Announces Strategic Plan to Further Drive Profitable Growth
Creates New Strategic Business Unit Structure to Enhance Focus and
Provide Greater Transparency
Company to Host Conference Call at 8:30 AM ET
LEWISVILLE, Texas--(BUSINESS WIRE)--
Orthofix International N.V., (NASDAQ:OFIX) today reported results for
the fourth quarter and full year ended Dec. 31, 2013. For full-year
2013, net sales were $400.5 million, decreasing 11 percent on a reported
basis and constant currency basis from $447.6 million in the prior year.
For the fourth quarter 2013, net sales were $106.1 million, decreasing
10 percent on a reported and constant currency basis from $117.4 million
in the fourth quarter of the prior year.
Commenting on the Company's financial results, Orthofix President and
Chief Executive Officer Brad Mason said, "Orthofix is clearly a company
in transition. Over the course of 2013, we made a lot of headway in many
areas, behind the scenes. We undertook a bottoms-up analysis of every
aspect of the Company, which led us to implement numerous changes in
people and business processes and to renew our focus on growth
strategies."
Mr. Mason continued, "This past year has been challenging and the 2013
financial performance is not reflective of where the Company should be
operating. However, we expect stronger financial results in 2014 and are
laying the groundwork for further growth and profitability in 2015 and
2016. We are confident that the changes we have made and the initiatives
currently underway are resulting in a stronger Company driven by
integrity and with a renewed focus on delivering results that meet or
exceed our stakeholders' expectations."
Strategic Plan to Improve Profitability and Performance
In 2013, Orthofix redefined its business segments to allow each business
unit to focus on distinct attributes and opportunities that maximize
their potential, as well as provide greater internal and external
transparency. These strategic business units (SBUs) are: BioStim,
Biologics, Extremity Fixation and Spine Fixation. To provide greater
external transparency into these SBUs, the Company will provide
SBU-specific net sales and "net margin," the latter of which is the
measure of profit that best reflects the contribution margin of each of
the SBUs. The Company calculates net margin as gross profit less sales
and marketing expenses.
Furthermore, the Company has substantially enhanced its leadership team
worldwide, including appointing a new Chairman of the Board and two
additional highly qualified Board members. In addition to new
leadership, the Company is implementing a number of key initiatives to
strengthen its foundation and drive profitable growth. In addition to
corporate initiatives, each SBU has developed and is executing
individual key strategies, which will be discussed on the Company's
earnings call later today.
2013 Results
BioStim
For full-year 2013, sales were $147.9 million, a 20 percent decrease on
a constant currency basis over 2012. This decrease was primarily due to
a decline in volume relating to turnover of spine and orthopedic
distributors, and a one-time deferral of third-party payor revenue due
to a change of methodology to our billing process.
Biologics
Total Biologics sales were $53.8 million for the full-year 2013, which
increased slightly from $53.7 million for the full-year 2012. Total
tissue usage for the full-year 2013 increased 5 percent compared to
2012, but was offset by a change in our marketing service fee from
Musculoskeletal Transplant Foundation (MTF) from 70 to 65 percent in
April 2013, which occurred at the time of our Trinity Elite new product
launch.
Extremity Fixation
Full-year 2013 sales of Extremity Fixation products were $103.4 million,
a 7 percent constant currency decline compared to 2012 sales. This
decline was predominantly the result of deterioration of sales in
Brazil, as well as the negative impact of transitioning to sell-through
revenue recognition for international distributors beginning on April 1,
2013.
Spine Fixation
Full-year 2013 sales were $95.5 million, a 2 percent decrease on a
constant currency basis compared to the prior year. This decrease was
primarily due to a 6 percent decrease in our average selling prices due
to price discounting, which was somewhat offset by increased
international sales.
Full Year Earnings Results
Full-year 2013 operating income from continuing operations was a loss of
$5.1 million compared to income of $76.6 million in the prior year.
Full-year 2013 and 2012 operating income included certain specified
items detailed below, including a $19.2 million non-cash charge related
to an impairment of goodwill and $12.9 million of costs related to the
Company's accounting review and restatement. When excluding these and
the other specified items detailed below, adjusted operating income in
full-year 2013 was $34.2 million compared to $84.0 million in full-year
2012. Full-year 2013 net income from continuing operations was a loss of
$15.7 million compared to income of $45.1 million in the prior year.
Full-year 2013 and 2012 net income also included the specified items
detailed below. When excluding these items, adjusted net income from
continuing operations for the full-year 2013 was $14.2 million compared
to $49.7 million in full-year 2012.
Conference Call
Orthofix will host a conference call to discuss fourth quarter and
full-year 2013 results today, Thursday, March 27, 2014 at 8:30 a.m. EST
(7:30 a.m. CST). 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 diversified, global medical device
company focused on improving patients' lives by providing superior
reconstructive and regenerative orthopedic and spine solutions to
physicians worldwide. Headquartered in Lewisville TX, the Company has
four strategic business units that include BioStim, Biologics, Extremity
Fixation and Spine Fixation. Orthofix products are widely distributed
via the Company's sales representatives, stocking distributors and its
subsidiaries. In addition, Orthofix is collaborating on research and
development activities with leading clinical organizations such as the
Musculoskeletal Transplant Foundation, the Orthopedic Research and
Education Foundation and the Texas Scottish Rite Hospital for Children.
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 and 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 the Audit Committee review and financial restatement
described herein and related legal proceedings (including potential
action by the Division of Enforcement of the SEC and pending securities
class action litigation); the Company's review of allegations of
improper payments involving the Company's Brazil-based subsidiary; the
Company's non-compliance with certain NASDAQ Stock Market listing rules,
and related pending hearings proceedings in connection therewith; the
expected sales of the Company's 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 the Company's indemnification obligations
with respect to certain product liability claims against, and the
government investigation of, the Company's former sports medicine global
business unit, as further described in the "Legal Proceedings" section
of the Company's Amendment No. 1 to Annual Report on Form 10-K/A for the
year ended December 31, 2012 (the "Form 10-K/A"), and other subsequent
periodic reports filed by the Company with the SEC); the Company's
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 and a Consent
Decree with the SEC; 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; 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 Item 1A under the
heading "Risk Factors" in the Form 10-K/A, as well as in other
subsequent periodic reports filed by the Company with the SEC. Existing
and prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to update or revise the
information contained in this press release.
The following tables are summaries of fourth quarter and full-year 2013
sales reconciled to constant currency sales growth. Amounts shown are in
millions and reflect unaudited figures.
|
|
|
|
|
|
|
External net sales by strategic business unit
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
Constant
|
|
|
|
|
|
|
|
|
Reported
|
|
Currency
|
(USD in millions)
|
|
|
2013
|
|
2012
|
|
Growth
|
|
Growth
|
|
|
|
|
|
|
|
|
|
|
|
BioStim
|
|
|
|
39.5
|
|
|
47.2
|
|
-16
|
%
|
|
-17
|
%
|
Biologics
|
|
|
|
13.9
|
|
|
13.9
|
|
0
|
%
|
|
0
|
%
|
Extremity Fixation
|
|
|
|
29.3
|
|
|
29.3
|
|
0
|
%
|
|
-1
|
%
|
Spine Fixation
|
|
|
|
23.5
|
|
|
26.9
|
|
-13
|
%
|
|
-13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
|
$
|
106.1
|
|
$
|
117.4
|
|
-10
|
%
|
|
-10
|
%
|
Note: Some calculations may be impacted by rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External net sales by strategic business unit
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
Constant
|
|
|
|
|
|
|
|
|
Reported
|
|
Currency
|
(USD in millions)
|
|
|
2013
|
|
2012
|
|
Growth
|
|
Growth
|
|
|
|
|
|
|
|
|
|
|
|
BioStim
|
|
|
|
147.9
|
|
|
182.0
|
|
-19
|
%
|
|
-20
|
%
|
Biologics
|
|
|
|
53.8
|
|
|
53.7
|
|
0
|
%
|
|
0
|
%
|
Extremity Fixation
|
|
|
|
103.4
|
|
|
112.0
|
|
-8
|
%
|
|
-7
|
%
|
Spine Fixation
|
|
|
|
95.5
|
|
|
99.9
|
|
-4
|
%
|
|
-2
|
%
|
Total net sales
|
|
|
$
|
400.5
|
|
$
|
447.6
|
|
-11
|
%
|
|
-11
|
%
|
Note: Some calculations may be impacted by rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables are summaries of fourth quarter and full-year 2013
net margin calculations by global business unit. Amounts shown are in
millions and reflect unaudited figures.
|
ORTHOFIX INTERNATIONAL N.V.
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2013
|
|
Year Ended December 31, 2013
|
(USD in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
Net margin by Strategic Business Unit:
|
|
|
|
|
|
|
|
|
|
BioStim
|
|
$
|
19.0
|
|
|
$
|
20.3
|
|
|
$
|
64.9
|
|
|
$
|
86.6
|
|
|
Biologics
|
|
|
6.1
|
|
|
|
7.0
|
|
|
$
|
24.5
|
|
|
$
|
23.5
|
|
|
Extremity Fixation
|
|
|
4.6
|
|
|
|
9.8
|
|
|
$
|
26.4
|
|
|
$
|
34.3
|
|
|
Spine Fixation
|
|
|
(0.2
|
)
|
|
|
5.8
|
|
|
$
|
7.2
|
|
|
$
|
19.1
|
|
|
Corporate
|
|
|
(0.1
|
)
|
|
|
(0.4
|
)
|
|
|
($1.4 |
)
|
|
|
($1.5 |
)
|
Subtotal
|
|
|
|
29.4
|
|
|
|
42.5
|
|
|
$
|
121.6
|
|
|
$
|
162.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Expenses:
|
|
|
|
|
|
|
|
|
|
General and administrative expense
|
|
|
(18.4
|
)
|
|
|
(10.7
|
)
|
|
|
(65.1
|
)
|
|
|
(53.4
|
)
|
|
Research and development expense
|
|
|
(6.1
|
)
|
|
|
(5.4
|
)
|
|
|
(26.8
|
)
|
|
|
(28.6
|
)
|
|
Amortization of intangible assets
|
|
|
(1.0
|
)
|
|
|
(0.6
|
)
|
|
|
(2.7
|
)
|
|
|
(2.3
|
)
|
|
Impairment of goodwill
|
|
|
-
|
|
|
|
-
|
|
|
|
(19.2
|
)
|
|
|
-
|
|
|
Expenses relating to accounting review and restatement
|
|
|
(10.3
|
)
|
|
|
-
|
|
|
|
(12.9
|
)
|
|
|
-
|
|
|
Charges related to U.S. Government resolutions
|
|
|
0.0
|
|
|
|
(0.2
|
)
|
|
|
0.0
|
|
|
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Operating income
|
|
|
(6.4
|
)
|
|
|
25.6
|
|
|
|
(5.1
|
)
|
|
|
76.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Some calculations may be impacted by rounding.
|
|
The following table reconciles operating income from continuing
operations to adjusted operating income from continuing operations for
the fourth quarters and full-years ended December 31, 2013 and 2012:
|
|
|
|
|
Fourth Quarter Adjusted Operating Income from Continuing
Operations
|
|
Q4 2013
|
|
Q4 2012
|
|
|
($000's)
|
|
% of Sales
|
|
($000's)
|
|
% of Sales
|
|
|
|
|
|
|
|
|
|
Reported GAAP operating income
|
|
$
|
(6,378
|
)
|
|
-6.0
|
%
|
|
$
|
25,613
|
|
21.8
|
%
|
|
|
|
|
|
|
|
|
|
Specified Items:
|
|
|
|
|
|
|
|
|
Charges related to U.S. Government resolutions
|
|
|
-
|
|
|
|
|
|
235
|
|
|
Expenses related to accounting review and restatement
|
|
|
10,280
|
|
|
|
|
|
-
|
|
|
Adjusted operating income
|
|
$
|
3,902
|
|
|
3.7
|
%
|
|
$
|
25,848
|
|
22.0
|
%
|
|
|
|
|
|
|
|
|
|
Note: Some calculations may be impacted by rounding. Please refer
to the Non-GAAP Performance measure section at the end of this
press release for more information about the specified items
listed above.
|
|
|
|
|
|
|
Full Year Adjusted Operating Income from Continuing Operations
|
|
2013
|
|
2012
|
|
|
($000's)
|
|
% of Sales
|
|
($000's)
|
|
% of Sales
|
|
|
|
|
|
|
|
|
|
Reported GAAP operating income
|
|
$
|
(5,087
|
)
|
|
-1.3
|
%
|
|
$
|
76,636
|
|
17.1
|
%
|
|
|
|
|
|
|
|
|
|
Specified Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic Investments in MTF
|
|
|
2,500
|
|
|
|
|
|
3,000
|
|
|
Impairment of goodwill
|
|
|
19,193
|
|
|
|
|
|
-
|
|
|
Expenses related to accounting review and restatement
|
|
|
12,945
|
|
|
|
|
|
-
|
|
|
Charges related to U.S. Government resolutions
|
|
|
-
|
|
|
|
|
|
1,295
|
|
|
Arbitration resolution of co-development agreement
|
|
|
-
|
|
|
|
|
|
3,100
|
|
|
Succession and restructuring charges
|
|
|
4,608
|
|
|
|
|
|
-
|
|
|
Adjusted operating income
|
|
$
|
34,160
|
|
|
8.5
|
%
|
|
$
|
84,031
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|
Note: Some calculations may be impacted by rounding. Please refer
to the Non-GAAP Performance measure section at the end of this
press release for more information about the specified items
listed above.
|
|
The following tables reconcile reported net income from continuing
operations and net income from continuing operations per diluted share
to adjusted net income from continuing operations and adjusted net
income from continuing operations per diluted share for the quarters
ended Dec. 31, 2013 and 2012, and for the full-years ended December 31,
2013 and 2012:
|
|
|
|
|
|
|
Fourth Quarter Adjusted Net Income from Continuing Operations
|
|
Q4 2013
|
|
Q4 2012
|
|
% Change
|
|
|
($000's)
|
|
EPS
|
|
($000's)
|
|
EPS
|
|
Earnings
|
|
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported GAAP net income and net income per diluted share
|
|
|
(9,337
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
16,009
|
|
$
|
0.81
|
|
-155
|
%
|
|
-159
|
%
|
Specified Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charges related to U.S. Government resolutions
|
|
|
-
|
|
|
|
|
|
151
|
|
|
|
|
|
|
Expenses related to accounting review and restatement
|
|
|
6,476
|
|
|
|
|
|
-
|
|
|
|
|
|
|
Foreign exchange (gain)/loss
|
|
|
652
|
|
|
|
|
|
279
|
|
|
|
|
|
|
Tax settlement
|
|
|
-
|
|
|
|
|
|
885
|
|
|
|
|
|
|
Adjusted net income and net income per diluted share
|
|
$
|
(2,209
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
17,324
|
|
$
|
0.88
|
|
-109
|
%
|
|
-110
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used to calculate EPS (in thousands)
|
|
|
|
|
18,102
|
|
|
|
|
|
19,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Some calculations may be impacted by rounding. Please refer
to the Non-GAAP Performance Measure section at the end of this
press release for more information about the specified items
listed above.
|
|
|
|
|
|
|
|
|
Full Year Adjusted Net Income from Continuing Operations
|
|
2013
|
|
2012
|
|
% Change
|
|
|
($000's)
|
|
EPS
|
|
($000's)
|
|
EPS
|
|
Earnings
|
|
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported GAAP net income (loss) and net income (loss) per diluted
share
|
|
$
|
(15,681
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
45,050
|
|
|
$
|
2.32
|
|
n/m
|
|
|
n/m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specified Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic Investments in MTF
|
|
$
|
1,575
|
|
|
|
|
$
|
1,926
|
|
|
|
|
|
|
|
Charges related to U.S. Government resolutions
|
|
|
-
|
|
|
|
|
|
831
|
|
|
|
|
|
|
|
Foreign exchange (gain)/loss
|
|
|
1,520
|
|
|
|
|
|
318
|
|
|
|
|
|
|
|
Succession and restructuring charges
|
|
|
3,590
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
Expenses related to accounting review and restatement
|
|
|
8,155
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
Impairment of goodwill
|
|
|
17,849
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
Gain related to demutualization of a mutual insurance company
|
|
|
(2,776
|
)
|
|
|
|
|
-
|
|
|
|
|
|
|
|
Arbitration resolution of co-development agreement
|
|
|
-
|
|
|
|
|
|
1,990
|
|
|
|
|
|
|
|
Tax settlement
|
|
|
-
|
|
|
|
|
|
885
|
|
|
|
|
|
|
|
Change in Estimate of Tax Deduction
|
|
|
-
|
|
|
|
|
|
(1,289
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income and net income per diluted share
|
|
$
|
14,232
|
|
|
$
|
0.76
|
|
|
$
|
49,711
|
|
|
$
|
2.56
|
|
-70
|
%
|
|
-69
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used to calculate EPS (in thousands)
|
|
|
|
|
18,697
|
|
|
|
|
|
19,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Some calculations may be impacted by rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
Please refer to the Non-GAAP Performance Measure section at the end
of this press release for more information about the specified items
listed above.
|
|
The following table reconciles reported net cash provided by operating
activities to adjusted free cash flow for the full-years ended December
31, 2013 and 2012:
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
67,445
|
|
|
$
|
10,186
|
|
|
|
|
|
|
|
Capital Expenditures
|
|
|
(30,242
|
)
|
|
|
(28,774
|
)
|
|
|
|
|
|
|
Free Cash Flow |
|
|
37,203
|
|
|
|
(18,588
|
)
|
|
|
|
|
|
|
|
Specified Items:
|
|
|
|
|
|
Charges related to U.S. Government resolutions
|
|
|
-
|
|
|
|
83,178
|
|
|
Escrow receivable
|
|
|
-
|
|
|
|
(41,537
|
)
|
|
|
|
|
|
|
Adjusted Free Cash Flow
|
|
$
|
37,203
|
|
|
$
|
23,053
|
|
|
|
|
|
|
|
|
|
|
|
ORTHOFIX INTERNATIONAL N.V.
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
(Unaudited, U.S. Dollars, in thousands, except per share and
share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
|
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
106,143
|
|
|
$
|
117,365
|
|
|
$
|
400,534
|
|
|
$
|
447,581
|
|
Cost of sales
|
|
|
32,517
|
|
|
|
24,944
|
|
|
|
102,300
|
|
|
|
98,253
|
|
|
Gross profit
|
|
|
73,626
|
|
|
|
92,421
|
|
|
|
298,234
|
|
|
|
349,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
44,235
|
|
|
|
49,906
|
|
|
|
176,581
|
|
|
|
187,131
|
|
|
General and administrative
|
|
|
18,411
|
|
|
|
10,676
|
|
|
|
65,147
|
|
|
|
53,391
|
|
|
Research and development
|
|
|
6,115
|
|
|
|
5,418
|
|
|
|
26,768
|
|
|
|
28,577
|
|
|
Amortization of intangible assets
|
|
|
962
|
|
|
|
574
|
|
|
|
2,687
|
|
|
|
2,298
|
|
|
Expenses related to accounting review and restatement
|
|
|
10,280
|
|
|
|
-
|
|
|
|
12,945
|
|
|
|
-
|
|
|
Goodwill Impairment
|
|
|
-
|
|
|
|
-
|
|
|
|
19,193
|
|
|
|
-
|
|
|
Charges related to U.S. Government resolutions
|
|
|
-
|
|
|
|
235
|
|
|
|
-
|
|
|
|
1,295
|
|
|
|
|
|
|
|
80,004
|
|
|
|
66,808
|
|
|
|
303,321
|
|
|
|
272,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(6,378
|
)
|
|
|
25,613
|
|
|
|
(5,087
|
)
|
|
|
76,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income and expense
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(338
|
)
|
|
|
(792
|
)
|
|
|
(1,925
|
)
|
|
|
(4,743
|
)
|
|
Other Income (Expense)
|
|
|
(1,587
|
)
|
|
|
(713
|
)
|
|
|
490
|
|
|
|
(1,705
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
(8,303
|
)
|
|
|
24,108
|
|
|
|
(6,522
|
)
|
|
|
70,188
|
|
Income tax expense
|
|
|
(1,034
|
)
|
|
|
(8,098
|
)
|
|
|
(9,159
|
)
|
|
|
(25,138
|
)
|
|
Net income (loss) from continuing operations, net of tax
|
|
|
(9,337
|
)
|
|
|
16,009
|
|
|
|
(15,681
|
)
|
|
|
45,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
Gain on sale of Breg, Inc. net of tax
|
|
|
0
|
|
|
|
83
|
|
|
|
0
|
|
|
|
1,345
|
|
|
Income (loss) from discontinued operations
|
|
|
(2,111
|
)
|
|
|
11,380
|
|
|
|
(18,740
|
)
|
|
|
(2,994
|
)
|
|
Income tax (expense) benefit
|
|
|
611
|
|
|
|
(6,312
|
)
|
|
|
5,946
|
|
|
|
(563
|
)
|
|
Net income (loss) from discontinued operations, net of tax
|
|
|
(1,499
|
)
|
|
|
5,152
|
|
|
|
(12,794
|
)
|
|
|
(2,212
|
)
|
|
Net income (loss)
|
|
|
($10,836 |
)
|
|
$
|
21,161
|
|
|
|
($28,475 |
)
|
|
$
|
42,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share - basic
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations, net of tax
|
|
|
($0.52 |
)
|
|
$
|
0.83
|
|
|
|
($0.84 |
)
|
|
$
|
2.37
|
|
|
Net income (loss) from discontinued operations, net of tax
|
|
|
($0.08 |
)
|
|
$
|
0.27
|
|
|
|
($0.68 |
)
|
|
|
($0.12 |
)
|
Net income (loss) per common share - basic
|
|
|
($0.60 |
)
|
|
$
|
1.10
|
|
|
|
($1.52 |
)
|
|
$
|
2.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations, net of tax
|
|
|
($0.52 |
)
|
|
$
|
0.81
|
|
|
|
($0.84 |
)
|
|
$
|
2.32
|
|
|
Net income (loss) from discontinued operations, net of tax
|
|
|
($0.08 |
)
|
|
$
|
0.26
|
|
|
|
($0.68 |
)
|
|
|
($0.11 |
)
|
Net income (loss) per common share - diluted
|
|
|
($0.60 |
)
|
|
$
|
1.07
|
|
|
|
($1.52 |
)
|
|
$
|
2.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic
|
|
|
18,101,793
|
|
|
|
19,322,409
|
|
|
|
18,697,228
|
|
|
|
18,977,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - diluted
|
|
|
18,101,793
|
|
|
|
19,668,480
|
|
|
|
18,697,228
|
|
|
|
19,390,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ORTHOFIX INTERNATIONAL N.V.
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
(Unaudited, U.S. Dollars, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
30,486
|
|
$
|
31,055
|
|
Restricted cash
|
|
|
23,761
|
|
|
21,314
|
|
Trade accounts receivable, net
|
|
|
75,567
|
|
|
107,312
|
|
Inventories, net
|
|
|
90,577
|
|
|
83,373
|
|
Deferred income taxes
|
|
|
35,078
|
|
|
33,450
|
|
Prepaid expenses and other current assets
|
|
|
26,776
|
|
|
34,079
|
Total current assets
|
|
|
282,245
|
|
|
310,583
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
54,606
|
|
|
53,835
|
Patents and other intangible assets, net
|
|
|
9,046
|
|
|
7,290
|
Goodwill
|
|
|
56,114
|
|
|
74,388
|
Deferred income taxes
|
|
|
17,707
|
|
|
18,881
|
Other long-term assets
|
|
|
7,385
|
|
|
7,920
|
|
Total assets
|
|
$
|
427,103
|
|
$
|
472,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Bank borrowings
|
|
|
-
|
|
$
|
16
|
|
Trade accounts payable
|
|
|
20,674
|
|
|
22,575
|
|
Other current liabilities
|
|
|
49,377
|
|
|
39,594
|
Total current liabilities
|
|
|
70,051
|
|
|
62,185
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
20,000
|
|
|
20,000
|
Deferred income taxes
|
|
|
13,132
|
|
|
11,456
|
Other long-term liabilities
|
|
|
12,736
|
|
|
11,424
|
|
Total liabilities
|
|
|
115,919
|
|
|
105,065
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
Common shares
|
|
|
1,810
|
|
|
1,934
|
|
Additional paid-in capital
|
|
|
216,653
|
|
|
246,306
|
|
Retained earnings
|
|
|
86,372
|
|
|
114,847
|
|
Accumulated other comprehensive income
|
|
|
6,349
|
|
|
4,745
|
Total shareholders' equity
|
|
|
311,184
|
|
|
367,832
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
427,103
|
|
$
|
472,897
|
|
|
|
|
|
|
|
|
|
ORTHOFIX INTERNATIONAL N.V.
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Unaudited, U.S. Dollars, in thousands)
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income (loss)
|
|
|
$
|
(28,475
|
)
|
|
$
|
42,838
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
$
|
22,659
|
|
|
$
|
20,580
|
|
|
Other non-cash adjustments
|
|
|
$
|
37,017
|
|
|
$
|
22,041
|
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
Changes in working capital
|
|
|
$
|
36,244
|
|
|
|
($75,273 |
)
|
Net cash provided by operating activities
|
|
|
|
67,445
|
|
|
|
10,186
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
(30,242
|
)
|
|
|
(28,774
|
)
|
|
Net proceeds from sale of Breg, Inc. |
|
|
|
-
|
|
|
|
153,773
|
|
Net cash provided by (used in) investing activities
|
|
|
|
(30,242
|
)
|
|
|
124,999
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Net proceeds from issuance of common shares
|
|
|
|
3,450
|
|
|
|
25,586
|
|
|
Repayments of long-term debt
|
|
|
|
(16
|
)
|
|
|
(188,695
|
)
|
|
Repurchase of Treasury Shares
|
|
|
|
(39,494
|
)
|
|
|
-
|
|
|
Repayment of bank borrowings, net
|
|
|
|
-
|
|
|
|
(1,297
|
)
|
|
Change in restricted cash
|
|
|
|
(2,375
|
)
|
|
|
25,799
|
|
|
Tax benefit on non-qualified stock options
|
|
|
|
82
|
|
|
|
1,020
|
|
Net cash (used in) provided by financing activities
|
|
|
|
(38,353
|
)
|
|
|
(137,587
|
)
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
|
581
|
|
|
|
250
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
|
(569
|
)
|
|
|
(2,152
|
)
|
Cash and cash equivalents at the beginning of period
|
|
|
|
31,055
|
|
|
|
33,207
|
|
Cash and cash equivalents at the end of period
|
|
|
$
|
30,486
|
|
|
$
|
31,055
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Performance Measures
The tables in this press release present reconciliations of operating
income, net income and net income per diluted share, operating income
and net cash provided by operating activities calculated in accordance
with generally accepted accounting principles (GAAP) to non-GAAP
performance measures, referred to as "Adjusted Operating Income",
"Adjusted Net Income and Adjusted Net Income per Diluted Share", and
"Free Cash Flow" that exclude the items specified in the tables.
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. A more detailed explanation of the items in the tables above
that are excluded from GAAP net sales and GAAP net income and net income
per diluted share, 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
Adjusted Operating Income Reconciling Items
-
Strategic investments in MTF - costs related to the Company's
strategic investment with MTF in the development and commercialization
of the next generation cell-based bone growth technology.
-
Charges related to U.S. Government resolutions - In 2012,
prejudgment interest associated with: finalizing definitive agreements
to resolve the U.S. Government investigation of the Company's bone
growth stimulation business, including resolution of a related civil
matter; and finalizing definitive agreements to resolve the U.S.
Government investigation of Blackstone Medical, Inc., including
resolution of a related civil matter. In 2011, charges, certain legal
expenses, and respective tax benefits associated with: finalizing
definitive agreements to resolve the U.S. Government investigation of
the Company's bone growth stimulation business, including resolution
of a related civil matter; reaching an agreement in principle to
resolve the U.S. Government investigation of Blackstone Medical, Inc.,
including resolution of a related civil matter; and reaching an
agreement in principle with the U.S. Department of Justice to settle
violations of the FCPA matter at the Company's former orthopedic
distribution entity in Mexico, including charges related to a civil
resolution with the SEC.
-
Succession and restructuring charges - In 2013 these costs
relate to the cessation of certain of the Company's officers.
-
Expenses related to accounting review and restatement - legal,
accounting, and other professional costs related to the Company's
accounting review and restatement.
-
Impairment of goodwill - non-cash impairment charge of goodwill
for the Company's Spine Fixation and Extremity Fixation strategic
businesses.
-
Arbitration resolution of co-development agreement - costs
related to finalizing a 2008 co-development agreement.
Adjusted Net Income and Adjusted Net Income per Diluted Share
Reconciling Items
Note: The reconciling items were tax affected in the current period at
the prevailing rate within the respective jurisdictions.
-
Strategic investments in MTF - costs related to the Company's
strategic investment with MTF in the development and commercialization
of the next generation cell-based bone growth technology.
-
Charges related to U.S. Government resolutions - In 2012,
prejudgment interest associated with: finalizing definitive agreements
to resolve the U.S. Government investigation of the Company's bone
growth stimulation business, including resolution of a related civil
matter; and finalizing definitive agreements to resolve the U.S.
Government investigation of Blackstone Medical, Inc., including
resolution of a related civil matter. In 2011, charges, certain legal
expenses, and respective tax benefits associated with: finalizing
definitive agreements to resolve the U.S. Government investigation of
the Company's bone growth stimulation business, including resolution
of a related civil matter; reaching an agreement in principle to
resolve the U.S. Government investigation of Blackstone Medical, Inc.,
including resolution of a related civil matter; and reaching an
agreement in principle with the U.S. Department of Justice to settle
violations of the FCPA matter at the Company's former orthopedic
distribution entity in Mexico, including charges related to a civil
resolution with the SEC.
-
Foreign exchange loss (gain) - due to translation adjustments
resulting from the weakening or strengthening of the U.S. Dollar
against various foreign currencies. A number of Orthofix's foreign
subsidiaries have intercompany and third party trade accounts
receivables and payables that are held in currencies, most notably the
U.S. Dollar, other than their local currency, and movements in the
relative values of those currencies result in foreign exchange gains
and losses.
-
Succession and restructuring charges - In 2013 these costs
relate to the cessation of certain of the Company's officers.
-
Expenses related to accounting review and restatement - legal,
accounting, and other professional costs related to the Company's
accounting review and restatement.
-
Impairment of goodwill - non-cash impairment charge of goodwill
for the Company's Spine Fixation and Extremity Fixation strategic
businesses.
-
Gain related to demutualization of a mutual insurance company -
the Company received cash related to the demutualization of a mutual
insurance company, in which the Company was an eligible member to
share in such proceeds.
-
Arbitration resolution of co-development agreement - costs
related to finalizing a 2008 co-development agreement.
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 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 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 GAAP results to gain a complete picture of
the Company's performance. The 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 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 that providing this information
enables investors to better understand the performance of the Company's
ongoing operations and to understand the methodology used by management
to evaluate and measure such performance. 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 GAAP results with non-GAAP performance
measures.
Orthofix International N.V.
Mark Quick, 214-937-2924
Investor
Relations
markquick@orthofix.com
Source: Orthofix International N.V.
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