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Biomet Announces Third Quarter of Fiscal Year 2015 Financial ResultsBiomet, Inc. ("the Company") announced today financial results for its third quarter ended February 28, 2015. Third Quarter Financial Results Consolidated net sales decreased 2.6% to $800.9 million worldwide during the third quarter of fiscal year 2015, compared to net sales of $822.5 million during the third quarter of fiscal year 2014. Excluding the effect of foreign currency, consolidated net sales increased 1.4% during the third quarter. U.S. net sales increased 1.1% during the third quarter to $514.8 million, while Europe net sales decreased 12.3% (decreased 0.7% constant currency) to $175.1 million and International (primarily Canada, Latin America and the Asia Pacific region) net sales decreased 2.5% (increased 6.3% constant currency) to $111.0 million. On a consolidated basis, the Company had approximately the same number of selling days in the quarter compared to the prior year quarter. Special items, after tax, totaled $69.0 million during the third quarter of fiscal year 2015, compared to $173.2 million during the third quarter of fiscal year 2014 primarily as a result of decreased litigation costs due to reaching favorable resolution with certain insurance carriers in regards to certain claims. Reported operating income was $147.6 million during the third quarter of fiscal year 2015, compared to an operating income of $0.2 million during the third quarter of fiscal year 2014. Excluding special items, adjusted operating income totaled $243.4 million during the third quarter of fiscal year 2015, compared to $218.3 million during the prior year period. Reported net income in the quarter was $48.8 million, compared to a net loss of $65.9 million during the third quarter of the prior year. Excluding special items, adjusted net income totaled $117.8 million during the third quarter of fiscal year 2015, compared to $107.3 million for the third quarter of fiscal year 2014. Excluding special items, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") during the third quarter of fiscal year 2015 totaled $298.4 million, compared to $271.5 million for the third quarter of fiscal year 2014. Reported cash flow from operations totaled $158.9 million during the third quarter of fiscal year 2015, compared to reported cash flow from operations of $154.7 million for the third quarter of fiscal year 2014. Free cash flow (operating cash flow minus capital expenditures) was $111.7 million, which included $92.7 million of cash interest paid in the quarter, compared to a free cash flow of $94.4 million during the third quarter of fiscal year 2014, including $100.4 million of cash interest paid. At February 28, 2015, reported gross debt was $5,713.4 million, and cash and cash equivalents totaled $363.2 million, resulting in net debt of $5,350.2 million, compared to reported gross debt of $5,720.4 million, and cash and cash equivalents of $247.6 million, resulting in net debt of $5,472.8 million at May 31, 2014. About Biomet Biomet, Inc. and its subsidiaries design, manufacture and market surgical and non-surgical products used primarily by orthopedic surgeons and other musculoskeletal medical specialists. Biomet's product portfolio includes hip and knee reconstructive products; sports medicine, extremities and trauma products; spine, bone healing and microfixation products; dental reconstructive products; and cement, biologics and other products. Headquartered in Warsaw, Indiana, Biomet and its subsidiaries currently distribute products in approximately 90 countries. Contacts For further information contact Daniel P. Florin, Senior Vice President and Chief Financial Officer, at (574) 372-1687, J. Pat Richardson, Vice President, Investor Relations at (574) 372-3941 or Barbara Goslee, Director, Investor Relations at (574) 372-1514. Financial Schedule Presentation The Company's unaudited condensed consolidated financial statements as of and for the three and nine months ended February 28, 2015 and 2014 and other financial data included in this press release have been prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the United States (except with respect to certain non-GAAP financial measures discussed below), and reflects purchase accounting adjustments related to the 2007 Acquisition and acquisitions referenced below. Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements are often indicated by the use of words such as "will," "intend," "anticipate," "estimate," "expect," "plan" and similar expressions. Forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from those contemplated by the forward looking statements due to, among others, the following factors: the ability of the LVB Acquisition Inc. ("LVB"), the parent of the Company, and Zimmer Holdings, Inc. ("Zimmer") to complete their proposed merger; LVB's and Zimmer's ability to obtain regulatory approvals of the proposed merger on the contemplated terms and schedule; the impact of the announcement of, or failure to complete, the proposed merger on relationships with distributors, employees, customers and suppliers; the success of the Company's principal product lines; the results of the ongoing investigation by the United States Department of Justice; the ability to successfully implement new technologies; the Company's ability to sustain sales and earnings growth; the Company's success in achieving timely approval or clearance of its products with domestic and foreign regulatory entities; the impact to the business as a result of compliance with federal, state and foreign governmental regulations and with the Deferred Prosecution Agreement; the impact to the business as a result of the economic downturn in both foreign and domestic markets; the impact of federal health care reform; the impact of anticipated changes in the musculoskeletal industry and the ability of the Company to react to and capitalize on those changes; the ability of the Company to successfully implement its desired organizational changes and cost-saving initiatives; the ability of the Company to successfully integrate acquisitions; the impact to the business as a result of the Company's significant international operations, including, among others, with respect to foreign currency fluctuations and the success of the Company's transition of certain manufacturing operations to China; the impact of the Company's managerial changes; the ability of the Company's customers to receive adequate levels of reimbursement from third-party payors; the Company's ability to maintain its existing intellectual property rights and obtain future intellectual property rights; the impact to the business as a result of cost containment efforts of group purchasing organizations; the Company's ability to retain existing independent sales agents for its products; the impact of product liability litigation losses; and other factors set forth in the Company's filings with the SEC, including the Company's most recent annual report on Form 10-K and quarterly reports on Form 10-Q. Although the Company believes that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate given the inherent uncertainties as to the occurrence or non-occurrence of future events. There can be no assurance as to the accuracy of forward-looking statements contained in this press release. The inclusion of a forward-looking statement herein should not be regarded as a representation by the Company that the Company's objectives will be achieved. The Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements which speak only as of the date on which they were made. *Non-GAAP Financial Measures: Management uses non-GAAP financial measures, such as net sales excluding foreign currency (constant currency), operating income as adjusted, earnings before interest, taxes, depreciation and amortization (EBITDA) as adjusted, net income as adjusted, gross profit as adjusted, selling, general and administrative expense as adjusted, research and development expense as adjusted, interest expense as adjusted, other (income) expense as adjusted, provision (benefit) for income taxes as adjusted, net debt, free cash flow and unlevered free cash flow. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included elsewhere in the press release. The term "adjusted" or "as adjusted," a non-GAAP financial measure, refers to financial performance measures that exclude certain income statement line items, such as interest, taxes, depreciation or amortization, and/or exclude certain expenses, such as restructuring charges, non-cash impairment charges, integration and facilities opening costs or other business optimization expenses, new systems design and implementation costs, certain start-up costs and costs related to consolidation of facilities, loss on extinguishment of debt, certain non-cash charges, advisory fees paid to the Company's private equity owners, certain severance charges, acquisition costs including the 2012 Trauma Acquisition (as defined herein), the 2013 Spine Acquisition (as defined herein) and the Zimmer Merger (as defined herein), purchase accounting costs, certain litigation costs net of any probable recoveries from insurance carriers, including metal-on-metal, loss on swap liability and other related charges. These non-GAAP financial measures are not in accordance with, or an alternative for, GAAP in the United States. Biomet management believes that these non-GAAP financial measures provide useful information to investors; however, this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for financial information prepared in accordance with GAAP. Non-GAAP Reconciliation A reconciliation of reported results to adjusted results is included in this press release, which is also posted on Biomet's website: www.biomet.com Reclassifications Certain prior period amounts have been reclassified to conform to the current presentation. The current presentation aligns with how the Company presently reports sales and markets its products. The Company also reclassified instrument depreciation from cost of sales to selling, general and administrative expense. The 2007 Acquisition Biomet, Inc. finalized the merger with LVB Acquisition Merger Sub, Inc., a wholly-owned subsidiary of LVB Acquisition, Inc., which it refers to in this press release as the "2007 Acquisition", on September 25, 2007. LVB Acquisition, Inc. is indirectly owned by investment partnerships directly or indirectly advised or managed by The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co. and TPG Global. 2012 Trauma Acquisition On May 24, 2012, DePuy Orthopaedics, Inc. accepted the Company's binding offer to purchase certain assets representing substantially all of DePuy's worldwide trauma business (the "2012 Trauma Acquisition"), which involves researching, developing, manufacturing, marketing, distributing and selling products to treat certain bone fractures or deformities in the human body, including certain intellectual property assets, and to assume certain liabilities, for approximately $280.0 million in cash. The Company acquired the DePuy worldwide trauma business to strengthen its trauma business and to continue to build a stronger presence in the global trauma market. On June 15, 2012, the Company announced the initial closing of the transaction. During the first and second quarters of fiscal year 2013, subsequent closings in various foreign countries occurred on a staggered basis, with the final closing occurring on December 7, 2012. 2013 Spine Acquisition On October 5, 2013, the Company and its wholly-owned subsidiaries EBI Holdings, LLC, a Delaware limited liability company ("EBI"), and LNX Acquisition, Inc., a Delaware corporation ("Merger Sub Lanx"), entered into an Agreement and Plan of Merger (the "Merger Agreement Lanx") with Lanx, Inc., a Delaware corporation ("Lanx"). On October 31, 2013, Merger Sub Lanx merged with and into Lanx and the separate corporate existence of Merger Sub Lanx ceased (the "2013 Spine Acquisition"). Upon the consummation of the 2013 Spine Acquisition, Lanx became a wholly-owned subsidiary of EBI and the Company. As of November 1, 2013 the activities of Lanx were included in the Company's consolidated results. The aggregate purchase price for the acquisition was approximately $150.8 million on a debt-free basis. Zimmer Merger On April 24, 2014, LVB, a Delaware corporation, which owns all of the outstanding shares of common stock of Biomet, Inc., entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Zimmer, a Delaware corporation, and Owl Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Zimmer. Under the Merger Agreement, LVB will be acquired for an aggregate purchase price based on a total enterprise value of $13.35 billion, which will consist of $10.35 billion in cash (which is subject to adjustment) and 32,704,677 shares of Zimmer common stock (which number of shares represents the quotient of $3.0 billion divided by $91.73, the volume weighted average price of Zimmer's common stock on the New York Stock Exchange for the five trading days prior to the date of the Merger Agreement). According to Zimmer's Form 10-K filed on February 23, 2015, in connection with the merger, Zimmer expects to pay off all of the outstanding funded debt of LVB and its subsidiaries, and the aggregate cash merger consideration paid by Zimmer at the closing will be reduced by such amount. Zimmer is expected to fund the cash portion of the merger consideration and the repayment of the outstanding funded debt of LVB, totaling $5,713.4 million as of February 28, 2015, and its subsidiaries with a combination of new debt and cash on hand. The closing of the merger is not conditioned on the receipt of any debt financing by Zimmer. Zimmer, however, is not required to consummate the merger until the completion of a 15 consecutive business day marketing period. Rounding Amounts may not recalculate due to rounding.
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