Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Aug. 31, 2013 | Sep. 30, 2013 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Aug-13 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | LVB Acquisition, Inc. | |
Entity Central Index Key | 1402366 | |
Current Fiscal Year End Date | -26 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 552,387,966 | |
Biomet, Inc. [Member] | ||
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Aug-13 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | BIOMET INC | |
Entity Central Index Key | 351346 | |
Current Fiscal Year End Date | -26 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Aug. 31, 2013 | 31-May-13 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $345.40 | $355.60 |
Accounts receivable, less allowance for doubtful accounts receivables of $32.7 ($33.5 at May 31, 2013) | 524.5 | 531.8 |
Inventories | 651.8 | 624 |
Deferred income taxes | 118 | 119.9 |
Prepaid expenses and other | 127.6 | 141.3 |
Total current assets | 1,767.30 | 1,772.60 |
Property, plant and equipment, net | 664.5 | 665.2 |
Investments | 23.2 | 23 |
Intangible assets, net | 3,558 | 3,630.20 |
Goodwill | 3,596.80 | 3,600.90 |
Other assets | 95.8 | 102.8 |
Total assets | 9,705.60 | 9,794.70 |
Current liabilities: | ||
Current portion of long-term debt | 36.8 | 40.3 |
Accounts payable | 92.4 | 111.5 |
Accrued interest | 40 | 56.2 |
Accrued wages and commissions | 115.9 | 150.1 |
Other accrued expenses | 205.3 | 206 |
Total current liabilities | 490.4 | 564.1 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 5,935 | 5,926.10 |
Deferred income taxes | 1,067.70 | 1,129.80 |
Other long-term liabilities | 190.1 | 206.1 |
Total liabilities | 7,683.20 | 7,826.10 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock | 5.5 | 5.5 |
Contributed and additional paid-in capital | 5,666.50 | 5,662 |
Accumulated deficit | -3,661.90 | -3,693 |
Accumulated other comprehensive income (loss) | 12.3 | -5.9 |
Total shareholders’ equity | 2,022.40 | 1,968.60 |
Total liabilities and shareholders’ equity | 9,705.60 | 9,794.70 |
Biomet, Inc. [Member] | ||
Current assets: | ||
Cash and cash equivalents | 345.4 | 355.6 |
Accounts receivable, less allowance for doubtful accounts receivables of $32.7 ($33.5 at May 31, 2013) | 524.5 | 531.8 |
Inventories | 651.8 | 624 |
Deferred income taxes | 118 | 119.9 |
Prepaid expenses and other | 127.6 | 141.3 |
Total current assets | 1,767.30 | 1,772.60 |
Property, plant and equipment, net | 664.5 | 665.2 |
Investments | 23.2 | 23 |
Intangible assets, net | 3,558 | 3,630.20 |
Goodwill | 3,596.80 | 3,600.90 |
Other assets | 95.8 | 102.8 |
Total assets | 9,705.60 | 9,794.70 |
Current liabilities: | ||
Current portion of long-term debt | 36.8 | 40.3 |
Accounts payable | 92.4 | 111.5 |
Accrued interest | 40 | 56.2 |
Accrued wages and commissions | 115.9 | 150.1 |
Other accrued expenses | 205.3 | 206 |
Total current liabilities | 490.4 | 564.1 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 5,935 | 5,926.10 |
Deferred income taxes | 1,067.70 | 1,129.80 |
Other long-term liabilities | 190.1 | 206.1 |
Total liabilities | 7,683.20 | 7,826.10 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock | 0 | 0 |
Contributed and additional paid-in capital | 5,672 | 5,667.50 |
Accumulated deficit | -3,661.90 | -3,693 |
Accumulated other comprehensive income (loss) | 12.3 | -5.9 |
Total shareholders’ equity | 2,022.40 | 1,968.60 |
Total liabilities and shareholders’ equity | $9,705.60 | $9,794.70 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2013 | 31-May-13 |
In Millions, except Share data, unless otherwise specified | ||
Allowance for doubtful receivables | $32.70 | $33.50 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 740,000,000 | 740,000,000 |
Common stock, shares issued | 552,387,966 | 552,359,416 |
Common stock, shares outstanding | 552,387,966 | 552,359,416 |
Biomet, Inc. [Member] | ||
Allowance for doubtful receivables | $32.70 | $33.50 |
Common stock, par value | $0 | $0 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | |
Net sales | $730.70 | $707.40 | [1] |
Cost of sales | 237.2 | 228.1 | |
Gross profit | 493.5 | 479.3 | |
Selling, general and administrative expense | 284.1 | 296.1 | |
Research and development expense | 37.5 | 35.8 | |
Amortization | 75.5 | 78.4 | |
Operating income | 96.4 | 69 | |
Interest expense | 87.6 | 117.1 | |
Other (income) expense | 2.2 | 37.5 | |
Other expense, net | 89.8 | 154.6 | |
Income (loss) before income taxes | 6.6 | -85.6 | |
Provision (benefit) from income taxes | -24.5 | -54.1 | |
Net income (loss) | 31.1 | -31.5 | |
Other comprehensive income (loss), net of tax: | |||
Change in unrealized holding value on available-for-sale securities | 0 | 0.8 | |
Interest rate swap unrealized gains (losses) | 13.5 | -2.6 | |
Foreign currency related gains (losses) | 4.5 | 23.2 | |
Unrecognized actuarial gains (losses) | 0.2 | 0 | |
Other comprehensive income (loss) | 18.2 | 21.4 | |
Comprehensive income (loss) | 49.3 | -10.1 | |
Biomet, Inc. [Member] | |||
Net sales | 730.7 | 707.4 | |
Cost of sales | 237.2 | 228.1 | |
Gross profit | 493.5 | 479.3 | |
Selling, general and administrative expense | 284.1 | 296.1 | |
Research and development expense | 37.5 | 35.8 | |
Amortization | 75.5 | 78.4 | |
Operating income | 96.4 | 69 | |
Interest expense | 87.6 | 117.1 | |
Other (income) expense | 2.2 | 37.5 | |
Other expense, net | 89.8 | 154.6 | |
Income (loss) before income taxes | 6.6 | -85.6 | |
Provision (benefit) from income taxes | -24.5 | -54.1 | |
Net income (loss) | 31.1 | -31.5 | |
Other comprehensive income (loss), net of tax: | |||
Change in unrealized holding value on available-for-sale securities | 0 | 0.8 | |
Interest rate swap unrealized gains (losses) | 13.5 | -2.6 | |
Foreign currency related gains (losses) | 4.5 | 23.2 | |
Unrecognized actuarial gains (losses) | 0.2 | 0 | |
Other comprehensive income (loss) | 18.2 | 21.4 | |
Comprehensive income (loss) | $49.30 | ($10.10) | |
[1] | Certain amounts have been adjusted to conform to the current presentation. The current presentation aligns with how the Company presently manages and markets its products. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Cash flows provided by (used in) operating activities: | ||
Net income (loss) | $31.10 | ($31.50) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 120.4 | 120.6 |
Amortization and write off of deferred financing costs | 3.6 | 7 |
Stock-based compensation expense | 4.2 | 19.1 |
Loss on extinguishment of debt | 0 | 38 |
Recovery of doubtful accounts receivable | 0.1 | 1.3 |
Deferred income taxes | -61 | -68.9 |
Other | -3.9 | -1.3 |
Changes in operating assets and liabilities, net of acquired assets: | ||
Accounts receivable | 8 | 5.8 |
Inventories | -7.5 | -21.2 |
Prepaid expenses | 2.3 | -4.2 |
Accounts payable | -19.6 | -8.1 |
Income taxes | 17 | -4.2 |
Accrued interest | -16.2 | 51.9 |
Accrued expenses and other | -27.7 | -18.8 |
Net cash provided by operating activities | 50.8 | 85.5 |
Cash flows provided by (used in) investing activities: | ||
Proceeds from sales/maturities of investments | 9.5 | 0 |
Purchases of investments | -9.5 | 0 |
Net proceeds from sale of assets | 0.2 | 0 |
Capital expenditures | -46.5 | -53.1 |
Acquisitions, net of cash acquired - Trauma Acquisition | 0 | -280 |
Other acquisitions, net of cash acquired | -0.4 | -5.9 |
Net cash used in investing activities | -46.7 | -339 |
Debt: | ||
Payments under European facilities | -2.3 | -0.4 |
Payments under senior secured credit facilities | -8.3 | -8.5 |
Proceeds under revolvers | 2.3 | 0 |
Payments under revolvers | -5 | 0 |
Proceeds from senior notes due 2020 | 0 | 1,000 |
Tender offer for senior notes due 2017 | 0 | -581.7 |
Payment of fees related to refinancing activities | -0.2 | -30.1 |
Equity: | ||
Option exercise | 0.3 | 0 |
Net cash provided by (used in) financing activities | -13.2 | 379.3 |
Effect of exchange rate changes on cash | -1.1 | 1 |
Increase (decrease) in cash and cash equivalents | -10.2 | 126.8 |
Cash and cash equivalents, beginning of period | 355.6 | 492.4 |
Cash and cash equivalents, end of period | 345.4 | 619.2 |
Supplemental disclosures of cash flow information: | ||
Interest | 101.3 | 62.5 |
Income taxes | 32.2 | 22 |
Biomet, Inc. [Member] | ||
Cash flows provided by (used in) operating activities: | ||
Net income (loss) | 31.1 | -31.5 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 120.4 | 120.6 |
Amortization and write off of deferred financing costs | 3.6 | 7 |
Stock-based compensation expense | 4.2 | 19.1 |
Loss on extinguishment of debt | 0 | 38 |
Recovery of doubtful accounts receivable | 0.1 | 1.3 |
Deferred income taxes | -61 | -68.9 |
Other | -3.9 | -1.3 |
Changes in operating assets and liabilities, net of acquired assets: | ||
Accounts receivable | 8 | 5.8 |
Inventories | -7.5 | -21.2 |
Prepaid expenses | 2.3 | -4.2 |
Accounts payable | -19.6 | -8.1 |
Income taxes | 17 | -4.2 |
Accrued interest | -16.2 | 51.9 |
Accrued expenses and other | -27.7 | -18.8 |
Net cash provided by operating activities | 50.8 | 85.5 |
Cash flows provided by (used in) investing activities: | ||
Proceeds from sales/maturities of investments | 9.5 | 0 |
Purchases of investments | -9.5 | 0 |
Net proceeds from sale of assets | 0.2 | 0 |
Capital expenditures | -46.5 | -53.1 |
Acquisitions, net of cash acquired - Trauma Acquisition | 0 | -280 |
Other acquisitions, net of cash acquired | -0.4 | -5.9 |
Net cash used in investing activities | -46.7 | -339 |
Debt: | ||
Payments under European facilities | -2.3 | -0.4 |
Payments under senior secured credit facilities | -8.3 | -8.5 |
Proceeds from senior notes due 2020 | 0 | 1,000 |
Tender offer for senior notes due 2017 | 0 | -581.7 |
Payment of fees related to refinancing activities | -0.2 | -30.1 |
Equity: | ||
Net cash provided by (used in) financing activities | -13.2 | 379.3 |
Effect of exchange rate changes on cash | -1.1 | 1 |
Increase (decrease) in cash and cash equivalents | -10.2 | 126.8 |
Cash and cash equivalents, beginning of period | 355.6 | 492.4 |
Cash and cash equivalents, end of period | 345.4 | 619.2 |
Supplemental disclosures of cash flow information: | ||
Interest | 101.3 | 62.5 |
Income taxes | $32.20 | $22 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Aug. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. |
The accompanying unaudited condensed consolidated financial statements include the accounts of LVB Acquisition, Inc. (“LVB” and “Parent”) and Biomet, Inc. and its subsidiaries (individually and collectively with its subsidiaries referred to as “Biomet”, and together with LVB, the “Company”, “we”, “us” or “our”). Biomet is a wholly owned subsidiary of LVB. LVB has no other operations beyond its ownership of Biomet. Intercompany accounts and transactions have been eliminated in consolidation. | |
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. As a result, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial condition, results of operations and cash flows for the periods presented have been included. Operating results for the three months ended August 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2014. For further information, including the Company’s significant accounting policies, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013 (the “2013 Form 10-K”). | |
The May 31, 2013 condensed consolidated balances have been derived from the audited financial statements included in the 2013 Form 10-K. | |
Recent Accounting Pronouncements | |
There are no recent accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations or cash flows. |
Acquisition
Acquisition | 3 Months Ended | |||
Aug. 31, 2013 | ||||
Business Combinations [Abstract] | ||||
Acquisition | Acquisition. | |||
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 “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. | ||||
The acquisition has been accounted for as a business combination. The preliminary purchase price was allocated to the acquired assets and liabilities based on the estimated fair value of the acquired assets at the date of acquisition. | ||||
The following table summarizes the purchase price allocation: | ||||
(in millions) | ||||
Inventory | $ | 93.7 | ||
Prepaid expenses and other | 2.1 | |||
Instruments | 29.2 | |||
Other property, plant and equipment | 7.2 | |||
Liabilities assumed | (5.6 | ) | ||
Intangible assets | 141.5 | |||
Goodwill | 11.9 | |||
Purchase price | $ | 280 | ||
The results of operations of the business have been included subsequent to the respective country closing dates in the accompanying condensed consolidated financial statements. Acquisition-related costs for the three months ended August 31, 2012 were $6.9 million and are recorded in cost of sales and selling, general and administrative expenses. The goodwill value is not tax deductible. | ||||
The pro forma information required under Accounting Standards Codification 805 is impracticable to include due to different fiscal year ends and individual country closings. |
Inventories
Inventories | 3 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories. | |||||||
Inventories are stated at the lower of cost or market, with cost determined under the first-in, first-out method. The Company reviews inventory on hand and writes down excess and slow-moving inventory based on an assessment of future demand and historical experience. Inventories consisted of the following: | ||||||||
(in millions) | 31-Aug-13 | May 31, 2013 | ||||||
Raw materials | $ | 76 | $ | 78.8 | ||||
Work-in-process | 47.6 | 44.7 | ||||||
Finished goods | 528.2 | 500.5 | ||||||
Inventories, net | $ | 651.8 | $ | 624 | ||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | Property, Plant and Equipment. | |||||||
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Depreciation of instruments is included within cost of sales. Related maintenance and repairs are expensed as incurred. | ||||||||
The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows relating to the asset, or asset group, are less than its carrying value, with the amount of the loss equal to the excess of carrying value of the asset, or asset group, over the estimated fair value. | ||||||||
Useful lives by major product category consisted of the following: | ||||||||
Useful life | ||||||||
Land improvements | 20 years | |||||||
Buildings and leasehold improvements | 30 years | |||||||
Machinery and equipment | 5-10 years | |||||||
Instruments | 4 years | |||||||
Property, plant and equipment consisted of the following: | ||||||||
(in millions) | 31-Aug-13 | May 31, 2013 | ||||||
Land and land improvements | $ | 40.4 | $ | 40.5 | ||||
Buildings and leasehold improvements | 110.3 | 106.3 | ||||||
Machinery and equipment | 388.2 | 375.4 | ||||||
Instruments | 732.8 | 710.5 | ||||||
Construction in progress | 48.9 | 48.8 | ||||||
Total property, plant and equipment | 1,320.60 | 1,281.50 | ||||||
Accumulated depreciation | (656.1 | ) | (616.3 | ) | ||||
Total property, plant and equipment, net | $ | 664.5 | $ | 665.2 | ||||
The Company recorded depreciation expense of $44.9 million and $42.2 million for the three months ended August 31, 2013 and 2012, respectively. |
Investments
Investments | 3 Months Ended | |||||||||||||||
Aug. 31, 2013 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||
Investments | Investments. | |||||||||||||||
At August 31, 2013, the Company’s investment securities were classified as follows: | ||||||||||||||||
Amortized | Unrealized | Fair | ||||||||||||||
(in millions) | Cost | Gains | Losses | Value | ||||||||||||
Available-for-sale: | ||||||||||||||||
Equity securities | $ | 0.2 | $ | 0.3 | $ | — | $ | 0.5 | ||||||||
Time deposit | 15.9 | 0.2 | — | 16.1 | ||||||||||||
Greek bonds | 1.1 | 4 | — | 5.1 | ||||||||||||
Total available-for-sale investments | $ | 17.2 | $ | 4.5 | $ | — | $ | 21.7 | ||||||||
Amortized | Realized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Trading: | ||||||||||||||||
Equity securities | $ | 1.5 | $ | — | $ | — | $ | 1.5 | ||||||||
Total trading investments | $ | 1.5 | $ | — | $ | — | $ | 1.5 | ||||||||
At May 31, 2013, the Company’s investment securities were classified as follows: | ||||||||||||||||
Amortized | Unrealized | Fair | ||||||||||||||
(in millions) | Cost | Gains | Losses | Value | ||||||||||||
Available-for-sale: | ||||||||||||||||
Equity securities | $ | 0.2 | $ | 0.2 | $ | — | $ | 0.4 | ||||||||
Time deposit | 15.9 | 0.1 | — | 16 | ||||||||||||
Greek bonds | 1.1 | 4.5 | — | 5.6 | ||||||||||||
Total available-for-sale investments | $ | 17.2 | $ | 4.8 | $ | — | $ | 22 | ||||||||
Amortized | Realized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Trading: | ||||||||||||||||
Equity securities | $ | 0.8 | $ | 0.2 | $ | — | $ | 1 | ||||||||
Total trading investments | $ | 0.8 | $ | 0.2 | $ | — | $ | 1 | ||||||||
The Company recorded proceeds on the sales/maturities of investments of $9.5 million for the three months ended August 31, 2013 and no proceeds during the three months ended August 31, 2012. The Company purchased investments of $9.5 million during the three months ended August 31, 2013, with no purchases during the three months ended August 31, 2012. | ||||||||||||||||
The Company holds Greek bonds which are designated as available-for-sale securities. The bonds have maturities ranging from 1 to 30 years. As of August 31, 2013, the face value of the bonds was $11.3 million. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Aug. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets. | |||||||||||||||||||||||
The balance of goodwill as of August 31, 2013 and May 31, 2013 was $3,596.8 million and $3,600.9 million, respectively. The change in goodwill reflects foreign currency fluctuations, primarily the weakening of the Australian dollar against the U.S. dollar. | ||||||||||||||||||||||||
The Company uses an accelerated method for amortizing customer relationship intangibles, as the value for those relationships is greater at the beginning of their life. The accelerated method was calculated using historical customer attrition rates. The remaining finite-lived intangibles are amortized on a straight line basis. The decrease in the net intangible asset balance is primarily due to amortization, partially offset by the strengthening of the euro against the U.S. dollar. | ||||||||||||||||||||||||
The Company performs its annual assessment for impairment as of March 31 for all reporting units, or on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The estimates and assumptions underlying the fair value calculations used in the Company’s annual impairment tests are uncertain by their nature and can vary significantly from actual results. Factors that management must estimate include, but are not limited to, industry and market conditions, sales volume and pricing, raw material costs, capital expenditures, working capital changes, cost of capital, and tax rates. These factors are especially difficult to predict when global financial markets are volatile. The estimates and assumptions used in its impairment tests are consistent with those the Company uses in its internal planning. These estimates and assumptions may change from period to period. If the Company uses different estimates and assumptions in the future, impairment charges may occur and could be material. | ||||||||||||||||||||||||
Intangible assets consisted of the following at August 31, 2013 and May 31, 2013: | ||||||||||||||||||||||||
(in millions) | August 31, 2013 | |||||||||||||||||||||||
Gross | Net | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||||||
Core technology | $ | 1,733.90 | $ | (500.6 | ) | $ | 1,233.30 | |||||||||||||||||
Completed technology | 580.4 | (229.4 | ) | 351 | ||||||||||||||||||||
Product trade names | 205.4 | (68.9 | ) | 136.5 | ||||||||||||||||||||
Customer relationships | 2,384.50 | (855.7 | ) | 1,528.80 | ||||||||||||||||||||
Non-compete contracts | 4.6 | (4.1 | ) | 0.5 | ||||||||||||||||||||
Sub-total | 4,908.80 | (1,658.7 | ) | 3,250.10 | ||||||||||||||||||||
Corporate trade names | 307.9 | — | 307.9 | |||||||||||||||||||||
Total | $ | 5,216.70 | $ | (1,658.7 | ) | $ | 3,558.00 | |||||||||||||||||
(in millions) | May 31, 2013 | |||||||||||||||||||||||
Gross | New | Net | ||||||||||||||||||||||
Carrying | Impairment | Carrying | Accumulated | Impairment | Carrying | |||||||||||||||||||
Amount | Charge | Amount | Amortization | Charge | Amount | |||||||||||||||||||
Core technology | $ | 1,772.60 | $ | (39.0 | ) | $ | 1,733.60 | $ | (481.1 | ) | $ | 4.1 | $ | 1,256.60 | ||||||||||
Completed technology | 628.8 | (48.5 | ) | 580.3 | (254.9 | ) | 36.7 | 362.1 | ||||||||||||||||
Product trade names | 204.2 | — | 204.2 | (65.9 | ) | — | 138.3 | |||||||||||||||||
Customer relationships | 2,429.50 | (46.1 | ) | 2,383.40 | (828.4 | ) | 9.9 | 1,564.90 | ||||||||||||||||
Non-compete contracts | 4.6 | — | 4.6 | (3.8 | ) | — | 0.8 | |||||||||||||||||
Sub-total | 5,039.70 | (133.6 | ) | 4,906.10 | (1,634.1 | ) | 50.7 | 3,322.70 | ||||||||||||||||
Corporate trade names | 319 | (11.5 | ) | 307.5 | — | — | 307.5 | |||||||||||||||||
Total | $ | 5,358.70 | $ | (145.1 | ) | $ | 5,213.60 | $ | (1,634.1 | ) | $ | 50.7 | $ | 3,630.20 | ||||||||||
The weighted average useful life of the intangibles at August 31, 2013 is as follows: | ||||||||||||||||||||||||
Weighted Average | ||||||||||||||||||||||||
Useful Life | ||||||||||||||||||||||||
Core technology | 15 years | |||||||||||||||||||||||
Completed technology | 9 years | |||||||||||||||||||||||
Product trade names | 13 years | |||||||||||||||||||||||
Customer relationships | 14 years | |||||||||||||||||||||||
Non-compete contracts | 1 year | |||||||||||||||||||||||
Corporate trade names | Indefinite life | |||||||||||||||||||||||
Expected amortization expense for the intangible assets stated above for the years ending May 31, 2014 through 2018 is $287.9 million, $278.9 million, $269.0 million, $265.3 million, and $248.0 million, respectively. |
Debt
Debt | 3 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||
Debt | Debt. | |||||||||||||
The terms and carrying value of each debt instrument at August 31, 2013 and May 31, 2013 are set forth below: | ||||||||||||||
(U.S. dollars and euros in millions) | Maturity Date | Interest Rate | Currency | 31-Aug-13 | May 31, 2013 | |||||||||
Debt Instruments | ||||||||||||||
European facility | No fixed maturity date | Interest free | EUR | € | — | € | 1.8 | |||||||
$ | — | $ | 2.3 | |||||||||||
China facility | January 16, 2016 | LIBOR + 2.10% | USD | $ | 1 | $ | 6 | |||||||
5.32% | CNY | ¥ | 14 | ¥ | — | |||||||||
$ | 2.3 | $ | — | |||||||||||
Term loan facility B | March 25, 2015 | LIBOR + 3.00% | USD | $ | 104.1 | $ | 104.3 | |||||||
Term loan facility B-1 | July 25, 2017 | LIBOR + 3.75% | USD | $ | 2,111.40 | $ | 2,116.80 | |||||||
Term loan facility B | March 25, 2015 | LIBOR + 3.00% | EUR | € | 167.3 | € | 167.8 | |||||||
$ | 221.4 | $ | 217.9 | |||||||||||
Term loan facility B-1 | July 25, 2017 | LIBOR + 4.00% | EUR | € | 657.7 | € | 659.4 | |||||||
$ | 870.2 | $ | 856.4 | |||||||||||
Cash flow revolving credit facility | April 25, 2017 | LIBOR + 3.50% | USD | $ | — | $ | — | |||||||
Cash flow revolving credit facility | April 25, 2017 | LIBOR + 3.50% | USD/EUR | $ | — | $ | — | |||||||
Asset-based revolving credit facility | July 25, 2017 | LIBOR + 1.75% | USD | $ | — | $ | — | |||||||
Asset-based revolving credit facility | July 25, 2017 | LIBOR + 1.75% | EUR | € | — | € | — | |||||||
Senior notes | August 1, 2020 | 6.50% | USD | $ | 1,825.00 | $ | 1,825.00 | |||||||
Senior subordinated notes | October 1, 2020 | 6.50% | USD | $ | 800 | $ | 800 | |||||||
Premium on notes | $ | 36.4 | $ | 37.7 | ||||||||||
Total debt | $ | 5,971.80 | $ | 5,966.40 | ||||||||||
The Company has the option to choose the frequency with which it resets and pays interest on its term loans. The Company currently pays interest on the majority of its term loans and interest rate swaps each month. The remaining term loan and swap interest is paid quarterly. Interest on the 6.500% senior notes due 2020 is paid semiannually in February and August. Interest on the 6.500% senior subordinated notes due 2020 is paid semiannually in April and October. | ||||||||||||||
The Company currently elects to use 1-month LIBOR for setting the interest rates on 77% of its U.S. dollar-denominated and 100% of its euro-denominated term loans. The 1-month LIBOR rate for the majority of the U.S. dollar-denominated term loan as of August 31, 2013 was 0.18%. The majority of the euro-denominated term loan had a 1-month LIBOR rate of 0.08% as of August 31, 2013. The 3-month LIBOR rate for the U.S. dollar-denominated term loan was 0.27% as of August 31, 2013. The Company’s term loan facilities require payments each year in an amount equal to (x) 0.25% of the product of (i) the aggregate principal amount of all euro-denominated term loans and dollar-denominated term loans outstanding under the original credit agreement on the closing date multiplied by (ii) a fraction, the numerator of which is the aggregate principal amount of euro-denominated term B loans and dollar-denominated term B loans outstanding on August 2, 2012 (after giving effect to certain conversions to occur on or after August 2, 2012 pursuant to the amended and restated credit agreement) and the denominator of which is the aggregate principal amount of all outstanding term loans on August 2, 2012 and (y) 0.25% of the aggregate principal amount of all outstanding euro-denominated term B-1 loans and dollar-denominated term B-1 loans, in each case in equal calendar quarterly installments until maturity of the loan and after giving effect to the application of any prepayments. Through August 31, 2013, the total amount of required payments under the Company’s term loan facilities was $8.3 million. The cash flow and asset-based revolving credit facilities and the notes do not have terms for mandatory principal paydowns. To calculate the U.S. dollar equivalent on outstanding balances, the Company used a currency conversion rate of 1 euro to $1.3231 and $1.2988, which represents the currency exchange rate from euros to U.S. dollars on August 31, 2013 and May 31, 2013, respectively. | ||||||||||||||
The Company’s revolving borrowing base available under all debt facilities at August 31, 2013 was $790.0 million, which is net of the borrowing base limitations relating to the asset-based revolving credit facility. | ||||||||||||||
As of August 31, 2013, $10.8 million of financing fees related to the Company’s credit agreement remain in long-term assets and continue to be amortized through interest expense over the remaining life of the credit agreement. Additionally, $65.8 million of new financing fees related to the refinancing referenced below are also in long-term assets and will be amortized through interest expense over the remaining lives of the new debt instruments. | ||||||||||||||
Each of Biomet, Inc.’s existing wholly owned domestic subsidiaries fully, unconditionally, jointly, and severally guarantee the 6.500% senior notes due 2020 on a senior unsecured basis and the 6.500% senior subordinated notes due 2020 on a senior subordinated unsecured basis, in each case to the extent such subsidiaries guarantee Biomet, Inc.’s senior secured credit facilities. LVB Acquisition, Inc. is neither an issuer nor guarantor of the notes described within this footnote. | ||||||||||||||
Notes Offerings and Concurrent Tender Offers | ||||||||||||||
On August 8, 2012, Biomet completed its offering of $1,000.0 million aggregate principal amount of new 6.500% senior notes due 2020. Biomet used the net proceeds of that offering to fund a tender offer for any and all of its outstanding 103/8% / 111/8% senior PIK toggle notes due 2017 (“Senior Toggle Notes”) including related fees and expenses, to redeem the remaining Senior Toggle Notes not tendered in the tender offer and to redeem $140.0 million aggregate principal amount of the 115/8% senior subordinated notes due 2017 (“115/8% Senior Subordinated Notes”). Approximately 70% of the Senior Toggle Notes were tendered in August 2012. The remaining Senior Toggle Notes and $140.0 million aggregate principal amount of the 115/8% Senior Subordinated Notes were redeemed in September 2012. | ||||||||||||||
On October 2, 2012, Biomet, Inc. completed its offering of $825.0 million aggregate principal amount of 6.500% senior notes due 2020 as part of a further issuance of 6.500% senior notes due 2020. The Company used the net proceeds of this offering to fund a tender offer for any and all of its 10% senior notes due 2017 (“10% Senior Notes”), including related fees and expenses and to redeem 10% Senior Notes not accepted for purchase in such tender offer. Concurrently with this offering, Biomet also completed an offering of $800.0 million aggregate principal amount of 6.500% senior subordinated notes due 2020. Biomet used the net proceeds of the subordinated notes offering together with cash on hand, to fund a tender offer for up to $800.0 million aggregate principal amount of its 115/8% Senior Subordinated Notes, including related fees and expenses and to redeem 115/8% Senior Subordinated Notes not accepted for purchase in such tender offer. $343.4 million in aggregate principal amount of 10% Senior Notes, or approximately 45.12% of the 10% Senior Notes outstanding, were validly tendered and not withdrawn, and $384.2 million aggregate principal amount of 115/8% Senior Subordinated Notes, or approximately 43.91% of the 115/8% Senior Subordinated Notes outstanding, were validly tendered and not withdrawn, in each case as of the early tender deadline of October 1, 2020. On November 1, 2012, Biomet redeemed and retired all outstanding 10% Senior Notes and 115/8% Senior Subordinated Notes not accepted for purchase in the tender offer using cash on hand and asset-based revolver proceeds. | ||||||||||||||
Amendment and Restatement Agreement-Senior Secured Credit Facilities | ||||||||||||||
On August 2, 2012, Biomet entered into an amendment and restatement agreement that amended its existing senior secured credit facilities. The amendment (i) extended the maturing of approximately $1,007.2 million of its U.S. dollar-denominated term loans and approximately €631.3 million of its euro-denominated term loans under the credit facility to July 25, 2017 and (ii) refinanced and replaced the then-existing alternative currency revolving credit commitments under the credit facility with a new class of alternative currency revolving credit commitments in an aggregate amount of $165.0 million and refinanced and replaced the then-existing U.S. dollar revolving credit commitments under the credit facility with a new class of U.S. dollar-denominated revolving credit commitments in an aggregate amount of $165.0 million. The new revolving credit commitments will mature on April 25, 2017, except that if as of December 23, 2014, there is an outstanding aggregate principal amount of non-extended U.S. dollar and euro term loans in excess of $200.0 million, then such revolving credit commitments will mature on December 24, 2014. The remaining term loans of the lenders under the senior secured credit facilities who did not elect to extend such loans will continue to mature on March 25, 2015. | ||||||||||||||
Joinder Agreement | ||||||||||||||
On October 4, 2012, LVB, Biomet and certain subsidiaries of Biomet entered into a joinder agreement (the “Joinder”) with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, each lender from time to time party thereto and each of the other parties identified as an “Extending Term Lender.” The Joinder was entered into pursuant to its credit agreement, dated as of September 25, 2007, as amended and restated by the amendment and restatement agreement dated as of August 2, 2012 (the “Amendment”), by and among Biomet, LVB, certain subsidiaries of Biomet, Bank of America, N.A. and each lender from time to time party thereto. | ||||||||||||||
By entering into the Joinder, the joining lenders agreed to extend the maturity of (i) approximately $392.7 million of Biomet’s U.S. dollar-denominated term loans and (ii) approximately €32.9 million of Biomet’s euro-denominated term loans, to July 25, 2017. The term loans extended pursuant to the Joinder are on terms identical to the terms loans that were extended pursuant to the Amendment. The remaining term loans of the lenders who have not elected to extend their loans will mature on March 25, 2015. | ||||||||||||||
Refinancing of Asset-Based Revolving Credit Facility | ||||||||||||||
On November 14, 2012, Biomet replaced and refinanced its asset-based revolving credit facility with a new asset-based revolving credit facility that has a U.S. tranche of up to $400.0 million and a European borrower tranche denominated in euros of up to the euro-equivalent of $100.0 million. The European borrower tranche is secured by certain foreign assets of European subsidiary borrowers and the U.S. borrowers under the U.S. tranche guarantee the obligations of any such European subsidiary borrowers (and such guarantees are secured by the current assets collateral that secures the direct obligations of such U.S. borrowers under such U.S. tranche). | ||||||||||||||
Refinancing of U.S. dollar-denominated Term Loan | ||||||||||||||
On December 27, 2012, Biomet completed a $730.0 million add-on to the extended U.S. dollar-denominated term loan. The proceeds from the add-on were used to refinance the non-extended U.S. dollar-denominated term B loan, which was net of fees associated with the add-on closing. The terms of the add-on are consistent with the terms in the Amendment and Restatement Agreement-Senior Secured Credit Facilities explanation above. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Aug. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements. | |||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||||
Fair value measurements are principally applied to (1) financial assets and liabilities such as marketable equity securities and debt securities, (2) investments in equity and other securities and (3) derivative instruments consisting of interest rate swaps. These items are marked-to-market at each reporting period to fair value. The information in the following paragraphs and tables primarily addresses matters relative to these financial assets and liabilities. | ||||||||||||||||
• | Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets include money market investments and marketable equity securities. | |||||||||||||||
• | Level 2 – Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. The Company’s Level 2 assets and liabilities primarily include Greek bonds, time deposits, interest rate swaps, pension plan assets (equity securities, debt securities and other) and foreign currency exchange contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. | |||||||||||||||
• | Level 3 – Inputs are unobservable for the asset or liability. The Company’s Level 3 assets include other equity investments. See the section below titled Level 3 Valuation Techniques for further discussion of how the Company determines fair value for investments classified as Level 3. | |||||||||||||||
The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis at August 31, 2013 and May 31, 2013: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
Fair Value at | Using Inputs Considered as | |||||||||||||||
(in millions) | August 31, 2013 | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 242 | $ | 242 | $ | — | $ | — | ||||||||
Time deposits | 16.1 | — | 16.1 | — | ||||||||||||
Greek bonds | 5.1 | — | 5.1 | — | ||||||||||||
Pension plan assets | 135.6 | — | 135.6 | — | ||||||||||||
Foreign currency exchange contracts | 0.5 | — | 0.5 | — | ||||||||||||
Equity securities | 0.4 | 0.3 | — | 0.1 | ||||||||||||
Total assets | $ | 399.7 | $ | 242.3 | $ | 157.3 | $ | 0.1 | ||||||||
Liabilities: | ||||||||||||||||
Interest rate swaps | $ | 32.4 | $ | — | $ | 32.4 | $ | — | ||||||||
Foreign currency exchange contracts | 0.4 | — | 0.4 | — | ||||||||||||
Total liabilities | $ | 32.8 | $ | — | $ | 32.8 | $ | — | ||||||||
Fair Value Measurements | ||||||||||||||||
Fair Value at | Using Inputs Considered as | |||||||||||||||
(in millions) | 31-May-13 | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 93.1 | $ | 93.1 | $ | — | $ | — | ||||||||
Time deposits | 31.5 | — | 31.5 | — | ||||||||||||
Greek bonds | 5.6 | — | 5.6 | — | ||||||||||||
Pension plan assets | 137.6 | — | 137.6 | — | ||||||||||||
Foreign currency exchange contracts | 0.5 | — | 0.5 | — | ||||||||||||
Equity securities | 1.4 | 1.3 | — | 0.1 | ||||||||||||
Total assets | $ | 269.7 | $ | 94.4 | $ | 175.2 | $ | 0.1 | ||||||||
Liabilities: | ||||||||||||||||
Interest rate swaps | $ | 54.1 | $ | — | $ | 54.1 | $ | — | ||||||||
Foreign currency exchange contracts | 0.6 | — | 0.6 | — | ||||||||||||
Total liabilities | $ | 54.7 | $ | — | $ | 54.7 | $ | — | ||||||||
Level 3 Valuation Techniques | ||||||||||||||||
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial assets also include certain investment securities for which there is limited market activity where the determination of fair value requires significant judgment or estimation. Level 3 investment securities primarily include other equity investments for which there was a decrease in the observation of market pricing. As of August 31, 2013 and May 31, 2013, these securities were valued primarily using internal cash flow valuation that incorporates transaction details such as contractual terms, maturity, timing and amount of future cash flows, as well as assumptions about liquidity and credit valuation adjustments of marketplace participants. | ||||||||||||||||
The estimated fair value of the Company’s long-term debt, including the current portion, at August 31, 2013 and May 31, 2013 was $6,002.8 million and $6,090.4 million, respectively, compared to carrying values of $5,971.8 million and $5,966.4 million, respectively. The fair value of the Company’s traded debt is considered Level 3 and was estimated using quoted market prices for the same or similar instruments. The fair value of the Company’s variable rate term debt was estimated using Bloomberg composite quotes. In determining the fair values and carrying values, the Company considers the terms of the related debt and excludes the impacts of debt discounts and interest rate swaps. | ||||||||||||||||
Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||
During the three months ended August 31, 2013 and 2012, the Company had no significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 3 Months Ended | ||||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities. | ||||||||||||||||||
The Company is exposed to certain market risks relating to its ongoing business operations, including foreign currency risk, interest rate risk and commodity price risk. The Company currently manages foreign currency risk and interest rate risk through the use of derivatives. | |||||||||||||||||||
Derivatives Designated as Hedging Instruments | |||||||||||||||||||
Foreign Currency Instruments—Certain assets, liabilities and forecasted transactions are exposed to foreign currency risk, primarily the fluctuation of the U.S. dollar against the euro. The Company has hedged a portion of its net investment in its European subsidiaries with the issuance of a €875.0 million (approximately $1,207.4 million at September 25, 2007) principal amount euro term loan on September 25, 2007. The Company’s net investment in its European subsidiaries at the hedging date of September 25, 2007 was €1,238.0 million ($1,690.0 million). As of August 31, 2013, the Company’s net investment in European subsidiaries totaled €1,752.4 million ($2,318.7 million) and the outstanding principal balance of the euro term loan was €825.0 million ($1,091.6 million) of which €787.6 million ($1,042.1 million) was designated as a net investment hedge. The difference of €964.8 million ($1,276.6 million) is unhedged as of August 31, 2013. Hedge effectiveness is tested quarterly to determine whether hedge treatment is still appropriate. The Company tests effectiveness on this net investment hedge by determining if the net investment in its European subsidiaries is greater than the outstanding euro-denominated debt balance. Any amount of a derivative instrument designated as a hedge determined to be ineffective is recorded as other (income) expense. | |||||||||||||||||||
Interest Rate Instruments—The Company uses interest rate swap agreements (cash flow hedges) in both U.S. dollars and euros as a means of fixing the interest rate on portions of its floating-rate debt instruments. As of August 31, 2013, the Company had a swap liability of $32.4 million, which consisted of $14.3 million short-term and $18.6 million long-term, partially offset by a $0.5 million credit valuation adjustment. As of May 31, 2013, the Company had a swap liability of $54.1 million, which consisted of $19.9 million short-term and $34.8 million long-term, partially offset by a $0.6 million credit valuation adjustment. | |||||||||||||||||||
The table below summarizes existing swap agreements at August 31, 2013 and May 31, 2013: | |||||||||||||||||||
(U.S. dollars and euros in millions) | Fair Value at | Fair Value at | |||||||||||||||||
Notional | 31-Aug-13 | May 31, 2013 | |||||||||||||||||
Structure | Currency | Amount | Effective Date | Termination Date | Asset (Liability) | Asset (Liability) | |||||||||||||
5 years | EUR | € | 200 | September 25, 2012 | September 25, 2017 | (7.9 | ) | (11.3 | ) | ||||||||||
5 years | EUR | 200 | September 25, 2012 | September 25, 2017 | (7.8 | ) | (11.1 | ) | |||||||||||
5 years | USD | $ | 325 | December 26, 2008 | December 25, 2013 | (2.2 | ) | (3.8 | ) | ||||||||||
5 years | USD | 195 | September 25, 2009 | September 25, 2014 | (5.4 | ) | (6.7 | ) | |||||||||||
2 years | USD | 190 | March 25, 2013 | March 25, 2015 | (1.5 | ) | (1.7 | ) | |||||||||||
3 years | USD | 270 | December 27, 2013 | September 25, 2016 | (3.8 | ) | (5.2 | ) | |||||||||||
5 years | USD | 350 | September 25, 2012 | September 25, 2017 | (2.2 | ) | (7.5 | ) | |||||||||||
5 years | USD | 350 | September 25, 2012 | September 25, 2017 | (2.1 | ) | (7.4 | ) | |||||||||||
Credit valuation adjustment | 0.5 | 0.6 | |||||||||||||||||
Total interest rate instruments | $ | (32.4 | ) | $ | (54.1 | ) | |||||||||||||
The interest rate swaps are recorded in other accrued expenses and other long-term liabilities. As a result of cash flow hedge treatment being applied, all unrealized gains and losses related to the derivative instruments are recorded in accumulated other comprehensive income (loss). Hedge effectiveness is tested quarterly to determine if hedge treatment is still appropriate. The amount of ineffectiveness was not material for any period presented. The tables below summarize the effective portion and ineffective portion of the Company’s interest rate swaps for the three months ended August 31, 2013 and August 31, 2012: | |||||||||||||||||||
(in millions) | Three Months Ended | ||||||||||||||||||
Derivatives in cash flow hedging relationship | 31-Aug-13 | 31-Aug-12 | |||||||||||||||||
Interest rate swaps: | |||||||||||||||||||
Amount of gain (loss) recognized in OCI | $ | 21.7 | $ | (4.2 | ) | ||||||||||||||
Amount of (gain) loss reclassified from accumulated OCI into interest expense (effective portion) | — | — | |||||||||||||||||
Amount (gain) loss recognized in other income (expense) (ineffective portion and amount excluded from effectiveness testing) | — | — | |||||||||||||||||
As of August 31, 2013, the effective interest rate, including the applicable lending margin, on 63.64% ($1,410.0 million) of the outstanding principal of the Company’s U.S. dollar term loan was fixed at 5.51% through the use of interest rate swaps. The effective interest rate on 48.48% (€400.0 million) of the outstanding principal of the Company’s euro term loan was fixed at 5.55% through the use of interest rate swaps. The remaining unhedged balances of the U.S. dollar and euro term loans had effective interest rates of 3.84% and 3.69%, respectively. As of August 31, 2013 and May 31, 2013, the Company’s effective weighted average interest rate on all outstanding debt, including the interest rate swaps, was 5.62% and 6.29%, respectively. | |||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||||
Foreign Currency Instruments—The Company faces transactional currency exposures that arise when it or its foreign subsidiaries enter into transactions, primarily on an intercompany basis, denominated in currencies other than their functional currency. The Company may enter into short-term forward currency exchange contracts in order to mitigate the currency exposure related to these intercompany payables and receivables arising from intercompany trade. The Company does not designate these contracts as hedges; therefore, all forward currency exchange contracts are recorded at their fair value each period, with the resulting gains and losses recorded in other (income) expense. Any foreign currency remeasurement gains or losses recognized in a period are generally offset with gains or losses on the forward currency exchange contracts. As of August 31, 2013, the fair value of the Company’s derivatives not designated as hedging instruments on a gross basis were assets of $0.5 million recorded in prepaid expenses and other, and liabilities of $0.4 million recorded in other accrued expenses. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Equity [Abstract] | ||||||||
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss). | |||||||
Accumulated other comprehensive income (loss) includes currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments and changes in pension assets. The Company generally deems its foreign investments to be essentially permanent in nature and does not provide for taxes on currency translation adjustments arising from translating the investment in a foreign currency to U.S. dollars. When the Company determines that a foreign investment is no longer permanent in nature, estimated taxes are provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments. | ||||||||
Accumulated other comprehensive income (loss) and the related components, net of tax, are included in the table below: | ||||||||
(in millions) | 31-Aug-13 | May 31, 2013 | ||||||
Unrecognized actuarial gains (losses) | $ | (9.8 | ) | $ | (10.0 | ) | ||
Foreign currency translation adjustments | 40 | 35.5 | ||||||
Unrealized gain (loss) on interest rate swaps | (20.7 | ) | (34.2 | ) | ||||
Unrealized gain (loss) on available-for-sale securities | 2.8 | 2.8 | ||||||
Accumulated other comprehensive income | $ | 12.3 | $ | (5.9 | ) | |||
The tax effects in other comprehensive income for the three months ended August 31, 2013 and 2012 related to (i) unrecognized actuarial gain (loss) were $0.2 million benefit and $0.1 million benefit, respectively, (ii) foreign currency translation adjustments were $12.2 million benefit and $4.5 million expense, respectively, (iii) unrealized gain (loss) on interest rate swaps were $8.2 million expense and $1.6 million benefit, respectively, and (iv) unrealized loss on available-for-sale securities were $0.0 million expense and $0.1 million expense, respectively. |
Stockbased_Compensation_and_St
Stock-based Compensation and Stock Plans | 3 Months Ended | |
Aug. 31, 2013 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-based Compensation and Stock Plans | Stock-based Compensation and Stock Plans. | |
The Company expenses all stock-based payments to employees and non-employee distributors, including stock options, leveraged share awards and restricted stock units, based on the grant date fair value over the required award service period using the graded vesting attribution method. For awards with a performance vesting condition, the Company recognizes expense when the performance condition is considered probable to occur. Stock-based compensation expense recognized was $4.7 million and $19.1 million for the three months ended August 31, 2013 and 2012, respectively. The decrease in the expense was related to the modification that is described below. | ||
On July 2, 2012, LVB launched a tender offer to eligible employees to exchange all of the stock options and restricted stock units held by such employees for new stock options and restricted stock units. Following the expiration of the tender offer on July 30, 2012, LVB accepted for exchange eligible options to purchase an aggregate of 29,821,500 shares of common stock of LVB and eligible restricted stock units underlying an aggregate of 3,665,000 shares of common stock of LVB. In accordance with the terms and conditions of the tender offer, on July 31, 2012, LVB granted 29,821,500 new options and 10,795,000 new restricted stock units in exchange for the cancellation of such tendered options and restricted stock units. | ||
The objective of the tender offer was to provide employees who elected to participate with new options and new restricted stock units, the terms of which preserve the original incentive effect of the Company’s equity incentive programs in light of market and industry-wide economic conditions. The terms of the new stock options differed in respect to the tendered options principally with respect to: | ||
• | Exercise Price—The exercise price for the new stock options was lowered to the current fair value of $7.88 per share. | |
• | Vesting Periods—All prior options that were vested as of the completion date of the tender offer remain vested. All time-vesting options which were unvested as of the completion date of the tender offer will continue to vest on the same schedule on which they were originally granted. All unvested replacement extended time vesting options and modified performance options will vest on a schedule which is generally two years longer than the original vesting schedule, but in no case past 2017. | |
• | Performance Vesting Threshold—The new modified performance options will vest over the new vesting period if, as of the end of the Company’s most recent fiscal year ending on or prior to such vesting date, Biomet, Inc. has achieved the EBITDA target for such fiscal year determined by the Compensation Committee of the Board of Directors of the Company on or before the ninetieth (90th) day of such fiscal year and consistent with the Company’s business plan. | |
The terms of the new restricted stock units are different from the tendered restricted stock units with respect to the vesting schedule, performance conditions and settlement. The new restricted stock units are granted subject to either a time-based vesting or a performance-based vesting requirement. Unlike the exchanged restricted stock units, the new restricted stock units do not vest in full on May 31, 2016 regardless of satisfaction of the vesting conditions. In addition, following the termination of employment with the Company, new restricted stock units, whether vested or unvested, will be forfeited if such employee provides services to any competitor of the Company. In addition, participants holding new restricted stock units received new awards called management dividend awards representing the right to receive a cash payment. Management dividend awards vest on a one-to-one basis with each new time-based restricted stock unit. Vested management dividend awards are paid by cash distributions promptly following each anniversary of the grant date until the earlier of an initial public offering of the Company or the fifth anniversary of the grant date, subject to withholding taxes. Upon termination of employment for any reason, management dividend awards will be forfeited. The new restricted stock units were granted under the Company’s 2012 Restricted Stock Unit Plan, which was adopted by LVB on July 31, 2012. The maximum number of shares of common stock, par value $0.01 per share, that may be issued under the Company’s 2012 Restricted Stock Unit Plan is 14,000,000, subject to adjustment as described in the Plan. The management dividend awards are accounted for as liabilities. | ||
On March 27, 2013, the Compensation Committee of LVB approved and adopted an amended LVB Acquisition, Inc. 2012 Restricted Stock Unit Plan. The amendment permits certain participants in the Plan to be eligible to elect to receive a cash award with respect to their vested time-based restricted stock units subject to certain conditions, including the satisfaction of certain Company performance thresholds with respect to adjusted EBITDA and unlevered free cash flow. To the extent the Company performance conditions have been satisfied for the applicable fiscal year, eligible participants will be entitled to elect to receive a cash award based on the fair market value of the Parent's common stock on the first day of the applicable election period, payable in three installments over a two-year period, with respect to their vested time-based restricted stock units and such vested time-based restricted stock unit will be forfeited upon such election. Payment of the cash award is subject to the participants’ continued employment through the payment date (other than with respect to a termination by the Company without cause). | ||
During the second quarter of fiscal year 2013, the distributor options totaling 3,193,167 were modified to lower the exercise price to the then-current fair value of $7.88 per share. |
Income_Taxes
Income Taxes | 3 Months Ended |
Aug. 31, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes. |
The Company applies guidance issued by the Financial Accounting Standards Board for uncertainty in income taxes. The Company records the liability for unrecognized tax positions as a long-term liability. | |
The Company conducts business globally and, as a result, certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examinations by taxing authorities throughout the world, including major jurisdictions such as Australia, Canada, France, Germany, Japan, the Netherlands, Spain, the United Kingdom and the United States. In addition, certain state and foreign tax returns are under examination by various regulatory authorities. The Company is no longer subject to U.S. federal income tax examinations for the fiscal years prior to and including the year ended May 31, 2009. | |
The Company regularly reviews issues that are raised from ongoing examinations and open tax years to evaluate the adequacy of its liabilities. As the various taxing authorities continue with their audit/examination programs, the Company will adjust its reserves accordingly to reflect these settlements. As of August 31, 2013, the Company does not anticipate a significant change in its worldwide gross liabilities for unrecognized tax benefits within the succeeding twelve months. | |
The Company’s effective income tax rate was (371.2)% for the three months ended August 31, 2013, compared to 63.2% for the three months ended August 31, 2012. Primary factors in determining the effective tax rate include the mix of various jurisdictions in which profits are projected to be earned and taxed, as well as assertions regarding the expected repatriation of earnings of the Company's foreign operations. Fluctuations in effective tax rates between comparable periods also reflect the discrete tax benefit or expense of items in continuing operations that represent tax effects not attributable to current-year ordinary income. Discrete items, consisting primarily of changes in deferred taxes due to state and international reorganizations, release of valuation allowance on state net operating loss carryforwards and the prospective reduction of the United Kingdom statutory corporate tax rate enacted in July 2013, decreased the quarterly income tax provision by ($25.9) million, or (392.8)%, in the three months ended August 31, 2013. The quarterly income tax benefit increased by ($4.0) million, or 4.7%, in the three months ended August 31, 2012, primarily as a result of changes in deferred tax balances due to the prospective reduction of the United Kingdom statutory corporate tax rate enacted in July 2012. |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Reporting | Segment Reporting. | |||||||
The Company operates in one reportable segment, musculoskeletal products, which includes the designing, manufacturing and marketing of knees; hips; sports, extremities and trauma (“S.E.T.”); spine, bone healing & microfixation; dental; and cement, biologics & other products. Other products consist primarily of general instruments and operating room supplies. The Company operates in various geographies. These geographic markets are comprised of the United States, Europe and International. Major markets included in the International geographic market are Canada, South America, Mexico and the Asia Pacific region. | ||||||||
Net sales by product category for the three months ended August 31, 2013 and 2012 were as follows: | ||||||||
Three Months Ended | ||||||||
(in millions) | August 31, 2013 | August 31, 2012(1) | ||||||
Net sales by product: | ||||||||
Knees | $ | 225.1 | $ | 217.5 | ||||
Hips | 149.7 | 146.9 | ||||||
S.E.T. | 149.5 | 127.3 | ||||||
Spine, Bone Healing & Microfixation | 101.6 | 108.8 | ||||||
Dental | 53.9 | 57 | ||||||
Cement, Biologics & Other | 50.9 | 49.9 | ||||||
Total | $ | 730.7 | $ | 707.4 | ||||
-1 | Certain amounts have been adjusted to conform to the current presentation. The current presentation aligns with how the Company presently manages and markets its products. | |||||||
Net sales by geography for the three months ended August 31, 2013 and 2012 were as follows: | ||||||||
Three Months Ended | ||||||||
(in millions) | August 31, 2013 | August 31, 2012 | ||||||
Net sales by geography: | ||||||||
United States | $ | 469.9 | $ | 452.2 | ||||
Europe | 151.5 | 142.9 | ||||||
International(1) | 109.3 | 112.3 | ||||||
Total | $ | 730.7 | $ | 707.4 | ||||
-1 | International primarily includes Canada, South America, Mexico and the Asia Pacific region. | |||||||
Long-term assets by geography as of August 31, 2013 and May 31, 2013 were as follows: | ||||||||
(in millions) | 31-Aug-13 | May 31, 2013 | ||||||
Long-term assets(1) by geography: | ||||||||
United States | $ | 339.4 | $ | 336.8 | ||||
Europe | 252.9 | 255.7 | ||||||
International | 72.2 | 72.7 | ||||||
Total | $ | 664.5 | $ | 665.2 | ||||
-1 | Defined as property, plant and equipment. |
Guarantor_and_NonGuarantor_Fin
Guarantor and Non-Guarantor Financial Statements | 3 Months Ended | |||||||||||||||||||
Aug. 31, 2013 | ||||||||||||||||||||
Text Block [Abstract] | ||||||||||||||||||||
Guarantor and Non-Guarantor Financial Statements | Guarantor and Non-Guarantor Financial Statements. | |||||||||||||||||||
Each of Biomet’s existing wholly owned domestic subsidiaries fully, unconditionally, jointly, and severally guarantee the senior notes on a senior unsecured basis and the senior subordinated notes on a senior subordinated unsecured basis, in each case to the extent such subsidiaries guarantee Biomet’s senior secured cash flow facilities. Certain amounts reported in the prior year elimination column have been corrected to more accurately reflect the allocation of intercompany profit between the guarantor and the non-guarantor subsidiaries and to conform to the current period presentation. The Company believes such amounts are immaterial. LVB is neither an issuer nor guarantor of the notes described in Note 7. | ||||||||||||||||||||
The following financial information presents the composition of the combined guarantor subsidiaries: | ||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | ||||||||||||||||||||
31-Aug-13 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantors | Non-Guarantors | Eliminations | Total | |||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | (37.0 | ) | $ | 382.4 | $ | — | $ | 345.4 | |||||||||
Accounts receivable, net | — | 260.3 | 264.2 | — | 524.5 | |||||||||||||||
Inventories, net | — | 311.8 | 340 | — | 651.8 | |||||||||||||||
Deferred income taxes | — | 86.7 | 31.3 | — | 118 | |||||||||||||||
Prepaid expenses and other | — | 59.2 | 68.4 | — | 127.6 | |||||||||||||||
Total current assets | — | 681 | 1,086.30 | — | 1,767.30 | |||||||||||||||
Property, plant and equipment, net | — | 353.3 | 311.2 | — | 664.5 | |||||||||||||||
Investments | — | 11.4 | 11.8 | — | 23.2 | |||||||||||||||
Investment in subsidiaries | 8,030.70 | — | — | (8,030.7 | ) | — | ||||||||||||||
Intangible assets, net | — | 2,829.70 | 728.3 | — | 3,558.00 | |||||||||||||||
Goodwill | — | 3,104.00 | 492.8 | — | 3,596.80 | |||||||||||||||
Other assets | — | 84.7 | 11.1 | — | 95.8 | |||||||||||||||
Total assets | $ | 8,030.70 | $ | 7,064.10 | $ | 2,641.50 | $ | (8,030.7 | ) | $ | 9,705.60 | |||||||||
Liabilities & Shareholder’s Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of long-term debt | $ | 33.5 | $ | — | $ | 3.3 | $ | — | $ | 36.8 | ||||||||||
Accounts payable | — | 49.6 | 42.8 | — | 92.4 | |||||||||||||||
Accrued interest | 39.8 | — | 0.2 | — | 40 | |||||||||||||||
Accrued wages and commissions | — | 61.8 | 54.1 | — | 115.9 | |||||||||||||||
Other accrued expenses | — | 147 | 58.3 | — | 205.3 | |||||||||||||||
Total current liabilities | 73.3 | 258.4 | 158.7 | — | 490.4 | |||||||||||||||
Long-term debt | 5,935.00 | — | — | — | 5,935.00 | |||||||||||||||
Deferred income taxes | — | 887.3 | 180.4 | — | 1,067.70 | |||||||||||||||
Other long-term liabilities | — | 121.2 | 68.9 | — | 190.1 | |||||||||||||||
Total liabilities | 6,008.30 | 1,266.90 | 408 | — | 7,683.20 | |||||||||||||||
Shareholder’s equity | 2,022.40 | 5,797.20 | 2,233.50 | (8,030.7 | ) | 2,022.40 | ||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,030.70 | $ | 7,064.10 | $ | 2,641.50 | $ | (8,030.7 | ) | $ | 9,705.60 | |||||||||
May 31, 2013 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantors | Non-Guarantors | Eliminations | Total | |||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 35.3 | $ | 320.3 | $ | — | $ | 355.6 | ||||||||||
Accounts receivable, net | — | 254.1 | 277.7 | — | 531.8 | |||||||||||||||
Inventories | — | 286.9 | 337.1 | — | 624 | |||||||||||||||
Deferred income taxes | — | 78.3 | 41.6 | — | 119.9 | |||||||||||||||
Prepaid expenses and other | — | 73.7 | 67.6 | — | 141.3 | |||||||||||||||
Total current assets | — | 728.3 | 1,044.30 | — | 1,772.60 | |||||||||||||||
Property, plant and equipment, net | — | 350.1 | 315.1 | — | 665.2 | |||||||||||||||
Investments | — | 10.9 | 12.1 | — | 23 | |||||||||||||||
Investment in subsidiaries | 7,982.80 | — | — | (7,982.8 | ) | — | ||||||||||||||
Intangible assets, net | — | 2,890.40 | 739.8 | — | 3,630.20 | |||||||||||||||
Goodwill | — | 3,104.00 | 496.9 | — | 3,600.90 | |||||||||||||||
Other assets | — | 88.9 | 13.9 | — | 102.8 | |||||||||||||||
Total assets | $ | 7,982.80 | $ | 7,172.60 | $ | 2,622.10 | $ | (7,982.8 | ) | $ | 9,794.70 | |||||||||
Liabilities & Shareholder’s Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of long-term debt | $ | 33.3 | $ | — | $ | 7 | $ | — | $ | 40.3 | ||||||||||
Accounts payable | — | 63.8 | 47.7 | — | 111.5 | |||||||||||||||
Accrued interest | 56.1 | — | 0.1 | — | 56.2 | |||||||||||||||
Accrued wages and commissions | — | 82.1 | 68 | — | 150.1 | |||||||||||||||
Other accrued expenses | — | 141.7 | 64.3 | — | 206 | |||||||||||||||
Total current liabilities | 89.4 | 287.6 | 187.1 | — | 564.1 | |||||||||||||||
Long-term debt | 5,924.80 | — | 1.3 | — | 5,926.10 | |||||||||||||||
Deferred income taxes | — | 942 | 187.8 | — | 1,129.80 | |||||||||||||||
Other long-term liabilities | — | 142.9 | 63.2 | — | 206.1 | |||||||||||||||
Total liabilities | 6,014.20 | 1,372.50 | 439.4 | — | 7,826.10 | |||||||||||||||
Shareholder’s equity | 1,968.60 | 5,800.10 | 2,182.70 | (7,982.8 | ) | 1,968.60 | ||||||||||||||
Total liabilities and shareholder’s equity | $ | 7,982.80 | $ | 7,172.60 | $ | 2,622.10 | $ | (7,982.8 | ) | $ | 9,794.70 | |||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||||||
Three Months Ended August 31, 2013 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantors | Non-Guarantors | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 481.5 | $ | 249.2 | $ | — | $ | 730.7 | ||||||||||
Cost of sales | — | 192.4 | 44.8 | — | 237.2 | |||||||||||||||
Gross profit | — | 289.1 | 204.4 | — | 493.5 | |||||||||||||||
Selling, general and administrative expense | — | 182.2 | 101.9 | — | 284.1 | |||||||||||||||
Research and development expense | — | 27.9 | 9.6 | — | 37.5 | |||||||||||||||
Amortization | — | 61.3 | 14.2 | — | 75.5 | |||||||||||||||
Operating income | — | 17.7 | 78.7 | — | 96.4 | |||||||||||||||
Other (income) expense, net | 87 | (2.3 | ) | 5.1 | — | 89.8 | ||||||||||||||
Income (loss) before income taxes | (87.0 | ) | 20 | 73.6 | — | 6.6 | ||||||||||||||
Tax expense (benefit) | (33.1 | ) | 7.6 | 1 | — | (24.5 | ) | |||||||||||||
Equity in earnings of subsidiaries | 85 | — | — | (85.0 | ) | — | ||||||||||||||
Net income (loss) | $ | 31.1 | $ | 12.4 | $ | 72.6 | $ | (85.0 | ) | $ | 31.1 | |||||||||
Other comprehensive income (loss) | $ | 13.5 | $ | — | $ | 4.7 | $ | — | $ | 18.2 | ||||||||||
Total comprehensive income (loss) | $ | 44.6 | $ | 12.4 | $ | 77.3 | $ | (85.0 | ) | $ | 49.3 | |||||||||
Three Months Ended August 31, 2012 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantors | Non-Guarantors | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 464.8 | $ | 242.6 | $ | — | $ | 707.4 | ||||||||||
Cost of sales | — | 184.3 | 43.8 | — | 228.1 | |||||||||||||||
Gross profit | — | 280.5 | 198.8 | — | 479.3 | |||||||||||||||
Selling, general and administrative expense | — | 191.3 | 104.8 | — | 296.1 | |||||||||||||||
Research and development expense | — | 27.1 | 8.7 | — | 35.8 | |||||||||||||||
Amortization | — | 67.7 | 10.7 | — | 78.4 | |||||||||||||||
Operating income (loss) | — | (5.6 | ) | 74.6 | — | 69 | ||||||||||||||
Other (income) expense, net | 159.3 | (1.3 | ) | (3.4 | ) | — | 154.6 | |||||||||||||
Income (loss) before income taxes | (159.3 | ) | (4.3 | ) | 78 | — | (85.6 | ) | ||||||||||||
Tax expense (benefit) | (60.5 | ) | (1.7 | ) | 8.1 | — | (54.1 | ) | ||||||||||||
Equity in earnings of subsidiaries | 67.3 | — | — | (67.3 | ) | — | ||||||||||||||
Net income (loss) | $ | (31.5 | ) | $ | (2.6 | ) | $ | 69.9 | $ | (67.3 | ) | $ | (31.5 | ) | ||||||
Other comprehensive income (loss) | $ | (2.6 | ) | $ | — | $ | 24 | $ | — | $ | 21.4 | |||||||||
Total comprehensive income (loss) | $ | (34.1 | ) | $ | (2.6 | ) | $ | 93.9 | $ | (67.3 | ) | $ | (10.1 | ) | ||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
Three Months Ended August 31, 2013 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantor | Non-Guarantors | Eliminations | Total | |||||||||||||||
Cash flows provided by (used in) operating activities | $ | 5.8 | $ | (36.9 | ) | $ | 81.9 | $ | — | $ | 50.8 | |||||||||
Capital expenditures | — | (35.3 | ) | (11.2 | ) | — | (46.5 | ) | ||||||||||||
Other | — | (0.4 | ) | 0.2 | — | (0.2 | ) | |||||||||||||
Cash flows provided by (used in) investing activities | — | (35.7 | ) | (11.0 | ) | — | (46.7 | ) | ||||||||||||
Cash flows used in financing activities | (5.8 | ) | 0.3 | (7.7 | ) | — | (13.2 | ) | ||||||||||||
Effect of exchange rate changes on cash | — | — | (1.1 | ) | — | (1.1 | ) | |||||||||||||
Decrease in cash and cash equivalents | — | (72.3 | ) | 62.1 | — | (10.2 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | — | 35.3 | 320.3 | — | 355.6 | |||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | (37.0 | ) | $ | 382.4 | $ | — | $ | 345.4 | |||||||||
Three Months Ended August 31, 2012 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantor | Non-Guarantors | Eliminations | Total | |||||||||||||||
Cash flows provided by (used in) operating activities | $ | (382.4 | ) | $ | 530.8 | $ | (62.9 | ) | $ | — | $ | 85.5 | ||||||||
Capital expenditures | — | (28.4 | ) | (24.7 | ) | — | (53.1 | ) | ||||||||||||
Acquisitions, net of cash acquired - Trauma Acquisition | — | (277.5 | ) | (2.5 | ) | — | (280.0 | ) | ||||||||||||
Other | — | (4.9 | ) | (1.0 | ) | — | (5.9 | ) | ||||||||||||
Cash flows provided by (used in) investing activities | — | (310.8 | ) | (28.2 | ) | — | (339.0 | ) | ||||||||||||
Proceeds from senior notes due 2020 | 1,000.00 | — | — | — | 1,000.00 | |||||||||||||||
Tender offer for senior notes due 2017 | (581.7 | ) | — | — | — | (581.7 | ) | |||||||||||||
Payment of fees related to refinancing activities | (30.1 | ) | — | — | — | (30.1 | ) | |||||||||||||
Other | (5.8 | ) | — | (3.1 | ) | — | (8.9 | ) | ||||||||||||
Cash flows used in financing activities | 382.4 | — | (3.1 | ) | — | 379.3 | ||||||||||||||
Effect of exchange rate changes on cash | — | — | 1 | — | 1 | |||||||||||||||
Increase in cash and cash equivalents | — | 220 | (93.2 | ) | — | 126.8 | ||||||||||||||
Cash and cash equivalents, beginning of period | — | 190.1 | 302.3 | — | 492.4 | |||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 410.1 | $ | 209.1 | $ | — | $ | 619.2 | ||||||||||
Contingencies
Contingencies | 3 Months Ended |
Aug. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies. |
The Company is involved in various proceedings, legal actions and claims arising in the normal course of business, including proceedings related to product liability, governmental investigations, intellectual property, commercial litigation and other matters. The outcomes of these matters will generally not be known for an extended period of time. In certain of the legal proceedings, the claimants seek damages, as well as other compensatory relief, which could result in the payment of significant claims and settlements. For legal matters for which management has sufficient information to reasonably estimate the Company’s future obligations, a liability representing management’s best estimate of the probable cost, or the minimum of the range of probable losses when a best estimate within the range is not known, for the resolution of these legal matters is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. The Company’s accrual for contingencies at August 31, 2013 and May 31, 2013 of $67.4 million and $63.5 million, respectively, primarily relate to certain product liability claims and the Massachusetts U.S. Department of Justice EBI products investigation described below. | |
Other than the Massachusetts U.S. Department of Justice EBI products investigation and certain product liability claims, for which the estimated loss is included in the accrual referenced above, given the relatively early stages of the other governmental investigations and other product liability claims described below, and the complexities involved in these matters, the Company is unable to estimate a possible loss or range of possible loss for such matters until the Company knows, among other factors, (i) what claims, if any will survive dispositive motion practice, (ii) the extent of the claims, including the size of any potential class, particularly when damages are not specified or are indeterminate, (iii) how the discovery process will affect the litigation, (iv) the settlement posture of the other parties to the litigation and (v) any other factors that may have a material effect on the litigation. | |
U.S. Department of Justice EBI Products Investigations and Other Matters | |
In June 2013, Biomet received a subpoena from the U.S. Attorney's Office for the District of New Jersey requesting various documents relating to the fitting of custom-fabricated or custom-fitted orthoses, or bracing, to patients in New Jersey, Texas and Washington. The Company has produced responsive documents and is fully cooperating with the request of the U.S. Attorney's Office. The Company can make no assurances as to the time or resources that will be needed to devote to this inquiry or its final outcome. | |
In February 2010, Biomet received a subpoena from the Office of the Inspector General of the U.S. Department of Health and Human Services requesting various documents relating to agreements or arrangements between physicians and the Company’s Interpore Cross subsidiary for the period from 1999 through the present and the marketing and sales activities associated with Interpore Cross’ spinal products. Biomet is cooperating with the request of the Office of the Inspector General. The Company can make no assurances as to the time or resources that will be needed to devote to this inquiry or its final outcome. | |
In April 2009, Biomet received an administrative subpoena from the U.S. Attorney’s Office for the District of Massachusetts requesting various documents relating primarily to the Medicare reimbursement of and certain business practices related to the Company’s EBI subsidiary’s non-invasive bone growth stimulators. It is the Company’s understanding that competitors in the non-invasive bone growth stimulation market received similar subpoenas. The Company received subsequent subpoenas in connection with the investigation in September 2009, June 2010, February 2011 and March 2012 along with several informal requests for information. Biomet has produced responsive documents and is fully cooperating in the investigation. | |
In April 2009, the Company became aware of a qui tam complaint alleging violations of the federal and various state False Claims Acts filed in the United States District Court for the District of Massachusetts, where it is currently pending. Biomet, Parent, and several of the Company’s competitors in the non-invasive bone growth stimulation market were named as defendants in this action. The allegations in the complaint are similar in nature to certain categories of requested documents in the above-referenced administrative subpoenas. The U.S. government has not intervened in the action. The Company is vigorously defending this matter and intends to continue to do so. The Company can make no assurances as to the time or resources that will be needed to devote to this investigation or its final outcome. | |
U.S. Department of Justice Civil Division Investigation | |
In September 2010, Biomet received a Civil Investigative Demand (“CID”) issued by the U.S. Department of Justice—Civil Division pursuant to the False Claims Act. The CID requests that the Company provide documents and testimony related to allegations that Biomet, OtisMed Corp. and Stryker Corp. have violated the False Claims Act relating to the marketing of, and payment submissions for, OtisMed’s OtisKnee™ (a registered trademark of OtisMed) knee replacement system. The Company has produced responsive documents and is fully cooperating in the investigation. | |
U.S. Securities and Exchange Commission (“SEC”) Informal Investigation | |
On September 25, 2007, Biomet received a letter from the SEC informing the Company that it was conducting an informal investigation regarding possible violations of the Foreign Corrupt Practices Act in the sale of medical devices in certain foreign countries by companies in the medical devices industry. The Foreign Corrupt Practices Act prohibits U.S. companies and their officers, directors, employees, or shareholders acting on their behalf and agents from offering, promising, authorizing or making payments to foreign officials for the purpose of obtaining or retaining business abroad or otherwise obtaining favorable treatment and this law requires companies to maintain records which fairly and accurately reflect transactions and to maintain internal accounting controls. In many countries, hospitals and clinics are government-owned and healthcare professionals employed by such hospitals and clinics, with whom the Company regularly interacts, may meet the definition of a foreign official for purposes of the Foreign Corrupt Practices Act. On November 9, 2007, the Company received a letter from the Department of Justice requesting any information provided to the SEC also be provided to the Department of Justice on a voluntary basis. | |
On March 26, 2012, Biomet entered into a Deferred Prosecution Agreement (“DPA”) with the U.S. Department of Justice (“DOJ”) and a Consent to Final Judgment (“Consent Agreement”) with the SEC related to these investigations by the DOJ and the SEC. Pursuant to the DPA, the DOJ has agreed not to prosecute the Company in connection with this matter, provided that the Company satisfies its obligations under the agreement over the next three years. In addition, pursuant to the terms of the DPA, an independent external compliance monitor has been appointed to review the Company’s compliance with the DPA, particularly in relation to the Company’s international sales practices, for at least the first 18 months of the three year term of the DPA. The monitor has divided his review into three phases. The first phase consisted of the monitor familiarizing himself with the Company's global compliance program and assessed the effectiveness of the program. The second phase provides for a period of time in which the Company is allowed the opportunity to implement the monitor's various recommendations based upon the monitor's assessment of the effectiveness of the program. The third phase commenced in June 2013 and consists of the monitor performing transactional testing on the effectiveness of the Company's global compliance program, including transactional testing of enhanced compliance programs that were implemented in response to the monitor's recommendations. The Company also agreed to pay a monetary penalty of $17.3 million to resolve the charges brought by the DOJ, which was paid in the fourth quarter of fiscal year 2012. The terms of the DPA and the associated monetary penalty reflect the Company’s full cooperation throughout the investigation. | |
The Company contemporaneously reached a Consent Agreement with the SEC to settle civil claims related to this matter. As part of the Consent Agreement, Biomet agreed to the SEC’s entry of a Final Judgment requiring Biomet to disgorge profits and pay prejudgment interest in the aggregate amount of $5.6 million, which was paid in the fourth quarter of fiscal year 2012. | |
Product Liability | |
The Company has received claims for personal injury associated with its metal-on-metal hip products. The pre-trial management of certain of these claims has been consolidated in a multi-district proceeding in a federal court in South Bend, Indiana. Certain other claims are pending in various state courts. The Company believes the number of claims continues to increase incrementally due to the negative publicity regarding metal-on-metal hip products generally. The Company believes it has data that supports the efficacy and safety of its metal-on-metal hip products, and the Company intends to vigorously defend itself in these matters. The Company currently accounts for these claims in accordance with its standard product liability accrual methodology on a case by case basis. Given the substantial or indeterminate amounts sought in these matters, and the inherent unpredictability of such matters, an adverse outcome in these matters in excess of the amounts included in the Company’s accrual for contingencies could have a material adverse effect on our financial condition, results of operations and cash flow. | |
Future revisions in the Company’s estimates of these provisions could materially impact its results of operations and financial position. The Company uses the best information available to determine the level of accrued product liabilities, and the Company believes its accruals are adequate. The Company has maintained product liability insurance coverage for a number of years on a claims-made basis. All such insurers have been placed on notice of these claims. To date, the insurance companies have neither accepted nor denied coverage, and an issue may arise as to which policy or policies are to respond. The amounts incurred to date in connection with these claims have not exceeded the Company’s self-insured retention(s). | |
Intellectual Property Litigation | |
On May 3, 2013, Bonutti Skeletal Innovations LLC, a company formed to hold certain patents acquired from Dr. Peter M. Bonutti and an affiliate of patent licensing firm Acacia Research Group LLC, filed suit against us in the U.S. District Court for the Eastern District of Texas, alleging a failure to pay royalties due under a license agreement with Dr. Bonutti, misuse of confidential information and infringement of U.S. Patent Nos. 5,921,986; 6,099,531; 6,423,063; 6,638,279; 6,702,821; 7,070,557; 7,087,073; 7,104,996; 7,708,740; 7,806,896; 7,806,897; 7,828,852; 7,931,690; 8,133,229; and 8,147,514. The lawsuit seeks damages in an amount yet to be determined and injunctive relief. Prior to the filing of this lawsuit, on March 8, 2013, the Company filed a complaint for declaratory judgment with the U.S. District Court for the Northern District of Indiana seeking a judgment of non-infringement and invalidity of the patents at issue. The Company is vigorously defending this matter and believes that its defenses against infringement are valid and meritorious. The Company can make no assurances as to the time or resources that will be needed to devote to this litigation or its final outcome. | |
In January 2009, Heraeus Kulzer GmbH initiated legal proceedings in Germany against Biomet, Biomet Europe BV and certain other subsidiaries, alleging that the Company and Biomet Europe BV misappropriated Heraeus Kulzer trade secrets when developing its current lines of European bone cements, which were first marketed in 2005. The lawsuit seeks damages in excess of €30 million and injunctive relief to preclude the Company from producing its current line of European bone cements. On December 20, 2012, the trial court ruled that Biomet did not misappropriate trade secrets and consequently dismissed Biomet, Biomet Europe BV, Biomet Deutschland GmbH and other defendants from the lawsuit. Biomet Orthopaedics Switzerland GmbH (“Biomet Switzerland”) remains as the only defendant in the lawsuit and the trial court has ruled that Heraeus Kulzer will not be permitted to review certification materials of Biomet Switzerland for purposes of determining whether there is any evidence that would support a claim of trade secret misappropriation by that entity. Heraeus has appealed the trail court’s decision and the Company is continuing to vigorously defend this matter. | |
Other Matters | |
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 accrues for losses that are deemed to be probable and subject to reasonable estimate. | |
Based on the advice of the Company’s counsel in these matters, it is unlikely that the resolution of any of these matters and any liabilities in excess of amounts provided will be material to the Company’s financial position, results of operations or cash flows. |
Related_Parties
Related Parties | 3 Months Ended |
Aug. 31, 2013 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties. |
Transactions with the Sponsor Group | |
On December 18, 2006, Biomet, Inc. entered into an Agreement and Plan of Merger with LVB Acquisition, LLC, a Delaware limited liability company, which was subsequently converted to a corporation, LVB Acquisition, Inc., and LVB Acquisition Merger Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of Parent (“Purchaser”), which agreement was amended and restated as of June 7, 2007 and which we refer to as the “Merger Agreement.” Pursuant to the Merger Agreement, on June 13, 2007, Purchaser commenced a cash tender offer (the “Offer”) to purchase all of Biomet, Inc.’s outstanding common shares, without par value (the “Shares”) at a price of $46.00 per Share (the “Offer Price”) without interest and less any required withholding taxes. The Offer was made pursuant to Purchaser’s offer to purchase dated June 13, 2007 and the related letter of transmittal, each of which was filed with the SEC on June 13, 2007. In connection with the Offer, Purchaser entered into a credit agreement dated as of July 11, 2007 for a $6,165.0 million senior secured term loan facility (the “Tender Facility”), maturing on June 6, 2008, and pursuant to which it borrowed approximately $4,181.0 million to finance a portion of the Offer and pay related fees and expenses. The Offer expired at midnight, New York City time, on July 11, 2007, with approximately 82% of the outstanding Shares having been tendered to Purchaser. At Biomet, Inc.’s special meeting of shareholders held on September 5, 2007, more than 91% of Biomet, Inc.’s shareholders voted to approve the proposed merger, and Parent acquired Biomet, Inc. on September 25, 2007 through a reverse subsidiary merger with Biomet, Inc. being the surviving company (the “Merger”). Subsequent to the acquisition, Biomet, Inc. became a subsidiary of Parent, which is controlled by LVB Acquisition Holding, LLC, or “Holding”, an entity controlled by a consortium of private equity funds affiliated with The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co., and TPG Global, LLC (each a “Sponsor” and collectively, the “Sponsors”), and certain investors who agreed to co-invest with the Sponsors (the “Co-Investors”). These transactions, including the Merger and the Company’s payment of any fees and expenses related to these transactions, are referred to collectively as the “Transactions.” | |
Management Services Agreement | |
Upon completion of the Transactions, Biomet entered into a management services agreement with certain affiliates of the Sponsors, pursuant to which such affiliates of the Sponsors or their successors assigns, affiliates, officers, employees, and/or representatives and third parties (collectively, the “Managers”) provide management, advisory, and consulting services to the Company. Pursuant to such agreement, the Managers received a transaction fee equal to 1% of total enterprise value of the Transactions for the services rendered by such entities related to the Transactions upon entering into the agreement, and the Sponsors receive an annual monitoring fee equal to 1% of the Company’s annual Adjusted EBITDA (as defined in the credit agreement) as compensation for the services rendered and reimbursement for out-of-pocket expenses incurred by the Managers in connection with the agreement and the Transactions. The Company is required to pay the Sponsors the monitoring fee on a quarterly basis in arrears. The total amount of Sponsor fees was $2.4 million and $2.6 million for the three months ended August 31, 2013 and 2012, respectively. The Company may also pay certain subsequent fees to the Managers for advice rendered in connection with financings or refinancings (equity or debt), acquisitions, dispositions, spin-offs, split-offs, dividends, recapitalizations, an initial underwritten public offering and change of control transactions involving the Company or any of its subsidiaries. The management services agreement includes customary exculpation and indemnification provisions in favor of the Managers and their affiliates. | |
Amended and Restated Limited Liability Company Operating Agreement of Holding | |
On September 27, 2007, certain investment funds associated with or designated by the Sponsors (the “Sponsor Funds”) entered into an amended and restated limited liability company operating agreement, or the “LLC Agreement,” in respect of Holding. The LLC Agreement contains agreements among the parties with respect to the election of the Company’s directors and the directors of its parent companies, restrictions on the issuance or transfer of interests in the Company and other corporate governance provisions (including the right to approve various corporate actions). | |
Pursuant to the LLC Agreement, each of the Sponsors has the right to nominate, and has nominated, two directors to Biomet’s and LVB’s Board of Directors and also is entitled to appoint one non-voting observer to the Board of Directors for so long as such Sponsor remains a member of Holding. In addition to their right to appoint non-voting observers to the Board of Directors, certain of the Sponsor Funds have certain other management rights to the extent that any such Sponsor Fund is required to operate as a “venture capital operating company” as defined in the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations. Each Sponsor’s right to nominate directors is freely assignable to funds affiliated with such Sponsor, and is assignable to non-affiliates of such Sponsor only if the assigning Sponsor transfers its entire interest in Holding not previously transferred and only with the prior written consent of the Sponsors holding at least 70% of the membership interests in Holding, or “requisite Sponsor consent”. In addition to their rights under the LLC Agreement, the Sponsors may also appoint one or more persons unaffiliated with any of the Sponsors to the Board of Directors. Following Purchaser’s purchase of the Shares tendered in the Offer, the Sponsors jointly appointed Dane A. Miller, Ph.D. and Jeffrey R. Binder to the Board of Directors in addition to the two directors appointed by each of the Sponsors. | |
Pursuant to the LLC Agreement, each director has one vote for purposes of any Board of Directors action, and all decisions of the Board of Directors require the approval of a majority of the directors designated by the Sponsors. In addition, the LLC Agreement provides that certain major decisions regarding the Company or its parent companies require the requisite Sponsor consent. | |
The LLC Agreement includes certain customary agreements with respect to restrictions on the issuance or transfer of interests in Biomet and LVB, including preemptive rights, tag-along rights and drag-along rights. | |
The Co-Investors have also been admitted as members of Holding, both directly and through Sponsor-controlled investment vehicles. Although the Co-Investors are therefore parties to the LLC Agreement, they have no rights with respect to the election of Biomet’s or LVB’s directors or the approval of its corporate actions. | |
The Sponsors have also caused Holding and Parent to enter into an agreement with the Company obligating the Company and Parent to take all actions necessary to give effect to the corporate governance, preemptive rights, transfer restriction and certain other provisions of the LLC Agreement, and prohibiting the Company and Parent from taking any actions that would be inconsistent with such provisions of the LLC Agreement. | |
Registration Rights Agreement | |
The Sponsor Funds and the Co-Investors also entered into a registration rights agreement with Holding, LVB and Biomet upon the closing of the Transactions. Pursuant to this agreement, the Sponsor Funds have the power to cause Holding, LVB and Biomet to register their, the Co-Investors’ and certain other persons’ equity interests under the Securities Act and to maintain a shelf registration statement effective with respect to such interests. The agreement also entitles the Sponsor Funds and the Co-Investors to participate in any future registration of equity interests under the Securities Act that Holding, LVB or Biomet may undertake. | |
On August 8, 2012 and October 2, 2012, Goldman, Sachs & Co. and the other initial purchasers of the new senior notes and new senior subordinated notes entered into registration rights agreements with Biomet. Pursuant to these agreements, Biomet is obligated, for the sole benefit of Goldman, Sachs & Co. in connection with its market-making activities with respect to the new senior notes and new senior subordinated notes, to file a registration statement under the Securities Act in a form approved by Goldman, Sachs & Co. and to keep such registration statement continually effective for so long as Goldman, Sachs & Co. may be required to deliver a prospectus in connection with transactions in senior and senior subordinated notes due 2020 and to supplement or make amendments to such registration statement as when required by the rules and regulations applicable to such registration statement. | |
Management Stockholders’ Agreements | |
On September 13, 2007 and November 6, 2007, Holding, LVB and the Sponsor Funds entered into stockholders agreements with certain of the Company’s senior executives and other management stockholders. Pursuant to the terms of the LVB Acquisition, Inc. Management Equity Incentive Plan, LVB Acquisition, Inc. Restricted Stock Unit Plan and LVB Acquisition, Inc. 2012 Restricted Stock Unit Plan, participants who exercise their vested options or settle their vested restricted stock units are required to become parties to the agreement dated November 6, 2007. The stockholder agreements contain agreements among the parties with respect to restrictions on the transfer and issuance of shares, including preemptive, drag-along, tag-along, and call/put rights. | |
Consulting Agreements | |
On January 14, 2010, Biomet entered into a consulting agreement with Dr. Dane A. Miller Ph.D., pursuant to which it will pay Dr. Miller a consulting fee of $0.25 million per fiscal year for Dr. Miller’s consulting services and will reimburse Dr. Miller for out-of-pocket fees and expenses relating to an off-site office and administrative support in an amount of $0.1 million per year. The term of the agreement extends through the earlier of September 1, 2011, an initial public offering or a change of control. The agreement also contains certain restrictive covenants prohibiting Dr. Miller from competing with the Company and soliciting employees of the Company during the term of the agreement and for a period of one year following such term. On September 6, 2011, the Company entered into an amendment to the consulting agreement with Dr. Miller, pursuant to which it agreed to increase the expenses relating to an off-site office and administrative support from $0.1 million per year to $0.15 million per year and extend the term of the agreement through the earlier of September 1, 2013, an initial public offering or a change of control. On August 19, 2013, the Company entered into an amendment to the consulting agreement with Dr. Miller, pursuant to which it agreed to extend the term of the agreement through the earlier of September 1, 2014, an initial public offering or a change of control. Dr. Miller received payments under the consulting agreement of $0.1 million and $0.1 million for the three months ended August 31, 2013 and 2012, respectively. | |
Indemnification Priority Agreement | |
On January 11, 2010, Biomet and LVB entered into an indemnification priority agreement with the Sponsors (or certain affiliates designated by the Sponsors) pursuant to which Biomet and LVB clarified certain matters regarding the existing indemnification and advancement of expenses rights provided by Biomet and LVB pursuant to their respective charters and the management services agreement described above. In particular, pursuant to the terms of the indemnification agreement, Biomet acknowledged that as among Biomet, LVB and the Sponsors and their respective affiliates, the obligation to indemnify or advance expenses to any director appointed by any of the Sponsors will be payable in the following priority: Biomet will be the primary source of indemnification and advancement; LVB will be the secondary source of indemnification and advancement; and any obligation of a Sponsor-affiliated indemnitor to indemnify or advance expenses to such director will be tertiary to Biomet’s and, then, LVB obligations. In the event that either Biomet or LVB fails to indemnify or advance expenses to any such director in contravention of its obligations, and any Sponsor-affiliated indemnitor makes any indemnification payment or advancement of expenses to such director on account of such unpaid liability, such Sponsor-affiliated indemnitor will be subrogated to the rights of such director under any such Biomet or LVB indemnification agreement. | |
Equity Healthcare | |
Effective January 1, 2009, Biomet entered into an employer health program agreement with Equity Healthcare LLC (“Equity Healthcare”). Equity Healthcare negotiates with providers of standard administrative services for health benefit plans as well as other related services for cost discounts and quality of service monitoring capability by Equity Healthcare. Because of the combined purchasing power of its client participants, Equity Healthcare is able to negotiate pricing terms for providers that are believed to be more favorable than the companies could obtain for themselves on an individual basis. | |
In consideration for Equity Healthcare’s provision of access to these favorable arrangements and its monitoring of the contracted third parties’ delivery of contracted services to the Company, the Company pays Equity Healthcare a fee of $2 per participating employee per month (“PEPM Fee”). As of August 31, 2013, the Company had approximately 3,200 employees enrolled in its health benefit plans in the United States. | |
Equity Healthcare may also receive a fee (“Health Plan Fees”) from one or more of the health plans with whom Equity Healthcare has contractual arrangements if the total number of employees joining such health plans from participating companies exceeds specified thresholds. If and when Equity Healthcare reaches the point at which the aggregate of its receipts from the PEPM Fee and the Health Plan Fees have covered all of its allocated costs, it will apply the incremental revenues derived from all such fees to (a) reduce the PEPM Fee otherwise payable by the Company; (b) avoid or reduce an increase in the PEPM Fee that might otherwise have occurred on contract renewal; or (c) arrange for additional services to the Company at no cost or reduced cost. | |
Equity Healthcare is an affiliate of Blackstone, with whom Michael Dal Bello and Chinh Chu, members of the Company’s Board of Directors, are affiliated and in which they may have an indirect pecuniary interest. | |
There were no payments made during the three months ended August 31, 2013 or 2012. | |
Core Trust Purchasing Group Participation Agreement | |
Effective May 1, 2007, Biomet entered into a 5-year participation agreement (“Participation Agreement”) with Core Trust Purchasing Group, a division of HealthTrust Purchasing Corporation (“CPG”), designating CPG as the Company’s exclusive “group purchasing organization” for the purchase of certain products and services from third party vendors. Effective June 1, 2012, Biomet entered into an amendment to extend the term of the Participation Agreement with CPG. CPG secures from vendors pricing terms for goods and services that are believed to be more favorable than participants in the group purchasing organization could obtain for themselves on an individual basis. Under the participation agreement, the Company must purchase 80% of the requirements of its participating locations for core categories of specified products and services, from vendors participating in the group purchasing arrangement with CPG or CPG may terminate the contract. In connection with purchases by its participants (including the Company), CPG receives a commission from the vendors in respect of such purchases. The total amount of fees paid to CPG was $0.3 million and $0.1 million for the three months ended August 31, 2013 and 2012, respectively. | |
Although CPG is not affiliated with Blackstone, in consideration for Blackstone’s facilitating Biomet’s participation in CPG and monitoring the services CPG provides to the Company, CPG remits a portion of the commissions received from vendors in respect of the Company’s purchases under the Participation Agreement to an affiliate of Blackstone, with whom Michael Dal Bello and Chinh Chu, members of the Company’s Board of Directors, are affiliated and in which they may have an indirect pecuniary interest. | |
Refinancing Activities | |
Goldman Sachs served as a dealer manager and arranger for the refinancing activities explained in Note 7 – Debt and received fees of $0.1 million during the three months ended August 31, 2012, for their services, with no payment during the three months ended August 31, 2013. Goldman Sachs also received an underwriting discount of $2.3 million during the first quarter of fiscal year 2013 as one of the initial purchasers of the $1.0 billion aggregate principal amount note offering of 6.50% senior notes due 2020, an underwriting discount of $2.6 million during the second quarter of fiscal year 2013 as of one the initial purchasers of the $825.0 million aggregate principal amount note add-on offering to the 6.50% senior notes due 2020 and an underwriting discount of $2.5 million during the second quarter of fiscal year 2013 as one of the initial purchasers of the $800.0 million aggregate principal amount note offering of the 6.50% senior subordinated notes due 2020. | |
Other | |
Biomet currently holds interest rate swaps with Goldman Sachs. As part of this relationship, the Company receives information from Goldman Sachs that allows it to perform effectiveness testing on a monthly basis. | |
Biomet may from time to time, depending upon market conditions, seek to purchase debt securities issued by Biomet or its subsidiaries in open market or privately negotiated transactions or by other means. Biomet understands that its indirect controlling stockholders may from time to time also seek to purchase debt securities issued by the Company or its subsidiaries in open market or privately negotiated transactions or by other means. | |
The Company engaged Capstone Consulting LLC, a consulting company that works exclusively with KKR and its portfolio companies, to provide analysis for certain restructuring initiatives. The Company or its affiliates paid Capstone $0.5 million during the three months ended August 31, 2012, with no payments during the three months ended August 31, 2013. | |
Capital Contributions and Share Repurchases | |
At the direction of LVB, Biomet may fund the repurchase of common shares of its parent company, from former employees pursuant to the LVB Acquisition, Inc. management Stockholders' Agreement. There were no repurchases during the three months ended August 31, 2013 or 2012. There were no additional contributions for the three months ended August 31, 2013 or 2012. |
Subsequent_Events_Notes
Subsequent Events (Notes) | 3 Months Ended |
Aug. 31, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events. |
Retirement of euro-denominated Term Loan and repricing of U.S. dollar-denominated term B-1 loan | |
On September 10, 2013, Biomet retired €167.3 million ($221.4 million) principal amount of its euro-denominated term loan using cash on hand. On September 25, 2013, Biomet completed an $870.5 million U.S. dollar-denominated term loan offering, the proceeds of which were used to retire the remaining euro-denominated term loan principal balance of €657.7 million ($870.2 million). Concurrently with the new $870.5 million U.S. dollar-denominated term loan offering, Biomet also completed a repricing of its existing $2,111.4 million extended U.S. dollar-denominated term loan to LIBOR + 3.50%. The terms of the new term loan offering are consistent with the existing extended U.S. dollar-denominated term loan. | |
The retirement of the euro-denominated term loan terminates the Company's net investment hedge described in Note 9 — Derivative Instruments and Hedging Activities. The Company had designated €787.6 million ($1,042.1 million) of principal as a net investment hedge. All U.S. dollar translations were translated using the August 31, 2013 exchange rate of 1 euro to $1.3231. | |
As of August 31, 2013, the Company had $15.7 million of deferred losses recorded in accumulated other comprehensive income related to interest rate hedges on the euro term loan. As a result of the termination of the hedged euro term loan, the Company will be required to reclassify the amount to the results of operations in the second quarter of fiscal year 2014. | |
Acquisition of Lanx, Inc. | |
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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lanx, Inc., a Delaware corporation (“Lanx”), pursuant to which Merger Sub will merge with and into Lanx, the separate corporate existence of Merger Sub will cease and Lanx will be the surviving corporation of the merger (the “Merger”). Upon the consummation of the Merger, Lanx will become a wholly-owned subsidiary of EBI and the Company. The aggregate purchase price for the acquisition is $147 million on a debt-free and cash-free basis. The consummation of the Merger is subject to (i) the requisite stockholder consent of the stockholders of Lanx, (ii) regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (iii) other customary closing conditions. Either EBI or Lanx may terminate the Merger Agreement if the Merger is not consummated by December 1, 2013 (or, in the event of a second request in connection with any filing under the HSR Act, February 1, 2014). |
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | |||
Aug. 31, 2013 | ||||
Business Combinations [Abstract] | ||||
Preliminary Purchase Price Allocation | The following table summarizes the purchase price allocation: | |||
(in millions) | ||||
Inventory | $ | 93.7 | ||
Prepaid expenses and other | 2.1 | |||
Instruments | 29.2 | |||
Other property, plant and equipment | 7.2 | |||
Liabilities assumed | (5.6 | ) | ||
Intangible assets | 141.5 | |||
Goodwill | 11.9 | |||
Purchase price | $ | 280 | ||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Components of Inventories | Inventories consisted of the following: | |||||||
(in millions) | 31-Aug-13 | May 31, 2013 | ||||||
Raw materials | $ | 76 | $ | 78.8 | ||||
Work-in-process | 47.6 | 44.7 | ||||||
Finished goods | 528.2 | 500.5 | ||||||
Inventories, net | $ | 651.8 | $ | 624 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Useful Lives of Property, Plant and Equipment | Useful lives by major product category consisted of the following: | |||||||
Useful life | ||||||||
Land improvements | 20 years | |||||||
Buildings and leasehold improvements | 30 years | |||||||
Machinery and equipment | 5-10 years | |||||||
Instruments | 4 years | |||||||
Components of Property, Plant and Equipment | Property, plant and equipment consisted of the following: | |||||||
(in millions) | 31-Aug-13 | May 31, 2013 | ||||||
Land and land improvements | $ | 40.4 | $ | 40.5 | ||||
Buildings and leasehold improvements | 110.3 | 106.3 | ||||||
Machinery and equipment | 388.2 | 375.4 | ||||||
Instruments | 732.8 | 710.5 | ||||||
Construction in progress | 48.9 | 48.8 | ||||||
Total property, plant and equipment | 1,320.60 | 1,281.50 | ||||||
Accumulated depreciation | (656.1 | ) | (616.3 | ) | ||||
Total property, plant and equipment, net | $ | 664.5 | $ | 665.2 | ||||
Investments_Tables
Investments (Tables) | 3 Months Ended | |||||||||||||||
Aug. 31, 2013 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||
Summary of Company's Investment Securities | At August 31, 2013, the Company’s investment securities were classified as follows: | |||||||||||||||
Amortized | Unrealized | Fair | ||||||||||||||
(in millions) | Cost | Gains | Losses | Value | ||||||||||||
Available-for-sale: | ||||||||||||||||
Equity securities | $ | 0.2 | $ | 0.3 | $ | — | $ | 0.5 | ||||||||
Time deposit | 15.9 | 0.2 | — | 16.1 | ||||||||||||
Greek bonds | 1.1 | 4 | — | 5.1 | ||||||||||||
Total available-for-sale investments | $ | 17.2 | $ | 4.5 | $ | — | $ | 21.7 | ||||||||
Amortized | Realized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Trading: | ||||||||||||||||
Equity securities | $ | 1.5 | $ | — | $ | — | $ | 1.5 | ||||||||
Total trading investments | $ | 1.5 | $ | — | $ | — | $ | 1.5 | ||||||||
At May 31, 2013, the Company’s investment securities were classified as follows: | ||||||||||||||||
Amortized | Unrealized | Fair | ||||||||||||||
(in millions) | Cost | Gains | Losses | Value | ||||||||||||
Available-for-sale: | ||||||||||||||||
Equity securities | $ | 0.2 | $ | 0.2 | $ | — | $ | 0.4 | ||||||||
Time deposit | 15.9 | 0.1 | — | 16 | ||||||||||||
Greek bonds | 1.1 | 4.5 | — | 5.6 | ||||||||||||
Total available-for-sale investments | $ | 17.2 | $ | 4.8 | $ | — | $ | 22 | ||||||||
Amortized | Realized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Trading: | ||||||||||||||||
Equity securities | $ | 0.8 | $ | 0.2 | $ | — | $ | 1 | ||||||||
Total trading investments | $ | 0.8 | $ | 0.2 | $ | — | $ | 1 | ||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Aug. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of Intangible Assets | Intangible assets consisted of the following at August 31, 2013 and May 31, 2013: | |||||||||||||||||||||||
(in millions) | August 31, 2013 | |||||||||||||||||||||||
Gross | Net | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||||||
Core technology | $ | 1,733.90 | $ | (500.6 | ) | $ | 1,233.30 | |||||||||||||||||
Completed technology | 580.4 | (229.4 | ) | 351 | ||||||||||||||||||||
Product trade names | 205.4 | (68.9 | ) | 136.5 | ||||||||||||||||||||
Customer relationships | 2,384.50 | (855.7 | ) | 1,528.80 | ||||||||||||||||||||
Non-compete contracts | 4.6 | (4.1 | ) | 0.5 | ||||||||||||||||||||
Sub-total | 4,908.80 | (1,658.7 | ) | 3,250.10 | ||||||||||||||||||||
Corporate trade names | 307.9 | — | 307.9 | |||||||||||||||||||||
Total | $ | 5,216.70 | $ | (1,658.7 | ) | $ | 3,558.00 | |||||||||||||||||
(in millions) | May 31, 2013 | |||||||||||||||||||||||
Gross | New | Net | ||||||||||||||||||||||
Carrying | Impairment | Carrying | Accumulated | Impairment | Carrying | |||||||||||||||||||
Amount | Charge | Amount | Amortization | Charge | Amount | |||||||||||||||||||
Core technology | $ | 1,772.60 | $ | (39.0 | ) | $ | 1,733.60 | $ | (481.1 | ) | $ | 4.1 | $ | 1,256.60 | ||||||||||
Completed technology | 628.8 | (48.5 | ) | 580.3 | (254.9 | ) | 36.7 | 362.1 | ||||||||||||||||
Product trade names | 204.2 | — | 204.2 | (65.9 | ) | — | 138.3 | |||||||||||||||||
Customer relationships | 2,429.50 | (46.1 | ) | 2,383.40 | (828.4 | ) | 9.9 | 1,564.90 | ||||||||||||||||
Non-compete contracts | 4.6 | — | 4.6 | (3.8 | ) | — | 0.8 | |||||||||||||||||
Sub-total | 5,039.70 | (133.6 | ) | 4,906.10 | (1,634.1 | ) | 50.7 | 3,322.70 | ||||||||||||||||
Corporate trade names | 319 | (11.5 | ) | 307.5 | — | — | 307.5 | |||||||||||||||||
Total | $ | 5,358.70 | $ | (145.1 | ) | $ | 5,213.60 | $ | (1,634.1 | ) | $ | 50.7 | $ | 3,630.20 | ||||||||||
Weighted Average Useful Life of Intangible Assets | The weighted average useful life of the intangibles at August 31, 2013 is as follows: | |||||||||||||||||||||||
Weighted Average | ||||||||||||||||||||||||
Useful Life | ||||||||||||||||||||||||
Core technology | 15 years | |||||||||||||||||||||||
Completed technology | 9 years | |||||||||||||||||||||||
Product trade names | 13 years | |||||||||||||||||||||||
Customer relationships | 14 years | |||||||||||||||||||||||
Non-compete contracts | 1 year | |||||||||||||||||||||||
Corporate trade names | Indefinite life |
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||
Schedule of Terms and Carrying Value of Debt Instrument | The terms and carrying value of each debt instrument at August 31, 2013 and May 31, 2013 are set forth below: | |||||||||||||
(U.S. dollars and euros in millions) | Maturity Date | Interest Rate | Currency | 31-Aug-13 | May 31, 2013 | |||||||||
Debt Instruments | ||||||||||||||
European facility | No fixed maturity date | Interest free | EUR | € | — | € | 1.8 | |||||||
$ | — | $ | 2.3 | |||||||||||
China facility | January 16, 2016 | LIBOR + 2.10% | USD | $ | 1 | $ | 6 | |||||||
5.32% | CNY | ¥ | 14 | ¥ | — | |||||||||
$ | 2.3 | $ | — | |||||||||||
Term loan facility B | March 25, 2015 | LIBOR + 3.00% | USD | $ | 104.1 | $ | 104.3 | |||||||
Term loan facility B-1 | July 25, 2017 | LIBOR + 3.75% | USD | $ | 2,111.40 | $ | 2,116.80 | |||||||
Term loan facility B | March 25, 2015 | LIBOR + 3.00% | EUR | € | 167.3 | € | 167.8 | |||||||
$ | 221.4 | $ | 217.9 | |||||||||||
Term loan facility B-1 | July 25, 2017 | LIBOR + 4.00% | EUR | € | 657.7 | € | 659.4 | |||||||
$ | 870.2 | $ | 856.4 | |||||||||||
Cash flow revolving credit facility | April 25, 2017 | LIBOR + 3.50% | USD | $ | — | $ | — | |||||||
Cash flow revolving credit facility | April 25, 2017 | LIBOR + 3.50% | USD/EUR | $ | — | $ | — | |||||||
Asset-based revolving credit facility | July 25, 2017 | LIBOR + 1.75% | USD | $ | — | $ | — | |||||||
Asset-based revolving credit facility | July 25, 2017 | LIBOR + 1.75% | EUR | € | — | € | — | |||||||
Senior notes | August 1, 2020 | 6.50% | USD | $ | 1,825.00 | $ | 1,825.00 | |||||||
Senior subordinated notes | October 1, 2020 | 6.50% | USD | $ | 800 | $ | 800 | |||||||
Premium on notes | $ | 36.4 | $ | 37.7 | ||||||||||
Total debt | $ | 5,971.80 | $ | 5,966.40 | ||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Aug. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis at August 31, 2013 and May 31, 2013: | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
Fair Value at | Using Inputs Considered as | |||||||||||||||
(in millions) | August 31, 2013 | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 242 | $ | 242 | $ | — | $ | — | ||||||||
Time deposits | 16.1 | — | 16.1 | — | ||||||||||||
Greek bonds | 5.1 | — | 5.1 | — | ||||||||||||
Pension plan assets | 135.6 | — | 135.6 | — | ||||||||||||
Foreign currency exchange contracts | 0.5 | — | 0.5 | — | ||||||||||||
Equity securities | 0.4 | 0.3 | — | 0.1 | ||||||||||||
Total assets | $ | 399.7 | $ | 242.3 | $ | 157.3 | $ | 0.1 | ||||||||
Liabilities: | ||||||||||||||||
Interest rate swaps | $ | 32.4 | $ | — | $ | 32.4 | $ | — | ||||||||
Foreign currency exchange contracts | 0.4 | — | 0.4 | — | ||||||||||||
Total liabilities | $ | 32.8 | $ | — | $ | 32.8 | $ | — | ||||||||
Fair Value Measurements | ||||||||||||||||
Fair Value at | Using Inputs Considered as | |||||||||||||||
(in millions) | 31-May-13 | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 93.1 | $ | 93.1 | $ | — | $ | — | ||||||||
Time deposits | 31.5 | — | 31.5 | — | ||||||||||||
Greek bonds | 5.6 | — | 5.6 | — | ||||||||||||
Pension plan assets | 137.6 | — | 137.6 | — | ||||||||||||
Foreign currency exchange contracts | 0.5 | — | 0.5 | — | ||||||||||||
Equity securities | 1.4 | 1.3 | — | 0.1 | ||||||||||||
Total assets | $ | 269.7 | $ | 94.4 | $ | 175.2 | $ | 0.1 | ||||||||
Liabilities: | ||||||||||||||||
Interest rate swaps | $ | 54.1 | $ | — | $ | 54.1 | $ | — | ||||||||
Foreign currency exchange contracts | 0.6 | — | 0.6 | — | ||||||||||||
Total liabilities | $ | 54.7 | $ | — | $ | 54.7 | $ | — | ||||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | ||||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||
Schedule of Summary Existing Swap Agreements | The table below summarizes existing swap agreements at August 31, 2013 and May 31, 2013: | ||||||||||||||||||
(U.S. dollars and euros in millions) | Fair Value at | Fair Value at | |||||||||||||||||
Notional | 31-Aug-13 | May 31, 2013 | |||||||||||||||||
Structure | Currency | Amount | Effective Date | Termination Date | Asset (Liability) | Asset (Liability) | |||||||||||||
5 years | EUR | € | 200 | September 25, 2012 | September 25, 2017 | (7.9 | ) | (11.3 | ) | ||||||||||
5 years | EUR | 200 | September 25, 2012 | September 25, 2017 | (7.8 | ) | (11.1 | ) | |||||||||||
5 years | USD | $ | 325 | December 26, 2008 | December 25, 2013 | (2.2 | ) | (3.8 | ) | ||||||||||
5 years | USD | 195 | September 25, 2009 | September 25, 2014 | (5.4 | ) | (6.7 | ) | |||||||||||
2 years | USD | 190 | March 25, 2013 | March 25, 2015 | (1.5 | ) | (1.7 | ) | |||||||||||
3 years | USD | 270 | December 27, 2013 | September 25, 2016 | (3.8 | ) | (5.2 | ) | |||||||||||
5 years | USD | 350 | September 25, 2012 | September 25, 2017 | (2.2 | ) | (7.5 | ) | |||||||||||
5 years | USD | 350 | September 25, 2012 | September 25, 2017 | (2.1 | ) | (7.4 | ) | |||||||||||
Credit valuation adjustment | 0.5 | 0.6 | |||||||||||||||||
Total interest rate instruments | $ | (32.4 | ) | $ | (54.1 | ) | |||||||||||||
Schedule of Interest Rate Swap | The tables below summarize the effective portion and ineffective portion of the Company’s interest rate swaps for the three months ended August 31, 2013 and August 31, 2012: | ||||||||||||||||||
(in millions) | Three Months Ended | ||||||||||||||||||
Derivatives in cash flow hedging relationship | 31-Aug-13 | 31-Aug-12 | |||||||||||||||||
Interest rate swaps: | |||||||||||||||||||
Amount of gain (loss) recognized in OCI | $ | 21.7 | $ | (4.2 | ) | ||||||||||||||
Amount of (gain) loss reclassified from accumulated OCI into interest expense (effective portion) | — | — | |||||||||||||||||
Amount (gain) loss recognized in other income (expense) (ineffective portion and amount excluded from effectiveness testing) | — | — | |||||||||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Equity [Abstract] | ||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive income (loss) and the related components, net of tax, are included in the table below: | |||||||
(in millions) | 31-Aug-13 | May 31, 2013 | ||||||
Unrecognized actuarial gains (losses) | $ | (9.8 | ) | $ | (10.0 | ) | ||
Foreign currency translation adjustments | 40 | 35.5 | ||||||
Unrealized gain (loss) on interest rate swaps | (20.7 | ) | (34.2 | ) | ||||
Unrealized gain (loss) on available-for-sale securities | 2.8 | 2.8 | ||||||
Accumulated other comprehensive income | $ | 12.3 | $ | (5.9 | ) | |||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Segment Reporting [Abstract] | ||||||||
Net Sales by Product Category | Net sales by product category for the three months ended August 31, 2013 and 2012 were as follows: | |||||||
Three Months Ended | ||||||||
(in millions) | August 31, 2013 | August 31, 2012(1) | ||||||
Net sales by product: | ||||||||
Knees | $ | 225.1 | $ | 217.5 | ||||
Hips | 149.7 | 146.9 | ||||||
S.E.T. | 149.5 | 127.3 | ||||||
Spine, Bone Healing & Microfixation | 101.6 | 108.8 | ||||||
Dental | 53.9 | 57 | ||||||
Cement, Biologics & Other | 50.9 | 49.9 | ||||||
Total | $ | 730.7 | $ | 707.4 | ||||
-1 | Certain amounts have been adjusted to conform to the current presentation. The current presentation aligns with how the Company presently manages and markets its products. | |||||||
Net Sales by Geography | Net sales by geography for the three months ended August 31, 2013 and 2012 were as follows: | |||||||
Three Months Ended | ||||||||
(in millions) | August 31, 2013 | August 31, 2012 | ||||||
Net sales by geography: | ||||||||
United States | $ | 469.9 | $ | 452.2 | ||||
Europe | 151.5 | 142.9 | ||||||
International(1) | 109.3 | 112.3 | ||||||
Total | $ | 730.7 | $ | 707.4 | ||||
-1 | International primarily includes Canada, South America, Mexico and the Asia Pacific region. | |||||||
Long-Term Assets by Geography | Long-term assets by geography as of August 31, 2013 and May 31, 2013 were as follows: | |||||||
(in millions) | 31-Aug-13 | May 31, 2013 | ||||||
Long-term assets(1) by geography: | ||||||||
United States | $ | 339.4 | $ | 336.8 | ||||
Europe | 252.9 | 255.7 | ||||||
International | 72.2 | 72.7 | ||||||
Total | $ | 664.5 | $ | 665.2 | ||||
-1 | Defined as property, plant and equipment |
Guarantor_and_NonGuarantor_Fin1
Guarantor and Non-Guarantor Financial Statements (Tables) | 3 Months Ended | |||||||||||||||||||
Aug. 31, 2013 | ||||||||||||||||||||
Text Block [Abstract] | ||||||||||||||||||||
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||||
31-Aug-13 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantors | Non-Guarantors | Eliminations | Total | |||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | (37.0 | ) | $ | 382.4 | $ | — | $ | 345.4 | |||||||||
Accounts receivable, net | — | 260.3 | 264.2 | — | 524.5 | |||||||||||||||
Inventories, net | — | 311.8 | 340 | — | 651.8 | |||||||||||||||
Deferred income taxes | — | 86.7 | 31.3 | — | 118 | |||||||||||||||
Prepaid expenses and other | — | 59.2 | 68.4 | — | 127.6 | |||||||||||||||
Total current assets | — | 681 | 1,086.30 | — | 1,767.30 | |||||||||||||||
Property, plant and equipment, net | — | 353.3 | 311.2 | — | 664.5 | |||||||||||||||
Investments | — | 11.4 | 11.8 | — | 23.2 | |||||||||||||||
Investment in subsidiaries | 8,030.70 | — | — | (8,030.7 | ) | — | ||||||||||||||
Intangible assets, net | — | 2,829.70 | 728.3 | — | 3,558.00 | |||||||||||||||
Goodwill | — | 3,104.00 | 492.8 | — | 3,596.80 | |||||||||||||||
Other assets | — | 84.7 | 11.1 | — | 95.8 | |||||||||||||||
Total assets | $ | 8,030.70 | $ | 7,064.10 | $ | 2,641.50 | $ | (8,030.7 | ) | $ | 9,705.60 | |||||||||
Liabilities & Shareholder’s Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of long-term debt | $ | 33.5 | $ | — | $ | 3.3 | $ | — | $ | 36.8 | ||||||||||
Accounts payable | — | 49.6 | 42.8 | — | 92.4 | |||||||||||||||
Accrued interest | 39.8 | — | 0.2 | — | 40 | |||||||||||||||
Accrued wages and commissions | — | 61.8 | 54.1 | — | 115.9 | |||||||||||||||
Other accrued expenses | — | 147 | 58.3 | — | 205.3 | |||||||||||||||
Total current liabilities | 73.3 | 258.4 | 158.7 | — | 490.4 | |||||||||||||||
Long-term debt | 5,935.00 | — | — | — | 5,935.00 | |||||||||||||||
Deferred income taxes | — | 887.3 | 180.4 | — | 1,067.70 | |||||||||||||||
Other long-term liabilities | — | 121.2 | 68.9 | — | 190.1 | |||||||||||||||
Total liabilities | 6,008.30 | 1,266.90 | 408 | — | 7,683.20 | |||||||||||||||
Shareholder’s equity | 2,022.40 | 5,797.20 | 2,233.50 | (8,030.7 | ) | 2,022.40 | ||||||||||||||
Total liabilities and shareholder’s equity | $ | 8,030.70 | $ | 7,064.10 | $ | 2,641.50 | $ | (8,030.7 | ) | $ | 9,705.60 | |||||||||
May 31, 2013 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantors | Non-Guarantors | Eliminations | Total | |||||||||||||||
Assets | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 35.3 | $ | 320.3 | $ | — | $ | 355.6 | ||||||||||
Accounts receivable, net | — | 254.1 | 277.7 | — | 531.8 | |||||||||||||||
Inventories | — | 286.9 | 337.1 | — | 624 | |||||||||||||||
Deferred income taxes | — | 78.3 | 41.6 | — | 119.9 | |||||||||||||||
Prepaid expenses and other | — | 73.7 | 67.6 | — | 141.3 | |||||||||||||||
Total current assets | — | 728.3 | 1,044.30 | — | 1,772.60 | |||||||||||||||
Property, plant and equipment, net | — | 350.1 | 315.1 | — | 665.2 | |||||||||||||||
Investments | — | 10.9 | 12.1 | — | 23 | |||||||||||||||
Investment in subsidiaries | 7,982.80 | — | — | (7,982.8 | ) | — | ||||||||||||||
Intangible assets, net | — | 2,890.40 | 739.8 | — | 3,630.20 | |||||||||||||||
Goodwill | — | 3,104.00 | 496.9 | — | 3,600.90 | |||||||||||||||
Other assets | — | 88.9 | 13.9 | — | 102.8 | |||||||||||||||
Total assets | $ | 7,982.80 | $ | 7,172.60 | $ | 2,622.10 | $ | (7,982.8 | ) | $ | 9,794.70 | |||||||||
Liabilities & Shareholder’s Equity | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Current portion of long-term debt | $ | 33.3 | $ | — | $ | 7 | $ | — | $ | 40.3 | ||||||||||
Accounts payable | — | 63.8 | 47.7 | — | 111.5 | |||||||||||||||
Accrued interest | 56.1 | — | 0.1 | — | 56.2 | |||||||||||||||
Accrued wages and commissions | — | 82.1 | 68 | — | 150.1 | |||||||||||||||
Other accrued expenses | — | 141.7 | 64.3 | — | 206 | |||||||||||||||
Total current liabilities | 89.4 | 287.6 | 187.1 | — | 564.1 | |||||||||||||||
Long-term debt | 5,924.80 | — | 1.3 | — | 5,926.10 | |||||||||||||||
Deferred income taxes | — | 942 | 187.8 | — | 1,129.80 | |||||||||||||||
Other long-term liabilities | — | 142.9 | 63.2 | — | 206.1 | |||||||||||||||
Total liabilities | 6,014.20 | 1,372.50 | 439.4 | — | 7,826.10 | |||||||||||||||
Shareholder’s equity | 1,968.60 | 5,800.10 | 2,182.70 | (7,982.8 | ) | 1,968.60 | ||||||||||||||
Total liabilities and shareholder’s equity | $ | 7,982.80 | $ | 7,172.60 | $ | 2,622.10 | $ | (7,982.8 | ) | $ | 9,794.70 | |||||||||
Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||
Three Months Ended August 31, 2013 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantors | Non-Guarantors | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 481.5 | $ | 249.2 | $ | — | $ | 730.7 | ||||||||||
Cost of sales | — | 192.4 | 44.8 | — | 237.2 | |||||||||||||||
Gross profit | — | 289.1 | 204.4 | — | 493.5 | |||||||||||||||
Selling, general and administrative expense | — | 182.2 | 101.9 | — | 284.1 | |||||||||||||||
Research and development expense | — | 27.9 | 9.6 | — | 37.5 | |||||||||||||||
Amortization | — | 61.3 | 14.2 | — | 75.5 | |||||||||||||||
Operating income | — | 17.7 | 78.7 | — | 96.4 | |||||||||||||||
Other (income) expense, net | 87 | (2.3 | ) | 5.1 | — | 89.8 | ||||||||||||||
Income (loss) before income taxes | (87.0 | ) | 20 | 73.6 | — | 6.6 | ||||||||||||||
Tax expense (benefit) | (33.1 | ) | 7.6 | 1 | — | (24.5 | ) | |||||||||||||
Equity in earnings of subsidiaries | 85 | — | — | (85.0 | ) | — | ||||||||||||||
Net income (loss) | $ | 31.1 | $ | 12.4 | $ | 72.6 | $ | (85.0 | ) | $ | 31.1 | |||||||||
Other comprehensive income (loss) | $ | 13.5 | $ | — | $ | 4.7 | $ | — | $ | 18.2 | ||||||||||
Total comprehensive income (loss) | $ | 44.6 | $ | 12.4 | $ | 77.3 | $ | (85.0 | ) | $ | 49.3 | |||||||||
Three Months Ended August 31, 2012 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantors | Non-Guarantors | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 464.8 | $ | 242.6 | $ | — | $ | 707.4 | ||||||||||
Cost of sales | — | 184.3 | 43.8 | — | 228.1 | |||||||||||||||
Gross profit | — | 280.5 | 198.8 | — | 479.3 | |||||||||||||||
Selling, general and administrative expense | — | 191.3 | 104.8 | — | 296.1 | |||||||||||||||
Research and development expense | — | 27.1 | 8.7 | — | 35.8 | |||||||||||||||
Amortization | — | 67.7 | 10.7 | — | 78.4 | |||||||||||||||
Operating income (loss) | — | (5.6 | ) | 74.6 | — | 69 | ||||||||||||||
Other (income) expense, net | 159.3 | (1.3 | ) | (3.4 | ) | — | 154.6 | |||||||||||||
Income (loss) before income taxes | (159.3 | ) | (4.3 | ) | 78 | — | (85.6 | ) | ||||||||||||
Tax expense (benefit) | (60.5 | ) | (1.7 | ) | 8.1 | — | (54.1 | ) | ||||||||||||
Equity in earnings of subsidiaries | 67.3 | — | — | (67.3 | ) | — | ||||||||||||||
Net income (loss) | $ | (31.5 | ) | $ | (2.6 | ) | $ | 69.9 | $ | (67.3 | ) | $ | (31.5 | ) | ||||||
Other comprehensive income (loss) | $ | (2.6 | ) | $ | — | $ | 24 | $ | — | $ | 21.4 | |||||||||
Total comprehensive income (loss) | $ | (34.1 | ) | $ | (2.6 | ) | $ | 93.9 | $ | (67.3 | ) | $ | (10.1 | ) | ||||||
Condensed Consolidating Statements of Cash Flows | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||
Three Months Ended August 31, 2013 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantor | Non-Guarantors | Eliminations | Total | |||||||||||||||
Cash flows provided by (used in) operating activities | $ | 5.8 | $ | (36.9 | ) | $ | 81.9 | $ | — | $ | 50.8 | |||||||||
Capital expenditures | — | (35.3 | ) | (11.2 | ) | — | (46.5 | ) | ||||||||||||
Other | — | (0.4 | ) | 0.2 | — | (0.2 | ) | |||||||||||||
Cash flows provided by (used in) investing activities | — | (35.7 | ) | (11.0 | ) | — | (46.7 | ) | ||||||||||||
Cash flows used in financing activities | (5.8 | ) | 0.3 | (7.7 | ) | — | (13.2 | ) | ||||||||||||
Effect of exchange rate changes on cash | — | — | (1.1 | ) | — | (1.1 | ) | |||||||||||||
Decrease in cash and cash equivalents | — | (72.3 | ) | 62.1 | — | (10.2 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | — | 35.3 | 320.3 | — | 355.6 | |||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | (37.0 | ) | $ | 382.4 | $ | — | $ | 345.4 | |||||||||
Three Months Ended August 31, 2012 | ||||||||||||||||||||
(in millions) | Biomet, Inc. | Guarantor | Non-Guarantors | Eliminations | Total | |||||||||||||||
Cash flows provided by (used in) operating activities | $ | (382.4 | ) | $ | 530.8 | $ | (62.9 | ) | $ | — | $ | 85.5 | ||||||||
Capital expenditures | — | (28.4 | ) | (24.7 | ) | — | (53.1 | ) | ||||||||||||
Acquisitions, net of cash acquired - Trauma Acquisition | — | (277.5 | ) | (2.5 | ) | — | (280.0 | ) | ||||||||||||
Other | — | (4.9 | ) | (1.0 | ) | — | (5.9 | ) | ||||||||||||
Cash flows provided by (used in) investing activities | — | (310.8 | ) | (28.2 | ) | — | (339.0 | ) | ||||||||||||
Proceeds from senior notes due 2020 | 1,000.00 | — | — | — | 1,000.00 | |||||||||||||||
Tender offer for senior notes due 2017 | (581.7 | ) | — | — | — | (581.7 | ) | |||||||||||||
Payment of fees related to refinancing activities | (30.1 | ) | — | — | — | (30.1 | ) | |||||||||||||
Other | (5.8 | ) | — | (3.1 | ) | — | (8.9 | ) | ||||||||||||
Cash flows used in financing activities | 382.4 | — | (3.1 | ) | — | 379.3 | ||||||||||||||
Effect of exchange rate changes on cash | — | — | 1 | — | 1 | |||||||||||||||
Increase in cash and cash equivalents | — | 220 | (93.2 | ) | — | 126.8 | ||||||||||||||
Cash and cash equivalents, beginning of period | — | 190.1 | 302.3 | — | 492.4 | |||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 410.1 | $ | 209.1 | $ | — | $ | 619.2 | ||||||||||
Acquisition_Additional_Informa
Acquisition - Additional Information (Detail) (Trauma [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Aug. 31, 2013 | 24-May-12 |
Trauma [Member] | ||
Business Acquisition [Line Items] | ||
Aggregate purchase price | $280 | $280 |
Acquisition-related costs | $6.90 |
Acquisition_Purchase_Price_All
Acquisition - Purchase Price Allocation (Detail) (Trauma [Member], USD $) | Aug. 31, 2013 | 24-May-12 |
In Millions, unless otherwise specified | ||
Trauma [Member] | ||
Business Acquisition [Line Items] | ||
Inventory | $93.70 | |
Prepaid expenses and other | 2.1 | |
Instruments | 29.2 | |
Other property, plant and equipment | 7.2 | |
Liabilities assumed | -5.6 | |
Intangible assets | 141.5 | |
Goodwill | 11.9 | |
Purchase price | $280 | $280 |
Inventories_Components_of_Inve
Inventories - Components of Inventories (Detail) (USD $) | Aug. 31, 2013 | 31-May-13 |
In Millions, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $76 | $78.80 |
Work-in-process | 47.6 | 44.7 |
Finished goods | 528.2 | 500.5 |
Inventories, net | $651.80 | $624 |
Property_Plant_and_Equipment_U
Property, Plant and Equipment - Useful Lives of Property, Plant and Equipment (Detail) | 3 Months Ended |
Aug. 31, 2013 | |
Land improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 20 years |
Buildings and leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 30 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 10 years |
Instruments [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 4 years |
Property_Plant_and_Equipment_C
Property, Plant and Equipment - Components of Property, Plant and Equipment (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | 31-May-13 |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $1,320.60 | $1,281.50 | |
Accumulated depreciation | -656.1 | -616.3 | |
Total property, plant and equipment, net | 664.5 | 665.2 | |
Depreciation expense | 44.9 | 42.2 | |
Land and land improvements [Member} | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 40.4 | 40.5 | |
Buildings and leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 110.3 | 106.3 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 388.2 | 375.4 | |
Instruments [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 732.8 | 710.5 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $48.90 | $48.80 |
Investments_Summary_of_Company
Investments - Summary of Company's Investment Securities (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Aug. 31, 2013 | 31-May-13 |
Summary of Investment Holdings [Line Items] | ||
Available-for-sale, Amortized Cost | $17.20 | $17.20 |
Available-for-sale, Unrealized Gains | 4.5 | 4.8 |
Available-for-sale, Unrealized Losses | ||
Available-for-sale, Fair Value | 21.7 | 22 |
Trading, Amortized Cost | 1.5 | 0.8 |
Trading, Realized Gains | 0.2 | |
Trading, Realized Losses | ||
Trading, Fair Value | 1.5 | 1 |
Equity securities [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Available-for-sale, Amortized Cost | 0.2 | 0.2 |
Available-for-sale, Unrealized Gains | 0.3 | 0.2 |
Available-for-sale, Unrealized Losses | ||
Available-for-sale, Fair Value | 0.5 | 0.4 |
Trading, Amortized Cost | 1.5 | 0.8 |
Trading, Realized Gains | 0.2 | |
Trading, Realized Losses | ||
Trading, Fair Value | 1.5 | 1 |
Time deposit [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Available-for-sale, Amortized Cost | 15.9 | 15.9 |
Available-for-sale, Unrealized Gains | 0.2 | 0.1 |
Available-for-sale, Unrealized Losses | ||
Available-for-sale, Fair Value | 16.1 | 16 |
Greek bonds [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Available-for-sale, Amortized Cost | 1.1 | 1.1 |
Available-for-sale, Unrealized Gains | 4 | 4.5 |
Available-for-sale, Unrealized Losses | ||
Available-for-sale, Fair Value | $5.10 | $5.60 |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 3 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Summary of Investment Holdings [Line Items] | ||
Proceeds on sales/maturities of investments | $5,500,000 | $9,500,000 |
Investment purchases | 9,500,000 | 0 |
Minimum [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Maturity dates of new bonds | 1 year | |
Maximum [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Maturity dates of new bonds | 30 years | |
Greek bonds [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Face value of bonds | $11,300,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | Aug. 31, 2013 | 31-May-13 |
In Millions, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $3,596.80 | $3,600.90 |
Intangible assets, expected amortization expense for the year 2013 | 287.9 | |
Intangible assets, expected amortization expense for the year 2014 | 278.9 | |
Intangible assets, expected amortization expense for the year 2015 | 269 | |
Intangible assets, expected amortization expense for the year 2016 | 265.3 | |
Intangible assets, expected amortization expense for the year 2017 | $248 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | 31-May-13 | Aug. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $5,358.70 | $5,216.70 |
Impairment Charge | -145.1 | |
New Carrying Amount | 5,213.60 | |
Accumulated Amortization | -1,634.10 | -1,658.70 |
Impairment Charge | 50.7 | |
Net Carrying Amount | 3,630.20 | 3,558 |
Core technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,772.60 | 1,733.90 |
Impairment Charge | -39 | |
New Carrying Amount | 1,733.60 | |
Accumulated Amortization | -481.1 | -500.6 |
Impairment Charge | 4.1 | |
Net Carrying Amount | 1,256.60 | 1,233.30 |
Completed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 628.8 | 580.4 |
Impairment Charge | -48.5 | |
New Carrying Amount | 580.3 | |
Accumulated Amortization | -254.9 | -229.4 |
Impairment Charge | 36.7 | |
Net Carrying Amount | 362.1 | 351 |
Product trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 204.2 | 205.4 |
Impairment Charge | 0 | |
New Carrying Amount | 204.2 | |
Accumulated Amortization | -65.9 | -68.9 |
Impairment Charge | 0 | |
Net Carrying Amount | 138.3 | 136.5 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,429.50 | 2,384.50 |
Impairment Charge | -46.1 | |
New Carrying Amount | 2,383.40 | |
Accumulated Amortization | -828.4 | -855.7 |
Impairment Charge | 9.9 | |
Net Carrying Amount | 1,564.90 | 1,528.80 |
Non-compete contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4.6 | 4.6 |
Impairment Charge | 0 | |
New Carrying Amount | 4.6 | |
Accumulated Amortization | -3.8 | -4.1 |
Impairment Charge | 0 | |
Net Carrying Amount | 0.8 | 0.5 |
Sub-total [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,039.70 | 4,908.80 |
Impairment Charge | -133.6 | |
New Carrying Amount | 4,906.10 | |
Accumulated Amortization | -1,634.10 | -1,658.70 |
Impairment Charge | 50.7 | |
Net Carrying Amount | 3,322.70 | 3,250.10 |
Corporate trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 319 | 307.9 |
Impairment Charge | -11.5 | |
New Carrying Amount | 307.5 | |
Accumulated Amortization | 0 | 0 |
Impairment Charge | 0 | |
Net Carrying Amount | $307.50 | $307.90 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Weighted Average Useful Life of Intangible Assets (Detail) | 3 Months Ended |
Aug. 31, 2013 | |
Core technology [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Weighted Average Useful Life | 15 years |
Completed technology [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Weighted Average Useful Life | 9 years |
Product trade names [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Weighted Average Useful Life | 13 years |
Customer relationships [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Weighted Average Useful Life | 14 years |
Non-compete contracts [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Weighted Average Useful Life | 1 year |
Corporate trade names [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Weighted Average Useful Life | Indefinite life |
Debt_Schedule_of_Terms_and_Car
Debt - Schedule of Terms and Carrying Value of Debt Instrument (Detail) | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | 31-May-13 | Sep. 25, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | 31-May-13 | Aug. 31, 2013 | Aug. 02, 2012 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 08, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 |
In Millions, unless otherwise specified | USD ($) | USD ($) | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Senior notes [Member] | Senior notes [Member] | Senior notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] |
European facilities [Member] | European facilities [Member] | European facilities [Member] | European facilities [Member] | China Facility [Member] | China Facility [Member] | China Facility [Member] | China Facility [Member] | China Facility [Member] | China Facility [Member] | China Facility [Member] | USD [Member] | Term loan facility, 25-Mar-15 [Member] | Term loan facility, 25-Mar-15 [Member] | Term loan facility, 25-Mar-15 [Member] | Term loan facility, 25-Mar-15 [Member] | Term loan facility, 25-Mar-15 [Member] | Term loan facility, 25-Mar-15 [Member] | Term loan facility, 25-Mar-15 [Member] | Term loan facility, 25-Mar-15 [Member] | Term loan facility, 25-Jul-17 [Member] | Term loan facility, 25-Jul-17 [Member] | Term loan facility, 25-Jul-17 [Member] | Term loan facility, 25-Jul-17 [Member] | Term loan facility, 25-Jul-17 [Member] | Term loan facility, 25-Jul-17 [Member] | Term loan facility, 25-Jul-17 [Member] | Term loan facility, 25-Jul-17 [Member] | Asset-based revolving credit facility [Member] | Cash flow revolving credit facility, 25-Apr-17 [Member] | Cash flow revolving credit facility, 25-Apr-17 [Member] | Cash flow revolving credit facility, 25-Apr-17 [Member] | Asset-based revolving credit facility [Member] | Asset-based revolving credit facility [Member] | Asset-based revolving credit facility [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior subordinated notes due 2020 [Member] | 6.500% senior subordinated notes due 2020 [Member] | |||
USD ($) | EUR (€) | USD ($) | EUR (€) | USD [Member] | USD [Member] | USD [Member] | CNY [Member] | CNY [Member] | CNY [Member] | CNY [Member] | LIBOR [Member] | USD [Member] | USD [Member] | USD [Member] | EUR [Member] | EUR [Member] | EUR [Member] | EUR [Member] | EUR [Member] | USD [Member] | USD [Member] | USD [Member] | EUR [Member] | EUR [Member] | EUR [Member] | EUR [Member] | EUR [Member] | USD ($) | USD ($) | LIBOR [Member] | USD ($) | USD ($) | LIBOR [Member] | USD ($) | USD ($) | USD ($) | USD ($) | ||||||
USD ($) | USD ($) | LIBOR [Member] | USD ($) | CNY | USD ($) | CNY | USD ($) | USD ($) | LIBOR [Member] | USD ($) | EUR (€) | USD ($) | EUR (€) | LIBOR [Member] | USD ($) | USD ($) | LIBOR [Member] | USD ($) | EUR (€) | USD ($) | EUR (€) | LIBOR [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||
Maturity period of term loan under the credit facility | 16-Jan-16 | 25-Mar-15 | 25-Mar-15 | 25-Mar-15 | 25-Jul-17 | 25-Jul-17 | 25-Jul-17 | 25-Jul-17 | 25-Apr-17 | 25-Jul-17 | 1-Aug-20 | 1-Oct-20 | 1-Oct-20 | ||||||||||||||||||||||||||||||
Interest rate description | Interest free | Interest free | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 5.32% | 5.32% | 6.50% | 6.50% | 6.50% | 6.50% | |||||||||||||||||||||||||||||||||||||
Debt instruments basis spread on variable rate | 2.10% | 3.50% | 3.00% | 3.00% | 3.75% | 4.00% | 3.50% | 1.75% | |||||||||||||||||||||||||||||||||||
Premium on notes | $36.40 | $37.70 | |||||||||||||||||||||||||||||||||||||||||
Total debt | $5,971.80 | $5,966.40 | $0 | € 0 | $2.30 | € 1.80 | $1 | $6 | $2.30 | 14 | $0 | 0 | $104.10 | $104.30 | $221.40 | € 167.30 | $217.90 | € 167.80 | $2,111.40 | $2,116.80 | $870.20 | € 657.70 | $856.40 | € 659.40 | $0 | $0 | $0 | $0 | $1,825 | $1,825 | $800 | $800 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||||
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | 31-May-13 | 31-May-13 | Aug. 02, 2012 | Aug. 02, 2012 | Aug. 02, 2012 | Aug. 02, 2012 | Aug. 31, 2013 | Aug. 02, 2012 | Oct. 04, 2012 | Oct. 04, 2012 | Nov. 14, 2012 | Nov. 14, 2012 | Aug. 08, 2012 | Aug. 31, 2013 | 31-May-13 | Oct. 02, 2012 | Aug. 08, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Oct. 02, 2012 | Aug. 31, 2013 | Oct. 02, 2012 | Aug. 31, 2013 | 31-May-13 | Oct. 02, 2012 | Aug. 31, 2012 | Aug. 31, 2013 | Dec. 27, 2012 | Aug. 31, 2013 | Aug. 02, 2012 | Aug. 02, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 02, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | 31-May-13 | |
USD ($) | USD ($) | EUR (€) | USD ($) | EUR (€) | Revolving Credit Facility [Member] | Term loan facility, 25-Jul-17 [Member] | Non Extended Term Loans [Member] | Term B-1 Loans [Member] | Long-Term Assets [Member] | USD [Member] | USD [Member] | EUR [Member] | Asset-based revolving credit facility [Member] | Asset-based revolving credit facility [Member] | Senior notes [Member] | Senior notes [Member] | Senior notes [Member] | Senior notes [Member] | Senior notes [Member] | Senior notes [Member] | Senior notes [Member] | Senior notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | |
USD ($) | USD ($) | USD ($) | Revolving Credit Facility [Member] | Term loan facility, 25-Jul-17 [Member] | Term loan facility, 25-Jul-17 [Member] | USD [Member] | EUR [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | 11 5 /8% Senior PIK Toggle Notes due 2017 [Member] | 10 3/8% / 11 1/8% Senior PIK Toggle Notes due 2017 [Member] | 10 3/8% / 11 1/8% Senior PIK Toggle Notes due 2017 [Member] | 10% Senior Notes due 2017 [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior subordinated notes due 2020 [Member] | 6.500% senior subordinated notes due 2020 [Member] | 11 5 /8% Senior PIK Toggle Notes due 2017 [Member] | 11 5 /8% Senior PIK Toggle Notes due 2017 [Member] | USD ($) | USD [Member] | USD [Member] | USD [Member] | EUR [Member] | One-month LIBOR [Member] | One-month LIBOR [Member] | Three-month LIBOR [Member] | Asset-based revolving credit facility [Member] | Term B-1 Loans [Member] | Term B-1 Loans [Member] | Term B-1 Loans [Member] | Term B-1 Loans [Member] | Term B-1 Loans [Member] | Term B-1 Loans [Member] | Term B-1 Loans [Member] | ||||||||
USD ($) | Joinder Agreement [Member] | Joinder Agreement [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | USD [Member] | EUR [Member] | USD [Member] | USD [Member] | USD [Member] | EUR [Member] | EUR [Member] | EUR [Member] | EUR [Member] | |||||||||||||||||
USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | EUR (€) | ||||||||||||||||||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.50% | 6.50% | 10.00% | 6.50% | 6.50% | ||||||||||||||||||||||||||||||||||||||||
Maturity year | 2020 | 2020 | 2017 | 2020 | 2020 | ||||||||||||||||||||||||||||||||||||||||
Percent of term loans subject to variable rate | 77.00% | 100.00% | |||||||||||||||||||||||||||||||||||||||||||
Variable rate basis | 0.18% | 0.08% | 0.27% | ||||||||||||||||||||||||||||||||||||||||||
Term loan payment in each year, Percentage | 0.25% | 0.25% | |||||||||||||||||||||||||||||||||||||||||||
Total amount of required payments under the term loan facilities | $8,300,000 | ||||||||||||||||||||||||||||||||||||||||||||
Currency conversion rate (Euro per USD) | 0.7558 | 0.7699 | |||||||||||||||||||||||||||||||||||||||||||
Revolving borrowing base | 790,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Financing fees related to credit agreement | 10,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Payment of fees related to refinancing activities | 200,000 | 30,100,000 | 65,800,000 | ||||||||||||||||||||||||||||||||||||||||||
Face value of bonds | 1,000,000,000 | 825,000,000 | 140,000,000 | 343,400,000 | 800,000,000 | 384,200,000 | 140,000,000 | ||||||||||||||||||||||||||||||||||||||
Percentage tendered | 70.00% | 45.12% | 43.91% | ||||||||||||||||||||||||||||||||||||||||||
Maturity period of term loan under the credit facility | 25-Apr-17 | 24-Dec-14 | 25-Mar-15 | 1-Aug-20 | 1-Oct-20 | 1-Oct-20 | 25-Jul-17 | 25-Mar-15 | 25-Mar-15 | 25-Mar-15 | |||||||||||||||||||||||||||||||||||
Excess of term loan | 165,000,000 | 200,000,000 | 165,000,000 | 2,111,400,000 | 1,007,200,000 | 631,300,000 | |||||||||||||||||||||||||||||||||||||||
Outstanding balance | 5,971,800,000 | 5,966,400,000 | 392,700,000 | 32,900,000 | 1,825,000,000 | 1,825,000,000 | 800,000,000 | 800,000,000 | 104,100,000 | 104,300,000 | 221,400,000 | 167,300,000 | 217,900,000 | 167,800,000 | |||||||||||||||||||||||||||||||
New asset-based revolving credit facility | 400,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Add-on to the extended U.S. dollar term loan | $730,000,000 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2012 |
Assets: | |||
Total assets, Fair Value | $399,700,000 | $269,700,000 | |
Liabilities: | |||
Total liabilities, Fair Value | 32,800,000 | 54,700,000 | |
Fair value of long-term debt | 6,002,800,000 | 6,090,400,000 | |
Carrying value of long-term debt | 5,971,800,000 | 5,966,400,000 | |
Fair value of assets measured on a nonrecurring basis | 0 | ||
Fair value of liabilities measured on a nonrecurring basis | 0 | ||
Money market funds [Member] | |||
Assets: | |||
Total assets, Fair Value | 242,000,000 | 93,100,000 | |
Time deposit [Member] | |||
Assets: | |||
Total assets, Fair Value | 16,100,000 | 31,500,000 | |
Greek bonds [Member] | |||
Assets: | |||
Total assets, Fair Value | 5,100,000 | 5,600,000 | |
Pension plan assets [Member] | |||
Assets: | |||
Total assets, Fair Value | 135,600,000 | 137,600,000 | |
Foreign currency exchange contracts [Member] | |||
Assets: | |||
Total assets, Fair Value | 500,000 | 500,000 | |
Liabilities: | |||
Total liabilities, Fair Value | 400,000 | 600,000 | |
Other [Member] | |||
Assets: | |||
Total assets, Fair Value | 400,000 | 1,400,000 | |
Interest rate swaps [Member] | |||
Liabilities: | |||
Total liabilities, Fair Value | 32,400,000 | 54,100,000 | |
Level 1 [Member] | |||
Assets: | |||
Total assets, Fair Value | 242,300,000 | 94,400,000 | |
Liabilities: | |||
Total liabilities, Fair Value | 0 | 0 | |
Level 1 [Member] | Money market funds [Member] | |||
Assets: | |||
Total assets, Fair Value | 242,000,000 | 93,100,000 | |
Level 1 [Member] | Time deposit [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 1 [Member] | Greek bonds [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 1 [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 1 [Member] | Foreign currency exchange contracts [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Liabilities: | |||
Total liabilities, Fair Value | 0 | 0 | |
Level 1 [Member] | Other [Member] | |||
Assets: | |||
Total assets, Fair Value | 300,000 | 1,300,000 | |
Level 1 [Member] | Interest rate swaps [Member] | |||
Liabilities: | |||
Total liabilities, Fair Value | 0 | 0 | |
Level 2 [Member] | |||
Assets: | |||
Total assets, Fair Value | 157,300,000 | 175,200,000 | |
Liabilities: | |||
Total liabilities, Fair Value | 32,800,000 | 54,700,000 | |
Level 2 [Member] | Money market funds [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 2 [Member] | Time deposit [Member] | |||
Assets: | |||
Total assets, Fair Value | 16,100,000 | 31,500,000 | |
Level 2 [Member] | Greek bonds [Member] | |||
Assets: | |||
Total assets, Fair Value | 5,100,000 | 5,600,000 | |
Level 2 [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets, Fair Value | 135,600,000 | 137,600,000 | |
Level 2 [Member] | Foreign currency exchange contracts [Member] | |||
Assets: | |||
Total assets, Fair Value | 500,000 | 500,000 | |
Liabilities: | |||
Total liabilities, Fair Value | 400,000 | 600,000 | |
Level 2 [Member] | Other [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 2 [Member] | Interest rate swaps [Member] | |||
Liabilities: | |||
Total liabilities, Fair Value | 32,400,000 | 54,100,000 | |
Level 3 [Member] | |||
Assets: | |||
Total assets, Fair Value | 100,000 | 100,000 | |
Liabilities: | |||
Total liabilities, Fair Value | 0 | 0 | |
Level 3 [Member] | Money market funds [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 3 [Member] | Time deposit [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 3 [Member] | Greek bonds [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 3 [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Level 3 [Member] | Foreign currency exchange contracts [Member] | |||
Assets: | |||
Total assets, Fair Value | 0 | 0 | |
Liabilities: | |||
Total liabilities, Fair Value | 0 | 0 | |
Level 3 [Member] | Other [Member] | |||
Assets: | |||
Total assets, Fair Value | 100,000 | 100,000 | |
Level 3 [Member] | Interest rate swaps [Member] | |||
Liabilities: | |||
Total liabilities, Fair Value | $0 | $0 |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities - Additional Information (Detail) | 3 Months Ended | 3 Months Ended | |||||||||||||||||
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Sep. 25, 2007 | Sep. 25, 2007 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Sep. 25, 2007 | Sep. 25, 2007 | Aug. 31, 2013 |
USD ($) | EUR (€) | USD ($) | USD ($) | EUR (€) | Swap agreements [Member] | Swap agreements [Member] | Short-term [Member] | Short-term [Member] | Long-term [Member] | Long-term [Member] | Credit valuation adjustment [Member] | Credit valuation adjustment [Member] | Euro term loan [Member] | Euro term loan [Member] | Euro term loan [Member] | Euro term loan [Member] | Euro term loan [Member] | U.S. dollar term loan [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | EUR (€) | ||||||||||
Derivative Instruments And Hedging Activities [Line Items] | |||||||||||||||||||
Hedged portion of net investment | $1,690 | € 1,238 | € 1,752.40 | $2,318.70 | $1,207.40 | € 875 | |||||||||||||
Outstanding principal balance | 825 | 1,091.60 | |||||||||||||||||
Net investment hedge | 1,042.10 | 787.6 | |||||||||||||||||
Difference unhedged | 964.8 | 1,276.60 | |||||||||||||||||
Swap liability | 32.4 | 54.1 | 14.3 | 19.9 | 18.6 | 34.8 | -0.5 | -0.6 | |||||||||||
Effective interest rate | 63.64% | 48.48% | 3.69% | 3.84% | |||||||||||||||
Effective interest rate amount | 1,410 | 400 | |||||||||||||||||
Term loan fixed interest rate | 5.55% | 5.51% | |||||||||||||||||
Effective weighted average interest rate on all outstanding debt, including the interest rate swaps | 5.62% | 6.29% | |||||||||||||||||
Derivatives not designated as hedging instruments on a gross basis assets | 0.5 | ||||||||||||||||||
Derivatives not designated as hedging instruments prepaid expenses and other and liabilities | $0.40 |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities - Schedule of Summary Existing Swap Agreements (Detail) | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | 31-May-13 |
In Millions, unless otherwise specified | USD ($) | USD ($) | September 25, 2012 [Member] | September 25, 2012 [Member] | September 25, 2012 [Member] | September 25, 2012 [Member] | September 25, 2017 [Member] | September 25, 2017 [Member] | September 25, 2017 [Member] | September 25, 2017 [Member] | September 25, 2017 [Member] | September 25, 2017 [Member] | September 25, 2017 [Member] | December 25, 2013 [Member] | December 25, 2013 [Member] | September 25, 2014 [Member] | September 25, 2014 [Member] | March 25, 2015 [Member] | March 25, 2015 [Member] | September 25, 2016 [Member] | September 25, 2016 [Member] | Credit valuation adjustment [Member] | Credit valuation adjustment [Member] |
Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | September 25, 2012 [Member] | September 25, 2012 [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | Swap agreements [Member] | USD ($) | USD ($) | |||
Euro [Member] | Euro [Member] | Euro [Member] | Euro [Member] | USD ($) | USD ($) | Euro [Member] | Euro [Member] | Euro [Member] | Swap agreements [Member] | Swap agreements [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||
USD ($) | EUR (€) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | ||||||||||||||||
Outstanding Interest Rate Swap Agreements [Line Items] | |||||||||||||||||||||||
Structure | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 2 years | 3 years | ||||||||||||||
Notional Amount | € 200 | $350 | € 200 | $350 | $325 | $195 | $190 | $270 | |||||||||||||||
Effective Date | 25-Sep-12 | 25-Sep-12 | 25-Sep-12 | 25-Sep-12 | 25-Sep-12 | 25-Sep-12 | 26-Dec-08 | 25-Sep-09 | 25-Mar-13 | 27-Dec-13 | |||||||||||||
Termination Date | 25-Sep-17 | 25-Sep-17 | 25-Sep-17 | 25-Sep-17 | 25-Sep-17 | 25-Sep-17 | 25-Dec-13 | 25-Sep-14 | 25-Mar-15 | 25-Sep-16 | |||||||||||||
Fair Value Asset (Liability) | ($32.40) | ($54.10) | ($7.90) | ($11.30) | ($2.10) | ($7.40) | ($7.80) | ($11.10) | ($2.20) | ($7.50) | ($2.20) | ($3.80) | ($5.40) | ($6.70) | ($1.50) | ($1.70) | ($3.80) | ($5.20) | $0.50 | $0.60 |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities - Schedule of Interest Rate Swap (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Amount of gain (loss) recognized in OCI | $21.70 | ($4.20) |
Amount of (gain) loss reclassified from accumulated OCI into interest expense (effective portion) | ||
Amount (gain) loss recognized in other income (expense) (ineffective portion and amount excluded from effectiveness testing) |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) - Accumulated Other Comprehensive Income (Loss) and Related Components (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | 31-May-13 |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Unrecognized actuarial gains (losses) | $2.80 | $2.80 | |
Unrealized gain (loss) on interest rate swaps | 40 | 35.5 | |
Accumulated Other Comprehensive Income (Loss), Unrealized Gain (Loss) On Interest Rate Swap Contracts, Net Of Tax | 20.7 | 34.2 | |
Unrealized gain (loss) on available-for-sale securities | -9.8 | -10 | |
Accumulated other comprehensive income, Net | 12.3 | -5.9 | |
Tax (benefit) expense related to pension assets | -0.2 | -0.1 | |
Tax (benefit) expense related to foreign currency translation adjustments | -12.2 | 4.5 | |
Tax (benefit) expense related to interest rate swaps | 8.2 | -1.6 | |
Tax (benefit) expense related to available-for-sale securities | $0 | $0.10 |
Stockbased_Compensation_and_St1
Stock-based Compensation and Stock Plans - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Aug. 31, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-13 | Jul. 31, 2012 | Jul. 30, 2012 | Jul. 31, 2012 | Jul. 30, 2012 | Aug. 31, 2013 |
management_dividend_award | Stock options [Member] | Stock options [Member] | Restricted stock units [Member] | Restricted stock units [Member] | Restricted stock units [Member] | ||||
2012 Restricted Stock Unit Plan [Member] | |||||||||
Installment | |||||||||
Stock-based compensation expense recognized | $4.70 | $19.10 | |||||||
Purchase of aggregate shares of common stock | 29,821,500 | 3,665,000 | |||||||
Stock based compensation, new options granted | 29,821,500 | ||||||||
Stock based compensation, restricted stock units granted | 10,795,000 | ||||||||
Exercise price for stock options decreased to current fair value | $7.88 | $7.88 | |||||||
Vesting schedule in excess of original vesting schedule | 2 years | ||||||||
Management dividend awards vested per each restricted stock unit | 1 | ||||||||
Common stock, par value | $0.01 | $0.01 | |||||||
Maximum number of shares of common stock | 14,000,000 | ||||||||
Number of installments | 3 | ||||||||
Vesting period | 2 years | ||||||||
Options were exercise price was modified | 3,193,000 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | -371.20% | 63.20% |
Increase (decrease) in tax provision from changes in state and international reorganizations | ($25.90) | ($4) |
Increase in effective income tax rates | -392.80% | 4.70% |
Segment_Reporting_Net_Sales_by
Segment Reporting - Net Sales by Product Category (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | |
reportable_segment | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of reportable segments | 1 | ||
Net sales by product: | |||
Net sales | $730.70 | $707.40 | [1] |
Knees [Member] | |||
Net sales by product: | |||
Net sales | 225.1 | 217.5 | [1] |
Hips [Member] | |||
Net sales by product: | |||
Net sales | 149.7 | 146.9 | [1] |
S.E.T. [Member] | |||
Net sales by product: | |||
Net sales | 149.5 | 127.3 | [1] |
Spine & Bone Healing [Member] | |||
Net sales by product: | |||
Net sales | 101.6 | 108.8 | [1] |
Dental [Member] | |||
Net sales by product: | |||
Net sales | 53.9 | 57 | [1] |
Cement, Biologics & Other [Member] | |||
Net sales by product: | |||
Net sales | $50.90 | $49.90 | [1] |
[1] | Certain amounts have been adjusted to conform to the current presentation. The current presentation aligns with how the Company presently manages and markets its products. |
Segment_Reporting_Net_Sales_by1
Segment Reporting - Net Sales by Geography (Detail) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | ||
Net sales by geography: | ||||
Net sales | $730.70 | $707.40 | [1] | |
United States [Member] | ||||
Net sales by geography: | ||||
Net sales | 469.9 | 452.2 | ||
Europe [Member] | ||||
Net sales by geography: | ||||
Net sales | 151.5 | 142.9 | ||
International [Member] | ||||
Net sales by geography: | ||||
Net sales | $109.30 | [2] | $112.30 | [2] |
[1] | Certain amounts have been adjusted to conform to the current presentation. The current presentation aligns with how the Company presently manages and markets its products. | |||
[2] | International primarily includes Canada, South America, Mexico and the Asia Pacific region. |
Segment_Reporting_LongTerm_Ass
Segment Reporting - Long-Term Assets by Geography (Detail) (USD $) | Aug. 31, 2013 | 31-May-13 | ||
In Millions, unless otherwise specified | ||||
Long-term assets by geography: | ||||
Long-term assets | $664.50 | [1] | $665.20 | [1] |
United States [Member] | ||||
Long-term assets by geography: | ||||
Long-term assets | 339.4 | [1] | 336.8 | [1] |
Europe [Member] | ||||
Long-term assets by geography: | ||||
Long-term assets | 252.9 | [1] | 255.7 | [1] |
International [Member] | ||||
Long-term assets by geography: | ||||
Long-term assets | $72.20 | [1] | $72.70 | [1] |
[1] | Defined as property, plant and equipment |
Guarantor_and_NonGuarantor_Fin2
Guarantor and Non-Guarantor Financial Statements - Condensed Consolidating Balance Sheets (Detail) (USD $) | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2012 | 31-May-12 |
In Millions, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $345.40 | $355.60 | $619.20 | $492.40 |
Accounts receivable, net | 524.5 | 531.8 | ||
Inventories, net | 651.8 | 624 | ||
Deferred income taxes | 118 | 119.9 | ||
Prepaid expenses and other | 127.6 | 141.3 | ||
Total current assets | 1,767.30 | 1,772.60 | ||
Property, plant and equipment, net | 664.5 | 665.2 | ||
Investments | 23.2 | 23 | ||
Investment in subsidiaries | 0 | 0 | ||
Intangible assets, net | 3,558 | 3,630.20 | ||
Goodwill | 3,596.80 | 3,600.90 | ||
Other assets | 95.8 | 102.8 | ||
Total assets | 9,705.60 | 9,794.70 | ||
Current liabilities: | ||||
Current portion of long-term debt | 36.8 | 40.3 | ||
Accounts payable | 92.4 | 111.5 | ||
Accrued interest | 40 | 56.2 | ||
Accrued wages and commissions | 115.9 | 150.1 | ||
Other accrued expenses | 205.3 | 206 | ||
Total current liabilities | 490.4 | 564.1 | ||
Long-term debt | 5,935 | 5,926.10 | ||
Deferred income taxes | 1,067.70 | 1,129.80 | ||
Other long-term liabilities | 190.1 | 206.1 | ||
Total liabilities | 7,683.20 | 7,826.10 | ||
Shareholder’s equity | 2,022.40 | 1,968.60 | ||
Total liabilities and shareholders’ equity | 9,705.60 | 9,794.70 | ||
Biomet, Inc. [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Total current assets | 0 | |||
Property, plant and equipment, net | 0 | |||
Investments | 0 | |||
Investment in subsidiaries | 8,030.70 | 7,982.80 | ||
Intangible assets, net | 0 | |||
Goodwill | 0 | |||
Other assets | 0 | |||
Total assets | 8,030.70 | 7,982.80 | ||
Current liabilities: | ||||
Current portion of long-term debt | 33.5 | 33.3 | ||
Accounts payable | 0 | 0 | ||
Accrued interest | 39.8 | 56.1 | ||
Accrued wages and commissions | 0 | 0 | ||
Other accrued expenses | 0 | 0 | ||
Total current liabilities | 73.3 | 89.4 | ||
Long-term debt | 5,935 | 5,924.80 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 6,008.30 | 6,014.20 | ||
Shareholder’s equity | 2,022.40 | 1,968.60 | ||
Total liabilities and shareholders’ equity | 8,030.70 | 7,982.80 | ||
Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | -37 | 35.3 | 410.1 | 190.1 |
Accounts receivable, net | 260.3 | 254.1 | ||
Inventories, net | 311.8 | 286.9 | ||
Deferred income taxes | 86.7 | 78.3 | ||
Prepaid expenses and other | 59.2 | 73.7 | ||
Total current assets | 681 | 728.3 | ||
Property, plant and equipment, net | 353.3 | 350.1 | ||
Investments | 11.4 | 10.9 | ||
Investment in subsidiaries | 0 | 0 | ||
Intangible assets, net | 2,829.70 | 2,890.40 | ||
Goodwill | 3,104 | 3,104 | ||
Other assets | 84.7 | 88.9 | ||
Total assets | 7,064.10 | 7,172.60 | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 49.6 | 63.8 | ||
Accrued interest | 0 | 0 | ||
Accrued wages and commissions | 61.8 | 82.1 | ||
Other accrued expenses | 147 | 141.7 | ||
Total current liabilities | 258.4 | 287.6 | ||
Long-term debt | 0 | 0 | ||
Deferred income taxes | 887.3 | 942 | ||
Other long-term liabilities | 121.2 | 142.9 | ||
Total liabilities | 1,266.90 | 1,372.50 | ||
Shareholder’s equity | 5,797.20 | 5,800.10 | ||
Total liabilities and shareholders’ equity | 7,064.10 | 7,172.60 | ||
Non-Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 382.4 | 320.3 | 209.1 | 302.3 |
Accounts receivable, net | 264.2 | 277.7 | ||
Inventories, net | 340 | 337.1 | ||
Deferred income taxes | 31.3 | 41.6 | ||
Prepaid expenses and other | 68.4 | 67.6 | ||
Total current assets | 1,086.30 | 1,044.30 | ||
Property, plant and equipment, net | 311.2 | 315.1 | ||
Investments | 11.8 | 12.1 | ||
Investment in subsidiaries | 0 | 0 | ||
Intangible assets, net | 728.3 | 739.8 | ||
Goodwill | 492.8 | 496.9 | ||
Other assets | 11.1 | 13.9 | ||
Total assets | 2,641.50 | 2,622.10 | ||
Current liabilities: | ||||
Current portion of long-term debt | 3.3 | 7 | ||
Accounts payable | 42.8 | 47.7 | ||
Accrued interest | 0.2 | 0.1 | ||
Accrued wages and commissions | 54.1 | 68 | ||
Other accrued expenses | 58.3 | 64.3 | ||
Total current liabilities | 158.7 | 187.1 | ||
Long-term debt | 0 | 1.3 | ||
Deferred income taxes | 180.4 | 187.8 | ||
Other long-term liabilities | 68.9 | 63.2 | ||
Total liabilities | 408 | 439.4 | ||
Shareholder’s equity | 2,233.50 | 2,182.70 | ||
Total liabilities and shareholders’ equity | 2,641.50 | 2,622.10 | ||
Eliminations [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses and other | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Investments | 0 | 0 | ||
Investment in subsidiaries | -8,030.70 | -7,982.80 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | -8,030.70 | -7,982.80 | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued wages and commissions | 0 | 0 | ||
Other accrued expenses | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Shareholder’s equity | -8,030.70 | -7,982.80 | ||
Total liabilities and shareholders’ equity | ($8,030.70) | ($7,982.80) |
Guarantor_and_NonGuarantor_Fin3
Guarantor and Non-Guarantor Financial Statements - Schedule of Condensed Statements of Operations and Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | |
Schedule Of Condensed Statements Of Operations [Line Items] | |||
Net sales | $730.70 | $707.40 | [1] |
Cost of sales | 237.2 | 228.1 | |
Gross profit | 493.5 | 479.3 | |
Selling, general and administrative expense | 284.1 | 296.1 | |
Research and development expense | 37.5 | 35.8 | |
Amortization | 75.5 | 78.4 | |
Operating income | 96.4 | 69 | |
Other (income) expense, net | 89.8 | 154.6 | |
Income (loss) before income taxes | 6.6 | -85.6 | |
Tax expense (benefit) | -24.5 | -54.1 | |
Equity in earnings of subsidiaries | 0 | 0 | |
Net income (loss) | 31.1 | -31.5 | |
Other comprehensive income (loss) | 18.2 | 21.4 | |
Comprehensive income (loss) | 49.3 | -10.1 | |
Biomet, Inc. [Member] | |||
Schedule Of Condensed Statements Of Operations [Line Items] | |||
Net sales | 0 | 0 | |
Cost of sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Selling, general and administrative expense | 0 | 0 | |
Research and development expense | 0 | 0 | |
Amortization | 0 | 0 | |
Operating income | 0 | 0 | |
Other (income) expense, net | 87 | 159.3 | |
Income (loss) before income taxes | -87 | -159.3 | |
Tax expense (benefit) | -33.1 | -60.5 | |
Equity in earnings of subsidiaries | 85 | 67.3 | |
Net income (loss) | 31.1 | -31.5 | |
Other comprehensive income (loss) | 13.5 | -2.6 | |
Comprehensive income (loss) | 44.6 | -34.1 | |
Guarantors [Member] | |||
Schedule Of Condensed Statements Of Operations [Line Items] | |||
Net sales | 481.5 | 464.8 | |
Cost of sales | 192.4 | 184.3 | |
Gross profit | 289.1 | 280.5 | |
Selling, general and administrative expense | 182.2 | 191.3 | |
Research and development expense | 27.9 | 27.1 | |
Amortization | 61.3 | 67.7 | |
Operating income | 17.7 | -5.6 | |
Other (income) expense, net | -2.3 | -1.3 | |
Income (loss) before income taxes | 20 | -4.3 | |
Tax expense (benefit) | 7.6 | -1.7 | |
Equity in earnings of subsidiaries | 0 | 0 | |
Net income (loss) | 12.4 | -2.6 | |
Other comprehensive income (loss) | 0 | 0 | |
Comprehensive income (loss) | 12.4 | -2.6 | |
Non-Guarantors [Member] | |||
Schedule Of Condensed Statements Of Operations [Line Items] | |||
Net sales | 249.2 | 242.6 | |
Cost of sales | 44.8 | 43.8 | |
Gross profit | 204.4 | 198.8 | |
Selling, general and administrative expense | 101.9 | 104.8 | |
Research and development expense | 9.6 | 8.7 | |
Amortization | 14.2 | 10.7 | |
Operating income | 78.7 | 74.6 | |
Other (income) expense, net | 5.1 | -3.4 | |
Income (loss) before income taxes | 73.6 | 78 | |
Tax expense (benefit) | 1 | 8.1 | |
Equity in earnings of subsidiaries | 0 | 0 | |
Net income (loss) | 72.6 | 69.9 | |
Other comprehensive income (loss) | 4.7 | 24 | |
Comprehensive income (loss) | 77.3 | 93.9 | |
Eliminations [Member] | |||
Schedule Of Condensed Statements Of Operations [Line Items] | |||
Net sales | 0 | 0 | |
Cost of sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Selling, general and administrative expense | 0 | 0 | |
Research and development expense | 0 | 0 | |
Amortization | 0 | 0 | |
Operating income | 0 | 0 | |
Other (income) expense, net | 0 | 0 | |
Income (loss) before income taxes | 0 | 0 | |
Tax expense (benefit) | 0 | 0 | |
Equity in earnings of subsidiaries | -85 | -67.3 | |
Net income (loss) | -85 | -67.3 | |
Other comprehensive income (loss) | 0 | 0 | |
Comprehensive income (loss) | ($85) | ($67.30) | |
[1] | Certain amounts have been adjusted to conform to the current presentation. The current presentation aligns with how the Company presently manages and markets its products. |
Guarantor_and_NonGuarantor_Fin4
Guarantor and Non-Guarantor Financial Statements - Condensed Consolidating Statements of Cash Flows (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Schedule Of Condensed Consolidating Statement Of Cash Flows [Line Items] | ||
Cash flows provided by (used in) operating activities | $50.80 | $85.50 |
Proceeds from sales/maturities of investments | 9.5 | 0 |
Capital expenditures | -46.5 | -53.1 |
Acquisitions, net of cash acquired - Trauma Acquisition | 0 | -280 |
Other | -0.2 | -5.9 |
Net cash used in investing activities | -46.7 | -339 |
Proceeds under revolvers | 2.3 | 0 |
Payments under revolvers | -5 | 0 |
Proceeds from senior notes due 2020 | 0 | 1,000 |
Tender offer for senior notes due 2017 | 0 | -581.7 |
Payment of fees related to refinancing activities | -0.2 | -30.1 |
Other | -8.9 | |
Net cash provided by (used in) financing activities | -13.2 | 379.3 |
Effect of exchange rate changes on cash | -1.1 | 1 |
Increase (decrease) in cash and cash equivalents | -10.2 | 126.8 |
Cash and cash equivalents, beginning of period | 355.6 | 492.4 |
Cash and cash equivalents, end of period | 345.4 | 619.2 |
Biomet, Inc. [Member] | ||
Schedule Of Condensed Consolidating Statement Of Cash Flows [Line Items] | ||
Cash flows provided by (used in) operating activities | 5.8 | -382.4 |
Capital expenditures | 0 | 0 |
Acquisitions, net of cash acquired - Trauma Acquisition | 0 | |
Other | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Proceeds from senior notes due 2020 | 1,000 | |
Tender offer for senior notes due 2017 | -581.7 | |
Payment of fees related to refinancing activities | -30.1 | |
Other | -5.8 | |
Net cash provided by (used in) financing activities | -5.8 | 382.4 |
Effect of exchange rate changes on cash | 0 | 0 |
Increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Guarantors [Member] | ||
Schedule Of Condensed Consolidating Statement Of Cash Flows [Line Items] | ||
Cash flows provided by (used in) operating activities | -36.9 | 530.8 |
Capital expenditures | -35.3 | -28.4 |
Acquisitions, net of cash acquired - Trauma Acquisition | -277.5 | |
Other | -0.4 | -4.9 |
Net cash used in investing activities | -35.7 | -310.8 |
Proceeds from senior notes due 2020 | 0 | |
Tender offer for senior notes due 2017 | 0 | |
Payment of fees related to refinancing activities | 0 | |
Other | 0 | |
Net cash provided by (used in) financing activities | 0.3 | 0 |
Effect of exchange rate changes on cash | 0 | 0 |
Increase (decrease) in cash and cash equivalents | -72.3 | 220 |
Cash and cash equivalents, beginning of period | 35.3 | 190.1 |
Cash and cash equivalents, end of period | -37 | 410.1 |
Non-Guarantors [Member] | ||
Schedule Of Condensed Consolidating Statement Of Cash Flows [Line Items] | ||
Cash flows provided by (used in) operating activities | 81.9 | -62.9 |
Capital expenditures | -11.2 | -24.7 |
Acquisitions, net of cash acquired - Trauma Acquisition | -2.5 | |
Other | 0.2 | -1 |
Net cash used in investing activities | -11 | -28.2 |
Proceeds from senior notes due 2020 | 0 | |
Tender offer for senior notes due 2017 | 0 | |
Payment of fees related to refinancing activities | 0 | |
Other | -3.1 | |
Net cash provided by (used in) financing activities | -7.7 | -3.1 |
Effect of exchange rate changes on cash | -1.1 | 1 |
Increase (decrease) in cash and cash equivalents | 62.1 | -93.2 |
Cash and cash equivalents, beginning of period | 320.3 | 302.3 |
Cash and cash equivalents, end of period | 382.4 | 209.1 |
Eliminations [Member] | ||
Schedule Of Condensed Consolidating Statement Of Cash Flows [Line Items] | ||
Cash flows provided by (used in) operating activities | 0 | 0 |
Capital expenditures | 0 | 0 |
Acquisitions, net of cash acquired - Trauma Acquisition | 0 | |
Other | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Proceeds from senior notes due 2020 | 0 | |
Tender offer for senior notes due 2017 | 0 | |
Payment of fees related to refinancing activities | 0 | |
Other | 0 | |
Net cash provided by (used in) financing activities | 0 | 0 |
Effect of exchange rate changes on cash | 0 | 0 |
Increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | $0 | $0 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 26, 2012 | Jan. 31, 2009 | 31-May-12 | Aug. 31, 2013 | 31-May-13 |
EUR (€) | USD ($) | USD ($) | USD ($) | ||
Commitments and Contingencies Disclosure [Abstract] | |||||
Accrual amount for contingencies | $67.40 | $63.50 | |||
Agreement obligation satisfaction period subsequent to agreement | 3 years | ||||
Minimum time period of international sales compliance monitor | 18 months | ||||
Penalty paid | 17.3 | ||||
Aggregate amount paid to settle civil claims | 5.6 | ||||
Lawsuit seeking amount for damages | € 30 |
Related_Parties_Additional_Inf
Related Parties - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 20 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 20 Months Ended | 18 Months Ended | ||||||||||
Sep. 25, 2007 | Jun. 13, 2007 | Aug. 31, 2013 | Aug. 31, 2012 | Nov. 30, 2012 | Sep. 05, 2011 | Sep. 05, 2007 | Jul. 11, 2007 | Nov. 30, 2012 | Nov. 30, 2012 | Aug. 31, 2013 | Aug. 08, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | 1-May-07 | Sep. 05, 2011 | Feb. 28, 2013 | Jul. 11, 2007 | |
Employee | vote | Senior notes [Member] | Senior subordinated notes [Member] | Goldman Sachs [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | 6.500% senior notes due 2020 [Member] | Equity Healthcare [Member] | Equity Healthcare [Member] | Core Trust Purchasing Group [Member] | Minimum [Member] | Maximum [Member] | Senior Secured Term Loan Facility [Member] | |||||||
non-voting_observer | Senior notes [Member] | Senior subordinated notes [Member] | ||||||||||||||||||
director | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Offer price | $46 | |||||||||||||||||||
Amount of credit agreement | $6,165,000,000 | |||||||||||||||||||
Borrowings to finance portion of the Offer and pay related fees and expenses | 4,181,000,000 | |||||||||||||||||||
Credit agreement maturity date | 7/11/07 | |||||||||||||||||||
Percentage of outstanding Shares tendered to Purchaser | 82.00% | |||||||||||||||||||
Percentage of shareholders voted to approve the proposed merger | 91.00% | |||||||||||||||||||
Date of acquisition | 25-Sep-07 | |||||||||||||||||||
Percentage of transaction fee on total enterprise value | 1.00% | |||||||||||||||||||
Percentage of annual monitoring fee on Company's annual Adjusted EBITDA | 1.00% | |||||||||||||||||||
Total amount of Sponsor fees | 2,400,000 | 2,600,000 | ||||||||||||||||||
Number of directors each Sponsor has the right to nominate | 2 | |||||||||||||||||||
Number of non-voting observer each Sponsor is entitled to appoint | 1 | |||||||||||||||||||
Minimum percentage of membership interests that the sponsors should hold | 70.00% | |||||||||||||||||||
Number of non-affiliate directors each Sponsor may appoint (one or more) | 1 | |||||||||||||||||||
Number of votes each director has for purposes of any Board of Directors action | 1 | |||||||||||||||||||
Consulting fee | 250,000 | |||||||||||||||||||
Out-of-pocket fees and expenses relating to an off-site office and administrative support | 100,000 | 100,000 | 150,000 | |||||||||||||||||
Non competition time period following term of agreement | 1 year | |||||||||||||||||||
Amount paid under consulting agreement | 100,000 | 100,000 | ||||||||||||||||||
Fee per participating employee per month | 2 | |||||||||||||||||||
Number of employees enrolled in its health benefit plans | 3,200 | |||||||||||||||||||
Payments made to Equity Healthcare | 100,000 | 0 | ||||||||||||||||||
Term of participation agreement | 5 years | |||||||||||||||||||
Percentage of purchase requirements | 80.00% | |||||||||||||||||||
Total amount of fees paid | 300,000 | 100,000 | ||||||||||||||||||
Fees received | 200,000 | 30,100,000 | 100,000 | |||||||||||||||||
Underwriting discount received | 2,300,000 | 2,600,000 | 2,500,000 | |||||||||||||||||
Face value of bonds | 1,000,000,000 | 825,000,000 | 800,000,000 | |||||||||||||||||
Interest rate | 6.50% | 6.50% | 6.50% | |||||||||||||||||
Maturity year | 2020 | 2020 | 2020 | |||||||||||||||||
Amount paid to consulting company | 0 | 500,000 | ||||||||||||||||||
Repurchase of common shares | 0 | |||||||||||||||||||
Employee capital contributions | $0 |
Subsequent_Events_Details
Subsequent Events (Details) | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Sep. 25, 2013 | Oct. 05, 2013 | Sep. 25, 2013 | Sep. 25, 2013 | Sep. 25, 2013 | Sep. 10, 2013 | Sep. 10, 2013 | Aug. 31, 2013 | Aug. 31, 2013 |
EUR (€) | EUR (€) | Term Loan [Member] | Term Loan [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
USD [Member] | USD [Member] | Lanx, Inc. [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | |||
USD ($) | LIBOR [Member] | USD ($) | USD [Member] | EUR [Member] | EUR [Member] | EUR [Member] | EUR [Member] | EUR [Member] | EUR [Member] | |||
USD ($) | USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | EUR (€) | ||||||
Subsequent Event [Line Items] | ||||||||||||
Retirement of term loan | $870,200,000 | € 657,700,000 | $221,400,000 | € 167,300,000 | ||||||||
Amount of new term loan | 870,500,000 | 870,500,000 | ||||||||||
Existing term loan amount | 2,111,400,000 | |||||||||||
Debt instruments basis spread on variable rate | 3.50% | |||||||||||
Gain on retirement of debt, designated principal as net investment hedge | 1,042,100,000 | 787,600,000 | ||||||||||
Currency conversion rate (Euro per USD) | 0.7558 | 0.7699 | 755,800.77 | |||||||||
Deferred losses in AOCI | 15,700,000 | |||||||||||
Aggregate purchase price | $147,000,000 |