Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 28, 2014 | Oct. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 28-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'TRNX | ' |
Entity Registrant Name | 'Tornier N.V. | ' |
Entity Central Index Key | '0001492658 | ' |
Current Fiscal Year End Date | '--12-29 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 48,899,939 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $25,930 | $56,784 |
Accounts receivable (net of allowance of $5,605 and $5,080 respectively) | 54,931 | 55,555 |
Inventories | 94,342 | 87,011 |
Deferred income taxes | 4,384 | 5,601 |
Prepaid taxes | 14,461 | 14,667 |
Prepaid expenses | 4,054 | 3,151 |
Other current assets | 5,662 | 3,756 |
Total current assets | 203,764 | 226,525 |
Instruments, net | 66,240 | 63,055 |
Property, plant and equipment, net | 44,732 | 43,494 |
Goodwill | 247,813 | 251,540 |
Intangible assets, net | 101,131 | 117,608 |
Deferred income taxes | 634 | 660 |
Other assets | 1,343 | 2,544 |
Total assets | 665,657 | 705,426 |
Current liabilities: | ' | ' |
Short-term borrowings and current portion of long-term debt | 7,408 | 1,438 |
Accounts payable | 14,269 | 17,326 |
Accrued liabilities | 53,807 | 50,714 |
Income taxes payable | 698 | 397 |
Contingent consideration, current | 2,366 | 6,428 |
Deferred income taxes | 13 | 13 |
Total current liabilities | 78,561 | 76,316 |
Long-term debt | 68,201 | 67,643 |
Deferred income taxes | 20,177 | 21,489 |
Contingent consideration, long-term | 142 | 6,528 |
Other non-current liabilities | 7,335 | 7,642 |
Total liabilities | 174,416 | 179,618 |
Shareholders' equity: | ' | ' |
Ordinary shares, €0.03 par value; authorized 175,000,000; issued and outstanding 48,881,159 and 48,508,612 at September 28, 2014 and December 29, 2013, respectively | 1,936 | 1,921 |
Additional paid-in capital | 779,413 | 769,466 |
Accumulated deficit | -293,164 | -272,158 |
Accumulated other comprehensive income | 3,056 | 26,579 |
Total shareholders' equity | 491,241 | 525,808 |
Total liabilities and shareholders' equity | $665,657 | $705,426 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Sep. 28, 2014 | Sep. 28, 2014 | Dec. 29, 2013 | Dec. 29, 2013 |
In Thousands, except Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) |
Statement of Financial Position [Abstract] | ' | ' | ' | ' |
Accounts receivable, allowance | $5,605 | ' | $5,080 | ' |
Ordinary shares, par value | ' | € 0.03 | ' | € 0.03 |
Ordinary shares, authorized | 175,000,000 | 175,000,000 | 175,000,000 | 175,000,000 |
Ordinary shares, issued | 48,881,159 | 48,881,159 | 48,508,612 | 48,508,612 |
Ordinary shares, outstanding | 48,881,159 | 48,881,159 | 48,508,612 | 48,508,612 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $76,675 | $66,747 | $252,550 | $227,567 |
Cost of goods sold | 18,010 | 18,972 | 61,701 | 64,905 |
Gross profit | 58,665 | 47,775 | 190,849 | 162,662 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 57,127 | 46,797 | 178,479 | 150,400 |
Research and development | 6,055 | 4,665 | 17,845 | 16,390 |
Amortization of intangible assets | 4,274 | 3,976 | 12,928 | 11,597 |
Special charges | -4,366 | -3,918 | -994 | 1,009 |
Total operating expenses | 63,090 | 51,520 | 208,258 | 179,396 |
Operating loss | -4,425 | -3,745 | -17,409 | -16,734 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 18 | 85 | 126 | 181 |
Interest expense | -1,250 | -1,499 | -3,964 | -5,754 |
Foreign currency transaction loss | -152 | -285 | -195 | -1,071 |
Loss on extinguishment of debt | ' | ' | ' | -1,127 |
Other non-operating income | 11 | 95 | 20 | 183 |
Loss before income taxes | -5,798 | -5,349 | -21,422 | -24,322 |
Income tax benefit (expense) | 477 | -943 | 416 | -1,405 |
Consolidated net loss | ($5,321) | ($6,292) | ($21,006) | ($25,727) |
Net loss per share: | ' | ' | ' | ' |
Basic and diluted | ($0.11) | ($0.13) | ($0.43) | ($0.57) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic and diluted | 48,832 | 48,068 | 48,656 | 44,942 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Consolidated net loss | ($5,321) | ($6,292) | ($21,006) | ($25,727) |
Foreign currency translation adjustments | -18,022 | 9,324 | -23,523 | 9,397 |
Comprehensive (loss) income | ($23,343) | $3,032 | ($44,529) | ($16,330) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 |
Cash flows from operating activities: | ' | ' |
Consolidated net loss | ($21,006) | ($25,727) |
Adjustments to reconcile consolidated net loss to cash provided by operating activities: | ' | ' |
Depreciation and amortization | 30,594 | 26,803 |
Non-cash foreign currency loss | 176 | 1,079 |
Deferred income taxes | -5,254 | 1,929 |
Share-based compensation | 6,869 | 4,753 |
Non-cash interest expense and discount amortization | 565 | 756 |
Inventory obsolescence | 8,389 | 6,382 |
Loss on extinguishment of debt | ' | 1,127 |
Acquired inventory step up | 577 | 5,445 |
Gain on reversal of contingent consideration liabilities | -5,327 | -4,947 |
Other non-cash items affecting earnings | 312 | 619 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable | -1,015 | 5,400 |
Inventories | -21,586 | -5,842 |
Accounts payable and accruals | 4,213 | 311 |
Other current assets and liabilities | -2,713 | 2,403 |
Other non-current assets and liabilities | 689 | -2,170 |
Net cash (used in) provided by operating activities | -4,517 | 18,321 |
Cash flows from investing activities: | ' | ' |
Acquisition-related cash payments | -2,000 | -5,672 |
Purchases of intangible assets | -20 | -2,086 |
Additions of instruments | -18,749 | -16,565 |
Purchases of property, plant and equipment | -8,128 | -7,518 |
Net cash used in investing activities | -28,897 | -31,841 |
Cash flows from financing activities: | ' | ' |
Borrowing (repayment) of line of credit | 6,000 | -1,000 |
Proceeds from the issuance of long-term debt | 477 | ' |
Repayments of long-term debt | -723 | -53,688 |
Deferred financing costs | ' | -111 |
Contingent consideration payments | -6,793 | ' |
Issuance of ordinary shares from stock option exercises | 2,844 | 19,983 |
Proceeds from issuance of ordinary shares | 284 | 78,870 |
Net cash provided by financing activities | 2,089 | 44,054 |
Effect of exchange rate changes on cash and cash equivalents | 471 | 910 |
(Decrease) increase in cash and cash equivalents | -30,854 | 31,444 |
Cash and cash equivalents: | ' | ' |
Beginning of period | 56,784 | 31,108 |
End of period | 25,930 | 62,552 |
Non-cash investing and financing activities: | ' | ' |
Fixed assets acquired pursuant to capital lease | 861 | 42 |
Capitalized software development costs | ' | $1,357 |
Business_Description
Business Description | 9 Months Ended |
Sep. 28, 2014 | |
Accounting Policies [Abstract] | ' |
Business Description | ' |
1. Business Description | |
Tornier N.V. (Tornier or the Company) is a global medical device company focused on providing solutions to surgeons that treat musculoskeletal injuries and disorders of the shoulder, elbow, wrist, hand, ankle and foot, which are collectively referred to as “extremity joints.” The Company sells to this surgeon base a broad line of joint replacement, trauma, sports medicine and biologic products to treat extremity joints. In certain international markets, the Company also offers joint replacement products for the hip and knee. | |
Tornier’s global corporate headquarters are located in Amsterdam, the Netherlands. The Company also has significant operations located in Bloomington, Minnesota (U.S. headquarters, sales, marketing and distribution and administration), Grenoble, France (OUS headquarters, manufacturing and research and development), Macroom, Ireland (manufacturing), Warsaw, Indiana (research and development) and Medina, Ohio (marketing, research and development). In addition, the Company conducts local sales and distribution activities across 13 sales offices throughout Europe, Asia, Australia and Canada. | |
Subsequent to the end of the third quarter of 2014, the Company entered into an agreement and plan of merger with Wright Medical Group, Inc. (“Wright”). Unless otherwise indicated, references to Tornier or the Company in the notes to these unaudited consolidated financial statements relate to the Company as a stand-alone entity and do not reflect the impact of the potential business combination with Wright (see Note 13). |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 28, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
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 | |
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. | |
Basis of Presentation | |
The Company’s fiscal year-end is generally determined on a 52-week basis consisting of four 13-week quarters and always falls on the Sunday nearest to December 31. | |
In the opinion of the Company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of normal recurring accruals, necessary for the fair presentation of the Company’s interim results. The results of operations for any interim period are not indicative of results for the full fiscal year. | |
All amounts are presented in U.S. Dollar (“$”), except where expressly stated as being in other currencies, e.g. Euros (“€”). | |
Seasonality | |
The Company’s business is somewhat seasonal in nature, as many of its products are used in elective procedures, which typically decline during the summer months and can increase at the end of the year once annual deductibles have been met on health insurance plans. | |
Recently Issued Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers issued as a new topic, Accounting Standards Codification (ASC) Topic 606. ASU 2014-09 provides new guidance related to how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 specifies new accounting for costs associated with obtaining or fulfilling contracts with customers and expands the required disclosures related to revenue and cash flows from contracts with customers. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted. The Company is currently determining its implementation approach and assessing the impact on its consolidated financial statements and related disclosures. | |
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (ASC Topic 205) and Property, Plant, and Equipment (ASC Topic 360)—Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 provides new guidance related to the definition of a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This new guidance is effective for annual periods beginning on or after December 15, 2014 and interim periods within those years. Beginning in 2015, the Company will adopt the new guidance, as applicable, to future disposals of components or classifications as held for sale. | |
In July 2013, the FASB issued 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. ASU 2013-11 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 adopted this guidance beginning in the first quarter of 2014. The impact of adoption was not material. | |
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. ASU 2013-05 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. ASU 2013-05 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 adopted this guidance in the first quarter of 2014. The impact of adoption was not material. | |
The Company has evaluated recent accounting pronouncements through ASU 2014-15 and believes that none of them, other than those described above, will have a material effect on the Company’s consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
3. Fair Value of Financial Instruments | |||||||||||||||||
The Company applies ASC Topic 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis. U.S. GAAP requires fair value measurements to be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at September 28, 2014 and December 29, 2013 are as follows: | |||||||||||||||||
September 28, | Quoted Prices in | Significant | Significant | ||||||||||||||
2014 | Active Markets | Other | Unobservable | ||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | |||||||||||||||
Inputs (Level 2) | |||||||||||||||||
Cash and cash equivalents | $ | 25,930 | $ | 25,930 | $ | — | $ | — | |||||||||
Contingent consideration | (2,508 | ) | — | — | (2,508 | ) | |||||||||||
Derivative liabilities | (833 | ) | — | (833 | ) | — | |||||||||||
Total, net | $ | 22,589 | $ | 25,930 | $ | (833 | ) | $ | (2,508 | ) | |||||||
December 29, | Quoted Prices in | Significant | Significant | ||||||||||||||
2013 | Active Markets | Other | Unobservable | ||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | |||||||||||||||
Inputs (Level 2) | |||||||||||||||||
Cash and cash equivalents | $ | 56,784 | $ | 56,784 | $ | — | $ | — | |||||||||
Contingent consideration | (12,956 | ) | — | — | (12,956 | ) | |||||||||||
Derivative assets | 238 | — | 238 | — | |||||||||||||
Total, net | $ | 44,066 | $ | 56,784 | $ | 238 | $ | (12,956 | ) | ||||||||
As of September 28, 2014 and December 29, 2013, the Company had derivative liabilities with fair values of $0.8 million and derivative assets with fair values of $0.2 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 loss and gain recognized in foreign currency transaction loss for the nine months ended September 28, 2014 and September 29, 2013 related to these derivatives is approximately $(1.6) million and $0.1 million, respectively. | |||||||||||||||||
Included in Level 3 fair value measurements as of September 28, 2014 is a $0.9 million contingent consideration liability related to potential earn-out payments for the acquisition of OrthoHelix Surgical Designs, Inc. (OrthoHelix) that was completed in October 2012, a $1.5 million contingent consideration liability related to potential earn-out payments for distributor acquisitions in the United States that occurred throughout 2013 and the first nine months of 2014, and a $0.1 million contingent consideration liability related to potential earn-out payments related to the acquisition of a distributor in Australia that was completed in 2013. Contingent consideration liabilities are carried at fair value and are included in contingent consideration (short-term and long-term) on the consolidated balance sheets. 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 September 28, 2014. 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 as adjusted 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 statements of operations for the nine months ended September 28, 2014 and September 29, 2013 is $0.2 million and $0.8 million, respectively, related to the accretion of the contingent consideration. There were no transfers between levels during the periods presented. | |||||||||||||||||
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 potential 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 that was completed in 2013. | |||||||||||||||||
A rollforward of the Level 3 contingent consideration liability for the nine months ended September 28, 2014 is as follows (in thousands): | |||||||||||||||||
Contingent consideration liability at December 29, 2013 | $ | 12,956 | |||||||||||||||
Additions | 1,670 | ||||||||||||||||
Fair value adjustments | (5,585 | ) | |||||||||||||||
Settlements | (6,793 | ) | |||||||||||||||
Interest accretion | 263 | ||||||||||||||||
Foreign currency translation | (2 | ) | |||||||||||||||
Contingent consideration liability at September 28, 2014 | $ | 2,508 | |||||||||||||||
The Company also has certain 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 nine-months ended September 28, 2014 and September 29, 2013, the Company recognized no impairments. During 2013, the Company initiated and completed a facilities consolidation initiative that included the termination of certain facility leases. The termination liability for these leases was 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 September 28, 2014, the value of this liability was approximately $0.2 million. | |||||||||||||||||
As of September 28, 2014 and December 29, 2013, the Company had short-term and long-term debt of $75.6 million and $69.1 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 is considered a Level 2 fair value measurement. |
Inventories
Inventories | 9 Months Ended | ||||||||
Sep. 28, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
4. Inventories | |||||||||
Inventory balances consist of the following (in thousands): | |||||||||
September 28, 2014 | December 29, 2013 | ||||||||
Raw materials | $ | 7,704 | $ | 6,840 | |||||
Work-in-process | 10,952 | 9,171 | |||||||
Finished goods | 75,686 | 71,000 | |||||||
Total | $ | 94,342 | $ | 87,011 | |||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 9 Months Ended | ||||||||
Sep. 28, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment | ' | ||||||||
5. Property, Plant and Equipment | |||||||||
Property, plant and equipment balances consist of the following (in thousands): | |||||||||
September 28, 2014 | December 29, 2013 | ||||||||
Land | $ | 1,544 | $ | 1,886 | |||||
Building and improvements | 13,099 | 14,255 | |||||||
Machinery and equipment | 31,287 | 31,192 | |||||||
Furniture, fixtures and office equipment | 28,842 | 29,371 | |||||||
Software | 4,922 | 5,511 | |||||||
Construction in progress | 9,094 | 5,628 | |||||||
Property, plant and equipment, gross | 88,788 | 87,843 | |||||||
Accumulated depreciation | (44,056 | ) | (44,349 | ) | |||||
Property, plant and equipment, net | $ | 44,732 | $ | 43,494 | |||||
Instruments
Instruments | 9 Months Ended | ||||||||
Sep. 28, 2014 | |||||||||
Text Block [Abstract] | ' | ||||||||
Instruments | ' | ||||||||
6. Instruments | |||||||||
Instruments are included in long-term assets on the consolidated balance sheets and consist of the following (in thousands): | |||||||||
September 28, 2014 | December 29, 2013 | ||||||||
Instruments | $ | 107,714 | $ | 99,754 | |||||
Instruments in process | 25,870 | 23,990 | |||||||
Accumulated depreciation | (67,344 | ) | (60,689 | ) | |||||
Instruments, net | $ | 66,240 | $ | 63,055 | |||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | ||||||||||||
Sep. 28, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||||
7. Goodwill and Other Intangible Assets | |||||||||||||
The following table summarizes the changes in the carrying amount of goodwill (in thousands): | |||||||||||||
Balance at December 29, 2013 | $ | 251,540 | |||||||||||
Goodwill additions as a result of acquisitions | 2,467 | ||||||||||||
Foreign currency translation | (6,194 | ) | |||||||||||
Balance at September 28, 2014 | $ | 247,813 | |||||||||||
The components of identifiable intangible assets are as follows (in thousands): | |||||||||||||
Gross value | Accumulated | Net value | |||||||||||
amortization | |||||||||||||
Balances at September 28, 2014 | |||||||||||||
Intangible assets subject to amortization: | |||||||||||||
Developed technology | $ | 110,254 | $ | (49,599 | ) | $ | 60,655 | ||||||
Customer relationships | 57,871 | (31,578 | ) | 26,293 | |||||||||
Licenses | 6,795 | (4,870 | ) | 1,925 | |||||||||
Other | 7,035 | (3,934 | ) | 3,101 | |||||||||
Intangible assets not subject to amortization: | |||||||||||||
Trade name | 9,157 | — | 9,157 | ||||||||||
Total | $ | 191,112 | $ | (89,981 | ) | $ | 101,131 | ||||||
Gross value | Accumulated | Net value | |||||||||||
amortization | |||||||||||||
Balances at December 29, 2013 | |||||||||||||
Intangible assets subject to amortization: | |||||||||||||
Developed technology | $ | 112,782 | $ | (44,161 | ) | $ | 68,621 | ||||||
Customer relationships | 61,783 | (30,155 | ) | 31,628 | |||||||||
Licenses | 6,810 | (4,004 | ) | 2,806 | |||||||||
In-process research and development | 400 | — | 400 | ||||||||||
Other | 6,624 | (2,431 | ) | 4,193 | |||||||||
Intangible assets not subject to amortization: | |||||||||||||
Trade name | 9,960 | — | 9,960 | ||||||||||
Total | $ | 198,359 | $ | (80,751 | ) | $ | 117,608 | ||||||
Estimated annual amortization expense for fiscal years ending 2014 through 2018 is as follows (in thousands): | |||||||||||||
Amortization expense | |||||||||||||
2014 | $ | 17,444 | |||||||||||
2015 | 16,754 | ||||||||||||
2016 | 14,416 | ||||||||||||
2017 | 13,412 | ||||||||||||
2018 | 12,588 | ||||||||||||
During the nine months ended September 28, 2014, the Company acquired intangible assets in the form of non-compete agreements and goodwill in the amounts of $0.2 million and $2.5 million, respectively, related to the acquisition of certain U.S. distributors and independent sales agencies. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
8. Share-Based Compensation | |||||||||||||||||
Share-based awards are granted under the Tornier N.V. 2010 Incentive Plan, as amended. This plan allows for the issuance of up to a maximum of 7.7 million ordinary shares in connection with the grant of share-based awards, including stock options, restricted stock units, stock appreciation rights and other types of awards as deemed appropriate. To date, only options to purchase ordinary shares (options) and stock grants in the form of restricted stock units (RSUs) have been awarded under the plan. Both types of awards generally have graded vesting periods of four years and the options generally expire ten years after the grant date. Options are granted with exercise prices equal to the fair value of the Company’s ordinary shares on the date of grant. | |||||||||||||||||
The Company recognizes compensation expense for these awards on a straight-line basis over the vesting period. Share-based compensation expense is included in cost of goods sold, selling, general and administrative expense, and research and development expense on the consolidated statements of operations. | |||||||||||||||||
Below is a summary of the allocation of share-based compensation (in thousands): | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(unaudited) | (unaudited) | ||||||||||||||||
Cost of goods sold | $ | 182 | $ | 111 | $ | 486 | $ | 375 | |||||||||
Selling, general and administrative | 1,957 | 1,448 | 5,857 | 3,973 | |||||||||||||
Research and development | 209 | 125 | 526 | 405 | |||||||||||||
Total | $ | 2,349 | $ | 1,684 | $ | 6,869 | $ | 4,753 | |||||||||
During the nine months ended September 28, 2014, the Company granted options to purchase an aggregate of 522,101 ordinary shares to employees at a weighted average exercise price of $21.58 per share and a weighted average fair value of $9.83 per share. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions: | |||||||||||||||||
Nine months | |||||||||||||||||
ended | |||||||||||||||||
September 28, 2014 | |||||||||||||||||
Risk-free interest rate | 1.9 | % | |||||||||||||||
Expected life in years | 6.1 | ||||||||||||||||
Expected volatility | 45.1 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
During the nine months ended September 28, 2014, the Company granted 364,026 restricted stock units to employees with a weighted average fair value of $20.87 per share. In addition, the Company granted 100,000 performance-accelerated restricted stock units (PARS). The PARS are subject to a graded service-based vesting schedule of 50% vesting after two years, 25% after the third year and 25% after the fourth year, all of which can be accelerated upon the achievement of certain share price targets of the Company’s ordinary shares. PARS are expensed on a straight-line basis over the shorter of the explicit service period related to the service condition or the implicit service period related to the performance condition, based on the probability of meeting the conditions. The grant date weighted average fair value and related calculated vesting period of the PARS was $19.24 and 3.4 years, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 28, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
9. Income Taxes | |
The Company’s effective tax rate for the nine months ended September 28, 2014 was 1.9%. During the nine months ended September 28, 2014, the Company recognized $0.4 million of income tax benefit on pre-tax losses of $21.4 million. The Company recognized $0.2 million of tax expense in certain European jurisdictions offset by a tax benefit of $0.6 million primarily related to the reversal of reserves for uncertain tax positions during the nine months ended September 28, 2014. Given the Company’s history of operating losses, the Company does not generally recognize a provision for income taxes in the United States and certain jurisdictions in Europe because it has established a valuation allowance for substantially all of the net deferred tax assets in these jurisdictions. The Company records tax expense or benefit in certain other international jurisdictions where a valuation allowance has not been established. The mix of pre-tax income or loss in these jurisdictions as well as in the jurisdictions in which valuation allowances are established are the primary drivers of the Company’s effective tax rate. | |
The Company operates in multiple income tax jurisdictions both inside and outside the United States. Income tax authorities in these jurisdictions regularly perform audits of the Company’s income tax filings. Accordingly, management must determine the appropriate allocation of income to each of these jurisdictions based on current interpretations of complex income tax regulations. Income tax audits associated with the allocation of this income and other complex issues, including inventory transfer pricing and cost sharing, product royalty and foreign branch arrangements, may require an extended period of time to resolve and may result in significant income tax adjustments if changes to the income allocation are required between jurisdictions with different income tax rates. |
Capital_Stock_and_Earnings_Per
Capital Stock and Earnings Per Share | 9 Months Ended |
Sep. 28, 2014 | |
Earnings Per Share [Abstract] | ' |
Capital Stock and Earnings Per Share | ' |
10. Capital Stock and Earnings Per Share | |
The Company had 48.9 million and 48.5 million ordinary shares issued and outstanding as of September 28, 2014 and December 29, 2013, respectively. | |
The Company has issued options to purchase ordinary shares and RSUs outstanding of an aggregate 3.5 million and 3.2 million at September 28, 2014 and December 29, 2013, respectively. None of the options or RSUs were included in diluted earnings per share for the nine months ended September 28, 2014 and September 29, 2013 because the Company recorded a net loss in those periods; and therefore, including these instruments would be anti-dilutive. |
Special_Charges
Special Charges | 9 Months Ended | ||||||||
Sep. 28, 2014 | |||||||||
Text Block [Abstract] | ' | ||||||||
Special Charges | ' | ||||||||
11. Special Charges | |||||||||
Special charges are recorded as a separate line item within operating expenses on the consolidated statements of operations and primarily include operating expenses directly related to business combinations and related integration activities, restructuring initiatives, management exit costs and certain other items that are typically infrequent in nature and that affect the comparability and trend of operating results. The table below summarizes amounts included in special charges for the related periods: | |||||||||
Nine months ended | |||||||||
September 28, | September 29, | ||||||||
2014 | 2013 | ||||||||
Acquisition, integration and distributor transition costs | $ | 2,250 | $ | 4,742 | |||||
Reduction in contingent consideration liability | (5,000 | ) | (4,947 | ) | |||||
Legal settlements | — | 1,214 | |||||||
OrthoHelix restructuring charges | 1,431 | — | |||||||
Other | 325 | — | |||||||
Total | $ | (994 | ) | $ | 1,009 | ||||
Included in special charges for the nine months ended September 28, 2014 was a $5.0 million gain on the reversal of an earnout liability related to OrthoHelix due to the underperformance of revenue of combined lower extremity products versus established targets, partially offset by $1.4 million of charges related to the OrthoHelix restructuring initiative, $2.3 million of integration and distributor transition costs and $0.3 million of other charges. | |||||||||
Included in special charges for the nine months ended September 29, 2013 were $4.7 million of integration costs and distributor transition costs and $1.2 million of legal settlements in the United States, partially offset by $4.9 million reversal of a contingent consideration liability related to the OrthoHelix acquisition due to the underperformance of legacy Tornier lower extremity products versus established revenue targets. | |||||||||
OrthoHelix Restructuring Initiative | |||||||||
In December 2013, as part of the ongoing integration of OrthoHelix, the Company announced the move and consolidation of various business operations from Medina, Ohio to Bloomington, Minnesota, including customer service, quality, supply chain and finance functions. | |||||||||
Included in accrued liabilities on the consolidated balance sheet as of September 28, 2014 is an accrual related to the OrthoHelix restructuring initiative. Activity in the restructuring accrual is presented in the following table (in thousands): | |||||||||
OrthoHelix restructuring accrual balance as of December 29, 2013 | $ | 381 | |||||||
Charges: | |||||||||
Employee termination benefits | 631 | ||||||||
Moving, professional fees and other initiative-related expenses | 800 | ||||||||
Total charges | 1,431 | ||||||||
Payments: | |||||||||
Employee termination benefits | (650 | ) | |||||||
Moving, professional fees and other initiative-related expenses | (799 | ) | |||||||
Total payments | (1,449 | ) | |||||||
OrthoHelix restructuring initiative accrual balance as of September 28, 2014 | $ | 363 | |||||||
Litigation
Litigation | 9 Months Ended |
Sep. 28, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Litigation | ' |
12. Litigation | |
From time to time, the Company is subject to various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of its business. These actions and proceedings may relate to, among other things, product liability, intellectual property, distributor, commercial and other matters. Such matters are subject to many uncertainties and to outcomes that are not predictable with assurance and that may not be known for extended periods of time. The Company records a liability in its consolidated financial statements for costs related to claims, including future legal costs, settlements and judgments, where the Company has assessed that a loss is probable and an amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred. In the opinion of management, as of September 28, 2014, the amount of liability, if any, with respect to these matters, individually or in the aggregate, will not materially affect the Company’s consolidated results of operations, financial position or cash flows. |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 28, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
13. Subsequent Event | |
On October 27, 2014, the Company entered into an agreement and plan of merger with Wright Medical Group, Inc. (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, an indirect wholly owned subsidiary of the Company will merge with and into Wright (the “Merger”), with Wright continuing as the surviving company and an indirect wholly owned subsidiary of the Company following the transaction. | |
Subject to the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger, each share of common stock of Wright issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive 1.0309 Tornier ordinary shares. In addition, at the effective time and as a result of the Merger, all outstanding options to purchase shares of Wright common stock and other equity awards based on Wright common stock, which are outstanding immediately prior to the effective time of the Merger, will become immediately vested and converted into and become, respectively, options to purchase Tornier ordinary shares and with respect to all other Wright equity awards, awards based on Tornier ordinary shares, in each case, on terms substantially identical to those in effect prior to the effective time of the Merger, except for the vesting requirements and adjustments to the underlying number of shares and the exercise price based on the exchange ratio used in the Merger and other adjustments as provided in the Merger Agreement. Upon completion of the Merger, Tornier shareholders will own approximately 48% of the combined company on a fully diluted basis and Wright shareholders will own approximately 52%. | |
The transaction is subject to approval of the Company’s and Wright’s shareholders, effectiveness of a Form S-4 registration statement to be filed by the Company with the Securities and Exchange Commission, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and clearance under any applicable foreign antitrust laws, and other customary closing conditions. The transaction is expected to be completed in the first half of 2015. | |
Following the closing of the transaction, the combined company will be named and conduct business as Wright Medical Group N.V. and. Robert J. Palmisano, Wright’s president and chief executive officer, will become president and chief executive officer of the combined company and David H. Mowry, the Company’s president and chief executive officer, will become executive vice president and chief operating officer of the combined company. Wright Medical Group N.V.’s board of directors will be comprised of five representatives from Wright’s existing board of directors and five representatives from the Company’s existing board of directors, including Mr. Palmisano and Mr. Mowry. | |
See “Part II – Other Information – Item 1A Risk Factors” for a discussion of the risk factors related to the merger. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
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. | |||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The Company’s fiscal year-end is generally determined on a 52-week basis consisting of four 13-week quarters and always falls on the Sunday nearest to December 31. | |||||||||||||||||
In the opinion of the Company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of normal recurring accruals, necessary for the fair presentation of the Company’s interim results. The results of operations for any interim period are not indicative of results for the full fiscal year. | |||||||||||||||||
All amounts are presented in U.S. Dollar (“$”), except where expressly stated as being in other currencies, e.g. Euros (“€”). | |||||||||||||||||
Seasonality | ' | ||||||||||||||||
Seasonality | |||||||||||||||||
The Company’s business is somewhat seasonal in nature, as many of its products are used in elective procedures, which typically decline during the summer months and can increase at the end of the year once annual deductibles have been met on health insurance plans. | |||||||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers issued as a new topic, Accounting Standards Codification (ASC) Topic 606. ASU 2014-09 provides new guidance related to how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 specifies new accounting for costs associated with obtaining or fulfilling contracts with customers and expands the required disclosures related to revenue and cash flows from contracts with customers. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted. The Company is currently determining its implementation approach and assessing the impact on its consolidated financial statements and related disclosures. | |||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (ASC Topic 205) and Property, Plant, and Equipment (ASC Topic 360)—Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 provides new guidance related to the definition of a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This new guidance is effective for annual periods beginning on or after December 15, 2014 and interim periods within those years. Beginning in 2015, the Company will adopt the new guidance, as applicable, to future disposals of components or classifications as held for sale. | |||||||||||||||||
In July 2013, the FASB issued 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. ASU 2013-11 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 adopted this guidance beginning in the first quarter of 2014. The impact of adoption was not material. | |||||||||||||||||
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. ASU 2013-05 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. ASU 2013-05 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 adopted this guidance in the first quarter of 2014. The impact of adoption was not material. | |||||||||||||||||
The Company has evaluated recent accounting pronouncements through ASU 2014-15 and believes that none of them, other than those described above, will have a material effect on the Company’s consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company applies ASC Topic 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis. U.S. GAAP requires fair value measurements to be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at September 28, 2014 and December 29, 2013 are as follows: | |||||||||||||||||
September 28, | Quoted Prices in | Significant | Significant | ||||||||||||||
2014 | Active Markets | Other | Unobservable | ||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | |||||||||||||||
Inputs (Level 2) | |||||||||||||||||
Cash and cash equivalents | $ | 25,930 | $ | 25,930 | $ | — | $ | — | |||||||||
Contingent consideration | (2,508 | ) | — | — | (2,508 | ) | |||||||||||
Derivative liabilities | (833 | ) | — | (833 | ) | — | |||||||||||
Total, net | $ | 22,589 | $ | 25,930 | $ | (833 | ) | $ | (2,508 | ) | |||||||
December 29, | Quoted Prices in | Significant | Significant | ||||||||||||||
2013 | Active Markets | Other | Unobservable | ||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | |||||||||||||||
Inputs (Level 2) | |||||||||||||||||
Cash and cash equivalents | $ | 56,784 | $ | 56,784 | $ | — | $ | — | |||||||||
Contingent consideration | (12,956 | ) | — | — | (12,956 | ) | |||||||||||
Derivative assets | 238 | — | 238 | — | |||||||||||||
Total, net | $ | 44,066 | $ | 56,784 | $ | 238 | $ | (12,956 | ) | ||||||||
As of September 28, 2014 and December 29, 2013, the Company had derivative liabilities with fair values of $0.8 million and derivative assets with fair values of $0.2 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 loss and gain recognized in foreign currency transaction loss for the nine months ended September 28, 2014 and September 29, 2013 related to these derivatives is approximately $(1.6) million and $0.1 million, respectively. | |||||||||||||||||
Included in Level 3 fair value measurements as of September 28, 2014 is a $0.9 million contingent consideration liability related to potential earn-out payments for the acquisition of OrthoHelix Surgical Designs, Inc. (OrthoHelix) that was completed in October 2012, a $1.5 million contingent consideration liability related to potential earn-out payments for distributor acquisitions in the United States that occurred throughout 2013 and the first nine months of 2014, and a $0.1 million contingent consideration liability related to potential earn-out payments related to the acquisition of a distributor in Australia that was completed in 2013. Contingent consideration liabilities are carried at fair value and are included in contingent consideration (short-term and long-term) on the consolidated balance sheets. 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 September 28, 2014. 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 as adjusted 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 statements of operations for the nine months ended September 28, 2014 and September 29, 2013 is $0.2 million and $0.8 million, respectively, related to the accretion of the contingent consideration. There were no transfers between levels during the periods presented. | |||||||||||||||||
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 potential 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 that was completed in 2013. | |||||||||||||||||
A rollforward of the Level 3 contingent consideration liability for the nine months ended September 28, 2014 is as follows (in thousands): | |||||||||||||||||
Contingent consideration liability at December 29, 2013 | $ | 12,956 | |||||||||||||||
Additions | 1,670 | ||||||||||||||||
Fair value adjustments | (5,585 | ) | |||||||||||||||
Settlements | (6,793 | ) | |||||||||||||||
Interest accretion | 263 | ||||||||||||||||
Foreign currency translation | (2 | ) | |||||||||||||||
Contingent consideration liability at September 28, 2014 | $ | 2,508 | |||||||||||||||
The Company also has certain 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 nine-months ended September 28, 2014 and September 29, 2013, the Company recognized no impairments. During 2013, the Company initiated and completed a facilities consolidation initiative that included the termination of certain facility leases. The termination liability for these leases was 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 September 28, 2014, the value of this liability was approximately $0.2 million. | |||||||||||||||||
As of September 28, 2014 and December 29, 2013, the Company had short-term and long-term debt of $75.6 million and $69.1 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 is considered a Level 2 fair value measurement. |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of Financial Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at September 28, 2014 and December 29, 2013 are as follows: | |||||||||||||||||
September 28, | Quoted Prices in | Significant | Significant | ||||||||||||||
2014 | Active Markets | Other | Unobservable | ||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | |||||||||||||||
Inputs (Level 2) | |||||||||||||||||
Cash and cash equivalents | $ | 25,930 | $ | 25,930 | $ | — | $ | — | |||||||||
Contingent consideration | (2,508 | ) | — | — | (2,508 | ) | |||||||||||
Derivative liabilities | (833 | ) | — | (833 | ) | — | |||||||||||
Total, net | $ | 22,589 | $ | 25,930 | $ | (833 | ) | $ | (2,508 | ) | |||||||
December 29, | Quoted Prices in | Significant | Significant | ||||||||||||||
2013 | Active Markets | Other | Unobservable | ||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | |||||||||||||||
Inputs (Level 2) | |||||||||||||||||
Cash and cash equivalents | $ | 56,784 | $ | 56,784 | $ | — | $ | — | |||||||||
Contingent consideration | (12,956 | ) | — | — | (12,956 | ) | |||||||||||
Derivative assets | 238 | — | 238 | — | |||||||||||||
Total, net | $ | 44,066 | $ | 56,784 | $ | 238 | $ | (12,956 | ) | ||||||||
Summary of Contingent Consideration Liability | ' | ||||||||||||||||
A rollforward of the Level 3 contingent consideration liability for the nine months ended September 28, 2014 is as follows (in thousands): | |||||||||||||||||
Contingent consideration liability at December 29, 2013 | $ | 12,956 | |||||||||||||||
Additions | 1,670 | ||||||||||||||||
Fair value adjustments | (5,585 | ) | |||||||||||||||
Settlements | (6,793 | ) | |||||||||||||||
Interest accretion | 263 | ||||||||||||||||
Foreign currency translation | (2 | ) | |||||||||||||||
Contingent consideration liability at September 28, 2014 | $ | 2,508 | |||||||||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Balances | ' | ||||||||
Inventory balances consist of the following (in thousands): | |||||||||
September 28, 2014 | December 29, 2013 | ||||||||
Raw materials | $ | 7,704 | $ | 6,840 | |||||
Work-in-process | 10,952 | 9,171 | |||||||
Finished goods | 75,686 | 71,000 | |||||||
Total | $ | 94,342 | $ | 87,011 | |||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Balances | ' | ||||||||
Property, plant and equipment balances consist of the following (in thousands): | |||||||||
September 28, 2014 | December 29, 2013 | ||||||||
Land | $ | 1,544 | $ | 1,886 | |||||
Building and improvements | 13,099 | 14,255 | |||||||
Machinery and equipment | 31,287 | 31,192 | |||||||
Furniture, fixtures and office equipment | 28,842 | 29,371 | |||||||
Software | 4,922 | 5,511 | |||||||
Construction in progress | 9,094 | 5,628 | |||||||
Property, plant and equipment, gross | 88,788 | 87,843 | |||||||
Accumulated depreciation | (44,056 | ) | (44,349 | ) | |||||
Property, plant and equipment, net | $ | 44,732 | $ | 43,494 | |||||
Instruments_Tables
Instruments (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2014 | |||||||||
Text Block [Abstract] | ' | ||||||||
Instruments Included in Long-Term Assets | ' | ||||||||
Instruments are included in long-term assets on the consolidated balance sheets and consist of the following (in thousands): | |||||||||
September 28, 2014 | December 29, 2013 | ||||||||
Instruments | $ | 107,714 | $ | 99,754 | |||||
Instruments in process | 25,870 | 23,990 | |||||||
Accumulated depreciation | (67,344 | ) | (60,689 | ) | |||||
Instruments, net | $ | 66,240 | $ | 63,055 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | ||||||||||||
Sep. 28, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||||||
The following table summarizes the changes in the carrying amount of goodwill (in thousands): | |||||||||||||
Balance at December 29, 2013 | $ | 251,540 | |||||||||||
Goodwill additions as a result of acquisitions | 2,467 | ||||||||||||
Foreign currency translation | (6,194 | ) | |||||||||||
Balance at September 28, 2014 | $ | 247,813 | |||||||||||
Components of Identifiable Intangible Assets | ' | ||||||||||||
The components of identifiable intangible assets are as follows (in thousands): | |||||||||||||
Gross value | Accumulated | Net value | |||||||||||
amortization | |||||||||||||
Balances at September 28, 2014 | |||||||||||||
Intangible assets subject to amortization: | |||||||||||||
Developed technology | $ | 110,254 | $ | (49,599 | ) | $ | 60,655 | ||||||
Customer relationships | 57,871 | (31,578 | ) | 26,293 | |||||||||
Licenses | 6,795 | (4,870 | ) | 1,925 | |||||||||
Other | 7,035 | (3,934 | ) | 3,101 | |||||||||
Intangible assets not subject to amortization: | |||||||||||||
Trade name | 9,157 | — | 9,157 | ||||||||||
Total | $ | 191,112 | $ | (89,981 | ) | $ | 101,131 | ||||||
Gross value | Accumulated | Net value | |||||||||||
amortization | |||||||||||||
Balances at December 29, 2013 | |||||||||||||
Intangible assets subject to amortization: | |||||||||||||
Developed technology | $ | 112,782 | $ | (44,161 | ) | $ | 68,621 | ||||||
Customer relationships | 61,783 | (30,155 | ) | 31,628 | |||||||||
Licenses | 6,810 | (4,004 | ) | 2,806 | |||||||||
In-process research and development | 400 | — | 400 | ||||||||||
Other | 6,624 | (2,431 | ) | 4,193 | |||||||||
Intangible assets not subject to amortization: | |||||||||||||
Trade name | 9,960 | — | 9,960 | ||||||||||
Total | $ | 198,359 | $ | (80,751 | ) | $ | 117,608 | ||||||
Estimated Annual Amortization Expense | ' | ||||||||||||
Estimated annual amortization expense for fiscal years ending 2014 through 2018 is as follows (in thousands): | |||||||||||||
Amortization expense | |||||||||||||
2014 | $ | 17,444 | |||||||||||
2015 | 16,754 | ||||||||||||
2016 | 14,416 | ||||||||||||
2017 | 13,412 | ||||||||||||
2018 | 12,588 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Summary of Allocation of Share-Based Compensation | ' | ||||||||||||||||
Below is a summary of the allocation of share-based compensation (in thousands): | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(unaudited) | (unaudited) | ||||||||||||||||
Cost of goods sold | $ | 182 | $ | 111 | $ | 486 | $ | 375 | |||||||||
Selling, general and administrative | 1,957 | 1,448 | 5,857 | 3,973 | |||||||||||||
Research and development | 209 | 125 | 526 | 405 | |||||||||||||
Total | $ | 2,349 | $ | 1,684 | $ | 6,869 | $ | 4,753 | |||||||||
Share-Based Compensation Weighted-Average Assumptions | ' | ||||||||||||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions: | |||||||||||||||||
Nine months | |||||||||||||||||
ended | |||||||||||||||||
September 28, 2014 | |||||||||||||||||
Risk-free interest rate | 1.9 | % | |||||||||||||||
Expected life in years | 6.1 | ||||||||||||||||
Expected volatility | 45.1 | % | |||||||||||||||
Expected dividend yield | 0 | % |
Special_Charges_Tables
Special Charges (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2014 | |||||||||
Text Block [Abstract] | ' | ||||||||
Schedule of Special Charges | ' | ||||||||
The table below summarizes amounts included in special charges for the related periods: | |||||||||
Nine months ended | |||||||||
September 28, 2014 | September 29, 2013 | ||||||||
Acquisition, integration and distributor transition costs | $ | 2,250 | $ | 4,742 | |||||
Reduction in contingent consideration liability | (5,000 | ) | (4,947 | ) | |||||
Legal settlements | — | 1,214 | |||||||
OrthoHelix restructuring charges | 1,431 | — | |||||||
Other | 325 | — | |||||||
Total | $ | (994 | ) | $ | 1,009 | ||||
Activity in Restructuring Accrual | ' | ||||||||
Activity in the restructuring accrual is presented in the following table (in thousands): | |||||||||
OrthoHelix restructuring accrual balance as of December 29, 2013 | $ | 381 | |||||||
Charges: | |||||||||
Employee termination benefits | 631 | ||||||||
Moving, professional fees and other initiative-related expenses | 800 | ||||||||
Total charges | 1,431 | ||||||||
Payments: | |||||||||
Employee termination benefits | (650 | ) | |||||||
Moving, professional fees and other initiative-related expenses | (799 | ) | |||||||
Total payments | (1,449 | ) | |||||||
OrthoHelix restructuring initiative accrual balance as of September 28, 2014 | $ | 363 | |||||||
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value (Detail) (USD $) | Sep. 28, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | $25,930 | $56,784 | $62,552 | $31,108 |
Contingent consideration | -2,508 | -12,956 | ' | ' |
Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' |
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | 25,930 | 56,784 | ' | ' |
Contingent consideration | -2,508 | -12,956 | ' | ' |
Derivative liabilities | -833 | ' | ' | ' |
Derivative assets | ' | 238 | ' | ' |
Total, net | 22,589 | 44,066 | ' | ' |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' |
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | 25,930 | 56,784 | ' | ' |
Contingent consideration | ' | ' | ' | ' |
Derivative liabilities | ' | ' | ' | ' |
Derivative assets | ' | ' | ' | ' |
Total, net | 25,930 | 56,784 | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' |
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | ' |
Derivative liabilities | -833 | ' | ' | ' |
Derivative assets | ' | 238 | ' | ' |
Total, net | -833 | 238 | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' |
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' |
Contingent consideration | -2,508 | -12,956 | ' | ' |
Derivative liabilities | ' | ' | ' | ' |
Derivative assets | ' | ' | ' | ' |
Total, net | ($2,508) | ($12,956) | ' | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | Dec. 29, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Contingent consideration related to acquisition | $2,508,000 | ' | $2,508,000 | ' | $12,956,000 |
Interest expense on the accretion of the contingent consideration | ' | ' | 200,000 | 800,000 | ' |
Transfers between levels | ' | ' | 0 | 0 | ' |
Intangible impairment | 0 | 0 | ' | ' | ' |
Sublease termination liability | 200,000 | ' | 200,000 | ' | ' |
Short-term and long term debt | 75,600,000 | ' | 75,600,000 | ' | 69,100,000 |
Minimum [Member] | ' | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Discount rate, Percentage | ' | ' | 8.00% | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Discount rate, Percentage | ' | ' | 11.00% | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Fair value of Derivative liabilities | 800,000 | ' | 800,000 | ' | 800,000 |
Fair value of Derivative asset | 200,000 | ' | 200,000 | ' | 200,000 |
Foreign currency transaction (loss) related to derivatives | ' | ' | -1,600,000 | 100,000 | ' |
OrthoHelix [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Contingent consideration related to acquisition | 900,000 | ' | 900,000 | ' | 10,400,000 |
Distributor in Belgium and Luxembourg [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Contingent consideration related to acquisition | ' | ' | ' | ' | 500,000 |
Distributor in the United States [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Contingent consideration related to acquisition | 1,500,000 | ' | 1,500,000 | ' | 1,900,000 |
Distributor in Australia [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' |
Contingent consideration related to acquisition | $100,000 | ' | $100,000 | ' | $200,000 |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments - Summary of Contingent Consideration Liability (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2014 |
Debt Instrument Fair Value Carrying Value [Abstract] | ' |
Contingent consideration liability at December 29, 2013 | $12,956 |
Additions | 1,670 |
Fair value adjustments | -5,585 |
Settlements | -6,793 |
Interest accretion | 263 |
Foreign currency translation | -2 |
Contingent consideration liability at September 28, 2014 | $2,508 |
Inventories_Inventory_Balances
Inventories - Inventory Balances (Detail) (USD $) | Sep. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $7,704 | $6,840 |
Work-in-process | 10,952 | 9,171 |
Finished goods | 75,686 | 71,000 |
Total | $94,342 | $87,011 |
Property_Plant_and_Equipment_P
Property, Plant and Equipment - Property, Plant and Equipment Balances (Detail) (USD $) | Sep. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant and Equipment Useful Life And Values [Abstract] | ' | ' |
Land | $1,544 | $1,886 |
Building and improvements | 13,099 | 14,255 |
Machinery and equipment | 31,287 | 31,192 |
Furniture, fixtures and office equipment | 28,842 | 29,371 |
Software | 4,922 | 5,511 |
Construction in progress | 9,094 | 5,628 |
Property, plant and equipment, gross | 88,788 | 87,843 |
Accumulated depreciation | -44,056 | -44,349 |
Property, plant and equipment, net | $44,732 | $43,494 |
Instruments_Instruments_Includ
Instruments - Instruments Included in Long-Term Assets (Detail) (USD $) | Sep. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Offsetting [Abstract] | ' | ' |
Instruments | $107,714 | $99,754 |
Instruments in process | 25,870 | 23,990 |
Accumulated depreciation | -67,344 | -60,689 |
Instruments, net | $66,240 | $63,055 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Goodwill, Beginning balance | $251,540 |
Goodwill additions as a result of acquisitions | 2,467 |
Foreign currency translation | -6,194 |
Goodwill, Ending balance | $247,813 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Components of Identifiable Intangible Assets (Detail) (USD $) | Sep. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Gross value | $191,112 | $198,359 |
Accumulated amortization | -89,981 | -80,751 |
Net value | 101,131 | 117,608 |
Developed technology [Member] | ' | ' |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Gross value | 110,254 | 112,782 |
Accumulated amortization | -49,599 | -44,161 |
Net value | 60,655 | 68,621 |
Customer relationships [Member] | ' | ' |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Gross value | 57,871 | 61,783 |
Accumulated amortization | -31,578 | -30,155 |
Net value | 26,293 | 31,628 |
Licenses [Member] | ' | ' |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Gross value | 6,795 | 6,810 |
Accumulated amortization | -4,870 | -4,004 |
Net value | 1,925 | 2,806 |
In-process research and development [Member] | ' | ' |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Gross value | ' | 400 |
Accumulated amortization | ' | ' |
Net value | ' | 400 |
Other [Member] | ' | ' |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Gross value | 7,035 | 6,624 |
Accumulated amortization | -3,934 | -2,431 |
Net value | 3,101 | 4,193 |
Trade name [Member] | ' | ' |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Gross value | 9,157 | 9,960 |
Accumulated amortization | ' | ' |
Net value | $9,157 | $9,960 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Detail) (USD $) | Sep. 28, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 | $17,444 |
2015 | 16,754 |
2016 | 14,416 |
2017 | 13,412 |
2018 | $12,588 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 28, 2014 | |
Goodwill And Intangible Assets [Line Items] | ' |
Goodwill acquired | $2,467,000 |
United States [Member] | ' |
Goodwill And Intangible Assets [Line Items] | ' |
Goodwill acquired | 2,500,000 |
United States [Member] | Non Compete Agreement [Member] | ' |
Goodwill And Intangible Assets [Line Items] | ' |
Intangible assets acquired | $200,000 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Service period | '4 years |
Options expire period | '10 years |
Granted options to purchase ordinary shares | 522,101 |
Weighted average exercise price per share | $21.58 |
Weighted average fair value per share | $9.83 |
Maximum [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share-based awards granted under Tornier N.V.2010 Incentive Plan | 7,700,000 |
Restricted stock units [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Restricted stock unit, Granted | 364,026 |
Weighted-average grant date fair value, Granted | $20.87 |
Performance accelerated restricted stock units (PARS) [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Weighted average fair value per share | $19.24 |
Restricted stock unit, Granted | 100,000 |
Vesting period of performance accelerated restricted stock units | '3 years 4 months 24 days |
Performance accelerated restricted stock units (PARS) [Member] | Performance Based Restricted Stock Units Vesting After Two Years [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Graded service-based vesting rate of performance accelerated restricted stock units | 50.00% |
Performance accelerated restricted stock units (PARS) [Member] | Performance Based Restricted Stock Units Vesting After Third Year [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Graded service-based vesting rate of performance accelerated restricted stock units | 25.00% |
Performance accelerated restricted stock units (PARS) [Member] | Performance Based Restricted Stock Units Vesting After Fourth Year [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Graded service-based vesting rate of performance accelerated restricted stock units | 25.00% |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Allocation of Share-Based Compensation (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $2,349 | $1,684 | $6,869 | $4,753 |
Cost of goods sold [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 182 | 111 | 486 | 375 |
Selling, general and administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 1,957 | 1,448 | 5,857 | 3,973 |
Research and development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $209 | $125 | $526 | $405 |
ShareBased_Compensation_ShareB
Share-Based Compensation - Share-Based Compensation Weighted-Average Assumptions (Detail) | 9 Months Ended |
Sep. 28, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Risk-free interest rate | 1.90% |
Expected life in years | '6 years |
Expected volatility | 45.10% |
Expected dividend yield | 0.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | |
Income Taxes [Line Items] | ' | ' | ' | ' |
Effective tax rate | ' | ' | 1.90% | ' |
Pre-tax losses | ' | ' | $21,400,000 | ' |
Income tax expense | -477,000 | 943,000 | -416,000 | 1,405,000 |
Additional tax benefit from reversal of reserves for uncertain tax positions | 600,000 | ' | 600,000 | ' |
European Jurisdiction [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Income tax expense | ' | ' | $200,000 | ' |
Capital_Stock_and_Earnings_Per1
Capital Stock and Earnings Per Share - Additional Information (Detail) | 9 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Dec. 29, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Ordinary shares, issued | 48,881,159 | ' | 48,508,612 |
Ordinary shares, outstanding | 48,881,159 | ' | 48,508,612 |
Aggregate outstanding options and restricted stock units | 3,500,000 | ' | 3,200,000 |
Options included in dilutive earnings per share | 0 | 0 | ' |
Special_Charges_Schedule_of_Sp
Special Charges - Schedule of Special Charges (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 |
Special Charges [Line Items] | ' | ' | ' | ' |
Acquisition, integration and distributor transition costs | ' | ' | $2,250 | $4,742 |
Reduction in contingent consideration liability | ' | ' | -5,327 | -4,947 |
Legal settlements | ' | ' | ' | 1,214 |
Other | ' | ' | 325 | ' |
Total | -4,366 | -3,918 | -994 | 1,009 |
OrthoHelix [Member] | ' | ' | ' | ' |
Special Charges [Line Items] | ' | ' | ' | ' |
Reduction in contingent consideration liability | ' | ' | -5,000 | -4,947 |
Restructuring charges | ' | ' | $1,431 | ' |
Special_Charges_Additional_Inf
Special Charges - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 28, 2014 | Sep. 29, 2013 | |
Special Charges [Line Items] | ' | ' |
Gain on reversal of earn out liability | ($5,327,000) | ($4,947,000) |
Acquisition, integration and distributor transition costs | 2,300,000 | 4,700,000 |
Other charges | 325,000 | ' |
Legal settlements | ' | 1,214,000 |
OrthoHelix [Member] | ' | ' |
Special Charges [Line Items] | ' | ' |
Gain on reversal of earn out liability | -5,000,000 | -4,947,000 |
Restructuring charges | $1,431,000 | ' |
Special_Charges_Activity_in_Re
Special Charges - Activity in Restructuring Accrual (Detail) (OrthoHelix restructuring initiative [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2014 |
Restructuring Cost and Reserve [Line Items] | ' |
OrthoHelix restructuring accrual, beginning balance | $381 |
Restructuring charges | 1,431 |
Payments for restructuring | -1,449 |
OrthoHelix restructuring initiative accrual, ending balance | 363 |
Employee termination benefits [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring charges | 631 |
Payments for restructuring | -650 |
Moving, professional fees and other initiative-related expenses [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring charges | 800 |
Payments for restructuring | ($799) |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (Subsequent Event [Member]) | 0 Months Ended | |
Oct. 27, 2014 | Oct. 27, 2014 | |
Representatives | ||
Subsequent Event [Line Items] | ' | ' |
Percentage of ownership | 48.00% | 48.00% |
Number of representatives in director board | 5 | 5 |
Wright [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Common stock conversion | 1.0309 | ' |
Percentage of ownership | ' | 52.00% |
Number of representatives in director board | ' | 5 |