Orthofix International N.V. (NASDAQ:OFIX) (the Company) announced today
that total revenue for the third quarter ended September 30, 2008 was
$129.3 million, an increase of 7% over the third quarter of 2007. The
impact of foreign currency rates on sales for the third quarter of 2008
was a positive $2.4 million.
"During the third quarter we quantified and
resolved a number of previously identified operating and financial
issues. These included the Blackstone impairment charge and inventory
reserve adjustment, the amendment to the credit facility and some
reorganization initiatives. We believe the resolution of these issues,
combined with the Blackstone restructuring plans, help set us up for
improved performance going forward,” said
President and CEO Alan Milinazzo. "We were
also very pleased by the continued strong performance of our spine
stimulation, orthopedic and sports medicine businesses, each of which
significantly outpaced their respective market growth rates.”
The reported third quarter net loss totaled $237.3 million, or $13.87
per share. As summarized in the table below, this included an impairment
charge and an inventory reserve increase totaling $301.1 million ($237.7
million, net of tax, or $13.90 per diluted share) related to certain
intangible assets and inventory at Blackstone Medical, Inc., costs of
$5.7 million ($3.6 million net of tax, or $0.21 per diluted share)
incurred in connection with the recently completed amendment to the
Company’s debt agreement, and costs of $2.4
million ($1.5 million net of tax, or $0.09 per diluted share) related to
certain corporate reorganization initiatives. Additionally, the Company
recognized $500,000 ($320,000 net of tax, or $0.02 per diluted share) in
costs associated with the recently announced collaboration with the
Musculoskeletal Transplant Foundation (MTF) for the development of a new
stem cell based allograft for bone growth.
Excluding each of these charges and costs, adjusted net income was $5.8
million, or $0.34 per diluted share. This was $0.02 per share above the
high end of the range of the Company’s
adjusted net income guidance for the quarter. This compares with
adjusted net income of $7.9 million, or $0.48 cents per share, in the
third quarter of 2007. The decrease from the prior year is due primarily
to lower revenue and gross margin at Blackstone Medical.
Additionally, adjusted net income, excluding specified non-cash items
was $10.4 million, or $0.61 per diluted share, as indicated in the table
below.
In the fourth quarter Orthofix expects to generate between $130 and $135
million of revenue, and expects reported earnings to be $0.28-$0.32 per
share. Adjusted net income is expected to be $0.35-$0.39 per share,
which excludes costs of $0.13 per share associated with strategic
initiatives and $0.03 per share related to corporate reorganizations,
while also excluding a benefit of $0.09 per share related to an expected
tax adjustment. Adjusted net income, excluding specified non-cash items,
is expected to be $0.49-$0.53 per share.
A reconciliation of the fourth quarter and full-year guidance metrics is
included in the Regulation G Supplemental Information Schedule attached
to this release.
Non-GAAP Performance Measures
The table below presents a reconciliation between net income calculated
in accordance with generally accepted accounting principles (GAAP) and
two non-GAAP performance measures, referred to as "adjusted
net income” and "adjusted
net income, excluding specified non-cash items”,
that exclude from net income the items specified in the table.
Management believes it is important to provide investors with the same
non-GAAP metrics which it uses to supplement information regarding the
performance and underlying trends of Orthofix’s
business operations, 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
table below that are excluded from GAAP net income, as well as why
management believes the non-GAAP measures are useful to them, is
included in the Regulation G Supplemental Information schedule attached
to this press release.
|
Reconciliation of Non-GAAP Performance Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter
|
|
Q308
|
|
Q307
|
|
|
|
($000's)
|
|
EPS
|
|
($000's)
|
|
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported GAAP net income/(loss)
|
|
($237,251
|
)
|
|
($13.87
|
)
|
|
$8,028
|
|
|
$0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
Specified Items:
|
|
|
|
|
|
|
|
|
|
Amortization of legal settlement
|
|
---
|
|
|
---
|
|
|
$277
|
|
|
$0.02
|
|
|
Payroll tax expense on previous UK stock grants
|
|
---
|
|
|
---
|
|
|
$353
|
|
|
$0.02
|
|
|
R&D tax credit
|
|
---
|
|
|
---
|
|
|
($230
|
)
|
|
($0.01
|
)
|
|
Reversal of accrual related to distributor negotiations
|
|
---
|
|
|
---
|
|
|
($558
|
)
|
|
($0.03
|
)
|
|
Asset impairment & inventory reserve
|
|
$237,689
|
|
|
$13.90
|
|
|
---
|
|
|
---
|
|
|
Strategic investments
|
|
$320
|
|
|
$0.02
|
|
|
|
|
|
|
Corporate reorganization costs
|
|
$1,501
|
|
|
$0.09
|
|
|
---
|
|
|
---
|
|
|
Credit agreement amendment costs
|
|
$3,579
|
|
|
$0.21
|
|
|
---
|
|
|
---
|
|
|
Adjusted net income
|
|
$5,838
|
|
|
$0.34
|
|
|
$7,870
|
|
|
$0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
Specified non-cash items:
|
|
|
|
|
|
|
|
|
|
Non-cash BREG amortization
|
|
$816
|
|
|
$0.05
|
|
|
$861
|
|
|
$0.05
|
|
|
Non-cash Blackstone amortization
|
|
$2,256
|
|
|
$0.13
|
|
|
$2,400
|
|
|
$0.14
|
|
|
Equity compensation expense (FAS 123R)
|
|
$1,449
|
|
|
$0.08
|
|
|
$2,049
|
|
|
$0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
Adj. net income, excluding specified non-cash items
|
|
$10,359
|
|
|
$0.61
|
|
|
$13,180
|
|
|
$0.79
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: Some calculations may be impacted by rounding
|
|
|
|
|
|
|
|
|
Revenue
Total third quarter sales in the Company’s
spine sector were flat year-over-year, at $61.3 million. Spine
stimulation revenue increased 12%, to $35.4 million. Implant and
biologic revenue was $25.8 million, including international revenue,
which was 13% lower than the third quarter of 2007. The decrease in
implant and biologic revenue was driven by lower revenue from the Company’s
implant devices, partially offset by an increase in revenue from
biologic products.
Revenue from the Company’s orthopedic
business grew 29%, to $33.8 million, compared with the prior year. The
increase was driven primarily by 39% growth in total external and
internal fixation sales, an 8% rise in sales of Physio-Stim™
bone growth stimulation devices, and a 22% increase in revenue from the
Company’s deformity correction devices. Third
quarter revenue included higher than normal sales to a few international
distributors that increased their inventory levels to accommodate higher
demand for certain products.
Sports medicine revenue in the third quarter grew 7% compared with 2007,
to $23.7 million. Third quarter revenue from the Company’s
functional knee bracing and cold therapy products rose 12%
year-over-year.
Gross Margin
The gross margin percentage in the third quarter of 2008 was 62.9%,
compared with 74.6% in the third quarter of 2007. The gross margin
percentage in the third quarter of 2008 included the negative impact of
an $11.5 million ($7.2 million net of tax, or $0.42 per diluted share)
inventory reserve in the Company’s spine
implant business, as well as changes in product and geographic mix.
Operating Expenses
Third quarter sales and marketing (S&M) expenses as a percent of revenue
was flat year-over year, at 38.8%. S&M expenses in the third quarter of
2008 included approximately $708,000 ($453,000 net of tax, or $0.03 per
diluted share) of corporate reorganization expenses.
Third quarter general and administrative (G&A) expenses in 2008
increased by 90 basis points year-over-year, to 14.9% of sales. This
included the impact of $1.7 million ($1.1 million net of tax, or $0.06
per diluted share) in corporate reorganization expenses.
Research and development (R&D) expenses as a percent of revenues were
5.0% in the third quarter of 2008, compared with 4.9% in the prior year.
R&D expenses in the third quarter of 2008 included $500,000 ($320,000
net of tax, or $0.02 per diluted share) in costs associated with the
Company’s collaboration with MTF on the
development of a new adult stem cell based allograft.
Third quarter results also included a $289.5 million ($230.5 million net
of tax, or $13.48 per share) non-cash impairment charge related to
intangible assets originally recorded in connection with the acquisition
of Blackstone Medical, Inc. The impaired intangible assets included the
Blackstone trademark and goodwill, as well as some amortizing intangible
assets. Because a portion of the third quarter charge related to
amortizing intangible assets, the Company’s
amortization expense is expected to decrease by approximately $3.3
million in the fourth quarter of 2008, and by approximately $14 million
in 2009.
Other Income and Expenses
Third quarter net interest expense was $4.2 million, compared with
interest expense of approximately $5.7 million in the third quarter of
the prior year. Third quarter interest expense reflected a lower
interest rate as well as a lower outstanding debt compared with the
prior year. In the third quarter of 2008, Orthofix also recorded a loss
on the refinancing of senior secured term loan of $5.7 million ($3.6
million net of tax, or $0.21 per diluted share) associated with the
previously announced completion of an amendment to the Company’s
credit agreement. This included a $3.7 million non-cash write-off of
previously capitalized debt placement costs and $2.0 million of fees
associated with the amendment.
The Company also incurred a foreign exchange loss of approximately $2.2
million ($1.4 million net of tax, or $0.08 per diluted share) in the
third quarter primarily due to a rapid strengthening of the U.S. Dollar
against various foreign currencies. A number of Orthofix’s
foreign subsidiaries have trade accounts payable 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.
Taxes
The tax rate in the third quarter of 2008 was a benefit of approximately
22%. This was lower than the Company’s
full-year guidance of 33%-34%. The lower tax rate in the third quarter
was primarily the result of the non-deductibility of the goodwill
impairment charge for tax purposes.
Cash and Liquidity
The total cash balance of $27 million at September 30, 2008 compared
with $28.6 million at June 30th, and $41.5 million at December 31, 2007.
The reduction of $1.5 million in cash during the third quarter compared
to a reduction of $13 million during the first six months of 2008. The
lower cash usage in the third quarter resulted from reduced investments
in inventory and capital expenditures, primarily at Blackstone.
The Company continues to have a $45 million unused revolving credit
facility, and at the end of the 3rd quarter was in compliance with all
of the financial covenants contained in its amended credit agreement.
Blackstone Restructuring Plan
Orthofix also announced a restructuring and consolidation plan designed
to improve operations at Blackstone Medical. The plan involves the
consolidation of Blackstone’s current
operations in Wayne, NJ and Springfield, MA into the same facility
housing its spine stimulation and U.S. orthopedic operations in the
Dallas, TX area. "I believe Blackstone has
tremendous potential that is realizable by implementing operational and
financial process improvements,” said Brad
Mason, Group President, North America. Mr. Mason added that, "the
transition of key functions from Massachusetts and New Jersey to the
Texas facility will begin immediately and continue throughout 2009, with
reductions in operating expenses expected to begin in 2010.”
Conference Call
Orthofix will host a conference call today at 4:30 PM Eastern time to
discuss the Company’s financial results for
the third quarter of 2008. Interested parties may access the conference
call by dialing (866) 626-7622 in the U.S., and (706) 758-3283 outside
the U.S., and providing the conference ID 70304862. A replay of the call
will be available for one week by dialing (800) 642-1687 in the U.S.,
and (706) 645-9291 outside the U.S., and entering the conference ID
70304862.
About Orthofix
Orthofix International, N.V. is a global medical device company offering
a broad line of minimally invasive surgical, and non-surgical, products
for the spine, orthopedic, and sports medicine market sectors that
address the lifelong bone-and-joint health needs of patients of all ages–helping
them achieve a more active and mobile lifestyle. Orthofix’s
products are widely distributed around the world to orthopedic surgeons
and patients via Orthofix’s sales
representatives and its subsidiaries, including BREG, Inc. and
Blackstone Medical, Inc., and via partnerships with other leading
orthopedic product companies. In addition, Orthofix is collaborating in
R&D partnerships with leading medical institutions such as the
Orthopedic Research and Education Foundation, Rutgers University, the
Cleveland Clinic Foundation, and National Osteoporosis Institute. For
more information about Orthofix, 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.
Factors that could cause or contribute to such differences may include,
but are not limited to, risks relating to the expected sales of its
products, including recently launched products, unanticipated
expenditures, changing relationships with customers, suppliers,
strategic partners and lenders, risks relating to the protection of
intellectual property, changes to the reimbursement policies of third
parties, changes to and interpretation of governmental regulation of
medical devices, 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, unexpected difficulties
meeting covenants contained in our secured bank credit facility and
other factors described in our annual report on Form 10-K and other
periodic reports filed by the Company with the Securities and Exchange
Commission.
|
ORTHOFIX INTERNATIONAL N.V.
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(Unaudited, U.S. Dollars, in thousands, except per share and
share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
$
|
129,301
|
|
|
$
|
121,120
|
|
|
$
|
387,372
|
|
|
$
|
361,488
|
|
|
Cost of sales
|
|
47,998
|
|
|
|
30,742
|
|
|
|
117,284
|
|
|
|
94,546
|
|
|
|
Gross profit
|
|
81,303
|
|
|
|
90,378
|
|
|
|
270,088
|
|
|
|
266,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
50,210
|
|
|
|
47,055
|
|
|
|
153,652
|
|
|
|
138,949
|
|
|
|
General and administrative
|
|
19,293
|
|
|
|
16,908
|
|
|
|
60,252
|
|
|
|
49,619
|
|
|
|
Research and development
|
|
6,447
|
|
|
|
5,953
|
|
|
|
19,400
|
|
|
|
18,313
|
|
|
|
Amortization of intangible assets
|
|
5,347
|
|
|
|
4,671
|
|
|
|
15,220
|
|
|
|
13,710
|
|
|
|
Impairment of goodwill and certain intangible assets
|
|
289,523
|
|
|
|
0
|
|
|
|
289,523
|
|
|
|
0
|
|
|
|
Gain on sale of Pain Care® Operations
|
|
0
|
|
|
|
0
|
|
|
|
(1,570
|
)
|
|
|
0
|
|
|
|
|
|
|
|
370,820
|
|
|
|
74,587
|
|
|
|
536,477
|
|
|
|
220,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
(289,517
|
)
|
|
|
15,791
|
|
|
|
(266,389
|
)
|
|
|
46,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
Interest income/(expense), net
|
|
(4,249
|
)
|
|
|
(5,666
|
)
|
|
|
(13,708
|
)
|
|
|
(17,200
|
)
|
|
|
Loss on refinancing of senior secured term loan
|
|
(5,735
|
)
|
|
|
0
|
|
|
|
(5,735
|
)
|
|
|
0
|
|
|
|
Other, net
|
|
(3,822
|
)
|
|
|
519
|
|
|
|
(2,737
|
)
|
|
|
234
|
|
|
Other income/(expense), net
|
|
(13,806
|
)
|
|
|
(5,147
|
)
|
|
|
(22,180
|
)
|
|
|
(16,966
|
)
|
|
|
Income (loss) before minority interests and income taxes
|
|
(303,323
|
)
|
|
|
10,644
|
|
|
|
(288,569
|
)
|
|
|
29,385
|
|
|
Income tax benefit (expense)
|
|
66,072
|
|
|
|
(2,616
|
)
|
|
|
60,732
|
|
|
|
(7,902
|
)
|
|
|
Net income (loss)
|
|
($237,251
|
)
|
|
$
|
8,028
|
|
|
|
($227,837
|
)
|
|
$
|
21,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share - basic
|
|
($13.87
|
)
|
|
$
|
0.48
|
|
|
|
($13.33
|
)
|
|
$
|
1.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share - diluted
|
|
($13.87
|
)
|
|
$
|
0.48
|
|
|
|
($13.33
|
)
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
|
|
17,101,718
|
|
|
|
16,639,019
|
|
|
|
17,093,133
|
|
|
|
16,546,385
|
|
|
|
shares outstanding - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
|
|
|
|
|
|
|
|
|
|
shares outstanding - diluted
|
|
17,101,718
|
|
|
|
16,889,303
|
|
|
|
17,093,133
|
|
|
|
16,925,084
|
|
|
ORTHOFIX INTERNATIONAL N.V.
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(U.S. Dollars, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
December 31,
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
10,286
|
|
$
|
25,064
|
|
|
Restricted cash
|
|
|
16,761
|
|
|
16,453
|
|
|
Trade accounts receivable, net
|
|
|
115,679
|
|
|
108,900
|
|
|
Inventory, net
|
|
|
97,368
|
|
|
93,952
|
|
|
Deferred income taxes
|
|
|
11,373
|
|
|
11,373
|
|
|
Prepaid expenses and other current assets
|
|
|
30,059
|
|
|
25,035
|
|
Total current assets
|
|
|
281,526
|
|
|
280,777
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
2,095
|
|
|
4,427
|
|
Property, plant and equipment, net
|
|
|
33,154
|
|
|
33,444
|
|
Patents and other intangible assets, net
|
|
|
55,354
|
|
|
230,305
|
|
Goodwill
|
|
|
187,353
|
|
|
319,938
|
|
Deferred taxes and other long-term assets
|
|
|
19,305
|
|
|
16,773
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
578,787
|
|
$
|
885,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Bank borrowings
|
|
$
|
6,197
|
|
$
|
8,704
|
|
|
Current portion of long-term debt
|
|
|
3,337
|
|
|
3,343
|
|
|
Trade accounts payable
|
|
|
26,561
|
|
|
24,715
|
|
|
Other current liabilities
|
|
|
33,361
|
|
|
36,544
|
|
Total current liabilities
|
|
|
69,456
|
|
|
73,306
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
288,370
|
|
|
294,588
|
|
Deferred income taxes
|
|
|
5,475
|
|
|
75,908
|
|
Other long-term liabilities
|
|
|
5,630
|
|
|
7,922
|
|
|
Total liabilities
|
|
|
368,931
|
|
|
451,724
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
|
Common shares
|
|
|
1,710
|
|
|
1,704
|
|
|
Additional paid-in capital
|
|
|
166,954
|
|
|
157,349
|
|
|
|
|
|
|
|
168,664
|
|
|
159,053
|
|
|
Retained earnings
|
|
|
30,364
|
|
|
258,201
|
|
|
Accumulated other comprehensive income
|
|
|
10,828
|
|
|
16,686
|
|
Total shareholders' equity
|
|
|
209,856
|
|
|
433,940
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
578,787
|
|
$
|
885,664
|
|
ORTHOFIX INTERNATIONAL N.V.
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(Unaudited, U.S. Dollars, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income
|
|
($227,837
|
)
|
|
$
|
21,483
|
|
|
|
Adjustments to reconcile net income to net cash
|
|
|
|
|
|
|
|
provided by operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
22,707
|
|
|
|
21,334
|
|
|
|
Amortization of debt costs
|
|
868
|
|
|
|
523
|
|
|
|
Provision for doubtful accounts
|
|
4,585
|
|
|
|
3,532
|
|
|
|
Deferred taxes
|
|
(80,159
|
)
|
|
|
(3,919
|
)
|
|
|
Share-based compensation
|
|
7,855
|
|
|
|
8,006
|
|
|
|
Change in inventory obsolescence estimate
|
|
10,913
|
|
|
|
0
|
|
|
|
Loss of refinancing of senior secured term loan
|
|
3,660
|
|
|
|
0
|
|
|
|
Impairment of goodwill and certain intangible assets
|
|
289,523
|
|
|
|
0
|
|
|
|
Impairment of investments held at cost
|
|
1,500
|
|
|
|
0
|
|
|
|
Amortization of step up of fair value in inventory
|
|
365
|
|
|
|
2,718
|
|
|
|
Gain on sale of Pain Care® operations
|
|
(1,570
|
)
|
|
|
0
|
|
|
|
Other
|
|
3,062
|
|
|
|
(1,328
|
)
|
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
Restricted cash
|
|
(352
|
)
|
|
|
(4,270
|
)
|
|
|
|
Accounts receivable
|
|
(13,805
|
)
|
|
|
(14,829
|
)
|
|
|
|
Inventories
|
|
(16,703
|
)
|
|
|
(19,086
|
)
|
|
|
|
Prepaid expenses and other current assets
|
|
(1,952
|
)
|
|
|
(5,976
|
)
|
|
|
|
Accounts payable
|
|
2,500
|
|
|
|
(2,707
|
)
|
|
|
|
Other current liabilities
|
|
(2,739
|
)
|
|
|
8,277
|
|
|
Net cash provided by operating activities
|
|
2,421
|
|
|
|
13,758
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Payments made in connection with acquisitions and investments in
subsidiaries, net of cash acquired
|
|
(501
|
)
|
|
|
(2,117
|
)
|
|
|
Capital expenditures
|
|
(15,831
|
)
|
|
|
(23,752
|
)
|
|
|
Proceeds from sale of investment held at cost
|
|
766
|
|
|
|
0
|
|
|
|
Proceeds from sale of Pain Care®
operations
|
|
5,980
|
|
|
|
0
|
|
|
Net cash provided by (used in) investing activities
|
|
(9,586
|
)
|
|
|
(25,869
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Net proceeds from issuance of common shares
|
|
1,734
|
|
|
|
6,799
|
|
|
|
Repayments of long-term debt, net
|
|
(6,223
|
)
|
|
|
(6,505
|
)
|
|
|
Proceeds from (repayments of) bank borrowings, net
|
|
(2,377
|
)
|
|
|
7,870
|
|
|
|
Payment of refinancing fees
|
|
(283
|
)
|
|
|
0
|
|
|
|
Tax benefit on non-qualified stock options
|
|
22
|
|
|
|
1,164
|
|
|
Net cash used in financing activities
|
|
(7,127
|
)
|
|
|
9,328
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
(486
|
)
|
|
|
464
|
|
|
|
|
|
|
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents
|
|
(14,778
|
)
|
|
|
(2,319
|
)
|
|
Cash and cash equivalents at the beginning of the year
|
|
25,064
|
|
|
|
25,881
|
|
|
Cash and cash equivalents at the end of the period
|
$
|
10,286
|
|
$
|
|
23,562
|
|
|
External net sales by market sector
|
|
(In US$ millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
2008
|
|
2007
|
|
% Increase
|
|
2008
|
|
2007
|
|
% Increase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spine
|
|
$
|
61.3
|
|
$
|
61.3
|
|
0
|
%
|
|
$
|
186.5
|
|
$
|
178.9
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Orthopedic
|
|
|
33.8
|
|
|
26.3
|
|
29
|
%
|
|
|
96.9
|
|
|
81.9
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sports Medicine
|
|
|
23.7
|
|
|
22.1
|
|
7
|
%
|
|
|
70.2
|
|
|
64.6
|
|
9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vascular
|
|
|
4.3
|
|
|
4.7
|
|
-9
|
%
|
|
|
13.4
|
|
|
15.2
|
|
-12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Products
|
|
|
6.2
|
|
|
6.7
|
|
-8
|
%
|
|
|
20.4
|
|
|
20.9
|
|
-2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
129.3
|
|
$
|
121.1
|
|
7
|
%
|
|
$
|
387.4
|
|
$
|
361.5
|
|
7
|
%
|
Regulation G Supplemental Information
Schedule
The information in this schedule is set up in three sections intended to
address different aspects of Regulation G.
Section 1 includes a Reconciliation of Non-GAAP Performance
Measures for the fourth quarter and full-year of 2008. A similar
reconciliation for the third quarter of 2008 appears in the body of the
release to which this Supplemental Schedule is attached.
Section 2 contains explanations of each of the specified items
and additional non-cash specified items listed in the Reconciliation of
Non-GAAP Performance Measures for the third quarters of 2008 and 2007,
included in the body of this release, and for the fourth quarter and
full-year of 2008 that is included in Section 1 of this Supplemental
Information Schedule.
Section 3 provides detailed disclosures indicating the reasons
management believes our non-GAAP measures are useful.
Section 1
|
Reconciliation of Non-GAAP Performance Measures
|
|
For Full Year and 4th Quarter 2008 Guidance
|
|
|
|
Estimated
|
|
Estimated
|
|
|
|
2008
|
|
Q408
|
|
|
|
|
|
|
|
Adj. net income, excluding specified non-cash items
|
|
$2.42-$2.46
|
|
$0.49-$0.53
|
|
|
|
|
|
|
|
Less: Specified non-cash items:
|
|
|
|
|
|
Non-cash BREG & Blackstone amortization
|
|
$0.57
|
|
$0.05
|
|
Equity compensation expense (FAS 123R)
|
|
$0.36
|
|
$0.09
|
|
|
|
|
|
|
|
Adjusted net income
|
|
$1.49-$1.53
|
|
$0.35-$0.39
|
|
|
|
|
|
|
|
Less Specified Items:
|
|
|
|
|
|
Asset impairment & inventory reserve
|
|
$13.90
|
|
---
|
|
Credit agreement amendment
|
|
$0.21
|
|
---
|
|
Strategic initiatives
|
|
$0.38
|
|
$0.13
|
|
Corporate reorganizations
|
|
$0.14
|
|
$0.03
|
|
Tax benefit
|
|
($0.09)
|
|
($0.09)
|
|
|
|
|
|
|
|
Reported (GAAP) Net Income
|
|
$(13.05)-$(13.01)
|
|
$0.28-$0.32
|
|
|
|
|
|
|
|
NOTE: Some calculations may be impacted by rounding
|
Section 2
Description of Third Quarter Specified Items
-
Amortization of legal settlement- amortization of costs
incurred in connection with obtaining a license agreement as part of a
legal settlement with Medtronic.
-
Payroll tax expense on previous UK stock grants- payroll taxes
accrued in the third quarter related to stock option grants previously
made to employees in the United Kingdom.
-
R&D tax credit- tax credits related to corporate returns
filed for the years 2003 and 2006.
-
Reversal of accrual related to distributor negotiations- reversed
an accrual previously recorded for potential costs associated with
negotiations with a distributor.
-
Asset impairment & inventory reserve- an impairment charge
related to certain
intangible assets recorded in connection
with the acquisition of Blackstone Medical, Inc.; and reserves taken
on the inventory of products at Blackstone Medical.
-
Strategic initiatives- costs related to the Company’s
strategic initiatives, including those related to the execution of the
development and commercialization agreements with MTF.
-
Corporate reorganization - costs associated with corporate
level reorganizations within the Company, primarily related to
Blackstone.
-
Credit agreement amendment - fees and the write-off of
previously capitalized debt placement associated with the completion
of an amendment to the Company’s credit
agreement.
Description of Third Quarter Specified Non-Cash Items
-
Non-cash BREG amortization- non-cash amortization of purchase
accounting items associated with the acquisition of BREG, net of tax.
-
Non-cash Blackstone amortization- non-cash amortization of
intangible assets associated with the acquisition of Blackstone, net
of tax. In 2007 this item also included the amortization of the step
up in assets recorded in connection with the Blackstone acquisition.
-
Equity Compensation Expense - equity compensation expense
related to FAS 123R, net of tax.
Description of Fourth Quarter & Full Year Specified Items
-
Strategic Initiatives- costs related to the Company’s
strategic initiatives, primarily those related to agreements with MTF
and Intelligent Implant Systems.
-
Corporate Reorganizations- costs associated with planned
corporate level reorganizations with in the Company.
-
Tax benefit- a benefit associated with a change in tax reserves
Description of Fourth Quarter & Full Year Specified Non-Cash Items
-
Non-cash BREG amortization- non-cash amortization of purchase
accounting items associated with the acquisition of BREG, net of tax.
-
Non-cash Blackstone amortization- non-cash amortization of
intangible assets associated with the acquisition of Blackstone, net
of tax.
-
Equity Compensation Expense - equity compensation expense
related to FAS 123R.
Section 3
Management use of, and economic substance behind, Non-GAAP
Performance Measures
Management uses non-GAAP measures, referred to as "adjusted
net income” and "adjusted
net income, excluding additional specified non-cash items”,
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. In addition, following the Company's
acquisition of Blackstone, and the related increase in Orthofix’s
debt, management has increased its focus on cash generation and debt
reduction. Management uses these non-GAAP measures as the basis for
assessing the ability of the underlying operations to generate cash for
use in paying down debt. In addition, management uses these non-GAAP
measures to further its understanding of the performance of the
Company's business segments. The items excluded from Orthofix’s
non-GAAP measures are also excluded from the profit or loss reported by
the Company’s business segments for the
purpose of analyzing their performance.
Material Limitations Associated with the Use of Non-GAAP Measures
The Non-GAAP measures used in this 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. For example, the amortization of
purchased intangible assets does not directly affect Orthofix’s
cash flows, however, it does represent the reduction in value of those
assets over time, and the expense associated with this reduction in
value is not included in the Company’s
non-GAAP measures. 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
measurse 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.