Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 2013 |
Accounting Policies [Abstract] | ' |
Consolidation | ' |
Consolidation |
The consolidated financial statements include the accounts of the Company and all of its wholly and majority owned subsidiaries. In consolidation, all material intercompany accounts and transactions are eliminated. |
Use of Estimates | ' |
Use of Estimates |
The consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (U.S. GAAP) and include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. |
Foreign Currency Translation | ' |
Foreign Currency Translation |
The functional currencies for the Company and all of the Company’s wholly owned subsidiaries are their local currencies. The reporting currency of the Company is the U.S. dollar. Accordingly, the consolidated financial statements of the Company and its international subsidiaries are translated into U.S. dollars using current exchange rates for the consolidated balance sheets and average exchange rates for the consolidated statements of operations and cash flows. Unrealized translation gains and losses are included in accumulated other comprehensive income (loss) in shareholders’ equity. When a transaction is denominated in a currency other than the subsidiary’s functional currency, the Company recognizes a transaction gain or loss in net earnings. Foreign currency transaction (losses) gains included in net earnings were $(1.8) million, $(0.5) million and $0.2 million during the years ended December 29, 2013, December 30, 2012 and January 1, 2012, respectively. |
Revenue Recognition | ' |
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Revenue Recognition |
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The Company derives revenue from the sale of medical devices that are used by orthopaedic and general surgeons who treat diseases and disorders of extremity joints, including the shoulder, elbow, wrist, hand, ankle and foot, and large joints, including the hip and knee. Revenue is generated from sales to two types of customers: healthcare institutions and stocking distributors, with sales to healthcare institutions representing a majority of the Company’s revenue. Revenue from sales to healthcare institutions is recognized at the time of surgical implantation. Revenue from sales to stocking distributors is recorded at the time the product is shipped to the distributor. These stocking distributors, who sell the products to their customers, take title to the products and assume all risks of ownership at the time of shipment. Stocking distributors are obligated to pay within specified terms regardless of when, if ever, they sell the products. In certain circumstances, the Company may accept sales returns from distributors and in certain situations in which the right of return exists, the Company estimates a reserve for sales returns and recognizes the reserve as a reduction of revenue. The Company bases its estimate for sales returns on historical sales and product return information including historical experience and trend information. The Company’s reserve for sales returns has historically been immaterial. |
Shipping and Handling | ' |
Shipping and Handling |
Amounts billed to customers for shipping and handling of products are reflected in revenue and are not considered significant. Costs related to shipping and handling of products are expensed as incurred, are included in selling, general and administrative expense, and were $5.7 million, $5.1 million and $5.2 million for the years ended December 29, 2013, December 30, 2012 and January 1, 2012, respectively. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
Cash equivalents are highly liquid investments with an original maturity of three months or less. The carrying amount reported in the consolidated balance sheets for cash and cash equivalents is cost, which approximates fair value. |
Accounts Receivable | ' |
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Accounts Receivable |
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Accounts receivable consist of customer trade receivables. The Company maintains an allowance for doubtful accounts for estimated losses in the collection of accounts receivable. The Company makes estimates regarding the future ability of its customers to make required payments based on historical credit experience, delinquency and expected future trends. The majority of the Company’s receivables are from healthcare institutions, many of which are government-funded. The Company’s allowance for doubtful accounts was $5.1 million and $4.8 million at December 29, 2013 and December 30, 2012, respectively. Accounts receivable are written off when it is determined that the accounts are uncollectible, typically upon customer bankruptcy or the customer’s non-response to continued collection efforts. |
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Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. Management attempts to minimize credit risk by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. The allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. Collateral or other security is generally not required for accounts receivable. As of December 29, 2013, there were no customers that accounted for more than 10% of accounts receivable. |
Royalties | ' |
Royalties |
The Company pays royalties to certain individuals and companies that have developed and retain the legal rights to the technology or have assisted the Company in the development of technology or new products. These royalties are based on sales and are reflected as selling, general and administrative expenses in the consolidated statements of operations. |
Inventories | ' |
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Inventories |
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Inventories, net of reserves for obsolete and slow-moving goods, are stated at the lower of cost or market value. Cost is determined on a first-in, first-out (FIFO) basis. Costs included in the value of inventory that Tornier manufactures include the material costs, direct labor costs and manufacturing and distribution overhead costs. Inventories consist of raw materials, work-in-process and finished goods. Finished goods inventories are held primarily in the United States, several countries in Europe, Canada, Japan and Australia and consist primarily of joint implants and related orthopaedic products. Inventory balances, net of reserves, consist of the following (in thousands): |
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| | December 29, | | | December 30, | | | | | | | | | |
2013 | 2012 | | | | | | | | |
Raw materials | | $ | 6,840 | | | $ | 5,696 | | | | | | | | | |
Work in process | | | 9,171 | | | | 4,933 | | | | | | | | | |
Finished goods | | | 71,000 | | | | 76,068 | | | | | | | | | |
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Total | | $ | 87,011 | | | $ | 86,697 | | | | | | | | | |
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The Company regularly reviews inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, incurs charges to write down inventories to their net realizable value. The Company’s review of inventory for excess and obsolete quantities is based primarily on the estimated forecast of future product demand, production requirements, and introduction of new products. The Company recognized $8.4 million, $8.2 million and $5.0 million of expense for excess and obsolete inventory in cost of goods sold during the years ended December 29, 2013, December 30, 2012 and January 1, 2012, respectively. The increase in excess and obsolete charges in 2012 included a $3.0 million charge related to rationalization of products associated with the integration of OrthoHelix into Tornier. Additionally, the Company had $47.8 million and $44.5 million in inventory held on consignment with third-party distributors and healthcare facilities, among others, at December 29, 2013 and December 30, 2012, respectively. |
Property, Plant and Equipment | ' |
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Property, Plant and Equipment |
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Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of five to thirty-nine years for buildings and improvements and two to eight years for machinery and equipment. The cost of maintenance and repairs is 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 future undiscounted cash flows relating to the asset are less than the asset’s carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. |
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For the year ended December 29, 2013, the Company recorded $0.1 million in impairment related to the fixed assets located in Medina, Ohio that the Company is abandoning as part of its OrthoHelix restructuring plan. As a result of the Company’s facilities consolidation initiative in 2012, the Company recorded several fixed asset impairments related to the Company’s facilities in St. Ismier, France, Dunmanway, Ireland, and Stafford, Texas in the aggregate amount of $0.9 million for the year ended December 30, 2012. |
Software Development Costs | ' |
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Software Development Costs |
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The Company capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software costs generally include external direct costs of materials and services utilized in developing or obtaining computer software and compensation and related benefits for employees who are directly associated with the software project. Capitalized software costs are included in property, plant and equipment on the Company’s consolidated balance sheet and amortized on a straight-line basis when the software is ready for its intended use over the estimated useful lives of the software, which approximate three to ten years. |
Instruments | ' |
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Instruments |
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Instruments are surgical tools used by orthopaedic and general surgeons during joint replacement and other surgical procedures to facilitate the implantation of the Company’s products. Instruments are recognized as long-lived assets. Instruments and instrument parts that have not been placed in service are carried at cost, and are included as instruments in progress within instruments, net on the consolidated balance sheets. Once placed in service, instruments are carried at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on average estimated useful lives. Estimated useful lives are determined principally in reference to associated product life cycles, and average five years. Instrument parts used to maintain the functionality of instruments but do not extend the life of the instruments are expensed as they are consumed and recorded as part of selling, general and administrative expense. The Company reviews instruments for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the assets are less than the assets’ carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. No impairment losses were recognized during the years ended December 29, 2013 and January 1, 2012. The Company recorded impairment charges of $1.0 million during the year ended December 30, 2012 related to instrument sets and components that were impaired as a result of revisions to existing product lines. Instruments included in long-term assets on the consolidated balance sheets are as follows (in thousands): |
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| | December 29, | | | December 30, | | | | | | | | | |
2013 | 2012 | | | | | | | | |
Instruments | | $ | 99,754 | | | $ | 85,869 | | | | | | | | | |
Instruments in progress | | | 23,990 | | | | 18,171 | | | | | | | | | |
Accumulated depreciation | | | (60,689 | ) | | | (52,646 | ) | | | | | | | | |
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Instruments, net | | $ | 63,055 | | | $ | 51,394 | | | | | | | | | |
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The Company provides instruments to surgeons for use in surgeries and retains title to the instruments. As instruments are used as tools to assist surgeons, depreciation of instruments is recognized as a selling, general and administrative expense. Instrument depreciation expense was $13.9 million, $12.4 million and $11.0 million during the years ended December 29, 2013, December 30, 2012 and January 1, 2012, respectively. |
Business Combinations | ' |
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Business Combinations |
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For all business combinations, the Company records all assets and liabilities of the acquired business, including goodwill and other identified intangible assets, generally at their fair values starting in the period when the acquisition is completed. Contingent consideration, if any, is recognized at its fair value on the acquisition date and changes in fair value are recognized in earnings until settlement. Acquisition-related transaction costs are expensed as incurred. |
Goodwill | ' |
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Goodwill |
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Goodwill is recognized as the excess of the purchase price over the fair value of net assets of businesses acquired. Goodwill is not amortized, but is subject to impairment tests. Based on the Company’s single business approach to decision-making, planning and resource allocation, management has determined that the Company has one reporting unit for the purpose of evaluating goodwill for impairment. The Company performs its annual goodwill impairment test as of the first day of the fourth quarter of its fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. Impairment tests are done by qualitatively assessing the likeliness for impairment and then, if necessary, comparing the reporting unit’s fair value to its carrying amount to determine if there is potential impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit’s goodwill is less than the carrying value of the reporting unit’s goodwill. The fair value of the reporting unit and the implied fair value of goodwill are determined based on widely accepted valuation techniques. No goodwill impairment losses were recorded during the years ended December 29, 2013, December 30, 2012 and January 1, 2012 as the fair value of the reporting unit significantly exceeded its carrying value. |
Intangible Assets | ' |
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Intangible Assets |
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Intangible assets with an indefinite life, including certain trademarks and trade names, are not amortized, but are tested for impairment annually or whenever events or circumstances indicate that the carrying amount may not be recoverable. Any amount of impairment loss to be recorded would be determined based upon the excess of the asset’s carrying value over its fair value. No impairment losses on indefinite life intangibles were recorded during the years ended December 29, 2013, December 30, 2012 and January 1, 2012. The useful lives of these assets are also assessed annually to determine whether events and circumstances continue to support an indefinite life. |
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Intangible assets with a finite life, including developed technology, customer relationships, and patents and licenses, are amortized on a straight-line basis over their estimated useful lives, ranging from one to twenty years. Costs incurred to extend or renew license arrangements are capitalized as incurred and amortized over the shorter of the life of the extension or renewal, or the remaining useful life of the underlying product being licensed. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than the asset’s carrying amount and would be measured as the amount by which the carrying amount of an asset exceeds its fair value. For the year ended December 29, 2013, the Company recognized an impairment charge of $0.1 million related to license intangibles that are no longer being used. For the year ended December 30, 2012, the Company recognized an impairment charge of $4.7 million related to developed technology and customer relationship intangibles whose fair values were negatively impacted by the acquisition of OrthoHelix. The fair value of the intangibles was determined using a discounted cash flow analysis. For the year ended January 1, 2012, the Company recognized an impairment charge of $0.2 million related to developed technology from acquired entities that was no longer being used. For the years ended December 29, 2013 and January 1, 2012, intangible asset impairments are included in amortization of intangible assets in the consolidated statements of operations. For the year ended December 30, 2012, intangible asset impairments are included in special charges on the consolidated statement of operations as they related directly to the acquisition and integration of OrthoHelix. |
Derivative Financial Instruments | ' |
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Derivative Financial Instruments |
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All of the Company’s derivative instruments are economic hedges and are recorded in the accompanying consolidated balance sheets as either an asset or liability and are measured at fair value. The changes in the derivative’s fair value are recognized in earnings as a component of foreign currency transaction gain (loss) in the period in which the change occurred. |
Research and Development | ' |
Research and Development |
All research and development costs are expensed as incurred. |
Income Taxes | ' |
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Income Taxes |
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Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances for deferred tax assets are recognized if it is more likely than not that some component or all of the benefits of deferred tax assets will not be realized. |
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The Company accrues interest and penalties related to unrecognized tax benefits in the Company’s provision for income taxes. In the fiscal years ended December 29, 2013 and December 30, 2012, accrued interest and penalties were $0.3 million and $0.2 million, respectively. |
Other Comprehensive Income (Loss) | ' |
Other Comprehensive Income (Loss) |
Other comprehensive income (loss) refers to revenues, expenses, gains, and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings, as these amounts are recorded directly as an adjustment to shareholders’ equity. Other comprehensive income (loss) is comprised mainly of foreign currency translation adjustments and unrealized gains (losses) on retirement plans. These amounts are presented in the consolidated statements of comprehensive loss. |
Share-Based Compensation | ' |
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Share-Based Compensation |
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The Company accounts for share-based compensation in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation – Stock Compensation, which requires share-based compensation cost to be measured at the grant date based on the fair value of the award and recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. The determination of the fair value of share-based payment awards, such as options, is made on the date of grant using an option-pricing model is affected by the Company’s share price, as well as assumptions regarding a number of complex and subjective variables, which include the expected life of the award, the expected share price volatility over the expected life of the award, expected dividend yield and risk-free interest rate. |
New Accounting Pronouncements | ' |
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New Accounting Pronouncements |
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In June 2013, the FASB issued Accounting Standards Update (ASU) 2013-11, Income Taxes (ASC Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The ASU requires entities to present unrecognized tax benefits as a decrease in a net operating loss, similar to tax loss or tax credit carryforward if certain criteria are met. The standard clarifies presentation requirements for unrecognized tax benefits but will not alter the way in which entities assess deferred tax assets for realizability. The guidance is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2013. The Company will adopt this guidance beginning in the first quarter of 2014. The impact of adoption is not expected to be material. |
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In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (ASC Topic 830), Parent’s Accounting for the Cumulative Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The ASU requires entities to release cumulative translation adjustments to earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. The ASU is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2013 and is to be applied prospectively. The Company will adopt this guidance in the first quarter of 2014 and will affect the accounting for any future liquidation of foreign subsidiaries. |
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In February 2013, the FASB issued ASU 2013-04, Liabilities (ASC Topic 405), Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The ASU requires an entity that is jointly and severally liable to measure the obligation as the sum of the amount the entity has agreed with co-obligors to pay and any additional amount it expects to pay on behalf of one or more co-obligors. The amendment is effective for the fiscal year, and interim periods with that fiscal year, beginning after December 15, 2013 and should be applied retrospectively. The Company will adopt this guidance in the first quarter of 2014. The impact of adoption is expected to be immaterial. |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis based on the application of ASC Topic 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. This requires fair value measurements to be classified and disclosed in one of the following three categories: |
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Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. |
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Level 2—Assets and liabilities determined using prices for recently traded assets and liabilities with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. |
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Level 3—Assets and liabilities that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the asset or liability. The prices are determined using significant unobservable inputs or valuation techniques. |
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A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at December 29, 2013 and December 30, 2012 are as follows: |
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| | December 29, 2013 | | | Quoted Prices in | | | Significant Other | | | Significant | |
Active Markets | Observable Inputs | Unobservable |
(Level 1) | (Level 2) | Inputs (Level 3) |
Cash and cash equivalents | | $ | 56,784 | | | $ | 56,784 | | | $ | — | | | $ | — | |
Contingent consideration | | | (12,956 | ) | | | — | | | | — | | | | (12,956 | ) |
Derivative asset | | | 238 | | | | — | | | | 238 | | | | — | |
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Total, net | | $ | 44,066 | | | $ | 56,784 | | | $ | 238 | | | $ | (12,956 | ) |
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| | December 30, 2012 | | | Quoted Prices in | | | Significant Other | | | Significant | |
Active Markets | Observable Inputs | Unobservable |
(Level 1) | (Level 2) | Inputs (Level 3) |
Cash and cash equivalents | | $ | 31,108 | | | $ | 31,108 | | | $ | — | | | $ | — | |
Contingent consideration | | | (15,265 | ) | | | — | | | | — | | | | (15,265 | ) |
Derivative asset | | | 274 | | | | — | | | | 274 | | | | — | |
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Total, net | | $ | 16,117 | | | $ | 31,108 | | | $ | 274 | | | $ | (15,265 | ) |
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As of December 29, 2013 and December 30, 2012 the Company had a derivative asset with a fair value of $0.2 million and $0.3 million, respectively, with recurring Level 2 fair value measurements. The derivatives are foreign exchange forward contracts and their fair values are based on pricing for similar recently executed transactions. The amount of gain (loss) recognized in foreign exchange loss for the year ended December 29, 2013 and December 30, 2012 related to this derivative is approximately $0.4 million and $0.3 million, respectively. Included in Level 3 fair value measurements as of December 29, 2013 is a $10.4 million contingent consideration liability related to potential earnout payments for the acquisition of OrthoHelix that was completed in October 2012, a $1.9 million contingent consideration liability related to earn-out payments for distributor acquisitions in the United States that occurred throughout 2013, a $0.5 million contingent consideration liability related to potential earnout payments for the acquisition of the Company’s exclusive distributor in Belgium and Luxembourg that was completed in May 2012 and a $0.2 million contingent consideration liability related to potential earnout payments related to the acquisition of a distributor in Australia. Contingent consideration liabilities are carried at fair value and included in contingent consideration (short term and long term) on the consolidated balance sheet. The contingent consideration liabilities were determined based on discounted cash flow analyses that included revenue estimates and a discount rate, which are considered significant unobservable inputs as of December 29, 2013. The revenue estimates were based on current management expectations for these businesses and the discount rate used was between 8-11% and was based on the Company’s estimated weighted average cost of capital for each transaction. To the extent that these assumptions were to change, the fair value of the contingent consideration liabilities could change significantly. Included in interest expense on the consolidated statement of operations for the year ended December 29, 2013 is $1.1 million related to the accretion of the contingent consideration. There were no transfers between levels during the year ended December 29, 2013. |
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Included in Level 3 fair value measurements as of December 30, 2012 is a $14.5 million contingent consideration liability related to potential earn-out payments for the acquisition of OrthoHelix and a $0.7 million contingent consideration liability related to potential earn-out payments for the acquisition of the Company’s exclusive distributor in Belgium and Luxembourg. The contingent consideration liabilities are carried at fair value, which is determined based on a discounted cash flow analysis that included revenue estimates and a discount rate, which are considered significant unobservable inputs as of December 30, 2012. The revenue estimates were based on then current management expectations for these businesses and the discount rate used as of December 30, 2012 was 8% and was based on the Company’s estimated weighted average cost of capital. Included in interest expense on the consolidated statement of operations for the year ended December 30, 2012 is $0.3 million related to the accretion of the contingent consideration. There were no transfers between levels during the year ended December 30, 2012. |
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A rollforward of the level 3 contingent liability for the year ended December 29, 2013 is as follows (in thousands): |
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Contingent consideration liability at December 30, 2012 | | $ | 15,265 | | | | | | | | | | | | | |
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Additions | | | 3,329 | | | | | | | | | | | | | |
Fair value adjustments | | | (5,140 | ) | | | | | | | | | | | | |
Settlements | | | (1,640 | ) | | | | | | | | | | | | |
Interest accretion | | | 1,132 | | | | | | | | | | | | | |
Foreign currency translation | | | 10 | | | | | | | | | | | | | |
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Contingent consideration at December 29, 2013 | | | 12,956 | | | | | | | | | | | | | |
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The Company also has assets and liabilities that are measured at fair value on a non-recurring basis. The Company reviews the carrying amount of its long-lived assets other than goodwill for potential impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. During the year ended December 30, 2012, the Company recognized an intangible impairment of $4.7 million. The impairment was determined using a discounted cash flow analysis. Key inputs into the analysis included estimated future revenues and expenses and a discount rate. The discount rate of 8% was based on the Company’s weighted average cost of capital. These inputs are considered to be significant unobservable inputs and are considered Level 3 fair value measurements. No intangible impairments were recorded for the year ended December 29, 2013. |
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During the year ended December 30, 2012, the Company initiated and completed a facilities consolidation initiative that included the closure and consolidation of certain facilities in France, Ireland and the United States, which resulted in the recognition of a $0.9 million impairment charge to write down certain fixed assets to their estimated fair values. The fair value calculations were performed using a cost-to-sell analysis and are considered Level 2 fair value measurements as the key inputs into the calculations included estimated market values of the facilities, which are considered indirect observable inputs. In addition, the Company recorded $0.7 million of lease termination costs for the year ended December 30, 2012 related to the facilities consolidation initiative. The termination costs were determined using a discounted cash flow analysis that included a discount rate assumption, which is based on the credit adjusted risk free interest rate input, and an assumption related to the timing and amount of sublease income. The timing of the sublease income is a significant unobservable input and thus is considered a Level 3 fair value measurement. As of December 29, 2013, the value of this liability was approximately $0.4 million. |
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As of December 29, 2013 and December 30, 2012, the Company had short-term and long-term debt of $69.1 million and $120.1 million, respectively, the vast majority of which was variable rate debt. The fair value of the Company’s debt obligations approximates carrying value as a result of its variable rate term and would be considered a Level 2 measurement. |