Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 27, 2015 | Nov. 02, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 27, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TRNX | |
Entity Registrant Name | Wright Medical Group N.V. | |
Entity Central Index Key | 1,492,658 | |
Current Fiscal Year End Date | --12-27 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 102,652,098 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 30,111 | $ 27,940 |
Accounts receivable (net of allowance of $7,002 and $5,779, respectively) | 62,303 | 63,583 |
Inventories | 83,668 | 88,662 |
Deferred income taxes | 5,888 | 6,817 |
Prepaid taxes | 11,766 | 12,858 |
Prepaid expenses | 3,616 | 4,613 |
Other current assets | 5,632 | 5,228 |
Total current assets | 202,984 | 209,701 |
Instruments, net | 59,728 | 62,888 |
Property, plant and equipment, net | 42,632 | 44,662 |
Goodwill | 238,505 | 244,782 |
Intangible assets, net | 79,610 | 95,120 |
Deferred income taxes | 627 | 128 |
Other assets | 1,192 | 1,294 |
Total assets | 625,278 | 658,575 |
Current liabilities: | ||
Short-term borrowings and current portion of long-term debt | 8,354 | 7,394 |
Accounts payable | 15,306 | 15,073 |
Accrued liabilities | 56,905 | 59,109 |
Income taxes payable | 2,133 | 887 |
Contingent consideration, current | 1,989 | |
Deferred income taxes | 8 | 9 |
Total current liabilities | 82,706 | 84,461 |
Long-term debt | 77,774 | 68,105 |
Deferred income taxes | 17,375 | 18,498 |
Other non-current liabilities | 8,196 | 8,621 |
Total liabilities | 186,051 | 179,685 |
Shareholders' equity: | ||
Ordinary shares, €0.03 par value; authorized 175,000,000; issued and outstanding 49,295,455 and 48,974,449 at September 27, 2015 and December 28, 2014, respectively | 1,950 | 1,939 |
Additional paid-in capital | 791,756 | 783,335 |
Accumulated deficit | (326,882) | (301,629) |
Accumulated other comprehensive loss | (27,597) | (4,755) |
Total shareholders' equity | 439,227 | 478,890 |
Total liabilities and shareholders' equity | $ 625,278 | $ 658,575 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Sep. 27, 2015USD ($)shares | Sep. 27, 2015€ / shares | Dec. 28, 2014USD ($)shares | Dec. 28, 2014€ / shares |
Statement of Financial Position [Abstract] | ||||
Accounts receivable, allowance | $ | $ 7,002 | $ 5,779 | ||
Ordinary shares, par value | € / shares | € 0.03 | € 0.03 | ||
Ordinary shares, authorized | 175,000,000 | 175,000,000 | ||
Ordinary shares, issued | 49,295,455 | 48,974,449 | ||
Ordinary shares, outstanding | 49,295,455 | 48,974,449 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 74,944 | $ 76,675 | $ 246,257 | $ 252,550 |
Cost of goods sold | 16,427 | 18,010 | 55,100 | 61,701 |
Gross profit | 58,517 | 58,665 | 191,157 | 190,849 |
Operating expenses: | ||||
Selling, general and administrative | 55,416 | 57,127 | 174,622 | 178,479 |
Research and development | 4,972 | 6,055 | 16,783 | 17,845 |
Amortization of intangible assets | 4,004 | 4,274 | 12,051 | 12,928 |
Special charges | 2,657 | (4,366) | 6,860 | (994) |
Total operating expenses | 67,049 | 63,090 | 210,316 | 208,258 |
Operating loss | (8,532) | (4,425) | (19,159) | (17,409) |
Other income (expense): | ||||
Interest income | 64 | 18 | 82 | 126 |
Interest expense | (1,419) | (1,250) | (4,171) | (3,964) |
Foreign currency transaction loss | (315) | (152) | (410) | (195) |
Other non-operating income | 60 | 11 | 148 | 20 |
Loss before income taxes | (10,142) | (5,798) | (23,510) | (21,422) |
Income tax (expense) benefit | (652) | 477 | (1,743) | 416 |
Consolidated net loss | $ (10,794) | $ (5,321) | $ (25,253) | $ (21,006) |
Net loss per share: | ||||
Basic and diluted | $ (0.22) | $ (0.11) | $ (0.51) | $ (0.43) |
Weighted average shares outstanding: | ||||
Basic and diluted | 49,279 | 48,832 | 49,116 | 48,656 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net loss | $ (10,794) | $ (5,321) | $ (25,253) | $ (21,006) |
Foreign currency translation adjustments | (1,536) | (18,022) | (22,842) | (23,523) |
Comprehensive loss | $ (12,330) | $ (23,343) | $ (48,095) | $ (44,529) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (25,253) | $ (21,006) |
Adjustments to reconcile consolidated net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 30,549 | 30,594 |
Non-cash foreign currency loss | 387 | 176 |
Deferred income taxes | (2,812) | (5,254) |
Share-based compensation | 6,512 | 6,869 |
Non-cash interest expense and discount amortization | 733 | 565 |
Inventory obsolescence | 8,568 | 8,389 |
Loss (gain) on contingent consideration liabilities | 618 | (5,327) |
Acquired inventory step up | 577 | |
Other non-cash items affecting earnings | 410 | 312 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (774) | (1,015) |
Inventories | (9,316) | (21,586) |
Accounts payable and accruals | 2,973 | 4,213 |
Other current assets and liabilities | 29 | (2,713) |
Other non-current assets and liabilities | 283 | 689 |
Net cash provided by (used in) operating activities | 12,907 | (4,517) |
Cash flows from investing activities: | ||
Acquisition-related cash payments | (2,000) | |
Purchases of intangible assets | (360) | (20) |
Additions of instruments | (14,089) | (18,749) |
Purchases of property, plant and equipment | (4,544) | (8,128) |
Net cash used in investing activities | (18,993) | (28,897) |
Cash flows from financing activities: | ||
Change in short-term debt | 1,000 | 6,000 |
Repayment of note payable | (723) | |
Repayments of long-term debt | (1,047) | |
Proceeds from long-term debt | 10,067 | 477 |
Deferred financing costs | (114) | |
Contingent consideration payments | (2,607) | (6,793) |
Issuance of ordinary shares from stock option exercises | 1,734 | 2,844 |
Proceeds from issuance of ordinary shares | 224 | 284 |
Net cash provided by financing activities | 9,257 | 2,089 |
Effect of exchange rate changes on cash and cash equivalents | (1,000) | 471 |
Increase (decrease) in cash and cash equivalents | 2,171 | (30,854) |
Cash and cash equivalents: | ||
Beginning of period | 27,940 | 56,784 |
End of period | 30,111 | 25,930 |
Non-cash investing and financing activities: | ||
Fixed assets acquired pursuant to capital lease | $ 694 | $ 861 |
Business Description
Business Description | 9 Months Ended |
Sep. 27, 2015 | |
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 12 sales offices throughout Europe, Asia, Australia and Canada. On October 1, 2015, the Company completed its previously announced merger (Merger) with Wright Medical Group, Inc. (Wright). See Note 14 to the consolidated financial statements for additional information regarding the Merger. Also on October 1, 2015, in connection with the Merger, the Company completed its previously announced divestiture of the U.S. rights to the Company’s Salto Talaris and Salto Talaris XT line of ankle replacement products and the Company’s line of silastic toe replacement products, among other assets, for cash. See Note 14 to the consolidated financial statements for additional information regarding the divestiture. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 27, 2015 | |
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 September 2015, the FASB issued ASU 2015-16, Business Combinations (ASC Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In July 2015, the FASB issued ASU 2015-11, Inventory (ASC Topic 330): Simplifying the Measurement of Inventory In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements ASC Topic 205 and Property, Plant, and Equipment Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity The Company has evaluated recent accounting pronouncements through ASU 2015-16 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 Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 27, 2015 | |
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 Level 2 Level 3 A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at September 27, 2015 and December 28, 2014 are as follows: September 27, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 30,111 $ 30,111 $ — $ — Derivative liabilities (174 ) — (174 ) — Total, net $ 29,937 $ 30,111 $ (174 ) $ — December 28, 2014 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 27,940 $ 27,940 $ — $ — Contingent consideration (1,989 ) — — (1,989 ) Derivative liabilities (502 ) — (502 ) — Total, net $ 25,449 $ 27,940 $ (502 ) $ (1,989 ) As of September 27, 2015 and December 28, 2014, the Company had derivative liabilities of $0.2 million and $0.5 million, respectively, with recurring Level 2 fair value measurements. The derivative liabilities balance is included in the accrued liabilities line item on the consolidated balance sheet. The derivatives are foreign exchange forward contracts and their fair values are based on pricing for similar recently executed transactions. The amount of loss recognized in foreign currency transactions for the nine months ended September 27, 2015 and September 28, 2014 related to these derivatives is $2.6 million and $1.6 million, respectively. There were no Level 3 contingent consideration liabilities remaining as of September 27, 2015. Included in Level 3 fair value measurements as of December 28, 2014 was: (i) a $0.5 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, (ii) a $1.4 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 (iii) a $0.1 million contingent consideration liability related to potential earn-out payments for the acquisition of a distributor in Australia that was completed in 2013. All outstanding contingent consideration liabilities as of December 28, 2014 were resolved in 2015. There were no transfers between levels during the periods presented. A rollforward of the Level 3 contingent consideration liability for the nine months ended September 27, 2015 is as follows (in thousands): Contingent consideration liability at December 28, 2014 $ 1,989 Additions — Fair value adjustments 618 Settlements (2,607 ) Interest accretion 7 Foreign currency translation (7 ) Contingent consideration liability at September 27, 2015 $ — 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 27, 2015 and September 28, 2014, the Company recognized no impairments. As of September 27, 2015 and December 28, 2014, the Company had short-term and long-term debt of $86.1 million and $75.5 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. 27, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventory balances consist of the following (in thousands): September 27, 2015 December 28, 2014 Raw materials $ 6,027 $ 7,769 Work-in-process 7,963 9,197 Finished goods 69,678 71,696 Total $ 83,668 $ 88,662 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 27, 2015 | |
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 27, 2015 December 28, 2014 Land $ 1,352 $ 1,481 Building and improvements 12,139 12,828 Machinery and equipment 29,644 30,892 Furniture, fixtures and office equipment 26,370 27,649 Software 16,436 4,672 Construction in progress 1,067 10,663 Property, plant and equipment, gross 87,008 88,185 Accumulated depreciation (44,376 ) (43,523 ) Property, plant and equipment, net $ 42,632 $ 44,662 During the first quarter of 2015, the Company completed the implementation of its Enterprise Resource Planning system in the United States which resulted in a balance reclassification from Construction in progress to Software. |
Instruments
Instruments | 9 Months Ended |
Sep. 27, 2015 | |
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 27, 2015 December 28, 2014 Instruments $ 109,061 $ 106,788 Instruments in process 24,644 23,456 Accumulated depreciation (73,977 ) (67,356 ) Instruments, net $ 59,728 $ 62,888 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 27, 2015 | |
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 28, 2014 $ 244,782 Foreign currency translation (6,277 ) Balance at September 27, 2015 $ 238,505 The components of identifiable intangible assets are as follows (in thousands): Gross value Accumulated amortization Net value Balances at September 27, 2015 Intangible assets subject to amortization: Developed technology $ 105,982 $ (56,156 ) $ 49,826 Customer relationships 52,128 (32,521 ) 19,607 Licenses 7,148 (6,072 ) 1,076 Other 6,349 (5,717 ) 632 Intangible assets not subject to amortization: Trade name 8,469 — 8,469 Total $ 180,076 $ (100,466 ) $ 79,610 Gross value Accumulated amortization Net value Balances at December 28, 2014 Intangible assets subject to amortization: Developed technology $ 108,868 $ (51,107 ) $ 57,761 Customer relationships 56,008 (31,656 ) 24,352 Licenses 6,827 (5,145 ) 1,682 Other 6,958 (4,410 ) 2,548 Intangible assets not subject to amortization: Trade name 8,777 — 8,777 Total $ 187,438 $ (92,318 ) $ 95,120 Estimated annual amortization expense for fiscal years ending 2015 through 2019 is as follows (in thousands): Amortization expense 2015 $ 15,983 2016 13,622 2017 12,517 2018 11,699 2019 10,321 During the nine months ended September 28, 2014, the Company acquired intangible assets in the form of non-compete agreements and goodwill in the aggregate amount of $2.7 million related to the acquisition of certain U.S. distributors and independent sales agencies. |
Debt
Debt | 9 Months Ended |
Sep. 27, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt A summary of debt is as follows (in thousands): September 27, 2015 December 28, 2014 Line of credit $ 7,000 $ 6,000 Mortgages 2,630 3,553 Bank term debt 74,464 63,743 Shareholder debt 2,034 2,203 Total debt 86,128 75,499 Less current portion (8,354 ) (7,394 ) Long-term debt $ 77,774 $ 68,105 Line of Credit On October 4, 2012, the Company, and one of its U.S. operating subsidiaries, Tornier, Inc. (Tornier USA), entered into a credit agreement with Bank of America, N.A., as Administrative Agent, SG Americas Securities, LLC, as Syndication Agent, BMO Capital Markets and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other lenders party thereto. The credit facility included a senior secured revolving credit facility to Tornier USA denominated at the election of Tornier USA, in U.S. dollars, Euros, pounds sterling, and yen in an aggregate principal amount of up to the U.S. dollar equivalent of $30.0 million. Funds available under the revolving credit facility may be used for general corporate purposes. Loans under the revolving credit facility bore interest at (a) the alternate base rate (if denominated in U.S. dollars), equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 1/2 of 1%, and (iii) the adjusted LIBO rate plus 1%, plus in the case of each of (i)-(iii) above, Mortgages The Company has mortgages secured by an office building in Montbonnot, France. These mortgages had an outstanding balance of $2.6 million and $3.6 million at September 27, 2015 and December 28, 2014, respectively, and bear fixed annual interest rates of 2.55%-4.9%. Bank Term Debt In addition to the senior secured revolving credit facility discussed above, the credit agreement entered into on October 4, 2012 also provided for an aggregate credit commitment to Tornier USA of $115.0 million, consisting of: (1) a senior secured term loan facility to Tornier USA denominated in U.S. dollars in an aggregate principal amount of up to $75.0 million (USD term facility); and (2) a senior secured term loan facility to Tornier USA denominated in Euros in an aggregate principal amount of up to the U.S. dollar equivalent of $40.0 million. The senior secured term loan facility denominated in Euros was repaid in full during 2013. The borrowings under the term loan facilities were used to pay the cash purchase consideration for the OrthoHelix acquisition, and fees, costs and expenses incurred in connection with the acquisition and the credit agreement and to repay prior existing indebtedness of the Company and its subsidiaries. On March 13, 2015, Tornier USA entered into an incremental term facility amendment. Under terms of the amendment, the senior secured term loan facility denominated in U.S. dollars available to Tornier was increased by an additional aggregate principal amount of $10.0 million with the amortization schedule revised to reflect the additional term loan advance. The proceeds were used for general corporate purposes. The amendment provided for no other changes to covenants or events of default under the credit facility, and provided for no change to any guaranty or collateral relating to the credit agreement. The term loans were scheduled to mature in October 2017. On October 1, 2015, in connection with the consummation of the Merger, the Company terminated all commitments and repaid all outstanding indebtedness under the credit agreement, including without limitation the outstanding term loans. See Note 14 to the consolidated financial statements for additional information. Borrowings under these term debt facilities within the credit agreement as of September 27, 2015 and December 28, 2014 were as follows: September 27, 2015 December 28, 2014 Senior secured U.S dollar term loan $ 74,031 $ 64,031 Deferred financing cost (1,774 ) (2,315 ) Total $ 72,257 $ 61,716 The USD term facility bore interest at (a) the alternate base rate (if denominated in U.S. dollars), equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 1/2 of 1%, and (iii) the adjusted LIBO rate, with a floor of 1% (as defined in the new credit agreement) plus 1%, plus in the case of each of (i)-(iii) above, an applicable rate of 2.00% or 2.25% (depending on the Company’s total net leverage ratio as defined in the Company’s credit agreement), or (b) in the case of a Eurocurrency loan (as defined in the Company’s credit agreement), at the applicable adjusted LIBO rate for the relevant interest period plus an applicable rate of 3.00% or 3.25% (depending on the Company’s total net leverage ratio), plus the mandatory cost (as defined in the credit agreement) if such loan was made in a currency other than U.S. dollars or from a lending office in the United Kingdom or a participating member state (as defined in the credit agreement). The credit agreement, including the term loan and the revolving line of credit, contained covenants, including financial covenants which required the Company to maintain minimum interest coverage, annual capital expenditure limits and maximum total net leverage ratios, and customary events of default. The obligations under the credit agreement were guaranteed by the Company, Tornier USA and certain other specified subsidiaries of the Company, and subject to certain exceptions, were secured by a first priority security interest in substantially all of the assets of the Company and certain specified existing and future subsidiaries of the Company. Additionally, the credit agreement included a restriction on the Company’s ability to pay dividends. The Company was in compliance with all covenants as of September 27, 2015. Also included in bank term debt at September 27, 2015 and December 28, 2014 is $1.8 million and $1.6 million related to capital leases, respectively, and a $0.4 million Euro loan. Shareholder Debt In 2008, one of the Company’s 51%-owned and consolidated subsidiaries borrowed $2.2 million from a member of the Company’s board of directors who is also a 49% owner of the consolidated subsidiary. This loan was used to partially fund the purchase of real estate in Grenoble, France, to be used as a manufacturing facility. Interest on the debt is variable based on three-month Euro Libor rate plus 0.5% and has no stated term. The outstanding balance on this debt was $2.0 million and $2.2 million as of September 27, 2015 and December 28, 2014, respectively. The non-controlling interest in this subsidiary is deemed immaterial to the consolidated financial statements. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 27, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 9. Share-Based Compensation Share-based awards historically have been granted by the Company under the Tornier N.V. 2010 Amended and Restated Incentive Plan (the 2010 Plan). This plan allowed for the issuance of up to a maximum of 10.2 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. Under the terms of the merger agreement with Wright, the Company was prohibited from granting additional share-based awards under the 2010 Plan or otherwise. In connection with the consummation of the Merger, certain amendments to the 2010 Plan became effective, including a change in the name of the plan to the “Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan,” an increase in the number of ordinary shares available for issuance, and revisions to provide for the issuance of awards under the plan that qualify for the “performance based compensation” exception to Section 162(m) of the Internal Revenue Code of 1986, as amended. The amendments were reflected in an amended and restated version of the plan, which was approved by the Company’s shareholders at the Extraordinary General Meeting held on June 18, 2015, subject to and effective upon completion of the Merger. 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 27, 2015 September 28, 2014 September 27, 2015 September 28, 2014 (unaudited) (unaudited) Cost of goods sold $ 187 $ 182 $ 548 $ 486 Selling, general and administrative 1,495 1,957 5,379 5,857 Research and development 171 209 585 526 Total $ 1,853 $ 2,348 $ 6,512 $ 6,869 During the nine months ended September 27, 2015, the Company did not grant options or RSUs due to the then pending merger with Wright. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company’s effective tax rate for the nine months ended September 27, 2015 was negative 7.4%. During the nine months ended September 27, 2015, the Company recognized $1.7 million of income tax expense on pre-tax losses of $23.5 million. The Company recognized $1.1 million of tax expense in certain European jurisdictions and $0.6 million in the United States during the nine months ended September 27, 2015. 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. 27, 2015 | |
Earnings Per Share [Abstract] | |
Capital Stock and Earnings Per Share | 11. Capital Stock and Earnings Per Share The Company had 49.3 million and 49.0 million ordinary shares issued and outstanding as of September 27, 2015 and December 28, 2014, respectively. The Company had options to purchase ordinary shares and RSUs outstanding of an aggregate 2.9 million and 3.1 million at September 27, 2015 and December 28, 2014, respectively. None of the options or RSUs were included in diluted earnings per share for the nine months ended September 27, 2015 and September 28, 2014 because the Company recorded a net loss in those periods; and therefore, including these instruments would be anti-dilutive. At the effective time of the Merger, the Company’s articles of association were amended to increase its authorized capital from €5,250,000 to €9,600,000 and to increase its authorized number of ordinary shares from 175 million to 320 million. |
Special Charges
Special Charges | 9 Months Ended |
Sep. 27, 2015 | |
Text Block [Abstract] | |
Special Charges | 12. 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 27, 2015 September 28, 2014 Acquisition, integration and distributor transition costs $ 691 $ 2,250 Wright merger-related charges 8,169 — Reduction in contingent consideration liability — (5,000 ) OrthoHelix restructuring charges — 1,431 Instrument use tax refund (2,000 ) — Other — 325 Total $ 6,860 $ (994 ) Included in special charges for the nine months ended September 27, 2015 was $0.8 million of expenses related to U.S. distributor transitions, $8.2 million of merger-related expenses related to the then pending merger with Wright, $0.1 million in gain on the reversal of an earnout liability related to the Company’s acquisition of a stocking distributor in Australia, and a credit of $2.0 million due to an instrument use tax refund. Included in special charges for the nine months ended September 28, 2014 was $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. |
Litigation
Litigation | 9 Months Ended |
Sep. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 13. 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. On November 25, 2014, a class action complaint was filed in the Court of Chancery of the state of Delaware (Delaware Chancery Court), by a purported shareholder of Wright under the caption Paul Parshall v. Wright Medical Group, Inc., et al No. 10400-CB. Also on November 25, 2014, a second class action complaint was filed in the Chancery Court of Shelby County Tennessee, for the Thirtieth Judicial District, at Memphis (Tennessee Chancery Court), by a purported shareholder of Wright under the caption Anthony Marks as Trustee for Marks Clan Super v. Wright Medical Group, Inc., et al. Anthony Marks as Trustee for Marks Clan Super v. Wright Medical Group, Inc., et al., On March 2, 2015, the Delaware Chancery Court consolidated Paul Parshall v. Wright Medical Group, Inc., et al Anthony Marks as Trustee for Marks Clan Super v. Wright Medical Group, Inc., et al. In re Wright Medical Group, Inc. Stockholders Litigation, C.A. On November 26, 2014, a third class action complaint was filed in the Circuit Court of Tennessee, for the Thirtieth Judicial District, at Memphis (Tennessee Circuit Court), by a purported shareholder of Wright under the caption City of Warwick Retirement System v. Gary D. Blackford et al. On December 2, 2014, a fourth class action complaint was filed in the Tennessee Chancery Court by a purported shareholder of Wright under the caption Paulette Jacques v. Wright Medical Group, Inc., et al On March 24, 2015, a fifth class action complaint was filed in the Delaware Chancery Court, by a purported shareholder of Wright under the caption Michael Prince v. Robert J. Palmisano, et al. In an order dated March 31, 2015, the Tennessee Circuit Court transferred City of Warwick Retirement System v. Gary D. Blackford et al Paulette Jacques v. Wright Medical Group, Inc., et al On May 28, 2015, the parties to the Consolidated Delaware Action reached an agreement-in-principle to settle the cases, which has been memorialized in a memorandum of understanding. In connection with the contemplated settlement, Wright and the Company agreed to make certain supplemental disclosures in the Company’s publicly-filed Securities and Exchange Commission Form S-4 registration statement, which were sought by the plaintiffs in connection with the Consolidated Delaware Action. The parties to the Consolidated Delaware Action also expect that, in connection with the contemplated settlement, counsel for plaintiffs will make an application for an award of attorneys’ fees. The contemplated settlement will be subject to customary conditions, including completion of appropriate settlement documentation, approval by the court, notice to the class and a hearing, and consummation of the Merger. There can be no assurance that the contemplated settlement will be finalized or that court approval will be granted. None of the lawsuits has formally specified an amount of alleged damages. As a result, the Company is unable to reasonably estimate the possible loss or range of losses, if any, arising from the lawsuits. The Company believes that these lawsuits are without merit. In the opinion of management, as of September 27, 2015, 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 or financial position. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 27, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Merger with Wright Medical Group, Inc. On October 1, 2015, the Company completed its previously announced merger with Wright. Pursuant to the terms of the agreement and plan of merger (Merger Agreement), dated as of October 27, 2014, among the Company, Wright, Holdco, and Merger Sub, Merger Sub merged with and into Wright, with Wright continuing as the surviving company and an indirect, wholly-owned subsidiary of the Company following the transaction. Upon completion of the Merger, the Company was renamed “Wright Medical Group N.V.” At the effective time and as a result of the Merger, each share of Wright common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.0309 newly issued ordinary shares of the Company. No fractional shares were issued as a result of the Merger. Any Wright shareholder who would otherwise be entitled to receive a fraction of an ordinary share of the Company pursuant to the Merger was paid an amount in cash determined in accordance with the amount of their fractional share interest, instead of such fractional share. 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 were outstanding immediately prior to the effective time of the Merger, became immediately vested and converted into and became, respectively, options to purchase ordinary shares of the Company and with respect to all other Wright equity awards, awards based on ordinary shares of the Company, 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. In connection with the Merger, the Company issued 53,080,978 ordinary shares, or approximately $1.1 billion in ordinary shares, based on the closing sale price of the Company’s ordinary shares of $20.67 per share, on October 1, 2015. In connection with the closing of the merger, legacy Wright shares were delisted and deregistered under the federal securities laws, and Tornier shares were changed to ordinary shares of Wright Medical Group N.V. Effective upon completion of the Merger, Robert J. Palmisano, Wright’s president and chief executive officer, became president and chief executive officer of the combined company and David H. Mowry, the president and chief executive officer of the Company became executive vice president and chief operating officer of the combined company. The board of directors of the combined company is comprised of five representatives from Wright’s prior board of directors and five representatives from the Company’s prior board of directors, including Mr. Palmisano and Mr. Mowry. The Merger will be accounted for as a “reverse acquisition” pursuant to which Wright will be considered the acquiring entity for accounting purposes. As such, Wright will allocate the total purchase consideration to the Company’s tangible and identifiable intangible assets and liabilities based on their relative fair values at October 1, 2015, the date of the completion of the Merger. Wright’s historical results of operations will replace the Company’s historical results of operations for all periods prior to the Merger; after completion of the Merger, the results of operations of both companies will be included in the combined company’s financial statements. This Quarterly Report on Form 10-Q relates to the Company’s quarter ended September 27, 2015, which was completed prior to consummation of the merger. The first periodic report that will include results of operations for Wright will be the Company’s Annual Report on Form 10-K for its fiscal year ending December 27, 2015. The unaudited pro forma revenues of the combined entity for the nine months ended September 27, 2015 is $475.0 million. The unaudited pro forma revenues of the combined entity are based on the historical financial revenue of the Company and Wright as if the Merger had been completed as of the beginning of fiscal year 2015. The historical Wright revenue information for the nine months ended September 27, 2015 is based on the period from January 1, 2015 to September 30, 2015. The Company’s financial information is on a 4-4-5 calendar while Wright’s financial information is based on the Gregorian calendar. The unaudited pro forma revenue is not indicative of the results that actually would have been obtained if the Merger had occurred as of the beginning of fiscal year 2015 and does not exclude the revenues divested as a part of the transaction for the nine months ended September 27, 2015 of $9.8 million. Because the initial accounting for the business combination is incomplete at this time, the Company is unable to provide the pro forma revenue and purchase price allocation of the combined entity. Repayment of Certain Indebtedness and Termination of Credit Facility On October 1, 2015, in connection with the consummation of the Merger, the Company terminated all commitments and repaid approximately $81.2 million in outstanding indebtedness, which constituted all amounts outstanding under the credit agreement described in Note 8 to the consolidated financial statements. As of September 27, 2015, the Company had $74.0 million in outstanding term debt under the credit agreement and an outstanding balance under the line of credit of $7.0 million. The Company did not incur any early termination penalties in connection with such repayment and termination. Convertible Senior Notes As a result of the Merger, all of the outstanding indebtedness of Wright became the obligation of the Company. As of the closing date of the Merger, Wright had outstanding $632.5 million aggregate principal amount of 2.00% Cash Convertible Senior Notes due 2020 (2020 Notes) pursuant to an indenture, dated as of February 13, 2015 between Wright and The Bank of New York Mellon Trust Company, N.A., as Trustee (2020 Notes Indenture) and $60.0 million aggregate principal amount of 2.00% Convertible Senior Notes due 2017 (2017 Notes) pursuant to an indenture, dated as of August 31, 2012 between Wright and The Bank of New York Mellon Trust Company, N.A., as Trustee (2017 Notes Indenture). Within 90 days of the effective time of the Merger, the Company is obligated to execute a supplemental indenture, fully and unconditionally guaranteeing, on a senior unsecured basis, Wright’s obligations relating to the $632.5 million aggregate principal amount of 2020 Notes. At the effective time and as a result of the Merger, (i) all calculations and other determinations with respect to the 2020 Notes previously based on references to Wright common stock will be calculated or determined by reference to the Company’s ordinary shares, and (ii) the Conversion Rate (as defined in the 2020 Notes Indenture) for the 2020 Notes will initially be equal to 33.39487 ordinary shares of the Company (subject to adjustment as provided in the 2020 Notes Indenture) per $1,000 principal amount of the 2020 Notes (subject to, and in accordance with, the settlement provisions of the 2020 Notes Indenture). Contingent Value Rights At the effective time of the Merger, the Company assumed all of Wright’s rights and obligations with respect to Wright’s contingent value rights (CVRs) in accordance with the Contingent Value Rights Agreement between Wright and the Trustee, dated as of March 1, 2013 (CVR Agreement). Wright issued the CVRs as part of the merger consideration in connection with its acquisition of BioMimetic Therapeutics, Inc. (BioMimetic). In connection with its assumption of the CVR Agreement, the Company will be subject to all of the obligations of Wright outlined in the CVR Agreement. Each CVR entitles its holder to receive the following payments upon achievement of the following milestones: (1) receipt by Wright or its affiliates of the first FDA Approval of AUGMENT Bone Graft based on its pre-market approval application no. 100006 submitted to the FDA on June 28, 2012 (Approval Milestone), (2) certain product sales milestones, as described in the CVR Agreement, relating to products containing technology owned or controlled by BioMimetic prior to the original execution of the CVR Agreement. The Approval Milestone was achieved as of September 1, 2015, and, as a result $3.50 in cash per CVR was paid by Wright on September 30, 2015 to holders of record as of September 25, 2015. Divestiture of Certain Ankle Replacement and Silastic Toe Replacement Products On October 1, 2015, the Company completed its previously announced divestiture of the U.S. rights to the Company’s Salto Talaris and Salto Talaris XT line of ankle replacement products and line of silastic toe replacement products, among other assets, for cash. The Company retained the right to sell these products outside the United States for up to 20 years unless the purchaser exercises an option to purchase the ex-United States rights to the products. In connection with the closing of the transaction, the Company entered into customary ancillary agreements with the purchaser, including, among others, a Transition Services Agreement, Transitional Supply Agreement, a Trademark License Agreement and an IP License Agreement. The completion of the asset divestiture was subject to and contingent upon the completion of the Merger and the Company believes was necessary in order to obtain U.S. Federal Trade Commission approval of the Merger. Outstanding Litigation and Contingencies Wright is subject to outstanding litigation which is described under “Part II. Other Information -Item 1. Legal Proceedings” of this report. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 27, 2015 | |
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 September 2015, the FASB issued ASU 2015-16, Business Combinations (ASC Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In July 2015, the FASB issued ASU 2015-11, Inventory (ASC Topic 330): Simplifying the Measurement of Inventory In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements ASC Topic 205 and Property, Plant, and Equipment Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity The Company has evaluated recent accounting pronouncements through ASU 2015-16 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 Level 2 Level 3 A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at September 27, 2015 and December 28, 2014 are as follows: September 27, 2015 Quoted Prices in Significant Significant Cash and cash equivalents $ 30,111 $ 30,111 $ — $ — Derivative liabilities (174 ) — (174 ) — Total, net $ 29,937 $ 30,111 $ (174 ) $ — December 28, 2014 Quoted Prices in Significant Significant Cash and cash equivalents $ 27,940 $ 27,940 $ — $ — Contingent consideration (1,989 ) — — (1,989 ) Derivative liabilities (502 ) — (502 ) — Total, net $ 25,449 $ 27,940 $ (502 ) $ (1,989 ) As of September 27, 2015 and December 28, 2014, the Company had derivative liabilities of $0.2 million and $0.5 million, respectively, with recurring Level 2 fair value measurements. The derivative liabilities balance is included in the accrued liabilities line item on the consolidated balance sheet. The derivatives are foreign exchange forward contracts and their fair values are based on pricing for similar recently executed transactions. The amount of loss recognized in foreign currency transactions for the nine months ended September 27, 2015 and September 28, 2014 related to these derivatives is $2.6 million and $1.6 million, respectively. There were no Level 3 contingent consideration liabilities remaining as of September 27, 2015. Included in Level 3 fair value measurements as of December 28, 2014 was: (i) a $0.5 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, (ii) a $1.4 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 (iii) a $0.1 million contingent consideration liability related to potential earn-out payments for the acquisition of a distributor in Australia that was completed in 2013. All outstanding contingent consideration liabilities as of December 28, 2014 were resolved in 2015. There were no transfers between levels during the periods presented. A rollforward of the Level 3 contingent consideration liability for the nine months ended September 27, 2015 is as follows (in thousands): Contingent consideration liability at December 28, 2014 $ 1,989 Additions — Fair value adjustments 618 Settlements (2,607 ) Interest accretion 7 Foreign currency translation (7 ) Contingent consideration liability at September 27, 2015 $ — 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 27, 2015 and September 28, 2014, the Company recognized no impairments. As of September 27, 2015 and December 28, 2014, the Company had short-term and long-term debt of $86.1 million and $75.5 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 Instr22
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
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 27, 2015 and December 28, 2014 are as follows: September 27, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 30,111 $ 30,111 $ — $ — Derivative liabilities (174 ) — (174 ) — Total, net $ 29,937 $ 30,111 $ (174 ) $ — December 28, 2014 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 27,940 $ 27,940 $ — $ — Contingent consideration (1,989 ) — — (1,989 ) Derivative liabilities (502 ) — (502 ) — Total, net $ 25,449 $ 27,940 $ (502 ) $ (1,989 ) |
Summary of Contingent Consideration Liability | A rollforward of the Level 3 contingent consideration liability for the nine months ended September 27, 2015 is as follows (in thousands): Contingent consideration liability at December 28, 2014 $ 1,989 Additions — Fair value adjustments 618 Settlements (2,607 ) Interest accretion 7 Foreign currency translation (7 ) Contingent consideration liability at September 27, 2015 $ — |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Balances | Inventory balances consist of the following (in thousands): September 27, 2015 December 28, 2014 Raw materials $ 6,027 $ 7,769 Work-in-process 7,963 9,197 Finished goods 69,678 71,696 Total $ 83,668 $ 88,662 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Balances | Property, plant and equipment balances consist of the following (in thousands): September 27, 2015 December 28, 2014 Land $ 1,352 $ 1,481 Building and improvements 12,139 12,828 Machinery and equipment 29,644 30,892 Furniture, fixtures and office equipment 26,370 27,649 Software 16,436 4,672 Construction in progress 1,067 10,663 Property, plant and equipment, gross 87,008 88,185 Accumulated depreciation (44,376 ) (43,523 ) Property, plant and equipment, net $ 42,632 $ 44,662 |
Instruments (Tables)
Instruments (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
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 27, 2015 December 28, 2014 Instruments $ 109,061 $ 106,788 Instruments in process 24,644 23,456 Accumulated depreciation (73,977 ) (67,356 ) Instruments, net $ 59,728 $ 62,888 |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
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 28, 2014 $ 244,782 Foreign currency translation (6,277 ) Balance at September 27, 2015 $ 238,505 |
Components of Identifiable Intangible Assets | The components of identifiable intangible assets are as follows (in thousands): Gross value Accumulated amortization Net value Balances at September 27, 2015 Intangible assets subject to amortization: Developed technology $ 105,982 $ (56,156 ) $ 49,826 Customer relationships 52,128 (32,521 ) 19,607 Licenses 7,148 (6,072 ) 1,076 Other 6,349 (5,717 ) 632 Intangible assets not subject to amortization: Trade name 8,469 — 8,469 Total $ 180,076 $ (100,466 ) $ 79,610 Gross value Accumulated amortization Net value Balances at December 28, 2014 Intangible assets subject to amortization: Developed technology $ 108,868 $ (51,107 ) $ 57,761 Customer relationships 56,008 (31,656 ) 24,352 Licenses 6,827 (5,145 ) 1,682 Other 6,958 (4,410 ) 2,548 Intangible assets not subject to amortization: Trade name 8,777 — 8,777 Total $ 187,438 $ (92,318 ) $ 95,120 |
Estimated Annual Amortization Expense | Estimated annual amortization expense for fiscal years ending 2015 through 2019 is as follows (in thousands): Amortization expense 2015 $ 15,983 2016 13,622 2017 12,517 2018 11,699 2019 10,321 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Debt | A summary of debt is as follows (in thousands): September 27, 2015 December 28, 2014 Line of credit $ 7,000 $ 6,000 Mortgages 2,630 3,553 Bank term debt 74,464 63,743 Shareholder debt 2,034 2,203 Total debt 86,128 75,499 Less current portion (8,354 ) (7,394 ) Long-term debt $ 77,774 $ 68,105 |
Summary of Borrowings | Borrowings under these term debt facilities within the credit agreement as of September 27, 2015 and December 28, 2014 were as follows: September 27, 2015 December 28, 2014 Senior secured U.S dollar term loan $ 74,031 $ 64,031 Deferred financing cost (1,774 ) (2,315 ) Total $ 72,257 $ 61,716 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
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 27, 2015 September 28, 2014 September 27, 2015 September 28, 2014 (unaudited) (unaudited) Cost of goods sold $ 187 $ 182 $ 548 $ 486 Selling, general and administrative 1,495 1,957 5,379 5,857 Research and development 171 209 585 526 Total $ 1,853 $ 2,348 $ 6,512 $ 6,869 |
Special Charges (Tables)
Special Charges (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Text Block [Abstract] | |
Schedule of Special Charges | The table below summarizes amounts included in special charges for the related periods: Nine months ended September 27, 2015 September 28, 2014 Acquisition, integration and distributor transition costs $ 691 $ 2,250 Wright merger-related charges 8,169 — Reduction in contingent consideration liability — (5,000 ) OrthoHelix restructuring charges — 1,431 Instrument use tax refund (2,000 ) — Other — 325 Total $ 6,860 $ (994 ) |
Business Description - Addition
Business Description - Additional Information (Detail) | 9 Months Ended |
Sep. 27, 2015Office | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Local sales and distribution activities, number of offices | 12 |
Fair Value of Financial Instr31
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||
Contingent consideration | $ (1,989) | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||
Cash and cash equivalents | $ 30,111 | 27,940 |
Contingent consideration | (1,989) | |
Derivative liabilities | (174) | (502) |
Total, net | 29,937 | 25,449 |
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 | 30,111 | 27,940 |
Total, net | 30,111 | 27,940 |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||
Derivative liabilities | (174) | (502) |
Total, net | $ (174) | (502) |
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||
Contingent consideration | (1,989) | |
Total, net | $ (1,989) |
Fair Value of Financial Instr32
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Dec. 28, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration related to acquisition | $ 0 | $ 1,989,000 | |
Transfers between levels | 0 | $ 0 | |
Intangible impairment | 0 | 0 | |
Short-term and long-term debt | 86,128,000 | 75,499,000 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration related to acquisition | 0 | ||
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability, fair value | 200,000 | 500,000 | |
Foreign currency loss related to derivatives | $ 2,600,000 | $ 1,600,000 | |
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 | 500,000 | ||
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 | ||
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 | $ 1,400,000 |
Fair Value of Financial Instr33
Fair Value of Financial Instruments - Summary of Contingent Consideration Liability (Detail) $ in Thousands | 9 Months Ended |
Sep. 27, 2015USD ($) | |
Debt Instrument Fair Value Carrying Value [Abstract] | |
Contingent consideration liability at December 28, 2014 | $ 1,989 |
Additions | 0 |
Fair value adjustments | 618 |
Settlements | (2,607) |
Interest accretion | 7 |
Foreign currency translation | (7) |
Contingent consideration liability at September 27, 2015 | $ 0 |
Inventories - Inventory Balance
Inventories - Inventory Balances (Detail) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,027 | $ 7,769 |
Work-in-process | 7,963 | 9,197 |
Finished goods | 69,678 | 71,696 |
Total | $ 83,668 | $ 88,662 |
Property, Plant and Equipment -
Property, Plant and Equipment - Property, Plant and Equipment Balances (Detail) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Property Plant and Equipment Useful Life and Values [Abstract] | ||
Land | $ 1,352 | $ 1,481 |
Building and improvements | 12,139 | 12,828 |
Machinery and equipment | 29,644 | 30,892 |
Furniture, fixtures and office equipment | 26,370 | 27,649 |
Software | 16,436 | 4,672 |
Construction in progress | 1,067 | 10,663 |
Property, plant and equipment, gross | 87,008 | 88,185 |
Accumulated depreciation | (44,376) | (43,523) |
Property, plant and equipment, net | $ 42,632 | $ 44,662 |
Instruments - Instruments Inclu
Instruments - Instruments Included in Long-Term Assets (Detail) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Offsetting [Abstract] | ||
Instruments | $ 109,061 | $ 106,788 |
Instruments in process | 24,644 | 23,456 |
Accumulated depreciation | (73,977) | (67,356) |
Instruments, net | $ 59,728 | $ 62,888 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 27, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning balance | $ 244,782 |
Foreign currency translation | (6,277) |
Goodwill, Ending balance | $ 238,505 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets - Components of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | $ 180,076 | $ 187,438 |
Accumulated Amortization | (100,466) | (92,318) |
Net Value | 79,610 | 95,120 |
Developed Technology [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 105,982 | 108,868 |
Accumulated Amortization | (56,156) | (51,107) |
Net Value | 49,826 | 57,761 |
Customer Relationships [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 52,128 | 56,008 |
Accumulated Amortization | (32,521) | (31,656) |
Net Value | 19,607 | 24,352 |
Licenses [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 7,148 | 6,827 |
Accumulated Amortization | (6,072) | (5,145) |
Net Value | 1,076 | 1,682 |
Other [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 6,349 | 6,958 |
Accumulated Amortization | (5,717) | (4,410) |
Net Value | 632 | 2,548 |
Trade Name [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 8,469 | 8,777 |
Net Value | $ 8,469 | $ 8,777 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Detail) $ in Thousands | Sep. 27, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,015 | $ 15,983 |
2,016 | 13,622 |
2,017 | 12,517 |
2,018 | 11,699 |
2,019 | $ 10,321 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets - Additional Information (Detail) - United States [Member] $ in Millions | 9 Months Ended |
Sep. 28, 2014USD ($) | |
Goodwill And Intangible Assets [Line Items] | |
Goodwill acquired | $ 2.7 |
Non-Compete Agreements [Member] | |
Goodwill And Intangible Assets [Line Items] | |
Intangible assets acquired | $ 2.7 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Debt Disclosure [Abstract] | ||
Line of credit | $ 7,000 | $ 6,000 |
Mortgages | 2,630 | 3,553 |
Bank term debt | 74,464 | 63,743 |
Shareholder debt | 2,034 | 2,203 |
Total debt | 86,128 | 75,499 |
Total debt | 86,128 | 75,499 |
Less current portion | (8,354) | (7,394) |
Long-term debt | $ 77,774 | $ 68,105 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 27, 2015 | Dec. 28, 2014 | Dec. 31, 2008 | |
Debt Disclosure [Line Items] | |||
Borrowings | $ 7,000,000 | $ 6,000,000 | |
Euro loan | 72,257,000 | 61,716,000 | |
Senior Secured Revolving Credit Facility [Member] | |||
Debt Disclosure [Line Items] | |||
Senior secured revolving credit facility denominated in Dollars, Euros, Pounds, Sterling and Yen aggregate principal amount | 30,000,000 | ||
Borrowings | $ 7,000,000 | 6,000,000 | |
Additional Interest rate on unfunded balance | 0.50% | ||
Term Debt [Member] | |||
Debt Disclosure [Line Items] | |||
Interest spread on LIBOR | 1.00% | ||
Debt interest rate description | The USD term facility bore interest at (a) the alternate base rate (if denominated in U.S. dollars), equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 1/2 of 1%, and (iii) the adjusted LIBO rate, with a floor of 1% (as defined in the new credit agreement) plus 1%, plus in the case of each of (i)-(iii) above, an applicable rate of 2.00% or 2.25% (depending on the Company’s total net leverage ratio as defined in the Company’s credit agreement), or (b) in the case of a Eurocurrency loan (as defined in the Company’s credit agreement), at the applicable adjusted LIBO rate for the relevant interest period plus an applicable rate of 3.00% or 3.25% (depending on the Company’s total net leverage ratio), plus the mandatory cost (as defined in the credit agreement) if such loan was made in a currency other than U.S. dollars or from a lending office in the United Kingdom or a participating member state (as defined in the credit agreement). | ||
Credit agreement amount | $ 115,000,000 | ||
Capital leases included in term debt | 1,800,000 | 1,600,000 | |
Term Debt [Member] | European Subsidiaries [Member] | |||
Debt Disclosure [Line Items] | |||
Euro loan | $ 400,000 | ||
Term Debt [Member] | Senior secured term loan facility one [Member] | |||
Debt Disclosure [Line Items] | |||
Debt maturity date | October 2,017 | ||
Term Debt [Member] | Senior secured term loan facility two [Member] | |||
Debt Disclosure [Line Items] | |||
Debt maturity date | October 2,017 | ||
Shareholder Debt [Member] | |||
Debt Disclosure [Line Items] | |||
Loan payable | $ 2,000,000 | 2,200,000 | |
Interest rate description | Interest on the debt is variable based on three-month Euro Libor rate plus 0.5% and has no stated term. | ||
Shareholder Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Disclosure [Line Items] | |||
Interest spread on LIBOR | 0.50% | ||
Line of Credit [Member] | Senior Secured Revolving Credit Facility [Member] | |||
Debt Disclosure [Line Items] | |||
Interest spread on LIBOR | 1.00% | ||
Debt maturity date | October 2,017 | ||
Debt interest rate description | Funds available under the revolving credit facility may be used for general corporate purposes. Loans under the revolving credit facility bore interest at (a) the alternate base rate (if denominated in U.S. dollars), equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 1/2 of 1%, and (iii) the adjusted LIBO rate plus 1%, plus in the case of each of (i)-(iii) above, an applicable rate of 2.00% or 2.25% (depending on the Company’s total net leverage ratio as defined in its credit agreement), or (b) in the case of a Eurocurrency loan (as defined in the credit agreement), at the applicable adjusted LIBO rate for the relevant interest period plus an applicable rate of 3.00% or 3.25% (depending on the Company’s total net leverage ratio), plus the mandatory cost (as defined in the credit agreement) if such loan is made in a currency other than U.S. dollars or from a lending office in the United Kingdom or a participating member state (as defined in the credit agreement). Additionally, the Company was subject to a 0.5% interest rate related to the unfunded balance on the line of credit. | ||
Denominated in Dollars [Member] | Term Debt [Member] | Senior secured term loan facility one [Member] | |||
Debt Disclosure [Line Items] | |||
Euro loan | $ 75,000,000 | ||
Additional senior secured loan | 10,000,000 | ||
Denominated in Euros [Member] | Term Debt [Member] | Senior secured term loan facility two [Member] | |||
Debt Disclosure [Line Items] | |||
Euro loan | $ 40,000,000 | ||
Parent [Member] | Shareholder Debt [Member] | |||
Debt Disclosure [Line Items] | |||
Percentage of ownership interest by parent | 51.00% | ||
Director [Member] | Shareholder Debt [Member] | |||
Debt Disclosure [Line Items] | |||
Percentage of ownership interest by board of directors | 49.00% | ||
Borrowings from board of director | $ 2,200,000 | ||
Mortgages on Office Buildings [Member] | |||
Debt Disclosure [Line Items] | |||
Mortgage outstanding amount | $ 2,600,000 | $ 3,600,000 | |
Minimum [Member] | Mortgages on Office Buildings [Member] | |||
Debt Disclosure [Line Items] | |||
Mortgage bears fixed annual interest rate | 2.55% | ||
Maximum [Member] | Mortgages on Office Buildings [Member] | |||
Debt Disclosure [Line Items] | |||
Mortgage bears fixed annual interest rate | 4.90% |
Debt - Summary of Borrowings (D
Debt - Summary of Borrowings (Detail) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Debt And Capital Lease Obligations [Line Items] | ||
Total Term Debt, net of deferred financing costs | $ 72,257 | $ 61,716 |
U.S. Dollar Term Loan [Member] | ||
Debt And Capital Lease Obligations [Line Items] | ||
Senior secured U.S dollar term loan | 74,031 | 64,031 |
Deferred financing cost | $ (1,774) | $ (2,315) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) | 9 Months Ended |
Sep. 27, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based awards authorized under the Tornier NV 2010 Incentive Plan | 10,200,000 |
Service period | 4 years |
Options expire period | 10 years |
Options granted | 0 |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock unit, Granted | 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Allocation of Share-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | $ 1,853 | $ 2,348 | $ 6,512 | $ 6,869 |
Cost of Goods Sold [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | 187 | 182 | 548 | 486 |
Selling, General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | 1,495 | 1,957 | 5,379 | 5,857 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | $ 171 | $ 209 | $ 585 | $ 526 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Income Taxes [Line Items] | ||||
Effective tax rate | (7.40%) | |||
Pre-tax losses | $ 23,500 | |||
Income tax expense | $ (652) | $ 477 | (1,743) | $ 416 |
European Jurisdiction [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax expense | (1,100) | |||
U.S [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax expense | $ (600) |
Capital Stock and Earnings Pe47
Capital Stock and Earnings Per Share - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 27, 2015USD ($)shares | Dec. 28, 2014USD ($)shares | Oct. 01, 2015EUR (€)shares | Sep. 30, 2015EUR (€)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Ordinary shares, issued | 49,295,455 | 48,974,449 | ||
Ordinary shares, outstanding | 49,295,455 | 48,974,449 | ||
Purchase ordinary shares outstanding | 2,900,000 | 3,100,000 | ||
Ordinary shares, value | $ | $ 1,950 | $ 1,939 | ||
Ordinary shares, authorized | 175,000,000 | 175,000,000 | ||
Subsequent Event [Member] | Wright [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Ordinary shares, value | € | € 9,600,000 | € 5,250,000 | ||
Ordinary shares, authorized | 320,000,000 | 175,000,000 |
Special Charges - Schedule of S
Special Charges - Schedule of Special Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Special Charges [Line Items] | ||||
Acquisition, integration and distributor transition costs | $ 691 | $ 2,250 | ||
Reduction in contingent consideration liability | 618 | (5,327) | ||
Instrument use tax refund | $ (2,000) | (2,000) | ||
Other | 325 | |||
Total | $ 2,657 | $ (4,366) | 6,860 | (994) |
Wright [Member] | ||||
Special Charges [Line Items] | ||||
Merger related charges | 8,169 | |||
OrthoHelix [Member] | ||||
Special Charges [Line Items] | ||||
Acquisition, integration and distributor transition costs | $ 800 | |||
Reduction in contingent consideration liability | 5,000 | |||
Restructuring charges | $ 1,431 |
Special Charges - Additional In
Special Charges - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Special Charges [Line Items] | ||
Acquisition, integration and distributor transition costs | $ 691 | $ 2,250 |
Instrument use tax refund | 2,000 | |
Gain on reversal of earn out liability | 618 | (5,327) |
Other charges | 325 | |
OrthoHelix [Member] | ||
Special Charges [Line Items] | ||
Acquisition, integration and distributor transition costs | 800 | |
Gain on reversal of earn out liability | 5,000 | |
Restructuring charges | $ 1,431 | |
Wright [Member] | ||
Special Charges [Line Items] | ||
Merger related charges | 8,169 | |
Distributor in Australia [Member] | ||
Special Charges [Line Items] | ||
Gain on reversal of earn out liability | $ 100 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Oct. 01, 2015USD ($)Representatives$ / sharesshares | Sep. 30, 2015$ / Contingent_Value_Right | Sep. 27, 2015USD ($) | Dec. 28, 2014USD ($) |
Subsequent Event [Line Items] | ||||
Business acquisition, proforma revenue | $ 475,000,000 | |||
Term debt outstanding | 74,464,000 | $ 63,743,000 | ||
Line of credit amount outstanding | 7,000,000 | $ 6,000,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Repayment of outstanding debt | $ 81,200,000 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument convertible trading period | 20 years | |||
Subsequent Event [Member] | Tornier N. V. [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of representatives for Wright Medical Group N.V.'s board of directors | Representatives | 5 | |||
Wright [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, proforma revenue | $ 9,800,000 | |||
Wright [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock conversion | shares | 1.0309 | |||
Ordinary shares, issued | shares | 53,080,978 | |||
Ordinary shares, value | $ 1,100,000,000 | |||
Ordinary shares, price per share | $ / shares | $ 20.67 | |||
Number of representatives for Wright Medical Group N.V.'s board of directors | Representatives | 5 | |||
Wright [Member] | Subsequent Event [Member] | 2020 Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible senior notes | $ 632,500,000 | |||
Interest rate on senior notes | 2.00% | |||
Senior notes conversion ratio | 33.39487 | |||
Principal amount of common stock conversion | $ 1,000 | |||
Terms of conversion feature | Conversion Rate (as defined in the 2020 Notes Indenture) for the 2020 Notes will initially be equal to 33.39487 ordinary shares of the Company (subject to adjustment as provided in the 2020 Notes Indenture) per $1,000 principal amount of the 2020 Notes (subject to, and in accordance with, the settlement provisions of the 2020 Notes Indenture) | |||
Wright [Member] | Subsequent Event [Member] | 2017 Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible senior notes | $ 60,000,000 | |||
Interest rate on senior notes | 2.00% | |||
BioMimetic [Member] | Subsequent Event [Member] | Contingent Value Rights [Member] | ||||
Subsequent Event [Line Items] | ||||
Contingent Consideration fair value | $ / Contingent_Value_Right | 3.50 |