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, 1999.
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 February 28, 1999, the registrant had 112,419,357 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 5-8
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 February 28, 1999 and May 31, 1998
(in thousands)
ASSETS
February 28, May 31,
1999 1998
------------ -------
Current assets:
Cash and cash equivalents $ 137,368 $ 117,089
Investments 58,831 31,618
Accounts and notes receivable, net 211,866 188,800
Inventories 202,754 186,535
Prepaid expenses and other 48,916 46,750
--------- -------
Total current assets 659,735 570,792
--------- -------
Property, plant and equipment, at cost 266,565 227,056
Less, Accumulated depreciation 106,644 87,284
--------- -------
Property, plant and equipment, net 159,921 139,772
--------- -------
Investments 121,540 73,175
Excess acquisition costs over fair value
of acquired net assets, net 50,353 52,248
Intangible assets, net 8,249 9,012
Other assets 4,151 3,740
--------- -------
Total assets $1,003,949 $ 848,739
========= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of February 28, 1999 and May 31, 1998
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
February 28, May 31,
1999 1998
------------ -------
Current liabilities:
Short-term borrowings $ 53,362 $ 6,345
Accounts payable 16,562 16,581
Accrued income taxes 18,560 5,873
Accrued wages and commissions 17,550 16,393
Other accrued expenses 40,665 52,867
--------- -------
Total current liabilities 146,699 98,059
Long-term liabilities:
Deferred federal income taxes 9,035 9,345
Other liabilities 324 685
--------- -------
Total liabilities 156,058 108,089
--------- -------
Contingencies (Note 7)
Minority interest 78,102 73,232
--------- -------
Shareholders' equity:
Common shares 76,987 75,712
Additional paid-in capital 19,209 19,209
Retained earnings 678,311 584,920
Accumulated other comprehensive income:
Net unrealized appreciation of
available-for-sale securities 1,823 1,742
Cumulative translation adjustment (6,541) (14,165)
--------- -------
Total shareholders' equity 769,789 667,418
--------- -------
Total liabilities and shareholders' equity $1,003,949 $ 848,739
========= =======
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, 1999 and 1998
(in thousands, except per share data)
Nine Months Ended Three Months Ended
February 28, February 28,
----------------- ------------------
1999 1998 1999 1998
---- ---- ---- ----
Net sales $552,334 $467,079 $192,330 $160,968
Cost of sales 167,735 145,144 58,633 49,911
------- ------- ------- -------
Gross profit 384,599 321,935 133,697 111,057
Selling, general and
administrative expenses 192,384 164,493 68,405 56,750
Research and development expense 26,100 27,493 8,846 15,845
------- ------- ------- -------
Operating income 166,115 129,949 56,446 38,462
Other income, net 10,416 21,345 2,997 17,518
------- ------- ------- -------
Income before income taxes
and minority interest 176,531 151,294 59,443 55,980
Provision for income taxes 64,816 59,534 21,602 24,243
------- ------- ------- -------
Income before minority interest 111,715 91,760 37,841 31,737
Minority interest 4,870 480 484 480
------- ------- ------- -------
Net income $106,845 $ 91,280 $ 37,357 $ 31,257
======= ======= ======= =======
Earnings per share:
Basic $.95 $.82 $.33 $.28
==== ==== ==== ====
Diluted $.94 $.81 $.33 $.28
==== ==== ==== ====
Shares used in the computation
of earnings per share:
Basic 112,242 111,625 112,361 111,625
======= ======= ======= =======
Diluted 113,426 112,657 113,815 113,416
======= ======= ======= =======
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 nine months ended February 28, 1999 and 1998
(in thousands)
1999 1998
---- ----
Cash flows from (used in) operating activities:
Net income $106,845 $ 91,280
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 14,871 11,171
Amortization 6,204 5,791
Gain on sale of investments, net (1,148) (1,139)
Minority interest 4,870 480
Deferred federal income taxes (310) --
Changes in current assets and liabilities,
excluding effects of acquisitions:
Accounts and notes receivable, net (21,920) (14,181)
Inventories (15,685) (5,584)
Prepaid expenses and other (493) (2,859)
Accounts payable (77) (4,479)
Accrued income taxes 13,727 558
Accrued wages and commissions 1,386 (286)
Other accrued expenses (10,559) 9,271
------- ------
Net cash from operating activities 97,711 90,023
------- ------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 25,478 24,885
Purchases of investments (99,779) (43,735)
Capital expenditures (33,814) (33,954)
Acquisitions, net of cash acquired (1,182) (11,493)
Increase in other assets (2,238) (1,874)
Other 15 (254)
------- ------
Net cash used in investing activities (111,520) (66,425)
------- ------
Cash flows from (used in) financing activities:
Increase in short-term borrowings, net 45,549 1,935
Issuance of common shares 1,275 1,557
Cash dividends (13,453) (12,256)
------- ------
Net cash from (used in) financing activities 33,371 (8,764)
------- ------
Effect of exchange rate changes on cash 717 (7,970)
------- ------
Increase in cash and cash equivalents 20,279 6,864
Cash and cash equivalents, beginning of year 117,089 82,034
------- -------
Cash and cash equivalents, end of period $137,368 $ 88,898
======= =======
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 nine-month period
ended February 28, 1999 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 February 28, 1999 and May 31, 1998 are as follows:
February 28, May 31,
1999 1998
------------ -------
(in thousands)
Raw materials $ 26,449 $ 26,172
Work-in-process 25,131 24,036
Finished goods 82,151 78,552
Consigned inventory 69,023 57,775
-------- --------
$202,754 $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 nine months ended February 28, 1999, the Company
issued 376,337 Common Shares upon the exercise of outstanding
stock options for proceeds aggregating $1,275,000.
NOTE 5: COMPREHENSIVE INCOME.
Effective June 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130 "Reporting Comprehensive
Income." This standard 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 (loss) for
the three months ended February 28, 1999 and 1998 was $(1,008)
and $(10,410), respectively. Other comprehensive income (loss)
for the nine months ended February 28, 1999 and 1998 was $7,705
and $(7,600), respectively. Total comprehensive income combines
reported net income and other comprehensive income. Total
comprehensive income for the three months ended February 28,
1999 and 1998 was $36,349 and $20,847, respectively. Total
comprehensive income for the nine months ended February 28, 1999
and 1998 was $114,550 and $83,680, respectively.
NOTE 6: SHORT-TERM DEBT.
During the third quarter, BioMer C.V. (through its wholly owned
financing subsidiary, Biomet Merck B.V.) obtained a $50,000,000
unsecured line of credit at a major European bank for Biomet's
European operations. At February 28, 1999, the Company had
$45,500,000 outstanding on this line of credit. The interest
rate is at the lender's interbank rate plus .4% (effective rate
of 3.53% at February 28, 1999).
NOTE 7: 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 mid 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 February
28, 1999, $108 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 February 28, 1999.
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 FEBRUARY 28, 1999
For the nine-month period ended February 28, 1999, the Company's
cash and investments have increased $95,857,000 to $317,739,000,
despite the $13,453,000 cash dividend paid during the first
quarter. The increase in cash balances this quarter was the result
of short-term borrowings of Biomet Merck B.V., which were used
to reduce intercompany debt. This reduced the Company's
exposure to foreign currency exchange losses on the intercompany
debt and took advantage of the interest rate spread between
current interest rate returns on domestic investments and
interest rates on international borrowings.
Cash flows provided by operating activities were $97,711,000 for
the first nine months of fiscal 1999 compared to $90,023,000 in
1998. Net income plus depreciation and amortization and an
increase in accrued income taxes were the principal sources of
cash from operating activities, offset by increases in accounts
receivable and inventories and a decrease in other accrued expenses.
Cash flows used in investing activities were $111,520,000 for
the first nine months of fiscal 1999 compared to a use of
$66,425,000 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 from financing activities were $33,371,000 for the
first nine months of fiscal 1999 compared to a use of $8,764,000
in 1998. The primary source of cash flows from financing
activities was the short-term borrowings of Biomet Merck B.V. as
noted above. The primary use of cash flows from financing
activities was the cash dividend paid in the first quarter. In
June 1998, the Company's Board of Directors declared a cash
dividend of twelve cents ($.12) per share payable to
shareholders of record at the close of business on July 10,
1998.
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 NINE MONTHS ENDED FEBRUARY 28, 1999
AS COMPARED TO THE NINE MONTHS ENDED FEBRUARY 28, 1998
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 nine months ended February 28, 1999 include the
operations of BioMer, while the nine months ended February 28,
1998 included one month of BioMer's operations and eight month's
of the Company's European business operations prior to the
addition of Merck KgaA's European business operations.
Net sales increased 18% to $552,334,000 for the nine-month
period ended February 28, 1999, from $467,079,000 for the same
period last year. The Company's U.S.-based revenue increased
10% to $375,531,000 during the first nine months, while foreign
sales increased 42% to $176,803,000. Biomet's worldwide sales
of reconstructive products during the first nine months of
fiscal 1999 were $327,772,000, representing an 18% 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 revision products, the
Alliance Hip System and the initial launch of the Ascent Knee
System. Sales of fixation products were $119,532,000 for the
first nine months of fiscal 1999, representing a 13% increase as
compared to the same period in 1998. Sales of spinal products
were $32,461,000 for the first nine months of fiscal 1999,
representing a 29% increase as compared to the same period in
1998. The Company's sales of other products totaled
$72,569,000, representing a 27% increase over the first nine
months of fiscal year 1998, primarily as a result of increased
sales of arthroscopy and soft good products and the Indiana Tome
Carpal Tunnel Release System. The formation of BioMer
positively influenced consolidated and foreign revenues
principally in the reconstructive and other product categories
during the first nine months of fiscal year 1999.
Cost of sales decreased as a percentage of net sales to 30.4%
for the first nine 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 bone
cements and biomaterial products. Selling, general and
administrative expenses decreased as a percentage of net sales
to 34.8%, compared to 35.2% for the first nine 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 during the first
nine months were $26,100,000 reflecting the addition of the
BioMer research and development projects. Last year's nine
month research and development expenditures were $27,493,000,
which included 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
28% from $129,949,000 for the first nine months of fiscal 1998,
to $166,115,000 for the first nine months of fiscal 1999. Other
income decreased to $10,416,000 for the first nine months of
this year from $21,345,000 for the first nine months of last
year. Included in other income last year was the $15,200,000
gain realized from the sale of 50% of Biomet's European
operations to Merck in connection with the formation of BioMer.
The effective income tax rate decreased slightly to 36.7% for
the first nine months of fiscal 1999, from 39.3% last year.
Last year's tax rate was inflated due to the expensing of the
purchased in-process research and development not having a tax
benefit. Minority interest was $4,870,000 for the current year
compared to $480,000 for last year. Last year's amount included
only one month of BioMer's operations.
These factors resulted in a 17% increase in net income to
$106,845,000 from $91,280,000 for the first nine months of
fiscal 1999, as compared to the same period in fiscal 1998.
Basic and diluted earnings per share increased 16%, from $.82
to $.95 and from $.81 to $.94, respectively, for the periods
presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 1999
AS COMPARED TO THE THREE MONTHS ENDED FEBRUARY 28, 1998
Net sales increased 19% to $192,330,000 for the third quarter of
fiscal year 1999, as compared to $160,968,000 for the same
period last year. Operating income increased 47% from
$38,462,000 for the third quarter of fiscal 1998, to
$56,446,000 for the third quarter of fiscal 1999. During the
third quarter, net income increased 20% to $37,357,000 as
compared to $31,257,000 for the same period last year. Basic
and diluted earnings per share both increased 18% from $.28 per
share for the third quarter of fiscal 1998 to $.33 per share for
the same period of 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 nine-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 are now Y2K compliant. The Company expects that the
remainder of the information systems located in the United
States will be Y2K compliant by June 1999. Three of the
Company's European subsidiaries are undergoing computer hardware
and software upgrades to insure they are Y2K compliant. These
upgrades will be completed by September 1999. The Company
expects to complete compliancy testing and finalize contingency
plans in the next two quarters. The Company is in contact with
key suppliers and financial institutions to ensure 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 mid 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 February
28, 1999, $108 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 February 28, 1999.
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: 4/1/99 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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