstanding stock
options for proceeds aggregating $853,000.
BIOMET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
On November 24, 1997, the Company announced that it had entered
into a definitive agreement providing for the establishment of a
50/50 joint venture for orthopedic products in Europe with Merck
KGaA, of Darmstadt, Germany ("Merck"). Under this agreement,
the Company and Merck will each contribute their existing
European orthopedic operations to the joint venture. Pro forma
sales of the joint venture for the next fiscal year are
anticipated to be approximately $200 million. This venture is
structured to allow the Company to consolidate all of the
venture's revenues and its pro-rata share of the venture's
earnings with its financial results. Merck brings to this
venture an extensive array of chemical, biological,
pharmaceutical and orthopedic technologies and products, while
the Company brings its orthopedic products and technologies
concentrated in total joint replacement. Consummation of the
joint venture transaction is expected to occur in early 1998.
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 early to mid calendar 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 sheet as of November 30 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 Federal Circuit.
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 NOVEMBER 30, 1997
The Company's cash and investments have increased $21,814,000
during the last six months to $189,612,000 at November 30, 1997,
despite the $12,256,000 cash dividend paid during the first quarter.
Cash flows provided by operating activities were $61,165,000 for
the first six months of fiscal 1998 compared to $56,606,000 in
1997. 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 $39,473,000 for the
first six months of fiscal 1998 compared to $11,765,000 in 1997.
The primary uses of cash flows for investing activities were
purchases of investments, purchases of capital equipment and a
business acquisition (See Note 5 of the Notes to Consolidated
Financial Statements) offset by sales and maturities of investments .
Cash flows used in financing activities were $10,467,000 for the
first six months of fiscal 1998 compared to $39,715,000 in 1997.
The primary use of cash flows for financing activities was the
cash dividend paid in the first quarter. In June 1997, the
Company's Board of Directors declared a cash dividend of eleven
cents ($.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 six months of this fiscal year, the Company did not
purchase any additional Common Shares, and has approximately
$38,000,000 under this authorization for future purchases.
Future purchases, if any, will be dependent on market conditions.
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 SIX MONTHS ENDED NOVEMBER 30, 1997
AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 1996
Net sales increased 9% to $306,111,000 for the six-month period
ended November 30, 1997, from $281,187,000 for the same period
last year. The Company's U.S.-based revenue increased 9% to
$227,470,000 during the first six months, while foreign sales
increased 8% to $78,641,000, net of a negative foreign exchange
adjustment of $3,900,000. Biomet's worldwide sales of
reconstructive products during the first six months of fiscal
1998 were $181,684,000, 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 fixation products were
$70,504,000 for the first six months of fiscal 1998,
representing a 9% increase as compared to the same period in
1997. Sales of spinal products were $16,161,000 for the first
six months of fiscal 1998, representing a 6% increase as
compared to the same period in 1997. The Company's sales of
other products totaled $37,762,000, representing a 16% increase
over the first six 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 six months of fiscal 1998 from 32.3% 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
36.3% for the first six 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 decreased during
the first six months to $11,648,000 reflecting the completion or
termination of several research and development projects.
Operating income rose 21% from $75,785,000 for the first six
months of fiscal 1997, to $91,487,000 for the first six months
of fiscal 1998. Other income decreased for the first six months
of fiscal year 1998 compared to the prior year's first six
months as a result of exchange losses realized on foreign
currency transactions. The effective income tax rate decreased
to 37.0% for the current period compared to 37.4% for the same
period in fiscal 1997.
These factors resulted in a 19% increase in net income to
$60,023,000 from $50,272,000 for the first six months of fiscal
1998 as compared to the same period in fiscal 1997 . Earnings
per share increased 23%, from $.44 to $.54 for the periods
presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 1997
AS COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 1996
Net sales increased 9% to $156,582,000 for the second quarter of
fiscal year 1998, as compared to $144,009,000 for the same
period last year. Operating income rose 20% from $39,442,000
for the second quarter of fiscal 1997, to $47,336,000 for the
second quarter of fiscal 1998. During the second quarter, net
income increased 17% to $30,762,000 as compared to $26,185,000
for the same period last year. Earnings per share increased 22%
from $.23 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 six-month period.
OTHER SIGNIFICANT EVENTS.
On November 24, 1997, the Company announced that it had entered
into a definitive agreement providing for the establishment of a
50/50 joint venture for orthopedic products in Europe with Merck
KGaA, of Darmstadt, Germany ("Merck"). Under this agreement,
the Company and Merck will each contribute their existing
European orthopedic operations to the joint venture. Pro forma
sales of the joint venture for the next fiscal year are
anticipated to be approximately $200 million. This venture is
structured to allow the Company to consolidate all of the
venture's revenues and its pro-rata share of the venture's
earnings with its financial results. Merck brings to this
venture an extensive array of chemical, biological,
pharmaceutical and orthopedic technologies and products, while
the Company brings its orthopedic products and technologies
concentrated in total joint replacement. Consummation of the
joint venture transaction is expected to occur in early 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 early to mid calendar 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 sheet as of November 30 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 Federal Circuit.
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. 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: 1/12/98 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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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-END> NOV-30-1997
<CASH> 94420000
<SECURITIES> 45117000
<RECEIVABLES> 180188000
<ALLOWANCES> 5697000
<INVENTORY> 158941000
<CURRENT-ASSETS> 502138000
<PP&E> 176589000
<DEPRECIATION> 73241000
<TOTAL-ASSETS> 691511000
<CURRENT-LIABILITIES> 83993000
<BONDS> 0
<COMMON> 74440000
0
0
<OTHER-SE> 529818000
<TOTAL-LIABILITY-AND-EQUITY> 691511000
<SALES> 306111000
<TOTAL-REVENUES> 306111000
<CGS> 95233000
<TOTAL-COSTS> 214624000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 135000
<INCOME-PRETAX> 95314000
<INCOME-TAX> 35291000
<INCOME-CONTINUING> 60023000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60023000
<EPS-PRIMARY> .54
<EPS-DILUTED> .54
</TABLE>
