Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 28, 2014 | Feb. 13, 2015 | Jun. 29, 2014 |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 28-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TRNX | ||
Entity Registrant Name | Tornier N.V. | ||
Entity Central Index Key | 1492658 | ||
Current Fiscal Year End Date | -16 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 48,989,273 | ||
Entity Public Float | $849.30 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $27,940 | $56,784 |
Accounts receivable (net of allowance of $5,779 and $5,080, respectively) | 63,583 | 55,555 |
Inventories | 88,662 | 87,011 |
Deferred income taxes | 6,817 | 5,601 |
Prepaid taxes | 12,858 | 14,667 |
Prepaid expenses | 4,613 | 3,151 |
Other current assets | 5,228 | 3,756 |
Total current assets | 209,701 | 226,525 |
Instruments, net | 62,888 | 63,055 |
Property, plant and equipment, net | 44,662 | 43,494 |
Goodwill | 244,782 | 251,540 |
Intangible assets, net | 95,120 | 117,608 |
Deferred income taxes | 128 | 660 |
Other assets | 1,294 | 2,544 |
Total assets | 658,575 | 705,426 |
Current liabilities: | ||
Short-term borrowing and current portion of long-term debt | 7,394 | 1,438 |
Accounts payable | 15,073 | 17,326 |
Accrued liabilities | 59,109 | 50,714 |
Income taxes payable | 887 | 397 |
Contingent consideration, current | 1,989 | 6,428 |
Deferred income taxes | 9 | 13 |
Total current liabilities | 84,461 | 76,316 |
Long-term debt | 68,105 | 67,643 |
Deferred income taxes | 18,498 | 21,489 |
Contingent consideration, long-term | 6,528 | |
Other non-current liabilities | 8,621 | 7,642 |
Total liabilities | 179,685 | 179,618 |
Shareholders' equity: | ||
Ordinary shares, €0.03 par value; authorized 175,000,000; issued and outstanding 48,974,449 and 48,508,612 at December 28, 2014 and December 29, 2013, respectively | 1,939 | 1,921 |
Additional paid-in capital | 783,335 | 769,466 |
Accumulated deficit | -301,629 | -272,158 |
Accumulated other comprehensive (loss) income | -4,755 | 26,579 |
Total shareholders' equity | 478,890 | 525,808 |
Total liabilities and shareholders' equity | $658,575 | $705,426 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 29, 2013 |
In Thousands, except Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) |
Statement of Financial Position [Abstract] | ||||
Accounts receivable, allowance | $5,779 | $5,080 | ||
Ordinary shares, par value | € 0.03 | € 0.03 | ||
Ordinary shares, authorized | 175,000,000 | 175,000,000 | 175,000,000 | 175,000,000 |
Ordinary shares, issued | 48,974,449 | 48,974,449 | 48,508,612 | 48,508,612 |
Ordinary shares, outstanding | 48,974,449 | 48,974,449 | 48,508,612 | 48,508,612 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Income Statement [Abstract] | |||
Revenue | $344,953 | $310,959 | $277,520 |
Cost of goods sold | 83,464 | 86,172 | 81,918 |
Gross profit | 261,489 | 224,787 | 195,602 |
Operating expenses: | |||
Selling, general and administrative | 237,158 | 206,851 | 170,447 |
Research and development | 24,139 | 22,387 | 22,524 |
Amortization of intangible assets | 17,135 | 15,885 | 11,721 |
Special charges | 4,479 | 3,738 | 19,244 |
Total operating expenses | 282,911 | 248,861 | 223,936 |
Operating loss | -21,422 | -24,074 | -28,334 |
Other income (expense): | |||
Interest income | 136 | 245 | 338 |
Interest expense | -5,319 | -7,256 | -3,733 |
Foreign currency transaction loss | -1,115 | -1,820 | -473 |
Loss on extinguishment of debt | -1,127 | -593 | |
Other non-operating (expense) income, net | -161 | -45 | 116 |
Loss before income taxes | -27,881 | -34,077 | -32,679 |
Income tax (expense) benefit | -1,590 | -2,349 | 10,935 |
Consolidated net loss | ($29,471) | ($36,426) | ($21,744) |
Net loss per share: | |||
Basic and diluted | ($0.60) | ($0.79) | ($0.54) |
Weighted average shares outstanding: | |||
Basic and diluted | 48,860 | 45,826 | 40,064 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net loss | ($29,471) | ($36,426) | ($21,744) |
Unrealized (loss) gain on retirement plans | -1,430 | 95 | -866 |
Foreign currency translation adjustments | -29,904 | 17,296 | 4,938 |
Comprehensive loss | ($60,805) | ($19,035) | ($17,672) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Cash flows from operating activities: | |||
Consolidated net loss | ($29,471) | ($36,426) | ($21,744) |
Adjustments to reconcile consolidated net loss to cash provided by operating activities: | |||
Depreciation and amortization | 40,623 | 36,566 | 30,232 |
Impairment of fixed assets | 140 | 2,041 | |
Lease termination costs | 731 | ||
Intangible impairment | 4,737 | ||
Non-cash foreign currency loss (gain) | 1,087 | 1,829 | -495 |
Deferred income taxes | -7,893 | 3,566 | -4,506 |
Tax benefit from reversal of valuation allowance | -146 | -1,120 | -10,700 |
Share-based compensation | 9,701 | 8,300 | 6,830 |
Non-cash interest expense and discount amortization | 775 | 969 | 524 |
Inventory obsolescence | 11,433 | 8,447 | 8,171 |
Loss on extinguishment of debt | 1,127 | 593 | |
Incentive related to new facility lease | 1,400 | ||
Acquired inventory step-up | 577 | 5,908 | 1,993 |
Gain on reversal of OrthoHelix contingent consideration liability | -5,388 | -5,140 | |
Other non-cash items affecting earnings | 908 | 1,095 | 1,836 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | -11,100 | -1,084 | -2,188 |
Inventories | -21,619 | -9,186 | -3,057 |
Accounts payable and accruals | 12,489 | 7,421 | 87 |
Other current assets and liabilities | -3,190 | 4,704 | -1,526 |
Other non-current assets and liabilities | 2,222 | -2,134 | 65 |
Net cash provided by operating activities | 1,008 | 24,982 | 14,431 |
Cash flows from investing activities: | |||
Acquisition-related cash payments | -2,000 | -8,665 | -102,612 |
Purchases of intangible assets | -83 | -2,935 | -1,410 |
Additions of instruments | -21,751 | -23,805 | -11,999 |
Property, plant and equipment lease incentive | -1,400 | ||
Purchases of property, plant and equipment | -10,494 | -10,825 | -9,891 |
Proceeds from sale of property, plant and equipment | 1,517 | ||
Net cash used in investing activities | -34,328 | -46,230 | -125,795 |
Cash flows from financing activities: | |||
Proceeds from (repayments of) short-term debt | 6,000 | -1,000 | -8,009 |
Repayments of long-term debt | -1,092 | -54,095 | -28,684 |
Contingent consideration payments | -6,944 | -1,483 | |
Proceeds from issuance of long-term debt | 477 | 1,796 | 121,045 |
Deferred financing costs | -111 | -5,396 | |
Issuance of ordinary shares from stock option exercises | 3,976 | 21,481 | 7,710 |
Proceeds from other issuance of ordinary shares | 283 | 78,952 | |
Net cash provided by financing activities | 2,700 | 45,540 | 86,666 |
Effect of exchange rate changes on cash and cash equivalents | 1,776 | 1,384 | 1,100 |
(Decrease) Increase in cash and cash equivalents | -28,844 | 25,676 | -23,598 |
Cash and cash equivalents: | |||
Beginning of period | 56,784 | 31,108 | 54,706 |
End of period | 27,940 | 56,784 | 31,108 |
Non-cash investing and financing transactions: | |||
Fixed assets acquired pursuant to capital lease | 1,236 | 42 | 560 |
Capitalized software development costs | 1,180 | ||
Supplemental disclosure: | |||
Income taxes paid | 2,034 | 1,700 | 2,937 |
Interest paid | $4,185 | $6,043 | $2,084 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Ordinary Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data | |||||
Balance at Jan. 01, 2012 | $401,460 | $1,560 | $608,772 | $5,116 | ($213,988) |
Balance (in shares) at Jan. 01, 2012 | 39,270 | ||||
Net loss | -21,744 | -21,744 | |||
Unrealized gain (loss) on retirement plans | -866 | -866 | |||
Foreign currency translation adjustments | 4,938 | 4,938 | |||
Issuances of ordinary shares related to acquisition of OrthoHelix Surgical Designs, Inc. | 38,029 | 75 | 37,954 | ||
Issuances of ordinary shares related to acquisition of OrthoHelix Surgical Designs, Inc ( in shares). | 1,941 | ||||
Issuances of ordinary shares related to employee stock purchase plan | 170 | 1 | 169 | ||
Issuances of ordinary shares related to employee stock purchase plan ( in shares) | 8 | ||||
Issuances of ordinary shares for restricted stock units | 2 | -2 | |||
Issuances of ordinary shares for restricted stock units ( in shares) | 50 | ||||
Issuance of ordinary shares related to stock option exercises | 7,540 | 17 | 7,523 | ||
Issuance of ordinary shares related to stock option exercises ( in shares) | 426,000 | 459 | |||
Share-based compensation | 6,552 | 6,552 | |||
Balance at Dec. 30, 2012 | 436,079 | 1,655 | 660,968 | 9,188 | -235,732 |
Balance (in shares) at Dec. 30, 2012 | 41,728 | ||||
Net loss | -36,426 | -36,426 | |||
Unrealized gain (loss) on retirement plans | 95 | 95 | |||
Foreign currency translation adjustments | 17,296 | 17,296 | |||
Public offering financing costs | -4,878 | -4,878 | |||
Issuance of ordinary shares related to public offering | 83,577 | 202 | 83,375 | ||
Issuance of ordinary shares related to public offering (in shares) | 5,175 | ||||
Issuances of ordinary shares related to employee stock purchase plan | 254 | 1 | 253 | ||
Issuances of ordinary shares related to employee stock purchase plan ( in shares) | 15 | ||||
Issuances of ordinary shares for restricted stock units | 4 | -4 | |||
Issuances of ordinary shares for restricted stock units ( in shares) | 98 | ||||
Issuance of ordinary shares related to stock option exercises | 21,481 | 59 | 21,422 | ||
Issuance of ordinary shares related to stock option exercises ( in shares) | 1,454,000 | 1,493 | |||
Share-based compensation | 8,330 | 8,330 | |||
Balance at Dec. 29, 2013 | 525,808 | 1,921 | 769,466 | 26,579 | -272,158 |
Balance (in shares) at Dec. 29, 2013 | 48,508,612 | 48,509 | |||
Net loss | -29,471 | -29,471 | |||
Unrealized gain (loss) on retirement plans | -1,430 | -1,430 | |||
Foreign currency translation adjustments | -29,904 | -29,904 | |||
Issuances of ordinary shares related to employee stock purchase plan | 284 | 1 | 283 | ||
Issuances of ordinary shares related to employee stock purchase plan ( in shares) | 16 | ||||
Issuances of ordinary shares for restricted stock units | 8 | -8 | |||
Issuances of ordinary shares for restricted stock units ( in shares) | 214 | ||||
Issuance of ordinary shares related to stock option exercises | 3,976 | 9 | 3,967 | ||
Issuance of ordinary shares related to stock option exercises ( in shares) | 197,000 | 235 | |||
Share-based compensation | 9,627 | 9,627 | |||
Balance at Dec. 28, 2014 | $478,890 | $1,939 | $783,335 | ($4,755) | ($301,629) |
Balance (in shares) at Dec. 28, 2014 | 48,974,449 | 48,974 |
Business_Description
Business Description | 12 Months Ended | |
Dec. 28, 2014 | ||
Accounting Policies [Abstract] | ||
Business Description | 1 | Business Description |
Tornier N.V. (Tornier or the Company) is a global medical device company focused on providing solutions to surgeons that treat musculoskeletal injuries and disorders of the shoulder, elbow, wrist, hand, ankle and foot, referred to as “extremity joints.” The Company sells to this surgeon base a broad line of joint replacement, trauma, sports medicine and biologic products to treat extremity joints. In certain international markets, the Company also offers joint replacement products for the hip and knee. | ||
Tornier’s global corporate headquarters are located in Amsterdam, the Netherlands. The Company also has significant operations located in Bloomington, Minnesota (U.S. headquarters, sales, marketing and distribution and administration), Grenoble, France (OUS headquarters, manufacturing and research and development), Macroom, Ireland (manufacturing), Warsaw, Indiana (research and development) and Medina, Ohio (marketing, research and development). In addition, the Company conducts local sales and distribution activities across 12 sales offices throughout Europe, Asia, Australia and Canada. | ||
Proposed Merger with Wright Medical Group, Inc. | ||
On October 27, 2014, Tornier entered into an agreement and plan of merger with Wright Medical Group, Inc. (Wright). The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, an indirect wholly owned subsidiary of Tornier N.V. will merge with and into Wright, with Wright continuing as the surviving company and an indirect wholly owned subsidiary of Tornier following the transaction. Following the closing of the transaction, the combined company will conduct business as Wright Medical Group N.V. and Robert J. Palmisano, Wright’s president and chief executive officer, will become president and chief executive officer of the combined company and David H. Mowry, Tornier’s president and chief executive officer, will become executive vice president and chief operating officer of the combined company. Wright Medical Group N.V.’s board of directors will be comprised of five representatives from Wright’s existing board of directors and five representatives from Tornier’s existing board of directors, including Mr. Palmisano and Mr. Mowry. | ||
Subject to the terms and conditions of the merger agreement, at the effective time and as a result of the merger, each share of common stock of Wright issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 1.0309 Tornier ordinary shares. In addition, at the effective time and as a result of the merger, all outstanding options to purchase shares of Wright common stock and other equity awards based on Wright common stock, which are outstanding immediately prior to the effective time of the merger, will become immediately vested and converted into and become, respectively, options to purchase Tornier ordinary shares and with respect to all other Wright equity awards, awards based on Tornier ordinary shares, in each case, on terms substantially identical to those in effect prior to the effective time of the merger, except for the vesting requirements and adjustments to the underlying number of shares and the exercise price based on the exchange ratio used in the merger and other adjustments as provided in the merger agreement. Upon completion of the merger, Tornier shareholders will own approximately 48% of the combined company on a fully diluted basis and Wright shareholders will own approximately 52%. | ||
The transaction is subject to approval of Tornier and Wright shareholders, effectiveness of a Form S-4 registration statement filed by Tornier with the Securities and Exchange Commission and the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. The transaction is expected to be completed in mid-2015. In the event that the Company terminates the merger agreement under certain specified circumstances, the Company may be required to pay Wright a $46 million termination fee. | ||
Basis of Presentation | ||
The Company’s fiscal year-end is generally determined on a 52-week basis consisting of four 13 week quarters and always falls on the Sunday nearest to December 31. | ||
The consolidated financial statements and accompanying notes present the consolidated results of the Company for each of the fiscal years in the three-year period ended December 28, 2014, December 29, 2013 and December 30, 2012. | ||
All amounts are presented in U.S. Dollar (“$”), except where expressly stated as being in other currencies, e.g. Euros (“€”). |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Significant Accounting Policies | 2 | Significant Accounting Policies | |||||||
Reclassifications | |||||||||
Certain contingent consideration payments within the consolidated statement of cash flows have been reclassified from investing activities to financing activities to conform with the presentation used in 2014. | |||||||||
Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and all of its wholly and majority owned subsidiaries. In consolidation, all material intercompany accounts and transactions are eliminated. | |||||||||
Use of Estimates | |||||||||
The consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (U.S. GAAP) and include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. | |||||||||
Foreign Currency Translation | |||||||||
The functional currencies for the Company and all of the Company’s wholly owned subsidiaries are their local currencies. The reporting currency of the Company is the U.S. dollar. Accordingly, the consolidated financial statements of the Company’s international subsidiaries are translated into U.S. dollars using current exchange rates for the consolidated balance sheets and average exchange rates for the consolidated statements of operations and cash flows. Unrealized translation gains and losses are included in accumulated other comprehensive income (loss) in shareholders’ equity. When a transaction is denominated in a currency other than the subsidiary’s functional currency, the Company recognizes a transaction gain or loss in net earnings. Foreign currency transaction (losses) gains included in net earnings were $(1.1) million, $(1.8) million and $(0.5) million during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||
Revenue Recognition | |||||||||
The Company derives revenue from the sale of medical devices that are used by orthopaedic and general surgeons who treat diseases and disorders of extremity joints, including the shoulder, elbow, wrist, hand, ankle and foot, and large joints, including the hip and knee. Revenue is generated from sales to two types of customers: healthcare institutions and stocking distributors, with sales to healthcare institutions representing a majority of the Company’s revenue. Revenue from sales to healthcare institutions is generally recognized at the time of surgical implantation. Revenue from sales to stocking distributors is recorded at the time the product is shipped to the distributor. These stocking distributors, who sell the products to their customers, take title to the products and assume all risks of ownership at the time of shipment. Stocking distributors are obligated to pay within specified terms regardless of when, if ever, they sell the products. Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between a seller and a customer are not recorded as revenue. In certain circumstances, the Company may accept sales returns from distributors and in certain situations in which the right of return exists, the Company estimates a reserve for sales returns and recognizes the reserve as a reduction of revenue. The Company bases its estimate for sales returns on historical sales and product return information including historical experience and trend information. The Company’s reserve for sales returns has historically been immaterial. | |||||||||
Shipping and Handling | |||||||||
Amounts billed to customers for shipping and handling of products are reflected in revenue and are not considered significant. Costs related to shipping and handling of products are expensed as incurred, are included in selling, general and administrative expense, and were $7.9 million, $5.7 million and $5.1 million for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||
Cash and Cash Equivalents | |||||||||
Cash equivalents are highly liquid investments with an original maturity of three months or less. The carrying amount reported in the consolidated balance sheets for cash and cash equivalents is cost, which approximates fair value. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable consist of customer trade receivables. The Company maintains an allowance for doubtful accounts for estimated losses in the collection of accounts receivable. The Company makes estimates regarding the future ability of its customers to make required payments based on historical credit experience, delinquency and expected future trends. The majority of the Company’s receivables are from healthcare institutions, many of which are government-funded. The Company’s allowance for doubtful accounts was $5.8 million and $5.1 million at December 28, 2014 and December 29, 2013, respectively. Accounts receivable are written off when it is determined that the accounts are uncollectible, typically upon customer bankruptcy or the customer’s non-response to continued collection efforts. | |||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. Management attempts to minimize credit risk by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. The allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. Collateral or other security is generally not required for accounts receivable. As of December 28, 2014, there were no customers that accounted for more than 10% of accounts receivable. | |||||||||
Royalties | |||||||||
The Company pays royalties to certain individuals and companies that have developed and retain the legal rights to the technology or have assisted the Company in the development of technology or new products. These royalties are based on sales and are reflected as selling, general and administrative expenses in the consolidated statements of operations. | |||||||||
Inventories | |||||||||
Inventories, net of reserves for obsolete and slow-moving goods, are stated at the lower of cost or market value. Cost is determined on a first-in, first-out (FIFO) basis. Costs included in the value of inventory that Tornier manufactures include the material costs, direct labor costs and manufacturing and distribution overhead costs. Inventories consist of raw materials, work-in-process and finished goods. Finished goods inventories are held primarily in the United States, as well as several countries in Europe, Canada, Japan and Australia and consist primarily of joint implants and related orthopaedic products. Inventory balances, net of reserves, consist of the following (in thousands): | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 7,769 | $ | 6,840 | |||||
Work in process | 9,197 | 9,171 | |||||||
Finished goods | 71,696 | 71,000 | |||||||
Total | $ | 88,662 | $ | 87,011 | |||||
The Company regularly reviews inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, incurs charges to write down inventories to their net realizable value. The Company’s review of inventory for excess and obsolete quantities is based primarily on the estimated forecast of future product demand, production requirements, and introduction of new products. The Company recognized $11.4 million, $8.4 million and $8.2 million of expense for excess and obsolete inventory in cost of goods sold during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. Additionally, the Company had $43.1 million and $47.8 million in inventory held on consignment with third-party distributors and healthcare facilities, among others, at December 28, 2014 and December 29, 2013, respectively. | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of five to thirty-nine years for buildings and improvements, five to 10 years for furniture and fixtures and two to eight years for machinery and equipment. The cost of maintenance and repairs is expensed as incurred. The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than the asset’s carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. | |||||||||
No impairment charges were recorded for the year ended December 28, 2014. For the year ended December 29, 2013, the Company recorded $0.1 million in impairments related to the fixed assets located in Medina, Ohio that will not be utilized as a result of its OrthoHelix restructuring plan. For the year ended December 30, 2012, the Company recorded several fixed asset impairments related to the Company’s facilities in St. Ismier, France, Dunmanway, Ireland, and Stafford, Texas in the aggregate amount of $0.9 million as a result of the Company’s facilities consolidation initiative. | |||||||||
Software Development Costs | |||||||||
The Company capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software costs generally include external direct costs of materials and services utilized in developing or obtaining computer software and compensation and related benefits for employees who are directly associated with the software project. Capitalized software costs are included in property, plant and equipment on the Company’s consolidated balance sheet and amortized on a straight-line basis when the software is ready for its intended use over the estimated useful lives of the software, which approximate three to ten years. | |||||||||
Instruments | |||||||||
Instruments are surgical tools used by orthopaedic and general surgeons during joint replacement and other surgical procedures to facilitate the implantation of the Company’s products. Instruments are recognized as long-lived assets. Instruments and instrument parts that have not been placed in service are carried at cost, and are included as instruments in progress within instruments, net on the consolidated balance sheets. Once placed in service, instruments are carried at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on average estimated useful lives. Estimated useful lives are determined principally in reference to associated product life cycles, and average five years. Instrument parts used to maintain the functionality of instruments but do not extend the life of the instruments are expensed as they are consumed and recorded as part of selling, general and administrative expense. The Company reviews instruments for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the assets are less than the assets’ carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. No impairment losses were recognized during the years ended December 28, 2014 and December 29, 2013. The Company recorded impairment charges of $1.0 million during the year ended December 30, 2012 related to instrument sets and components that were impaired as a result of the OrthoHelix acquisition. | |||||||||
Instruments included in long-term assets on the consolidated balance sheets are as follows (in thousands): | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Instruments | $ | 106,788 | $ | 99,754 | |||||
Instruments in progress | 23,456 | 23,990 | |||||||
Accumulated depreciation | (67,356 | ) | (60,689 | ) | |||||
Instruments, net | $ | 62,888 | $ | 63,055 | |||||
The Company provides instruments to surgeons for use in surgeries and retains title to the instruments. As instruments are used as tools to assist surgeons, depreciation of instruments is recognized as a selling, general and administrative expense. Instrument depreciation expense was $16.6 million, $13.9 million and $12.4 million during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||
Business Combinations | |||||||||
For all business combinations, the Company records all assets and liabilities of the acquired business, including goodwill and other identified intangible assets, generally at their fair values starting in the period when the acquisition is completed. Contingent consideration, if any, is recognized at its fair value on the acquisition date and changes in fair value are recognized in earnings until settlement. Acquisition-related transaction costs are expensed as incurred. | |||||||||
Goodwill | |||||||||
Goodwill is recognized as the excess of the purchase price over the fair value of net assets of businesses acquired. Goodwill is not amortized, but is subject to impairment tests. Based on the Company’s single business approach to decision-making, planning and resource allocation, management has determined that the Company has one operating segment with no reporting unit below that level for the purpose of evaluating goodwill for impairment. The Company performs its annual goodwill impairment test as of the first day of the fourth quarter of its fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. Impairment tests are done by qualitatively assessing the likeliness for impairment and then, if necessary, comparing the reporting unit’s fair value to its carrying amount to determine if there is potential impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit’s goodwill is less than the carrying value of the reporting unit’s goodwill. The fair value of the reporting unit and the implied fair value of goodwill are determined based on widely accepted valuation techniques. No goodwill impairment losses were recorded during the years ended December 28, 2014, December 29, 2013 and December 30, 2012 as the fair value of the reporting unit significantly exceeded its carrying value. | |||||||||
Intangible Assets | |||||||||
Intangible assets with an indefinite life, including certain trademarks and trade names, are not amortized, but are tested for impairment annually or whenever events or circumstances indicate that the carrying amount may not be recoverable. Any amount of impairment loss to be recorded would be determined based upon the excess of the asset’s carrying value over its fair value. No impairment losses on indefinite life intangibles were recorded during the years ended December 28, 2014, December 29, 2013 and December 30, 2012. The useful lives of these assets are also assessed annually to determine whether events and circumstances continue to support an indefinite life. | |||||||||
Intangible assets with a finite life, including developed technology, customer relationships, and patents and licenses, are amortized on a straight-line basis over their estimated useful lives, ranging from one to twenty years. Costs incurred to extend or renew license arrangements are capitalized as incurred and amortized over the shorter of the life of the extension or renewal, or the remaining useful life of the underlying product being licensed. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than the asset’s carrying amount and would be measured as the amount by which the carrying amount of an asset exceeds its fair value. No impairment losses were recorded for the year ended December 28, 2014. For the year ended December 29, 2013, the Company recognized an impairment charge of $0.1 million related to license intangibles that are no longer being used. For the year ended December 30, 2012, the Company recognized an impairment charge of $4.7 million related to developed technology and customer relationship intangibles whose fair values were negatively impacted by the acquisition of OrthoHelix Surgical Designs, Inc. (OrthoHelix). The fair value of the intangibles was determined using a discounted cash flow analysis. For the year ended December 29, 2013, the intangible asset impairment is included in amortization of intangible assets in the consolidated statements of operations. For the year ended December 30, 2012, intangible asset impairments are included in special charges on the consolidated statement of operations as they related directly to the acquisition and integration of OrthoHelix. | |||||||||
Derivative Financial Instruments | |||||||||
All of the Company’s derivative instruments are economic hedges and are recorded in the accompanying consolidated balance sheets as either an asset or liability and are measured at fair value. The changes in the derivative’s fair value are recognized in earnings as a component of foreign currency transaction gain (loss) in the period in which the change occurred. | |||||||||
Research and Development | |||||||||
All research and development costs are expensed as incurred. | |||||||||
Income Taxes | |||||||||
Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances for deferred tax assets are recognized if it is more likely than not that some component or all of the benefits of deferred tax assets will not be realized. | |||||||||
The Company accrues interest and penalties related to unrecognized tax benefits in the Company’s provision for income taxes. In the fiscal years ended December 28, 2014 and December 29, 2013, accrued interest and penalties were $0.1 million and $0.3 million, respectively. | |||||||||
Other Comprehensive Income (Loss) | |||||||||
Other comprehensive income (loss) refers to revenues, expenses, gains, and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings, as these amounts are recorded directly as an adjustment to shareholders’ equity. Other comprehensive income (loss) is comprised mainly of foreign currency translation adjustments and unrealized gains (losses) on retirement plans. These amounts are presented in the consolidated statements of comprehensive loss. The Company deems its foreign investments to be permanent in nature, and therefore, does not provide for taxes on foreign currency translation adjustments. | |||||||||
Share-Based Compensation | |||||||||
The Company accounts for share-based compensation in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation, which requiresshare-based compensation cost to be measured at the grant date based on the fair value of the award and recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. The determination of the fair value of share-based payment awards, such as options, is made on the date of grant using an option-pricing model and is affected by the Company’s share price, as well as assumptions regarding a number of complex and subjective variables, which include the expected life of the award, the expected share price volatility over the expected life of the award, expected dividend yield and risk-free interest rate. | |||||||||
New Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers as a new topic, Accounting Standards Codification (ASC) Topic 606. ASU 2014-09 provides new guidance related to how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 specifies new accounting for costs associated with obtaining or fulfilling contracts with customers and expands the required disclosures related to revenue and cash flows from contracts with customers. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted. The Company is currently determining its implementation approach and assessing the impact on its consolidated financial statements and related disclosures. | |||||||||
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (ASC Topic 205) and Property, Plant, and Equipment (ASC Topic 360)—Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 provides new guidance related to the definition of a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This new guidance is effective for annual periods beginning on or after December 15, 2014 and interim periods within those years. Beginning in 2015, the Company will adopt the new guidance, as applicable, to future disposals of components or classifications as held for sale. | |||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (ASC Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 requires entities to present unrecognized tax benefits as a decrease in a net operating loss, similar to tax loss or tax credit carryforward if certain criteria are met. The standard clarifies presentation requirements for unrecognized tax benefits but will not alter the way in which entities assess deferred tax assets for realizability. The guidance is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2013. The Company adopted this guidance beginning in the first quarter of 2014. The impact of adoption was not material. | |||||||||
In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (ASC Topic 830), Parent’s Accounting for the Cumulative Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. ASU 2013-05 requires entities to release cumulative translation adjustments to earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. ASU 2013-05 is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2013 and is to be applied prospectively. The Company adopted this guidance in the first quarter of 2014. The impact of adoption was not material. | |||||||||
The Company has evaluated recent accounting pronouncements through ASU 2014-18 and believes that none, other than those described above, will have a material effect on the Company’s consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value of Financial Instruments | 3 | Fair Value of Financial Instruments | |||||||||||||||
The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis based on the application of ASC Topic 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. This requires fair value measurements to be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. | |||||||||||||||||
Level 2—Assets and liabilities determined using prices for recently traded assets and liabilities with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. | |||||||||||||||||
Level 3—Assets and liabilities that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the asset or liability. The prices are determined using significant unobservable inputs or valuation techniques. | |||||||||||||||||
A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at December 28, 2014 and December 29, 2013 are as follows: | |||||||||||||||||
December 28, | Quoted Prices | Significant Other | Significant | ||||||||||||||
2014 | in Active Markets | Observable | Unobservable | ||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | |||||||||||||||
(Level 3) | |||||||||||||||||
Cash and cash equivalents | $ | 27,940 | $ | 27,940 | $ | — | $ | — | |||||||||
Contingent consideration | (1,989 | ) | — | — | (1,989 | ) | |||||||||||
Derivative liability | (502 | ) | — | (502 | ) | — | |||||||||||
Total, net | $ | 25,449 | $ | 27,940 | $ | (502 | ) | $ | (1,989 | ) | |||||||
December 29, | Quoted Prices | Significant Other | Significant | ||||||||||||||
2013 | in Active Markets | Observable | Unobservable | ||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | |||||||||||||||
(Level 3) | |||||||||||||||||
Cash and cash equivalents | $ | 56,784 | $ | 56,784 | $ | — | $ | — | |||||||||
Contingent consideration | (12,956 | ) | — | — | (12,956 | ) | |||||||||||
Derivative asset | 238 | — | 238 | — | |||||||||||||
Total, net | $ | 44,066 | $ | 56,784 | $ | 238 | $ | (12,956 | ) | ||||||||
As of December 28, 2014 and December 29, 2013, the Company had derivative liabilities with fair values of $0.5 million and derivative assets with fair values of $0.2 million, respectively, with recurring Level 2 fair value measurements. The derivatives are foreign exchange forward contracts and their fair values are based on pricing for similar recently executed transactions. The amount of foreign currency gain (loss) recognized for the year ended December 28, 2014 and December 29, 2013 related to these derivatives was approximately $(2.7) million and $0.4 million, respectively. | |||||||||||||||||
Included in Level 3 fair value measurements as of December 28, 2014 is a $0.5 million contingent consideration liability related to potential earnout payments for the acquisition of OrthoHelix that was completed in October 2012, a $1.4 million contingent consideration liability related to earn-out payments for distributor acquisitions in the United States that occurred throughout 2013 and a $0.1 million contingent consideration liability related to potential earnout payments related to the acquisition of a distributor in Australia. Contingent consideration liabilities are carried at fair value and included in contingent consideration—current on the consolidated balance sheet. The contingent consideration liabilities were determined based on discounted cash flow analyses that included revenue estimates and a discount rate, which are considered significant unobservable inputs as of December 28, 2014. The revenue estimates were based on current management expectations for these businesses and the discount rate used was between 8-11% and was based on the Company’s estimated weighted average cost of capital for each transaction. To the extent that these assumptions were to change, the fair value of the contingent consideration liabilities could change significantly. Included in interest expense on the consolidated statements of operations for the twelve months ended December 28, 2014 and December 29, 2013 is $0.3 million and $1.1 million, respectively, related to the accretion of the contingent consideration. There were no transfers between levels during the year ended December 28, 2014. | |||||||||||||||||
Included in Level 3 fair value measurements as of December 29, 2013 is a $10.4 million contingent consideration liability related to potential earnout payments for the acquisition of OrthoHelix that was completed in October 2012, a $1.9 million contingent consideration liability related to earn-out payments for distributor acquisitions in the United States that occurred throughout 2013, a $0.5 million contingent consideration liability related to potential earnout payments for the acquisition of the Company’s exclusive distributor in Belgium and Luxembourg that was completed in May 2012 and a $0.2 million contingent consideration liability related to potential earnout payments related to the acquisition of a distributor in Australia. The contingent consideration liabilities were determined based on discounted cash flow analyses that included revenue estimates and a discount rate, which are considered significant unobservable inputs as of December 29, 2013. The revenue estimates were based on current management expectations for these businesses and the discount rate used was between 8-11% and was based on the Company’s estimated weighted average cost of capital for each transaction. There were no transfers between levels during the year ended December 29, 2013. | |||||||||||||||||
A rollforward of the level 3 contingent liability for the year ended December 28, 2014 is as follows (in thousands): | |||||||||||||||||
Contingent consideration liability at December 29, 2013 | $ | 12,956 | |||||||||||||||
Additions | 1,670 | ||||||||||||||||
Fair value adjustments | (5,978 | ) | |||||||||||||||
Settlements | (6,944 | ) | |||||||||||||||
Interest accretion | 292 | ||||||||||||||||
Foreign currency translation | (7 | ) | |||||||||||||||
Contingent consideration at December 28, 2014 | $ | 1,989 | |||||||||||||||
The Company also has assets and liabilities that are measured at fair value on a non-recurring basis. The Company reviews the carrying amount of its long-lived assets other than goodwill for potential impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. During the year ended December 30, 2012, the Company recognized an intangible impairment of $4.7 million. The impairment was determined using a discounted cash flow analysis. Key inputs into the analysis included estimated future revenues and expenses and a discount rate. The discount rate of 8% was based on the Company’s weighted average cost of capital. These inputs are considered to be significant unobservable inputs and are considered Level 3 fair value measurements. No intangible impairments were recorded for the years ended December 28, 2014 and December 29, 2013. | |||||||||||||||||
During the year ended December 30, 2012, the Company initiated and completed a facilities consolidation initiative that included the closure and consolidation of certain facilities in France, Ireland and the United States. The Company recorded lease termination costs related to the facilities consolidation initiative. The termination costs were determined using a discounted cash flow analysis that included a discount rate assumption, which is based on the credit adjusted risk free interest rate input, and an assumption related to the timing and amount of sublease income. The timing of the sublease income is a significant unobservable input and thus is considered a Level 3 fair value measurement. As of December 28, 2014 and December 29, 2013, the value of this liability was approximately $0.2 million and $0.4 million, respectively. | |||||||||||||||||
As of December 28, 2014 and December 29, 2013, the Company had short-term and long-term debt of $75.5 million and $69.1 million, respectively, the vast majority of which was variable rate debt. The fair value of the Company’s debt obligations approximates carrying value as a result of its variable rate term and would be considered a Level 2 measurement. |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combinations | 4 | Business Combinations | |||||||
On October 4, 2012, the Company completed the acquisition of 100% of the outstanding common stock of OrthoHelix Surgical Designs, Inc. (OrthoHelix) which further expanded the Company’s lower extremity joints and trauma product portfolio. Under the terms of the agreement, the Company acquired the assets and assumed certain liabilities of OrthoHelix for an aggregate purchase price of $152.6 million, including $100.4 million in cash, the equivalent of $38.0 million in Tornier ordinary shares based on the closing share price on the date of acquisition, and $14.2 million related to the fair value of additional contingent consideration of up to $20.0 million. The contingent consideration is payable in future periods based on growth of the lower extremity joints and trauma revenue category. | |||||||||
The OrthoHelix acquisition was accounted for as an acquisition of a business; and, accordingly, the financial results have been included in the Company’s consolidated results of operations from the date of acquisition. The allocation of the total purchase price to the net tangible and identifiable intangible assets was based on their estimated fair values as of the acquisition date. The excess of the purchase price over the identifiable intangible and net tangible assets in the amount of $105.9 million was allocated to goodwill, which is not deductible for tax purposes. Qualitatively, the three largest components of goodwill include: (1) expansion into international markets; (2) the relationships between the Company’s sales representatives and physicians; and (3) the development of new product lines and technology. | |||||||||
The following represents the allocation of the purchase price: | |||||||||
Purchase Price | |||||||||
Allocation | |||||||||
(In Thousands) | |||||||||
Goodwill | $ | 105,904 | |||||||
Other intangible assets | 40,600 | ||||||||
Tangible assets acquired and liabilities assumed: | |||||||||
Accounts receivable | 4,330 | ||||||||
Inventory | 12,033 | ||||||||
Other assets | 776 | ||||||||
Instruments, net | 4,475 | ||||||||
Accounts payable and accrued liabilities | (3,606 | ) | |||||||
Deferred income taxes | (11,900 | ) | |||||||
Other long-term debt | (16 | ) | |||||||
Total purchase price | $ | 152,596 | |||||||
Acquired identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table represents components of these identifiable intangible assets and their estimated useful lives at the acquisition date: | |||||||||
Fair Value | Estimated Useful | ||||||||
(In Thousands) | Life | ||||||||
(In Years) | |||||||||
Developed technology | $ | 35,500 | 10 | ||||||
In-process research and development | 3,500 | N/A | |||||||
Trademarks and trade names | 1,500 | 3 | |||||||
Non-compete agreements | 100 | 3 | |||||||
Total identifiable intangible assets | $ | 40,600 | |||||||
Of the $3.5 million in in-process research and development, all four projects have been completed and are included in developed technology as of December 28, 2014. | |||||||||
The estimated fair value of the intangible assets acquired was determined by the Company with the assistance of a third-party valuation expert. The Company used an income approach to measure the fair value of the developed technology and in-process research and development based on the multi-period excess earnings method, whereby the fair value is estimated based upon the present value of cash flows that the applicable asset is expected to generate. The Company used an income approach to measure the fair value of the trademarks based upon the relief from royalty method, whereby the fair value is estimated based upon discounting the royalty savings as well as any tax benefits related to ownership to a present value. The Company used an income approach to measure the fair value of non-compete agreements, based on the incremental income method, whereby value is estimated by discounting the cash flow differential as well as any tax benefits related to ownership to a present value. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements under the fair value hierarchy. The significant unobservable inputs include the discount rate of 8% which was based on the Company’s estimate of its weighted cost of capital. | |||||||||
Pro forma results of operations (unaudited and in thousands except per share data) of the Company for the year ended December 30, 2012, as if the acquisition had occurred on January 2, 2012, are as follows: | |||||||||
Year Ended | |||||||||
December 30, | |||||||||
2012 | |||||||||
Revenue | $ | 298,051 | |||||||
Net loss | (31,390 | ) | |||||||
Basic and diluted net loss per share | $ | (0.75 | ) | ||||||
The pro forma results of operations are not necessarily indicative of future operating results. Included in the consolidated statement of operations for the year ended December 30, 2012 are approximately $8.0 million of revenue and $1.8 million of net loss related to the operations of OrthoHelix subsequent to the transaction closing. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | 5 | Property, Plant and Equipment | |||||||
Property, plant and equipment balances are as follows (in thousands): | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 1,481 | $ | 1,886 | |||||
Building and improvements | 12,828 | 14,255 | |||||||
Machinery and equipment | 30,892 | 31,192 | |||||||
Furniture, fixtures and office equipment | 27,649 | 29,371 | |||||||
Software | 4,672 | 5,511 | |||||||
Construction in progress | 10,663 | 5,628 | |||||||
88,185 | 87,843 | ||||||||
Accumulated depreciation | (43,523 | ) | (44,349 | ) | |||||
Property, plant and equipment, net | $ | 44,662 | $ | 43,494 | |||||
Depreciation expense recorded on property, plant and equipment was $6.9 million $6.8 million and $6.1 million during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||
The Company did not record fixed asset impairments for the year ended December 28, 2014. For the year ended December 29, 2013, the Company recognized $0.1 million of fixed asset impairments related to the OrthoHelix integration. As a result of the facilities consolidation initiative in 2012, the Company recorded several fixed asset impairments during 2012 related to the Company’s facilities in St. Ismier, France, Dunmanway, Ireland, and Stafford, Texas in the aggregate amount of $0.9 million for year ended December 30, 2012. These impairments were recorded in special charges, a component of operating expenses, in the consolidated statements of operations. See Note 17 for further description of the facilities consolidation initiative. | |||||||||
Included in construction in progress for the years ended December 28, 2014 and December 29, 2013 is $10.7 million and $5.6 million, respectively, of software development costs, primarily related to the Company’s development of an enterprise resource planning system. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill and Other Intangible Assets | 6 | Goodwill and Other Intangible Assets | |||||||||||
The following table summarizes the changes in the carrying amount of goodwill for the years ended December 28, 2014 and December 29, 2013 (in thousands): | |||||||||||||
Balance at December 30, 2012 | $ | 239,804 | |||||||||||
Goodwill acquired in acquisitions | 8,239 | ||||||||||||
Foreign currency translation | 3,497 | ||||||||||||
Balance at December 29, 2013 | $ | 251,540 | |||||||||||
Goodwill acquired in acquisitions | 2,467 | ||||||||||||
Foreign currency translation | (9,225 | ) | |||||||||||
Balance at December 28, 2014 | $ | 244,782 | |||||||||||
The goodwill balance at December 28, 2014 contains $16.7 million of goodwill that qualifies for future tax deductions. | |||||||||||||
The components of identifiable intangible assets are as follows (in thousands): | |||||||||||||
Gross Value | Accumulated | Net Value | |||||||||||
Amortization | |||||||||||||
Balances at December 28, 2014 | |||||||||||||
Intangible assets subject to amortization: | |||||||||||||
Developed technology | $ | 108,868 | $ | (51,107 | ) | $ | 57,761 | ||||||
Customer relationships | 56,008 | (31,656 | ) | 24,352 | |||||||||
Licenses | 6,827 | (5,145 | ) | 1,682 | |||||||||
Other | 6,958 | (4,410 | ) | 2,548 | |||||||||
Intangible assets not subject to amortization: | |||||||||||||
Tradename | 8,777 | — | 8,777 | ||||||||||
Total | $ | 187,438 | $ | (92,318 | ) | $ | 95,120 | ||||||
Gross Value | Accumulated | Net Value | |||||||||||
Amortization | |||||||||||||
Balances at December 29, 2013 | |||||||||||||
Intangible assets subject to amortization: | |||||||||||||
Developed technology | $ | 112,782 | $ | (44,161 | ) | $ | 68,621 | ||||||
Customer relationships | 61,783 | (30,155 | ) | 31,628 | |||||||||
Licenses | 6,810 | (4,004 | ) | 2,806 | |||||||||
In-process research and development | 400 | — | 400 | ||||||||||
Other | 6,624 | (2,431 | ) | 4,193 | |||||||||
Intangible assets not subject to amortization: | |||||||||||||
Tradename | 9,960 | — | 9,960 | ||||||||||
Total | $ | 198,359 | $ | (80,751 | ) | $ | 117,608 | ||||||
During the year ended December 28, 2014, the Company acquired intangible assets in the form of non-compete agreements and goodwill in the amounts of $0.2 million and $2.5 million, respectively, related to the acquisition of certain U.S. distributors and independent sales agencies. | |||||||||||||
During the year ended December 29, 2013, the Company acquired certain assets of its distributor in Canada for $3.3 million, which included $0.5 million in potential earn-out payments, which were subsequently paid. The purchase accounting for this transaction resulted in an increase in intangible assets of $0.5 million, in the form of customer relationships and non-compete agreements, and an increase in goodwill of $0.3 million. Additionally, during the year ended December 29, 2013, the Company acquired certain assets of a distributor in the United Kingdom for $1.0 million, which included $0.1 million in potential earn-out payments, which were subsequently paid. The purchase accounting for this transaction resulted in an increase in intangible assets of $0.1 million in the form of customer relationships. In addition, during the year ended December 29, 2013, the Company acquired certain assets of a distributor in Australia for $2.6 million, which included $0.2 million in potential earn-out payments. The purchase accounting for this transaction resulted in an increase in intangible assets of $0.1 million in the form of non-compete agreements and an increase in goodwill of $1.4 million. Also during the year ended December 29, 2013, the Company acquired certain U.S. distributors and independent sales agencies. The purchase accounting for these U.S. distributor transactions resulted in $2.2 million of intangible assets, primarily non-compete agreements and an increase in goodwill of $6.7 million. | |||||||||||||
No impairment charges were recognized for the year ended December 28, 2014. For the year ended December 29, 2013, the Company recognized an impairment charge of $0.1 million related to license intangibles that are no longer being used. For the year ended December 30, 2012, the Company recognized an impairment charge of $4.7 million related to intangibles where the carrying value was greater than the fair value of the intangibles due to a reduction in forecasted revenue from the products that related to the intangible as a result of acquiring similar products as part of the OrthoHelix acquisition. | |||||||||||||
All finite-lived intangible assets have been assigned an estimated useful life and are amortized on a straight-line basis over the number of years that approximates the assets’ respective useful lives (ranging from one to twenty years). Included in other intangibles are non-compete agreements and patents. The weighted-average amortization periods, by major intangible asset class, are as follows: | |||||||||||||
Weighted-Average | |||||||||||||
Amortization Period | |||||||||||||
(In Years) | |||||||||||||
Developed technology | 12 | ||||||||||||
Customer relationships | 13 | ||||||||||||
Licenses | 5 | ||||||||||||
Other | 3 | ||||||||||||
Total | 12 | ||||||||||||
Total amortization expense for finite-lived intangible assets was $17.1 million, $15.9 million and $11.6 million during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. Amortization expense is recorded as amortization of intangible assets in the consolidated statements of operations. Estimated annual amortization expense for fiscal years ending 2015 through 2019 is as follows (in thousands): | |||||||||||||
Amortization Expense | |||||||||||||
2015 | $ | 16,631 | |||||||||||
2016 | 14,301 | ||||||||||||
2017 | 13,304 | ||||||||||||
2018 | 12,480 | ||||||||||||
2019 | 11,149 |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Liabilities | 7 | Accrued Liabilities | |||||||
Accrued liabilities consist of the following (in thousands): | |||||||||
December 28, 2014 | December 29, 2013 | ||||||||
Accrued payroll and related expenses | $ | 25,330 | $ | 21,499 | |||||
Accrued royalties | 9,292 | 9,169 | |||||||
Accrued sales and use tax | 7,323 | 4,727 | |||||||
Accrued agent commissions | 4,219 | 4,554 | |||||||
Other accrued liabilities | 12,945 | 10,765 | |||||||
$ | 59,109 | $ | 50,714 | ||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Debt | 8 | Long-Term Debt | |||||||
A summary of long-term debt is as follows (in thousands): | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Lines of credit and overdraft arrangements | $ | 6,000 | $ | — | |||||
Mortgages | 3,553 | 4,993 | |||||||
Bank term debt | 63,743 | 61,769 | |||||||
Shareholder debt | 2,203 | 2,319 | |||||||
Total debt | 75,499 | 69,081 | |||||||
Less current portion | (7,394 | ) | (1,438 | ) | |||||
Long-term debt | $ | 68,105 | $ | 67,643 | |||||
Aggregate maturities of debt for the next five years are as follows (in thousands): | |||||||||
2015 | $ | 7,394 | |||||||
2016 | 1,575 | ||||||||
2017 | 62,424 | ||||||||
2018 | 850 | ||||||||
2019 | 382 | ||||||||
Thereafter | 2,874 | ||||||||
Lines of Credit | |||||||||
On October 4, 2012, the Company, and one of its U.S. operating subsidiaries, Tornier, Inc. (Tornier USA), entered into a credit agreement with Bank of America, N.A., as Administrative Agent, SG Americas Securities, LLC, as Syndication Agent, BMO Capital Markets and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other lenders party thereto. The credit facility included a senior secured revolving credit facility to Tornier USA denominated at the election of Tornier USA, in U.S. dollars, Euros, pounds, sterling and yen in an aggregate principal amount of up to the U.S. dollar equivalent of $30.0 million. Funds available under the revolving credit facility may be used for general corporate purposes. Loans under the revolving credit facility bear interest at (a) the alternate base rate (if denominated in U.S. dollars), equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 1/2 of 1%, and (iii) the adjusted LIBO rate plus 1%, plus in the case of each of (i)-(iii) above, an applicable rate of 2.00% or 2.25% (depending on the Company’s total net leverage ratio as defined in its credit agreement), or (b) in the case of a eurocurrency loan (as defined in the credit agreement), at the applicable adjusted LIBO rate for the relevant interest period plus an applicable rate of 3.00% or 3.25% (depending on the Company’s total net leverage ratio), plus the mandatory cost (as defined in the credit agreement) if such loan is made in a currency other than U.S. dollars or from a lending office in the United Kingdom or a participating member state (as defined in the credit agreement). Additionally, the Company is subject to a 0.5% interest rate related to the unfunded balance on the line of credit. As of December 28, 2014, the outstanding balance related to this line of credit was $6.0 million. There was no outstanding balance as of December 29, 2013. The term of the line of credit ends in October 2017. | |||||||||
The Company’s European subsidiaries had established unsecured bank overdraft arrangements prior to 2012. This debt was paid off in 2012 and the Company recorded a loss on extinguishment of debt of $0.6 million related to prepayment fees and penalties. | |||||||||
Mortgages | |||||||||
The Company has mortgages secured by an office building in Montbonnot, France. These mortgages had an outstanding balance of $3.6 million and $5.0 million at December 28, 2014 and December 29, 2013, respectively, and bear fixed annual interest rates of 2.55%-4.9%. | |||||||||
Bank Term Debt | |||||||||
In addition to the senior secured revolving credit facility discussed above, the credit agreement entered into on October 4, 2012 also provided for an aggregate credit commitment to Tornier USA of $115.0 million, consisting of: (1) a senior secured term loan facility to Tornier USA denominated in dollars in an aggregate principal amount of up to $75.0 million; and (2) a senior secured term loan facility to Tornier USA denominated in Euros in an aggregate principal amount of up to the U.S. dollar equivalent of $40.0 million. The borrowings under the term loan facilities were used to pay the cash consideration for the OrthoHelix acquisition, and fees, costs and expenses incurred in connection with the acquisition and the credit agreement and to repay prior existing indebtedness of the Company and its subsidiaries. The term loans mature in October 2017. In the second quarter of 2013, the $40.0 million senior secured term loan facility denominated in Euros was repaid in full. As part of the repayment, the Company recorded a $1.1 million loss on extinguishment of debt related to the write-off of the corresponding deferred financing costs. Additionally, in June 2013, the Company repaid $10.5 million of the senior secured U.S. dollar denominated loan. Amounts recorded in interest expense related to the amortization of the debt discount were approximately $0.8 million for the year ended December 28, 2014. | |||||||||
Borrowings under these facilities within the credit agreement as of December 28, 2014 and December 29, 2013 were as follows: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Senior secured U.S. dollar term loan | $ | 64,031 | $ | 64,031 | |||||
Senior secured Euro term loan | — | — | |||||||
Debt discount | (2,315 | ) | (3,157 | ) | |||||
Total | $ | 61,716 | $ | 60,874 | |||||
The USD term facility bears interest at (a) the alternate base rate (if denominated in U.S. dollars), equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 1/2 of 1%, and (iii) the adjusted LIBO rate, with a floor of 1% (as defined in the new credit agreement) plus 1%, plus in the case of each of (i)-(iii) above, an applicable rate of 2.00% or 2.25% (depending on the Company’s total net leverage ratio as defined in the Company’s credit agreement), or (b) in the case of a eurocurrency loan (as defined in the Company’s credit agreement), at the applicable adjusted LIBO rate for the relevant interest period plus an applicable rate of 3.00% or 3.25% (depending on the Company’s total net leverage ratio), plus the mandatory cost (as defined in the credit agreement) if such loan is made in a currency other than U.S. dollars or from a lending office in the United Kingdom or a participating member state (as defined in the credit agreement). | |||||||||
The credit agreement, including the term loan and the revolving line of credit, contains covenants, including financial covenants which require the Company to maintain minimum interest coverage, annual capital expenditure limits and maximum total net leverage ratios, and customary events of default. The obligations under the credit agreement are guaranteed by the Company, Tornier USA and certain other specified subsidiaries of the Company, and subject to certain exceptions, are secured by a first priority security interest in substantially all of the assets of the Company and certain specified existing and future subsidiaries of the Company. Additionally, the credit agreement includes a restriction on the Company’s ability to pay dividends. The Company was in compliance with all covenants as of December 28, 2014. | |||||||||
Also included in bank term debt is $0.4 million in a Euro loan and $1.6 million and $0.9 million related to capital leases at December 28, 2014 and December 29, 2013, respectively. See Note 14 for further details. | |||||||||
Shareholder Debt | |||||||||
In 2008, one of the Company’s 51%-owned and consolidated subsidiaries borrowed $2.2 million from a member of the Company’s board of directors who is also a 49% owner of the consolidated subsidiary. This loan was used to partially fund the purchase of real estate in Grenoble, France, to be used as a manufacturing facility. Interest on the debt is variable based onthree-month Euro Libor rate plus 0.5% and has no stated term. The outstanding balance on this debt was $2.2 million and $2.3 million as of December 28, 2014 and December 29, 2013, respectively. The non-controlling interest in this subsidiary is deemed immaterial to the consolidated financial statements. |
Retirement_and_Postretirement_
Retirement and Postretirement Benefit Plans | 12 Months Ended | |
Dec. 28, 2014 | ||
Compensation and Retirement Disclosure [Abstract] | ||
Retirement and Postretirement Benefit Plans | 9 | Retirement and Postretirement Benefit Plans |
The Company’s French subsidiary is required by French government regulations to offer a plan to its employees that provides certain lump-sum retirement benefits. This plan qualifies as a defined benefit retirement plan. The French regulations do not require funding of this liability in advance and as a result there are no plan assets associated with this defined benefit plan. The Company has an unfunded liability of $4.0 million and $2.8 million recorded at December 28, 2014 and December 29, 2013, respectively, for future obligations under the plan that is included in other noncurrent liabilities on the consolidated balance sheet. The government mandated discount rate decreased from 3.0% as of December 29, 2013 to 1.7% at December 28, 2014, which resulted in a $1.4 million unrealized loss recorded as a component of other comprehensive loss for the year ended December 28, 2014. For the year ended December 29, 2013, the discount rate increased from 2.8% to 3.0%, which resulted in a $0.1 million unrealized gain which was recorded as a component of other comprehensive loss. The related periodic benefit expense was immaterial in all periods presented. |
Derivative_Instruments
Derivative Instruments | 12 Months Ended | |
Dec. 28, 2014 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Instruments | 10 | Derivative Instruments |
The Company’s operations outside the United States are significant. As a result, the Company has foreign exchange exposure on transactions denominated in currencies that are different than the functional currency in certain legal entities. Starting in 2012, the Company began entering into forward contracts to manage its exposure to foreign currency transaction gains (losses). As it relates to one of the Company’s U.S. operating entities, Tornier Inc., the Company has entered into forward contracts to manage the foreign currency exposures to the Euro. As it relates to the Company’s French operating entity, Tornier SAS, the Company has entered into forward contracts to manage the foreign currency exposure to the Australian Dollar, British Pound, Canadian Dollar, Japanese Yen, and Swiss Franc. Forward contracts are recorded on the consolidated balance sheet at fair value. At December 28, 2014, the Company had foreign currency forward contracts outstanding with a fair value of $(0.5) million recorded within accrued liabilities on the consolidated balance sheet. These contracts are accounted for as economic hedges and accordingly, changes in fair value are recognized in foreign currency transaction gain (loss). The net gain (loss) on foreign exchange forward contracts is recognized in foreign currency transaction gain (loss). For the years ended December 28, 2014 and December 29, 2013, the Company recognized losses of $2.7 million and gains of $0.4 million, respectively related to these forward currency contracts. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 11 | Income Taxes | |||||||||||
The components of earnings (loss) before taxes for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, consist of the following (in thousands): | |||||||||||||
December 28, | December 29, | January 1, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
United States loss | $ | (32,694 | ) | $ | (33,204 | ) | $ | (19,858 | ) | ||||
Rest of the world earnings | 4,813 | (873 | ) | (12,821 | ) | ||||||||
Loss before taxes | $ | (27,881 | ) | $ | (34,077 | ) | $ | (32,679 | ) | ||||
The income tax benefit (provision) for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, consists of the following (in thousands): | |||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Current (provision) benefit: | |||||||||||||
United States | $ | 550 | $ | (94 | ) | $ | (150 | ) | |||||
Rest of the world | (4,604 | ) | (3,513 | ) | (2,523 | ) | |||||||
Deferred (provision) benefit | 2,464 | 1,258 | 13,608 | ||||||||||
Total income tax (provision) benefit | $ | (1,590 | ) | $ | (2,349 | ) | $ | 10,935 | |||||
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, is as follows: | |||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax provision at U.S. statutory rate | 34 | % | 34 | % | 34 | % | |||||||
Release of valuation allowance | 0.5 | 3.3 | 32.8 | ||||||||||
Change in valuation allowance | (57.2 | ) | (38.6 | ) | (33.4 | ) | |||||||
Tax benefit from disregarded entity | — | 1.8 | 1.7 | ||||||||||
State and local taxes | 3.4 | (4.7 | ) | 2.6 | |||||||||
Tax deductible IPO costs | 2.7 | 2 | 1.7 | ||||||||||
Other foreign taxes | (4.1 | ) | (3.5 | ) | (3.5 | ) | |||||||
Contingent consideration adjustment to market value | 6.5 | 4.1 | — | ||||||||||
Deferred Balance Adjustments | 1.2 | — | — | ||||||||||
Stock option cancellation | — | (8.1 | ) | — | |||||||||
Impact of foreign income tax rates | 4.6 | 2.1 | (2.5 | ) | |||||||||
Non-deductible expenses | (0.9 | ) | (1.1 | ) | (1.8 | ) | |||||||
Other | 3.6 | 1.8 | 1.9 | ||||||||||
Total | (5.7 | )% | (6.9 | )% | 33.5 | % | |||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has established valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. | |||||||||||||
The components of deferred taxes for the years ended December 28, 2014 and December 29, 2013, consist of the following (in thousands): | |||||||||||||
December 28, | December 29, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss and tax credit carryforwards | $ | 48,429 | $ | 41,456 | |||||||||
Inventory | 9,732 | 7,294 | |||||||||||
Exchange rate changes | (162 | ) | 102 | ||||||||||
Stock options | 8,238 | 7,082 | |||||||||||
Accruals and other provisions | 7,632 | 6,161 | |||||||||||
Total deferred tax assets | 73,869 | 62,095 | |||||||||||
Less: valuation allowance | (54,729 | ) | (40,441 | ) | |||||||||
Total deferred tax assets after valuation allowance | 19,140 | 21,654 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | (28,029 | ) | (33,553 | ) | |||||||||
Depreciation | (2,673 | ) | (3,342 | ) | |||||||||
Total deferred tax liabilities | (30,702 | ) | (36,895 | ) | |||||||||
Total net deferred tax liabilities | $ | (11,562 | ) | $ | (15,241 | ) | |||||||
The Company had $54.7 million, $40.4 million and $30.0 million of valuation allowance recorded at December 28, 2014, December 29, 2013 and December 30, 2012, respectively. If any amounts of valuation allowance reverse, the reversals would be recognized in the income tax provision in the period of reversal. The Company recognized income tax expense from valuation allowance increases of $14.3 million (an increase in the valuation allowance of $14.4 million netted against a $0.1 million reversal of valuation allowance from the OrthoHelix acquisition), $10.4 million (an increase in the valuation allowance of $11.5 million netted against a $1.1 million reversal of valuation allowance from the OrthoHelix acquisition) and $0.2 million (an increase in the valuation allowance of $10.9 million netted against a $10.7 million reversal of valuation allowance from the OrthoHelix acquisition) during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||||||
Net operating loss carryforwards totaling approximately $141.0 million at December 28, 2014, of which $93.8 million relates to the United States and $47.2 million relates to jurisdictions outside the United States, are available to reduce future taxable earnings of the Company’s consolidated U.S. subsidiaries and certain European subsidiaries, respectively. These net operating loss carryforwards include $4.1 million with no expiration date; the remaining carryforwards have expiration dates between 2015 and 2034. | |||||||||||||
The Company has recorded a long-term income tax liability of approximately $2.3 million and $3.1 million at December 28, 2014 and December 29, 2013, respectively, related to uncertain tax positions from unclosed tax years in certain of its subsidiaries. These amounts represent the Company’s best estimate of the potential additional tax liability related to these uncertain positions. To the extent that the results of any future tax audits differ from the Company’s estimate, the impact of these differences will be reported as adjustments to income tax expense. | |||||||||||||
The total amount of net unrecognized tax benefits that, if recognized, would affect the tax rate was $5.3 million at December 28, 2014. The Company files income tax returns in the U.S. federal jurisdiction and in various U.S. state and foreign jurisdictions. The Company is currently under examination by Ireland tax authorities. If any examinations were finalized the Company would not expect the results of these examinations to have a material impact on its consolidated financial statements in future years. | |||||||||||||
A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows (in thousands): | |||||||||||||
Gross unrecognized tax benefits at December 30, 2012 | $ | 7,909 | |||||||||||
Increase for tax positions in prior years | 58 | ||||||||||||
Decrease for tax positions in prior years | — | ||||||||||||
Lapse of statute of limitations | (2,094 | ) | |||||||||||
Increase for tax positions in current year | 307 | ||||||||||||
Foreign currency translation | 236 | ||||||||||||
Gross unrecognized tax benefits at December 29, 2013 | $ | 6,416 | |||||||||||
Increase for tax positions in prior years | 33 | ||||||||||||
Decrease for tax positions in prior years | — | ||||||||||||
Lapse of statute of limitations | (977 | ) | |||||||||||
Increase for tax positions in current year | 492 | ||||||||||||
Foreign currency translation | (625 | ) | |||||||||||
Gross unrecognized tax benefits at December 28, 2014 | $ | 5,339 | |||||||||||
Capital_Stock_and_Earnings_Per
Capital Stock and Earnings Per Share | 12 Months Ended | |
Dec. 28, 2014 | ||
Earnings Per Share [Abstract] | ||
Capital Stock and Earnings Per Share | 12 | Capital Stock and Earnings Per Share |
The Company had 49.0 million and 48.5 million ordinary shares issued and outstanding as of December 28, 2014 and December 29, 2013, respectively. | ||
The Company had outstanding options to purchase 2.6 million, 2.6 million and 3.8 million ordinary shares at December 28, 2014, December 29, 2013 and December 30, 2012, respectively. The Company also had 0.6 million, 0.6 million and 0.4 million restricted stock units outstanding at December 28, 2014, December 29, 2013 and December 30, 2012, respectively. Outstanding options to purchase ordinary shares and restricted stock units representing an aggregate of 3.1 million, 3.2 million and 4.2 million shares are not included in diluted earnings per share for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively, because the Company recorded a net loss in all periods and, therefore, including these instruments would be anti-dilutive. | ||
In 2013, the Company completed an underwritten public offering for the issuance of 5,175,000 ordinary shares that resulted in net proceeds to the Company of $78.7 million. |
Segment_and_Geographic_Data
Segment and Geographic Data | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segment and Geographic Data | 13 | Segment and Geographic Data | |||||||||||
The Company manages its business in one reportable segment, orthopaedic products, which includes the design, manufacture, marketing and sales of joint replacement products and other related products. The Company’s geographic regions consist of the United States, France and other international areas. Long-lived assets are those assets located in each region. Revenues attributed to each region are based on the location in which the products were sold. | |||||||||||||
Revenue by geographic region is as follows (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue by geographic region: | |||||||||||||
United States | $ | 199,286 | $ | 182,104 | $ | 156,750 | |||||||
France | 64,082 | 58,173 | 52,737 | ||||||||||
Other international | 81,585 | 70,682 | 68,033 | ||||||||||
Total | $ | 344,953 | $ | 310,959 | $ | 277,520 | |||||||
Revenue by product category is as follows (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue by product type: | |||||||||||||
Upper extremity joints and trauma | $ | 213,320 | $ | 184,457 | $ | 175,242 | |||||||
Lower extremity joints and trauma | 59,249 | 58,747 | 34,109 | ||||||||||
Sports medicine and biologics | 14,174 | 14,752 | 15,526 | ||||||||||
Total extremities | 286,743 | 257,956 | 224,877 | ||||||||||
Large joints and other | 58,210 | 53,003 | 52,643 | ||||||||||
Total | $ | 344,953 | $ | 310,959 | $ | 277,520 | |||||||
Long-lived tangible assets, including instruments and property, plant and equipment are as follows (in thousands): | |||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Long-lived tangible assets: | |||||||||||||
United States | $ | 42,312 | $ | 40,032 | $ | 31,342 | |||||||
France | 44,503 | 45,909 | 39,764 | ||||||||||
Other international | 20,735 | 20,608 | 17,439 | ||||||||||
Total | $ | 107,550 | $ | 106,549 | $ | 88,545 | |||||||
Leases
Leases | 12 Months Ended | ||||
Dec. 28, 2014 | |||||
Leases [Abstract] | |||||
Leases | 14 | Leases | |||
Future minimum rental commitments under non-cancelable operating leases in effect as of December 28, 2014 are as follows (in thousands): | |||||
2015 | $ | 5,761 | |||
2016 | 4,662 | ||||
2017 | 4,109 | ||||
2018 | 3,531 | ||||
2019 | 2,246 | ||||
Thereafter | 5,824 | ||||
Total | $ | 26,133 | |||
The Company’s operating leases have maturity dates between 2015 and 2024 and relate to assets such as property, automobiles and office equipment. Total rent expense for the years ended December 28, 2014, December 29, 2013 and December 30, 2012 was $6.1 million, $5.8 million and $4.8 million, respectively. | |||||
Future lease payments under capital leases are as follows (in thousands): | |||||
2015 | $ | 491 | |||
2016 | 367 | ||||
2017 | 331 | ||||
2018 | 277 | ||||
2019 | 144 | ||||
Total minimum lease payments | 1,610 | ||||
Less amount representing interest | (13 | ) | |||
Present value of minimum lease payments | 1,597 | ||||
Current portion | (428 | ) | |||
Long-term portion | $ | 1,169 | |||
Fixed assets that are recorded as capital lease assets primarily consist of machinery and equipment, and had a carrying value of $1.9 million ($2.4 million gross value, less $0.5 million accumulated depreciation), $1.7 million ($2.5 million gross value, less $0.8 million accumulated depreciation) at December 28, 2014 and December 29, 2013, respectively. Amortization of capital lease assets is included in depreciation expense in the consolidated financial statements. |
Certain_Relationships_and_Rela
Certain Relationships and Related-Party Transactions | 12 Months Ended | |
Dec. 28, 2014 | ||
Related Party Transactions [Abstract] | ||
Certain Relationships and Related-Party Transactions | 15 | Certain Relationships and Related-Party Transactions |
The Company leases all of its approximately 55,000 square feet of manufacturing facilities and approximately 52,000 square feet of office space located in Montbonnot, France, from Alain Tornier (Mr. Tornier), who is a current shareholder and member of the Company’s board of directors. Annual lease payments to Mr. Tornier amounted to $1.2 million, $1.1 million and $1.6 million during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | ||
On July 29, 2008, the Company formed a real estate holding company (SCI Calyx) together with Mr. Tornier. SCI Calyx is owned 51% by the Company and 49% by Mr. Tornier. SCI Calyx was initially capitalized by a contribution of capital of €10,000 funded 51% by the Company and 49% by Mr. Tornier. SCI Calyx then acquired a combined manufacturing and office facility in Montbonnot, France, for approximately $6.1 million. The manufacturing and office facility acquired was to be used to support the manufacture of certain of the Company’s current products and house certain operations already located in Montbonnot, France. This real estate purchase was funded through mortgage borrowings of $4.1 million and $2.0 million cash borrowed from the two current shareholders of SCI Calyx. The $2.0 million cash borrowed from the SCI Calyx shareholders originally consisted of a $1.0 million note due to Mr. Tornier and a $1.0 million note due to Tornier SAS, which is the Company’s wholly owned French operating subsidiary. Both of the notes issued by SCI Calyx bear annual interest at the three-month Euro Libor rate plus 0.5% and have no stated term. During 2010, SCI Calyx borrowed approximately $1.4 million from Mr. Tornier in order to fund on-going leasehold improvements necessary to prepare the Montbonnot facility for its intended use. This cash was borrowed under the same terms as the original notes. On September 3, 2008, Tornier SAS, the Company’s French operating subsidiary, entered into a lease agreement with SCI Calyx relating to these facilities. The agreement, which terminates in 2018, provides for an annual rent payment of €440,000, which has subsequently been increased and is currently €959,712 annually. As of December 28, 2014, future minimum payments under this lease were €4.6 million in the aggregate. As of December 28, 2014, SCI Calyx had related-party debt outstanding to Mr. Tornier of $2.2 million. The SCI Calyx entity is consolidated by the Company, and the related real estate and liabilities are included in the consolidated balance sheets. | ||
Since 2006, Tornier SAS has entered into various lease agreements with entities affiliated with Mr. Tornier or members of his family. On December 29, 2007, Tornier SAS entered into a lease agreement with Mr. Tornier and his spouse, relating to the Company’s museum in Saint Villa, France. The agreement provides for a term through May 30, 2015 and an initial annual rent payment of €28,500, which was subsequently decreased to €14,602. On December 29, 2007, Tornier SAS entered into a lease agreement with Animus SCI, relating to the Company’s facilities in Montbonnot Saint Martin, France. On August 18, 2012, the parties amended the lease agreement to extend the term until May 31, 2022 and reduce the annual rent. The amended agreement provides for an initial annual rent payment of €279,506, which was subsequently increased to €293,034. Animus SCI is wholly owned by Mr. Tornier. On February 6, 2008, Tornier SAS entered into a lease agreement with Balux SCI, effective as of May 22, 2006, relating to the Company’s facilities in Montbonnot Saint Martin, France. On August 18, 2012, the parties amended the lease agreement to extend the term until May 31, 2022 and reduce the annual rent. The amended agreement provides for an initial annual rent payment of €252,254, which was subsequently increased to €560,756. Balux SCI is wholly owned by Mr. Tornier and his sister, Colette Tornier. As of December 28, 2014, future minimum payments under all of these agreements were €8.1 million in the aggregate. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Share-Based Compensation | 16 | Share-Based Compensation | |||||||||||||||
Share-based awards are granted under the Tornier N.V. 2010 Incentive Plan, as amended and restated (2010 Plan). This plan allows for the issuance of up to 7.7 million new ordinary shares in connection with the grant of a combination of potential share-based awards, including stock options, restricted stock units, stock appreciation rights and other types of awards as deemed appropriate. To date, only options to purchase ordinary shares (options) and restricted stock units (RSUs) have been awarded. Both types of awards generally have graded vesting periods of four years and the options expire ten years after the grant date. Options are granted with exercise prices equal to the fair value of the Company’s ordinary shares on the date of grant. | |||||||||||||||||
The Company recognizes share-based compensation expense for these awards on a straight-line basis over the vesting period. Share-based compensation expense is included in cost of goods sold, selling, general and administrative, and research and development expenses on the consolidated statements of operations. | |||||||||||||||||
Below is a summary of the allocation of share-based compensation (in thousands): | |||||||||||||||||
Year ended | |||||||||||||||||
December 28, | December 29, | December 30, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Cost of goods sold | $ | 691 | $ | 658 | $ | 864 | |||||||||||
Selling, general and administrative | 8,231 | 6,955 | 5,477 | ||||||||||||||
Research and development | 779 | 687 | 489 | ||||||||||||||
Total | $ | 9,701 | $ | 8,300 | $ | 6,830 | |||||||||||
The Company recognizes the fair value of share-based awards granted in exchange for employee services as a cost of those services. Total compensation cost included in the consolidated statements of operations for employee share-based payment arrangements was $9.4 million, $8.0 million and $6.5 million during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. The increase in share-based compensation in 2013 was due to a change in the estimated forfeiture rate applied to unvested awards that resulted in $1.6 million of additional expense. The increase in 2014 related to the accelerated vesting of certain performance based restricted grants. The amount of expense related to non-employee options was $0.2 million, $0.3 million and $0.3 million for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. Additionally, $0.4 million and $0.4 million of these share-based compensation costs were included in inventory as a capitalized cost as of December 28, 2014 and December 29, 2013, respectively. | |||||||||||||||||
Stock Option Awards | |||||||||||||||||
The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of estimates, including the expected life of stock options, expected stock price volatility, the risk-free interest rate and the expected dividend yield. The Company calculates the expected life of stock options using the Securities and Exchange Commission’s allowed short-cut method due to the relatively recent initial public offering and a lack of historical data. The expected stock price volatility assumption was estimated based upon historical volatility of the common stock of a group of the Company’s peers that are publicly traded. The risk-free interest rate was determined using U.S. Treasury rates with terms consistent with the expected life of the stock options. Expected dividend yield is not considered, as the Company has never paid dividends and currently has no plans of doing so during the term of the options. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data when available to estimate pre-vesting option forfeitures, and records share-based compensation expense only for those awards that are expected to vest. Theweighted-average fair value of the Company’s options granted to employees was $9.83, $8.95, and $8.55 per share, in 2014, 2013 and 2012, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions: | |||||||||||||||||
Years ended | |||||||||||||||||
December 28, | December 29, | December 30, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Risk-free interest rate | 1.9 | % | 1.7 | % | 0.9 | % | |||||||||||
Expected life in years | 6.1 | 6.1 | 6.1 | ||||||||||||||
Expected volatility | 45.1 | % | 46.6 | % | 48.1 | % | |||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
As of December 28, 2014, the Company had $8.2 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted to employees under the 2010 Plan and the Company’s prior stock option plan. That cost is expected to be recognized over a weighted-average service period of 1.4 years. Shares reserved for future compensation grants were 1.6 million and 2.5 million at December 28, 2014 and December 29, 2013, respectively. Per share exercise prices for options outstanding at December 28, 2014 and December 29, 2013, ranged from $13.39 to $27.31. | |||||||||||||||||
A summary of the Company’s employee stock option activity is as follows: | |||||||||||||||||
Ordinary Shares | Weighted-Average | Weighted-Average | Aggregate Intrinsic | ||||||||||||||
(In Thousands) | Per Share Exercise | Remaining | Value (in Millions) | ||||||||||||||
Price | Contractual Life | ||||||||||||||||
(In Years) | |||||||||||||||||
Outstanding at January 1, 2012 | 3,896 | 18.32 | 6.9 | (3.8 | ) | ||||||||||||
Granted | 626 | 18.45 | |||||||||||||||
Exercised | (426 | ) | 16.56 | (0.9 | ) | ||||||||||||
Forfeited or expired | (314 | ) | 22.33 | ||||||||||||||
Outstanding at December 30, 2012 | 3,782 | 18.23 | 6.4 | (7.3 | ) | ||||||||||||
Granted | 643 | 19.32 | |||||||||||||||
Exercised | (1,454 | ) | 14.38 | (2.0 | ) | ||||||||||||
Forfeited or expired | (543 | ) | 22.51 | ||||||||||||||
Outstanding at December 29, 2013 | 2,428 | 19.89 | 7.5 | (3.9 | ) | ||||||||||||
Granted | 522 | 21.58 | |||||||||||||||
Exercised | (197 | ) | 16.16 | (1.2 | ) | ||||||||||||
Forfeited or expired | (216 | ) | 21.19 | ||||||||||||||
Outstanding at December 28, 2014 | 2,537 | 22.48 | 7.3 | 12.7 | |||||||||||||
Exercisable at period end | 1,408 | 20.57 | 6 | 7 | |||||||||||||
The Company did not grant options to purchase ordinary shares to non-employees in the years ended December 28, 2014, December 29, 2013 and December 30, 2012. As of December 28, 2014, 103,208 non-employee options were exercisable, while 40,453 non-employee options were exercised in 2014 and 1,750 were forfeited. These options have vesting periods of either two or four years and expire 10 years after the grant date. The measurement date for options granted to non-employees is often after the grant date, which often requires updates to the estimate of fair value until the services are performed. | |||||||||||||||||
Total stock option-related compensation expense recognized in the consolidated statements of operations, including employees and non-employees, was approximately $4.5 million, $5.3 million and $5.0 million for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||||||||||
Restricted Stock Units Awards | |||||||||||||||||
The Company began to grant RSUs in 2011 under the 2010 Plan. Vesting of these awards typically occurs over a four-year period and the grant date fair value of the awards is recognized as expense over the vesting period. | |||||||||||||||||
In addition, the Company granted 100,000 performance-accelerated restricted stock units (PARS). The PARS are subject to a graded service-based vesting schedule of 50% vesting after two years, 25% after the third year and 25% after the fourth year, all of which can be accelerated upon the achievement of certain share price targets of the Company’s ordinary shares. PARS are expensed on a straight-line basis over the shorter of the explicit service period related to the service condition or the implicit service period related to the performance condition, based on the probability of meeting the conditions. The grant date weighted-average fair value and related calculated vesting period of the PARS was $19.24 per share and 3.4 years, respectively. | |||||||||||||||||
Total compensation expense recognized in the consolidated statements of operations related to RSUs and PARS was $5.2 million, $3.0 million and $1.8 million for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. The fair value of RSUs vested was $4.7 million, $1.6 million and $1.1 million for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||||||||||
A summary of the Company’s activity related to RSUs is as follows: | |||||||||||||||||
Shares | Weighted-Average | ||||||||||||||||
(In Thousands) | Grant Date Fair | ||||||||||||||||
Value Per Share | |||||||||||||||||
Outstanding at January 1, 2012 | 207 | 25.1 | |||||||||||||||
Granted | 305 | 18.51 | |||||||||||||||
Vested | (55 | ) | 20.21 | ||||||||||||||
Cancelled | (35 | ) | 24.01 | ||||||||||||||
Outstanding at December 30, 2012 | 422 | 20.57 | |||||||||||||||
Granted | 323 | 19.25 | |||||||||||||||
Vested | (97 | ) | 16.4 | ||||||||||||||
Cancelled | (75 | ) | 22.03 | ||||||||||||||
Outstanding at December 29, 2013 | 573 | 19.54 | |||||||||||||||
Granted | 364 | 20.87 | |||||||||||||||
Vested | (240 | ) | 19.77 | ||||||||||||||
Cancelled | (60 | ) | 19.18 | ||||||||||||||
Outstanding at December 28, 2014 | 637 | 20.23 | |||||||||||||||
Special_Charges
Special Charges | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Text Block [Abstract] | |||||||||||||
Special Charges | 17 | Special Charges | |||||||||||
Special charges are recorded as a separate line item within operating expenses on the consolidated statement of operations and primarily include operating expenses directly related to business combinations and related integration activities, restructuring initiatives (including the facilities consolidation initiative), management exit costs and certain other items that are typically infrequent in nature and that affect the comparability and trend of operating results. The table below summarizes amounts included in special charges for the related periods: | |||||||||||||
Year ended | |||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Facilities consolidation charges | $ | — | $ | — | $ | 6,357 | |||||||
Acquisition, integration and distributor transition costs | 2,996 | 7,143 | 4,920 | ||||||||||
Proposed merger-related charges | 4,819 | — | — | ||||||||||
OrthoHelix restructuring charges | 1,727 | 521 | — | ||||||||||
Reduction in contingent consideration liability | (5,388 | ) | (5,140 | ) | — | ||||||||
Legal settlements | — | 1,214 | — | ||||||||||
Italy bad debt expense | — | — | 2,001 | ||||||||||
Management exit costs | — | — | 1,229 | ||||||||||
Intangible asset impairments | — | — | 4,737 | ||||||||||
Other | 325 | — | — | ||||||||||
Total | $ | 4,479 | $ | 3,738 | $ | 19,244 | |||||||
Included in special charges for the year ended December 28, 2014 were $3.0 million of expenses related to acquisition and integration activities of OrthoHelix and certain U.S. distributor transitions; $4.8 million of merger related expenses related to the proposed merger with Wright Medical Group Inc.; $1.7 million of OrthoHelix restructuring costs and $5.4 million in gains related to the reversal of a contingent consideration liability for OrthoHelix due to updated revenue estimates. | |||||||||||||
Included in special charges for the year ended December 29, 2013 were $7.1 million of expenses related to acquisition and integration activities of OrthoHelix, U.S. distributor transitions, and the Company’s acquisitions of certain assets of its distributors in Canada, the United Kingdom and Australia; $5.1 million of gain recognized on the reversal of a contingent consideration liability for OrthoHelix due to updated revenue estimates; $1.2 million of expenses related to a certain legal settlement; and $0.5 million of OrthoHelix restructuring costs. | |||||||||||||
Included in special charges for the year ended December 30, 2012 were $6.4 million of restructuring costs related to the Company’s facilities consolidation initiative. See below for further details on this initiative. Also included in special charges were intangible impairments of $4.7 million as the Company made certain strategic decisions related to previously acquired intangibles which was determined to be impaired as a result of the acquisition of OrthoHelix; acquisition and integration costs of $3.5 million which included costs related to the Company’s acquisition of OrthoHelix and the Company’s exclusive distributor in Belgium and Luxembourg; $2.0 million of bad debt expense related to certain uncollectible accounts and worsening economic conditions in Italy; distribution channel change costs of $1.4 million which included termination costs related to certain strategic business decisions made related to the Company’s U.S. and international distribution channels; and management exit costs of $1.2 million which included severance related to the Company’s former Chief Executive Officer and Global Chief Financial Officer. | |||||||||||||
OrthoHelix Restructuring Initiative | |||||||||||||
In December 2013, as part of the on-going integration of OrthoHelix, the Company announced the move and consolidation of various business operations from Medina, Ohio to Bloomington, Minnesota including customer service, quality, supply chain and finance functions. Charges incurred in connection with the initiative during the year ended December 28, 2014 were $0.7 million related to termination benefits including severance and retention and $1.0 million related to moving, professional fees, and other initiative related expenses, all of which were recorded in special charges in the consolidated statement of operations. The total charges related to the initiative were substantially recorded and paid in 2014. | |||||||||||||
Included in accrued liabilities on the consolidated balance sheet as of December 28, 2014 is an accrual related to the OrthoHelix restructuring initiative. Activity in the restructuring accrual is presented in the following table (in thousands): | |||||||||||||
OrthoHelix restructuring accrual balance as of December 30, 2012 | $ | — | |||||||||||
Charges: | |||||||||||||
Employee termination benefits | 381 | ||||||||||||
Moving, professional fees and other initiative-related expenses | — | ||||||||||||
Total charges | 381 | ||||||||||||
Payments: | |||||||||||||
Employee termination benefits | — | ||||||||||||
Moving, professional fees and other initiative-related expenses | — | ||||||||||||
Total payments | — | ||||||||||||
OrthoHelix restructuring initiative accrual balance as of December 29, 2013 | $ | 381 | |||||||||||
Charges: | |||||||||||||
Employee termination benefits | 688 | ||||||||||||
Moving, professional fees and other initiative-related expenses | 1,039 | ||||||||||||
Total charges | 1,727 | ||||||||||||
Payments: | |||||||||||||
Employee termination benefits | (945 | ) | |||||||||||
Moving, professional fees and other initiative-related expenses | (1,037 | ) | |||||||||||
Total payments | (1,982 | ) | |||||||||||
OrthoHelix restructuring initiative accrual balance as of December 28, 2014 | $ | 126 | |||||||||||
Facilities Consolidation Initiative | |||||||||||||
On April 13, 2012, the Company announced a facilities consolidation initiative, stating that it planned to consolidate several of its facilities to drive operational productivity. Under the initiative, the Company consolidated its Dunmanway, Ireland manufacturing facility into its Macroom, Ireland manufacturing facility in the second quarter of 2012 and, in the third quarter of 2012, the Company consolidated its St. Ismier, France manufacturing facility into its Montbonnot, France manufacturing facility. In addition, the Company leased a new facility in Bloomington, Minnesota to use as its U.S. business headquarters and consolidated its Minneapolis-based marketing, training, regulatory, supply chain, and corporate functions with its Stafford, Texas-based distribution operations. This initiative was completed in the fourth quarter of 2012 and all related liabilities were substantially paid by December 29, 2013. |
Litigation
Litigation | 12 Months Ended | |
Dec. 28, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation | 18 | Litigation |
From time to time, the Company is subject to various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of its business. These actions and proceedings may relate to, among other things, product liability, intellectual property, distributor, commercial and other matters. Such matters are subject to many uncertainties and to outcomes that are not predictable with assurance and that may not be known for extended periods of time. The Company records a liability in its consolidated financial statements for costs related to claims, including future legal costs, settlements and judgments, where the Company has assessed that a loss is probable and an amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that a material loss may have been incurred. | ||
On November 25, 2014, a class action complaint was filed in the Chancery Court of Shelby County Tennessee, for the Thirtieth Judicial District, at Memphis (the Tennessee Chancery Court), by a purported shareholder of Wright under the caption Anthony Marks as Trustee for Marks Clan Super v. Wright Medical Group, Inc., Gary D. Blackford, Martin J. Emerson, Lawrence W. Hamilton, Ronald K. Labrum, John L. Miclot, Robert J. Palmisano, Amy S. Paul, Robert J. Quillinan, David D. Stevens, Douglas G. Watson, Tornier N.V., Trooper Holdings Inc., and Trooper Merger Sub Inc., No. CH-14-1721-1, followed by an amended complaint filed on January 7, 2015 with the same caption. The complaint names as defendants Wright, Tornier, Trooper Holdings Inc., (“Holdco”), Trooper Merger Sub (“Merger Sub”) and the members of the Wright board of directors. The complaint asserts various causes of action, including, among other things, that the members of the Wright board of directors breached their fiduciary duties owed to the Wright shareholders in connection with entering into the merger agreement and approving the merger and causing Wright to issue a preliminary Form S-4 registration statement that purportedly fails to disclose allegedly material information about the merger. The complaint further alleges that Wright, Tornier, Holdco and Merger Sub aided and abetted the breaches of fiduciary duties by the Wright board of directors. The plaintiff is seeking, among other things, injunctive relief enjoining or rescinding the merger and an award of attorneys’ fees and costs. | ||
Also on November 25, 2014, a second class action complaint was filed in the Court of Chancery of the state of Delaware (the Delaware Court) by a purported shareholder of Wright under the caption Paul Parshall v. Wright Medical Group, Inc., Gary D. Blackford, Martin J. Emerson, Lawrence W. Hamilton, Ronald K. Labrum, John L. Miclot, Robert J. Palmisano, Amy S. Paul, Robert J. Quillinan, David D. Stevens, Douglas G. Watson, Tornier N.V., Trooper Holdings Inc., and Trooper Merger Sub Inc., No. 10400-CB, followed by an amended complaint filed on January 5, 2015 with the same caption. The complaint names as defendants Wright, Tornier, Holdco, Merger Sub and the members of the Wright board of directors. The complaint asserts various causes of action, including, among other things, that the members of the Wright board of directors breached their fiduciary duties owed to the Wright shareholders in connection with entering into the merger agreement and approving the merger and causing Wright to issue a preliminary Form S-4 registration statement that purportedly fails to disclose allegedly material information about the merger. The complaint further alleges that Wright, Tornier, Holdco and Merger Sub aided and abetted the breaches of fiduciary duties by the Wright board of directors. The plaintiff is seeking, among other things, injunctive relief enjoining or rescinding the merger and an award of attorneys’ fees and costs. | ||
On November 26, 2014, a third class action complaint was filed in the Circuit Court of Tennessee, for the Thirtieth Judicial District, at Memphis (the Tennessee Circuit Court), by a purported shareholder of Wright under the caption City of Warwick Retirement System v. Gary D. Blackford, Martin J. Emerson, Lawrence W. Hamilton, Ronald K. Labrum, John L. Miclot, Robert J. Palmisano, Amy S. Paul, Robert J. Quillinan, David D. Stevens, Douglas G. Watson, Wright Medical Group, Tornier N.V., Trooper Holdings Inc., and Trooper Merger Sub Inc., No. CT-005015-14, followed by an amended complaint filed on January 5, 2015 with the same caption. The complaint names as defendants Wright, Tornier, Holdco, Merger Sub and the members of the Wright board of directors. The complaint asserts various causes of action, including, among other things, that the members of the Wright board of directors breached their fiduciary duties owed to the Wright shareholders in connection with entering into the merger agreement and approving the merger and causing Wright to issue a preliminary Form S-4 registration statement that purportedly fails to disclose allegedly material information about the merger. The complaint further alleges that Tornier, Holdco and Merger Sub aided and abetted the alleged breaches of fiduciary duties by the Wright board of directors. The plaintiff is seeking, among other things, injunctive relief enjoining or rescinding the merger and an award of attorneys’ fees and costs. | ||
On December 2, 2014, a fourth class action complaint was filed in the Tennessee Chancery Court by a purported shareholder of Wright under the caption Paulette Jacques v. Wright Medical Group, Inc., Tornier N.V., Trooper Holdings Inc., Trooper Merger Sub Inc., David D. Stevens, Gary D. Blackford, Martin J. Emerson, Lawrence W. Hamilton, Ronald K. Labrum, John L. Miclot, Robert J. Palmisano, Amy S. Paul, Robert J. Quillinan, and Douglas G. Watson, No. CH-14-1736-1, followed by an amended complaint filed on January 27, 2015, which added Warburg Pincus LLC (Warburg) as a defendant. Besides Warburg, the complaint also names as defendants Wright, Tornier, Holdco, Merger Sub and the members of the Wright board of directors. The complaint asserts various causes of action, including, among other things, that the members of the Wright board of directors breached their fiduciary duties owed to the Wright shareholders in connection with entering into the merger agreement approving the merger and causing Wright to issue a preliminary Form S-4 registration statement that purportedly fails to disclose allegedly material information about the merger. The complaint further alleges that Wright, Tornier, Holdco, Merger Sub and Warburg aided and abetted the alleged breaches of fiduciary duties by the Wright board of directors. The plaintiff is seeking, among other things, injunctive relief enjoining or rescinding the merger and an award of attorneys’ fees and costs. | ||
None of these lawsuits has formally specified an amount of alleged damages. As a result, Tornier is unable to reasonably estimate the possible loss or range of losses, if any, arising from the lawsuits. If any injunctive relief sought in these lawsuits were to be granted, it could delay or prohibit the anticipated shareholder meetings to be held by Wright and Tornier in connection with the merger or the closing of the merger. Tornier believes that these lawsuits are without merit and intends to contest them vigorously. | ||
In the opinion of management, as of December 28, 2014, the amount of liability, if any, with respect to these matters, individually or in the aggregate, will not materially affect the Company’s consolidated results of operations, financial position or cash flows. |
Selected_Quarterly_Information
Selected Quarterly Information (unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Selected Quarterly Information (unaudited) | 19 | Selected Quarterly Information (unaudited): | |||||||||||||||
The following table presents a summary of the Company’s unaudited quarterly operating results for each of the four quarters in 2014 and 2013, respectively (in thousands). This information was derived from unaudited interim financial statements that, in the opinion of management, have been prepared on a basis consistent with the financial statements contained elsewhere in this report and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such information when read in conjunction with the Company’s audited financial statements and related notes. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||
Year ended December 28, 2014 | |||||||||||||||||
Fourth | Third | Second | First | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Revenue | $ | 92,403 | $ | 76,675 | $ | 86,850 | $ | 89,025 | |||||||||
Cost of goods sold | 21,763 | 18,010 | 21,227 | 22,464 | |||||||||||||
Gross profit | 70,640 | 58,665 | 65,623 | 66,561 | |||||||||||||
Operating expenses: | |||||||||||||||||
Selling, general and administrative | 58,679 | 57,127 | 62,504 | 58,848 | |||||||||||||
Research and development | 6,294 | 6,055 | 6,068 | 5,722 | |||||||||||||
Amortization of intangible assets | 4,207 | 4,274 | 4,320 | 4,334 | |||||||||||||
Special charges | 5,473 | (4,366 | ) | 686 | 2,686 | ||||||||||||
Total operating expenses | 74,653 | 63,090 | 73,578 | 71,590 | |||||||||||||
Operating loss | (4,013 | ) | (4,425 | ) | (7,955 | ) | (5,029 | ) | |||||||||
Consolidated net loss | (8,468 | ) | (5,321 | ) | (10,448 | ) | (5,237 | ) | |||||||||
Net loss per share: | |||||||||||||||||
basic and diluted | $ | (0.17 | ) | $ | (0.11 | ) | $ | (0.21 | ) | $ | (0.11 | ) | |||||
Year ended December 29, 2013 | |||||||||||||||||
Fourth | Third | Second | First | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Revenue | $ | 83,392 | $ | 66,747 | $ | 78,135 | $ | 82,685 | |||||||||
Cost of goods sold | 21,267 | 18,972 | 22,309 | 23,624 | |||||||||||||
Gross profit | 62,125 | 47,775 | 55,826 | 59,061 | |||||||||||||
Operating expenses: | |||||||||||||||||
Selling, general and administrative | 56,451 | 46,797 | 51,467 | 52,136 | |||||||||||||
Research and development | 5,997 | 4,665 | 5,543 | 6,182 | |||||||||||||
Amortization of intangible assets | 4,288 | 3,976 | 3,784 | 3,837 | |||||||||||||
Special charges | 2,729 | (3,918 | ) | 3,408 | 1,519 | ||||||||||||
Total operating expenses | 69,465 | 51,520 | 64,202 | 63,674 | |||||||||||||
Operating loss | (7,340 | ) | (3,745 | ) | (8,376 | ) | (4,613 | ) | |||||||||
Consolidated net loss | (10,699 | ) | (6,292 | ) | (12,537 | ) | (6,898 | ) | |||||||||
Net loss per share: | |||||||||||||||||
basic and diluted | $ | (0.22 | ) | $ | (0.13 | ) | $ | (0.28 | ) | $ | (0.17 | ) | |||||
For the year ended December 28, 2014, the first, second, third and fourth quarters included net charges of $2.7 million, $0.7 million, $(4.4) million and $5.5 million, respectively, related to costs associated with the proposed merger with Wright; acquisition, integration and distribution channel transition charges; the partial reversals of a contingent consideration liability incurred in the acquisition of OrthoHelix and certain other items, all of which were recorded in special charges within operating expenses. | |||||||||||||||||
For the year ended December 29, 2013, the first, second, third and fourth quarters included net charges of $1.5 million, $3.4 million, $(3.9) million and $2.7 million, respectively, related to acquisition, integration and distribution channel transition charges; certain legal settlements; the partial reversal of a contingent consideration liability incurred in the acquisition of OrthoHelix and certain other items, all of which were recorded in special charges within operating expenses. The first, second, third and fourth quarters also included acquired inventory fair value adjustments of $1.8 million, $1.9 million, $1.8 million and $0.5 million, respectively, which were included in cost of goods sold. |
Schedule_IIValuation_and_Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||
Schedule II-Valuation and Qualifying Accounts | Tornier N.V. | ||||||||||||||||||||
Schedule II-Valuation and Qualifying Accounts | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Additions | |||||||||||||||||||||
Balance at | Charged to | Deductions | Balance at | ||||||||||||||||||
beginning | costs & | end | |||||||||||||||||||
Description | of period | expenses | Describe(a) | Describe(b) | of period | ||||||||||||||||
Allowance for Doubtful Accounts: | |||||||||||||||||||||
Year ended December 28, 2014 | $ | (5,080 | ) | (1,630 | ) | 477 | 454 | $ | (5,779 | ) | |||||||||||
Year ended December 29, 2013 | $ | (4,846 | ) | (1,220 | ) | 1,208 | (222 | ) | $ | (5,080 | ) | ||||||||||
Year ended December 30, 2012 | $ | (2,486 | ) | $ | (2,355 | ) | $ | 87 | $ | (92 | ) | $ | (4,846 | ) | |||||||
(a) | Uncollectible amounts written off, net of recoveries. | ||||||||||||||||||||
(b) | Effect of changes in foreign exchange rates. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Reclassifications | Reclassifications | ||||||||||||||||
Certain contingent consideration payments within the consolidated statement of cash flows have been reclassified from investing activities to financing activities to conform with the presentation used in 2014. | |||||||||||||||||
Consolidation | Consolidation | ||||||||||||||||
The consolidated financial statements include the accounts of the Company and all of its wholly and majority owned subsidiaries. In consolidation, all material intercompany accounts and transactions are eliminated. | |||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||
The consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (U.S. GAAP) and include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. | |||||||||||||||||
Foreign Currency Translation | Foreign Currency Translation | ||||||||||||||||
The functional currencies for the Company and all of the Company’s wholly owned subsidiaries are their local currencies. The reporting currency of the Company is the U.S. dollar. Accordingly, the consolidated financial statements of the Company’s international subsidiaries are translated into U.S. dollars using current exchange rates for the consolidated balance sheets and average exchange rates for the consolidated statements of operations and cash flows. Unrealized translation gains and losses are included in accumulated other comprehensive income (loss) in shareholders’ equity. When a transaction is denominated in a currency other than the subsidiary’s functional currency, the Company recognizes a transaction gain or loss in net earnings. Foreign currency transaction (losses) gains included in net earnings were $(1.1) million, $(1.8) million and $(0.5) million during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||
The Company derives revenue from the sale of medical devices that are used by orthopaedic and general surgeons who treat diseases and disorders of extremity joints, including the shoulder, elbow, wrist, hand, ankle and foot, and large joints, including the hip and knee. Revenue is generated from sales to two types of customers: healthcare institutions and stocking distributors, with sales to healthcare institutions representing a majority of the Company’s revenue. Revenue from sales to healthcare institutions is generally recognized at the time of surgical implantation. Revenue from sales to stocking distributors is recorded at the time the product is shipped to the distributor. These stocking distributors, who sell the products to their customers, take title to the products and assume all risks of ownership at the time of shipment. Stocking distributors are obligated to pay within specified terms regardless of when, if ever, they sell the products. Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between a seller and a customer are not recorded as revenue. In certain circumstances, the Company may accept sales returns from distributors and in certain situations in which the right of return exists, the Company estimates a reserve for sales returns and recognizes the reserve as a reduction of revenue. The Company bases its estimate for sales returns on historical sales and product return information including historical experience and trend information. The Company’s reserve for sales returns has historically been immaterial. | |||||||||||||||||
Shipping and Handling | Shipping and Handling | ||||||||||||||||
Amounts billed to customers for shipping and handling of products are reflected in revenue and are not considered significant. Costs related to shipping and handling of products are expensed as incurred, are included in selling, general and administrative expense, and were $7.9 million, $5.7 million and $5.1 million for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||
Cash equivalents are highly liquid investments with an original maturity of three months or less. The carrying amount reported in the consolidated balance sheets for cash and cash equivalents is cost, which approximates fair value. | |||||||||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||||||||
Accounts receivable consist of customer trade receivables. The Company maintains an allowance for doubtful accounts for estimated losses in the collection of accounts receivable. The Company makes estimates regarding the future ability of its customers to make required payments based on historical credit experience, delinquency and expected future trends. The majority of the Company’s receivables are from healthcare institutions, many of which are government-funded. The Company’s allowance for doubtful accounts was $5.8 million and $5.1 million at December 28, 2014 and December 29, 2013, respectively. Accounts receivable are written off when it is determined that the accounts are uncollectible, typically upon customer bankruptcy or the customer’s non-response to continued collection efforts. | |||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. Management attempts to minimize credit risk by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. The allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. Collateral or other security is generally not required for accounts receivable. As of December 28, 2014, there were no customers that accounted for more than 10% of accounts receivable. | |||||||||||||||||
Royalties | Royalties | ||||||||||||||||
The Company pays royalties to certain individuals and companies that have developed and retain the legal rights to the technology or have assisted the Company in the development of technology or new products. These royalties are based on sales and are reflected as selling, general and administrative expenses in the consolidated statements of operations. | |||||||||||||||||
Inventories | Inventories | ||||||||||||||||
Inventories, net of reserves for obsolete and slow-moving goods, are stated at the lower of cost or market value. Cost is determined on a first-in, first-out (FIFO) basis. Costs included in the value of inventory that Tornier manufactures include the material costs, direct labor costs and manufacturing and distribution overhead costs. Inventories consist of raw materials, work-in-process and finished goods. Finished goods inventories are held primarily in the United States, as well as several countries in Europe, Canada, Japan and Australia and consist primarily of joint implants and related orthopaedic products. Inventory balances, net of reserves, consist of the following (in thousands): | |||||||||||||||||
December 28, | December 29, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw materials | $ | 7,769 | $ | 6,840 | |||||||||||||
Work in process | 9,197 | 9,171 | |||||||||||||||
Finished goods | 71,696 | 71,000 | |||||||||||||||
Total | $ | 88,662 | $ | 87,011 | |||||||||||||
The Company regularly reviews inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, incurs charges to write down inventories to their net realizable value. The Company’s review of inventory for excess and obsolete quantities is based primarily on the estimated forecast of future product demand, production requirements, and introduction of new products. The Company recognized $11.4 million, $8.4 million and $8.2 million of expense for excess and obsolete inventory in cost of goods sold during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. Additionally, the Company had $43.1 million and $47.8 million in inventory held on consignment with third-party distributors and healthcare facilities, among others, at December 28, 2014 and December 29, 2013, respectively. | |||||||||||||||||
Property, Plant and Equipment | Property, Plant and Equipment | ||||||||||||||||
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of five to thirty-nine years for buildings and improvements, five to 10 years for furniture and fixtures and two to eight years for machinery and equipment. The cost of maintenance and repairs is expensed as incurred. The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than the asset’s carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. | |||||||||||||||||
No impairment charges were recorded for the year ended December 28, 2014. For the year ended December 29, 2013, the Company recorded $0.1 million in impairments related to the fixed assets located in Medina, Ohio that will not be utilized as a result of its OrthoHelix restructuring plan. For the year ended December 30, 2012, the Company recorded several fixed asset impairments related to the Company’s facilities in St. Ismier, France, Dunmanway, Ireland, and Stafford, Texas in the aggregate amount of $0.9 million as a result of the Company’s facilities consolidation initiative. | |||||||||||||||||
Software Development Costs | Software Development Costs | ||||||||||||||||
The Company capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software costs generally include external direct costs of materials and services utilized in developing or obtaining computer software and compensation and related benefits for employees who are directly associated with the software project. Capitalized software costs are included in property, plant and equipment on the Company’s consolidated balance sheet and amortized on a straight-line basis when the software is ready for its intended use over the estimated useful lives of the software, which approximate three to ten years. | |||||||||||||||||
Instruments | Instruments | ||||||||||||||||
Instruments are surgical tools used by orthopaedic and general surgeons during joint replacement and other surgical procedures to facilitate the implantation of the Company’s products. Instruments are recognized as long-lived assets. Instruments and instrument parts that have not been placed in service are carried at cost, and are included as instruments in progress within instruments, net on the consolidated balance sheets. Once placed in service, instruments are carried at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on average estimated useful lives. Estimated useful lives are determined principally in reference to associated product life cycles, and average five years. Instrument parts used to maintain the functionality of instruments but do not extend the life of the instruments are expensed as they are consumed and recorded as part of selling, general and administrative expense. The Company reviews instruments for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the assets are less than the assets’ carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. No impairment losses were recognized during the years ended December 28, 2014 and December 29, 2013. The Company recorded impairment charges of $1.0 million during the year ended December 30, 2012 related to instrument sets and components that were impaired as a result of the OrthoHelix acquisition. | |||||||||||||||||
Instruments included in long-term assets on the consolidated balance sheets are as follows (in thousands): | |||||||||||||||||
December 28, | December 29, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Instruments | $ | 106,788 | $ | 99,754 | |||||||||||||
Instruments in progress | 23,456 | 23,990 | |||||||||||||||
Accumulated depreciation | (67,356 | ) | (60,689 | ) | |||||||||||||
Instruments, net | $ | 62,888 | $ | 63,055 | |||||||||||||
The Company provides instruments to surgeons for use in surgeries and retains title to the instruments. As instruments are used as tools to assist surgeons, depreciation of instruments is recognized as a selling, general and administrative expense. Instrument depreciation expense was $16.6 million, $13.9 million and $12.4 million during the years ended December 28, 2014, December 29, 2013 and December 30, 2012, respectively. | |||||||||||||||||
Business Combinations | Business Combinations | ||||||||||||||||
For all business combinations, the Company records all assets and liabilities of the acquired business, including goodwill and other identified intangible assets, generally at their fair values starting in the period when the acquisition is completed. Contingent consideration, if any, is recognized at its fair value on the acquisition date and changes in fair value are recognized in earnings until settlement. Acquisition-related transaction costs are expensed as incurred. | |||||||||||||||||
Goodwill | Goodwill | ||||||||||||||||
Goodwill is recognized as the excess of the purchase price over the fair value of net assets of businesses acquired. Goodwill is not amortized, but is subject to impairment tests. Based on the Company’s single business approach to decision-making, planning and resource allocation, management has determined that the Company has one operating segment with no reporting unit below that level for the purpose of evaluating goodwill for impairment. The Company performs its annual goodwill impairment test as of the first day of the fourth quarter of its fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. Impairment tests are done by qualitatively assessing the likeliness for impairment and then, if necessary, comparing the reporting unit’s fair value to its carrying amount to determine if there is potential impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit’s goodwill is less than the carrying value of the reporting unit’s goodwill. The fair value of the reporting unit and the implied fair value of goodwill are determined based on widely accepted valuation techniques. No goodwill impairment losses were recorded during the years ended December 28, 2014, December 29, 2013 and December 30, 2012 as the fair value of the reporting unit significantly exceeded its carrying value. | |||||||||||||||||
Intangible Assets | Intangible Assets | ||||||||||||||||
Intangible assets with an indefinite life, including certain trademarks and trade names, are not amortized, but are tested for impairment annually or whenever events or circumstances indicate that the carrying amount may not be recoverable. Any amount of impairment loss to be recorded would be determined based upon the excess of the asset’s carrying value over its fair value. No impairment losses on indefinite life intangibles were recorded during the years ended December 28, 2014, December 29, 2013 and December 30, 2012. The useful lives of these assets are also assessed annually to determine whether events and circumstances continue to support an indefinite life. | |||||||||||||||||
Intangible assets with a finite life, including developed technology, customer relationships, and patents and licenses, are amortized on a straight-line basis over their estimated useful lives, ranging from one to twenty years. Costs incurred to extend or renew license arrangements are capitalized as incurred and amortized over the shorter of the life of the extension or renewal, or the remaining useful life of the underlying product being licensed. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than the asset’s carrying amount and would be measured as the amount by which the carrying amount of an asset exceeds its fair value. No impairment losses were recorded for the year ended December 28, 2014. For the year ended December 29, 2013, the Company recognized an impairment charge of $0.1 million related to license intangibles that are no longer being used. For the year ended December 30, 2012, the Company recognized an impairment charge of $4.7 million related to developed technology and customer relationship intangibles whose fair values were negatively impacted by the acquisition of OrthoHelix Surgical Designs, Inc. (OrthoHelix). The fair value of the intangibles was determined using a discounted cash flow analysis. For the year ended December 29, 2013, the intangible asset impairment is included in amortization of intangible assets in the consolidated statements of operations. For the year ended December 30, 2012, intangible asset impairments are included in special charges on the consolidated statement of operations as they related directly to the acquisition and integration of OrthoHelix. | |||||||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | ||||||||||||||||
All of the Company’s derivative instruments are economic hedges and are recorded in the accompanying consolidated balance sheets as either an asset or liability and are measured at fair value. The changes in the derivative’s fair value are recognized in earnings as a component of foreign currency transaction gain (loss) in the period in which the change occurred. | |||||||||||||||||
Research and Development | Research and Development | ||||||||||||||||
All research and development costs are expensed as incurred. | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances for deferred tax assets are recognized if it is more likely than not that some component or all of the benefits of deferred tax assets will not be realized. | |||||||||||||||||
The Company accrues interest and penalties related to unrecognized tax benefits in the Company’s provision for income taxes. In the fiscal years ended December 28, 2014 and December 29, 2013, accrued interest and penalties were $0.1 million and $0.3 million, respectively. | |||||||||||||||||
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) | ||||||||||||||||
Other comprehensive income (loss) refers to revenues, expenses, gains, and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings, as these amounts are recorded directly as an adjustment to shareholders’ equity. Other comprehensive income (loss) is comprised mainly of foreign currency translation adjustments and unrealized gains (losses) on retirement plans. These amounts are presented in the consolidated statements of comprehensive loss. The Company deems its foreign investments to be permanent in nature, and therefore, does not provide for taxes on foreign currency translation adjustments. | |||||||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||||||
The Company accounts for share-based compensation in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation, which requiresshare-based compensation cost to be measured at the grant date based on the fair value of the award and recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. The determination of the fair value of share-based payment awards, such as options, is made on the date of grant using an option-pricing model and is affected by the Company’s share price, as well as assumptions regarding a number of complex and subjective variables, which include the expected life of the award, the expected share price volatility over the expected life of the award, expected dividend yield and risk-free interest rate. | |||||||||||||||||
New Accounting Pronouncements | New Accounting Pronouncements | ||||||||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers as a new topic, Accounting Standards Codification (ASC) Topic 606. ASU 2014-09 provides new guidance related to how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 specifies new accounting for costs associated with obtaining or fulfilling contracts with customers and expands the required disclosures related to revenue and cash flows from contracts with customers. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, with early application not permitted. The Company is currently determining its implementation approach and assessing the impact on its consolidated financial statements and related disclosures. | |||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (ASC Topic 205) and Property, Plant, and Equipment (ASC Topic 360)—Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 provides new guidance related to the definition of a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This new guidance is effective for annual periods beginning on or after December 15, 2014 and interim periods within those years. Beginning in 2015, the Company will adopt the new guidance, as applicable, to future disposals of components or classifications as held for sale. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (ASC Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 requires entities to present unrecognized tax benefits as a decrease in a net operating loss, similar to tax loss or tax credit carryforward if certain criteria are met. The standard clarifies presentation requirements for unrecognized tax benefits but will not alter the way in which entities assess deferred tax assets for realizability. The guidance is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2013. The Company adopted this guidance beginning in the first quarter of 2014. The impact of adoption was not material. | |||||||||||||||||
In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (ASC Topic 830), Parent’s Accounting for the Cumulative Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. ASU 2013-05 requires entities to release cumulative translation adjustments to earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the foreign entity. ASU 2013-05 is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2013 and is to be applied prospectively. The Company adopted this guidance in the first quarter of 2014. The impact of adoption was not material. | |||||||||||||||||
The Company has evaluated recent accounting pronouncements through ASU 2014-18 and believes that none, other than those described above, will have a material effect on the Company’s consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. | |||||||||||||||||
Fair Value of Financial Instruments | 3 | Fair Value of Financial Instruments | |||||||||||||||
The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis based on the application of ASC Topic 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. This requires fair value measurements to be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. | |||||||||||||||||
Level 2—Assets and liabilities determined using prices for recently traded assets and liabilities with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. | |||||||||||||||||
Level 3—Assets and liabilities that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the asset or liability. The prices are determined using significant unobservable inputs or valuation techniques. | |||||||||||||||||
A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at December 28, 2014 and December 29, 2013 are as follows: | |||||||||||||||||
December 28, | Quoted Prices | Significant Other | Significant | ||||||||||||||
2014 | in Active Markets | Observable | Unobservable | ||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | |||||||||||||||
(Level 3) | |||||||||||||||||
Cash and cash equivalents | $ | 27,940 | $ | 27,940 | $ | — | $ | — | |||||||||
Contingent consideration | (1,989 | ) | — | — | (1,989 | ) | |||||||||||
Derivative liability | (502 | ) | — | (502 | ) | — | |||||||||||
Total, net | $ | 25,449 | $ | 27,940 | $ | (502 | ) | $ | (1,989 | ) | |||||||
December 29, | Quoted Prices | Significant Other | Significant | ||||||||||||||
2013 | in Active Markets | Observable | Unobservable | ||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | |||||||||||||||
(Level 3) | |||||||||||||||||
Cash and cash equivalents | $ | 56,784 | $ | 56,784 | $ | — | $ | — | |||||||||
Contingent consideration | (12,956 | ) | — | — | (12,956 | ) | |||||||||||
Derivative asset | 238 | — | 238 | — | |||||||||||||
Total, net | $ | 44,066 | $ | 56,784 | $ | 238 | $ | (12,956 | ) | ||||||||
As of December 28, 2014 and December 29, 2013, the Company had derivative liabilities with fair values of $0.5 million and derivative assets with fair values of $0.2 million, respectively, with recurring Level 2 fair value measurements. The derivatives are foreign exchange forward contracts and their fair values are based on pricing for similar recently executed transactions. The amount of foreign currency gain (loss) recognized for the year ended December 28, 2014 and December 29, 2013 related to these derivatives was approximately $(2.7) million and $0.4 million, respectively. | |||||||||||||||||
Included in Level 3 fair value measurements as of December 28, 2014 is a $0.5 million contingent consideration liability related to potential earnout payments for the acquisition of OrthoHelix that was completed in October 2012, a $1.4 million contingent consideration liability related to earn-out payments for distributor acquisitions in the United States that occurred throughout 2013 and a $0.1 million contingent consideration liability related to potential earnout payments related to the acquisition of a distributor in Australia. Contingent consideration liabilities are carried at fair value and included in contingent consideration—current on the consolidated balance sheet. The contingent consideration liabilities were determined based on discounted cash flow analyses that included revenue estimates and a discount rate, which are considered significant unobservable inputs as of December 28, 2014. The revenue estimates were based on current management expectations for these businesses and the discount rate used was between 8-11% and was based on the Company’s estimated weighted average cost of capital for each transaction. To the extent that these assumptions were to change, the fair value of the contingent consideration liabilities could change significantly. Included in interest expense on the consolidated statements of operations for the twelve months ended December 28, 2014 and December 29, 2013 is $0.3 million and $1.1 million, respectively, related to the accretion of the contingent consideration. There were no transfers between levels during the year ended December 28, 2014. | |||||||||||||||||
Included in Level 3 fair value measurements as of December 29, 2013 is a $10.4 million contingent consideration liability related to potential earnout payments for the acquisition of OrthoHelix that was completed in October 2012, a $1.9 million contingent consideration liability related to earn-out payments for distributor acquisitions in the United States that occurred throughout 2013, a $0.5 million contingent consideration liability related to potential earnout payments for the acquisition of the Company’s exclusive distributor in Belgium and Luxembourg that was completed in May 2012 and a $0.2 million contingent consideration liability related to potential earnout payments related to the acquisition of a distributor in Australia. The contingent consideration liabilities were determined based on discounted cash flow analyses that included revenue estimates and a discount rate, which are considered significant unobservable inputs as of December 29, 2013. The revenue estimates were based on current management expectations for these businesses and the discount rate used was between 8-11% and was based on the Company’s estimated weighted average cost of capital for each transaction. There were no transfers between levels during the year ended December 29, 2013. | |||||||||||||||||
A rollforward of the level 3 contingent liability for the year ended December 28, 2014 is as follows (in thousands): | |||||||||||||||||
Contingent consideration liability at December 29, 2013 | $ | 12,956 | |||||||||||||||
Additions | 1,670 | ||||||||||||||||
Fair value adjustments | (5,978 | ) | |||||||||||||||
Settlements | (6,944 | ) | |||||||||||||||
Interest accretion | 292 | ||||||||||||||||
Foreign currency translation | (7 | ) | |||||||||||||||
Contingent consideration at December 28, 2014 | $ | 1,989 | |||||||||||||||
The Company also has assets and liabilities that are measured at fair value on a non-recurring basis. The Company reviews the carrying amount of its long-lived assets other than goodwill for potential impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. During the year ended December 30, 2012, the Company recognized an intangible impairment of $4.7 million. The impairment was determined using a discounted cash flow analysis. Key inputs into the analysis included estimated future revenues and expenses and a discount rate. The discount rate of 8% was based on the Company’s weighted average cost of capital. These inputs are considered to be significant unobservable inputs and are considered Level 3 fair value measurements. No intangible impairments were recorded for the years ended December 28, 2014 and December 29, 2013. | |||||||||||||||||
During the year ended December 30, 2012, the Company initiated and completed a facilities consolidation initiative that included the closure and consolidation of certain facilities in France, Ireland and the United States. The Company recorded lease termination costs related to the facilities consolidation initiative. The termination costs were determined using a discounted cash flow analysis that included a discount rate assumption, which is based on the credit adjusted risk free interest rate input, and an assumption related to the timing and amount of sublease income. The timing of the sublease income is a significant unobservable input and thus is considered a Level 3 fair value measurement. As of December 28, 2014 and December 29, 2013, the value of this liability was approximately $0.2 million and $0.4 million, respectively. | |||||||||||||||||
As of December 28, 2014 and December 29, 2013, the Company had short-term and long-term debt of $75.5 million and $69.1 million, respectively, the vast majority of which was variable rate debt. The fair value of the Company’s debt obligations approximates carrying value as a result of its variable rate term and would be considered a Level 2 measurement. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Inventory Balances Net of Reserves | Inventory balances, net of reserves, consist of the following (in thousands): | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 7,769 | $ | 6,840 | |||||
Work in process | 9,197 | 9,171 | |||||||
Finished goods | 71,696 | 71,000 | |||||||
Total | $ | 88,662 | $ | 87,011 | |||||
Instruments Included in Long-Term Assets | Instruments included in long-term assets on the consolidated balance sheets are as follows (in thousands): | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Instruments | $ | 106,788 | $ | 99,754 | |||||
Instruments in progress | 23,456 | 23,990 | |||||||
Accumulated depreciation | (67,356 | ) | (60,689 | ) | |||||
Instruments, net | $ | 62,888 | $ | 63,055 | |||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Summary of Financial Assets and Liabilities Measured at Fair Value | A summary of the financial assets and liabilities that are measured at fair value on a recurring basis at December 28, 2014 and December 29, 2013 are as follows: | ||||||||||||||||
December 28, | Quoted Prices | Significant Other | Significant | ||||||||||||||
2014 | in Active Markets | Observable | Unobservable | ||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | |||||||||||||||
(Level 3) | |||||||||||||||||
Cash and cash equivalents | $ | 27,940 | $ | 27,940 | $ | — | $ | — | |||||||||
Contingent consideration | (1,989 | ) | — | — | (1,989 | ) | |||||||||||
Derivative liability | (502 | ) | — | (502 | ) | — | |||||||||||
Total, net | $ | 25,449 | $ | 27,940 | $ | (502 | ) | $ | (1,989 | ) | |||||||
December 29, | Quoted Prices | Significant Other | Significant | ||||||||||||||
2013 | in Active Markets | Observable | Unobservable | ||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | |||||||||||||||
(Level 3) | |||||||||||||||||
Cash and cash equivalents | $ | 56,784 | $ | 56,784 | $ | — | $ | — | |||||||||
Contingent consideration | (12,956 | ) | — | — | (12,956 | ) | |||||||||||
Derivative asset | 238 | — | 238 | — | |||||||||||||
Total, net | $ | 44,066 | $ | 56,784 | $ | 238 | $ | (12,956 | ) | ||||||||
Summary of Contingent Consideration Liability | A rollforward of the level 3 contingent liability for the year ended December 28, 2014 is as follows (in thousands): | ||||||||||||||||
Contingent consideration liability at December 29, 2013 | $ | 12,956 | |||||||||||||||
Additions | 1,670 | ||||||||||||||||
Fair value adjustments | (5,978 | ) | |||||||||||||||
Settlements | (6,944 | ) | |||||||||||||||
Interest accretion | 292 | ||||||||||||||||
Foreign currency translation | (7 | ) | |||||||||||||||
Contingent consideration at December 28, 2014 | $ | 1,989 | |||||||||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of Preliminary Allocation of Purchase Price | The following represents the allocation of the purchase price: | ||||||||
Purchase Price | |||||||||
Allocation | |||||||||
(In Thousands) | |||||||||
Goodwill | $ | 105,904 | |||||||
Other intangible assets | 40,600 | ||||||||
Tangible assets acquired and liabilities assumed: | |||||||||
Accounts receivable | 4,330 | ||||||||
Inventory | 12,033 | ||||||||
Other assets | 776 | ||||||||
Instruments, net | 4,475 | ||||||||
Accounts payable and accrued liabilities | (3,606 | ) | |||||||
Deferred income taxes | (11,900 | ) | |||||||
Other long-term debt | (16 | ) | |||||||
Total purchase price | $ | 152,596 | |||||||
Summary of Identifiable Intangible Assets and their Estimated Useful Lives at Acquisition | The following table represents components of these identifiable intangible assets and their estimated useful lives at the acquisition date: | ||||||||
Fair Value | Estimated Useful | ||||||||
(In Thousands) | Life | ||||||||
(In Years) | |||||||||
Developed technology | $ | 35,500 | 10 | ||||||
In-process research and development | 3,500 | N/A | |||||||
Trademarks and trade names | 1,500 | 3 | |||||||
Non-compete agreements | 100 | 3 | |||||||
Total identifiable intangible assets | $ | 40,600 | |||||||
Pro forma Results of Operations | Pro forma results of operations (unaudited and in thousands except per share data) of the Company for the year ended December 30, 2012, as if the acquisition had occurred on January 2, 2012, are as follows: | ||||||||
Year Ended | |||||||||
December 30, | |||||||||
2012 | |||||||||
Revenue | $ | 298,051 | |||||||
Net loss | (31,390 | ) | |||||||
Basic and diluted net loss per share | $ | (0.75 | ) |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Balances | Property, plant and equipment balances are as follows (in thousands): | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 1,481 | $ | 1,886 | |||||
Building and improvements | 12,828 | 14,255 | |||||||
Machinery and equipment | 30,892 | 31,192 | |||||||
Furniture, fixtures and office equipment | 27,649 | 29,371 | |||||||
Software | 4,672 | 5,511 | |||||||
Construction in progress | 10,663 | 5,628 | |||||||
88,185 | 87,843 | ||||||||
Accumulated depreciation | (43,523 | ) | (44,349 | ) | |||||
Property, plant and equipment, net | $ | 44,662 | $ | 43,494 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Changes in Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of goodwill for the years ended December 28, 2014 and December 29, 2013 (in thousands): | ||||||||||||
Balance at December 30, 2012 | $ | 239,804 | |||||||||||
Goodwill acquired in acquisitions | 8,239 | ||||||||||||
Foreign currency translation | 3,497 | ||||||||||||
Balance at December 29, 2013 | $ | 251,540 | |||||||||||
Goodwill acquired in acquisitions | 2,467 | ||||||||||||
Foreign currency translation | (9,225 | ) | |||||||||||
Balance at December 28, 2014 | $ | 244,782 | |||||||||||
Components of Identifiable Intangible Assets | The components of identifiable intangible assets are as follows (in thousands): | ||||||||||||
Gross Value | Accumulated | Net Value | |||||||||||
Amortization | |||||||||||||
Balances at December 28, 2014 | |||||||||||||
Intangible assets subject to amortization: | |||||||||||||
Developed technology | $ | 108,868 | $ | (51,107 | ) | $ | 57,761 | ||||||
Customer relationships | 56,008 | (31,656 | ) | 24,352 | |||||||||
Licenses | 6,827 | (5,145 | ) | 1,682 | |||||||||
Other | 6,958 | (4,410 | ) | 2,548 | |||||||||
Intangible assets not subject to amortization: | |||||||||||||
Tradename | 8,777 | — | 8,777 | ||||||||||
Total | $ | 187,438 | $ | (92,318 | ) | $ | 95,120 | ||||||
Gross Value | Accumulated | Net Value | |||||||||||
Amortization | |||||||||||||
Balances at December 29, 2013 | |||||||||||||
Intangible assets subject to amortization: | |||||||||||||
Developed technology | $ | 112,782 | $ | (44,161 | ) | $ | 68,621 | ||||||
Customer relationships | 61,783 | (30,155 | ) | 31,628 | |||||||||
Licenses | 6,810 | (4,004 | ) | 2,806 | |||||||||
In-process research and development | 400 | — | 400 | ||||||||||
Other | 6,624 | (2,431 | ) | 4,193 | |||||||||
Intangible assets not subject to amortization: | |||||||||||||
Tradename | 9,960 | — | 9,960 | ||||||||||
Total | $ | 198,359 | $ | (80,751 | ) | $ | 117,608 | ||||||
Weighted Average Amortization Periods by Major Intangible Asset Class | The weighted-average amortization periods, by major intangible asset class, are as follows: | ||||||||||||
Weighted-Average | |||||||||||||
Amortization Period | |||||||||||||
(In Years) | |||||||||||||
Developed technology | 12 | ||||||||||||
Customer relationships | 13 | ||||||||||||
Licenses | 5 | ||||||||||||
Other | 3 | ||||||||||||
Total | 12 | ||||||||||||
Estimated Annual Amortization Expense | Estimated annual amortization expense for fiscal years ending 2015 through 2019 is as follows (in thousands): | ||||||||||||
Amortization Expense | |||||||||||||
2015 | $ | 16,631 | |||||||||||
2016 | 14,301 | ||||||||||||
2017 | 13,304 | ||||||||||||
2018 | 12,480 | ||||||||||||
2019 | 11,149 |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued liabilities | Accrued liabilities consist of the following (in thousands): | ||||||||
December 28, 2014 | December 29, 2013 | ||||||||
Accrued payroll and related expenses | $ | 25,330 | $ | 21,499 | |||||
Accrued royalties | 9,292 | 9,169 | |||||||
Accrued sales and use tax | 7,323 | 4,727 | |||||||
Accrued agent commissions | 4,219 | 4,554 | |||||||
Other accrued liabilities | 12,945 | 10,765 | |||||||
$ | 59,109 | $ | 50,714 | ||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Summary of Debt | A summary of long-term debt is as follows (in thousands): | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Lines of credit and overdraft arrangements | $ | 6,000 | $ | — | |||||
Mortgages | 3,553 | 4,993 | |||||||
Bank term debt | 63,743 | 61,769 | |||||||
Shareholder debt | 2,203 | 2,319 | |||||||
Total debt | 75,499 | 69,081 | |||||||
Less current portion | (7,394 | ) | (1,438 | ) | |||||
Long-term debt | $ | 68,105 | $ | 67,643 | |||||
Schedule of Aggregate Maturities of Debt | Aggregate maturities of debt for the next five years are as follows (in thousands): | ||||||||
2015 | $ | 7,394 | |||||||
2016 | 1,575 | ||||||||
2017 | 62,424 | ||||||||
2018 | 850 | ||||||||
2019 | 382 | ||||||||
Thereafter | 2,874 | ||||||||
Summary of Borrowings | Borrowings under these facilities within the credit agreement as of December 28, 2014 and December 29, 2013 were as follows: | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Senior secured U.S. dollar term loan | $ | 64,031 | $ | 64,031 | |||||
Senior secured Euro term loan | — | — | |||||||
Debt discount | (2,315 | ) | (3,157 | ) | |||||
Total | $ | 61,716 | $ | 60,874 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Components of Earnings (Loss) Before Taxes | The components of earnings (loss) before taxes for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, consist of the following (in thousands): | ||||||||||||
December 28, | December 29, | January 1, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
United States loss | $ | (32,694 | ) | $ | (33,204 | ) | $ | (19,858 | ) | ||||
Rest of the world earnings | 4,813 | (873 | ) | (12,821 | ) | ||||||||
Loss before taxes | $ | (27,881 | ) | $ | (34,077 | ) | $ | (32,679 | ) | ||||
Summary of Income Tax Benefit (Provision) | The income tax benefit (provision) for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, consists of the following (in thousands): | ||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Current (provision) benefit: | |||||||||||||
United States | $ | 550 | $ | (94 | ) | $ | (150 | ) | |||||
Rest of the world | (4,604 | ) | (3,513 | ) | (2,523 | ) | |||||||
Deferred (provision) benefit | 2,464 | 1,258 | 13,608 | ||||||||||
Total income tax (provision) benefit | $ | (1,590 | ) | $ | (2,349 | ) | $ | 10,935 | |||||
Reconciliation of Effective Tax Rate | A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, is as follows: | ||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax provision at U.S. statutory rate | 34 | % | 34 | % | 34 | % | |||||||
Release of valuation allowance | 0.5 | 3.3 | 32.8 | ||||||||||
Change in valuation allowance | (57.2 | ) | (38.6 | ) | (33.4 | ) | |||||||
Tax benefit from disregarded entity | — | 1.8 | 1.7 | ||||||||||
State and local taxes | 3.4 | (4.7 | ) | 2.6 | |||||||||
Tax deductible IPO costs | 2.7 | 2 | 1.7 | ||||||||||
Other foreign taxes | (4.1 | ) | (3.5 | ) | (3.5 | ) | |||||||
Contingent consideration adjustment to market value | 6.5 | 4.1 | — | ||||||||||
Deferred Balance Adjustments | 1.2 | — | — | ||||||||||
Stock option cancellation | — | (8.1 | ) | — | |||||||||
Impact of foreign income tax rates | 4.6 | 2.1 | (2.5 | ) | |||||||||
Non-deductible expenses | (0.9 | ) | (1.1 | ) | (1.8 | ) | |||||||
Other | 3.6 | 1.8 | 1.9 | ||||||||||
Total | (5.7 | )% | (6.9 | )% | 33.5 | % | |||||||
Components of Deferred Taxes | The components of deferred taxes for the years ended December 28, 2014 and December 29, 2013, consist of the following (in thousands): | ||||||||||||
December 28, | December 29, | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss and tax credit carryforwards | $ | 48,429 | $ | 41,456 | |||||||||
Inventory | 9,732 | 7,294 | |||||||||||
Exchange rate changes | (162 | ) | 102 | ||||||||||
Stock options | 8,238 | 7,082 | |||||||||||
Accruals and other provisions | 7,632 | 6,161 | |||||||||||
Total deferred tax assets | 73,869 | 62,095 | |||||||||||
Less: valuation allowance | (54,729 | ) | (40,441 | ) | |||||||||
Total deferred tax assets after valuation allowance | 19,140 | 21,654 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | (28,029 | ) | (33,553 | ) | |||||||||
Depreciation | (2,673 | ) | (3,342 | ) | |||||||||
Total deferred tax liabilities | (30,702 | ) | (36,895 | ) | |||||||||
Total net deferred tax liabilities | $ | (11,562 | ) | $ | (15,241 | ) | |||||||
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows (in thousands): | ||||||||||||
Gross unrecognized tax benefits at December 30, 2012 | $ | 7,909 | |||||||||||
Increase for tax positions in prior years | 58 | ||||||||||||
Decrease for tax positions in prior years | — | ||||||||||||
Lapse of statute of limitations | (2,094 | ) | |||||||||||
Increase for tax positions in current year | 307 | ||||||||||||
Foreign currency translation | 236 | ||||||||||||
Gross unrecognized tax benefits at December 29, 2013 | $ | 6,416 | |||||||||||
Increase for tax positions in prior years | 33 | ||||||||||||
Decrease for tax positions in prior years | — | ||||||||||||
Lapse of statute of limitations | (977 | ) | |||||||||||
Increase for tax positions in current year | 492 | ||||||||||||
Foreign currency translation | (625 | ) | |||||||||||
Gross unrecognized tax benefits at December 28, 2014 | $ | 5,339 | |||||||||||
Segment_and_Geographic_Data_Ta
Segment and Geographic Data (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Summary of Revenue by Geographic Region | Revenue by geographic region is as follows (in thousands): | ||||||||||||
Year Ended | |||||||||||||
December 28, 2014 | December 29, 2013 | December 30, 2012 | |||||||||||
Revenue by geographic region: | |||||||||||||
United States | $ | 199,286 | $ | 182,104 | $ | 156,750 | |||||||
France | 64,082 | 58,173 | 52,737 | ||||||||||
Other international | 81,585 | 70,682 | 68,033 | ||||||||||
Total | $ | 344,953 | $ | 310,959 | $ | 277,520 | |||||||
Summary of Revenue by Product Category | Revenue by product category is as follows (in thousands): | ||||||||||||
Year Ended | |||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue by product type: | |||||||||||||
Upper extremity joints and trauma | $ | 213,320 | $ | 184,457 | $ | 175,242 | |||||||
Lower extremity joints and trauma | 59,249 | 58,747 | 34,109 | ||||||||||
Sports medicine and biologics | 14,174 | 14,752 | 15,526 | ||||||||||
Total extremities | 286,743 | 257,956 | 224,877 | ||||||||||
Large joints and other | 58,210 | 53,003 | 52,643 | ||||||||||
Total | $ | 344,953 | $ | 310,959 | $ | 277,520 | |||||||
Summary of Long Lived Tangible Assets Including Instruments and Property Plant and Equipment | Long-lived tangible assets, including instruments and property, plant and equipment are as follows (in thousands): | ||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Long-lived tangible assets: | |||||||||||||
United States | $ | 42,312 | $ | 40,032 | $ | 31,342 | |||||||
France | 44,503 | 45,909 | 39,764 | ||||||||||
Other international | 20,735 | 20,608 | 17,439 | ||||||||||
Total | $ | 107,550 | $ | 106,549 | $ | 88,545 | |||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||
Dec. 28, 2014 | |||||
Leases [Abstract] | |||||
Future Minimum Rental Commitments Under Non-cancelable Operating Leases | Future minimum rental commitments under non-cancelable operating leases in effect as of December 28, 2014 are as follows (in thousands): | ||||
2015 | $ | 5,761 | |||
2016 | 4,662 | ||||
2017 | 4,109 | ||||
2018 | 3,531 | ||||
2019 | 2,246 | ||||
Thereafter | 5,824 | ||||
Total | $ | 26,133 | |||
Future Lease Payments Under Capital Leases | Future lease payments under capital leases are as follows (in thousands): | ||||
2015 | $ | 491 | |||
2016 | 367 | ||||
2017 | 331 | ||||
2018 | 277 | ||||
2019 | 144 | ||||
Total minimum lease payments | 1,610 | ||||
Less amount representing interest | (13 | ) | |||
Present value of minimum lease payments | 1,597 | ||||
Current portion | (428 | ) | |||
Long-term portion | $ | 1,169 | |||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Summary of Allocation of Share-Based Compensation | Below is a summary of the allocation of share-based compensation (in thousands): | ||||||||||||||||
Year ended | |||||||||||||||||
December 28, | December 29, | December 30, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Cost of goods sold | $ | 691 | $ | 658 | $ | 864 | |||||||||||
Selling, general and administrative | 8,231 | 6,955 | 5,477 | ||||||||||||||
Research and development | 779 | 687 | 489 | ||||||||||||||
Total | $ | 9,701 | $ | 8,300 | $ | 6,830 | |||||||||||
Share-Based Compensation Weighted-Average Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions: | ||||||||||||||||
Years ended | |||||||||||||||||
December 28, | December 29, | December 30, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Risk-free interest rate | 1.9 | % | 1.7 | % | 0.9 | % | |||||||||||
Expected life in years | 6.1 | 6.1 | 6.1 | ||||||||||||||
Expected volatility | 45.1 | % | 46.6 | % | 48.1 | % | |||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Summary of Employee Stock Option Activity | A summary of the Company’s employee stock option activity is as follows: | ||||||||||||||||
Ordinary Shares | Weighted-Average | Weighted-Average | Aggregate Intrinsic | ||||||||||||||
(In Thousands) | Per Share Exercise | Remaining | Value (in Millions) | ||||||||||||||
Price | Contractual Life | ||||||||||||||||
(In Years) | |||||||||||||||||
Outstanding at January 1, 2012 | 3,896 | 18.32 | 6.9 | (3.8 | ) | ||||||||||||
Granted | 626 | 18.45 | |||||||||||||||
Exercised | (426 | ) | 16.56 | (0.9 | ) | ||||||||||||
Forfeited or expired | (314 | ) | 22.33 | ||||||||||||||
Outstanding at December 30, 2012 | 3,782 | 18.23 | 6.4 | (7.3 | ) | ||||||||||||
Granted | 643 | 19.32 | |||||||||||||||
Exercised | (1,454 | ) | 14.38 | (2.0 | ) | ||||||||||||
Forfeited or expired | (543 | ) | 22.51 | ||||||||||||||
Outstanding at December 29, 2013 | 2,428 | 19.89 | 7.5 | (3.9 | ) | ||||||||||||
Granted | 522 | 21.58 | |||||||||||||||
Exercised | (197 | ) | 16.16 | (1.2 | ) | ||||||||||||
Forfeited or expired | (216 | ) | 21.19 | ||||||||||||||
Outstanding at December 28, 2014 | 2,537 | 22.48 | 7.3 | 12.7 | |||||||||||||
Exercisable at period end | 1,408 | 20.57 | 6 | 7 | |||||||||||||
Summary of Activities Related to Restricted Stock Units | A summary of the Company’s activity related to RSUs is as follows: | ||||||||||||||||
Shares | Weighted-Average | ||||||||||||||||
(In Thousands) | Grant Date Fair | ||||||||||||||||
Value Per Share | |||||||||||||||||
Outstanding at January 1, 2012 | 207 | 25.1 | |||||||||||||||
Granted | 305 | 18.51 | |||||||||||||||
Vested | (55 | ) | 20.21 | ||||||||||||||
Cancelled | (35 | ) | 24.01 | ||||||||||||||
Outstanding at December 30, 2012 | 422 | 20.57 | |||||||||||||||
Granted | 323 | 19.25 | |||||||||||||||
Vested | (97 | ) | 16.4 | ||||||||||||||
Cancelled | (75 | ) | 22.03 | ||||||||||||||
Outstanding at December 29, 2013 | 573 | 19.54 | |||||||||||||||
Granted | 364 | 20.87 | |||||||||||||||
Vested | (240 | ) | 19.77 | ||||||||||||||
Cancelled | (60 | ) | 19.18 | ||||||||||||||
Outstanding at December 28, 2014 | 637 | 20.23 | |||||||||||||||
Special_Charges_Tables
Special Charges (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Text Block [Abstract] | |||||||||||||
Schedule of Special Charges | The table below summarizes amounts included in special charges for the related periods: | ||||||||||||
Year ended | |||||||||||||
December 28, | December 29, | December 30, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Facilities consolidation charges | $ | — | $ | — | $ | 6,357 | |||||||
Acquisition, integration and distributor transition costs | 2,996 | 7,143 | 4,920 | ||||||||||
Proposed merger-related charges | 4,819 | — | — | ||||||||||
OrthoHelix restructuring charges | 1,727 | 521 | — | ||||||||||
Reduction in contingent consideration liability | (5,388 | ) | (5,140 | ) | — | ||||||||
Legal settlements | — | 1,214 | — | ||||||||||
Italy bad debt expense | — | — | 2,001 | ||||||||||
Management exit costs | — | — | 1,229 | ||||||||||
Intangible asset impairments | — | — | 4,737 | ||||||||||
Other | 325 | — | — | ||||||||||
Total | $ | 4,479 | $ | 3,738 | $ | 19,244 | |||||||
Activity in Restructuring Accrual | Activity in the restructuring accrual is presented in the following table (in thousands): | ||||||||||||
OrthoHelix restructuring accrual balance as of December 30, 2012 | $ | — | |||||||||||
Charges: | |||||||||||||
Employee termination benefits | 381 | ||||||||||||
Moving, professional fees and other initiative-related expenses | — | ||||||||||||
Total charges | 381 | ||||||||||||
Payments: | |||||||||||||
Employee termination benefits | — | ||||||||||||
Moving, professional fees and other initiative-related expenses | — | ||||||||||||
Total payments | — | ||||||||||||
OrthoHelix restructuring initiative accrual balance as of December 29, 2013 | $ | 381 | |||||||||||
Charges: | |||||||||||||
Employee termination benefits | 688 | ||||||||||||
Moving, professional fees and other initiative-related expenses | 1,039 | ||||||||||||
Total charges | 1,727 | ||||||||||||
Payments: | |||||||||||||
Employee termination benefits | (945 | ) | |||||||||||
Moving, professional fees and other initiative-related expenses | (1,037 | ) | |||||||||||
Total payments | (1,982 | ) | |||||||||||
OrthoHelix restructuring initiative accrual balance as of December 28, 2014 | $ | 126 | |||||||||||
Selected_Quarterly_Information1
Selected Quarterly Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Summary of Quarterly Results of Operations | The operating results for any quarter are not necessarily indicative of results for any future period. | ||||||||||||||||
Year ended December 28, 2014 | |||||||||||||||||
Fourth | Third | Second | First | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Revenue | $ | 92,403 | $ | 76,675 | $ | 86,850 | $ | 89,025 | |||||||||
Cost of goods sold | 21,763 | 18,010 | 21,227 | 22,464 | |||||||||||||
Gross profit | 70,640 | 58,665 | 65,623 | 66,561 | |||||||||||||
Operating expenses: | |||||||||||||||||
Selling, general and administrative | 58,679 | 57,127 | 62,504 | 58,848 | |||||||||||||
Research and development | 6,294 | 6,055 | 6,068 | 5,722 | |||||||||||||
Amortization of intangible assets | 4,207 | 4,274 | 4,320 | 4,334 | |||||||||||||
Special charges | 5,473 | (4,366 | ) | 686 | 2,686 | ||||||||||||
Total operating expenses | 74,653 | 63,090 | 73,578 | 71,590 | |||||||||||||
Operating loss | (4,013 | ) | (4,425 | ) | (7,955 | ) | (5,029 | ) | |||||||||
Consolidated net loss | (8,468 | ) | (5,321 | ) | (10,448 | ) | (5,237 | ) | |||||||||
Net loss per share: | |||||||||||||||||
basic and diluted | $ | (0.17 | ) | $ | (0.11 | ) | $ | (0.21 | ) | $ | (0.11 | ) | |||||
Year ended December 29, 2013 | |||||||||||||||||
Fourth | Third | Second | First | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Revenue | $ | 83,392 | $ | 66,747 | $ | 78,135 | $ | 82,685 | |||||||||
Cost of goods sold | 21,267 | 18,972 | 22,309 | 23,624 | |||||||||||||
Gross profit | 62,125 | 47,775 | 55,826 | 59,061 | |||||||||||||
Operating expenses: | |||||||||||||||||
Selling, general and administrative | 56,451 | 46,797 | 51,467 | 52,136 | |||||||||||||
Research and development | 5,997 | 4,665 | 5,543 | 6,182 | |||||||||||||
Amortization of intangible assets | 4,288 | 3,976 | 3,784 | 3,837 | |||||||||||||
Special charges | 2,729 | (3,918 | ) | 3,408 | 1,519 | ||||||||||||
Total operating expenses | 69,465 | 51,520 | 64,202 | 63,674 | |||||||||||||
Operating loss | (7,340 | ) | (3,745 | ) | (8,376 | ) | (4,613 | ) | |||||||||
Consolidated net loss | (10,699 | ) | (6,292 | ) | (12,537 | ) | (6,898 | ) | |||||||||
Net loss per share: | |||||||||||||||||
basic and diluted | $ | (0.22 | ) | $ | (0.13 | ) | $ | (0.28 | ) | $ | (0.17 | ) |
Business_Description_Additiona
Business Description - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 28, 2014 | Oct. 27, 2014 |
Office | ||
Description Of Business [Line Items] | ||
Local sales and distribution activities, number of offices | 12 | |
Tornier N. V. [Member] | ||
Description Of Business [Line Items] | ||
Percentage of ownership | 48.00% | |
Wright [Member] | ||
Description Of Business [Line Items] | ||
Common stock conversion | 1.0309 | |
Percentage of ownership | 52.00% | |
Merger agreement termination fee | $46 |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Segment | |||
Customer | |||
Reporting_Unit | |||
Significant Accounting Policies [Line Items] | |||
Foreign currency transaction (loss) gain | ($1,115,000) | ($1,820,000) | ($473,000) |
Costs related to shipping and handling of products included in selling, general and administrative expense | 7,900,000 | 5,700,000 | 5,100,000 |
Investment maturity period | three months or less | ||
Allowance for doubtful accounts | 5,779,000 | 5,080,000 | |
Percentage of Accounts Receivable - Customer Concentration | 10.00% | ||
Number of customers | 0 | ||
Expense for excess or obsolete inventory | 11,433,000 | 8,447,000 | 8,171,000 |
Inventory held on consignment | 43,100,000 | 47,800,000 | |
Impairment charge | 0 | ||
Number of Reportable Segments | 1 | ||
Number of Reporting Units | 0 | ||
Goodwill impairment loss | 0 | 0 | 0 |
Impairment loss | 0 | 0 | 4,700,000 |
Accrued interest and penalties | 100,000 | 300,000 | |
License Intangibles [Member] | |||
Significant Accounting Policies [Line Items] | |||
Impairment charge | 100,000 | ||
Facilities Consolidation Initiative [Member] | |||
Significant Accounting Policies [Line Items] | |||
Impairment charge | 0 | 100,000 | 900,000 |
Surgical Instruments [Member] | |||
Significant Accounting Policies [Line Items] | |||
Impairment charge | 0 | 0 | 1,000,000 |
Depreciation | $16,600,000 | $13,900,000 | $12,400,000 |
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Intangible assets, estimated useful lives | 1 year | ||
Minimum [Member] | Building and Improvements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of plant and properties | 5 years | ||
Minimum [Member] | Machinery and Equipment [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of plant and properties | 2 years | ||
Minimum [Member] | Furniture and Fixtures [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of plant and properties | 5 years | ||
Minimum [Member] | Software and Software Development Costs [Member] | |||
Significant Accounting Policies [Line Items] | |||
Intangible assets, estimated useful lives | 3 years | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Intangible assets, estimated useful lives | 20 years | ||
Maximum [Member] | Building and Improvements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of plant and properties | 39 years | ||
Maximum [Member] | Machinery and Equipment [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of plant and properties | 8 years | ||
Maximum [Member] | Furniture and Fixtures [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of plant and properties | 10 years | ||
Maximum [Member] | Software and Software Development Costs [Member] | |||
Significant Accounting Policies [Line Items] | |||
Intangible assets, estimated useful lives | 10 years |
Significant_Accounting_Policie4
Significant Accounting Policies - Inventory Balances Net of Reserves (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $7,769 | $6,840 |
Work in process | 9,197 | 9,171 |
Finished goods | 71,696 | 71,000 |
Total | $88,662 | $87,011 |
Significant_Accounting_Policie5
Significant Accounting Policies - Instruments Included in Long-Term Assets (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Instruments | $106,788 | $99,754 |
Instruments in progress | 23,456 | 23,990 |
Accumulated depreciation | -67,356 | -60,689 |
Instruments, net | $62,888 | $63,055 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
In Thousands, unless otherwise specified | ||||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||||
Cash and cash equivalents | $27,940 | $56,784 | $31,108 | $54,706 |
Contingent consideration | -1,989 | -12,956 | ||
Fair Value, Measurements, Recurring [Member] | ||||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||||
Cash and cash equivalents | 27,940 | 56,784 | ||
Contingent consideration | -1,989 | -12,956 | ||
Derivative liability | -502 | |||
Derivative asset | 238 | |||
Total, net | 25,449 | 44,066 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||||
Cash and cash equivalents | 27,940 | 56,784 | ||
Contingent consideration | ||||
Derivative liability | ||||
Total, net | 27,940 | 56,784 | ||
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||||
Cash and cash equivalents | ||||
Contingent consideration | ||||
Derivative liability | -502 | |||
Derivative asset | 238 | |||
Total, net | -502 | 238 | ||
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ||||
Cash and cash equivalents | ||||
Contingent consideration | -1,989 | -12,956 | ||
Derivative liability | ||||
Total, net | ($1,989) | ($12,956) |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration related to acquisition | $1,989,000 | $12,956,000 | |
Discount rate, Percentage | 8.00% | ||
Interest expense on the accretion of the contingent consideration | 300,000 | 1,100,000 | |
Transfers between levels | 0 | 0 | |
Intangible impairment | 0 | 0 | 4,700,000 |
Sublease termination liability | 200,000 | 400,000 | |
Short-term and long term debt | 75,500,000 | 69,100,000 | |
Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate, Percentage | 8.00% | 8.00% | |
Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate, Percentage | 11.00% | 11.00% | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of Derivative asset | 200,000 | 200,000 | |
Fair value of Derivative liabilities | 500,000 | 500,000 | |
Foreign currency gain (loss) related to derivatives | -2,700,000 | 400,000 | |
OrthoHelix [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration related to acquisition | 500,000 | 10,400,000 | |
Distributor in Belgium and Luxembourg [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration related to acquisition | 500,000 | ||
Distributor in the United States [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration related to acquisition | 1,400,000 | 1,900,000 | |
Distributor in Australia [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration related to acquisition | $100,000 | $200,000 |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments - Summary of Contingent Consideration Liability (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 28, 2014 |
Debt Instrument Fair Value Carrying Value [Abstract] | |
Contingent consideration liability at December 29, 2013 | $12,956 |
Additions | 1,670 |
Fair value adjustments | -5,978 |
Settlements | -6,944 |
Interest accretion | 292 |
Foreign currency translation | -7 |
Contingent consideration liability at December 28, 2014 | $1,989 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Oct. 04, 2012 | |
Business Acquisition Information [Line Items] | ||||||||||||
Total preliminary purchase price | $152,596,000 | $152,596,000 | ||||||||||
Purchase price allocated to goodwill | 105,904,000 | 105,904,000 | ||||||||||
In-process research and development | 3,500,000 | 3,500,000 | ||||||||||
Discount rate, Percentage | 8.00% | |||||||||||
Revenue | 92,403,000 | 76,675,000 | 86,850,000 | 89,025,000 | 83,392,000 | 66,747,000 | 78,135,000 | 82,685,000 | 344,953,000 | 310,959,000 | 277,520,000 | |
Maximum [Member] | ||||||||||||
Business Acquisition Information [Line Items] | ||||||||||||
Gross contingent consideration | 20,000,000 | |||||||||||
OrthoHelix [Member] | ||||||||||||
Business Acquisition Information [Line Items] | ||||||||||||
Total preliminary purchase price | 152,600,000 | |||||||||||
Acquisition completion date | 4-Oct-12 | |||||||||||
Capital stock acquired, percentage | 100.00% | |||||||||||
Cash paid for acquisition | 100,400,000 | |||||||||||
Value of stock given for acquisition | 38,000,000 | |||||||||||
Fair Value of Contingent Consideration related to acquisition as of acquisition date | 14,200,000 | |||||||||||
Purchase price allocated to goodwill | 105,900,000 | |||||||||||
Revenue | 8,000,000 | |||||||||||
Net loss related to operations | $1,800,000 |
Business_Combinations_Schedule
Business Combinations - Schedule of Preliminary Allocation of Purchase Price (Detail) (USD $) | Dec. 28, 2014 |
In Thousands, unless otherwise specified | |
Business Combinations [Abstract] | |
Goodwill | $105,904 |
Other intangible assets | 40,600 |
Tangible assets acquired and liabilities assumed: | |
Accounts receivable | 4,330 |
Inventory | 12,033 |
Other assets | 776 |
Instruments, net | 4,475 |
Accounts payable and accrued liabilities | -3,606 |
Deferred income taxes | -11,900 |
Other long-term debt | -16 |
Total purchase price | $152,596 |
Business_Combinations_Summary_
Business Combinations - Summary of Identifiable Intangible Assets and their Estimated Useful Lives at Acquisition (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 28, 2014 |
Identifiable Intangible Assets Acquired [Line Items] | |
In-process research and development | $3,500 |
Total identifiable intangible assets | 40,600 |
Developed Technology [Member] | |
Identifiable Intangible Assets Acquired [Line Items] | |
Developed technology | 35,500 |
Estimated useful life of intangible assets | 10 years |
In-process Research and Development [Member] | |
Identifiable Intangible Assets Acquired [Line Items] | |
In-process research and development | 3,500 |
Estimated useful life of intangible assets | 0 years |
Trademarks and Trade names [Member] | |
Identifiable Intangible Assets Acquired [Line Items] | |
Trademarks and trade names | 1,500 |
Estimated useful life of intangible assets | 3 years |
Non-Compete Agreements [Member] | |
Identifiable Intangible Assets Acquired [Line Items] | |
Non-compete agreements | $100 |
Estimated useful life of intangible assets | 3 years |
Business_Combinations_Pro_form
Business Combinations - Pro forma Results of Operations (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 30, 2012 |
Business Combinations [Abstract] | |
Revenue | $298,051 |
Net loss | ($31,390) |
Basic and diluted net loss per share | ($0.75) |
Property_Plant_and_Equipment_P
Property, Plant and Equipment - Property, Plant and Equipment Balances (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant and Equipment Useful Life and Values [Abstract] | ||
Land | $1,481 | $1,886 |
Building and improvements | 12,828 | 14,255 |
Machinery and equipment | 30,892 | 31,192 |
Furniture, fixtures and office equipment | 27,649 | 29,371 |
Software | 4,672 | 5,511 |
Construction in progress | 10,663 | 5,628 |
Property, plant and equipment, gross | 88,185 | 87,843 |
Accumulated depreciation | -43,523 | -44,349 |
Property, plant and equipment, net | $44,662 | $43,494 |
Property_Plant_and_Equipment_A
Property, Plant and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 28, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense recorded on property, plant and equipment | $6,800,000 | $6,100,000 | $6,900,000 |
Impairment of fixed assets | 140,000 | 2,041,000 | |
Fixed asset impairments related to the company's facilities | 900,000 | ||
OrthoHelix [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of fixed assets | 100,000 | 0 | |
Computer Software, Intangible Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Software development costs | $5,600,000 | $10,700,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning balance | $251,540 | $239,804 |
Goodwill acquired in acquisitions | 2,467 | 8,239 |
Foreign currency translation | -9,225 | 3,497 |
Goodwill, Ending balance | $244,782 | $251,540 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Goodwill And Intangible Assets [Line Items] | |||||||||||
Goodwill qualified for future tax deductions | $16,700,000 | $16,700,000 | |||||||||
Goodwill acquired | 2,467,000 | 8,239,000 | |||||||||
Acquired assets of distributor | 83,000 | 2,935,000 | 1,410,000 | ||||||||
Total amortization expense for finite-lived intangible assets | 4,207,000 | 4,274,000 | 4,320,000 | 4,334,000 | 4,288,000 | 3,976,000 | 3,784,000 | 3,837,000 | 17,135,000 | 15,885,000 | 11,721,000 |
Minimum [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Estimated useful life of intangible assets | 1 year | ||||||||||
Maximum [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Estimated useful life of intangible assets | 20 years | ||||||||||
Non-Compete Agreements [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Estimated useful life of intangible assets | 3 years | ||||||||||
Licenses [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Impairment charges | 0 | 100,000 | 4,700,000 | ||||||||
Canada [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Acquired assets of distributor | 3,300,000 | ||||||||||
Distributor acquired earn out | 500,000 | 500,000 | |||||||||
Increase in goodwill | 300,000 | ||||||||||
Canada [Member] | Customer Relationships [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Increase in intangible assets | 500,000 | ||||||||||
United Kingdom {Member} | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Acquired assets of distributor | 1,000,000 | ||||||||||
Distributor acquired earn out | 100,000 | 100,000 | |||||||||
United Kingdom {Member} | Customer Relationships [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Increase in intangible assets | 100,000 | ||||||||||
United States [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Goodwill acquired | 2,500,000 | ||||||||||
Increase in goodwill | 6,700,000 | ||||||||||
United States [Member] | Non-Compete Agreements [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Intangible assets acquired | 200,000 | 2,200,000 | |||||||||
Australia [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Acquired assets of distributor | 2,600,000 | ||||||||||
Distributor acquired earn out | 200,000 | 200,000 | |||||||||
Increase in goodwill | 1,400,000 | ||||||||||
Australia [Member] | Non-Compete Agreements [Member] | |||||||||||
Goodwill And Intangible Assets [Line Items] | |||||||||||
Increase in intangible assets | $100,000 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Components of Identifiable Intangible Assets (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | $187,438 | $198,359 |
Accumulated Amortization | -92,318 | -80,751 |
Net Value | 95,120 | 117,608 |
Developed Technology [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 108,868 | 112,782 |
Accumulated Amortization | -51,107 | -44,161 |
Net Value | 57,761 | 68,621 |
Customer Relationships [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 56,008 | 61,783 |
Accumulated Amortization | -31,656 | -30,155 |
Net Value | 24,352 | 31,628 |
Licenses [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 6,827 | 6,810 |
Accumulated Amortization | -5,145 | -4,004 |
Net Value | 1,682 | 2,806 |
In-process Research and Development [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 400 | |
Net Value | 400 | |
Other [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 6,958 | 6,624 |
Accumulated Amortization | -4,410 | -2,431 |
Net Value | 2,548 | 4,193 |
Trade name [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Gross Value | 8,777 | 9,960 |
Net Value | $8,777 | $9,960 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Weighted Average Amortization Period by Major Intangible Asset Class (Detail) | 12 Months Ended |
Dec. 28, 2014 | |
Expected Amortization Expense Of Finite Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 12 years |
Developed Technology [Member] | |
Expected Amortization Expense Of Finite Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 12 years |
Customer Relationships [Member] | |
Expected Amortization Expense Of Finite Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 13 years |
Licenses [Member] | |
Expected Amortization Expense Of Finite Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 5 years |
Large Joints and Other [Member] | |
Expected Amortization Expense Of Finite Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 3 years |
Goodwill_and_Other_Intangible_6
Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Detail) (USD $) | Dec. 28, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 | $16,631 |
2016 | 14,301 |
2017 | 13,304 |
2018 | 12,480 |
2019 | $11,149 |
Accrued_Liabilities_Schedule_o
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accrued payroll and related expenses | $25,330 | $21,499 |
Accrued royalties | 9,292 | 9,169 |
Accrued sales and use tax | 7,323 | 4,727 |
Accrued agent commissions | 4,219 | 4,554 |
Other accrued liabilities | 12,945 | 10,765 |
Accrued Liabilities and Other Liabilities, Total | $59,109 | $50,714 |
LongTerm_Debt_Summary_of_Debt_
Long-Term Debt - Summary of Debt (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Lines of credit and overdraft arrangements | $6,000 | |
Mortgages | 3,553 | 4,993 |
Bank term debt | 63,743 | 61,769 |
Shareholder debt | 2,203 | 2,319 |
Total debt | 75,499 | 69,081 |
Less current portion | -7,394 | -1,438 |
Long-term debt | $68,105 | $67,643 |
LongTerm_Debt_Schedule_of_Aggr
Long-Term Debt - Schedule of Aggregate Maturities of Debt (Detail) (USD $) | Dec. 28, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $7,394 |
2016 | 1,575 |
2017 | 62,424 |
2018 | 850 |
2019 | 382 |
Thereafter | $2,874 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2008 | |
Debt Disclosure [Line Items] | |||||||
Borrowings | $6,000,000 | ||||||
Loss on extinguishment of debt | 1,127,000 | 593,000 | |||||
Euro loan | 61,716,000 | 60,874,000 | |||||
Amortization of the debt discount | 800,000 | ||||||
European Subsidiaries [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Loss on extinguishment of debt | 600,000 | ||||||
Term Debt [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Interest spread on LIBOR | 1.00% | ||||||
Debt interest rate description | The USD term facility bears interest at (a) the alternate base rate (if denominated in U.S. dollars), equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 1/2 of 1%, and (iii) the adjusted LIBO rate, with a floor of 1% (as defined in the new credit agreement) plus 1%, plus in the case of each of (i)-(iii) above, an applicable rate of 2.00% or 2.25% (depending on the Companybs total net leverage ratio as defined in the Companybs credit agreement), or (b) in the case of a eurocurrency loan (as defined in the Companybs credit agreement), at the applicable adjusted LIBO rate for the relevant interest period plus an applicable rate of 3.00% or 3.25% (depending on the Companybs total net leverage ratio), plus the mandatory cost (as defined in the credit agreement) if such loan is made in a currency other than U.S. dollars or from a lending office in the United Kingdom or a participating member state (as defined in the credit agreement). | ||||||
Credit agreement amount | 115,000,000 | ||||||
Capital leases included in term debt | 1,600,000 | 900,000 | |||||
Term Debt [Member] | European Subsidiaries [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Euro loan | 400,000 | ||||||
Term Debt [Member] | Senior secured term loan facility one [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Debt maturity date | Oct-17 | ||||||
Term Debt [Member] | Senior secured term loan facility two [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Debt maturity date | Oct-17 | ||||||
Shareholder Debt [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Loan payable | 2,200,000 | 2,300,000 | |||||
Variable interest rate on three-month euro | 0.50% | ||||||
Interest rate description | Interest on the debt is variable based on three-month Euro Libor rate plus 0.5% and has no stated term | ||||||
Line of Credit [Member] | Senior Secured Revolving Credit Facility [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Senior secured revolving credit facility denominated in Dollars, Euros, Pounds, Sterling and Yen aggregate principal amount | 30,000,000 | ||||||
Interest spread on LIBOR | 1.00% | ||||||
Debt maturity date | Oct-17 | ||||||
Borrowings | 6,000,000 | 0 | |||||
Debt interest rate description | Funds available under the revolving credit facility may be used for general corporate purposes. Loans under the revolving credit facility bear interest at (a) the alternate base rate (if denominated in U.S. dollars), equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds rate in effect on such day plus 1/2 of 1%, and (iii) the adjusted LIBO rate plus 1%, plus in the case of each of (i)-(iii) above, an applicable rate of 2.00% or 2.25% (depending on the Company's total net leverage ratio as defined in its credit agreement), or (b) in the case of a euro currency loan (as defined in the credit agreement), at the applicable adjusted LIBO rate for the relevant interest period plus an applicable rate of 3.00% or 3.25% (depending on the Company's total net leverage ratio), plus the mandatory cost (as defined in the credit agreement) if such loan is made in a currency other than U.S. dollars or from a lending office in the United Kingdom or a participating member state (as defined in the credit agreement). Additionally, the Company is subject to a 0.5% interest rate related to the unfunded balance on the line of credit. | ||||||
Additional Interest rate on unfunded balance | 0.50% | ||||||
Denominated in Dollars [Member] | Term Debt [Member] | Senior secured term loan facility one [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Euro loan | 75,000,000 | ||||||
Denominated in Euros [Member] | Term Debt [Member] | Senior secured term loan facility two [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Loss on extinguishment of debt | 1,100,000 | ||||||
Euro loan | 40,000,000 | ||||||
Senior secured term loan facility repayment | 40,000,000 | ||||||
U.S. Dollar Denominated Loan [Member] | Term Debt [Member] | Senior secured term loan facility two [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Senior secured term loan facility repayment | 10,500,000 | ||||||
Parent [Member] | Shareholder Debt [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Percentage of ownership interest by parent | 51.00% | ||||||
Director [Member] | Shareholder Debt [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Percentage of ownership interest by board of directors | 49.00% | ||||||
Borrowings from board of director | 2,200,000 | ||||||
Mortgages on Office Buildings [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Mortgage outstanding amount | $3,600,000 | $5,000,000 | |||||
Minimum [Member] | Mortgages on Office Buildings [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Mortgage bears fixed annual interest rate | 2.55% | ||||||
Maximum [Member] | Mortgages on Office Buildings [Member] | |||||||
Debt Disclosure [Line Items] | |||||||
Mortgage bears fixed annual interest rate | 4.90% |
LongTerm_Debt_Summary_of_Borro
Long-Term Debt - Summary of Borrowings (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt discount | ($2,315) | ($3,157) |
Total Term Debt, net of deferred financing costs | 61,716 | 60,874 |
U.S. Dollar Term Loan [Member] | ||
Debt And Capital Lease Obligations [Line Items] | ||
Total Term Debt, net of deferred financing costs | $64,031 | $64,031 |
Retirement_and_Postretirement_1
Retirement and Postretirement Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Postemployment Benefits [Abstract] | |||
Plan assets associated with defined-benefit plan | $0 | ||
Liability recorded for future obligation under the plan | 4,000,000 | 2,800,000 | |
Government mandated discount rate | 1.70% | 3.00% | 2.80% |
Unrealized gain (loss) recorded as a component of other comprehensive loss | ($1,400,000) | $100,000 |
Derivative_Instruments_Additio
Derivative Instruments - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 |
Offsetting [Abstract] | ||
Foreign currency forward contracts outstanding, Fair value amount | ($0.50) | |
Gain (loss) related to forward currency contracts | ($2.70) | $0.40 |
Income_Taxes_Components_of_Ear
Income Taxes - Components of Earnings (Loss) Before Taxes (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Income Tax Disclosure [Abstract] | ||||
United States loss | ($32,694) | ($33,204) | ($19,858) | |
Rest of the world earnings | 4,813 | -873 | -12,821 | |
Loss before income taxes | ($27,881) | ($34,077) | ($32,679) | ($32,679) |
Income_Taxes_Summary_of_Income
Income Taxes - Summary of Income Tax Benefit (Provision) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Components Of Income Tax Expense Benefit [Line Items] | |||
Deferred (provision) benefit | $2,464 | $1,258 | $13,608 |
Total income tax (provision) benefit | -1,590 | -2,349 | 10,935 |
Current Period [Member] | |||
Components Of Income Tax Expense Benefit [Line Items] | |||
United States | 550 | -94 | -150 |
Rest of the world | ($4,604) | ($3,513) | ($2,523) |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at U.S. statutory rate | 34.00% | 34.00% | 34.00% |
Release of valuation allowance | 0.50% | 3.30% | 32.80% |
Change in valuation allowance | -57.20% | -38.60% | -33.40% |
Tax benefit from disregarded entity | 1.80% | 1.70% | |
State and local taxes | 3.40% | -4.70% | 2.60% |
Tax deductible IPO costs | 2.70% | 2.00% | 1.70% |
Other foreign taxes | -4.10% | -3.50% | -3.50% |
Contingent consideration adjustment to market value | 6.50% | 4.10% | |
Deferred Balance Adjustments | 1.20% | ||
Stock option cancellation | -8.10% | ||
Impact of foreign income tax rates | 4.60% | 2.10% | -2.50% |
Non-deductible expenses | -0.90% | -1.10% | -1.80% |
Other | 3.60% | 1.80% | 1.90% |
Total | -5.70% | -6.90% | 33.50% |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Taxes (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | |||
Income Tax Disclosure [Abstract] | |||
Net operating loss and tax credit carryforwards | $48,429 | $41,456 | |
Inventory | 9,732 | 7,294 | |
Exchange rate changes | -162 | 102 | |
Stock options | 8,238 | 7,082 | |
Accruals and other provisions | 7,632 | 6,161 | |
Total deferred tax assets | 73,869 | 62,095 | |
Less: valuation allowance | -54,729 | -40,441 | -30,000 |
Total deferred tax assets after valuation allowance | 19,140 | 21,654 | |
Intangible assets | -28,029 | -33,553 | |
Depreciation | -2,673 | -3,342 | |
Total deferred tax liabilities | -30,702 | -36,895 | |
Total net deferred tax liabilities | ($11,562) | ($15,241) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Income Taxes [Line Items] | |||
Valuation allowance recorded | $54,729,000 | $40,441,000 | $30,000,000 |
Recognition of valuation allowance as tax expense | 14,300,000 | 10,400,000 | 200,000 |
Increase in valuation allowance | 14,400,000 | 11,500,000 | 10,900,000 |
Net operating loss carryforwards | 141,000,000 | ||
Net operating loss carryforwards with no expiration date | 4,100,000 | ||
Net operating loss remaining carry forwards expiration date | Expiration dates between 2015 and 2034 | ||
Net operating loss remaining carry forwards expiration start date | 2015 | ||
Net operating loss remaining carry forwards expiration start End date | 2034 | ||
Long term liability related to tax position in subsidiaries | 2,300,000 | 3,100,000 | |
Unrecognized tax benefits, if recognized would affect tax rate | 5,300,000 | ||
US Subsidiaries [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 93,800,000 | ||
European Subsidiaries [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 47,200,000 | ||
OrthoHelix [Member] | |||
Income Taxes [Line Items] | |||
Deferred tax liability related to amortizable intangible asset | $100,000 | $1,100,000 | $10,700,000 |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits, Beginning Balance | $6,416 | $7,909 |
Increase for tax positions in prior years | 33 | 58 |
Decrease for tax positions in prior years | 0 | 0 |
Lapse of statute of limitations | -977 | -2,094 |
Increase for tax positions in current year | 492 | 307 |
Foreign currency translation | -625 | 236 |
Gross unrecognized tax benefits, Ending Balance | $5,339 | $6,416 |
Recovered_Sheet1
Capital Stock And Earnings Per Share - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Ordinary shares, issued | 48,974,449 | 48,508,612 | |
Ordinary shares, outstanding | 48,974,449 | 48,508,612 | |
Purchase ordinary shares outstanding | 2,600,000 | 2,600,000 | 3,800,000 |
Restricted stock units outstanding | 600,000 | 600,000 | 400,000 |
Aggregate outstanding options and restricted stock units | 3,100,000 | 3,200,000 | 4,200,000 |
Secondary Offering [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Public offering for the issuance of common stock | 5,175,000 | ||
Net proceeds from issuance of common stock | 78.7 |
Segment_and_Geographic_Data_Ad
Segment and Geographic Data - Additional Information (Detail) | 12 Months Ended |
Dec. 28, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Reportable segment | 1 |
Segment_and_Geographic_Data_Su
Segment and Geographic Data - Summary of Revenue by Geographic Region (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $92,403 | $76,675 | $86,850 | $89,025 | $83,392 | $66,747 | $78,135 | $82,685 | $344,953 | $310,959 | $277,520 |
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 199,286 | 182,104 | 156,750 | ||||||||
France [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 64,082 | 58,173 | 52,737 | ||||||||
Other International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $81,585 | $70,682 | $68,033 |
Segment_and_Geographic_Data_Su1
Segment and Geographic Data - Summary of Revenue by Product Category (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $92,403 | $76,675 | $86,850 | $89,025 | $83,392 | $66,747 | $78,135 | $82,685 | $344,953 | $310,959 | $277,520 |
Upper Extremity Joints and Trauma [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 213,320 | 184,457 | 175,242 | ||||||||
Lower Extremity Joints and Trauma [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 59,249 | 58,747 | 34,109 | ||||||||
Sports Medicine and Biologics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 14,174 | 14,752 | 15,526 | ||||||||
Total Extremities [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 286,743 | 257,956 | 224,877 | ||||||||
Large Joints and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $58,210 | $53,003 | $52,643 |
Segment_and_Geographic_Data_Su2
Segment and Geographic Data - Summary of Long Lived Tangible Assets Including Instruments and Property Plant and Equipment (Detail) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | |||
Segment Reporting Information [Line Items] | |||
Long-lived tangible assets | $107,550 | $106,549 | $88,545 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived tangible assets | 42,312 | 40,032 | 31,342 |
France [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived tangible assets | 44,503 | 45,909 | 39,764 |
Other International [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived tangible assets | $20,735 | $20,608 | $17,439 |
Leases_Future_Minimum_Rental_C
Leases - Future Minimum Rental Commitments Under Non-cancelable Operating Leases (Detail) | Dec. 28, 2014 | Dec. 28, 2014 |
In Thousands, unless otherwise specified | USD ($) | EUR (€) |
Leases [Abstract] | ||
2015 | $5,761 | |
2016 | 4,662 | |
2017 | 4,109 | |
2018 | 3,531 | |
2019 | 2,246 | |
Thereafter | 5,824 | |
Total | $26,133 | € 4,600 |
Leases_Additional_Information_
Leases - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Future Minimum Lease Payments Under Capital Leases And Operating Leases For Continuing Operations [Line Items] | |||
Total Rent Expense related to Operating Leases | $6.10 | $5.80 | $4.80 |
Machinery and Equipment [Member] | |||
Future Minimum Lease Payments Under Capital Leases And Operating Leases For Continuing Operations [Line Items] | |||
Capital leased assets, Gross | 2.4 | 2.5 | |
Accumulated depreciation | 0.5 | 0.8 | |
Capital leased assets, Net | $1.90 | $1.70 | |
Minimum [Member] | |||
Future Minimum Lease Payments Under Capital Leases And Operating Leases For Continuing Operations [Line Items] | |||
Operating leases maturity dates | 2015 | ||
Maximum [Member] | |||
Future Minimum Lease Payments Under Capital Leases And Operating Leases For Continuing Operations [Line Items] | |||
Operating leases maturity dates | 2024 |
Leases_Future_Lease_Payments_U
Leases - Future Lease Payments Under Capital Leases (Detail) (USD $) | Dec. 28, 2014 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | |
2015 | $491 |
2016 | 367 |
2017 | 331 |
2018 | 277 |
2019 | 144 |
Total minimum lease payments | 1,610 |
Less amount representing interest | -13 |
Present value of minimum lease payments | 1,597 |
Current portion | -428 |
Long-term portion | $1,169 |
Certain_Relationships_and_Rela1
Certain Relationships and Related-Party Transactions - Additional Information (Detail) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||
Jul. 29, 2008 | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jul. 29, 2008 | Dec. 28, 2014 | Dec. 29, 2007 | Dec. 28, 2014 | Aug. 18, 2012 | Dec. 28, 2014 | Aug. 18, 2012 | Dec. 28, 2014 | Jul. 29, 2008 | Dec. 28, 2014 | Jul. 29, 2008 | Sep. 03, 2008 | Dec. 28, 2014 | Jul. 29, 2008 | Jul. 29, 2008 | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 28, 2014 | |
EUR (€) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | Mr. Tornier [Member] | Mr. Tornier [Member] | Mr. Tornier [Member] | Animus SCI [Member] | Animus SCI [Member] | Balux SCI [Member] | Balux SCI [Member] | SCI Calyx [Member] | SCI Calyx [Member] | SCI Calyx [Member] | SCI Calyx [Member] | SCI Calyx [Member] | SCI Calyx [Member] | SCI Calyx [Member] | SCI Calyx [Member] | SCI Calyx [Member] | Manufacturing Facility [Member] | Office Space [Member] | |
USD ($) | Tornier SAS [Member] | Tornier SAS [Member] | Tornier SAS [Member] | Tornier SAS [Member] | EUR (€) | EUR (€) | USD ($) | EUR (€) | Tornier SAS [Member] | Tornier SAS [Member] | Tornier SAS [Member] | Mr. Tornier [Member] | Mr. Tornier [Member] | Balux SCI [Member] | Mr. Tornier [Member] | Mr. Tornier [Member] | ||||||||
EUR (€) | EUR (€) | EUR (€) | EUR (€) | USD ($) | USD ($) | USD ($) | Animus SCI [Member] | sqft | sqft | |||||||||||||||
EUR (€) | ||||||||||||||||||||||||
Schedule of Other Related Party Transactions [Line Items] | ||||||||||||||||||||||||
Area of leased property | 55,000 | 52,000 | ||||||||||||||||||||||
Annual lease payments | $1,200,000 | $1,100,000 | $1,600,000 | |||||||||||||||||||||
Date of formation | 29-Jul-08 | |||||||||||||||||||||||
Percentage of ownership held by non controlling owners | 49.00% | |||||||||||||||||||||||
Percentage of ownership held for subsidiary entity | 51.00% | |||||||||||||||||||||||
Initial Capital | 10,000 | |||||||||||||||||||||||
Percentage of capital contributions | 51.00% | 49.00% | ||||||||||||||||||||||
Manufacturing and office facility acquired | 6,100,000 | |||||||||||||||||||||||
Mortgage borrowings on real estate purchase | 4,100,000 | |||||||||||||||||||||||
Loan from share holders | 2,000,000 | 2,000,000 | 1,000,000 | 1,000,000 | 1,400,000 | |||||||||||||||||||
Annual interest rate on note issued | Three-month Euro Libor rate plus 0.5% | |||||||||||||||||||||||
Interest rate | 0.50% | |||||||||||||||||||||||
Lease agreement date | 3-Sep-08 | |||||||||||||||||||||||
Lease expiring date | 2022 | 2018 | ||||||||||||||||||||||
Annual rent payment | 440,000 | 959,712 | 28,500 | 14,602 | 279,506 | 293,034 | 252,254 | 560,756 | ||||||||||||||||
Future minimum payments under lease agreement | 26,133,000 | 4,600,000 | 8,100,000 | |||||||||||||||||||||
Related-party debt outstanding | $2,200,000 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based awards authorized under the Tornier NV 2010 Incentive Plan | 7,700,000 | |||
Service period | 4 years | |||
Expiration period of stock units awards | 10 years | |||
Total compensation expense | $9,701,000 | $8,300,000 | $6,830,000 | |
Expense related to non-employee options | 200,000 | 300,000 | 300,000 | |
Additional expense recognized due to change in estimate | 1,600,000 | |||
Capitalized cost | 400,000 | 400,000 | ||
Weighted average fair value per share | $9.83 | $8.95 | $8.55 | |
Total unrecognized compensation cost | 8,200,000 | |||
Weighted-average service period | 1 year 4 months 24 days | |||
Shares reserved for future compensation grants | 1,600,000 | 2,500,000 | ||
Exercise prices per share for options outstanding range | $22.48 | $19.89 | $18.23 | $18.32 |
Non-employee options exercisable | 103,208 | |||
Non-employee options exercised | 40,453 | |||
Non-employee option forfeited | 1,750 | |||
Restricted stock unit, Granted | 364,000 | 323,000 | 305,000 | |
Non Employee Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period of stock units awards | 10 years | |||
Granted options to purchase ordinary shares | 0 | 0 | 0 | |
Employee and Non Employee Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation expense | 4,500,000 | 5,300,000 | 5,000,000 | |
Performance Accelerated Restricted Stock Units (PARS) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value per share | $19.24 | |||
Vesting period of stock units awards | 3 years 4 months 24 days | |||
Restricted stock unit, Granted | 100,000 | |||
Performance Accelerated Restricted Stock Units (PARS) [Member] | Performance Based Restricted Stock Units Vesting After Two Years [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Graded service-based vesting rate of stock units | 50.00% | |||
Performance Accelerated Restricted Stock Units (PARS) [Member] | Performance Based Restricted Stock Units Vesting After Third Year [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Graded service-based vesting rate of stock units | 25.00% | |||
Performance Accelerated Restricted Stock Units (PARS) [Member] | Performance Based Restricted Stock Units Vesting After Fourth Year [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Graded service-based vesting rate of stock units | 25.00% | |||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation expense | 5,200,000 | 3,000,000 | 1,800,000 | |
Vesting period of stock units awards | 4 years | |||
Fair value of RSUs vested | $4,700,000 | $1,600,000 | $1,100,000 | |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise prices per share for options outstanding range | $13.39 | $27.31 | ||
Minimum [Member] | Non Employee Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of stock units awards | 2 years | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise prices per share for options outstanding range | $13.39 | $27.31 | ||
Maximum [Member] | Non Employee Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of stock units awards | 4 years |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Allocation of Share-Based Compensation (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | $9,701 | $8,300 | $6,830 |
Cost of Goods Sold [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | 691 | 658 | 864 |
Selling, General and Administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | 8,231 | 6,955 | 5,477 |
Research and Development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | $779 | $687 | $489 |
ShareBased_Compensation_ShareB
Share-Based Compensation - Share-Based Compensation Weighted-Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate | 1.90% | 1.70% | 0.90% |
Expected life in years | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected volatility | 45.10% | 46.60% | 48.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Employee Stock Option Activity (Detail) (USD $) | 12 Months Ended | |||
In Millions, except Share data in Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Ordinary shares outstanding, beginning balance | 2,428 | 3,782 | 3,896 | |
Weighted-average exercise price outstanding, beginning balance | $19.89 | $18.23 | $18.32 | |
Ordinary shares, Granted | 522 | 643 | 626 | |
Ordinary shares, Exercised | -197 | -1,454 | -426 | |
Ordinary shares, Forfeited or expired | -216 | -543 | -314 | |
Ordinary shares outstanding, ending balance | 2,537 | 2,428 | 3,782 | 3,896 |
Ordinary shares outstanding exercisable at period end | 1,408 | |||
Weighted-average exercise price, Granted | $21.58 | $19.32 | $18.45 | |
Weighted-average exercise price, Exercised | $16.16 | $14.38 | $16.56 | |
Weighted-average exercise price, Forfeited or Expired | $21.19 | $22.51 | $22.33 | |
Weighted-average exercise price outstanding, ending balance | $22.48 | $19.89 | $18.23 | $18.32 |
Weighted-average exercise price, exercisable at period end | $20.57 | |||
Aggregate intrinsic value outstanding, beginning balance | ($3.90) | ($7.30) | ($3.80) | |
Weighted-average remaining contractual life outstanding | 7 years 3 months 18 days | 7 years 6 months | 6 years 4 months 24 days | 6 years 10 months 24 days |
Aggregate intrinsic value outstanding,Exercised | -1.2 | -2 | -0.9 | |
Weighted-average remaining contractual life exercisable at period end | 6 years | |||
Aggregate intrinsic value outstanding, ending balance | 12.7 | -3.9 | -7.3 | -3.8 |
Aggregate intrinsic value, exercisable at period end | $7 |
Share_Based_Compensation_Summa
Share Based Compensation - Summary of Activities Related to Restricted Stock Units (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Restricted stock unit outstanding, beginning balance | 573 | 422 | 207 |
Restricted stock unit, Granted | 364 | 323 | 305 |
Restricted stock unit, Vested | -240 | -97 | -55 |
Restricted stock unit, Cancelled | -60 | -75 | -35 |
Restricted stock unit outstanding, ending balance | 637 | 573 | 422 |
Weighted-average grant date fair value outstanding, beginning balance | $19.54 | $20.57 | $25.10 |
Weighted-average grant date fair value, Granted | $20.87 | $19.25 | $18.51 |
Weighted-average grant date fair value, Vested | $19.77 | $16.40 | $20.21 |
Weighted-average grant date fair value, Cancelled | $19.18 | $22.03 | $24.01 |
Weighted-average grant date fair value outstanding, ending balance | $20.23 | $19.54 | $20.57 |
Special_Charges_Schedule_of_Sp
Special Charges - Schedule of Special Charges (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Special Charges [Line Items] | |||||||||||
Restructuring charges | $6,357 | ||||||||||
Acquisition, integration and distributor transition costs | 2,996 | 7,143 | 4,920 | ||||||||
Proposed merger-related charges | 4,819 | ||||||||||
Reduction in contingent consideration liability | -5,388 | -5,140 | |||||||||
Legal settlements | 1,214 | ||||||||||
Italy bad debt expense | 2,001 | ||||||||||
Management exit costs | 1,229 | ||||||||||
Intangible asset impairments | 4,737 | ||||||||||
Other | 325 | ||||||||||
Total | 5,473 | -4,366 | 686 | 2,686 | 2,729 | -3,918 | 3,408 | 1,519 | 4,479 | 3,738 | 19,244 |
OrthoHelix [Member] | |||||||||||
Special Charges [Line Items] | |||||||||||
Restructuring charges | 1,727 | 521 | |||||||||
Reduction in contingent consideration liability | $5,400 | $5,100 |
Special_Charges_Additional_Inf
Special Charges - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Special Charges [Line Items] | |||
Acquisition and Integration cost | $7,100,000 | $3,500,000 | |
Gain recognized on reversal of contingent consideration related to acquisition | -5,388,000 | -5,140,000 | |
Legal charges | 1,200,000 | ||
Facilities consolidation initiative costs | 6,357,000 | ||
Intangible impairment | 4,737,000 | ||
Bad debt expense | 2,001,000 | ||
Termination costs | 1,400,000 | ||
Management exit costs | 1,229,000 | ||
Chief Executive Officer and Chief Financial Officer [Member] | |||
Special Charges [Line Items] | |||
Management exit costs | 1,200,000 | ||
OrthoHelix [Member] | |||
Special Charges [Line Items] | |||
Acquisition and Integration cost | 3,000,000 | ||
Gain recognized on reversal of contingent consideration related to acquisition | 5,400,000 | 5,100,000 | |
Restructuring costs | 1,700,000 | ||
Facilities consolidation initiative costs | 1,727,000 | 521,000 | |
Employee termination benefits include severance and related retention | 700,000 | ||
OrthoHelix [Member] | Moving, Professional Fees and Other Initiative-Related Expenses [Member] | |||
Special Charges [Line Items] | |||
Facilities consolidation initiative costs | 1,000,000 | ||
Wright [Member] | |||
Special Charges [Line Items] | |||
Merger related expenses | $4,800,000 |
Special_Charges_Activity_in_Re
Special Charges - Activity in Restructuring Accrual (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 30, 2012 | Dec. 28, 2014 | Dec. 29, 2013 |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $6,357 | ||
OrthoHelix Restructuring Initiative [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
OrthoHelix restructuring accrual, beginning balance | 381 | ||
Restructuring charges | 1,727 | 381 | |
Payments for restructuring | -1,982 | ||
OrthoHelix restructuring initiative accrual, ending balance | 126 | 381 | |
OrthoHelix Restructuring Initiative [Member] | Employee Termination Benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 688 | 381 | |
Payments for restructuring | -945 | ||
OrthoHelix Restructuring Initiative [Member] | Moving, Professional Fees and Other Initiative-Related Expenses [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,039 | ||
Payments for restructuring | ($1,037) |
Selected_Quarterly_Information2
Selected Quarterly Information - Summary of Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $92,403 | $76,675 | $86,850 | $89,025 | $83,392 | $66,747 | $78,135 | $82,685 | $344,953 | $310,959 | $277,520 |
Cost of goods sold | 21,763 | 18,010 | 21,227 | 22,464 | 21,267 | 18,972 | 22,309 | 23,624 | 83,464 | 86,172 | 81,918 |
Gross profit | 70,640 | 58,665 | 65,623 | 66,561 | 62,125 | 47,775 | 55,826 | 59,061 | 261,489 | 224,787 | 195,602 |
Operating expenses: | |||||||||||
Selling, general and administrative | 58,679 | 57,127 | 62,504 | 58,848 | 56,451 | 46,797 | 51,467 | 52,136 | 237,158 | 206,851 | 170,447 |
Research and development | 6,294 | 6,055 | 6,068 | 5,722 | 5,997 | 4,665 | 5,543 | 6,182 | 24,139 | 22,387 | 22,524 |
Amortization of intangible assets | 4,207 | 4,274 | 4,320 | 4,334 | 4,288 | 3,976 | 3,784 | 3,837 | 17,135 | 15,885 | 11,721 |
Special charges | 5,473 | -4,366 | 686 | 2,686 | 2,729 | -3,918 | 3,408 | 1,519 | 4,479 | 3,738 | 19,244 |
Total operating expenses | 74,653 | 63,090 | 73,578 | 71,590 | 69,465 | 51,520 | 64,202 | 63,674 | 282,911 | 248,861 | 223,936 |
Operating loss | -4,013 | -4,425 | -7,955 | -5,029 | -7,340 | -3,745 | -8,376 | -4,613 | -21,422 | -24,074 | -28,334 |
Consolidated net loss | ($8,468) | ($5,321) | ($10,448) | ($5,237) | ($10,699) | ($6,292) | ($12,537) | ($6,898) | ($29,471) | ($36,426) | ($21,744) |
Net loss per share: | |||||||||||
Basic and diluted | ($0.17) | ($0.11) | ($0.21) | ($0.11) | ($0.22) | ($0.13) | ($0.28) | ($0.17) | ($0.60) | ($0.79) | ($0.54) |
Selected_Quarterly_Information3
Selected Quarterly Information - Additional Information (Detail) (USD $) | 3 Months Ended | |||||||
In Millions, unless otherwise specified | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 |
Interim Reporting [Line Items] | ||||||||
Loss on extinguishment of debt | $2.70 | ($3.90) | $3.40 | $1.50 | ||||
Gain recognized on reversal of contingent consideration | 0.5 | 1.8 | 1.9 | 1.8 | ||||
Wright [Member] | ||||||||
Interim Reporting [Line Items] | ||||||||
Loss on extinguishment of debt | $5.50 | ($4.40) | $0.70 | $2.70 |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts (Detail) (Allowance for Doubtful Accounts [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning balance | ($5,080) | ($4,846) | ($2,486) |
Additions charged to costs and expenses | -1,630 | -1,220 | -2,355 |
Uncollectible amounts written off, net of recoveries | 477 | 1,208 | 87 |
Effect of changes in foreign exchange rates | 454 | -222 | -92 |
Ending balance | ($5,779) | ($5,080) | ($4,846) |