Attached files
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| 8-K - 8-K - WRIGHT MEDICAL GROUP INC | a8-k123112.htm |
FOR IMMEDIATE RELEASE |  |
Investors and Media: | |
Julie D. Tracy | |
Sr. Vice President, Chief Communications Officer Wright Medical Group, Inc. (901) 290-5817 julie.tracy@wmt.com | |
Wright Medical Group, Inc. Reports 2012 Fourth Quarter and Full-Year Financial Results and Provides 2013 Guidance
Significant Progress Made in 2012 to Transform Business and Maximize Foot and Ankle Opportunity
Fourth Quarter Global Foot and Ankle Net Sales Increase 20% As Reported and 20% Constant Currency
Full-Year 2012 Net Cash Flow from Operating Activities of $68.8 Million and Free Cash Flow of $49.5 Million
ARLINGTON, Tenn. - February 21, 2013 - Wright Medical Group, Inc. (NASDAQ: WMGI) reported financial results for its fourth quarter ended December 31, 2012 and provided 2013 guidance.
Net sales totaled $123.5 million during the fourth quarter ended December 31, 2012, representing a 3% decrease as reported and a 2% decrease on a constant currency basis compared to the fourth quarter of 2011. During the fourth quarter of 2012, as anticipated, global sales were negatively affected by U.S. OrthoRecon customer losses and price decreases in Japan that were effective in the second quarter of 2012, partially offset by strong growth in the global foot and ankle business.
Robert Palmisano, president and chief executive officer, commented, “Our performance in the fourth quarter reflects continued strong implementation of the transformational changes to our business. Notably, the fourth consecutive quarter of accelerating global foot and ankle growth underscores the positive progress that we continue to make in our foot and ankle business by leveraging our large, direct sales organization, introducing new products, driving productivity gains and increasing our medical education programs. We also generated strong free cash flow in 2012, which was more than triple the amount generated in the prior year.”
Palmisano commented further, “We remain optimistic about the longer term outlook for our OrthoRecon business and will continue to focus on driving significant improvements in customer satisfaction and ensuring an R&D product pipeline that meets current and future customer needs. With this focus, our team is confident that we will be able to work towards building a growing global OrthoRecon business that delivers exceptional levels of customer service, market rates of growth and significant cash contribution.”
Net income for the fourth quarter of 2012 totaled $5.4 million or $0.14 per diluted share, compared to net income of $1.2 million or $0.03 per diluted share in the fourth quarter of 2011.
Net income for the fourth quarter of 2012 included the after-tax effects of $2.5 million of non-cash stock-based compensation expense, $1.7 million of charges associated with distributor conversions and non-competes, $2.1 million of non-cash interest expense related to the 2017 Convertible Notes, an unrealized loss of $3.5 million related to mark-to-market adjustments on derivatives, $1.8 million of due diligence and transaction costs, a $2.4 million increase to management's estimate of the Company's probable insurance recovery for previously recognized costs associated with product liability claims, and a $15
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million gain on the sale of intellectual property. Net income for the fourth quarter of 2011 included the after-tax effects of $2.8 million of charges associated with the 2011 cost restructuring plan, $3.4 million of expenses associated with the Company's DPA, and $2.4 million of non-cash stock-based compensation expense.
The Company's fourth quarter 2012 net income, as adjusted for the above items, decreased to $1.8 million in 2012 from $6.7 million in 2011, while diluted earnings per share, as adjusted, decreased to $0.05 in the fourth quarter of 2012 from $0.17 in the fourth quarter of 2011. Including stock-based expense, diluted earnings per share, as adjusted, totaled $0.01 in the fourth quarter of 2012. The attached financial tables include a reconciliation of U.S. GAAP to “as adjusted” results.
Cash and cash equivalents and marketable securities totaled $333.0 million as of the end of the fourth quarter of 2012, an increase of $161.3 million compared to the end of the fourth quarter of 2011. Net cash flow from operating activities was $11.1 million, which combined with capital expenditures of $6.0 million, resulted in free cash flow of $5.0 million in the fourth quarter of 2012 compared to free cash flow of $0.9 million in the fourth quarter of 2011.
Palmisano concluded, “During 2013, we will continue to make investments to accelerate foot and ankle growth and sales productivity, build a growing global OrthoRecon business and deliver sustained, strong cash flow. We also look forward to closing the transaction with BioMimetic and adding BioMimetic's breakthrough biologics platform and pipeline to our Extremities business. We believe this will significantly accelerate the positive transformation of our business as well as our strategy of building a world-class biologics platform and growing our foot and ankle business at well above market growth rates. Our team is confident that the right organizational alignment and strategic programs are in place to position us for future success and drive growth and shareholder value.”
Outlook
Excluding the impact of the proposed transaction with BioMimetic Therapeutics, Inc. that was previously announced on November 19, 2012, the Company anticipates full-year 2013 net sales to be in the range of $485 million to $495 million. This range includes a negative impact from currency of approximately 2 percent as compared to 2012.
The Company anticipates as-adjusted earnings per share, including stock-based compensation, to be in the range of $0.00 to $0.06 per diluted share, based on approximately 40.0 million shares outstanding. While the amount of the non-cash stock-based compensation charges will vary depending upon a number of factors, the Company currently estimates that the after-tax impact of those expenses will be approximately $0.19 per diluted share for the full-year 2013. The Company's earnings target excludes non-compete and transition costs associated with converting a major portion of independent foot and ankle territories to direct, possible future acquisitions, other material future business developments, the U.S. government inquiry relating to the PROFEMUR® hip products, non-cash interest expense associated with the 2017 Convertible Notes, and non-cash mark-to-market derivative adjustments.
The Company anticipates 2013 free cash flow to be in the range of $35 million to $40 million.
If the proposed transaction with BioMimetic closes as anticipated by the end of the first quarter of 2013, the Company anticipates no change to its full-year 2013 net sales range of $485 million to $495 million. This transaction is anticipated to negatively impact earnings per share in the range of $0.32 to $0.34 per diluted share, resulting in anticipated full-year 2013 loss per share including stock-based compensation for the combined company of $(0.26) to $(0.34) per diluted share, based on approximately 45.8 million shares
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outstanding, and free cash flow in the range of $0 million to $5 million.
The Company's anticipated ranges for net sales, adjusted earnings per share, non-cash stock-based compensation charges and free cash flow are forward-looking statements, as are any other statements which anticipate or aspire to future performance against key metrics. They are subject to various risks and uncertainties that could cause the Company's actual results to differ materially from the anticipated targets. The anticipated targets are not predictions of the Company's actual performance. See the cautionary information about forward-looking statements in the “Safe-Harbor Statement” section of this press release.
Conference Call
As previously announced, the Company will host a conference call starting at 3:30 p.m. Central Time today. The live dial-in number for the call is 800-659-1966 (U.S.) / 617-614-2711 (International). The participant passcode for the call is “Wright.” To access a simultaneous webcast of the conference call via the internet, go to the “Corporate - Investor Information” section of the Company's website located at www.wmt.com.
A replay of the conference call by telephone will be available starting at 5:30 p.m. Central Time today and continuing until February 28, 2013. To hear this replay, dial 888-286-8010 (U.S.) or 617-801-6888 (International) and enter the passcode 37790344. A replay of the conference call will also be available via the internet starting today and continuing for at least 12 months. To access a replay of the conference call via the internet, go to the “Corporate - Investor Information - Audio Archives” section of the Company's website located at www.wmt.com.
The conference call may include a discussion of non-GAAP financial measures. Reference is made to the most directly comparable GAAP financial measures, the reconciliation of the differences between the two financial measures, and the other information included in this press release, the Form 8-K filed with the SEC today, or otherwise available in the “Corporate - Investor Information - Supplemental Financial Information” section of the Company's website located at www.wmt.com.
The conference call may include forward-looking statements. See the cautionary information about forward-looking statements in the “Safe-Harbor Statement” section of this press release.
About Wright Medical
Wright Medical Group, Inc. is a global orthopaedic medical device company that specializes in the design, manufacture and marketing of devices and biologics for extremity, hip and knee reconstruction and is the recognized leader of surgical solutions for the foot and ankle market. The Company has been in business for more than 60 years and markets its products in over 60 countries worldwide. For more information about Wright Medical, visit the Company's website at www.wmt.com.
Non-GAAP Financial Measures
The Company uses non-GAAP financial measures, such as net sales, excluding the impact of foreign currency; operating income, as adjusted; net income, as adjusted; net income, as adjusted, per diluted share; effective tax rate, as adjusted; and free cash flow. The Company's management believes that the presentation of these measures provides useful information to investors. These measures may assist investors in evaluating the Company's operations, period over period. The measures exclude such items as costs related to the U.S. governmental inquiries and the DPA, costs associated with distributor conversions
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and non-competes, non-cash interest expense related to the Company's 2017 Convertible Notes, mark-to-market adjustments on derivative assets and liabilities, losses associated with the termination of derivative instruments, write-off of unamortized deferred financing costs, restructuring charges, gains or losses on the sale of assets, transaction costs, changes in estimates of the Company's total probable insurance recovery for costs associated with product liability claims, IRS audit liabilities, costs related to settlement of certain employment matters and the hiring of a new CEO, and non-cash stock-based expense, all of which may be highly variable, difficult to predict and of a size that could have substantial impact on the Company's reported results of operations for a period. Management uses these measures internally for evaluation of the performance of the business, including the allocation of resources and the evaluation of results relative to employee performance compensation targets. Investors should consider these non-GAAP measures only as a supplement to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain “forward-looking statements” as defined under U.S. federal securities laws. These statements reflect management's current knowledge, assumptions, beliefs, estimates, and expectations and express management's current view of future performance, results, and trends. Forward looking statements may be identified by their use of terms such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will, and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements. In addition to those described below, forward looking statements contained in this press release include, without limitation, statements concerning the timing and expected benefits of the previously announced merger agreement with BioMimetic Therapeutics, Inc., including statements about the possibility of FDA approval of Augment Bone Graft, statements regarding market acceptance of, and expected annual market demand for Augment Bone Graft, and statements regarding the expected impact of the transaction on Wright's adjusted EBITDA and other financial results. The reader should not place undue reliance on forward-looking statements. Such statements are made as of the date of this press release, and we undertake no obligation to update such statements after this date. In addition to those described above, risks and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements are discussed in our filings with the Securities and Exchange Commission (including those described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, and as may be supplemented in our Quarterly Reports on Form 10-Q). By way of example and without implied limitation, such risks and uncertainties include: the failure of BioMimetic stockholders to adopt the merger agreement or the failure of either Wright or BioMimetic to meet any of the other conditions to the closing of the transaction, the failure to realize the anticipated benefits from the transaction or delay in realization thereof, future actions of the United States Attorney's office, the FDA, the Department of Health and Human Services or other U.S. or foreign government authorities, including those resulting from increased scrutiny under the Foreign Corrupt Practices Act and similar laws, that could delay, limit or suspend our development, manufacturing, commercialization and sale of products, or result in seizures, injunctions, monetary sanctions or criminal or civil liabilities; failure to obtain the FDA or other regulatory clearances needed to market and sell our products; any actual or alleged breach of the Corporate Integrity Agreement to which we are subject through September 2015 which could expose us to significant liability including exclusion from Medicare, Medicaid and other federal healthcare programs, potential criminal prosecution, and civil and criminal fines or penalties; adverse outcomes in existing product liability litigation; new product liability claims; inadequate insurance coverage; the possibility of private securities litigation or shareholder derivative suits; demand for and market acceptance of our new and existing products; potentially burdensome tax measures; recently enacted healthcare laws and changes in product reimbursement which could generate
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downward pressure on our product pricing; lack of suitable business development opportunities; product quality or patient safety issues; challenges to our intellectual property rights; geographic and product mix impact on our sales; our inability to retain key sales representatives, independent distributors and other personnel or to attract new talent; inventory reductions or fluctuations in buying patterns by wholesalers or distributors; inability to realize the anticipated benefits of restructuring initiatives; negative impact of the commercial and credit environment on us, our customers and our suppliers; and the potentially negative effect of our ongoing compliance enhancements on our relationships with customers, and on our ability to deliver timely and effective medical education, clinical studies, and new products.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
This press release may be deemed to be solicitation material regarding the proposed business combination of Wright and BioMimetic. In connection with the proposed transaction, Wright has filed with the SEC a registration statement on Form S-4, which includes a proxy statement/prospectus and other relevant materials in connection with the proposed transaction, and each of Wright and BioMimetic intend to file with the SEC other documents regarding the proposed transaction. The proxy statement/prospectus and this press release are not offers to sell Wright securities and are not soliciting an offer to buy Wright securities in any state where the offer and sale is not permitted. The final proxy statement/prospectus will be mailed to the stockholders of BioMimetic. INVESTORS AND SECURITY HOLDERS OF BIOMIMETIC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND THE OTHER RELEVANT MATERIAL CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WRIGHT AND BIOMIMETIC AND THE PROPOSED TRANSACTION.
The proxy statement/prospectus and other relevant materials (when they become available), and any and all documents filed with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Wright by directing a written request to Wright Medical Group, Inc, 5677 Airline Road, Arlington, TN 38002, Attention: Investor Relations, and by BioMimetic by directing a written request to BioMimetic Therapeutics, Inc., 389 Nichol Mill Lane, Franklin, TN 37067, Attention: Investor Relations.
BioMimetic and its respective executive officers and directors and other persons, including Wright and its respective executive officers and directors, may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transaction. Information about the executive officers and directors of BioMimetic and their ownership of BioMimetic common stock is set forth in its annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 13, 2012 and the proxy statement for BioMimetic's 2012 annual meeting of stockholders, filed with the SEC on April 27, 2012. Information about the executive officers and directors of Wright Medical Group is set forth in its annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 24, 2012 and the proxy statement for Wright Medical Group's 2012 annual meeting of stockholders, filed with the SEC on March 27, 2012. Certain directors and executive officers of BioMimetic and other persons may have direct or indirect interests in the merger due to securities holdings, pre-existing or future indemnification arrangements and rights to severance payments if their employment is terminated prior to or following the transaction. If and to the extent that any of the BioMimetic participants will receive any additional benefits in connection with the transaction, the details of those benefits will be described in the proxy statement/prospectus relating to the transaction. Investors and security holders may obtain additional information regarding the direct and indirect interests of BioMimetic and its executive officers and directors in the transaction.
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--Tables Follow--
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Wright Medical Group, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data--unaudited)
Three Months Ended | Twelve Months Ended | ||||||||||||||
December 31, 2012 | December 31, 2011 | December 31, 2012 | December 31, 2011 | ||||||||||||
Net sales | $ | 123,477 | $ | 126,872 | $ | 483,776 | $ | 512,947 | |||||||
Cost of sales | 39,649 | 40,449 | 149,978 | 156,906 | |||||||||||
Cost of sales - restructuring | — | 571 | 435 | 2,471 | |||||||||||
Gross profit | 83,828 | 85,852 | 333,363 | 353,570 | |||||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative | 74,200 | 72,361 | 290,261 | 301,588 | |||||||||||
Research and development | 7,456 | 6,331 | 27,033 | 30,114 | |||||||||||
Amortization of intangible assets | 1,949 | 782 | 5,772 | 2,870 | |||||||||||
Gain on sale of intellectual property | (15,000 | ) | — | (15,000 | ) | — | |||||||||
Restructuring charges | — | 2,273 | 1,153 | 14,405 | |||||||||||
Total operating expenses | 68,605 | 81,747 | 309,219 | 348,977 | |||||||||||
Operating income | 15,223 | 4,105 | 24,144 | 4,593 | |||||||||||
Interest expense, net | 3,920 | 1,755 | 10,188 | 6,529 | |||||||||||
Other (income) expense, net | 3,360 | (56 | ) | 5,395 | 4,719 | ||||||||||
Income (loss) before income taxes | 7,943 | 2,406 | 8,561 | (6,655 | ) | ||||||||||
Provision (benefit) for income taxes | 2,591 | 1,243 | 3,277 | (1,512 | ) | ||||||||||
Net income (loss) | $ | 5,352 | $ | 1,163 | $ | 5,284 | $ | (5,143 | ) | ||||||
Net income (loss) per share, basic | $ | 0.14 | $ | 0.03 | $ | 0.14 | $ | (0.13 | ) | ||||||
Net income (loss) income per share, diluted | $ | 0.14 | $ | 0.03 | $ | 0.14 | $ | (0.13 | ) | ||||||
Weighted-average number of shares outstanding-basic | 38,959 | 38,430 | 38,769 | 38,279 | |||||||||||
Weighted-average number of shares outstanding-diluted | 39,342 | 38,673 | 39,086 | 38,279 | |||||||||||
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Wright Medical Group, Inc.
Consolidated Sales Analysis
(dollars in thousands--unaudited)
Three Months Ended | Twelve Months Ended | ||||||||||||||||||||
December 31, 2012 | December 31, 2011 | % change | December 31, 2012 | December 31, 2011 | % change | ||||||||||||||||
Geographic | |||||||||||||||||||||
Domestic | $ | 70,657 | $ | 73,265 | (3.6 | %) | $ | 275,686 | $ | 295,943 | (6.8 | %) | |||||||||
International | 52,820 | 53,607 | (1.5 | %) | 208,090 | 217,004 | (4.1 | %) | |||||||||||||
Total net sales | $ | 123,477 | $ | 126,872 | (2.7 | %) | $ | 483,776 | $ | 512,947 | (5.7 | %) | |||||||||
Three Months Ended | Twelve Months Ended | ||||||||||||||||||||
December 31, 2012 | December 31, 2011 | % change | December 31, 2012 | December 31, 2011 | % change | ||||||||||||||||
OrthoRecon | |||||||||||||||||||||
Hips | $ | 35,929 | $ | 42,715 | (15.9 | %) | $ | 150,550 | $ | 173,201 | (13.1 | %) | |||||||||
Knees | 27,968 | 30,559 | (8.5 | %) | 114,896 | 123,988 | (7.3 | %) | |||||||||||||
Other | 1,200 | 923 | 30.0 | % | 4,225 | 5,005 | (15.6 | %) | |||||||||||||
Total OrthoRecon | 65,097 | 74,197 | (12.3 | %) | 269,671 | 302,194 | (10.8 | %) | |||||||||||||
Extremities | |||||||||||||||||||||
Foot and Ankle | 35,360 | 29,524 | 19.8 | % | 122,897 | 107,734 | 14.1 | % | |||||||||||||
Upper Extremity | 5,876 | 6,553 | (10.3 | %) | 24,977 | 27,742 | (10.0 | %) | |||||||||||||
Biologics | 15,240 | 15,563 | (2.1 | %) | 60,495 | 69,409 | (12.8 | %) | |||||||||||||
Other | 1,904 | 1,035 | 84.0 | % | 5,736 | 5,868 | (2.2 | %) | |||||||||||||
Total Extremities | 58,380 | 52,675 | 10.8 | % | 214,105 | 210,753 | 1.6 | % | |||||||||||||
Total Sales | $ | 123,477 | $ | 126,872 | (2.7 | %) | $ | 483,776 | $ | 512,947 | (5.7 | %) | |||||||||
Wright Medical Group, Inc.
Supplemental Sales Information
(unaudited)
Fourth Quarter 2012 Sales Growth | |||||
Domestic As Reported | Int'l Constant Currency | Int'l As Reported | Total Constant Currency | Total As Reported | |
OrthoRecon | |||||
Hips | (17%) | (13%) | (15%) | (14%) | (16%) |
Knees | (17%) | 4% | 2% | (8%) | (8%) |
Other | 154% | 11% | 10% | 30% | 30% |
Total OrthoRecon | (17%) | (7%) | (9%) | (11%) | (12%) |
Extremities | |||||
Foot and Ankle | 16% | 37% | 36% | 20% | 20% |
Upper Extremity | (17%) | 10% | 8% | (10%) | (10%) |
Biologics | (8%) | 21% | 22% | (2%) | (2%) |
Other | 100% | 76% | 76% | 84% | 84% |
Total Extremities | 6% | 30% | 30% | 11% | 11% |
Total Sales | (4%) | 0% | (1%) | (2%) | (3%) |
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Wright Medical Group, Inc.
Supplemental Sales Information
(unaudited)
2012 Sales Growth | |||||
Domestic As Reported | Int'l Constant Currency | Int'l As Reported | Total Constant Currency | Total As Reported | |
OrthoRecon | |||||
Hips | (18%) | (8%) | (10%) | (12%) | (13%) |
Knees | (13%) | 2% | 0% | (6%) | (7%) |
Other | (13%) | (14%) | (16%) | (14%) | (16%) |
Total OrthoRecon | (15%) | (5%) | (7%) | (9%) | (11%) |
Extremities | |||||
Foot and Ankle | 12% | 26% | 22% | 15% | 14% |
Upper Extremity | (13%) | (1%) | (3%) | (9%) | (10%) |
Biologics | (16%) | 1% | 0% | (13%) | (13%) |
Other | 12% | (6%) | (9%) | 0% | (2%) |
Total Extremities | 0% | 11% | 8% | 2% | 2% |
Total Sales | (7%) | (2%) | (4%) | (5%) | (6%) |
Sales as a % of Total Sales | |||||||
Three Months Ended December 31, 2012 | Twelve Months Ended December 31, 2012 | ||||||
Domestic | International | Total | Domestic | International | Total | ||
OrthoRecon | |||||||
Hips | 10% | 19% | 29% | 10% | 21% | 31% | |
Knees | 11% | 12% | 23% | 12% | 12% | 24% | |
Other | 0% | 1% | 1% | 0% | 1% | 1% | |
Total OrthoRecon | 21% | 32% | 53% | 23% | 33% | 56% | |
Extremities | |||||||
Foot and Ankle | 23% | 6% | 29% | 21% | 5% | 25% | |
Upper Extremity | 3% | 2% | 5% | 4% | 2% | 5% | |
Biologics | 9% | 3% | 12% | 10% | 3% | 13% | |
Other | 1% | 1% | 2% | 0% | 1% | 1% | |
Total Extremities | 36% | 11% | 47% | 34% | 10% | 44% | |
Total Sales | 57% | 43% | 100% | 57% | 43% | 100% | |
Wright Medical Group, Inc.
Reconciliation of Net Sales to Net Sales Excluding the Impact of Foreign Currency
(dollars in thousands--unaudited)
Three Months Ended | Twelve Months Ended | ||||||||||||||
December 31, 2012 | December 31, 2012 | ||||||||||||||
International Net Sales | Total Net Sales | International Net Sales | Total Net Sales | ||||||||||||
Net sales, as reported | $ | 52,820 | $ | 123,477 | $ | 208,090 | $ | 483,776 | |||||||
Currency impact as compared to prior period | 1,030 | 1,030 | 5,346 | 5,346 | |||||||||||
Net sales, excluding the impact of foreign currency | $ | 53,850 | $ | 124,507 | $ | 213,436 | $ | 489,122 | |||||||
Wright Medical Group, Inc.
Reconciliation of As Reported Results to Non-GAAP Financial Measures
(in thousands, except per share data--unaudited)
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Three Months Ended | Twelve Months Ended | ||||||||||||||
December 31, 2012 | December 31, 2011 | December 31, 2012 | December 31, 2011 | ||||||||||||
Operating Income | |||||||||||||||
Operating income, as reported | $ | 15,223 | $ | 4,105 | $ | 24,144 | $ | 4,593 | |||||||
Reconciling items impacting Gross Profit: | |||||||||||||||
Non-cash, stock-based compensation | 347 | 349 | 1,401 | 1,412 | |||||||||||
Cost of sales - restructuring | — | 571 | 435 | 2,471 | |||||||||||
Employment matters (1) | — | — | — | 99 | |||||||||||
Inventory step-up amortization | 16 | 32 | 158 | 32 | |||||||||||
Total | 363 | 952 | 1,994 | 4,014 | |||||||||||
Reconciling items impacting Selling, General and Administrative expense: | |||||||||||||||
Non-cash, stock-based compensation | 2,018 | 1,945 | 8,898 | 7,028 | |||||||||||
U.S. governmental inquiries/DPA related | (54 | ) | 3,379 | 6,593 | 12,920 | ||||||||||
Distributor conversions | 403 | — | 1,027 | — | |||||||||||
Due diligence and transactions costs | 1,798 | — | 1,798 | — | |||||||||||
Employment matters (1) | — | — | — | 1,783 | |||||||||||
Product liability insurance recovery | (2,432 | ) | — | (2,432 | ) | — | |||||||||
Product liability provision | — | — | — | 13,199 | |||||||||||
Total | 1,733 | 5,324 | 15,884 | 34,930 | |||||||||||
Reconciling items impacting Amortization of Intangible Assets: | |||||||||||||||
Amortization of distributor non-competes | 1,290 | — | 3,029 | — | |||||||||||
Reconciling items impacting Research and Development expense: | |||||||||||||||
Non-cash, stock-based compensation | 141 | 126 | 675 | 668 | |||||||||||
Employment matters (1) | — | — | — | 135 | |||||||||||
Total | 141 | 126 | 675 | 803 | |||||||||||
Other Reconciling Items: | |||||||||||||||
Gain on sale of intellectual property | (15,000 | ) | — | (15,000 | ) | — | |||||||||
Restructuring charges | — | 2,273 | 1,153 | 14,405 | |||||||||||
Operating income, as adjusted | $ | 3,750 | $ | 12,780 | $ | 31,879 | $ | 58,745 | |||||||
Operating income, as adjusted, as a percentage of net sales | 3.0 | % | 10.1 | % | 6.6 | % | 11.5 | % | |||||||
_______________________________
(1) Costs associated with settlement of certain employment matters and the hiring of a new CEO.
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Wright Medical Group, Inc.
Reconciliation of As Reported Results to Non-GAAP Financial Measures
(in thousands, except per share data--unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, 2012 | December 31, 2011 | December 31, 2012 | December 31, 2011 | |||||||||||||
Net Income | ||||||||||||||||
Income (loss) before taxes, as reported | $ | 7,943 | $ | 2,406 | $ | 8,561 | $ | (6,655 | ) | |||||||
Pre-tax impact of reconciling items: | ||||||||||||||||
Non-cash, stock-based compensation | 2,507 | 2,420 | 10,974 | 9,108 | ||||||||||||
U.S. governmental inquiries/DPA related | (54 | ) | 3,379 | 6,593 | 12,920 | |||||||||||
Restructuring charges | — | 2,844 | 1,588 | 16,876 | ||||||||||||
Inventory step-up amortization | 16 | 32 | 158 | 32 | ||||||||||||
Distributor conversion and non-competes | 1,693 | — | 4,055 | — | ||||||||||||
Loss on interest rate swap termination | — | — | 1,769 | — | ||||||||||||
Non-cash interest expense on 2017 Convertible Notes | 2,086 | — | 2,773 | — | ||||||||||||
Derivatives mark-to-market adjustment | 3,472 | — | 1,142 | — | ||||||||||||
Due diligence and transactions costs | 1,798 | — | 1,798 | — | ||||||||||||
Write-off of deferred financing fees associated with Senior Credit Facility and 2014 Convertible Notes | — | — | 2,721 | — | ||||||||||||
Employment matters (1) | — | — | — | 2,017 | ||||||||||||
Product liability insurance recovery | (2,432 | ) | — | (2,432 | ) | — | ||||||||||
Product liability provision | — | — | — | 13,199 | ||||||||||||
Gain on sale of intellectual property | (15,000 | ) | — | (15,000 | ) | — | ||||||||||
Deferred financing fees and transaction costs associated with Convertible Notes Tender Offer | — | — | — | — | 4,099 | |||||||||||
Income before taxes, as adjusted | 2,029 | 11,081 | 24,700 | 51,596 | ||||||||||||
Provision (benefit) for income taxes, as reported | $ | 2,591 | $ | 1,243 | $ | 3,277 | $ | (1,512 | ) | |||||||
Non-cash, stock-based compensation | 1,078 | 853 | 3,767 | 2,946 | ||||||||||||
U.S. governmental inquiries/DPA related | 85 | 1,754 | 2,380 | 5,125 | ||||||||||||
Restructuring charges | — | 1,591 | 620 | 6,165 | ||||||||||||
Inventory step-up amortization | 1 | 12 | 57 | 12 | ||||||||||||
Distributor conversion and non-competes | 661 | — | 1,456 | — | ||||||||||||
Loss on interest rate swap termination | — | — | 691 | — | ||||||||||||
Non-cash interest expense on 2017 Convertible Notes | 727 | — | 996 | — | ||||||||||||
Derivatives mark-to-market adjustment | 1,310 | — | 420 | — | ||||||||||||
Write-off of deferred financing fees associated with Senior Credit Facility and 2014 Convertible Notes | — | — | 1,063 | — | ||||||||||||
Employment matters (1) | — | — | — | 720 | ||||||||||||
Product liability insurance recovery | (853 | ) | — | (853 | ) | — | ||||||||||
Product liability provision | — | — | — | 4,740 | ||||||||||||
Gain on sale of intellectual property | (5,387 | ) | — | (5,387 | ) | — | ||||||||||
Deferred financing fees and transaction costs associated with Convertible Notes Tender Offer | — | — | — | 1,599 | ||||||||||||
IRS audit liability | — | (1,041 | ) | — | (1,041 | ) | ||||||||||
Provision for income taxes, as adjusted | $ | 213 | $ | 4,412 | $ | 8,487 | $ | 18,754 | ||||||||
Effective tax rate, as adjusted | 10.5 | % | 39.8 | % | 34.4 | % | 36.3 | % | ||||||||
Net income, as adjusted | $ | 1,816 | $ | 6,669 | $ | 16,213 | $ | 32,842 | ||||||||
____________________________
(1) Costs associated with settlement of certain employment matters and the hiring of a new CEO.
11
Wright Medical Group, Inc.
Reconciliation of As Reported Results to Non-GAAP Financial Measures
(continued)
Three Months Ended | Three Months Ended | ||||||||||||||
December 31, 2012 | December 31, 2011 | ||||||||||||||
As Reported | As Adjusted | As Reported | As Adjusted | ||||||||||||
Basic net income | $ | 5,352 | $ | 1,816 | $ | 1,163 | $ | 6,669 | |||||||
Interest expense on convertible notes | N/A | N/A | N/A | 137 | |||||||||||
Diluted net income | $ | 5,352 | $ | 1,816 | $ | 1,163 | $ | 6,806 | |||||||
Basic shares | 38,959 | 38,959 | 38,430 | 38,430 | |||||||||||
Dilutive effect of stock options and restricted shares | 383 | 383 | 243 | 243 | |||||||||||
Dilutive effect of convertible notes | N/A | N/A | N/A | 891 | |||||||||||
Diluted shares | 39,342 | 39,342 | 38,673 | 39,564 | |||||||||||
Net income per share, diluted | $ | 0.14 | $ | 0.05 | $ | 0.03 | $ | 0.17 | |||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||
December 31, 2012 | December 31, 2011 | ||||||||||||||
As Reported | As Adjusted | As Reported | As Adjusted | ||||||||||||
Basic net income (loss) | $ | 5,284 | $ | 16,213 | $ | (5,143 | ) | $ | 32,842 | ||||||
Interest expense on convertible notes | N/A | N/A | N/A | 1,203 | |||||||||||
Diluted net income | $ | 5,284 | $ | 16,213 | $ | (5,143 | ) | $ | 34,045 | ||||||
Basic shares | 38,769 | 38,769 | 38,279 | 38,279 | |||||||||||
Dilutive effect of stock options and restricted shares | 317 | 317 | N/A | 136 | |||||||||||
Dilutive effect of convertible notes | N/A | N/A | N/A | 1,909 | |||||||||||
Diluted shares | 39,086 | 39,086 | 38,279 | 40,324 | |||||||||||
Net income per share, diluted | $ | 0.14 | $ | 0.41 | $ | (0.13 | ) | $ | 0.84 | ||||||
12
Wright Medical Group, Inc.
Reconciliation of As Reported Results to Non-GAAP Financial Measures
(continued)
Three Months Ended | Twelve Months Ended | ||||||||||||||
December 31, 2012 | December 31, 2011 | December 31, 2012 | December 31, 2011 | ||||||||||||
Net Income per Diluted Share | |||||||||||||||
Net income (loss), as reported, per diluted share | $ | 0.14 | $ | 0.03 | $ | 0.14 | $ | (0.13 | ) | ||||||
Interest expense on convertible notes | N/A | 0.00 | N/A | 0.03 | |||||||||||
Effect of convertible notes on diluted shares | N/A | (0.00 | ) | N/A | 0.01 | ||||||||||
Non-cash, stock-based compensation | 0.04 | 0.04 | 0.18 | 0.15 | |||||||||||
U.S. governmental inquiries/DPA related | 0.00 | 0.04 | 0.11 | 0.19 | |||||||||||
Restructuring charges | — | 0.03 | 0.02 | 0.27 | |||||||||||
Inventory step-up amortization | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||
Distributor conversion and non-competes | 0.03 | — | 0.07 | — | |||||||||||
Loss on interest rate swap termination | — | — | 0.03 | — | |||||||||||
Non-cash interest expense on 2017 Convertible Notes | 0.03 | — | 0.05 | — | |||||||||||
Derivatives mark-to-market adjustment | 0.05 | — | 0.02 | — | |||||||||||
Due diligence and transactions costs | 0.05 | — | 0.05 | — | |||||||||||
Write-off of deferred financing fees associated with Senior Credit Facility and 2014 Convertible Notes | — | — | 0.04 | — | |||||||||||
Employment matters (1) | — | — | — | 0.03 | |||||||||||
Product liability insurance recovery | (0.04 | ) | — | (0.04 | ) | — | |||||||||
Product liability provision | — | — | — | 0.21 | |||||||||||
Gain on sale of intellectual property | (0.24 | ) | — | (0.25 | ) | — | |||||||||
Deferred financing fees and transaction costs associated with Convertible Notes Tender Offer | — | — | — | 0.06 | |||||||||||
IRS audit liability | — | 0.03 | — | 0.03 | |||||||||||
Net income, as adjusted, per diluted share (2) | $ | 0.05 | $ | 0.17 | $ | 0.41 | $ | 0.84 | |||||||
_______________________________
(1) Costs associated with settlement of certain employment matters and the hiring of a new CEO.
(2) Reconciling items may not add to total net income, as adjusted, per diluted share due to rounding differences.
13
Wright Medical Group, Inc.
Reconciliation of Free Cash Flow
(dollars in thousands--unaudited)
Three Months Ended | Twelve Months Ended | ||||||||
December 31, 2012 | December 31, 2011 | December 31, 2012 | December 31, 2011 | ||||||
Net cash provided by operating activities | 11,070 | 12,655 | 68,822 | 61,441 | |||||
Capital expenditures | (6,032 | ) | (11,759 | ) | (19,323 | ) | (46,957 | ) | |
Free cash flow | 5,038 | 896 | 49,499 | 14,484 | |||||
Wright Medical Group, Inc.
Segment Income Statement
(In thousands, except share data)
(unaudited)
Three months ended December 31, 2012 | |||||||||||||||
OrthoRecon | Extremities | Corporate | Other(1) | Total | |||||||||||
Net sales | $ | 65,097 | $ | 58,380 | $ | — | $ | — | $ | 123,477 | |||||
Cost of sales | 26,136 | 13,150 | — | 363 | 39,649 | ||||||||||
Gross profit | 38,961 | 45,230 | — | (363 | ) | 83,828 | |||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative | 30,937 | 27,369 | 14,161 | 1,733 | 74,200 | ||||||||||
Research and development | 3,769 | 3,546 | — | 141 | 7,456 | ||||||||||
Amortization of intangible assets | 58 | 601 | — | 1,290 | 1,949 | ||||||||||
Gain on sale of intellectual property | — | — | — | (15,000 | ) | (15,000 | ) | ||||||||
Restructuring charges | — | — | — | — | — | ||||||||||
Total operating expenses | 34,764 | 31,516 | 14,161 | (11,836 | ) | 68,605 | |||||||||
Operating income (loss) | $ | 4,197 | $ | 13,714 | $ | (14,161 | ) | $ | 11,473 | $ | 15,223 | ||||
Operating income (loss) as a percent of net sales | 6.4 | % | 23.5 | % | N/A | N/A | 12.3 | % | |||||||
Three months ended December 31, 2012 | |||||||||||||||
OrthoRecon | Extremities | Corporate | Other(1) | Total | |||||||||||
Depreciation expense | $ | 5,522 | $ | 2,892 | $ | 679 | $ | — | $ | 9,093 | |||||
Amortization expense | 58 | 601 | — | 1,290 | 1,949 | ||||||||||
Capital expenditures | 1,297 | 1,142 | 3,593 | — | 6,032 | ||||||||||
______________________________
(1) Other consists exclusively of the reconciling items from Operating Income, as reported, to Operating Income, as adjusted, as included in the reconciliations above.
14
Wright Medical Group, Inc.
Segment Income Statement
(continued)
Three months ended December 31, 2011 | |||||||||||||||
OrthoRecon | Extremities | Corporate | Other(1) | Total | |||||||||||
Net sales | $ | 74,197 | $ | 52,675 | $ | — | $ | — | $ | 126,872 | |||||
Cost of sales | 26,625 | 13,443 | — | 952 | 41,020 | ||||||||||
Gross profit | 47,572 | 39,232 | — | (952 | ) | 85,852 | |||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative | 32,075 | 22,443 | 12,519 | 5,324 | 72,361 | ||||||||||
Research and development | 2,088 | 4,117 | — | 126 | 6,331 | ||||||||||
Amortization of intangible assets | 134 | 648 | — | — | 782 | ||||||||||
Restructuring charges | — | — | — | 2,273 | 2,273 | ||||||||||
Total operating expenses | 34,297 | 27,208 | 12,519 | 7,723 | 81,747 | ||||||||||
Operating income (loss) | $ | 13,275 | $ | 12,024 | $ | (12,519 | ) | $ | (8,675 | ) | $ | 4,105 | |||
Operating income (loss) as a percent of net sales | 17.9 | % | 22.8 | % | N/A | N/A | 3.2 | % | |||||||
Three months ended December 31, 2011 | |||||||||||||||
OrthoRecon | Extremities | Corporate | Other(1) | Total | |||||||||||
Depreciation expense | $ | 6,468 | $ | 2,913 | $ | 1,632 | $ | — | $ | 11,013 | |||||
Amortization expense | 134 | 648 | — | — | 782 | ||||||||||
Capital expenditures | 5,023 | 3,101 | 3,635 | — | 11,759 | ||||||||||
______________________________
(1) Other consists exclusively of the reconciling items from Operating Income, as reported, to Operating Income, as adjusted, as included in the reconciliations above.
15
Wright Medical Group, Inc.
Segment Income Statement
(continued)
Twelve months ended December 31, 2012 | |||||||||||||||
OrthoRecon | Extremities | Corporate | Other(1) | Total | |||||||||||
Net sales | $ | 269,671 | $ | 214,105 | $ | — | $ | — | $ | 483,776 | |||||
Cost of sales | 101,044 | 47,375 | — | 1,994 | 150,413 | ||||||||||
Gross profit | 168,627 | 166,730 | — | (1,994 | ) | 333,363 | |||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative | 121,945 | 101,303 | 51,129 | 15,884 | 290,261 | ||||||||||
Research and development | 12,821 | 13,537 | — | 675 | 27,033 | ||||||||||
Amortization of intangible assets | 334 | 2,409 | — | 3,029 | 5,772 | ||||||||||
Gain on sale of intellectual property | — | — | — | (15,000 | ) | (15,000 | ) | ||||||||
Restructuring charges | — | — | — | 1,153 | 1,153 | ||||||||||
Total operating expenses | 135,100 | 117,249 | 51,129 | 5,741 | 309,219 | ||||||||||
Operating income (loss) | $ | 33,527 | $ | 49,481 | $ | (51,129 | ) | $ | (7,735 | ) | $ | 24,144 | |||
Operating income as a percent of net sales | 12.4 | % | 23.1 | % | N/A | N/A | 5.0 | % | |||||||
Twelve months ended December 31, 2012 | |||||||||||||||
OrthoRecon | Extremities | Corporate | Other(1) | Total | |||||||||||
Depreciation expense | $ | 23,928 | $ | 11,386 | $ | 2,961 | $ | — | $ | 38,275 | |||||
Amortization expense | 334 | 2,409 | — | 3,029 | 5,772 | ||||||||||
Capital expenditures | 5,582 | 7,056 | 6,685 | — | 19,323 | ||||||||||
______________________________
(1) Other consists exclusively of the reconciling items from Operating Income, as reported, to Operating Income, as adjusted, as included in the reconciliations above.
16
Wright Medical Group, Inc.
Segment Income Statement
(continued)
Twelve months ended December 31, 2011 | |||||||||||||||
OrthoRecon | Extremities | Corporate | Other(1) | Total | |||||||||||
Net sales | $ | 302,194 | $ | 210,753 | $ | — | $ | — | $ | 512,947 | |||||
Cost of sales | 99,467 | 55,896 | — | 4,014 | 159,377 | ||||||||||
Gross profit | 202,727 | 154,857 | — | (4,014 | ) | 353,570 | |||||||||
Operating expenses: | |||||||||||||||
Selling, general and administrative | 127,030 | 90,489 | 49,139 | 34,930 | 301,588 | ||||||||||
Research and development | 14,344 | 14,967 | — | 803 | 30,114 | ||||||||||
Amortization of intangible assets | 458 | 2,412 | — | — | 2,870 | ||||||||||
Restructuring charges | — | — | — | 14,405 | 14,405 | ||||||||||
Total operating expenses | 141,832 | 107,868 | 49,139 | 50,138 | 348,977 | ||||||||||
Operating income (loss) | $ | 60,895 | $ | 46,989 | $ | (49,139 | ) | $ | (54,152 | ) | $ | 4,593 | |||
Operating income as a percent of net sales | 20.2 | % | 22.3 | % | N/A | N/A | 0.9 | % | |||||||
Twelve months ended December 31, 2011 | |||||||||||||||
OrthoRecon | Extremities | Corporate | Other(1) | Total | |||||||||||
Depreciation expense | $ | 26,070 | $ | 10,876 | $ | 3,281 | $ | — | $ | 40,227 | |||||
Amortization expense | 458 | 2,412 | — | — | 2,870 | ||||||||||
Capital expenditures | 19,031 | 12,926 | 15,000 | — | 46,957 | ||||||||||
______________________________
(1) Other consists exclusively of the reconciling items from Operating Income, as reported, to Operating Income, as adjusted, as included in the reconciliations above.
17
Wright Medical Group, Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands--unaudited)
December 31, 2012 | December 31, 2011 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 320,360 | $ | 153,642 | |||
Marketable securities | 12,646 | 13,597 | |||||
Accounts receivable, net | 98,636 | 98,995 | |||||
Inventories | 144,250 | 164,600 | |||||
Prepaid expenses and other current assets | 76,253 | 69,699 | |||||
Total current assets | 652,145 | 500,533 | |||||
Property, plant and equipment, net | 138,242 | 160,284 | |||||
Goodwill and intangible assets, net | 79,360 | 75,651 | |||||
Marketable securities | — | 4,502 | |||||
Other assets | 83,706 | 13,610 | |||||
Total assets | $ | 953,453 | $ | 754,580 | |||
Liabilities and stockholders' equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 10,342 | $ | 11,651 | |||
Accrued expenses and other current liabilities | 65,304 | 55,831 | |||||
Current portion of long-term obligations | 786 | 8,508 | |||||
Total current liabilities | 76,432 | 75,990 | |||||
Long-term obligations | 258,504 | 166,792 | |||||
Other liabilities | 95,076 | 43,334 | |||||
Total liabilities | 430,012 | 286,116 | |||||
Stockholders' equity | 523,441 | 468,464 | |||||
Total liabilities and stockholders' equity | $ | 953,453 | $ | 754,580 | |||
18