WMGI 9.30.2014 10Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
T
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-35823
WRIGHT MEDICAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
13-4088127
(State or Other Jurisdiction
 
(IRS Employer
of Incorporation or Organization)
 
Identification Number)
 
 
 
1023 Cherry Road
 
 
Memphis, Tennessee
 
38117
(Address of Principal Executive Offices)
 
(Zip Code)

(901) 867-9971
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer T
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
 
 
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes T No

As of October 29, 2014, there were 51,069,847 shares of common stock outstanding.
 

Table of Contents

WRIGHT MEDICAL GROUP, INC.

TABLE OF CONTENTS

 
Page Number
 
 
 
 
 
 
 
 
 
 
 
 

 EX-10.97
 EX-10.98
 EX-10.99
 EX-10.100
 EX-10.101
 EX-31.1
 EX-31.2
 EX-32
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

Table of Contents

SAFE-HARBOR STATEMENT
Table of Contents
This Quarterly Report may contain “forward-looking statements” as defined under U.S. federal securities laws. These statements reflect management's current knowledge, assumptions, beliefs, estimates, and expectations and express management's current view of future performance, results, and trends. Forward-looking statements may be identified by their use of terms such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will, and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements. The reader should not place undue reliance on forward-looking statements. Such statements are made as of the date of this Quarterly Report, and we undertake no obligation to update such statements after this date. Risks and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements are discussed in our filings with the Securities and Exchange Commission (including in our Annual Report on Form 10-K for the year ended December 31, 2013 and in our Quarterly Reports on Form 10-Q, including this Quarterly Report for the quarter ended September 30, 2014, in each case under the heading “Risk Factors” and elsewhere in such filings). By way of example and without implied limitation, such risks and uncertainties include:

•
future actions of the SEC, the United States Attorney's office, the FDA, the Department of Health and Human Services or other U.S. or foreign government authorities, including those resulting from increased scrutiny under the Foreign Corrupt Practices Act and similar laws, that could delay, limit or suspend our development, manufacturing, commercialization and sale of products, or result in seizures, injunctions, monetary sanctions or criminal or civil liabilities;
•
completion of our proposed combination with Tornier is subject to several closing conditions, the failure of which could delay or prevent completion or reduce anticipated benefits;
•
cash costs associated with our proposed business combination with Tornier may negatively impact our financial condition, operating results, and cash flow;
•
the proposed merger with Tornier may not achieve the intended benefits or may disrupt our operations;
•
continued liability for product liability claims on OrthoRecon products sold prior to the divestiture of our OrthoRecon business or for post-market regulatory obligations on such products;
•
disruptions resulting from loss of personnel, systems and infrastructure changes and transition services arrangements in connection with our OrthoRecon divestiture;
•
failure to realize the anticipated benefits from our acquisitions or from the divestiture of our OrthoRecon business;
•
adverse outcomes in existing product liability litigation;
•
new product liability claims;
•
inadequate insurance coverage;
•
copycat claims against our modular hip systems resulting from a competitor's recall of its modular hip product;
•
failure or delay in obtaining FDA approval of Augment® Bone Graft for commercial sale in the United States;
•
challenges to our intellectual property rights or inability to defend our products against the intellectual property rights of others;
•
loss of key suppliers;
•
failures of, interruptions to, or unauthorized tampering with our information technology systems;
•
failure or delay in obtaining FDA or other regulatory approvals for our products;
•
any actual or alleged breach of the Corporate Integrity Agreement to which we are subject through September 2015, which could expose us to significant liability, including exclusion from Medicare, Medicaid and other federal healthcare programs, potential criminal prosecution, and civil and criminal fines or penalties;
•
the potentially negative effect of our ongoing compliance enhancements on our relationships with customers and on our ability to deliver timely and effective medical education, clinical studies, and new products;
•
the possibility of private securities litigation or shareholder derivative suits;
•
insufficient demand for and market acceptance of our new and existing products;
•
recently enacted healthcare laws and changes in product reimbursements, which could generate downward pressure on our product pricing;
•
potentially burdensome tax measures;
•
lack of suitable business development opportunities;
•
inability to capitalize on business development opportunities;
•
product quality or patient safety issues;
•
geographic and product mix impact on our sales;
•
inability to retain key sales representatives, independent distributors and other personnel or to attract new talent;
•
inventory reductions or fluctuations in buying patterns by wholesalers or distributors; and
•
the negative impact of the commercial and credit environment on us, our customers and our suppliers.


Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited).

WRIGHT MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(unaudited)

 
September 30,
2014
 
December 31,
2013
Assets:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
273,031

 
$
168,534

Marketable securities
3,146

 
6,898

Accounts receivable, net
56,706

 
45,817

Inventories
85,446

 
72,443

Prepaid expenses
12,178

 
6,508

Deferred income taxes
2,559

 
10,749

Other current assets
56,669

 
52,351

Current assets held for sale (Note 3)
—

 
142,015

Total current assets
489,735

 
505,315

Property, plant and equipment, net
95,276

 
70,515

Goodwill
192,902

 
118,263

Intangible assets, net
68,401

 
39,420

Marketable securities
—

 
7,650

Deferred income taxes
549

 
1,632

Other assets
119,838

 
132,213

Other assets held for sale (Note 3)
—

 
132,443

Total assets
$
966,701

 
$
1,007,451

Liabilities and Stockholders’ Equity:
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
22,601

 
$
3,913

Accrued expenses and other current liabilities
131,387

 
80,117

Current portion of long-term obligations
4,482

 
4,174

Current liabilities held for sale (Note 3)
—

 
31,221

Total current liabilities
158,470

 
119,425

Long-term debt and capital lease obligations
278,427

 
271,227

Deferred income taxes
14,060

 
20,620

Other liabilities
132,837

 
135,066

Other liabilities held for sale (Note 3)
—

 
1,399

Total liabilities
583,794

 
547,737

Commitments and contingencies (Note 12)

 

Stockholders’ equity:
 
 
 
Common stock, $.01 par value, authorized: 100,000,000 shares; issued and outstanding: 50,844,255 shares at September 30, 2014 and 47,993,765 shares at December 31, 2013
504

 
473

Additional paid-in capital
737,732

 
656,770

Accumulated other comprehensive income
8,603

 
17,953

Accumulated deficit

(363,932
)
 
(215,482
)
Total stockholders’ equity
382,907

 
459,714

Total liabilities and stockholders’ equity
$
966,701

 
$
1,007,451


The accompanying notes are an integral part of these condensed consolidated financial statements.

1
Table of Contents

WRIGHT MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Net sales
$
71,307

 
$
57,641

 
$
214,733

 
$
174,506

Cost of sales 1
16,703

 
14,037

 
54,126

 
42,298

Gross profit
54,604

 
43,604

 
160,607

 
132,208

Operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative 1
66,926

 
63,054

 
207,629

 
164,306

Research and development 1
5,948

 
5,518

 
18,603

 
14,893

Amortization of intangible assets
2,379

 
1,342

 
7,241

 
5,726

BioMimetic impairment charges
—

 
206,249

 
—

 
206,249

Total operating expenses
75,253

 
276,163

 
233,473

 
391,174

Operating loss
(20,649
)
 
(232,559
)
 
(72,866
)
 
(258,966
)
Interest expense, net
4,565

 
4,044

 
12,873

 
11,979

Other expense (income), net
21,430

 
(64,019
)
 
54,986

 
(65,291
)
Net loss from continuing operations before income taxes
(46,644
)
 
(172,584
)
 
(140,725
)
 
(205,654
)
 Provision (benefit) for income taxes
3,003

 
(48,084
)
 
(7,197
)
 
(60,697
)
Net loss from continuing operations
$
(49,647
)
 
$
(124,500
)
 
$
(133,528
)
 
$
(144,957
)
(Loss) income from discontinued operations, net tax 1 (Note 3)
(12,160
)
 
(5,520
)
 
(14,925
)
 
6,041

Net loss
$
(61,807
)
 
$
(130,020
)
 
$
(148,453
)
 
$
(138,916
)
Net loss from continuing operations per share (Note11):
 
 
 
 
 
 
 
Basic
$
(0.99
)
 
$
(2.68
)
 
$
(2.70
)
 
$
(3.24
)
Diluted
$
(0.99
)
 
$
(2.68
)
 
$
(2.70
)
 
$
(3.24
)
Net loss per share (Note11):
 
 
 
 
 
 
 
Basic
$
(1.24
)
 
$
(2.80
)
 
$
(3.00
)
 
$
(3.11
)
Diluted
$
(1.24
)
 
$
(2.80
)
 
$
(3.00
)
 
$
(3.11
)
 
 
 
 
 
 
 
 
Weighted-average number of shares outstanding-basic
50,043

 
46,418

 
49,441

 
44,721

Weighted-average number of shares outstanding-diluted
50,043

 
46,418

 
49,441

 
44,721

___________________________
1 
These line items include the following amounts of non-cash, stock-based compensation expense for the periods indicated:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Cost of sales
$
43

 
$
100

 
$
231

 
$
390

Selling, general and administrative
2,522

 
2,357

 
7,932

 
8,504

Research and development
304

 
215

 
805

 
583

Discontinued operations
—

 
837

 
—

 
2,553


The accompanying notes are an integral part of these condensed consolidated financial statements.

2
Table of Contents

WRIGHT MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share data)
(unaudited)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Net loss
$
(61,807
)
 
$
(130,020
)
 
$
(148,453
)
 
$
(138,916
)
 
 
 
 
 
 
 
 
Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
Changes in foreign currency translation
(11,034
)
 
2,818

 
(11,636
)
 
(1,873
)
Reclassification of gain on equity securities, net of taxes of $3,041


 
—

 


 
(4,757
)
Unrealized gain on marketable securities, net of taxes of $1, $12, $1 and $984, respectively
(1
)
 
17

 
2

 
1,540

Reclassification of currency translation adjustment (CTA) write-off to earnings related to liquidation of Japanese subsidiary
—

 
—

 
2,628

 
—

Reclassification of minimum pension liability to earnings
—

 
(8
)
 
(344
)
 
(23
)
Other comprehensive (loss) income
(11,035
)
 
2,827

 
(9,350
)
 
(5,113
)
 
 
 
 
 
 
 
 
Comprehensive loss
$
(72,842
)
 
$
(127,193
)
 
$
(157,803
)
 
$
(144,029
)

The accompanying notes are an integral part of these condensed consolidated financial statements.

3
Table of Contents

WRIGHT MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

 
Nine Months Ended
 
September 30,
 
2014
 
2013
Operating activities:
 
 
 
Net loss
$
(148,453
)
 
$
(138,916
)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 
 
 
Depreciation
13,617

 
26,035

Stock-based compensation expense
8,968

 
12,030

Amortization of intangible assets
7,241

 
7,001

Amortization of deferred financing costs and debt discount
8,162

 
7,651

Deferred income taxes
2,268

 
(35,339
)
Excess tax benefit from stock-based compensation arrangements
(59
)
 
(746
)
Non-cash adjustments to derivative fair value
2,000

 
3,000

Non-cash realized gain on BioMimetic stock
—

 
(7,798
)
BioMimetic goodwill and intangible impairment charge
—

 
203,081

Gain on sale of OrthoRecon business
(24,277
)
 
—

Mark-to-market adjustment for CVRs (Note 1)
51,294

 
(60,310
)
Other
1,537

 
(1,271
)
Changes in assets and liabilities (net of acquisitions and dispositions):
 
 
 
Accounts receivable
(8,475
)
 
4,111

Inventories
(12,472
)
 
4,152

Prepaid expenses and other assets
(13,825
)
 
(40,187
)
Accounts payable
18,594

 
6,610

Accrued expenses and other liabilities
7,728

 
16,617

Net cash (used in) provided by operating activities
(86,152
)
 
5,721

Investing activities:
 
 
 
Capital expenditures
(35,706
)
 
(22,512
)
Acquisition of businesses (Note 2)
(80,556
)
 
(40,407
)
Purchase of intangible assets
(2,761
)
 
(3,273
)
Sales and maturities of available-for-sale marketable securities
11,245

 
22,352

Investment in available-for-sale marketable securities
—

 
(20,719
)
Proceeds from sale of assets
274,687

 
8,500

Net cash provided by (used in) investing activities
166,909

 
(56,059
)
Financing activities:
 
 
 
Issuance of common stock
26,376

 
2,801

Payments of deferred financing and equity issuance costs
—

 
(16
)
Payments of capital leases
(260
)
 
(781
)
Excess tax benefit from stock-based compensation arrangements
59

 
746

Net cash provided by financing activities
26,175

 
2,750

Effect of exchange rates on cash and cash equivalents
(2,636
)
 
21

Net increase (decrease) in cash and cash equivalents
104,296

 
(47,567
)
Cash and cash equivalents, beginning of period
168,735

 
320,360

Cash and cash equivalents, end of period
$
273,031

 
$
272,793


The accompanying notes are an integral part of these condensed consolidated financial statements.

4
Table of Contents

WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1. Summary of Significant Accounting Policies
Basis of Presentation. The unaudited condensed consolidated interim financial statements of Wright Medical Group, Inc. have been prepared in accordance with accounting principles generally accepted (GAAP) in the United States (U.S.) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the U.S. Securities and Exchange Commission (SEC).
In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. Certain prior year amounts have been reclassified to conform with the current year presentation, including amounts related to discontinued operations.
The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our domestic and international subsidiaries, all of which are wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates.
Income Taxes. In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist” (ASU 2013-11). ASU 2013-11 reduces diversity in practice by providing guidance on the presentation of unrecognized tax benefits and is intended to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. We adopted ASU 2013-11 effective January 1, 2014, which resulted in an immaterial balance sheet reclassification to conform to the required “net” presentation.
Fair Value of Financial Instruments. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate the fair values of these financial instruments as of September 30, 2014 and December 31, 2013 due to their short maturities or variable rates.
The remaining outstanding $3.8 million of our 2.625% Convertible Senior Notes maturing on December 1, 2014 (2014 Notes) are carried at cost. The estimated fair value of the 2014 Notes was approximately $3.7 million at September 30, 2014, based on a limited number of trades (Level 1) and does not necessarily represent the value at which the entire 2014 Note portfolio can be retired.
The outstanding $300 million of our 2.00% Convertible Senior Notes maturing in 2017 (2017 Notes) are carried at cost, net of unamortized discount. The estimated fair value of the 2017 Notes was approximately $399.8 million at September 30, 2014, based on a quoted price in an active market (Level 1).
FASB Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, requires fair value measurements be classified and disclosed in one of the following three categories:
Level 1: Financial instruments with unadjusted, quoted prices listed on active market exchanges.
Level 2: Financial instruments determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3: Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.
We use a third-party provider to determine fair values of our available-for-sale debt securities. The third-party provider receives market prices for each marketable security from a variety of industry standard data providers, security master files from large

5
Table of Contents
WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




financial institutions and other third-party sources with reasonable levels of price transparency. The third-party provider uses these multiple prices as inputs into a pricing model to determine a weighted average price for each security. We have controls in place to review the third party provider's qualifications and procedures used to determine fair values and to validate the prices used in their determination of fair value. We classify our investment in U.S. Treasury bills and bonds and corporate equity securities as Level 1 based upon quoted prices in active markets. All other marketable securities are classified as Level 2 based upon the other than quoted prices with observable market data. These include U.S. agency debt securities, certificates of deposit, commercial paper, and corporate debt securities.
During the third quarter of 2012, we issued $300 million of our 2017 Notes, and we have recorded a derivative liability for the conversion feature (2017 Notes Conversion Derivative) of such 2017 Notes. Additionally, we entered into convertible notes hedging transactions (2017 Notes Hedges) in connection with the issuance of our 2017 Notes. The 2017 Notes Hedges and the 2017 Notes Conversion Derivative are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs.
To determine the fair value of the embedded conversion option in the 2017 Notes Conversion Derivative, a binomial lattice model was used. A binomial stock price lattice generates two probable outcomes of stock price - one up and another down. This lattice generates a distribution of stock price at the maturity date. Using this stock price lattice, a conversion option lattice was created where the value of the embedded conversion option was estimated. The conversion option lattice first calculates the possible conversion option values at the maturity date using the distribution of stock price, which equals to the maximum of (x) zero, if stock price is below the strike price, or (y) stock price less the strike price, if the stock price is higher than the strike price. The value of the 2017 Notes Conversion Derivative at the valuation date was estimated using the conversion option values at the maturity date by moving back in time on the lattice. Specifically, at each node, if our 2017 Notes are eligible for early conversion, the value at this node is the maximum of (i) the early conversion value, which is the stock price less the strike price, and (ii) the discounted and probability-weighted value from the two probable outcomes in the future. If our 2017 Notes are not eligible for early conversion, the value of the conversion option at this node equals to (ii). In the conversion option lattice, credit adjustment was applied in the model as the embedded conversion option is settled with cash instead of shares.

To estimate the fair value of the 2017 Notes Hedges, we used the Black-Scholes formula combined with credit adjustments, as the bank counterparties have credit risk and the call options are cash settled. We assumed that the call options will be exercised at the maturity since our common stock does not pay any dividends and management does not expect to declare dividends in the near term.

The following assumptions were used in the fair market valuations of the 2017 Notes Conversion Derivative and 2017 Notes Hedges as of September 30, 2014:
 
2017 Notes Conversion Derivative
2017 Notes Hedge
Stock Price Volatility (1)
35
%
35
%
Credit Spread for Wright (2)
1.8
%
N/A

Credit Spread for Bank of America, N.A. (3)
N/A

0.5
%
Credit Spread for Deutsche Bank AG (3)
N/A

0.5
%
Credit Spread for Wells Fargo Securities, LLC (3)
N/A

0.3
%

(1)
Volatility selected based on historical and implied volatility of common shares of Wright Medical Group, Inc.
(2)
Credit spread was estimated based on BVAL price from Bloomberg as of valuation date.
(3)
Credit spread of each bank is estimated using CDS curves. Source: Bloomberg.
As part of the acquisitions of EZ Concepts Surgical Device Corporation, d/b/a EZ FrameTM and CCI® Evolution Mobile Bearing Total Ankle Replacement system (CCI acquisition), completed in 2010 and 2011, respectively, we have recorded $0.3 million of contingent liabilities for potential future cash payments related to these transactions as of September 30, 2014. The fair value of the contingent consideration associated with each of the acquisitions noted above as of September 30, 2014, was determined using a discounted cash flow model and probability adjusted estimates of the future earnings and is classified in Level 3. Changes in the fair value of contingent consideration are recorded in "Other expense (income), net" in our condensed consolidated statements of operations.
As part of the acquisition of WG Healthcare in 2013, we have recorded contingent consideration of approximately $2.8 million as of September 30, 2014. The fair value of the contingent consideration associated with this acquisition as of September 30, 2014,

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




was determined using a discounted cash flow model, utilizing a 12% discount rate and probability adjusted estimates of the future earnings and is classified in Level 3. For the three months ended September 30, 2014, the change in the value of the contingent consideration resulted in $1.7 million of expense, which was recorded in Other expense (income), net in the condensed consolidated statements of operations.
On March 1, 2013, as part of the acquisition of BioMimetic Therapeutics, Inc. (BioMimetic), we issued Contingent Value Rights (CVRs) as part of the merger consideration. Each CVR entitles its holder to receive additional cash payments of up to $6.50 per share, which are payable upon receipt of FDA approval of Augment® Bone Graft and upon achieving certain revenue milestones. The fair value of the CVRs outstanding at September 30, 2014 of $60.3 million was determined using the closing price of the security in the active market (Level 1). For the three and nine months ended September 30, 2014, the change in the value of the CVR resulted in an $18.5 million and $51.3 million of expense, which was recorded in Other expense (income) in the condensed consolidated statements of operations.
The following table summarizes the valuation of our financial instruments measured at fair value on a recurring basis (in thousands):
 
Total
Quoted Prices
in Active
Markets
(Level 1)
Prices with
Other
Observable
Inputs
(Level 2)
Prices with
Unobservable
Inputs
(Level 3)
At September 30, 2014
 
 
 
 
Assets
 
 
 
 
Cash and cash equivalents
$
273,031

$
273,031

$
—

$
—

Available-for-sale marketable securities
 
 
 
 
Corporate debt securities
1,117

—

1,117

—

U.S. government debt securities
2,029

2,029

—

—

Total available-for-sale marketable securities
3,146

2,029

1,117

—

 
 
 
 
 
2017 Notes Hedges
112,000

—

—

112,000

 
 
 
 
 
 Total
$
388,177

$
275,060

$
1,117

$
112,000

 
 
 
 
 
Liabilities
 
 
 
 
2017 Notes Conversion Derivative
$
108,000

$
—

$
—

$
108,000

Contingent consideration
3,019

—

—

3,019

Contingent consideration (CVR)
60,263

60,263

—

—

 
 
 
 
 
 Total
$
171,282

$
60,263

$
—

$
111,019


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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




 
Total
Quoted Prices
in Active
Markets
(Level 1)
Prices with
Other
Observable
Inputs
(Level 2)
Prices with
Unobservable
Inputs
(Level 3)
At December 31, 2013
 
 
 
 
Assets
 
 
 
 
Cash and cash equivalents
$
168,534

$
168,534

$
—

$
—

Available-for-sale marketable securities
 
 
 
 
U.S. agency debt securities
$
4,998

$
—

$
4,998

$
—

Certificate of deposit
245

—

245

—

Corporate debt securities
5,188

—

5,188

—

U.S. Government debt securities
4,117

4,117

—

—

Total available-for-sale marketable securities
14,548

4,117

10,431

—

 
 
 
 
 
2017 Notes Hedges
118,000

—

—

118,000

 
 
 
 
 
 Total
$
301,082

$
172,651

$
10,431

$
118,000

 
 
 
 
 
Liabilities
 
 
 
 
2017 Notes Conversion Derivative
$
112,000

$
—

$
—

$
112,000

Contingent consideration
6,237

—

—

6,237

Contingent consideration (CVR)
$
8,969

8,969

$
—

$
—

 Total
$
127,206

$
8,969

$
—

$
118,237

On October 27, 2014, we announced that we had received an Approvable Letter from the U.S. Food and Drug Administration (FDA) for our Premarket Approval Application (PMA) for Augment® Bone Graft. Following this announcement, the fair value of the CVR's increased significantly and traded at an average value of approximately $125 million in the four days following announcement. Approximately $98 million of the liability associated with the CVR's will be payable shortly after receipt of final approval from the FDA for Augment® bone graft.

The following is a roll forward of our assets and liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3):
 
 
Balance at December 31, 2013
Transfers into Level 3
Gain/(Losses) included in Earnings
Currency
Settlements
Acquisition Measurement Period Adjustment
Balance at September 30, 2014
 
 
 
 
 
 
 
 
 
2017 Notes Hedges
 
$
118,000

—

(6,000
)
—

—

—

$
112,000

 
 
 
 
 
 
 
 
 
2017 Notes Conversion Derivative
 
$
(112,000
)
—

4,000

—

—

—

$
(108,000
)
 
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
(6,236
)
—

(1,975
)
391

840

3,961

$
(3,019
)


2. Acquisitions
Solana Surgical, LLC
On January 30, 2014, we acquired 100% of the outstanding equity of Solana Surgical, LLC (Solana), a privately held Memphis, Tennessee orthopaedic company, for approximately $48.0 million in cash and $41.4 million of our common stock. The transaction enables us to add Solana's complementary extremity product portfolio to further accelerate growth opportunities in our global extremities business. The operating results from this acquisition are included in the condensed consolidated financial statements from the acquisition date.

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill. The following is a summary of the estimated fair values of the assets acquired (in thousands):
Cash and cash equivalents
 
$
416

Accounts receivable
 
2,366

Inventory
 
2,244

Prepaid and other current assets
 
372

Property, plant and equipment
 
360

Intangible assets
 
21,584

Accounts payable and accrued liabilities
 
(2,196
)
Total net assets acquired
 
$
25,146

 
 
 
Goodwill
 
64,326

 
 
 
Total purchase consideration
 
$
89,472

The purchase price allocation was adjusted in the second quarter of 2014 for the finalization of the valuation of the acquired intangible assets. Intangible assets decreased $0.5 million during the second quarter of 2014. During the third quarter of 2014 the purchase price allocation was adjusted to record certain tax related liabilities existing at the date of acquisition. Accrued liabilities increased $0.2 million during the third quarter of 2014.
The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of Solana. The goodwill is expected to be deductible for tax purposes.
Of the $21.6 million of acquired intangible assets, $11.7 million was assigned to purchased technology (10 year life), $9.3 million was assigned to customer relationships (12 year life), and $0.6 million was assigned to trademarks (2 year life).
The acquired business contributed revenues of $9.7 million and operating income of $0.4 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through September 30, 2014.
Our consolidated results of operations would not have been materially different than reported results had the Solana acquisition occurred at the beginning of 2013 and therefore, pro forma financial information has not been presented.
OrthoPro, L.L.C.
On February 5, 2014, we acquired 100% of the outstanding equity of OrthoPro, a privately held Salt Lake City, Utah orthopaedic company, for approximately $32.5 million in cash at closing. The transaction enables us to add OrthoPro's complementary extremity product portfolio to further accelerate growth opportunities in our global extremities business. The operating results from this acquisition are included in the condensed consolidated financial statements from the acquisition date.
During the quarter ended June 30, 2014, we finalized the calculation of the acquisition date fair value of contingent consideration, which was reduced by $2.9 million at that time.
The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill. The following is a summary of the estimated fair values of the assets acquired (in thousands):

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




Cash and cash equivalents
 
$
98

Accounts receivable
 
1,308

Inventory
 
2,156

Prepaid and other current assets
 
49

Property, plant and equipment
 
1,801

Intangible assets
 
7,772

Accounts payable and accrued liabilities
 
(949
)
Total net assets acquired
 
$
12,235

 
 
 
Goodwill
 
20,801

 
 
 
Total purchase consideration
 
$
33,036

The purchase price allocation was adjusted in the second quarter of 2014 for the finalization of the valuation of acquired intangible assets. Intangible assets decreased $1.8 million during the second quarter of 2014. The purchase price allocation was adjusted in the third quarter of 2014 to record certain tax related liabilities that existed at the date of acquisition. Accrued liabilities increased $0.4 million during the third quarter of 2014.
The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of OrthoPro. The goodwill is expected to be deductible for tax purposes.
Of the $7.8 million of acquired intangible assets, $4.2 million was assigned to customer relationships (12 year life), $3.4 million was assigned to purchased technology (10 year life), and $0.2 million was assigned to trademarks (2 year life).
The acquired business contributed revenues of $5.1 million and operating income of $0.2 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through September 30, 2014.
Our consolidated results of operations would not have been materially different than reported results had the OrthoPro acquisition occurred at the beginning of 2013 and therefore, pro forma financial information has not been presented.

Biotech International
On November 15, 2013, we acquired 100% of the outstanding equity of Biotech, a leading, privately held French orthopaedic extremities company, for approximately $55.0 million in cash and $21.0 million of our common stock. All of our common stock issued in connection with the transaction is subject to a lockup period of one year. The transaction significantly expands our direct sales channel in France and international distribution network and adds Biotech’s complementary extremity product portfolio to further accelerate growth opportunities in our global extremities business. The operating results from this acquisition are included in the condensed consolidated financial statements from the acquisition date.

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




The acquisition was recorded by allocating the costs of the assets and liabilities acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the net assets and liabilities acquired is recorded as goodwill. The following is a summary of the estimated fair values of the assets acquired (in thousands):
Cash and cash equivalents
 
$
252

Accounts receivable
 
5,400

Inventory
 
5,814

Prepaid and other current assets
 
303

Property, plant and equipment
 
2,573

Intangible assets
 
17,800

Accounts payable and accrued liabilities
 
(2,552
)
Deferred tax liability - current
 
(52
)
Deferred tax liability - noncurrent
 
(4,705
)
       Net assets acquired
 
$
24,833

 
 
 
Goodwill
 
51,204

 
 
 
Total purchase consideration
 
$
76,037

The purchase price allocation was adjusted in the first quarter of 2014 to the preliminary valuation of acquired intangible assets. Intangible assets, net of tax, increased $1.5 million during the first quarter of 2014. The purchase price allocation was adjusted in the third quarter of 2014 to record $0.5 million of tax related liabilities that existed as of the date of acquisition, and to reduce the acquisition date fair value of contingent consideration by $4.2 million. These adjustments were not considered material to previously reported balances and, accordingly, such balances have not been updated.
The goodwill is attributable to the workforce of the acquired business and strategic opportunities that arose from the acquisition of Biotech. The goodwill is not expected to be deductible for tax purposes.
Of the estimated $17.8 million of acquired intangible assets, $10.1 million was assigned to customer relationships (12 year life), $7.1 million was assigned to purchased technology (10 year life), and $0.6 million was assigned to trademarks (2 year life).
The acquired business contributed revenues of $10.5 million and operating loss of $3.7 million, which excludes transaction and transition costs, to our consolidated results during 2014. Our consolidated results of operations would not have been materially different than reported results had the Biotech acquisition occurred at the beginning of 2013 and therefore, pro forma financial information has not been presented.

3. Discontinued Operations
On January 9, 2014, pursuant to the previously disclosed Asset Purchase Agreement, dated as of June 18, 2013 (the Purchase Agreement), by and among us, MicroPort Scientific Corporation, a corporation formed under the laws of the Cayman Islands (MicroPort), and MicroPort Medical B.V., a besloten vennootschap formed under the laws of the Netherlands, we completed our divesture and sale of our business operations operating under the OrthoRecon operating segment (the OrthoRecon Business) to MicroPort. Pursuant to the terms of the Purchase Agreement, the purchase price (as defined in the Purchase Agreement) for the OrthoRecon Business was approximately $285 million (including an estimated working capital adjustment), which MicroPort paid in cash. As a result of the transaction, we recognized approximately $24.3 million as the gain on disposal of the OrthoRecon business, before the effect of income taxes.

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All current and historical operating results for the OrthoRecon segment are reflected within discontinued operations in the condensed consolidated financial statements. In addition, costs within historical operating results associated with corporate employees and infrastructure transferred as a part of the sale were included in discontinued operations. The following table summarizes the results of discontinued operations (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Revenue
$
—

 
$
48,986

 
$
3,056

 
$
173,252

(Loss) income before tax (including $24.3 million gain from disposal)
(18,137
)
 
(8,611
)
 
(7,121
)
 
9,872

Income tax (benefit) provision
(5,977
)
 
(3,091
)
 
7,804

 
3,831

(Loss) income from discontinued operations, net of tax
(12,160
)
 
(5,520
)
 
(14,925
)
 
6,041

The nine-months ended September 30, 2014 effective tax rate within the results of discontinued operations reflects the sale of non-deductible goodwill of $25.8 million associated with the OrthoRecon segment. The 2014 tax provision reflects an estimated purchase price allocation by tax jurisdiction for the sale of the OrthoRecon business, which is not anticipated to change materially upon finalization.
Certain liabilities associated with the OrthoRecon business, including product liability claims associated with hip and knee products sold prior to the closing, were not assumed by MicroPort. Charges associated with these product liability claims, including legal defense, settlements and judgments, income associated with product liability insurance recoveries, and changes to any contingent liabilities associated with the OrthoRecon business have been reflected within results of discontinued operations, and we will continue to reflect these within results of discontinued operations in future periods. We will incur continuing cash outflows associated with legal defense costs and the ultimate resolution of these contingent liabilities, net of insurance proceeds, until these liabilities are resolved. During the three months ended September 30, 2014, we recorded expense of $13.8 million in discontinued operations in connection to the reported settlement associated with the ConforMIS matter. See Note 12 of the condensed consolidated financial statements for additional information regarding the ConforMIS matter.
MicroPort is responsible for product liability claims associated with products it sells after the closing.

4. Inventories
Inventories consist of the following (in thousands):
 
September 30,
2014
December 31,
2013
Raw materials
$
5,936

$
2,693

Work-in-process
11,418

6,950

Finished goods
68,092

62,800

 
$
85,446

$
72,443


5. Marketable Securities
Our investments in marketable securities are classified as available-for-sale securities in accordance with FASB ASC Topic 320, Investments — Debt and Equity Securities. These securities are carried at their fair value, and all unrealized gains and losses are recorded within other comprehensive income. Marketable securities are classified as current for those expected to mature or be sold within 12 months and the remaining portion is classified as non-current. The cost of investment securities sold is determined by the specific identification method.
As of September 30, 2014 and December 31, 2013, we had current marketable securities totaling $3.1 million and $6.9 million, respectively, consisting of investments in corporate and government bonds, all of which are valued at fair value using a market approach. In addition, we had non-current marketable securities totaling $7.7 million as of December 31, 2013, consisting of investments in corporate, government, and agency bonds, all of which are valued at fair value using a market approach.

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




The following tables present a summary of our marketable securities (in thousands):
 
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
At September 30, 2014
 
 
 
 
Available-for-sale marketable securities
 
 
 
 
Corporate debt securities
1,117

—

—

1,117

U.S. government debt securities
2,028

1

—

2,029

Total available-for-sale marketable securities
$
3,145

$
1

$
—

$
3,146


 
Amortized Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
At December 31, 2013
 
 
 
 
Available-for-sale marketable securities
 
 
 
 
U.S. agency debt securities
$
5,002

$
—

$
(4
)
$
4,998

Certificate of deposit
245

—

—

245

Corporate debt securities
5,186

2

—

5,188

U.S. government debt securities
4,116

1

—

4,117

Total available-for-sale marketable securities
$
14,549

$
3

$
(4
)
$
14,548


The maturities of available-for-sale debt securities at September 30, 2014 are as follows:
 
Available-for-Sale
 
Cost Basis
Fair Value
Due in one year or less
$
3,145

$
3,146

Due after one year
—

—

 
$
3,145

$
3,146


6. Property, Plant and Equipment, Net
Property, plant and equipment consist of the following (in thousands):
 
September 30,
2014
December 31,
2013
Property, plant and equipment, at cost
$
180,472

$
141,585

Less: Accumulated depreciation
(85,196
)
(71,070
)
 
$
95,276

$
70,515



7. Long-Term Debt and Capital Lease Obligations
Long-term debt and capital lease obligations consist of the following (in thousands):
 
September 30,
2014
December 31,
2013
Capital lease obligations
$
8,859

$
8,238

2017 Notes
270,282

263,395

2014 Notes
3,768

3,768

 
282,909

275,401

Less: current portion
(4,482
)
(4,174
)
 
$
278,427

$
271,227

2017 Notes
On August 31, 2012, we issued $300 million aggregate principal amount of the 2017 Notes pursuant to an indenture, dated as of August 31, 2012 between us and The Bank of New York Mellon Trust Company, N.A., as Trustee. The 2017 Notes will mature on August 15, 2017, and we pay interest on the 2017 Notes semi-annually on each February 15 and August 15 at an annual rate

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




of 2.00%. We may not redeem the 2017 Notes prior to the maturity date, and no “sinking fund” is available for the 2017 Notes, which means that we are not required to redeem or retire the 2017 Notes periodically. The 2017 Notes are convertible at the option of the holder, during certain periods and subject to certain conditions as described below, solely into cash at an initial conversion rate of 39.3140 shares per $1,000 principal amount of the 2017 Notes, subject to adjustment upon the occurrence of specified events, which represents an initial conversion price of $25.44 per share. The holder of the 2017 Notes may convert their notes at any time prior to February 15, 2017 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending December 31, 2012 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including during the period beginning 35 scheduled trading days prior to the anticipated effective date of our proposed merger with Tornier N.V. and ending 35 trading days after the actual effective date of such merger. While we currently do not expect significant conversions because the notes currently trade at a premium to the as-converted value, and a converting holder would forego future interest payments, any conversions would reduce our cash resources. On or after February 15, 2017 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2017 Notes solely into cash, regardless of the foregoing circumstances. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2017 Notes, equal to the settlement amount as calculated under the indenture relating to the 2017 Notes. If we undergo a fundamental change, as defined in the indenture relating to the 2017 Notes, subject to certain conditions, holders of the 2017 Notes will have the option to require us to repurchase for cash all or a portion of their notes at a purchase price equal to 100% of the principal amount of the 2017 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the indenture relating to the 2017 Notes. In addition, following certain corporate transactions, we, under certain circumstances, will pay a cash make-whole premium by increasing the applicable conversion rate for a holder that elects to convert its 2017 Notes in connection with such corporate transaction. The 2017 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2017 Notes; (ii) equal in right of payment to any of our unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. As a result of this transaction, we recognized deferred financing charges of approximately $8.8 million, which are being amortized over the term of the 2017 Notes using the effective interest method.
The 2017 Notes Conversion Derivative requires bifurcation from the 2017 Notes in accordance with ASC Topic 815, Derivatives and Hedging, and is accounted for as a derivative liability. The fair value of the 2017 Notes Conversion Derivative at the time of issuance of the 2017 Notes was $48.1 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2017 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2017 Notes. For the three and nine months ended September 30, 2014, the Company recorded $2.3 million and $6.9 million, respectively, of interest expense related to the amortization of the debt discount based upon an effective rate of 6.47%.
The components of the 2017 Notes were as follows (in thousands):
 
September 30, 2014
December 31, 2013
Principal amount of 2017 Notes
$
300,000

$
300,000

Unamortized debt discount
(29,718
)
(36,605
)
Net carrying amount of 2017 Notes
$
270,282

$
263,395

We entered into 2017 Notes Hedges in connection with the issuance of the 2017 Notes with three counterparties (the Option Counterparties). The 2017 Notes Hedges, which are cash-settled, are intended to reduce our exposure to potential cash payments that we would be required to make if holders elect to convert the 2017 Notes at a time when our stock price exceeds the conversion price. However, in connection with certain events, including a merger such as our proposed merger with Tornier N.V., the Option Counterparties have the discretion to make certain adjustments to the 2017 Note Hedges and warrant transactions, which may reduce the effectiveness of the 2017 Note Hedges or increase our obligations under the warrant transactions. The aggregate cost of the 2017 Notes Hedges was $56.2 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 8 of the condensed consolidated financial statements for additional information regarding the 2017 Notes Hedges and the 2017 Notes Conversion Derivative.
We also entered into warrant transactions in which we sold warrants for an aggregate of 11.8 million shares of our common stock to the Option Counterparties, subject to adjustment. The strike price of the warrants was initially $29.925 per share, which was

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




50% above the last reported sale price of our common stock on August 22, 2012. The warrants are net-share settled and are exercisable over the 100 trading day period beginning on November 15, 2017. The warrant transactions will have a dilutive effect to the extent that the market value per share of our common stock during such period exceeds the applicable strike price of the warrants.
Aside from the initial payment of the $56.2 million premium to the Option Counterparties, we do expect to be required to make any cash payments to the Option Counterparties under the 2017 Notes Hedges and expect to be entitled to receive from the Option Counterparties cash, generally equal to the amount by which the market price per share of common stock exceeds the strike price of the convertible note hedging transactions during the relevant valuation period, subject to the discretion of the Option Counterparties to make adjustments in connection with our proposed merger as described above. The strike price under the 2017 Notes Hedges is equal to the conversion price of the 2017 Notes. Additionally, if the market value per share of our common stock exceeds the strike price on any day during the 100 trading day measurement period under the warrant transaction, we will be obligated to issue to the Option Counterparties a number of shares equal in value to one percent of the amount by which the then-current market value of one share of our common stock exceeds the then-effective strike price of each warrant, multiplied by the number of shares of common stock into which the 2017 Notes are then convertible at or following maturity. We will not receive any additional proceeds if warrants are exercised. If the 2017 Note Hedges and warrant transactions are terminated in connection with our proposed merger with Tornier N.V. and we do not enter into new hedging and warrant transactions with respect to the 2017 Notes, we would have exposure to potential cash payments that we would be required to make if holders elect to convert the 2017 Notes at a time when our stock price exceeds the conversion price. In such event, the amount of cash payments that we could be required to make to holders of the 2017 Notes could be significantly in excess of the amount of any cash received by us from the Option Counterparties in connection with the termination of the 2017 Note Hedges and warrant transactions.

2014 Notes
In November 2007, we issued $200 million of 2.625% Convertible Senior Notes maturing on December 1, 2014 (2014 Notes). The 2014 Notes pay interest semi-annually at an annual rate of 2.625% and are convertible into shares of our common stock at an initial conversion rate of 30.6279 shares per $1,000 principal amount of the notes subject to adjustment upon the occurrence of specified events, which represents an initial conversion price of $32.65 per share. The holder of the 2014 Notes may convert at any time on or prior to the close of business on the business day immediately preceding the maturity date. We may redeem the 2014 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2014 Notes, plus accrued and unpaid interest, if the closing price of our common stock has exceeded 140% of the conversion price for at least 20 days during any consecutive 30-day trading period. Additionally, if we experience a fundamental change event, as defined in the indenture governing the 2014 Notes (Indenture), the holders may require us to repurchase for cash all or a portion of the 2014 Notes, for 100% of the principal amount of the notes, plus accrued and unpaid interest. If upon a fundamental change event, a holder elects to convert its 2014 Notes, we may, under certain circumstances, increase the conversion rate for the 2014 Notes surrendered. The 2014 Notes are unsecured obligations and are effectively subordinated to (i) all of our existing and future secured debt, including our obligations under our credit agreement, to the extent of the value of the assets securing such debt, and (ii) because the 2014 Notes are not guaranteed by any of our subsidiaries, to all liabilities of our subsidiaries.
On February 10, 2011, we announced the commencement of a tender offer to purchase for cash any and all of our outstanding 2014 Notes. Upon expiration on March 11, 2011, we purchased $170.9 million aggregate principal amount of the 2014 Notes.
On August 22, 2012, we purchased $25.3 million aggregate principal amount of the 2014 Notes. As a result of this transaction, we recognized approximately $0.2 million for the write off of related pro-rata unamortized deferred financing fees. As of September 30, 2014, $3.8 million aggregate principal amount of the 2014 Notes remain outstanding and is classified in the current portion of long-term obligations line on the condensed consolidated balance sheet.

8. Derivative Instruments and Hedging Activities
We account for derivatives in accordance with FASB ASC Topic 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivative’s fair value shall be recognized currently in earnings unless specific hedge accounting criteria are met.
Conversion Derivative and Notes Hedging
On August 31, 2012, we issued the 2017 Notes. The 2017 Notes Conversion Derivative requires bifurcation from the 2017 Notes in accordance with ASC Topic 815, and is accounted for as a derivative liability. The fair value of the 2017 Notes Conversion Derivative at the time of issuance of the 2017 Notes was $48.1 million. See Note 7 of the condensed consolidated financial statements for additional information regarding the 2017 Notes.

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




We also entered into the 2017 Notes Hedges in connection with the issuance of the 2017 Notes with the Option Counterparties. The 2017 Notes Hedges, which are cash-settled, are intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2017 Notes in excess of the principal amount of converted notes if our common stock price exceeds the conversion price. The aggregate cost of the 2017 Notes Hedges was $56.2 million and is accounted for as a derivative asset in accordance with ASC Topic 815.
The following table summarizes the fair value and the presentation in the condensed consolidated balance sheet (in thousands):
 
Location on condensed consolidated balance sheet
September 30, 2014
December 31, 2013
2017 Notes Hedges
Other assets
$
112,000

$
118,000

2017 Notes Conversion Derivative
Other liabilities
$
108,000

$
112,000

Neither the 2017 Notes Conversion Derivative nor the 2017 Notes Hedges qualify for hedge accounting, thus any change in the fair value of the derivatives is recognized immediately in the condensed consolidated statements of operations. The following table summarizes the gain (loss) on changes in fair value (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
2017 Notes Hedges
$
(12,000
)
 
$
(4,000
)
 
$
(6,000
)
 
$
25,000

2017 Notes Conversion Derivative
11,000

 
2,000

 
4,000

 
(28,000
)
Net loss on changes in fair value
$
(1,000
)
 
$
(2,000
)
 
$
(2,000
)
 
$
(3,000
)
Derivatives not Designated as Hedging Instruments
We employ a derivative program using 30-day foreign currency forward contracts to mitigate the risk of currency fluctuations on our intercompany receivable and payable balances that are denominated in foreign currencies. These forward contracts are expected to offset the transactional gains and losses on the related intercompany balances. These forward contracts are not designated as hedging instruments under FASB ASC Topic 815. Accordingly, the changes in the fair value and the settlement of the contracts are recognized in the period incurred in the accompanying condensed consolidated statements of operations. At September 30, 2014, we had no foreign currency contracts outstanding.

9. Goodwill and Intangible Assets
Changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2014, are as follows (in thousands):
 
U.S.
International
BioMimetic
Total
Goodwill at December 31, 2013
$
92,134

$
24,746

$
1,383

$
118,263

Biotech purchase price allocation adjustment
(3,927
)
(1,057
)
(50
)
(5,034
)
Goodwill associated with 2014 acquisitions (see Note 2)
85,127

—

—

85,127

Foreign currency translation
—

(5,454
)
—

(5,454
)
Goodwill at September 30, 2014
$
173,334

$
18,235

$
1,333

$
192,902

Goodwill is recognized for the excess of the purchase price over the fair value of net assets of businesses acquired. Goodwill is required to be tested for impairment at least annually. Unless circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter.
During the first quarter of 2014, our management, including our chief executive officer, who is our chief operating decision maker, began managing our operations as three operating segments: U.S., International and BioMimetic, based on management's change to the way it monitors performance, aligns strategies, and allocates resources. We determined that each of these operating segments represented a reportable segment. This change in segment reporting has also resulted in a change in reporting units for goodwill impairment measurement purposes. We determined that each operating segment represents a reporting unit, and we subsequently performed a goodwill impairment analysis as of January 1, 2014. We allocated $92.1 million, $24.7 million and $1.4 million of goodwill to the U.S., International and BioMimetic reporting units, respectively, as of January 1, 2014. The goodwill allocated to each reporting unit was based on the relative fair value of each of our reporting units as of the date of impairment analysis. Upon

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completion of this analysis, we determined that the fair value of our reporting units exceeded their carrying values and, therefore, no impairment charge was necessary.
During 2014, the purchase price allocation for Biotech was adjusted for the finalization of acquisition date fair value of intangible assets and contingent consideration and the recognition of certain tax-related liabilities existing at the date of acquisition, which resulted in a change to the preliminary value of goodwill determined as of December 31, 2013. These adjustments to goodwill were allocated to each of the reporting units based on the relative fair value of each reporting unit as of the date of impairment analysis.

The components of our identifiable intangible assets are as follows (in thousands):
 
September 30, 2014
December 31, 2013
 
Cost
Accumulated Amortization
Cost
Accumulated Amortization
Indefinite life intangibles
 
 
 
 
In-process research and development technology
$
4,266

 
$
4,266

 
Tradename
4,079

 
4,121

 
Total indefinite life intangibles
8,345

 
8,387

 
 
 
 
 
 
Finite life intangibles
 
 
 
 
 Distribution channels
250

187

250

233

 Completed technology
33,566

8,309

16,714

5,702

 Licenses
8,234

1,506

3,633

1,303

 Customer relationships
28,411

4,083

15,578

2,371

 Trademarks
2,821

1,656

2,364

1,098

 Non-compete agreements
5,336

3,482

5,660

3,155

 Other
771

110

771

75

Total finite life intangibles
79,389

$
19,333

44,970

$
13,937

 
 
 
 
 
Total intangibles
87,734

 
53,357

 
Less: Accumulated amortization
(19,333
)
 
(13,937
)
 
Intangible assets, net
$
68,401

 
$
39,420

 
Based on total finite life intangible assets held at September 30, 2014, we expect to amortize approximately $9.8 million for the full year of 2014, $8.2 million in 2015, $6.8 million in 2016, $6.3 million in 2017, and $5.6 million in 2018.

10. Accumulated Other Comprehensive Income (AOCI)
Other comprehensive income (OCI) includes certain gains and losses that under GAAP are included in comprehensive income but are excluded from net income as these amounts are initially recorded as an adjustment to stockholders’ equity. Amounts in OCI may be reclassified to net income upon the occurrence of certain events.
Our OCI is comprised of foreign currency translation adjustments, unrealized gains and losses on available-for-sale securities, and adjustments to our minimum pension liability. Foreign currency translation adjustments are reclassified to net income upon sale or upon a complete or substantially complete liquidation of an investment in a foreign entity. Unrealized gains and losses on available-for-sale securities are reclassified to net income if we sell the security before maturity or if the unrealized loss in a security is considered to be other-than-temporary.

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Changes in and reclassifications out of AOCI, net of tax, for the nine months ended September 30, 2014 were as follows (in thousands):
 
Currency Translation Adjustment (CTA)
 
Unrealized
Gain(Loss) on
Marketable Securities
 
Minimum
Pension
Liability
Adjustment
 
Total
Balance December 31, 2013
$
17,610

 
$
(1
)
 
$
344

 
$
17,953

Other comprehensive income (loss), net of tax
(11,636
)
 
2

 
—

 
(11,634
)
Reclassification of CTA and minimum pension liability adjustment 1
2,628

 
—

 
(344
)
 
2,284

Balance September 30, 2014
$
8,602

 
$
1

 
$
—

 
$
8,603

            

1 
The balances of CTA and minimum pension liability adjustment within AOCI were written-off following the liquidation of our former Japanese subsidiary as part of the sale of our OrthoRecon business. This was recorded within the gain on the sale of the OrthoRecon business within results of discontinued operations.

11. Earnings Per Share
FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated to include any dilutive effect of our common stock equivalents. Our common stock equivalents consist of stock options, non-vested shares of common stock, stock-settled phantom stock units, restricted stock units, 2014 Notes, and warrants. The dilutive effect of the stock options, non-vested shares of common stock, stock-settled phantom stock units, restricted stock units and warrants is calculated using the treasury-stock method. The dilutive effect of 2014 Notes is calculated by applying the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income as if the securities were converted at the beginning of the period. During the three- and nine- month periods ended September 30, 2014 and 2013, the 2014 Notes had an anti-dilutive effect on earnings per share and we therefore excluded them from the dilutive shares calculation. In addition, approximately 1.6 million and 1.5 million common stock equivalents have been excluded from the computation of diluted net loss from continuing operations per share for the three- and nine- month periods ended September 30, 2014, respectively, because their effect is anti-dilutive as a result of our net loss in that period. In addition, approximately 870,000 and 705,000 common stock equivalents have been excluded from the computation of diluted net loss from continuing operations per share for the three- and nine- month periods ended September 30, 2013, respectively, because their effect is anti-dilutive as a result of our net loss in that period.
The weighted-average number of shares outstanding for basic and diluted earnings per share is as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Weighted-average number of shares outstanding, basic
50,043

 
46,418

 
49,441

 
44,721

Common stock equivalents
—

 
—

 
—

 
—

Weighted-average number of shares outstanding, diluted
50,043

 
46,418

 
49,441

 
44,721



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The following potential common shares were excluded from common stock equivalents as their effect would have been anti-dilutive (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Stock options
843

 
2,402

 
566

 
3,300

Non-vested shares, restricted stock units, and stock-settled phantom stock units
1

 
—

 
12

 
305

2014 Notes
115

 
115

 
115

 
115

Warrants
—

 
11,794

 
—

 
11,794


12. Commitments and Contingencies
Legal Contingencies
As described below, our business is subject to various contingencies, including patent and other litigation, product liability claims and a government inquiry.  These contingencies could result in losses, including damages, fines, or penalties, any of which could be substantial, as well as criminal charges. Although such matters are inherently unpredictable, and negative outcomes or verdicts can occur, we believe we have significant defenses in all of them, are vigorously defending all of them, and do not believe any of them will have a material adverse effect on our financial position. However, we could incur judgments, pay settlements, or revise our expectations regarding the outcome of any matter. Such developments, if any, could have a material adverse effect on our results of operations in the period in which applicable amounts are accrued, or on our cash flows in the period in which amounts are paid.
Our contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss or the measurement of a loss can be complex. We have accrued for losses that are both probable and reasonably estimable. Unless otherwise indicated, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued.  Our assessment process relies on estimates and assumptions that may prove to be incomplete or inaccurate. Unanticipated events and circumstances may occur that could cause us to change our estimates and assumptions.
Governmental Inquiries
On September 29, 2010, we entered into a five year Corporate Integrity Agreement (CIA) with the Office of the Inspector General of the United States Department of Health and Human Services (OIG-HHS). The CIA was filed as Exhibit 10.2 to our current report on Form 8-K filed on September 30, 2010. The CIA will expire on September 29, 2015.
The CIA imposes on us certain obligations to maintain compliance with U.S. healthcare laws, regulations and other requirements. Our failure to do so could expose us to significant liability, including, but not limited to, exclusion from federal healthcare program participation, including Medicaid and Medicare, potential prosecution, civil and criminal fines or penalties, as well as additional litigation cost and expense.
Both we and MicroPort, who purchased our OrthoRecon business in January 2014, will continue to be subject to the CIA.
In addition to the U.S. Attorney's Office (USAO) and OIG-HHS, other governmental agencies, including state authorities, could conduct investigations or institute proceedings that are not precluded by the CIA. In addition, the matters that gave rise to the CIA could increase our exposure to lawsuits by potential whistleblowers, including under the federal false claims acts, based on new theories or allegations arising from these matters.
On August 3, 2012, we received a subpoena from the USAO for the Western District of Tennessee requesting records and documentation relating to our PROFEMUR® series of hip replacement devices. The subpoena covers the period from January 1, 2000 to August 2, 2012. We continue to respond to the subpoena.
Patent Litigation.
In 2011, Howmedica Osteonics Corp. and Stryker Ireland, Ltd. (collectively, “Stryker”), each a subsidiary of Stryker Corporation, filed a lawsuit against Wright Medical Technology, Inc. (WMT) in the United States District Court for the District of New Jersey alleging that we infringed Stryker's U.S. Patent No. 6,475,243 related to our LINEAGE® Acetabular Cup System and DYNASTY® Acetabular Cup System. The lawsuit seeks an order of infringement, injunctive relief, unspecified damages, and various other costs and relief. On July 9, 2013, the Court issued a claim construction ruling. Under the Court's claim construction ruling, we do not believe these hip products infringe the asserted patents. In filings with the Court, Stryker has conceded that under the court’s

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claim construction rulings it can no longer pursue its infringement claims. Stryker has asked the court to dismiss the case so it may pursue an appeal.
In 2012, Bonutti Skeletal Innovations, LLC (Bonutti) filed a patent infringement lawsuit against us in the United States Court for the District of Delaware. In January 2014, we filed a request with the U.S. Patent and Trademark Office for Inter Partes Review (IPR) of the Bonutti patents. On April 7, 2014, the Court stayed the case pending outcome of the IPR. Bonutti originally alleged that the Link Sled Prosthesis infringes U.S. Patent 6,702,821. The Link Sled Prosthesis is a product we distributed under a distribution agreement with LinkBio Corp, which expired on December 31, 2013. In January 2013, Bonutti amended its complaint, alleging that the ADVANCE® knee system, including ODYSSEY® instrumentation, infringes U.S. Patent 8,133,229, and that the ADVANCE® knee system, including ODYSSEY® instrumentation and PROPHECY® guides, infringes U.S. Patent 7,806,896, which was issued on October 5, 2010. All of the claims of the asserted patents are directed to surgical methods for minimally invasive surgery.
In June 2013, Orthophoenix filed a patent lawsuit against us in the United States District Court for the District of Delaware alleging that surgical methods using the X-REAM® product infringe two patents. In June 2014, we filed a request for IPR with the U.S. Patent and Trademark Office. In October 2014, the Court stayed the case pending outcome of the IPR.
In June 2013, Anglefix filed suit in the United States District Court for the Western District of Tennessee, alleging that our ORTHOLOC® products infringe Anglefix’s asserted patent. On April 14, 2014, we filed a request for IPR with the U.S. Patent and Trademark Office. In October 2014, the Court stayed the case pending outcome of the IPR.
In September 2013, ConforMIS, Inc. filed suit against us in the United States District Court for the District of Massachusetts, alleging that our PROPHECY® knee and ankle systems infringe four ConforMIS’ patents. On February 19, 2014, ConforMIS filed an amended complaint asserting four additional patents against us relating to alleged infringement by our PROPHECY® knee and ankle systems and naming MicroPort Orthopedics as an additional defendant. On October 9, 2014, the parties jointly advised the Court that they had reached an agreement in principle to settle the matter. In connection with the reported settlement, we recorded expenses of $0.9 million in continuing operations and $13.8 million in discontinued operations. In addition we recorded a $4.6 million asset in connection with the fully paid non-exclusive foot and ankle license contemplated by the reported settlement. $10.7 million of the $13.8 million recorded in discontinued operations reflects estimated royalty payments based on future sales by MicroPort Orthopedics, which will be paid through 2026.
In February 2014, Biomedical Enterprises, Inc. filed suit against Solana Surgical, LLC in the United States District Court for the Western District of Texas alleging Solana's FuseForce Fixation system infringes U.S. Patent No. 8,584,853 entitled “Method and Apparatus for an Orthopedic Fixation System.”
On September 23, 2014, Spineology filed a patent infringement lawsuit, Case No. 0:14-cv-03767, in the U.S. District Court in Minnesota, alleging that Wright’s X-REAM® bone reamer infringes U.S. Patent No. RE42,757 entitled “EXPANDABLE REAMER.”  Plaintiff has not yet served the complaint.
Subject to the provisions of the asset purchase agreement with MicroPort for the sale of our OrthoRecon business, we will continue to be responsible for defense of pre-existing patent infringement cases relating to our OrthoRecon business, and for resulting liabilities, if any.
Product Liability
We have received claims for personal injury against us associated with fractures of our PROFEMUR® long titanium modular neck product (PROFEMUR® Claims). The overall fracture rate for the product is low and the fractures appear, at least in part, to relate to patient demographics. Beginning in 2009, we began offering a cobalt-chrome version of our PROFEMUR® modular neck, which has greater strength characteristics than the alternative titanium version. Historically, we have reflected our liability for these claims as part of our standard product liability accruals on a case-by-case basis. However, during the quarter ended September 30, 2011, as a result of an increase in the number and monetary amount of these claims, management estimated our liability to patients in North America who have previously required a revision following a fracture of a PROFEMUR® long titanium modular neck, or who may require a revision in the future. Management has estimated that this aggregate liability ranges from approximately $16 million to $21 million. Any claims associated with this product outside of North America, or for any other products, will be managed as part of our standard product liability accruals.
Due to the uncertainty within our aggregate range of loss resulting from the estimation of the number of claims and related monetary payments, we have recorded a liability of $16 million, which represents the low-end of our estimated aggregate range of loss. We have classified $10 million of this liability as current in “Accrued expenses and other current liabilities” and $6 million as non-current in “Other liabilities” on our consolidated balance sheet. We expect to pay the majority of these claims within the next 3 years.

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We have maintained product liability insurance coverage on a claims-made basis. During the quarter ended March 31, 2013, we received a customary reservation of rights from our primary product liability insurance carrier asserting that present and future claims related to fractures of our PROFEMUR® titanium modular neck hip products and which allege certain types of injury (Modular Neck Claims) would be covered as a single occurrence under the policy year the first such claim was asserted. The effect of this coverage position would be to place Modular Neck Claims into a single prior policy year in which applicable claims-made coverage was available, subject to the overall policy limits then in effect. Management agrees with the assertion that the Modular Neck Claims should be treated as a single occurrence, but notified the carrier that it disputed the carrier's selection of available policy years. During the second quarter of 2013, we received confirmation from the primary carrier confirming their agreement with our policy year determination. Based on our insurer's treatment of Modular Neck Claims as a single occurrence, we increased our estimate of the total probable insurance recovery related to Modular Neck Claims by $19.4 million, and recognized such additional recovery as a reduction to our selling, general and administrative expenses for the three-months ended March 31, 2013, within results of discontinued operations. In the quarter ended June 30, 2013, we received payment from the primary insurance carrier of $5 million. In the quarter ended September 30, 2013, we received payment of $10 million from the next insurance carrier in the tower. As of September 30, 2014, our insurance receivable related to Modular Neck Claims totals $25 million, which consists of $4.4 million associated with our recorded liability for current and future Modular Neck Claims outstanding, and $20.6 million for cash spending to date associated with defense and settlement costs. We have classified $25 million within current receivables.
During the quarter ended September 30, 2013, we reached the maximum insurance coverage for Modular Neck Claims of $40 million, when previous spending on legal defense costs and claim settlements are combined with our estimated product liability for future settlements. As a result, we recognized approximately $8.1 million of expense within results from discontinued operations for 2014 for legal expenses and adjustments to our estimated liabilities for future settlements recognized in excess of the $40 million insurance recovery limit. Future expenses associated with defense costs and revisions to our estimated product liability will be recognized as incurred within results of discontinued operations. As noted above, our insurance receivable for cash spending is $20.6 million out of the remaining $25 million insurance receivable. We anticipate actual cash spending may exceed this maximum within the next year.
Claims for personal injury have also been made against us associated with our metal-on-metal hip products (primarily our CONSERVE® product line). The pre-trial management of certain of these claims has been consolidated in the federal court system under multi-district litigation, and certain other claims in state courts in California, collectively the “Consolidated Metal-on-Metal Claims,” as further discussed in Part II Item 1 of this Quarterly Report. The number of these lawsuits, presently in excess of 900, continues to increase, we believe due to the increasing negative publicity in the industry regarding metal-on-metal hip products. We have also entered into an excess of 600 so called "tolling agreements" with potential claimants who have not yet filed suit. We believe we have data that supports the efficacy and safety of our metal-on-metal hip products. While continuing to dispute liability, we are participating in court supervised non-binding mediation in the multi-district federal court litigation. This mediation is continuing. The supervising judges in the federal and California state consolidated proceedings have set bellwether trial dates in March and November 2015 respectively.
Every metal-on-metal hip case involves fundamental issues of science and medicine that often are uncertain, that continue to evolve, and which present contested facts and issues that can differ significantly from case to case. Such contested facts and issues include medical causation, individual patient characteristics, surgery specific factors, and the existence of actual, provable injury. Given these complexities, we are unable to reasonably estimate a possible loss or range of possible losses for the Consolidated Metal-on-Metal Claims until we know, at a minimum, (i) what claims, if any, will survive dispositive motion practice, (ii) the extent of the claims, including the size of any potential pool of potential claimants, particularly when damages are not specified or are indeterminate, (iii) how the discovery process will affect the litigation, (iv) the settlement posture of the other parties to the litigation, and (v) any other factors that may have a material effect on the litigation or on a party’s litigation strategy.
We have maintained product liability insurance coverage on a claims-made basis. During the quarter ended September 30, 2012, we received a customary reservation of rights from our primary product liability insurance carrier asserting that certain present and future claims which allege certain types of injury related to our CONSERVE® metal-on-metal hip products (CONSERVE® Claims) would be covered as a single occurrence under the policy year the first such claim was asserted. The effect of this coverage position would be to place CONSERVE® Claims into a single prior policy year in which applicable claims-made coverage was available, subject to the overall policy limits then in effect. Management agrees that there is insurance coverage for the CONSERVE® Claims, but has notified the carrier that it disputes the carrier's characterization of the CONSERVE® Claims as a single occurrence.
Management has recorded an insurance receivable for the probable recovery of spending in excess of our retention for a single occurrence. As of September 30, 2014, this receivable totaled $11.7 million, and is solely related to defense costs incurred through

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September 30, 2014. However, the amount we ultimately receive may differ depending on the final conclusion of the insurance policy year or years and the number of occurrences. We believe our contracts with the insurance carriers are enforceable for these claims and, therefore, we believe it is probable that we will receive recoveries from our insurance carriers. However, our insurance carriers could still ultimately deny coverage for some or all of our insurance claims. Based on the information we have available at this time, we do not believe our liabilities, if any, in connection with these matters will exceed our available insurance. As circumstances continue to develop, our belief that we will be able to resolve the Consolidated Metal-on-Metal Claims within our available insurance coverage could change, which could materially impact our results of operations and financial position.
In June 2014, St. Paul Surplus Lines Insurance Company (“Travelers”), which was an excess carrier in our coverage towers across multiple policy years, filed a declaratory judgment action in Tennessee state court naming us and certain of our other insurance carriers as defendants and asking the court to rule on the rights and responsibilities of the parties with regard to the CONSERVE® Claims. Among other things, Travelers appears to dispute our contention that the CONSERVE® Claims arise out of more than a single occurrence thereby triggering multiple policy periods of coverage.  Travelers further seeks a determination as to the applicable policy period triggered by the alleged single occurrence.  We filed a separate lawsuit in state court in California for declaratory judgment against certain carriers and breach of contract against the primary carrier, and have moved to dismiss or stay the Tennessee action on a number of grounds, including that California is the most appropriate jurisdiction. During the third quarter of 2014, the California Court granted Travelers' motion to stay our California action.
In February 2014, Biomet, Inc. (Biomet) announced it had reached a settlement in the multi-district litigation involving its own metal-on-metal hip products. The terms announced by Biomet include: (i) an expected base settlement amount of $200,000; (ii) an expected minimum settlement amount of $20,000; (iii) no payments to plaintiffs who did not undergo a revision surgery; and (iv) a total settlement amount expected to be within Biomet’s aggregate insurance coverage. We believe our situation involves facts and circumstances that differ significantly from the Biomet cases. We therefore do not consider the Biomet situation sufficiently analogous to provide a reasonable basis for estimate, and deem it unlikely that any settlement of our cases will occur at a base settlement level as high as Biomet’s expected average settlement amount. As circumstances continue to develop, our belief that a base settlement level as high as Biomet’s expected average settlement amount could change.
In addition to the Consolidated Metal-on-Metal Claims discussed above, there are currently certain other pending claims related to our metal-on-metal hip products for which we are accounting in accordance with our standard product liability accrual methodology on a case by case basis.
Certain liabilities associated with the OrthoRecon business, including product liability claims associated with hip and knee products sold prior to the closing, were not assumed by MicroPort. Liabilities associated with these product liability claims, including legal defense, settlements and judgments, income associated with product liability insurance recoveries, and changes to any contingent liabilities associated with the OrthoRecon business have been reflected within results of discontinued operations, and we will continue to reflect these within results of discontinued operations in future periods. MicroPort is responsible for product liability claims associated with products it sells after the closing.
Employment Litigation
In 2012, two former employees, Frank Bono and Alicia Napoli, each filed separate lawsuits against WMT in the Chancery Court of Shelby County, Tennessee, which asserted claims for retaliatory discharge and breach of contract based upon his or her respective separation pay agreement. In addition, Mr. Bono and Ms. Napoli each asserted a claim for defamation related to the press release issued at the time of their terminations and a wrongful discharge claim alleging violation of the Tennessee Public Protection Act. Mr. Bono and Ms. Napoli each claimed that he or she was entitled to attorney fees in addition to other unspecified damages. On October 23, 2013, Ms. Napoli moved to voluntary dismiss her lawsuit, without prejudice. On April 4, 2014, Ms. Napoli refiled her case in the United States District Court for the Eastern District of Missouri. In July 2014, we were successful in having the case that was refiled in Missouri transferred to the U.S. District Court for the Western District of Tennessee.
Other
In addition to those noted above, we are subject to various other legal proceedings, product liability claims, corporate governance, and other matters which arise in the ordinary course of business.

13. Segment Information
During the first quarter of 2014, our management, including our chief executive officer, who is our chief operating decision maker, began managing our operations as three operating business segments: U.S., International and BioMimetic, based on management's change to the way it monitors performance, aligns strategies, and allocates resources results in a change in our reportable segments. We determined that each of these operating segments represented a reportable segment.

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Our U.S. and International segments represent the commercial, administrative and research & development activities dedicated to the respective geographies. The BioMimetic segment represents the administrative and research & development activities of the acquired BioMimetic business (international sales and associated expenses for Augment® products are included within the International segment). The Corporate category shown in the table below primarily reflects general and administrative expenses not specifically associated with the U.S., International or BioMimetic segments. These non-allocated corporate expenses relate to global administrative expenses that support all segments, including salaries and benefits of executive officers and expenses such as: information technology administration and support; corporate headquarters; legal, compliance, and corporate finance functions; insurance; and all stock-based compensation.
Management measures segment profitability using an internal operating performance measure that excludes the impact of inventory step-up amortization, charges associated with distributor conversions and related non-competes, and due diligence, transaction and transition costs associated with acquisitions.
Selected financial information related to our segments is presented below for the three months ended September 30, 2014 and 2013 (in thousands):
 
Three Months Ended September 30, 2014
 
U.S.
International
BioMimetic
Corporate
Total
Sales
$
51,297

$
20,010

$
—

$
—

$
71,307

Depreciation expense
2,414

841

108

1,291

4,654

Amortization expense
1,293

547

77

—

1,917

Segment operating income (loss)
$
6,448

$
(3,213
)
$
(2,601
)
$
(15,660
)
$
(15,026
)
Other:
 
 
 
 
 
Inventory step-up amortization
 
 
 
 
(302
)
Distributor conversion and non-compete charges
 
 
 
 
(478
)
Patent dispute settlement
 
 
 
 
(900
)
Management Changes
 
 
 
 
(1,203
)
Acquisition due diligence, transaction and transition expenses
 
 
 
 
(2,740
)
Operating loss
 
 
 
 
(20,649
)
Interest expense, net
 
 
 
 
4,565

Other (income) expense, net
 
 
 
 
21,430

Loss before income taxes
 
 
 
 
$
(46,644
)
Capital expenditures
$
4,267

$
3,290

$
—

$
3,865

$
11,422



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(UNAUDITED)




 
Three Months Ended September 30, 2013
 
U.S.
International
BioMimetic
Corporate
Total
Sales
$
42,998

$
14,643

$
—

$
—

$
57,641

Depreciation expense
2,030

561

119

605

3,315

Amortization expense
442

84

191

—

717

Segment operating income (loss)
$
6,310

$
34

$
(3,494
)
$
(14,323
)
$
(11,473
)
Other:
 
 
 
 
 
Inventory step-up amortization
 
 
 
 
(197
)
Distributor conversion and non-compete charges
 
 
 
 
(737
)
BioMimetic Impairment
 
 
 
 
(207,228
)
Acquisition due diligence, transaction and transition expenses
 
 
 
 
(12,924
)
Operating loss
 
 
 
 
(232,559
)
Interest expense, net
 
 
 
 
4,044

Other (income) expense, net
 
 
 
 
(64,019
)
Loss before income taxes
 
 
 
 
$
(172,584
)
Capital expenditures
$
4,234

$
216

$
—

$
3,302

$
7,752

Total capital expenditures for the three months ended September 30, 2013, does not include $5 million related to discontinued operations and the OrthoRecon divestiture.

Selected financial information related to our segments is presented below for the nine months ended September 30, 2014 and 2013 (in thousands):
 
Nine Months Ended September 30, 2014
 
U.S.
International
BioMimetic
Corporate
Total
Sales
$
149,591

$
65,142

$
—

$
—

$
214,733

Depreciation expense
7,093

2,246

324

3,831

13,494

Amortization expense
3,820

1,663

231

1

5,715

Segment operating income
$
12,914

$
(2,385
)
$
(9,385
)
$
(52,658
)
$
(51,514
)
Other:
 
 
 
 
 
Inventory step-up amortization
 
 
 
 
(1,521
)
Distributor conversion and non-compete charges
 
 
 
 
(1,698
)
Patent dispute settlement
 
 
 
 
(900
)
Management Changes
 
 
 
 
(1,203
)
Acquisition due diligence, transaction and transition expenses
 
 
 
 
(16,030
)
Operating loss
 
 
 
 
(72,866
)
Interest expense, net
 
 
 
 
12,873

Other (income) expense, net
 
 
 
 
54,986

Income before income taxes
 
 
 
 
$
(140,725
)
Capital expenditures
$
13,464

$
7,597

$
39

$
14,606

$
35,706



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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




 
Nine Months Ended September 30, 2013
 
U.S.
International
BioMimetic
Corporate
Total
Sales
$
128,399

$
46,107

$
—

$
—

$
174,506

Depreciation expense
6,371

1,726

275

1,892

10,264

Amortization expense
2,860

248

446

—

3,554

Segment operating income (loss)
$
19,395

$
5,548

$
(8,667
)
$
(40,050
)
$
(23,774
)
Other:
 
 
 
 
 
Inventory step-up amortization
 
 
 
 
(499
)
Distributor conversion and non-compete charges
 
 
 
 
(2,975
)
BioMimetic Impairment
 
 
 
 
(207,228
)
Acquisition due diligence, transaction and transition expenses
 
 
 
 
(24,490
)
Operating loss
 
 
 
 
(258,966
)
Interest expense, net
 
 
 
 
11,979

Other (income) expense, net
 
 
 
 
(65,291
)
Loss before income taxes
 
 
 
 
$
(205,654
)
Capital expenditures
$
8,230

$
758

$
—

$
6,123

$
15,111

Total capital expenditures for the nine months ended September 30, 2013, does not include $7.4 million related to discontinued operations and the OrthoRecon divestiture.
Assets in the U.S., International and BioMimetic segments are those assets used exclusively in the operations of each business segment or allocated when used jointly. Assets in the Corporate category are principally cash and cash equivalents, marketable securities, derivative asset, property, plant and equipment associated with our corporate headquarters, assets associated with OrthoRecon insurance receivables, and assets associated with income taxes. Total assets by business segment as of September 30, 2014 are as follows (in thousands):
 
September 30, 2014
 
U.S.
International
BioMimetic
Corporate
Total
Total assets
$
430,810

$
100,289

$
19,790

$
415,812

$
966,701


Our principal geographic regions consist of the United States, Europe (which includes the Middle East and Africa), and Other (which principally represents Asia, Australia, Canada, and Latin America). The following table presents net sales by geographic area for the three and nine months ended September 30, 2014 and 2013 (in thousands):
 
Three Months Ended
 
Nine Months Ended
Geographic
September 30, 2014
 
September 30, 2013
 
% change
 
September 30, 2014
 
September 30, 2013
 
% change
United States
$
51,297

 
$
42,998

 
19.3
%
 
$
149,591

 
$
128,399

 
16.5
%
Europe
11,180

 
6,889

 
62.3
%
 
36,615

 
21,213

 
72.6
%
Other
8,830

 
7,754

 
13.9
%
 
28,527

 
24,894

 
14.6
%
Total net sales
$
71,307

 
$
57,641

 
23.7
%
 
$
214,733

 
$
174,506

 
23.1
%

14. Subsequent Event

On October 27, 2014, we entered into an Agreement and Plan of Merger by and among Tornier N.V., a Dutch public limited company (naamloze vennootschap) (“Tornier”), Trooper Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Tornier (“Holdco”), Trooper Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Tornier (“Merger Sub”), pursuant to which Merger Sub will merge with and into Wright, with Wright as the surviving corporation and an indirect wholly-owned subsidiary of Tornier (the “Merger”). As a result of the Merger, Tornier will be renamed “Wright Medical Group N.V.” Upon completion of the Merger, Wright shareholders will own approximately 52% of the combined company on a fully diluted basis and Tornier stockholders will own approximately 48%.

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WRIGHT MEDICAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)




Each party’s obligation to implement the Merger is subject to certain customary conditions, including (1) the adoption of the Merger Agreement by Wright shareholders holding a majority of the outstanding shares of Wright’s common stock, (2) the approval of the Merger Agreement and issuance of Tornier ordinary shares in connection with the Merger by Tornier shareholders holding a majority of the outstanding shares of Tornier common stock, (3) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or applicable antitrust or competition laws of other jurisdictions in connection with the Merger having expired or having been terminated, (4) there shall be no action pending against Tornier, Holdco, Merger Sub or Wright seeking to enjoin the Merger, seeking material damages in connection with the Merger, seeking to compel Wright or Tornier of any material assets as a result of the Merger or seeking to impose criminal liability on Tornier, Holdco, Merger Sub or Wright in connection with the Merger, (5) the truth and accuracy of the other party’s representations and warranties in the Merger Agreement, generally subject to a Material Adverse Effect (as defined in the Merger Agreement) standard and (6) the performance by the other party of all of its obligations and compliance with all of its covenants under the Merger Agreement in all material respects.
The Merger is expected to close in the first half of 2015.



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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General
The following management’s discussion and analysis of financial condition and results of operations describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three and nine month periods ended September 30, 2014. This discussion should be read in conjunction with the accompanying unaudited financial statements, our Annual Report on Form 10-K for the year ended December 31, 2013, which includes additional information about our critical accounting policies and practices and risk factors, and Note 1 of Part I of this Quarterly Report and Part II, Item 1A of this Quarterly Report.
Executive Overview
Company Description. We are a global orthopaedic company that provides solutions that enable clinicians to alleviate pain and restore their patients' lifestyles. We are a recognized leader of surgical solutions for the foot and ankle market and market our products in over 60 countries worldwide. 
Our business includes products that are used primarily in foot and ankle repair, upper extremity products, and biologics products, which are used to replace damaged or diseased bone, to stimulate bone growth and to provide other biological solutions for surgeons and their patients. Extremity hardware includes implants and other devices to replace or reconstruct injured or diseased joints and bones of the foot, ankle, hand, wrist, elbow and shoulder, which we generally refer to as either foot and ankle or upper extremity products. Our extensive foot and ankle product portfolio, our approximately 200 specialized foot and ankle sales representatives, and our increasing level of training of foot and ankle surgeons has resulted in us being a recognized leader of surgical solutions for the foot and ankle market.
We have been in business for over 60 years and have built a well-known and respected brand name.
Our corporate headquarters and U.S. operations are located in Memphis, Tennessee, where we conduct research and development, sales and marketing administration and administrative activities. Our manufacturing and warehousing activities are located in Arlington, Tennessee. Our products are sold primarily through a network of employee sales representatives and independent sales representatives in the U.S. and by a combination of employee sales representatives, independent sales representatives and stocking distributors outside the U.S. We promote our products in approximately 60 countries with principal markets in the U.S., Europe, the Middle East, Africa, Asia, Canada, Australia and Latin America.
Principal Products. We specialize in foot and ankle and other extremity and biologic products used by extremity focused surgeon specialists for the reconstruction, trauma, and arthroscopy markets. Our biologics sales encompass a broad portfolio of products designed to stimulate and augment the natural regenerative capabilities of the human body.
Significant Quarterly Business Developments. On October 27, 2014, we entered into a definitive merger agreement with Tornier N.V. under which Wright and Tornier will combine in an all stock transaction with a combined equity value of approximately $3.3 billion. Under the terms of the agreement each outstanding share of our common stock will be exchanged for 1.0309 ordinary shares of Tornier. Upon completion of the merger, Wright shareholders will own approximately 52% of the shares of the combined company on a fully diluted basis and Tornier shareholders will own approximately 48%. The transaction is subject to the customary closing conditions, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as Wright and Tornier shareholder approval.
Following the closing of the transaction, the combined company will conduct business as Wright Medical Group N.V. and will leverage the global strengths of both product brands as a pure play Extremities-Biologics business. The combined company will have its U.S. headquarters in Memphis, Tennessee, where Wright’s current headquarters is located. Wright Medical Group N.V. will be led by Robert Palmisano, who will become president and chief executive officer of the combined company. David 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 and five representatives from Tornier’s existing board, including Robert Palmisano and David Mowry. The merger of Wright and Tornier will create a mid-sized growth company uniquely positioned with leading technologies and specialized sales forces in three of the fastest growing areas of orthopaedics – Upper Extremities, Lower Extremities and Biologics. The highly complementary nature of the two businesses will give the combined company significant diversity and scale across a range of geographies and product categories.
On October 27, 2014, we received an Approvable Letter from the U.S. Food & Drug Administration (FDA) for our Premarket Approval Application (PMA) for Augment® Bone Graft. The approvable letter indicates the FDA determined Augment® Bone Graft to be safe and effective as an alternative to autograft for ankle and/or hindfoot fusion indications and is approvable subject

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to customary preapproval facilities inspections. We currently anticipate that we will be able to sell Augment® Bone Graft in the United States beginning in the first half of 2015.
During the quarter ended September 30, 2014, we made the following executive management changes:
•
Chief Compliance Officer: On September 26, 2014, Daniel Garen, Senior Vice President and Chief Compliance Officer resigned. Mr. Garen's resignation was not a result of any compliance issues or concerns. On September 30, 2014, Wesley Porter was appointed Senior Vice President and Chief Compliance Officer, effective October 1, 2014.
•
President U.S. Extremities: On August 20, 2014, we announced the departure of Eric Stookey, President, U.S. Extremities/Biologics. Subsequently, Kevin Cordell was appointed President, U.S. Extremities, effective September 29, 2014.
Net sales increased 24% in the quarter ended September 30, 2014 to $71.3 million, compared to net sales of $57.6 million in the quarter ended September 30, 2013, driven primarily by a 30% increase in global foot and ankle sales.
Our U.S. sales increased 19% in the third quarter of 2014, as a 28% increase in foot and ankle sales and a 4% increase in biologics sales were partially offset by a 7% decrease in upper extremity sales.
Our international sales increased 37% to $20.0 million in the third quarter of 2014, compared to $14.6 million in the third quarter of 2013, primarily due to the Biotech acquisition in the fourth quarter of 2013. The remaining growth was driven primarily by our market focus in Asia and the United Kingdom.
In the third quarter of 2014, we recorded a net loss from continuing operations of $49.6 million, compared to a net loss from continuing operations of $124.5 million for the third quarter of 2013. The decrease in pre-tax net loss from continuing operations was driven by:
•
$207.2 million ($171.3 million net of taxes) of impairment and other charges related to assets acquired from BioMimetic, including $1.0 million of charges recorded within Cost of Sales to write down inventory to its estimated net realizable value, recorded in the third quarter of 2013; and
•
$10.4 million ($6.0 million net of taxes) decrease in transition costs associated with the sale of our OrthoRecon business.
These favorable impacts were partially offset by pre-tax items unfavorably impacting the net loss in the third quarter of 2014 that included:
•
$84.6 million ($84.6 million net of taxes) year-over-year unfavorability from mark-to-market adjustments on the Contingent Value Rights (CVRs) issued in connection with the acquisition of BioMimetic;
•
$1.2 million ($1.2 million net of taxes) of expenses associated with executive management changes in the third quarter of 2014;
•
$1.7 million ($1.7 million net of taxes) of charges due to the fair value adjustment to contingent consideration associated with our acquisition of WG Healthcare; and
•
decreased profitability, primarily driven by expense dis-synergies following the sale of our OrthoRecon business.
Opportunities and Challenges. Following the sale of the OrthoRecon business, we are well positioned and committed to accelerating growth in our foot and ankle business and increasing U.S. foot and ankle sales productivity. We have made changes to attempt to realize these opportunities, including aggressively converting a portion of our U.S. independent distributor foot and ankle territories to direct employee sales representation, and substantially increasing our investment in foot and ankle medical education to drive market adoption of new products and technologies.
Business continuity, investments in innovation, and a seamless customer experience are top priorities, and we are highly focused on ensuring that no business momentum is lost during the transition period. As such, we have had inefficiencies post the transaction but will have an excellent opportunity to improve efficiency and leverage fixed costs in the business going forward. Additionally, there have been, and continue to be, expense dis-synergies as a result of the transaction, and we have had, and continue to expect, short-term revenue dis-synergies as we work through the separation of some of the remaining full-line distribution both in the U.S. and outside the U.S.
Following the sale of the OrthoRecon business, we are a high growth business. However, we do anticipate having operating losses until we are able to grow our revenue to a sufficient level to support our current cost structure, including the inherent infrastructure costs of our industry.
Significant Industry Factors. Our industry is affected by numerous competitive, regulatory, and other significant factors. The growth of our business relies on our ability to continue to develop new products and innovative technologies, obtain regulatory clearance and maintain compliance for our products, protect the proprietary technology of our products and our manufacturing processes, manufacture our products cost-effectively, respond to competitive pressures specific to each of our geographic markets, including our ability to enforce non-compete agreements, and successfully market and distribute our products in a profitable

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manner. We, and the entire industry, are subject to extensive governmental regulation, primarily by the FDA. Failure to comply with regulatory requirements could have a material adverse effect on our business.

Results of Operations
On January 9, 2014, we completed the sale of the OrthoRecon business to MicroPort. The financial results of the OrthoRecon business, along with on-going expenses associated with that business, have been reflected within discontinued operations for all periods presented.
Comparison of three months ended September 30, 2014 to three months ended September 30, 2013
The following table sets forth, for the periods indicated, our results of operations expressed as dollar amounts (in thousands) and as percentages of net sales:
 
Three Months Ended September 30,
 
2014
 
2013
 
Amount
 
% of Sales
 
Amount
 
% of Sales
Net sales
$
71,307

 
100.0
%
 
$
57,641

 
100.0
%
Cost of sales 1
16,703

 
23.4
%
 
14,037

 
24.4
%
Gross profit
54,604

 
76.6
%
 
43,604

 
75.6
%
Operating expenses:
 
 
 

 
 
 
 
Selling, general and administrative 1
66,926

 
93.9
%
 
63,054

 
109.4
%
Research and development 1
5,948