Wright Medical 8-K/A Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statement of operations are derived from, and should be read in conjunction with, the historical financial statements and notes thereto of Wright Medical Group, Inc. (“Wright”), as presented in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (SEC) on February 22, 2013.

The unaudited pro forma condensed consolidated financial statements have been prepared giving effect to the divestiture and sale of Wright’s OrthoRecon business (the “Transaction”) as if the Transaction occurred on September 30, 2013 for the unaudited pro forma condensed consolidated balance sheet and on January 1, 2010 for the unaudited pro forma condensed consolidated statements of operations. Historical operating information presented in the quarterly report on Form 10-Q for the period ended September 30, 2013 reflects Wright’s OrthoRecon business within discontinued operations.

The unaudited pro forma condensed consolidated financial statements are prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report on Form 8-K.

The unaudited pro forma condensed consolidated financial statements do not purport to represent, and are not necessarily indicative of, what our actual financial position and results of operations would have been had the transaction occurred on the dates indicated. In addition, these unaudited pro forma condensed consolidated financial statements should not be considered to be indicative of our future financial performance.

WRIGHT MEDICAL GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2013

(In thousands)

	Company Historical			OrthoRecon Disposition				Company Pro Forma
Assets:
Current assets:
Cash and cash equivalents		272,793			280,590		(a)		553,383
Marketable securities		6,387			—				6,387
Accounts receivable, net		93,299			(56,995	)	(b)(1)		36,304
Inventories		144,952			(82,950	)	(b)(2)		62,002
Prepaid expenses		13,184			(6,945	)	(b)		6,239
Deferred income taxes		32,253			(17,184	)	(c)		15,069
Other current assets		56,892			(19,056	)	(f)		37,836
Total current assets		619,760			97,460				717,220
Property, plant and equipment, net		137,977			(87,139	)	(b)(3)		50,838
Goodwill		85,593			(25,740	)	(b)		59,853
Intangible assets, net		26,119			(1,331	)	(b)		24,788
Marketable securities		13,202			—				13,202
Deferred income taxes		54,533			6,071		(d)		60,604
Other assets		121,442			(12,576	)	(b)		108,866
Total assets		1,058,626			(23,255	)			1,035,371
Liabilities and Stockholder’s Equity:
Current liabilities:
Accounts payable		19,761			(9,238	)	(b)(4)		10,523
Accrued expenses and other current liabilities		96,899			(30,016	)	(g)		66,883
Current portion of long-term obligations		133			(76	)	(b)		57
Total current liabilities		116,793			(39,330	)			77,463
Long-term debt and capital lease obligations		264,989			(37	)	(b)		264,952
Deferred income taxes		1,183			(1,063	)	(e)		120
Other noncurrent liabilities		112,452			(3,034	)	(b)		109,418
Total liabilities		495,417			(43,464	)			451,953
Stockholder’s Equity:
Common stock, $.01 par value, authorized:
100,000,000 shares; issued and outstanding: 47,088,476 shares at September 30, 2013		464			—				464
Additional paid-in capital		625,777			—				625,777
Accumulated other comprehensive income		17,421			2,083		(h)		19,504
Retained earnings		(80,453	)		18,126		(b)(6)		(62,327	)
Total stockholder’s equity		563,209			20,209				583,418
Total liabilities and stockholder’s equity		1,058,626			(23,255	)			1,035,371

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

WRIGHT MEDICAL GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(In thousands)

	Company Historical			OrthoRecon Disposition				Company Pro Forma
Net Sales		347,758			(173,252	)	(b)		174,506
Cost of sales		(108,391	)		(66,093	)	(b)		42,298
Gross profit		239,367			(107,159	)			132,208
Operating expenses:
Selling, general and administrative		250,214			(85,908	)	(b)(5)		164,306
Research and development		24,425			(9,532	)	(b)		14,893
Amortization of intangible assets		7,007			(1,281	)	(b)		5,726
BioMimetic impairment charges		206,249			—				206,249
Total operating expenses		487,895			(96,721	)			391,174
Operating income		(248,528	)		(10,438	)			(258,966	)
Interest expense, net		12,000			(21	)	(b)		11,979
Other expense		(64,746	)		(545	)	(b)		(65,291	)
Income (loss) before income taxes		(195,782	)		(9,872	)			(205,654	)
Benefit (provision) for income taxes		56,866			3,831				60,697
Net income (loss)		(138,916	)		(6,041	)			(144,957	)
Net income (loss) per share:
Basic		(3.11	)		—				(3.24	)
Diluted		(3.11	)		—				(3.24	)
Weighted-average number of shares outstanding:
Basic		44,721			—				44,721
Diluted		44,721			—				44,721

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

WRIGHT MEDICAL GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(In thousands)

	Company Historical			OrthoRecon Disposition				Company Pro Forma
Net Sales		483,776			(269,671	)	(b)		214,105
Cost of sales		149,978			(101,739	)	(b)		48,239
Cost of sales - restructuring		435			(435	)	(b)		—
Gross profit		333,363			(167,497	)			165,866
Operating expenses:
Selling, general and administrative		290,261			(140,433	)	(b)(5)		149,828
Research and development		27,033			(13,128	)	(b)		13,905
Amortization of intangible assets		5,772			(1,355	)	(b)		4,417
Depreciation expense adjustment		—			468		(b)		468
Gain on sale of intellectual property		(15,000	)		—				(15,000	)
Restructuring charges		1,153			(722	)	(b)		431
Total operating expenses		309,219			(155,170	)			154,049
Operating income		24,144			(12,327	)			11,817
Interest expense, net		10,188			(75	)	(b)		10,113
Other expense		5,395			(306	)	(b)		5,089
Income (loss) before income taxes		8,561			(11,946	)			(3,385	)
Benefit (provision) for income taxes		(3,277	)		3,275				(2	)
Net income (loss)		5,284			(8,671	)			(3,387	)
Net income (loss) per share:
Basic		0.14			—				(0.09	)
Diluted		0.14			—				(0.09	)
Weighted-average number of shares outstanding:
Basic		38,769			—				38,769
Diluted		39,086			—				39,086

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

WRIGHT MEDICAL GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(In thousands)

	Company Historical			OrthoRecon Disposition				Company Pro Forma
Net Sales		512,947			(302,193	)	(b)		210,754
Cost of sales		156,906			(100,144	)	(b)		56,762
Cost of sales - restructuring		2,471			(1,804	)	(b)		667
Gross profit		353,570			(200,245	)			153,325
Operating expenses:
Selling, general and administrative		301,588			(169,817	)	(b)(5)		131,771
Research and development		30,114			(14,692	)	(b)		15,422
Amortization of intangible assets		2,870			(458	)	(b)		2,412
Depreciation expense adjustment		—			(160	)	(b)		(160	)
Restructuring charges		14,405			(9,792	)	(b)		4,613
Total operating expenses		348,977			(194,919	)			154,058
Operating income		4,593			(5,326	)			(733	)
Interest expense, net		6,529			(148	)	(b)		6,381
Other expense		4,719			(478	)	(b)		4,241
Income (loss) before income taxes		(6,655	)		(4,700	)			(11,355	)
Benefit (provision) for income taxes		1,512			2,449				3,961
Net income (loss)		(5,143	)		(2,251	)			(7,394	)
Net income (loss) per share:
Basic		(0.13	)		—				(0.19	)
Diluted		(0.13	)		—				(0.19	)
Weighted-average number of shares outstanding:
Basic		38,279			—				38,279
Diluted		38,279			—				38,279

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

WRIGHT MEDICAL GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In thousands)

	Company Historical			OrthoRecon Disposition				Company Pro Forma
Net Sales		518,973			(310,484	)	(b)		208,489
Cost of sales		158,456			(102,528	)	(b)		55,928
Gross profit		360,517			(207,956	)			152,561
Operating expenses:
Selling, general and administrative		282,413			(158,069	)	(b)(5)		124,344
Research and development		37,300			(20,292	)	(b)		17,008
Amortization of intangible assets		2,711			(314	)	(b)		2,397
Depreciation expense adjustment		—			360		(b)		360
Restructuring charges		919			(859	)	(b)		60
Total operating expenses		323,343			(179,174	)			144,169
Operating income		37,174			(28,782	)			8,392
Interest expense, net		6,123			(33	)	(b)		6,090
Other expense		130			(11	)	(b)		119
Income (loss) before income taxes		30,921			(28,738	)			2,183
Benefit (provision) for income taxes		(13,080	)		12,456				(624	)
Net income (loss)		17,841			(16,282	)			1,559
Net income (loss) per share:
Basic		0.47			—				0.04
Diluted		0.47			—				0.04
Weighted average number of shares outstanding:
Basic		37,802			—				37,802
Diluted		37,961			—				37,961

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Disposition of OrthoRecon

The estimated net proceeds and gain on the divestiture and sale of the OrthoRecon business, based on the historical book balances of the OrthoRecon business as of September 30, 2013, are as follows (in thousands):

Purchase price	287,073
Net assets sold to MicroPort	(233,075	)
Transaction costs (1)	(13,335	)
Write-off of Cumulative translation adjustment balance (h)	(2,083	)
Pre-tax estimated gain on sale	38,580
Income tax provision	(24,632	)
Gain on sale	13,948

(1) Transaction costs include accounting, tax, valuation, consulting, legal and investment banking fees related to the divestiture and sale of the OrthoRecon business including $6.9 million of transaction costs expensed prior to September 30, 2013.

Note 2 – Pro Forma Adjustments

The following are descriptions of the pro forma adjustments related to the divestiture and sale of the OrthoRecon business:

(a) Represents the estimated net proceeds of $287.1 million from the divestiture and sale of the OrthoRecon business, less transaction costs expensed subsequent to September 30, 2013.

(b) Represents adjustments to eliminate the historical balances of the OrthoRecon business.

(b)(1) Accounts receivable, net was allocated based on an approach utilizing days sales outstanding (DSO). OrthoRecon DSOs were calculated separately for US and each international entity and subsequently applied against each individual entity’s OrthoRecon sales in order to calculate the net accounts receivable balance.

(b)(2) Net inventories were identified based on specific product codes.

(b)(3) Property, plant and equipment, net was specifically identified as related to the OrthoRecon business. Instruments were identified using specific product codes. Instruments associated with shared product codes were allocated proportionately by country to the OrthoRecon business.

(b)(4) Accounts payable was allocated based on an approach utilizing days payable outstanding (DPO). Consolidated DPOs were calculated separately for US and international entities and those DPOs were subsequently applied against accounts payable related expenses for the OrthoRecon business only in order to calculate the accounts payable balance.

(b)(5) Direct selling, general, and administrative expenses associated with the OrthoRecon business were identified through the historical operating segment results. Further, during the periods presented, the OrthoRecon business functioned as part of the larger group of companies controlled by Wright Medical, and accordingly, Wright Medical performed certain corporate overhead functions for the OrthoRecon business. These functions include, but are not limited to, executive oversight, legal, finance, human resources, internal audit, financial reporting, and tax planning. The costs of such services included in the OrthoRecon business are based on costs associated with the corporate employees being transferred as part of the sale.

(b)(6) Represents the estimated gain on the divestiture and sale of the OrthoRecon business exclusive of $6.9 million of transaction costs expensed prior to September 30, 2013, net of related tax benefit of $2.7 million.

(c) Represents the disposal of OrthoRecon Japan deferred tax assets of $0.3 million and to record the net tax effect of the disposition of the OrthoRecon business, totaling $16.9 million.

(d) Represents the disposal of OrthoRecon Japan deferred tax assets of $1.7 million and to record the net tax effect of the disposition of the OrthoRecon business, totaling $7.8 million.

(e) To record the net tax effect of the disposition of the OrthoRecon business.

(f) Represents the disposal of OrthoRecon other current assets of $2.4 million and to record the net tax effect of the disposition of the OrthoRecon business, totaling $16.7 million.

(g) Represents the disposal of OrthoRecon accrued expenses and other current liabilities of $32.6 million and to record the net tax effect of the disposition of the OrthoRecon business, totaling $2.6 million.

(h) Elimination of the cumulative translation adjustment component of accumulated other comprehensive income for substantially liquidated subsidiaries.