Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | WRIGHT MEDICAL GROUP N.V. | |
Entity Central Index Key | 0001492658 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 126,122,077 | |
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 30, 2018 | ||
ThresholdForConversionAsPercentOfConversionPrice | 130.00% | ||
Current assets: | |||
Cash and cash equivalents | $ 161,516 | $ 191,351 | |
Accounts receivable, net | 138,666 | 141,019 | |
Inventories | 186,910 | 180,690 | |
Prepaid expenses | 14,436 | 11,823 | |
Other current assets | [1] | 308,955 | 78,349 |
Total current assets | 810,483 | 603,232 | |
Property, plant and equipment, net | 233,368 | 224,929 | |
Goodwill | 1,262,525 | 1,268,954 | |
Intangible assets, net | 278,224 | 282,332 | |
Deferred income taxes | 933 | 942 | |
Other assets | [1] | 243,815 | 314,012 |
Total assets | 2,829,348 | 2,694,401 | |
Current liabilities: | |||
Accounts payable | 44,471 | 48,359 | |
Accrued Liabilities, Current | [1] | 434,523 | 217,081 |
Current portion of long-term obligations | [1],[2] | 410,311 | 201,686 |
Total current liabilities | 889,305 | 467,126 | |
Long-term debt and capital lease obligations | [1] | 721,719 | 913,441 |
Deferred income taxes | 12,293 | 13,146 | |
Other liabilities | [1] | 292,776 | 368,229 |
Total liabilities | 1,916,093 | 1,761,942 | |
Commitments and contingencies (Note 19) | |||
Stockholders' equity: | |||
Common stock, $.03 par value, authorized: 320,000,000 shares; issued and outstanding: 126,105,530 shares at March 31, 2019 and 125,555,751 shares at December 30, 2018 | 4,608 | 4,589 | |
Additional paid-in capital | 2,542,747 | 2,514,295 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (19,386) | (8,083) | |
Retained earnings | (1,614,714) | (1,578,342) | |
Total stockholders' equity | 913,255 | 932,459 | |
Total liabilities and stockholders' equity | $ 2,829,348 | $ 2,694,401 | |
Debt Instrument, Convertible, Minimum Consecutive Period | 5 days | ||
Debt Instrument, Convertible, Trading Period | 30 days | ||
[1] | 1 As of March 31, 2019, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes may convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes and the fair value of the 2021 Notes Conversion Derivative were classified as current liabilities, and the fair value of the 2021 Notes Hedges were classified as current assets as of March 31, 2019. The respective balances were classified as long-term as of December 30, 2018. See Note 6 and Note 10. | ||
[2] | 1 As of March 31, 2019, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes may convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes were classified as current liabilities as of March 31, 2019. The holders of the 2020 Notes may convert their notes at any time prior to August 15, 2019 solely into cash upon satisfaction of certain circumstances as described below. On or after August 15, 2019, holders may convert their 2020 Notes solely into cash, regardless of the foregoing circumstances. Due to the ability of the holders of the 2020 Notes to convert within the next year, the carrying value of the 2020 Notes were classified as current liabilities as of March 31, 2019 and December 30, 2018. |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - € / shares | Mar. 31, 2019 | Dec. 30, 2018 |
Common Stock, Par or Stated Value Per Share | € 0.03 | € 0.03 |
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 |
Common Stock, Shares, Issued | 126,105,530 | 125,555,751 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Apr. 01, 2018 | ||
Income Statement [Abstract] | |||
Net sales | $ 230,127 | $ 198,537 | |
Cost of sales | [1] | 46,317 | 41,139 |
Gross profit | 183,810 | 157,398 | |
Operating expenses: | |||
Selling, general and administrative | [1] | 153,306 | 137,248 |
Research and development | [1] | 16,972 | 13,899 |
Amortization of Intangible Assets | 7,587 | 7,141 | |
Total operating expenses | 177,865 | 158,288 | |
Operating income | 5,945 | (890) | |
Interest Income (Expense), Nonoperating, Net | 19,695 | 19,812 | |
Other expense, net | 12,895 | (1,000) | |
Income (loss) before income taxes | (26,645) | (19,702) | |
Provision (benefit) for income taxes | 3,611 | 205 | |
Income (Loss) from Continuing Operations Attributable to Parent | (30,256) | (19,907) | |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (6,345) | (5,607) | |
Net (loss) income | $ (36,601) | $ (25,514) | |
Net income (loss) per share: | |||
Net loss from continuing operations per share-basic and diluted (Note 12): | $ (0.24) | $ (0.19) | |
Net loss from discontinued operations per share-basic and diluted (Note 12): | (0.05) | (0.05) | |
Net loss per share-basic and diluted (Note 12): | $ (0.29) | $ (0.24) | |
Weighted-average number of ordinary shares outstanding-basic and diluted: | 125,812 | 105,904 | |
[1] | 1 These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated: Three months ended March 31, 2019 April 1, 2018Cost of sales$120 $165Selling, general and administrative6,987 4,522Research and development514 331 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Cost of Sales [Member] | ||
Stock-based compensation expense | $ 120 | $ 165 |
Selling, general and administrative [Member] | ||
Stock-based compensation expense | 6,987 | 4,522 |
Research and Development [Member] | ||
Stock-based compensation expense | $ 514 | $ 331 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Net (loss) income | $ (36,601) | $ (25,514) |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Changes in foreign currency translation | (11,303) | 12,458 |
Other Comprehensive Income (Loss) | (11,303) | 12,458 |
Comprehensive Income (Loss) | (47,904) | (13,056) |
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 | $ (11,303) | $ 12,458 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Operating activities: | ||
Net (loss) income | $ (36,601) | $ (25,514) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 15,501 | 14,499 |
Share-based compensation expense | 7,621 | 5,018 |
Amortization of intangible assets | 7,587 | 7,141 |
Amortization of deferred financing costs and debt discount | 13,547 | 13,302 |
Deferred income taxes | (619) | (780) |
Provision for excess and obsolete inventory | 3,506 | 5,020 |
InventoryStepUpAmortizationExpense | 352 | 0 |
Non-cash adjustment to derivative fair values | (996) | 1,694 |
Loss on exchange of cash convertible notes | 14,274 | 0 |
Mark-to-market adjustment for CVRs | (420) | (3,924) |
Other | (485) | 215 |
Changes in assets and liabilities (net of acquisitions): | ||
Accounts receivable | 2,426 | 565 |
Inventories | (11,868) | (10,403) |
Prepaid expenses and other current assets | (286) | 22,034 |
Accounts payable | (4,597) | 975 |
Accrued expenses and other liabilities | (3,392) | (20,478) |
Metal-on-metal product liabilities (Note 13) | (12,971) | (28,172) |
Net cash provided by operating activities | (7,421) | (18,808) |
Investing activities: | ||
Capital expenditures | (25,448) | (11,886) |
Purchase of intangible assets | (1,850) | (553) |
Payments to Acquire Businesses, Net of Cash Acquired | 722 | |
Investments | (500) | |
Net cash used in investing activities | (27,076) | (12,439) |
Financing activities: | ||
Issuance of ordinary shares | 11,001 | 2,639 |
Issuance of stock warrants | 21,210 | 0 |
Payment of notes hedge options | 30,144 | 0 |
Repurchase of stock warrants | (11,026) | |
Payment of equity issuance costs | (350) | |
Proceeds from notes hedge options | 16,849 | |
Proceeds from other debt | 2,974 | 2,042 |
Payments of debt | (1,270) | (1,266) |
Payment of convertible notes exchange costs | (2,589) | 0 |
Payment of contingent consideration | 0 | (919) |
Payments of capital lease obligations | (1,793) | (1,388) |
Net cash provided by financing activities | 4,862 | 1,108 |
Effect of exchange rates on cash and cash equivalents | (200) | 450 |
Net increase (decrease) in cash and cash equivalents | (29,835) | (29,689) |
Consolidated cash and cash equivalents, beginning of year | 191,351 | 167,740 |
Consolidated Cash and Equivalents, end of year | $ 161,516 | $ 138,051 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member]Accumulated Other Comprehensive Income (Loss) [Member] |
Common Stock, Shares, Outstanding | 105,807,424 | |||||
Stockholders' Equity Attributable to Parent | $ 588,696 | $ 3,896 | $ 1,971,347 | $ 22,290 | $ (1,408,837) | |
Net Income (Loss) Attributable to Parent | (25,514) | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 12,458 | $ 12,458 | ||||
Stock Issued During Period, Shares, New Issues | 141,566 | |||||
Stock Issued During Period, Value, New Issues | 2,639 | $ 5 | 2,634 | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 655 | |||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 0 | 0 | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 4,896 | 4,896 | ||||
Common Stock, Shares, Outstanding | 105,949,645 | |||||
Stockholders' Equity Attributable to Parent | 583,175 | $ 3,901 | 1,978,877 | 34,748 | (1,434,351) | |
Common Stock, Shares, Outstanding | 125,555,751 | |||||
Stockholders' Equity Attributable to Parent | 932,459 | $ 4,589 | 2,514,295 | (8,083) | (1,578,342) | |
Net Income (Loss) Attributable to Parent | (36,601) | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 229 | 229 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (11,303) | $ (11,303) | ||||
Stock Issued During Period, Shares, New Issues | 546,560 | |||||
Stock Issued During Period, Value, New Issues | 11,001 | $ 19 | 10,982 | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 3,219 | |||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 0 | 0 | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 7,636 | 7,636 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | 9,834 | 9,834 | ||||
Common Stock, Shares, Outstanding | 126,105,530 | |||||
Stockholders' Equity Attributable to Parent | $ 913,255 | $ 4,608 | $ 2,542,747 | $ (19,386) | $ (1,614,714) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | Organization and Description of Business Wright Medical Group N.V. (Wright or we) is a global medical device company focused on extremities and biologics products. We are committed to delivering innovative, value-added solutions improving quality of life for patients worldwide and are a recognized leader of surgical solutions for the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, three of the fastest growing segments in orthopaedics. We market our products in approximately 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); Columbia City, Indiana (research and development); Alpharetta, Georgia (manufacturing and warehousing operations); Montbonnot, France (manufacturing and warehousing operations); Plouzané, France (research and development); 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. 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. The condensed consolidated financial statements and accompanying notes present our consolidated results for each of the three months ended March 31, 2019 and April 1, 2018 . The three months ended March 31, 2019 and April 1, 2018 each consisted of thirteen weeks. 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 the condensed consolidated financial statements to “we,” “our” and “us” refer to Wright Medical Group N.V. and its subsidiaries after the merger with Tornier N.V. (legacy Tornier) (Wright/Tornier merger) and Wright Medical Group, Inc. (WMG or legacy Wright) and its subsidiaries before the Wright/Tornier merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation. The unaudited condensed consolidated interim financial statements of Wright Medical Group N.V. have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) for interim financial statements and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 30, 2018 , as filed with the SEC on February 27, 2019 . In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. 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 and surgery centers. Our products are sold through a network of employee 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. We record revenues from sales to hospitals and surgery centers upon transfer of control of promised products in an amount that reflects the consideration we expect to receive in exchange for those products, which is generally when the product is surgically implanted in a patient. We record revenues from sales to our stocking distributors at a point in time upon transfer of control of promised products to the distributor. Our stocking distributors, who sell the products to their customers, take control of the products and assume all risks of ownership upon transfer. Our stocking distributors are obligated to pay us within specified terms regardless of when, if ever, they sell the products. In general, our stocking distributors do not have any rights of return or exchange; however, in limited situations, we have repurchase agreements with certain stocking distributors. Those certain 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 sales related to these types of agreements was deferred and not yet recognized as revenue as of March 31, 2019 and April 1, 2018. We must make estimates of potential future product returns related to current period product sales. We base our estimate for sales returns on historical sales and product return information, including historical experience and trend information. Our reserve for sales returns has historically been immaterial. 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. We also record depreciation on surgical instruments used by our hospital and surgery center customers within selling, general and administrative expense as these costs are considered to be similar to shipping and handling costs, necessary to deliver the implant products to the end customer. Discontinued Operations. 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 divestiture and sale of our business operations operating under our prior OrthoRecon operating segment to MicroPort. All historical operating results for the OrthoRecon business is reflected within discontinued operations in the condensed consolidated financial statements. 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 condensed consolidated financial statements reflects the assets and liabilities held and used in our continuing operations, and all discussion of revenues and expenses reflects those associated with our continuing operations. Recent Accounting Pronouncements. On February 25, 2016, the FASB issued ASU 2016-02, Leases , and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842). ASC 842 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). We adopted ASC 842 during the quarter ended March 31, 2019 using the hindsight practical expedient, the practical expedient for short-term leases, and the practical expedient package which primarily limited the need for reassessing lease classification on existing leases and allowed us to issue our financial statements showing comparative lease disclosures under previous GAAP. See additional details related to the impact of this adoption in Note 9 . On June 16, 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments and has subsequently issued several supplemental and/or clarifying ASUs. The new standard adds an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The ASU will be effective for us beginning in fiscal year 2020. We do not believe this guidance will have a significant impact to our consolidated financial statements. On August 29, 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) to provide guidance on implementation costs incurred in a cloud computing arrangement (CCA) that is a service contract. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40, Internal Use Software , to determine which implementation costs should be capitalized in such a CCA. The ASU will be effective for us beginning in fiscal year 2020. 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. |
Acquisitions (Notes)
Acquisitions (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Cartiva, Inc. On October 10, 2018, we completed the acquisition of Cartiva, Inc. (Cartiva), an orthopaedic medical device company focused on treatment of osteoarthritis of the great toe. Under the terms of the agreement with Cartiva, we acquired 100% of the outstanding equity on a fully diluted basis of Cartiva for a total price of $435 million in cash, subject to certain adjustments which totaled $1.1 million , as set forth in the purchase agreement, $0.7 million of which was refunded in 2019. We funded the acquisition with the proceeds from a registered underwritten public offering of 18.2 million ordinary shares which had net proceeds of $423.0 million . This acquisition adds a differentiated premarket approval (PMA) approved technology for a high-volume foot and ankle procedure and further accelerates growth opportunities in our global extremities business. The results of operations of Cartiva are included in our condensed consolidated financial statements for all periods after completion of the acquisition. The acquired business contributed net sales of $9.2 million and operating income of $3.4 million to our consolidated results of operations for the quarter ended March 31, 2019 , which included $0.4 million of inventory step-up amortization, $0.4 million of transition expenses and $1.9 million of intangible asset amortization. Purchase Consideration and Net Assets Acquired The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed on October 10, 2018 (in thousands): Cash and cash equivalents $ 309 Accounts receivable 4,352 Inventories 2,686 Other current assets 486 Property, plant and equipment 1,446 Intangible assets 81,000 Total assets acquired 90,279 Current liabilities (4,226 ) Deferred income taxes (3,622 ) Total liabilities assumed (7,848 ) Net assets acquired $ 82,431 Goodwill 351,445 Total preliminary purchase consideration $ 433,876 The acquisition was recorded by allocating the costs of the net assets acquired based on their estimated fair values at the acquisition date. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. Wright’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as we finalize our valuations of assets acquired and liabilities assumed in connection with the acquisition. The primary areas of the purchase price allocation that are not yet finalized relate to identifiable intangible assets. Trade receivables and payables, as well as certain other current assets and property, plant and equipment, were valued at the existing carrying values as they approximated the fair value of those items at the acquisition date, based on management’s judgments and estimates. Trade receivables included gross contractual amounts of $5.8 million and our best estimate of $1.4 million which represented 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. 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), technology life cycles, customer attrition rates, and the discount rate applied to the cash flows. Of the $81.0 million of acquired intangible assets, $52.0 million was assigned to customer relationships ( 15 year life), $28.0 million was assigned to developed technology ( 7 year life), and $1.0 million was assigned to in-process research and development. 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 Cartiva. The goodwill is not expected to be deductible for tax purposes. Pro Forma Condensed Combined Financial Information (Unaudited) The following unaudited pro forma combined financial information summarizes the results of operations for the periods indicated as if the Cartiva acquisition had been completed as of January 1, 2018. Pro forma information reflects adjustments that are expected to have a continuing impact on our results of operations and are directly attributable to the acquisition. The unaudited pro forma results include adjustments to reflect the amortization of the inventory step-up and the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of January 1, 2018 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings. (in thousands) Three months ended March 31, 2019 April 1, 2018 Net sales $ 230,127 $ 207,444 Net loss from continuing operations (29,904 ) (20,154 ) |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations For the three months ended March 31, 2019 and April 1, 2018 , our loss from discontinued operations, net of tax, totaled $6.3 million and $5.6 million , respectively. Our operating results from discontinued operations during 2019 and 2018 were attributable primarily to expenses, net of insurance recoveries, associated with legacy Wright’s former OrthoRecon business as described in Note 13 . OrthoRecon Business On January 9, 2014, legacy Wright completed the divestiture and sale of its OrthoRecon business to MicroPort Scientific Corporation. 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. All current and historical operating results for the OrthoRecon business are reflected within discontinued operations in the condensed consolidated financial statements. The following table summarizes the results of discontinued operations for the OrthoRecon business (in thousands): Three months ended March 31, 2019 April 1, 2018 Net sales $ — $ — Selling, general and administrative 6,345 5,437 Loss from discontinued operations before income taxes (6,345 ) (5,437 ) Provision for income taxes — — Total loss from discontinued operations, net of tax $ (6,345 ) $ (5,437 ) We will incur continuing cash outflows associated with legal defense costs and the ultimate resolution of these contingent liabilities, net of insurance proceeds, until these liabilities are resolved. Cash used in operating activities by the OrthoRecon business totaled $23.2 million and $24.0 million for the three months ended March 31, 2019 and April 1, 2018 , respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): March 31, 2019 December 30, 2018 Raw materials $ 10,057 $ 9,612 Work-in-process 28,896 26,839 Finished goods 147,957 144,239 $ 186,910 $ 180,690 |
Derivatives and Fair Value of F
Derivatives and Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Derivatives and Fair Value [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 shall be recognized currently in earnings unless specific hedge accounting criteria are met. FASB ASC Section 820, Fair Value Measurement 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. 2023 Notes Conversion Derivative and Notes Hedges On June 28, 2018, we issued $675 million aggregate principal amount of 1.625% cash exchangeable senior notes due 2023 (2023 Notes). See Note 10 of the condensed consolidated financial statements for additional information regarding the 2023 Notes. The 2023 Notes have a conversion derivative feature (2023 Notes Conversion Derivative) that requires bifurcation from the 2023 Notes in accordance with ASC Topic 815 and is accounted for as a derivative liability. The fair value of the 2023 Notes Conversion Derivative at the time of issuance of the 2023 Notes was $124.6 million . In connection with the issuance of the 2023 Notes, we entered into hedges (2023 Notes Hedges) with certain option counterparties. The 2023 Notes Hedges, which are cash-settled, are generally intended to reduce our exposure to potential cash payments we are required to make upon conversion of the 2023 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The aggregate cost of the 2023 Notes Hedges which were purchased at the time of issuance of the 2023 Notes was $141.3 million . On February 7, 2019, WMG issued $139.6 million aggregate principal amount of the 2023 Notes pursuant to the 2023 Notes Indenture (Additional 2023 Notes). The Additional 2023 Notes were delivered to certain accredited investors and/or qualified institutional buyers in exchange for $130.1 million aggregate principal amount of 2020 Notes. See Note 10 of the condensed consolidated financial statements for additional information regarding the Additional 2023 Notes and the exchange. In connection with the above-described exchange, on January 30, 2019 and January 31, 2019, we, along with WMG, entered into cash-settled convertible note hedge transactions with certain option counterparties which are expected generally to reduce the net cash payments that WMG may be required to make upon conversion of the Additional 2023 Notes to the extent that such cash payments exceed the principal amount of the Additional 2023 Notes and the per share market price of our ordinary shares, as measured under the terms of the cash convertible note hedge transactions, is greater than the strike price of the cash convertible note hedge transactions, which is $33.37 , corresponding to the initial conversion price of the Additional 2023 Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the 2023 Notes. WMG paid approximately $30.1 million in the aggregate to the option counterparties for the 2023 Notes Hedges that were issued in conjunction with the Additional 2023 Notes. The 2023 Notes Hedges are accounted for as a derivative asset in accordance with ASC Topic 815. In connection with certain events, our option counterparties have the discretion to make certain adjustments to the 2023 Note Hedges, which may reduce the effectiveness of the 2023 Note Hedges. The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2023 Notes Hedges and 2023 Notes Conversion Derivative: Location on condensed consolidated balance sheet March 31, 2019 December 30, 2018 2023 Notes Hedges Other assets $ 201,257 $ 115,923 2023 Notes Conversion Derivative Other liabilities $ 201,431 $ 116,833 The 2023 Notes Hedges and the 2023 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 2023 Notes Conversion Derivative nor the 2023 Notes Hedges qualify for hedge accounting; thus, any changes in the fair value of the derivatives are recognized immediately in our condensed consolidated statements of operations. The fair value of the incremental 2023 Notes Conversion Derivative at the time of issuance of the Additional 2023 Notes was $28.9 million , and as the exchange was accounted for as a debt modification, this amount was recognized as a loss during the quarter ended March 31, 2019 . Additionally, the following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2023 Notes Hedges and 2023 Notes Conversion Derivative: Three months ended March 31, 2019 2023 Notes Hedges $ 55,190 2023 Notes Conversion Derivative (55,723 ) Net (loss) on changes in fair value $ (533 ) 2021 Notes Conversion Derivative and Notes Hedges On May 20, 2016 , we issued $395 million aggregate principal amount of 2.25% cash convertible senior notes due 2021 (2021 Notes). See Note 10 of the condensed 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 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 our condensed consolidated balance sheets (in thousands) of the 2021 Notes Hedges and 2021 Notes Conversion Derivative: March 31, 2019 December 30, 2018 Location on condensed consolidated balance sheet Amount Location on condensed consolidated balance sheet Amount 2021 Notes Hedges Other current assets $ 250,222 Other assets $ 188,301 2021 Notes Conversion Derivative Accrued expenses and other current liabilities $ 248,299 Other liabilities $ 187,539 As of March 31, 2019, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes may convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes and the fair value of the 2021 Notes Conversion Derivative were classified as current liabilities, and the fair value of the 2021 Notes Hedges were classified as current assets as of March 31, 2019. The respective balances were classified as long-term as of December 30, 2018. We currently do not expect significant conversions because the 2021 Notes currently trade at a premium to the as-converted value, and a converting holder would forego future interest payments. However, any conversions would reduce our cash resources. We believe that, in the event that holders elect to exercise the conversion option, our cash resources and access to additional borrowings would provide the necessary liquidity. 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 changes in the fair value of the derivatives are recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2021 Notes Hedges and 2021 Notes Conversion Derivative: Three months ended March 31, 2019 April 1, 2018 2021 Notes Hedges $ 61,921 $ (11,694 ) 2021 Notes Conversion Derivative (60,760 ) 10,721 Net gain (loss) on changes in fair value $ 1,161 $ (973 ) 2020 Notes Conversion Derivative and Notes Hedges On February 13, 2015 , WMG issued $632.5 million aggregate principal amount of 2.00% cash convertible senior notes due 2020 (2020 Notes). See Note 10 of the condensed 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 for the 2021 Notes. 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. As part of this transaction, we also settled a portion of the 2020 Notes Hedges for $3.9 million . Concurrently with the issuance and sale of the 2023 Notes, certain holders of the 2020 Notes exchanged approximately $400.9 million aggregate principal amount of their 2020 Notes for the 2023 Notes. As part of this transaction, we agreed to settle a pro rata portion of the 2020 Notes Hedges. We also agreed to repurchase a pro rata portion of the warrants associated with the 2020 Notes (2020 Warrants Derivative) and recorded a derivative liability which had a fair value of $27.3 million as of June 28, 2018. Prior to this agreement, the warrants were recorded within shareholders’ equity as, at that time, the warrants were expected to be net-share settled. The pricing of the settled portion of the 2020 Notes Hedges and 2020 Warrants Derivative was based on the volume-weighted average price of our stock price during July 9, 2018 and July 27, 2018, the unwind period. On July 30, 2018, we received proceeds of approximately $34.6 million related to the 2020 Notes Hedges and paid $24.0 million related to the 2020 Warrants Derivative, generating net proceeds of $10.6 million . On February 7, 2019, WMG issued $139.6 million of Additional 2023 Notes. The Additional 2023 Notes were delivered to certain accredited investors and/or qualified institutional buyers in exchange for $130.1 million aggregate principal amount of 2020 Notes. See Note 10 of the condensed consolidated financial statements for additional information regarding the Additional 2023 Notes and the exchange. In connection with the above described exchange, WMG also settled a pro rata share of the 2020 Notes Conversion Derivatives,2020 Notes Hedges, and warrants corresponding to the amount of 2020 Notes exchanged pursuant to this exchange. We received proceeds of approximately $16.8 million related to the 2020 Notes Hedges and paid approximately $11.0 million related to the 2020 Warrants Derivative, generating net proceeds of $5.8 million . The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2020 Notes Hedges and 2020 Notes Conversion Derivative: Location on condensed consolidated balance sheet March 31, 2019 December 30, 2018 2020 Notes Hedges Other current assets $ 9,223 $ 17,822 2020 Notes Conversion Derivative Accrued expenses and other current liabilities $ 8,991 $ 17,386 The holders of the 2020 Notes may convert their notes at any time prior to August 15, 2019 solely into cash upon satisfaction of certain circumstances as described in Note 10 . On or after August 15, 2019, holders may convert their 2020 Notes solely into cash, regardless of the foregoing circumstances. Due to the ability of the holders of the 2020 Notes to convert within the next year, the carrying value of the 2020 Notes and the fair value of the 2020 Notes Conversion Derivatives were classified as current liabilities and the fair value of the 2020 Notes Hedges was classified as current assets as of March 31, 2019 and December 30, 2018. The 2020 Notes Hedges and 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 our condensed consolidated statements of operations. The pro rata share of the 2020 Notes Conversion Derivative that was settled as part of the Additional 2023 Notes exchange had a fair value of $16.3 million immediately prior to issuance of the Additional 2023 Notes which was recognized as a gain on settlement during the quarter ended March 31, 2019 . Additionally, the following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2020 Notes Hedges and 2020 Notes Conversion Derivative: Three months ended March 31, 2019 April 1, 2018 2020 Notes Hedges $ 8,250 $ (3,100 ) 2020 Notes Conversion Derivative (7,882 ) 2,379 Net gain (loss) on changes in fair value $ 368 $ (721 ) To determine the fair value of the embedded conversion option in the 2020, 2021, and 2023 Notes Conversion Derivatives, a trinomial lattice model was used. A trinomial stock price lattice 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 2020, 2021, and 2023 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 2020, 2021, and 2023 Notes Conversion Derivatives 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 2020, 2021, or 2023 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 2020, 2021, and 2023 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 2020, 2021, or 2023 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, 2021 and 2023 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 as of March 31, 2019 : 2020 Notes Conversion Derivative 2020 Notes 2021 Notes Conversion Derivative 2021 Notes Hedge 2023 Notes Conversion Derivative 2023 Notes Hedge Black Stock Volatility (1) 33.03% 33.03% 39.97% 39.97% 31.48% 31.48% Credit Spread for Wright (2) 2.31% N/A 3.88% N/A 2.70% N/A Credit Spread for Deutsche Bank AG (3) N/A 0.83% N/A N/A N/A 1.51% Credit Spread for Wells Fargo Securities, LLC (3) N/A 0.20% N/A N/A N/A N/A Credit Spread for JPMorgan Chase Bank (3) N/A 0.21% N/A 0.33% N/A 0.41% Credit Spread for Bank of America (3) N/A N/A N/A 0.33% N/A 0.42% (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. Derivatives not Designated as Hedging Instruments As a result of the acquired sales and distribution business of Surgical Specialties Australia Pty. Ltd in 2015, we had recorded the estimated fair value of future contingent consideration of approximately $0.9 million as of December 31, 2017 which was paid during the quarter ended April 1, 2018. As a result of the acquired business of IMASCAP in 2017, we have recorded the estimated fair value of future contingent consideration of approximately €17.0 million , or approximately $19.1 million , related to the achievement of certain technical milestones and sales earnouts as of March 31, 2019 . The estimated fair value of contingent consideration related to technical milestones totaled $12.6 million and $12.7 million as of March 31, 2019 and December 30, 2018, respectively, and is contingent upon the development and approval of a next generation reverse shoulder implant system and new software modules. The estimated fair value of contingent consideration related to sales earnouts totaled $6.5 million and $6.5 million as of March 31, 2019 and December 30, 2018, respectively, and is contingent upon the sale of certain guides and the next generation reverse shoulder implant system. The fair values of the sales earn out contingent consideration as of March 31, 2019 and December 30, 2018 were determined using a discounted cash flow model and probability adjusted estimates of the future earnings and are classified in Level 3. The discount rate is 12% for the sales earn out contingent consideration. The contingent consideration from the IMASCAP acquisition related to technical milestones is based on meeting certain developmental milestones for new software modules and for the FDA and CE approval for the next generation reverse shoulder implant system. The fair value of this contingent consideration as of March 31, 2019 and December 30, 2018 was determined using probability adjusted estimates of the future payments and is classified in Level 3. The discount rate is approximately 6% for the contingent consideration related to technical milestones. A change in the discount rate would have limited impact on our profits or the fair value of this contingent consideration. 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 entitled its holder to receive additional cash payments of up to $6.50 per share, which were 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 CVR agreement also provided for a revenue milestone payment equal to $1.50 per share, or $42 million , to be paid if, prior to March 1, 2019, sales of AUGMENT ® Bone Graft reached $40 million over 12 consecutive months. Sales for AUGMENT ® Bone Graft reached $40 million for the 12 months ended October 28, 2018, and this milestone payment was paid during the fourth quarter of 2018. The CVR agreement also provided for a second revenue milestone equal to $ $1.50 per share, or $42 million , if, prior to March 1, 2019, sales of AUGMENT ® Bone Graft reach $70 million over 12 consecutive months. This milestone was not met before the termination of the CVRs. There were no CVRs outstanding as of March 31, 2019 , as the agreement terminated on March 1, 2019. The fair value of the CVRs outstanding at December 30, 2018 was $0.4 million and was determined using the closing price of the security in the active market (Level 1), and is reflected within “Accrued expenses and other current liabilities” on our condensed consolidated balance sheet. For the three months ended March 31, 2019 and April 1, 2018 , the change in the fair value of the CVRs resulted in a gain of $0.4 million and $3.9 million , respectively. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates the fair value of these financial instruments at March 31, 2019 and December 30, 2018 due to their short maturities and variable rates. The following tables summarize 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 March 31, 2019 Assets Cash and cash equivalents $ 161,516 $ 161,516 $ — $ — 2020 Notes Hedges 9,223 — — 9,223 2021 Notes Hedges 250,222 — — 250,222 2023 Notes Hedges 201,257 — — 201,257 Total $ 622,218 $ 161,516 $ — $ 460,702 Liabilities 2020 Notes Conversion Derivative $ 8,991 $ — $ — $ 8,991 2021 Notes Conversion Derivative 248,299 — — 248,299 2023 Notes Conversion Derivative 201,431 — — 201,431 Contingent consideration 19,191 — — 19,191 Total $ 477,912 $ — $ — $ 477,912 Total Quoted prices Prices with Prices with At December 30, 2018 Assets Cash and cash equivalents $ 191,351 $ 191,351 $ — $ — 2020 Notes Hedges 17,822 — — 17,822 2021 Notes Hedges 188,301 — — 188,301 2023 Notes Hedges 115,923 — — 115,923 Total $ 513,397 $ 191,351 $ — $ 322,046 Liabilities 2020 Notes Conversion Derivative $ 17,386 $ — $ — $ 17,386 2021 Notes Conversion Derivative 187,539 — — 187,539 2023 Notes Conversion Derivative 116,833 — — 116,833 Contingent consideration 19,248 — — 19,248 Contingent consideration (CVRs) 420 420 — — Total $ 341,426 $ 420 $ — $ 341,006 The following is a roll forward of our assets and liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) (in thousands): Balance at December 30, 2018 Additions Transfers into Level 3 Gain/(loss) on fair value adjustments included in earnings Gain/(loss) on issuance/settlement included in earnings Settlements Currency Balance at March 31, 2019 2020 Notes Hedges $ 17,822 $ — $ — $ 8,250 $ — $ (16,849 ) $ — $ 9,223 2020 Notes Conversion Derivative $ (17,386 ) — — (7,882 ) 16,277 — — $ (8,991 ) 2021 Notes Hedges $ 188,301 — — 61,921 — — — $ 250,222 2021 Notes Conversion Derivative $ (187,539 ) — — (60,760 ) — — — $ (248,299 ) 2023 Notes Hedges $ 115,923 30,144 — 55,190 — — — $ 201,257 2023 Notes Conversion Derivative $ (116,833 ) — — (55,723 ) (28,875 ) — — $ (201,431 ) Contingent consideration $ (19,248 ) — — (92 ) — — 149 $ (19,191 ) |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
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): March 31, 2019 December 30, 2018 Property, plant and equipment, at cost $ 562,393 $ 534,366 Less: Accumulated depreciation (329,025 ) (309,437 ) $ 233,368 $ 224,929 |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangible Assets Changes in the carrying amount of goodwill occurring during the three months ended March 31, 2019 and April 1, 2018 are as follows (in thousands): U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Total Goodwill at December 30, 2018 $ 569,970 $ 627,850 $ 71,134 $ 1,268,954 Foreign currency translation — (1,549 ) (4,880 ) (6,429 ) Goodwill at March 31, 2019 $ 569,970 $ 626,301 $ 66,254 $ 1,262,525 Goodwill at December 31, 2017 $ 218,525 $ 630,650 $ 84,487 $ 933,662 Foreign currency translation — 3,275 5,642 8,917 Goodwill at April 1, 2018 $ 218,525 $ 633,925 $ 90,129 $ 942,579 Goodwill is recognized for the excess of the purchase price over the fair value of net assets of businesses acquired. Goodwill is required to be tested for impairment at least annually. Unless circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter annually. Following the December 2017 IMASCAP acquisition, foreign currency translation has been reported within the U.S. Upper Extremities segment. While the IMASCAP offices are located in France and the majority of their operations have a functional currency of the Euro, the results of the IMASCAP business are managed by the U.S. Upper Extremities segment. The components of our identifiable intangible assets, net, are as follows (in thousands): March 31, 2019 December 30, 2018 Cost Accumulated amortization Cost Accumulated amortization Indefinite life intangibles: In-process research and development (IPRD) technology $ 6,180 $ — $ 6,262 $ — Finite life intangibles: Completed technology 172,597 58,969 174,596 55,114 Licenses 9,247 1,996 6,547 1,851 Customer relationships 181,280 33,373 179,605 30,935 Trademarks 14,014 11,589 14,048 11,564 Non-compete agreements 3,332 2,499 3,252 2,514 Other 766 766 764 764 Total finite life intangibles 381,236 $ 109,192 378,812 $ 102,742 Total intangibles 387,416 385,074 Less: Accumulated amortization (109,192 ) (102,742 ) Intangible assets, net $ 278,224 $ 282,332 Based on the total finite life intangible assets held at March 31, 2019 , we expect amortization expense of approximately $30.6 million in 2019 , $30.0 million in 2020 , $29.9 million in 2021 , $29.7 million in 2022 , and $29.6 million in 2023 . |
Leases (Notes)
Leases (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | Leases We lease various manufacturing, warehousing and distribution facilities, administrative and sales offices as well as equipment under operating leases. We evaluate our contracts to identify leases, which are generally deemed to exist if there is an identified asset over which we have the right to direct its use and from which we obtain substantially all of the economic benefit from its use. Certain of our lease agreements contain rent escalation clauses, rent holidays, and other lease concessions. We recognize our minimum rental expense on a straight-line basis over the term of the lease beginning with the date of initial control of the asset. With the adoption of ASC 842 we recognized all operating leases with terms greater than twelve months in duration on our condensed consolidated balance sheet as of December 31, 2018 as right-of-use assets and lease liabilities which totaled approximately $30 million . Additionally, we recorded a cumulative adjustment of $0.2 million to our accumulated deficit upon adoption. We adopted the standard using the prospective approach and did not retrospectively apply it to prior periods. We have made certain assumptions and judgments when applying ASC 842, the most significant of which are: • We elected the package of practical expedients available for transition which allows us to not reassess whether expired or existing contracts contain leases under the new definition of a lease, lease classification for expired or existing leases and whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. • We elected to use hindsight when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset. • For all asset classes, we elected to not recognize a right-of-use asset and lease liability for short-term leases. • For all asset classes, we elected to not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component. • The determination of the discount rate used in a lease is our incremental borrowing rate which is based on what we would normally pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Our net ROU assets under operating leases are included within Other Assets on our condensed consolidated balance sheet and include the following (in thousands): March 31, 2019 Buildings $ 25,334 Machinery and equipment 2,219 Furniture, fixtures and office equipment 1,385 $ 28,938 At March 31, 2019 , future minimum lease payments under operating lease obligations, together with the present value of the net minimum lease payments, are included within Accrued expenses and other current liabilities and Other liabilities as follows (in thousands): 2019 $ 6,988 2020 7,509 2021 5,859 2022 4,286 2023 2,841 Thereafter 8,154 Total minimum payments 35,637 Less amount representing interest (6,675 ) Present value of minimum lease payments 28,962 Current portion (7,847 ) Long-term portion $ 21,115 Prior to the adoption of ASC 842, operating leases were expensed ratably over the lease period and were not reflected within our balance sheet as of December 30, 2018. 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, were as follows at December 30, 2018 (in thousands): 2019 $ 9,606 2020 7,498 2021 6,019 2022 4,433 2023 2,678 Thereafter 10,998 Total minimum payments $ 41,232 The components of property, plant and equipment recorded under finance leases consist of the following (in thousands): March 31, 2019 December 30, 2018 Buildings $ 12,017 $ 12,017 Machinery and equipment 28,004 24,331 Furniture, fixtures and office equipment 544 559 40,565 36,907 Less: Accumulated depreciation (13,131 ) (11,906 ) $ 27,434 $ 25,001 Future minimum lease payments under finance lease obligations, together with the present value of the net minimum lease payments, are as follows (in thousands): March 31, 2019 December 30, 2018 2019 $ 6,183 $ 7,369 2020 7,005 6,106 2021 5,271 4,545 2022 4,296 3,553 2023 2,961 2,430 Thereafter 4,841 4,682 Total minimum payments 30,557 28,685 Less amount representing interest (3,033 ) (3,146 ) Present value of minimum lease payments 27,524 25,539 Current portion (7,048 ) (6,384 ) Long-term portion $ 20,476 $ 19,155 Amounts recorded within our condensed consolidated statement of operations for the three months ended March 31, 2019 related to leased assets are as follows (in thousands): March 31, 2019 Lease cost Finance lease cost: Depreciation $ 1,225 Interest on lease liabilities 269 Operating lease cost 2,621 Short-term lease cost 42 Variable lease cost 105 Total lease cost $ 4,262 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 269 Operating cash flows from operating leases $ 2,566 Financing cash flows from finance leases $ 1,793 Weighted-average remaining lease term - finance leases 5.05 Weighted-average remaining lease term - operating leases 5.80 Weighted-average discount rate - finance leases 4.63 % Weighted-average discount rate - operating leases 7.25 % |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Lease Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Long Term Debt and Capital Lease Obligations | Debt and Finance Lease Obligations Debt and finance lease obligations consist of the following (in thousands): March 31, 2019 December 30, 2018 Finance lease obligations $ 27,524 $ 25,539 2023 Notes 675,973 548,076 2021 Notes 1 326,913 321,286 2020 Notes 1 53,350 173,533 Term Loan Facility 19,056 18,979 Asset-based line of credit 20,186 17,761 Other debt 9,028 9,953 1,132,030 1,115,127 Less: Current portion 1 (410,311 ) (201,686 ) $ 721,719 $ 913,441 _______________________ 1 As of March 31, 2019, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes may convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes were classified as current liabilities as of March 31, 2019. The holders of the 2020 Notes may convert their notes at any time prior to August 15, 2019 solely into cash upon satisfaction of certain circumstances as described below. On or after August 15, 2019, holders may convert their 2020 Notes solely into cash, regardless of the foregoing circumstances. Due to the ability of the holders of the 2020 Notes to convert within the next year, the carrying value of the 2020 Notes were classified as current liabilities as of March 31, 2019 and December 30, 2018. 2023 Notes On June 28, 2018, WMG issued $675 million aggregate principal amount of the 2023 Notes pursuant to an indenture (2023 Notes Indenture), dated as of June 28, 2018, with The Bank of New York Mellon Trust Company, N.A., as trustee. The 2023 Notes are fully and unconditionally guaranteed by us on a senior unsecured basis. The 2023 Notes are referred to as “exchangeable” in the 2023 Notes Indenture because they were issued by WMG, not us. The 2023 Notes require interest to be paid at an annual rate of 1.625% semi-annually in arrears on each June 15 and December 15 and will mature on June 15, 2023 unless earlier converted or repurchased. The 2023 Notes are convertible, subject to certain conditions, solely into cash. The initial conversion rate for the 2023 Notes is 29.9679 ordinary shares (subject to adjustment as provided in the 2023 Notes Indenture) per $1,000 principal amount of the 2023 Notes (subject to, and in accordance with, the settlement provisions of the 2023 Notes Indenture), which is equal to an initial conversion price of approximately $33.37 per ordinary share. WMG may not redeem the 2023 Notes prior to the maturity date, and no “sinking fund” is available for the 2023 Notes, which means that WMG is not required to redeem or retire the 2023 Notes periodically. The holders of the 2023 Notes may convert their 2023 Notes at any time prior to the close of business on the business day immediately preceding December 15, 2022 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 September 30, 2018 (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 2023 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 December 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2023 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 2023 Notes, equal to the settlement amount as calculated under the 2023 Notes Indenture. If a fundamental change, as defined in the 2023 Notes Indenture, occurs, subject to certain conditions, holders of the 2023 Notes will have the option to require WMG to repurchase for cash all or a portion of their 2023 Notes at a repurchase price equal to 100% of the principal amount of the 2023 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the 2023 Notes Indenture. In addition, following a make-whole fundamental change, as defined in the 2023 Notes Indenture, that occurs prior to the maturity date, WMG, under certain circumstances, will increase the applicable conversion rate for a holder that elects to convert its 2023 Notes in connection with such make-whole fundamental change. Our guarantee of the 2023 Notes is our senior unsecured obligation that ranks: (i) senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the guarantee; (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 2023 Notes, we recorded deferred financing charges of approximately $12.4 million . The 2023 Notes Conversion Derivative requires bifurcation from the 2023 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 2023 Notes Conversion Derivative. The fair value of the 2023 Notes Conversion Derivative at the time of issuance of the 2023 Notes was $124.6 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2023 Notes. On February 7, 2019, WMG issued $139.6 million aggregate principal amount of Additional 2023 Notes. The Additional 2023 Notes were delivered to certain accredited investors and/or qualified institutional buyers in exchange for $130.1 million aggregate principal amount of 2020 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, WMG delivered $1,072.40 principal amount of Additional 2023 Notes to the exchanging investor (subject, in each case, to rounding to the nearest $1,000 aggregate principal amount for each such exchanging investor). As this was a debt modification, a pro rata share of the 2020 Notes discount and deferred financing costs which totaled $7.4 million and $0.9 million , respectively, was transferred to the 2023 Notes discount and deferred financing costs. Additionally, the 2023 Notes discount was adjusted in order for net debt to remain the same subsequent to the exchange. The discount and deferred financing costs will be amortized over the remaining term of the 2023 Notes using the effective interest method. For the three months ended March 31, 2019 , we recorded $5.5 million of interest expense related to the amortization of the debt discount. The components of the 2023 Notes were as follows (in thousands): March 31, 2019 December 30, 2018 Principal amount of 2023 Notes $ 814,556 $ 675,000 Unamortized debt discount (125,881 ) (114,554 ) Unamortized debt issuance costs (12,702 ) (12,370 ) Net carrying amount of 2023 Notes $ 675,973 $ 548,076 The estimated fair value of the 2023 Notes was approximately $916.0 million at March 31, 2019 , based on a quoted price in an active market (Level 1). We and WMG entered into 2023 Notes Hedges in connection with the issuance of the 2023 Notes with certain option counterparties. The 2023 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 2023 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; (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 2023 Note Hedges; (iii) our or WMG’s failure to perform certain obligations under the 2023 Notes Indenture or under the 2023 Notes Hedges; (iv) certain defaults on our, WMG’s or any our other subsidiary’s indebtedness in excess of $25 million ; or (v) if we, WMG or any of our significant subsidiaries become insolvent or otherwise becomes subject to bankruptcy proceedings, the option counterparties have the discretion to terminate the 2023 Notes Hedges, which may reduce the effectiveness of the 2023 Notes Hedges. In addition, the option counterparties have broad discretion to make certain adjustments to the 2023 Notes Hedges and warrant transactions upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2023 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 2023 Note Hedges. The 2023 Notes Hedges are accounted for as a derivative asset in accordance with ASC Topic 815. See Note 6 of the condensed consolidated financial statements for additional information regarding the 2023 Notes Hedges and the 2023 Notes Conversion Derivative. We also entered into warrant transactions in which we sold warrants that are initially exercisable into 20.2 million ordinary shares to the two option counterparties, subject to adjustment upon the occurrence of certain events, for an aggregate of $102.1 million . The strike price of the warrants is $40.86 per share, which was 50% above the last reported sale price of our ordinary shares on June 20, 2018. The warrants are expected to be net-share settled and exercisable over the 120 -trading day period beginning on September 15, 2023. 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. On January 30, 2019 and January 31, 2019 , we, along with WMG, entered into cash-settled convertible note hedge transactions with certain option counterparties, which are expected generally to reduce the net cash payments that WMG may be required to make upon conversion of the Additional 2023 Notes to the extent that such cash payments exceed the principal amount of the Additional 2023 Notes and the per share market price of our ordinary shares, as measured under the terms of the cash convertible note hedge transactions, is greater than the strike price of the cash convertible note hedge transactions, corresponding to the initial conversion price of the Additional 2023 Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the 2023 Notes. On the same day, we also entered into warrant transactions with the option counterparties in which we agreed to sell the option counterparties warrants that are initially exercisable into 4.2 million ordinary shares and subject to adjustment upon the occurrence of certain events. The strike price of the warrants will initially be $40.86 per ordinary share, which is approximately 36.3% above the last reported sale price of the ordinary shares on January 30, 2019, as reported on the Nasdaq Global Select Market. The warrant transactions will have a dilutive effect on the ordinary shares to the extent that the market price per ordinary share, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants. WMG paid approximately $30.1 million in the aggregate to the option counterparties for the note hedge transactions, and received approximately $21.2 million in the aggregate from the option counterparties for the warrants, resulting in a net cost to us of approximately $8.9 million . Aside from the initial premiums to the option counterparties and subject to the right of the option counterparties to terminate the 2023 Notes Hedges in certain circumstances, we do not expect to be required to make any cash payments to the option counterparties under the 2023 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 2023 Notes Hedges is initially equal to the conversion price of the 2023 Notes. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2023 Note Hedges, which may reduce the effectiveness of the 2023 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 2023 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 2023 Notes, certain holders of the 2020 Notes exchanged their 2020 Notes for the 2023 Notes. 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 will 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 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. As of March 31, 2019, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes may convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes and the fair value of the 2021 Notes Conversion Derivative were classified as current liabilities, and the fair value of the 2021 Notes Hedges were classified as current assets as of March 31, 2019. The respective balances were classified as long-term as of December 30, 2018. We currently do not expect significant conversions because the 2021 Notes currently trade at a premium to the as-converted value, and a converting holder would forego future interest payments. However, any conversions would reduce our cash resources. We believe that, in the event that holders elect to exercise the conversion option, our cash resources and access to additional borrowings would provide the necessary liquidity. 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 three months ended March 31, 2019 and April 1, 2018 , we recorded $5.3 million and $4.8 million of interest expense, respectively, related to the amortization of the debt discount. The components of the 2021 Notes were as follows (in thousands): March 31, 2019 December 30, 2018 Principal amount of 2021 Notes $ 395,000 $ 395,000 Unamortized debt discount (64,085 ) (69,382 ) Unamortized debt issuance costs (4,002 ) (4,332 ) Net carrying amount of 2021 Notes $ 326,913 $ 321,286 The estimated fair value of the 2021 Notes was approximately $611.8 million at March 31, 2019 , 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 2021 Notes Hedges are accounted for as a derivative asset in accordance with ASC Topic 815. See Note 6 of the condensed consolidated financial statements for additional information regarding the 2021 Notes Hedges and the 2021 Notes Conversion Derivative. 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 premium to the 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. 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 were initially issued whereby they were 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 represented an initial conversion price of approximately $30.87 per share of WMG common stock. On November 24, 2015, we 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 our 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 a 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 a 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 . Due to the ability of the holders of the 2020 Notes to convert within the next year, the carrying value of the 2020 Notes and the fair value of the 2020 Notes Conversion Derivatives were classified as current liabilities and the fair value of the 2020 Notes Hedges was classified as current assets as of March 31, 2019 and December 30, 2018. 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 condensed 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. Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2020 Notes exchanged approximately $45 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 $990.00 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 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. Concurrently with the issuance and sale of the 2023 Notes, certain holders of the 2020 Notes exchanged approximately $400.9 million aggregate principal amount of their 2020 Notes for the 2023 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, we delivered $1,138.70 principal amount of the 2023 Notes (subject to rounding down to the nearest $1,000 principal amount of the 2023 Notes for each exchanging investor, the difference being referred as the rounded amount) to the investor. As a result of this note exchange and retirement of $400.9 million aggregate principal amount of the 2020 Notes, we recognized appr |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
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 (loss) but are excluded from net loss as these amounts are initially recorded as an adjustment to shareholders’ equity. Amounts in OCI may be reclassified to net loss upon the occurrence of certain events. For the three months ended March 31, 2019 and April 1, 2018 , OCI was comprised solely of foreign currency translation adjustments. Changes in AOCI for the three months ended March 31, 2019 and April 1, 2018 were as follows (in thousands): Three months ended March 31, 2019 Currency translation adjustment Balance at December 30, 2018 $ (8,083 ) Other comprehensive loss (11,303 ) Balance at March 31, 2019 $ (19,386 ) Three months ended April 1, 2018 Currency translation adjustment Balance at December 31, 2017 $ 22,290 Other comprehensive income 12,458 Balance at April 1, 2018 $ 34,748 |
Earnings per share (Notes)
Earnings per share (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
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 126.1 million and 125.6 million ordinary shares issued and outstanding as of March 31, 2019 and December 30, 2018 , respectively. 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 three months ended March 31, 2019 and April 1, 2018 , our ordinary share equivalents consisted of stock options, restricted stock units, performance share units, and warrants. The dilutive effect of the stock options, restricted stock units, performance share units, and warrants is calculated using the treasury-stock method. We had outstanding options to purchase 9.4 million ordinary shares, 1.3 million restricted stock units, and 0.2 million performance stock units, assuming target performance, at March 31, 2019 and outstanding options to purchase 9.7 million ordinary shares, 1.3 million restricted stock units, and 0.1 million performance stock units, assuming target performance, at April 1, 2018 . We had outstanding net-share settled warrants on the 2020 Notes of 1.9 million and 19.6 million ordinary shares at March 31, 2019 and April 1, 2018 , respectively. We also had net-share settled warrants on the 2021 Notes of 18.5 million ordinary shares at March 31, 2019 and April 1, 2018 . Finally, we had net-share settled warrants on the 2023 Notes of 24.4 million ordinary shares at March 31, 2019 . None of the options, restricted stock units, performance share units, or warrants were included in the calculation of diluted net loss from continuing operations per share, diluted net loss from discontinued operations per share, and diluted net loss per share for the three months ended March 31, 2019 or April 1, 2018 , because we recorded a net loss from continuing operations for all periods. Including these instruments would be anti-dilutive as the net loss from continuing operations is the control number in determining whether those potential common shares are dilutive or anti-dilutive. The weighted-average number of ordinary shares outstanding for basic and diluted earnings per share purposes is as follows (in thousands): Three months ended March 31, 2019 April 1, 2018 Weighted-average number of ordinary shares outstanding-basic and diluted 125,812 105,904 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies Legal Contingencies The legal contingencies described in this footnote relate primarily to 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 the PROFEMUR ® series of hip replacement devices. The subpoena covers the period from January 1, 2000 to August 2, 2012. We will continue to cooperate as required. Patent Litigation On March 23, 2018, WMT filed suit against Paragon 28, Inc. (Paragon 28) in the United States District Court for the District of Colorado, alleging infringement of ten patents concerning orthopedic plates, plating systems and instruments, and related methods of use. Our complaint seeks damages, injunctive relief and attorneys’ fees. On June 4, 2018, Paragon 28 filed an amended answer and counterclaim seeking declaratory judgment of non-infringement and invalidity of the patent-in-suit, and attorneys’ fees. On September 28, 2018, WMT filed an amended complaint adding claims against Paragon 28 for misappropriation of trade secrets and related wrongdoing. Paragon 28 filed a motion to dismiss those trade secret-related claims, which WMT has opposed, and the motion remains pending. In March 2019, Paragon 28 filed four petitions with the Patent Trial and Appeal Board seeking Inter Partes Reviews of the patents in question. We are in the process of preparing our response to this filing. Product Liability We have received claims for personal injury against us associated with fractures of the PROFEMUR ® titanium modular neck product (PROFEMUR ® Claims). As of March 31, 2019, there were approximately 17 unresolved pending U.S. lawsuits and approximately 55 unresolved pending non-U.S. lawsuits alleging such claims ( 44 of which are part of a single consolidated class action lawsuit in Canada). 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 the PROFEMUR ® modular neck, which has greater strength characteristics than the alternative titanium version. However, during the fiscal 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 the United States and Canada who have previously required a revision following a fracture of a PROFEMUR ® titanium modular neck, or who may require a revision in the future. Management has estimated that this aggregate liability is $17.4 million as of March 31, 2019. We have classified $10.8 million of this liability in “Accrued expenses and other current liabilities,” as we expect to pay such claims within the next twelve months, and $6.6 million as non-current in “Other liabilities” on our consolidated balance sheet. We expect to pay the majority of these claims within the next two years. Any claims associated with this product outside of the United States and Canada, or for any other products, will be managed as part of our standard product liability accrual methodology on a case-by-case basis. We are aware that MicroPort has recalled a certain size of its cobalt chrome modular neck product as a result of alleged fractures. As of March 31, 2019, there were twelve 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. Claims for personal injury have also been made against us associated with metal-on-metal hip products (primarily the CONSERVE ® product line). The pre-trial management of certain of these claims was 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 in state court in Los Angeles County, California (JCCP) in state court in Los Angeles County, California (collectively, the Consolidated Metal-on-Metal Claims). Pursuant to previously disclosed settlement agreements with the Court-appointed attorneys representing plaintiffs in the MDL and JCCP described below (the MoM Settlement Agreements), the MDL and JCCP were closed to new cases effective October 18, 2017 and October 31, 2017, respectively. Excluding claims resolved in the MoM Settlement Agreements, as of March 31, 2019, there were approximately 169 unresolved metal-on-metal hip cases pending in the U.S. This number includes cases ineligible for settlement under the MoM Settlement Agreements, cases which opted out of such settlements, post-settlement cases, tolled cases, and existing state court cases that were not part of the MDL or JCCP. As of March 31, 2019, we estimate there also were pending approximately 32 unresolved non-U.S. metal-on metal hip cases, 42 unresolved U.S. modular neck cases alleging claims related to the release of metal ions, and zero non-U.S. modular neck cases with metal ion allegations. We also estimate that as of March 31, 2019, there were approximately 533 non-revision claims either dismissed or awaiting dismissal from the MDL and JCCP, which dismissal is a condition of the MoM Settlement Agreements. Although there is a limited time period during which dismissed non-revision claims may be refiled, it is presently unclear how many non-revision claimants will elect to do so. As of March 31, 2019, no dismissed non-revision cases have been refiled. We believe we have data that supports the efficacy and safety of these hip products. Every hip implant case, including metal-on-metal hip cases, 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. As previously disclosed, between November 2016 and October 2017, WMT entered into three MoM Settlement Agreements with Court-appointed attorneys representing plaintiffs in the MDL and JCCP to settle a total of 1,974 cases that met the eligibility requirements of the MoM Settlement Agreements and were either pending in the MDL or JCCP, or subject to court-approved tolling agreements in the MDL or JCCP, for an aggregate sum of $339.2 million . As of March 31, 2019, we had funded $304.4 million under the MoM Settlement Agreements. We, the indirect parent company of WMT, have guaranteed WMT’s obligations under the MoM Settlement Agreements. The MoM Settlement Agreements contain specific eligibility requirements and establish 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, with limited exceptions, 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 MoM Settlement Agreements were entered into solely as a compromise of the disputed claims being settled and are not evidence that any claim has merit nor are they an admission of wrongdoing or liability by WMT. WMT will continue to vigorously defend metal-on-metal hip claims not settled pursuant to the MoM Settlement Agreements. As of March 31, 2019, our accrual for metal-on-metal claims totaled $61.5 million , of which $36.3 million is included in our consolidated balance sheet within “Accrued expenses and other current liabilities” and $25.2 million is included within “Other liabilities.” Our accrual is based on (i) case by case accruals for specific cases where facts and circumstances warrant, and (ii) the implied settlement values for eligible claims under the MoM Settlement Agreements. We are unable to reasonably estimate the high-end of a possible range of loss for claims which elected to opt-out of the MoM Settlement Agreements. Claims we can confirm would meet the eligibility criteria set forth in the MoM Settlement Agreements but are excluded from the settlements due to the maximum settlement cap, or because they are cases not part of the MDL or JCCP, have been accrued as of the respective settlement rates. 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 future claims; hence we have not accrued for these claims at the present time. We continue to believe the high-end of a possible range of loss for existing revision claims that do not meet eligibility criteria of the MoM Settlement Agreements will not, on an average per case basis, exceed the average per case accrual we take for revision claims we can confirm do meet eligibility criteria of the applicable settlement agreement. 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 fiscal quarter ended September 30, 2012, we received a customary reservation of rights from Federal, our then primary product liability insurance carrier, asserting that certain present and future claims which allege certain types of injury related to the 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 have been 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. We notified Federal that we disputed its characterization of the CONSERVE ® Claims as a single occurrence, which resulted in multi-year insurance coverage litigation (the Tennessee Coverage Litigation) that has recently been resolved as discussed below. We continue to separately litigate with Lexington Insurance Company (Lexington), the only remaining insurance carrier with whom coverage for metal on metal hip claims remains in dispute. As previously disclosed, we entered into settlement agreements with five of the seven insurance carriers with whom metal on metal hip coverage was in dispute - Columbia Casualty Company, Travelers, AXIS Surplus Lines Insurance Company, Federal, and Catlin Underwriting Agencies Limited for and on behalf of Syndicate 2003 at Lloyd’s of London. Following the foregoing settlements, the only remaining insurer in the Tennessee Coverage Litigation was Catlin Specialty Insurance Company (Catlin). In April 2019, we reached a settlement with Catlin, thus resolving in full the Tennessee Coverage Litigation. Separately, in March 2017, Lexington, which had been dismissed from the Tennessee Coverage Litigation, requested arbitration under five Lexington insurance policies in connection with the CONSERVE ® Claims. We subsequently engaged in discussions and correspondence with Lexington about the scope of the requested arbitration(s). On or about October 27, 2017, Lexington filed an Application for Order to Compel Arbitration in the Commonwealth of Massachusetts, Suffolk County Superior Court, naming us, WMT, and Wright Medical Group, Inc. We opposed the Application. On February 28, 2018, the Massachusetts Court ordered the parties to arbitrate the two Lexington insurance policies containing Massachusetts arbitration clauses but did not order arbitration under the remaining three Lexington policies at issue. We have appealed that ruling. While the appeal is pending, we are proceeding with the arbitration, but the selection of the arbitrators is still in dispute. In the arbitration, Lexington has asserted a claim for declaratory relief, and we have asserted counter-claims for breach of contract, declaratory relief, and bad faith. On September 26, 2018, Lexington sought to add a claim alleging our filing of the Tennessee lawsuit referred to below was not in good faith. We objected to Lexington’s additional claim and argued that such claim could only be added upon agreement of the arbitrators (who are yet to be selected). The American Arbitration Association agreed with our position. On May 22, 2018, we initiated a lawsuit against Lexington under the three policies that the court did not order into arbitration in Massachusetts. The lawsuit, filed in the Chancery Court of Tennessee, alleges breach of contract, declaratory relief, and bad faith in connection with Lexington’s failure and refusal to provide coverage for the underlying metal-on-metal claims under policies issued for 2009-2012. On July 12, 2018, Lexington brought a motion to stay the litigation and compel arbitration under the 2009-2011 Lexington policies. On February 21, 2019, we filed a motion to strike Lexington’s motion to stay. On March 13, 2019, we filed an opposition to Lexington’s motion and are awaiting a hearing on the motion. As of March 31, 2019, our insurance carriers have paid an aggregate of $101.9 million of insurance proceeds related to the metal-on-metal claims, including amounts received under the above referenced settlement agreements, of which $95.2 million has been paid directly to us and $6.7 million has been paid directly to claimants. As of March 31, 2019, we also have a $3.0 million receivable recorded as a result of the settlement reached with Catlin in April 2019, as mentioned above. Except as provided in such settlement agreements, our acceptance of the insurance proceeds was not a waiver of any other claim we may have against the insurance carriers unrelated to metal-on-metal coverage and our disputes with carriers relating thereto. However, the amount we ultimately receive will depend on the outcome of our dispute with the remaining carrier (Lexington, with a remaining policy limit totaling $30 million ) concerning the number of policy years available. We believe our contract with Lexington is enforceable for these claims; and, therefore, we believe it is probable we will receive additional recoveries from Lexington. 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. 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. |
Segment Data
Segment Data | 3 Months Ended |
Mar. 31, 2019 | |
Segment Data [Abstract] | |
Segment Data | Segment Information Our management, including our Chief Executive Officer, who is our chief operating decision maker, manages our operations as three operating business segments: U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics. 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. 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 primarily 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. As the IMASCAP operations will be managed by the U.S. Upper Extremities management team, results of operations and assets related to IMASCAP are included within the U.S. Upper Extremities segment. Our International Extremities and 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 transaction and transition costs associated with acquisitions, as such items are not considered representative of segment results. 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. Selected financial information related to our segments is presented below for the three months ended March 31, 2019 and April 1, 2018 (in thousands): Three months ended March 31, 2019 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 94,816 $ 82,951 $ 52,360 $ — $ 230,127 Depreciation expense 2,688 3,151 3,763 5,899 15,501 Amortization expense — — — 7,587 7,587 Segment operating income (loss) $ 28,941 $ 31,448 $ (1,489 ) $ (52,179 ) $ 6,721 Other: Inventory step-up amortization 352 Transition expenses 424 Operating income 5,945 Interest expense, net 19,695 Other expense, net 12,895 Loss before income taxes $ (26,645 ) Three months ended April 1, 2018 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 75,897 $ 68,896 $ 53,744 $ — $ 198,537 Depreciation expense 3,031 2,926 2,808 5,734 14,499 Amortization expense — — — 7,141 7,141 Segment operating income (loss) $ 19,458 $ 24,154 $ 258 $ (43,850 ) $ 20 Other: Transition expenses 910 Operating loss (890 ) Interest expense, net 19,812 Other income, net (1,000 ) Loss before income taxes $ (19,702 ) 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. Our principal geographic regions consist of the United States, EMEAC (which includes Europe, the Middle East, Africa, and Canada), and Other (which principally represents Asia, Australia, 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 by product line are as follows (in thousands): Three months ended March 31, 2019 April 1, 2018 United States Lower extremities $ 71,308 $ 56,823 Upper extremities 81,727 67,658 Biologics 22,640 18,165 Sports med & other 2,092 2,147 Total United States $ 177,767 $ 144,793 EMEAC Lower extremities $ 12,258 $ 12,159 Upper extremities 23,277 23,454 Biologics 2,072 2,205 Sports med & other 2,626 3,299 Total EMEAC $ 40,233 $ 41,117 Other Lower extremities $ 3,293 $ 3,168 Upper extremities 6,188 6,140 Biologics 2,466 3,052 Sports med & other 180 267 Total other $ 12,127 $ 12,627 Total net sales $ 230,127 $ 198,537 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 March 31, 2019 and December 30, 2018 are as follows (in thousands): March 31, 2019 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate Total Total assets $ 953,637 $ 926,256 $ 284,312 $ 665,143 $ 2,829,348 December 30, 2018 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate Total Total assets $ 940,075 $ 923,036 $ 272,127 $ 559,163 $ 2,694,401 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation. The unaudited condensed consolidated interim financial statements of Wright Medical Group N.V. have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) for interim financial statements and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 30, 2018 , as filed with the SEC on February 27, 2019 . In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. |
Revenue Recognition, Policy [Policy Text Block] | 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 and surgery centers. Our products are sold through a network of employee 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. We record revenues from sales to hospitals and surgery centers upon transfer of control of promised products in an amount that reflects the consideration we expect to receive in exchange for those products, which is generally when the product is surgically implanted in a patient. We record revenues from sales to our stocking distributors at a point in time upon transfer of control of promised products to the distributor. Our stocking distributors, who sell the products to their customers, take control of the products and assume all risks of ownership upon transfer. Our stocking distributors are obligated to pay us within specified terms regardless of when, if ever, they sell the products. In general, our stocking distributors do not have any rights of return or exchange; however, in limited situations, we have repurchase agreements with certain stocking distributors. Those certain 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 sales related to these types of agreements was deferred and not yet recognized as revenue as of March 31, 2019 and April 1, 2018. We must make estimates of potential future product returns related to current period product sales. We base our estimate for sales returns on historical sales and product return information, including historical experience and trend information. Our reserve for sales returns has historically been immaterial. 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. We also record depreciation on surgical instruments used by our hospital and surgery center customers within selling, general and administrative expense as these costs are considered to be similar to shipping and handling costs, necessary to deliver the implant products to the end customer. |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations. 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 divestiture and sale of our business operations operating under our prior OrthoRecon operating segment to MicroPort. All historical operating results for the OrthoRecon business is reflected within discontinued operations in the condensed consolidated financial statements. 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 condensed consolidated financial statements reflects the assets and liabilities held and used in our continuing operations, and all discussion of revenues and expenses reflects those associated with our continuing operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements. On February 25, 2016, the FASB issued ASU 2016-02, Leases , and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842). ASC 842 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). We adopted ASC 842 during the quarter ended March 31, 2019 using the hindsight practical expedient, the practical expedient for short-term leases, and the practical expedient package which primarily limited the need for reassessing lease classification on existing leases and allowed us to issue our financial statements showing comparative lease disclosures under previous GAAP. See additional details related to the impact of this adoption in Note 9 . On June 16, 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments and has subsequently issued several supplemental and/or clarifying ASUs. The new standard adds an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The ASU will be effective for us beginning in fiscal year 2020. We do not believe this guidance will have a significant impact to our consolidated financial statements. On August 29, 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) to provide guidance on implementation costs incurred in a cloud computing arrangement (CCA) that is a service contract. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40, Internal Use Software , to determine which implementation costs should be capitalized in such a CCA. The ASU will be effective for us beginning in fiscal year 2020. 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. |
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 shall be recognized currently in earnings unless specific hedge accounting criteria are met. FASB ASC Section 820, Fair Value Measurement 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. |
Earnings Per Share, Policy [Policy Text Block] | 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 three months ended March 31, 2019 and April 1, 2018 , our ordinary share equivalents consisted of stock options, restricted stock units, performance share units, and warrants. The dilutive effect of the stock options, restricted stock units, performance share units, and warrants is calculated using the treasury-stock method. |
Leases Leases (Policies)
Leases Leases (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Leases [Policy Text Block] | We lease various manufacturing, warehousing and distribution facilities, administrative and sales offices as well as equipment under operating leases. We evaluate our contracts to identify leases, which are generally deemed to exist if there is an identified asset over which we have the right to direct its use and from which we obtain substantially all of the economic benefit from its use. Certain of our lease agreements contain rent escalation clauses, rent holidays, and other lease concessions. We recognize our minimum rental expense on a straight-line basis over the term of the lease beginning with the date of initial control of the asset. With the adoption of ASC 842 we recognized all operating leases with terms greater than twelve months in duration on our condensed consolidated balance sheet as of December 31, 2018 as right-of-use assets and lease liabilities which totaled approximately $30 million . Additionally, we recorded a cumulative adjustment of $0.2 million to our accumulated deficit upon adoption. We adopted the standard using the prospective approach and did not retrospectively apply it to prior periods. We have made certain assumptions and judgments when applying ASC 842, the most significant of which are: • We elected the package of practical expedients available for transition which allows us to not reassess whether expired or existing contracts contain leases under the new definition of a lease, lease classification for expired or existing leases and whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. • We elected to use hindsight when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset. • For all asset classes, we elected to not recognize a right-of-use asset and lease liability for short-term leases. • For all asset classes, we elected to not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component. • The determination of the discount rate used in a lease is our incremental borrowing rate which is based on what we would normally pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. |
Acquisitions (Tables)
Acquisitions (Tables) - Cartiva, Inc. [Member] | 3 Months Ended |
Mar. 31, 2019 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma combined financial information summarizes the results of operations for the periods indicated as if the Cartiva acquisition had been completed as of January 1, 2018. Pro forma information reflects adjustments that are expected to have a continuing impact on our results of operations and are directly attributable to the acquisition. The unaudited pro forma results include adjustments to reflect the amortization of the inventory step-up and the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of January 1, 2018 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings. (in thousands) Three months ended March 31, 2019 April 1, 2018 Net sales $ 230,127 $ 207,444 Net loss from continuing operations (29,904 ) (20,154 ) |
Preliminary Allocation of the Purchase Consideration to the Assets Acquired and Liabilities Assumed | The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed on October 10, 2018 (in thousands): Cash and cash equivalents $ 309 Accounts receivable 4,352 Inventories 2,686 Other current assets 486 Property, plant and equipment 1,446 Intangible assets 81,000 Total assets acquired 90,279 Current liabilities (4,226 ) Deferred income taxes (3,622 ) Total liabilities assumed (7,848 ) Net assets acquired $ 82,431 Goodwill 351,445 Total preliminary purchase consideration $ 433,876 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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): Three months ended March 31, 2019 April 1, 2018 Net sales $ — $ — Selling, general and administrative 6,345 5,437 Loss from discontinued operations before income taxes (6,345 ) (5,437 ) Provision for income taxes — — Total loss from discontinued operations, net of tax $ (6,345 ) $ (5,437 ) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): March 31, 2019 December 30, 2018 Raw materials $ 10,057 $ 9,612 Work-in-process 28,896 26,839 Finished goods 147,957 144,239 $ 186,910 $ 180,690 |
Derivatives and Fair Value of_2
Derivatives and Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivatives, Fair Value [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following assumptions were used in the fair market valuations as of March 31, 2019 : 2020 Notes Conversion Derivative 2020 Notes 2021 Notes Conversion Derivative 2021 Notes Hedge 2023 Notes Conversion Derivative 2023 Notes Hedge Black Stock Volatility (1) 33.03% 33.03% 39.97% 39.97% 31.48% 31.48% Credit Spread for Wright (2) 2.31% N/A 3.88% N/A 2.70% N/A Credit Spread for Deutsche Bank AG (3) N/A 0.83% N/A N/A N/A 1.51% Credit Spread for Wells Fargo Securities, LLC (3) N/A 0.20% N/A N/A N/A N/A Credit Spread for JPMorgan Chase Bank (3) N/A 0.21% N/A 0.33% N/A 0.41% Credit Spread for Bank of America (3) N/A N/A N/A 0.33% N/A 0.42% (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. |
Fair Value Financial Instruments [Table Text Block] | The following tables summarize 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 March 31, 2019 Assets Cash and cash equivalents $ 161,516 $ 161,516 $ — $ — 2020 Notes Hedges 9,223 — — 9,223 2021 Notes Hedges 250,222 — — 250,222 2023 Notes Hedges 201,257 — — 201,257 Total $ 622,218 $ 161,516 $ — $ 460,702 Liabilities 2020 Notes Conversion Derivative $ 8,991 $ — $ — $ 8,991 2021 Notes Conversion Derivative 248,299 — — 248,299 2023 Notes Conversion Derivative 201,431 — — 201,431 Contingent consideration 19,191 — — 19,191 Total $ 477,912 $ — $ — $ 477,912 Total Quoted prices Prices with Prices with At December 30, 2018 Assets Cash and cash equivalents $ 191,351 $ 191,351 $ — $ — 2020 Notes Hedges 17,822 — — 17,822 2021 Notes Hedges 188,301 — — 188,301 2023 Notes Hedges 115,923 — — 115,923 Total $ 513,397 $ 191,351 $ — $ 322,046 Liabilities 2020 Notes Conversion Derivative $ 17,386 $ — $ — $ 17,386 2021 Notes Conversion Derivative 187,539 — — 187,539 2023 Notes Conversion Derivative 116,833 — — 116,833 Contingent consideration 19,248 — — 19,248 Contingent consideration (CVRs) 420 420 — — Total $ 341,426 $ 420 $ — $ 341,006 The following is a roll forward of our assets and liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) (in thousands): Balance at December 30, 2018 Additions Transfers into Level 3 Gain/(loss) on fair value adjustments included in earnings Gain/(loss) on issuance/settlement included in earnings Settlements Currency Balance at March 31, 2019 2020 Notes Hedges $ 17,822 $ — $ — $ 8,250 $ — $ (16,849 ) $ — $ 9,223 2020 Notes Conversion Derivative $ (17,386 ) — — (7,882 ) 16,277 — — $ (8,991 ) 2021 Notes Hedges $ 188,301 — — 61,921 — — — $ 250,222 2021 Notes Conversion Derivative $ (187,539 ) — — (60,760 ) — — — $ (248,299 ) 2023 Notes Hedges $ 115,923 30,144 — 55,190 — — — $ 201,257 2023 Notes Conversion Derivative $ (116,833 ) — — (55,723 ) (28,875 ) — — $ (201,431 ) Contingent consideration $ (19,248 ) — — (92 ) — — 149 $ (19,191 ) |
2023 Conversion Derivative [Member] | |
Derivatives, Fair Value [Line Items] | |
Schedule of Derivative Assets at Fair Value [Table Text Block] | The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2023 Notes Hedges and 2023 Notes Conversion Derivative: Location on condensed consolidated balance sheet March 31, 2019 December 30, 2018 2023 Notes Hedges Other assets $ 201,257 $ 115,923 2023 Notes Conversion Derivative Other liabilities $ 201,431 $ 116,833 |
Derivative Instruments, Gain (Loss) [Table Text Block] | Additionally, the following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2023 Notes Hedges and 2023 Notes Conversion Derivative: Three months ended March 31, 2019 2023 Notes Hedges $ 55,190 2023 Notes Conversion Derivative (55,723 ) Net (loss) on changes in fair value $ (533 ) |
2021 Derivatives [Member] | |
Derivatives, Fair Value [Line Items] | |
Schedule of Derivative Assets at Fair Value [Table Text Block] | The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2021 Notes Hedges and 2021 Notes Conversion Derivative: March 31, 2019 December 30, 2018 Location on condensed consolidated balance sheet Amount Location on condensed consolidated balance sheet Amount 2021 Notes Hedges Other current assets $ 250,222 Other assets $ 188,301 2021 Notes Conversion Derivative Accrued expenses and other current liabilities $ 248,299 Other liabilities $ 187,539 |
Derivative Instruments, Gain (Loss) [Table Text Block] | The following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2021 Notes Hedges and 2021 Notes Conversion Derivative: Three months ended March 31, 2019 April 1, 2018 2021 Notes Hedges $ 61,921 $ (11,694 ) 2021 Notes Conversion Derivative (60,760 ) 10,721 Net gain (loss) on changes in fair value $ 1,161 $ (973 ) |
2020 Derivatives [Member] | |
Derivatives, Fair Value [Line Items] | |
Schedule of Derivative Assets at Fair Value [Table Text Block] | The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2020 Notes Hedges and 2020 Notes Conversion Derivative: Location on condensed consolidated balance sheet March 31, 2019 December 30, 2018 2020 Notes Hedges Other current assets $ 9,223 $ 17,822 2020 Notes Conversion Derivative Accrued expenses and other current liabilities $ 8,991 $ 17,386 |
Derivative Instruments, Gain (Loss) [Table Text Block] | Additionally, the following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2020 Notes Hedges and 2020 Notes Conversion Derivative: Three months ended March 31, 2019 April 1, 2018 2020 Notes Hedges $ 8,250 $ (3,100 ) 2020 Notes Conversion Derivative (7,882 ) 2,379 Net gain (loss) on changes in fair value $ 368 $ (721 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consists of the following (in thousands): March 31, 2019 December 30, 2018 Property, plant and equipment, at cost $ 562,393 $ 534,366 Less: Accumulated depreciation (329,025 ) (309,437 ) $ 233,368 $ 224,929 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill Table | Changes in the carrying amount of goodwill occurring during the three months ended March 31, 2019 and April 1, 2018 are as follows (in thousands): U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Total Goodwill at December 30, 2018 $ 569,970 $ 627,850 $ 71,134 $ 1,268,954 Foreign currency translation — (1,549 ) (4,880 ) (6,429 ) Goodwill at March 31, 2019 $ 569,970 $ 626,301 $ 66,254 $ 1,262,525 Goodwill at December 31, 2017 $ 218,525 $ 630,650 $ 84,487 $ 933,662 Foreign currency translation — 3,275 5,642 8,917 Goodwill at April 1, 2018 $ 218,525 $ 633,925 $ 90,129 $ 942,579 |
Components of Identifiable Assets Table | The components of our identifiable intangible assets, net, are as follows (in thousands): March 31, 2019 December 30, 2018 Cost Accumulated amortization Cost Accumulated amortization Indefinite life intangibles: In-process research and development (IPRD) technology $ 6,180 $ — $ 6,262 $ — Finite life intangibles: Completed technology 172,597 58,969 174,596 55,114 Licenses 9,247 1,996 6,547 1,851 Customer relationships 181,280 33,373 179,605 30,935 Trademarks 14,014 11,589 14,048 11,564 Non-compete agreements 3,332 2,499 3,252 2,514 Other 766 766 764 764 Total finite life intangibles 381,236 $ 109,192 378,812 $ 102,742 Total intangibles 387,416 385,074 Less: Accumulated amortization (109,192 ) (102,742 ) Intangible assets, net $ 278,224 $ 282,332 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Property Subject to or Available for Operating Lease [Table Text Block] | Our net ROU assets under operating leases are included within Other Assets on our condensed consolidated balance sheet and include the following (in thousands): March 31, 2019 Buildings $ 25,334 Machinery and equipment 2,219 Furniture, fixtures and office equipment 1,385 $ 28,938 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | At March 31, 2019 , future minimum lease payments under operating lease obligations, together with the present value of the net minimum lease payments, are included within Accrued expenses and other current liabilities and Other liabilities as follows (in thousands): 2019 $ 6,988 2020 7,509 2021 5,859 2022 4,286 2023 2,841 Thereafter 8,154 Total minimum payments 35,637 Less amount representing interest (6,675 ) Present value of minimum lease payments 28,962 Current portion (7,847 ) Long-term portion $ 21,115 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 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, were as follows at December 30, 2018 (in thousands): 2019 $ 9,606 2020 7,498 2021 6,019 2022 4,433 2023 2,678 Thereafter 10,998 Total minimum payments $ 41,232 |
Schedule of Capital Leased Assets [Table Text Block] | The components of property, plant and equipment recorded under finance leases consist of the following (in thousands): March 31, 2019 December 30, 2018 Buildings $ 12,017 $ 12,017 Machinery and equipment 28,004 24,331 Furniture, fixtures and office equipment 544 559 40,565 36,907 Less: Accumulated depreciation (13,131 ) (11,906 ) $ 27,434 $ 25,001 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Future minimum lease payments under finance lease obligations, together with the present value of the net minimum lease payments, are as follows (in thousands): March 31, 2019 December 30, 2018 2019 $ 6,183 $ 7,369 2020 7,005 6,106 2021 5,271 4,545 2022 4,296 3,553 2023 2,961 2,430 Thereafter 4,841 4,682 Total minimum payments 30,557 28,685 Less amount representing interest (3,033 ) (3,146 ) Present value of minimum lease payments 27,524 25,539 Current portion (7,048 ) (6,384 ) Long-term portion $ 20,476 $ 19,155 |
Lease, Cost [Table Text Block] | Amounts recorded within our condensed consolidated statement of operations for the three months ended March 31, 2019 related to leased assets are as follows (in thousands): March 31, 2019 Lease cost Finance lease cost: Depreciation $ 1,225 Interest on lease liabilities 269 Operating lease cost 2,621 Short-term lease cost 42 Variable lease cost 105 Total lease cost $ 4,262 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 269 Operating cash flows from operating leases $ 2,566 Financing cash flows from finance leases $ 1,793 Weighted-average remaining lease term - finance leases 5.05 Weighted-average remaining lease term - operating leases 5.80 Weighted-average discount rate - finance leases 4.63 % Weighted-average discount rate - operating leases 7.25 % |
Long-Term Debt and Capital Le_2
Long-Term Debt and Capital Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Schedule of Long-term Debt Instruments | Debt and finance lease obligations consist of the following (in thousands): March 31, 2019 December 30, 2018 Finance lease obligations $ 27,524 $ 25,539 2023 Notes 675,973 548,076 2021 Notes 1 326,913 321,286 2020 Notes 1 53,350 173,533 Term Loan Facility 19,056 18,979 Asset-based line of credit 20,186 17,761 Other debt 9,028 9,953 1,132,030 1,115,127 Less: Current portion 1 (410,311 ) (201,686 ) $ 721,719 $ 913,441 |
Convertible Debt [Table Text Block] | The components of the 2023 Notes were as follows (in thousands): March 31, 2019 December 30, 2018 Principal amount of 2023 Notes $ 814,556 $ 675,000 Unamortized debt discount (125,881 ) (114,554 ) Unamortized debt issuance costs (12,702 ) (12,370 ) Net carrying amount of 2023 Notes $ 675,973 $ 548,076 |
Components of 2021 Convertible Debt [Table Text Block] | The components of the 2021 Notes were as follows (in thousands): March 31, 2019 December 30, 2018 Principal amount of 2021 Notes $ 395,000 $ 395,000 Unamortized debt discount (64,085 ) (69,382 ) Unamortized debt issuance costs (4,002 ) (4,332 ) Net carrying amount of 2021 Notes $ 326,913 $ 321,286 |
Components of 2020 Convertible Debt [Table Text Block] | The components of the 2020 Notes were as follows (in thousands): March 31, 2019 December 30, 2018 Principal amount of 2020 Notes $ 56,455 $ 186,589 Unamortized debt discount (2,769 ) (11,642 ) Unamortized debt issuance costs (336 ) (1,414 ) Net carrying amount of 2020 Notes $ 53,350 $ 173,533 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accumulated Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in AOCI for the three months ended March 31, 2019 and April 1, 2018 were as follows (in thousands): Three months ended March 31, 2019 Currency translation adjustment Balance at December 30, 2018 $ (8,083 ) Other comprehensive loss (11,303 ) Balance at March 31, 2019 $ (19,386 ) Three months ended April 1, 2018 Currency translation adjustment Balance at December 31, 2017 $ 22,290 Other comprehensive income 12,458 Balance at April 1, 2018 $ 34,748 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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): Three months ended March 31, 2019 April 1, 2018 Weighted-average number of ordinary shares outstanding-basic and diluted 125,812 105,904 |
Segment Data (Tables)
Segment Data (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Data [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Selected financial information related to our segments is presented below for the three months ended March 31, 2019 and April 1, 2018 (in thousands): Three months ended March 31, 2019 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 94,816 $ 82,951 $ 52,360 $ — $ 230,127 Depreciation expense 2,688 3,151 3,763 5,899 15,501 Amortization expense — — — 7,587 7,587 Segment operating income (loss) $ 28,941 $ 31,448 $ (1,489 ) $ (52,179 ) $ 6,721 Other: Inventory step-up amortization 352 Transition expenses 424 Operating income 5,945 Interest expense, net 19,695 Other expense, net 12,895 Loss before income taxes $ (26,645 ) Three months ended April 1, 2018 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate 1 Total Net sales from external customers $ 75,897 $ 68,896 $ 53,744 $ — $ 198,537 Depreciation expense 3,031 2,926 2,808 5,734 14,499 Amortization expense — — — 7,141 7,141 Segment operating income (loss) $ 19,458 $ 24,154 $ 258 $ (43,850 ) $ 20 Other: Transition expenses 910 Operating loss (890 ) Interest expense, net 19,812 Other income, net (1,000 ) Loss before income taxes $ (19,702 ) |
Net Sales and Operating Income by Product Line and Information by Geographic Region | Net sales by geographic region by product line are as follows (in thousands): Three months ended March 31, 2019 April 1, 2018 United States Lower extremities $ 71,308 $ 56,823 Upper extremities 81,727 67,658 Biologics 22,640 18,165 Sports med & other 2,092 2,147 Total United States $ 177,767 $ 144,793 EMEAC Lower extremities $ 12,258 $ 12,159 Upper extremities 23,277 23,454 Biologics 2,072 2,205 Sports med & other 2,626 3,299 Total EMEAC $ 40,233 $ 41,117 Other Lower extremities $ 3,293 $ 3,168 Upper extremities 6,188 6,140 Biologics 2,466 3,052 Sports med & other 180 267 Total other $ 12,127 $ 12,627 Total net sales $ 230,127 $ 198,537 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Total assets by business segment as of March 31, 2019 and December 30, 2018 are as follows (in thousands): March 31, 2019 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate Total Total assets $ 953,637 $ 926,256 $ 284,312 $ 665,143 $ 2,829,348 December 30, 2018 U.S. Lower Extremities & Biologics U.S. Upper Extremities International Extremities & Biologics Corporate Total Total assets $ 940,075 $ 923,036 $ 272,127 $ 559,163 $ 2,694,401 |
Organization and Description _2
Organization and Description of Business (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Business Acquisition [Line Items] | |
Number of Operating Segments | 3 |
Number of countries in which entity operates | 50 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Feb. 24, 2019 | Oct. 10, 2018 | Aug. 27, 2018 | Mar. 31, 2019 | Apr. 01, 2018 |
Business Acquisition [Line Items] | |||||
Net sales | $ 230,127 | $ 198,537 | |||
Operating Income (Loss) | 5,945 | (890) | |||
Transaction and Transition Expense | 424 | 910 | |||
Amortization of Intangible Assets | 7,587 | 7,141 | |||
Cartiva, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Pro Forma Revenue | 207,444 | ||||
Business Acquisition, Transaction Costs | $ 435,000 | ||||
Intangible assets acquired | 81,000 | ||||
Cash Acquired from Acquisition | $ 700 | 1,100 | |||
Net sales | 9,200 | ||||
Operating Income (Loss) | 3,400 | ||||
InventoryStepUpAmortizationExpenseContinuingOperations | 400 | ||||
Transaction and Transition Expense | 400 | ||||
Amortization of Intangible Assets | 1,900 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | (29,904) | (20,154) | |||
Cartiva, Inc. [Member] | Technology-Based Intangible Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 28,000 | ||||
Useful life of intangible assets | 7 years | ||||
Cartiva, Inc. [Member] | In Process Research and Development [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets acquired | $ 1,000 | ||||
Upper Extremities [Member] | UNITED STATES | |||||
Business Acquisition [Line Items] | |||||
Net sales | $ 82,951 | $ 68,896 | |||
Sale of Stock [Domain] | |||||
Business Acquisition [Line Items] | |||||
Proceeds from equity offering | $ 423,000 | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Other | 18.2 |
Acquisitions - Preliminary Allo
Acquisitions - Preliminary Allocation of the Purchase Consideration to the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 10, 2018 | Mar. 31, 2019 | Dec. 30, 2018 | Apr. 01, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,262,525 | $ 1,268,954 | $ 942,579 | $ 933,662 | |
Cartiva, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Acquired Receivables, Gross Contractual Amount | $ 5,800 | ||||
Allowance for Doubtful Accounts Receivable, Recoveries | 1,400 | ||||
Cash and cash equivalents | 309 | ||||
Other current assets | 486 | ||||
Property, plant and equipment | 1,446 | ||||
Intangible assets | 81,000 | ||||
Total assets acquired | 90,279 | ||||
Current liabilities | (4,226) | ||||
Deferred income taxes | (3,622) | ||||
Total liabilities assumed | (7,848) | ||||
Net assets acquired | 82,431 | ||||
Business Combination, Acquired Receivable, Fair Value | 4,352 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 2,686 | ||||
Business Combination, Consideration Transferred | 433,876 | ||||
UNITED STATES | Lower Extremities & Biologics [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 569,970 | $ 569,970 | $ 218,525 | $ 218,525 | |
UNITED STATES | Lower Extremities & Biologics [Member] | Cartiva, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill, Acquired During Period | 351,445 | ||||
Finite-Lived Intangible Assets [Member] | Customer Relationships [Member] | Cartiva, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 52,000 | ||||
Technology-Based Intangible Assets [Member] | Cartiva, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 28,000 | ||||
Useful life of intangible assets | 7 years | ||||
Customer Relationships [Member] | Cartiva, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life of intangible assets | 15 years | ||||
In Process Research and Development [Member] | Cartiva, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ (6,345) | $ (5,607) |
Net loss from discontinued operations per share-basic and diluted (Note 12): | $ (0.05) | $ (0.05) |
Weighted-average number of ordinary shares outstanding-basic and diluted: | 125,812 | 105,904 |
OrthoRecon Business [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ (6,345) | $ (5,437) |
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 23,200 | 24,000 |
Disposal Group, Including Discontinued Operation, Revenue | 0 | 0 |
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 6,345 | 5,437 |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (6,345) | (5,437) |
Discontinued Operation, Tax Effect of Discontinued Operation | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 10,057 | $ 9,612 |
Work-in-process | 28,896 | 26,839 |
Finished goods | 147,957 | 144,239 |
Total Inventory | $ 186,910 | $ 180,690 |
Derivatives and Fair Value of_3
Derivatives and Fair Value of Financial Instruments (Details) $ / shares in Units, $ in Thousands | May 20, 2016USD ($)counterparty | May 12, 2016 | Sep. 01, 2015USD ($)$ / shares | Feb. 13, 2015 | Mar. 01, 2013$ / shares | Mar. 31, 2019USD ($) | Apr. 01, 2018USD ($) | Dec. 30, 2018USD ($) |
Schedule of Marketable Securities [Line Items] | ||||||||
Cash and Cash Equivalents, at Carrying Value | $ 161,516 | $ 191,351 | ||||||
ThresholdForConversionAsPercentOfConversionPrice | 130.00% | 130.00% | ||||||
Cash and Cash Equivalents, Fair Value Disclosure | $ 161,516 | 191,351 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (420) | $ (3,924) | ||||||
Non-cash adjustment to derivative fair values | $ (996) | 1,694 | ||||||
Debt Instrument, Convertible, Minimum Consecutive Period | 5 days | |||||||
Debt Instrument, Convertible, Trading Period | 30 days | 30 days | ||||||
2021 Conversion Derivative [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative, Gain (Loss) on Derivative, Net | $ (60,760) | 10,721 | ||||||
2021 Notes Hedges [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative, Gain (Loss) on Derivative, Net | 61,921 | (11,694) | ||||||
2020 Conversion Derivative [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative, Gain (Loss) on Derivative, Net | 2,379 | |||||||
Derivative Settlement Gain or Loss | 16,277 | |||||||
Fair Value, Measurements, Recurring [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Total Assets | 622,218 | 513,397 | ||||||
Total Liabilities | 477,912 | 341,426 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Total Assets | 161,516 | 191,351 | ||||||
Total Liabilities | 0 | 420 | ||||||
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 | ||||||
Total Assets | 0 | 0 | ||||||
Total Liabilities | 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 | ||||||
Total Assets | 460,702 | 322,046 | ||||||
Total Liabilities | 477,912 | 341,006 | ||||||
BMTI Payment of Conditional Value Rights [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Price per share of contingent consideration | $ / shares | $ 3.50 | $ 6.50 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 98,100 | |||||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Contingent Consideration Fair Value | 19,191 | 19,248 | ||||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Contingent Consideration Fair Value | 0 | 0 | ||||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Contingent Consideration Fair Value | 0 | 0 | ||||||
Contingent Consideration [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Contingent Consideration Fair Value | 19,191 | 19,248 | ||||||
Contingent Value Rights [Member] | Fair Value, Measurements, Recurring [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Contingent Consideration Fair Value | 420 | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | 400 | 3,900 | ||||||
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 | 420 | |||||||
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 | |||||||
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 | |||||||
2023 Note Hedges [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 201,257 | 115,923 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 30,144 | |||||||
Derivative Asset, Fair Value, Gross Asset | 115,923 | |||||||
2023 Note Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 201,257 | 115,923 | ||||||
2020 Settled Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 9,223 | |||||||
2021 Notes Hedges [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Number of Counterparties | counterparty | 2 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 250,222 | 188,301 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 61,921 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |||||||
Derivative Asset, Fair Value, Gross Asset | 250,222 | 188,301 | ||||||
2021 Notes Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 250,222 | 188,301 | ||||||
2020 Notes Hedges [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 9,223 | 17,822 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 8,250 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 0 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (16,849) | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |||||||
Derivative Asset, Fair Value, Gross Asset | 17,822 | |||||||
2020 Notes Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 17,822 | |||||||
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 | 248,299 | 187,539 | ||||||
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 | (60,760) | |||||||
Derivative Liability, Fair Value, Gross Liability | 248,299 | 187,539 | ||||||
2021 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative Liability, Fair Value, Gross Liability | 248,299 | 187,539 | ||||||
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 | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 8,991 | 17,386 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 0 | |||||||
2020 Conversion Derivative [Member] | 2020 Conversion Derivative [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (7,882) | |||||||
2020 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative Liability, Fair Value, Gross Liability | 8,991 | 17,386 | ||||||
2020 Conversion Derivative [Member] | Fair Value, Measurements, Recurring [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative Liability, Fair Value, Gross Liability | 17,386 | |||||||
Contingent Consideration [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Currency | 149 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 19,191 | 19,248 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (92) | |||||||
2023 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 | 201,431 | 116,833 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 0 | |||||||
Derivative Settlement Gain or Loss | (28,875) | |||||||
Derivative Liability, Fair Value, Gross Liability | 116,833 | |||||||
2023 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Derivative Liability, Fair Value, Gross Liability | 201,431 | 116,833 | ||||||
2021 Convertible Debt [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Number of Counterparties | counterparty | 2 | |||||||
Long-term Debt, Gross | 395,000 | 395,000 | ||||||
Debt Instrument, Convertible, Trading Period | 100 days | |||||||
2020 convertibledebt [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Long-term Debt, Gross | 56,455 | $ 186,589 | ||||||
2021 Change in Derivative fair Value [Member] | ||||||||
Schedule of Marketable Securities [Line Items] | ||||||||
Non-cash adjustment to derivative fair values | $ 1,161 | $ (973) |
Derivatives and Fair Value of_4
Derivatives and Fair Value of Financial Instruments Derivatives (Details) | Feb. 24, 2019USD ($)$ / shares | Jul. 30, 2018USD ($) | Jun. 28, 2018USD ($) | May 20, 2016USD ($)counterparty$ / shares | May 12, 2016 | Sep. 01, 2015USD ($)$ / shares | Feb. 13, 2015USD ($)counterparty$ / shares | Mar. 01, 2013$ / shares | Mar. 31, 2019USD ($)$ / shares | Apr. 01, 2018USD ($) | Dec. 30, 2018USD ($) | Oct. 28, 2018USD ($) | Nov. 24, 2015$ / shares |
Derivatives, Fair Value [Line Items] | |||||||||||||
ThresholdForConversionAsPercentOfConversionPrice | 130.00% | 130.00% | |||||||||||
Debt Instrument, Convertible, Minimum Consecutive Period | 5 days | ||||||||||||
Debt Instrument, Convertible, Trading Period | 30 days | 30 days | |||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 161,516,000 | $ 191,351,000 | |||||||||||
Cash Payment, Contingent Consideration | 42,000,000 | ||||||||||||
Non Cash Adjustment Derivative Fair Value | 996,000 | $ (1,694,000) | |||||||||||
Payments for Repurchase of Warrants | 11,026,000 | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (420,000) | (3,924,000) | |||||||||||
Payment of notes hedge option | $ 16,849,000 | ||||||||||||
2023 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 31.48% | ||||||||||||
2020 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 8,250,000 | (3,100,000) | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements | $ 3,900,000 | ||||||||||||
2020 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Settlement Gain or Loss | 16,277,000 | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 33.03% | ||||||||||||
Debt Instrument, Unamortized Discount | $ 149,800,000 | ||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 2,379,000 | ||||||||||||
2021 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 61,921,000 | (11,694,000) | |||||||||||
2021 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 39.97% | ||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ (60,760,000) | 10,721,000 | |||||||||||
Additional 2023 Convertible Debt [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 139,600,000 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 33.37 | ||||||||||||
2020 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Payment of notes hedge option | $ 27,300,000 | ||||||||||||
2021 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Debt Instrument, Unamortized Discount | 117,200,000 | ||||||||||||
2020 convertibledebt [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Long-term Debt, Fair Value | 64,000,000 | ||||||||||||
Long-term Debt, Gross | 56,455,000 | 186,589,000 | |||||||||||
Stated percentage rate | 2.00% | ||||||||||||
Debt Instrument, Unamortized Discount | 2,769,000 | 11,642,000 | |||||||||||
Extinguishment of Debt, Amount | 45,000,000 | ||||||||||||
Payments for Repurchase of Warrants | 3,300,000 | ||||||||||||
Payment of notes hedge option | $ 600,000 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 130,100,000 | 400,900,000 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 30.87 | $ 29.94 | |||||||||||
Proceeds from Warrant Exercises | 5,800,000 | $ 10,600,000 | |||||||||||
2021 Convertible Debt [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Debt Instrument, Convertible, Trading Period | 100 days | ||||||||||||
Long-term Debt, Fair Value | 611,800,000 | ||||||||||||
Long-term Debt, Gross | 395,000,000 | 395,000,000 | |||||||||||
Stated percentage rate | 2.25% | ||||||||||||
Debt Instrument, Unamortized Discount | 64,085,000 | 69,382,000 | |||||||||||
Number of Counterparties | counterparty | 2 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 21.36 | ||||||||||||
2023 Note Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Proceeds From Derivatives Settled | 21,200,000 | ||||||||||||
Payments For Warrants | 30,100,000 | ||||||||||||
2021 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative, Cost of Hedge | $ 99,800,000 | ||||||||||||
2020 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Number of Counterparties | counterparty | 3 | ||||||||||||
Derivative, Cost of Hedge | $ 144,800,000 | ||||||||||||
2020 Change in Derivative Fair Value [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Non Cash Adjustment Derivative Fair Value | (368,000) | 721,000 | |||||||||||
2021 Change in Derivative fair Value [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Non Cash Adjustment Derivative Fair Value | $ (1,161,000) | 973,000 | |||||||||||
Wright Medical Group, Inc. [Member] | 2023 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 2.70% | ||||||||||||
Wright Medical Group, Inc. [Member] | 2020 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 33.03% | ||||||||||||
Wright Medical Group, Inc. [Member] | 2020 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 2.31% | ||||||||||||
Wright Medical Group, Inc. [Member] | 2021 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 39.97% | ||||||||||||
Wright Medical Group, Inc. [Member] | 2021 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 3.88% | ||||||||||||
Wright Medical Group, Inc. [Member] | 2023 Note Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 31.48% | ||||||||||||
DEUTSCHE BANK SUPER X [Member] | 2020 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.83% | ||||||||||||
WELLS FARGO LIQUIDITY CROSS ATS [Member] | 2020 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.20% | ||||||||||||
JP Morgan Chase Bank [Member] | 2020 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.21% | ||||||||||||
JP Morgan Chase Bank [Member] | 2021 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.33% | ||||||||||||
JP Morgan Chase Bank [Member] | 2023 Note Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.41% | ||||||||||||
Bank of America [Member] | 2021 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.33% | ||||||||||||
Bank of America [Member] | 2023 Note Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value Inputs, Entity Credit Risk | 0.42% | ||||||||||||
BMTI Payment of Conditional Value Rights [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Price per share of contingent consideration | $ / shares | $ 3.50 | $ 6.50 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 98,100,000 | ||||||||||||
AUGMENT Bone Graft Payment of Conditional Value Rights, Condition One [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Price per share of contingent consideration | $ / shares | $ 1.50 | ||||||||||||
2023 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Settlement Gain or Loss | (28,875,000) | ||||||||||||
Long-term Debt, Fair Value | 124,600,000 | ||||||||||||
Derivative Liability, Fair Value, Gross Liability | 116,833,000 | ||||||||||||
2023 Conversion Derivative [Member] | 2023 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ (55,723,000) | ||||||||||||
2023 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Liability, Fair Value, Gross Liability | 201,431,000 | 116,833,000 | |||||||||||
2020 Warrants Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Payment of notes hedge option | 11,000,000 | ||||||||||||
Payments For Warrants | 24,000,000 | ||||||||||||
2021 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Liability, Fair Value, Gross Liability | 248,299,000 | 187,539,000 | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (60,760,000) | ||||||||||||
2021 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Liability, Fair Value, Gross Liability | 248,299,000 | 187,539,000 | |||||||||||
2020 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 400,000 | 0 | |||||||||||
2020 Conversion Derivative [Member] | 2020 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (7,882,000) | ||||||||||||
2020 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Liability, Fair Value, Gross Liability | 8,991,000 | 17,386,000 | |||||||||||
2020 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | Liability [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Liability, Fair Value, Gross Liability | 8,991,000 | 17,386,000 | |||||||||||
2023 Note Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Asset, Fair Value, Gross Asset | 115,923,000 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | ||||||||||||
Derivative, Cost of Hedge | $ 141,300,000 | ||||||||||||
2023 Note Hedges [Member] | 2023 Note Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 55,190,000 | ||||||||||||
2023 Note Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Asset, Fair Value, Gross Asset | 201,257,000 | 115,923,000 | |||||||||||
2020 Settled Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Proceeds From Derivatives Settled | $ 34,600,000 | ||||||||||||
Payment of notes hedge option | $ 16,800,000 | ||||||||||||
2020 Settled Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Asset, Fair Value, Gross Asset | 9,223,000 | ||||||||||||
2021 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Number of Counterparties | counterparty | 2 | ||||||||||||
Derivative Asset, Fair Value, Gross Asset | 250,222,000 | 188,301,000 | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 61,921,000 | ||||||||||||
2021 Notes Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Asset, Fair Value, Gross Asset | 250,222,000 | 188,301,000 | |||||||||||
2020 Notes Hedges [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Asset, Fair Value, Gross Asset | 17,822,000 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 8,250,000 | ||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (16,849,000) | ||||||||||||
2020 Notes Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Asset, Fair Value, Gross Asset | 17,822,000 | ||||||||||||
2020 Notes Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | Assets [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Asset, Fair Value, Gross Asset | 9,223,000 | 17,822,000 | |||||||||||
2020 convertibledebt [Member] | 2021 Convertible Debt [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Extinguishment Of Debt, Amount Delivered Per Incremental Amount Exchanged | $ 990 | ||||||||||||
Reported Value Measurement [Member] | 2020 convertibledebt [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Long-term Debt, Gross | $ 632,500,000 | ||||||||||||
Reported Value Measurement [Member] | 2021 Convertible Debt [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Long-term Debt, Gross | $ 395,000,000 | ||||||||||||
Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | 19,191,000 | 19,248,000 | |||||||||||
Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | 0 | 0 | |||||||||||
Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | 19,191,000 | 19,248,000 | |||||||||||
Fair Value, Measurements, Recurring [Member] | Contingent Value Rights [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | 420,000 | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | 400,000 | 3,900,000 | |||||||||||
Fair Value, Measurements, Recurring [Member] | Contingent Value Rights [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | 420,000 | ||||||||||||
Fair Value, Measurements, Recurring [Member] | Contingent Value Rights [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | 0 | ||||||||||||
Fair Value, Measurements, Recurring [Member] | AUGMENT Bone Graft Payment of Conditional Value Rights, Condition One [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | $ 40,000,000 | ||||||||||||
Fair Value, Measurements, Recurring [Member] | AUGMENT Bone Graft Payment of Conditional Value Rights, Condition Two [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | $ 70,000,000 | ||||||||||||
Fair Value, Measurements, Recurring [Member] | 2020 Conversion Derivative [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Derivative Liability, Fair Value, Gross Liability | $ 17,386,000 | ||||||||||||
Circumstance 1 [Domain] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Debt Instrument, Convertible, Minimum Consecutive Period | 20 days | ||||||||||||
SSP - Distribution Business [Member] | |||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||
Contingent Consideration Fair Value | $ 900,000 |
Derivatives and Fair Value of_5
Derivatives and Fair Value of Financial Instruments - Additional Information (Details) $ / shares in Units, € in Millions, shares in Millions | Feb. 24, 2019USD ($) | Jun. 28, 2018USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Apr. 01, 2018USD ($) | Mar. 31, 2019EUR (€) | Dec. 30, 2018USD ($) |
Derivative [Line Items] | ||||||
Non-cash adjustment to derivative fair values | $ (996,000) | $ 1,694,000 | ||||
2023 Convertible Debt [Member] | ||||||
Derivative [Line Items] | ||||||
Debt Instrument, Face Amount | $ 675,000,000 | |||||
Stated percentage rate | 1.625% | |||||
Long-term Debt, Fair Value | $ 916,000,000 | |||||
Debt Conversion, Converted Instrument, Amount Delivered | $ 1,138.70 | |||||
Proceeds from Warrant Exercises | $ 8,900,000 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | shares | 20.2 | 24.4 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 40.86 | |||||
2023 Note Hedges [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative Asset, Fair Value, Gross Asset | $ 115,923,000 | |||||
Derivative, Cost of Hedge | $ 141,300,000 | |||||
2023 Note Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative Asset, Fair Value, Gross Asset | $ 201,257,000 | 115,923,000 | ||||
2023 Conversion Derivative [Member] | ||||||
Derivative [Line Items] | ||||||
Long-term Debt, Fair Value | $ 124,600,000 | |||||
Derivative Liability, Fair Value, Gross Liability | 116,833,000 | |||||
2023 Conversion Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative Liability, Fair Value, Gross Liability | 201,431,000 | 116,833,000 | ||||
2023 Change in Derivative fair Value [Member] | ||||||
Derivative [Line Items] | ||||||
Non-cash adjustment to derivative fair values | (533,000) | |||||
Technical Milestones And Sales Earnouts [Member] | IMASCAP SAS [Member] | ||||||
Derivative [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | 19,100,000 | € 17 | ||||
Technical Milestones [Member] | IMASCAP SAS [Member] | ||||||
Derivative [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 12,600,000 | 12,700,000 | ||||
Fair Value Inputs, Discount Rate | 6.00% | |||||
Sales Earnouts [Member] | IMASCAP SAS [Member] | ||||||
Derivative [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 6,500,000 | $ 6,500,000 | ||||
Fair Value Inputs, Discount Rate | 12.00% |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, at cost | $ 562,393 | $ 534,366 |
Less: Accumulated depreciation | (329,025) | (309,437) |
Property, plant and equipment, net | $ 233,368 | $ 224,929 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Apr. 01, 2018 | Dec. 30, 2018 | |
Goodwill [Roll Forward] | |||
Goodwill at December 30, 2018 | $ 1,268,954 | $ 933,662 | |
Foreign currency translation | (6,429) | 8,917 | |
Goodwill at March 31, 2019 | 1,262,525 | 942,579 | |
Total intangibles | 387,416 | $ 385,074 | |
Less: Accumulated amortization | 109,192 | 102,742 | |
Intangible assets, net | 278,224 | 282,332 | |
Future amortization [Abstract] | |||
2017 | 30,600 | ||
2018 | 30,000 | ||
2019 | 29,900 | ||
2020 | 29,700 | ||
2021 | 29,600 | ||
Indefinite-Lived Intangible Assets [Member] | Completed technology [Member] | |||
Goodwill [Roll Forward] | |||
Indefinite life intangibles | 6,180 | 6,262 | |
Finite-Lived Intangible Assets [Member] | |||
Goodwill [Roll Forward] | |||
Definite life intangibles, Cost | 381,236 | 378,812 | |
Less: Accumulated amortization | 109,192 | 102,742 | |
Finite-Lived Intangible Assets [Member] | Completed technology [Member] | |||
Goodwill [Roll Forward] | |||
Definite life intangibles, Cost | 172,597 | 174,596 | |
Less: Accumulated amortization | 58,969 | 55,114 | |
Finite-Lived Intangible Assets [Member] | Licenses [Member] | |||
Goodwill [Roll Forward] | |||
Definite life intangibles, Cost | 9,247 | 6,547 | |
Less: Accumulated amortization | 1,996 | 1,851 | |
Finite-Lived Intangible Assets [Member] | Customer Relationships [Member] | |||
Goodwill [Roll Forward] | |||
Definite life intangibles, Cost | 181,280 | 179,605 | |
Less: Accumulated amortization | 33,373 | 30,935 | |
Finite-Lived Intangible Assets [Member] | Trademarks [Member] | |||
Goodwill [Roll Forward] | |||
Definite life intangibles, Cost | 14,014 | 14,048 | |
Less: Accumulated amortization | 11,589 | 11,564 | |
Finite-Lived Intangible Assets [Member] | Noncompete Agreements [Member] | |||
Goodwill [Roll Forward] | |||
Definite life intangibles, Cost | 3,332 | 3,252 | |
Less: Accumulated amortization | 2,499 | 2,514 | |
Finite-Lived Intangible Assets [Member] | Other [Member] | |||
Goodwill [Roll Forward] | |||
Definite life intangibles, Cost | 766 | 764 | |
Less: Accumulated amortization | 766 | $ 764 | |
UNITED STATES | Lower Extremities & Biologics [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill at December 30, 2018 | 569,970 | 218,525 | |
Foreign currency translation | 0 | 0 | |
Goodwill at March 31, 2019 | 569,970 | 218,525 | |
UNITED STATES | Upper Extremities [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill at December 30, 2018 | 627,850 | 630,650 | |
Foreign currency translation | (1,549) | 3,275 | |
Goodwill at March 31, 2019 | 626,301 | 633,925 | |
International [Member] | Extremities & Biologics [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill at December 30, 2018 | 71,134 | 84,487 | |
Foreign currency translation | (4,880) | 5,642 | |
Goodwill at March 31, 2019 | $ 66,254 | $ 90,129 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 30, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Right-of-Use Asset | $ 29,000 | $ 30,000 | |
Finance Lease, Right-of-Use Asset, Amortization | 1,225 | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 6,988 | ||
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 6,183 | $ 7,369 | |
Capital Leased Assets, Gross | 40,565 | 36,907 | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 9,606 | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 229 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 7,498 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 6,019 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 4,433 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 2,678 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 10,998 | ||
Operating Leases, Future Minimum Payments Due | 41,232 | ||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | (13,131) | (11,906) | |
Capital Leases, Balance Sheet, Assets by Major Class, Net | 27,434 | 25,001 | |
Capital Leases, Future Minimum Payments Due in Two Years | 7,005 | 6,106 | |
Capital Leases, Future Minimum Payments Due in Three Years | 5,271 | 4,545 | |
Capital Leases, Future Minimum Payments Due in Four Years | 4,296 | 3,553 | |
Capital Leases, Future Minimum Payments Due in Five Years | 2,961 | 2,430 | |
LongTermDebtMaturitiesRepaymentsOfPrincipalThereafter | 4,841 | 4,682 | |
Capital Leases, Future Minimum Payments Due | 30,557 | 28,685 | |
Capital Leases, Future Minimum Payments, Interest Included in Payments | (3,033) | (3,146) | |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 27,524 | 25,539 | |
Capital Lease Obligations, Current | (7,048) | (6,384) | |
Capital Lease Obligations, Noncurrent | 20,476 | 19,155 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 7,509 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Three | 5,859 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Four | 4,286 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Five | 2,841 | ||
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 8,154 | ||
Lessee, Operating Lease, Liability, Payments, Due | 35,637 | ||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (6,675) | ||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 28,962 | ||
Operating Lease, Liability, Current | (7,847) | ||
Operating Lease, Liability, Noncurrent | 21,115 | ||
Finance Lease, Interest Expense | 269 | ||
Operating Lease, Cost | 2,621 | ||
Short-term Lease, Cost | 42 | ||
Variable Lease, Cost | 105 | ||
Lease, Cost | 4,262 | ||
Finance Lease, Interest Payment on Liability | 269 | ||
Operating Lease, Payments | 2,566 | ||
Finance Lease, Principal Payments | $ 1,793 | ||
Finance Lease, Weighted Average Remaining Lease Term | 5 years 19 days | ||
Operating Lease, Weighted Average Remaining Lease Term | 5 years 9 months 18 days | ||
Finance Lease, Weighted Average Discount Rate, Percent | 4.63% | ||
Operating Lease, Weighted Average Discount Rate, Percent | 7.25% | ||
Retained Earnings [Member] | |||
Lessee, Lease, Description [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 229 | ||
Machinery and Equipment [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Right-of-Use Asset | 2,219 | ||
Capital Leased Assets, Gross | 28,004 | 24,331 | |
Furniture, Fixtures and Office Equipment [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Right-of-Use Asset | 1,385 | ||
Capital Leased Assets, Gross | 544 | 559 | |
Building [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Right-of-Use Asset | 25,334 | ||
Capital Leased Assets, Gross | $ 12,017 | $ 12,017 |
Long-Term Debt and Capital Le_3
Long-Term Debt and Capital Lease Obligations (Details) $ / shares in Units, shares in Millions | Feb. 24, 2019USD ($)$ / sharesshares | Jul. 30, 2018USD ($) | Jun. 28, 2018USD ($)counterparty$ / sharesshares | Dec. 23, 2016 | May 20, 2016USD ($)counterparty$ / sharesshares | May 12, 2016$ / shares | Nov. 24, 2015$ / shares | Feb. 13, 2015USD ($)counterparty$ / sharesshares | May 31, 2018USD ($) | Mar. 31, 2019USD ($)shares | Apr. 01, 2018USD ($)shares | Dec. 30, 2018USD ($) | Oct. 01, 2015$ / shares | Feb. 09, 2015$ / shares | |
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Debt and Capital Lease Obligations | $ 1,132,030,000 | $ 1,115,127,000 | |||||||||||||
Less: current portion | [1],[2] | (410,311,000) | (201,686,000) | ||||||||||||
Long-term debt and capital lease obligations | [1] | $ (721,719,000) | (913,441,000) | ||||||||||||
ThresholdForConversionAsPercentOfConversionPrice | 130.00% | 130.00% | |||||||||||||
Threshold For Conversion | 98.00% | 98.00% | |||||||||||||
Debt Instrument, Convertible, Minimum Consecutive Period | 5 days | ||||||||||||||
Debt Instrument, Convertible, Trading Period | 30 days | 30 days | |||||||||||||
Debt instrument, convertible, purchase price as a percent of principal amount if fundamental change event occurs | 100.00% | 100.00% | |||||||||||||
Payments for Repurchase of Warrants | $ 11,026,000 | ||||||||||||||
Payment of notes hedge option | 16,849,000 | ||||||||||||||
Issuance of stock warrants | 21,210,000 | $ 0 | |||||||||||||
Debt Issuance Costs, Line of Credit Arrangements, Gross | 1,800,000 | 1,700,000 | |||||||||||||
Debt Instrument, Description of Variable Rate Basis | 0.0075 | 0.01 | |||||||||||||
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities, Prepayment Speed | 100.00% | ||||||||||||||
Proceeds from Collaborators | $ 10,000,000 | ||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | ||||||||||||||
Line of Credit Facility, Minimum Borrowing Capacity as Percentage of Available Borrowing Capacity | 20.00% | ||||||||||||||
Line of Credit, Prepayment Penalty | 1.00% | ||||||||||||||
2023 Exchange [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Debt Discount | $ 7,400,000 | ||||||||||||||
Debt Instrument, Deferred Financing Charges | 900,000 | ||||||||||||||
Term Loan [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Debt and Capital Lease Obligations | 19,056,000 | 18,979,000 | |||||||||||||
Long-term Debt | 20,000,000 | ||||||||||||||
Debt Issuance Costs, Net | $ 1,200,000 | 900,000 | 1,000,000 | ||||||||||||
Capital Lease Obligations [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Debt and Capital Lease Obligations | 27,524,000 | 25,539,000 | |||||||||||||
2023 Convertible Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 675,000,000 | ||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Long-term Debt, Gross | 814,556,000 | 675,000,000 | |||||||||||||
Debt and Capital Lease Obligations | 675,973,000 | 548,076,000 | |||||||||||||
Stated percentage rate | 1.625% | ||||||||||||||
Debt instrument, convertible, conversion ratio | 29.9679 | ||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 33.37 | ||||||||||||||
Debt Instrument, Convertible, Trading Period | 120 days | ||||||||||||||
Amortization of Debt Discount (Premium) | 5,500,000 | ||||||||||||||
Long-term Debt, Fair Value | 916,000,000 | ||||||||||||||
Number of Counterparties | counterparty | 2 | ||||||||||||||
Proceeds from Warrant Exercises | 8,900,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | (125,881,000) | (114,554,000) | |||||||||||||
Unamortized Debt Issuance Expense | $ (12,702,000) | (12,370,000) | |||||||||||||
Incremental Common Shares Attributable to Call Options and Warrants | shares | 20.2 | 24.4 | |||||||||||||
Issuance of stock warrants | $ 102,100,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 40.86 | ||||||||||||||
Debt Issuance Costs, Net | $ 12,400,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount Delivered | 1,138.70 | ||||||||||||||
2023 Note Hedges [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Indebtedness in Excess, Default | 25,000,000 | ||||||||||||||
Payments For Warrants | 30,100,000 | ||||||||||||||
Proceeds From Derivatives Settled | 21,200,000 | ||||||||||||||
2021 Convertible Debt [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Long-term Debt, Gross | $ 395,000,000 | 395,000,000 | |||||||||||||
Debt and Capital Lease Obligations | [2] | 326,913,000 | 321,286,000 | ||||||||||||
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 | ||||||||||||||
Debt Instrument, Convertible, Trading Period | 100 days | ||||||||||||||
Amortization of Debt Discount (Premium) | 5,300,000 | 4,800,000 | |||||||||||||
Long-term Debt, Fair Value | 611,800,000 | ||||||||||||||
Number of Counterparties | counterparty | 2 | ||||||||||||||
Debt Instrument, Unamortized Discount | (64,085,000) | (69,382,000) | |||||||||||||
Unamortized Debt Issuance Expense | $ (7,300,000) | (4,002,000) | (4,332,000) | ||||||||||||
Incremental Common Shares Attributable to Call Options and Warrants | shares | 18.5 | ||||||||||||||
Issuance of stock warrants | $ 54,600,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 30 | ||||||||||||||
Strike Price, In Excess of Stock Price | 69.00% | ||||||||||||||
2020 convertibledebt [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Long-term Debt, Gross | 56,455,000 | 186,589,000 | |||||||||||||
Debt and Capital Lease Obligations | [2] | 53,350,000 | 173,533,000 | ||||||||||||
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 | 39,900,000 | 9,300,000 | |||||||||||||
Debt instrument, convertible, conversion ratio | 33.39487 | 32.3939 | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 29.94 | $ 30.87 | |||||||||||||
Amortization of Debt Discount (Premium) | 1,400,000 | $ 7,200,000 | |||||||||||||
Extinguishment of Debt, Amount | 45,000,000 | ||||||||||||||
Long-term Debt, Fair Value | 64,000,000 | ||||||||||||||
Payments for Repurchase of Warrants | 3,300,000 | ||||||||||||||
Payment of notes hedge option | 600,000 | ||||||||||||||
Proceeds from Warrant Exercises | 5,800,000 | $ 10,600,000 | |||||||||||||
Debt Instrument, Unamortized Discount | (2,769,000) | (11,642,000) | |||||||||||||
Unamortized Debt Issuance Expense | $ (18,100,000) | $ (336,000) | (1,414,000) | ||||||||||||
Incremental Common Shares Attributable to Call Options and Warrants | shares | 20.5 | 1.9 | 19.6 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 38.8010 | $ 40 | |||||||||||||
Warrant Strike Price in Excess of Common Stock Price, Percent | 59.00% | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 21.1 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | 130,100,000 | 400,900,000 | |||||||||||||
Line of Credit [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Debt and Capital Lease Obligations | $ 20,200,000 | 17,800,000 | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 175,000,000 | ||||||||||||||
Other Debt Obligations [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Debt and Capital Lease Obligations | 9,028,000 | 9,953,000 | |||||||||||||
Additional 2023 Convertible Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 139,600,000 | ||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 33.37 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 40.86 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 4.2 | ||||||||||||||
Maximum [Member] | Line of Credit [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 75,000,000 | ||||||||||||||
2020 Conversion Derivative [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Debt Instrument, Unamortized Discount | $ (149,800,000) | ||||||||||||||
Base Rate [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 3.25% | ||||||||||||||
Variable Income Interest Rate [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 4.25% | 7.85% | |||||||||||||
Secured Debt [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Long-term Line of Credit | 20,186,000 | $ 17,761,000 | |||||||||||||
Term Loan [Member] | Line of Credit [Member] | Secured Debt [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 55,000,000 | ||||||||||||||
2020 Notes Hedges [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Number of Counterparties | counterparty | 3 | ||||||||||||||
Indebtedness in Excess, Default | $ 25,000,000 | ||||||||||||||
Derivative, Cost of Hedge | 144,800,000 | ||||||||||||||
Debt Instrument, Tranche 2 [Member] | Term Loan [Member] | Line of Credit [Member] | Secured Debt [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000,000 | $ 20,000,000 | |||||||||||||
Reported Value Measurement [Member] | 2021 Convertible Debt [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Long-term Debt, Gross | $ 395,000,000 | ||||||||||||||
Reported Value Measurement [Member] | 2020 convertibledebt [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Long-term Debt, Gross | $ 632,500,000 | ||||||||||||||
Debt Instrument, Tranche 3 [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Line of Credit, Prepayment Penalty | 0.75% | ||||||||||||||
2023 Note Hedges [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Derivative, Cost of Hedge | $ 141,300,000 | ||||||||||||||
2021 Notes Hedges [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Number of Counterparties | counterparty | 2 | ||||||||||||||
2020 Settled Hedges [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Payment of notes hedge option | 16,800,000 | ||||||||||||||
Proceeds From Derivatives Settled | 34,600,000 | ||||||||||||||
2020 convertibledebt [Member] | 2021 Convertible Debt [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Extinguishment Of Debt, Amount Delivered Per Incremental Amount Exchanged | $ 990 | ||||||||||||||
Circumstance 1 [Domain] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Debt Instrument, Convertible, Minimum Consecutive Period | 20 days | ||||||||||||||
2020 Warrants Derivative [Member] | |||||||||||||||
Debt and Capital Lease Obligations [Abstract] | |||||||||||||||
Payment of notes hedge option | $ 11,000,000 | ||||||||||||||
Payments For Warrants | $ 24,000,000 | ||||||||||||||
[1] | 1 As of March 31, 2019, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes may convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes and the fair value of the 2021 Notes Conversion Derivative were classified as current liabilities, and the fair value of the 2021 Notes Hedges were classified as current assets as of March 31, 2019. The respective balances were classified as long-term as of December 30, 2018. See Note 6 and Note 10. | ||||||||||||||
[2] | 1 As of March 31, 2019, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes may convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes were classified as current liabilities as of March 31, 2019. The holders of the 2020 Notes may convert their notes at any time prior to August 15, 2019 solely into cash upon satisfaction of certain circumstances as described below. On or after August 15, 2019, holders may convert their 2020 Notes solely into cash, regardless of the foregoing circumstances. Due to the ability of the holders of the 2020 Notes to convert within the next year, the carrying value of the 2020 Notes were classified as current liabilities as of March 31, 2019 and December 30, 2018. |
Long-Term Debt and Capital Le_4
Long-Term Debt and Capital Lease Obligations - 2023 Notes (Details) $ / shares in Units, $ in Thousands, shares in Millions | Jun. 28, 2018USD ($)counterparty$ / sharesshares | May 20, 2016USD ($)counterparty | Feb. 13, 2015 | Mar. 31, 2019USD ($)shares | Apr. 01, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Minimum Consecutive Period | 5 days | ||||
Debt Instrument, Convertible, Trading Period | 30 days | 30 days | |||
ThresholdForConversionAsPercentOfConversionPrice | 130.00% | 130.00% | |||
Threshold For Conversion | 98.00% | 98.00% | |||
Debt instrument, convertible, purchase price as a percent of principal amount if fundamental change event occurs | 100.00% | 100.00% | |||
Issuance of stock warrants | $ 21,210 | $ 0 | |||
2021 Notes Hedges [Member] | |||||
Debt Instrument [Line Items] | |||||
Indebtedness in Excess, Default | $ 25,000 | ||||
2023 Note Hedges [Member] | |||||
Debt Instrument [Line Items] | |||||
Indebtedness in Excess, Default | $ 25,000 | ||||
2023 Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Stated percentage rate | 1.625% | ||||
Debt instrument, convertible, conversion ratio | 29.9679 | ||||
Conversion price (in dollars per share) | $ / shares | $ 33.37 | ||||
Debt Instrument, Convertible, Trading Period | 120 days | ||||
Debt Issuance Costs, Net | $ 12,400 | ||||
Derivative Liability | $ 124,600 | ||||
Long-term Debt, Fair Value | $ 916,000 | ||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | shares | 20.2 | 24.4 | |||
Number of Counterparties | counterparty | 2 | ||||
Issuance of stock warrants | $ 102,100 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 40.86 | ||||
2021 Notes Hedges [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of Counterparties | counterparty | 2 | ||||
Circumstance 1 [Domain] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Minimum Consecutive Period | 20 days |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Apr. 01, 2018 | Dec. 30, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders' Equity Attributable to Parent | $ 913,255 | $ 583,175 | $ 932,459 | $ 588,696 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (11,303) | 12,458 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (19,386) | (8,083) | |||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stockholders' Equity Attributable to Parent | (19,386) | 34,748 | $ (8,083) | $ 22,290 | |
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 | (11,303) | $ 12,458 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (19,386) | $ 34,748 |
Capital Stock and Earnings per
Capital Stock and Earnings per share Capital Stock (Details) $ in Millions | Aug. 27, 2018USD ($)shares | Jun. 28, 2018shares | May 20, 2016shares | Feb. 13, 2015shares | Mar. 31, 2019€ / sharesshares | Apr. 01, 2018shares | Dec. 30, 2018€ / sharesshares |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 | |||||
Common Stock, Par or Stated Value Per Share | € / shares | € 0.03 | € 0.03 | |||||
Common Stock, Shares, Issued | 126,105,530 | 125,555,751 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,400,000 | 9,700,000 | |||||
Antidilutive Securities Stock Options | 1,300,000 | 1,300,000 | |||||
Antidilutive securities, non-vested shares, performance shares | 200,000 | 100,000 | |||||
2020convertibledebt [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 20,500,000 | 1,900,000 | 19,600,000 | ||||
2021 Convertible Debt [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 18,500,000 | ||||||
2023 Convertible Debt [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 20,200,000 | 24,400,000 | |||||
Common Stock [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 18,200,000 | ||||||
Sale of Stock [Domain] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Proceeds from equity offering | $ | $ 423 |
Earnings per share (Details)
Earnings per share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Earnings Per Share [Abstract] | ||
Weighted-average number of ordinary shares outstanding-basic and diluted (in shares) | 125,812 | 105,904 |
Commitments and Contingencies -
Commitments and Contingencies - Product Liability Contingency (Details) - USD ($) $ in Millions | May 01, 2018 | Mar. 31, 2019 |
Product Liability Contingency [Line Items] | ||
Insurance Settlements Receivable | $ 3 | |
PROFEMUR Titanium Modular Neck Product [Member] | ||
Product Liability Contingency [Line Items] | ||
Product liability, current | 10.8 | |
Product liability, non-current | 6.6 | |
CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||
Product Liability Contingency [Line Items] | ||
Loss Contingency Accrual | 61.5 | |
Master Settlement Agreement - MDL & JCCP [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||
Product Liability Contingency [Line Items] | ||
Estimated product liability range | 339.2 | |
Loss Contingency, Damages Paid, Value | 304.4 | |
Metal-On-Metal Claims [Member] | ||
Product Liability Contingency [Line Items] | ||
Proceeds From Insurance Policies | $ 101.9 | |
Proceeds From Insurance Policies, Paid Directly To Entity | 95.2 | |
Proceeds From Insurance Policies, Paid To Third Party Claimants | 6.7 | |
Minimum [Member] | PROFEMUR Titanium Modular Neck Product [Member] | ||
Product Liability Contingency [Line Items] | ||
Estimated product liability range | 17.4 | |
Accrued Liabilities, Current [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||
Product Liability Contingency [Line Items] | ||
Loss Contingency Accrual | 36.3 | |
Other Noncurrent Liabilities [Member] | CONSERVE (R) DYNASTY (R) AND LINEAGE (R) [Member] | ||
Product Liability Contingency [Line Items] | ||
Loss Contingency Accrual | $ 25.2 | |
Lexington [Member] | Metal-On-Metal Claims [Member] | ||
Product Liability Contingency [Line Items] | ||
Policy Limits Remaining | $ 30 |
Segment Data (Details)
Segment Data (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($) | Apr. 01, 2018USD ($) | Dec. 30, 2018USD ($) | ||
Segment Reporting Information [Line Items] | ||||
Interest Income (Expense), Nonoperating, Net | $ (19,695) | $ (19,812) | ||
Net sales | 230,127 | 198,537 | ||
InventoryStepUpAmortizationExpense | 352 | 0 | ||
Operating Income (Loss) | 5,945 | (890) | ||
Transaction and Transition Expense | 424 | 910 | ||
Other Nonoperating Income (Expense) | 12,895 | (1,000) | ||
Assets | 2,829,348 | $ 2,694,401 | ||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | (26,645) | (19,702) | ||
EMEA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 40,233 | 41,117 | ||
UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 177,767 | 144,793 | ||
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 12,127 | 12,627 | ||
Extremities & Biologics [Member] | EMEA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,072 | 2,205 | ||
Extremities & Biologics [Member] | International [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 52,360 | 53,744 | ||
Depreciation | 3,763 | 2,808 | ||
AmortizationExpenseWithoutDistributorConversion | 0 | 0 | ||
Segment Operating Loss | (1,489) | 258 | ||
Assets | 284,312 | 272,127 | ||
Extremities & Biologics [Member] | UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 22,640 | 18,165 | ||
Extremities & Biologics [Member] | Other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,466 | 3,052 | ||
Lower Extremities & Biologics [Member] | EMEA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 12,258 | 12,159 | ||
Lower Extremities & Biologics [Member] | UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 71,308 | 56,823 | ||
Lower Extremities & Biologics [Member] | Other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 3,293 | 3,168 | ||
Upper Extremities [Member] | EMEA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 23,277 | 23,454 | ||
Upper Extremities [Member] | UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 81,727 | 67,658 | ||
Upper Extremities [Member] | Other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 6,188 | 6,140 | ||
Sports Med And Other [Member] | EMEA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,626 | 3,299 | ||
Sports Med And Other [Member] | UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,092 | 2,147 | ||
Sports Med And Other [Member] | Other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 180 | 267 | ||
UNITED STATES | Lower Extremities & Biologics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 94,816 | 75,897 | ||
Depreciation | 2,688 | 3,031 | ||
AmortizationExpenseWithoutDistributorConversion | 0 | 0 | ||
Segment Operating Loss | 28,941 | 19,458 | ||
Assets | 953,637 | 940,075 | ||
UNITED STATES | Upper Extremities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 82,951 | 68,896 | ||
Depreciation | 3,151 | 2,926 | ||
AmortizationExpenseWithoutDistributorConversion | 0 | 0 | ||
Segment Operating Loss | 31,448 | 24,154 | ||
Assets | 926,256 | 923,036 | ||
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | [1] | 0 | 0 | |
Depreciation | [1] | 5,899 | 5,734 | |
AmortizationExpenseWithoutDistributorConversion | [1] | 7,587 | 7,141 | |
Segment Operating Loss | [1] | (52,179) | (43,850) | |
Assets | $ 665,143 | $ 559,163 | ||
segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Number of Reportable Segments | 3 | |||
Depreciation | $ 15,501 | 14,499 | ||
AmortizationExpenseWithoutDistributorConversion | 7,587 | 7,141 | ||
Segment Operating Loss | $ 6,721 | $ 20 | ||
[1] | 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 |