Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Feb. 17, 2017 | 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 | --12-25 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 25, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 103,625,395 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,701,346,206 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 25, 2016 | Dec. 27, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 262,265 | $ 139,804 |
Restricted Cash and Cash Equivalents, Current | 150,000 | 0 |
Accounts receivable, net | 130,602 | 131,050 |
Inventories | 150,849 | 210,701 |
Prepaid expenses | 11,678 | 14,923 |
Other current assets | 54,231 | 44,919 |
Disposal Group, Including Discontinued Operation, Assets, Current | 0 | 18,487 |
Total current assets | 759,625 | 559,884 |
Property, plant and equipment, net | 201,732 | 224,256 |
Goodwill | 851,042 | 866,989 |
Intangible assets, net | 231,797 | 250,928 |
Deferred income taxes | 1,498 | 2,580 |
Other assets | 244,892 | 137,174 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 31,683 |
Total assets | 2,290,586 | 2,073,494 |
Current liabilities: | ||
Accounts payable | 32,866 | 30,904 |
Accrued expenses and other current liabilities | 407,704 | 171,171 |
Current portion of long-term obligations | 33,948 | 2,171 |
Current liabilities held for sale | 0 | 2,692 |
Total current liabilities | 474,518 | 206,938 |
Long-term debt and capital lease obligations | 780,407 | 561,201 |
Deferred income taxes | 27,550 | 41,755 |
Other liabilities | 321,247 | 208,574 |
Total liabilities | 1,603,722 | 1,018,468 |
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 | 3,815 | 3,790 |
Additional paid-in capital | 1,908,749 | 1,835,586 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (19,461) | (10,484) |
Retained earnings | (1,206,239) | (773,866) |
Total stockholders' equity | 686,864 | 1,055,026 |
Total liabilities and stockholders' equity | $ 2,290,586 | $ 2,073,494 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) | Dec. 25, 2016$ / sharesshares | Dec. 25, 2016€ / sharesshares | Dec. 27, 2015$ / sharesshares | Sep. 30, 2015$ / shares |
Common Stock, Par or Stated Value Per Share | (per share) | $ 0.03 | € 0.03 | $ 0.03 | $ 0.01 |
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 | 320,000,000 | |
Common Stock, Shares, Issued | 103,400,995 | 103,400,995 | 102,672,678 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |||||||
Dec. 27, 2015 | [1] | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | ||||
Income Statement [Abstract] | ||||||||
Net sales | $ 166,833 | $ 80,139 | $ 80,420 | $ 77,934 | ||||
Cost of sales | 49,810 | 23,052 | 21,635 | 19,125 | ||||
Gross profit | 117,023 | 57,087 | 58,785 | 58,809 | ||||
Operating expenses: | ||||||||
Selling, general and administrative | 173,576 | 85,997 | 82,605 | 82,199 | ||||
Research and development | 14,695 | 9,570 | 7,957 | 7,117 | ||||
Amortization of intangible assets | 9,013 | 2,562 | 2,565 | 2,614 | ||||
Total operating expenses | 197,284 | 98,129 | 93,127 | 91,930 | ||||
Operating income | (80,261) | (41,042) | (34,342) | (33,121) | ||||
Income (Loss) from Continuing Operations Attributable to Parent | (91,152) | (62,650) | (37,306) | (46,248) | ||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (14,624) | (36,211) | (7,009) | (3,500) | ||||
Net (loss) income | $ (105,776) | $ (98,861) | $ (44,315) | $ (49,748) | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 102,659 | 52,750 | [2] | 52,631 | [2] | 52,437 | [2] | |
Net income (loss) per share (Note 15): | ||||||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.89) | $ (1.19) | [2] | $ (0.71) | [2] | $ (0.88) | [2] | |
Basic (in dollars per share) | $ (1.03) | $ (1.87) | [2] | $ (0.84) | [2] | $ (0.95) | [2] | |
[1] | 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, and have been restated for the divestiture of our Large Joints business. | |||||||
[2] | During 2015, we restated the first, second, and third quarter balances to meet post-merger valuations as described within Note 13. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Stock-based compensation expense | $ 14,400 | $ 25,000 | $ 11,500 |
Cost of Sales [Member] | |||
Stock-based compensation expense | 414 | 287 | 254 |
Selling, general and administrative [Member] | |||
Stock-based compensation expense | 13,216 | 22,777 | 10,149 |
Research and Development [Member] | |||
Stock-based compensation expense | $ 786 | $ 1,900 | $ 1,084 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Net (loss) income | $ (432,373) | $ (298,701) | $ (259,683) |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Changes in foreign currency translation | (8,977) | (12,882) | (17,840) |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | 0 | 1 | |
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) | (8,977) | (12,882) | (15,555) |
Comprehensive Income (Loss) | (441,350) | (311,583) | (275,238) |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Net (loss) income | 0 | ||
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Changes in foreign currency translation | (12,882) | (17,840) | |
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 | 0 | 2,628 |
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 | (8,977) | (12,882) | (17,840) |
Minimum Pension Liability [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |||
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | $ 0 | $ 0 | $ (344) |
Consolidated Statements of Com7
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Other Comprehensive Income (Loss), Reclassification Adjustment for Write-down of Securities Included in Net Income, Tax | $ 0 | $ 0 | $ 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |||
Operating activities: | |||||
Net (loss) income | $ (432,373) | $ (298,701) | $ (259,683) | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Consolidated Depreciation | 56,782 | 29,481 | 18,582 | ||
Stock-based compensation expense | 14,416 | 24,964 | 11,487 | ||
Consolidated Intangible Amortization | 29,180 | 16,922 | 10,027 | ||
Amortization of Financing Costs and Discounts | 40,487 | 27,600 | 10,969 | ||
Deferred income taxes | (20,583) | (3,087) | (396) | ||
Inventory Write-down | 22,046 | 14,218 | 3,967 | [1] | |
Write off of Deferred Debt Issuance Cost | 12,343 | 25,101 | 0 | ||
Excess tax benefit from stock-based compensation arrangements | 0 | 0 | (59) | ||
InventoryStepUpAmortizationExpense | 41,503 | 11,356 | 0 | ||
Non Cash Adjustment Derivative Fair Value | (28,273) | (10,045) | 2,000 | ||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 21,342 | 0 | (24,277) | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 8,688 | (7,571) | 125,012 | ||
Loss Contingency, Receivable, Period Increase (Decrease) | 0 | 25,000 | 0 | ||
Other | 4,425 | 4,780 | 2,582 | ||
Changes in assets and liabilities (net of acquisitions): | |||||
Accounts receivable | (1,118) | (13,078) | (11,970) | ||
Inventories | (187) | (24,695) | (25,317) | [1] | |
Prepaid expenses and other current assets | 22,441 | (10,471) | 30,531 | ||
Accounts payable | 1,495 | (2,919) | 12,907 | ||
Accrued expenses and other liabilities | (11,251) | 23,258 | [1] | (22,364) | |
Payment of Contingent Consideration | 0 | (27,983) | 0 | ||
Increase (Decrease) in Metal on Metal Product Liability Accrual | 256,461 | 0 | [1] | 0 | |
Net cash provided by operating activities | 37,824 | (195,870) | (116,002) | ||
Investing activities: | |||||
Capital expenditures | (50,099) | (43,666) | (48,603) | ||
Acquisition of business | 0 | (4,905) | (80,556) | ||
Purchase of intangible assets | (4,845) | (82) | (11,693) | ||
Cash Acquired from Acquisition | 0 | 30,117 | 0 | ||
Sales and maturities of available-for-sale marketable securities | 0 | 2,566 | 11,795 | ||
Proceeds from sale of assets | 20,703 | 0 | 274,687 | ||
Net cash used in investing activities | (34,241) | (15,970) | 145,630 | ||
Financing activities: | |||||
Issuance of common stock | 8,460 | 3,513 | 37,201 | ||
Proceeds from Issuance of Warrants | 54,629 | 87,072 | 0 | ||
Payments of long term borrowings | (99,816) | (144,843) | 0 | ||
Payments for Repurchase of Warrants | (3,319) | (59,803) | 0 | ||
Settlement of 2017 Notes Conversion Derivative | (1,619) | (49,152) | 0 | ||
Proceeds from Hedge, Financing Activities | 3,892 | 69,764 | 0 | ||
Redemption of convertible senior notes | (102,974) | (240,000) | (3,768) | ||
Repayments of Assumed Debt | 0 | (81,367) | 0 | ||
Proceeds From Cash Settled Convertible Debt | 425,821 | 632,500 | 0 | ||
Payment of Financing and Stock Issuance Costs | (11,108) | (20,081) | 0 | ||
Payment of contingent consideration - initial valuation | (1,035) | (70,120) | 0 | ||
Repayments of Long-term Capital Lease Obligations | (2,514) | (621) | (441) | ||
Excess tax benefit from stock-based compensation arrangements | 0 | 0 | 59 | ||
Net cash provided by (used in) financing activities | 270,417 | 126,862 | 33,051 | ||
Effect of exchange rates on cash and cash equivalents | (1,539) | (2,544) | (4,088) | ||
Net increase in cash and cash equivalents | 272,461 | (87,522) | 58,591 | ||
Consolidated cash and cash equivalents, beginning of year | 139,804 | 227,326 | 168,735 | ||
Consolidated Cash and Equivalents, end of year | $ 412,265 | $ 139,804 | $ 227,326 | ||
[1] | the 2014 balances were reclassified to show separate presentation related to provision for excess and obsolete inventory. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [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, 2013 | 49,476,738 | ||||||||||||||
Balance at Dec. 31, 2013 | $ 459,714 | $ 1,956 | $ 655,287 | $ (215,482) | $ 17,953 | ||||||||||
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 | ||||||||||||||
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 | 1,406,799 | |||||||||||||
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 | ||||||||||||||
Cancellation of non-vested shares of common stock (in shares) | (24,051) | ||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock (in shares) | 83,030 | ||||||||||||||
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 | ||||||||||||||
Balance at Dec. 31, 2014 | 278,803 | $ 2,101 | 749,469 | (475,165) | 2,398 | ||||||||||
Minimum pension liability adjustment | (344) | ||||||||||||||
Net (loss) income | (298,701) | (298,701) | |||||||||||||
Changes in foreign currency translation | (12,882) | (12,882) | (12,882) | ||||||||||||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax | 0 | ||||||||||||||
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 | 49,569,007 | |||||||||||||
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 | ||||||||||||||
Cancellation of non-vested shares of common stock (in shares) | (5,869) | ||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock (in shares) | 30,895 | ||||||||||||||
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 | ||||||||||||||
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 | |||||||||||||
Net (loss) income | (432,373) | ||||||||||||||
Changes in foreign currency translation | (8,977) | $ (8,977) | |||||||||||||
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) | 440,355 | ||||||||||||||
Issuances of common stock | 8,470 | $ 15 | 8,455 | ||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock (in shares) | 287,962 | ||||||||||||||
Vesting of stock-settled phantom stock units and non-vested shares of common stock | $ 10 | (10) | |||||||||||||
Stock-based compensation | 14,406 | 14,406 | |||||||||||||
Balance (in shares) at Dec. 25, 2016 | 103,400,995 | ||||||||||||||
Balance at Dec. 25, 2016 | 686,864 | $ 3,815 | 1,908,749 | $ (1,206,239) | $ (19,461) | ||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 50,312 | $ 50,312 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 25, 2016 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | Organization and Description of Business Wright Medical Group N.V. 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 and warehousing operations); Arlington, Tennessee (manufacturing and warehousing operations); Franklin, Tennessee (manufacturing and warehousing operations); Montbonnot, France (manufacturing and warehousing operations); and Macroom, Ireland (manufacturing). In addition, we have local sales and distribution offices in Canada, Australia, Asia, Latin America, 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 Wright Medical Group, Inc. (legacy Wright or WMG) and Tornier N.V. (legacy Tornier) (the Wright/Tornier merger or merger) effective October 1, 2015, Robert J. Palmisano, former President and Chief Executive Officer (CEO) of legacy Wright, became President and CEO of the combined company, and Lance A. Berry, former Senior Vice President (SVP) and Chief Financial Officer (CFO) of legacy Wright, became SVP and CFO. Immediately upon completion of the merger, legacy Wright shareholders owned approximately 52% of the combined company and legacy Tornier shareholders owned approximately 48% of the combined company, and our board of directors was comprised of five representatives from legacy Wright's board of directors and five representatives from legacy Tornier's board of directors. 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 was accounted for as a “reverse acquisition” under generally accepted accounting principles in the United States (US GAAP), and as such, legacy Wright was 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. Beginning in 2015 as a result of the Wright/Tornier merger, our fiscal year-end is generally determined on a 52-week basis and runs from the Monday nearest to the 31st of December of a year, and ends on the Sunday nearest to the 31st of December of the following year. Every few years, it is necessary to add an extra week to the year making it a 53-week period. 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 25, 2016 , December 27, 2015 , and December 31, 2014 . All amounts are presented in U.S. dollars ($), except where expressly stated as being in other currencies, e.g., Euros (€). References in these notes 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. 25, 2016 | |
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 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, valuation of in-process research and development, product liability claims, product liability insurance recoveries and other litigation, income taxes, and share-based compensation. Discontinued operations. On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, Tornier France SAS and certain other entities related to us and Corin Orthopaedics Holdings Limitied (Corin) entered into a business sale agreement and simultaneously completed and closed the sale of our Large Joints business. Pursuant to the terms of the agreement, we sold substantially all of our assets related to our Large Joints business to Corin for approximately €29.7 million in cash, less approximately €10.7 million for net working capital adjustments. Upon closing, the parties also executed a transitional services agreement and supply agreement, among other ancillary agreements required to implement the transaction. These agreements are on arm’s length terms and are not expected to be material to our financial statements. On January 9, 2014, pursuant to an Asset Purchase Agreement, dated as of June 18, 2013 (the MicroPort Agreement), by and among us and MicroPort Scientific Corporation (MicroPort), we completed the 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 Large Joints and OrthoRecon businesses, including costs associated with corporate employees and infrastructure transferred as a part of the sales, are reflected within discontinued operations in the consolidated statements of operations. 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. Restricted cash. Amounts included in restricted cash represent those required to be held in a restricted escrow account by a contractual agreement to secure the obligations of Wright Medical Technology, Inc. (WMT) under the Master Settlement Agreement (MSA) as described in Note 16 . For additional information regarding restricted cash, see Note 17 . 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 was 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 $21.5 million , $14.2 million , and $4.0 million for the years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 , respectively. During the year ended December 25, 2016 , we recorded $4.1 million of provisions for excess and obsolete inventory for product rationalization initiatives. Additionally, charges in 2016 are higher than prior years due to the additional inventories subject to reserves following the Wright/Tornier merger. Product liability claims and related 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. We record insurance recoveries from product liability insurance that is in force when they are realized or realizable, normally when we believe it is probable that the insurance carrier will settle 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 and building improvements 10 to 40 years Machinery and equipment 3 to 14 years Furniture, fixtures and office equipment 4 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. Valuation of long-lived assets. Management periodically evaluates carrying values of long-lived assets, including property, plant and equipment and finite-lived 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 long-lived assets 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. 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 2016 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, 5 years, 5 years, 12 years, 18 years, 3 years and 3 years, respectively. The weighted average amortization period of our intangible assets on a combined basis is 13 years. 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, we analyze our accounts receivable, historical bad debt experience, customer concentrations, customer creditworthiness, and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. The majority of our accounts receivable are from hospitals and surgery centers. Our collection history has been favorable with minimal bad debts from these customers. 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 repeated collection efforts. Our allowance for doubtful accounts totaled $4.5 million and $ 1.2 million at December 25, 2016 and December 27, 2015 , 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. 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, such as Allomatrix TM , 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 rely on one supplier for a key component of our AUGMENT ® Bone Graft. In December 2013, our 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. In April 2016, we entered into a commercial supply agreement with FUJIFILM Diosynth Biotechnologies U.S.A., Inc. pursuant to which Fujifilm agreed to manufacture and sell to us and we agreed to purchase the key component of our AUGMENT ® Bone Graft. Pursuant to our supply agreement with Fujifilm, commercial production of the key component is expected to begin in 2019. Although we believe that our current supply of the key component from our former supplier should be sufficient to last until after the component becomes available under the new agreement, no assurance can be provided that it will be sufficient. 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 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 25, 2016 and December 27, 2015 . 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. These amounts totaled $17.9 million , $9.8 million , and $7.6 million for the years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 , respectively. 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 (income) 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 loss and our comprehensive loss 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 $14.4 million , $25.0 million , and $11.5 million during the years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 , respectively, within our 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 $0.8 million and $0.3 million on our foreign currency contracts for the years ended December 25, 2016 and December 27, 2015 , and a net gain of approximately $0.4 million for the year ended December 31, 2014 . These gains and losses substantially offset translation losses and gains recorded on our intercompany receivable and payable balances, and are also included in “Other (income) expense, net.” At December 25, 2016 and December 27, 2015 , we had $0.4 million and $3.6 million in foreign currency contracts outstanding, respectively. On August 31, 2012, February 13, 2015, and May 20, 2016, we issued the 2017 Notes, 2020 Notes, and 2021 Notes, respectively, as defined and described in Note 9 . The 2017 Notes Conversion Derivatives, 2020 Notes Conversion Derivatives, and 2021 Notes Conversion Derivatives, each as defined and described in Note 6 , requires bifurcation from the 2017 Notes, 2020 Notes, and 2021 Notes in accordance with ASC Topic 815, and are accounted for as derivative liabilities. We also entered into 2017, 2020, and 2021 Notes Hedges, as defined and described in Note 6 , in connection with the issuance of the 2017, 2020, and 2021 Notes. As of December 25, 2016 , the 2020 and 2021 Notes Hedges were outstanding. The 2020 and 2021 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 and 2021 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The 2020 and 2021 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 period amounts in our consolidated financial statements have been reclassified to account for adoption of recent accounting guidance or to conform to the current period presentation. Supplemental cash flow information. Cash paid for interest and income taxes was as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 Interest $ 18,678 $ 11,198 $ 6,518 Income taxes $ 4,334 $ 1,051 $ 1,525 Recent Accounting Pronouncements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and has subsequently issued several supplemental and/or clarifying ASUs (collectively “ASC 606”). ASC 606 prescribes a single common revenue standard that replaces most existing U.S. GAAP revenue recognition guidance. ASC 606 outlines a five-step model, under which we will recognize revenue as performance obligations within a customer contract are satisfied. ASC 606 is intended to provide more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability. Adoption of ASC 606 is required for annual reporting periods beginning after December 15, 2017 (fiscal year 2018 for Wright), including interim periods within the reporting period. Upon adoption, we must elect to adopt either retrospectively to each prior reporting period presented or using the cumulative effect transition method with the cumulative effect of initial adoption recognized at the date of initial application. We have not determined what transition method we will use. We are currently assessing the impact that the future adoption of ASC 606 may have on our consolidated financial statements by analyzing our current portfolio of customer contracts, including a review of historical accounting policies and practices to identify potential differences in applying the guidance of ASC 606. Based on our preliminary review of our customer contracts, we expect that revenue on the majority of our customer contracts will continue to be recognized at a point in time, generally upon surgical implantation or shipment of products to distributors, consistent with our current revenue recognition model. 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 to present 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 Securities and Exchange Commission (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. We adopted this guidance during the first quarter of 2016 on a retrospective basis. Accordingly, we reclassified debt issuance costs on our December 27, 2015 consolidated balance sheet, which decreased other assets and long-term debt by $16.2 million. FASB ASU 2015-11 Simplifying the Measurement of Inventory was issued in July 2015. This requires entities to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU will not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. The ASU will be effective for us fiscal year 2017. The adoption of this ASU is not expected to have a material impact on our consolidated 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. We adopted this ASU during 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, as part of its simplification initiative (i.e., the FASB's effort to reduce the cost and complexity of certain aspects of US GAAP). The ASU requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. It thus simplifies the prior guidance, which required entities to separately present deferred tax assets and deferred tax liabilities as current or noncurrent in a classified balance sheet. We elected to early adopt this guidance for the year ended December 27, 2015 and retrospectively applied this guidance to the 2014 tax balances. We noted that this change did not significantly impact our consolidated financial statements. On February 25, 2016, the FASB issued ASU 2016-02, Leases, which introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in FASB ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current leases model. The ASU will be effective for us beginning in fiscal year 2019. We are in the initial phases of our adoption plans and; accordingly, we are unable to estimate any effect this may have on our consolidated financial statements. On March 30, 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is to simplify accounting for income taxes, forfeitures, and withholding taxes, and reduce ambiguity in cash flow reporting. The ASU will be effective for us fiscal year 2017. We do not expect this change to significantly impact our consolidated financial statements. On August 26, 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The ASU’s amendments add or clarify guidance on eight cash flow issues, including contingent consideration payments made after a business combination, and proceeds from the settlement of insurance claims. The guidance in the ASU is effective for us beginning in 2018 with early adoption permitted. We have elected to early adopt this guidance for the year ended December 25, 2016 and retrospectively applied this guidance to all periods presented. We noted that the application of this guidance did not impact the historical presentation of our statement of cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted c |
Acquisitions (Notes)
Acquisitions (Notes) | 12 Months Ended |
Dec. 27, 2015 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions and Disposition Wright/Tornier Merger 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% of the combined company. Effective upon completion of the merger, we have operated under the leadership of the legacy Wright management team and our board of directors was 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 was accounted for as a “reverse acquisition” under US GAAP. As such, legacy Wright was 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 extremities 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 $307.4 million and operating loss of $23.9 million to our consolidated results of operations for the fiscal year ended December 25, 2016 , which includes $37.7 million of inventory step-up amortization and $16.8 million of intangible asset amortization. Additionally, the acquired business contributed net sales of $73.3 million and operating loss of $13.4 million to our consolidated results of operations from the date of acquisition through December 27, 2015 , which includes $10.3 million of inventory step-up amortization and $4.0 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 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 63,797 Inventories 138,659 Other current assets 9,256 Property, plant and equipment, net 122,927 Intangible assets, net 213,600 Deferred income taxes 1,399 Other assets 8,658 Total assets acquired 588,413 Current liabilities (101,623 ) Long-term debt (79,554 ) Deferred income taxes (31,878 ) Other non-current liabilities (8,434 ) Total liabilities assumed (221,489 ) Net assets acquired $ 366,924 Goodwill 667,311 Total preliminary purchase consideration $ 1,034,235 We made various changes to the purchase allocation during the measurement period. These changes were recorded in the reporting period in which the adjustment amounts were determined in accordance with ASU 2015-16. During the three months ended March 27, 2016, we revised the opening balances of current liabilities and goodwill acquired as part of the Wright/Tornier merger by $0.6 million . During the three months ended June 26, 2016, we revised the opening balances of intangible assets, accounts receivable, inventories, current liabilities, and goodwill acquired as part of the Wright/Tornier merger based on new information that existed as of the acquisition date. As a result of the completion of the valuation of acquired intangible assets by our third-party valuation firm, we increased the opening balance of acquired intangible assets by $9.4 million , with a corresponding decrease to goodwill. This allocation adjustment resulted in an increase to amortization expense of $0.3 million for the six months ended June 26, 2016, of which $0.1 million related to each of the previous two quarters. We also revised the opening balance of acquired working capital accounts by a net decrease of $0.5 million , with a corresponding increase to goodwill. During the three months ended September 25, 2016, as a result of the finalization of the valuation of acquired intangible assets by tax jurisdiction, we reduced the opening balance of deferred income taxes by $4.7 million , with a corresponding decrease to goodwill. This allocation adjustment resulted in a $0.4 million decrease to our income tax benefit for the nine months ended September 25, 2016. We revised the opening balance of property, plant, and equipment by $0.2 million with a corresponding increase to goodwill. The decrease in property, plant, and equipment resulted in an immaterial impact to depreciation expense. We also revised the opening balance of acquired working capital accounts by a net increase of $2.1 million , with a corresponding decrease to goodwill, primarily due to the completion of our assessment on inventory and current liabilities. The purchase price allocation is now considered final. The acquisition was recorded by allocating the costs of the net assets acquired based on their estimated fair values at the acquisition date. Trade receivables and payables, as well as certain 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 $10.1 million which represents contractual cash flows not expected to be collected at the acquisition date. Inventory was recorded at estimated selling price less costs of disposal and a reasonable selling profit. The resulting inventory step-up adjustment is being recognized in cost of sales as the related inventory is sold. 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. In determining the fair value of intangibles, we used an income method which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, the economic barriers to entry, and the discount rate applied to the cash flows. Of the $213.6 million of acquired intangible assets, $99.9 million was assigned to customer relationships ( 20 year life), $89.5 million was assigned to developed technology ( 10 year life), $15.9 million was assigned to in-process research and development, and $8.3 million was assigned to trade names ( 2.6 year life). The excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. 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. The assets acquired in connection with the acquisition of Tornier and included in the above allocation of the purchase consideration include, among other assets, assets associated with legacy Tornier's Large Joints business. As described in more detail in Note 4 , on October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, Tornier France SAS and certain other entities related to us and Corin entered into a business sale agreement and simultaneously completed and closed the sale of our Large Joints business. Pursuant to the terms of the agreement, we sold substantially all of our assets related to our Large Joints business to Corin for approximately €29.7 million in cash, less approximately €10.7 million for net working capital adjustments. Pro Forma Combined Financial Information (Unaudited) The following unaudited pro forma combined financial information (in thousands) summarizes the results of operations for the periods indicated as if the Wright/Tornier merger had been completed as of January 1, 2014. Fiscal year ended December 27, 2015 1 December 31, 2014 Net sales $ 615,490 $ 574,076 Net loss from continuing operations $ (293,055 ) $ (329,961 ) ___________________________ 1 The 2015 results were restated for the divestiture of our Large Joints business. 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. 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 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 fair 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 were 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. Divestiture of Certain Legacy Tornier Ankle Replacement and Toe Assets On October 1, 2015, simultaneous with the completion of the Wright/Tornier merger, we 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 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 was 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 Inventories 2,244 Other current assets 372 Property, plant and equipment, net 360 Intangible assets, net 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 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 year ended December 31, 2014. OrthoPro, L.L.C. On February 5, 2014 , we acquired 100% of the outstanding equity of OrthoPro L.L.C., 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 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 Inventories 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 year ended December 31, 2014. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 12 Months Ended |
Dec. 25, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations For the years ended December 25, 2016 and December 27, 2015, our loss from discontinued operations, net of tax, totaled $267.4 million and $61.3 million and was attributable to the divestiture of the Large Joints Business and the OrthoRecon Business. For the year ended December 31, 2014, our loss from discontinued operations, net of tax, totaled $19.2 million and was attributable to the OrthoRecon Business. The basic and diluted weighted-average number of ordinary shares outstanding was 103.0 million , 64.8 million and 51.3 million for 2016, 2015, and 2014, respectively. The basic and diluted net loss from discontinued operations per share was $2.60 , $0.95 and $0.37 for 2016, 2015 and 2014, respectively. Large Joints Business On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, Tornier France, Corin, and certain other entities related to us and Corin entered into a business sale agreement and simultaneously completed and closed the sale of our Large Joints business. Pursuant to the terms of the agreement, we sold substantially all of the assets related to our Large Joints business to Corin for approximately €29.7 million in cash, less approximately €10.7 million for net working capital adjustments. Upon closing, the parties also executed a transitional services agreement and supply agreement, among other ancillary agreements required to implement the transaction. These agreements are on arm’s length terms and are not expected to be material to our consolidated financial statements. All historical operating results for the Large Joints 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 transferred to Corin were classified as assets and liabilities held for sale in our consolidated balance sheet for the year ended December 27, 2015. We recognized an impairment loss on assets held for sale of $21.3 million , before the effect of income taxes during 2016, based on the difference between the net carrying value of the assets and liabilities held for sale and the purchase price, less estimated adjustments and costs to sell. This loss was recorded within "Net loss from discontinued operations" in our consolidated statements of operations for the year ended December 25, 2016. The following table summarizes the results of discontinued operations for the Large Joints business (in thousands, except per share data): Fiscal year ended December 25, 2016 December 27, 2015 Net sales $ 35,318 $ 10,135 Cost of sales 20,244 5,633 Selling, general and administrative 18,808 5,021 Other — 684 Loss from discontinued operations before income taxes (3,734 ) (1,203 ) Impairment loss on assets held for sale, before income taxes 21,342 — Total loss from discontinued operations before income taxes (25,076 ) (1,203 ) Benefit for income taxes 5,615 199 Total loss from discontinued operations, net of tax $ (19,461 ) $ (1,004 ) Net loss from discontinued operations per share-basic and diluted ( Note 13 ) 1 $ (0.19 ) $ (0.02 ) Weighted-average number of ordinary shares outstanding-basic and diluted ( Note 13 ) 1 102,968 64,808 1 The prior period weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13 . The following table summarizes the assets and liabilities held for sale (in thousands): December 25, 2016 December 27, 2015 Assets: Inventories, net $ — $ 18,408 Prepaid expenses — 79 Property, plant and equipment, net — 16,513 Goodwill — 9,355 Intangible assets, net — 5,815 Total assets held for sale $ — $ 50,170 Liabilities: Other current liabilities $ — $ 2,692 Total liabilities held for sale $ — $ 2,692 Cash provided by operating activities and investing activities from the Large Joints business totaled $5.2 million and $20.7 million for the year ended December 25, 2016 , respectively. Cash provided by operating activities from the Large Joints business totaled $2.9 million for the fiscal year ended December 27, 2015 . OrthoRecon Business On January 9, 2014, legacy Wright completed the divestiture and sale of its OrthoRecon business to MicroPort Scientific Corporation. Pursuant to the terms of the agreement with MicroPort, 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 OrthoRecon business are reflected within discontinued operations in the consolidated financial statements. The following table summarizes the results of discontinued operations for the OrthoRecon business (in thousands, except per share data): Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 Net sales $ — $ — $ 3,056 Selling, general and administrative 247,978 60,341 16,577 Loss from discontinued operations before income taxes (247,978 ) (60,341 ) (13,521 ) Provision for income taxes — — 5,666 Total loss from discontinued operations, net of tax $ (247,978 ) $ (60,341 ) $ (19,187 ) Net loss from discontinued operations per share-basic and diluted ( Note 13 ) 1 $ (2.41 ) $ (0.93 ) $ (0.37 ) Weighted-average number of ordinary shares outstanding-basic and diluted ( Note 13 ) 1 102,968 64,808 51,293 1 The prior period weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13 . Certain liabilities associated with the OrthoRecon business, including product liability claims associated with hip and knee products sold by legacy Wright 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. During the fiscal year ended December 25, 2016, we recognized a $196.6 million charge, net of insurance proceeds, within discontinued operations related to the retained metal-on-metal product liability claims associated with the OrthoRecon business (see Note 16 for additional discussion). We will incur continuing cash outflows associated with legal defense costs and the ultimate resolution of these contingent liabilities until these liabilities are resolved. During the fiscal year ended December 27, 2015, we recognized a $25 million charge to write down an insurance receivable associated with product liability claims. Additionally, during 2015, we increased our estimated product 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 financial statements. See Note 16 for additional information regarding our product liabilities and the associated insurance. The 2014 effective tax rate within the results of discontinued operations reflects the sale of non-deductible goodwill of $25.8 million associated with the OrthoRecon business. Cash provided by operating activities from the OrthoRecon business totaled $16.7 million for the year ended December 25, 2016 primarily due to the receipt of the $60 million insurance settlement, offset by legal defense costs and settlement of product liabilities. See further discussion in Note 16 . Cash used in operating activities from the OrthoRecon business for the year ended December 27, 2015 was $28 million associated with legal defense costs and settlement of product liabilities, net of insurance proceeds received. During 2014, cash provided by the OrthoRecon business was approximately $250.5 million driven by the cash received from the sale of the OrthoRecon business. |
Inventories
Inventories | 12 Months Ended |
Dec. 25, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): December 25, 2016 December 27, 2015 1 Raw materials $ 15,319 $ 18,057 Work-in-process 22,422 27,946 Finished goods 113,108 164,698 $ 150,849 $ 210,701 ___________________________ 1 The prior period amounts have been adjusted to reflect balances associated with our Large Joints business, as these amounts were classified as held for sale at December 27, 2015 Finished goods inventories held as of December 27, 2015 include an inventory fair value step-up of $37.7 million which was fully amortized during 2016. |
Derivatives and Fair Value of F
Derivatives and Fair Value of Financial Instruments | 12 Months Ended |
Dec. 25, 2016 | |
Marketable Securities [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value of Financial Instruments and Derivatives We account for derivatives in accordance with FASB ASC 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivatives' fair value are recognized currently in earnings unless specific hedge accounting criteria are met. FASB ASC Section 820, Fair Value Measurements and Disclosures requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Financial instruments with unadjusted, quoted prices listed on active market exchanges. Level 2: Financial instruments determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3: Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques. 2021 Conversion Derivative and Notes Hedging On May 20, 2016, we issued $395 million aggregate principal amount of 2.25% cash convertible senior notes due 2021 (the 2021 Notes). See Note 9 of the consolidated financial statements for additional information regarding the 2021 Notes. The 2021 Notes have a conversion derivative feature (2021 Notes Conversion Derivative) that requires bifurcation from the 2021 Notes in accordance with ASC Topic 815, and is accounted for as a derivative liability. The fair value of the 2021 Notes Conversion Derivative at the time of issuance of the 2021 Notes was $117.2 million . In connection with the issuance of the 2021 Notes, we entered into hedges (2021 Notes Hedges) with two option counterparties. The 2021 Notes Hedges, which are cash-settled, are generally intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2021 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The aggregate cost of the 2021 Notes Hedges was $99.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2021 Note Hedges, which may reduce the effectiveness of the 2021 Note Hedges. The following table summarizes the fair value and the presentation in the consolidated balance sheet (in thousands) of the 2021 Notes Hedges and 2021 Notes Conversion Derivative: Location on consolidated balance sheet December 25, 2016 2021 Notes Hedges Other assets $ 159,095 2021 Notes Conversion Derivative Other liabilities $ 161,601 The 2021 Notes Hedges and the 2021 Notes Conversion Derivative are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs. Neither the 2021 Notes Conversion Derivative nor the 2021 Notes Hedges qualify for hedge accounting; thus, any change in the fair value of the derivatives is recognized immediately in the consolidated statements of operations. The following table summarizes the net gain on changes in fair value (in thousands) related to the 2021 Notes Hedges and 2021 Notes Conversion Derivative: Fiscal year ended December 25, 2016 2021 Notes Hedges $ 59,278 2021 Notes Conversion Derivative (44,377 ) Net gain on changes in fair value $ 14,901 2020 Conversion Derivative and Notes Hedging On February 13, 2015, WMG issued $632.5 million aggregate principal amount of 2.00% cash convertible senior notes due 2020 (the 2020 Notes). See Note 9 of the consolidated financial statements for additional information regarding the 2020 Notes. The 2020 Notes have a conversion derivative feature (2020 Notes Conversion Derivative) that requires bifurcation from the 2020 Notes in accordance with ASC Topic 815, and is accounted for as a derivative liability. The fair value of the 2020 Notes Conversion Derivative at the time of issuance of the 2020 Notes was $149.8 million . In connection with the issuance of the 2020 Notes, WMG entered into hedges (2020 Notes Hedges) with three option counterparties. The 2020 Notes Hedges, which are cash-settled, are generally intended to reduce WMG's exposure to potential cash payments that WMG is 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 aggregate cost of the 2020 Notes Hedges was $144.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges. Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2020 Notes exchanged approximately $45 million aggregate principal amount of 2020 Notes (including the 2020 Notes Conversion Derivative) for the 2021 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, we delivered $990 principal amount of the 2021 Notes (subject, in each case, to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2020 Notes and the rounded amount at an aggregate cost of approximately $44.6 million . We settled the associated portion of the 2020 Notes Conversion Derivative at a benefit of approximately $0.4 million and satisfied the accrued interest, which was not material. In addition, during the second quarter of 2016, we settled a portion of the 2020 Notes Hedges (receiving $3.9 million ) and repurchased a portion of the warrants associated with the 2020 Notes (paying $3.3 million ), generating net proceeds of approximately $0.6 million . The following table summarizes the fair value and the presentation in the consolidated balance sheet (in thousands) of the 2020 Notes Hedges and 2020 Notes Conversion Derivative: Location on consolidated balance sheet December 25, 2016 December 27, 2015 2020 Notes Hedges Other assets $ 77,232 $ 127,758 2020 Notes Conversion Derivative Other liabilities $ 77,758 $ 129,107 The 2020 Notes Hedges and the 2020 Notes Conversion Derivative are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs. Neither the 2020 Notes Conversion Derivative nor the 2020 Notes Hedges qualify for hedge accounting; thus, any change in the fair value of the derivatives is recognized immediately in the consolidated statements of operations. The following table summarizes the net gain on changes in fair value (in thousands) related to the 2020 Notes Hedges and 2020 Notes Conversion Derivative: Fiscal year ended December 25, 2016 December 27, 2015 2020 Notes Hedges $ (46,634 ) $ (17,085 ) 2020 Notes Conversion Derivative 51,799 20,677 Net gain on changes in fair value $ 5,165 $ 3,592 2017 Conversion Derivative and Notes Hedging On August 31, 2012, WMG issued $300 million aggregate principal amount of 2.00% cash convertible senior notes due 2017 (the 2017 Notes). See Note 9 of the consolidated financial statements for additional information regarding the 2017 Notes. The 2017 Notes have a conversion derivative feature (2017 Notes Conversion Derivative) that requires bifurcation from the 2017 Notes in accordance with ASC Topic 815, and is accounted for as a derivative liability. The fair value of the 2017 Notes Conversion Derivative at the time of issuance of the 2017 Notes was $48.1 million . In connection with the issuance of the 2017 Notes, WMG entered into hedges (2017 Notes Hedges) with three option counterparties. The aggregate cost of the 2017 Notes Hedges was $56.2 million and was accounted for as a derivative asset in accordance with ASC Topic 815. In connection with the issuance of the 2020 Notes, WMG used approximately $292 million of the 2020 Notes' net proceeds to repurchase and extinguish approximately $240 million aggregate principal amount of the 2017 Notes, settle the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $49 million , and satisfy the accrued interest of $2.4 million . WMG also settled all of the 2017 Notes Hedges (receiving $70 million ) and repurchased all of the warrants associated with the 2017 Notes (paying $60 million ), generating net proceeds of approximately $10 million . Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes exchanged approximately $54.4 million aggregate principal amount of 2017 Notes (including the 2017 Notes Conversion Derivative) for the 2021 Notes. For each $1,000 principal amount of 2017 Notes validly submitted for exchange, we delivered $1,035.40 principal amount of the 2021 Notes (subject, in each case, to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2017 Notes and the rounded amount at a cost of approximately $56.3 million . We settled the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $1.9 million and satisfied the accrued interest, which was not material. In addition, during the second quarter of 2016, we repurchased and extinguished an additional $3.6 million aggregate principal amount of the 2017 Notes in privately negotiated transactions and settled the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $0.1 million , and satisfied the accrued interest, which was not material. The following table summarizes the fair value and the presentation in the consolidated balance sheet (in thousands) of the 2017 Notes Conversion Derivative: Location on consolidated balance sheet December 25, 2016 December 27, 2015 2017 Notes Conversion Derivative Other liabilities $ 164 $ 10,440 The 2017 Notes Conversion Derivative is measured at fair value using Level 3 inputs. This instrument is not actively traded and is valued using an option pricing model that uses observable and unobservable market data for inputs. Neither the 2017 Notes Conversion Derivative nor the 2017 Notes Hedges qualify for hedge accounting; thus, any change in the fair value of the derivatives is recognized immediately in the consolidated statements of operations. The following table summarizes the net gain on changes in fair value (in thousands) related to the 2017 Notes Hedges and 2017 Notes Conversion Derivative: Fiscal year ended December 25, 2016 December 27, 2015 2017 Notes Hedges $ — $ (10,236 ) 2017 Notes Conversion Derivative 8,207 16,408 Net gain on changes in fair value $ 8,207 $ 6,172 To determine the fair value of the embedded conversion option in the 2017 Notes Conversion Derivative, 2020 Notes Conversion Derivative, and 2021 Notes Conversion Derivative, a trinomial lattice model was used. A trinomial stock price lattice model generates three possible outcomes of stock price - one up, one down, and one stable. This lattice generates a distribution of stock prices at the maturity date and throughout the life of the 2017 Notes, 2020 Notes, and 2021 Notes. Using this stock price lattice, a convertible note lattice was created where the value of the embedded conversion option was estimated by comparing the value produced in a convertible note lattice with the option to convert against the value without the ability to convert. In each case, the convertible note lattice first calculates the possible convertible note values at the maturity date, using the distribution of stock prices, which equals to the maximum of (x) the remaining bond cash flows and (y) stock price times the conversion price. The values of the 2017 Notes Conversion Derivative, 2020 Notes Conversion Derivative, and 2021 Notes Conversion Derivative at the valuation date were estimated using the values at the maturity date and moving back in time on the lattices (both for the lattice with the conversion option and without the conversion option). Specifically, at each node, if the 2017 Notes, 2020 Notes, or 2021 Notes are eligible for early conversion, the value at this node is the maximum of (i) converting to stock, which is the stock price times the conversion price, and (ii) holding onto the 2017 Notes, 2020 Notes, and 2021 Notes, which is the discounted and probability-weighted value from the three possible outcomes at the future nodes plus any accrued but unpaid coupons that are not considered at the future nodes. If the 2017 Notes, 2020 Notes, or 2021 Notes are not eligible for early conversion, the value of the conversion option at this node equals to (ii). In the lattice, a credit adjustment was applied to the discount for each cash flow in the model as the embedded conversion option, as well as the coupon and notional payments, is settled with cash instead of shares. To estimate the fair value of the 2020 Notes Hedges and 2021 Notes Hedges, we used the Black-Scholes formula combined with credit adjustments, as the option counterparties have credit risk and the call options are cash settled. We assumed that the call options will be exercised at the maturity since our ordinary shares do not pay any dividends and management does not expect to declare dividends in the near term. The following assumptions were used in the fair market valuations of the 2017 Notes Conversion Derivative, 2020 Notes Conversion Derivative, 2020 Notes Hedge, 2021 Notes Conversion Derivative, and 2021 Notes Hedge as of December 25, 2016 : 2017 Notes Conversion Derivative 2020 Notes Conversion Derivative 2020 Notes Hedge 2021 Notes Conversion Derivative 2021 Notes Stock Price Volatility 1 34.94% 34.81% 34.81% 36.76% 36.76% Credit Spread for Wright 2 6.00% 3.03% N/A 3.80% N/A Credit Spread for Deutsche Bank AG 3 N/A N/A 1.41% N/A N/A Credit Spread for Wells Fargo Securities, LLC 3 N/A N/A 0.30% N/A N/A Credit Spread for JPMorgan Chase Bank 3 N/A N/A 0.44% N/A 0.75% Credit Spread for Bank of America 3 N/A N/A N/A N/A 0.65% 1 Volatility selected based on historical and implied volatility of ordinary shares of Wright Medical Group N.V. 2 Credit spread implied from traded price. 3 Credit spread of each bank is estimated using CDS curves. Source: Bloomberg. The fair value of our notes conversion derivatives is determined using a trinomial lattice model and is classified in Level 3. We used a stock price volatility, which is one of the most significant assumptions, of 34.94% , 34.81% , and 36.76% in calculating the fair value of our 2017 Notes Conversion Derivative, 2020 Notes Conversion Derivative, and 2021 Notes Conversion Derivative, respectively, as of December 25, 2016 . The change in the fair value resulting from a change in the stock price volatility would have a direct impact on net profit, with an increase in volatility resulting in an increase in the net loss and a decrease in volatility resulting in a decrease in the net loss for the period. The following table depicts the impact that a 10% change in the stock price volatility would have on the fair value of the 2017 Notes Conversion Derivative, 2020 Notes Conversion Derivative, and 2021 Notes Conversion Derivative (in thousands except for percentages): Stock price volatility Fair value at December 25, 2016 Fair value with 10% decrease in stock price volatility Fair value with 10% increase in stock price volatility 2017 Notes Conversion Derivative 34.94% $ 164 $ 103 $ 226 2020 Notes Conversion Derivative 34.81% $ 77,758 $ 45,616 $ 110,119 2021 Notes Conversion Derivative 36.76% $ 161,601 $ 129,991 $ 192,664 The fair value of our notes hedges is determined using the Black-Scholes formula combined with credit adjustments and is classified in Level 3. The stock price volatility as of December 25, 2016 was 34.81% and 36.76% for the 2020 Notes Hedges and 2021 Notes Hedges, respectively. A significant change in the stock price volatility price would result in a significant change in the fair value. We used a stock price volatility, which is one of the most significant assumptions, of 34.81% and 36.76% in calculating the fair value of the 2020 Notes Hedges and 2021 Notes Hedges, respectively, as of December 25, 2016 . The change in the fair value resulting from a change in the stock price volatility would have a direct impact on net profit, with an increase in volatility resulting in a decrease in the net loss and a decrease in volatility resulting in an increase in the net loss for the period. The impact on profit would be offset due to volatility of notes hedges by a similar change in volatility of the notes conversion derivatives. The following table depicts the impact that a 10% change in the stock price volatility would have on the fair value of the 2020 Notes Hedges and 2021 Notes Hedges (in thousands except for percentages): Stock price volatility Fair value at December 25, 2016 Fair value with 10% decrease in stock price volatility Fair value with 10% increase in stock price volatility 2020 Notes Hedges 34.81% $ 77,232 $ 46,017 $ 108,566 2021 Notes Hedges 36.76% $ 159,095 $ 128,733 $ 188,581 Derivatives not Designated as Hedging Instruments 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 Topic 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. At December 25, 2016 and December 27, 2015 , we had $0.4 million and $3.6 million in foreign currency contracts outstanding, respectively. Financial Instruments As part of our 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 $0.4 million and $0.6 million as of December 25, 2016 and December 27, 2015 , respectively. As a result of the acquired sales and distribution business of Surgical Specialties Australia Pty. Ltd in 2015, we recorded contingent consideration of approximately $1.7 million and $1.5 million as of December 25, 2016 and December 27, 2015 , respectively. The fair value of the contingent consideration as of December 25, 2016 and December 27, 2015 was determined using a discounted cash flow model and probability adjusted estimates of the future earnings and is classified in Level 3. The 2016 discount rate is 12% for WG Healthcare and 14% for Surgical Specialties Australia Pty. Ltd. A change in the discount rate would have limited impact on our profits or the fair value of this contingent consideration. Changes in the fair value of contingent consideration are recorded in “Other expense (income), net” in our consolidated statements of operations. On March 1, 2013, as part of our 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 25, 2016 and December 27, 2015 was $37 million and $28 million , respectively, and was determined using the closing price of the security in the active market (Level 1). For the years ended December 25, 2016 and December 27, 2015 , the change in the value of the CVRs resulted in expense of $8.7 million and income of $7.6 million , respectively, which was recorded in "Other expense (income), net" in our consolidated statements of operations. If, prior to March 1, 2019, sales of AUGMENT ® Bone Graft reach $40 million over 12 consecutive months, cash payment would be required at $1.50 per share, or $42 million. Further, if, prior to March 1, 2019, sales of AUGMENT ® Bone Graft reach $70 million over 12 consecutive months, an additional cash payment would be required at $1.50 per share, or $42 million. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates the fair value of these financial instruments at December 25, 2016 and December 27, 2015 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 25, 2016 Assets Cash and cash equivalents $ 262,265 $ 262,265 $ — $ — Restricted cash 150,000 150,000 — — 2020 Notes Hedges 77,232 — — 77,232 2021 Notes Hedges 159,095 — — 159,095 Total $ 648,592 $ 412,265 $ — $ 236,327 Liabilities 2017 Notes Conversion Derivative $ 164 $ — $ — $ 164 2020 Notes Conversion Derivative 77,758 — — 77,758 2021 Notes Conversion Derivative 161,601 — — 161,601 Contingent consideration 2,249 — — 2,249 Contingent consideration (CVRs) 36,999 36,999 — — Total $ 278,771 $ 36,999 $ — $ 241,772 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 $ — $ — 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 The following is a roll forward of our assets and liabilities measured at fair value (in thousands) on a recurring basis using unobservable inputs (Level 3): Balance at December 27, 2015 Additions Transfers into Level 3 Gain/(loss) included in earnings Settlements Currency Balance at December 25, 2016 2017 Notes Conversion Derivative $ (10,440 ) $ — $ — $ 8,207 $ 2,069 $ — $ (164 ) 2020 Notes Hedges 127,758 — — (46,634 ) (3,892 ) — 77,232 2020 Notes Conversion Derivative (129,107 ) — — 51,799 (450 ) — (77,758 ) 2021 Notes Hedges — 99,817 — 59,278 — — 159,095 2021 Notes Conversion Derivative — (117,224 ) — (44,377 ) — — (161,601 ) Contingent consideration (2,340 ) (477 ) — (592 ) 1,035 125 (2,249 ) |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 25, 2016 | |
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 25, 2016 December 27, 2015 1 Land and land improvements $ 1,952 $ 1,986 Buildings 40,570 36,746 Machinery and equipment 45,141 38,003 Furniture, fixtures and office equipment 125,844 98,521 Construction in progress 7,058 21,505 Surgical instruments 147,713 134,655 368,278 331,416 Less: Accumulated depreciation (166,546 ) (107,160 ) $ 201,732 $ 224,256 ___________________________ 1 The prior period amounts have been adjusted to reflect balances associated with our Large Joints business, as these amounts were classified as held for sale at December 27, 2015 The components of property, plant and equipment recorded under capital leases consist of the following (in thousands): December 25, 2016 December 27, 2015 Buildings $ 15,529 $ 12,408 Machinery and equipment 5,356 3,302 20,885 15,710 Less: Accumulated depreciation (4,482 ) (3,052 ) $ 16,403 $ 12,658 Depreciation expense recognized within results of continuing operations approximated $55.8 million , $28.4 million , and $18.5 million for the fiscal years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 , respectively, and included depreciation of assets under capital leases. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 25, 2016 | |
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 25, 2016 , are as follows (in thousands): U.S. Lower Extremities U.S. Upper Extremities International Extremities Total Goodwill at December 27, 2015 1 $ 221,327 $ 555,312 $ 90,350 $ 866,989 Goodwill adjustment associated with Wright/Tornier merger (2,802 ) 3,357 (14,223 ) $ (13,668 ) Foreign currency translation — — (2,279 ) $ (2,279 ) Goodwill at December 25, 2016 $ 218,525 $ 558,669 $ 73,848 $ 851,042 1 The prior period amounts have been adjusted to reflect balances associated with our Large Joints business, as these amounts were classified as held for sale at December 27, 2015 (See Note 4 ). Goodwill is recognized for the excess of the purchase price over the fair value of net assets of businesses acquired. During the first quarter of 2016, our management, including our chief executive officer, who is our chief operating decision maker, began managing our operations as four operating segments: U.S. Lower Extremities & Biologics, U.S. Upper Extremities, International Extremities & Biologics, and Large Joints, based on our chief executive officer's review of financial information at the operating segment level to allocate resources and to assess the operating results and financial performance of each segment. Management's change to the way it monitors performance, aligns strategies, and allocates resources resulted in a change in our reportable segments (see Note 20 ). We determined that each reportable segment represents a reporting unit and, in accordance with ASC 350, the change required a re-allocation of goodwill to each reporting unit. We allocated $219 million , $559 million , and $74 million of goodwill to the U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics reportable segments, respectively. As a result of the sale of the Large Joints business, $9.4 million of goodwill which was allocated to the Large Joints reportable segment has been reclassified to assets held for sale within our consolidated balance sheet as of December 27, 2015 . The change in segment reporting also required an interim review of potential goodwill impairment which we performed as of February 2016, the segment reorganization date. Upon completion of this analysis, we determined that the fair value of our reporting units, determined primarily by an income approach using projected cash flows, exceeded their carrying values; and therefore, no goodwill was impaired. During 2016, we revised opening balances acquired as a result of the Wright/Tornier merger for accounts receivable; inventory; intangible assets; property, plant and equipment; accrued expenses and other current liabilities; and deferred tax liabilities which resulted in a $13.7 million decrease in the preliminary value of goodwill determined as of December 27, 2015. See Note 3 for additional discussion of these adjustments. Goodwill is also required to be tested for impairment at least annually. As of October 1, 2016 , we performed a qualitative assessment of goodwill for impairment and determined that it is not more likely than not that the carrying value of our U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics reporting units exceeded their respective fair values, indicating that goodwill was not impaired. The components of our identifiable intangible assets, net are as follows (in thousands): December 25, 2016 December 27, 2015 1 Cost Accumulated amortization Cost Accumulated amortization Indefinite life intangibles: IPRD technology $ 938 $ 15,290 Finite life intangibles: Distribution channels 900 $ 374 250 $ 219 Completed technology 133,966 26,550 122,604 14,828 Licenses 4,868 1,115 4,868 703 Customer relationships 122,974 15,133 115,457 7,918 Trademarks 13,950 6,881 14,440 3,393 Non-compete agreements 11,810 7,833 7,521 2,917 Other 524 247 527 51 Total finite life intangibles 288,992 $ 58,133 265,667 $ 30,029 Total intangibles 289,930 280,957 Less: Accumulated amortization (58,133 ) (30,029 ) Intangible assets, net $ 231,797 $ 250,928 ___________________________ 1 The prior period amounts have been adjusted to reflect balances associated with our Large Joints business, as these amounts were classified as held for sale at December 27, 2015 During 2016, we received FDA clearance of PerFORM Rev/Rev+ and PerFORM+, which resulted in a $14.9 million reclassification from IPRD technology to completed technology. Based on the total finite life intangible assets held at December 25, 2016, we expect to amortize approximately $27.2 million in 2017 , $22.1 million in 2018 , $20.4 million in 2019 , $19.8 million in 2020 , and $19.6 million in 2021 . |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 12 Months Ended |
Dec. 25, 2016 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Long Term Debt and Capital Lease Obligations | Debt and Capital Lease Obligations Debt and capital lease obligations consist of the following (in thousands): December 25, 2016 December 27, 2015 Capital lease obligations $ 14,892 $ 13,763 2021 Notes 280,811 — 2020 Notes 1 482,364 489,006 2017 Notes 1 1,971 55,865 Asset-based line of credit 30,000 — Mortgages 2,544 2,740 Shareholder debt 1,773 1,998 814,355 563,372 Less: current portion (33,948 ) (2,171 ) $ 780,407 $ 561,201 1 The prior period debt issuance costs were reclassified to account for adoptions of ASU 2015-03 and ASU 2015-15 (See Note 2 ). 2021 Notes On May 20, 2016 , we issued $395 million aggregate principal amount of the 2021 Notes pursuant to an indenture (2021 Notes Indenture) dated as of May 20, 2016 between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2021 Notes require interest to be paid at an annual rate of 2.25% semi-annually in arrears on each May 15 and November 15 , and mature on November 15, 2021 unless earlier converted or repurchased. The 2021 Notes are convertible, subject to certain conditions, solely into cash. The initial conversion rate for the 2021 Notes will be 46.8165 ordinary shares (subject to adjustment as provided in the 2021 Notes Indenture) per $1,000 principal amount of the 2021 Notes (subject to, and in accordance with, the settlement provisions of the 2021 Notes Indenture), which is equal to an initial conversion price of approximately $21.36 per ordinary share. We may not redeem the 2021 Notes prior to the maturity date, and no “sinking fund” is available for the 2021 Notes, which means that we are not required to redeem or retire the 2021 Notes periodically. The holders of the 2021 Notes may convert their 2021 Notes at any time prior to May 15, 2021 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 June 30, 2016 (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 2021 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. On or after May 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2021 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 2021 Notes, equal to the settlement amount as calculated under the 2021 Notes Indenture. If we undergo a fundamental change, as defined in the 2021 Notes Indenture, subject to certain conditions, holders of the 2021 Notes will have the option to require us to repurchase for cash all or a portion of their 2021 Notes at a repurchase price equal to 100% of the principal amount of the 2021 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the 2021 Notes Indenture. In addition, following certain corporate transactions, we, under certain circumstances, will increase the applicable conversion rate for a holder that elects to convert its 2021 Notes in connection with such corporate transaction. The 2021 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2021 Notes; (ii) equal in right of payment to any of our unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of our 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 our subsidiaries. As a result of the issuance of the 2021 Notes, we recorded deferred financing charges of approximately $7.3 million , which are being amortized over the term of the 2021 Notes using the effective interest method. The 2021 Notes Conversion Derivative requires bifurcation from the 2021 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 2021 Notes Conversion Derivative. The fair value of the 2021 Notes Conversion Derivative at the time of issuance of the 2021 Notes was $117.2 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2021 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2021 Notes. For the year ended December 25, 2016, we recorded $9.8 million of interest expense related to the amortization of the debt discount based upon an effective rate of 9.72% . The components of the 2021 Notes were as follows (in thousands): December 25, 2016 Principal amount of 2021 Notes $ 395,000 Unamortized debt discount (107,441 ) Unamortized debt issuance costs (6,748 ) Net carrying amount of 2021 Notes $ 280,811 The estimated fair value of the 2021 Notes was approximately $497.0 million at December 25, 2016 , based on a quoted price in an active market (Level 1). We entered into 2021 Notes Hedges in connection with the issuance of the 2021 Notes with two counterparties. The 2021 Notes Hedges, which are cash-settled, are generally intended to reduce our exposure to potential cash payments that we would be required to make if holders elect to convert the 2021 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 2021 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 2021 Note Hedges; (iii) our failure to perform certain obligations under the 2021 Notes Indenture or under the 2021 Notes Hedges; (iv) certain payment defaults on our existing indebtedness in excess of $25 million; or (v) if we or any of our significant subsidiaries become insolvent or otherwise becomes subject to bankruptcy proceedings, the option counterparties have the discretion to terminate the 2021 Notes Hedges, which may reduce the effectiveness of the 2021 Notes Hedges. In addition, the option counterparties have broad discretion to make certain adjustments to the 2021 Notes Hedges and warrant transactions upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2021 Notes; or (ii) 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. Any such adjustment may also reduce the effectiveness of the 2021 Note Hedges. The aggregate cost of the 2021 Notes Hedges was $99.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 6 of the consolidated financial statements for additional information regarding the 2021 Notes Hedges. We also entered into warrant transactions in which we sold warrants for an aggregate of 18.5 million ordinary shares to the two option counterparties, subject to adjustment, for an aggregate of $54.6 million . The strike price of the warrants is $30.00 per share, which was 69% above the last reported sale price of our ordinary shares on May 12, 2016 . The warrants are expected to be net-share settled and exercisable over the 100 trading day period beginning on February 15, 2022. The warrant transactions will have a dilutive effect on our ordinary shares to the extent that the market value per ordinary share during such period exceeds the applicable strike price of the warrants. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to warrant transactions, which may increase our obligations under the warrant transactions. Aside from the initial payment of the $99.8 million premium in the aggregate to the two option counterparties and subject to the right of the option counterparties to terminate the 2021 Notes Hedges in certain circumstances, we do not expect to be required to make any cash payments to the option counterparties under the 2021 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 2021 Notes Hedges is initially equal to the conversion price of the 2021 Notes. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2021 Note Hedges, which may reduce the effectiveness of the 2021 Note Hedges. Additionally, if the market value per ordinary share exceeds the strike price on any settlement date under the warrant transaction, we will generally be obligated to issue to the option counterparties in the aggregate a number of 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 ordinary shares into which the 2021 Notes are initially convertible. We will not receive any additional proceeds if warrants are exercised. As described in more detail below, concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes and the 2020 Notes exchanged their 2017 Notes or 2020 Notes for the 2021 Notes. 2020 Notes On February 13, 2015 , WMG issued $632.5 million aggregate principal amount of the 2020 Notes pursuant to an indenture (2020 Notes 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, which represents an initial conversion price of approximately $29.94 per ordinary share (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 2020 Notes Indenture. If WMG undergoes a fundamental change, as defined in the 2020 Notes Indenture, 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 2020 Notes Indenture. 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 $18.1 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 of the consolidated financial statements 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 2020 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2020 Notes. For the years ended December 25, 2016 and December 27, 2015, we recorded $25.9 million and $21.8 million , respectively, of interest expense related to the amortization of the debt discount based upon an effective rate of 8.54% . Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2020 Notes exchanged approximately $45.0 million aggregate principal amount of their 2020 Notes for the 2021 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, we delivered $990.0 principal amount of the 2021 Notes (subject to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2020 Notes and the rounded amount. As a result of this note exchange and retirement of $45.0 million aggregate principal amount of the 2020 Notes, we recognized approximately $9.3 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within “Other expense (income), net” in our consolidated statements of operations during the year ended December 25, 2016 . The components of the 2020 Notes were as follows (in thousands): December 25, 2016 December 27, 2015 Principal amount of 2020 Notes $ 587,500 $ 632,500 Unamortized debt discount (93,749 ) (127,953 ) Unamortized debt issuance costs (11,387 ) (15,541 ) Net carrying amount of 2020 Notes 1 $ 482,364 $ 489,006 1 The prior period debt issuance costs were reclassified to account for adoption of ASU 2015-03 and ASU 2015-15 (See Note 2 ). The estimated fair value of the 2020 Notes was approximately $629 million at December 25, 2016 , 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 three option counterparties. The 2020 Notes Hedges, which are cash-settled, are generally 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; (iii) WMG's failure to perform certain obligations under the 2020 Notes Indenture or under the 2020 Notes Hedges; (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 at a value determined by them in a commercially reasonable manner and/or adjust the terms of the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges. In addition, the option counterparties have broad discretion to make certain adjustments to the 2020 Notes Hedges upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2020 Notes; or (ii) 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. Any such adjustment may also reduce the effectiveness of the 2020 Note Hedges. The aggregate cost of the 2020 Notes Hedges was $144.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 6 of the consolidated financial statements for additional information regarding the 2020 Notes Hedges. 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 three 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 21.1 million 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 expected to be net-share settled and exercisable over the 200 trading day period beginning on May 15, 2020. The warrant transactions will have a dilutive effect on our ordinary shares to the extent that the market value per ordinary share during such period exceeds the applicable strike price of the warrants. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to warrant transactions, which may increase our obligations under the warrant transactions. During the three months ended June 26, 2016, we settled a portion of the 2020 Notes Hedges (receiving $3.9 million ) and repurchased warrants for an aggregate of 1.5 million ordinary shares (paying $3.3 million ) associated with the 2020 Notes. Aside from the initial payment of the $144.8 million premium in the aggregate 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 initially equal to the conversion price of the 2020 Notes. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges. Additionally, if the market value per ordinary share exceeds the strike price on any settlement date under the warrant transaction, we will generally be obligated to issue to the option counterparties in the aggregate a number of ordinary shares equal in value to one half of 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 initially convertible. 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 (2017 Notes 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. Holders may convert their 2017 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 2017 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 2017 Notes Indenture. If we undergo a fundamental change, as defined in the 2017 Notes Indenture, 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 2017 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 2017 Notes Indenture. 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 the issuance of the 2017 Notes, 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 of the consolidated financial statements 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 years ended December 25, 2016 and December 27, 2015, we recorded $0.9 million and $2.9 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 consolidated statements of operations during the year ended December 27, 2015 . Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes exchanged approximately $54.4 million aggregate principal amount their 2017 Notes for the 2021 Notes. For each $1,000 principal amount of 2017 Notes validly submitted for exchange, we delivered $1,035.40 principal amount of 2021 Notes (subject to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2017 Notes and the rounded amount. In addition, during the three months ended June 26, 2016, we repurchased and extinguished an additional $3.6 million aggregate principal amount of the 2017 Notes in privately negotiated transactions. As a result of this exchange and these repurchases, we recognized approximately $3.0 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within “Other expense (income), net” in our consolidated statements of operations during the year ended December 25, 2016 . The components of the 2017 Notes were as follows (in thousands): December 25, 2016 December 27, 2015 Principal amount of 2017 Notes $ 2,026 $ 60,000 Unamortized debt discount (47 ) (3,495 ) Unamortized debt issuance costs (8 ) (640 ) Net carrying amount of 2017 Notes 1 $ 1,971 $ 55,865 1 The prior period debt issuance costs were reclassified to account for adoption of ASU 2015-03 and ASU 2015-15 (See Note 2 ). The estimated fair value of the 2017 Notes was approximately $2.1 million at December 25, 2016 , based on a quoted price in an active market (Level 1). ABL Facility On December 23, 2016 , we, together with WMG and certain of our other wholly-owned U.S. subsidiaries (collectively, Borrowers), entered into a Credit, Security and Guaranty Agreement (ABL Credit Agreement) with Midcap Financial Trust, as administrative agent (Agent) and a lender and the additional lenders from time to time party thereto. The ABL Credit Agreement provides for a $150.0 million senior secured asset based line of credit, subject to the satisfaction of a borrowing base requirement (ABL Facility). The ABL Facility may be increased by up to $100.0 million upon the Borrowers’ request, subject to the consent of the Agent and each of the other lenders providing such increase. All borrowings under the ABL Facility are subject to the satisfaction of customary conditions, including the absence of default, the accuracy of representations and warranties in all material respects and the delivery of an updated borrowing base certificate. As of December 25, 2016 , we had $30.0 million in borrowings outstanding under the ABL Facility. We have reflected this debt as a current liability on our consolidated balance sheet as of December 25, 2016 , as required by US GAAP due to the weekly lockbox repayment/re-borrowing arrangement underlying the agreement, as well as the ability for the bank to accelerate the repayment of the debt under certain circumstances as described below. In conjunction with the ABL Facility, we incurred $2.5 million of debt issuance costs related to the ABL Facility, which is included within "Other assets" on our consolidated balance sheet as of December 25, 2016 . These costs will be amortized over the five-year term of the ABL Facility as described below. The interest rate margin applicable to borrowings under the ABL Facility is, at the option of the Borrowers, equal to either (a) 3.25% for base rate loans or (b) 4.25% for LIBOR rate loans, subject to a 0.75% LIBOR floor. In addition to paying interest on the outstanding loans under the ABL Facility, the Borrowers also are required to pay a customary unused line fee equal to 0.50% per annum in respect of unutilized commitments and certain other customary fees related to Agent’s administration of the ABL Facility. Beginning January 1, 2017, the Borrowers are required to maintain a minimum drawn balance on the ABL Facility equal to 20% of the average borrowing base for each month. To the extent the actua |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Notes) | 12 Months Ended |
Dec. 25, 2016 | |
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 and 2016 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 are reclassified to net income if we sell the security before maturity or 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 fiscal years ended December 31, 2014 , December 27, 2015 , and December 25, 2016 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 ) Other comprehensive income loss, net of tax (8,977 ) — — (8,977 ) Balance December 25, 2016 $ (19,461 ) $ — $ — $ (19,461 ) ___________________________ 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. 25, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of our loss from continuing operations before income taxes are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 U.S. $ (140,190 ) $ (225,473 ) $ (242,998 ) Foreign 1 (38,150 ) (15,535 ) (3,832 ) Loss from continuing operations before income taxes 1 $ (178,340 ) $ (241,008 ) $ (246,830 ) ___________________________ 1 The 2015 results were restated for the divestiture of our Large Joints business. The components of our benefit for income taxes are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 Current provision (benefit): U.S.: Federal $ (1,971 ) $ — $ (48 ) State (281 ) 255 198 Foreign 1 3,860 562 1,674 Total current provision 1 1,608 817 1,824 Deferred (benefit) provision: U.S.: Federal 1,244 (1,450 ) (3,164 ) State 142 (166 ) (1,411 ) Foreign 1 (16,400 ) (2,853 ) (3,583 ) Total deferred benefit 1 (15,014 ) (4,469 ) (8,158 ) Total benefit for income taxes 1 $ (13,406 ) $ (3,652 ) $ (6,334 ) ___________________________ 1 The 2015 results were restated for the divestiture of our Large Joints business. A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate for continuing operations is as follows: Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 Income tax benefit at statutory rate 35.0 % 35.0 % 35.0 % State income taxes 2.9 % 3.7 % 1.8 % Change in valuation allowance (32.6 )% (36.5 )% (15.9 )% CVR fair market value adjustment (1.7 )% 1.1 % (17.7 )% Foreign income tax rate differential 1 3.3 % (0.9 )% 0.2 % Other, net 0.6 % (0.7 )% (0.8 )% Total 1 7.5 % 1.7 % 2.6 % ___________________________ 1 The 2015 rates were revised to reflect the historical results of our Large Joints business within results from discontinued operations. The significant components of our deferred income taxes as of December 25, 2016 and December 27, 2015 are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 Deferred tax assets: Net operating loss carryforwards $ 333,282 $ 289,715 General business credit carryforwards 5,671 6,121 Reserves and allowances 158,834 52,482 Share-based compensation expense 20,818 18,423 Convertible debt notes and conversion options 28,437 46,631 Other 1,173 6,720 Valuation allowance (479,404 ) (336,060 ) Total deferred tax assets 68,811 84,032 Deferred tax liabilities: Depreciation 10,055 8,455 Intangible assets 52,123 58,266 Convertible notes bond hedges 30,120 49,826 Other 2,565 6,660 Total deferred tax liabilities 94,863 123,207 Net deferred tax liabilities $ (26,052 ) $ (39,175 ) At December 25, 2016 , we had net operating loss carryforwards for U.S. federal income tax purposes of approximately $793 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 2017 and extend through 2036. State net operating loss carryforwards at December 25, 2016 totaled approximately $761 million , which begin to expire in 2017 and extend through 2036. Additionally, we had general business credit carryforwards of approximately $6 million , which begin to expire in 2017 and extend through 2036. At December 25, 2016 , we had foreign net operating loss carryforwards of approximately $105 million , $49 million of which do not expire and $56 million which begin to expire in 2017 and extend through 2029. At December 25, 2016 and December 27, 2015 , we had a valuation allowance of $479 million and $336 million , respectively, related to certain U.S. and foreign deferred tax assets. Our December 27, 2015 valuation allowance balance includes approximately $56 million allocated from the preliminary purchase consideration with respect to the merger with Tornier. As a result of the finalization of the valuation of acquired intangible assets by tax jurisdiction with respect to the merger, we reduced our valuation allowance by approximately $6 million . We recognized income tax expense for an increase in the valuation allowance of $149 million during the year ended December 25, 2016 , primarily related to additional net operating losses and an increase in deferred tax assets associated with reserves and allowances incurred in the United States. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment. Based upon the levels of historical taxable income, projections of future taxable income and the reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the benefits of these deductible differences, net of the existing valuation allowance. It is our current practice and intention to reinvest the earnings of our 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 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 25, 2016 , undistributed earnings of our U.S. controlled foreign subsidiaries amounted to approximately $10 million . Due to the number of tax jurisdictions involved and the complexity of our legal entity structure, the complexity of the tax laws in the relevant jurisdictions, including, but not limited to, the rules pertaining to the utilization of foreign tax credits in the United States and the impact of projections of income for future years to all calculations, we believe it is not practicable to estimate the amount of additional taxes which may be payable upon distribution of these earnings, however it is not expected to be significant. As of December 25, 2016 , our unrecognized tax benefits totaled approximately $8 million . The total amount of net unrecognized tax benefits that, if recognized, would affect the tax rate was approximately $3 million at December 25, 2016 . Our 2014 U.S. federal income tax return is currently under examination by the Internal Revenue Service. It is, therefore, reasonably possible that our unrecognized tax benefits could change in the next twelve months as a result of settlements with taxing authorities as well as expirations of the statutes of limitations. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance at December 28, 2015 $ 9,941 Additions for tax positions related to current year 407 Additions for tax positions of prior years 721 Reductions for tax positions of prior years (2,657 ) Settlements (74 ) Foreign currency translation (243 ) Balance at December 25, 2016 $ 8,095 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, that if incurred, would be recognized as penalty expense within "Other expense (income)" on our consolidated statements of operations. As of December 25, 2016 , accrued interest and penalties related to our unrecognized tax benefits totaled approximately $0.2 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 2013 through 2015. 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. 25, 2016 | |
Other Long-Term Liabilities [Abstract] | |
Earnings Per Share [Text Block] | Capital Stock and Earnings Per Share We are authorized to issue up to 320 million ordinary shares, each share with a par value of three Euro cents ( €0.03 ). We had 103.4 million and 102.7 million ordinary shares issued and outstanding as of December 25, 2016 and December 27, 2015 , 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 was 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 . As a result of the 2015 share conversion, the following amounts have been restated: • ordinary shares and APIC balances for the 2013 and 2014 periods included within the statements of shareholders' equity; • 2014 earnings per share and weighted average ordinary shares outstanding on the statements of operations; • 2014 weighted average ordinary shares outstanding below; • 2014 impact of share-based compensation on earnings per share in Note 14 ; and • quarterly earnings per share and weighted average ordinary shares outstanding for the first, second and third quarters of 2015 as presented in Note 19 . 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 fiscal years ended December 25, 2016 and December 27, 2015, our ordinary share equivalents consisted of stock options, restricted stock units, and warrants. For the fiscal year ended December 31, 2014 , our ordinary share equivalents consisted of stock options, restricted stock awards, restricted stock units, and warrants. The dilutive effect of the stock options, restricted stock awards, restricted stock units, and warrants is calculated using the treasury-stock method. Net-share settled warrants on the 2020 Notes and 2021 Notes were anti-dilutive for the years ended December 25, 2016 and December 27, 2015 . Net-share settled warrants on the 2017 Notes were anti-dilutive for the year ended December 31, 2014 . We had outstanding options to purchase 10.4 million ordinary shares and 1.3 million restricted stock units at December 25, 2016 , 9.9 million ordinary shares and 1.1 million restricted stock units at December 27, 2015 , and 4.3 million ordinary shares and 0.3 million restricted stock units and restricted stock awards at December 31, 2014 . None of the options, restricted stock units, or restricted stock awards were included in diluted earnings per share for the years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 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 25, 2016 December 27, 2015 December 31, 2014 Weighted-average number of ordinary shares outstanding — basic 1 102,968 64,808 51,293 Ordinary share equivalents — — — Weighted-average number of ordinary shares outstanding — diluted 1 102,968 64,808 51,293 1 During 2015, the 2014 balances were converted to meet post-merger valuations as described above. |
Supplemental Balance Sheet Disclosures [Text Block] | Other Balance Sheet Information Other long-term liabilities consist of the following (in thousands): December 25, 2016 December 27, 2015 Product liability reserves ( Note 16 ) $ 21,605 $ 13,990 Notes Conversion Derivatives ( Note 6 ) 239,523 139,547 Contingent consideration and CVRs ( Note 6 ) 37,918 29,858 Other 22,201 25,179 $ 321,247 $ 208,574 Accrued expenses and other current liabilities consist of the following (in thousands): December 25, 2016 December 27, 2015 Employee bonuses $ 28,791 $ 27,515 Other employee benefits 1 20,383 21,366 Royalties 1 8,534 11,676 Taxes other than income 19,559 18,895 Commissions 16,891 15,196 Professional and legal fees 11,031 21,048 Contingent consideration ( Note 6 ) 1,330 792 Product liability and other legal accruals ( Note 16 ) 264,827 16,630 Other 36,358 38,053 $ 407,704 $ 171,171 1 The prior period amounts have been adjusted to reflect balances associated with our Large Joints business, as these amounts were classified as held for sale at December 27, 2015 (See Note 4 ). |
Earnings per share (Notes)
Earnings per share (Notes) | 12 Months Ended |
Dec. 25, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Capital Stock and Earnings Per Share We are authorized to issue up to 320 million ordinary shares, each share with a par value of three Euro cents ( €0.03 ). We had 103.4 million and 102.7 million ordinary shares issued and outstanding as of December 25, 2016 and December 27, 2015 , 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 was 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 . As a result of the 2015 share conversion, the following amounts have been restated: • ordinary shares and APIC balances for the 2013 and 2014 periods included within the statements of shareholders' equity; • 2014 earnings per share and weighted average ordinary shares outstanding on the statements of operations; • 2014 weighted average ordinary shares outstanding below; • 2014 impact of share-based compensation on earnings per share in Note 14 ; and • quarterly earnings per share and weighted average ordinary shares outstanding for the first, second and third quarters of 2015 as presented in Note 19 . 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 fiscal years ended December 25, 2016 and December 27, 2015, our ordinary share equivalents consisted of stock options, restricted stock units, and warrants. For the fiscal year ended December 31, 2014 , our ordinary share equivalents consisted of stock options, restricted stock awards, restricted stock units, and warrants. The dilutive effect of the stock options, restricted stock awards, restricted stock units, and warrants is calculated using the treasury-stock method. Net-share settled warrants on the 2020 Notes and 2021 Notes were anti-dilutive for the years ended December 25, 2016 and December 27, 2015 . Net-share settled warrants on the 2017 Notes were anti-dilutive for the year ended December 31, 2014 . We had outstanding options to purchase 10.4 million ordinary shares and 1.3 million restricted stock units at December 25, 2016 , 9.9 million ordinary shares and 1.1 million restricted stock units at December 27, 2015 , and 4.3 million ordinary shares and 0.3 million restricted stock units and restricted stock awards at December 31, 2014 . None of the options, restricted stock units, or restricted stock awards were included in diluted earnings per share for the years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 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 25, 2016 December 27, 2015 December 31, 2014 Weighted-average number of ordinary shares outstanding — basic 1 102,968 64,808 51,293 Ordinary share equivalents — — — Weighted-average number of ordinary shares outstanding — diluted 1 102,968 64,808 51,293 1 During 2015, the 2014 balances were converted to meet post-merger valuations as described above. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 25, 2016 | |
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 Wright Medical Group N.V. Amended and Restated 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 25, 2016 December 27, 2015 December 31, 2014 Total cost of share-based payment plans $ 14,406 $ 24,716 $ 11,287 Amounts capitalized into inventory (416 ) (51 ) (66 ) Amortization of capitalized amounts 426 299 266 Charged against income before income taxes 14,416 24,964 11,487 Amount of related income tax benefit recognized in income — — — Impact to net loss from continuing operations $ 14,416 $ 24,964 $ 11,487 Impact to net loss from discontinued operations — — 8,845 Impact to net loss $ 14,416 $ 24,964 $ 20,332 Impact to basic and diluted loss per share, continuing operations 1 $ 0.14 $ 0.39 $ 0.22 Impact to basic and diluted loss per share 1 $ 0.14 $ 0.39 $ 0.40 Weighted-average number of shares outstanding - basic and diluted 1 102,968 64,808 51,293 1 The prior year balances were converted to meet post-merger valuations as described in Note 13 . As of December 25, 2016 , we had $40.6 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 3.0 years. On October 1, 2015, all stock options, restricted stock units and restricted stock awards 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, 1.3 million stock options vested with a weighted-average exercise price of $25.53 per share, and 0.3 million restricted stock units and restricted stock awards vested with a weighted-average grant-date fair value of $26.30 per share. 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 0.5 million unvested options with a weighted-average exercise price of $ 22.50 per share and 0.3 million restricted stock awards. 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 . 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 25, 2016 , 1,233,923 ordinary shares remained available for grant under the 2010 Plan, and there were 7,813,930 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 25, 2016 , 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 25, 2016 , 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 , legacy Wright granted 0.9 million stock options and 0.3 million restricted stock awards and restricted stock units 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 or restricted stock awards outstanding at December 25, 2016 under these plans. However, there were 3,008,427 stock options outstanding as of December 25, 2016 under the legacy Wright plans. 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, historical 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 and for the combined company after the Wright/Tornier merger. 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 2016 , 2015 , and 2014 was $7.36 per share, $7.05 per share, and $9.98 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 25, 2016 December 27, 2015 December 31, 2014 Risk-free interest rate 1.1% - 1.4% 1.4% - 1.6% 1.5% - 1.8% Expected option life 6 years 6 years 6 years Expected price volatility 34% 33% 31% A summary of our stock option activity during 2016 is as follows: Shares (000’s) Weighted-average exercise price Weighted-average remaining contractual life Aggregate intrinsic value* ($000’s) Outstanding at December 27, 2015 8,950 $ 21.66 Granted 1,870 21.16 Exercised (440) 19.23 Forfeited or expired (892) 21.38 Outstanding at December 25, 2016 9,488 $ 21.70 7.0 $ 22,235 Exercisable at December 25, 2016 5,948 $ 22.18 5.7 $ 13,698 ________________________________ * The aggregate intrinsic value is calculated as the difference between the market value of our ordinary shares as of December 25, 2016 and the exercise price of the options. The market value as of December 25, 2016 was $23.31 per share, which is the closing sale price of our ordinary shares on December 23, 2016, the last trading day prior to December 25, 2016 , as reported by the NASDAQ Global Select Market. The total intrinsic value of options exercised during 2016 , 2015 , and 2014 was $2.1 million , $0.4 million , and $5.3 million , respectively. A summary of our stock options outstanding and exercisable at December 25, 2016 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 — $16.00 327 3.5 $ 13.40 327 $ 13.40 $16.01 — $24.00 7,858 7.4 20.95 4,320 20.99 $24.01 — $35.87 1,303 5.7 28.32 1,301 28.33 9,488 7.0 $ 21.70 5,948 $ 22.18 Restricted stock units and restricted stock awards We calculate the grant date fair value of restricted stock units and restricted stock awards using the closing sale prices on the trading day of 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. During 2016 and 2015 , we granted 0.7 million and 1.1 million restricted stock units to employees with weighted-average grant-date fair values of $21.17 and $20.60 per share, respectively. During 2014 , we granted 0.3 million restricted stock units and restricted stock awards to employees with a weighted-average grant-date fair value of $30.04 . The fair value of the unvested restricted stock units granted after completion of the Wright/Tornier merger will be recognized on a straight-line basis over the respective requisite service period, which is generally the vesting period. During 2016 , we did not grant any restricted stock units to non-employees (other than non-employee directors who received such grants in consideration of their director service). During 2015 and 2014 , we granted a negligible amount of restricted stock awards to non-employees. A summary of our restricted stock unit activity during 2016 is as follows: Shares (000’s) Weighted-average grant-date fair value Aggregate intrinsic value* ($000’s) Unvested at December 27, 2015 1,133 $ 20.63 Granted 706 21.17 Vested (298 ) 20.63 Forfeited (206 ) 20.70 Unvested at December 25, 2016 1,335 $ 20.91 $ 31,112 ___________________ * The aggregate intrinsic value is calculated as the market value of our ordinary shares as of December 25, 2016 . The market value as of December 25, 2016 was $23.31 per share, which is the closing sale price of our ordinary shares on December 23, 2016, the last trading day prior to December 25, 2016 , as reported by the NASDAQ Global Select Market. The total fair value of shares vested during 2016 , 2015 , and 2014 was $7.0 million , $11.8 million , and $5.4 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. All of the options issued under this agreement will expire after 10 years from the date of grant. A summary of our inducement grant stock option activity during 2016 is as follows: Shares (000’s) Weighted-average exercise price Weighted-average remaining contractual life Aggregate intrinsic value* ($000’s) Outstanding at December 27, 2015 917 $ 16.69 Granted — — Exercised — — Forfeited or expired — — Outstanding at December 25, 2016 917 $ 16.69 5.0 $ 6,071 Exercisable at December 25, 2016 917 $ 16.69 5.0 $ 6,071 ________________________________ * The aggregate intrinsic value is calculated as the difference between the market value of ordinary shares as of December 25, 2016 and the exercise price of the shares. The market value as of December 25, 2016 was $23.31 per share, which is the closing sale price of our ordinary shares on December 23, 2016, the last trading day prior to December 25, 2016 , as reported by the NASDAQ Global Select Market. A summary of our inducement grant stock options outstanding and exercisable at December 25, 2016 , 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 7.80 $ 15.57 696 $ 15.57 $16.01 — $35.87 221 5.80 20.22 221 20.22 917 3.00 $ 16.69 917 $ 16.69 Employee Stock Purchase Plan The Wright Medical Group N.V. Amended and Restated Employee Stock Purchase Plan (the ESPP), which is an amended and restated version of the Tornier N.V. 2010 Employee Stock Purchase Plan, was approved by our shareholders on June 28, 2016. Under the ESPP, we are authorized to issue and sell up to the sum of (i) 333,333 ordinary shares registered previously under the Tornier N.V. 2010 Employee Stock Purchase Plan and (ii) 216,227 additional ordinary shares approved under the ESPP. The total of 550,000 ordinary shares are authorized to be issued to employees of our company and 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. However the compensation committee of the board of directors determined that the first plan period would be the three months beginning October 1, 2016 and ending December 31, 2016. Under the terms of the ESPP, each eligible employee can choose each offering period to have up to 20% of his or her eligible earnings withheld to purchase up to 1,000 of our ordinary shares. The purchase price of the shares is 85% of the market price on the first or last trading day of the offering period, whichever is lower. As of December 25, 2016 , there were 502,512 ordinary shares available for future issuance under the ESPP. Under the ESPP, the first plan purchase occurred on December 31, 2016 during the 2017 fiscal year. During 2016 , we accrued a nominal amount of non-cash, share-based compensation expense related to the ESPP for the first plan purchase. In applying the Black-Scholes methodology to purchase rights granted under the ESPP, we used the following assumptions: Fiscal year ended December 25, 2016 Risk-free interest rate 1.2% - 1.3% Expected option life 3 months Expected price volatility 33% 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 his or her 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 shares of WMG common stock in 2014 with weighted-average fair value of $8.18 per share. During 2014 , we recorded a nominal amount 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 Risk-free interest rate 0.3% - 0.6% Expected option life 6 months Expected price volatility 31% |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 25, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Retirement Benefit Plans During the year ended December 25, 2016 , we consolidated our retirement benefit plans into one defined contribution plan. Prior to this change, we offered one plan sponsored by legacy Wright and another sponsored by legacy Tornier. Our defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (Code), covers U.S. employees who are 18 years of age and over. Under this plan, we have elected to make matching contributions to all eligible participants in an amount equal to 100% of the first three percent of eligible compensation, and 50% of the next two percent of eligible compensation, contributed to the Plan as deferral contributions. Employees are 100% vested in their rollover contributions, employer nonelective contributions, employer matching contributions, qualified nonelective contributions, deferral contributions, safe harbor matching employer contributions and any earnings thereon. The expense related to this plan recognized within our results from continuing operations was $4.9 million in 2016 . Expense related to the Legacy Wright defined contribution plan recognized within our results from continuing operations was $2.5 million in 2015 and $1.6 million in 2014 . Expense related to the Legacy Tornier qualified defined contribution plan recognized within our results from continuing operations was $0.2 million in 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 25, 2016 | |
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 $10.5 million , $8.6 million , and $7.1 million for the years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 , 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 25, 2016 (in thousands): 2017 $ 9,740 2018 7,823 2019 5,596 2020 4,106 2021 3,528 Thereafter 8,295 $ 39,088 Portions of our payments for operating leases are denominated in foreign currencies and were translated in the table above based on their respective U.S. dollar exchange rates at December 25, 2016 . 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. As of December 25, 2016, we have minimum purchase obligations of $1.5 million and $3 million for 2017 and 2018, respectively. Legal Contingencies The legal contingencies described in this footnote relate primarily to Wright Medical Technology, Inc. (WMT), 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, and are vigorously defending all of them. 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, however, unless otherwise indicated, we do not believe any of them will have a material adverse effect on our financial position. Our legal 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 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 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 Inter Partes Review (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 have been continuing with our defense as to remaining patent claims asserted by Anglefix. On June 27, 2016, the Court granted in part our motion for summary judgment on Anglefix’s lack of standing and gave Anglefix 30 days to join the University of North Carolina (UNC) as a co-plaintiff in the lawsuit. On July 25, 2016, Anglefix filed a motion asking the Court to accept a waiver of claims by UNC as a substitute for joining UNC as a co-plaintiff in the lawsuit. The Court denied Anglefix’s motion, but granted leave for additional time to properly join UNC as co-plaintiff. Anglefix moved to add UNC as co-plaintiff on September 15, 2016. We opposed the motion and, on November 15, 2016, the Court allowed the motion, and subsequently directed Anglefix and UNC to file an amended complaint by January 18, 2017. We have filed motions for summary judgment of non-infringement and invalidity of the remaining patent claims asserted by Anglefix and a motion to exclude testimony by Anglefix’s technical expert. Anglefix has filed a motion for summary judgment of infringement of certain of the remaining asserted patent claims. The Court heard oral argument on those motions on January 31, 2017. 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, on 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. The Court conducted a Markman hearing on March 23, 2016. Mediation was held on August 11, 2016, but no agreement could be reached. The Court issued a Markman decision on August 30, 2016, in which it found all asserted product claims invalid as indefinite under applicable patent laws and construed several additional claim terms. The parties have completed fact and expert discovery with respect to the remaining asserted method claims. We have filed a motion for summary judgment of non-infringement of the remaining asserted patent claims and motions to exclude testimony from Spineology’s technical and damages experts. Spineology has filed a motion for summary judgment of infringement. The Court will hear oral argument on those motions on February 28, 2017. On September 13, 2016, we filed a civil action, Case No. 2:16-cv-02737-JPM, against Spineology in the U.S. District Court for the Western District of Tennessee alleging breach of contract, breach of implied warranty against infringement, and seeking a judicial declaration of indemnification from Spineology for patent infringement claims brought against us stemming from our sale and/or use of certain expandable reamers purchased from Spineology. Spineology filed a motion to dismiss on October 17, 2016, but withdrew the motion on November 28, 2016. On December 7, 2016, Spineology filed an answer to our complaint and counterclaims, including counterclaims relating to a 2004 non-disclosure agreement between Spineology and WMT. On December 28, 2016, we filed a motion to dismiss the counterclaims relating to that 2004 agreement. On January 4, 2017, Spineology filed a motion for summary judgment on certain claims set forth in our complaint. We intend to oppose this motion. On March 1, 2016, Musculoskeletal Transplant Foundation (MTF) filed suit against Solana and WMT in the United States District Court for the District of New Jersey alleging that the TenFUSE PIP product infringes U.S. Patent No. 6,432,436 entitled “Partially Demineralized Cortical Bone Constructs.” On May 25, 2016, we agreed to waive service of MTF’s complaint. Following a series of court-ordered extensions of time, we filed our answer to MTF’s complaint and counterclaims on December 5, 2016. We have reached a settlement in principle with MTF for an immaterial amount, which is in the process of being documented. Subject to the provisions of the asset purchase agreement with MicroPort for the sale of the OrthoRecon business, we, as between us and MicroPort, would continue to be responsible for defense of pre-existing patent infringement cases relating to the OrthoRecon business, and for resulting liabilities, if any. All such pre-existing cases have been resolved. 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 December 25, 2016, there were 26 pending U.S. lawsuits and 48 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 $21.9 million to $25.9 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 $21.9 million , which represents the low-end of our estimated aggregate range of loss. We have classified $14.2 million of this liability as current in “Accrued expenses and other current liabilities,” as we expect to pay such claims within the next twelve months, and $7.7 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. We are aware that MicroPort has recalled certain sizes of its cobalt chrome modular neck products as a result of alleged fractures. As of December 25, 2016, there were three pending U.S. lawsuits and five 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 (Titanium 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 Titanium 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 Titanium 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 Titanium Modular Neck Claims as a single occurrence, we increased our estimate of the total probable insurance recovery related to Titanium 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 Titanium 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 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. The arbitration proceeding is ongoing. 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 December 25, 2016, there were approximately 1,200 lawsuits pending in the MDL and JCCP, and an additional 30 cases pending in various state courts. As of that date, we have also entered into approximately 950 so called "tolling agreements" with potential claimants who have not yet filed suit. Based on presently available information, we believe at least 350 of these lawsuits allege claims involving bilateral implants. As of December 25, 2016, there were also approximately 50 non-U.S. lawsuits 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 MDL and expect to begin similar mediation in the JCCP. Every metal-on-metal hip case involves fundamental issues of law, 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, statutes of limitation, and the existence of actual, provable injury. 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 vigorously contested 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. On April 5, 2016, the trial judge issued an order reducing the punitive damage award from $10 million to $1.1 million , but otherwise denied our motion. On May 4, 2016, we filed a notice of appeal with the United States Court of Appeals for the Eleventh Circuit. The United States Court of Appeals for the Eleventh Circuit heard oral arguments on January 26, 2017 and we are awaiting a decision of the Court. In light of the trial judge’s April 5 th order, we recorded an accrual for this verdict in the amount of $2.1 million within “Accrued expenses and other current liabilities.” The first bellwether trial in the JCCP, which was scheduled to commence on October 31, 2016, and subsequently rescheduled to January 9, 2017, was settled for an immaterial amount. The first state court metal-on-metal hip trial not part of the MDL or JCCP commenced on October 24, 2016, in St. Louis, Missouri. On November 3, 2016, the jury returned a verdict in our favor. The plaintiff has appealed. On November 1, 2016, WMT entered into a Master Settlement Agreement (MSA) with Court-appointed attorneys representing plaintiffs in the MDL and JCCP. Under the terms of the MSA, the parties agreed to settle 1,292 specifically identified claims associated with CONSERVE ® , DYNASTY ® and LINEAGE ® products that meet the eligibility requirements of the MSA and are either pending in the MDL or JCCP, or subject to court-approved tolling agreements in the MDL or JCCP, for a settlement amount of $240 million . The $240 million settlement amount is a maximum settlement based on the pool of 1,292 specific, existing claims comprised of an identified mix of CONSERVE ® , DYNASTY ® and LINEAGE ® products (Initial Settlement Pool), with a value assigned to each product type, resulting in a total settlement of $240 million for the 1,292 claims in the Initial Settlement Pool. The actual settlement may be less, depending on several factors including the mix of products and claimants in the final settlement pool (Final Settlement Pool) and the number of claimants electing to “opt-out” of the settlement. Actual settlements paid to individual claimants will be determined under the claims administration procedures contained in the MSA and may be more or less than the amounts used to calculate the $240 million settlement for the 1,292 claims in the Initial Settlement Pool. However in no event will variations in actual settlement amounts payable to individual claimants affect WMT’s maximum settlement obligation of $240 million or the manner in which it may be reduced due to opt outs, final product mix, or elimination of ineligible claims. If it is determined a claim in the Initial Settlement Pool is ineligible due to failure to meet the eligibility criteria of the MSA, such claim will be removed and, where possible, replaced with a new eligible claim involving the same product, with the goal of having the number and mix of claims in the Final Settlement Pool (before opt-outs) equal, as nearly as possible, the number and mix of claims in the Initial Settlement Pool. Additionally, if any DYNASTY ® or LINEAGE ® claims in the Final Settlement Pool are determined to have been misidentified as CONSERVE ® claims, or vice versa, the total settlement amount will be adjusted based on the value for each product type (not to exceed $240 million). The MSA contains specific eligibility requirements and establishes procedures for proof and administration of claims, negotiation and execution of individual settlement agreements, determination of the final total settlement amount, and funding of individual settlement amounts by WMT. Eligibility requirements include, without limitation, that the claimant has a claim pending or tolled in the MDL or JCCP, that the claimant has undergone a revision surgery within eight years of the original implantation surgery, and that the claim has not been identified by WMT as having possible statute of limitation issues. Claimants who have had bilateral revision surgeries will be counted as two claims but only to the extent both claims separately satisfy all eligibility criteria. The MSA includes a 95% opt-in requirement, meaning the MSA may be terminated by WMT prior to any settlement disbursement if claimants holding greater than 5% of eligible claims in the Final Settlement Pool elect to “opt-out” of the settlement. WMT, in its sole discretion, may waive this 95% opt-in requirement. No funding of any individual plaintiff settlement will occur until the 95% opt-in requirement has been satisfied or waived. WMT has been notified pursuant to the MSA that greater than 95% of eligible claimants timely elected to opt-in to the MSA settlement prior to the opt-in deadline. Accordingly, the 95% minimum opt-in rate appears to have been satisfied, subject to WMT's audit rights under the MSA. WMT has escrowed $150 million to secure its obligations under the MSA. As additional security, Wright Medical Group N.V., the indirect parent company of WMT, agreed to guaranty WMT’s obligations under the MSA. The MSA was entered into solely as a compromise of the disputed claims being settled and is not evidence that any claim has merit nor is it an admission of wrongdoing or liability by WMT. WMT will continue to vigorously defend metal-on-metal hip claims not settled pursuant to the MSA. As of December 25, 2016, we estimate there were approximately 630 outstanding metal-on-metal hip revision claims that would not be included in the MSA settlement, including approximately 200 claims with an implant duration of more than eight years, approximately 300 claims subject to possible statute of limitations preclusion, approximately 30 claims pending in U.S courts other than the MDL and JCCP, approximately 50 claims pending in non-U.S. courts, and approximately 50 claims that would be eligible for inclusion in the settlement but for the participation limitations contained in the MSA. We also estimate that there were approximately 650 outstanding metal-on-metal hip non-revision claims as of December 25, 2016. These non-revision cases are excluded from the MSA. As of December 25, 2016, our accrual for metal-on-metal claims totaled $256.6 million , of which $242.7 million is included in our consolidated balance sheet within “Accrued expenses and other current liabilities” and $13.9 million is included within “Other liabilities.” Our accrual is based on (i) case by case accruals for specific cases where facts and circumstances warrant, including the $2.1 million accrual associated with the MDL bellwether verdict, and (ii) the implied settlement values for eligible claims under the MSA (assuming, in the absence of opt-in data, a 100% opt-in rate). We are unable to reasonably estimate the high-end of a possible range of loss for claims which may in the future elect to opt-out of the MSA settlement. Claims we can confirm would meet MSA eligibility criteria but are excluded from settlement due to the $240 million maximum settlement cap, or because they are state cases not part of the MDL or JCCP, have been accrued as though included in the settlement. Due to the general uncertainties surrounding all metal-on metal claims as noted above, as well as insufficient information about individual claims, we are presently unable to reasonably estimate a range of loss for revision claims that (i) do not meet MSA eligibility criteria, or (ii) are future claims; hence we have not accrued for these claims at the present time. However, we believe the high-end of a possible range of loss for existing revision claims that do not meet MSA eligibility criteria will not, on an average per case basis, exceed the average per case accrual we have taken for revision claims we can confirm do meet MSA eligibility criteria. Future claims will be evaluated for accrual on a case by case basis using the accrual methodologies described above (which could change if future facts and circumstances warrant). 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. 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 appeared 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 sought 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 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. On April 29, 2016, we filed a dispositive motion seeking partial judgment in our favor in the Tennessee action. That motion is pending, and will be decided after the parties complete discovery regarding certain issues relating to the pending motion. On June 10, 2016, Travelers withdrew its motion for summary judgment in the Tennessee action. One of the other insurance companies in the Tennessee action has stated that it will re-file a similar motion in the future. On October 28, 2016, WMT and Wright Medical Group, Inc. (Wright Entities), entered into a Settlement Agreement, Indemnity and Hold Harmless Agreement and Policy Buyback Agreement (Insurance Settlement Agreement) with a subgroup of three insurance carriers, namely Columbia Casualty Company, Travelers and AXIS Surplus Lines Insurance Company (collectively, the Three Settling Insurers), pursuant to which the Three Settling Insurers agreed to pay WMT an aggregate of $60 million (in addition to $10 million previously paid by Columbia) in a lump sum on or before the 30 th business day after execution of the Insurance Settlement Agreement. This amount is in full satisfaction of all potential liability of the Three Settling Insurers relating to metal-on-metal hip and similar metal ion release claims, including but not limited to all claims in the MDL and the JCCP, and all claims asserted by WMT against the Three Settling Insurers in the Tennessee action described above. On December 13, 2016, we filed a motion in the Tennessee action described above to include allegations of bad faith against the primary insurance carrier. The motion was subsequently amended on February 8, 2017 to add similar bad faith claims against the remaining excess carriers. That motion is pending. As part of the settlement, the Three Settling Insurers bought back from WMT their policies in the five policy years beginning with the August 15, 2007- August 15, 2008 policy year (Repurchased Policy Years). Consequently, the Wright Entities have no further coverage from the Three Settling Insurers for any present or future claims falling in the Repurchased Policy Years, or any other period in which a released claim is asserted. Additionally, the Insurance Settlement Agreement contains a so-called most favored nation provision which could require us to refund a pro rata portion of the settlement amount if we voluntarily enter into a settlement with the remaining carriers in the Repurchased Policy Years on certain terms more favorable than analogous terms in the Insurance Settlement Agreement. The Tennessee action will continue as to the remaining defendant insurers other than the Three Settling Insurers. The amount due to the Wright Entities under the Insurance Settlement Agreement was paid in the fourth quarter of 2016. Management has recorded an insurance receivable of $8.7 million for the probable recovery of spending from the remaining carriers (other than the Three Settling Carriers) in excess of our retention for a single occurrence. As of December 25, 2016 we have received $71.7 million of insurance proceeds, and our insurance carriers have paid a total of $4.6 million directly to claimants in connection with various settlements, which represents amounts undisputed by the carriers. Our acceptance of these proceeds was not a waiver of any other claim we may have against the insurance carriers. However, the amount we ultimately receive will depend on the outcome of our dispute with the remaining carriers (other than the Three Settling Carriers) concerning the number of policy years available. We believe our contracts with the insurance carriers are enforceable for these claims; and, therefore, we believe it is probable we will receive additional recoveries from the remaining carriers. Settlement discussions with the remaining insurance carriers continue. Given the substantial or indeterminate amounts sought in these matters, and the inherent unpredictability of such matters, an adverse outcome in these matters in excess of the amounts included in our accrual for contingencies could have a material adverse effect on our financial condition, results of operations and cash flow. Future revisions to our estimates of these provisions could materially impact our results of operations and financial position. We use the best information available to determine the level of accrued product liabilities, and believe our accruals are adequate. 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.” 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. |
Restricted Cash (Notes)
Restricted Cash (Notes) | 12 Months Ended |
Dec. 25, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Assets Disclosure [Text Block] | Restricted Cash During the fourth quarter of 2016, WMT deposited $150.0 million into a restricted escrow account to secure its obligations under the MSA that WMT entered into in connection with the metal-on-metal hip litigation, as further described in Note 16 to the consolidated financial statements. All individual settlements under the MSA will be funded first from the escrow account and then, if all funds held in the escrow account have been exhausted, directly by WMT. The claims administrator has not provided a funding request to WMT as of the date of the filing of this report. Funding requests may be submitted on the 15th and last day of each month, beginning March 31, 2017. Within 30 days of each funding request, unless WMT in good faith objects to the accuracy of any payment request, WMT will instruct the escrow agent to transfer funds from the restricted escrow account to a master account designated by plaintiffs’ counsel, who will then arrange for disbursements of individual settlement amounts. As of December 25, 2016, $150.0 million was in the restricted escrow account, and therefore, considered restricted cash under US GAAP. See Note 16 to the consolidated financial statements for further discussion regarding the MSA and the metal-on-metal hip litigation. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our consolidated balance sheets that sum to the totals of the same such amounts shown in the consolidated statements of cash flows (in thousands): December 25, 2016 December 27, 2015 Cash and cash equivalents $ 262,265 $ 139,804 Restricted cash 150,000 — Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 412,265 $ 139,804 |
Related Parties (Notes)
Related Parties (Notes) | 12 Months Ended |
Dec. 25, 2016 | |
Related Parties [Abstract] | |
Related Party Transactions Disclosure [Text Block] | . Certain Relationships and Related-Party Transactions The related party disclosures in this note relate to transactions with a former director of legacy Tornier, Alain Tornier. Mr. Tornier departed from our board of directors effective October 1, 2015 in connection with the closing of the Wright/Tornier merger. Accordingly, the indebtedness and lease agreements described below are not related party transactions during 2016. On July 29, 2008, Tornier SAS, a subsidiary of legacy Tornier, formed a real estate holding company (SCI Calyx) together with Alain Tornier, a former director of legacy 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. |
Quarterly Results of Operations
Quarterly Results of Operations | 12 Months Ended |
Dec. 25, 2016 | |
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 2016 and 2015 , 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 report 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. 2016 First quarter 1 Second quarter Third quarter Fourth quarter Net sales $ 169,291 $ 170,716 $ 157,332 $ 193,023 Cost of sales 46,666 49,009 46,149 50,583 Gross profit 122,625 121,707 111,183 142,440 Operating expenses: Selling, general and administrative 134,746 136,483 129,840 140,489 Research and development 12,116 12,108 12,481 13,809 Amortization of intangible assets 6,457 7,484 7,466 7,434 Total operating expenses 153,319 156,075 149,787 161,732 Operating loss $ (30,694 ) $ (34,368 ) $ (38,604 ) $ (19,292 ) Net loss from continuing operations, net of tax $ (40,193 ) $ (42,031 ) $ (52,709 ) $ (30,002 ) Loss from discontinued operations, net of tax $ (7,799 ) $ (187,329 ) $ (57,436 ) $ (14,874 ) Net loss $ (47,992 ) $ (229,360 ) $ (110,145 ) $ (44,876 ) Net loss, continuing operations per share, basic and diluted $ (0.39 ) $ (0.41 ) $ (0.51 ) $ (0.29 ) Net loss per share, basic and diluted $ (0.47 ) $ (2.23 ) $ (1.07 ) $ (0.43 ) Weighted-average number of shares outstanding-basic and diluted 102,704 102,785 103,072 103,309 1 Our first quarter 2016 results were restated for the divestiture of our Large Joints business. Our 2016 operating loss included the following: • transaction and transition costs totaling $10.8 million , $7.1 million , $6.5 million , and $7.9 million during the first, second, third, and fourth quarters of 2016 , respectively; • amortization of inventory step-up of $10.2 million , $10.4 million , $10.3 million , and $6.8 million in the first, second, third, and fourth quarters of 2016 , respectively, associated with inventory acquired from the Wright/Tornier merger; • non-cash inventory provisions associated with a product rationalization initiative totaling $2.0 million , $1.6 million , and $0.5 million in the second, third, and fourth quarters of 2016 , respectively; • costs associated with executive management changes of $1.3 million in the second quarter of 2016 ; • costs related to a legal settlement of $1.8 million in the second quarter of 2016 ; and • costs associated with debt refinancing of $0.2 million in the second quarter of 2016 . Our 2016 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 $5.3 million unrealized loss, $1.4 million unrealized loss, $2.2 million unrealized loss, and $0.3 million unrealized gain recognized in the first, second, third, and fourth quarters of 2016 , respectively; • the after-tax effects of $12.3 million non-cash loss on extinguishment of debt to write-off unamortized debt discount and deferred financing fees associated with the partial settlement of 2017 Notes and 2020 Notes in the second quarter of 2016 ; • the after-tax effects of non-cash interest expense related to the amortization of the debt discount on our 2017 Notes, 2020 Notes and 2021 Notes totaling $7.1 million , $8.2 million , $10.5 million , and $10.8 million during the first, second, third, and fourth quarters of 2016 , respectively; • the after-tax effects of our mark-to-market adjustments on derivative assets and liabilities totaling a $6.6 million gain, $16.6 million gain, $3.2 million gain, and $1.8 million gain recognized in the first, second, third, and fourth quarters of 2016 , respectively; • the after-tax effects of charges due to the fair value adjustment to contingent consideration totaled $0.3 million , $0.1 million , and $0.1 million in the second, third, and fourth quarters of 2016 , respectively; • the after-tax effects of a $3.1 million interest and income tax benefit related to the settlement of an IRS audit in the second quarter of 2016 ; and • a $5.6 million income tax benefit representing the deferred tax effects associated with the acquired Tornier operations in the fourth quarter of 2016. 2015 First Second Third Fourth 2 Net sales $ 77,934 $ 80,420 $ 80,139 $ 166,833 Cost of sales 19,125 21,635 23,052 49,810 Gross profit 58,809 58,785 57,087 117,023 Operating expenses: Selling, general and administrative 82,199 82,605 85,997 173,576 Research and development 7,117 7,957 9,570 14,695 Amortization of intangible assets 2,614 2,565 2,562 9,013 Total operating expenses 91,930 93,127 98,129 197,284 Operating loss $ (33,121 ) $ (34,342 ) $ (41,042 ) $ (80,261 ) Net loss, continuing operations, net of tax $ (46,248 ) $ (37,306 ) $ (62,650 ) $ (91,152 ) Net loss, discontinued operations, net of tax $ (3,500 ) $ (7,009 ) $ (36,211 ) $ (14,624 ) Net loss $ (49,748 ) $ (44,315 ) $ (98,861 ) $ (105,776 ) Net loss, continuing operations per share, basic and diluted 1 $ (0.88 ) $ (0.71 ) $ (1.19 ) $ (0.89 ) Net loss per share, basic and diluted 1 $ (0.95 ) $ (0.84 ) $ (1.87 ) $ (1.03 ) Weighted-average number of shares outstanding-basic and diluted 1 52,437 52,631 52,750 102,659 ___________________________ 1 During 2015, we restated the first, second, and third quarter balances to meet post-merger valuations as described within Note 13 . 2 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, and have been restated for the divestiture of our Large Joints business. 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 $10.3 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 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 Notes and 2020 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 . |
Segment Data
Segment Data | 12 Months Ended |
Dec. 25, 2016 | |
Segment Data [Abstract] | |
Segment Data | Segment and Geographic Data During the first quarter of 2016, our management, including our Chief Executive Officer, who is our chief operating decision maker, began managing our operations as four operating business segments: U.S. Lower Extremities & Biologics, U.S. Upper Extremities, International Extremities & Biologics, and Large Joints. We determined that each of these operating segments represented a reportable segment. Our Chief Executive Officer reviews financial information at the operating segment level to allocate resources and to assess the operating results and performance of each segment. As a result of the classification of the Large Joints business as a discontinued operation during the second quarter of 2016, the Large Joints reportable segment is presented in our consolidated statements of operations as discontinued operations and is excluded from segment results for all periods presented. See Note 4 of the consolidated financial statements for additional information regarding this divestiture. U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics are our remaining three reportable segments as of December 25, 2016 . Our U.S. Lower Extremities & Biologics segment consists of our operations focused on the sale in the United States of our lower extremities products, such as joint implants and bone fixation devices for the foot and ankle, and our biologics products used to support treatment of damaged or diseased bone, tendons, and soft tissues or to stimulate bone growth. Our U.S. Upper Extremities segment consists of our operations focused on the sale in the United States of our upper extremities products, such as joint implants and bone fixation devices for the shoulder, elbow, wrist, and hand and products used across several anatomic sites to mechanically repair tissue-to-tissue or tissue-to-bone injuries and other ancillary products. Our International Extremities & Biologics segment consists of our operations focused on the sale outside the United States of all lower and upper extremities products, including associated biologics products. Management measures segment profitability using an internal operating performance measure that excludes the impact of inventory step-up amortization and due diligence, transaction and transition costs associated with acquisitions, as such items are not considered representative of segment results. Management's change to the way it monitors performance, aligns strategies, and allocates resources results in a change in our reportable segments and a change in reporting units for goodwill impairment measurement purposes. We have determined that each reportable segment represents a reporting unit and, in accordance with ASC 350, requires an allocation of goodwill to each reporting unit. As of December 25, 2016 , we have allocated $219 million , $559 million , and $74 million of goodwill to the U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics reportable segments, respectively. Net sales by product line are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 1 December 31, 2014 U.S. Lower extremities $ 222,936 $ 187,096 $ 148,631 Upper extremities 201,579 58,756 15,311 Biologics 74,603 50,583 45,494 Sports med & other 8,429 3,388 2,641 Total U.S. $ 507,547 $ 299,823 $ 212,077 International Lower extremities $ 62,701 $ 51,200 $ 47,001 Upper extremities 86,502 24,789 11,312 Biologics 18,883 19,652 20,590 Sports med & other 14,729 9,862 7,047 Total International $ 182,815 $ 105,503 $ 85,950 Total $ 690,362 $ 405,326 $ 298,027 ___________________________ 1 The 2015 results were restated for the divestiture of our Large Joints business. Our principal geographic regions consist of the United States, EMEA (which includes Europe, 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. Net sales by geographic region are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 1 December 31, 2014 Net sales by geographic region: United States $ 507,547 $ 299,823 $ 212,077 EMEA 117,268 62,662 48,991 Other 65,547 42,841 36,959 Total $ 690,362 $ 405,326 $ 298,027 ___________________________ 1 The 2015 results were restated for the divestiture of our Large Joints business. No single foreign country accounted for more than 10% of our total net sales during 2016 , 2015 , or 2014 . Assets in the U.S. Upper Extremities, U.S. Lower Extremities & Biologics, and International Extremities & Biologics segments are those assets used exclusively in the operations of each business segment or allocated when used jointly. Assets in the Corporate category are principally cash and cash equivalents, derivative assets, property, plant and equipment associated with our corporate headquarters, assets associated with discontinued operations, product liability insurance receivables, and assets associated with income taxes. Total assets by business segment as of December 25, 2016 and December 27, 2015 are as follows (in thousands): December 25, 2016 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate Assets held for sale Total Total assets $ 491,531 $ 845,102 $ 264,680 $ 689,273 $ — $ 2,290,586 December 27, 2015 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate Assets held for sale Total Total assets $ 490,798 $ 833,432 $ 365,621 $ 333,473 $ 50,170 $ 2,073,494 Selected financial information related to our segments is presented below for the fiscal years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 (in thousands): Fiscal year ended December 25, 2016 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 300,847 $ 206,700 $ 182,815 $ — $ 690,362 Depreciation expense 13,000 11,190 11,427 20,213 55,830 Amortization expense — — — 28,841 28,841 Segment operating income (loss) $ 85,645 $ 65,231 $ 5,872 $ (202,261 ) $ (45,513 ) Other: Inventory step-up amortization 37,689 Transaction and transition expenses 32,300 Product rationalization 4,074 Legal settlement 1,800 Management changes 1,348 Costs associated with new convertible debt 234 Operating loss (122,958 ) Interest expense, net 58,530 Other income, net (3,148 ) Loss before income taxes $ (178,340 ) Capital expenditures $ 13,145 $ 10,101 $ 13,517 $ 13,336 $ 50,099 Fiscal year ended December 27, 2015 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 239,748 $ 60,075 $ 105,503 $ — $ 405,326 Depreciation expense 10,502 1,092 5,795 12,119 29,508 Amortization expense — — — 16,754 16,754 Segment operating income (loss) $ 39,008 $ 21,394 $ (5,567 ) $ (136,836 ) $ (82,001 ) Other: Inventory step-up amortization 10,315 Due diligence, transaction and transition expenses 82,195 Share-based compensation acceleration 14,190 Distributor conversions and non-competes 65 Operating loss (188,766 ) Interest expense, net 41,358 Other expense (income), net 10,884 Loss before income taxes $ (241,008 ) Capital expenditures $ 25,410 $ 6,903 $ 7,140 $ 4,213 $ 43,666 Fiscal year ended December 31, 2014 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 196,766 $ 15,311 $ 85,950 $ — $ 298,027 Depreciation expense 9,006 701 3,046 5,703 18,456 Amortization expense — — — 10,027 10,027 Segment operating income (loss) $ 29,200 $ 6,582 $ (3,187 ) $ (94,828 ) $ (62,233 ) Other: Inventory step-up amortization 1,535 Distributor conversion and non-compete charges 2,071 Patent dispute settlement 900 Management changes 1,203 Acquisition due diligence, transaction and transition expenses 19,964 Tornier merger costs 11,900 Operating loss (99,806 ) Interest expense, net 17,398 Other expense, net 129,626 Loss before income taxes $ (246,830 ) Capital expenditures $ 23,949 $ 1,864 $ 6,486 $ 16,304 $ 48,603 1 The Corporate category primarily reflects general and administrative expenses not specifically associated with the U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics segments. These non-allocated corporate expenses relate to global administrative expenses that support all segments, including salaries and benefits of certain executive officers and expenses such as: information technology administration and support; corporate headquarters; legal, compliance, and corporate finance functions; insurance; and all share-based compensation. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 27, 2015 | |
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 25, 2016 $ 1,189 $ 3,475 $ (195 ) $ 4,469 December 27, 2015 $ 930 $ (878 ) $ 1,137 $ 1,189 December 31, 2014 $ 272 $ (684 ) $ 1,342 $ 930 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 25, 2016 | |
Accounting Policies [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | We account for derivatives in accordance with FASB ASC 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivatives' fair value are recognized currently in earnings unless specific hedge accounting criteria are met. FASB ASC Section 820, Fair Value Measurements and Disclosures requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Financial instruments with unadjusted, quoted prices listed on active market exchanges. Level 2: Financial instruments determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3: Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques. |
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 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, valuation of in-process research and development, product liability claims, product liability insurance recoveries and other litigation, income taxes, and share-based compensation |
Discontinued Operations, Policy [Policy Text Block] | Discontinued operations. On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, Tornier France SAS and certain other entities related to us and Corin Orthopaedics Holdings Limitied (Corin) entered into a business sale agreement and simultaneously completed and closed the sale of our Large Joints business. Pursuant to the terms of the agreement, we sold substantially all of our assets related to our Large Joints business to Corin for approximately €29.7 million in cash, less approximately €10.7 million for net working capital adjustments. Upon closing, the parties also executed a transitional services agreement and supply agreement, among other ancillary agreements required to implement the transaction. These agreements are on arm’s length terms and are not expected to be material to our financial statements. On January 9, 2014, pursuant to an Asset Purchase Agreement, dated as of June 18, 2013 (the MicroPort Agreement), by and among us and MicroPort Scientific Corporation (MicroPort), we completed the 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 Large Joints and OrthoRecon businesses, including costs associated with corporate employees and infrastructure transferred as a part of the sales, are reflected within discontinued operations in the consolidated statements of operations. 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 was 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 $21.5 million , $14.2 million , and $4.0 million for the years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 , respectively. During the year ended December 25, 2016 , we recorded $4.1 million of provisions for excess and obsolete inventory for product rationalization initiatives. Additionally, charges in 2016 are higher than prior years due to the additional inventories subject to reserves following the Wright/Tornier merger. |
Product Liability Policy | Product liability claims and related 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 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 and building improvements 10 to 40 years Machinery and equipment 3 to 14 years Furniture, fixtures and office equipment 4 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 2016 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, 5 years, 5 years, 12 years, 18 years, 3 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 finite-lived 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 long-lived assets 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, we analyze our accounts receivable, historical bad debt experience, customer concentrations, customer creditworthiness, and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. The majority of our accounts receivable are from hospitals and surgery centers. Our collection history has been favorable with minimal bad debts from these customers. 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 repeated collection efforts. Our allowance for doubtful accounts totaled $4.5 million and $ 1.2 million at December 25, 2016 and December 27, 2015 , 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. Collateral or other security is generally not required for accounts receivable. |
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. Collateral or other security is generally not required for accounts receivable. |
Concentrations of Supply of Raw Materials [Policy Text Block] | 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, such as Allomatrix TM , 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 rely on one supplier for a key component of our AUGMENT ® Bone Graft. In December 2013, our 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. In April 2016, we entered into a commercial supply agreement with FUJIFILM Diosynth Biotechnologies U.S.A., Inc. pursuant to which Fujifilm agreed to manufacture and sell to us and we agreed to purchase the key component of our AUGMENT ® Bone Graft. Pursuant to our supply agreement with Fujifilm, commercial production of the key component is expected to begin in 2019. Although we believe that our current supply of the key component from our former supplier should be sufficient to last until after the component becomes available under the new agreement, no assurance can be provided that it will be sufficient. |
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 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 25, 2016 and December 27, 2015 . 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 (income) 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 loss and our comprehensive loss 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. |
Earnings per share (Policies)
Earnings per share (Policies) | 12 Months Ended |
Dec. 25, 2016 | |
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 fiscal years ended December 25, 2016 and December 27, 2015, our ordinary share equivalents consisted of stock options, restricted stock units, and warrants. For the fiscal year ended December 31, 2014 , our ordinary share equivalents consisted of stock options, restricted stock awards, restricted stock units, and warrants. The dilutive effect of the stock options, restricted stock awards, restricted stock units, and warrants is calculated using the treasury-stock method. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
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 and building improvements 10 to 40 years Machinery and equipment 3 to 14 years Furniture, fixtures and office equipment 4 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 25, 2016 December 27, 2015 December 31, 2014 Interest $ 18,678 $ 11,198 $ 6,518 Income taxes $ 4,334 $ 1,051 $ 1,525 |
Acquisitions (Tables)
Acquisitions (Tables) | Oct. 01, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Feb. 05, 2014 | Jan. 30, 2014 |
Business Acquisition [Line Items] | |||||
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma combined financial information (in thousands) summarizes the results of operations for the periods indicated as if the Wright/Tornier merger had been completed as of January 1, 2014. Fiscal year ended December 27, 2015 1 December 31, 2014 Net sales $ 615,490 $ 574,076 Net loss from continuing operations $ (293,055 ) $ (329,961 ) | ||||
Schedule of Noncash or Part Noncash Acquisitions [Table Text Block] | 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 | ||||
Tornier N.V. [Member] | |||||
Business Acquisition [Line Items] | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following presents the 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 63,797 Inventories 138,659 Other current assets 9,256 Property, plant and equipment, net 122,927 Intangible assets, net 213,600 Deferred income taxes 1,399 Other assets 8,658 Total assets acquired 588,413 Current liabilities (101,623 ) Long-term debt (79,554 ) Deferred income taxes (31,878 ) Other non-current liabilities (8,434 ) Total liabilities assumed (221,489 ) Net assets acquired $ 366,924 Goodwill 667,311 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 Inventories 2,244 Other current assets 372 Property, plant and equipment, net 360 Intangible assets, net 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 Inventories 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 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Large Joints Business [Member] | |
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 for the Large Joints business (in thousands, except per share data): Fiscal year ended December 25, 2016 December 27, 2015 Net sales $ 35,318 $ 10,135 Cost of sales 20,244 5,633 Selling, general and administrative 18,808 5,021 Other — 684 Loss from discontinued operations before income taxes (3,734 ) (1,203 ) Impairment loss on assets held for sale, before income taxes 21,342 — Total loss from discontinued operations before income taxes (25,076 ) (1,203 ) Benefit for income taxes 5,615 199 Total loss from discontinued operations, net of tax $ (19,461 ) $ (1,004 ) Net loss from discontinued operations per share-basic and diluted ( Note 13 ) 1 $ (0.19 ) $ (0.02 ) Weighted-average number of ordinary shares outstanding-basic and diluted ( Note 13 ) 1 102,968 64,808 1 The prior period weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13 . The following table summarizes the assets and liabilities held for sale (in thousands): December 25, 2016 December 27, 2015 Assets: Inventories, net $ — $ 18,408 Prepaid expenses — 79 Property, plant and equipment, net — 16,513 Goodwill — 9,355 Intangible assets, net — 5,815 Total assets held for sale $ — $ 50,170 Liabilities: Other current liabilities $ — $ 2,692 Total liabilities held for sale $ — $ 2,692 |
OrthoRecon Business [Member] | |
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 for the OrthoRecon business (in thousands, except per share data): Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 Net sales $ — $ — $ 3,056 Selling, general and administrative 247,978 60,341 16,577 Loss from discontinued operations before income taxes (247,978 ) (60,341 ) (13,521 ) Provision for income taxes — — 5,666 Total loss from discontinued operations, net of tax $ (247,978 ) $ (60,341 ) $ (19,187 ) Net loss from discontinued operations per share-basic and diluted ( Note 13 ) 1 $ (2.41 ) $ (0.93 ) $ (0.37 ) Weighted-average number of ordinary shares outstanding-basic and diluted ( Note 13 ) 1 102,968 64,808 51,293 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): December 25, 2016 December 27, 2015 1 Raw materials $ 15,319 $ 18,057 Work-in-process 22,422 27,946 Finished goods 113,108 164,698 $ 150,849 $ 210,701 |
Derivatives and Fair Value of37
Derivatives and Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Financial Instruments [Table Text Block] | 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 25, 2016 Assets Cash and cash equivalents $ 262,265 $ 262,265 $ — $ — Restricted cash 150,000 150,000 — — 2020 Notes Hedges 77,232 — — 77,232 2021 Notes Hedges 159,095 — — 159,095 Total $ 648,592 $ 412,265 $ — $ 236,327 Liabilities 2017 Notes Conversion Derivative $ 164 $ — $ — $ 164 2020 Notes Conversion Derivative 77,758 — — 77,758 2021 Notes Conversion Derivative 161,601 — — 161,601 Contingent consideration 2,249 — — 2,249 Contingent consideration (CVRs) 36,999 36,999 — — Total $ 278,771 $ 36,999 $ — $ 241,772 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 $ — $ — 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 The following is a roll forward of our assets and liabilities measured at fair value (in thousands) on a recurring basis using unobservable inputs (Level 3): Balance at December 27, 2015 Additions Transfers into Level 3 Gain/(loss) included in earnings Settlements Currency Balance at December 25, 2016 2017 Notes Conversion Derivative $ (10,440 ) $ — $ — $ 8,207 $ 2,069 $ — $ (164 ) 2020 Notes Hedges 127,758 — — (46,634 ) (3,892 ) — 77,232 2020 Notes Conversion Derivative (129,107 ) — — 51,799 (450 ) — (77,758 ) 2021 Notes Hedges — 99,817 — 59,278 — — 159,095 2021 Notes Conversion Derivative — (117,224 ) — (44,377 ) — — (161,601 ) Contingent consideration (2,340 ) (477 ) — (592 ) 1,035 125 (2,249 ) |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following assumptions were used in the fair market valuations of the 2017 Notes Conversion Derivative, 2020 Notes Conversion Derivative, 2020 Notes Hedge, 2021 Notes Conversion Derivative, and 2021 Notes Hedge as of December 25, 2016 : 2017 Notes Conversion Derivative 2020 Notes Conversion Derivative 2020 Notes Hedge 2021 Notes Conversion Derivative 2021 Notes Stock Price Volatility 1 34.94% 34.81% 34.81% 36.76% 36.76% Credit Spread for Wright 2 6.00% 3.03% N/A 3.80% N/A Credit Spread for Deutsche Bank AG 3 N/A N/A 1.41% N/A N/A Credit Spread for Wells Fargo Securities, LLC 3 N/A N/A 0.30% N/A N/A Credit Spread for JPMorgan Chase Bank 3 N/A N/A 0.44% N/A 0.75% Credit Spread for Bank of America 3 N/A N/A N/A N/A 0.65% 1 Volatility selected based on historical and implied volatility of ordinary shares of Wright Medical Group N.V. 2 Credit spread implied from traded price. 3 Credit spread of each bank is estimated using CDS curves. Source: Bloomberg. |
2020 Derivatives [Member] | |
Derivatives, Fair Value [Line Items] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table summarizes the fair value and the presentation in the consolidated balance sheet (in thousands) of the 2020 Notes Hedges and 2020 Notes Conversion Derivative: Location on consolidated balance sheet December 25, 2016 December 27, 2015 2020 Notes Hedges Other assets $ 77,232 $ 127,758 2020 Notes Conversion Derivative Other liabilities $ 77,758 $ 129,107 |
Derivative Instruments, Gain (Loss) [Table Text Block] | The following table summarizes the net gain on changes in fair value (in thousands) related to the 2020 Notes Hedges and 2020 Notes Conversion Derivative: Fiscal year ended December 25, 2016 December 27, 2015 2020 Notes Hedges $ (46,634 ) $ (17,085 ) 2020 Notes Conversion Derivative 51,799 20,677 Net gain on changes in fair value $ 5,165 $ 3,592 |
2017 Derivatives [Member] [Member] | |
Derivatives, Fair Value [Line Items] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table summarizes the fair value and the presentation in the consolidated balance sheet (in thousands) of the 2017 Notes Conversion Derivative: Location on consolidated balance sheet December 25, 2016 December 27, 2015 2017 Notes Conversion Derivative Other liabilities $ 164 $ 10,440 |
Derivative Instruments, Gain (Loss) [Table Text Block] | The following table summarizes the net gain on changes in fair value (in thousands) related to the 2017 Notes Hedges and 2017 Notes Conversion Derivative: Fiscal year ended December 25, 2016 December 27, 2015 2017 Notes Hedges $ — $ (10,236 ) 2017 Notes Conversion Derivative 8,207 16,408 Net gain on changes in fair value $ 8,207 $ 6,172 |
2021 Derivatives [Member] | |
Derivatives, Fair Value [Line Items] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table summarizes the fair value and the presentation in the consolidated balance sheet (in thousands) of the 2021 Notes Hedges and 2021 Notes Conversion Derivative: Location on consolidated balance sheet December 25, 2016 2021 Notes Hedges Other assets $ 159,095 2021 Notes Conversion Derivative Other liabilities $ 161,601 |
Derivative Instruments, Gain (Loss) [Table Text Block] | The following table summarizes the net gain on changes in fair value (in thousands) related to the 2021 Notes Hedges and 2021 Notes Conversion Derivative: Fiscal year ended December 25, 2016 2021 Notes Hedges $ 59,278 2021 Notes Conversion Derivative (44,377 ) Net gain on changes in fair value $ 14,901 |
Assets [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table depicts the impact that a 10% change in the stock price volatility would have on the fair value of the 2020 Notes Hedges and 2021 Notes Hedges (in thousands except for percentages): Stock price volatility Fair value at December 25, 2016 Fair value with 10% decrease in stock price volatility Fair value with 10% increase in stock price volatility 2020 Notes Hedges 34.81% $ 77,232 $ 46,017 $ 108,566 2021 Notes Hedges 36.76% $ 159,095 $ 128,733 $ 188,581 |
Liability [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table depicts the impact that a 10% change in the stock price volatility would have on the fair value of the 2017 Notes Conversion Derivative, 2020 Notes Conversion Derivative, and 2021 Notes Conversion Derivative (in thousands except for percentages): Stock price volatility Fair value at December 25, 2016 Fair value with 10% decrease in stock price volatility Fair value with 10% increase in stock price volatility 2017 Notes Conversion Derivative 34.94% $ 164 $ 103 $ 226 2020 Notes Conversion Derivative 34.81% $ 77,758 $ 45,616 $ 110,119 2021 Notes Conversion Derivative 36.76% $ 161,601 $ 129,991 $ 192,664 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consists of the following (in thousands): December 25, 2016 December 27, 2015 1 Land and land improvements $ 1,952 $ 1,986 Buildings 40,570 36,746 Machinery and equipment 45,141 38,003 Furniture, fixtures and office equipment 125,844 98,521 Construction in progress 7,058 21,505 Surgical instruments 147,713 134,655 368,278 331,416 Less: Accumulated depreciation (166,546 ) (107,160 ) $ 201,732 $ 224,256 |
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 25, 2016 December 27, 2015 Buildings $ 15,529 $ 12,408 Machinery and equipment 5,356 3,302 20,885 15,710 Less: Accumulated depreciation (4,482 ) (3,052 ) $ 16,403 $ 12,658 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
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 25, 2016 , are as follows (in thousands): U.S. Lower Extremities U.S. Upper Extremities International Extremities Total Goodwill at December 27, 2015 1 $ 221,327 $ 555,312 $ 90,350 $ 866,989 Goodwill adjustment associated with Wright/Tornier merger (2,802 ) 3,357 (14,223 ) $ (13,668 ) Foreign currency translation — — (2,279 ) $ (2,279 ) Goodwill at December 25, 2016 $ 218,525 $ 558,669 $ 73,848 $ 851,042 |
Components of Identifiable Assets Table | The components of our identifiable intangible assets, net are as follows (in thousands): December 25, 2016 December 27, 2015 1 Cost Accumulated amortization Cost Accumulated amortization Indefinite life intangibles: IPRD technology $ 938 $ 15,290 Finite life intangibles: Distribution channels 900 $ 374 250 $ 219 Completed technology 133,966 26,550 122,604 14,828 Licenses 4,868 1,115 4,868 703 Customer relationships 122,974 15,133 115,457 7,918 Trademarks 13,950 6,881 14,440 3,393 Non-compete agreements 11,810 7,833 7,521 2,917 Other 524 247 527 51 Total finite life intangibles 288,992 $ 58,133 265,667 $ 30,029 Total intangibles 289,930 280,957 Less: Accumulated amortization (58,133 ) (30,029 ) Intangible assets, net $ 231,797 $ 250,928 |
Long-Term Debt and Capital Le40
Long-Term Debt and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments | Debt and capital lease obligations consist of the following (in thousands): December 25, 2016 December 27, 2015 Capital lease obligations $ 14,892 $ 13,763 2021 Notes 280,811 — 2020 Notes 1 482,364 489,006 2017 Notes 1 1,971 55,865 Asset-based line of credit 30,000 — Mortgages 2,544 2,740 Shareholder debt 1,773 1,998 814,355 563,372 Less: current portion (33,948 ) (2,171 ) $ 780,407 $ 561,201 |
Schedule of Maturities of Long-term Obligations | Aggregate annual maturities of our current and long-term obligations at December 25, 2016 , excluding capital lease obligations and the ABL Facility, are as follows (in thousands): 2017 $ 2,587 2018 490 2019 204 2020 587,650 2021 395,000 Thereafter 2,911 $ 988,842 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | At December 25, 2016 , future minimum lease payments under capital lease obligations, together with the present value of the net minimum lease payments, are as follows (in thousands): 2017 $ 2,294 2018 2,244 2019 2,164 2020 2,013 2021 1,720 Thereafter 7,823 Total minimum payments 18,258 Less amount representing interest (3,366 ) Present value of minimum lease payments 14,892 Current portion (1,360 ) Long-term portion $ 13,532 |
2017convertibledebt [Member] | |
Debt Instrument [Line Items] | |
Components Of Convertible Debt | The components of the 2017 Notes were as follows (in thousands): December 25, 2016 December 27, 2015 Principal amount of 2017 Notes $ 2,026 $ 60,000 Unamortized debt discount (47 ) (3,495 ) Unamortized debt issuance costs (8 ) (640 ) Net carrying amount of 2017 Notes 1 $ 1,971 $ 55,865 |
2021 Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
Components Of Convertible Debt | The components of the 2021 Notes were as follows (in thousands): December 25, 2016 Principal amount of 2021 Notes $ 395,000 Unamortized debt discount (107,441 ) Unamortized debt issuance costs (6,748 ) Net carrying amount of 2021 Notes $ 280,811 |
2020 convertibledebt [Member] | |
Debt Instrument [Line Items] | |
Components Of Convertible Debt | The components of the 2020 Notes were as follows (in thousands): December 25, 2016 December 27, 2015 Principal amount of 2020 Notes $ 587,500 $ 632,500 Unamortized debt discount (93,749 ) (127,953 ) Unamortized debt issuance costs (11,387 ) (15,541 ) Net carrying amount of 2020 Notes 1 $ 482,364 $ 489,006 |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
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 fiscal years ended December 31, 2014 , December 27, 2015 , and December 25, 2016 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 ) Other comprehensive income loss, net of tax (8,977 ) — — (8,977 ) Balance December 25, 2016 $ (19,461 ) $ — $ — $ (19,461 ) ___________________________ 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. 25, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Before Income Taxes | The components of our loss from continuing operations before income taxes are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 U.S. $ (140,190 ) $ (225,473 ) $ (242,998 ) Foreign 1 (38,150 ) (15,535 ) (3,832 ) Loss from continuing operations before income taxes 1 $ (178,340 ) $ (241,008 ) $ (246,830 ) |
Components of Provision for Income Taxes | The components of our benefit for income taxes are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 Current provision (benefit): U.S.: Federal $ (1,971 ) $ — $ (48 ) State (281 ) 255 198 Foreign 1 3,860 562 1,674 Total current provision 1 1,608 817 1,824 Deferred (benefit) provision: U.S.: Federal 1,244 (1,450 ) (3,164 ) State 142 (166 ) (1,411 ) Foreign 1 (16,400 ) (2,853 ) (3,583 ) Total deferred benefit 1 (15,014 ) (4,469 ) (8,158 ) Total benefit for income taxes 1 $ (13,406 ) $ (3,652 ) $ (6,334 ) |
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 for continuing operations is as follows: Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014 Income tax benefit at statutory rate 35.0 % 35.0 % 35.0 % State income taxes 2.9 % 3.7 % 1.8 % Change in valuation allowance (32.6 )% (36.5 )% (15.9 )% CVR fair market value adjustment (1.7 )% 1.1 % (17.7 )% Foreign income tax rate differential 1 3.3 % (0.9 )% 0.2 % Other, net 0.6 % (0.7 )% (0.8 )% Total 1 7.5 % 1.7 % 2.6 % |
Significant Components of Deferred Income Taxes | The significant components of our deferred income taxes as of December 25, 2016 and December 27, 2015 are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 Deferred tax assets: Net operating loss carryforwards $ 333,282 $ 289,715 General business credit carryforwards 5,671 6,121 Reserves and allowances 158,834 52,482 Share-based compensation expense 20,818 18,423 Convertible debt notes and conversion options 28,437 46,631 Other 1,173 6,720 Valuation allowance (479,404 ) (336,060 ) Total deferred tax assets 68,811 84,032 Deferred tax liabilities: Depreciation 10,055 8,455 Intangible assets 52,123 58,266 Convertible notes bond hedges 30,120 49,826 Other 2,565 6,660 Total deferred tax liabilities 94,863 123,207 Net deferred tax liabilities $ (26,052 ) $ (39,175 ) |
Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance at December 28, 2015 $ 9,941 Additions for tax positions related to current year 407 Additions for tax positions of prior years 721 Reductions for tax positions of prior years (2,657 ) Settlements (74 ) Foreign currency translation (243 ) Balance at December 25, 2016 $ 8,095 |
Other Balance Sheet Informati43
Other Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Other Long-Term Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities [Table Text Block] | Accrued expenses and other current liabilities consist of the following (in thousands): December 25, 2016 December 27, 2015 Employee bonuses $ 28,791 $ 27,515 Other employee benefits 1 20,383 21,366 Royalties 1 8,534 11,676 Taxes other than income 19,559 18,895 Commissions 16,891 15,196 Professional and legal fees 11,031 21,048 Contingent consideration ( Note 6 ) 1,330 792 Product liability and other legal accruals ( Note 16 ) 264,827 16,630 Other 36,358 38,053 $ 407,704 $ 171,171 |
Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): December 25, 2016 December 27, 2015 Product liability reserves ( Note 16 ) $ 21,605 $ 13,990 Notes Conversion Derivatives ( Note 6 ) 239,523 139,547 Contingent consideration and CVRs ( Note 6 ) 37,918 29,858 Other 22,201 25,179 $ 321,247 $ 208,574 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
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 25, 2016 December 27, 2015 December 31, 2014 Weighted-average number of ordinary shares outstanding — basic 1 102,968 64,808 51,293 Ordinary share equivalents — — — Weighted-average number of ordinary shares outstanding — diluted 1 102,968 64,808 51,293 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended | |
Dec. 25, 2016 | 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 25, 2016 December 27, 2015 December 31, 2014 Total cost of share-based payment plans $ 14,406 $ 24,716 $ 11,287 Amounts capitalized into inventory (416 ) (51 ) (66 ) Amortization of capitalized amounts 426 299 266 Charged against income before income taxes 14,416 24,964 11,487 Amount of related income tax benefit recognized in income — — — Impact to net loss from continuing operations $ 14,416 $ 24,964 $ 11,487 Impact to net loss from discontinued operations — — 8,845 Impact to net loss $ 14,416 $ 24,964 $ 20,332 Impact to basic and diluted loss per share, continuing operations 1 $ 0.14 $ 0.39 $ 0.22 Impact to basic and diluted loss per share 1 $ 0.14 $ 0.39 $ 0.40 Weighted-average number of shares outstanding - basic and diluted 1 102,968 64,808 51,293 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Option Valuation Assumptions | 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 25, 2016 December 27, 2015 December 31, 2014 Risk-free interest rate 1.1% - 1.4% 1.4% - 1.6% 1.5% - 1.8% Expected option life 6 years 6 years 6 years Expected price volatility 34% 33% 31% | |
Schedule of Stock Option Activity | A summary of our stock option activity during 2016 is as follows: Shares (000’s) Weighted-average exercise price Weighted-average remaining contractual life Aggregate intrinsic value* ($000’s) Outstanding at December 27, 2015 8,950 $ 21.66 Granted 1,870 21.16 Exercised (440) 19.23 Forfeited or expired (892) 21.38 Outstanding at December 25, 2016 9,488 $ 21.70 7.0 $ 22,235 Exercisable at December 25, 2016 5,948 $ 22.18 5.7 $ 13,698 ________________________________ * The aggregate intrinsic value is calculated as the difference between the market value of our ordinary shares as of December 25, 2016 and the exercise price of the options. The market value as of December 25, 2016 was $23.31 per share, which is the closing sale price of our ordinary shares on December 23, 2016, the last trading day prior to December 25, 2016 , as reported by the NASDAQ Global Select Market. | |
Schedule of Stock Options Outstanding and Exercisable by Exercise Price Range | A summary of our stock options outstanding and exercisable at December 25, 2016 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 — $16.00 327 3.5 $ 13.40 327 $ 13.40 $16.01 — $24.00 7,858 7.4 20.95 4,320 20.99 $24.01 — $35.87 1,303 5.7 28.32 1,301 28.33 9,488 7.0 $ 21.70 5,948 $ 22.18 | |
Nonvested Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Other Share-based Compensation, Activity | A summary of our restricted stock unit activity during 2016 is as follows: Shares (000’s) Weighted-average grant-date fair value Aggregate intrinsic value* ($000’s) Unvested at December 27, 2015 1,133 $ 20.63 Granted 706 21.17 Vested (298 ) 20.63 Forfeited (206 ) 20.70 Unvested at December 25, 2016 1,335 $ 20.91 $ 31,112 ___________________ * The aggregate intrinsic value is calculated as the market value of our ordinary shares as of December 25, 2016 . The market value as of December 25, 2016 was $23.31 per share, which is the closing sale price of our ordinary shares on December 23, 2016, the last trading day prior to December 25, 2016 , as reported by the NASDAQ Global Select Market. | |
Inducement Grant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Stock Option Activity | A summary of our inducement grant stock option activity during 2016 is as follows: Shares (000’s) Weighted-average exercise price Weighted-average remaining contractual life Aggregate intrinsic value* ($000’s) Outstanding at December 27, 2015 917 $ 16.69 Granted — — Exercised — — Forfeited or expired — — Outstanding at December 25, 2016 917 $ 16.69 5.0 $ 6,071 Exercisable at December 25, 2016 917 $ 16.69 5.0 $ 6,071 ________________________________ * The aggregate intrinsic value is calculated as the difference between the market value of ordinary shares as of December 25, 2016 and the exercise price of the shares. The market value as of December 25, 2016 was $23.31 per share, which is the closing sale price of our ordinary shares on December 23, 2016, the last trading day prior to December 25, 2016 , as reported by the NASDAQ Global Select Market. | |
Schedule of Stock Options Outstanding and Exercisable by Exercise Price Range | A summary of our inducement grant stock options outstanding and exercisable at December 25, 2016 , 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 7.80 $ 15.57 696 $ 15.57 $16.01 — $35.87 221 5.80 20.22 221 20.22 917 3.00 $ 16.69 917 $ 16.69 | |
Employee Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Option Valuation Assumptions | In applying the Black-Scholes methodology to purchase rights granted under the ESPP, we used the following assumptions: Fiscal year ended December 25, 2016 Risk-free interest rate 1.2% - 1.3% Expected option life 3 months Expected price volatility 33% | |
Schedule of Employee Stock Purchase Plan, Valuation Assumptions | 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 Risk-free interest rate 0.3% - 0.6% Expected option life 6 months Expected price volatility 31% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases | 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 25, 2016 (in thousands): 2017 $ 9,740 2018 7,823 2019 5,596 2020 4,106 2021 3,528 Thereafter 8,295 $ 39,088 |
Long-term Purchase Commitment [Table Text Block] | Purchase Obligations We have entered into certain supply agreements for our products which include minimum purchase obligations. As of December 25, 2016, we have minimum purchase obligations of $1.5 million and $3 million for 2017 and 2018, respectively. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our consolidated balance sheets that sum to the totals of the same such amounts shown in the consolidated statements of cash flows (in thousands): December 25, 2016 December 27, 2015 Cash and cash equivalents $ 262,265 $ 139,804 Restricted cash 150,000 — Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 412,265 $ 139,804 |
Quarterly Results of Operatio48
Quarterly Results of Operations (Tables) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | ||
Schedule of Quarterly Financial Information | 2016 First quarter 1 Second quarter Third quarter Fourth quarter Net sales $ 169,291 $ 170,716 $ 157,332 $ 193,023 Cost of sales 46,666 49,009 46,149 50,583 Gross profit 122,625 121,707 111,183 142,440 Operating expenses: Selling, general and administrative 134,746 136,483 129,840 140,489 Research and development 12,116 12,108 12,481 13,809 Amortization of intangible assets 6,457 7,484 7,466 7,434 Total operating expenses 153,319 156,075 149,787 161,732 Operating loss $ (30,694 ) $ (34,368 ) $ (38,604 ) $ (19,292 ) Net loss from continuing operations, net of tax $ (40,193 ) $ (42,031 ) $ (52,709 ) $ (30,002 ) Loss from discontinued operations, net of tax $ (7,799 ) $ (187,329 ) $ (57,436 ) $ (14,874 ) Net loss $ (47,992 ) $ (229,360 ) $ (110,145 ) $ (44,876 ) Net loss, continuing operations per share, basic and diluted $ (0.39 ) $ (0.41 ) $ (0.51 ) $ (0.29 ) Net loss per share, basic and diluted $ (0.47 ) $ (2.23 ) $ (1.07 ) $ (0.43 ) Weighted-average number of shares outstanding-basic and diluted 102,704 102,785 103,072 103,309 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Segment Data [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Total assets by business segment as of December 25, 2016 and December 27, 2015 are as follows (in thousands): December 25, 2016 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate Assets held for sale Total Total assets $ 491,531 $ 845,102 $ 264,680 $ 689,273 $ — $ 2,290,586 December 27, 2015 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate Assets held for sale Total Total assets $ 490,798 $ 833,432 $ 365,621 $ 333,473 $ 50,170 $ 2,073,494 Selected financial information related to our segments is presented below for the fiscal years ended December 25, 2016 , December 27, 2015 , and December 31, 2014 (in thousands): Fiscal year ended December 25, 2016 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 300,847 $ 206,700 $ 182,815 $ — $ 690,362 Depreciation expense 13,000 11,190 11,427 20,213 55,830 Amortization expense — — — 28,841 28,841 Segment operating income (loss) $ 85,645 $ 65,231 $ 5,872 $ (202,261 ) $ (45,513 ) Other: Inventory step-up amortization 37,689 Transaction and transition expenses 32,300 Product rationalization 4,074 Legal settlement 1,800 Management changes 1,348 Costs associated with new convertible debt 234 Operating loss (122,958 ) Interest expense, net 58,530 Other income, net (3,148 ) Loss before income taxes $ (178,340 ) Capital expenditures $ 13,145 $ 10,101 $ 13,517 $ 13,336 $ 50,099 Fiscal year ended December 27, 2015 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 239,748 $ 60,075 $ 105,503 $ — $ 405,326 Depreciation expense 10,502 1,092 5,795 12,119 29,508 Amortization expense — — — 16,754 16,754 Segment operating income (loss) $ 39,008 $ 21,394 $ (5,567 ) $ (136,836 ) $ (82,001 ) Other: Inventory step-up amortization 10,315 Due diligence, transaction and transition expenses 82,195 Share-based compensation acceleration 14,190 Distributor conversions and non-competes 65 Operating loss (188,766 ) Interest expense, net 41,358 Other expense (income), net 10,884 Loss before income taxes $ (241,008 ) Capital expenditures $ 25,410 $ 6,903 $ 7,140 $ 4,213 $ 43,666 Fiscal year ended December 31, 2014 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 196,766 $ 15,311 $ 85,950 $ — $ 298,027 Depreciation expense 9,006 701 3,046 5,703 18,456 Amortization expense — — — 10,027 10,027 Segment operating income (loss) $ 29,200 $ 6,582 $ (3,187 ) $ (94,828 ) $ (62,233 ) Other: Inventory step-up amortization 1,535 Distributor conversion and non-compete charges 2,071 Patent dispute settlement 900 Management changes 1,203 Acquisition due diligence, transaction and transition expenses 19,964 Tornier merger costs 11,900 Operating loss (99,806 ) Interest expense, net 17,398 Other expense, net 129,626 Loss before income taxes $ (246,830 ) Capital expenditures $ 23,949 $ 1,864 $ 6,486 $ 16,304 $ 48,603 |
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 25, 2016 December 27, 2015 1 December 31, 2014 U.S. Lower extremities $ 222,936 $ 187,096 $ 148,631 Upper extremities 201,579 58,756 15,311 Biologics 74,603 50,583 45,494 Sports med & other 8,429 3,388 2,641 Total U.S. $ 507,547 $ 299,823 $ 212,077 International Lower extremities $ 62,701 $ 51,200 $ 47,001 Upper extremities 86,502 24,789 11,312 Biologics 18,883 19,652 20,590 Sports med & other 14,729 9,862 7,047 Total International $ 182,815 $ 105,503 $ 85,950 Total $ 690,362 $ 405,326 $ 298,027 |
Revenue from External Customers by Geographic Areas [Table Text Block] | Net sales by geographic region are as follows (in thousands): Fiscal year ended December 25, 2016 December 27, 2015 1 December 31, 2014 Net sales by geographic region: United States $ 507,547 $ 299,823 $ 212,077 EMEA 117,268 62,662 48,991 Other 65,547 42,841 36,959 Total $ 690,362 $ 405,326 $ 298,027 |
Schedule II - Valuation and Q50
Schedule II - Valuation and Qualifying Accounts Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
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 25, 2016 $ 1,189 $ 3,475 $ (195 ) $ 4,469 December 27, 2015 $ 930 $ (878 ) $ 1,137 $ 1,189 December 31, 2014 $ 272 $ (684 ) $ 1,342 $ 930 |
Organization and Description 51
Organization and Description of Business (Details) | Dec. 25, 2016 | Oct. 01, 2015 |
Business Acquisition [Line Items] | ||
Number of countries in which entity operates | 50 | |
Tornier N.V. [Member] | Tornier N.V. [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 48.00% | |
Wright Medical Group, Inc. [Member] | Tornier N.V. [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 52.00% |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 25, 2016 | |
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) | 4 years |
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) | 40 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 Accoun53
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 25, 2016 | |
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 | 5 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 | 3 years |
Other intangible assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts and Concentration of Credit Risk (Details) - USD ($) $ in Millions | Dec. 25, 2016 | Dec. 27, 2015 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 4.5 | $ 1.2 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Assets | |||
Cash and cash equivalents | $ 262,265 | $ 139,804 | |
Cash and cash equivalents | 262,265 | 139,804 | |
Liabilities | |||
Derivative Liability, Fair Value, Gross Liability | 239,523 | 139,547 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 8,688 | (7,571) | $ 125,012 |
Fair Value, Measurements, Recurring [Member] | |||
Available-for-sale marketable securities | |||
Total assets | 648,592 | 267,562 | |
Liabilities | |||
Total liabilities | 278,771 | 170,197 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Available-for-sale marketable securities | |||
Total assets | 412,265 | 139,804 | |
Liabilities | |||
Total liabilities | 36,999 | 28,310 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Available-for-sale marketable securities | |||
Total assets | 0 | 0 | |
Liabilities | |||
Total liabilities | 0 | 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 assets | 236,327 | 127,758 | |
Liabilities | |||
Total liabilities | 241,772 | 141,887 | |
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 36,999 | 28,310 | |
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 36,999 | 28,310 | |
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 0 | 0 | |
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 0 | 0 | |
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 2,249 | 2,340 | |
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 0 | 0 | |
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | 0 | 0 | |
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Contingent Consideration Fair Value | $ 2,249 | $ 2,340 |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Interest | $ 18,678 | $ 11,198 | $ 6,518 |
Income taxes | $ 4,334 | $ 1,051 | $ 1,525 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | ||
Business Acquisition [Line Items] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | $ 3,000 | |||
Purchase Price Discontinued Operations | $ 283,000 | |||
Summary of Significant Accounting Policies [Abstract] | ||||
Inventory write-down | $ 22,046 | 14,218 | 3,967 | [1] |
Stock-based compensation expense | 14,400 | 25,000 | 11,500 | |
Contingent consideration at fair value, current | 1,330 | 792 | ||
Gain (loss) on foreign currency contracts not designated as hedging instruments | (800) | $ (300) | $ 400 | |
Continuing Operations [Member] | ||||
Summary of Significant Accounting Policies [Abstract] | ||||
Inventory write-down | $ 21,500 | |||
[1] | the 2014 balances were reclassified to show separate presentation related to provision for excess and obsolete inventory. |
Summary of Significant Accoun58
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 | Feb. 13, 2015 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Jun. 30, 2015 | Dec. 25, 2016 | Dec. 27, 2015 |
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 | $ 400 | $ 400 | $ 3,600 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (100) | $ (100) | $ (300) | ||||
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 | 164 | 164 | 10,440 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 49,000 | 2,069 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (8,207) | ||||||
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 | $ 2,249 | 2,249 | $ 2,340 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 1,035 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 125 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ (155) | $ 592 | |||||
2017 Notes Conversion Derivative [Member] | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Fair Value Assumptions, Expected Volatility Rate | 34.94% |
Summary of Significant Accoun59
Summary of Significant Accounting Policies Shipping and Handling (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Shipping, Handling and Transportation Costs | $ 17.9 | $ 9.8 | $ 7.6 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Oct. 21, 2016 | Oct. 01, 2015 | Sep. 30, 2015 | Feb. 05, 2014 | Jan. 30, 2014 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 26, 2016 | Sep. 25, 2016 | Sep. 30, 2014 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | ||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | $ 600 | $ (13,668) | |||||||||||||||||||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 100 | $ 300 | $ 400 | ||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||||||||||||||||||||||
Goodwill | $ 851,042 | $ 866,989 | $ 851,042 | $ 866,989 | |||||||||||||||||||||
InventoryStepUpAmortizationExpenseContinuingOperations | 37,689 | 10,315 | $ 1,535 | ||||||||||||||||||||||
Amortization of intangible assets | 7,434 | $ 7,466 | 7,484 | 6,457 | [1] | 9,013 | [2] | $ 2,562 | $ 2,565 | $ 2,614 | 28,841 | 16,754 | [3] | 10,027 | [3] | ||||||||||
Allowance for Doubtful Accounts Receivable, Recoveries | $ 10,100 | ||||||||||||||||||||||||
Business Combination, Acquisition Related Costs, Transaction | 82,195 | 19,964 | |||||||||||||||||||||||
Business Combination, Acquisition Related Costs, Transition Costs | 32,300 | ||||||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 8,688 | (7,571) | 125,012 | ||||||||||||||||||||||
Stock-based compensation expense | 14,400 | 25,000 | 11,500 | ||||||||||||||||||||||
Purchase Price Discontinued Operations | 283,000 | ||||||||||||||||||||||||
Tornier N.V. [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Common Stock, Conversion Features | 1.0309 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 615,490 | 574,076 | |||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Cash and Cash Equivalents (Deprecated 2013-01-31) | $ 30,117 | ||||||||||||||||||||||||
Business Combination, Acquired Receivables, Fair Value | 63,797 | ||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory (Deprecated 2013-01-31) | 138,659 | ||||||||||||||||||||||||
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 | 122,927 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 213,600 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | (31,878) | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 366,924 | ||||||||||||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 307,400 | 73,300 | |||||||||||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 24,000 | 13,400 | |||||||||||||||||||||||
Amortization of intangible assets | 16,800 | 4,000 | |||||||||||||||||||||||
Business Combination, Integration Related Costs | 7,900 | 6,500 | 7,100 | $ 10,800 | 20,100 | ||||||||||||||||||||
Business Combination, Consideration Transferred | 1,034,235 | ||||||||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | (293,055) | (329,961) | |||||||||||||||||||||||
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 | 588,413 | ||||||||||||||||||||||||
Current liabilities | (101,623) | ||||||||||||||||||||||||
Long-term debt | (79,554) | ||||||||||||||||||||||||
Other non-current liabilities | (8,434) | ||||||||||||||||||||||||
Total liabilities assumed | (221,489) | ||||||||||||||||||||||||
Goodwill | 667,311 | ||||||||||||||||||||||||
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 | $ 2,900 | $ 400 | |||||||||||||||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 5,100 | ||||||||||||||||||||||||
WG Healthcare [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Contingent Consideration Fair Value | 400 | 600 | 400 | 600 | |||||||||||||||||||||
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, Gross Contractual Amount | 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 And Indefinite Lived Intangible Assets [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | 9,400 | ||||||||||||||||||||||||
Customer Relationships [Member] | Tornier N.V. [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 99,900 | ||||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||||||||||||||||||||
Customer Relationships [Member] | Solana [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 9,300 | ||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Useful Life | 12 years | ||||||||||||||||||||||||
Customer Relationships [Member] | OrthoPro [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 4,200 | ||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Useful Life | 12 years | ||||||||||||||||||||||||
Technology-Based Intangible Assets [Member] | Tornier N.V. [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 89,500 | ||||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||||||||||||
In Process Research and Development [Member] | Tornier N.V. [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 15,900 | ||||||||||||||||||||||||
Trade Names [Member] | Tornier N.V. [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 8,300 | ||||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years 7 months 6 days | ||||||||||||||||||||||||
Completed Technology [Member] | Solana [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 11,700 | ||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Useful Life | 10 years | ||||||||||||||||||||||||
Completed Technology [Member] | OrthoPro [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 3,400 | ||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Useful Life | 10 years | ||||||||||||||||||||||||
Trademarks [Member] | Solana [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 600 | ||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Useful Life | 2 years | ||||||||||||||||||||||||
Trademarks [Member] | OrthoPro [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 200 | ||||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Useful Life | 2 years | ||||||||||||||||||||||||
Net Working Capital [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | 2,100 | $ 500 | |||||||||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | 200 | ||||||||||||||||||||||||
Other Noncurrent Liabilities [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | $ 4,700 | ||||||||||||||||||||||||
Large Joints [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill | $ 0 | $ 9,355 | $ 0 | $ 9,355 | |||||||||||||||||||||
Purchase Price Discontinued Operations | $ 29,700 | ||||||||||||||||||||||||
Net Working Capital Not Transferred in Disposal | $ 10,700 | ||||||||||||||||||||||||
[1] | Our first quarter 2016 results were restated for the divestiture of our Large Joints business. | ||||||||||||||||||||||||
[2] | 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, and have been restated for the divestiture of our Large Joints business. | ||||||||||||||||||||||||
[3] | The Corporate category primarily reflects general and administrative expenses not specifically associated with the U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics segments. These non-allocated corporate expenses relate to global administrative expenses that support all segments, including salaries and benefits of certain executive officers and expenses such as: information technology administration and support; corporate headquarters; legal, compliance, and corporate finance functions; insurance; and all share-based compensation. |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 21, 2016 | May 20, 2016 | Feb. 13, 2015 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | [1] | Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 103,309 | 103,072 | 102,785 | 102,704 | 102,659 | [2] | 52,750 | [3] | 52,631 | [3] | 52,437 | [3] | 102,968 | 64,808 | [4],[5],[6] | 51,293 | [4],[5],[6] | ||||
Loss Contingency, Receivable, Period Increase (Decrease) | $ 0 | $ 25,000 | $ 0 | ||||||||||||||||||
Payments for Legal Settlements | $ 1,800 | 1,800 | 900 | ||||||||||||||||||
Purchase Price Discontinued Operations | 283,000 | ||||||||||||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | (21,342) | 0 | 24,277 | ||||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ (14,874) | $ (57,436) | (187,329) | $ (7,799) | $ (14,624) | [2] | $ (36,211) | $ (7,009) | $ (3,500) | $ (267,439) | $ (61,345) | [7] | $ (19,187) | ||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax, Per Basic Share | $ 2.60 | $ 0.95 | $ 0.37 | ||||||||||||||||||
Loss Contingency Accrual, Period Increase (Decrease) | $ 4,000 | ||||||||||||||||||||
Goodwill, Written off Related to Sale of Business Unit | $ 25,800 | ||||||||||||||||||||
Goodwill | 851,042 | 866,989 | $ 851,042 | 866,989 | |||||||||||||||||
Repayments of Debt | $ 292,000 | ||||||||||||||||||||
Payments for Repurchase of Warrants | 3,319 | 59,803 | 0 | ||||||||||||||||||
Proceeds from Hedge, Financing Activities | 3,892 | 69,764 | 0 | ||||||||||||||||||
OrthoRecon Business [Member] | |||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||
Product Liability Accrual, Period Expense | 196,600 | ||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Revenue | 0 | 0 | 3,056 | ||||||||||||||||||
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 247,978 | 60,341 | 16,577 | ||||||||||||||||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 16,700 | 28,000 | 250,500 | ||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (247,978) | (60,341) | (13,521) | ||||||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | 0 | 5,666 | ||||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ (247,978) | $ (60,341) | $ (19,187) | ||||||||||||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax, Per Basic Share | $ (2.41) | $ (0.93) | [8] | $ (0.37) | [8] | ||||||||||||||||
Large Joints Business [Member] | |||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | $ 20,700 | ||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Inventory | 0 | 18,408 | 0 | $ 18,408 | |||||||||||||||||
Disposal Group, Including Discontinued Operation, Revenue | 35,318 | 10,135 | |||||||||||||||||||
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 20,244 | 5,633 | |||||||||||||||||||
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 18,808 | 5,021 | |||||||||||||||||||
Disposal Group, Including Discontinued Operation, Other Expense | 0 | 684 | |||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontiuned Operation Before Impairment Loss and Income Taxes | (3,734) | (1,203) | |||||||||||||||||||
Impairment of Long-Lived Assets to be Disposed of | $ 21,342 | 21,342 | 0 | ||||||||||||||||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 5,200 | 2,900 | |||||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (25,076) | (1,203) | |||||||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 5,615 | 199 | |||||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ (19,461) | $ (1,004) | |||||||||||||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax, Per Basic Share | $ (0.19) | $ (0.02) | [8] | ||||||||||||||||||
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets | 0 | 79 | $ 0 | $ 79 | |||||||||||||||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 0 | 16,513 | 0 | 16,513 | |||||||||||||||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 0 | 5,815 | 0 | 5,815 | |||||||||||||||||
Disposal Group, Including Discontinued Operation, Assets | 0 | 50,170 | 0 | 50,170 | |||||||||||||||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Current | 0 | 2,692 | 0 | 2,692 | |||||||||||||||||
Disposal Group, Including Discontinued Operation, Liabilities | 0 | 2,692 | 0 | 2,692 | |||||||||||||||||
Large Joints [Member] | |||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||
Purchase Price Discontinued Operations | $ 29,700 | ||||||||||||||||||||
Net Working Capital Not Transferred in Disposal | $ 10,700 | ||||||||||||||||||||
Goodwill | 0 | 9,355 | 0 | 9,355 | |||||||||||||||||
Disposal Group, Including Discontinued Operation, Assets | 0 | $ 50,170 | 0 | 50,170 | |||||||||||||||||
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 | ||||||||||||||||||||
CONSERVE (R) Metal-on-metal [Member] | |||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||
Loss Contingency, Receivable, Period Increase (Decrease) | $ 60,000 | ||||||||||||||||||||
2020 convertibledebt [Member] | |||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||
Extinguishment of Debt, Amount | 45,000 | ||||||||||||||||||||
Repayments of Debt | 45,000 | ||||||||||||||||||||
Payments for Repurchase of Warrants | $ 3,300 | ||||||||||||||||||||
Proceeds from Hedge, Financing Activities | 600 | ||||||||||||||||||||
2020 Conversion Derivative [Member] | |||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 400 | $ (450) | |||||||||||||||||||
2020 Conversion Derivative [Member] | |||||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||||
Derivative, Cash Received on Hedge | $ 4,000 | ||||||||||||||||||||
[1] | Our first quarter 2016 results were restated for the divestiture of our Large Joints business. | ||||||||||||||||||||
[2] | 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, and have been restated for the divestiture of our Large Joints business. | ||||||||||||||||||||
[3] | During 2015, we restated the first, second, and third quarter balances to meet post-merger valuations as described within Note 13. | ||||||||||||||||||||
[4] | During 2015, the 2014 balances were converted to meet post-merger valuations as described above. | ||||||||||||||||||||
[5] | The prior period weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13. | ||||||||||||||||||||
[6] | The prior year balances were converted to meet post-merger valuations as described in Note 13. | ||||||||||||||||||||
[7] | The 2015 results were restated for the divestiture of our Large Joints business. | ||||||||||||||||||||
[8] | The prior period weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Inventory Disclosure [Abstract] | |||
InventoryStepUpAmortizationExpenseContinuingOperations | $ 37,689 | $ 10,315 | $ 1,535 |
Inventory, Raw Materials, Net of Reserves | 15,319 | 18,057 | |
Inventory, Work in Process, Net of Reserves | 22,422 | 27,946 | |
Inventory, Finished Goods, Net of Reserves | 113,108 | 164,698 | |
Total Inventory | $ 150,849 | $ 210,701 |
Derivatives and Fair Value of63
Derivatives and Fair Value of Financial Instruments (Details) - USD ($) | May 20, 2016 | Feb. 13, 2015 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Jun. 30, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 |
Schedule of Marketable Securities [Line Items] | |||||||||
Cash and Cash Equivalents, at Carrying Value | $ 262,265,000 | $ 262,265,000 | $ 139,804,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 100,000 | $ 100,000 | $ 300,000 | ||||||
Cash and Cash Equivalents, Fair Value Disclosure | 262,265,000 | 262,265,000 | 139,804,000 | ||||||
Restricted Cash and Cash Equivalents, Current | 150,000,000 | 150,000,000 | 0 | ||||||
Derivative Liability, Fair Value, Gross Liability | 239,523,000 | 239,523,000 | 139,547,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 8,688,000 | (7,571,000) | $ 125,012,000 | ||||||
2017 Notes Conversion Derivative [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 34.94% | ||||||||
Derivative Liability, Fair Value, Gross Liability | 164,000 | $ 164,000 | 10,440,000 | ||||||
2020 Conversion Derivative [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 34.81% | ||||||||
Derivative Liability, Fair Value, Gross Liability | 77,758,000 | $ 77,758,000 | 129,107,000 | ||||||
2020 Notes Hedges [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Asset, Fair Value, Gross Asset | 77,232,000 | $ 77,232,000 | 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 | 6.00% | ||||||||
Wright Medical Group, Inc. [Member] | 2020 Conversion Derivative [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value Inputs, Entity Credit Risk | 3.03% | ||||||||
Wright Medical Group, Inc. [Member] | 2020 Notes Hedges [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 34.81% | ||||||||
DEUTSCHE BANK SUPER X [Member] | 2020 Notes Hedges [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value Inputs, Entity Credit Risk | 1.41% | ||||||||
JP Morgan Chase Bank [Member] | 2020 Notes Hedges [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value Inputs, Entity Credit Risk | 0.44% | ||||||||
WELLS FARGO LIQUIDITY CROSS ATS [Member] | 2020 Notes Hedges [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value Inputs, Entity Credit Risk | 0.30% | ||||||||
Fair Value, Measurements, Recurring [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Total Assets | 648,592,000 | $ 648,592,000 | 267,562,000 | ||||||
Total Liabilities | 278,771,000 | 278,771,000 | 170,197,000 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Total Assets | 412,265,000 | 412,265,000 | 139,804,000 | ||||||
Total Liabilities | 36,999,000 | 36,999,000 | 28,310,000 | ||||||
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 Assets | 0 | 0 | 0 | ||||||
Total Liabilities | 0 | 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 Assets | 236,327,000 | 236,327,000 | 127,758,000 | ||||||
Total Liabilities | 241,772,000 | 241,772,000 | 141,887,000 | ||||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Contingent Consideration Fair Value | 2,249,000 | 2,249,000 | 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 | 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 | 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 | 2,249,000 | 2,249,000 | 2,340,000 | ||||||
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Contingent Consideration Fair Value | 36,999,000 | 36,999,000 | 28,310,000 | ||||||
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 | 36,999,000 | 36,999,000 | 28,310,000 | ||||||
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 | 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 | 0 | ||||||
2021 Notes Hedges [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 159,095,000 | 159,095,000 | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 99,817,000 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 59,278,000 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||||||
2021 Notes Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Asset, Fair Value, Gross Asset | 159,095,000 | 159,095,000 | |||||||
2020 Notes Hedges [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 77,232,000 | 77,232,000 | 127,758,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 0 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | (46,634,000) | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (3,892,000) | ||||||||
2020 Notes Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Asset, Fair Value, Gross Asset | 77,232,000 | 77,232,000 | 127,758,000 | ||||||
2020 Notes Hedges [Member] | Fair Value, Measurements, Recurring [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Asset, Fair Value, Gross Asset | 127,758,000 | ||||||||
2020 Notes Hedges [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | 0 | ||||||
2020 Notes Hedges [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | 0 | ||||||
2021 Conversion Derivative [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 161,601,000 | 161,601,000 | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | (117,224,000) | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (44,377,000) | ||||||||
2021 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 161,601,000 | 161,601,000 | |||||||
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 | $ 400,000 | (450,000) | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 77,758,000 | 77,758,000 | 129,107,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 0 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 51,799,000 | ||||||||
2020 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 77,758,000 | 77,758,000 | 129,107,000 | ||||||
2020 Conversion Derivative [Member] | Fair Value, Measurements, Recurring [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 129,107,000 | ||||||||
Contingent Consideration [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 125,000 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 1,035,000 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 2,249,000 | 2,249,000 | 2,340,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 155,000 | (592,000) | |||||||
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 | $ 49,000,000 | 2,069,000 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 164,000 | 164,000 | 10,440,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 0 | ||||||||
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 | 8,207,000 | ||||||||
2017 Notes Conversion Derivative [Member] | Fair Value, Measurements, Recurring [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 10,440,000 | ||||||||
2017 Notes Conversion Derivative [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | 0 | ||||||
2017 Notes Conversion Derivative [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | 0 | ||||||
2017 Notes Conversion Derivative [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 10,440,000 | ||||||||
WG Healthcare [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Contingent Consideration Fair Value | 400,000 | 400,000 | 600,000 | ||||||
SSP - Distribution Business [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Contingent Consideration Fair Value | 1,700,000 | 1,700,000 | 1,500,000 | ||||||
SSP - Distribution Business [Member] | Contingent Consideration [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | (477,000) | ||||||||
2017 Convertible Debt [Member] | |||||||||
Schedule of Marketable Securities [Line Items] | |||||||||
Long-term Debt, Gross | $ 2,026,000 | $ 2,026,000 | $ 60,000,000 |
Derivatives and Fair Value of64
Derivatives and Fair Value of Financial Instruments - Fair Value of Financial Instruments (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | Aug. 31, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Stated percentage rate | 1.00% | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 8,688 | $ (7,571) | $ 125,012 | |
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | (800) | (300) | $ 400 | |
2017 Convertible Debt [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt, Gross | 2,026 | 60,000 | ||
Stated percentage rate | 2.00% | |||
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 2017 Convertible Debt [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Convertible senior notes | 2,100 | |||
Long-term Debt, Gross | $ 300,000 | |||
WG Healthcare [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Contingent Consideration Fair Value | $ 400 | $ 600 | ||
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 of65
Derivatives and Fair Value of Financial Instruments Derivatives (Details) - USD ($) $ in Thousands | May 20, 2016 | Feb. 13, 2015 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | Aug. 31, 2012 |
Derivatives, Fair Value [Line Items] | |||||||||||||||
Restricted Cash and Cash Equivalents, Current | $ 150,000 | $ 0 | $ 150,000 | $ 0 | |||||||||||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value | 400 | 3,600 | 400 | 3,600 | |||||||||||
Proceeds from 2017 bond hegdes settlement | $ 10,000 | ||||||||||||||
Long-term Debt | 988,842 | 988,842 | |||||||||||||
Debt Discount at Time of Issuance | $ 48,100 | ||||||||||||||
Payments for (Proceeds from) Hedge, Financing Activities | $ 56,200 | ||||||||||||||
Derivative Liability, Fair Value, Gross Liability | 239,523 | 139,547 | 239,523 | 139,547 | |||||||||||
Non Cash Adjustment Derivative Fair Value | $ 1,800 | $ 3,200 | $ 16,600 | $ 6,600 | (2,300) | $ (4,700) | $ (400) | $ (6,900) | $ 28,273 | 10,045 | $ (2,000) | ||||
Repayments of Debt | 292,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | |||||||||||||
Payments for Repurchase of Warrants | $ 3,319 | 59,803 | $ 0 | ||||||||||||
2021 Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 36.76% | ||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ (44,377) | ||||||||||||||
2021 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 59,278 | ||||||||||||||
2020 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Derivative Asset, Fair Value, Gross Asset | $ 77,232 | 127,758 | 77,232 | 127,758 | |||||||||||
Fair Value with 10% Decrease in Stock Price Volatility | 46,017 | 46,017 | |||||||||||||
Fair Value with 10% Increase in Stock Price Volatility | 108,566 | 108,566 | |||||||||||||
Derivative, Gain (Loss) on Derivative, Net | (46,634) | (17,085) | |||||||||||||
2017 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 0 | (10,236) | |||||||||||||
2017 Notes Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 34.94% | ||||||||||||||
Debt Discount at Time of Issuance | $ 48,100 | ||||||||||||||
Derivative Liability, Fair Value, Gross Liability | 164 | 10,440 | $ 164 | 10,440 | |||||||||||
Fair Value with 10% Decrease in Stock Price Volatility | 103 | 103 | |||||||||||||
Fair Value with 10% Increase in Stock Price Volatility | 226 | 226 | |||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 8,207 | 16,408 | |||||||||||||
Repayments of Debt | 240,000 | $ 4,000 | 240,000 | ||||||||||||
Derivative, Cash Received on Hedge | 70,000 | 70,000 | |||||||||||||
2020 Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 34.81% | ||||||||||||||
Debt Discount at Time of Issuance | $ 149,800 | ||||||||||||||
Derivative Liability, Fair Value, Gross Liability | 77,758 | 129,107 | $ 77,758 | 129,107 | |||||||||||
Fair Value with 10% Decrease in Stock Price Volatility | 45,616 | 45,616 | |||||||||||||
Fair Value with 10% Increase in Stock Price Volatility | 110,119 | 110,119 | |||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 51,799 | 20,677 | |||||||||||||
Derivative, Cash Received on Hedge | $ 4,000 | ||||||||||||||
2021 Convertible Debt [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 117,200 | 107,441 | 107,441 | ||||||||||||
2020 convertibledebt [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Extinguishment of Debt, Amount | 45,000 | ||||||||||||||
Repayments of Debt | 45,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||||||
Debt Instrument, Unamortized Discount | 93,749 | 127,953 | 93,749 | 127,953 | |||||||||||
Payments for Repurchase of Warrants | 3,300 | ||||||||||||||
2017 Convertible Debt [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Extinguishment of Debt, Amount | 54,400 | ||||||||||||||
Repayments of Debt | 56,000 | ||||||||||||||
Long-term Debt, Gross | 2,026 | 60,000 | 2,026 | 60,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||||||
Debt Instrument, Unamortized Discount | 47 | 3,495 | 47 | 3,495 | |||||||||||
Debt Instrument, Periodic Payment, Interest | $ 2,400 | ||||||||||||||
Payments for Repurchase of Warrants | $ 60,000 | 60,000 | |||||||||||||
2021 Change in Derivative fair Value [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Non Cash Adjustment Derivative Fair Value | (14,901) | ||||||||||||||
2017 Change in Derivative Fair Value [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Non Cash Adjustment Derivative Fair Value | (8,207) | (6,172) | |||||||||||||
2020 Change in Derivative Fair Value [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Non Cash Adjustment Derivative Fair Value | $ (5,165) | (3,592) | |||||||||||||
WELLS FARGO LIQUIDITY CROSS ATS [Member] | 2020 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.30% | ||||||||||||||
DEUTSCHE BANK SUPER X [Member] | 2020 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Inputs, Entity Credit Risk | 1.41% | ||||||||||||||
Wright Medical Group, Inc. [Member] | 2021 Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Inputs, Entity Credit Risk | 3.80% | ||||||||||||||
Wright Medical Group, Inc. [Member] | 2021 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 36.76% | ||||||||||||||
Wright Medical Group, Inc. [Member] | 2020 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 34.81% | ||||||||||||||
Wright Medical Group, Inc. [Member] | 2017 Notes Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Inputs, Entity Credit Risk | 6.00% | ||||||||||||||
Wright Medical Group, Inc. [Member] | 2020 Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Inputs, Entity Credit Risk | 3.03% | ||||||||||||||
JP Morgan Chase Bank [Member] | 2021 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.75% | ||||||||||||||
JP Morgan Chase Bank [Member] | 2020 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.44% | ||||||||||||||
Bank of America [Member] | 2021 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.65% | ||||||||||||||
Fair Value, Inputs, Level 3 [Member] | 2021 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Derivative Asset, Fair Value, Gross Asset | 159,095 | $ 159,095 | |||||||||||||
Fair Value with 10% Decrease in Stock Price Volatility | 128,733 | 128,733 | |||||||||||||
Fair Value with 10% Increase in Stock Price Volatility | 188,581 | 188,581 | |||||||||||||
2017 Notes Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 49,000 | 2,069 | |||||||||||||
2021 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Derivative Liability, Fair Value, Gross Liability | 161,601 | 161,601 | |||||||||||||
Fair Value with 10% Decrease in Stock Price Volatility | 129,991 | 129,991 | |||||||||||||
Fair Value with 10% Increase in Stock Price Volatility | 192,664 | 192,664 | |||||||||||||
Reported Value Measurement [Member] | 2021 Convertible Debt [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Long-term Debt, Gross | 395,000 | 395,000 | 395,000 | ||||||||||||
Reported Value Measurement [Member] | 2020 convertibledebt [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Long-term Debt, Gross | 632,500 | 587,500 | 632,500 | 587,500 | 632,500 | ||||||||||
Reported Value Measurement [Member] | 2017 Convertible Debt [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Long-term Debt, Gross | $ 300,000 | ||||||||||||||
2021 Convertible Debt [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Derivative, Cost of Hedge | 99,800 | ||||||||||||||
2020 Notes Hedges [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Derivative, Cost of Hedge | $ 144,800 | ||||||||||||||
WG Healthcare [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Contingent Consideration Fair Value | 400 | 600 | $ 400 | 600 | |||||||||||
Fair Value Inputs, Discount Rate | 12.00% | ||||||||||||||
SSP - Distribution Business [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Contingent Consideration Fair Value | $ 1,700 | $ 1,500 | $ 1,700 | $ 1,500 | |||||||||||
Fair Value Inputs, Discount Rate | 14.00% | ||||||||||||||
Debt Exchange [Member] | 2017 Notes Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 1,900 | ||||||||||||||
Debt Repayment [Member] | 2017 Notes Conversion Derivative [Member] | |||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 100 |
Property, Plant and Equipment66
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | $ 368,278 | $ 331,416 | |
Less: Accumulated depreciation | (166,546) | (107,160) | |
Property, plant and equipment, net | 201,732 | 224,256 | |
Depreciation | 55,830 | 28,390 | $ 18,456 |
Land and land improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 1,952 | 1,986 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 40,570 | 36,746 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 45,141 | 38,003 | |
Furniture, fixtures and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 125,844 | 98,521 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 7,058 | 21,505 | |
Surgical instruments [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | $ 147,713 | $ 134,655 |
Property, Plant and Equipment -
Property, Plant and Equipment - Capital Leases (Details) - USD ($) $ in Thousands | Dec. 25, 2016 | Dec. 27, 2015 |
Capital Leased Assets [Line Items] | ||
Capital leased property, plant and equipment, gross | $ 20,885 | $ 15,710 |
Less: Accumulated depreciation | (4,482) | (3,052) |
Capital leased property, plant and equipment, net | 16,403 | 12,658 |
Buildings [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased property, plant and equipment, gross | 15,529 | 12,408 |
Machinery and equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased property, plant and equipment, gross | $ 5,356 | $ 3,302 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 27, 2016 | Dec. 25, 2016 | Dec. 27, 2015 | Oct. 01, 2015 | |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Goodwill, Purchase Accounting Adjustments | $ 600 | $ (13,668) | ||
Total intangibles | 289,930 | $ 280,957 | ||
Less: Accumulated amortization | 58,133 | 30,029 | ||
Intangible assets, net | 231,797 | 250,928 | ||
Goodwill [Roll Forward] | ||||
Goodwill at December 31, 2012 | 866,989 | 866,989 | ||
Foreign currency translation | (2,279) | |||
Goodwill at December 31, 2013 | 851,042 | |||
Future amortization [Abstract] | ||||
2,014 | 27,200 | |||
2,015 | 22,100 | |||
2,016 | 20,400 | |||
2,017 | 19,800 | |||
2,018 | 19,600 | |||
Finite-Lived Intangible Assets [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 288,992 | 265,667 | ||
Less: Accumulated amortization | 58,133 | 30,029 | ||
Finite-Lived Intangible Assets [Member] | Distribution channels [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 900 | 250 | ||
Less: Accumulated amortization | 374 | 219 | ||
Finite-Lived Intangible Assets [Member] | Completed technology [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 133,966 | 122,604 | ||
Less: Accumulated amortization | 26,550 | 14,828 | ||
Finite-Lived Intangible Assets [Member] | Licenses [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 4,868 | 4,868 | ||
Less: Accumulated amortization | 1,115 | 703 | ||
Finite-Lived Intangible Assets [Member] | Customer Relationships [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 122,974 | 115,457 | ||
Less: Accumulated amortization | 15,133 | 7,918 | ||
Finite-Lived Intangible Assets [Member] | Trademarks [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 13,950 | 14,440 | ||
Less: Accumulated amortization | 6,881 | 3,393 | ||
Finite-Lived Intangible Assets [Member] | Noncompete Agreements [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 11,810 | 7,521 | ||
Less: Accumulated amortization | 7,833 | 2,917 | ||
Finite-Lived Intangible Assets [Member] | Other [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Definite life intangibles, Cost | 524 | 527 | ||
Less: Accumulated amortization | 247 | 51 | ||
Indefinite-Lived Intangible Assets [Member] | Completed technology [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Indefinite life intangibles | 938 | $ 15,290 | ||
Tornier N.V. [Member] | ||||
Goodwill [Roll Forward] | ||||
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 | $ 213,600 | |||
Large Joints [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill at December 31, 2012 | 9,355 | 9,355 | ||
Goodwill at December 31, 2013 | 0 | |||
Lower Extremities & Biologics [Member] | UNITED STATES | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Goodwill, Purchase Accounting Adjustments | (2,802) | |||
Goodwill [Roll Forward] | ||||
Goodwill at December 31, 2012 | 221,327 | 221,327 | ||
Foreign currency translation | 0 | |||
Goodwill at December 31, 2013 | 218,525 | |||
Upper Extremities [Member] | UNITED STATES | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Goodwill, Purchase Accounting Adjustments | 3,357 | |||
Goodwill [Roll Forward] | ||||
Goodwill at December 31, 2012 | 555,312 | 555,312 | ||
Foreign currency translation | 0 | |||
Goodwill at December 31, 2013 | 558,669 | |||
International Segment [Member] | Extremities & Biologics [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Goodwill, Purchase Accounting Adjustments | (14,223) | |||
Goodwill [Roll Forward] | ||||
Goodwill at December 31, 2012 | $ 90,350 | 90,350 | ||
Foreign currency translation | (2,279) | |||
Goodwill at December 31, 2013 | $ 73,848 |
Goodwill and Intangibles Narrat
Goodwill and Intangibles Narrative (Details) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 27, 2016 | Dec. 25, 2016 | Dec. 27, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Transfer of IPRD to Intangible Asset | $ 14,900 | ||
Goodwill | 851,042 | $ 866,989 | |
Goodwill, Purchase Accounting Adjustments | $ 600 | (13,668) | |
Large Joints [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 0 | 9,355 | |
UNITED STATES | Lower Extremities & Biologics [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 218,525 | 221,327 | |
Goodwill, Purchase Accounting Adjustments | (2,802) | ||
UNITED STATES | Upper Extremities [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 558,669 | 555,312 | |
Goodwill, Purchase Accounting Adjustments | 3,357 | ||
International Segment [Member] | Extremities & Biologics [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 73,848 | $ 90,350 | |
Goodwill, Purchase Accounting Adjustments | $ (14,223) |
Long-Term Debt and Capital Le70
Long-Term Debt and Capital Lease Obligations (Details) $ / shares in Units, shares in Millions | May 20, 2016USD ($)$ / sharesshares | Nov. 24, 2015$ / shares | Oct. 01, 2015USD ($)$ / shares | Feb. 13, 2015USD ($)$ / sharesshares | Aug. 31, 2008 | Dec. 25, 2016USD ($) | Sep. 25, 2016USD ($) | Jun. 26, 2016USD ($) | Mar. 27, 2016USD ($) | Mar. 31, 2015USD ($) | Sep. 25, 2016 | Dec. 25, 2016USD ($) | Dec. 27, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($) | Sep. 30, 2015$ / shares | Sep. 30, 2012USD ($) | Aug. 31, 2012USD ($)$ / shares | Dec. 31, 2008USD ($) | Jul. 29, 2008 | |
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Debt and capital lease obligations | $ 814,355,000 | $ 814,355,000 | $ 563,372,000 | ||||||||||||||||||
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 2,500,000 | $ 2,500,000 | |||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | 0.0075 | ||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 1.00% | ||||||||||||||||||||
Line of Credit Facility, Minimum Borrowing Capacity as Percentage of Available Borrowing Capacity | 20.00% | 20.00% | |||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | $ 2,544,000 | $ 2,544,000 | 2,740,000 | ||||||||||||||||||
Less: current portion | (33,948,000) | (33,948,000) | (2,171,000) | ||||||||||||||||||
Long-term debt and capital lease obligations | $ 780,407,000 | $ 780,407,000 | 561,201,000 | ||||||||||||||||||
Stated percentage rate | 1.00% | 1.00% | |||||||||||||||||||
Extinguishment of debt, amount | $ 102,974,000 | 240,000,000 | $ 3,768,000 | ||||||||||||||||||
Write off of pro-rata unamortized deferred financing fees and for bank and legal fees | $ 12,300,000 | 12,343,000 | 25,101,000 | 0 | |||||||||||||||||
Maturities of Long-term Obligations [Abstract] | |||||||||||||||||||||
2,014 | $ 2,587,000 | 2,587,000 | |||||||||||||||||||
2,015 | 490,000 | 490,000 | |||||||||||||||||||
2,016 | 204,000 | 204,000 | |||||||||||||||||||
2,017 | 587,650,000 | 587,650,000 | |||||||||||||||||||
2,018 | 395,000,000 | 395,000,000 | |||||||||||||||||||
Long term debt principal repayment due thereafter | 2,911,000 | 2,911,000 | |||||||||||||||||||
Long-term Debt | 988,842,000 | 988,842,000 | |||||||||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||||||||||
2,014 | 2,294,000 | 2,294,000 | |||||||||||||||||||
2,015 | 2,244,000 | 2,244,000 | |||||||||||||||||||
2,016 | 2,164,000 | 2,164,000 | |||||||||||||||||||
2,017 | 2,013,000 | 2,013,000 | |||||||||||||||||||
2,018 | 1,720,000 | 1,720,000 | |||||||||||||||||||
LongTermDebtMaturitiesRepaymentsOfPrincipalThereafter | 7,823,000 | 7,823,000 | |||||||||||||||||||
Total minimum payments | 18,258,000 | 18,258,000 | |||||||||||||||||||
Less amount representing interest | 3,366,000 | 3,366,000 | |||||||||||||||||||
Present value of minimum lease payments | 14,892,000 | 14,892,000 | |||||||||||||||||||
Current portion | 1,360,000 | 1,360,000 | |||||||||||||||||||
Long-term portion | 13,532,000 | 13,532,000 | |||||||||||||||||||
Debt Discount at Time of Issuance | $ 48,100,000 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | 10,800,000 | $ 10,500,000 | $ 8,200,000 | $ 7,100,000 | 900,000 | 2,900,000 | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 150,000,000 | 150,000,000 | |||||||||||||||||||
Repayments of Debt | $ 292,000,000 | ||||||||||||||||||||
Payments for Repurchase of Warrants | 3,319,000 | 59,803,000 | 0 | ||||||||||||||||||
Payments for (Proceeds from) Hedge, Financing Activities | $ 56,200,000 | ||||||||||||||||||||
Proceeds from Issuance of Warrants | 54,629,000 | 87,072,000 | $ 0 | ||||||||||||||||||
2021 Convertible Debt [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Debt and capital lease obligations | $ 280,811,000 | 280,811,000 | 0 | ||||||||||||||||||
Stated percentage rate | 2.25% | ||||||||||||||||||||
Maturity date | Nov. 15, 2021 | ||||||||||||||||||||
Debt instrument, convertible, conversion ratio | 46.8165 | ||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 21.36 | ||||||||||||||||||||
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) | $ 9,800,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.72% | 9.72% | |||||||||||||||||||
Long-term Debt, Fair Value | $ 497,000,000 | $ 497,000,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | $ (117,200,000) | (107,441,000) | (107,441,000) | ||||||||||||||||||
Incremental Common Shares Attributable to Call Options and Warrants | shares | 18.5 | ||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 54,600,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 30 | ||||||||||||||||||||
Unamortized Debt Issuance Expense | $ 7,300,000 | (6,700,000) | (6,700,000) | ||||||||||||||||||
Capital Lease Obligations [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Debt and capital lease obligations | 14,892,000 | 14,892,000 | 13,763,000 | ||||||||||||||||||
2017 Convertible Debt [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term Debt, Gross | 2,026,000 | 2,026,000 | 60,000,000 | ||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Debt and capital lease obligations | 1,971,000 | 1,971,000 | $ 55,865,000 | [1],[2] | |||||||||||||||||
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% | ||||||||||||||||||||
Extinguishment of Debt, Amount | 54,400,000 | ||||||||||||||||||||
Repayments of Debt | 56,000,000 | ||||||||||||||||||||
Payments for Repurchase of Warrants | $ 60,000,000 | $ 60,000,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | (47,000) | (47,000) | (3,495,000) | ||||||||||||||||||
Unamortized Debt Issuance Expense | (8,000) | (8,000) | (640,000) | ||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Debt and capital lease obligations | 30,000,000 | 30,000,000 | 0 | ||||||||||||||||||
2020 convertibledebt [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Debt and capital lease obligations | 482,364,000 | 482,364,000 | 489,006,000 | [2],[3] | |||||||||||||||||
Stated percentage rate | 2.00% | ||||||||||||||||||||
Maturity date | Feb. 15, 2020 | ||||||||||||||||||||
Write off of pro-rata unamortized deferred financing fees and for bank and legal fees | 9,300,000 | ||||||||||||||||||||
Debt instrument, deferred financing charges | 18,000,000 | 18,000,000 | |||||||||||||||||||
Debt instrument, convertible, conversion ratio | 33.3949 | 32.3939 | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 29.94 | $ 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) | 25,900,000 | 21,800,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.54% | ||||||||||||||||||||
Extinguishment of Debt, Amount | 45,000,000 | ||||||||||||||||||||
Repayments of Debt | 45,000,000 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1.5 | 21.1 | |||||||||||||||||||
Payments for Repurchase of Warrants | $ 3,300,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | (93,749,000) | (93,749,000) | (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 | |||||||||||||||||||
Unamortized Debt Issuance Expense | (11,387,000) | (11,387,000) | (15,541,000) | ||||||||||||||||||
Shareholder Debt- TRNX [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Notes Payable, Noncurrent | $ 1,773,000 | $ 1,773,000 | 1,998,000 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Line of Credit, Prepayment Penalty | 1.00% | 1.00% | |||||||||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.55% | 2.55% | |||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Line of Credit, Prepayment Penalty | 3.00% | 3.00% | |||||||||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.90% | 4.90% | |||||||||||||||||||
Midpoint [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Line of Credit, Prepayment Penalty | 2.00% | 2.00% | |||||||||||||||||||
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 | ||||||||||||||||||||
Derivative, Cash Received on Hedge | 4,000,000 | ||||||||||||||||||||
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 | $ 3,000,000 | 25,100,000 | ||||||||||||||||||
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 | 4,000,000 | 240,000,000 | ||||||||||||||||||
Derivative, Cash Received on Hedge | $ 70,000,000 | 70,000,000 | |||||||||||||||||||
Reported Value Measurement [Member] | 2021 Convertible Debt [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term Debt, Gross | 395,000,000 | $ 395,000,000 | 395,000,000 | ||||||||||||||||||
Reported Value Measurement [Member] | 2017 Convertible Debt [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term Debt, Gross | $ 300,000,000 | ||||||||||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||||||||||
Long-term Debt, Fair Value | 2,100,000 | 2,100,000 | |||||||||||||||||||
Reported Value Measurement [Member] | 2020 convertibledebt [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term Debt, Gross | 632,500,000 | 587,500,000 | 587,500,000 | $ 632,500,000 | |||||||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||||||||||
Long-term Debt, Fair Value | $ 629,000,000 | $ 629,000,000 | |||||||||||||||||||
2021 Convertible Debt [Member] | |||||||||||||||||||||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |||||||||||||||||||||
Derivative, Cost of Hedge | $ 99,800,000 | ||||||||||||||||||||
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% | ||||||||||||||||||||
Base Rate [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 3.00% | 3.00% | |||||||||||||||||||
Variable Income Interest Rate [Member] | |||||||||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 4.00% | 4.00% | |||||||||||||||||||
[1] | The prior period debt issuance costs were reclassified to account for adoption of ASU 2015-03 and ASU 2015-15 (See Note 2). | ||||||||||||||||||||
[2] | The prior period debt issuance costs were reclassified to account for adoptions of ASU 2015-03 and ASU 2015-15 (See Note 2). | ||||||||||||||||||||
[3] | The prior period debt issuance costs were reclassified to account for adoption of ASU 2015-03 and ASU 2015-15 (See Note 2). |
Accumulated Other Comprehensi71
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 25, 2016 | 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 | |||
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 | $ 0 | 1 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (19,461) | (10,484) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (8,977) | (12,882) | (17,840) | |
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 | 0 | 2,628 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (19,461) | (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 | 0 | (1) |
Minimum Pension Liability [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | 0 | 0 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 0 | 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 | (8,977) | (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 | (19,461) | (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] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (12,882) | (17,840) | ||
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 | (8,977) | (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 | $ 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 | $ 344 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | Dec. 28, 2015 | ||
Operating Loss Carryforwards [Line Items] | |||||
Tax Credit Carryforward, Valuation Allowance | $ 479,000 | $ 336,000 | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 149,000 | ||||
Undistributed Earnings of Foreign Subsidiaries | 10,000 | ||||
Unrecognized Tax Benefits | 8,095 | $ 9,941 | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 3,000 | ||||
Components of income before income taxes [Abstract] | |||||
U.S. | (140,190) | (225,473) | $ (242,998) | ||
Foreign | (38,150) | (15,535) | [1] | (3,832) | |
Income (loss) before income taxes | (178,340) | (241,008) | [1],[2] | (246,830) | |
Current provision (benefit): | |||||
Federal | (1,971) | 0 | (48) | ||
State | (281) | 255 | 198 | ||
Foreign | 3,860 | 562 | [3] | 1,674 | |
Total current provision | 1,608 | 817 | [3] | 1,824 | |
Deferred (benefit) provision: | |||||
Federal | 1,244 | (1,450) | (3,164) | ||
State | 142 | (166) | (1,411) | ||
Foreign | (16,400) | (2,853) | [3] | (3,583) | |
Total deferred (benefit) provision | (15,014) | (4,469) | [3] | (8,158) | |
Total provision for income taxes | $ (13,406) | $ (3,652) | [3] | $ (6,334) | |
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 | 2.90% | 3.70% | 1.80% | ||
Change in valuation allowance | (32.60%) | (36.50%) | (15.90%) | ||
Deferred Tax Write Off | (1.70%) | 1.10% | (17.70%) | ||
Effective Income Tax Rate Reconciliation, Foreign Income Taxes, Percent | 3.30% | (0.90%) | 0.20% | ||
Other, net | 0.60% | (0.70%) | (0.80%) | ||
Total | 7.50% | 1.70% | 2.60% | ||
Deferred Tax Assets: | |||||
Net operating loss carryforwards | $ 333,282 | $ 289,715 | |||
General business credit carryforward | 5,671 | 6,121 | |||
Reserves and allowances | 158,834 | 52,482 | |||
Stock-based compensation expense | 20,818 | 18,423 | |||
Other | 1,173 | 6,720 | |||
Convertible debt notes and conversion option | 28,437 | 46,631 | |||
Valuation allowance | (479,404) | (336,060) | |||
Total deferred tax assets | 68,811 | 84,032 | |||
Deferred Tax Liabilities: | |||||
Depreciation | 10,055 | 8,455 | |||
Intangible assets | 52,123 | 58,266 | |||
Deferred Tax Liabilities, Derivatives | 30,120 | 49,826 | |||
Other | 2,565 | 6,660 | |||
Total deferred tax liabilities | 94,863 | 123,207 | |||
Net deferred tax assets | (26,052) | $ (39,175) | |||
Foreign operating loss - do not expire [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating Loss Carryforwards | 49,000 | ||||
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 | 793,000 | ||||
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 | 761,000 | ||||
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 | 105,000 | ||||
Tornier SAS [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax Credit Carryforward, Valuation Allowance | $ 56,000 | ||||
[1] | _ | ||||
[2] | The 2015 results were restated for the divestiture of our Large Joints business. | ||||
[3] | _ |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) $ in Thousands | 12 Months Ended |
Dec. 25, 2016USD ($) | |
Income Tax Contingency [Line Items] | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 3,000 |
Unrecognized Tax Benefits [Roll Forward] | |
Additions for tax positions related to current year | 407 |
Additions for tax positions of prior years | 721 |
Reductions for tax positions of prior years | 2,657 |
Settlements | 74 |
Foreign currency translation | (243) |
Balance at December 31, 2013 | $ 8,095 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 333,282 | $ 289,715 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 149,000 | |
Tax Credit Carryforward, Valuation Allowance | 479,000 | 336,000 |
Undistributed Earnings of Domestic Subsidiaries | 10,000 | |
General business credit carryforward | 5,671 | 6,121 |
Reserves and allowances | 158,834 | 52,482 |
Share-based compensation expense | 20,818 | 18,423 |
DeferredTaxAssetsconvertibledebtandderivative | 28,437 | 46,631 |
Deferred Tax Assets, Other | 1,173 | 6,720 |
Valuation allowance | 479,404 | 336,060 |
Total deferred tax assets | 68,811 | 84,032 |
Depreciation | 10,055 | 8,455 |
Intangible assets | 52,123 | 58,266 |
Deferred Tax Liabilities, Derivatives | 30,120 | 49,826 |
Other | 2,565 | 6,660 |
Total deferred tax liabilities | 94,863 | 123,207 |
Net deferred tax liabilities | (26,052) | $ (39,175) |
US Federal Operating Loss [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 793,000 | |
Equity Compensation [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 8,000 | |
US State Operating loss [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 761,000 | |
General Business [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 6,000 | |
Foreign Operating Loss [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 105,000 | |
Tornier N.V. [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 6,000 |
Other Balance Sheet Informati75
Other Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 25, 2016 | Dec. 28, 2015 | Dec. 27, 2015 | |
Other Long-Term Liabilities [Abstract] | ||||
Accrued Bonuses, Current | $ 28,791 | $ 27,515 | ||
Unrecognized tax benefits (See Note 14) | 8,095 | $ 9,941 | ||
Product liability (see Note 19) | 21,605 | 13,990 | ||
Derivative Liability, Fair Value, Gross Liability | 239,523 | 139,547 | ||
Trademark License Deferred Revenue | ||||
Contingent Consideration, noncurrent | 37,918 | 29,858 | ||
Other | 22,201 | 25,179 | ||
Other liabilities | 321,247 | 208,574 | ||
Other Employee Related Liabilities, Current | 20,383 | 21,366 | [1] | |
Accrued Royalties, Current | 8,534 | 11,676 | [1] | |
Accrual for Taxes Other than Income Taxes, Current | 19,559 | 18,895 | ||
Accrued Sales Commission, Current | 16,891 | 15,196 | ||
Accrued Professional Fees, Current | 11,031 | 21,048 | ||
Contingent Consideration Fair Value, Current | 1,330 | 792 | ||
Product Liability Accrual, Current | 264,827 | 16,630 | ||
Other Accrued Liabilities, Current | 36,358 | 38,053 | ||
Accrued Expenses And Other Current Liabilities | $ 407,704 | $ 171,171 | ||
[1] | The prior period amounts have been adjusted to reflect balances associated with our Large Joints business, as these amounts were classified as held for sale at December 27, 2015 (See Note 4). |
Earnings per share (Details)
Earnings per share (Details) - shares | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | [1] | Dec. 27, 2015 | [2] | Sep. 30, 2015 | [3] | Jun. 30, 2015 | [3] | Mar. 31, 2015 | [3] | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |||
Earnings Per Share [Abstract] | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 103,309,000 | 103,072,000 | 102,785,000 | 102,704,000 | 102,659,000 | 52,750,000 | 52,631,000 | 52,437,000 | 102,968,000 | 64,808,000 | [4],[5],[6] | 51,293,000 | [4],[5],[6] | |||||
Common stock equivalents | 0 | 0 | 0 | |||||||||||||||
Weighted-average number of shares outstanding, diluted | 102,968,000 | 64,808,000 | 51,293,000 | [4] | ||||||||||||||
Non-vested shares, restricted stock units, and stock-settled phantom stock units | 1,334,713 | 1,133,295 | 282,674 | |||||||||||||||
[1] | Our first quarter 2016 results were restated for the divestiture of our Large Joints business. | |||||||||||||||||
[2] | 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, and have been restated for the divestiture of our Large Joints business. | |||||||||||||||||
[3] | During 2015, we restated the first, second, and third quarter balances to meet post-merger valuations as described within Note 13. | |||||||||||||||||
[4] | During 2015, the 2014 balances were converted to meet post-merger valuations as described above. | |||||||||||||||||
[5] | The prior period weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13. | |||||||||||||||||
[6] | The prior year balances were converted to meet post-merger valuations as described in Note 13. |
Capital Stock and Earnings per
Capital Stock and Earnings per share Capital Stock (Details) | 12 Months Ended | ||||
Dec. 25, 2016$ / sharesshares | Dec. 27, 2015$ / sharesshares | Dec. 31, 2014shares | Dec. 25, 2016€ / sharesshares | Sep. 30, 2015$ / shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,404,629 | 9,866,666 | 4,309,062 | ||
Antidilutive Securities Stock Options | 1,334,713 | 1,133,295 | 282,674 | ||
Conversion of Stock, Amount Converted | 1.0309 | ||||
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 | 320,000,000 | ||
Common Stock, Par or Stated Value Per Share | (per share) | $ 0.03 | $ 0.03 | € 0.03 | $ 0.01 | |
Common Stock, Shares, Issued | 103,400,995 | 102,672,678 | 103,400,995 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | Oct. 01, 2015USD ($)$ / sharesshares | Jan. 12, 2014USD ($)$ / sharesshares | Dec. 25, 2016USD ($)periods$ / sharesshares | Sep. 25, 2016shares | Jun. 26, 2016shares | Mar. 27, 2016$ / sharesshares | Dec. 27, 2015USD ($)$ / sharesshares | Sep. 30, 2015shares | [4] | Jun. 30, 2015shares | [4] | Mar. 31, 2015shares | [4] | Dec. 25, 2016USD ($)periods$ / sharesshares | Dec. 27, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |||||
Amounts Recognized in the consolidated financial statements | |||||||||||||||||||||
Total cost of share-based payment plans | $ | $ 14,406,000 | $ 24,716,000 | $ 11,287,000 | ||||||||||||||||||
Amounts capitalized as inventory and intangible assets | $ | (416,000) | (51,000) | (66,000) | ||||||||||||||||||
Amortization of capitalized amounts | $ | 426,000 | 299,000 | 266,000 | ||||||||||||||||||
Charged against income before income taxes | $ | 14,416,000 | 24,964,000 | 11,487,000 | ||||||||||||||||||
Amount of related income tax benefit recognized in income | $ | 0 | 0 | 0 | ||||||||||||||||||
Impact to net income (loss), continuing operations | $ | 14,416,000 | 24,964,000 | 11,487,000 | ||||||||||||||||||
Impact To Net Income (loss), discontinuing operations | $ | 0 | 0 | 8,845,000 | ||||||||||||||||||
Impact to net income (loss) | $ | $ 14,416,000 | $ 24,964,000 | $ 20,332,000 | ||||||||||||||||||
Share based compensation effect on earnings per share continuing operations, basic | $ / shares | $ 0.14 | $ 0.39 | [1] | $ 0.22 | [1] | ||||||||||||||||
Impact to basic earnings per share | $ / shares | $ 0.14 | $ 0.39 | [1] | $ 0.40 | [1] | ||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 103,309,000 | 103,072,000 | 102,785,000 | 102,704,000 | [2] | 102,659,000 | [3] | 52,750,000 | 52,631,000 | 52,437,000 | 102,968,000 | 64,808,000 | [1],[5],[6] | 51,293,000 | [1],[5],[6] | ||||||
Summary of stock options outstanding and exercisable | |||||||||||||||||||||
Number Outstanding | 917,000 | 917,000 | |||||||||||||||||||
Weighted-Average Remaining Contractual Life | 3 years | ||||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 16.69 | $ 16.69 | |||||||||||||||||||
Number Exercisable | 917,000 | 917,000 | |||||||||||||||||||
Narrative | |||||||||||||||||||||
Nonvested Awards, Total Compensation Cost Not yet Recognized | $ | $ 40,600,000 | $ 40,600,000 | |||||||||||||||||||
Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 3 years | ||||||||||||||||||||
Number of Shares Authorized | 8,200,000 | 8,200,000 | |||||||||||||||||||
Expiration Term | 10 years | ||||||||||||||||||||
Options, Exercises in Period, Total Intrinsic Value | $ | $ 2,100,000 | $ 400,000 | $ 5,300,000 | ||||||||||||||||||
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 | 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 | 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 | 917,000 | 917,000 | |||||||||||||||||||
Options Outstanding, Ending Balance | 917,000 | 917,000 | 917,000 | 917,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 16.69 | $ 16.69 | |||||||||||||||||||
Outstanding, Weighted-Average Exercise Price, Ending Balance | $ / shares | $ 16.69 | $ 16.69 | |||||||||||||||||||
Outstanding, Weighted-Average Remaining Contractual Life | 5 years | ||||||||||||||||||||
Exercisable, Weighted-Average Remaining Contractual Life | 5 years | ||||||||||||||||||||
Outstanding, Aggregate Intrinsic Value | $ | $ 6,071,000 | $ 6,071,000 | |||||||||||||||||||
Exercisable, Aggregate Intrinsic Value | $ | $ 917,000 | $ 917,000 | |||||||||||||||||||
Nonvested Shares Roll Forward | |||||||||||||||||||||
Nonvested, Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares | $ 16.69 | $ 16.69 | |||||||||||||||||||
Narrative | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 6,071,000 | $ 6,071,000 | |||||||||||||||||||
Inducement Grant [Member] | Share Based Compensation, Exercise Price Range 1 [Member] | |||||||||||||||||||||
Summary of stock options outstanding and exercisable | |||||||||||||||||||||
Number Outstanding | 696,000 | 696,000 | |||||||||||||||||||
Weighted-Average Remaining Contractual Life | 7 years 9 months 18 days | ||||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 15.57 | $ 15.57 | |||||||||||||||||||
Number Exercisable | 696,000 | 696,000 | |||||||||||||||||||
Inducement Grant [Member] | Share Based Compensation, Exercise Price Range 2 [Member] | |||||||||||||||||||||
Summary of stock options outstanding and exercisable | |||||||||||||||||||||
Number Outstanding | 221,000 | 221,000 | |||||||||||||||||||
Weighted-Average Remaining Contractual Life | 5 years 9 months 18 days | ||||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 20.22 | $ 20.22 | |||||||||||||||||||
Number Exercisable | 221,000 | 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 | $ 19.23 | ||||||||||||||||||||
Fair Value Assumptions | |||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.10% | 1.40% | 2.00% | ||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.40% | 2.00% | 2.00% | ||||||||||||||||||
Fair Value Assumptions, Expected Term | 6 months | 6 months | 6 months | ||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 34.00% | 33.00% | 31.00% | ||||||||||||||||||
Summary of stock option activity | |||||||||||||||||||||
Options Outstanding, Beginning Balance | 8,950,000 | 8,950,000 | |||||||||||||||||||
Granted | 1,870,000 | ||||||||||||||||||||
Exercised | (440,000) | ||||||||||||||||||||
Forfeited or expired | (892,000) | ||||||||||||||||||||
Options Outstanding, Ending Balance | 9,488,000 | 8,950,000 | 9,488,000 | 8,950,000 | |||||||||||||||||
Exercisable at December 31, 2013 | 5,948,000 | 5,948,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 22.18 | $ 22.18 | |||||||||||||||||||
Granted, Weighted-Average Exercise Price | $ / shares | 21.16 | ||||||||||||||||||||
Outstanding, Weighted-Average Exercise Price, Ending Balance | $ / shares | $ 21.70 | $ 21.66 | $ 21.70 | $ 21.66 | |||||||||||||||||
Outstanding, Weighted-Average Remaining Contractual Life | 7 years | ||||||||||||||||||||
Exercisable, Weighted-Average Remaining Contractual Life | 5 years 8 months 12 days | ||||||||||||||||||||
Outstanding, Aggregate Intrinsic Value | $ | [7] | $ 22,235,000 | $ 22,235,000 | ||||||||||||||||||
Exercisable, Aggregate Intrinsic Value | $ | [7] | $ 13,698,000 | $ 13,698,000 | ||||||||||||||||||
Summary of stock options outstanding and exercisable | |||||||||||||||||||||
Number Outstanding | 9,488,000 | 9,488,000 | |||||||||||||||||||
Weighted-Average Remaining Contractual Life | 7 years | ||||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 21.70 | $ 21.70 | |||||||||||||||||||
Number Exercisable | 5,948,000 | 5,948,000 | |||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 22.18 | $ 22.18 | |||||||||||||||||||
Narrative | |||||||||||||||||||||
Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 7.36 | $ 7.05 | $ 9.98 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 21.38 | ||||||||||||||||||||
Stock Options [Member] | Share Based Compensation, Exercise Price Range 1 [Member] | |||||||||||||||||||||
Summary of stock options outstanding and exercisable | |||||||||||||||||||||
Number Outstanding | 327,000 | 327,000 | |||||||||||||||||||
Weighted-Average Remaining Contractual Life | 3 years 6 months | ||||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 13.40 | $ 13.40 | |||||||||||||||||||
Number Exercisable | 327,000 | 327,000 | |||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 13.40 | $ 13.40 | |||||||||||||||||||
Stock Options [Member] | Share Based Compensation, Exercise Price Range 2 [Member] | |||||||||||||||||||||
Summary of stock options outstanding and exercisable | |||||||||||||||||||||
Number Outstanding | 7,858,000 | 7,858,000 | |||||||||||||||||||
Weighted-Average Remaining Contractual Life | 7 years 4 months 24 days | ||||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 20.95 | $ 20.95 | |||||||||||||||||||
Number Exercisable | 4,320,000 | 4,320,000 | |||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 20.99 | $ 20.99 | |||||||||||||||||||
Stock Options [Member] | Share Based Compensation, Exercise Price Range 3 [Member] | |||||||||||||||||||||
Summary of stock options outstanding and exercisable | |||||||||||||||||||||
Number Outstanding | 1,303,000 | 1,303,000 | |||||||||||||||||||
Weighted-Average Remaining Contractual Life | 5 years 8 months 12 days | ||||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 28.32 | $ 28.32 | |||||||||||||||||||
Number Exercisable | 1,301,000 | 1,301,000 | |||||||||||||||||||
Weighted-Average Exercise Price | $ / shares | $ 28.33 | $ 28.33 | |||||||||||||||||||
Nonvested Common Stock [Member] | |||||||||||||||||||||
Nonvested Shares Roll Forward | |||||||||||||||||||||
Nonvested Shares, Beginning Balance | 1,133,000 | 1,133,000 | |||||||||||||||||||
Granted | 706,000 | ||||||||||||||||||||
Vested | (298,000) | ||||||||||||||||||||
Forfeited | (206,000) | ||||||||||||||||||||
Nonvested Shares, Ending Balance | 1,335,000 | 1,133,000 | 1,335,000 | 1,133,000 | |||||||||||||||||
Nonvested, Weighted-Average Grant-Date Fair Value, Beginning Balance | $ / shares | $ 20.63 | $ 20.63 | |||||||||||||||||||
Granted | $ / shares | 21.17 | ||||||||||||||||||||
Vested | $ / shares | 20.63 | ||||||||||||||||||||
Forfeited | $ / shares | 20.70 | ||||||||||||||||||||
Nonvested, Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares | $ 20.91 | $ 20.63 | 20.91 | $ 20.63 | |||||||||||||||||
Aggregate Intrinsic Value | $ / shares | [8] | $ 31,112,000 | $ 31,112,000 | ||||||||||||||||||
Narrative | |||||||||||||||||||||
Equity Instruments Other than Options, Vested in Period, Total Fair Value | $ | $ 7,000,000 | $ 11,800,000 | $ 5,400,000 | ||||||||||||||||||
Nonvested Common Stock Granted to Employees [Member] | |||||||||||||||||||||
Nonvested Shares Roll Forward | |||||||||||||||||||||
Granted | 706,361 | 1,138,614 | 264,000 | ||||||||||||||||||
Granted | $ / shares | $ 21.17 | $ 20.60 | $ 30.04 | ||||||||||||||||||
Employee Stock [Member] | |||||||||||||||||||||
Fair Value Assumptions | |||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.20% | 0.30% | |||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.30% | 0.60% | |||||||||||||||||||
Fair Value Assumptions, Expected Term | 3 months | 6 months | |||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 33.00% | 31.00% | |||||||||||||||||||
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 | 333,333 | |||||||||||||||||||
Narrative | |||||||||||||||||||||
Number of Shares Available for Grant | 502,512 | 502,512 | |||||||||||||||||||
Employee Stock Purchase Plan, Number of Plan Periods During Each Year | periods | 2 | 2 | |||||||||||||||||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 20.00% | ||||||||||||||||||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 1,000 | 1,000 | |||||||||||||||||||
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 | 500,000 | |||||||||||||||||||
Wright Medical Group, Inc. [Member] | |||||||||||||||||||||
Summary of stock option activity | |||||||||||||||||||||
Granted | 853,000 | ||||||||||||||||||||
Restricted stock, non-vested shares and stock settled phantom units | 264,000 | ||||||||||||||||||||
Nonvested Shares Roll Forward | |||||||||||||||||||||
Granted | $ / shares | $ 8.18 | ||||||||||||||||||||
Narrative | |||||||||||||||||||||
Expiration Term | 10 years | ||||||||||||||||||||
Maximum Employee Subscription Rate | 5.00% | 5.00% | |||||||||||||||||||
Maximum Purchase Amount Per Employeee | $ | $ 5,000 | $ 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 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Narrative | |||||||||||||||||||||
Award Requisite Service Period | 3 years | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Narrative | |||||||||||||||||||||
Award Requisite Service Period | 4 years | ||||||||||||||||||||
[1] | The prior year balances were converted to meet post-merger valuations as described in Note 13. | ||||||||||||||||||||
[2] | Our first quarter 2016 results were restated for the divestiture of our Large Joints business. | ||||||||||||||||||||
[3] | 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, and have been restated for the divestiture of our Large Joints business. | ||||||||||||||||||||
[4] | During 2015, we restated the first, second, and third quarter balances to meet post-merger valuations as described within Note 13. | ||||||||||||||||||||
[5] | During 2015, the 2014 balances were converted to meet post-merger valuations as described above. | ||||||||||||||||||||
[6] | The prior period weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13. | ||||||||||||||||||||
[7] | The aggregate intrinsic value is calculated as the difference between the market value of our ordinary shares as of December 25, 2016 and the exercise price of the options. The market value as of December 25, 2016 was $23.31 per share, which is the closing sale price of our ordinary shares on December 23, 2016, the last trading day prior to December 25, 2016, as reported by the NASDAQ Global Select Market. | ||||||||||||||||||||
[8] | e is calculated as the market value of our ordinary shares as of December 25, 2016. The market value as of December 25, 2016 was $23.31 per share, which is the closing sale price of our ordinary shares on December 23, 2016, the last trading day prior to December 25, 2016, as reported by the NASDAQ Global Select Market.The total fair value of sha |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plans, General Information | 18 | ||
Employer matching contribution per employee on first 2% of employee's annual compensation | 100.00% | ||
Percentage of employee annual compensation eligible for 100% employer matching contribution | 3.00% | ||
Employer matching contribution per employee on second 2% of employee's annual compensatio | 50.00% | ||
Percentage of employee annual compensation eligible for 50% employer matching contribution | 2.00% | ||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 100.00% | ||
Tornier N.V. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan expense | $ 0.2 | ||
Wright Medical Group, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan expense | $ 4.9 | $ 2.5 | $ 1.6 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rental expense under operating leases | $ 10,500 | $ 8,600 | $ 7,100 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,014 | 9,740 | ||
2,015 | 7,823 | ||
2,016 | 5,596 | ||
2,017 | 4,106 | ||
2,018 | 3,528 | ||
Thereafter | 8,295 | ||
Total | $ 39,088 |
Commitments and Contingencies81
Commitments and Contingencies - Commitments and Purchase Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
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 Contingencies82
Commitments and Contingencies - Product Liability Contingency (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 25, 2016 | Jun. 26, 2016 | Sep. 30, 2015 | Jun. 30, 2013 | Sep. 25, 2016 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Product Liability Contingency [Line Items] | ||||||||
Supply Agreements, Amount Paid | $ 0 | $ 2,000 | ||||||
2,016 | $ 9,740 | 9,740 | ||||||
Loss Contingency, Damages Awarded, Value | 1,025 | |||||||
Payments for Legal Settlements | $ 1,800 | 1,800 | $ 900 | |||||
Loss Contingency Accrual, Period Increase (Decrease) | 4,000 | |||||||
Product Liability Contingency, Third Party Recovery | 4,000 | |||||||
Product Liability Accrual, Component Amount | 4,400 | 4,400 | ||||||
Third Party Recovery | $ 10,000 | $ 5,000 | 4,600 | |||||
Loss Contingency, Receivable, Period Increase (Decrease) | 0 | 25,000 | $ 0 | |||||
2,017 | 7,823 | 7,823 | ||||||
2,018 | 5,596 | 5,596 | ||||||
2,019 | 4,106 | 4,106 | ||||||
2,020 | 3,528 | 3,528 | ||||||
Thereafter | 8,295 | 8,295 | ||||||
Operating Leases, Future Minimum Payments Due | 39,088 | 39,088 | ||||||
Insurance Recoveries | 72,000 | |||||||
CONSERVE (R) Metal-on-metal [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Loss Contingency, Receivable, Period Increase (Decrease) | 60,000 | |||||||
CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Loss Contingency Accrual | 256,600 | 256,600 | ||||||
Insurance Settlements Receivable | 8,700 | 8,700 | ||||||
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 | |||||||
Product liability, current | 14,200 | 14,200 | ||||||
Product liability, non-current | 7,700 | 7,700 | ||||||
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] | ||||||||
Insurance Settlements Receivable, Current | 2,000 | 2,000 | ||||||
Loss Contingency, Damages Awarded, Value | $ 1,000 | 1,000 | ||||||
Loss Contingency Accrual | 2,100 | 2,100 | ||||||
Compensatory damages [Member] | CONSERVE (R) Metal-on-metal [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Loss Contingency, Damages Awarded, Value | $ 10,000 | |||||||
Master Settlement Agreement - MDL & JCCP [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Loss Contingency Accrual | 240,000 | 240,000 | ||||||
Minimum [Member] | PROFEMUR Titanium Modular Neck Product [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Estimated product liability range | 21,900 | 21,900 | ||||||
Maximum [Member] | PROFEMUR Titanium Modular Neck Product [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Estimated product liability range | 25,900 | 25,900 | ||||||
Loss from discontinued operations, net of tax [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Loss Contingency Accrual | 150,000 | 150,000 | ||||||
Accrued Liabilities, Current [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Loss Contingency Accrual | 242,700 | 242,700 | ||||||
Other Noncurrent Liabilities [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Loss Contingency Accrual | 13,900 | 13,900 | ||||||
Columbia, Travelers, and AXIS [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Insurance Settlements Receivable | $ 60,000 | 60,000 | ||||||
Columbia [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Insurance Recoveries | $ 10,000 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 25, 2016 | Dec. 27, 2015 |
Cash and Cash Equivalents [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 262,265 | $ 139,804 |
Cash and Cash Equivalents, Fair Value Disclosure | 262,265 | 139,804 |
Restricted Cash and Cash Equivalents, Current | 150,000 | 0 |
Cash, Cash Equivalents, and Restricted Cash | $ 412,265 | $ 139,804 |
Related Parties (Details)
Related Parties (Details) $ in Thousands | Dec. 29, 2009EUR (€) | Jul. 29, 2008USD ($) | Jul. 29, 2008EUR (€) | May 22, 2005EUR (€) | Dec. 25, 2016EUR (€) | Dec. 27, 2015USD ($) | Dec. 25, 2016USD ($) | Dec. 31, 2010USD ($) | Jul. 29, 2008EUR (€) |
Related Party Transaction [Line Items] | |||||||||
Capital | € | € 10,000 | ||||||||
Mortgage Loans on Real Estate, Face Amount of Mortgages | $ 4,100 | ||||||||
Debt Instrument, Description of Variable Rate Basis | 0.0075 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||
Payments for Rent | $ 600 | ||||||||
Operating Leases, Future Minimum Payments Due | $ 39,088 | ||||||||
Tornier SAS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | |||||||
Purchase Price | $ 6,100 | ||||||||
SCI Calyx [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties | $ 1,000 | ||||||||
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 | ||||||||
Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Related Party Debt | $ 2,000 | ||||||||
Tornier SAS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating Leases, Future Minimum Payments Due | 12,300 | ||||||||
SCI Calyx [Member] | Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties | $ 1,400 | ||||||||
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 | ||||||
Mr. Tornier [Member] | Tornier SAS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for Rent | 2,200 | ||||||||
Mr. Tornier [Member] | SCI Calyx [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties | $ 2,000 | ||||||||
SCI Calyx [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Description of Variable Rate Basis | Euro Libor rate |
Quarterly Results of Operatio85
Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 01, 2015 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 27, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2013 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | ||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Net sales | $ 193,023 | $ 157,332 | $ 170,716 | $ 169,291 | [1] | $ 166,833 | [2] | $ 80,139 | $ 80,420 | $ 77,934 | $ 690,362 | $ 405,326 | [3] | $ 298,027 | |||||||
Cost of sales | 50,583 | 46,149 | 49,009 | 46,666 | [1] | 49,810 | [2] | 23,052 | 21,635 | 19,125 | 192,407 | [4],[5] | 113,622 | [3],[4],[5] | 73,223 | [5] | |||||
Gross profit | 142,440 | 111,183 | 121,707 | 122,625 | [1] | 117,023 | [2] | 57,087 | 58,785 | 58,809 | 497,955 | 291,704 | [3] | 224,804 | |||||||
Operating expenses: | |||||||||||||||||||||
Selling, general and administrative | 140,489 | 129,840 | 136,483 | 134,746 | [1] | 173,576 | [2] | 85,997 | 82,605 | 82,199 | 541,558 | [5] | 424,377 | [3],[5] | 289,620 | [5] | |||||
Research and development | 13,809 | 12,481 | 12,108 | 12,116 | [1] | 14,695 | [2] | 9,570 | 7,957 | 7,117 | 50,514 | [5] | 39,339 | [3],[5] | 24,963 | [5] | |||||
Amortization of intangible assets | 7,434 | 7,466 | 7,484 | 6,457 | [1] | 9,013 | [2] | 2,562 | 2,565 | 2,614 | 28,841 | 16,754 | [6] | 10,027 | [6] | ||||||
Total operating expenses | 161,732 | 149,787 | 156,075 | 153,319 | [1] | 197,284 | [2] | 98,129 | 93,127 | 91,930 | 620,913 | 480,470 | [3] | 324,610 | |||||||
Operating income | (19,292) | (38,604) | (34,368) | (30,694) | [1] | (80,261) | [2] | (41,042) | (34,342) | (33,121) | (122,958) | (188,766) | [3] | (99,806) | |||||||
Income (Loss) from Continuing Operations Attributable to Parent | (30,002) | (52,709) | (42,031) | (40,193) | [1] | (91,152) | [2] | (62,650) | (37,306) | (46,248) | (164,934) | (237,356) | [3] | (240,496) | |||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (14,874) | (57,436) | (187,329) | (7,799) | [1] | (14,624) | [2] | (36,211) | (7,009) | (3,500) | (267,439) | (61,345) | [3] | (19,187) | |||||||
Net income (loss) | $ (44,876) | $ (110,145) | $ (229,360) | $ (47,992) | [1] | $ (105,776) | [2] | $ (98,861) | $ (44,315) | $ (49,748) | $ (432,373) | $ (298,701) | $ (259,683) | ||||||||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | $ (0.29) | $ (0.51) | $ (0.41) | $ (0.39) | [1] | $ (1.60) | $ (3.66) | [3],[7] | $ (4.69) | [7] | |||||||||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.89) | [2] | $ (1.19) | [8] | $ (0.71) | [8] | $ (0.88) | [8] | |||||||||||||
Earnings Per Share, Basic and Diluted | $ (0.43) | $ (1.07) | $ (2.23) | $ (0.47) | [1] | $ (4.20) | $ (4.61) | [3],[7] | $ (5.06) | [7] | |||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 103,309 | 103,072 | 102,785 | 102,704 | [1] | 102,659 | [2] | 52,750 | [8] | 52,631 | [8] | 52,437 | [8] | 102,968 | 64,808 | [9],[10],[11] | 51,293 | [9],[10],[11] | |||
DistributorConversionCharges | $ 65 | $ 2,071 | |||||||||||||||||||
Management Changes | $ 1,300 | $ 1,348 | 1,203 | ||||||||||||||||||
Payments for Legal Settlements | 1,800 | 1,800 | 900 | ||||||||||||||||||
Fees and Commissions | 200 | ||||||||||||||||||||
Inventory write-down | 22,046 | 14,218 | 3,967 | [12] | |||||||||||||||||
Amortization of Debt Discount (Premium) | $ 10,800 | $ 10,500 | 8,200 | $ 7,100 | 900 | 2,900 | |||||||||||||||
Write off of pro-rata unamortized deferred financing fees and for bank and legal fees | 12,300 | 12,343 | 25,101 | 0 | |||||||||||||||||
Amortization of Financing Costs and Discounts | $ 6,910 | $ 6,767 | $ 6,633 | $ 4,457 | 40,487 | 27,600 | 10,969 | ||||||||||||||
Non Cash Adjustment Derivative Fair Value | (1,800) | (3,200) | (16,600) | (6,600) | 2,300 | 4,700 | 400 | 6,900 | (28,273) | (10,045) | 2,000 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 8,688 | (7,571) | 125,012 | ||||||||||||||||||
Product Rationalization Costs | 500 | 1,600 | 2,000 | 4,074 | |||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 100 | 100 | 300 | ||||||||||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | (21,342) | 0 | $ 24,277 | ||||||||||||||||||
Tax Adjustments, Settlements, and Unusual Provisions | (3,100) | ||||||||||||||||||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | 5,600 | ||||||||||||||||||||
Continuing Operations [Member] | |||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Inventory write-down | 21,500 | ||||||||||||||||||||
PROFEMUR Titanium Modular Neck Product [Member] | |||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Increase Decrease in Estimated Recovery from Third Party | $ 19,400 | ||||||||||||||||||||
Tornier N.V. [Member] | |||||||||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Business Combination, Integration Related Costs | 7,900 | 6,500 | 7,100 | 10,800 | 20,100 | ||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Amortization of intangible assets | 16,800 | 4,000 | |||||||||||||||||||
Business Combination, Acquisition Related Costs | 39,200 | 19,900 | 12,100 | 11,000 | |||||||||||||||||
Restructuring Costs | 6,800 | 10,300 | 10,400 | 10,200 | 10,300 | ||||||||||||||||
Contingent Value Rights [Member] | Continuing Operations [Member] | |||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (300) | $ 2,200 | $ 1,400 | $ 5,300 | $ (300) | $ 14,600 | (8,500) | (13,500) | |||||||||||||
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 | 3,000 | $ 25,100 | ||||||||||||||||||
Contingent Consideration [Member] | |||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 155 | $ (592) | |||||||||||||||||||
[1] | Our first quarter 2016 results were restated for the divestiture of our Large Joints business. | ||||||||||||||||||||
[2] | 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, and have been restated for the divestiture of our Large Joints business. | ||||||||||||||||||||
[3] | The 2015 results were restated for the divestiture of our Large Joints business. | ||||||||||||||||||||
[4] | Cost of sales includes amortization of inventory step-up adjustment of $37.7 million and $10.3 million for the years ended December 25, 2016 and December 27, 2015, respectively. | ||||||||||||||||||||
[5] | These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated: Fiscal year ended December 25, 2016 December 27, 2015 December 31, 2014Cost of sales$414 $287 $254Selling, general and administrative13,216 22,777 10,149Research and development786 1,900 1,084 | ||||||||||||||||||||
[6] | The Corporate category primarily reflects general and administrative expenses not specifically associated with the U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics segments. These non-allocated corporate expenses relate to global administrative expenses that support all segments, including salaries and benefits of certain executive officers and expenses such as: information technology administration and support; corporate headquarters; legal, compliance, and corporate finance functions; insurance; and all share-based compensation. | ||||||||||||||||||||
[7] | he 2014 weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13. The 2015 weighted-average shares outstanding includes additional shares issued on October 1, 2015 as part of the Wright/Tornier merger as described in Note 13. | ||||||||||||||||||||
[8] | During 2015, we restated the first, second, and third quarter balances to meet post-merger valuations as described within Note 13. | ||||||||||||||||||||
[9] | During 2015, the 2014 balances were converted to meet post-merger valuations as described above. | ||||||||||||||||||||
[10] | The prior period weighted-average shares outstanding and net loss per share amounts were converted to meet post-merger valuations as described within Note 13. | ||||||||||||||||||||
[11] | The prior year balances were converted to meet post-merger valuations as described in Note 13. | ||||||||||||||||||||
[12] | the 2014 balances were reclassified to show separate presentation related to provision for excess and obsolete inventory. |
Segment Data (Details)
Segment Data (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 25, 2016USD ($) | Sep. 25, 2016USD ($) | Jun. 26, 2016USD ($) | Mar. 27, 2016USD ($) | Dec. 27, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 25, 2016USD ($) | Dec. 27, 2015USD ($) | Dec. 31, 2014USD ($) | ||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Capital Expenditures, Continuing Operations | $ 50,099 | $ 43,666 | $ 48,603 | |||||||||||||
Payments to Acquire Property, Plant, and Equipment | 50,099 | 43,666 | 48,603 | |||||||||||||
Net sales | $ 193,023 | $ 157,332 | $ 170,716 | $ 169,291 | [1] | $ 166,833 | [2] | $ 80,139 | $ 80,420 | $ 77,934 | $ 690,362 | 405,326 | [3] | 298,027 | ||
Concentration risk percentage | 10.00% | |||||||||||||||
Depreciation | $ 55,830 | 28,390 | 18,456 | |||||||||||||
Operating Income (Loss) | (19,292) | (38,604) | (34,368) | (30,694) | [1] | (80,261) | [2] | (41,042) | (34,342) | (33,121) | (122,958) | (188,766) | [3] | (99,806) | ||
Interest Income (Expense), Nonoperating, Net | 58,530 | 41,358 | 17,398 | |||||||||||||
InventoryStepUpAmortizationExpense | 41,503 | 11,356 | 0 | |||||||||||||
DistributorConversionCharges | 65 | 2,071 | ||||||||||||||
Business Combination, Acquisition Related Costs, Transaction | 82,195 | 19,964 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | 14,190 | |||||||||||||||
Payments for Legal Settlements | 1,800 | 1,800 | 900 | |||||||||||||
Management Changes | 1,300 | 1,348 | 1,203 | |||||||||||||
Payments of Debt Restructuring Costs | 234 | |||||||||||||||
Business Combination, Acquisition Related Costs, Transaction | 32,300 | |||||||||||||||
Product Rationalization Costs | 500 | 1,600 | 2,000 | 4,074 | ||||||||||||
Payments for Merger Related Costs | 11,900 | |||||||||||||||
Other Nonoperating Income (Expense) | (3,148) | 10,884 | 129,626 | |||||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (178,340) | (241,008) | [3],[4] | (246,830) | ||||||||||||
Assets | 2,290,586 | 2,073,494 | 2,290,586 | 2,073,494 | ||||||||||||
Goodwill | 851,042 | 866,989 | 851,042 | 866,989 | ||||||||||||
Amortization of Intangible Assets | 7,434 | $ 7,466 | $ 7,484 | $ 6,457 | [1] | 9,013 | [2] | $ 2,562 | $ 2,565 | $ 2,614 | 28,841 | 16,754 | [5] | 10,027 | [5] | |
InventoryStepUpAmortizationExpenseContinuingOperations | 37,689 | 10,315 | 1,535 | |||||||||||||
International Segment [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 182,815 | 105,503 | 85,950 | |||||||||||||
UNITED STATES | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 507,547 | 299,823 | 212,077 | |||||||||||||
Europe | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 117,268 | 62,662 | 48,991 | |||||||||||||
Other | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 65,547 | 42,841 | 36,959 | |||||||||||||
Extremities & Biologics [Member] | International Segment [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Capital Expenditures, Continuing Operations | 13,517 | 7,140 | 6,486 | |||||||||||||
Net sales | 182,815 | 105,503 | 85,950 | |||||||||||||
Depreciation | 11,427 | 5,795 | 3,046 | |||||||||||||
Assets | 264,680 | 365,621 | 264,680 | 365,621 | ||||||||||||
Goodwill | 73,848 | 90,350 | 73,848 | 90,350 | ||||||||||||
AmortizationExpenseWithoutDistributorConversion | 0 | 0 | 0 | |||||||||||||
Segment Operating Loss | 5,872 | (5,567) | (3,187) | |||||||||||||
Foot and Ankle [Member] | International Segment [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 62,701 | 51,200 | 47,001 | |||||||||||||
Foot and Ankle [Member] | UNITED STATES | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 222,936 | 187,096 | 148,631 | |||||||||||||
Upper Extremities [Member] | International Segment [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 86,502 | 24,789 | 11,312 | |||||||||||||
Upper Extremities [Member] | UNITED STATES | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 201,579 | 58,756 | 15,311 | |||||||||||||
Biologics [Member] | International Segment [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 18,883 | 19,652 | 20,590 | |||||||||||||
Biologics [Member] | UNITED STATES | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 74,603 | 50,583 | 45,494 | |||||||||||||
Other Extremities [Member] | International Segment [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 14,729 | 9,862 | 7,047 | |||||||||||||
Other Extremities [Member] | UNITED STATES | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Net sales | 8,429 | 3,388 | 2,641 | |||||||||||||
Large Joints [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Goodwill | 0 | 9,355 | 0 | 9,355 | ||||||||||||
Disposal Group, Including Discontinued Operation, Assets | 0 | 50,170 | 0 | 50,170 | ||||||||||||
UNITED STATES | Lower Extremities & Biologics [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Capital Expenditures, Continuing Operations | 13,145 | 25,410 | 23,949 | |||||||||||||
Net sales | 300,847 | 239,748 | 196,766 | |||||||||||||
Depreciation | 13,000 | 10,502 | 9,006 | |||||||||||||
Assets | 491,531 | 490,798 | 491,531 | 490,798 | ||||||||||||
Goodwill | 218,525 | 221,327 | 218,525 | 221,327 | ||||||||||||
AmortizationExpenseWithoutDistributorConversion | 0 | 0 | 0 | |||||||||||||
Segment Operating Loss | 85,645 | 39,008 | 29,200 | |||||||||||||
UNITED STATES | Upper Extremities [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Capital Expenditures, Continuing Operations | 10,101 | 6,903 | 1,864 | |||||||||||||
Net sales | 206,700 | 60,075 | 15,311 | |||||||||||||
Depreciation | 11,190 | 1,092 | 701 | |||||||||||||
Assets | 845,102 | 833,432 | 845,102 | 833,432 | ||||||||||||
Goodwill | 558,669 | 555,312 | 558,669 | 555,312 | ||||||||||||
AmortizationExpenseWithoutDistributorConversion | 0 | 0 | 0 | |||||||||||||
Segment Operating Loss | 65,231 | 21,394 | 6,582 | |||||||||||||
Corporate Segment [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Capital Expenditures, Continuing Operations | [5] | 13,336 | 4,213 | 16,304 | ||||||||||||
Net sales | [5] | 0 | 0 | 0 | ||||||||||||
Depreciation | [5] | 20,213 | 12,119 | 5,703 | ||||||||||||
Assets | $ 689,273 | $ 333,473 | 689,273 | 333,473 | ||||||||||||
AmortizationExpenseWithoutDistributorConversion | [5] | 28,841 | ||||||||||||||
Amortization of Intangible Assets | 16,754 | |||||||||||||||
Segment Operating Loss | [5] | (202,261) | (136,836) | (94,828) | ||||||||||||
segment [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Number of Reportable Segments | 3 | 4 | ||||||||||||||
Depreciation | 55,830 | 29,508 | 18,456 | |||||||||||||
AmortizationExpenseWithoutDistributorConversion | 28,841 | 16,754 | 10,027 | |||||||||||||
Segment Operating Loss | $ (45,513) | $ (82,001) | $ (62,233) | |||||||||||||
[1] | Our first quarter 2016 results were restated for the divestiture of our Large Joints business. | |||||||||||||||
[2] | 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, and have been restated for the divestiture of our Large Joints business. | |||||||||||||||
[3] | The 2015 results were restated for the divestiture of our Large Joints business. | |||||||||||||||
[4] | _ | |||||||||||||||
[5] | The Corporate category primarily reflects general and administrative expenses not specifically associated with the U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics segments. These non-allocated corporate expenses relate to global administrative expenses that support all segments, including salaries and benefits of certain executive officers and expenses such as: information technology administration and support; corporate headquarters; legal, compliance, and corporate finance functions; insurance; and all share-based compensation. |
Schedule II - Valuation and Q87
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 1,189 | $ 930 | $ 272 |
Charged to Cost and Expenses | 3,475 | (878) | (684) |
Deductions and Other | (195) | 1,137 | 1,342 |
Balance at End of Period | 4,469 | 1,189 | 930 |
Sales returns and allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 217 | 66 | 282 |
Charged to Cost and Expenses | 67 | 151 | (216) |
Deductions and Other | 0 | ||
Balance at End of Period | $ 284 | $ 217 | $ 66 |