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 August 31, 1998.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission file Number 0-12515.
BIOMET, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1418342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Airport Industrial Park, P.O. Box 587, Warsaw, Indiana 46581-0587
(Address of principal executive offices)
(219) 267-6639
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
As of August 31, 1998, the registrant had 112,187,671 common shares outstanding.
BIOMET, INC.
CONTENTS
Pages
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets 1-2
Consolidated Statements of Income 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
Part II. Other Information 11-12
Signatures 13
Index to Exhibits 14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of August 31, 1998 and May 31, 1998
(in thousands)
ASSETS
August 28, May 31,
1998 1998
---------- -------
Current assets:
Cash and cash equivalents $ 112,074 $ 117,089
Investments 50,360 31,618
Accounts and notes receivable, net 192,670 188,800
Inventories 190,639 186,535
Prepaid expenses and other 35,254 46,750
------- -------
Total current assets 580,997 570,792
------- -------
Property, plant and equipment, at cost 237,670 227,056
Less, Accumulated depreciation 91,747 87,284
------- -------
Property, plant and equipment, net 145,923 139,772
------- -------
Investments 84,868 73,175
Intangible assets, net 9,143 9,012
Excess acquisition cost over fair value
of acquired net assets, net 51,713 52,248
Other assets 3,726 3,740
------- -------
Total assets $ 876,370 $ 848,739
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of August 31, 1998 and May 31, 1998
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
August 31, May 31,
1998 1998
---------- -------
Current liabilities:
Short-term borrowings $ 6,327 $ 6,345
Accounts payable 14,639 16,581
Accrued income taxes 19,612 5,873
Accrued wages and commissions 15,007 16,393
Other accrued expenses 48,230 52,867
------- -------
Total current liabilities 103,815 98,059
Long-term liabilities:
Deferred federal income taxes 8,885 9,345
Other liabilities 323 685
------- -------
Total liabilities 113,023 108,089
------- -------
Minority interest 75,562 73,232
------- -------
Contingencies (Note 6)
Shareholders' equity:
Common shares 76,225 75,712
Additional paid-in capital 19,209 19,209
Retained earnings 605,061 584,920
Accumulated other comprehensive income:
Net unrealized appreciation of
available-for-sale securities 1,235 1,742
Cumulative translation adjustment (13,945) (14,165)
------- -------
Total shareholders' equity 687,785 667,418
------- -------
Total liabilities and shareholders' equity $ 876,370 $ 848,739
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the three month ended August 31, 1998 and 1997
(in thousands, except per share amounts)
Three Months Ended
August 31,
-----------------------
1998 1997
---- ----
Net sales $176,664 $149,529
Cost of sales 53,517 46,622
------- -------
Gross profit 123,147 102,907
Selling, general and
administrative expenses 60,879 52,870
Research and development expense 8,092 5,886
------- -------
Operating income 54,176 44,151
Other income, net 2,844 2,326
------- -------
Income before income taxes
and minority interest 57,020 46,477
Provision for income taxes 21,096 17,216
------- -------
Income before minority interest 35,924 29,261
Minority interest 2,330 --
------- -------
Net income $ 33,594 $ 29,261
======= =======
Earnings per share:
Basic $ .30 $ .26
==== ====
Diluted $ .30 $ .26
==== ====
Shares used in the computation of earnings per share:
Basic 112,110 111,405
======= =======
Diluted 113,562 112,504
======= =======
Cash dividend 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 three months ended August 31, 1998 and 1997
(in thousands)
1998 1997
---- ----
Cash flows from (used in) operating activities:
Net income $ 33,594 $ 29,261
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 4,856 3,395
Amortization 2,002 1,340
Gain on sale of investments, net (600) (258)
Minority interest 2,330 --
Deferred federal income taxes (121) --
Changes in current assets and liabilities,
excluding effects of acquisitions:
Accounts and notes receivable, net (4,191) (1,059)
Inventories (3,994) (1,224)
Prepaid expenses and other 10,812 (428)
Accounts payable (2,467) (2,504)
Accrued income taxes 15,701 14,163
Accrued wages and commissions (1,434) (1,592)
Other accrued expenses (5,246) 767
------- ------
Net cash from operating activities 51,242 41,861
------- ------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 10,595 4,911
Purchases of investments (41,268) (10,880)
Capital expenditures (10,792) (4,997)
Acquisitions, net of cash acquired -- (13,133)
Increase in other assets (883) (635)
Other (1,505) (51)
------- ------
Net cash used in investing activities (43,853) (24,785)
------- ------
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings, net (310) 866
Issuance of common shares 513 523
Cash dividends (13,453) (12,256)
------- ------
Net cash used in financing activities (13,250) (10,867)
------- ------
Effect of exchange rate changes on cash 846 (1,612)
------- ------
Increase (decrease) in cash and cash equivalents (5,015) 4,597
Cash and cash equivalents, beginning of year 117,089 82,034
------- -------
Cash and cash equivalents, end of period $112,074 $ 86,631
======= =======
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 three-month period
ended August 31, 1998 are not necessarily indicative of the results that may
be expected for the fiscal year ending May 31, 1999. For further information,
refer to the consolidated financial statements and notes thereto included in the
Company's Annual Report on From 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 August 31, 1998 and May 31, 1998 are as follows:
August 31, May 31,
1998 1998
---------- -------
(in thousands)
Raw materials $ 25,268 $ 26,172
Work-in-process 23,715 24,036
Finished goods 79,767 78,552
Consigned inventory 61,889 57,775
-------- --------
$190,639 $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 three months ended August 31, 1998, the Company issued 144,651 Common
Shares upon the exercise of outstanding stock options for proceeds aggregating
$512,774.
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 August 31, 1998 and 1997
was $(287) and $(4,787), respectively. Total comprehensive income combines
reported net income and other comprehensive income. Total comprehensive income
for the three months ended August 31, 1998 and 1997 was $33,307 and $24,474,
respectively.
NOTE 6: CONTINGENCIES.
In January 1996, a jury returned a verdict in favor of Raymond G. Tronzo
("Tronzo") awarding him approximately $55 million in damages on his patent and
state law claims. On October 29, 1996,the United States District Court for the
Southern District of Florida entered a judgment, which implemented and reduced
the jury verdict, awarding $30.2 million to Tronzo on his state law claims,
including compensatory damages of approximately $7.1 million, punitive damages
of $20 million, and prejudgment interest. The trial court dismissed, with
prejudice, Tronzo's claim based upon unjust enrichment. The trial court denied
the Company's motion challenging the validity of Tronzo's patent. Tronzo was
awarded an additional $6.3 million judgment for patent infringement, including a
fifty percent enhancement based upon willfulness. The trial court also granted
an injunction prohibiting future manufacture, use, promotion or sale, in the
United States, of the finned version of the Mallory-Head acetabular cup, the
device found to have infringed the Tronzo patent. In August 1998, the U.S. Court
of Appeals for the Federal Circuit (the "Federal Circuit") struck down the jury
award. The Federal Circuit accepted the Company's position on all patent issues
and found that the patent claims asserted by Tronzo were invalid and, therefore,
could not have been infringed by the Company. The Federal Circuit upheld the
District Court's findings of liability on Tronzo's state law claims, however,
the Federal Circuit vacated the entire damage award on the state law claims and
remanded the case to the District Court for further consideration on the state
law claims only, narrowly limiting Tronzo's ability to recover any damages.
As a result of the Federal Circuit's decision, the injunction previously entered
against the Company on the Mallory/Head finned acetabular cup no longer stands
and all damages assessed against the Company have been vacated. The $36.6
million of investments, which the Company was required to place in escrow, in
connection with the District Court's final judgment, have not yet been formally
released.
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 are scheduled for
October 29, 1998. It is anticipated that the Third Circuit will issue its final
decision on the appeal sometime in late calendar 1998 or early calendar year
1999. In connection with the District Court's final judgment and its order
granting a stay of enforcement and execution of the judgment, the Biomet Group
was required to deliver to an escrow agent investments with a value no less than
$108 million to be held in escrow, invested and disbursed for the benefit of the
plaintiff pending the outcomes of all appeals. As of August 31, 1998, $91
million has been delivered to the escrow agent. This amount is restricted under
the terms of the escrow agreement and is included in investments on the
Company's consolidated balance sheet as of August 31, 1998. An additional
installment of $17 million is required to be delivered on December 31, 1998.
Based on the information currently available and advice from legal counsel,
management believes that the trial court's judgment in the Orthofix case will
not be upheld upon appeal. Therefore, no amounts related to this case have been
recorded in the Company's financial statements, except for estimated legal
costs associated with the appeal process. If the Company is unsuccessful in its
appeal of this case, the ultimate liability could be material to the operating
results in the period such loss is recognized. The Company's cash, cash
equivalents and investments are adequate to address the payment of any losses
that could ultimately be determined with respect to this case.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF AUGUST 31, 1998
The Company's cash and investments increased $25,420,000 to $247,302,000 at
August 31, 1998, despite the $13,453,000 cash dividend paid during the first
quarter.
Cash flows provided by operating activities were $51,242,000 for the first three
months of fiscal 1999 compared to $41,861,000 in 1998. The primary sources of
1999 cash flows from operating activities were net income and an increase in
accrued income taxes. Accrued income taxes increased in the first quarter
because there is no federal tax estimate due in the first quarter.
Cash flows used in investing activities were $43,853,000 for the first three
months of fiscal 1999 compared to a use of $24,785,000 in 1998. The primary
source of cash flows from investing activities were sales and maturities of
investments offset by purchases of investments and purchases of capital
equipment.
Cash flows used in financing activities were $13,250,000 for the first three
months of fiscal 1999 compared to a use of $10,867,000 in 1998. The primary use
of cash flows from financing activities was the cash dividend paid in the first
quarter. In June 1998, the Company's Board of Directors declared a cash
dividend of twelve cents ($.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 THREE MONTHS ENDED AUGUST 31, 1998
AS COMPARED TO THE THREE MONTHS ENDED AUGUST 31, 1997
Effective January 1, 1998, the Company and Merck KGaA, Darmstadt, Germany
("Merck KGaA") entered into a Joint Venture Agreement to manufacture and sell
orthopedic and biomaterial products in Europe. The Company and Merck KGaA each
contributed its European orthopedic and biomaterials business operations to
a new entity, BioMer C.V. ("BioMer"). The Company controls BioMer and,
accordingly, consolidates the financial statements of BioMer for financial
reporting purposes and reflects Merck KGaA's 50% interest as a minority
interest. The acquisition of BioMer was accounted for as a purchase and the
operating results of BioMer are consolidated from the date of acquisition.
Accordingly, the three months ended August 31, 1998 include the operations of
BioMer, while the three months ended August 31, 1997 only include the Company's
European business operations.
Net sales increased 18% to $176,664,000 for the three-month period ended August
31, 1998, from $149,529,000 for the same period last year. Elective
surgery-related products appear to be influenced to some degree by seasonal
factors, as the number of elective orthopedic procedures decline during the
summer months and the holiday season. The Company's U.S.-based revenue
increased 8% to $119,886,000 during the first three months, while foreign sales
increased 48% to $56,778,000, net of a negative foreign exchange adjustment of
$1,300,000. Biomet's worldwide sales of reconstructive products during the
first three months of fiscal 1999 were $103,748,000, representing a 19% increase
compared to the first three months of last year. This increase was primarily a
result of Biomet's continued penetration of the reconstructive device market led
by revision products and the Alliance Hip System. Sales of fixation
products were $39,442,000 for the first three months of fiscal 1999,
representing a 12% increase as compared to the same period in 1998. Sales of
spinal products were $9,757,000 for the first three months of fiscal 1999,
representing a 27% increase as compared to the same period in 1998. The
Company's sales of other products totaled $23,717,000, representing a 23%
increase over the first three months of fiscal year 1998, primarily as a result
of increased sales of 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 quarter of fiscal year 1999.
Cost of sales decreased as a percentage of net sales to 30.3% for the first
three months of fiscal 1999 from 31.2% last year primarily as result of
increased sales of higher margin products, increased in-house manufacturing
efficiencies, improved margins realized through acquisitions of international
distributors and the inclusion of BioMer's higher margin reconstructive
products. Selling, general and administrative expenses decreased as a
percentage of net sales to 34.5%, compared to 35.4% for the first three months
of last year. This reduction is principally the result of the consolidation of
the operations of BioMer and reduced legal costs. Research and development
expenditures increased during the first three months to $8,092,000 reflecting
the addition of the BioMer research and development projects. Operating income
rose 23% from $44,151,000 for the first three months of fiscal 1998, to
$54,176,000 for the first three months of fiscal 1999. Other income increased
22% resulting from the increase in the Company's investable cash. The effective
income tax rate remained the same at 37.0% for both periods presented.
These factors resulted in a 15% increase in net income to $33,594,000 from
$29,261,000 for the first three months of fiscal 1998 as compared to the same
period in fiscal 1999. Basic and diluted earnings per share increased 15%, from
$.26 to $.30 for the periods presented.
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 third parties, including suppliers,
customers, and key financial institutions. If needed modifications and
conversions are not made on a timely basis, the Year 2000 issue could have a
material adverse affect on the Company's operations.
The majority of the most vital information systems of the Company located in the
United States are now Y2K compliant. The Company expects that the remainder of
the information systems located in the United States and in subsidiaries outside
the United States will be Y2K compliant by June 1999. The Company expects to
complete compliancy testing and finalize contingency plans in 1999. The Company
is in contact with key suppliers and financial institutions to assure no
interruption in the relationship between the Company and these important third
parties concerning Y2K compliance issues. If third parties do not convert their
systems in a timely manner, Y2K could have a material adverse affect on the
Company's operations.
The Company is expensing as incurred all costs related to the assessment and
remediation of the Y2K issue. These costs are being funded through operating
cash flows and are not material to the Company's consolidated financial
condition or results of operations.
PART II. OTHER INFORMATION
Item 1: Legal Proceedings.
In January 1996, a jury returned a verdict in favor of Raymond G. Tronzo
("Tronzo") awarding him approximately $55 million in damages on his patent and
state law claims. On October 29, 1996, the United States District Court for the
Southern District of Florida entered a judgment, which implemented and reduced
the jury verdict, awarding $30.2 million to Tronzo on his state law claims,
including compensatory damages of approximately $7.1 million, punitive damages
of $20 million, and prejudgment interest. The trial court dismissed, with
prejudice, Tronzo's claim based upon unjust enrichment. The trial court denied
the Company's motion challenging the validity of Tronzo's patent. Tronzo was
awarded an additional $6.3 million judgment for patent infringement, including a
fifty percent enhancement based upon willfulness. The trial court also granted
an injunction prohibiting future manufacture, use, promotion or sale, in the
United States, of the finned version of the Mallory-Head acetabular cup, the
device found to have infringed the Tronzo patent. In August 1998, the U.S. Court
of Appeals for the Federal Circuit (the "Federal Circuit") struck down the jury
award. The Federal Circuit accepted the Company's position on all patent issues
and found that the patent claims asserted by Tronzo were invalid and, therefore,
could not have been infringed by the Company. The Federal Circuit upheld the
District Court's findings of liability on Tronzo's state law claims, however,
the Federal Circuit vacated the entire damage award on the state law claims and
remanded the case to the District Court for further consideration on the state
law claims only, narrowly limiting Tronzo's ability to recover any damages.
As a result of the Federal Circuit's decision, the injunction previously entered
against the Company on the Mallory/Head finned acetabular cup no longer stands
and all damages assessed against the Company have been vacated. The $36.6
million of investments, which the Company was required to place in escrow, in
connection with the District Court's final judgment, have not yet been
formally released.
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 are scheduled for
October 29, 1998. It is anticipated that the Third Circuit will issue its final
decision on the appeal sometime in late calendar 1998 or early calendar year
1999. In connection with the District Court's final judgment and its order
granting a stay of enforcement and execution of the judgment, the Biomet Group
was required to deliver to an escrow agent investments with a value no less than
$108 million to be held in escrow, invested and disbursed for the benefit of the
plaintiff pending the outcomes of all appeals. As of August 31, 1998, $91
million has been delivered to the escrow agent. This amount is restricted under
the terms of the escrow agreement and is included in investments on the
Company's consolidated balance sheet as of August 31, 1998. An additional
installment of $17 million is required to be delivered on December 31, 1998.
Based on the information currently available and advice from legal counsel,
management believes that the trial court's judgment in the Orthofix case will
not be upheld upon appeal. Therefore, no amounts related to this case have been
recorded in the Company's financial statements, except for estimated legal
costs associated with the appeal process. If the Company is unsuccessful in its
appeal of this case, the ultimate liability could be material to the operating
results in the period such loss is recognized. The Company's cash, cash
equivalents and investments are adequate to address the payment of any losses
that could ultimately be determined with respect to this case.
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on
September 26, 1998.
At the Annual Meeting:
1. The following persons were elected as Directors of the Company for a
three-year term expiring in 2001.
Name Votes For Votes Withheld
--------- --------------
M. Ray Harroff 95,074,183 116,740
Jerry L. Miller 95,164,141 39,394
Charles E. Niemier 86,545,294 40,786
Prof. Dr. Bernhard Scheuble 94,626,060 184,221
The following directors will continue in office until their term expires at the
1999 Annual meeting of shareholders: C. Scott Harrison, M.D.; Niles L. Noblitt;
Kenneth V. Miller; L. Gene Tanner; and Marilyn Tucker Quayle.
The following directors will continue in office until their term expires at the
2000 Annual meeting of shareholders: Dane A. Miller, Ph. D.; Jerry L. Ferguson;
Thomas F. Kearns, Jr.; and Daniel P. Hann.
2. The Biomet, Inc. 1998 Qualified and Non-Qualified Stock Option Plan was
approved by the shareholders as follows: Votes For - 80,428,457; Votes Against -
3,485,959; and Abstentions and Broker Non-Votes - 13,156,019.
3. The selection of PricewaterhouseCoopers LLP as certified public accountants
for the Company for the fiscal year ending May 31, 1999 was ratified by the
shareholders, as follows: Votes For - 96,733,582; Votes Against - 130,296; and
Abstentions and Broker Non-Votes - 206,557.
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: 10/14/98 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.