Full Press Release Details
Orthofix International
Provides Fourth Quarter and Full-Year 2013 Results
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, TX. March 27, 2014 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.
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 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.
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.
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 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.
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.
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 | ||||||||||||||||
| (USD in millions) | 2013 | 2012 | Reported Growth | Constant Currency 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 | ||||||||||||||||
| (USD in millions) | 2013 | 2012 | Reported Growth | Constant Currency 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.
| 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 | $ | 24.4 | $ | 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 | $ | 121.5 | $ | 162.2 | ||||||||||
| Consolidated Expenses: | ||||||||||||||||
| General and administrative expense | (18.4 | ) | (10.7 | ) | (65.1 | ) | (53.4 | ) | ||||||||
| Research and development expense | (6.1 | ) | (5.4 | ) | (26.7 | ) | (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 |
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
| 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 | % | $ | 25,847 | 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
Fourth Quarter Adjusted Net Income from Continuing Operations
| Q4 2013 | Q4 2012 | |||||||||||||||
| ($000 s) | EPS | ($000 s) | EPS | |||||||||||||
| Reported GAAP net income and net income per diluted share | (9,337 | ) | $ | (0.52 | ) | $ | 16,009 | $ | 0.81 | |||||||
| 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 | ||||||
| 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 | |||||||||||||||
| ($000 s) | EPS | ($000 s) | EPS | |||||||||||||
| Reported GAAP net income (loss) and net income (loss) per diluted share | $ | (15,681 | ) | $ | (0.84 | ) | $ | 45,050 | $ | 2.32 | ||||||
| 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 mutal 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 | ||||||||
| 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 |
| 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 | 83 | 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 |
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 | $ | 0 | $ | 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 |