Company Continuing to Finalize Audit Work Needed to Complete
Restatement Filings
Doug Rice to Become Interim CFO as Mark Heggestad Resigns Due to
Personal Circumstances
Conference Call to be Held on Thursday, September 25, 2014 at 8:30
a.m. EDT (7:30 a.m. CDT)
LEWISVILLE, Texas--(BUSINESS WIRE)--
As previously disclosed, Orthofix International N.V. (NASDAQ: OFIX) (the
"Company") has been working to complete the filing of restated financial
statements for the fiscal years ended December 31, 2013, 2012 and 2011
and the fiscal quarter ended March 31, 2014. At this time, the Company
has prepared drafts of the amended filings, and the Company's outside
auditors are continuing to complete applicable audit procedures.
In connection with this process, it has been determined that further
data will be needed regarding certain inventory reserve amounts related
to the Company's Spine Fixation devices that are held as consignment
inventory. Specifically, as part of the Company's internal control
remediation activities to address a previously identified significant
deficiency around inventory controls, the Company initiated in 2014
additional procedures to physically count inventory on consignment with
distributors and hospital customers. Preliminary sampling results of
Spine Fixation inventory in the field (which had a gross aggregate
carrying value of approximately $25 million as of June 30, 2014) have
identified inconsistencies.
Because of the degree of variance in sampling to date, the Company and
its outside auditors believe that substantially more inventory in the
field will need to be physically counted, which could affect the
appropriate inventory reserve to be established. Because the consignment
inventory is maintained securely by the applicable distributor or
hospital consignee at various geographic locations around the U.S., it
is expected that it will take at least several weeks to fully gather and
reconcile this additional data.
While the Company had been expecting to complete and file the applicable
restatement amendments in September 2014, it now expects that the filing
of these amendments will be delayed while these additional inventory
procedures are completed. The Company expects to file its Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2014 (the
"2014 Second Quarter Form 10-Q") at the same time that these amendments
are filed. The Company anticipates that these additional activities
could also delay the processes related to the financial close for the
fiscal quarter ended September 30, 2014, and that financial results
(including the filing of the Company's Quarterly Report on Form 10-Q for
such fiscal quarter) may also be delayed.
The Company previously obtained a limited waiver from its credit
agreement through September 30, 2014 to complete the applicable
amendments and the 2014 Second Quarter Form 10-Q. The Company has
initiated the process of seeking a further waiver to provide for the
additional time needed for this process to be completed.
The Company has a Nasdaq Hearings Panel proceeding scheduled for October
2, 2014 in connection with a delisting notice it has received as a
result of the Company's delinquency in filing the 2014 Second Quarter
Form 10-Q. The Company intends to seek additional time from the Hearings
Panel while the restatement process is completed, though any such
additional time granted is at the sole discretion of the Hearings Panel,
and cannot be assured.
CFO Transition
Due to personal circumstances, CFO Mark Heggestad has decided to return
on a full-time basis to Minnesota where his family continues to reside.
As a result, the Company's Chief Accounting Officer, Doug Rice, will be
succeeding Mr. Heggestad as Interim CFO effective on September 26, 2014.
Mr. Heggestad will be retained in a consulting role for an indefinite
period to assist Mr. Rice in transition matters in the short term and to
undertake other projects as needed.
Mr. Heggestad commented, "I want to emphasize the decision to resign was
strictly due to personal circumstances. I have received complete support
from the Board and the leadership of the Company." Mr. Heggestad further
noted, "The Company is moving forward quickly to secure the processes,
systems, and talent necessary to provide the underlying infrastructure
to drive operational excellence. I regret missing the opportunity to
help lead that transformation."
Mr. Rice joined the Company in early September from Vision Source and
Smile Source, a private equity-backed optometric and dental network
provider, where he had served since 2012 as Senior Vice President and
Chief Financial Officer. Mr. Rice served as the Vice President, Finance,
Treasurer of McAfee, a security technology company, from 2007 to 2012,
when it was acquired by Intel. From 2000 to 2007, he served as the
Senior Vice President, Corporate Controller of Concentra, Inc., a
national healthcare service provider. Mr. Rice was the Vice President,
Finance of la Madeleine French Bakery and Café, a restaurant chain with
locations in multiple metropolitan areas, from 1996 to 1999. From 1994
to 1996, he was Director of Finance at Allied Marketing Group, an
international direct mail marketer. Mr. Rice also served as an Audit
Manager at PricewaterhouseCoopers (formerly Coopers & Lybrand) between
1988 and 1993. He is a certified public accountant, and received both an
MBA and BBA from Southern Methodist University.
Preliminary Restatement Results
As previously disclosed, the Company has determined that a historical
method of accounting for certain revenue adjustments (related to
uncollectible patient co-pay and self-pay amounts) as bad debt expense
rather than as contra-revenue was incorrect. As previously reported on
August 19, 2014, the Company expects these changes to reduce equally
both its historical net sales and its sales and marketing expense by
approximately $6 million, $9 million, $2 million and $3 million for the
fiscal years ended December 31, 2011, 2012 and 2013 and the fiscal
quarter ended March 31, 2014, respectively. These changes are expected
to have no effect on pretax income from continuing operations in those
periods.
As also reported on August 19, 2014, the Company expects the further
restatement to correct several items affecting net income in prior
periods. As of the date hereof, and subject to the completion of the
audit work described above, the Company currently expects these error
corrections to be as follows:
-
Certain bad debt reserves originally recorded in fiscal years 2011 and
2012 were reversed in incorrect periods in the original restatement in
connection with the change to sell-through accounting for certain
distributors. As a result, sales and marketing expense was understated
by approximately $1.5 million and $1.1 million for the fiscal years
ended December 31, 2013 and 2012, respectively, and overstated by
approximately $2.1 million for the fiscal year ended December 31, 2011.
-
As part of the original restatement the Company made certain
corrections to prior period excess and obsolete inventory reserves.
The effect of these corrections was not appropriately considered when
determining the adjustments needed to eliminate intercompany profits
from inventories in the original restatement. Adjustments to correct
this error resulted in an increase of loss before income taxes of $1.4
million for the fiscal year ended December 31, 2013, an increase of
income before income taxes of $0.4 million for the fiscal year ended
December 31, 2012 and a decrease of loss before income taxes of $0.2
million for the fiscal years ended December 31, 2011, as well as an
increase of loss before income taxes of $2.6 million for the fiscal
quarter ended March 31, 2014.
-
In addition to the two adjustments described above, the Company
expects to correct certain other items. Principally, these items are
expected to consist of (i) a decrease to 2012 income tax expense of
approximately $1.4 million which corrected an error that was recorded
during the original restatement, (ii) a decrease in the first quarter
of 2014 of approximately $0.9 million to net revenue for which third
party payor revenue had been recognized without first satisfying all
revenue recognition criteria, and (iii) a decrease of approximately
$0.5 million of interest expense that was classified under continuing
operations in 2012 but should have been classified under discontinued
operations.
As a result of all collective adjustments identified as of this date, it
is expected that pretax income from continuing operations will increase
by approximately $2 million for the fiscal year ended December 31, 2011,
and will decrease by approximately $1 million, $3 million and $3 million
for the fiscal years ended December 31, 2012 and 2013 and the fiscal
quarter ended March 31, 2014, respectively.
The foregoing estimated restatement effects remain subject to further
audit procedures, as well as additional error corrections that will
likely arise as a result of the inventory analysis described above for
which data will be obtained over the next several weeks. As such, these
adjustments remain preliminary and subject to further revision.
Q2 Net Sales Results
As previously reported on August 6, 2014, the Company continues to
expect net sales for the fiscal quarter ended June 30, 2014 to be as
follows:
-
Net sales of $101.4 million;
-
BioStim net sales of $39.8 million;
-
Biologics net sales of $13.9 million;
-
Extremity Fixation net sales of $27.3 million; and
-
Spine Fixation net sales of $20.4 million.
In addition, the Company continues to strengthen its financial position
as exhibited by strong cash generation during the second quarter
resulting in a cash and restricted cash balance of $75.9 million as of
June 30, 2014.
Conference Call
Orthofix will host a conference call to further
discuss these matters on Thursday, September 25, 2014 at 8:30 a.m. EDT
(7:30 a.m. CDT). 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, 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 uncertain results and timing of our anticipated
filing of restated and revised financial statements for prior periods,
the anticipated magnitude and nature of error corrections reflected by
such filings, the timing of the filing of our late 2014 Second Quarter
Form 10-Q, potential delisting of our securities from the Nasdaq Stock
Market, as well how these matters may impact our expenses, liquidity,
legal liability, borrowing ability, product sales, relationships with
customers, suppliers, strategic partners and third party reimbursement
providers, ongoing compliance obligations under our corporate integrity
agreement with the Office of Inspector General of the Department of
Health and Human Services, deferred prosecution agreement with the U.S.
Department of Justice and consent decree with the SEC, ability to remain
in compliance with covenants and other obligations under our senior
secured credit agreement, the cost and nature of our insurance coverage,
and other factors described in our annual report on Form 10-K for the
fiscal year ended December 31, 2013 and 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.
Orthofix International N.V.
Investor Relations
Mark Quick,
214-937-2924
markquick@orthofix.com
Source: Orthofix International N.V.
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