-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqKL398XUN0XdN5xWwDeZY0MUZwZdkiTCOwAkDN0nxG8AyIXuSVIHfRUsxzJRHhB tD7PqSUtcWIOWcci+xhcWQ== 0000947871-03-001083.txt : 20030425 0000947871-03-001083.hdr.sgml : 20030425 20030425160140 ACCESSION NUMBER: 0000947871-03-001083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030424 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOFIX INTERNATIONAL N V CENTRAL INDEX KEY: 0000884624 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19961 FILM NUMBER: 03664828 BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DE VEERSTRAAT STREET 2: CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 ZIP: 00000 8-K 1 f8k_042403.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 _____________________________ Date of Report (Date of earliest event reported): April 24, 2003 Orthofix International N.V. (Exact name of Registrant as specified in its charter) Netherlands Antilles 0-19961 N/A (State or other jurisdiction Commission File Number (I.R.S. Employer of incorporation) Identification Number) _____________________________ 7 Abraham de Veerstraat Curacao Netherlands Antilles 011-59-99-465-8525 (Address of principal executive offices and telephone number, including area code) _____________________________ Item 9. Regulation FD Disclosure (and information furnished under Item 12). The following information is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Results of Operations and Financial Condition." On April 24, 2003, Orthofix International N.V. ("Orthofix") issued a press release announcing, among other things, its results of operations for the quarter ended March 31, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In addition, Orthofix announced in its press release dated April 24, 2003 that, excluding litigation costs of $0.9 million related to KCI patent infringement case, net income for the first quarter ended March 31, 2003 would have been $6.8 million, or $0.47 per share. Orthofix believes that this net income measure, excluding KCI litigation costs, is a useful proxy for Orthofix's results from operations because Orthofix did not incur any KCI related litigation costs in the first quarter of 2002. Exhibit 99.1 Press release of Orthofix International N.V. dated April 24, 2003 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 25, 2003 ORTHOFIX INTERNATIONAL N.V. By: /s/ THOMAS HEIN ----------------------------------- Name: Thomas Hein Title: Chief Financial Officer EX-99.1 3 ex99-1_042403.txt PRESS RELEASE [GRAPHIC OMITTED] For Further Information: Charles W. Federico Thomas Hein Group President & CEO CFO Orthofix International N.V. Orthofix International N.V. 704.948.2600 704.948.2600 Orthofix Reports First Quarter Sales Increase of 16%; For a Record $48.2 Million HUNTERSVILLE, N.C., April 24, 2003 - Orthofix International N.V. (NASDAQ:OFIX) today announced results for the first quarter ended March 31, 2003. Sales for the first quarter ended March 31, 2003, were a record $48.2 million, an increase of 16% over the $41.6 million reported during the same period in 2002. The positive impact of foreign currency on sales was $1.9 million. Net income for the first quarter ended March 31, 2003, was $6.0 million, or $0.41 per share. Based upon an assessment of the merits of the case, the Company incurred $0.9 million in litigation costs in the first quarter related to the KCI patent infringement case. Excluding these litigation costs, net income for the first quarter ended March 31, 2003, would have been $6.8 million, or $0.47 per share, compared to $6.6 million, or $0.44 per share, for the same period in 2002. Diluted weighted average shares outstanding were 14,499,614 and 15,000,213 during 2003 and 2002, respectively. Charlie Federico, President and Chief Executive Officer, stated, "We continue to experience strong growth in our core businesses of orthopedic devices and stimulation which grew 16% and 13%, respectively, over the same period of the prior year. As expected, the growth in our vascular business returned to double-digits for the first quarter with an impressive 22% increase over the same period of the prior year and an 11% increase over the previous quarter. Our Americas business continued its good growth, totaling $31.2 million, or 65% of total sales. International sales, including the positive effect of foreign currency, increased 33% over the same period of 2002." Net sales by geographic destination for the three months ended March 31, (In millions) 3 Months Ended March 31, -------------------------------------------------------- 2003 2002 % Increase -------------- ------------- -------------------- Americas $ 31.2 $ 28.8 8% International 17.0 12.8 33% -------------- ------------- -------------------- -------------- ------------- -------------------- Total $ 48.2 $ 41.6 16% ============== ============= ==================== Net sales by product group for the three months ended March 31, (In millions) 3 Months Ended March 31, -------------------------------------------------------- 2003 2002 % Increase -------------- ------------- -------------------- Orthopedic Devices $ 15.2 $ 13.1 16% Stimulation 21.1 18.7 13% Vascular (DVT) 6.0 4.9 22% -------------- ------------- -------------------- Total Orthopedic 42.3 36.7 15% Non-Orthopedic 5.9 4.9 20% -------------- ------------- -------------------- Total $ 48.2 $ 41.6 16% ============== ============= ==================== Gross profit margins for the first quarter were 74% compared to 76% for the same period of the prior year, reflecting the impact of product mix of approximately $0.2 million and foreign currency of approximately $0.9 million. Gross profit margins held constant at 74% compared to the fourth quarter of 2002. Operating income as a percent of sales dropped from 24% during the same quarter of 2002 to 20% for the current quarter. This decrease represents approximately $2.0 million and consists of $0.9 million for KCI litigation costs and $0.7 million of foreign currency impact. The Company also incurred additional expenses associated with becoming a US registrant and invested in several areas of sales and marketing during the first quarter. Twenty-two new direct sales people were hired, trained and equipped to have a meaningful impact on sales in 2003. The Company launched the PC.CP product in the International market with a large training seminar for surgeons in Verona, and in preparation for the launch conducted a training meeting for the sales force. Expense ratios are expected to return to prior year levels as the year progresses, with the exception of legal expenses that will be incurred associated with the on-going patent infringement action against KCI. The Company's annualized tax rate of 32-33% was negatively impacted 3.5% due to legal expenses incurred in a low tax jurisdiction. Orthofix International N.V. is an international corporation, which develops, produces and markets innovative products in the medical device sector. Its products include Spinal-Stim(R) Lite for the enhanced healing of spinal fusions, the Orthotrac Pneumatic Vest(R) for chronic low back pain, the EZBrace LSO(R) for spine stabilization, the Physio-Stim(R) Lite for the healing of un-united fractures, the OSCAR(R) ultrasonic bone cement removal system for hip revision procedures, the A-V Impulse System(R) for enhancing venous circulation, the Orthofix(R) external fixation range for fractures and limb reconstruction and the Orthofix ISKD(R) internal lengthener. For more information, please visit our corporate website at http://www.orthofix.com. Certain of the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, including, without limitation, the acceptance of new products in the market and the impact of competitive products and other risks and uncertainties. These are detailed from time to time in the Company's periodic reports (including the Annual Report on Form 10-K for the year ended December 31, 2002, filed with the United States Securities and Exchange Commission (the "SEC"), future Quarterly Reports on Form 10-Q and the Company's quarterly press releases which are available to shareholders and filed with the SEC on Form 8-K). - Financial tables follow - ORTHOFIX INTERNATIONAL N.V. CONSOLIDATED INCOME STATEMENTS In thousands,except per share and share data For the three months --------------------------------- ended March 31, ------------------ --------------------------------- 2003 2002 --------------- --------------- (Unaudited) (Unaudited) Net sales $ 48,181 $ 41,595 Cost of sales 12,585 9,911 --------------- --------------- Gross profit 35,596 31,684 --------------- --------------- Operating expenses Sales and marketing 17,600 15,084 General and administrative 4,982 4,145 Research and development 2,131 2,132 Amortization 278 165 KCI litigation costs 862 0 --------------- --------------- 25,853 21,526 --------------- --------------- Operating income 9,743 10,158 Other income (loss) (326) (275) --------------- --------------- Net income before income tax 9,417 9,883 and minority interests Income tax expense (3,464) (2,905) --------------- --------------- Net income before minority interests 5,953 6,978 Minority interests 0 (388) --------------- --------------- Net income $ 5,953 $ 6,590 --------------- --------------- Net income per common share - diluted $ 0.41 $ 0.44 Weighted average number of common shares outstanding - diluted 14,499,614 15,000,213 ORTHOFIX INTERNATIONAL N.V. CONSOLIDATED BALANCE SHEETS In thousands
As of As of ----------------- ---------------- March 31, December 31, ----------------- ----------------- 2003 2002 ----------------- ---------------- (Unaudited) (Audited) Assets Current assets: Cash and cash equivalents $ 41,552 $ 48,813 Trade accounts receivable 53,936 54,654 Inventory 22,250 23,471 Deferred income taxes 3,271 3,271 Prepaid expenses and other 4,374 6,789 ----------------- ---------------- Total current assets 125,383 136,998 Securities and other investments 5,787 4,753 Property, plant and equipment, net 13,330 13,841 Intangible assets, net 75,545 62,995 Other long-term assets 2,434 2,187 ----------------- ---------------- Total assets $ 222,479 $ 220,774 ================= ================ Liabilities and shareholders' equity Current liabilities: Bank borrowings $ 5,583 $ 6,977 Current portion of long-term debt 159 399 Trade accounts payable 8,039 7,562 Other current liabilities 20,332 22,188 ----------------- ---------------- Total current liabilities 34,113 37,126 Long-term debt 46 44 Deferred income taxes 1,915 2,202 Deferred income 2,500 2,500 Other long-term liabilities 43 58 Deferred compensation 953 893 ----------------- ---------------- Total liabilities 39,570 42,823 ----------------- ---------------- Minority interests 0 9,867 Shareholders' equity Common shares 1,421 1,384 Additional paid-in capital 54,091 50,884 Less: Treasury shares, at cost (1,878) (5,281) ----------------- ---------------- 53,634 46,987 Retained earnings 129,147 123,194 Accumulated other comprehensive income 128 (2,097) ----------------- ---------------- Total shareholders' equity 182,909 168,084 ----------------- ---------------- Total liabilities, minority interests and shareholders' equity $ 222,479 $ 220,774 ================= ================
ORTHOFIX INTERNATIONAL N.V. CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands
For the three months ended March 31, --------------------------------------------- --------------- --------------- 2003 2002 --------------- --------------- (Unaudited) (Unaudited) Net cash provided by operating activities $ 11,309 $ 4,936 --------------- --------------- Cash flows from investing activities: Investment in subsidiaries and affiliates (22,071) (2,041) Capital expenditure (974) (1,799) Other (300) 0 --------------- --------------- Net cash used in investing activities (23,345) (3,840) --------------- --------------- Cash flows from financing activities: Net (repayment) proceeds of loans and borrowings (1,881) (1,239) Proceeds from issuance of common stock 8,385 864 Acquisition of treasury shares (1,880) (3,069) --------------- --------------- Net cash provided (used) in financing activities 4,624 (3,444) --------------- --------------- Effect of exchange rate changes on cash 151 (336) --------------- --------------- Net (decrease) increase in cash and cash equivalents (7,261) (2,684) Cash and cash equivalents at the beginning of the period 48,813 34,273 --------------- --------------- Cash and cash equivalents at the end of the period $ 41,552 $ 31,589 --------------- ---------------
-----END PRIVACY-ENHANCED MESSAGE-----