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EX-10.1 - EX-10.1 - Orthofix Medical Inc.ofix-ex101_2015042329.htm

Exhibit 99.1

Orthofix International Reports Fourth Quarter and Fiscal 2014

Financial Results

 

Appoints Doug Rice as Chief Financial Officer

 

 

Lewisville, Texas – April 29, 2015 -- Orthofix International N.V. (NASDAQ:OFIX) (the “Company,” “we,” “us” or “our”), a diversified, global medical device company focused on developing and delivering innovative repair and regenerative solutions to the spine and orthopedic markets, today reported its financial results for the fourth quarter and fiscal year ended December 31, 2014 and announced the appointment of Doug Rice as the Company’s new Chief Financial Officer, effective April 24, 2015.

 

Fourth Quarter Highlights

 

·

Net sales were $100.3 million, a decrease of 5.3% on a reported basis (3.4% on a constant currency basis).

·

Gross profit was $78.8 million, or 78.6% of sales, compared to $71.8 million, or 67.8% of sales, in 2013.

·

Total net margin was $36.5 million, an increase of 41.6% over $25.8 million in 2013.

·

Operating income (loss) was $4.0 million compared to ($10.1) million in 2013.

·

Adjusted EBITDA was $16.4 million or 16.4% of net sales, compared to $8.6 million or 8.2% of net sales in 2013.

·

Released TrueLok Hexapod system, Unyco monocortical fixation screw, and on a limited basis, SkyHawk lateral spine fusion system.

 

Fiscal Year 2014 Highlights

 

·

Net sales grew to $402.3 million, an increase of 1.2% on a reported basis (1.2% on a constant currency basis).

·

Gross profit was $303.4 million, or 75.4% of sales, compared to $290.7 million, or 73.1% of sales, in 2013.

·

Total net margin was $136.8 million, an increase of 18.7% over $115.2 million in 2013.

·

Operating income (loss) was $17.1 million compared to ($11.2) million in 2013.

·

Adjusted EBITDA was $65.4 million or 16.3% of net sales, compared to $56.0 million or 14.1% of net sales in 2013.

·

In addition to the Q4 product launches, in 2014 we released TrueLok Hex outside the U.S., Centurion Cervico-Thoracic system, LoneStar standalone cervical interbody and SambaScrew sacroiliac fusion system.

·

Began project Bluecore, a company-wide multi-year process and systems improvement initiative.

 

“While we spent a lot of time and resources in 2014 focused on the restatement of our financials, behind the scenes we made good progress in many financial and operating facets of our business to position us for future success,”  said President and Chief Executive Office, Brad Mason.  “I am also pleased to announce that Doug Rice has been named CFO. His tireless efforts and uncompromising commitment to quality work were critical in getting us through the restatement.”

 

Fourth Quarter Financial Results

 

Net sales were $100.3 million, a 5.3% decline compared to $105.9 million in the prior year period. Net sales decreased by 3.4% on a constant currency basis. The decline was primarily due to timing of payments from our cash-based international stocking distributors in our Extremity Fixation and Spine Fixation segments as well as continued top line pressure in our U.S. Spine Fixation business due to sales force disruption.

 

Gross profit increased $7.0 million to $78.8 million, compared to $71.8 million in the prior year period.  Gross margin increased to 78.6%, compared to 67.8% in the prior year period.  The year-over-year increase in gross margin was driven primarily by higher inventory reserve requirements in 2013.

 

Total net margin (gross profit minus sales and marketing expenses) was $36.5 million, an increase of 41.6% over $25.8 million in 2013. This improvement was driven by both the increase in gross profit and the reduction in sales & marketing expenses.

 

Operating expenses decreased by $6.9 million to $74.9 million, compared to $81.8 million in the prior year period.  The decrease in operating expenses was driven by declines in costs related to the accounting review and restatement as well as sales and marketing expenses, offset by an increase in other general and administrative expenses.

 

Operating income (loss) was $4.0 million compared to ($10.1) million in 2013.


 

Adjusted EBITDA from continuing operations, which excluded accounting review and restatement expenses, Bluecore infrastructure investments and other expenses was $16.4 million or 16.4% of net sales, compared to $8.6 million or 8.2% of net sales in the prior year period.

 

Net loss from continuing operations was $5.1 million, or ($0.27) per diluted share, compared to $9.6 million, or ($0.53) per diluted share in the prior year period.  

 

Adjusted net loss from continuing operations was $0.9 million, or ($0.05) per diluted share, compared to adjusted net loss of $3.7 million, or ($0.21) per diluted share in 2013.

 

As of December 31, 2014, cash and cash equivalents (including restricted cash) were $71.2 million compared to $52.7 million as of December 31, 2013.  As of December 31, 2014 the Company had no outstanding indebtedness and borrowing capacity of $100 million.

 

Fiscal Year 2014 Financial Results

 

Net sales were $402.3 million, a 1.2% increase compared to $397.6 million in 2013. Net sales increased by 1.3% on a constant currency basis. The increase was primarily due to enhancements to the sales organizations made in 2014 and the reduction of third party payor revenue in 2013 due to our billable package transition in our BioStim SBU. Additionally, new product launches and improvement in international collections of cash basis sales in our Extremity Fixation SBU contributed to the net sales increase. Offsetting this growth was declining revenue in Brazil and the Spine Fixation SBU.

 

Gross profit increased $12.7 million to $303.4 million, compared to $290.7 million in the prior year period.  Gross margin increased to 75.3% compared to 73.1% in the prior year period.  The increase in gross margin was driven by higher inventory reserves in 2013.

 

Total net margin was $136.8 million, an increase of 18.7% over $115.2 million in 2013. This increase was driven by both the increase in gross profit and the reduction in sales & marketing expenses.

 

Operating expenses decreased by $15.7 million to $286.2 million, compared to $301.9 million in the prior year period.  The decrease in operating expenses was primarily driven by a combination of lower sales and marketing expenses, and the goodwill impairment charge in 2013.

 

Operating income (loss) was $17.1 million compared to ($11.2) million in 2013.

 

Adjusted EBITDA from continuing operations, which excluded a strategic investment to MTF, accounting review and restatement expenses, Bluecore infrastructure investments, goodwill impairment and other expenses was $65.4 million, 16.3% of net sales, compared to $56.0 million, 14.1% in 2013.

 

Net loss from continuing operations was $3.7 million, or ($0.20) per diluted share, compared to net loss of $18.2 million, or ($0.97) per diluted share in 2013.  

 

Adjusted net income from continuing operations was $10.2 million, or $0.55 per diluted share, compared to $10.5 million, or $0.56 per diluted share in 2013.

 

Fiscal 2015 and First Quarter Outlook

 

For the fiscal year ending December 31, 2015, the Company expects to report:

·

Net sales in the range of $385 million to $390 million, representing a decline of (0.7%) to growth of 0.6% on a constant currency basis and a decline of 4.3% to 3.1% on a reported basis.

·

Adjusted EBITDA in the range of $55 million to $58 million.

 

For the first quarter ending March 31, 2015, the Company expects to report:

·

Net sales in the range of $88 million to $90 million, representing a decline of 7.1% to 9.1% on a constant currency basis and 10.0% to 12.0% on a reported basis. This expected decline is driven by the U.S. Spine Fixation business disruption and the timing of collections in the quarter compared to the first quarter of 2014 from our Extremity and Spine Fixation cash-based distributors.  

 



Conference Call

 

Orthofix will host a conference call today at 4:30 PM Eastern time to discuss the Company’s financial results for the fourth quarter and fiscal year 2014.  Interested parties may access the conference call by dialing (888) 267-2845 in the U.S. and (973) 413-6102 outside the U.S., and entering the conference ID 38220.  A replay of the call will be available for two weeks by dialing (800) 332-6854 in the U.S. and (973) 528-0005 outside the U.S., and entering the conference ID 38220. A webcast of the conference call may be accessed by going to the Company’s website at www.orthofix.com, by clicking on the Investors link and then the Events and Presentations page.

 

About Orthofix

 

Orthofix International N.V. is a global medical device company focused on developing and delivering innovative repair and regenerative solutions to the global spine and orthopedic markets. Our products are designed to address the lifelong bone-and-joint health needs of patients of all ages, helping them achieve a more active and mobile lifestyle. We design, develop, manufacture, market and distribute medical devices used principally by musculoskeletal medical specialists for spine and orthopedic applications. Our main products are spinal implant products, human cellular and tissue based products (“HCT/P products”) used in surgical procedures, non-invasive regenerative stimulation products used to enhance bone growth and the success rate of spinal fusions and to treat non-union fractures, and external and internal fixation devices used in fracture repair, limb lengthening and bone reconstruction. Our products also include bone cement and devices for removal of bone cement used to fix artificial implants. For more information, please visit www.orthofix.com.

 

Forward-Looking Statements

 

This communication contains certain forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may include, but are not limited to, statements concerning the projections, financial condition, results of operations and businesses of Orthofix and its subsidiaries, are based on management’s current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements.

 

The forward-looking statements in this release do not constitute guarantees or promises of future performance. Factors that could cause or contribute to such differences may include, but are not limited to, risks relating to our March 2014 completed original restatement of historical financial statements following an independent review by the Audit Committee of the Company’s Board of Directors, together with related legal proceedings (including potential action by the Division of Enforcement of the SEC and pending securities class action litigation), our March 2015 completed further restatement of historical financial statements, our review of allegations of improper payments involving our Brazil-based subsidiary, our recent non-compliance with certain Nasdaq Stock Market LLC listing rules, and related pending hearings proceedings in connection therewith, the expected sales of our products, including recently launched products, unanticipated expenditures, changing relationships with customers, suppliers, strategic partners and lenders, changes to and the interpretation of governmental regulations, the resolution of pending litigation matters (including our indemnification obligations with respect to certain product liability claims against, and the government investigation of, our former sports medicine global business unit), our ongoing compliance obligations under a corporate integrity agreement with the Office of Inspector General of the Department of Health and Human Services (and related terms of probation) and a deferred prosecution agreement with the U.S. Department of Justice, risks relating to the protection of intellectual property, changes to the reimbursement policies of third parties, the impact of competitive products, changes to the competitive environment, the acceptance of new products in the market, conditions of the orthopedic industry, credit markets and the economy (including the expiration of our current secured revolving credit agreement in August 2015), corporate development and market development activities, including acquisitions or divestitures, unexpected costs or operating unit performance related to recent acquisitions, and other risks described in our 2014 Annual Report on Form 10-K, Part I, Item 1A, “Risk Factors” as well as in other reports that we file in the future.

 

Company Contact

 

 

Orthofix International N.V.

 

 

Mark Quick

 

 

P: 214-937-2924

 

 

E: markquick@orthofix.com

 

 

 

 



ORTHOFIX INTERNATIONAL N.V.

Condensed Consolidated Statements of Operations

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

(Unaudited, U.S. Dollars, in thousands, except share and per  share data)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Product sales

 

$

86,350

 

 

$

93,345

 

 

$

351,525

 

 

$

349,552

 

Marketing service fees

 

 

13,934

 

 

 

12,541

 

 

 

50,752

 

 

 

48,059

 

Net sales

 

 

100,284

 

 

 

105,886

 

 

 

402,277

 

 

 

397,611

 

Cost of sales

 

 

21,457

 

 

 

34,123

 

 

 

98,912

 

 

 

106,912

 

Gross profit

 

 

78,827

 

 

 

71,763

 

 

 

303,365

 

 

 

290,699

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

42,365

 

 

 

46,009

 

 

 

166,547

 

 

 

175,468

 

General and administrative

 

 

23,147

 

 

 

18,475

 

 

 

76,790

 

 

 

64,830

 

Research and development

 

 

6,176

 

 

 

6,115

 

 

 

24,994

 

 

 

26,768

 

Amortization of intangible assets

 

 

531

 

 

 

962

 

 

 

2,284

 

 

 

2,687

 

Costs related to the accounting review and restatement

 

 

2,655

 

 

 

10,281

 

 

 

15,614

 

 

 

12,945

 

Impairment of goodwill

 

 

 

 

 

 

 

 

 

 

 

19,193

 

 

 

 

74,874

 

 

 

81,842

 

 

 

286,229

 

 

 

301,891

 

Operating income (loss)

 

 

3,953

 

 

 

(10,079

)

 

 

17,136

 

 

 

(11,192

)

Other income and (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(430

)

 

 

(291

)

 

 

(1,785

)

 

 

(1,827

)

Other income (expense)

 

 

(1,664

)

 

 

340

 

 

 

(2,895

)

 

 

2,416

 

 

 

 

(2,094

)

 

 

49

 

 

 

(4,680

)

 

 

589

 

Income (loss) before income taxes

 

 

1,859

 

 

 

(10,030

)

 

 

12,456

 

 

 

(10,603

)

Income tax benefit (expense)

 

 

(6,949

)

 

 

391

 

 

 

(16,200

)

 

 

(7,602

)

Net loss from continuing operations

 

 

(5,090

)

 

 

(9,639

)

 

 

(3,744

)

 

 

(18,205

)

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations

 

 

(794

)

 

 

(1,083

)

 

 

(7,157

)

 

 

(15,510

)

Income tax benefit

 

 

86

 

 

 

310

 

 

 

2,364

 

 

 

4,903

 

Net loss from discontinued operations

 

 

(708

)

 

 

(773

)

 

 

(4,793

)

 

 

(10,607

)

Net loss

 

$

(5,798

)

 

$

(10,412

)

 

$

(8,537

)

 

$

(28,812

)

Net loss per common share—basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

$

(0.27

)

 

$

(0.53

)

 

$

(0.20

)

 

$

(0.97

)

Net loss from discontinued operations

 

 

(0.04

)

 

 

(0.05

)

 

 

(0.26

)

 

 

(0.57

)

Net loss per common share—basic

 

$

(0.31

)

 

$

(0.58

)

 

$

(0.46

)

 

$

(1.54

)

Net loss per common share—diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

$

(0.27

)

 

$

(0.53

)

 

$

(0.20

)

 

$

(0.97

)

Net loss from discontinued operations

 

 

(0.04

)

 

 

(0.05

)

 

 

(0.26

)

 

 

(0.57

)

Net loss per common share—diluted

 

$

(0.31

)

 

$

(0.58

)

 

$

(0.46

)

 

$

(1.54

)

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,609,844

 

 

 

18,101,793

 

 

 

18,459,054

 

 

 

18,697,228

 

Diluted

 

 

18,609,844

 

 

 

18,101,793

 

 

 

18,459,054

 

 

 

18,697,228

 

 


ORTHOFIX INTERNATIONAL N.V.

Condensed Consolidated Balance Sheets

 

 

 

December 31,

 

 

December 31,

 

(U.S. Dollars, in thousands except share and per  share data)

 

2014

 

 

2013

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

36,815

 

 

$

28,924

 

Restricted cash

 

 

34,424

 

 

 

23,761

 

Trade accounts receivable, less allowances of $7,285 and

   $9,111 at December 31, 21014 and 2013, respectively

 

 

61,358

 

 

 

70,811

 

Inventories

 

 

59,846

 

 

 

72,678

 

Deferred income taxes

 

 

37,413

 

 

 

39,999

 

Prepaid expenses and other current assets

 

 

26,552

 

 

 

28,933

 

Total current assets

 

 

256,408

 

 

 

265,106

 

Property, plant and equipment, net

 

 

48,549

 

 

 

54,372

 

Patents and other intangible assets, net

 

 

7,152

 

 

 

9,046

 

Goodwill

 

 

53,565

 

 

 

53,565

 

Deferred income taxes

 

 

18,541

 

 

 

22,394

 

Other long-term assets

 

 

8,970

 

 

 

7,492

 

Total assets

 

$

393,185

 

 

$

411,975

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

13,223

 

 

$

20,674

 

Other current liabilities

 

 

53,220

 

 

 

49,676

 

Total current liabilities

 

 

66,443

 

 

 

70,350

 

Long-term debt

 

 

 

 

 

20,000

 

Deferred income taxes

 

 

229

 

 

 

13,026

 

Other long-term liabilities

 

 

26,886

 

 

 

12,736

 

Total liabilities

 

 

93,558

 

 

 

116,112

 

Contingencies

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Common shares $0.10 par value; 50,000,000 shares authorized; 18,611,495

   and 18,102,335 issued and outstanding as of December 31, 2014 and 2013, respectively

 

 

1,861

 

 

 

1,810

 

Additional paid-in capital

 

 

232,788

 

 

 

216,653

 

Retained earnings

 

 

65,360

 

 

 

73,897

 

Accumulated other comprehensive income (loss)

 

 

(382

)

 

 

3,503

 

Total shareholders’ equity

 

 

299,627

 

 

 

295,863

 

Total liabilities and shareholders’ equity

 

$

393,185

 

 

$

411,975

 

 

 



ORTHOFIX INTERNATIONAL N.V.

Selected Financial Data

 

Net Sales by SBU

 

The following tables provide sales and constant currency sales growth by SBU for the three months and twelve months ended December 31, 2014, and 2013, respectively. Some calculations may be impacted by rounding: 

 

 

 

Net Sales by SBU

Three Months Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Constant

 

(U.S. Dollars in thousands)

 

2014

 

 

2013

 

 

Reported Growth

 

 

Currency Growth

 

BioStim

 

$

39,739

 

 

$

39,257

 

 

 

1

%

 

 

1

%

Biologics

 

$

15,163

 

 

$

13,930

 

 

 

9

%

 

 

9

%

Extremity Fixation

 

$

27,673

 

 

$

29,247

 

 

 

(5

)%

 

 

1

%

Spine Fixation

 

$

17,709

 

 

$

23,452

 

 

 

(24

)%

 

 

(24

)%

Total Net Sales

 

$

100,284

 

 

$

105,886

 

 

 

(5

)%

 

 

(3

)%

 

 

 

Net Sales by SBU

Twelve Months Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Constant

 

(U.S. Dollars in thousands)

 

2014

 

 

2013

 

 

Reported Growth

 

 

Currency Growth

 

BioStim

 

$

154,676

 

 

$

145,085

 

 

 

7

%

 

 

7

%

Biologics

 

$

55,881

 

 

$

53,746

 

 

 

4

%

 

 

4

%

Extremity Fixation

 

$

109,678

 

 

$

103,359

 

 

 

6

%

 

 

6

%

Spine Fixation

 

$

82,042

 

 

$

95,421

 

 

 

(14

)%

 

 

(14

)%

Total Net Sales

 

$

402,277

 

 

$

397,611

 

 

 

1

%

 

 

1

%

 

Net Margin by SBU

 

The following table provides net margin by SBU for the three months and twelve months ended December 31, 2014, and 2013, respectively. Some calculations may be impacted by rounding: 

 

Net Margin by SBU

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

(U.S. Dollars in thousands)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Net Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BioStim

 

$

16,928

 

 

$

15,233

 

 

$

66,096

 

 

$

63,847

 

Biologics

 

 

7,129

 

 

 

6,331

 

 

 

26,629

 

 

 

24,794

 

Extremity Fixation

 

 

9,634

 

 

 

5,724

 

 

 

31,586

 

 

 

23,704

 

Spine Fixation

 

 

3,096

 

 

 

(1,467

)

 

 

14,243

 

 

 

4,329

 

Corporate

 

 

(325

)

 

 

(67

)

 

 

(1,736

)

 

 

(1,443

)

Total net margin

 

$

36,462

 

 

$

25,754

 

 

$

136,818

 

 

$

115,231

 



Adjusted EBITDA

 

The following table reconciles reported net loss from continuing operations to EBITDA and adjusted EBITDA for the three months and twelve months ended December 31, 2014, and 2013, respectively. Some calculations may be impacted by rounding. Please refer to the Non-GAAP Performance Measures section at the end of this press release for more information about the specified items below.

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

(Unaudited, U.S. Dollars, in thousands)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Operating income (loss)

 

$

3,953

 

 

$

(10,079

)

 

$

17,136

 

 

$

(11,192

)

Other income and (expense)

 

 

(2,094

)

 

 

49

 

 

 

(4,680

)

 

 

589

 

Income tax benefit (expense)

 

 

(6,949

)

 

 

391

 

 

 

(16,200

)

 

 

(7,602

)

Net loss from continuing operations

 

$

(5,090

)

 

$

(9,639

)

 

$

(3,744

)

 

$

(18,205

)

Other income and expenses

 

 

1,839

 

 

 

(427

)

 

 

4,620

 

 

 

2,672

 

Income tax expense

 

 

6,949

 

 

 

(392

)

 

 

16,200

 

 

 

7,601

 

Depreciation and amortization

 

 

5,785

 

 

 

7,273

 

 

 

22,878

 

 

 

22,822

 

Share-based compensation

 

 

1,621

 

 

 

1,553

 

 

 

5,724

 

 

 

6,267

 

EBITDA

 

$

11,103

 

 

$

(1,633

)

 

$

45,678

 

 

$

21,157

 

Strategic investments

 

 

347

 

 

 

 

 

 

347

 

 

 

2,500

 

Accounting review and restatement

 

 

2,655

 

 

 

10,280

 

 

 

15,614

 

 

 

12,945

 

Infrastructure investments

 

 

2,312

 

 

 

 

 

 

3,764

 

 

 

 

Succession charges

 

 

 

 

 

 

 

 

 

 

 

4,608

 

Demutualization of a mutual insurance company

 

 

 

 

 

 

 

 

 

 

 

(4,406

)

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

19,193

 

Adjusted EBITDA

 

$

16,417

 

 

$

8,647

 

 

$

65,402

 

 

$

55,997

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As a % of Sales

 

 

16.4

%

 

 

8.2

%

 

 

16.3

%

 

 

14.1

%

 

Adjusted Net Income (Loss) from Continuing Operations 

 

The following table reconciles reported net loss from continuing operations to adjusted net income (loss) from continuing operations for the three months and twelve months ended December 31, 2014, and 2013, respectively. Some calculations may be impacted by rounding and are shown net of tax. Please refer to the Non-GAAP Performance Measures section at the end of this press release for more information about the specified items below.

 

 

 

 

Three Months Ended

December 31,

 

 

Twelve Months Ended

December 31,

 

(Unaudited, U.S. Dollars, in thoursands)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Net loss from continuing operations

 

$

(5,090

)

 

$

(9,639

)

 

$

(3,744

)

 

$

(18,205

)

Strategic Investments in MTF

 

 

219

 

 

 

 

 

 

219

 

 

 

1,575

 

Accounting review and restatement

 

 

1,673

 

 

 

6,476

 

 

 

9,836

 

 

 

8,155

 

Infrastructure investments

 

 

1,457

 

 

 

 

 

 

2,371

 

 

 

 

Succession charges

 

 

 

 

 

 

 

 

 

 

 

3,590

 

Foreign exchange (gain)/loss

 

 

836

 

 

 

(561

)

 

 

1,484

 

 

 

306

 

Demutualization of a mutual insurance company

 

 

 

 

 

 

 

 

 

 

 

(2,776

)

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

17,849

 

Adjusted net income (loss) from continuing operations

 

$

(905

)

 

$

(3,723

)

 

$

10,166

 

 

$

10,494

 

 

 



The following table reconciles reported earnings per diluted share (EPS) from continuing operations to adjusted earnings per diluted share from continuing operations for the three months and twelve months ended December 31, 2014, and 2013, respectively. Some calculations may be impacted by rounding and are shown net of tax. Please refer to the Non-GAAP Performance Measures section at the end of this press release for more information about the specified items below.

 

 

 

Three Months Ended

December 31,

 

 

Twelve Months Ended

December 31,

 

(Unaudited, per diluted share)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

EPS from continuing operations

 

$

(0.27

)

 

$

(0.53

)

 

$

(0.20

)

 

$

(0.97

)

Strategic Investments in MTF

 

 

0.01

 

 

 

 

 

 

0.01

 

 

 

0.08

 

Accounting review and restatement

 

 

0.09

 

 

 

0.36

 

 

 

0.53

 

 

 

0.43

 

Infrastructure investments

 

 

0.08

 

 

 

 

 

 

0.13

 

 

 

 

Succession charges

 

 

 

 

 

 

 

 

 

 

 

0.19

 

Foreign exchange (gain)/loss

 

 

0.04

 

 

 

(0.03

)

 

 

0.08

 

 

 

0.02

 

Demutualization of a mutual insurance company

 

 

 

 

 

 

 

 

 

 

 

(0.15

)

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

0.95

 

Adjusted EPS from continuing operations

 

$

(0.05

)

 

$

(0.21

)

 

$

0.55

 

 

$

0.56

 

 

Cash Flow Data

 

The following table reconciles net cash provided by operating activities to free cash flow for the years ended December 31, 2014 and 2013.  Please refer to the Non-GAAP Performance Measures section at the end of this press release for more information about the specified items below.

 

 

 

Year Ended December 31,

 

 

Year over Year

 

(U.S. Dollars, in thousands)

 

2014

 

 

2013

 

 

Change

 

Net cash provided by operating activities

 

$

50,958

 

 

$

67,042

 

 

$

(16,084

)

Less: capital expenditures

 

 

(18,525

)

 

 

(29,678

)

 

 

11,153

 

Free cash flow

 

$

32,433

 

 

$

37,364

 

 

$

(4,931

)

 

Net Margin

 

The following table reconciles gross profit to net margin for the years ended December 31, 2014 and 2013.  Please refer to the Non-GAAP Performance Measures section at the end of this press release for more information about the specified items below.

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

(Unaudited, U.S. Dollars in thousands)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Gross Profit

 

$

78,827

 

 

$

71,763

 

 

$

303,365

 

 

$

290,699

 

Less: sales and marketing

 

 

(42,365

)

 

 

(46,009

)

 

 

(166,547

)

 

 

(175,468

)

Total net margin

 

$

36,462

 

 

$

25,754

 

 

$

136,818

 

 

$

115,231

 

 

Non-GAAP Performance Measures

 

The tables in this press release present reconciliations of net income (loss) from continuing operations and net income (loss) from continuing operations per diluted share calculated in accordance with U.S. GAAP to non-GAAP performance measures, referred to as “EBITDA,” “Adjusted EBITDA,” “Adjusted net income (loss) from continuing operations,” “Adjusted earnings per diluted share," “Free cash flow” and “Net margin” that exclude the items specified in the tables. A more detailed explanation of the items excluded from these non-GAAP measures, as well as why management believes the non-GAAP measures are useful to them, is included in the Regulation G Supplemental Information below.



Reconciliations of Non-GAAP Performance Measures

 

Reconciling Items for Adjusted EBITDA, Adjusted Net Income from Continuing Operations and Adjusted Earnings Per Diluted Share from Continuing Operations

 

Note: The reconciling items for Adjusted Net Income from Continuing Operations and Adjusted Earnings Per Diluted Share were tax affected in the current period at the prevailing rate within the respective jurisdictions.

 

·

Strategic investments - costs related to the Company’s strategic investments, including investments with MTF in the development and commercialization of a next generation cell-based bone growth technology and with eNeura.

·

Accounting review and restatement - legal, accounting, and other professional costs related to the Company's accounting review and restatement.

·

Infrastructure investments - costs associated with our multi-year process and systems improvement effort, “Bluecore.”

·

Succession charges - costs related to the succession of certain of the Company's former executive officers.

·

Demutualization of a mutual insurance company - income related to the demutualization of a mutual insurance company, in which the Company was an eligible member to share in such proceeds.

·

Goodwill impairment - as a result of the Company’s change in reporting structure in July 2013, the Company allocated goodwill to each reporting unit, and subsequently evaluated all reporting units, including the Extremity Fixation and Spine Fixation reporting units, for the possible impairment of goodwill. The result of this evaluation was a full impairment of the goodwill allocated to the Extremity Fixation and Spine Fixation reporting units.

 

Free cash flow

 

Free cash flow is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operations.  Free cash flow is an important indicator of how much cash is generated or used by our normal business operations, including capital expenditures. Management uses free cash flow as a measure of progress on its capital efficiency and cash flow initiatives.

 

Net Margin

 

Net margin is a non-GAAP financial measure, which is calculated by subtracting sales and marketing from gross profit.

 

Management use of, and economic substance behind, Non-GAAP Performance Measures

 

Management uses non-GAAP measures to evaluate performance period-over-period, to analyze the underlying trends in the Company's business, to assess its performance relative to its competitors and to establish operational goals and forecasts that are used in allocating resources. Management uses these non-GAAP measures as the basis for assessing the ability of the underlying operations to generate cash. In addition, management uses these non-GAAP measures to further its understanding of the performance of the Company's business units. The items excluded from Orthofix's non-GAAP measures are also excluded from the profit or loss reported by the Company's business units for the purpose of analyzing their performance.

 

Material Limitations Associated with the Use of Non-GAAP Measures

 

The non-GAAP measures used in this press release may have limitations as analytical tools, and should not be considered in isolation or as a replacement for U.S. GAAP performance measures. Some of the limitations associated with the use of these non-GAAP performance measures are that they exclude items that reflect an economic cost to the Company and can have a material effect on cash flows. Similarly, equity compensation expense does not directly impact cash flows, but is part of total compensation costs accounted for under U.S. GAAP.

 

Compensation for Limitations Associated with Use of Non-GAAP Measures

 

Orthofix compensates for the limitations of its non-GAAP performance measures by relying upon its U.S. GAAP results to gain a complete picture of the Company's performance. The U.S. GAAP results provide the ability to understand the Company's performance based on a defined set of criteria. The non-GAAP measures reflect the underlying operating results of the Company's businesses, excluding non-cash items, which management believes is an important measure of the Company's overall performance. The Company provides a detailed reconciliation of the non-GAAP performance measures to their most directly comparable U.S. GAAP measures, and encourages investors to review this reconciliation.

 


Usefulness of Non-GAAP Measures to Investors

 

Orthofix believes that providing non-GAAP measures that exclude certain items provides investors with greater transparency to the information used by the Company's senior management in its financial and operational decision-making. Management believes it is important to provide investors with the same non-GAAP metrics it uses to supplement information regarding the performance and underlying trends of Orthofix's business operations in order to facilitate comparisons to its historical operating results and internally evaluate the effectiveness of the Company's operating strategies. Disclosure of these non-GAAP performance measures also facilitates comparisons of Orthofix's underlying operating performance with other companies in its industry that also supplement their U.S. GAAP results with non-GAAP performance measures.

 

Source

Orthofix International N.V.