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, 2002.
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.)
56 East Bell Drive, Warsaw, Indiana 46582
(Address of principal executive offices)
(574) 267-6639
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
As of November 30, 2002, the registrant had 258,952,816 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
Item 3. Quantitative and Qualitative Disclosure about
Market Risks 11
Item 4. Controls and Procedures 11
Part II. Other Information 12
Signatures 13
Certifications of Principal Executive Officer and Principal
Financial Officer regarding facts and circumstances relating
to quarterly reports 14-15
Index to Exhibits 16
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
at November 30, 2002 and May 31, 2002
(in thousands)
ASSETS
November 30, May 31,
2002 2002
---------- -------
(Unaudited)
Current assets:
Cash and cash equivalents $ 141,521 $ 154,297
Investments 38,621 30,973
Accounts and notes receivable, net 388,483 365,148
Inventories 360,153 335,348
Deferred income taxes 50,294 49,523
Prepaid expenses and other 20,975 17,655
--------- ---------
Total current assets 1,000,047 952,944
--------- ---------
Property, plant and equipment, at cost 421,358 389,454
Less, Accumulated depreciation 196,241 170,393
--------- ---------
Property, plant and equipment, net 225,117 219,061
--------- ---------
Investments 149,945 201,247
Intangible assets, net 12,368 8,532
Excess acquisition costs over fair value
of acquired net assets, net 123,265 125,157
Other assets 13,761 14,782
--------- ---------
Total assets $1,524,503 $1,521,723
========= =========
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
at November 30, 2002 and May 31, 2002
(in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31,
2002 2002
---------- -------
(Unaudited)
Current liabilities:
Short-term borrowings $ 111,715 $ 90,467
Accounts payable 37,048 36,318
Accrued income taxes 7,216 17,483
Accrued wages and commissions 33,196 35,106
Accrued litigation 5,864 5,864
Other accrued expenses 53,523 52,461
--------- ---------
Total current liabilities 248,562 237,699
Long-term liabilities:
Deferred income taxes 2,780 3,332
Other liabilities 380 406
--------- ---------
Total liabilities 251,722 241,437
--------- ---------
Minority interest 107,573 103,807
--------- ---------
Contingencies (Note 7)
Shareholders' equity:
Common shares 131,700 124,417
Additional paid-in capital 48,266 48,868
Retained earnings 1,019,392 1,054,020
Accumulated other comprehensive loss (34,150) (50,826)
--------- ---------
Total shareholders' equity 1,165,208 1,176,479
--------- ---------
Total liabilities and shareholders' equity $1,524,503 $1,521,723
========= =========
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, 2002 and 2001
(Unaudited, in thousands, except per share data)
Six Months Ended Three Months Ended
---------------- ------------------
2002 2001 2002 2001
---- ---- ---- ----
Net sales $659,048 $561,409 $341,448 $289,387
Cost of sales 188,742 156,426 98,605 79,034
------- ------- ------- -------
Gross profit 470,306 404,983 242,843 210,353
Selling, general and
administrative expenses 237,137 207,995 121,249 106,679
Research and development expense 25,707 23,655 13,069 11,987
------- ------- ------- -------
Operating income 207,462 173,333 108,525 91,687
Other income, net 6,802 8,935 2,858 4,371
------- ------- ------- -------
Income before income taxes and
minority interest 214,264 182,268 111,383 96,058
Provision for income taxes 74,138 61,876 38,544 32,607
------- ------- ------- -------
Income before minority interest 140,126 120,392 72,839 63,451
Minority interest 3,766 2,927 2,485 1,999
------- ------- ------- -------
Net income $136,360 $117,465 $ 70,354 $ 61,452
======= ======= ======= =======
Earnings per share:
Basic $.52 $.44 $.27 $.23
==== ==== ==== ====
Diluted $.52 $.43 $.27 $.23
==== ==== ==== ====
Shares used in the computation
of earnings per share:
Basic 260,862 269,635 259,499 269,809
======= ======= ======= =======
Diluted 262,925 272,747 261,626 272,822
======= ======= ======= =======
Cash dividends per common share $.10 $.09 $ -- $ --
==== ==== ==== ====
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, 2002 and 2001
(Unaudited, in thousands)
2002 2001
---- ----
Cash flows from (used in) operating activities:
Net income $136,360 $117,465
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 20,401 16,446
Amortization 1,944 6,089
Gain on sale of investments, net (59) (89)
Minority interest 3,766 2,927
Deferred income taxes (967) 4,467
Changes in current assets and liabilities,
excluding effects of acquisitions:
Accounts and notes receivable, net (15,788) (8,249)
Inventories (11,195) (29,690)
Prepaid expenses and other 59 3,625
Accounts payable 1,097 3,458
Accrued income taxes (10,762) (2,812)
Accrued wages and commissions (1,910) (4,883)
Other accrued expenses (3,833) (24,401)
------- -------
Net cash from operating activities 119,113 84,353
------- -------
Cash flows from (used in) investing activities:
Proceeds from sales and maturities of investments 74,650 66,316
Purchases of investments (31,919) (81,562)
Capital expenditures (19,083) (34,025)
Other (3,614) (1,345)
------- ------
Net cash from (used in) investing activities 20,034 (50,616)
------- ------
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings, net 12,043 (4,974)
Issuance of common shares 9,944 9,422
Cash dividends (26,431) (24,268)
Purchase of common shares (148,264) --
------- ------
Net cash used in financing activities (152,708) (19,820)
------- ------
Effect of exchange rate changes on cash 785 (1,885)
------- ------
Increase (decrease) in cash and cash equivalents (12,776) 12,032
Cash and cash equivalents, beginning of year 154,297 235,091
------- -------
Cash and cash equivalents, end of period $141,521 $247,123
======= =======
The accompanying notes are a part of the consolidated financial statements.
BIOMET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION.
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 accounting principles generally accepted in the
United States 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 accounting principles generally
accepted in the United States 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, 2002 are not necessarily
indicative of the results that may be expected for the fiscal year ending
May 31, 2003. 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, 2002.
The accompanying consolidated balance sheet at May 31, 2002, has been derived
from the audited Consolidated Financial Statements at that date, but does not
include all disclosures required by accounting principles generally accepted
in the United States.
The Company operates in one business segment, musculoskeletal products, which
includes the designing, manufacturing and marketing of reconstructive products,
fixation devices, spinal products and other products. Other products consist
primarily of Arthrotek's arthroscopy products, EBI's softgoods and bracing
products, general instruments and operating room supplies. The Company manages
its business segment primarily on a geographic basis. These geographic markets
are comprised of the United States, Europe and other. The other geographic
market include Canada, South America, Mexico, Japan and the Pacific Rim.
Net sales of musculoskeletal products by product category are as follows for the
six and three month periods ended November 30:
Six Months Ended Three Months Ended
---------------- ------------------
2002 2001 2002 2001
---- ---- ---- ----
(in thousands)
Reconstructive $403,939 $336,066 $211,914 $174,894
Fixation 117,808 106,882 58,427 53,236
Spinal products 69,463 57,151 36,197 29,692
Other 67,838 61,310 34,910 31,565
------- ------- ------- -------
$659,048 $561,409 $341,448 $289,387
======= ======= ======= =======
NOTE 2: COMPREHENSIVE INCOME.
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 November 30, 2002
and 2001 was $(4,000) and $1,269,000, respectively. Other comprehensive income
for the six months ended November 30, 2002 and 2001 was $16,676,000) and
$1,668,000, respectively. Total comprehensive income combines reported net
income and other comprehensive income. Total comprehensive income for the three
months ended November 30, 2002 and 2001 was $70,350,000 and $62,721,000,
respectively. Total comprehensive income for the six months ended November 30,
2002 and 2001 was $153,036,000 and $119,133,000, respectively.
NOTE 3: INVENTORIES.
Inventories at November 30, 2002 and May 31, 2002 are as follows:
November 30, May 31,
2002 2002
------------ -------
(in thousands)
Raw materials $ 36,466 $ 35,036
Work-in-process 41,904 45,476
Finished goods 149,943 135,842
Consigned inventory 131,840 118,994
------- -------
$360,153 $335,348
======= =======
NOTE 4: COMMON SHARES.
During the six months ended November 30, 2002, the Company issued 941,274
Common Shares upon the exercise of outstanding stock options for proceeds
aggregating $9,944,000. Purchases of Common Shares pursuant to the Common
Share Repurchase Programs aggregated 5,639,628 shares for $148,264,000 during
the six months ended November 30, 2002.
NOTE 5: EARNINGS PER SHARE.
Earnings per common share amounts ("basic EPS") are computed by dividing net
income by the weighted average number of common shares outstanding and excludes
any potential dilution. Earnings per common share amounts assuming dilution
("diluted EPS") are computed by reflecting potential dilution from the
exercise of stock options.
NOTE 6: 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 7: CONTINGENCIES.
In January 1996, a jury returned a verdict in a patent infringement matter
against the Company and in favor of Raymond G. Tronzo ("Tronzo"), which in
August 1998 was subsequently reversed and vacated by the United States Court
of Appeals for the Federal Circuit (the "Federal Circuit"). The Federal
Circuit then remanded the case to the District Court for the Southern
District of Florida (the "District Court") for further consideration on state
law claims only. On August 27, 1999, the District Court entered a final
judgment of $53,530 against the Company. Tronzo then appealed the District
Court's final judgment with the Federal Circuit and in January 2001 the Federal
Circuit reinstated a $20 million punitive damages award against the Company
while affirming the compensatory damage award of $520. The Federal Circuit's
decision was based principally on procedural grounds, and in March 2001 it
denied the Company's combined petition for panel rehearing petition and petition
for rehearing en banc. On November 13, 2001 the United States Supreme Court
("Supreme Court") denied the Company's petition to review the $20 million
punitive damage award against the Company given to Tronzo. The Company had
previously recorded a one-time special charge during the third quarter of fiscal
2001 of $26.1 million, which represents the total damage award plus the maximum
amount of interest that, as calculated by the Company, may be due under the
award and related expenses. While the Company was disappointed in the Supreme
Court's decision not to review the case, the Company has paid $20,236,000 out of
escrow. The amount of interest owed by the Company, if any, on this award
continues to be in dispute; however, if a decision on the interest award is
adverse to the Company, it should not exceed the amount of the remaining funds
in escrow. The Supreme Court's decision does not affect the ongoing sales of
any of Biomet's product lines.
There are various other claims, lawsuits, disputes with third parties,
investigations and pending actions involving various allegations against the
Company incident to the operation of its business, principally product
liability and intellectual property cases. Each of these matters is subject
to various uncertainties, and it is possible that some of these matters may be
resolved unfavorably to the Company. The Company establishes accruals for
losses that are deemed to be probable and subject to reasonable estimate.
Based on the advice of counsel to the Company in these matters, management
believes that the ultimate outcome of these matters and any liabilities in
excess of amounts provided will not have a material adverse impact on the
Company's consolidated financial position or on its future business operations.
NOTE 8: RECENT ACCOUNTING PRONOUNCEMENTS.
In June of 2001 the Financial Accounting Standards Board (FASB) approved the
issuance of Statement 142, "Goodwill and Other Intangible Assets". FASB
Statement 142, among other things, requires that goodwill not be amortized but
should be tested for impairment at least annually. The Company adopted this
statement during the first quarter by discontinuing the amortization of
goodwill totaling $1.8 million per quarter ($1.6 million net of tax). In
addition, the Company was required to review its goodwill during the first six
months for possible impairment. Based on the Company's review, no impairment
charges have been recorded during the first six months. The following tables
show the reported net income and earnings per share for the three and six
month periods ended November 30, 2001, reconciles them to the adjusted net
income and earnings per share had the nonamortization provisions of Statement
142 been applied in that period and compares them to the three and six month
periods ended November 30, 2002:
Six Months Ended Three Months Ended
---------------- ------------------
2002 2001 2002 2001
---- ---- ---- ----
(in thousands, except per share data)
Reported net income $136,360 $117,465 $ 70,354 $ 61,452
Effect of goodwill amortization -- 3,200 -- 1,600
------- ------- ------- -------
As adjusted $136,360 $120,665 $ 70,354 $ 63,052
======= ======= ======= =======
Reported earnings per share $ .52 $ .44 $ .27 $ .23
Effect of goodwill amortization -- .01 -- --
---- ---- ---- ----
As adjusted $ .52 $ .45 $ .27 $ .23
==== ==== ==== ====
Reported diluted earnings per share $ .52 $ .43 $ .27 $ .23
Effect of goodwill amortization -- .01 -- --
---- ---- ---- ----
As adjusted $ .52 $ .44 $ .27 $ .23
==== ==== ==== ====
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF NOVEMBER 30, 2002
The Company's cash and investments decreased $56,430,000 to $330,087,000 at
November 30, 2002. This decrease resulted from the $26,431,000 dividend paid
during the first quarter and the $148,264,000 used to purchase shares during
the first six months pursuant to the share repurchase programs, offset by
positive cash flow from operations.
Cash flows provided by operating activities were $119,113,000 for the first
six months of fiscal 2003 compared to $84,353,000 in 2002. The primary
sources of fiscal year 2003 cash flows from operating activities were net
income and depreciation. The primary uses were increases in accounts
receivable and inventory and a reduction in accrued income taxes. Over the
last several quarters, the Company has experienced a greater sales growth
in its insurance billings verses its hospital billings in the United States.
These insurance billings historically have had a longer collection cycle.
In addition, accounts receivable continue to increase as the Company's sales
grow at a rapid rate. Inventories increased from new product introductions
(specifically in Europe) and a buildup of inventory associated with the
Company's establishment of its direct operations in Japan. Accounts and
notes receivable and inventory balances were increased during the six month
period by $7.5 million and $13.6 million, respectively, due to currency
exchange rates.
Cash flows from investing activities were $20,034,000 for the first six months
of fiscal 2003 compared to a use of $50,616,000 in 2002. The primary source
of cash flows from investing activities were sales and maturities of
investments offset by purchases of investments and capital equipment.
Cash flows used in financing activities were $152,708,000 for the first six
months of fiscal 2003 compared to a use of $19,820,000 in 2002. The primary
use of cash flows from financing activities was the cash dividend paid in the
first quarter and the share repurchase program. In July 2002, the Company's
Board of Directors declared a cash dividend of ten cents ($.10) per share
payable to shareholders of record at the close of business on July 8, 2002.
Currently available funds, together with anticipated cash flows generated from
future operations, are believed to be adequate to cover the Company's
anticipated cash requirements, including capital expenditures, research and
development costs and litigation settlements, if any.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2002
AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 2001
Net sales increased 17% to $659,048,000 for the six-month period ended November
30, 2002, from $561,409,000 for the same period last year. Excluding the impact
of foreign currency which increased sales for the six months by $11.4 million,
net sales increased 15% during the first six months of fiscal year 2003. The
Company's U.S.-based revenue increased 14% to $466,700,000 during the first six
months of fiscal 2003, while foreign sales increased 25% to $192,348,000.
Excluding the positive foreign exchange adjustment, foreign sales in local
currencies increased 18%. Biomet's worldwide sales of reconstructive products
during the first six months of fiscal 2003 were $403,939,000, representing a
20% increase compared to the first six months of last year. This increase
came through balanced growth in all of the reconstructive product categories.
The Company's extensive line of reconstructive products continues to gain
market share in this rapidly growing market. Sales of fixation products
were $117,808,000 for the first six months of fiscal 2003, representing a
10% increase as compared to the same period in 2002. Sales of spinal products
were $69,463,000 for the first six months of fiscal 2003, representing a 21%
increase as compared to the same period in 2002. The increase is a result of
continued market acceptance of EBI's spinal stimulation systems and the
expansion of EBI's product portfolio into the hardware and biological
segments of the spinal markets. The Company's sales of other products
totaled $67,838,000, representing an 11% increase over the first six months
of fiscal year 2002, primarily as a result of increased sales of arthroscopy
products and softgoods and bracing products.
Cost of sales increased as a percentage of net sales to 28.6% for the first
six months of fiscal 2003 from 27.9% last year primarily as a result of
higher growth rates in foreign sales, where gross margins are lower, versus
domestic sales. Selling, general and administrative expenses as a percentage
of net sales decreased to 36.0% compared to 37.0% for the first six months
last year. This decrease in the percentage is a result of the Company's
continued emphasis on slowing its general and administrative expense growth
and adopting FASB 142 which discontinued the amortization of goodwill ($3.6
million during the six month period). Research and development expenditures
increased during the first six months to $25,707,000 reflecting the Company's
continued emphasis on new product introductions. Operating income rose 20%
from $173,333,000 for the first six months of fiscal 2002, to $207,462,000
for the first six months of fiscal 2003. Other income decreased 24%. Over
the last four quarters, the Company has used $358,000,000 to purchase its
common stock which has reduced investable cash. In addition, as interest
rates fall, higher yielding investments are called and replaced with lower
yielding investments. The effective income tax rate increased to 34.6% for
the first six months of fiscal year 2003 from 34.0% last year primarily as
a result of states increasing their tax rates.
These factors resulted in a 16% increase in net income to $136,360,000 for
the first six months of fiscal 2003 as compared to $117,465,000 for the same
period in fiscal 2002. Basic earnings per share increased 18%, from $.44
to $.52 while diluted earnings per share increased 20%, from $.43 to $.52
for the periods presented.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002
AS COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 2001
Net sales increased 18% to $341,448,000 for the second quarter of fiscal
2003, as compared to $289,387,000 for the same period last year.
Excluding the impact of foreign currency which increased second quarter
sales by $5.2 million, net sales increased 16% during the second quarter
of fiscal year 2003. Operating income increased 18% from $91,687,000 for
the second quarter of fiscal 2002, to $108,525,000 for the second quarter
of fiscal 2003. During the second quarter, net income increased 14.5% to
$70,354,000 as compared to $61,452,000 for the same period last year.
Basic and diluted earnings per share increased 17% from $.23 to $.27
for the periods presented. 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
There have been no material changes from the information provided in the
Company's Annual Report on Form 10-K for the year ended May 31, 2002.
Item 4. Controls and Procedures.
As of November 30, 2002, an evaluation was performed under the supervision
and with the participation of the Company's management, including the CEO
and CFO, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation, the
Company's management, including the CEO and CFO, concluded that the
Company's disclosure controls and procedures were effective as of November
30, 2002. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal
controls subsequent to November 30, 2002.
PART II. OTHER INFORMATION
Item 1: Legal Proceedings.
In January 1996, a jury returned a verdict in a patent infringement matter
against the Company and in favor of Raymond G. Tronzo ("Tronzo"), which in
August 1998 was subsequently reversed and vacated by the United States Court
of Appeals for the Federal Circuit (the "Federal Circuit"). The Federal
Circuit then remanded the case to the District Court for the Southern
District of Florida (the "District Court") for further consideration on
state law claims only. On August 27, 1999, the District Court entered a
final judgment of $53,530 against the Company. Tronzo then appealed the
District Court's final judgment with the Federal Circuit and in January 2001
the Federal Circuit reinstated a $20 million punitive damages award against
the Company while affirming the compensatory damage award of $520. The
Federal Circuit's decision was based principally on procedural grounds,
and in March 2001 it denied the Company's combined petition for panel
rehearing petition and petition for rehearing en banc. On November 13,
2001 the United States Supreme Court ("Supreme Court") denied the Company's
petition to review the $20 million punitive damage award against the Company
given to Tronzo. The Company had previously recorded a one-time special
charge during the third quarter of fiscal 2001 of $26.1 million, which
represents the total damage award plus the maximum amount of interest that,
as calculated by the Company, may be due under the award and related expenses.
While the Company was disappointed in the Supreme Court's decision not to
review the case, the Company has paid $20,236,000 out of escrow. The amount
of interest owed by the Company, if any, on this award continues to be in
dispute; however, if a decision on the interest award is adverse to the
Company, it should not exceed the amount of the remaining funds in escrow.
The Supreme Court's decision does not affect the ongoing sales of any of
Biomet's product lines.
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: 1/13/2003 BY: /s/ Gregory D. Hartman
---------- -----------------------
Gregory D. Hartman
Senior Vice President - Finance
(Principal Financial Officer)
(Signing on behalf of the registrant
and as principal financial officer)
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO QUARTERLY REPORTS
I, Dane A. Miller, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Biomet, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: 1/13/2003 /s/ Dane A. Miller
---------- ------------------
Dane A. Miller, Ph.D.
President and Chief Executive Officer
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO QUARTERLY REPORTS
I, Gregory D. Hartman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Biomet, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: 1/13/2003 /s/ Gregory D. Hartman
---------- -----------------------
Gregory D. Hartman
Senior Vice President - Finance
and Chief Financial Officer
BIOMET, INC.
FORM 10-Q
INDEX TO EXHIBITS
Number Assigned
in Regulation
S-K Item 601 Exhibit No. Description 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 16, 1999. (Incorporated by reference
to Exhibit 4.01 to Biomet, Inc. Form 8-K
Current Report dated December 16, 1999,
Commission File No. 0-12515), as amended
September 1, 2002 to change rights agent to
American Stock Transfer & Trust Company.
(10) No exhibit.
(11) No exhibit.
(15) No exhibit.
(18) No exhibit.
(19) No exhibit.
(22) No exhibit.
(23) No exhibit.
(24) No exhibit.
(99) 99.1 Written Statement of Chief Executive Officer
and Chief Financial Officer Pursuant to Sections
906 and 302 of the Sarbanes-Oxley Act of 2002.