Mail Stop 0306
December 14, 2004
Dane A. Miller, Ph.D.
President and CEO
Biomet Inc
56 East Bell Drive
Warsaw, Indiana 46582
Re: Biomet Inc
Form 10-K for the fiscal year ended May 31, 2004
Form 10-Q for the fiscal quarter ended August 31, 2004
Forms 8-K for 2004
File No. 1-15601
Dear Dr. Miller:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents in response to these comments in all future filings with
the Commission. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Dr. Dane A. Miller
December 14, 2004
Page 2
Form 8-K filed on September 17, 2004 and Amended on September 21,
2004
1. We note that you present your non-GAAP measures in the form of
an
Adjusted Statement of Operations. That format may be confusing to
investors as it also reflects several non-GAAP measures, including
adjusted cost of sales, adjusted gross profit, adjusted R&D,
adjusted
operating income, adjusted income before taxes and minority
interest
and adjusted net income, which have not been described to
investors.
In fact, it appears that management does not use these non-GAAP
measures but they are shown here as a result of the presentation
format. Please note that Instruction 2 to Item 2.02 of Form 8-K
requires that when furnishing information under this item you must
provide all the disclosures required by paragraph (e)(1)(i) of
Item
10 of Regulation S-K, including a reconciliation to the directly
comparable GAAP measure for each non-GAAP measure presented and
explain why you believe the measures provide useful information to
investors. These disclosures must be included in the Form 8-K
itself.
* In future filings, to eliminate investor confusion, please
remove
the Adjusted Statement of Operations and disclose only those non-
GAAP
measures used by management with the appropriate
reconciliations.
* Otherwise, confirm that you will revise your Forms 8-K in future
periods to provide all the disclosures required by Item
10(e)(1)(i)
of Regulation S-K for each non-GAAP measure presented in the
statement, and provide us with a sample of your proposed
disclosure.
We may have further comment.
Form 10-Q for the period ended August 31, 2004
2. We note that you present and discuss several non-GAAP measures
in
your results of operations, including an adjusted net sales, net
U.S
- - based revenues, net foreign revenues excluding the impact of
foreign currency and the impact of acquisitions, cost of sales
adjusted for the current period impact of inventory step-up
relating
to acquisitions, and operating income adjusted for acquisition
related expenses. In future filings, please consider revising
MD&A
to disclose and quantify the impact of these transactions on your
US
GAAP results. For example, you could indicate that the increase
in
net sales for the period reflected the impact of foreign currency
fluctuations of $XX million and the impact of sales from the newly
acquired businesses of $XX million.
Dr. Dane A. Miller
December 14, 2004
Page 3
If you continue to provide these non-GAAP measures, please revise
future filings to fully comply with Item 10(e) of Regulation S-K,
including a reconciliation to the directly comparable GAAP measure
for each non-GAAP measure presented, an explanation of why you
believe the measures provide useful information to investors, and
a
statement disclosing the additional purposes for each of the non-
GAAP
measures.
* * * * * * *
As appropriate, please respond to these comments within 15
business days or tell us when you will provide us with a response.
Please furnish a response letter that keys your responses to our
comments and provides the requested supplemental information.
Confirm that you will comply with these comments in all future
filings with the Commission. Detailed response letters greatly
facilitate our review. Please file your response letter on EDGAR
under the label "CORRESP." Please understand that we may have
additional comments after reviewing your responses to our comments
and the requested supplemental information. When sending
supplemental information regarding this filing, please include the
following ZIP+4 code in our address: 20549-0306.
You may contact Jeanne Bennett at (202) 942-1915, or me at
(202) 942-1931, if you have questions regarding our comments. In
our
absence you may contact Brian R. Cascio, Accounting Branch Chief,
at
(202) 942-1791.
Sincerely,
Angela J. Crane
Reviewing Accountant
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