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8-K - 8-K - DJO Finance LLCa11-28945_18k.htm

Exhibit 99.1

 

DJO Investor/Media Contact:

DJO Global, Inc.

Matt Simons

SVP Business Development and Investor Relations

760.734.5548

matt.simons@DJOglobal.com

 

FOR IMMEDIATE RELEASE

 

DJO GLOBAL ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER 2011

 

SAN DIEGO, CA, November 2, 2011DJO Global, Inc. (“DJO” or the “Company”), a leading global provider of medical device solutions for musculoskeletal health, vascular health and pain management, today announced financial results for its operating subsidiary, DJO Finance LLC (“DJOFL”), for the third quarter of fiscal 2011, ended October 1, 2011.

 

Third Quarter Results

 

DJOFL achieved net sales for the third quarter of 2011 of $263.1 million, reflecting growth of 12.7 percent compared to net sales of $233.6 million for the third quarter of 2010. Net sales for the third quarter of 2011 were favorably impacted by changes in foreign currency exchange rates compared to the rates in effect in the third quarter of 2010.  Excluding the impact of foreign exchange rate changes (“constant currency”), net sales for the third quarter of 2011 increased 10.7 percent compared to net sales for the third quarter of 2010.

 

DJO’s third quarter 2011 included net sales from businesses recently acquired, as follows: Elastic Therapy, Inc. (“ETI”), acquired on January 4, 2011, Circle City Medical (“Circle City”), acquired on March 10, 2011 and Dr. Comfort (“DRC”), acquired on April 7, 2011. On a pro forma basis, as if the acquisitions of ETI, Circle City and DRC had all closed on January 1, 2010, DJO net sales for the current quarter would reflect pro forma growth of 1.4 percent over pro forma net sales of $259.4 million for the third quarter of 2010. In constant currency, net sales for the current quarter were approximately flat with pro forma net sales in the third quarter of 2010. Sales to customers in the United States by all of the acquired businesses are included within the Company’s Bracing and Vascular segment, and sales to international customers are included within the Company’s International segment.

 

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For the third quarter of 2011, DJOFL reported a net loss attributable to DJOFL of $25.8 million, compared to a net loss of $7.7 million for the third quarter of 2010. As detailed in the attached financial tables, the results for the current and prior year third quarter periods were impacted by significant non-cash items, non-recurring items and other adjustments.

 

The Company defines Adjusted EBITDA as net (loss) income attributable to DJOFL plus interest expense, net, income tax expense (benefit), and depreciation and amortization, further adjusted for certain non-cash items, non-recurring items and other adjustment items as permitted in calculating covenant compliance under the Company’s senior secured credit facility and the indentures governing its 10.875% and 7.75% senior notes and its 9.75% senior subordinated notes. Reconciliation between net loss and Adjusted EBITDA is included in the attached financial tables.

 

Adjusted EBITDA for the third quarter of 2011 was $61.0 million, or 23.2 percent of net sales, approximately flat with Adjusted EBITDA of $61.3 million, or 26.2 percent of net sales, for the third quarter of 2010. Adjusted EBITDA for the third quarter of 2011 includes $0.5 million related to favorable changes in foreign currency exchange rates compared to the rates in effect in the third quarter of 2010. Adjusted EBITDA and Adjusted EBITDA as a percentage of net sales (Adjusted EBITDA margin) in the current third quarter period were unfavorably impacted, compared to the third quarter of 2010, by certain changes in product mix, net freight expense and pricing, all of which reduced gross profit as a percentage of net sales, and also by certain operating expense investments made in the Company’s commercial infrastructure. On September 30, 2011, the Company announced a leadership transition for its U.S. commercial organization and that the Company had taken steps to reduce its operating expenses to better match current global market conditions and to make funds available to invest in future growth opportunities. These actions are expected to reduce the Company’s annualized operating expense run rate by $4 - 5 million, beginning in the fourth quarter of 2011.

 

For the twelve month period ended October 1, 2011 (LTM), Adjusted EBITDA was $285.6 million, or 26.3 percent of LTM pro forma net sales of $1,086.8 million, including LTM pre-acquisition Adjusted EBITDA from recently acquired businesses of $15.4 million and future cost savings expected to be achieved related to the acquired businesses of $8.3 million.

 

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As of October 1, 2011, the Company had cash balances of $39.3 million and available liquidity of $77.0 million under its revolving line of credit.

 

“Although many parts of our business performed quite well in the third quarter,” said Mike Mogul, DJO’s president and chief executive officer, “ these wins were largely offset by headwinds in certain of our markets that are constraining our total net revenue growth.

 

“We are seeing exciting early success with new products recently launched, including our VenaFlow Elite™ dynamic compression therapy pump used to combat Deep Vein Thrombosis, our Reaction™ knee brace for patients with anterior knee pain and our Exos range of upper extremity products incorporating thermoformable polymer technology, all within our Bracing and Vascular segment, our first-to-market Compex® wireless muscle stimulator and our Shockwave™ clinical device in our International segment and our Turon™ shoulder product in our Surgical Implant segment. We expect that these new products, and other important new products we intend to launch in the first quarter of 2012, will make strong contributions to accelerating DJO’s future revenue growth.

 

“Many other parts of our business also continue to perform quite well, with net sales growth compared to the prior year in the mid-single digits or higher, such as spinal stimulation, which continues to grow faster than we believe the market is growing, several product lines within our Chattanooga business, which are benefitting from our increasing penetration of the long-term care market segment, our shoulder portfolio within our Surgical Implant segment, which, including the new Turon product and our Reverse® Shoulder Prosthesis, delivered very strong growth in net sales of over 25% in the third quarter, and several markets within our International segment where we are either increasing our penetration of new market segments or taking market share.

 

“Offsetting these highlights, certain of our businesses continue to face significant market headwinds. Our business that is currently the most impacted is our Empi business, which saw net sales decline by $4.4 million in the third quarter as compared to net sales in the prior year third quarter period.   The decline in Empi revenue is primarily due to unfavorable decisions made by certain third party payors related to insurance pricing for certain products and a reported decrease in patient visits to physical therapy clinics, where many of the Empi products

 

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are dispensed.  Sales of hip and knee products within our Surgical Implant segment also declined by $1.4 million in the third quarter compared to the prior year period due to poor market conditions and the loss of certain customers. The aggregate decline in revenue in our Empi and surgical hip and knee businesses reduced the Company’s total revenue growth in the quarter by 240 basis points.

 

“Although there may not be short-term fixes available for each of these challenges, we are approaching anniversary dates for some of the Empi reimbursement changes, which will make future year-over-year sales comparisons more favorable, and we have other strategies in place, which should positively impact the Empi business and the surgical hip and knee business in the medium to long-term.

 

“In the four months since I joined DJO, I have become increasingly optimistic about the depth and breadth of opportunities available to add value to our customers and to accelerate DJO’s revenue growth. We see many opportunities to improve commercial execution, to develop new products and services and to expand our market penetration with our strong commercial footprint. We expect these opportunities to positively impact our reported growth rates in the very near future.”

 

Sales by Business Segment

 

With the addition of the recent acquisitions, DJO’s Bracing and Vascular segment reported over 29% sales growth in the third quarter of 2011, compared to the third quarter of 2010. On a pro forma basis, as if all of the acquisitions had closed at the beginning of the third quarter in 2010, current quarter revenue in the Bracing and Vascular segment increased 0.7% compared with the third quarter of the prior year.

 

Primarily as a result of declining sales within the Empi business, sales for the Recovery Sciences segment contracted by 4.6% compared to the third quarter of 2010.

 

Third quarter sales within our International segment were strong at $64.5 million, growing 17.3% over the prior year period. This result included the international component of the ETI and DRC acquisitions, as well as approximately $4.5 million of favorable foreign exchange benefit. In constant currency, and on a pro forma basis for the acquisitions, growth over the prior year third quarter was 3.1%.

 

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Surgical Implant segment sales were $15.2 million in the third quarter, growing 4.6% over the third quarter of 2010.

 

Nine Month Results

 

DJOFL achieved net sales of $790.6 million for the first nine months of 2011, reflecting growth of 10.4 percent compared to net sales of $716.2 million for the first nine months of 2010. Net sales for the first nine months of 2011 were favorably impacted by changes in foreign currency exchange rates compared to the rates in effect in the first nine months of 2010.  The first nine months of 2011 included 191 shipping days compared to 192 days in the first nine months of 2010. In constant currency, average daily sales for the first nine months of 2011 increased 9.3 percent compared to average daily sales for the first nine months of 2010.

 

DJO’s first nine months of 2011 included net sales from businesses recently acquired. On a pro forma basis, as if the acquisitions of ETI, Circle City and DRC had closed on January 1, 2010, DJO net sales would have been $811.3 million for the first nine months of 2011 and $795.2 million for the first nine months of 2010, reflecting pro forma growth in average daily sales for the first nine months of 2011 of 2.6 percent, or 1.0 percent in constant currency, over pro forma average daily sales in the first nine months of 2010.

 

For the first nine months of 2011, DJOFL reported a net loss attributable to DJOFL of $66.3 million, compared to a net loss attributable to DJOFL of $41.1 million for the first nine months of 2010. As detailed in the attached financial tables, the results for the current and prior year nine month periods were impacted by significant non-cash items, non-recurring items and other adjustments.

 

Adjusted EBITDA for the first nine months of 2011 was $189.8 million, or 24.0 percent of net sales, compared to Adjusted EBITDA of $190.2 million, or 26.6 percent of net sales, for the first nine months of 2010. Adjusted EBITDA for the first nine months of 2011 includes $1.4 million related to favorable changes in foreign currency exchange rates compared to the rates in effect for the first nine months of 2010.

 

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Conference Call Information

 

DJO has scheduled a conference call to discuss this announcement beginning at 1 PM, Eastern Time today, November 2, 2011. Individuals interested in listening to the conference call may do so by dialing (866) 394-8509 (International callers please use (706) 643-6833), using the reservation code 22322226.  A telephone replay will be available for 48 hours following the conclusion of the call by dialing (855) 859-2056 and using the above reservation code.  The live conference call and replay will be available via the Internet at www.DJOglobal.com.

 

About DJO Global

 

DJO Global is a leading global developer, manufacturer and distributor of high-quality medical devices that provide solutions for musculoskeletal health, vascular health and pain management. The Company’s products address the continuum of patient care from injury prevention to rehabilitation after surgery, injury or from degenerative disease, enabling people to regain or maintain their natural motion. Its products are used by orthopedic specialists, spine surgeons, primary care physicians, pain management specialists, physical therapists, podiatrists, chiropractors, athletic trainers and other healthcare professionals. In addition, many of the Company’s medical devices and related accessories are used by athletes and patients for injury prevention and at-home physical therapy treatment. The Company’s product lines include rigid and soft orthopedic bracing, hot and cold therapy, bone growth stimulators, vascular therapy systems and compression garments, therapeutic shoes and inserts, electrical stimulators used for pain management and physical therapy products. The Company’s surgical division offers a comprehensive suite of reconstructive joint products for the hip, knee and shoulder. DJO Global’s products are marketed under a portfolio of brands including Aircast®, Chattanooga, CMF™, Compex®, DonJoy®, Empi®, ProCare®, DJO® Surgical and Dr. Comfort®. For additional information on the Company, please visit www.DJOglobal.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements relate to, among other things, the Company’s expectations for its businesses relative to current market conditions and global economic conditions; its

 

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opportunities to improve commercial execution, to develop new products and services and to expand its market penetration; the impact from the Company’s acquisition strategy on revenue growth and profitability and future cost savings expected to be achieved related to the acquisitions; and the impact from steps taken to reduce operating expenses to better match current global market conditions and to make funds available to invest in future growth opportunities. The words “believe,” “will,” “should,” “expect,” “intend,” “estimate” and “anticipate,” variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based on the Company’s current expectations and are subject to a number of risks, uncertainties and assumptions, many of which are beyond the Company’s ability to control or predict. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The important factors that could cause actual operating results to differ significantly from those expressed or implied by such forward-looking statements include, but are not limited to; the successful execution of the Company’s business strategies relative to its Bracing and Vascular, Recovery Sciences, International and Surgical Implant segments; the continued growth of the markets the Company addresses and any impact on these markets from changes in global economic conditions; the successful execution of the Company’s sales and acquisition strategies; the Company’s highly leveraged financial position resulting primarily from the indebtedness incurred in connection with the November 2007 merger of ReAble Therapeutics, Inc. and DJO Global, (the “DJO Merger”), recent notes offering, and other recent acquisitions; the impact on the Company and its customers from changes in global credit markets; the impact of potential reductions in reimbursement levels by Medicare and other governmental and commercial payors; the Company’s ability to successfully develop, license or acquire, and timely introduce and market new products or product enhancements; risks associated with the implementation of the Company’s new ERP system; risks relating to the Company’s international operations; resources needed and risks involved in complying with government regulations and in developing and protecting intellectual property; the impact of a previously-announced pending government investigation and related private lawsuit concerning industry reimbursement and marketing practices in the bone growth stimulation market; the availability and sufficiency of insurance coverage for pending and future product liability claims, including multiple lawsuits related to the Company’s cold therapy products and its discontinued pain pump business; and the effects of healthcare reform, Medicare competitive bidding, managed

 

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care and buying groups on the prices of the Company’s products. These and other risk factors related to DJO are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 3, 2011 with the Securities and Exchange Commission. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the Company’s ability to control or predict.

 

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DJO Finance LLC

 

Unaudited Condensed Consolidated Statements of Operations

(In thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 1,
2011

 

October 2,
2010

 

October 1,
2011

 

October 2,
2010

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

263,118

 

$

233,559

 

$

790,615

 

$

716,162

 

Cost of sales (exclusive of amortization, see note 1)

 

107,463

 

84,147

 

311,709

 

256,066

 

Gross profit

 

155,655

 

149,412

 

478,906

 

460,096

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

115,854

 

102,672

 

361,761

 

330,060

 

Research and development

 

6,477

 

5,892

 

19,721

 

16,923

 

Amortization of intangible assets

 

24,435

 

19,403

 

69,373

 

58,128

 

 

 

146,766

 

127,967

 

450,855

 

405,111

 

Operating income

 

8,889

 

21,445

 

28,051

 

54,985

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

(42,764

)

(37,240

)

(126,320

)

(114,867

)

Interest income

 

77

 

92

 

240

 

232

 

Loss on modification of debt

 

 

 

(2,065

)

(1,096

)

Other income (expense), net

 

(6,004

)

4,981

 

(1,551

)

2,460

 

 

 

(48,691

)

(32,167

)

(129,696

)

(113,271

)

Loss before income taxes

 

(39,802

)

(10,722

)

(101,645

)

(58,286

)

Income tax benefit

 

14,096

 

3,191

 

36,055

 

17,983

 

Net loss

 

(25,706

)

(7,531

)

(65,590

)

(40,303

)

Net income attributable to noncontrolling interests

 

(58

)

(184

)

(668

)

(827

)

Net loss attributable to DJO Finance LLC

 

$

(25,764

)

$

(7,715

)

$

(66,258

)

$

(41,130

)

 


Note 1 — Cost of sales is exclusive of amortization of intangible assets of $9,688 and $28,831 for the three and nine months ended October 1, 2011, and $9,230 and $27,211 for the three and nine months ended October 2, 2010, respectively.

 

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DJO Finance LLC

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

October 1,
2011

 

December 31,
2010

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

39,323

 

$

38,132

 

Accounts receivable, net

 

155,863

 

145,523

 

Inventories, net

 

138,045

 

103,100

 

Deferred tax assets, net

 

44,985

 

48,061

 

Prepaid expenses and other current assets

 

24,825

 

23,419

 

Total current assets

 

403,041

 

358,235

 

Property and equipment, net

 

99,002

 

85,020

 

Goodwill

 

1,354,948

 

1,188,887

 

Intangible assets, net

 

1,174,701

 

1,110,841

 

Other assets

 

40,522

 

36,807

 

Total assets

 

$

3,072,214

 

$

2,779,790

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

51,764

 

$

48,947

 

Accrued interest

 

52,855

 

15,578

 

Current portion of debt and capital lease obligations

 

8,821

 

8,821

 

Other current liabilities

 

91,412

 

81,709

 

Total current liabilities

 

204,852

 

155,055

 

Long-term debt and capital lease obligations

 

2,133,161

 

1,816,291

 

Deferred tax liabilities, net

 

271,423

 

289,913

 

Other long-term liabilities

 

15,513

 

11,712

 

Total liabilities

 

2,624,949

 

2,272,971

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

DJO Finance LLC membership equity:

 

 

 

 

 

Member capital

 

833,870

 

830,994

 

Accumulated deficit

 

(391,065

)

(324,807

)

Accumulated other comprehensive income (loss)

 

1,762

 

(2,048

)

Total membership equity

 

444,567

 

504,139

 

Noncontrolling interests

 

2,698

 

2,680

 

Total equity

 

447,265

 

506,819

 

Total liabilities and equity

 

$

3,072,214

 

$

2,779,790

 

 

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DJO Finance LLC

Unaudited Segment Information

(In thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

October 1,
2011

 

October 2,
2010

 

October 1,
2011

 

October 2,
2010

 

Net sales:

 

 

 

 

 

 

 

 

 

Bracing and Vascular (1)

 

$

101,452

 

$

78,156

 

$

281,687

 

$

232,087

 

Recovery Sciences

 

81,956

 

85,884

 

253,335

 

257,361

 

International

 

64,475

 

54,960

 

207,423

 

179,979

 

Surgical Implant

 

15,235

 

14,559

 

48,170

 

46,735

 

 

 

$

263,118

 

$

233,559

 

$

790,615

 

$

716,162

 

Gross Profit:

 

 

 

 

 

 

 

 

 

Bracing and Vascular (1)

 

$

52,997

 

$

42,521

 

$

149,593

 

$

127,865

 

Recovery Sciences

 

61,573

 

66,753

 

191,836

 

195,773

 

International

 

36,472

 

30,697

 

118,376

 

106,097

 

Surgical Implant

 

10,698

 

10,258

 

34,239

 

34,533

 

Expenses not allocated to segments and eliminations

 

(6,085

)

(817

)

(15,138

)

(4,172

)

 

 

$

155,655

 

$

149,412

 

$

478,906

 

$

460,096

 

Operating Income:

 

 

 

 

 

 

 

 

 

Bracing and Vascular (1)

 

$

18,844

 

$

17,188

 

$

54,339

 

$

50,428

 

Recovery Sciences

 

21,392

 

30,962

 

68,892

 

85,441

 

International

 

11,723

 

9,752

 

40,790

 

40,787

 

Surgical Implant

 

827

 

401

 

2,230

 

4,545

 

Expenses not allocated to segments and eliminations

 

(43,897

)

(36,858

)

(138,200

)

(126,216

)

 

 

$

8,889

 

$

21,445

 

$

28,051

 

$

54,985

 


(1)          During the first quarter of 2011, we changed the name of our Bracing and Supports segment to Bracing and Vascular to reflect the addition of our recent acquisitions, which have increased our focus on the vascular market. This segment includes the U.S. results of operations attributable to Dr. Comfort, ETI, and Circle City, from their respective dates of acquisition. This change had no impact on previously reported segment information.

 

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DJO Finance LLC

Adjusted EBITDA

For the Three Months and Nine Months Ended October 1, 2011 and October 2, 2010

and the Twelve Months Ended October 1, 2011

(unaudited)

 

Our Senior Secured Credit Facility, consisting of an $845.2 million term loan and a $100.0 million revolving credit facility, under which $23.0 million was outstanding as of October 1, 2011, and the Indentures governing our $675.0 million and $300.0 million of 10.875% and 7.75% senior notes, respectively, and $300.0 million of 9.75% senior subordinated notes represent significant components of our capital structure. Under our Senior Secured Credit Facility, we are required to maintain specified senior secured leverage ratios, which become more restrictive over time, and which are determined based on our Adjusted EBITDA. If we fail to comply with the senior secured leverage ratio under our Senior Secured Credit Facility, we would be in default. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could elect to declare all amounts outstanding under the Senior Secured Credit Facility to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the Senior Secured Credit Facility could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the Senior Secured Credit Facility. Any acceleration under the Senior Secured Credit Facility would also result in a default under the Indentures governing the notes, which could lead to the note holders electing to declare the principal, premium, if any, and interest on the then outstanding notes immediately due and payable. In addition, under the Indentures governing the notes, our ability to engage in activities such as incurring additional indebtedness, making investments, refinancing subordinated indebtedness, paying dividends and entering into certain merger transactions is governed, in part, by our ability to satisfy tests based on Adjusted EBITDA. Our ability to meet the covenants specified above will depend on future events, many of which are beyond our control, and we cannot assure you that we will meet those covenants.

 

Adjusted EBITDA is defined as net income (loss) attributable to DJO Finance LLC plus interest expense, net, income tax expense (benefit), and depreciation and amortization, further adjusted for certain non-cash items, non-recurring items and other adjustment items as permitted in calculating covenant compliance and other ratios under the Company’s Senior Secured Credit Facility and the Indentures governing its 10.875% and 7.75% senior notes and its 9.75% senior subordinated notes. We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about the calculation of, and compliance with, certain financial covenants and other ratios in our Senior Secured Credit Facility and the Indentures. Adjusted EBITDA is a material component of these calculations.

 

Adjusted EBITDA should not be considered as an alternative to net income (loss) or other performance measures presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), or as an alternative to cash flow from operations as a measure of our liquidity. Adjusted EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. In particular, the definition of Adjusted EBITDA under our Senior Secured Credit Facility and the Indentures allows us to add back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net income (loss). However, these are expenses that may recur, vary greatly and are difficult to predict. While Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation.

 

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The following table provides reconciliation between net loss and Adjusted EBITDA:

 

 

 

(unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

Twelve
Months
Ended

 

(In thousands)

 

October 1,
2011

 

October 2,
 2010

 

October 1,
2011

 

October 2,
 2010

 

October 1,
2011

 

Net loss attributable to DJO Finance LLC

 

$

(25,764

)

$

(7,715

)

$

(66,258

)

$

(41,130

)

$

(77,660

)

Interest expense, net

 

42,687

 

37,148

 

126,080

 

114,635

 

166,316

 

Income tax benefit

 

(14,096

)

(3,191

)

(36,055

)

(17,983

)

(52,327

)

Depreciation and amortization

 

32,008

 

25,924

 

90,678

 

77,754

 

116,443

 

Non-cash charges (a)

 

5,619

 

659

 

12,445

 

2,657

 

13,248

 

Non-recurring and integration charges (b)

 

12,729

 

11,406

 

52,902

 

49,249

 

63,828

 

Other adjustment items, before adjustments applicable for the twelve month period only (c)

 

7,847

 

(2,971

)

9,970

 

4,980

 

32,102

 

Adjusted EBITDA before other adjustment items applicable for the twelve month period only

 

 

 

 

 

 

 

 

 

261,950

 

 

 

 

 

 

 

 

 

 

 

 

 

Other adjustment items applicable for the twelve month period only (d)

 

 

 

 

 

 

 

 

 

 

 

Pre-acquisition Adjusted EBITDA

 

 

 

 

 

 

 

 

 

15,415

 

Future cost savings

 

 

 

 

 

 

 

 

 

8,273

 

Adjusted EBITDA

 

$

61,030

 

$

61,260

 

$

189,762

 

$

190,162

 

$

285,638

 

 


(a)          Non-cash charges are comprised of the following:

 

 

 

Three Months Ended

 

Nine Months Ended

 

Twelve
Months
Ended

 

(In thousands)

 

October 1,
2011

 

October 2,
 2010

 

October 1,
2011

 

October 2,
 2010

 

October 1,
2011

 

Stock compensation expense

 

$

369

 

$

444

 

$

1,700

 

$

1,309

 

$

2,279

 

Impairment of Chattanooga assets held for sale

 

 

 

350

 

1,147

 

350

 

Purchase accounting adjustments

 

5,014

 

 

9,972

 

 

9,972

 

Loss on disposal of assets, net

 

236

 

215

 

423

 

201

 

647

 

Total non-cash charges

 

$

5,619

 

$

659

 

$

12,445

 

$

2,657

 

$

13,248

 

 

(b)         Non-recurring and integration charges are comprised of the following:

 

 

 

Three Months Ended

 

Nine Months Ended

 

Twelve
Months
Ended

 

(In thousands)

 

October 1,
2011

 

October 2,
 2010

 

October 1,
2011

 

October 2,
 2010

 

October 1,
2011

 

Integration charges:

 

 

 

 

 

 

 

 

 

 

 

U.S. commercial sales and marketing reorganization

 

$

243

 

$

2,546

 

$

1,861

 

$

8,882

 

$

2,371

 

Chattanooga integration

 

 

567

 

127

 

8,118

 

945

 

CEO transition

 

700

 

 

4,187

 

 

4,187

 

Acquisition related expenses and integration (1)

 

697

 

 

8,159

 

 

8,159

 

Other integration

 

4,001

 

1,635

 

7,176

 

4,933

 

8,475

 

Litigation costs and settlements, net

 

1,302

 

1,982

 

4,520

 

4,496

 

7,585

 

Additional product liability insurance (2)

 

20

 

 

3,322

 

11,138

 

3,322

 

ERP implementation

 

5,766

 

4,676

 

23,550

 

11,682

 

28,784

 

Total non-recurring and integration charges

 

$

12,729

 

$

11,406

 

$

52,902

 

$

49,249

 

$

63,828

 

 


(1)          Consists of direct acquisition costs and integration expenses related to the Dr. Comfort, ETI and Circle City acquisitions.

 

(2)          Primarily consists of insurance premiums related to a supplemental five-year extended reporting period for product liability claims related to discontinued pain pump products and certain cold therapy products, for which annual insurance coverage was not renewed.

 

-more-

 



 

(c)          Other adjustment items are comprised of the following:

 

 

 

Three Months Ended

 

Nine Months Ended

 

Twelve
Months
Ended

 

(In thousands)

 

October 1,
2011

 

October 2,
 2010

 

October 1,
2011

 

October 2,
 2010

 

October 1,
2011

 

Blackstone monitoring fees

 

$

1,750

 

$

1,750

 

$

5,250

 

$

5,250

 

$

7,000

 

Noncontrolling interests

 

58

 

184

 

668

 

827

 

698

 

Loss on modification and extinguishment of debt (1)

 

 

 

2,065

 

1,096

 

20,767

 

Other (2)

 

6,039

 

(4,905

)

1,987

 

(2,193

)

3,637

 

Total other adjustment items

 

$

7,847

 

$

(2,971

)

$

9,970

 

$

4,980

 

$

32,102

 

 


(1)          Loss on modification of debt for the nine months ended October 1, 2011 is comprised of fees and expenses associated with the February 2011 amendment of our Senior Secured Credit Facility, which increased the total net leverage ratio limitation in the permitted acquisitions covenant from 6.0x to 7.0x, and deemed the ETI acquisition to have been made as a permitted acquisition. Loss on modification of debt for the nine months ended October 2, 2010 is comprised of $1.1 million of fees and expenses related to the prepayment of $101.5 million of our term loan in January 2010. The twelve months ended October 1, 2011 also included $13.0 million of premiums, $4.3 million for non-cash write-off of unamortized debt issuance costs and $1.4 million of fees and expenses associated with the redemption of our $200 million of 11.75% senior subordinated notes in October 2010.

 

(2)          Other adjustments consist primarily of net realized and unrealized foreign currency transaction gains and losses.

 

(d)         Other adjustment items applicable for the twelve month period only include pre-acquisition Adjusted EBITDA and future cost savings related to the acquisitions of Dr. Comfort, ETI, and Circle City.

 

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