Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 27, 2015 | Feb. 10, 2016 | Jun. 28, 2015 | |
Document Information [Line Items] | |||
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 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 27, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 102,708,047 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 932,700,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 139,804 | $ 227,326 |
Marketable securities | 0 | 2,575 |
Accounts receivable, net | 131,050 | 57,190 |
Inventories | 229,109 | 88,412 |
Prepaid expenses | 15,002 | 11,161 |
Other current assets | 44,919 | 50,355 |
Total current assets | 559,884 | 437,019 |
Property, plant and equipment, net | 240,769 | 104,235 |
Goodwill | 876,344 | 190,966 |
Intangible assets, net | 256,743 | 69,025 |
Deferred income taxes | 2,580 | 1,649 |
Other assets | 153,355 | 87,179 |
Total assets | 2,089,675 | 890,073 |
Current liabilities: | ||
Accounts payable | 30,904 | 16,729 |
Accrued expenses and other current liabilities | 173,863 | 169,614 |
Current portion of long-term obligations | 2,171 | 718 |
Total current liabilities | 206,938 | 187,061 |
Long-term debt and capital lease obligations | 577,382 | 280,612 |
Deferred income taxes | 41,755 | 9,553 |
Other liabilities | 208,574 | 134,044 |
Total liabilities | $ 1,034,649 | $ 611,270 |
Commitments and contingencies (Note 19) | ||
Stockholders' equity: | ||
Common stock, $.01 par value, authorized: 100,000,000 shares; issued and outstanding: 47,993,765 shares at December 31, 2013 and 39,703,358 shares at December 31, 2012 | $ 3,790 | $ 2,101 |
Additional paid-in capital | 1,835,586 | 749,469 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (10,484) | 2,398 |
Retained earnings | (773,866) | (475,165) |
Total stockholders' equity | 1,055,026 | 278,803 |
Total liabilities and stockholders' equity | $ 2,089,675 | $ 890,073 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) | Dec. 27, 2015$ / sharesshares | Dec. 27, 2015€ / sharesshares | Dec. 31, 2014$ / shares | Dec. 31, 2013$ / shares |
Common Stock, Par or Stated Value Per Share | (per share) | $ 0.01 | € 0.03 | $ 0.03 | $ 0.03 |
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Income Statement [Abstract] | ||||||||||||||
Net sales | $ 176,968 | $ 80,139 | $ 80,420 | $ 77,934 | $ 83,294 | $ 71,307 | $ 72,364 | $ 71,062 | $ 415,461 | $ 298,027 | $ 242,330 | |||
Cost of sales | 55,443 | 23,052 | 21,635 | 19,125 | 19,097 | 16,703 | 20,006 | 17,417 | 119,255 | [1] | 73,223 | [1] | 59,721 | [1] |
Gross profit | 121,525 | 57,087 | 58,785 | 58,809 | 64,197 | 54,604 | 52,358 | 53,645 | 296,206 | 224,804 | 182,609 | |||
Operating expenses: | ||||||||||||||
Selling, general and administrative | 178,596 | 85,997 | 82,605 | 82,199 | 81,991 | 66,926 | 72,055 | 68,648 | 429,398 | [1] | 289,620 | [1] | 230,785 | [1] |
Research and development | 15,211 | 9,570 | 7,957 | 7,117 | 6,360 | 5,948 | 6,799 | 5,856 | 39,855 | [1] | 24,963 | [1] | 20,305 | [1] |
Amortization of intangible assets | 9,181 | 2,562 | 2,565 | 2,614 | 2,786 | 2,379 | 2,675 | 2,187 | 16,922 | 10,027 | 7,476 | |||
BioMimetic impairment charges | 0 | 0 | 206,249 | |||||||||||
Restructuring charges | 0 | 0 | 0 | 0 | ||||||||||
Total operating expenses | 202,988 | 98,129 | 93,127 | 91,930 | 91,137 | 75,253 | 81,529 | 76,691 | 486,175 | 324,610 | 464,815 | |||
Operating income | (81,463) | (41,042) | (34,342) | (33,121) | (26,940) | (20,649) | (29,171) | (23,046) | (189,969) | (99,806) | (282,206) | |||
Interest expense, net | 41,358 | 17,398 | 16,040 | |||||||||||
Other expense, net | 10,884 | 129,626 | (67,843) | |||||||||||
Income (loss) before income taxes | (242,211) | (246,830) | (230,403) | |||||||||||
Provision (benefit) for income taxes | (3,851) | (6,334) | 49,765 | |||||||||||
Income (Loss) from Continuing Operations Attributable to Parent | (92,155) | (62,650) | (37,306) | (46,248) | (106,968) | (49,647) | (53,583) | (30,298) | (238,360) | (240,496) | (280,168) | |||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (13,621) | (36,211) | (7,009) | (3,500) | (4,262) | (12,160) | (2,643) | (122) | (60,341) | (19,187) | 6,223 | |||
Net (loss) income | $ (105,776) | $ (98,861) | $ (44,315) | $ (49,748) | $ (111,230) | $ (61,807) | $ (56,226) | $ (30,420) | $ (298,701) | $ (259,683) | $ (273,945) | |||
Net income (loss) per share (Note 15): | ||||||||||||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.90) | $ (1.19) | $ (0.71) | $ (0.88) | $ (2.05) | $ (0.96) | $ (1.05) | $ (0.60) | $ (3.68) | $ (4.69) | $ (5.82) | |||
Income (Loss) from Continuing Operations, Per Diluted Share | (0.90) | (1.19) | (0.71) | (0.88) | (2.05) | (0.96) | (1.05) | (0.60) | (3.68) | (4.69) | (5.82) | |||
Basic (in dollars per share) | (1.03) | (1.87) | (0.84) | (0.95) | (2.13) | (1.20) | (1.10) | (0.61) | (4.61) | (5.06) | (5.69) | |||
Diluted (in dollars per share) | $ (1.03) | $ (1.87) | $ (0.84) | $ (0.95) | $ (2.13) | $ (1.20) | $ (1.10) | $ (0.61) | $ (4.61) | $ (5.06) | $ (5.69) | |||
Weighted-average number of shares outstanding-basic (in shares) | 64,808 | 51,293 | 48,103 | |||||||||||
Weighted-average number of shares outstanding, diluted (in shares) | 64,808 | 51,293 | 48,103 | |||||||||||
[1] | These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated: Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013Cost of sales$287 $254 $503Selling, general and administrative22,777 10,149 10,675Research and development1,900 1,084 780Discontinued operations— — 3,410 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-based compensation expense | $ 25,000 | $ 11,500 | $ 12,000 |
Cost of Sales [Member] | |||
Stock-based compensation expense | 287 | 254 | 503 |
Selling, general and administrative [Member] | |||
Stock-based compensation expense | 22,777 | 10,149 | 10,675 |
Research and Development [Member] | |||
Stock-based compensation expense | 1,900 | 1,084 | 780 |
Discontinued Operations [Member] | |||
Stock-based compensation expense | $ 0 | $ 0 | $ 3,410 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net (loss) income | $ (298,701) | $ (259,683) | $ (273,945) |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Changes in foreign currency translation | (12,882) | (17,840) | (1,381) |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | 1 | (4,757) | |
Unrealized (gain) loss on marketable securities, net of taxes $987, $2,054, and $21, respectively | 1,543 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 2,628 | ||
Minimum pension liability adjustment | (344) | 14 | |
Other Comprehensive Income (Loss) | (12,882) | (15,555) | (4,581) |
Comprehensive Income (Loss) | (311,583) | (275,238) | (278,526) |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Net (loss) income | 0 | 0 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Changes in foreign currency translation | (17,840) | (1,381) | |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | (4,757) | ||
Unrealized (gain) loss on marketable securities, net of taxes $987, $2,054, and $21, respectively | 0 | 1,543 | |
Minimum pension liability adjustment | (344) | 14 | |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | 2,628 | $ 0 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |||
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Changes in foreign currency translation | $ (12,882) | $ (17,840) |
Consolidated Statements of Com7
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of Comprehensive Income [Abstract] | |||
Other Comprehensive Income (Loss), Reclassification Adjustment for Write-down of Securities Included in Net Income, Tax | $ 0 | $ 1 | $ 3,041 |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax | $ 0 | $ 0 | $ 987 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2012 | Jun. 30, 2014 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities: | |||||||||
Net (loss) income | $ (49,748) | $ (111,230) | $ (30,420) | $ (298,701) | $ (259,683) | $ (273,945) | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
Consolidated Depreciation | 29,481 | 18,582 | 26,296 | ||||||
Stock-based compensation expense | 24,964 | 11,487 | 15,368 | ||||||
Consolidated Intangible Amortization | 16,922 | 10,027 | 8,345 | ||||||
Amortization of Financing Costs and Discounts | 4,457 | 27,600 | 10,969 | 10,288 | |||||
Deferred income taxes | (3,087) | (396) | 51,958 | ||||||
Inventory Write-down | 14,218 | 3,967 | 4,688 | ||||||
Write off of Deferred Debt Issuance Cost | 25,101 | 0 | 0 | ||||||
Excess tax benefit from stock-based compensation arrangements | 0 | (59) | (804) | ||||||
Non-cash restructuring charges | 11,356 | 0 | 0 | ||||||
Non Cash Adjustment Derivative Fair Value | 6,900 | $ 1,000 | (10,045) | 2,000 | 1,000 | ||||
Gain On Previously Held Investment | 0 | 0 | (7,798) | ||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 0 | (24,277) | |||||||
Goodwill and Intangible Asset Impairment | 0 | 0 | 203,081 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (7,571) | 125,012 | (61,151) | ||||||
Loss Contingency, Receivable, Period Increase (Decrease) | 25,000 | ||||||||
Other | 4,780 | 2,582 | (2,788) | ||||||
Changes in assets and liabilities (net of acquisitions): | |||||||||
Accounts receivable | (13,078) | (11,970) | (3,477) | ||||||
Inventories | (24,695) | (25,317) | 2,686 | ||||||
Prepaid expenses and other current assets | (10,471) | 30,531 | (21,945) | ||||||
Accounts payable | (2,919) | 12,907 | (1,334) | ||||||
Accrued expenses and other liabilities | 23,258 | (22,364) | 12,931 | ||||||
Payment of Contingent Consideration | (27,983) | ||||||||
Net cash provided by operating activities | (195,870) | (116,002) | (36,601) | ||||||
Investing activities: | |||||||||
Capital expenditures | (43,666) | (48,603) | (37,530) | ||||||
Acquisition of business | (4,905) | (80,556) | (95,409) | ||||||
Purchase of intangible assets | (82) | (11,693) | (4,291) | ||||||
Maturities of held-to-maturity marketable securities | 30,117 | 0 | 0 | ||||||
Sales and maturities of available-for-sale marketable securities | 2,566 | 11,795 | 27,332 | ||||||
Investment in available-for-sale marketable securities | 0 | 0 | (20,719) | ||||||
Proceeds from sale of assets | 0 | 274,687 | 9,300 | ||||||
Net cash used in investing activities | (15,970) | 145,630 | (121,317) | ||||||
Financing activities: | |||||||||
Issuance of common stock | 3,513 | 37,201 | 6,328 | ||||||
Proceeds from Issuance of Warrants | 87,072 | ||||||||
Payments of long term borrowings | (144,843) | 0 | 0 | ||||||
Payments for Repurchase of Warrants | (59,803) | 0 | 0 | ||||||
Settlement of 2017 Notes Conversion Derivative | (49,152) | 0 | 0 | ||||||
Payments for (Proceeds from) Hedge, Financing Activities | $ (56,200) | ||||||||
Redemption of convertible senior notes | (3,768) | 0 | |||||||
Proceeds from long term borrowings | 69,764 | 0 | 0 | ||||||
Repayments of Assumed Debt | 81,367 | ||||||||
Proceeds From Cash Settled Convertible Debt | 632,500 | 0 | 0 | ||||||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax | 240,000 | 0 | 0 | ||||||
Payment of Financing and Stock Issuance Costs | (20,081) | 0 | (16) | ||||||
Payment of contingent consideration - initial valuation | (70,120) | ||||||||
Repayments of Long-term Capital Lease Obligations | (621) | (441) | (859) | ||||||
Excess tax benefit from stock-based compensation arrangements | 0 | 59 | 804 | ||||||
Net cash provided by (used in) financing activities | 126,862 | 33,051 | 6,257 | ||||||
Effect of exchange rates on cash and cash equivalents | (2,544) | (4,088) | $ 36 | ||||||
Net increase in cash and cash equivalents | (87,522) | 58,591 | (151,625) | ||||||
Consolidated cash and cash equivalents, beginning of year | $ 139,804 | $ 227,326 | $ 320,360 | $ 227,326 | $ 139,804 | 227,326 | 168,735 | 320,360 | |
Consolidated Cash and Equivalents, end of year | $ 139,804 | $ 139,804 | $ 227,326 | $ 168,735 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | BioMimetics [Member] | BioMimetics [Member]Common Stock [Member] | BioMimetics [Member]Additional Paid-in Capital [Member] | BioMimetics [Member]Retained Earnings [Member] | BioMimetics [Member]Accumulated Other Comprehensive Income [Member] | Biotech [Member] | Biotech [Member]Common Stock [Member] | Biotech [Member]Additional Paid-in Capital [Member] | Biotech [Member]Retained Earnings [Member] | Biotech [Member]Accumulated Other Comprehensive Income [Member] | Solana [Member] | Solana [Member]Common Stock [Member] | Solana [Member]Additional Paid-in Capital [Member] | Solana [Member]Retained Earnings [Member] | Solana [Member]Accumulated Other Comprehensive Income [Member] | Tornier N.V. [Member] | Tornier N.V. [Member]Common Stock [Member] | Tornier N.V. [Member]Additional Paid-in Capital [Member] | Accumulated Translation Adjustment [Member] | Accumulated Translation Adjustment [Member]Accumulated Other Comprehensive Income [Member] |
Balance (in shares) at Dec. 31, 2012 | 40,930,191,000 | ||||||||||||||||||||||||
Balance at Dec. 31, 2012 | $ 523,441 | $ 1,620 | $ 440,824 | $ 58,463 | $ 22,534 | ||||||||||||||||||||
Net (loss) income | (273,945) | 0 | (273,945) | 0 | |||||||||||||||||||||
Changes in foreign currency translation | (1,381) | 0 | 0 | (1,381) | |||||||||||||||||||||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | (4,757) | (4,757) | |||||||||||||||||||||||
Unrealized (gain) loss on marketable securities | 1,543 | $ 0 | 0 | 0 | 1,543 | ||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 0 | ||||||||||||||||||||||||
Issuances of common stock (in shares) | 317,040,000 | 7,171,847,000 | 765,046,000 | ||||||||||||||||||||||
Issuances of common stock | 6,328 | $ 12 | 6,316 | 0 | 0 | $ 168,761 | $ 279 | $ 168,482 | $ 0 | $ 0 | $ 20,964 | $ 31 | $ 20,933 | $ 0 | $ 0 | ||||||||||
Grant of non-vested shares of common stock (in shares) | 290,193,000 | ||||||||||||||||||||||||
Grant of non-vested shares of common stock | 0 | $ 0 | 0 | 0 | 0 | ||||||||||||||||||||
Cancellation of non-vested shares of common stock (in shares) | (40,695,000) | ||||||||||||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock (in shares) | 43,116,000 | ||||||||||||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock | 0 | $ 14 | (14) | 0 | 0 | ||||||||||||||||||||
Tax benefits (deficits) realized from stock based compensation | (1,045) | (1,045) | 0 | 0 | |||||||||||||||||||||
Stock-based compensation | 19,687 | 19,687 | 0 | 0 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2013 | 49,476,738,000 | ||||||||||||||||||||||||
Balance at Dec. 31, 2013 | 459,714 | $ 1,956 | 655,287 | (215,482) | 17,953 | ||||||||||||||||||||
Equity issuance costs associated with pending acquisition | 104 | 104 | 0 | 0 | |||||||||||||||||||||
Minimum pension liability adjustment | 14 | $ 0 | 0 | 0 | 14 | ||||||||||||||||||||
Net (loss) income | (259,683) | (259,683) | 0 | ||||||||||||||||||||||
Changes in foreign currency translation | (17,840) | (17,840) | $ (17,840) | ||||||||||||||||||||||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | 1 | ||||||||||||||||||||||||
Unrealized (gain) loss on marketable securities | 0 | ||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 2,628 | 2,628 | |||||||||||||||||||||||
Issuances of common stock (in shares) | 1,718,100,000 | 1,406,799,000 | |||||||||||||||||||||||
Issuances of common stock | 37,200 | $ 68 | 37,132 | 0 | 0 | $ 41,444 | $ 57 | $ 41,387 | $ 0 | $ 0 | |||||||||||||||
Grant of non-vested shares of common stock (in shares) | 252,477,000 | ||||||||||||||||||||||||
Cancellation of non-vested shares of common stock (in shares) | (24,051,000) | ||||||||||||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock (in shares) | 83,030,000 | ||||||||||||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock | $ 20 | (20) | |||||||||||||||||||||||
Stock-based compensation | $ 15,683 | 15,683 | |||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2014 | 52,913,093 | 52,913,093,000 | |||||||||||||||||||||||
Balance at Dec. 31, 2014 | $ 278,803 | $ 2,101 | 749,469 | (475,165) | 2,398 | ||||||||||||||||||||
Minimum pension liability adjustment | (344) | (344) | |||||||||||||||||||||||
Net (loss) income | (298,701) | ||||||||||||||||||||||||
Changes in foreign currency translation | (12,882) | $ (12,882) | |||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 0 | ||||||||||||||||||||||||
Issuances of common stock (in shares) | 160,306,000 | 49,569,007,000 | |||||||||||||||||||||||
Issuances of common stock | 3,520 | $ 6 | 3,514 | $ 1,034,236 | $ 1,666 | $ 1,032,570 | |||||||||||||||||||
Grant of non-vested shares of common stock (in shares) | 5,246,000 | ||||||||||||||||||||||||
Cancellation of non-vested shares of common stock (in shares) | (5,869,000) | ||||||||||||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock (in shares) | 30,895,000 | ||||||||||||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock | $ 17 | (17) | |||||||||||||||||||||||
Stock-based compensation | $ 24,803 | 24,803 | |||||||||||||||||||||||
Balance (in shares) at Dec. 27, 2015 | 102,672,678 | 102,672,678,000 | |||||||||||||||||||||||
Balance at Dec. 27, 2015 | $ 1,055,026 | $ 3,790 | 1,835,586 | $ (773,866) | $ (10,484) | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 25,247 | $ 25,247 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 27, 2015 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | Organization and Description of Business Wright Medical Group N.V. (Wright or we) is a global medical device company focused on extremities and biologics products. We are committed to delivering innovative, value-added solutions improving quality of life for patients worldwide and are a recognized leader of surgical solutions for the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, three of the fastest growing segments in orthopaedics. We market our products in ove r 50 countries worldwide. Our global corporate headquarters are located in Amsterdam, the Netherlands. We also have significant operations located in Memphis, Tennessee (U.S. headquarters, research and development, sales and marketing administration, and administrative activities); Bloomington, Minnesota (upper extremities sales and marketing); Arlington, Tennessee (manufacturing and warehousing operations); Grenoble, France (manufacturing and research and development); and Macroom, Ireland (manufacturing). In addition, we have local sales and distribution offices in Canada, Australia, Asia, and throughout Europe. For purposes of this report, references to "international" or "foreign" relate to non-U.S. matters while references to "domestic" relate to U.S. matters. Upon completion of the merger between legacy Wright and legacy Tornier (the Wright/Tornier merger or merger), Robert J. Palmisano, former President and Chief Executive Officer (CEO) of legacy Wright, became President and CEO of the combined company. David H. Mowry, former President and CEO of legacy Tornier, became Executive Vice President and Chief Operating Officer, and Lance A. Berry, former Senior Vice President (SVP) and Chief Financial Officer (CFO) of legacy Wright, became SVP and CFO. Our board of directors is comprised of five representatives from legacy Wright’s board of directors and five representatives from legacy Tornier’s board of directors, including Mr. Palmisano and Mr. Mowry. Immediately upon completion of the merger, legacy Wright shareholders owned approximately 52% of the combined company and legacy Tornier shareholders owned approximately 48% . In connection with the merger, the trading symbol for our ordinary shares changed from “TRNX” to “WMGI.” Because of these and other facts and circumstances, the merger has been accounted for as a “reverse acquisition” under generally acceptable accounting principles in the United States (US GAAP), and as such, legacy Wright is considered the acquiring entity for accounting purposes. Therefore, legacy Wright’s historical results of operations replaced legacy Tornier’s historical results of operations for all periods prior to the merger. More specifically, the accompanying consolidated financial statements for periods prior to the merger are those of legacy Wright and its subsidiaries, and for periods subsequent to the merger also include legacy Tornier and its subsidiaries. Our fiscal year runs from the Monday nearest to the thirty-first of December of a year, and ends on the Sunday nearest to the thirty-first of December of the following year. Prior to the merger, our fiscal year ended December 31 each year. The consolidated financial statements and accompanying notes present our consolidated results for each of the fiscal years in the three-year period ended December 27, 2015 , December 31, 2014 , and December 31, 2013 . All amounts are presented in U.S. dollar ($), except where expressly stated as being in other currencies, e.g., Euros (€). References in these note to consolidated financial statements to "we," "our" and "us" refer to Wright Medical Group N.V. and its subsidiaries after the Wright/Tornier merger and Wright Medical Group, Inc. and its subsidiaries before the merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 27, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation. The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant areas requiring the use of management estimates relate to discontinued operations, revenue recognition, the determination of allowances for doubtful accounts and excess and obsolete inventories, accounting for business combinations and the evaluation of goodwill and long-lived assets, product liability claims and other litigation, income taxes, share-based compensation, and accounting for restructuring charges. Discontinued Operations. On January 9, 2014, pursuant to the previously disclosed Asset Purchase Agreement, dated as of June 18, 2013 (the MicroPort Agreement), by and among us and MicroPort Scientific Corporation (MicroPort), we completed our divesture and sale of our business operations operating under our prior OrthoRecon operating segment (the OrthoRecon Business) to MicroPort. Pursuant to the terms of the MicroPort Agreement, the purchase price (as defined in the agreement) for the OrthoRecon Business was approximately $283 million (including a working capital adjustment), which MicroPort paid in cash. All historical operating results for the OrthoRecon business, including costs associated with corporate employees and infrastructure transferred as a part of the sale, are reflected within discontinued operations in the consolidated statements of operations. Further, all assets and associated liabilities to be transferred to MicroPort were classified as assets and liabilities held for sale on our consolidated balance sheet as of December 31, 2013. See Note 4 for further discussion of discontinued operations. Other than Note 4 , unless otherwise stated, all discussion of assets and liabilities in these Notes to the Consolidated Financial Statements reflect the assets and liabilities held and used in our continuing operations, and all discussion of revenues and expenses reflect those associated with our continuing operations. Cash and Cash Equivalents. Cash and cash equivalents include all cash balances and short-term investments with original maturities of three months or less. Any such investments are readily convertible into known amounts of cash, and are so near their maturity that they present insignificant risk of changes in value because of interest rate variation. Inventories. Our inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis. Inventory costs include material, labor costs, and manufacturing overhead. During the quarter ended December 27, 2015 , we adjusted our estimate for excess and obsolete (E&O) inventory which resulted in a charge of $4.1 million. Our new E&O estimate is based on both the current age of kit inventory as compared to its estimated life cycle and our forecasted product demand and production requirements for other inventory items for the next 36 months. Total charges incurred to write down excess and obsolete inventory to net realizable value included in “Cost of sales” were approximately $14.2 million , $4.0 million , and $4.7 million for the years ended December 27, 2015 and December 31, 2014 and 2013 , respectively. Product Liability Claims, Product Liability Insurance Recoveries, and Other Litigation. We are involved in legal proceedings involving product liability claims as well as contract, patent protection, and other matters. See Note 16 for additional information regarding product liability claims, product liability insurance recoveries, and other litigation. We make provisions for claims specifically identified for which we believe the likelihood of an unfavorable outcome is probable and the amount of loss can be estimated. For unresolved contingencies with potentially material exposure that are deemed reasonably possible, we evaluate whether a potential loss or range of loss can be reasonably estimated. Our evaluation of these matters is the result of a comprehensive process designed to ensure that recognition of a loss or disclosure of these contingencies is made in a timely manner. In determining whether a loss should be accrued or a loss contingency disclosed, we evaluate a number of factors including: the procedural status of each lawsuit; any opportunities for dismissal of the lawsuit before trial; the amount of time remaining before trial date; the status of discovery; the status of settlement; arbitration or mediation proceedings; and management’s estimate of the likelihood of success prior to or at trial. The estimates used to establish a range of loss and the amounts to accrue are based on previous settlement experience, consultation with legal counsel, and management’s settlement strategies. If the estimate of a probable loss is in a range and no amount within the range is more likely, we accrue the minimum amount of the range. We recognize legal fees as an expense in the period incurred. These expenses are reflected in either continuing or discontinued operations depending on the product associated with the claim. Property, Plant and Equipment. Our property, plant and equipment is stated at cost. Depreciation, which includes amortization of assets under capital lease, is generally provided on a straight-line basis over the estimated useful lives generally based on the following categories: Land improvements 15 to 25 years Buildings 10 to 33 years Machinery and equipment 3 to 14 years Furniture, fixtures and office equipment 1 to 14 years Surgical instruments 6 years Expenditures for major renewals and betterments, including leasehold improvements, that extend the useful life of the assets are capitalized and depreciated over the remaining life of the asset or lease term, if shorter. Maintenance and repair costs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is included in income. Intangible Assets and Goodwill. Goodwill is recognized for the excess of the purchase price over the fair value of net assets of businesses acquired. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35-18 requires companies to evaluate for impairment intangible assets not subject to amortization, such as our in-process research and development (IPRD) assets, if events or changes in circumstances indicate than an asset might be impaired. Further, FASB ASC 350-20-35-30 requires companies to evaluate goodwill and intangibles not subject to amortization for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Unless circumstances otherwise dictate, the annual impairment test is performed on October 1 each year. See Note 8 for discussion of our 2015 goodwill impairment analysis. Our intangible assets with estimable useful lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values. This method of amortization approximates the expected future cash flow generated from their use. Finite lived intangibles are reviewed for impairment in accordance with FASB ASC Section 360, Property, Plant and Equipment (FASB ASC 360). The weighted average amortization periods for completed technology, distribution channels, trademarks, licenses, customer relationships, non-compete agreements, and other intangible assets are 10 years, 10 years, 5 years, 12 years, 18 years, 4 years and 3 years, respectively. The weighted average amortization period of our intangible assets on a combined basis is 13 years. Valuation of Long-Lived Assets. Management periodically evaluates carrying values of long-lived assets, including property, plant and equipment and intangible assets, when events and circumstances indicate that these assets may have been impaired. We account for the impairment of long-lived assets in accordance with FASB ASC 360 . Accordingly, we evaluate impairment of our property, plant and equipment based upon an analysis of estimated undiscounted future cash flows. If it is determined that a change is required in the useful life of an asset, future depreciation and amortization is adjusted accordingly. Alternatively, should we determine that an asset is impaired, an adjustment would be charged to income based on the difference between the asset’s fair market value and the asset's carrying value. Allowances for Doubtful Accounts. We experience credit losses on our accounts receivable and; accordingly, we must make estimates related to the ultimate collection of our accounts receivable. Specifically, management analyzes our accounts receivable, historical bad debt experience, customer concentrations, customer credit-worthiness, and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. The majority of our accounts receivable are from hospitals, many of which are government funded. Accordingly, our collection history with this class of customer has been favorable. Historically, we have experienced minimal bad debts from our hospital customers and more significant bad debts from certain international stocking distributors, typically as a result of specific financial difficulty or geo-political factors. We write off accounts receivable when we determine that the accounts receivable are uncollectible, typically upon customer bankruptcy or the customer’s non-response to continued collection efforts. Our allowance for doubtful accounts totaled $1.2 million and $ 0.9 million at December 27, 2015 and December 31, 2014 , respectively. Concentration of Credit Risk. Financial instruments that potentially subject us to concentrations of credit risk consist principally of accounts receivable. Management attempts to minimize credit risk by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. An allowance for possible losses on accounts receivable is established based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Collateral or other security is generally not required for accounts receivable. Concentrations of Supply of Raw Material . We rely on a limited number of suppliers for the components used in our products. For certain human biologic products, we depend on one supplier of demineralized bone matrix and cancellous bone matrix. We rely on one supplier for our GRAFTJACKET ® family of soft tissue repair and graft containment products. We maintain adequate stock from these suppliers in order to meet market demand. Additionally, we have other soft tissue repair products which include our CONEXA™ Reconstructive Tissue Matrix, ACTISHIELD™ and ACTISHIELD™ CF Amniotic Barrier Membranes, VIAFLOW™ and VIAFLOW™ C Flowable Placental Tissue Matrices, BIOFIBER® biologic absorbable scaffold products, and PHANTOM FIBER™ high strength, resorbable suture products. We currently rely on one supplier for a key component of our AUGMENT ® Bone Graft. In December 2013, this supplier notified us of its intent to terminate the supply agreement in December 2015. This supplier was contractually required to meet our supply requirements until the termination date, and to use commercially reasonable efforts to assist us in identifying a new supplier and support the transfer of technology and supporting documentation to produce this component. Our transition to a new supplier is underway with full cooperation from both the current and the new supplier. Management believes the current supplier has produced sufficient product to meet our production needs for the interim period until the new supplier is on line. See Item 1A, Risk Factors , for further information on our suppliers. Income Taxes. Income taxes are accounted for pursuant to the provisions of FASB ASC Section 740, Income Taxes (FASB ASC 740). Our effective tax rate is based on income by tax jurisdiction, statutory rates, and tax saving initiatives available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and evaluating our tax positions. This process includes assessing temporary differences resulting from differing recognition of items for income tax and financial accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. See Note 11 for further discussion of our consolidated deferred tax assets and liabilities, and the associated valuation allowance. We provide for unrecognized tax benefits based upon our assessment of whether a tax position is “more-likely-than-not” to be sustained upon examination by the tax authorities. If a tax position meets the more-likely-than-not standard, then the related tax benefit is measured based on a cumulative probability analysis of the amount that is more-likely-than-not to be realized upon ultimate settlement or disposition of the underlying tax position. Other Taxes. Taxes assessed by a governmental authority that are imposed concurrent with our revenue transactions with customers are presented on a net basis in our consolidated statements of operations. Revenue Recognition. Our revenues are primarily generated through two types of customers, hospitals and surgery centers, and stocking distributors, with the majority of our revenue derived from sales to hospitals. Our products are primarily sold through a network of employee sales representatives and independent sales representatives in the United States and by a combination of employee sales representatives, independent sales representatives, and stocking distributors outside the United States. Revenues from sales to hospitals are recorded when the hospital takes title to the product, which is generally when the product is surgically implanted in a patient. During the quarter ended December 27, 2015 , following the Wright/Tornier merger, we changed our estimate of uninvoiced revenue. While we have generally recognized revenue at the time that the product was surgically implanted, from a timing perspective, we now recognize revenue at the time the surgery and associated products used are reported, as opposed to previously when we received clerical documentation from the hospital. We have accounted for this as a change in estimate and have recorded additional revenue of approximately $3 million in the quarter ended December 27, 2015 . We record revenues from sales to our stocking distributors outside the United States at the time the product is shipped to the distributor. Stocking distributors, who sell the products to their customers, take title to the products and assume all risks of ownership. Our distributors are obligated to pay within specified terms regardless of when, if ever, they sell the products. In general, the distributors do not have any rights of return or exchange; however, in limited situations, we have repurchase agreements with certain stocking distributors. These repurchase agreements require us to repurchase a specified percentage of the inventory purchased by the distributor within a specified period of time prior to the expiration of the contract. During those specified periods, we defer the applicable percentage of the sales. An insignificant amount of deferred revenue related to these types of agreements was recorded at December 27, 2015 and December 31, 2014 . We must make estimates of potential future product returns related to current period product revenue. We develop these estimates by analyzing historical experience related to product returns. Judgment must be used and estimates made in connection with establishing the allowance for sales returns in any accounting period. Our reserve for sales returns has historically been immaterial. Shipping and Handling Costs . We incur shipping and handling costs associated with the shipment of goods to customers, independent distributors, and our subsidiaries. Amounts billed to customers for shipping and handling of products are included in net sales. Costs incurred related to shipping and handling of products to customers are included in selling, general and administrative expenses. All other shipping and handling costs are included in cost of sales. Research and Development Costs. Research and development costs are charged to expense as incurred. Foreign Currency Translation. The financial statements of our subsidiaries whose functional currency is the local currency are translated into U.S. dollars using the exchange rate at the balance sheet date for assets and liabilities and the weighted average exchange rate for the applicable period for revenues, expenses, gains, and losses. Translation adjustments are recorded as a separate component of comprehensive income in shareholders’ equity. Gains and losses resulting from transactions denominated in a currency other than the local functional currency are included in “Other expense, net” in our consolidated statements of operations. Comprehensive Income. Comprehensive income is defined as the change in equity during a period related to transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The difference between our net income and our comprehensive income is attributable to foreign currency translation. Share-Based Compensation. We account for share-based compensation in accordance with FASB ASC Section 718, Compensation — Stock Compensation (FASB ASC 718). Under the fair value recognition provisions of FASB ASC 718, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. The determination of the fair value of share-based payment awards, such as options, on the date of grant using an option-pricing model is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables, which include the expected life of the award, the expected stock price volatility over the expected life of the awards, expected dividend yield, and risk-free interest rate. We recorded share-based compensation expense of $25.0 million , $11.5 million , and $12.0 million during the years ended December 27, 2015 and December 31, 2014 and 2013 , respectively, within results of continuing operations. The increase in expense in 2015 related to accelerated vesting of all unvested awards upon the closing of the Wright/Tornier merger. See Note 14 for further information regarding our share-based compensation assumptions and expenses. Derivative Instruments. We account for derivative instruments and hedging activities under FASB ASC Section 815, Derivatives and Hedging (FASB ASC 815). Accordingly, all of our derivative instruments are recorded in the accompanying consolidated balance sheets as either an asset or liability and measured at fair value. The changes in the derivative’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met. We employ a derivative program using foreign currency forward contracts to mitigate the risk of currency fluctuations on our intercompany receivable and payable balances that are denominated in foreign currencies. These forward contracts are expected to offset the transactional gains and losses on the related intercompany balances. These forward contracts are not designated as hedging instruments under FASB ASC 815. Accordingly, the changes in the fair value and the settlement of the contracts are recognized in the period incurred in the accompanying consolidated statements of operations. We recorded a net loss of approximately $0.3 million on our foreign currency contracts for the year ended December 27, 2015 . For the years ended December 31, 2014 and 2013, we recorded a net gain of approximately $0.4 million and a net loss of approximately $0.6 million on foreign currency contracts, respectively, which are included in “Other (income) expense, net” in our consolidated statements of operations. These gains and losses substantially offset translation losses and gains recorded on our intercompany receivable and payable balances, also included in “Other (income) expense, net.” At December 27, 2015 and December 31, 2014 , we had $3.6 million and $0 in foreign currency contracts outstanding, respectively. On August 31, 2012 and February 13, 2015, we issued the 2017 Notes and 2020 Notes, respectively, as defined and described in Note 9 . The 2017 Notes Conversion Derivative and 2020 Notes Conversion Derivative, each as defined and described in Note 6 , requires bifurcation from the 2017 Notes and 2020 Notes in accordance with ASC Topic 815, and are accounted for as derivative liabilities. We also entered into 2020 Notes Hedges, as defined and described in Note 6 , in connection with the issuance of the 2020 Notes with three counterparties. The 2020 Notes Hedges, which are cash-settled, are intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2020 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The 2020 Notes Hedges are accounted for as derivative assets in accordance with ASC Topic 815. The 2017 Notes Hedges, as defined and described in Note 6 , were fully settled in February 2015 when the 2020 Notes were issued. Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation. Supplemental Cash Flow Information. Cash paid for interest and income taxes was as follows (in thousands): Fiscal year ended December 27, December 31, December 31, 2015 2014 2013 Interest $ 11,198 $ 6,518 $ 5,904 Income taxes $ 1,051 $ 1,525 $ 1,634 Recent Accounting Pronouncements. On May 28, 2014 and August 12, 2015, the FASB issued Accounting Standard Update (ASU) 2014-09 and 2015-14, Revenue from Contracts with Customers , which supersedes virtually all existing revenue recognition guidance under US GAAP. The ASU provides a five-step model for revenue recognition that companies will apply to recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The ASU will be effective for us fiscal year 2018. We are in the initial phases of our adoption plans and; accordingly, we are unable to estimate any effect this may have on our revenue recognition practices. On April 7, 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under current guidance (i.e., ASC 835-30-45-3 before the ASU), an entity reports debt issuance costs in the balance sheet as deferred charges (i.e., as an asset). Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. Further, on August 16, 2015, the FASB issued ASU 2015-15 Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03. The SEC staff has announced that it would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. The ASU will be effective for us fiscal year 2016. We do not expect this change to significantly impact our financial statements. On September 25, 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments to simplify the accounting for measurement-period adjustments. The ASU, which is part of the FASB’s simplification initiative, was issued in response to stakeholder feedback that restatements of prior periods to reflect adjustments made to provisional amounts recognized in a business combination increase the cost and complexity of financial reporting but do not significantly improve the usefulness of the information. The ASU will be effective for us fiscal year 2016. As detailed in Note 3 , purchase price allocations for the Wright/Tornier merger are subject to adjustment during the measurement period. Under this ASU, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and must present these amounts separately on the face of the income statement or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. On November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, a s part of its simplification initiative (i.e., the Board’s effort to reduce the cost and complexity of certain aspects of US GAAP). The ASU requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as noncurrent in a classified balance sheet. It thus simplifies the current guidance, which requires entities to separately present DTAs and DTLs as current or noncurrent in a classified balance sheet. This ASU allows early adoption. We have elected to early adopt this guidance for the year ended December 27, 2015 and retrospectively applied this guidance to prior year tax balances. This change did not significantly impact our financial statements. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 12 Months Ended |
Dec. 27, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations On January 9, 2014, we completed the divestiture and sale of the OrthoRecon business to MicroPort. Pursuant to the terms of the MicroPort Agreement, the purchase price (as defined in the agreement) was approximately $283 million (including a working capital adjustment), which MicroPort paid in cash. As a result of the transaction, we recognized approximately $24.3 million as the gain on disposal of the OrthoRecon business, before the effect of income taxes. All current and historical operating results for the prior OrthoRecon segment, including costs associated with corporate employees and infrastructure being transferred as a part of the sale, are reflected within discontinued operations in our consolidated financial statements. Certain liabilities associated with the OrthoRecon business, including product liability claims associated with hip and knee products sold prior to the closing, were not assumed by MicroPort. Charges associated with these product liability claims, including legal defense, settlements and judgments, income associated with product liability insurance recoveries, and changes to any contingent liabilities associated with the OrthoRecon business have been reflected within results of discontinued operations, and we will continue to reflect these within results of discontinued operations in future periods. We will incur continuing cash outflows associated with legal defense costs and the ultimate resolution of these contingent liabilities, net of insurance proceeds, until these liabilities are resolved. The following table summarizes the results of discontinued operations (in thousands): Fiscal year ended December 27, December 31, December 31, 2015 2014 2013 Revenue $ — $ 3,056 $ 231,865 (Loss) income before tax (60,341 ) (13,521 ) 9,489 Income tax provision — 5,666 3,266 (Loss) income from discontinued operations, net of tax (60,341 ) (19,187 ) 6,223 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2014 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): December 27, December 31, 2015 2014 Raw materials $ 18,057 $ 6,910 Work-in-process 27,946 13,849 Finished goods 183,106 67,653 $ 229,109 $ 88,412 |
Derivatives and Fair Value of F
Derivatives and Fair Value of Financial Instruments | 12 Months Ended |
Dec. 27, 2015 | |
Marketable Securities [Abstract] | |
Marketable Securities | As part of the acquisition of WG Healthcare on January 7, 2013, we may be obligated to pay contingent consideration upon the achievement of certain revenue milestones; therefore, we have recorded the estimated fair value of future contingent consideration of approximately $0.6 million and $1.5 million as of December 27, 2015 and December 31, 2014 , respectively. As part of the acquired sales and distribution business of Surgical Specialties Australia Pty. Ltd, in 2015, we have recorded contingent consideration of approximately $1.5 million as of December 27, 2015 . The fair value of the contingent consideration as of December 27, 2015 and December 31, 2014 , was determined using a discounted cash flow model and probability adjusted estimates of the future earnings and is classified in Level 3. Changes in the fair value of contingent consideration are recorded in “Other (income) expense, net” in our consolidated statements of operations. On March 1, 2013, as part of the acquisition of BioMimetic Therapeutics, Inc. (BioMimetic), we issued Contingent Value Rights (CVRs) as part of the merger consideration. Each CVR entitles its holder to receive additional cash payments of up to $6.50 per share, which are payable upon receipt of FDA approval of AUGMENT ® Bone Graft and upon achieving certain revenue milestones. On September 1, 2015, AUGMENT ® Bone Graft received FDA approval and the first of the milestone payments associated with the CVRs was paid out at $3.50 per share, which totaled $98.1 million . The fair value of the CVRs outstanding at December 27, 2015 and December 31, 2014 was $28 million and $134 million , respectively, and was determined using the closing price of the security in the active market (Level 1). For the years ended December 27, 2015 and December 31, 2014 , the change in the value of the CVRs resulted in income of $7.6 million and expense of $125 million , respectively, which was recorded in "Other expense (income), net" in the consolidated statements of operations. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates the fair value of these financial instruments at December 27, 2015 and December 31, 2014 due to their short maturities and variable rates. The following table summarizes the valuation of our financial instruments (in thousands): Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 27, 2015 Assets Cash and cash equivalents $ 139,804 $ 139,804 $ — $ — Available-for-sale marketable securities U.S. agency debt securities — — — — Certificate of deposit — — — — Corporate debt securities — — — — U.S. government debt securities — — — — Total available-for-sale marketable securities — — — — 2020 Notes Hedges 127,758 — — 127,758 Total $ 267,562 $ 139,804 $ — $ 127,758 Liabilities 2017 Notes Conversion Derivative $ 10,440 $ — $ — $ 10,440 2020 Notes Conversion Derivative 129,107 — — 129,107 Contingent consideration 2,340 — — 2,340 Contingent consideration (CVRs) 28,310 28,310 — — Total $ 170,197 $ 28,310 $ — $ 141,887 Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2014 Assets Cash and cash equivalents $ 227,326 $ 227,326 $ — $ — Available-for-sale marketable securities U.S. agency debt securities — — — — Certificates of deposits — — — — Corporate debt securities 566 — 566 — U.S. government debt securities 2,009 2,009 — — Total available-for-sale marketable securities 2,575 2,009 566 — 2017 Notes Hedges 80,000 — — 80,000 Total $ 309,901 $ 229,335 $ 566 $ 80,000 Liabilities 2017 Notes Conversion Derivative $ 76,000 $ — $ — $ 76,000 Contingent consideration 1,705 — — 1,705 Contingent consideration (CVRs) 133,981 133,981 — — Total $ 211,686 $ 133,981 $ — $ 77,705 The following is a roll forward of our assets and liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): Balance at December 31, 2014 Additions Transfers into Level 3 Gain/(Loss) included in Earnings Settlements Currency Balance at December 27, 2015 2017 Notes Hedges 80,000 — — (10,236 ) (69,764 ) — — 2017 Notes Conversion Derivative (76,000 ) — — 16,408 49,152 — (10,440 ) 2020 Notes Hedges — 144,843 — (17,085 ) — — 127,758 2020 Notes Conversion Derivative — (149,784 ) — 20,677 — — (129,107 ) Contingent consideration (1,705 ) (1,546 ) — 171 656 84 (2,340 ) |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 27, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, net consists of the following (in thousands): December 27, December 31, 2015 2014 Land and land improvements $ 1,986 $ 520 Buildings 36,746 26,887 Machinery and equipment 40,251 24,265 Furniture, fixtures and office equipment 98,521 59,885 Construction in progress 21,505 14,178 Surgical instruments 149,960 65,359 348,969 191,094 Less: Accumulated depreciation (108,200 ) (86,859 ) $ 240,769 $ 104,235 The components of property, plant and equipment recorded under capital leases consist of the following (in thousands): December 27, December 31, 2015 2014 Buildings $ 12,408 $ 8,471 Machinery and equipment 3,302 477 Furniture, fixtures and office equipment — 59 15,710 9,007 Less: Accumulated depreciation (3,052 ) (862 ) $ 12,658 $ 8,145 Depreciation expense recognized within results of continuing operations approximated $29.5 million , $18.5 million , and $14.4 million for the fiscal years ended December 27, 2015 and December 31, 2014 and 2013 , respectively, and included depreciation of assets under capital leases. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangibles Changes in the carrying amount of goodwill occurring during the year ended December 27, 2015 , are as follows (in thousands): Total Goodwill at December 31, 2014 $ 190,966 Goodwill associated with Tornier N.V. merger $ 683,313 Goodwill associated with Surgical Specialties acquisition $ 6,158 Foreign currency translation $ (4,093 ) Goodwill at December 27, 2015 $ 876,344 Goodwill is recognized for the excess of the purchase price over the fair value of net assets of businesses acquired. Goodwill is required to be tested for impairment at least annually. On October 1, 2015, we performed a qualitative assessment of legacy Wright’s goodwill for impairment, based upon our reporting units in effect prior to the Wright/Tornier merger, and determined that it is not more likely than not that the carrying value exceeded fair value, indicating that goodwill was not impaired. Subsequent to the completion of the Wright/Tornier merger, our management began managing our operations as one reportable segment, orthopaedic products, which includes the design, manufacture, marketing, and sales of extremities and biologics products. Based on the qualitative assessment above, the fair valuation analysis performed in conjunction with the Wright/Tornier merger and the close proximity of the merger to year-end, we believe that no event has occurred that would more likely than not reduce the fair value below its carrying amount and that a quantitative impairment test is unnecessary between October 1, 2015 and December 27, 2015 . In September 2015, we acquired the sales and distribution business of Surgical Specialties Australia Pty. Ltd. Prior to the acquisition, Surgical Specialties was our exclusive sales agent in Australia. As a result of the acquisition, we now have a direct employee sales force in Australia. We will not record any incremental revenue as a result of the acquisition as we have historically directly billed the end customer and paid Surgical Specialties a commission. The asset purchase agreement included a $4.9 million cash payment and estimated future payments of $5.3 million , primarily related to non-competition and meeting certain financial milestones. As part of the purchase price allocation, we acquired $5.3 million of intangible assets related to customer relationships, non-competition, and settlement of the pre-existing agreement and $6.2 million of goodwill, offset by a $1.4 million deferred tax liability recorded as part of the transaction. On October 1, 2015, we merged with Tornier N.V. As part of the purchase price allocation, we acquired $683.3 million of goodwill and $204.2 million of intangible assets related to customer relationships, completed technology, in-process research and development technology, and trade names. See Note 3 for additional details describing this acquisition. The components of our identifiable intangible assets, net are as follows (in thousands): December 27, 2015 December 31, 2014 Cost Accumulated amortization Cost Accumulated amortization Indefinite life intangibles: IPRD technology $ 15,290 $ 4,266 Trademarks — 4,004 Total indefinite life intangibles 15,290 8,270 Finite life intangibles: Distribution channels 250 $ 219 250 $ 194 Completed technology 124,388 14,877 33,253 9,185 Licenses 4,868 703 8,234 1,637 Customer relationships 119,235 7,966 27,946 4,636 Trademarks 14,861 3,464 2,798 1,850 Non-compete agreements 7,521 2,917 8,508 3,397 Other 527 51 771 106 Total finite life intangibles 271,650 $ 30,197 81,760 $ 21,005 Total intangibles 286,940 90,030 Less: Accumulated amortization (30,197 ) (21,005 ) Intangible assets, net $ 256,743 $ 69,025 Prior to 2015, we had assigned an indefinite life to four intangible assets which totaled $8.3 million . During the quarter ended December 27, 2015, a useful-life was assigned to these intangible assets due to various factors including the approval of AUGMENT® Bone Graft. As such, the only indefinite life intangible as of December 27, 2015 related to the IPRD acquired from the Wright/Tornier merger. Based on the total finite life intangible assets held at December 27, 2015, we expect to amortize approximately $25.2 million in 2016 , $24.6 million in 2017 , $20.8 million in 2018 , $19.2 million in 2019 , and $18.5 million in 2020 . |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 12 Months Ended |
Dec. 27, 2015 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Long Term Debt and Capital Lease Obligations | Long-Term Debt and Capital Lease Obligations Long-term debt and capital lease obligations consist of the following (in thousands): December 27, 2015 December 31, 2014 Capital lease obligations $ 13,763 $ 8,678 2017 Notes 56,505 272,652 2020 Notes 504,547 — Mortgages 2,740 — Shareholder debt 1,998 — 579,553 281,330 Less: current portion (2,171 ) (718 ) $ 577,382 $ 280,612 2020 Notes On February 13, 2015, WMG issued $632.5 million aggregate principal amount of the 2020 Notes pursuant to an indenture, dated as of February 13, 2015 between WMG and The Bank of New York Mellon Trust Company, N.A., as Trustee. The 2020 Notes require interest to be paid semi-annually on each February 15 and August 15 at an annual rate of 2.00% , and mature on February 15, 2020 unless earlier converted or repurchased. The 2020 Notes are convertible at the option of the holder, during certain periods and subject to certain conditions described below, solely into cash at an initial conversion rate of 32.3939 shares of WMG common stock per $1,000 principal amount of the 2020 Notes, subject to adjustment upon the occurrence of certain events, which represents an initial conversion price of approximately $30.87 per share of WMG common stock. On November 24, 2015, Wright Medical Group N.V. executed a supplemental indenture, fully and unconditionally guaranteeing, on a senior unsecured basis, WMG’s obligations relating to the 2020 Notes, changing the underlying reference securities from WMG common stock to Wright Medical Group N.V. ordinary shares and making a corresponding adjustment to the conversion price. From and after the effective time of the Wright/Tornier merger, (i) all calculations and other determinations with respect to the 2020 Notes previously based on references to WMG common stock are calculated or determined by reference to our ordinary shares, and (ii) the Conversion Rate (as defined in the 2020 Notes Indenture) for the 2020 Notes was adjusted to an initial conversion rate of 33.39487 ordinary shares (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). The 2020 Notes may not be redeemed by WMG prior to the maturity date, and no “sinking fund” is available for the 2020 Notes, which means that WMG is not required to redeem or retire the 2020 Notes periodically. The holders of the 2020 Notes may convert their notes at any time prior to August 15, 2019 solely into cash, in multiples of $1,000 principal amount, upon satisfaction of one or more of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2015 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2020 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. The Wright/Tornier merger did not result in a conversion right for holders of the 2020 Notes. On or after August 15, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2020 Notes solely into cash, regardless of the foregoing circumstances. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2020 Notes, equal to the settlement amount as calculated under the indenture relating to the 2020 Notes. If WMG undergoes a fundamental change, as defined in the indenture relating to the 2020 Notes, subject to certain conditions, holders of the 2020 Notes will have the option to require WMG to repurchase for cash all or a portion of their notes at a purchase price equal to 100% of the principal amount of the 2020 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the indenture relating to the 2020 Notes. In addition, following certain corporate transactions, WMG, under certain circumstances, will increase the applicable conversion rate for a holder that elects to convert its 2020 Notes in connection with such corporate transaction. The 2020 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of WMG's indebtedness that is expressly subordinated in right of payment to the 2020 Notes; (ii) equal in right of payment to any of WMG's unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of WMG's subsidiaries. In conjunction with the issuance of the 2020 Notes, we recorded deferred financing charges of approximately $18 million , which are being amortized over the term of the 2020 Notes using the effective interest method. The 2020 Notes Conversion Derivative requires bifurcation from the 2020 Notes in accordance with ASC Topic 815, Derivatives and Hedging, and is accounted for as a derivative liability. See Note 6 for additional information regarding the 2020 Notes Conversion Derivative. The fair value of the 2020 Notes Conversion Derivative at the time of issuance of the 2020 Notes was $149.8 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2017 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2020 Notes. For the year ended December 27, 2015 , we recorded $21.8 million of interest expense related to the amortization of the debt discount based upon an effective rate of 8.54% . The components of the 2020 Notes were as follows (in thousands): Fiscal year ended December 27, 2015 Principal amount of 2020 Notes 632,500 Unamortized debt discount (127,953 ) Net carrying amount of 2020 Notes $ 504,547 The estimated fair value of the 2020 Notes was approximately $641 million at December 27, 2015 , based on a quoted price in an active market (Level 1). WMG entered into the 2020 Notes Hedges in connection with the issuance of the 2020 Notes with the Option Counterparties. See Note 6 for additional information on the 2020 Notes Hedges. The 2020 Notes Hedges, which are cash-settled, are intended to reduce WMG's exposure to potential cash payments that WMG would be required to make if holders elect to convert the 2020 Notes at a time when our ordinary share price exceeds the conversion price. However, in connection with certain events, including, among others, (i) a merger or other make-whole fundamental change (as defined in the 2020 Notes indenture), (ii) certain hedging disruption events, which may include changes in tax laws, an increase in the cost of borrowing our ordinary shares in the market or other material increases in the cost to the Option Counterparties of hedging the 2020 Note Hedges and warrants, (iii) WMG's failure to perform certain obligations under the 2020 Notes indenture or under the 2020 Notes Hedges and warrant transactions, (iv) certain payment defaults on WMG's existing indebtedness in excess of $25 million or (v) if WMG or any of its significant subsidiaries become insolvent or otherwise becomes subject to bankruptcy proceedings, the Option Counterparties have the discretion to terminate the 2020 Note Hedges and warrant transactions at a value determined by them in a commercially reasonable manner, which may reduce the effectiveness of the 2020 Note Hedges or increase WMG's obligations under the warrant transactions. In addition, the Option Counterparties have broad discretion to make certain adjustments to the 2020 Notes Hedges and warrant transactions upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2020 Notes, (ii) a change in law that adversely impacts the Option Counterparties’ ability to hedge their positions in the 2020 Note Hedges and warrants or (iii) upon the announcement of certain significant corporate events, including events that may give rise to a termination event as described above, such as the announcement of a third-party tender offer for more than 10% of our ordinary shares or that may have a material economic effect on the warrant transactions. Any such adjustment may also reduce the effectiveness of the 2020 Note Hedges or increase WMG's obligations under the warrant transactions. The aggregate cost of the 2020 Notes Hedges was $145 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 6 of the condensed consolidated financial statements for additional information regarding the 2020 Notes Hedges and the 2020 Notes Conversion Derivative. WMG also entered into warrant transactions in which it sold warrants for an aggregate of 20.5 million shares of WMG common stock to the Option Counterparties, subject to adjustment. The strike price of the warrants was initially $40 per share of WMG common stock, which was 59% above the last reported sale price of WMG common stock on February 9, 2015. On November 24, 2015, Wright Medical Group N.V. assumed WMG's obligations pursuant to the warrants. Following the assumption, the warrants became exercisable for Wright Medical Group N.V. ordinary shares and the strike price of the warrants was adjusted to $38.8010 per ordinary share. The warrants are net-share settled and are exercisable over the 200 trading day period beginning on May 15, 2020. The warrant transactions will have a dilutive effect to the extent that the market value per ordinary share during such period exceeds the applicable strike price of the warrants. Aside from the initial payment of the $145 million premium to the Option Counterparties, we do not expect to be required to make any cash payments to the Option Counterparties under the 2020 Notes Hedges and expect to be entitled to receive from the Option Counterparties cash, generally equal to the amount by which the market price per ordinary share exceeds the strike price of the convertible note hedging transactions during the relevant valuation period. The strike price under the 2020 Notes Hedges is equal to the conversion price of the 2020 Notes. Additionally, if the market value per ordinary share exceeds the strike price on any day during the 200 trading day measurement period under the warrant transaction, we will be obligated to issue to the Option Counterparties a number of ordinary shares equal in value to one percent of the amount by which the then-current market value of one ordinary share exceeds the then-effective strike price of each warrant, multiplied by the number of reference ordinary shares into which the 2020 Notes are then convertible at or following maturity. We will not receive any additional proceeds if warrants are exercised. 2017 Notes On August 31, 2012, WMG issued $300 million aggregate principal amount of the 2017 Notes pursuant to an indenture, dated as of August 31, 2012 between WMG and The Bank of New York Mellon Trust Company, N.A., as Trustee. The 2017 Notes mature on August 15, 2017 , and we pay interest on the 2017 Notes semi-annually on each February 15 and August 15 at an annual rate of 2.00% . WMG may not redeem the 2017 Notes prior to the maturity date, and no “sinking fund” is available for the 2017 Notes, which means that WMG is not required to redeem or retire the 2017 Notes periodically. The 2017 Notes are convertible at the option of the holder, during certain periods and subject to certain conditions as described below, solely into cash at an initial conversion rate of 39.3140 shares per $1,000 principal amount of the 2017 Notes, subject to adjustment upon the occurrence of specified events, which represents an initial conversion price of $25.44 per share. The holder of the 2017 Notes may convert their notes at any time prior to February 15, 2017 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending December 31, 2012 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. While we currently do not expect significant conversions because the notes currently trade at a premium to the as-converted value, and a converting holder would forego future interest payments, any conversions would reduce our cash resources. On or after February 15, 2017 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2017 Notes solely into cash, regardless of the foregoing circumstances. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2017 Notes, equal to the settlement amount as calculated under the indenture relating to the 2017 Notes. If we undergo a fundamental change, as defined in the indenture relating to the 2017 Notes, subject to certain conditions, holders of the 2017 Notes will have the option to require WMG to repurchase for cash all or a portion of their notes at a purchase price equal to 100% of the principal amount of the 2017 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the indenture relating to the 2017 Notes. In addition, following certain corporate transactions, WMG, under certain circumstances, will pay a cash make-whole premium by increasing the applicable conversion rate for a holder that elects to convert its 2017 Notes in connection with such corporate transaction. The 2017 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of WMG's indebtedness that is expressly subordinated in right of payment to the 2017 Notes; (ii) equal in right of payment to any of WMG's unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of WMG's subsidiaries. As a result of this transaction, we recognized deferred financing charges of approximately $8.8 million , which are being amortized over the term of the 2017 Notes using the effective interest method. The 2017 Notes Conversion Derivative requires bifurcation from the 2017 Notes in accordance with ASC Topic 815, Derivatives and Hedging, and is accounted for as a derivative liability. See Note 6 for additional information regarding the 2017 Notes Conversion Derivative. The fair value of the 2017 Notes Conversion Derivative at the time of issuance of the 2017 Notes was $48.1 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2017 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2017 Notes. For the year ended December 27, 2015 and December 31, 2014, we recorded $2.9 million and $9.3 million of interest expense related to the amortization of the debt discount, respectively, based upon an effective rate of 6.47% . In connection with the issuance of the 2020 Notes, on February 13, 2015, WMG repurchased and extinguished $240 million aggregate principal amount of the 2017 Notes and settled all of the 2017 Notes Hedges (receiving $70 million ) and repurchased all of the warrants (paying $60 million ) associated with the 2017 Notes. As a result of the repurchase, we recognized approximately $25.1 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within "Other expense (income), net" in our condensed consolidated statements of operations. As of December 27, 2015 , $60 million aggregate principal amount of the 2017 Notes remained outstanding and is included within long-term obligations on the consolidated balance sheet. The components of the 2017 Notes were as follows (in thousands): December 27, 2015 December 31, 2014 Principal amount of 2017 Notes $ 60,000 $ 300,000 Unamortized debt discount (3,495 ) (27,348 ) Net carrying amount of 2017 Notes $ 56,505 $ 272,652 The estimated fair value of the 2017 Notes was approximately $68 million at December 27, 2015 , based on a quoted price in an active market (Level 1). Acquired Debt, Repayment of Certain Indebtedness and Termination of Credit Facility On October 1, 2015, in connection with the consummation of the Wright/Tornier merger, we acquired certain mortgages, shareholder debt, term debt, and a line of credit. The mortgages acquired are secured by an office building in Montbonnot, France. These mortgages had an outstanding balance of $2.7 million at December 27, 2015 and bear fixed annual interest rates of 2.55% - 4.9% . The shareholder debt acquired was the result of a 2008 transaction where a 51% -owned and consolidated subsidiary of legacy Tornier borrowed $2.2 million from a then-current member of the legacy Tornier board of directors, who was 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 the three-month Euro Libor rate plus 0.5% and has no stated term. The outstanding balance on this debt was $2 million as of December 27, 2015 . See Note 17 of the condensed consolidated financial statements for additional information regarding this related party transaction. As of October 1, 2015, legacy Tornier had approximately $74 million in outstanding term debt and $7 million in a line of credit under a pre-existing credit agreement. Upon completion of the Wright/Tornier merger, we terminated all commitments under this credit agreement and repaid approximately $81 million in outstanding indebtedness. We did not incur any early termination penalties in connection with such repayment and termination. Maturities Aggregate annual maturities of our long-term obligations at December 27, 2015 , excluding capital lease obligations, are as follows (in thousands): 2016 835 2017 60,589 2018 509 2019 212 2020 632,717 Thereafter 2,370 $ 697,232 As discussed in Note 7 , we have acquired certain property and equipment pursuant to capital leases. At December 27, 2015 , future minimum lease payments under capital lease obligations, together with the present value of the net minimum lease payments, are as follows (in thousands): 2016 $ 1,989 2017 1,842 2018 1,801 2019 1,718 2020 1,581 Thereafter 8,728 Total minimum payments 17,659 Less amount representing interest (3,896 ) Present value of minimum lease payments 13,763 Current portion (1,341 ) Long-term portion $ 12,422 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Notes) | 12 Months Ended |
Dec. 27, 2015 | |
Accumulated Other Comprehensive Income [Abstract] | |
Comprehensive Income (Loss), Note | Accumulated Other Comprehensive Income (AOCI) Other comprehensive income (OCI) includes certain gains and losses that under US GAAP are included in comprehensive income but are excluded from net income as these amounts are initially recorded as an adjustment to shareholders’ equity. Amounts in OCI may be reclassified to net income upon the occurrence of certain events. Our 2014 OCI is comprised of foreign currency translation adjustments, unrealized gains and losses on available-for-sale securities, and adjustments to our minimum pension liability. Our 2015 OCI is comprised solely of foreign currency translation adjustments. Foreign currency translation adjustments are reclassified to net income upon sale or upon a complete or substantially complete liquidation of an investment in a foreign entity. Unrealized gains and losses on available-for-sale securities and reclassified to net income if we sell the security before maturity of if the unrealized loss in a security is considered to be other-than-temporary. Changes in and reclassifications out of AOCI, net of tax, for the twelve months ended December 31, 2014 and December 27, 2015 were as follows (in thousands): Currency translation adjustment Unrealized gain (loss) on marketable securities Minimum pension liability adjustment Total Balance December 31, 2013 $ 17,610 $ (1 ) $ 344 $ 17,953 Other comprehensive income loss, net of tax (17,840 ) 1 — (17,839 ) Reclassification to CTA and minimum pension liability adjustment 1 2,628 — (344 ) 2,284 Balance December 31, 2014 $ 2,398 $ — $ — $ 2,398 Other comprehensive income loss, net of tax (12,882 ) — — (12,882 ) Balance December 27, 2015 $ (10,484 ) $ — $ — $ (10,484 ) ___________________________ 1 The balances of CTA and minimum pension liability adjustment within AOCI were written-off following the liquidation of our former Japanese subsidiary as part of the sale of our OrthoRecon business. This was recorded within the gain on the sale of the OrthoRecon business within results of discontinued operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of our loss before income taxes are as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 U.S. $ (225,473 ) $ (242,998 ) $ (230,975 ) Foreign (16,738 ) (3,832 ) 572 Loss before income taxes $ (242,211 ) $ (246,830 ) $ (230,403 ) The components of our provision (benefit) for income taxes are as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Current (benefit) provision: U.S.: Federal $ — $ (48 ) $ 296 State 255 198 85 Foreign 608 1,674 180 Total current (benefit) provision 863 1,824 561 Deferred provision (benefit): U.S.: Federal (1,450 ) (3,164 ) 48,257 State (166 ) (1,411 ) 884 Foreign (3,098 ) (3,583 ) 63 Total deferred provision (benefit) (4,714 ) (8,158 ) 49,204 Total provision (benefit) for income taxes $ (3,851 ) $ (6,334 ) $ 49,765 A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Income tax provision at statutory rate 35.0 % 35.0 % 35.0 % State income taxes 3.7 % 1.8 % 3.2 % Change in valuation allowance (36.5 )% (15.9 )% (51.9 )% CVR fair market value adjustment 1.1 % (17.7 )% 9.3 % Goodwill impairment — % — % (17.5 )% Other, net (1.7 )% (0.6 )% 0.3 % Total 1.6 % 2.6 % (21.6 )% The significant components of our de ferred income taxes as of December 27, 2015 and December 31, 2014 are as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 Deferred tax assets: Net operating loss carryforwards $ 289,715 $ 131,986 General business credit carryforward 6,121 3,696 Reserves and allowances 52,482 27,334 Share-based compensation expense 18,423 7,942 Convertible debt notes and conversion option 46,631 31,491 Other 6,720 7,418 Valuation allowance (336,060 ) (171,392 ) Total deferred tax assets 84,032 38,475 Deferred tax liabilities: Depreciation 8,455 1,915 Intangible assets 58,266 9,977 Convertible note bond hedge 49,826 31,200 Other 6,660 3,287 Total deferred tax liabilities 123,207 46,379 Net deferred tax liabilities $ (39,175 ) $ (7,904 ) At December 27, 2015 , we had net operating loss carryforwards for U.S. federal income tax purposes of approximately $700 million , of which approximately $8 million related to equity compensation deductions, for which when realized, the resulting benefit will be credited to shareholders' equity. The federal net operating losses begin to expire in 2016 and extend through 2035. State net operating losses carryforwards at December 27, 2015 totaled approximately $537 million , which begin to expire in 2016 and extend through 2035. Additionally, we had general business credit carryforwards of approximately $6 million , which begin to expire in 2016 and extend through 2035. At December 27, 2015 , we had foreign net operating loss carryforwards of approximately $101 million , $45 million of which do not expire and $56 million which begin to expire in 2016 and extend through 2028. At December 27, 2015 and December 31, 2014 , we had a valuation allowance of $336 million and $171 million , respectively, related to certain U.S. and foreign deferred tax assets. In addition, our ending valuation allowance balance includes approximately $56 million allocated from the preliminary purchase consideration with respect to the merger with Tornier. We recognized income tax expense for valuation allowance increase of $109 million during the year ended December 27, 2015 , primarily related to additional net operating losses incurred in the United States. Management believes it is more likely than not that the remaining deferred tax assets will be fully realized. It is our current practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. Therefore, we do not provide for deferred taxes on the excess of the financial reporting over the tax basis in our investments in foreign subsidiaries that are essentially permanent in duration. We would recognize a deferred income tax liability if we were to determine that such earnings are no longer indefinitely reinvested. At December 27, 2015 , undistributed earnings of our foreign subsidiaries amounted to approximately $15 million . The determination of the amount of unrecognized deferred tax liability on these undistributed earnings is not practicable. As of December 27, 2015 , our unrecognized tax benefits totaled approximately $10 million . The total amount of net unrecognized tax benefits that, if recognized, would affect the tax rate was approximately $5 million at December 27, 2015 . Our 2009-2013 U.S. federal income tax returns are currently under examination by the Internal Revenue Service. While we believe that we are adequately accrued for possible adjustments, the final resolution of this examination cannot be determined at this time and could result in a final settlement that differs from current estimates. It is, therefore, possible that our unrecognized tax benefits could change in the next twelve months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance at January 1, 2015 $ 4,439 Additions from mergers 5,618 Additions for tax positions related to current year 344 Additions for tax positions of prior years — Reductions for tax positions of prior years (206 ) Settlements — Foreign currency translation (254 ) Balance at December 27, 2015 $ 9,941 We accrue interest required to be paid by the tax law for the underpayment of taxes on the difference between the amount claimed or expected to be claimed on the tax return and the tax benefit recognized in the financial statements. Management has made the policy election to record this interest as interest expense and penalties, if incurred, would be recognized as penalty expense within "Other expense (income)" on our consolidated statements of operations. As of December 27, 2015 , accrued interest and penalties related to our unrecognized tax benefits totaled approximately $1 million . We file numerous consolidated and separate company income tax returns in the United States and in many foreign jurisdictions. We are no longer subject to foreign income tax examinations by tax authorities in significant jurisdictions for years before 2007. With few exceptions, we are subject to U.S. federal, state, and local income tax examinations for years 2012 through 2014. However, tax authorities have the ability to review years prior to these to the extent that we utilize tax attributes carried forward from those prior years. |
Other Balance Sheet Information
Other Balance Sheet Information | 12 Months Ended |
Dec. 27, 2015 | |
Other Long-Term Liabilities [Abstract] | |
Other Long-Term Liabilities | Other Balance Sheet Information Other long-term liabilities consist of the following (in thousands): December 27, December 31, 2015 2014 Product liability ( See Note 16 ) 13,990 6,050 Notes Conversion Derivatives ( See Note 6 ) 139,547 76,000 Deferred license revenue ( See Note 2 ) 3,263 3,689 Contingent consideration and CVRs (See Note 6 ) 29,858 36,549 Other 21,916 11,756 $ 208,574 $ 134,044 Accrued expenses and other liabilities consist of the following (in thousands): December 27, December 31, 2015 2014 Employee bonus $ 27,515 $ 2,557 Other employee benefits 22,816 5,968 Royalties 12,918 3,220 Taxes other than income 18,895 5,782 Commissions 15,196 6,857 Professional and legal fees 21,048 13,822 Contingent consideration (See Note 6 ) 792 99,137 Product liability (see Note 16 ) 16,630 10,262 Other 38,053 22,009 $ 173,863 $ 169,614 |
Earnings per share (Notes)
Earnings per share (Notes) | 12 Months Ended |
Dec. 27, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We are authorized to issue up to 320,000,000 ordinary shares, each share with a par value of three Euro cents ( €0.03 ). We had 102,672,678 and 52,913,093 ordinary shares issued and outstanding as of December 27, 2015 and December 31, 2014, respectively. As discussed in Note 3 , the Wright/Tornier merger completed on October 1, 2015 has been accounted for as a “reverse acquisition” under US GAAP. As such, legacy Wright is considered the acquiring entity for accounting purposes; and therefore, legacy Wright’s historical results of operations replaced legacy Tornier’s historical results of operations for all periods prior to the merger. Additionally, each legacy Wright share was converted into the right to receive 1.0309 ordinary shares of the combined company and the par value was revised to reflect the €0.03 par value as compared to the legacy Wright par value of $0.01 . These changes resulted in the restatement of the following to conform to the current presentation: • ordinary shares and APIC balances for all periods included within the statements of shareholders' equity; • 2014 ordinary shares balance, APIC balance, and ordinary shares outstanding on the balance sheet; • 2013 and 2014 earnings per share and weighted average ordinary shares outstanding on the statements of operations; • 2013 and 2014 weighted average ordinary shares outstanding below; and • 2013 and 2014 impact of share-based compensation on earnings per share in Note 14 . FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated to include any dilutive effect of our ordinary share equivalents. For the years ended December 27, 2015 and December 31, 2014, our ordinary share equivalents consisted of stock options, non-vested shares of ordinary shares, stock-settled phantom stock units, restricted stock units, and warrants. Additionally, for the year ended December 31, 2013 , our ordinary share equivalents consisted of stock options, non-vested shares of ordinary shares, stock-settled phantom stock units, restricted stock units, 2014 Notes, and warrants. The dilutive effect of the stock options, non-vested shares of ordinary shares, stock-settled phantom stock units, restricted stock units, and warrants is calculated using the treasury-stock method. The dilutive effect of the 2014 Notes is calculated by applying the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income as if the securities were converted at the beginning of the period. The 2014 Notes matured on December 1, 2014. Net-share settled warrants on the 2017 Notes and 2020 Notes were anti-dilutive for the years ended December 27, 2015 and December 31, 2014 . We had outstanding options to purchase 9,866,666 ordinary shares and 1,133,295 restricted stock units at December 27, 2015 , 4,309,062 ordinary shares and 282,674 restricted stock units and restricted stock awards at December 31, 2014 , and 3,472,561 ordinary shares and 129,353 restricted stock units and restricted stock awards at December 31, 2013 . None of the options, restricted stock units, or restricted stock awards were included in diluted earnings per share for the years ended December 27, 2015 , December 31, 2014 , and December 31, 2013 because we recorded a net loss for all periods; and therefore, including these instruments would be anti-dilutive. The weighted-average number of ordinary shares outstanding for basic and diluted earnings per share purposes is as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Weighted-average number of ordinary shares outstanding — basic 1 64,808 51,293 48,103 Ordinary share equivalents — — — Weighted-average number of ordinary shares outstanding — diluted 1 64,808 51,293 48,103 1 The prior year balances were converted to meet post-merger valuations as described above. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plans | Share-Based Compensation We currently have two share-based compensation plans under which share-based awards may be granted - the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan and the Tornier N.V. 2010 Employee Stock Purchase Plan, which are described below. In addition, we have several legacy Wright and legacy Tornier share-based compensation plans and agreements under which stock options are outstanding, but no future share-based awards may be granted. Amounts recognized in the consolidated financial statements with respect to share-based compensation are as follows: Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Total cost of share-based payment plans $ 24,716 $ 11,287 $ 11,912 Amounts capitalized as inventory (51 ) (66 ) (467 ) Amortization of capitalized amounts 299 266 513 Charged against income before income taxes 24,964 11,487 11,958 Amount of related income tax benefit recognized in income — — (3,945 ) Impact to net loss from continuing operations $ 24,964 $ 11,487 $ 8,013 Impact to net income from discontinued operations — 8,845 2,320 Impact to net (loss) income $ 24,964 $ 20,332 $ 10,333 Impact to basic earnings per share, continuing operations 1 $ 0.39 $ 0.22 $ 0.17 Impact to basic earnings per share 1 $ 0.39 $ 0.40 $ 0.21 Impact to diluted earnings per share, continuing operations 1 $ 0.39 $ 0.22 $ 0.17 Impact to diluted earnings per share 1 $ 0.39 $ 0.40 $ 0.21 1 The prior year balances were converted to meet post-merger valuations as described in Note 13 . On October 1, 2015, all stock options, restricted stock units, non-vested shares of WMG common stock, and stock-settled phantom stock units outstanding as of the effective time of the Wright/Tornier merger automatically vested, resulting in $14.2 million in share-based compensation expense. Upon this acceleration, 1,321,852 stock options vested with a weighted-average exercise price of $25.53 per share, and 282,564 restricted stock units, non-vested shares of WMG common stock, and stock-settled phantom stock units vested with a weighted-average grant-date fair value of $26.30 per share. As of December 27, 2015 , we had $37.3 million of total unrecognized share-based compensation cost related to unvested share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 3.54 years. During 2014 , as part of the divestiture of our OrthoRecon business to MicroPort, we modified share-based compensation awards held by employees assigned to MicroPort to accelerate vesting for unvested share-based compensation awards, as an incentive to induce each employee to accept and continue employment with MicroPort, contingent upon the closing of the sale. On January 12, 2014, all unvested share-based compensation awards held by these former 65 employees were vested, which was comprised of approximately 500,000 non-vested options with a weighted-average exercise price of $ 22.50 per share and 266,000 non-vested shares. The incremental cost associated with the modified share-based compensation totaled $8.8 million , and was recognized as a reduction to our gain realized on the sale of the OrthoRecon business in the first quarter of 2014 . There were no outstanding stock options held by these former employees as of December 31, 2014 . During 2013 , in connection with the BioMimetic acquisition, we recognized $2.2 million of share-based compensation expense related to the incremental fair value of replacement awards attributed to pre-combination service. Equity Incentive Plans The Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan (the 2010 Plan), which is an amended and restated version of legacy Tornier's Tornier N.V. Amended and Restated 2010 Incentive Plan, was approved by our shareholders on June 18, 2015 and became effective upon completion of the Wright/Tornier merger on October 1, 2015. The 2010 Plan authorizes us to grant a wide variety of share-based and cash-based awards, including incentive and non-qualified options, stock appreciation rights, stock grants, stock unit grants, cash-based awards, and other share-based awards. To date, only stock options and stock grants in the form of restricted stock units (RSUs) have been granted. Both types of awards generally have graded vesting periods of 3 or 4 years and the options expire 10 years after the grant date. Options are granted with exercise prices equal to the fair market value of our ordinary shares on the date of grant. The 2010 Plan reserves for issuance a number of ordinary shares equal to the sum of (i) the number of ordinary shares available for grant under legacy Tornier's prior stock option plan as of February 2, 2011 (not including issued or outstanding shares granted pursuant to options under such plan as of such date); (ii) the number of ordinary shares forfeited upon the expiration, cancellation, forfeiture, cash settlement, or other termination following February 2, 2011 of an option outstanding as of February 2, 2011 under legacy Tornier's prior stock option plan; and (iii) 8,200,000 shares. As of December 27, 2015 , 2.9 million ordinary shares remained available for grant under the 2010 Plan, and there were 6,022,912 ordinary shares covering outstanding awards under such plan as of such date. In addition to the legacy Tornier prior stock option plan mentioned above under which previously granted vested options remained outstanding as of December 27, 2015 , there are two legacy Wright share-based compensation plans and four non-plan inducement option agreements under which previously granted vested options remained outstanding as of December 27, 2015 , including the Wright Medical Group, Inc. Second Amended and Restated 2009 Equity Incentive Plan (the Legacy Wright 2009 Plan) and the Wright Medical Group, Inc. Fifth Amended and Restated 1999 Equity Incentive Plan. All of these plans and agreements were terminated with respect to future awards, and thus, no future share-based awards may be granted under any of these legacy plans and agreements. No stock options or other share-based awards were granted under legacy Wright's share-based compensation plans during 2015 due to the pending Wright/Tornier merger. During 2014 and 2013 , legacy Wright granted 853 thousand and 1,033 thousand stock options, respectively, and granted 264 thousand and 223 thousand non-vested shares of common stock, stock-settled phantom stock units, and restricted stock units, respectively, to employees under the Legacy Wright 2009 Plan. All of the options issued under the Legacy Wright 2009 Plan expire after 10 years from the date of grant. All outstanding awards under the legacy Wright plans automatically vested on October 1, 2015 as a result of the Wright/Tornier merger; therefore, there are no restricted stock units, non-vested shares of common stock, or stock-settled phantom stock units outstanding at December 27, 2015 . Additionally, under the legacy Wright plans, there were 3,362,110 stock options outstanding as of December 27, 2015 . Stock options We estimate the fair value of stock options using the Black-Scholes valuation model. The Black-Scholes option-pricing model requires the input of estimates, including the expected life of stock options, expected stock price volatility, the risk-free interest rate and the expected dividend yield. Prior to the Wright/Tornier merger, the expected life of options was estimated based on historical option exercise and employee termination data. Post merger, the expected life of options was estimated based on the simplified method due to a lack of comparable, historic option exercise, and employee termination data for the combined company. The expected stock price volatility assumption was estimated based upon historical volatility of our ordinary shares for both legacy Wright and legacy Tornier prior to October 1, 2015. The risk-free interest rate was determined using U.S. Treasury rates where the term is consistent with the expected life of the stock options. Expected dividend yield is not considered as we have never paid dividends and have no plans of doing so in the future. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting forfeitures and record share-based compensation expense only for those awards that are expected to vest. The fair value of stock options is amortized on a straight-line basis over the respective requisite service period, which is generally the vesting period. The weighted-average grant date fair value of stock options granted to employees in 2015 , 2014 , and 2013 was $7.05 per share, $9.98 per share, and $8.60 per share, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model using the following assumptions: Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Risk-free interest rate 1.4% - 1.6% 1.5% - 1.8% 0.1% - 1.4% Expected option life 6 years 6 years 6 years Expected price volatility 33% 31% 36% A summary of our stock option activity during 2015 is as follows: Shares (000’s) Weighted-average exercise price Weighted-average remaining contractual life Aggregate intrinsic value* ($000’s) Outstanding at December 31, 2014 3,517 $ 24.22 Exercised (134) 23.13 Forfeited or expired (87) 26.26 Incremental shares upon conversion 99 23.49 Assumed awards in merger 2,476 20.43 Granted post-merger 3,135 20.63 Exercised post-merger (22) 19.01 Forfeited or expired post-merger (34) 20.26 Outstanding at December 27, 2015 8,950 $ 21.66 7.45 $ 17,945 Exercisable at December 27, 2015 5,826 $ 22.21 6.19 $ 7,871 ________________________________ * The aggregate intrinsic value is calculated as the difference between the market value of our ordinary shares as of December 27, 2015 and the exercise price of the options. The market value as of December 27, 2015 was $23.56 per share, which is the closing sale price of our ordinary shares on December 24, 2015, the last trading day prior to December 27, 2015 , as reported by the NASDAQ Global Select Market. The total intrinsic value of options exercised during 2015 , 2014 , and 2013 was $0.4 million , $5.3 million , and $1.4 million , respectively. A summary of our stock options outstanding and exercisable at December 27, 2015 is as follows (shares in thousands): Options outstanding Options exercisable Range of exercise prices Number outstanding Weighted-average remaining Weighted-average exercise Number exercisable Weighted-average exercise $2.00 — $16.00 441 3.8 $ 13.54 441 $ 13.54 $16.01 — $24.00 7,117 7.8 20.86 3,993 21.05 $24.01 — $35.87 1,392 6.8 28.28 1,392 28.28 8,950 7.4 $ 21.66 5,826 $ 22.21 Restricted stock units, non-vested shares, and stock-settled phantom stock units We calculate the grant date fair value of restricted stock units, non-vested shares of common stock, and stock-settled phantom stock units using the closing sale prices on the trading day immediately prior to the grant date. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting forfeitures and record share-based compensation expense only for those awards that are expected to vest. We granted 1.1 million , 0.3 million , and 0.2 million restricted stock units, non-vested shares of common stock, and stock-settled phantom stock units to employees with weighted-average grant-date fair values of $20.60 per share, $30.04 per share, and $24.66 per share during 2015 , 2014 , and 2013 , respectively. The fair value of the unvested restricted stock units granted after completion of the Wright/Tornier merger shares will be recognized on a straight-line basis over the respective requisite service period, which is generally the vesting period. During 2015, we did not grant any restricted stock units to non-employees, and during 2014 and 2013 , we granted a negligible amount of non-vested shares to non-employees. A summary of our restricted stock unit, non-vested shares, and stock-settled phantom stock unit activity during 2015 is as follows: Shares (000’s) Weighted-average grant-date fair value Aggregate intrinsic value* ($000’s) Non-vested at December 31, 2014 493 $ 26.23 Vested (213 ) 25.11 Forfeited (6 ) 29.59 Incremental shares upon conversion 9 $ 26.30 Acceleration upon merger (283 ) $ 26.30 Granted post-merger 1,139 $ 20.60 Vested post-merger (2 ) $ 20.62 Forfeited post-merger (4 ) $ 10.87 Non-vested at December 27, 2015 1,133 $ 20.63 $ 26,700 ___________________ * The aggregate intrinsic value is calculated as the market value of our ordinary shares as of December 27, 2015 . The market value as of December 27, 2015 was $23.56 per share, which is the closing sale price of our ordinary shares on December 24, 2015, the last trading day prior to December 27, 2015, as reported by the NASDAQ Global Select Market. The total fair value of shares vested during 2015 , 2014 , and 2013 was $11.8 million , $5.4 million , and $6.5 million , respectively. Inducement Stock Options On occasion, legacy Wright granted stock options under an inducement stock option agreement, in order to induce candidates to commence employment with legacy Wright as a member of the executive management team. These options vested over a service period ranging from three to four years. A summary of our inducement grant stock option activity during 2015 is as follows: Shares (000’s) Weighted-average exercise price Weighted-average remaining contractual life Aggregate intrinsic value* ($000’s) Outstanding at December 31, 2014 890 $ 17.21 Granted — — Exercised — — Forfeited or expired — — Incremental shares upon conversion 27 16.69 Outstanding at December 27, 2015 917 16.69 6 $ 6,300 Exercisable at December 27, 2015 917 $ 16.69 6 $ 6,300 ________________________________ * The aggregate intrinsic value is calculated as the difference between the market value of ordinary shares as of December 27, 2015 and the exercise price of the shares. The market value as of December 27, 2015 was 23.56 per share, which is the closing sale price of our ordinary shares on December 24, 2015, the last trading day prior to December 27, 2015 , as reported by the NASDAQ Global Select Market. A summary of our inducement grant stock options outstanding and exercisable at December 27, 2015 , is as follows (shares in thousands): Options outstanding Options exercisable Range of exercise prices Number outstanding Weighted-average remaining Weighted-average exercise Number exercisable Weighted-average exercise $2.00 — $16.00 696 5.76 $ 15.57 696 $ 15.57 $16.01 — $35.87 221 6.76 20.22 221 20.22 917 6.00 $ 16.69 917 $ 16.69 Employee Stock Purchase Plan Under the Tornier N.V. 2010 Employee Stock Purchase Plan (the ESPP), which was approved by the legacy Tornier shareholders in August 2010, we are authorized to issue and sell up to 333,333 ordinary shares to employees of certain designated subsidiaries who work at least 20 hours per week. Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and the other beginning July 1 and ending on December 31. Under the terms of the ESPP, employees can choose each offering period to have up to 10% of their annual base earnings withheld to purchase up to 833 of our ordinary shares. The purchase price of the shares is 85% of the market price on the last day of the offering period. As a result of the then pending Wright/Tornier merger, legacy Tornier suspended the operation of the ESPP effective as of December 31, 2014 . We are considering restarting the ESPP sometime during 2016. As of December 27, 2015 , there were 285,845 ordinary shares available for future issuance under the ESPP. Legacy Wright also had a similar employee stock purchase plan (the Legacy Wright ESPP), under which its employees could choose each offering period to have up to 5% of their annual base earnings, limited to $5,000 , withheld to purchase WMG common stock. The purchase price of the stock was 85% of the lower of its beginning-of-period or end-of-period market price. Legacy Wright terminated the Legacy Wright ESPP after the completion of the second half of 2014 offering period due to the then pending Wright/Tornier merger; and therefore, as of December 27, 2015 , there were no shares available for future issuance under the Legacy Wright ESPP. Under the Legacy Wright ESPP, legacy Wright sold to employees approximately 22,000 and 23,000 in 2014 and 2013 , respectively, with weighted-average fair values of $8.18 and $6.81 per share, respectively. During 2014 and 2013 , we recorded nominal amounts of non-cash, share-based compensation expense related to the Legacy Wright ESPP. In applying the Black-Scholes methodology to the purchase rights granted under the Legacy Wright ESPP, we used the following assumptions: Fiscal year ended December 31, 2014 December 31, 2013 Risk-free interest rate 0.3% - 0.6% 0.1% - 0.4% Expected option life 6 months 6 months Expected price volatility 31% 36% |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 27, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Benefit Plans For the year ended December 27, 2015 , legacy Wright and legacy Tornier provided separate retirement benefit plans for their respective employees. Legacy Wright sponsored a defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (Code), which covered U.S. employees who are 21 years of age and over. Under this plan, legacy Wright matched voluntary employee contributions at a rate of 100% for the first 2% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation. Employees vest in company contributions after three years of service. The expense related to this plan recognized within our results from continuing operations was $2.5 million in 2015 , $1.6 million in 2014 , and $1.2 million in 2013 . Legacy Tornier sponsored a qualified defined contribution plan that permitted eligible employees to make pre-tax deferrals of their pay as permitted under Section 401(k) of the Code. The plan covered U.S. employees who were 18 years of age and over. Under this plan, legacy Tornier provided a matching contribution each pay period equal to 50% of the employee’s pre-tax deferrals (other than catch-up contributions) that did not exceed 6% of the employee’s eligible earnings for that pay period, (for a maximum matching contribution equal to 3% of the employee’s eligible earnings for that pay period). Employees vested in the company’s matching contributions at 25% after one year of service, 50% after two years of service and 100% after three years of service. The expense related to this plan recognized within our results from continuing operations was $0.2 million in 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We lease certain equipment and office space under non-cancelable operating leases. Rental expense under operating leases approximated $8.6 million , $7.1 million , and $8 million for the years ended December 27, 2015 , December 31, 2014 , and 2013 , respectively. Future minimum payments, by year and in the aggregate, under non-cancelable operating leases with initial or remaining lease terms of one year or more, are as follows at December 27, 2015 (in thousands): 2016 $ 10,001 2017 5,608 2018 4,337 2019 3,717 2020 3,282 Thereafter 10,714 $ 37,659 Portions of our payments for operating leases are denominated in foreign currencies and were translated in the tables above based on their respective U.S. dollar exchange rates at December 27, 2015 . These future payments are subject to foreign currency exchange rate risk. Purchase Obligations We have entered into certain supply agreements for our products, which include minimum purchase obligations. We paid approximately $0 and $2.0 million during the years ended December 27, 2015 and December 31, 2014 under those supply agreements. During 2015, we entered into a supply agreement which includes minimum purchase obligations of $0.4 million , $1.5 million , and $3 million for 2016, 2017, and 2018, respectively. Legal Contingencies The legal contingencies described in this footnote relate primarily to Wright Medical Technology, Inc., an indirect subsidiary of Wright Medical Group N.V., and are not necessarily applicable to Wright Medical Group N.V. or other affiliated entities. Maintaining separate legal entities within our corporate structure is intended to ring-fence liabilities. We believe our ring-fenced structure should preclude corporate veil-piercing efforts against entities whose assets are not associated with particular claims. As described below, our business is subject to various contingencies, including patent and other litigation, product liability claims, and a government inquiry. These contingencies could result in losses, including damages, fines, or penalties, any of which could be substantial, as well as criminal charges. Although such matters are inherently unpredictable, and negative outcomes or verdicts can occur, we believe we have significant defenses in all of them, are vigorously defending all of them, and do not believe any of them will have a material adverse effect on our financial position. However, we could incur judgments, pay settlements, or revise our expectations regarding the outcome of any matter. Such developments, if any, could have a material adverse effect on our results of operations in the period in which applicable amounts are accrued, or on our cash flows in the period in which amounts are paid. Our contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss or the measurement of a loss can be complex. We have accrued for losses that are both probable and reasonably estimable. Unless otherwise indicated, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessment process relies on estimates and assumptions that may prove to be incomplete or inaccurate. Unanticipated events and circumstances may occur that could cause us to change our estimates and assumptions. Governmental Inquiries On September 29, 2010, we entered into a five-year Corporate Integrity Agreement (CIA) with the Office of the Inspector General of the United States Department of Health and Human Services (OIG-HHS). The CIA was filed as Exhibit 10.2 to legacy Wright's current report on Form 8-K filed on September 30, 2010. The CIA expired on September 29, 2015, and on January 27, 2016, we received notification from the OIG-HHS that the term of the CIA has concluded. While the term of the CIA has concluded, our failure to continue to maintain compliance with U.S. healthcare laws, regulations, and other requirements in the future could expose us to significant liability, including, but not limited to, exclusion from U.S. federal healthcare program participation, including Medicaid and Medicare, potential prosecution, civil and criminal fines or penalties, as well as additional litigation cost and expense. On August 3, 2012, we received a subpoena from the United States Attorney's Office for the Western District of Tennessee requesting records and documentation relating to our PROFEMUR ® series of hip replacement devices. The subpoena covers the period from January 1, 2000 to August 2, 2012. We continue to cooperate with the investigation. Patent Litigation In 2011, Howmedica Osteonics Corp. and Stryker Ireland, Ltd. (collectively, Stryker), each a subsidiary of Stryker Corporation, filed a lawsuit against us in the United States District Court for the District of New Jersey alleging that we infringed Stryker's U.S. Patent No. 6,475,243 related to our LINEAGE ® Acetabular Cup System and DYNASTY ® Acetabular Cup System. The lawsuit seeks an order of infringement, injunctive relief, unspecified damages, and various other costs and relief. On July 9, 2013, the Court issued a claim construction ruling. On November 25, 2014, the Court entered judgment of non-infringement in our favor. On January 7, 2015, Howmedica and Stryker filed a notice of appeal to the Court of Appeals for the Federal Circuit. The Court of Appeals heard oral argument on December 10, 2015 and took the case under advisement. We are presently awaiting the Court’s written decision. In 2012, Bonutti Skeletal Innovations, LLC (Bonutti) filed a patent infringement lawsuit against us in the United States Court for the District of Delaware. Subsequently, Inter Partes Review (IPR) of the Bonutti patents was sought before the U.S. Patent and Trademark Office. On April 7, 2014, the Court stayed the case pending outcome of the IPR. Bonutti originally alleged that the Link Sled Prosthesis infringes U.S. Patent 6,702,821. The Link Sled Prosthesis is a product we distributed under a distribution agreement with LinkBio Corp, which expired on December 31, 2013. In January 2013, Bonutti amended its complaint, alleging that the ADVANCE ® knee system, including ODYSSEY ® instrumentation, infringes U.S. Patent 8,133,229, and that the ADVANCE ® knee system, including ODYSSEY ® instrumentation and PROPHECY ® guides, infringes U.S. Patent 7,806,896, which was issued on October 5, 2010. All of the claims of the asserted patents are directed to surgical methods for minimally invasive surgery. As a result of the arguments submitted in the IPR, Bonutti abandoned the claims subject to the IPR from U.S. Patent 8,133,229, leaving one claim from U.S. Patent 7,806,896 still pending before the Patent Office Board that administers IPR’s. On February 18, 2015, the Patent Office Board held that remaining claim invalid. Following the conclusion of the IPRs, the District Court has lifted the stay, and we are continuing with our defense as to remaining patent claims asserted by Bonutti. In June 2013, Orthophoenix, LLC filed a patent lawsuit against us in the United States District Court for the District of Delaware alleging that the X-REAM ® product infringes two patents. In June 2014, we filed a request for IPR with the U.S. Patent and Trademark Office. On December 16, 2014, the Patent Office Board denied our petitions requesting IPR. We are continuing with our defense before the District Court. In June 2013, Anglefix, LLC filed suit in the United States District Court for the Western District of Tennessee, alleging that our ORTHOLOC ® products infringe Anglefix’s asserted patent. On April 14, 2014, we filed a request for IPR with the U.S. Patent and Trademark Office. In October 2014, the Court stayed the case pending outcome of the IPR. On June 30, 2015, the Patent Office Board entered judgment in our favor as to all patent claims at issue in the IPR. Following the conclusion of the IPR, the District Court lifted the stay, and we are continuing with our defense as to remaining patent claims asserted by Anglefix. In February 2014, Biomedical Enterprises, Inc. filed suit against Solana Surgical, LLC (Solana) in the United States District Court for the Western District of Texas alleging Solana's FuseForce Fixation system infringes U.S. Patent No. 8,584,853 entitled “Method and Apparatus for an Orthopedic Fixation System.” On February 20, 2015, Solana filed a request for IPR with the U.S. Patent and Trademark Office. On February 27, 2015, Biomedical Enterprises filed an amended complaint to add WMG and WMT as parties to the litigation. On April 3, 2015, the parties filed a stipulation of dismissal without prejudice as to us. On August 10, 2015, the Patent Office Review Board initiated IPR as to all challenged patent claims. The Patent Office Board heard oral argument in the IPR proceeding on February 17, 2016, and we are proceeding with our defense before the District Court. On September 23, 2014, Spineology filed a patent infringement lawsuit, Case No. 0:14-cv-03767, in the U.S. District Court in Minnesota, alleging that our X-REAM ® bone reamer infringes U.S. Patent No. RE42,757 entitled “EXPANDABLE REAMER.” In January 2015, as the deadline for service of its complaint, Spineology dismissed its complaint without prejudice and filed a new, identical complaint. We filed an answer to the new complaint with the Court on April 27, 2015 and discovery is underway. The parties have submitted Markman claim construction briefing to the Court and a Markman hearing is scheduled for March 23, 2016. On January 13, 2015, we received a notice from Corin Limited claiming a portion of the INFINITY ® Total Ankle System infringes their patent rights in France, Germany, Italy, Spain, the Netherlands, and the United Kingdom. If a lawsuit is filed we will contest these claims vigorously. Subject to the provisions of the asset purchase agreement with MicroPort for the sale of the OrthoRecon business, we, as between us and MicroPort, will continue to be responsible for defense of pre-existing patent infringement cases relating to the OrthoRecon business, and for resulting liabilities, if any. Product Liability We have received claims for personal injury against us associated with fractures of our PROFEMUR ® long titanium modular neck product (PROFEMUR ® Claims). As of January 30, 2016 there were 42 pending U.S. lawsuits and 23 pending non-U.S. lawsuits alleging such claims. The overall fracture rate for the product is low and the fractures appear, at least in part, to relate to patient demographics. Beginning in 2009, we began offering a cobalt-chrome version of our PROFEMUR ® modular neck, which has greater strength characteristics than the alternative titanium version. Historically, we have reflected our liability for these claims as part of our standard product liability accruals on a case-by-case basis. However, during the quarter ended September 30, 2011, as a result of an increase in the number and monetary amount of these claims, management estimated our liability to patients in North America who have previously required a revision following a fracture of a PROFEMUR ® long titanium modular neck, or who may require a revision in the future. Management has estimated that this aggregate liability ranges from approximately $22.5 million to $28.9 million . Any claims associated with this product outside of North America, or for any other products, will be managed as part of our standard product liability accrual methodology on a case-by-case basis. Due to the uncertainty within our aggregate range of loss resulting from the estimation of the number of claims and related monetary payments, we have recorded a liability of $22.5 million, which represents the low-end of our estimated aggregate range of loss. We have classified $8.5 million of this liability as current in “Accrued expenses and other current liabilities” and $14 million as non-current in “Other liabilities” on our consolidated balance sheet. We expect to pay the majority of these claims within the next three years. During the quarter ended September 30, 2015, we increased our estimated liability by approximately $4 million for claims that had been incurred in prior periods. We have analyzed the impact of this adjustment and determined that this out-of-period charge did not have a material impact to the prior period or current period financial statements. We are aware that MicroPort has recalled certain sizes of its cobalt chrome modular neck products as a result of alleged fractures. As of February 16, 2016, there were 2 pending U.S. lawsuits and 2 pending non-U.S. lawsuits against us alleging personal injury resulting from the fracture of a cobalt chrome modular neck. These claims will be managed as part of our standard product liability accrual methodology on a case-by-case basis. We have maintained product liability insurance coverage on a claims-made basis. During the quarter ended March 31, 2013, we received a customary reservation of rights from our primary product liability insurance carrier asserting that present and future claims related to fractures of our PROFEMUR ® titanium modular neck hip products and which allege certain types of injury (Modular Neck Claims) would be covered as a single occurrence under the policy year the first such claim was asserted. The effect of this coverage position would be to place Modular Neck Claims into a single prior policy year in which applicable claims-made coverage was available, subject to the overall policy limits then in effect. Management agrees with the assertion that the Modular Neck Claims should be treated as a single occurrence, but notified the carrier that it disputed the carrier's selection of available policy years. During the second quarter of 2013, we received confirmation from the primary carrier confirming their agreement with our policy year determination. Based on our insurer's treatment of Modular Neck Claims as a single occurrence, we increased our estimate of the total probable insurance recovery related to Modular Neck Claims by $19.4 million , and recognized such additional recovery as a reduction to our selling, general and administrative expenses for the three months ended March 31, 2013, within results of discontinued operations. In the quarter ended June 30, 2013, we received payment from the primary insurance carrier of $5 million . In the quarter ended September 30, 2013, we received payment of $10 million from the next insurance carrier in the tower. We have requested, but not yet received, payment of the remaining $25 million from the third insurance carrier in the tower for that policy period. The policies with the second and third carrier in this tower are “follow form” policies and management believes the third carrier should follow the coverage position taken by the primary and secondary carriers. On September 29, 2015, that third carrier asserted that the terms and conditions identified in its reservation of rights will preclude coverage for the Modular Neck Claims. We strongly dispute the carrier's position and, in accordance with the dispute resolution provisions of the policy, have initiated an arbitration proceeding in London, England seeking payment of these funds. Pursuant to applicable accounting standards, we have reduced our insurance receivable balance for this claim to $0 , and recorded a $25 million charge within "Net loss from discontinued operations" during the year ended December 27, 2015. Claims for personal injury have also been made against us associated with our metal-on-metal hip products (primarily our CONSERVE ® product line). The pre-trial management of certain of these claims has been consolidated in the federal court system, in the United States District Court for the Northern District of Georgia under multi-district litigation (MDL) and certain other claims by the Judicial Counsel Coordinated Proceedings (JCCP) in state court in Los Angeles County, California (collectively the Consolidated Metal-on-Metal Claims). As of January 30, 2016, there were 1,126 such lawsuits pending in the MDL and JCCP, and an additional 22 cases pending in various state courts. We have also entered into 893 so called "tolling agreements" with potential claimants who have not yet filed suit. There are also 56 non-U.S. lawsuits presently pending. We believe we have data that supports the efficacy and safety of our metal-on-metal hip products. While continuing to dispute liability, we have participated in court supervised non-binding mediation in the multi-district federal court litigation. The first bellwether trial in the MDL commenced on November 9, 2015 in Atlanta, Georgia. On November 24, 2015, the jury returned a verdict in favor of the plaintiff and awarded the plaintiff $1 million in compensatory damages and $10 million in punitive damages. We believe there were significant trial irregularities and are vigorously contesting the trial result. On December 28, 2015, we filed a post-trial motion for judgment as a matter of law or, in the alternative, for a new trial or a reduction of damages awarded. That motion is pending. We have not recorded an accrual for this verdict because we are unable to reasonably estimate a probable liability at this time. The supervising judge in the JCCP has set a trial date of March 14, 2016 for the first bellwether trial in California. We expect that trial to proceed as scheduled. We have maintained product liability insurance coverage on a claims-made basis. During the quarter ended September 30, 2012, we received a customary reservation of rights from our primary product liability insurance carrier asserting that certain present and future claims which allege certain types of injury related to our CONSERVE ® metal-on-metal hip products (CONSERVE ® Claims) would be covered as a single occurrence under the policy year the first such claim was asserted. The effect of this coverage position would be to place CONSERVE ® Claims into a single prior policy year in which applicable claims-made coverage was available, subject to the overall policy limits then in effect. Management agrees that there is insurance coverage for the CONSERVE ® Claims, but has notified the carrier that it disputes the carrier's characterization of the CONSERVE ® Claims as a single occurrence. Management has recorded an insurance receivable for the probable recovery of spending in excess of our retention for a single occurrence. During 2015, we received $6.1 million of insurance proceeds, which represent the amount undisputed by the carrier for the policy year the first claim was asserted. Our acceptance of these proceeds was not a waiver of any other claim that we may have against the insurance carrier. As of December 27, 2015, this receivable totaled approximately $17 million , and is solely related to defense costs incurred through December 27, 2015, less insurance proceeds received. However, the amount we ultimately receive may differ depending on the final conclusion of the insurance policy year or years and the number of occurrences. We believe our contracts with the insurance carriers are enforceable for these claims; and, therefore, we believe it is probable that we will receive recoveries from our insurance carriers. However, our insurance carriers could still ultimately deny coverage for some or all of our insurance claims. Every metal-on-metal hip case involves fundamental issues of science and medicine that often are uncertain, that continue to evolve, and which present contested facts and issues that can differ significantly from case to case. Such contested facts and issues include medical causation, individual patient characteristics, surgery specific factors, and the existence of actual, provable injury. Given these complexities, we are unable to reasonably estimate a probable liability for these matters. Although we continue to contest liability, based upon currently available information, we estimate a reasonably possible range of liability for the Consolidated Metal-on-Metal Claims, before insurance recoveries, averaging from zero to $250,000 per case. Based upon the information we have at this time, we do not believe our liabilities, if any, in connection with these matters will exceed our available insurance. However, as described below, we are currently litigating coverage issues with certain of our carriers. As the litigation moves forward and circumstances continue to develop, our belief we will be able to resolve the Consolidated Metal-on-Metal Claims within available insurance coverage could change, which could materially impact our results of operations and financial position. Further, and notwithstanding our present belief we will be able to resolve these Claims within available insurance proceeds, we would consider contributing a limited amount to the funding of an acceptable, comprehensive, mediated settlement among claimants and insurers. To this end, we have indicated a willingness to contribute up to $30 million to achieve such a comprehensive settlement. Due to continuing uncertainty around (i) whether a multi-party comprehensive settlement can be achieved, (ii) the outcome of our coverage litigation with insurers which could impact the ability to reach a settlement and (iii) the case by case outcomes of any Metal-on-Metal claims ultimately litigated (and which we expect to contest vigorously), we are unable to reasonably estimate a probable liability for these matters; and, therefore, no amounts have been accrued. In June 2014, St. Paul Surplus Lines Insurance Company (Travelers), which was an excess carrier in our coverage towers across multiple policy years, filed a declaratory judgment action in Tennessee state court naming us and certain of our other insurance carriers as defendants and asking the court to rule on the rights and responsibilities of the parties with regard to the CONSERVE ® Claims. Among other things, Travelers appears to dispute our contention that the CONSERVE ® Claims arise out of more than a single occurrence thereby triggering multiple policy periods of coverage. Travelers further seeks a determination as to the applicable policy period triggered by the alleged single occurrence. We filed a separate lawsuit in state court in California for declaratory judgment against certain carriers and breach of contract against the primary carrier, and have moved to dismiss or stay the Tennessee action on a number of grounds, including that California is the most appropriate jurisdiction. During the third quarter of 2014, the California Court granted Travelers' motion to stay our California action. In May 2015, we entered into confidential settlement discussions with our insurance carriers through a private mediator. These discussions are continuing. In February 2014, Biomet, Inc. (Biomet) announced it had reached a settlement in the multi-district litigation involving its own metal-on-metal hip products. The terms announced by Biomet include: (i) an expected base settlement amount of $200,000; (ii) an expected minimum settlement amount of $20,000; (iii) no payments to plaintiffs who did not undergo a revision surgery; and (iv) a total settlement amount expected to be within Biomet’s aggregate insurance coverage. We believe our situation involves facts and circumstances that differ significantly from the Biomet cases. In addition to the Consolidated Metal-on-Metal Claims discussed above, there are currently certain other pending claims related to our metal-on-metal hip products for which we are accounting in accordance with our standard product liability accrual methodology on a case-by-case basis. Certain liabilities associated with the OrthoRecon business, including product liability claims associated with hip and knee products sold prior to the closing, were not assumed by MicroPort. Liabilities associated with these product liability claims, including legal defense, settlements and judgments, income associated with product liability insurance recoveries, and changes to any contingent liabilities associated with the OrthoRecon business have been reflected within results of discontinued operations, and we will continue to reflect these within results of discontinued operations in future periods. MicroPort is responsible for product liability claims associated with products it sells after the closing. In June 2015, a jury returned a $4.4 million verdict against us in a case involving a fractured hip implant stem sold prior to the MicroPort closing. This was a one-of-a-kind case unrelated to the modular neck fracture cases we have been reporting. There are no other cases pending related to this component, nor are we aware of other instances where this component has fractured. In September 2015, the trial judge reduced the jury verdict to $1.025 million and indicated that if the plaintiff did not accept the reduced award he would schedule a new trial solely on the issue of damages. The plaintiff elected not to accept the reduced damage award, and both parties have appealed. The Court has not set a date for a new trial on the issue of damages and we do not expect it will do so until the appeals are adjudicated. We will maintain our current $4.4 million accrual as a probable liability until the matter is resolved. The $4.4 million probable liability associated with this matter is reflected within “Accrued expenses and other current liabilities,” and a $4 million receivable associated with the probable recovery from product liability insurance is reflected within “Other current assets.” MicroPort Indemnification Claim In July 2015, we received demand letters from MicroPort seeking indemnification under the terms of the asset purchase agreement for the sale of our OrthoRecon business for losses or potential losses it has incurred or may incur as a result of either alleged breaches of representations in the asset purchase agreement or alleged unassumed liabilities. MicroPort asserted that the range of potential losses for which it seeks indemnity is between $18.5 million and $30 million. We responded to MicroPort's demand letters and received a further demand letter reiterating each of their claims and providing revised claim amounts. In this letter MicroPort asserted that the range of potential losses for which it seeks indemnity is between $77.5 million and $112.5 million. On October 27, 2015, MicroPort filed a lawsuit in the United States District Court for the District of Delaware against Wright Medical Group N.V. alleging that we breached the indemnification provisions of the asset purchase agreement by failing to indemnify MicroPort for alleged damages arising out of certain pre-closing matters and for breach of certain representations and warranties. The complaint includes claims relating to MicroPort’s recall of certain of its cobalt chrome modular neck products, and seeks damages in an unspecified amount plus attorneys’ fees and costs, as well as declaratory judgment. On January 4, 2016, we filed an answer to the complaint and also filed a counterclaim seeking declaratory judgment and indemnification and other damages in an unspecified amount from MicroPort. A scheduling order has not yet been entered in the lawsuit. Other In addition to those noted above, we are subject to various other legal proceedings, product liability claims, corporate governance, and other matters which arise in the ordinary course of business. |
Related Parties (Notes)
Related Parties (Notes) | 12 Months Ended |
Dec. 27, 2015 | |
Related Parties [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 17. Certain Relationships and Related-Party Transactions On July 29, 2008, Tornier SAS, a subsidiary of legacy Tornier, formed a real estate holding company (SCI Calyx) together with Alain Tornier (Mr. Tornier). SCI Calyx is owned 51% by Tornier SAS and 49% by Mr. Tornier. SCI Calyx was initially capitalized by a contribution of capital of €10,000 funded 51% by Tornier SAS and 49% by Mr. Tornier. SCI Calyx then acquired a combined manufacturing and office facility in Montbonnot, France, for approximately $6.1 million . The manufacturing and office facility acquired was to be used to support the manufacture of certain of legacy Tornier’s current products and house certain operations already located in Montbonnot, France. This real estate purchase was funded through mortgage borrowings of $4.1 million and $2.0 million cash borrowed from the two current shareholders of SCI Calyx. The $2.0 million cash borrowed from the SCI Calyx shareholders originally consisted of a $1.0 million note due to Mr. Tornier and a $1.0 million note due to Tornier SAS. Both of the notes issued by SCI Calyx bear annual interest at the three-month Euro Libor rate plus 0.5% and have no stated term. During 2010, SCI Calyx borrowed approximately $1.4 million from Mr. Tornier in order to fund on-going leasehold improvements necessary to prepare the Montbonnot facility for its intended use. This cash was borrowed under the same terms as the original notes. On September 3, 2008, Tornier SAS entered into a lease agreement with SCI Calyx relating to these facilities. The agreement, which terminates in 2018, provides for an annual rent payment of €440,000 , which has subsequently been increased and is currently €965,655 annually. Annual lease payments to SCI Calyx amounted to $2.2 million during the year ended December 27, 2015, $0.6 million of which is reflected in our consolidated financial statements in light of the timing of the Wright/Tornier merger. As of December 27, 2015, future minimum payments under this lease were $12.3 million in the aggregate. As of December 27, 2015, SCI Calyx had related-party debt outstanding to Mr. Tornier of $2.0 million . The SCI Calyx entity is consolidated by us, and the related real estate and liabilities are included on our consolidated balance sheets. Since 2006, Tornier SAS has entered into various lease agreements with entities affiliated with Mr. Tornier or members of his family. On December 29, 2007, Tornier SAS entered into a lease agreement with Animus SCI, relating to our facilities in Montbonnot Saint Martin, France. On August 18, 2012, the parties amended the lease agreement to extend the term until May 31, 2022 and reduce the annual rent. The amended agreement provides for an initial annual rent payment of €279,506 , which was subsequently increased to €296,861 . Animus SCI is wholly owned by Mr. Tornier. On February 6, 2008, Tornier SAS entered into a lease agreement with Balux SCI, effective as of May 22, 2006, relating to our facilities in Montbonnot Saint Martin, France. On August 18, 2012, the parties amended the lease agreement to extend the term until May 31, 2022 and reduce the annual rent. The amended agreement provides for an initial annual rent payment of €252,254 , which was subsequently increased to €564,229 . Balux SCI is wholly-owned by Mr. Tornier and his sister, Colette Tornier. As of December 27, 2015, future minimum payments under all of these agreements were $6.0 million in the aggregate. |
Quarterly Results of Operations
Quarterly Results of Operations | 12 Months Ended |
Dec. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (unaudited) | Quarterly Results of Operations (unaudited): The following table presents a summary of our unaudited quarterly operating results for each of the four quarters in 2015 and 2014 , respectively (in thousands). This information was derived from unaudited interim financial statements that, in the opinion of management, have been prepared on a basis consistent with the financial statements contained elsewhere in this filing and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of such information when read in conjunction with our audited financial statements and related notes. The operating results for any quarter are not necessarily indicative of results for any future period. 2015 First quarter Second quarter Third quarter Fourth quarter Net sales $ 77,934 $ 80,420 $ 80,139 $ 176,968 Cost of sales 19,125 21,635 23,052 55,443 Gross profit 58,809 58,785 57,087 121,525 Operating expenses: Selling, general and administrative 82,199 82,605 85,997 178,596 Research and development 7,117 7,957 9,570 15,211 Amortization of intangible assets 2,614 2,565 2,562 9,181 Total operating expenses 91,930 93,127 98,129 202,988 Operating loss $ (33,121 ) $ (34,342 ) $ (41,042 ) $ (81,463 ) Net loss from continuing operations, net of tax $ (46,248 ) $ (37,306 ) $ (62,650 ) $ (92,155 ) Income (loss) from discontinued operations, net of tax $ (3,500 ) $ (7,009 ) $ (36,211 ) $ (13,621 ) Net income (loss) $ (49,748 ) $ (44,315 ) $ (98,861 ) $ (105,776 ) Net loss, continuing operations per share, basic 1 (0.88 ) (0.71 ) (1.19 ) (0.90 ) Net loss, continuing operations per share, diluted 1 (0.88 ) (0.71 ) (1.19 ) (0.90 ) Net income (loss) per share, basic 1 $ (0.95 ) $ (0.84 ) $ (1.87 ) $ (1.03 ) Net income (loss) per share, diluted 1 $ (0.95 ) $ (0.84 ) $ (1.87 ) $ (1.03 ) ___________________________ 1 The prior quarter balances were converted to meet post-merger valuations as described within Note 13 . Our fourth quarter 2015 results of operations include results of the legacy Tornier business, effective upon October 1, 2015, the closing date of the Wright/Tornier merger. Our 2015 operating loss included the following: • transaction and transition costs totaling $11.0 million , $12.1 million , $19.9 million , and $39.2 million during the first, second, third, and fourth quarters of 2015 , respectively; • non-cash share-based compensation expense of $ 14.2 million in the fourth quarter of 2015 associated with the accelerated vesting of legacy Wright's unvested awards outstanding upon the closing of the Wright/Tornier merger; and • amortization of inventory step-up of $11.4 million in the fourth quarter of 2015 associated with inventory acquired from the Wright/Tornier merger. Our 2015 net loss from continuing operations included the following: • the after-tax effect of the above amounts; • the after-tax effects of our CVR mark-to-market adjustments of $13.5 million unrealized gain, $8.5 million unrealized gain, $14.6 million unrealized loss, and $0.3 million unrealized gain recognized in the first, second, third, and fourth quarters of 2015 , respectively; • the after-tax effects of $25.2 million of charges related to the write-off of unamortized debt discount and deferred financing costs associated with the settlement of 2017 Convertible Notes during the first quarter of 2015 ; • the after-tax effects of non-cash interest expense related to the amortization of the debt discount on our 2017 Convertible Notes and 2020 Convertible Notes totaling $4.5 million , $6.6 million , $6.8 million , and $6.9 million during the first, second, third, and fourth quarters of 2015 , respectively; • the after-tax effects of our mark-to-market adjustments on derivative assets and liabilities totaling a $6.9 million gain, $0.4 million gain, $4.7 million gain, and $2.3 million loss recognized in the first, second, third, and fourth quarters of 2015 , respectively; and • the after-tax effects of charges due to the fair value adjustment to contingent consideration totaled $0.2 million in the second quarter of 2015 . 2014 First Second Third Fourth Net sales $ 71,062 $ 72,364 $ 71,307 $ 83,294 Cost of sales 17,417 20,006 16,703 19,097 Gross profit 53,645 52,358 54,604 64,197 Operating expenses: Selling, general and administrative 68,648 72,055 66,926 81,991 Research and development 5,856 6,799 5,948 6,360 Amortization of intangible assets 2,187 2,675 2,379 2,786 BioMimetic impairment charges — — — — Total operating expenses 76,691 81,529 75,253 91,137 Operating income (loss) $ (23,046 ) $ (29,171 ) $ (20,649 ) $ (26,940 ) Net income (loss), continuing operations, net of tax $ (30,298 ) $ (53,583 ) $ (49,647 ) $ (106,968 ) Net income (loss), discontinued operations, net of tax $ (122 ) $ (2,643 ) $ (12,160 ) $ (4,262 ) Net income (loss) $ (30,420 ) $ (56,226 ) $ (61,807 ) $ (111,230 ) Net loss, continuing operations per share, basic 1 $ (0.60 ) $ (1.05 ) $ (0.96 ) $ (2.05 ) Net loss, continuing operations per share, diluted 1 $ (0.60 ) $ (1.05 ) $ (0.96 ) $ (2.05 ) Net income (loss) per share, basic 1 $ (0.61 ) $ (1.10 ) $ (1.20 ) $ (2.13 ) Net income (loss) per share, diluted 1 $ (0.61 ) $ (1.10 ) $ (1.20 ) $ (2.13 ) ___________________________ 1 The prior year balances were converted to meet post-merger valuations as described within Note 13 . Our 2014 operating loss included the following: • costs associated with distributor conversions and non-competes, for which we recognized $0.5 million , $0.7 million , $0.5 million , and $0.4 million during the first, second, third, and fourth quarters of 2014 , respectively; • costs associated with due diligence, transaction and transition costs related to the Biotech, Solana, and OrthoPro acquisitions totaling $5.2 million , $4.6 million , $1.9 million , and $2.5 million during the first, second, third, and fourth quarters of 2014, respectively; • costs associated with a patent dispute settlement and management changes totaled $0.9 million and $1.2 million , respectively, in the third quarter of 2014 ; • transition costs associated with the divestiture of the OrthoRecon business totaling $2.2 million , $1.3 million , $0.9 million , and $1.4 million during the first, second, third, and fourth quarters of 2014 , respectively; and • Tornier merger costs totaled $11.9 million in the fourth quarter of 2014 . Our 2014 net loss from continuing operations included the following: • the after-tax effect of the above amounts; • the after-tax effects of our mark-to-market adjustments on derivative assets and liabilities totaling a $1.0 million loss recognized in the first and third quarters of 2014 , respectively; • the after-tax effects of our CVR mark-to-market adjustments of $14.3 million unrealized loss, $18.5 million unrealized loss, $18.5 million unrealized loss, and $73.7 million unrealized loss recognized in the first, second, third, and fourth quarters of 2014 , respectively; and • the after-tax effects of charges due to the fair value adjustment to contingent consideration associated with our acquisition of WG Healthcare totaled $1.8 million and $0.1 million in the third and fourth quarter of 2014 , respectively. In addition to those noted above, our 2014 net loss included a $24.3 million gain, on the sale of the OrthoRecon business recognized in the first quarter of 2014 within discontinued operations. |
Segment Data
Segment Data | 12 Months Ended |
Dec. 27, 2015 | |
Segment Data [Abstract] | |
Segment Data | Segment and Geographic Data Effective upon completion of the Wright/Tornier merger during the quarter ended December 27, 2015 , our management, including our chief executive officer, who is our chief operating decision maker (CODM), managed our operations as one reportable segment, orthopaedic products, which includes the design, manufacture, marketing, and sales of extremities, biologics, large joint, and other products. Beginning in early 2016, new reportable segments will be established and will include U.S. Lower Extremities, U.S. Upper Extremities, International Extremities, and Large Joints. Information regarding profitability below the consolidated level was not available to be provided or reviewed by executive management, including our CODM, during the fourth quarter of 2015 following the merger. Our principal geographic regions consist of the United States, Europe (which includes the Middle East and Africa), and Other (which principally represents Asia, Australia, Canada, and Latin America). Net sales attributed to each geographic region are based on the location in which the products were sold. Long-lived assets are those assets located in each geographic region. Net sales by product line are as follows (in thousands): Fiscal year ended December 27, December 31, December 31, 2015 2014 2013 U.S. Lower extremities $ 187,096 $ 148,631 $ 115,642 Upper extremities 58,756 15,311 17,423 Biologics 50,583 45,494 42,561 Sports med & other 3,388 2,641 2,022 Total extremities & biologics 299,823 212,077 177,648 Large joint 18 — — Total U.S. $ 299,841 $ 212,077 $ 177,648 International Lower extremities $ 51,200 $ 47,001 $ 35,020 Upper extremities 24,789 11,312 7,240 Biologics 19,652 20,590 17,231 Sports med & other 9,862 7,047 5,191 Total extremities & biologics 105,503 85,950 64,682 Large joint 10,117 — — Total International $ 115,620 $ 85,950 $ 64,682 Total $ 415,461 $ 298,027 $ 242,330 Net sales by geographic region are as follows (in thousands): Fiscal year ended December 27, December 31, December 31, Net sales by geographic region: 2015 2014 2013 United States $ 299,841 $ 212,077 $ 177,648 Europe 72,779 48,991 31,210 Other 42,841 36,959 33,472 Total $ 415,461 $ 298,027 $ 242,330 No single foreign country accounted for more than 10% of our total net sales during 2015 , 2014 , or 2013 . Long-lived tangible assets, including instruments and property, plant and equipment, are as follows (in thousands): Fiscal year ended December 27, December 31, December 31, Long-Lived Assets: 2015 2014 2013 United States $ 160,989 $ 92,822 $ 61,179 Europe 72,643 8,065 6,581 Other 7,137 3,348 2,755 Total $ 240,769 $ 104,235 $ 70,515 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2014 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Wright Medical Group N.V. Schedule II-Valuation and Qualifying Accounts (In thousands) Balance at Beginning of Period Charged to Cost and Expenses Deductions and Other Balance at End of Period Allowance for doubtful accounts: For the period ended: December 27, 2015 $ 930 $ (878 ) $ 1,137 $ 1,189 December 31, 2014 $ 272 $ (684 ) $ 1,342 $ 930 December 31, 2013 $ 291 $ (66 ) $ 47 $ 272 Sales returns and allowance: For the period ended: December 27, 2015 $ 66 $ 151 $ 217 December 31, 2014 $ 282 $ (216 ) $ 66 December 31, 2013 $ — $ (16 ) $ — $ (16 ) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 27, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation Policy | Principles of Consolidation. The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates Policy | Use of Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant areas requiring the use of management estimates relate to discontinued operations, revenue recognition, the determination of allowances for doubtful accounts and excess and obsolete inventories, accounting for business combinations and the evaluation of goodwill and long-lived assets, product liability claims and other litigation, income taxes, share-based compensation, and accounting for restructuring charges. |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations. On January 9, 2014, pursuant to the previously disclosed Asset Purchase Agreement, dated as of June 18, 2013 (the MicroPort Agreement), by and among us and MicroPort Scientific Corporation (MicroPort), we completed our divesture and sale of our business operations operating under our prior OrthoRecon operating segment (the OrthoRecon Business) to MicroPort. Pursuant to the terms of the MicroPort Agreement, the purchase price (as defined in the agreement) for the OrthoRecon Business was approximately $283 million (including a working capital adjustment), which MicroPort paid in cash. All historical operating results for the OrthoRecon business, including costs associated with corporate employees and infrastructure transferred as a part of the sale, are reflected within discontinued operations in the consolidated statements of operations. Further, all assets and associated liabilities to be transferred to MicroPort were classified as assets and liabilities held for sale on our consolidated balance sheet as of December 31, 2013. See Note 4 for further discussion of discontinued operations. Other than Note 4 , unless otherwise stated, all discussion of assets and liabilities in these Notes to the Consolidated Financial Statements reflect the assets and liabilities held and used in our continuing operations, and all discussion of revenues and expenses reflect those associated with our continuing operations. |
Cash and Cash Equivalents Policy | Cash and Cash Equivalents. Cash and cash equivalents include all cash balances and short-term investments with original maturities of three months or less. Any such investments are readily convertible into known amounts of cash, and are so near their maturity that they present insignificant risk of changes in value because of interest rate variation. |
Inventory Policy | Inventories. Our inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis. Inventory costs include material, labor costs, and manufacturing overhead. During the quarter ended December 27, 2015 , we adjusted our estimate for excess and obsolete (E&O) inventory which resulted in a charge of $4.1 million. Our new E&O estimate is based on both the current age of kit inventory as compared to its estimated life cycle and our forecasted product demand and production requirements for other inventory items for the next 36 months. Total charges incurred to write down excess and obsolete inventory to net realizable value included in “Cost of sales” were approximately $14.2 million , $4.0 million , and $4.7 million for the years ended December 27, 2015 and December 31, 2014 and 2013 , respectively. |
Product Liability Policy | Product Liability Claims, Product Liability Insurance Recoveries, and Other Litigation. We are involved in legal proceedings involving product liability claims as well as contract, patent protection, and other matters. See Note 16 for additional information regarding product liability claims, product liability insurance recoveries, and other litigation. We make provisions for claims specifically identified for which we believe the likelihood of an unfavorable outcome is probable and the amount of loss can be estimated. For unresolved contingencies with potentially material exposure that are deemed reasonably possible, we evaluate whether a potential loss or range of loss can be reasonably estimated. Our evaluation of these matters is the result of a comprehensive process designed to ensure that recognition of a loss or disclosure of these contingencies is made in a timely manner. In determining whether a loss should be accrued or a loss contingency disclosed, we evaluate a number of factors including: the procedural status of each lawsuit; any opportunities for dismissal of the lawsuit before trial; the amount of time remaining before trial date; the status of discovery; the status of settlement; arbitration or mediation proceedings; and management’s estimate of the likelihood of success prior to or at trial. The estimates used to establish a range of loss and the amounts to accrue are based on previous settlement experience, consultation with legal counsel, and management’s settlement strategies. If the estimate of a probable loss is in a range and no amount within the range is more likely, we accrue the minimum amount of the range. We recognize legal fees as an expense in the period incurred. |
Property, Plant and Equipment Policy | Property, Plant and Equipment. Our property, plant and equipment is stated at cost. Depreciation, which includes amortization of assets under capital lease, is generally provided on a straight-line basis over the estimated useful lives generally based on the following categories: Land improvements 15 to 25 years Buildings 10 to 33 years Machinery and equipment 3 to 14 years Furniture, fixtures and office equipment 1 to 14 years Surgical instruments 6 years Expenditures for major renewals and betterments, including leasehold improvements, that extend the useful life of the assets are capitalized and depreciated over the remaining life of the asset or lease term, if shorter. Maintenance and repair costs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is included in income. |
Intangible Assets and Goodwill Policy | Intangible Assets and Goodwill. Goodwill is recognized for the excess of the purchase price over the fair value of net assets of businesses acquired. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35-18 requires companies to evaluate for impairment intangible assets not subject to amortization, such as our in-process research and development (IPRD) assets, if events or changes in circumstances indicate than an asset might be impaired. Further, FASB ASC 350-20-35-30 requires companies to evaluate goodwill and intangibles not subject to amortization for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Unless circumstances otherwise dictate, the annual impairment test is performed on October 1 each year. See Note 8 for discussion of our 2015 goodwill impairment analysis. Our intangible assets with estimable useful lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values. This method of amortization approximates the expected future cash flow generated from their use. Finite lived intangibles are reviewed for impairment in accordance with FASB ASC Section 360, Property, Plant and Equipment (FASB ASC 360). The weighted average amortization periods for completed technology, distribution channels, trademarks, licenses, customer relationships, non-compete agreements, and other intangible assets are 10 years, 10 years, 5 years, 12 years, 18 years, 4 years and 3 years, respectively. The weighted average amortization period of our intangible assets on a combined basis is 13 years. |
Valuation of Long-Lived Assets Policy | Valuation of Long-Lived Assets. Management periodically evaluates carrying values of long-lived assets, including property, plant and equipment and intangible assets, when events and circumstances indicate that these assets may have been impaired. We account for the impairment of long-lived assets in accordance with FASB ASC 360 . Accordingly, we evaluate impairment of our property, plant and equipment based upon an analysis of estimated undiscounted future cash flows. If it is determined that a change is required in the useful life of an asset, future depreciation and amortization is adjusted accordingly. Alternatively, should we determine that an asset is impaired, an adjustment would be charged to income based on the difference between the asset’s fair market value and the asset's carrying value. |
Allowance for Doubtful Accounts Policy | Allowances for Doubtful Accounts. We experience credit losses on our accounts receivable and; accordingly, we must make estimates related to the ultimate collection of our accounts receivable. Specifically, management analyzes our accounts receivable, historical bad debt experience, customer concentrations, customer credit-worthiness, and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. The majority of our accounts receivable are from hospitals, many of which are government funded. Accordingly, our collection history with this class of customer has been favorable. Historically, we have experienced minimal bad debts from our hospital customers and more significant bad debts from certain international stocking distributors, typically as a result of specific financial difficulty or geo-political factors. We write off accounts receivable when we determine that the accounts receivable are uncollectible, typically upon customer bankruptcy or the customer’s non-response to continued collection efforts. |
Concentration of Credit Risk Policy | Concentration of Credit Risk. Financial instruments that potentially subject us to concentrations of credit risk consist principally of accounts receivable. Management attempts to minimize credit risk by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. An allowance for possible losses on accounts receivable is established based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Collateral or other security is generally not required for accounts receivable. |
Income Tax Policy | Income Taxes. Income taxes are accounted for pursuant to the provisions of FASB ASC Section 740, Income Taxes (FASB ASC 740). Our effective tax rate is based on income by tax jurisdiction, statutory rates, and tax saving initiatives available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and evaluating our tax positions. This process includes assessing temporary differences resulting from differing recognition of items for income tax and financial accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. See Note 11 for further discussion of our consolidated deferred tax assets and liabilities, and the associated valuation allowance. We provide for unrecognized tax benefits based upon our assessment of whether a tax position is “more-likely-than-not” to be sustained upon examination by the tax authorities. If a tax position meets the more-likely-than-not standard, then the related tax benefit is measured based on a cumulative probability analysis of the amount that is more-likely-than-not to be realized upon ultimate settlement or disposition of the underlying tax position. |
Other Taxes Policy | Other Taxes. Taxes assessed by a governmental authority that are imposed concurrent with our revenue transactions with customers are presented on a net basis in our consolidated statements of operations. |
Revenue Recognition Policy | Revenue Recognition. Our revenues are primarily generated through two types of customers, hospitals and surgery centers, and stocking distributors, with the majority of our revenue derived from sales to hospitals. Our products are primarily sold through a network of employee sales representatives and independent sales representatives in the United States and by a combination of employee sales representatives, independent sales representatives, and stocking distributors outside the United States. Revenues from sales to hospitals are recorded when the hospital takes title to the product, which is generally when the product is surgically implanted in a patient. During the quarter ended December 27, 2015 , following the Wright/Tornier merger, we changed our estimate of uninvoiced revenue. While we have generally recognized revenue at the time that the product was surgically implanted, from a timing perspective, we now recognize revenue at the time the surgery and associated products used are reported, as opposed to previously when we received clerical documentation from the hospital. We have accounted for this as a change in estimate and have recorded additional revenue of approximately $3 million in the quarter ended December 27, 2015 . We record revenues from sales to our stocking distributors outside the United States at the time the product is shipped to the distributor. Stocking distributors, who sell the products to their customers, take title to the products and assume all risks of ownership. Our distributors are obligated to pay within specified terms regardless of when, if ever, they sell the products. In general, the distributors do not have any rights of return or exchange; however, in limited situations, we have repurchase agreements with certain stocking distributors. These repurchase agreements require us to repurchase a specified percentage of the inventory purchased by the distributor within a specified period of time prior to the expiration of the contract. During those specified periods, we defer the applicable percentage of the sales. An insignificant amount of deferred revenue related to these types of agreements was recorded at December 27, 2015 and December 31, 2014 . We must make estimates of potential future product returns related to current period product revenue. We develop these estimates by analyzing historical experience related to product returns. Judgment must be used and estimates made in connection with establishing the allowance for sales returns in any accounting period. Our reserve for sales returns has historically been immaterial. |
Shipping and Handling Costs Policy | Shipping and Handling Costs . We incur shipping and handling costs associated with the shipment of goods to customers, independent distributors, and our subsidiaries. Amounts billed to customers for shipping and handling of products are included in net sales. |
Research and Development Policy | Research and Development Costs. Research and development costs are charged to expense as incurred. |
Foreign Currency Translations Policy | Foreign Currency Translation. The financial statements of our subsidiaries whose functional currency is the local currency are translated into U.S. dollars using the exchange rate at the balance sheet date for assets and liabilities and the weighted average exchange rate for the applicable period for revenues, expenses, gains, and losses. Translation adjustments are recorded as a separate component of comprehensive income in shareholders’ equity. Gains and losses resulting from transactions denominated in a currency other than the local functional currency are included in “Other expense, net” in our consolidated statements of operations. |
Comprehensive Income Policy | Comprehensive Income. Comprehensive income is defined as the change in equity during a period related to transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The difference between our net income and our comprehensive income is attributable to foreign currency translation. |
Stock-based Compensation Policy | Share-Based Compensation. We account for share-based compensation in accordance with FASB ASC Section 718, Compensation — Stock Compensation (FASB ASC 718). Under the fair value recognition provisions of FASB ASC 718, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. The determination of the fair value of share-based payment awards, such as options, on the date of grant using an option-pricing model is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables, which include the expected life of the award, the expected stock price volatility over the expected life of the awards, expected dividend yield, and risk-free interest rate. |
Derivative Instruments Policy | Derivative Instruments. We account for derivative instruments and hedging activities under FASB ASC Section 815, Derivatives and Hedging (FASB ASC 815). Accordingly, all of our derivative instruments are recorded in the accompanying consolidated balance sheets as either an asset or liability and measured at fair value. The changes in the derivative’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met. We employ a derivative program using foreign currency forward contracts to mitigate the risk of currency fluctuations on our intercompany receivable and payable balances that are denominated in foreign currencies. These forward contracts are expected to offset the transactional gains and losses on the related intercompany balances. These forward contracts are not designated as hedging instruments under FASB ASC 815. Accordingly, the changes in the fair value and the settlement of the contracts are recognized in the period incurred in the accompanying consolidated statements of operations. |
Reclassifications | Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Earnings per share (Policies)
Earnings per share (Policies) | 12 Months Ended |
Dec. 27, 2015 | |
Earnings Per Share Policies [Abstract] | |
Earnings Per Share [Abstract] | FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated to include any dilutive effect of our ordinary share equivalents. For the years ended December 27, 2015 and December 31, 2014, our ordinary share equivalents consisted of stock options, non-vested shares of ordinary shares, stock-settled phantom stock units, restricted stock units, and warrants. Additionally, for the year ended December 31, 2013 , our ordinary share equivalents consisted of stock options, non-vested shares of ordinary shares, stock-settled phantom stock units, restricted stock units, 2014 Notes, and warrants. The dilutive effect of the stock options, non-vested shares of ordinary shares, stock-settled phantom stock units, restricted stock units, and warrants is calculated using the treasury-stock method. The dilutive effect of the 2014 Notes is calculated by applying the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income as if the securities were converted at the beginning of the period. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Depreciation, which includes amortization of assets under capital lease, is generally provided on a straight-line basis over the estimated useful lives generally based on the following categories: Land improvements 15 to 25 years Buildings 10 to 33 years Machinery and equipment 3 to 14 years Furniture, fixtures and office equipment 1 to 14 years Surgical instruments 6 years |
Supplemental Cash Flow Information | Supplemental Cash Flow Information. Cash paid for interest and income taxes was as follows (in thousands): Fiscal year ended December 27, December 31, December 31, 2015 2014 2013 Interest $ 11,198 $ 6,518 $ 5,904 Income taxes $ 1,051 $ 1,525 $ 1,634 |
Acquisitions (Tables)
Acquisitions (Tables) | Oct. 01, 2015 | Dec. 31, 2014 | Dec. 27, 2015 | Feb. 05, 2014 | Jan. 30, 2014 | Nov. 15, 2013 |
Tornier N.V. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 52.00% | 48.00% | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash and cash equivalents 30,117 Accounts receivable 63,510 Inventories 140,715 Other current assets 9,256 Property, plant and equipment, net 123,099 Intangible assets, net 204,200 Deferred income taxes 1,399 Other assets 8,658 Total assets acquired 580,954 Current liabilities (105,500 ) Long-term debt (79,554 ) Deferred income taxes (36,544 ) Other non-current liabilities (8,434 ) Total liabilities assumed (230,032 ) Net assets acquired 350,922 Goodwill 683,313 Total preliminary purchase consideration $ 1,034,235 | |||||
Solana [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following is a summary of the estimated fair values of the assets acquired (in thousands): Cash and cash equivalents $ 416 Accounts receivable 2,366 Inventory 2,244 Prepaid and other current assets 372 Property, plant and equipment 360 Intangible assets 21,584 Accounts payable and accrued liabilities (2,196 ) Total net assets acquired $ 25,146 Goodwill 64,326 Total purchase consideration $ 89,472 | |||||
OrthoPro [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following is a summary of the estimated fair values of the assets acquired (in thousands): Cash and cash equivalents $ 98 Accounts receivable 1,308 Inventory 2,156 Prepaid and other current assets 49 Property, plant and equipment 1,801 Intangible assets 7,772 Accounts payable and accrued liabilities (949 ) Total net assets acquired $ 12,235 Goodwill 20,801 Total purchase consideration $ 33,036 | |||||
Biotech [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following is a summary of the estimated fair values of the assets acquired (in thousands): Cash and cash equivalents $ 252 Accounts receivable 4,364 Inventory 5,188 Prepaid and other current assets 303 Deferred tax asset - current 501 Property, plant and equipment 2,573 Intangible assets 17,800 Accounts payable and accrued liabilities (2,552 ) Deferred tax liability - noncurrent (4,228 ) Net assets acquired 24,201 Goodwill 51,836 Total purchase consideration $ 76,037 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | The following table summarizes the results of discontinued operations (in thousands): Fiscal year ended December 27, December 31, December 31, 2015 2014 2013 Revenue $ — $ 3,056 $ 231,865 (Loss) income before tax (60,341 ) (13,521 ) 9,489 Income tax provision — 5,666 3,266 (Loss) income from discontinued operations, net of tax (60,341 ) (19,187 ) 6,223 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): December 27, December 31, 2015 2014 Raw materials $ 18,057 $ 6,910 Work-in-process 27,946 13,849 Finished goods 183,106 67,653 $ 229,109 $ 88,412 |
Derivatives and Fair Value of35
Derivatives and Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Marketable Securities [Abstract] | |
Investments Classified by Contractual Maturity Date [Table Text Block] | e obligated to pay contingent consideration upon the achievement of certain revenue milestones; therefore, we have recorded the estimated fair value of future contingent consideration of approximately $0.6 million and $1.5 million as of December 27, 2015 and December 31, 2014 , respectively. As part of the acquired sales and distribution business of Surgical Specialties Australia Pty. Ltd, in 2015, we have recorded contingent consideration of approximately $1.5 million as of December 27, 2015 . The fair value of the contingent consideration as of December 27, 2015 and December 31, 2014 , was determined using a discounted cash flow model and probability adjusted estimates of the future earnings and is classified in Level 3. Changes in the fair value of contingent consideration are recorded in “Other (income) expense, net” in our consolidated statements of operations. On March 1, 2013, as part of the acquisition of BioMimetic Therapeutics, Inc. (BioMimetic), we issued Contingent Value Rights (CVRs) as part of the merger consideration. Each CVR entitles its holder to receive additional cash payments of up to $6.50 per share, which are payable upon receipt of FDA approval of AUGMENT ® Bone Graft and upon achieving certain revenue milestones. On September 1, 2015, AUGMENT ® Bone Graft received FDA approval and the first of the milestone payments associated with the CVRs was paid out at $3.50 per share, which totaled $98.1 million . The fair value of the CVRs outstanding at December 27, 2015 and December 31, 2014 was $28 million and $134 million , respectively, and was determined using the closing price of the security in the active market (Level 1). For the years ended December 27, 2015 and December 31, 2014 , the change in the value of the CVRs resulted in income of $7.6 million and expense of $125 million , respectively, which was recorded in "Other expense (income), net" in the consolidated statements of operations. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates the fair value of these financial instruments at December 27, 2015 and December 31, 2014 due to their short maturities and variable rates. The following table summarizes the valuation of our financial instruments (in thousands): Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 27, 2015 Assets Cash and cash equivalents $ 139,804 $ 139,804 $ — $ — Available-for-sale marketable securities U.S. agency debt securities — — — — Certificate of deposit — — — — Corporate debt securities — — — — U.S. government debt securities — — — — Total available-for-sale marketable securities — — — — 2020 Notes Hedges 127,758 — — 127,758 Total $ 267,562 $ 139,804 $ — $ 127,758 Liabilities 2017 Notes Conversion Derivative $ 10,440 $ — $ — $ 10,440 2020 Notes Conversion Derivative 129,107 — — 129,107 Contingent consideration 2,340 — — 2,340 Contingent consideration (CVRs) 28,310 28,310 — — Total $ 170,197 $ 28,310 $ — $ 141,887 Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2014 Assets Cash and cash equivalents $ 227,326 $ 227,326 $ — $ — Available-for-sale marketable securities U.S. agency debt securities — — — — Certificates of deposits — — — — Corporate debt securities 566 — 566 — U.S. government debt securities 2,009 2,009 — — Total available-for-sale marketable securities 2,575 2,009 566 — 2017 Notes Hedges 80,000 — — 80,000 Total $ 309,901 $ 229,335 $ 566 $ 80,000 Liabilities 2017 Notes Conversion Derivative $ 76,000 $ — $ — $ 76,000 Contingent consideration 1,705 — — 1,705 Contingent consideration (CVRs) 133,981 133,981 — — Total $ 211,686 $ 133,981 $ — $ 77,705 The following is a roll forward of our assets and liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): Balance at December 31, 2014 Additions Transfers into Level 3 Gain/(Loss) included in Earnings Settlements Currency Balance at December 27, 2015 2017 Notes Hedges 80,000 — — (10,236 ) (69,764 ) — — 2017 Notes Conversion Derivative (76,000 ) — — 16,408 49,152 — (10,440 ) 2020 Notes Hedges — 144,843 — (17,085 ) — — 127,758 2020 Notes Conversion Derivative — (149,784 ) — 20,677 — — (129,107 ) Contingent consideration (1,705 ) (1,546 ) — 171 656 84 (2,340 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consists of the following (in thousands): December 27, December 31, 2015 2014 Land and land improvements $ 1,986 $ 520 Buildings 36,746 26,887 Machinery and equipment 40,251 24,265 Furniture, fixtures and office equipment 98,521 59,885 Construction in progress 21,505 14,178 Surgical instruments 149,960 65,359 348,969 191,094 Less: Accumulated depreciation (108,200 ) (86,859 ) $ 240,769 $ 104,235 |
Property, Plant and Equipment Recorded Under Capital Leases | The components of property, plant and equipment recorded under capital leases consist of the following (in thousands): December 27, December 31, 2015 2014 Buildings $ 12,408 $ 8,471 Machinery and equipment 3,302 477 Furniture, fixtures and office equipment — 59 15,710 9,007 Less: Accumulated depreciation (3,052 ) (862 ) $ 12,658 $ 8,145 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill Table | Changes in the carrying amount of goodwill occurring during the year ended December 27, 2015 , are as follows (in thousands): Total Goodwill at December 31, 2014 $ 190,966 Goodwill associated with Tornier N.V. merger $ 683,313 Goodwill associated with Surgical Specialties acquisition $ 6,158 Foreign currency translation $ (4,093 ) Goodwill at December 27, 2015 $ 876,344 |
Components of Identifiable Assets Table | The components of our identifiable intangible assets, net are as follows (in thousands): December 27, 2015 December 31, 2014 Cost Accumulated amortization Cost Accumulated amortization Indefinite life intangibles: IPRD technology $ 15,290 $ 4,266 Trademarks — 4,004 Total indefinite life intangibles 15,290 8,270 Finite life intangibles: Distribution channels 250 $ 219 250 $ 194 Completed technology 124,388 14,877 33,253 9,185 Licenses 4,868 703 8,234 1,637 Customer relationships 119,235 7,966 27,946 4,636 Trademarks 14,861 3,464 2,798 1,850 Non-compete agreements 7,521 2,917 8,508 3,397 Other 527 51 771 106 Total finite life intangibles 271,650 $ 30,197 81,760 $ 21,005 Total intangibles 286,940 90,030 Less: Accumulated amortization (30,197 ) (21,005 ) Intangible assets, net $ 256,743 $ 69,025 |
Long-Term Debt and Capital Le38
Long-Term Debt and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt and capital lease obligations consist of the following (in thousands): December 27, 2015 December 31, 2014 Capital lease obligations $ 13,763 $ 8,678 2017 Notes 56,505 272,652 2020 Notes 504,547 — Mortgages 2,740 — Shareholder debt 1,998 — 579,553 281,330 Less: current portion (2,171 ) (718 ) $ 577,382 $ 280,612 |
Components Of Convertible Debt | The components of the 2017 Notes were as follows (in thousands): December 27, 2015 December 31, 2014 Principal amount of 2017 Notes $ 60,000 $ 300,000 Unamortized debt discount (3,495 ) (27,348 ) Net carrying amount of 2017 Notes $ 56,505 $ 272,652 |
Schedule of Maturities of Long-term Obligations | Aggregate annual maturities of our long-term obligations at December 27, 2015 , excluding capital lease obligations, are as follows (in thousands): 2016 835 2017 60,589 2018 509 2019 212 2020 632,717 Thereafter 2,370 $ 697,232 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | At December 27, 2015 , future minimum lease payments under capital lease obligations, together with the present value of the net minimum lease payments, are as follows (in thousands): 2016 $ 1,989 2017 1,842 2018 1,801 2019 1,718 2020 1,581 Thereafter 8,728 Total minimum payments 17,659 Less amount representing interest (3,896 ) Present value of minimum lease payments 13,763 Current portion (1,341 ) Long-term portion $ 12,422 |
Accumulated Other Comprehensi39
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Accumulated Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in and reclassifications out of AOCI, net of tax, for the twelve months ended December 31, 2014 and December 27, 2015 were as follows (in thousands): Currency translation adjustment Unrealized gain (loss) on marketable securities Minimum pension liability adjustment Total Balance December 31, 2013 $ 17,610 $ (1 ) $ 344 $ 17,953 Other comprehensive income loss, net of tax (17,840 ) 1 — (17,839 ) Reclassification to CTA and minimum pension liability adjustment 1 2,628 — (344 ) 2,284 Balance December 31, 2014 $ 2,398 $ — $ — $ 2,398 Other comprehensive income loss, net of tax (12,882 ) — — (12,882 ) Balance December 27, 2015 $ (10,484 ) $ — $ — $ (10,484 ) ___________________________ 1 The balances of CTA and minimum pension liability adjustment within AOCI were written-off following the liquidation of our former Japanese subsidiary as part of the sale of our OrthoRecon business. This was recorded within the gain on the sale of the OrthoRecon business within results of discontinued operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Before Income Taxes | The components of our loss before income taxes are as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 U.S. $ (225,473 ) $ (242,998 ) $ (230,975 ) Foreign (16,738 ) (3,832 ) 572 Loss before income taxes $ (242,211 ) $ (246,830 ) $ (230,403 ) |
Components of Provision for Income Taxes | The components of our provision (benefit) for income taxes are as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Current (benefit) provision: U.S.: Federal $ — $ (48 ) $ 296 State 255 198 85 Foreign 608 1,674 180 Total current (benefit) provision 863 1,824 561 Deferred provision (benefit): U.S.: Federal (1,450 ) (3,164 ) 48,257 State (166 ) (1,411 ) 884 Foreign (3,098 ) (3,583 ) 63 Total deferred provision (benefit) (4,714 ) (8,158 ) 49,204 Total provision (benefit) for income taxes $ (3,851 ) $ (6,334 ) $ 49,765 |
Reconciliation of the Statutory U.S. Federal Income Tax Rate to Effective Income Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Income tax provision at statutory rate 35.0 % 35.0 % 35.0 % State income taxes 3.7 % 1.8 % 3.2 % Change in valuation allowance (36.5 )% (15.9 )% (51.9 )% CVR fair market value adjustment 1.1 % (17.7 )% 9.3 % Goodwill impairment — % — % (17.5 )% Other, net (1.7 )% (0.6 )% 0.3 % Total 1.6 % 2.6 % (21.6 )% |
Significant Components of Deferred Income Taxes | The significant components of our de ferred income taxes as of December 27, 2015 and December 31, 2014 are as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 Deferred tax assets: Net operating loss carryforwards $ 289,715 $ 131,986 General business credit carryforward 6,121 3,696 Reserves and allowances 52,482 27,334 Share-based compensation expense 18,423 7,942 Convertible debt notes and conversion option 46,631 31,491 Other 6,720 7,418 Valuation allowance (336,060 ) (171,392 ) Total deferred tax assets 84,032 38,475 Deferred tax liabilities: Depreciation 8,455 1,915 Intangible assets 58,266 9,977 Convertible note bond hedge 49,826 31,200 Other 6,660 3,287 Total deferred tax liabilities 123,207 46,379 Net deferred tax liabilities $ (39,175 ) $ (7,904 ) |
Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits | Balance at January 1, 2015 $ 4,439 Additions from mergers 5,618 Additions for tax positions related to current year 344 Additions for tax positions of prior years — Reductions for tax positions of prior years (206 ) Settlements — Foreign currency translation (254 ) Balance at December 27, 2015 $ 9,941 |
Other Balance Sheet Informati41
Other Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Other Long-Term Liabilities [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): December 27, December 31, 2015 2014 Product liability ( See Note 16 ) 13,990 6,050 Notes Conversion Derivatives ( See Note 6 ) 139,547 76,000 Deferred license revenue ( See Note 2 ) 3,263 3,689 Contingent consideration and CVRs (See Note 6 ) 29,858 36,549 Other 21,916 11,756 $ 208,574 $ 134,044 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Earnings Per Share [Abstract] | |
Weighted Average Number of Shares Outstanding for Basic and Diluted Earnings Per Share | The weighted-average number of ordinary shares outstanding for basic and diluted earnings per share purposes is as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Weighted-average number of ordinary shares outstanding — basic 1 64,808 51,293 48,103 Ordinary share equivalents — — — Weighted-average number of ordinary shares outstanding — diluted 1 64,808 51,293 48,103 |
Antidilutive Potential Common Shares Resulting from Reasons Other Than Net Loss Incurred Excluded from the Diluted Earnings Per Share Computation | We had outstanding options to purchase 9,866,666 ordinary shares and 1,133,295 restricted stock units at December 27, 2015 , 4,309,062 ordinary shares and 282,674 restricted stock units and restricted stock awards at December 31, 2014 , and 3,472,561 ordinary shares and 129,353 restricted stock units and restricted stock awards at December 31, 2013 . None of the options, restricted stock units, or restricted stock awards were included in diluted earnings per share for the years ended December 27, 2015 , December 31, 2014 , and December 31, 2013 because we recorded a net loss for all periods; and therefore, including these instruments would be anti-dilutive. The weighted-average number of ordinary shares outstanding for basic and diluted earnings per share purposes is as follows (in thousands): Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Weighted-average number of ordinary shares outstanding — basic 1 64,808 51,293 48,103 Ordinary share equivalents — — — Weighted-average number of ordinary shares outstanding — diluted 1 64,808 51,293 48,103 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended | |
Dec. 27, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Amounts Recognized Within the Consolidated Financial Statements | Amounts recognized in the consolidated financial statements with respect to share-based compensation are as follows: Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Total cost of share-based payment plans $ 24,716 $ 11,287 $ 11,912 Amounts capitalized as inventory (51 ) (66 ) (467 ) Amortization of capitalized amounts 299 266 513 Charged against income before income taxes 24,964 11,487 11,958 Amount of related income tax benefit recognized in income — — (3,945 ) Impact to net loss from continuing operations $ 24,964 $ 11,487 $ 8,013 Impact to net income from discontinued operations — 8,845 2,320 Impact to net (loss) income $ 24,964 $ 20,332 $ 10,333 Impact to basic earnings per share, continuing operations 1 $ 0.39 $ 0.22 $ 0.17 Impact to basic earnings per share 1 $ 0.39 $ 0.40 $ 0.21 Impact to diluted earnings per share, continuing operations 1 $ 0.39 $ 0.22 $ 0.17 Impact to diluted earnings per share 1 $ 0.39 $ 0.40 $ 0.21 | |
Schedule of Option Valuation Assumptions | n grant is estimated on the date of grant using the Black-Scholes option valuation model using the following assumptions: Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013 Risk-free interest rate 1.4% - 1.6% 1.5% - 1.8% 0.1% - 1.4% Expected option life 6 years 6 years 6 years Expected price volatility 33% 31% 36% A summary of our stock opt | |
Schedule of Stock Option Activity | n n activity during 2015 is as follows: Shares (000’s) Weighted-average exercise price Weighted-average remaining contractual life Aggregate intrinsic value* ($000’s) Outstanding at December 31, 2014 3,517 $ 24.22 Exercised (134) 23.13 Forfeited or expired (87) 26.26 Incremental shares upon conversion 99 23.49 Assumed awards in merger 2,476 20.43 Granted post-merger 3,135 20.63 Exercised post-merger (22) 19.01 Forfeited or expired post-merger (34) 20.26 Outstanding at December 27, 2015 8,950 $ 21.66 7.45 $ 17,945 Exercisable at December 27, 2015 5,826 $ 22.21 6.19 $ 7,871 ________________________________ * The aggregate intrinsic value is calculated as the difference between the market value of our ordinary shares as of December 27, 2015 and the exercise price of the options. The market value as of December 27, 2015 was $23.56 per share, which is the closing sale price of our ordinary shares on December 24, 2015, the last trading day prior to December 27, 2015 , as reported by the NASDAQ Global Select Market. The total intrinsic value | |
Schedule of Stock Options Outstanding and Exercisable by Exercise Price Range | n ns outstanding and exercisable at December 27, 2015 is as follows (shares in thousands): Options outstanding Options exercisable Range of exercise prices Number outstanding Weighted-average remaining Weighted-average exercise Number exercisable Weighted-average exercise $2.00 — $16.00 441 3.8 $ 13.54 441 $ 13.54 $16.01 — $24.00 7,117 7.8 20.86 3,993 21.05 $24.01 — $35.87 1,392 6.8 28.28 1,392 28.28 8,950 7.4 $ 21.66 5,826 $ 22.21 Restricted stock units, no | |
Schedule of Employee Stock Purchase Plan, Valuation Assumptions | methodology to the purchase rights granted under the Legacy Wright ESPP, we used the following assumptions: Fiscal year ended December 31, 2014 December 31, 2013 Risk-free interest rate 0.3% - 0.6% 0.1% - 0.4% Expected option life 6 months 6 months Expected price volatility 31% 36% | |
Nonvested Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Other Share-based Compensation, Activity | stock unit, non-vested shares, and stock-settled phantom stock unit activity during 2015 is as follows: Shares (000’s) Weighted-average grant-date fair value Aggregate intrinsic value* ($000’s) Non-vested at December 31, 2014 493 $ 26.23 Vested (213 ) 25.11 Forfeited (6 ) 29.59 Incremental shares upon conversion 9 $ 26.30 Acceleration upon merger (283 ) $ 26.30 Granted post-merger 1,139 $ 20.60 Vested post-merger (2 ) $ 20.62 Forfeited post-merger (4 ) $ 10.87 Non-vested at December 27, 2015 1,133 $ 20.63 $ 26,700 ___________________ * The aggregate intrinsic value is calculated as the market value of our ordinary shares as of December 27, 2015 . The market value as of December 27, 2015 was $23.56 per share, which is the closing sale price of our ordinary shares on December 24, 2015, the last trading day prior to December 27, 2015, as reported by the NASDAQ Global Select Market. The total fair value of sha |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases | uture minimum payments, by year and in the aggregate, under non-cancelable operating leases with initial or remaining lease terms of one year or more, are as follows at December 27, 2015 (in thousands): 2016 $ 10,001 2017 5,608 2018 4,337 2019 3,717 2020 3,282 Thereafter 10,714 $ 37,659 |
Long-term Purchase Commitment [Table Text Block] |
Quarterly Results of Operatio45
Quarterly Results of Operations (Tables) | 12 Months Ended | |
Dec. 27, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||
Schedule of Quarterly Financial Information | 2015 First quarter Second quarter Third quarter Fourth quarter Net sales $ 77,934 $ 80,420 $ 80,139 $ 176,968 Cost of sales 19,125 21,635 23,052 55,443 Gross profit 58,809 58,785 57,087 121,525 Operating expenses: Selling, general and administrative 82,199 82,605 85,997 178,596 Research and development 7,117 7,957 9,570 15,211 Amortization of intangible assets 2,614 2,565 2,562 9,181 Total operating expenses 91,930 93,127 98,129 202,988 Operating loss $ (33,121 ) $ (34,342 ) $ (41,042 ) $ (81,463 ) Net loss from continuing operations, net of tax $ (46,248 ) $ (37,306 ) $ (62,650 ) $ (92,155 ) Income (loss) from discontinued operations, net of tax $ (3,500 ) $ (7,009 ) $ (36,211 ) $ (13,621 ) Net income (loss) $ (49,748 ) $ (44,315 ) $ (98,861 ) $ (105,776 ) Net loss, continuing operations per share, basic 1 (0.88 ) (0.71 ) (1.19 ) (0.90 ) Net loss, continuing operations per share, diluted 1 (0.88 ) (0.71 ) (1.19 ) (0.90 ) Net income (loss) per share, basic 1 $ (0.95 ) $ (0.84 ) $ (1.87 ) $ (1.03 ) Net income (loss) per share, diluted 1 $ (0.95 ) $ (0.84 ) $ (1.87 ) $ (1.03 ) ___________________________ 1 The prior quarter balances were converted to meet post-merger valuations as described within Note 13 . | 2014 First Second Third Fourth Net sales $ 71,062 $ 72,364 $ 71,307 $ 83,294 Cost of sales 17,417 20,006 16,703 19,097 Gross profit 53,645 52,358 54,604 64,197 Operating expenses: Selling, general and administrative 68,648 72,055 66,926 81,991 Research and development 5,856 6,799 5,948 6,360 Amortization of intangible assets 2,187 2,675 2,379 2,786 BioMimetic impairment charges — — — — Total operating expenses 76,691 81,529 75,253 91,137 Operating income (loss) $ (23,046 ) $ (29,171 ) $ (20,649 ) $ (26,940 ) Net income (loss), continuing operations, net of tax $ (30,298 ) $ (53,583 ) $ (49,647 ) $ (106,968 ) Net income (loss), discontinued operations, net of tax $ (122 ) $ (2,643 ) $ (12,160 ) $ (4,262 ) Net income (loss) $ (30,420 ) $ (56,226 ) $ (61,807 ) $ (111,230 ) Net loss, continuing operations per share, basic 1 $ (0.60 ) $ (1.05 ) $ (0.96 ) $ (2.05 ) Net loss, continuing operations per share, diluted 1 $ (0.60 ) $ (1.05 ) $ (0.96 ) $ (2.05 ) Net income (loss) per share, basic 1 $ (0.61 ) $ (1.10 ) $ (1.20 ) $ (2.13 ) Net income (loss) per share, diluted 1 $ (0.61 ) $ (1.10 ) $ (1.20 ) $ (2.13 ) |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Segment Data [Abstract] | |
Net Sales and Operating Income by Product Line and Information by Geographic Region | Net sales by product line are as follows (in thousands): Fiscal year ended December 27, December 31, December 31, 2015 2014 2013 U.S. Lower extremities $ 187,096 $ 148,631 $ 115,642 Upper extremities 58,756 15,311 17,423 Biologics 50,583 45,494 42,561 Sports med & other 3,388 2,641 2,022 Total extremities & biologics 299,823 212,077 177,648 Large joint 18 — — Total U.S. $ 299,841 $ 212,077 $ 177,648 International Lower extremities $ 51,200 $ 47,001 $ 35,020 Upper extremities 24,789 11,312 7,240 Biologics 19,652 20,590 17,231 Sports med & other 9,862 7,047 5,191 Total extremities & biologics 105,503 85,950 64,682 Large joint 10,117 — — Total International $ 115,620 $ 85,950 $ 64,682 Total $ 415,461 $ 298,027 $ 242,330 Net sales by geographic region are as follows (in thousands): Fiscal year ended December 27, December 31, December 31, Net sales by geographic region: 2015 2014 2013 United States $ 299,841 $ 212,077 $ 177,648 Europe 72,779 48,991 31,210 Other 42,841 36,959 33,472 Total $ 415,461 $ 298,027 $ 242,330 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Fiscal year ended December 27, December 31, December 31, Long-Lived Assets: 2015 2014 2013 United States $ 160,989 $ 92,822 $ 61,179 Europe 72,643 8,065 6,581 Other 7,137 3,348 2,755 Total $ 240,769 $ 104,235 $ 70,515 |
Revenue from External Customers by Products and Services [Table Text Block] | Net sales by product line are as follows (in thousands): Fiscal year ended December 27, December 31, December 31, 2015 2014 2013 U.S. Lower extremities $ 187,096 $ 148,631 $ 115,642 Upper extremities 58,756 15,311 17,423 Biologics 50,583 45,494 42,561 Sports med & other 3,388 2,641 2,022 Total extremities & biologics 299,823 212,077 177,648 Large joint 18 — — Total U.S. $ 299,841 $ 212,077 $ 177,648 International Lower extremities $ 51,200 $ 47,001 $ 35,020 Upper extremities 24,789 11,312 7,240 Biologics 19,652 20,590 17,231 Sports med & other 9,862 7,047 5,191 Total extremities & biologics 105,503 85,950 64,682 Large joint 10,117 — — Total International $ 115,620 $ 85,950 $ 64,682 Total $ 415,461 $ 298,027 $ 242,330 |
Schedule II - Valuation and Q47
Schedule II - Valuation and Qualifying Accounts Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Allowance for doubtful accounts and sales returns | Wright Medical Group N.V. Schedule II-Valuation and Qualifying Accounts (In thousands) Balance at Beginning of Period Charged to Cost and Expenses Deductions and Other Balance at End of Period Allowance for doubtful accounts: For the period ended: December 27, 2015 $ 930 $ (878 ) $ 1,137 $ 1,189 December 31, 2014 $ 272 $ (684 ) $ 1,342 $ 930 December 31, 2013 $ 291 $ (66 ) $ 47 $ 272 Sales returns and allowance: For the period ended: December 27, 2015 $ 66 $ 151 $ 217 December 31, 2014 $ 282 $ (216 ) $ 66 December 31, 2013 $ — $ (16 ) $ — $ (16 ) |
Organization and Description 48
Organization and Description of Business (Details) | Dec. 27, 2015 | Oct. 01, 2015 |
Business Acquisition [Line Items] | ||
Number of countries in which entity operates | 50 | |
Tornier N.V. [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 48.00% | 52.00% |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 27, 2015 | |
Surgical instruments [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 6 years |
Minimum [Member] | Land improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 15 years |
Minimum [Member] | Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 10 years |
Minimum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 3 years |
Minimum [Member] | Furniture, fixtures and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 1 year |
Maximum [Member] | Land improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 25 years |
Maximum [Member] | Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 33 years |
Maximum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 14 years |
Maximum [Member] | Furniture, fixtures and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 14 years |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 27, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 13 years |
Completed technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Distribution channels [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Licenses [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 18 years |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Other intangible assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts and Concentration of Credit Risk (Details) - USD ($) $ in Millions | Dec. 27, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 1.2 | $ 0.9 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Valuation of Financial Instruments (Details) - USD ($) | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Assets | |||
Cash and cash equivalents | $ 139,804,000 | $ 227,326,000 | |
Liabilities | |||
Derivative Liability, Fair Value, Gross Liability | 139,547,000 | 76,000,000 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (7,571,000) | 125,012,000 | $ (61,151,000) |
Fair Value, Measurements, Recurring [Member] | |||
Assets | |||
Cash and cash equivalents | 139,804,000 | 227,326,000 | |
Available-for-sale marketable securities | |||
Total available-for-sale marketable securities | 0 | 2,575,000 | |
Derivative Asset, Fair Value, Gross Asset | 127,758,000 | 80,000,000 | |
Total assets | 267,562,000 | 309,901,000 | |
Liabilities | |||
Derivative Liability, Fair Value, Gross Liability | 10,440,000 | 76,000,000 | |
Contingent Consideration Fair Value | 1,705,000 | ||
Total liabilities | 170,197,000 | 211,686,000 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets | |||
Cash and cash equivalents | 227,326,000 | ||
Available-for-sale marketable securities | |||
Total available-for-sale marketable securities | 0 | 2,009,000 | |
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | |
Total assets | 139,804,000 | 229,335,000 | |
Liabilities | |||
Contingent Consideration Fair Value | 0 | ||
Total liabilities | 28,310,000 | 133,981,000 | |
Interest Rate Swap Fair Value Liability | 0 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Available-for-sale marketable securities | |||
Total available-for-sale marketable securities | 0 | 566,000 | |
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | |
Total assets | 0 | 566,000 | |
Liabilities | |||
Derivative Liability, Fair Value, Gross Liability | 0 | ||
Contingent Consideration Fair Value | 0 | ||
Total liabilities | 0 | 0 | |
Interest Rate Swap Fair Value Liability | 0 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Available-for-sale marketable securities | |||
Total available-for-sale marketable securities | 0 | ||
Derivative Asset, Fair Value, Gross Asset | 127,758,000 | ||
Total assets | 127,758,000 | 80,000,000 | |
Liabilities | |||
Derivative Liability, Fair Value, Gross Liability | 10,440,000 | ||
Contingent Consideration Fair Value | 1,705,000 | ||
Total liabilities | 141,887,000 | 77,705,000 | |
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 28,310,000 | 133,981,000 | |
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 28,310,000 | 133,981,000 | |
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 0 | ||
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 0 | ||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 2,340,000 | ||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 0 | ||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 0 | ||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 2,340,000 | ||
US Government Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 2,009,000 | |
US Government Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 2,009,000 | |
US Government Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | ||
US Government Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | ||
U.S. agency debt security [Member] | Fair Value, Measurements, Recurring [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 0 | |
U.S. agency debt security [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 0 | |
U.S. agency debt security [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 0 | |
U.S. agency debt security [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 0 | |
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 0 | |
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | ||
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 0 | |
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | ||
Corporate debt securities [Member] | Fair Value, Measurements, Recurring [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 566,000 | |
Corporate debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | ||
Corporate debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | 0 | 566,000 | |
Corporate debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Available-for-sale marketable securities | |||
Available-for-sale Securities, Fair Value Disclosure | $ 0 | $ 0 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Interest | $ 11,198 | $ 6,518 | $ 5,904 |
Income taxes | $ 1,051 | $ 1,525 | $ 1,634 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||
Purchase Price Discontinued Operations | $ 283,000 | ||
Summary of Significant Accounting Policies [Abstract] | |||
Inventory write-down | $ 14,218 | 3,967 | $ 4,688 |
Stock-based compensation expense | 25,000 | 11,500 | 12,000 |
Contingent consideration at fair value, current | 792 | 99,137 | |
Gain (loss) on foreign currency contracts not designated as hedging instruments | $ (300) | $ (400) | $ 600 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies Fair Value Measurements (Assets and Liabilities Measured At Fair Value On A Recurring Basis Using Unobservable Inputs (Level 3)) (Details) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 27, 2015 | Dec. 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value | $ 3,600 | $ 3,600 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (10,236) | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements | (69,764) | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||
2017 Notes Conversion Derivative [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 10,440 | 10,440 | $ 76,000 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 49,152 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 16,408 | ||||
Contingent Consideration [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 2,340 | 2,340 | (1,705) | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 656 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 84 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ (100) | $ (1,800) | $ (155) | $ (171) | |
2017 Notes Hedges [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 80,000 | ||||
2017 Notes Conversion Derivative [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair Value Assumptions, Expected Volatility Rate | 43.21% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Sep. 30, 2015 | Feb. 05, 2014 | Jan. 30, 2014 | Nov. 15, 2013 | Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | |||||||||||||||
Goodwill | $ 876,344 | $ 190,966 | $ 876,344 | $ 190,966 | ||||||||||||
Non-cash restructuring charges | 11,356 | 0 | $ 0 | |||||||||||||
Amortization of intangible assets | $ 9,181 | $ 2,562 | $ 2,565 | $ 2,614 | 2,786 | $ 2,379 | $ 2,675 | $ 2,187 | 16,922 | 10,027 | 7,476 | |||||
Allowance for Doubtful Accounts Receivable, Recoveries | $ 10,400 | |||||||||||||||
Gain On Previously Held Investment | 0 | 0 | 7,798 | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (7,571) | 125,012 | (61,151) | |||||||||||||
Stock-based compensation expense | 25,000 | 11,500 | $ 12,000 | |||||||||||||
Tornier N.V. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Common Stock, Conversion Features | 1.0309 | |||||||||||||||
Business Acquisition, Pro Forma Revenue | 656,417 | 627,435 | ||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Cash and Cash Equivalents (Deprecated 2013-01-31) | $ 30,117 | |||||||||||||||
Business Combination, Acquired Receivables, Fair Value | 63,510 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory (Deprecated 2013-01-31) | 140,715 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 9,256 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 8,658 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 123,099 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 204,200 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | (36,544) | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 350,922 | |||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 83,400 | |||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 14,600 | |||||||||||||||
Non-cash restructuring charges | 11,400 | |||||||||||||||
Amortization of intangible assets | 4,100 | |||||||||||||||
Business Combination, Integration Related Costs | 20,100 | |||||||||||||||
Business Combination, Consideration Transferred | $ 1,034,235 | |||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (293,419) | (330,231) | ||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 52.00% | 48.00% | 48.00% | |||||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 32,100 | 8,700 | ||||||||||||||
Common Stock, Call or Exercise Features | 21.02 | |||||||||||||||
Deferred income taxes | $ 1,399 | |||||||||||||||
Total assets acquired | 580,954 | |||||||||||||||
Current liabilities | (105,500) | |||||||||||||||
Long-term debt | (79,554) | |||||||||||||||
Other non-current liabilities | (8,434) | |||||||||||||||
Total liabilities assumed | (230,032) | |||||||||||||||
Goodwill | 683,313 | |||||||||||||||
Solana [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 500 | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 41,400 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Cash and Cash Equivalents (Deprecated 2013-01-31) | $ 416 | |||||||||||||||
Business Acquisition, Effective Date of Acquisition | Jan. 30, 2014 | |||||||||||||||
Business Combination, Acquired Receivables, Fair Value | $ 2,366 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory (Deprecated 2013-01-31) | 2,244 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 372 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 360 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 21,584 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Liabilities, Accounts Payable and accrued liabilities | (2,196) | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 25,146 | |||||||||||||||
Goodwill | 64,326 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 89,472 | |||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 14,300 | |||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 1,300 | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 48,000 | |||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 200 | |||||||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 7,200 | |||||||||||||||
OrthoPro [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 1,800 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Cash and Cash Equivalents (Deprecated 2013-01-31) | $ 98 | |||||||||||||||
Business Acquisition, Effective Date of Acquisition | Feb. 5, 2014 | |||||||||||||||
Business Combination, Acquired Receivables, Fair Value | $ 1,308 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory (Deprecated 2013-01-31) | 2,156 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 49 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,801 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,772 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Liabilities, Accounts Payable and accrued liabilities | (949) | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 12,235 | |||||||||||||||
Goodwill | 20,801 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 33,036 | |||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 8,100 | |||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 500 | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 32,500 | |||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | ||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 400 | $ 2,900 | ||||||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 5,100 | |||||||||||||||
Biotech [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ 1,500 | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 21,000 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Cash and Cash Equivalents (Deprecated 2013-01-31) | $ 252 | |||||||||||||||
Business Acquisition, Effective Date of Acquisition | Nov. 15, 2013 | |||||||||||||||
Business Combination, Acquired Receivables, Fair Value | $ 4,364 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory (Deprecated 2013-01-31) | 5,188 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 303 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,573 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 17,800 | |||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Liabilities, Accounts Payable and accrued liabilities | (2,552) | |||||||||||||||
BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilitiesCurrent | 501 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | (4,228) | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 24,201 | |||||||||||||||
Goodwill | 51,836 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 76,037 | |||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 13,700 | |||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 5,300 | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 55,000 | |||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 500 | |||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | 700 | |||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | 400 | |||||||||||||||
Goodwill, Subsequent Recognition of Deferred Tax Asset | 500 | |||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 4,200 | |||||||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 1,500 | |||||||||||||||
WG Healthcare [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent Consideration Fair Value | $ 600 | $ 1,500 | 600 | 1,500 | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (300) | $ 14,600 | $ 8,500 | $ 13,500 | ||||||||||||
Acquisition-related Costs [Member] | Tornier N.V. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Acquisition Pro Forma Severance Costs | 5,500 | |||||||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 12,400 | |||||||||||||||
Stock-based compensation expense | $ 30,100 | |||||||||||||||
Collectibility of Receivables [Member] | Tornier N.V. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Acquired Receivables, Fair Value | 73,900 | |||||||||||||||
Tornier Stock Option Holders [Member] | Tornier N.V. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Consideration Transferred | 21,000 | |||||||||||||||
Tornier share award holders [Member] | Tornier N.V. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Consideration Transferred | 8,000 | |||||||||||||||
Tornier Shareholders [Member] | Tornier N.V. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Consideration Transferred | 1,005,000 | |||||||||||||||
Finite-Lived Intangible Assets, Major Class Name [Domain] | Tornier N.V. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 204,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Loss Contingency, Receivable, Period Increase (Decrease) | $ 25,000 | |||||||||||
Payments for Legal Settlements | $ 900 | |||||||||||
Purchase Price Discontinued Operations | $ 283,000 | |||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 0 | 24,277 | ||||||||||
Disposal Group, Including Discontinued Operation, Revenue | 0 | 3,056 | $ 231,865 | |||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (60,341) | (13,521) | 9,489 | |||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | 5,666 | 3,266 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ (13,621) | $ (36,211) | $ (7,009) | $ (3,500) | $ (4,262) | $ (12,160) | $ (2,643) | $ (122) | (60,341) | (19,187) | $ 6,223 | |
Loss Contingency Accrual, Period Increase (Decrease) | $ 4,000 | 4,000 | ||||||||||
Goodwill, Written off Related to Sale of Business Unit | $ 25,800 | |||||||||||
PROFEMUR Titanium Modular Neck Product [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Loss Contingency, Receivable, Period Increase (Decrease) | $ 25,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Inventory, Raw Materials, Net of Reserves | $ 18,057 | $ 6,910 |
Inventory, Work in Process, Net of Reserves | 27,946 | 13,849 |
Inventory, Finished Goods, Net of Reserves | 183,106 | 67,653 |
Total Inventory | $ 229,109 | $ 88,412 |
Derivatives and Fair Value of59
Derivatives and Fair Value of Financial Instruments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Marketable Securities [Abstract] | |||||||
Current Marketable Securities | $ 0 | $ 0 | $ 2,575,000 | ||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (10,236,000) | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements | (69,764,000) | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||||
Cash and Cash Equivalents, at Carrying Value | 139,804,000 | 139,804,000 | 227,326,000 | ||||
Derivative Liability, Fair Value, Gross Liability | 139,547,000 | 139,547,000 | 76,000,000 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (7,571,000) | 125,012,000 | $ (61,151,000) | ||||
2017 Notes Conversion Derivative [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value Assumptions, Expected Volatility Rate | 43.21% | ||||||
Derivative Liability, Fair Value, Gross Liability | 10,440,000 | $ 10,440,000 | 76,000,000 | ||||
2020 Conversion Derivative [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value Assumptions, Expected Volatility Rate | 43.21% | ||||||
Derivative Liability, Fair Value, Gross Liability | 129,107,000 | $ 129,107,000 | |||||
2020 Notes Hedges [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 127,758,000 | $ 127,758,000 | |||||
Wright Medical Group, Inc. [Member] | 2017 Notes Conversion Derivative [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value Inputs, Entity Credit Risk | 6.54% | ||||||
Wright Medical Group, Inc. [Member] | 2020 Conversion Derivative [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value Inputs, Entity Credit Risk | 5.40% | ||||||
Wright Medical Group, Inc. [Member] | 2020 Notes Hedges [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value Assumptions, Expected Volatility Rate | 43.21% | ||||||
DEUTSCHE BANK SUPER X [Member] | 2020 Notes Hedges [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value Inputs, Entity Credit Risk | 0.82% | ||||||
JP Morgan Chase Bank [Member] | 2020 Notes Hedges [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value Inputs, Entity Credit Risk | 0.62% | ||||||
WELLS FARGO LIQUIDITY CROSS ATS [Member] | 2020 Notes Hedges [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value Inputs, Entity Credit Risk | 0.43% | ||||||
Fair Value, Measurements, Recurring [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Cash and Cash Equivalents, Fair Value Disclosure | 139,804,000 | $ 139,804,000 | 227,326,000 | ||||
Total Available For Sale Securities | 0 | 0 | 2,575,000 | ||||
Derivative Asset, Fair Value, Gross Asset | 127,758,000 | 127,758,000 | 80,000,000 | ||||
Total Assets | 267,562,000 | 267,562,000 | 309,901,000 | ||||
Derivative Liability, Fair Value, Gross Liability | 10,440,000 | 10,440,000 | 76,000,000 | ||||
Contingent Consideration Fair Value | 1,705,000 | ||||||
Total Liabilities | 170,197,000 | 170,197,000 | 211,686,000 | ||||
Fair Value, Measurements, Recurring [Member] | U.S. agency debt security [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Certificates of Deposit [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Corporate Debt Securities [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 566,000 | ||||
Fair Value, Measurements, Recurring [Member] | US Government Debt Securities [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 2,009,000 | ||||
Fair Value, Measurements, Recurring [Member] | 2020 Conversion Derivative [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Derivative Liability, Fair Value, Gross Liability | 129,107,000 | 129,107,000 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Cash and Cash Equivalents, Fair Value Disclosure | 227,326,000 | ||||||
Total Available For Sale Securities | 0 | 0 | 2,009,000 | ||||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Interest Rate Swap Fair Value Liability | 0 | ||||||
Total Assets | 139,804,000 | 139,804,000 | 229,335,000 | ||||
Contingent Consideration Fair Value | 0 | ||||||
Total Liabilities | 28,310,000 | 28,310,000 | 133,981,000 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. agency debt security [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | US Government Debt Securities [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 2,009,000 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | 0 | ||||
Total Available For Sale Securities | 0 | 0 | 566,000 | ||||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Interest Rate Swap Fair Value Liability | 0 | ||||||
Total Assets | 0 | 0 | 566,000 | ||||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | |||||
Contingent Consideration Fair Value | 0 | ||||||
Total Liabilities | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. agency debt security [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 566,000 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | US Government Debt Securities [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | 0 | ||||
Total Available For Sale Securities | 0 | 0 | |||||
Derivative Asset, Fair Value, Gross Asset | 127,758,000 | 127,758,000 | |||||
Total Assets | 127,758,000 | 127,758,000 | 80,000,000 | ||||
Derivative Liability, Fair Value, Gross Liability | 10,440,000 | 10,440,000 | |||||
Contingent Consideration Fair Value | 1,705,000 | ||||||
Total Liabilities | 141,887,000 | 141,887,000 | 77,705,000 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. agency debt security [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Certificates of Deposit [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | US Government Debt Securities [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Estimated Fair Value | 0 | 0 | |||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | 2020 Conversion Derivative [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Derivative Liability, Fair Value, Gross Liability | 129,107,000 | 129,107,000 | |||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 2,340,000 | 2,340,000 | |||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 0 | 0 | |||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 0 | 0 | |||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 2,340,000 | 2,340,000 | |||||
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 28,310,000 | 28,310,000 | 133,981,000 | ||||
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 28,310,000 | 28,310,000 | 133,981,000 | ||||
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 0 | 0 | |||||
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 0 | 0 | |||||
2020 Notes Hedges [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 127,758,000 | 127,758,000 | 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3 | 144,843,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (17,085,000) | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||||
2020 Conversion Derivative [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 129,107,000 | 129,107,000 | 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | (149,784,000) | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 20,677,000 | ||||||
Contingent Consideration [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 84,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 656,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 2,340,000 | 2,340,000 | (1,705,000) | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 100,000 | $ 1,800,000 | $ 155,000 | 171,000 | |||
2017 Notes Conversion Derivative [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 49,152,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 10,440,000 | 10,440,000 | 76,000,000 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (16,408,000) | ||||||
WG Healthcare [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 600,000 | 600,000 | 1,500,000 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (300,000) | $ 14,600,000 | $ 8,500,000 | $ 13,500,000 | |||
SSP - Distribution Business [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Contingent Consideration Fair Value | 1,500,000 | 1,500,000 | |||||
SSP - Distribution Business [Member] | Contingent Consideration [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 1,546,000 | 1,546,000 | |||||
2017 Convertible Debt [Member] | |||||||
Schedule of Marketable Securities [Line Items] | |||||||
Long-term Debt, Gross | $ 60,000,000 | $ 60,000,000 | $ 300,000,000 |
Derivatives and Fair Value of60
Derivatives and Fair Value of Financial Instruments - Fair Value of Financial Instruments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Stated percentage rate | 1.00% | 1.00% | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (7,571) | $ 125,012 | $ (61,151) | ||||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | (300) | (400) | $ 600 | ||||||
2017 Convertible Debt [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Long-term Debt, Gross | $ 60,000 | 60,000 | 300,000 | ||||||
Stated percentage rate | 2.00% | ||||||||
2017 Convertible Debt [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Convertible senior notes | 67,700 | 67,700 | |||||||
Long-term Debt, Gross | 60,000 | 60,000 | $ 300,000 | ||||||
Fair Value, Measurements, Recurring [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Contingent Consideration Fair Value | 1,705 | ||||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Contingent Consideration Fair Value | 0 | ||||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Contingent Consideration Fair Value | 0 | ||||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Contingent Consideration Fair Value | 1,705 | ||||||||
WG Healthcare [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Contingent Consideration Fair Value | 600 | $ 600 | $ 1,500 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (300) | $ 14,600 | $ 8,500 | $ 13,500 | |||||
Biotech [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 4,200 | ||||||||
BMTI Payment of Conditional Value Rights [Member] | |||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||
Price per share of contingent consideration | $ 3.50 | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 98,100 |
Derivatives and Fair Value of61
Derivatives and Fair Value of Financial Instruments Derivatives (Details) - USD ($) $ in Thousands | Feb. 13, 2015 | Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2012 | Jun. 30, 2014 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2012 |
Derivatives, Fair Value [Line Items] | |||||||||||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value | $ 3,600 | $ 3,600 | |||||||||
Proceeds from 2017 bond hegdes settlement | $ 10,000 | ||||||||||
Long-term Debt | 697,232 | 697,232 | |||||||||
Debt Discount at Time of Issuance | $ 48,100 | ||||||||||
Payments for (Proceeds from) Hedge, Financing Activities | $ 56,200 | ||||||||||
Derivative Liability, Fair Value, Gross Liability | 139,547 | 139,547 | $ 76,000 | ||||||||
Non Cash Adjustment Derivative Fair Value | (2,300) | $ (4,700) | $ (400) | $ (6,900) | $ (1,000) | 10,045 | (2,000) | $ (1,000) | |||
Repayments of Debt | 292,000 | ||||||||||
2020 Notes Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Derivative Asset, Fair Value, Gross Asset | 127,758 | 127,758 | |||||||||
Derivative, Gain (Loss) on Derivative, Net | (17,085) | ||||||||||
2017 Notes Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | 80,000 | ||||||||
Derivative, Gain (Loss) on Derivative, Net | $ (10,236) | (38,000) | |||||||||
2017 Notes Conversion Derivative [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fair Value Assumptions, Expected Volatility Rate | 43.21% | ||||||||||
Debt Discount at Time of Issuance | $ 48,100 | ||||||||||
Derivative Liability, Fair Value, Gross Liability | 10,440 | $ 10,440 | 76,000 | ||||||||
Derivative, Gain (Loss) on Derivative, Net | 16,408 | 36,000 | |||||||||
Repayments of Debt | $ 240,000 | ||||||||||
2020 Conversion Derivative [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fair Value Assumptions, Expected Volatility Rate | 43.21% | ||||||||||
Debt Discount at Time of Issuance | 149,800 | ||||||||||
Derivative Liability, Fair Value, Gross Liability | $ 129,107 | $ 129,107 | |||||||||
Derivative, Gain (Loss) on Derivative, Net | 20,677 | ||||||||||
2020 convertibledebt [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Proceeds from Issuance of Debt | $ 613,000 | ||||||||||
2017 Change in Derivative Fair Value [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Non Cash Adjustment Derivative Fair Value | (6,172) | $ 2,000 | |||||||||
2020 Change in Derivative Fair Value [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Non Cash Adjustment Derivative Fair Value | $ (3,592) | ||||||||||
WELLS FARGO LIQUIDITY CROSS ATS [Member] | 2020 Notes Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fair Value Inputs, Entity Credit Risk | 0.43% | ||||||||||
DEUTSCHE BANK SUPER X [Member] | 2020 Notes Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fair Value Inputs, Entity Credit Risk | 0.82% | ||||||||||
Wright Medical Group, Inc. [Member] | 2020 Notes Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fair Value Assumptions, Expected Volatility Rate | 43.21% | ||||||||||
Wright Medical Group, Inc. [Member] | 2017 Notes Conversion Derivative [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fair Value Inputs, Entity Credit Risk | 6.54% | ||||||||||
Wright Medical Group, Inc. [Member] | 2020 Conversion Derivative [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fair Value Inputs, Entity Credit Risk | 5.40% | ||||||||||
JP Morgan Chase Bank [Member] | 2020 Notes Hedges [Member] | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fair Value Inputs, Entity Credit Risk | 0.62% |
Property, Plant and Equipment62
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | $ 348,969 | $ 191,094 | |
Less: Accumulated depreciation | (108,200) | (86,859) | |
Property, plant and equipment, net | 240,769 | 104,235 | |
Depreciation | 29,508 | 18,456 | $ 14,384 |
Land and land improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 1,986 | 520 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 36,746 | 26,887 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 40,251 | 24,265 | |
Furniture, fixtures and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 98,521 | 59,885 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 21,505 | 14,178 | |
Surgical instruments [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | $ 149,960 | $ 65,359 |
Property, Plant and Equipment -
Property, Plant and Equipment - Capital Leases (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 31, 2014 |
Capital Leased Assets [Line Items] | ||
Capital leased property, plant and equipment, gross | $ 15,710 | $ 9,007 |
Less: Accumulated depreciation | (3,052) | (862) |
Capital leased property, plant and equipment, net | 12,658 | 8,145 |
Buildings [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased property, plant and equipment, gross | 12,408 | 8,471 |
Machinery and equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased property, plant and equipment, gross | 3,302 | 477 |
Furniture, fixtures and office equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased property, plant and equipment, gross | $ 0 | $ 59 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Sep. 30, 2015 | Dec. 27, 2015 | Dec. 31, 2014 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Total intangibles | $ 286,940 | $ 90,030 | ||
Less: Accumulated amortization | 30,197 | 21,005 | ||
Intangible assets, net | 256,743 | 69,025 | ||
Goodwill [Roll Forward] | ||||
Goodwill at December 31, 2012 | 190,966 | |||
Foreign currency translation | (4,093) | |||
Goodwill at December 31, 2013 | 876,344 | |||
Future amortization [Abstract] | ||||
2,014 | 25,200 | |||
2,015 | 24,600 | |||
2,016 | 20,800 | |||
2,017 | 19,200 | |||
2,018 | 18,500 | |||
Finite-Lived Intangible Assets [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 271,650 | 81,760 | ||
Less: Accumulated amortization | 30,197 | 21,005 | ||
Finite-Lived Intangible Assets [Member] | Distribution channels [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 250 | 250 | ||
Less: Accumulated amortization | 219 | 194 | ||
Finite-Lived Intangible Assets [Member] | Completed technology [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 124,388 | 33,253 | ||
Less: Accumulated amortization | 14,877 | 9,185 | ||
Finite-Lived Intangible Assets [Member] | Licenses [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 4,868 | 8,234 | ||
Less: Accumulated amortization | 703 | 1,637 | ||
Finite-Lived Intangible Assets [Member] | Customer Relationships [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 119,235 | 27,946 | ||
Less: Accumulated amortization | 7,966 | 4,636 | ||
Finite-Lived Intangible Assets [Member] | Trademarks [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 14,861 | 2,798 | ||
Less: Accumulated amortization | 3,464 | 1,850 | ||
Finite-Lived Intangible Assets [Member] | Noncompete Agreements [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 7,521 | 8,508 | ||
Less: Accumulated amortization | 2,917 | 3,397 | ||
Finite-Lived Intangible Assets [Member] | Other [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 527 | 771 | ||
Less: Accumulated amortization | 51 | 106 | ||
Indefinite-Lived Intangible Assets [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Indefinite life intangibles | 15,290 | 8,270 | ||
Indefinite-Lived Intangible Assets [Member] | Completed technology [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Indefinite life intangibles | 15,290 | 4,266 | ||
Indefinite-Lived Intangible Assets [Member] | Trademarks [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Indefinite life intangibles | 0 | $ 4,004 | ||
SSP - Distribution Business [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Other Payments to Acquire Businesses | $ 5,300 | |||
Finite-lived Intangible Assets Acquired | 5,300 | |||
Goodwill [Roll Forward] | ||||
Goodwill, Acquired During Period | 6,200 | $ 6,158 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent | $ 1,400 | |||
Tornier N.V. [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Acquired During Period | $ 683,313 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent | 1,399 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 204,200 |
Goodwill and Intangibles Narrat
Goodwill and Intangibles Narrative (Details) (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
SSP - Distribution Business [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Payments to Acquire Businesses, Gross | $ 4.9 |
Long-Term Debt and Capital Le66
Long-Term Debt and Capital Lease Obligations (Details) $ / shares in Units, shares in Millions | Oct. 01, 2015USD ($)$ / shares | Feb. 13, 2015USD ($)$ / sharesshares | Aug. 31, 2008 | Mar. 31, 2015USD ($) | Mar. 31, 2012USD ($) | Sep. 30, 2015USD ($)$ / shares | Dec. 27, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2012USD ($) | Aug. 31, 2012USD ($)$ / shares | Dec. 31, 2008USD ($) | Jul. 29, 2008 |
Debt and Capital Lease Obligations [Abstract] | |||||||||||||
Debt and capital lease obligations | $ 579,553,000 | $ 281,330,000 | |||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 2,740,000 | ||||||||||||
Less: current portion | (2,171,000) | (718,000) | |||||||||||
Long-term debt and capital lease obligations | $ 577,382,000 | 280,612,000 | |||||||||||
Stated percentage rate | 1.00% | ||||||||||||
Extinguishment of debt, amount | 3,768,000 | $ 0 | |||||||||||
Write off of pro-rata unamortized deferred financing fees and for bank and legal fees | $ 25,101,000 | 0 | 0 | ||||||||||
Maturities of Long-term Obligations [Abstract] | |||||||||||||
2,014 | 835,000 | ||||||||||||
2,015 | 60,589,000 | ||||||||||||
2,016 | 509,000 | ||||||||||||
2,017 | 212,000 | ||||||||||||
2,018 | 632,717,000 | ||||||||||||
Long term debt principal repayment due thereafter | 2,370,000 | ||||||||||||
Long-term Debt | 697,232,000 | ||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
2,014 | 1,989,000 | ||||||||||||
2,015 | 1,842,000 | ||||||||||||
2,016 | 1,801,000 | ||||||||||||
2,017 | 1,718,000 | ||||||||||||
2,018 | 1,581,000 | ||||||||||||
LongTermDebtMaturitiesRepaymentsOfPrincipalThereafter | 8,728,000 | ||||||||||||
Total minimum payments | 17,659,000 | ||||||||||||
Less amount representing interest | 3,896,000 | ||||||||||||
Present value of minimum lease payments | 13,763,000 | ||||||||||||
Current portion | 1,341,000 | ||||||||||||
Long-term portion | 12,422,000 | ||||||||||||
Debt Discount at Time of Issuance | $ 48,100,000 | ||||||||||||
Amortization of Debt Discount (Premium) | 2,900,000 | 9,300,000 | |||||||||||
Repayments of Debt | $ 292,000,000 | ||||||||||||
Payments for Repurchase of Warrants | 59,803,000 | 0 | $ 0 | ||||||||||
Payments for (Proceeds from) Hedge, Financing Activities | $ 56,200,000 | ||||||||||||
Capital Lease Obligations [Member] | |||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||
Debt and capital lease obligations | 13,763,000 | 8,678,000 | |||||||||||
2017 Convertible Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt, Gross | 60,000,000 | 300,000,000 | |||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||
Debt and capital lease obligations | 56,505,000 | $ 272,652,000 | |||||||||||
Stated percentage rate | 2.00% | ||||||||||||
Maturity date | Aug. 15, 2017 | ||||||||||||
Debt instrument, deferred financing charges | $ 8,800,000 | ||||||||||||
Debt instrument, convertible, conversion ratio | 39.3140 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 25.44 | ||||||||||||
wmgi_ThresholdForConversionAsPercentOfConversionPrice | 130.00% | ||||||||||||
wmgi_ThresholdForConversion | 98.00% | ||||||||||||
Debt instrument, convertible, minimum consecutive period | 20 days | ||||||||||||
Debt instrument, convertible, trading period | 30 days | ||||||||||||
Debt instrument, convertible, purchase price as a percent of principal amount if fundamental change event occurs | 100.00% | ||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.47% | ||||||||||||
Payments for Repurchase of Warrants | 60,000,000 | ||||||||||||
Debt Instrument, Unamortized Discount | (3,495,000) | $ 27,348,000 | |||||||||||
2014 Convertible Debt [Member] | |||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||
Debt and capital lease obligations | 504,547,000 | $ 0 | |||||||||||
2020 convertibledebt [Member] | |||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||
Debt and capital lease obligations | 504,547,000 | ||||||||||||
Stated percentage rate | 2.00% | ||||||||||||
Maturity date | Feb. 15, 2020 | ||||||||||||
Debt instrument, deferred financing charges | 18,000,000 | ||||||||||||
Debt instrument, convertible, conversion ratio | 32.3939 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 30.87 | ||||||||||||
wmgi_ThresholdForConversionAsPercentOfConversionPrice | 130.00% | ||||||||||||
Debt instrument, convertible, minimum consecutive period | 20 days | ||||||||||||
Debt instrument, convertible, trading period | 30 days | ||||||||||||
Debt instrument, convertible, purchase price as a percent of principal amount if fundamental change event occurs | 100.00% | ||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Amortization of Debt Discount (Premium) | 21,800,000 | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.54% | ||||||||||||
Debt Instrument, Unamortized Discount | $ (127,953,000) | ||||||||||||
Incremental Common Shares Attributable to Call Options and Warrants | shares | 20.5 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 38.80 | $ 40 | |||||||||||
Shareholder Debt- TRNX [Member] | |||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||
Notes Payable, Noncurrent | $ 1,998,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.55% | ||||||||||||
Maximum [Member] | |||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.90% | ||||||||||||
2020 Conversion Derivative [Member] | |||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Debt Discount at Time of Issuance | $ 149,800,000 | ||||||||||||
2017 Notes Conversion Derivative [Member] | |||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||
Write off of pro-rata unamortized deferred financing fees and for bank and legal fees | $ 25,201,000 | ||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Debt Discount at Time of Issuance | $ 48,100,000 | ||||||||||||
Repayments of Debt | $ 240,000,000 | ||||||||||||
Derivative, Cash Received on Hedge | 70,000,000 | ||||||||||||
Reported Value Measurement [Member] | 2017 Convertible Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt, Gross | 60,000,000 | $ 300,000,000 | |||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Long-term Debt, Fair Value | 67,700,000 | ||||||||||||
Reported Value Measurement [Member] | 2020 convertibledebt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt, Gross | 632,500,000 | ||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Long-term Debt, Fair Value | $ 640,800,000 | ||||||||||||
2020 Notes Hedges [Member] | |||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Derivative, Cost of Hedge | $ 144,800,000 | ||||||||||||
Tornier N.V. [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 74,000,000 | ||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Repayments of Debt | 81,000,000 | ||||||||||||
Line of Credit, Current | $ 7,000,000 | ||||||||||||
Mr. Tornier [Member] | |||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Equity Method Investment, Ownership Percentage | 49.00% | ||||||||||||
Other Borrowings | $ 2,200,000 | ||||||||||||
Tornier SAS [Member] | |||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||
Equity Method Investment, Ownership Percentage | 51.00% |
Accumulated Other Comprehensi67
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | $ 344 | $ (14) | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 2,628 | ||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | 1 | (4,757) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (10,484) | 2,398 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (12,882) | (17,840) | (1,381) |
Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | 2,628 | 0 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (10,484) | 2,398 | 17,610 |
Unrealized Gain(Loss) Marketable Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amount Of Gain Loss Reclassified From Accumulated Other Comprehensive Income Amount Net Of Tax | 0 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | (1) |
Minimum Pension Liability [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | 0 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 344 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (12,882) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 2,284 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (10,484) | 2,398 | 17,953 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (17,839) | ||
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | 344 | (14) | |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | (4,757) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (17,840) | $ (1,381) | |
Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (12,882) | (17,840) | |
Accumulated Other Comprehensive Income (Loss) [Member] | Unrealized Gain(Loss) Marketable Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | 0 | 1 | |
Accumulated Other Comprehensive Income (Loss) [Member] | Minimum Pension Liability [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | $ 0 | $ 344 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 01, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax Credit Carryforward, Valuation Allowance | $ 336,000 | $ 171,000 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 109,000 | |||
Undistributed Earnings of Foreign Subsidiaries | 15,000 | |||
Unrecognized Tax Benefits | 9,941 | $ 4,439 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 5,000 | |||
Components of income before income taxes [Abstract] | ||||
U.S. | (225,473) | (242,998) | $ (230,975) | |
Foreign | (16,738) | (3,832) | 572 | |
Income (loss) before income taxes | (242,211) | (246,830) | (230,403) | |
Current provision (benefit): | ||||
Federal | 0 | (48) | 296 | |
State | 255 | 198 | 85 | |
Foreign | 608 | 1,674 | 180 | |
Total current provision | 863 | 1,824 | 561 | |
Deferred (benefit) provision: | ||||
Federal | (1,450) | (3,164) | 48,257 | |
State | (166) | (1,411) | 884 | |
Foreign | (3,098) | (3,583) | 63 | |
Total deferred (benefit) provision | (4,714) | (8,158) | 49,204 | |
Total provision for income taxes | $ (3,851) | $ (6,334) | $ 49,765 | |
Reconciliation of statutory U.S. federal income tax rate to effective income tax rate [Abstract] | ||||
Income tax provision at statutory rate | 35.00% | 35.00% | 35.00% | |
State income taxes | 3.70% | 1.80% | 3.20% | |
Change in valuation allowance | (36.50%) | (15.90%) | (51.90%) | |
Deferred Tax Write Off | 1.10% | (17.70%) | 9.30% | |
EffectiveTaxReconciliationGoodwillImpairment | 0.00% | 0.00% | (17.50%) | |
Other, net | (1.70%) | (0.60%) | 0.30% | |
Total | 1.60% | 2.60% | (21.60%) | |
Deferred Tax Assets: | ||||
Net operating loss carryforwards | $ 289,715 | $ 131,986 | ||
General business credit carryforward | 6,121 | 3,696 | ||
Reserves and allowances | 52,482 | 27,334 | ||
Stock-based compensation expense | 18,423 | 7,942 | ||
Other | 6,720 | 7,418 | ||
Convertible debt notes and conversion option | 46,631 | 31,491 | ||
Valuation allowance | (336,060) | (171,392) | ||
Total deferred tax assets | 84,032 | 38,475 | ||
Deferred Tax Liabilities: | ||||
Depreciation | 8,455 | 1,915 | ||
Intangible assets | 58,266 | 9,977 | ||
Deferred Tax Liabilities, Derivatives | 49,826 | 31,200 | ||
Other | 6,660 | 3,287 | ||
Total deferred tax liabilities | 123,207 | 46,379 | ||
Net deferred tax assets | (39,175) | $ (7,904) | ||
Foreign operating loss - do not expire [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 45,000 | |||
Foreign operating losses that will expire [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 56,000 | |||
US Federal Operating Loss [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 700,000 | |||
Equity Compensation [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 8,000 | |||
US State Operating loss [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 537,000 | |||
General Business Tax Credit Carryforward [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 6,000 | |||
Foreign Operating Loss [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 101,000 | |||
Tornier SAS [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax Credit Carryforward, Valuation Allowance | $ 56,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) $ in Thousands | 12 Months Ended |
Dec. 27, 2015USD ($) | |
Income Tax Contingency [Line Items] | |
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 5,618 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 1,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 5,000 |
Unrecognized Tax Benefits [Roll Forward] | |
Additions for tax positions related to current year | 344 |
Additions for tax positions of prior years | 0 |
Reductions for tax positions of prior years | (206) |
Settlements | 0 |
Foreign currency translation | (254) |
Balance at December 31, 2013 | $ 9,941 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 27, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 109 | |
Tax Credit Carryforward, Valuation Allowance | 336 | $ 171 |
Undistributed Earnings of Domestic Subsidiaries | 15 | |
US Federal Operating Loss [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 700 | |
Equity Compensation [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 8 | |
US State Operating loss [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 537 | |
General Business [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 6 | |
Foreign Operating Loss [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | $ 101 |
Other Balance Sheet Informati71
Other Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Jan. 01, 2015 | Dec. 31, 2014 |
Other Long-Term Liabilities [Abstract] | |||
Accrued Bonuses, Current | $ 27,515 | $ 2,557 | |
Unrecognized tax benefits (See Note 14) | 9,941 | $ 4,439 | |
Product liability (see Note 19) | 13,990 | 6,050 | |
Derivative Liability, Fair Value, Gross Liability | 139,547 | 76,000 | |
Trademark License Deferred Revenue | 3,263 | 3,689 | |
Contingent Consideration, noncurrent | 29,858 | 36,549 | |
Other | 21,916 | 11,756 | |
Other liabilities | 208,574 | 134,044 | |
Other Employee Related Liabilities, Current | 22,816 | 5,968 | |
Accrued Royalties, Current | 12,918 | 3,220 | |
Accrual for Taxes Other than Income Taxes, Current | 18,895 | 5,782 | |
Accrued Sales Commission, Current | 15,196 | 6,857 | |
Accrued Professional Fees, Current | 21,048 | 13,822 | |
Contingent Consideration Fair Value, Current | 792 | 99,137 | |
Product Liability Accrual, Current | 16,630 | 10,262 | |
Other Accrued Liabilities, Current | 38,053 | 22,009 | |
Accrued Expenses And Other Current Liabilities | $ 173,863 | $ 169,614 |
Earnings per share (Details)
Earnings per share (Details) - shares | 12 Months Ended | |||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share [Abstract] | ||||
Weighted-average number of shares outstanding, basic | 64,808,000 | 51,293,000 | 48,103,000 | |
Common stock equivalents | 0 | 0 | 0 | |
Weighted-average number of shares outstanding, diluted | 64,808,000 | 51,293,000 | 48,103,000 | |
Non-vested shares, restricted stock units, and stock-settled phantom stock units | 1,133,295 | 282,674 | 129,353 |
Capital Stock and Earnings per
Capital Stock and Earnings per share Capital Stock (Details) | 12 Months Ended | |||
Dec. 27, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | Dec. 27, 2015€ / sharesshares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,866,666 | 4,309,062 | 3,472,561 | |
Antidilutive Securities Stock Options | 1,133,295 | 282,674 | 129,353 | |
Conversion of Stock, Amount Converted | 1.0309 | |||
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 | ||
Common Stock, Par or Stated Value Per Share | (per share) | $ 0.01 | $ 0.03 | $ 0.03 | € 0.03 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | Oct. 01, 2015USD ($)$ / sharesshares | Jan. 12, 2014USD ($)$ / sharesshares | Dec. 27, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)periods$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Dec. 31, 2012$ / shares | |
Amounts Recognized in the consolidated financial statements | |||||||
Total cost of share-based payment plans | $ | $ 24,716,000 | $ 11,287,000 | $ 11,912,000 | ||||
Amounts capitalized as inventory and intangible assets | $ | (51,000) | (66,000) | (467,000) | ||||
Amortization of capitalized amounts | $ | 299,000 | 266,000 | 513,000 | ||||
Charged against income before income taxes | $ | 24,964,000 | 11,487,000 | 11,958,000 | ||||
Amount of related income tax benefit recognized in income | $ | 0 | 0 | (3,945,000) | ||||
Impact to net income (loss), continuing operations | $ | 24,964,000 | 11,487,000 | 8,013,000 | ||||
Impact To Net Income (loss), discontinuing operations | $ | 0 | 8,845,000 | 2,320,000 | ||||
Impact to net income (loss) | $ | $ 24,964,000 | $ 20,332,000 | $ 10,333,000 | ||||
Share based compensation effect on earnings per share continuing operations, basic | $ / shares | $ 0.39 | $ 0.22 | $ 0.17 | ||||
Impact to basic earnings per share | $ / shares | 0.39 | 0.40 | 0.21 | ||||
Share based compensation effect on earnings per share, continuing operations, diluted | $ / shares | 0.39 | 0.22 | 0.17 | ||||
Impact to diluted earnings per share | $ / shares | $ 0.39 | $ 0.40 | $ 0.21 | ||||
Summary of stock option activity | |||||||
Options Outstanding, Ending Balance | 6,022,912 | ||||||
Summary of stock options outstanding and exercisable | |||||||
Number Outstanding | 917,000 | ||||||
Weighted-Average Remaining Contractual Life | 5 years 11 months 30 days | ||||||
Weighted-Average Exercise Price | $ / shares | $ 16.69 | ||||||
Number Exercisable | 917,000 | ||||||
Narrative | |||||||
Nonvested Awards, Total Compensation Cost Not yet Recognized | $ | $ 37,300,000 | ||||||
Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 3 years 6 months 15 days | ||||||
Number of Shares Authorized | 8,200,000 | ||||||
Expiration Term | 10 years | ||||||
Number of Shares Available for Grant | 2,910,716 | ||||||
Options, Exercises in Period, Total Intrinsic Value | $ | $ 400,000 | $ 5,300,000 | $ 1,400,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 16.69 | ||||||
Share Based Compensation, Exercise Price Range 1 [Member] | |||||||
Summary of stock options outstanding and exercisable | |||||||
Exercise Price Range, Lower Range Limit | $ / shares | 2 | ||||||
Exercise Price Range, Upper Range Limit | $ / shares | 16 | ||||||
Weighted-Average Exercise Price | $ / shares | 15.57 | ||||||
Share Based Compensation, Exercise Price Range 2 [Member] | |||||||
Summary of stock options outstanding and exercisable | |||||||
Exercise Price Range, Lower Range Limit | $ / shares | 16.01 | ||||||
Exercise Price Range, Upper Range Limit | $ / shares | $ 24 | ||||||
Number Outstanding | 20.22 | ||||||
Share Based Compensation, Exercise Price Range 3 [Member] | |||||||
Summary of stock options outstanding and exercisable | |||||||
Exercise Price Range, Lower Range Limit | $ / shares | $ 24.01 | ||||||
Exercise Price Range, Upper Range Limit | $ / shares | $ 35.87 | ||||||
Inducement Grant [Member] | |||||||
Summary of stock option activity | |||||||
Options Outstanding, Beginning Balance | 890,000 | ||||||
Options Outstanding, Ending Balance | 917,000 | 890,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 16.69 | ||||||
Outstanding, Weighted-Average Exercise Price, Ending Balance | $ / shares | $ 16.69 | ||||||
Outstanding, Weighted-Average Remaining Contractual Life | 6 years | ||||||
Exercisable, Weighted-Average Remaining Contractual Life | 6 years | ||||||
Outstanding, Aggregate Intrinsic Value | $ | $ 6,300,000 | ||||||
Exercisable, Aggregate Intrinsic Value | $ | $ 917,000 | ||||||
Nonvested Shares Roll Forward | |||||||
Nonvested, Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares | $ 17.21 | ||||||
Narrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 27,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 6,300,000 | ||||||
Inducement Grant [Member] | Share Based Compensation, Exercise Price Range 1 [Member] | |||||||
Summary of stock options outstanding and exercisable | |||||||
Number Outstanding | 696,000 | ||||||
Weighted-Average Remaining Contractual Life | 5 years 9 months 2 days | ||||||
Weighted-Average Exercise Price | $ / shares | $ 15.57 | ||||||
Number Exercisable | 696,000 | ||||||
Inducement Grant [Member] | Share Based Compensation, Exercise Price Range 2 [Member] | |||||||
Summary of stock options outstanding and exercisable | |||||||
Number Outstanding | 221,000 | ||||||
Weighted-Average Remaining Contractual Life | 6 years 9 months 5 days | ||||||
Weighted-Average Exercise Price | $ / shares | $ 20.22 | ||||||
Number Exercisable | 221,000 | ||||||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 23.13 | ||||||
Fair Value Assumptions | |||||||
Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.40% | 1.50% | 0.00% | ||||
Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.60% | 2.00% | 1.00% | ||||
Fair Value Assumptions, Expected Term | 6 months | 6 months | 6 months | ||||
Fair Value Assumptions, Expected Volatility Rate | 33.00% | 31.00% | 36.00% | ||||
Summary of stock option activity | |||||||
Options Outstanding, Beginning Balance | 3,517,000 | ||||||
Exercised | (134,000) | ||||||
Forfeited or expired | (87,000) | ||||||
Options Outstanding, Ending Balance | 3,517,000 | ||||||
Exercisable at December 31, 2013 | 5,826,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 22.21 | ||||||
Outstanding, Weighted-Average Exercise Price, Ending Balance | $ / shares | $ 21.66 | $ 24.22 | |||||
Outstanding, Weighted-Average Remaining Contractual Life | 7 years 5 months 12 days | ||||||
Exercisable, Weighted-Average Remaining Contractual Life | 6 years 2 months 9 days | ||||||
Outstanding, Aggregate Intrinsic Value | $ | [1] | $ 17,945,000 | |||||
Exercisable, Aggregate Intrinsic Value | $ | [1] | $ 7,871,000 | |||||
Summary of stock options outstanding and exercisable | |||||||
Number Outstanding | 8,950,000 | ||||||
Weighted-Average Remaining Contractual Life | 7 years 5 months 12 days | ||||||
Weighted-Average Exercise Price | $ / shares | $ 21.66 | ||||||
Number Exercisable | 5,826,000 | ||||||
Weighted-Average Exercise Price | $ / shares | $ 22.21 | ||||||
Narrative | |||||||
Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 7.05 | $ 9.98 | $ 8.60 | ||||
Share-based Compensation Arrangement by share-based payment award, equity instruments outstanding | 8,950,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 26.26 | ||||||
Stock Options [Member] | Share Based Compensation, Exercise Price Range 1 [Member] | |||||||
Summary of stock options outstanding and exercisable | |||||||
Number Outstanding | 441,000 | ||||||
Weighted-Average Remaining Contractual Life | 3 years 9 months 26 days | ||||||
Weighted-Average Exercise Price | $ / shares | $ 13.54 | ||||||
Number Exercisable | 441,000 | ||||||
Weighted-Average Exercise Price | $ / shares | $ 13.54 | ||||||
Stock Options [Member] | Share Based Compensation, Exercise Price Range 2 [Member] | |||||||
Summary of stock options outstanding and exercisable | |||||||
Number Outstanding | 7,117,000 | ||||||
Weighted-Average Remaining Contractual Life | 7 years 9 months 18 days | ||||||
Weighted-Average Exercise Price | $ / shares | $ 20.86 | ||||||
Number Exercisable | 3,993,000 | ||||||
Weighted-Average Exercise Price | $ / shares | $ 21.05 | ||||||
Stock Options [Member] | Share Based Compensation, Exercise Price Range 3 [Member] | |||||||
Summary of stock options outstanding and exercisable | |||||||
Number Outstanding | 1,392,000 | ||||||
Weighted-Average Remaining Contractual Life | 6 years 9 months 15 days | ||||||
Weighted-Average Exercise Price | $ / shares | $ 28.28 | ||||||
Number Exercisable | 1,392,000 | ||||||
Weighted-Average Exercise Price | $ / shares | $ 28.28 | ||||||
Increase from stock conversion [Member] | |||||||
Summary of stock option activity | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | 99,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ 23.49 | ||||||
Assumed awards from merger [Member] | |||||||
Summary of stock option activity | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | 2,476,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ 20.43 | ||||||
Options granted post merger [Member] | |||||||
Summary of stock option activity | |||||||
Granted | 3,135,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ 20.63 | ||||||
Options exercised post merger [Member] | |||||||
Summary of stock option activity | |||||||
Exercised | (22,000) | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ (19.01) | ||||||
Forfeited or expired post merger [Member] | |||||||
Summary of stock option activity | |||||||
Forfeited or expired | (34,000) | ||||||
Narrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ (20.26) | ||||||
Nonvested Common Stock [Member] | |||||||
Summary of stock option activity | |||||||
Common Stock, Market Value | $ / shares | $ 23.56 | ||||||
Nonvested Shares Roll Forward | |||||||
Nonvested Shares, Beginning Balance | 493,000 | ||||||
Vested | (213,000) | ||||||
Forfeited | (6,000) | ||||||
Nonvested Shares, Ending Balance | 1,133,000 | 493,000 | |||||
Nonvested, Weighted-Average Grant-Date Fair Value, Beginning Balance | $ / shares | $ 26.23 | ||||||
Vested | $ / shares | 25.11 | ||||||
Forfeited | $ / shares | 29.59 | ||||||
Nonvested, Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares | 20.63 | $ 26.23 | |||||
Aggregate Intrinsic Value | $ / shares | [2] | $ 26,700,000 | |||||
Narrative | |||||||
Equity Instruments Other than Options, Vested in Period, Total Fair Value | $ | $ 11,800,000 | $ 5,400,000 | $ 6,500,000 | ||||
Nonvested forfeited post merger [Member] | |||||||
Narrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | (4,000) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 10.87 | ||||||
Nonvested that Vested post merger [Member] | |||||||
Summary of stock option activity | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ 20.62 | ||||||
Narrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | (2,000) | ||||||
Nonvested granted stock post merger [Member] | |||||||
Summary of stock option activity | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ 20.60 | ||||||
Narrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 1,139,000 | ||||||
Accelerated Nonvested Common Stock [Member] | |||||||
Summary of stock option activity | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ 26.30 | ||||||
Narrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | (283,000) | ||||||
Nonvested Incremental Shares [Member] | |||||||
Summary of stock option activity | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | $ 26.30 | ||||||
Narrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 9,000 | ||||||
Nonvested Common Stock Granted to Employees [Member] | |||||||
Nonvested Shares Roll Forward | |||||||
Granted | 1,138,614 | 264,000 | 223,000 | ||||
Granted | $ / shares | $ 20.60 | $ 30.04 | $ 24.66 | ||||
Employee Stock [Member] | |||||||
Fair Value Assumptions | |||||||
Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.30% | 0.10% | |||||
Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.60% | 0.40% | |||||
Fair Value Assumptions, Expected Term | 6 months | 6 months | |||||
Fair Value Assumptions, Expected Volatility Rate | 31.00% | 36.00% | |||||
BioMimetics [Member] | |||||||
Amounts Recognized in the consolidated financial statements | |||||||
Charged against income before income taxes | $ | $ 2,200,000 | ||||||
Wright Medical Group, Inc. [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,300,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 25.53 | ||||||
Summary of stock option activity | |||||||
Restricted stock, non-vested shares and stock settled phantom units | 282,564 | ||||||
Narrative | |||||||
Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 26.30 | ||||||
Tornier N.V. [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ | $ 14,200,000 | ||||||
Tornier N.V. [Member] | |||||||
Summary of stock option activity | |||||||
Employee Stock Ownership Plan (ESOP), Shares in ESOP | 333,333 | ||||||
Narrative | |||||||
Number of Shares Available for Grant | 285,845 | ||||||
Employee Stock Purchase Plan, Number of Plan Periods During Each Year | periods | 2 | ||||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 10.00% | ||||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 833 | ||||||
Percent of Market Value at Lower of Beginning or Ending Period Market Price , Purchase Date | 85.00% | ||||||
MicroPort [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ | $ 8,800,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 22.50 | ||||||
Summary of stock option activity | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 266,000 | ||||||
Narrative | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 500,000 | ||||||
Wright Medical Group, Inc. [Member] | |||||||
Summary of stock option activity | |||||||
Granted | 853,000 | 1,033,000 | |||||
Options Outstanding, Ending Balance | 3,362,110 | ||||||
Restricted stock, non-vested shares and stock settled phantom units | 264,000 | 223,000 | |||||
Nonvested Shares Roll Forward | |||||||
Granted | $ / shares | $ 8.18 | $ 6.81 | |||||
Narrative | |||||||
Expiration Term | 10 years | ||||||
Maximum Employee Subscription Rate | 5.00% | ||||||
Maximum Purchase Amount Per Employeee | $ | $ 5,000 | ||||||
Percent of Market Value at Lower of Beginning or Ending Period Market Price , Purchase Date | 85.00% | ||||||
Shares Issued in Period | 22,000 | 23,000 | |||||
Minimum [Member] | |||||||
Narrative | |||||||
Award Requisite Service Period | 3 years | ||||||
Maximum [Member] | |||||||
Narrative | |||||||
Award Requisite Service Period | 4 years | ||||||
[1] | e is calculated as the difference between the market value of our ordinary shares as of December 27, 2015 and the exercise price of the options. The market value as of December 27, 2015 was $23.56 per share, which is the closing sale price of our ordinary shares on December 24, 2015, the last trading day prior to December 27, 2015, as reported by the NASDAQ Global Select Market.The total intrinsic value | ||||||
[2] | e is calculated as the market value of our ordinary shares as of December 27, 2015. The market value as of December 27, 2015 was $23.56 per share, which is the closing sale price of our ordinary shares on December 24, 2015, the last trading day prior to December 27, 2015, as reported by the NASDAQ Global Select Market.The total fair value of sha |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 27, 2015USD ($)yr | Dec. 31, 2014USD ($)yr | Dec. 31, 2013USD ($) | |
Tornier N.V. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Minimum eligibility age (in years) | 18 | ||
Employer matching contribution per employee on first 2% of employee's annual compensation | 100.00% | ||
Employer matching contribution per employee on second 2% of employee's annual compensatio | 50.00% | ||
Defined contribution plan expense | $ | $ 0.2 | ||
Wright Medical Group, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Minimum eligibility age (in years) | 21 | ||
Percentage of employee annual compensation eligible for 100% employer matching contribution | 2.00% | ||
Percentage of employee annual compensation eligible for 50% employer matching contribution | 2.00% | ||
Defined contribution plan requisite service period (in years) | 3 | ||
Defined contribution plan expense | $ | $ 2.5 | $ 1.6 | $ 1.2 |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 3.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Vesting year 1 [Member] | Wright Medical Group, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 25.00% | ||
Vesting year 2 [Member] | Wright Medical Group, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 50.00% | ||
Vesting year 3 [Member] | Wright Medical Group, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 100.00% |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rental expense under operating leases | $ 8,600 | $ 7,100 | $ 8,000 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,014 | 10,001 | ||
2,015 | 5,608 | ||
2,016 | 4,337 | ||
2,017 | 3,717 | ||
2,018 | 3,282 | ||
Thereafter | 10,714 | ||
Total | $ 37,659 |
Commitments and Contingencies77
Commitments and Contingencies - Commitments and Purchase Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 27, 2015 | Dec. 31, 2014 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Purchase Obligation, Due in Second Year | $ 1.5 | |
Supply Agreements, Amount Paid | 0 | $ 2 |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | 0.4 | |
Purchase Obligation, Due in Third Year | $ 3 |
Commitments and Contingencies78
Commitments and Contingencies - Product Liability Contingency (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2015 | Dec. 27, 2015 | Dec. 31, 2014 | |
Product Liability Contingency [Line Items] | ||||||
Supply Agreements, Amount Paid | $ 0 | $ 2,000 | ||||
2,016 | 10,001 | |||||
Loss Contingency, Damages Awarded, Value | 1,025 | |||||
Payments for Legal Settlements | $ 900 | |||||
Loss Contingency Accrual, Period Increase (Decrease) | $ 4,000 | 4,000 | ||||
Product Liability Contingency, Third Party Recovery | 4,000 | |||||
Product Liability Accrual, Component Amount | 4,400 | |||||
Third Party Recovery | $ 10,000 | $ 5,000 | 6,000 | |||
Loss Contingency, Receivable, Period Increase (Decrease) | 25,000 | |||||
2,017 | 5,608 | |||||
2,018 | 4,337 | |||||
2,019 | 3,717 | |||||
2,020 | 3,282 | |||||
Thereafter | 10,714 | |||||
Operating Leases, Future Minimum Payments Due | 37,659 | |||||
CONSERVE (R) Metal-on-metal [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Product Liability Contingency, Third Party Recovery | $ 17,000 | |||||
PROFEMUR Titanium Modular Neck Product [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Insurance Settlements Receivable, Current | 0 | |||||
Allowance for Doubtful Accounts Receivable, Write-offs | 25,000 | |||||
Estimated product liability range, minimum | 22,500 | |||||
Estimated product liability range, maximum | 28,900 | |||||
Product liability, current | 8,500 | |||||
Product liability, non-current | 14,000 | |||||
Increase Decrease in Estimated Recovery from Third Party | $ 19,400 | |||||
Loss Contingency, Receivable, Period Increase (Decrease) | 25,000 | |||||
Punitive Damages [Member] | CONSERVE (R) Metal-on-metal [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Loss Contingency, Damages Awarded, Value | 1,000 | |||||
Compensatory damages [Member] | CONSERVE (R) Metal-on-metal [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Loss Contingency, Damages Awarded, Value | $ 10,000 |
Related Parties (Details)
Related Parties (Details) | Dec. 29, 2009EUR (€) | Jul. 29, 2008USD ($) | Jul. 29, 2008EUR (€) | May. 22, 2005EUR (€) | Dec. 27, 2015USD ($) | Dec. 27, 2015USD ($) | Dec. 27, 2015EUR (€) | Dec. 28, 2014USD ($) | Jul. 29, 2008EUR (€) |
Related Party Transaction [Line Items] | |||||||||
Capital | € | € 10,000 | ||||||||
Mortgage Loans on Real Estate, Face Amount of Mortgages | $ 4,100,000 | ||||||||
Debt Instrument, Description of Variable Rate Basis | Euro Libor rate | Euro Libor rate | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | |||||||
Payments for Rent | $ 600,000 | ||||||||
Operating Leases, Future Minimum Payments Due | 37,659,000 | $ 37,659,000 | |||||||
Tornier SAS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | |||||||
Purchase Price | $ 6,100,000 | ||||||||
SCI Calyx [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties | $ 1,000,000 | ||||||||
Payments for Rent | € | € 440,000 | € 965,655 | |||||||
Mr. Tornier [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 49.00% | 49.00% | |||||||
Due to Related Parties | $ 1,000,000 | ||||||||
Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Related Party Debt | $ 2,000,000 | ||||||||
Tornier SAS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating Leases, Future Minimum Payments Due | 12,300,000 | 12,300,000 | |||||||
SCI Calyx [Member] | Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties | $ 1,400,000 | ||||||||
Tornier SAS [Member] | Animus SCI [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for Rent | € | 296,861 | ||||||||
Tornier SAS [Member] | Mr. Tornier [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for Rent | € | € 279,506 | € 252,254 | € 564,229 | ||||||
Operating Leases, Future Minimum Payments Due | 6,000,000 | 6,000,000 | |||||||
Mr. Tornier [Member] | Tornier SAS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for Rent | 2,200,000 | ||||||||
Mr. Tornier [Member] | SCI Calyx [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties | $ 2,000,000 | $ 2,000,000 |
Quarterly Results of Operatio80
Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2015 | Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2014 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Quarterly Financial Information [Line Items] | |||||||||||||||||
Net sales | $ 176,968 | $ 80,139 | $ 80,420 | $ 77,934 | $ 83,294 | $ 71,307 | $ 72,364 | $ 71,062 | $ 415,461 | $ 298,027 | $ 242,330 | ||||||
Cost of sales | 55,443 | 23,052 | 21,635 | 19,125 | 19,097 | 16,703 | 20,006 | 17,417 | 119,255 | [1] | 73,223 | [1] | 59,721 | [1] | |||
Gross profit | 121,525 | 57,087 | 58,785 | 58,809 | 64,197 | 54,604 | 52,358 | 53,645 | 296,206 | 224,804 | 182,609 | ||||||
Operating expenses: | |||||||||||||||||
Selling, general and administrative | 178,596 | 85,997 | 82,605 | 82,199 | 81,991 | 66,926 | 72,055 | 68,648 | 429,398 | [1] | 289,620 | [1] | 230,785 | [1] | |||
Research and development | 15,211 | 9,570 | 7,957 | 7,117 | 6,360 | 5,948 | 6,799 | 5,856 | 39,855 | [1] | 24,963 | [1] | 20,305 | [1] | |||
Amortization of intangible assets | 9,181 | 2,562 | 2,565 | 2,614 | 2,786 | 2,379 | 2,675 | 2,187 | 16,922 | 10,027 | 7,476 | ||||||
BioMimetic impairment charges | 0 | 0 | 206,249 | ||||||||||||||
Restructuring charges | 0 | 0 | 0 | 0 | |||||||||||||
Total operating expenses | 202,988 | 98,129 | 93,127 | 91,930 | 91,137 | 75,253 | 81,529 | 76,691 | 486,175 | 324,610 | 464,815 | ||||||
Operating income | (81,463) | (41,042) | (34,342) | (33,121) | (26,940) | (20,649) | (29,171) | (23,046) | (189,969) | (99,806) | (282,206) | ||||||
Income (Loss) from Continuing Operations Attributable to Parent | (92,155) | (62,650) | (37,306) | (46,248) | (106,968) | (49,647) | (53,583) | (30,298) | (238,360) | (240,496) | (280,168) | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (13,621) | (36,211) | (7,009) | (3,500) | (4,262) | (12,160) | (2,643) | (122) | (60,341) | (19,187) | 6,223 | ||||||
Net income (loss) | $ (105,776) | $ (98,861) | $ (44,315) | $ (49,748) | $ (111,230) | $ (61,807) | $ (56,226) | $ (30,420) | $ (298,701) | $ (259,683) | $ (273,945) | ||||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.90) | $ (1.19) | $ (0.71) | $ (0.88) | $ (2.05) | $ (0.96) | $ (1.05) | $ (0.60) | $ (3.68) | $ (4.69) | $ (5.82) | ||||||
Income (Loss) from Continuing Operations, Per Diluted Share | (0.90) | (1.19) | (0.71) | (0.88) | (2.05) | (0.96) | (1.05) | (0.60) | (3.68) | (4.69) | (5.82) | ||||||
Net (loss) income per share, basic | (1.03) | (1.87) | (0.84) | (0.95) | (2.13) | (1.20) | (1.10) | (0.61) | (4.61) | (5.06) | (5.69) | ||||||
Net (loss) income per share, diluted | $ (1.03) | $ (1.87) | $ (0.84) | $ (0.95) | $ (2.13) | $ (1.20) | $ (1.10) | $ (0.61) | $ (4.61) | $ (5.06) | $ (5.69) | ||||||
DistributorConversionCharges | $ 400 | $ 500 | $ 700 | $ 500 | |||||||||||||
Management Changes | 1,200 | ||||||||||||||||
Payments for Legal Settlements | 900 | ||||||||||||||||
Unrealized loss on derivative instruments, net of taxes $42 and $600, respectively | $ (240,000) | $ 0 | $ 0 | ||||||||||||||
Inventory write-down | 14,218 | 3,967 | 4,688 | ||||||||||||||
Amortization of Debt Discount (Premium) | 2,900 | 9,300 | |||||||||||||||
Write off of pro-rata unamortized deferred financing fees and for bank and legal fees | 25,101 | 0 | 0 | ||||||||||||||
Amortization of Financing Costs and Discounts | $ 6,910 | $ 6,767 | $ 6,633 | $ 4,457 | 27,600 | 10,969 | 10,288 | ||||||||||
Non Cash Adjustment Derivative Fair Value | 2,300 | 4,700 | 400 | 6,900 | $ 1,000 | (10,045) | 2,000 | 1,000 | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (7,571) | 125,012 | (61,151) | ||||||||||||||
Gain On Previously Held Investment | 0 | 0 | 7,798 | ||||||||||||||
Restructuring Costs | 11,356 | 0 | $ 0 | ||||||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 0 | $ 24,277 | |||||||||||||||
PROFEMUR Titanium Modular Neck Product [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Increase Decrease in Estimated Recovery from Third Party | $ 19,400 | ||||||||||||||||
Tornier N.V. [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Amortization of intangible assets | 4,100 | ||||||||||||||||
Business Combination, Acquisition Related Costs | 39,200 | 19,900 | 12,100 | 11,000 | 11,900 | ||||||||||||
Restructuring Costs | 11,400 | ||||||||||||||||
Acquisitions in 2013 [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Business Combination, Acquisition Related Costs | 2,500 | 1,900 | 4,600 | 5,200 | |||||||||||||
MicroPort [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Business Combination, Acquisition Related Costs | 1,400 | 900 | 1,300 | 2,200 | |||||||||||||
WG Healthcare [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (300) | 14,600 | 8,500 | 13,500 | |||||||||||||
Contingent Value Rights [Member] | Continuing Operations [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 73,700 | $ 18,500 | $ 18,500 | $ 14,300 | |||||||||||||
Tornier N.V. [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 14,200 | ||||||||||||||||
2017 Notes Conversion Derivative [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Write off of pro-rata unamortized deferred financing fees and for bank and legal fees | $ 25,201 | ||||||||||||||||
Contingent Consideration [Member] | |||||||||||||||||
Operating expenses: | |||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 100 | $ 1,800 | $ 155 | $ 171 | |||||||||||||
[1] | These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated: Fiscal year ended December 27, 2015 December 31, 2014 December 31, 2013Cost of sales$287 $254 $503Selling, general and administrative22,777 10,149 10,675Research and development1,900 1,084 780Discontinued operations— — 3,410 |
Segment Data (Details)
Segment Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 43,666 | $ 48,603 | $ 37,530 | ||||||||
Net sales | $ 176,968 | $ 80,139 | $ 80,420 | $ 77,934 | $ 83,294 | $ 71,307 | $ 72,364 | $ 71,062 | $ 415,461 | 298,027 | 242,330 |
Concentration risk percentage | 10.00% | ||||||||||
Depreciation | $ 29,508 | 18,456 | 14,384 | ||||||||
Operating Income (Loss) | (81,463) | $ (41,042) | $ (34,342) | $ (33,121) | (26,940) | (20,649) | (29,171) | (23,046) | (189,969) | (99,806) | (282,206) |
DistributorConversionCharges | 400 | 500 | 700 | 500 | |||||||
BioMimetic impairment charges | 0 | 0 | 206,249 | ||||||||
Payments for Legal Settlements | 900 | ||||||||||
Management Changes | 1,200 | ||||||||||
Interest Expense Income, Net | 41,358 | 17,398 | 16,040 | ||||||||
Other Nonoperating Income (Expense) | 10,884 | 129,626 | (67,843) | ||||||||
Assets | 2,089,675 | 890,073 | 2,089,675 | 890,073 | |||||||
International Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 115,620 | 85,950 | 64,682 | ||||||||
UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-Lived Assets | 160,989 | 92,822 | 160,989 | 92,822 | 61,179 | ||||||
Net sales | 299,841 | 212,077 | 177,648 | ||||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-Lived Assets | 72,643 | 8,065 | 72,643 | 8,065 | 6,581 | ||||||
Net sales | 72,779 | 48,991 | 31,210 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-Lived Assets | 7,137 | 3,348 | 7,137 | 3,348 | 2,755 | ||||||
Net sales | 42,841 | 36,959 | 33,472 | ||||||||
All Countries [Domain] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-Lived Assets | $ 240,769 | 104,235 | 240,769 | 104,235 | 70,515 | ||||||
Foot and Ankle [Member] | International Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 24,789 | 11,312 | 7,240 | ||||||||
Foot and Ankle [Member] | UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 58,756 | 15,311 | 17,423 | ||||||||
Upper Extremities [Member] | International Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 51,200 | 47,001 | 35,020 | ||||||||
Upper Extremities [Member] | UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 187,096 | 148,631 | 115,642 | ||||||||
Biologics [Member] | International Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 19,652 | 20,590 | 17,231 | ||||||||
Biologics [Member] | UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 50,583 | 45,494 | 42,561 | ||||||||
Other Extremities [Member] | International Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 9,862 | 7,047 | 5,191 | ||||||||
Other Extremities [Member] | UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 3,388 | 2,641 | 2,022 | ||||||||
Large Joint [Member] | International Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 10,117 | 0 | 0 | ||||||||
Large Joint [Member] | UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 18 | 0 | |||||||||
Total Extremities [Member] | UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 299,823 | 212,077 | 177,648 | ||||||||
Large Joints [Member] | International Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 105,503 | $ 85,950 | $ 64,682 | ||||||||
Acquisitions in 2013 [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Business Combination, Acquisition Related Costs | 2,500 | 1,900 | 4,600 | 5,200 | |||||||
MicroPort [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Business Combination, Acquisition Related Costs | $ 1,400 | $ 900 | $ 1,300 | $ 2,200 |
Schedule II - Valuation and Q82
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for doubtful accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 930 | $ 272 | $ 291 |
Charged to Cost and Expenses | (878) | (684) | (66) |
Deductions and Other | 1,137 | 1,342 | 47 |
Balance at End of Period | 1,189 | 930 | 272 |
Sales returns and allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 66 | (16) | 0 |
Charged to Cost and Expenses | $ 151 | $ (216) | (16) |
Deductions and Other | 0 | ||
Balance at End of Period | $ 217 | $ 66 | $ (16) |
Uncategorized Items - wmgi-2015
Label | Element | Value |
Business Combination Disclosure [Text Block] | us-gaap_BusinessCombinationDisclosureTextBlock | Acquisitions and Disposition Tornier N.V. On October 1, 2015, we completed the Wright/Tornier merger. Immediately upon completion of the merger, legacy Wright shareholders owned approximately 52% of the combined company and legacy Tornier shareholders owned approximately 48%. Effective upon completion of the merger, we have operated under the leadership of the legacy Wright management team and our board of directors is comprised of five representatives from legacy Wright’s board of directors and five representatives from legacy Tornier’s board of directors. Because of these and other facts and circumstances, the merger has been accounted for as a “reverse acquisition” under US GAAP. As such, legacy Wright is considered the acquiring entity for accounting purposes; and therefore, legacy Wright’s historical results of operations replaced legacy Tornier’s historical results of operations for all periods prior to the merger. As part of the merger, each legacy Wright share was converted into the right to receive 1.0309 ordinary shares of the combined company. The Wright/Tornier merger added legacy Tornier’s complementary extremity product portfolio to further accelerate growth opportunities in our global extremities business. The results of operations of both companies are included in our consolidated financial statements for all periods after completion of the merger. The acquired business contributed net sales of $83.4 million and operating loss of $14.6 million to our consolidated results of operations from the date of acquisition through December 27, 2015 , which includes $11.4 million of inventory step-up amortization and $4.1 million of intangible asset amortization. This operating loss does not include the merger-related transaction costs discussed below. Merger-Related Transaction Costs In conjunction with the merger, we incurred approximately $20.1 million and $8.7 million of merger-related transaction costs in the years ended December 27, 2015 and December 31, 2014, respectively, all of which were recognized as selling, general and administrative expense in our consolidated statements of operations. These expenses primarily related to advisory fees, legal fees, and accounting and tax professional fees. Purchase Consideration and Net Assets Acquired The purchase consideration in a reverse acquisition is determined with reference to the value of equity that the accounting acquirer, legacy Wright, would have had to issue to the owners of the accounting acquiree, legacy Tornier, to give them the same percentage interest in the combined entity. The fair value of WMG common stock used in determining the purchase price was $21.02 per share, the closing price on September 30, 2015, which resulted in a total purchase consideration of $1.034 billion . The calculation of the purchase consideration is as follows (in thousands): Fair value of ordinary shares effectively transferred to Tornier shareholders $ 1,005,468 Fair value of ordinary shares effectively transferred to Tornier share award holders 8,091 Fair value of ordinary shares effectively issued to Tornier stock option holders 20,676 Fair value of total consideration $ 1,034,235 The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed on October 1, 2015 (in thousands): Cash and cash equivalents 30,117 Accounts receivable 63,510 Inventories 140,715 Other current assets 9,256 Property, plant and equipment, net 123,099 Intangible assets, net 204,200 Deferred income taxes 1,399 Other assets 8,658 Total assets acquired 580,954 Current liabilities (105,500 ) Long-term debt (79,554 ) Deferred income taxes (36,544 ) Other non-current liabilities (8,434 ) Total liabilities assumed (230,032 ) Net assets acquired 350,922 Goodwill 683,313 Total preliminary purchase consideration $ 1,034,235 Any changes in the estimated fair values of the net assets recorded for this business combination upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. Any subsequent changes to the purchase allocation during the measurement period that are material will be recorded in the reporting period in which the adjustment amounts are determined. The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of Tornier. The goodwill is not expected to be deductible for tax purposes. Trade receivables and payables, as well as other current and non-current assets and liabilities, were valued at the existing carrying values as they represented the fair value of those items at the acquisition date, based on management’s judgments and estimates. Trade receivables included gross contractual amounts of $73.9 million and our best estimate of $10.4 million which represents contractual cash flows not expected to be collected at the acquisition date. The fair value of property, plant and equipment utilized a combination of the cost and market approaches, depending on the characteristics of the asset classification. Of the $204.2 million of acquired intangible assets, $91.0 million was assigned to customer relationships ( 20 year life), $89.2 million was assigned to developed technology ( 10 year life), $15.7 million was assigned to in-process research and development, and $8.3 million was assigned to trade names ( 2.6 year life). Pro Forma Condensed Combined Financial Information (Unaudited) The following unaudited pro forma combined financial information summarizes the results of operations for the periods indicated as if the Wright/Tornier merger had been completed as of January 1, 2014. Pro forma information reflects adjustments that are expected to have a continuing impact on our results of operations and are directly attributable to the merger. The unaudited pro forma results include adjustments to reflect, among other things, the amortization of the inventory step-up, the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset, and to eliminate interest expense related to legacy Tornier's former bank term debt and line of credit, which was repaid upon completion of the Wright/Tornier merger. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the merger had occurred as of January 1, 2014 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings. Year ended December 27, 2015 Year ended December 31, 2014 Net sales 656,417 627,435 Net loss from continuing operations (293,419 ) (330,231 ) The pro forma net loss for the year ended December 27, 2015 includes the following non-recurring items: $32.1 million of merger-related transaction expenses, $30.1 million of non-cash share-based compensation charges, and $5.5 million of contractual change-in-control severance charges. The pro forma net loss for the year ended December 31, 2014 includes $12.4 million of non-recurring merger-related transaction expenses. Divestiture of Certain Tornier Ankle Replacement and Toe Assets On October 1, 2015, simultaneous with the completion of the Wright/Tornier merger, legacy Tornier completed the divestiture of the U.S. rights to legacy Tornier's SALTO TALARIS® and SALTO TALARIS® XT™ line of ankle replacement products and line of silastic toe replacement products, among other assets, for cash. We 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. The completion of the asset divestiture was subject to and contingent upon the completion of the Wright/Tornier merger and we believe was necessary in order to obtain U.S. Federal Trade Commission approval of the Wright/Tornier merger. As these assets were not part of Wright/Tornier merger, they were not part of the purchase allocation. Additionally, the pro forma results exclude the divested operations as if the divestiture were to have occurred on January 1, 2014. Solana Surgical, LLC On January 30, 2014 , we acquired 100% of the outstanding equity of Solana Surgical, LLC (Solana), a privately held Memphis, Tennessee orthopaedic company, for approximately $48.0 million in cash and $41.4 million of WMG common stock. The transaction added Solana's complementary extremity product portfolio to further accelerate growth opportunities in our global extremities business. The operating results from this acquisition are included in our condensed consolidated financial statements from the acquisition date. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill. The following is a summary of the estimated fair values of the assets acquired (in thousands): Cash and cash equivalents $ 416 Accounts receivable 2,366 Inventory 2,244 Prepaid and other current assets 372 Property, plant and equipment 360 Intangible assets 21,584 Accounts payable and accrued liabilities (2,196 ) Total net assets acquired $ 25,146 Goodwill 64,326 Total purchase consideration $ 89,472 The purchase price allocation was adjusted in the quarter ended June 30, 2014 for the finalization of the valuation of the acquired intangible assets. Intangible assets decreased $0.5 million during the quarter ended June 30, 2014. During the quarter ended September 30, 2014 the purchase price allocation was adjusted to record certain tax-related liabilities existing at the date of acquisition. Accrued liabilities increased $0.2 million during the quarter ended September 30, 2014. The purchase price allocation is now considered final. The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of Solana. The goodwill is expected to be deductible for tax purposes. Of the $21.6 million of acquired intangible assets, $11.7 million was assigned to purchased technology ( 10 year life), $9.3 million was assigned to customer relationships ( 12 year life), and $0.6 million was assigned to trademarks ( 2 year life). The acquired business contributed revenues of $14.3 million and operating income of $1.3 million , which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2014. Our consolidated results include $7.2 million of transaction and transition expenses recognized in the twelve months ended December 31, 2014. Our consolidated results of operations would not have been materially different than reported results had the Solana acquisition occurred at the beginning of 2013; and therefore, pro forma financial information has not been presented. OrthoPro, L.L.C. On February 5, 2014 , we acquired 100% of the outstanding equity of OrthoPro, a privately held Salt Lake City, Utah orthopaedic company, for approximately $32.5 million in cash at closing, subject to a working capital adjustment, plus contingent consideration to be paid upon the achievement of certain revenue milestones in 2014 and 2015 (estimated fair value of contingent consideration is $0 as of December 31, 2014 and December 27, 2015). The transaction added OrthoPro's complementary extremity product portfolio to further accelerate growth opportunities in our global extremities business. The operating results from this acquisition are included in our condensed consolidated financial statements from the acquisition date. During the quarter ended June 30, 2014, we finalized the calculation of the acquisition date fair value of contingent consideration, which was reduced by $2.9 million at that time. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired was recorded as goodwill. The following is a summary of the estimated fair values of the assets acquired (in thousands): Cash and cash equivalents $ 98 Accounts receivable 1,308 Inventory 2,156 Prepaid and other current assets 49 Property, plant and equipment 1,801 Intangible assets 7,772 Accounts payable and accrued liabilities (949 ) Total net assets acquired $ 12,235 Goodwill 20,801 Total purchase consideration $ 33,036 The purchase price allocation was adjusted in the quarter ended June 30, 2014 for the finalization of the valuation of acquired intangible assets. Intangible assets decreased $1.8 million during the quarter ended June 30, 2014. The purchase price allocation was adjusted in the quarter ended September 30, 2014 to record certain tax related liabilities that existed at the date of acquisition. Accrued liabilities increased $0.4 million during the quarter ended September 30, 2014. The purchase price allocation is now considered final. The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of OrthoPro. The goodwill is expected to be deductible for tax purposes. Of the $7.8 million of acquired intangible assets, $4.2 million was assigned to customer relationships ( 12 year life), $3.4 million was assigned to purchased technology ( 10 year life), and $0.2 million was assigned to trademarks ( 2 year life). The acquired business contributed revenues of $8.1 million and operating income of $0.5 million , which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2014. Our consolidated results include $5.1 million of transaction and transition expenses recognized in the twelve months ended December 31, 2014. Our consolidated results of operations would not have been materially different than reported results had the OrthoPro acquisition occurred at the beginning of 2013; and therefore, pro forma financial information has not been presented. Biotech International On November 15, 2013 , we acquired 100% of the outstanding equity shares of Biotech International (Biotech), a privately held French orthopaedic extremities company, for approximately $55.0 million in cash and $21.0 million of WMG common stock, plus additional contingent consideration to be paid upon the achievement of certain revenue milestones in 2014 and 2015 (estimated fair value of contingent consideration is $0 as of December 27, 2015 and December 31, 2014). All WMG common stock issued in connection with the transaction was subject to a lockup period of one year. The transaction significantly expanded our direct sales channel in France and international distribution network and added Biotech’s complementary extremity product portfolio to further accelerate growth opportunities in our global extremities business. The operating results from this acquisition are included in our consolidated financial statements from the acquisition date. During the quarter ended September 30, 2014, we finalized the calculation of the acquisition date fair value of contingent consideration, which was reduced by $4.2 million at that time. The acquisition was recorded by allocating the costs of the assets and liabilities acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the net assets and liabilities acquired was recorded as goodwill. The following is a summary of the estimated fair values of the assets acquired (in thousands): Cash and cash equivalents $ 252 Accounts receivable 4,364 Inventory 5,188 Prepaid and other current assets 303 Deferred tax asset - current 501 Property, plant and equipment 2,573 Intangible assets 17,800 Accounts payable and accrued liabilities (2,552 ) Deferred tax liability - noncurrent (4,228 ) Net assets acquired 24,201 Goodwill 51,836 Total purchase consideration $ 76,037 The purchase price allocation was adjusted in 2014 for the finalization of the valuation of acquired intangible assets, to record certain tax-related liabilities, and to adjust accounts receivable and inventory to acquisition date fair value. Intangible assets, net of tax, increased $1.5 million , tax liabilities increased $0.5 million , accounts receivable decreased $0.7 million , inventory decreased $0.4 million , and deferred tax assets increased $0.5 million during 2014. The purchase price allocation is now considered final. The goodwill is attributable to the workforce of the acquired business and strategic opportunities that arose from the acquisition of Biotech. The goodwill is not expected to be deductible for tax purposes. Of the estimated $17.8 million of acquired intangible assets, $10.1 million was assigned to customer relationships ( 12 year life), $7.1 million was assigned to purchased technology ( 10 year life), and $0.6 million was assigned to trademarks ( 2 year life). The acquired business contributed revenues of $13.7 million and operating loss of $5.3 million , which excludes transaction and transition costs, to our consolidated results during 2014. Our consolidated results include $1.5 million of transition expenses recognized in the twelve months ended December 31, 2014. Our consolidated results of operations would not have been materially different than reported results had the Biotech acquisition occurred at the beginning of 2013; and therefore, pro forma financial information has not been presented. |
Allowance for Sales Returns [Member] | ||
Valuation Allowances and Reserves, Balance | us-gaap_ValuationAllowancesAndReservesBalance | $ 282,000 |
Valuation Allowances and Reserves, Balance | us-gaap_ValuationAllowancesAndReservesBalance | 66,000 |
Biotech [Member] | Customer Relationships [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 10,100,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 12 years |
Biotech [Member] | Trademarks [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 600,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 2 years |
Biotech [Member] | Completed Technology [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 7,100,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 10 years |
OrthoPro [Member] | Customer Relationships [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 4,200,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 12 years |
OrthoPro [Member] | Trademarks [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 200,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 2 years |
OrthoPro [Member] | Completed Technology [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 3,400,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 10 years |
Solana [Member] | Customer Relationships [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 9,300,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 12 years |
Solana [Member] | Trademarks [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 600,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 2 years |
Solana [Member] | Completed Technology [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 11,700,000 |
Acquired Finite-lived Intangible Assets, Useful Life | wmgi_AcquiredFiniteLivedIntangibleAssetsUsefulLife | 10 years |
Tornier N.V. [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | us-gaap_FiniteLivedIntangibleAssetUsefulLife | 20 years |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 91,000,000 |
Tornier N.V. [Member] | In Process Research and Development [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 15,700,000 |
Tornier N.V. [Member] | Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Asset, Useful Life | us-gaap_FiniteLivedIntangibleAssetUsefulLife | 10 years |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 89,200,000 |
Tornier N.V. [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Asset, Useful Life | us-gaap_FiniteLivedIntangibleAssetUsefulLife | 2 years 7 months 6 days |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill | $ 8,300,000 |