EX-99.1 2 ofix-ex991_8.htm EX-99.1 ofix-ex991_8.htm

Exhibit 99.1

Orthofix Reports Third Quarter 2018 Financial Results

 

Third Quarter Highlights

 

Net sales of $111.7 million, an increase of 6.1% compared to prior year or 6.6% on a constant currency basis

 

GAAP net loss from continuing operations was ($1.2) million, or ($0.07) per diluted share, compared to net income of $3.3 million, or $0.18 per diluted share, in the prior year period

 

Adjusted EBITDA as a percentage of net sales, excluding Spinal Kinetics, of 21.1% compared to 20.1% in the prior year period, a 100 basis point increase

 

Adjusted EPS of $0.43 per share, or $0.50 per share excluding Spinal Kinetics

 

Company narrows top line guidance and raises adjusted EPS guidance

LEWISVILLE, Texas — October 29, 2018 — Orthofix Medical Inc. (previously Orthofix International N.V.) (NASDAQ:OFIX) today reported its financial results for the third quarter ended September 30, 2018. Net sales were $111.7 million, net loss per share from continuing operations was $0.07 and adjusted earnings per share from continuing operations was $0.43.  

“In addition to solid financial performance on both the top line and adjusted EBITDA in the third quarter, we made significant operational progress in the alignment of our Bone Growth Therapy, Spinal Implants and Biologics segments into Orthofix Spine,” said Brad Mason, Orthofix President and Chief Executive Officer. “We believe that our market-leading technologies in osteogenesis stimulation and stem cell allografts, together with the M6 cervical disc, once it is approved by the U.S. Food and Drug Administration, will uniquely position us in the spine market overall and particularly in the cervical spine segment. We also believe this combination of spine products in conjunction with our historical strength in Orthofix Extremities provides the platforms for us to drive accelerating growth as we move into 2019 and for the foreseeable future.”

 

Financial Results Overview

The following table provides net sales by reporting segments:

 

 

 

Three Months Ended September 30,

 

 

(Unaudited, U.S. Dollars, in thousands)

 

2018

 

 

2017

 

 

Change

 

 

Constant

Currency

Change

 

 

Bone Growth Therapies1

 

$

48,059

 

 

$

44,427

 

 

 

8.2

%

 

 

8.2

%

 

Spinal Implants2

 

 

22,102

 

 

 

20,155

 

 

 

9.7

%

4

 

10.0

%

4

Biologics

 

 

14,636

 

 

 

15,218

 

 

 

(3.8

%)

5

 

(3.8

%)

5

Orthofix Extremities3

 

 

26,911

 

 

 

25,447

 

 

 

5.8

%

 

 

7.5

%

 

Net sales

 

$

111,708

 

 

$

105,247

 

 

 

6.1

%

6

 

6.6

%

6

 

1 Formerly referred to as BioStim

2 Formerly referred to as Spine Fixation

3 Formerly referred to as Extremity Fixation

4 Excluding Spinal Kinetics, net sales decreased 4.5% on a reported basis and 4.3% on a constant currency basis

5 Excluding the contractual reduction in fee for marketing services, the growth year over year was 3.7% on a reported and constant currency basis

6 Excluding Spinal Kinetics and the contractual reduction in fee for marketing services, the increase was 4.5% on a reported basis and 5.0% on a constant currency basis

Gross margin increased 100 basis points compared to the prior year period primarily driven by costs savings from our 2017 U.S. restructuring initiative and continued improvement related to inventory management initiatives. Non-GAAP net margin, an internal metric that the Company defines as gross profit less sales and marketing expenses, was $37.8 million compared to $34.0 million in the prior year period. As a percentage of net sales, non-GAAP net margin increased to 33.8% as compared to 32.3% in the prior year period, primarily due to the improvement in gross margin and improvements in commission rates.


 

GAAP net loss from continuing operations was ($1.2) million, or ($0.07) per share, compared to net income of $3.3 million, or $0.18 per share in the prior year period. This decrease was primarily driven by changes in the fair value of contingent consideration associated with the acquisition of Spinal Kinetics and an unrealized loss on investment securities recognized during the third quarter of 2018. Adjusted net income from continuing operations was $8.2 million, or $0.43 per share, compared to adjusted net income of $7.7 million, or $0.42 per share in the prior year period. Excluding the impact of the Spinal Kinetics operating loss in the period, adjusted net income was $9.5 million, or $0.50 per share, a 19.0% increase over prior year.

EBITDA was $3.6 million, compared to $14.5 million in the prior year period. Adjusted EBITDA was $21.4 million, or 19.2% of net sales, for the third quarter, compared to $21.1 million, or 20.1% of net sales, in the prior year period.

 

Liquidity

As of September 30, 2018, cash, cash equivalents, and restricted cash totaled $56.2 million compared to $81.2 million as of December 31, 2017. As of September 30, 2018, the Company had no outstanding indebtedness and borrowing capacity of $125 million under its existing credit facility. Cash flow from operations was $28.8 million, an increase of $19.7 million, and free cash flow was $18.1 million, an increase of $22.3 million when compared to the same prior year period.

 

2018 Updated Outlook

For the year ending December 31, 2018, the Company expects the following results, assuming exchange rates are the same as those currently prevailing.

 

 

 

Previous 2018 Outlook

 

 

Current 2018 Outlook

(Unaudited, U.S. Dollars, in millions, except per share data)

 

Low

 

 

High

 

 

Low

High

Net sales

 

$

450.0

 

 

$

456.0

 

 

$

451.0

 

1

$

455.0

 

1

Net income from continuing operations

 

$

18.3

 

 

$

19.7

 

 

$

11.4

 

 

$

12.7

 

 

Adjusted EBITDA

 

$

85.0

 

 

$

87.0

 

 

$

85.5

 

 

$

87.0

 

 

EPS from continuing operations

 

$

0.97

 

 

$

1.04

 

 

$

0.60

 

 

$

0.67

 

 

Adjusted EPS from continuing operations

 

$

1.66

 

 

$

1.72

 

 

$

1.70

 

 

$

1.75

 

 

 

1 Represents a year-over-year increase of 4.0% to 4.9% on a reported basis

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 2018. Interested parties may access the conference call by dialing (844) 809-1992 in the U.S. and (612) 979-9886 outside the U.S., and referencing the conference ID 6295495. A replay of the call will be available for two weeks by dialing (855) 859-2056 in the U.S. and (404) 537-3406 outside the U.S., and entering the conference ID 6295495. A webcast of the conference call may be accessed by going to the Company's website at www.orthofix.com, by clicking on the Investors link and then the Events and Presentations page.

 

About Orthofix

Orthofix Medical Inc. is a global medical device company focused on musculoskeletal products and therapies. The Company’s mission is to improve patients' lives by providing superior reconstruction and regenerative musculoskeletal solutions to physicians worldwide. Headquartered in Lewisville, Texas, Orthofix’s spine and orthopedic extremities products are distributed in over seventy countries via the Company's sales representatives and distributors. For more information, please visit www.orthofix.com.

 

2


 

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), and Section 27A of the Securities Act of 1933, as amended, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “predicts,” “potential,” or “continue” or other comparable terminology. These forward-looking statements are not guarantees of our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict. Therefore, our actual outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any of these forward-looking statements. Further, any forward-looking statement speaks only as of the date hereof, unless it is specifically otherwise stated to be made as of a different date. We undertake no obligation to further update any such statement, or the risk factors described in Part I, Item 1A under the heading Risk Factors in our Form 10-K for the year ended December 31, 2017 and other SEC filings, to reflect new information, the occurrence of future events or circumstances or otherwise.

 

Company Contact

 

 

Orthofix Medical Inc.

 

 

Mark Quick

 

 

P: 214-937-2924

 

 

E: markquick@orthofix.com

 

 

 

3


 

ORTHOFIX MEDICAL INC.

Condensed Consolidated Statements of Operations

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(Unaudited, U.S. Dollars, in thousands, except share and per  share data)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net sales

 

$

111,708

 

 

$

105,247

 

 

$

331,964

 

 

$

316,927

 

Cost of sales

 

 

24,020

 

 

 

23,717

 

 

 

71,002

 

 

 

69,475

 

Gross profit

 

 

87,688

 

 

 

81,530

 

 

 

260,962

 

 

 

247,452

 

Sales and marketing

 

 

49,898

 

 

 

47,493

 

 

 

151,695

 

 

 

146,496

 

General and administrative

 

 

22,705

 

 

 

18,068

 

 

 

64,457

 

 

 

56,759

 

Research and development

 

 

9,598

 

 

 

6,935

 

 

 

24,426

 

 

 

21,246

 

Changes in fair value of contingent consideration

 

 

1,580

 

 

 

 

 

 

2,689

 

 

 

 

Operating  income

 

 

3,907

 

 

 

9,034

 

 

 

17,695

 

 

 

22,951

 

Interest income (expense), net

 

 

(181

)

 

 

(15

)

 

 

(615

)

 

 

106

 

Other income (expense), net

 

 

(5,054

)

 

 

479

 

 

 

(5,785

)

 

 

(3,284

)

Income (loss) before income taxes

 

 

(1,328

)

 

 

9,498

 

 

 

11,295

 

 

 

19,773

 

Income tax benefit (expense)

 

 

115

 

 

 

(6,150

)

 

 

(6,346

)

 

 

(13,998

)

Net income (loss) from continuing operations

 

 

(1,213

)

 

 

3,348

 

 

 

4,949

 

 

 

5,775

 

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

 

 

 

 

65

 

 

 

(3

)

 

 

(1,762

)

Income tax benefit (expense)

 

 

2

 

 

 

43

 

 

 

(6

)

 

 

642

 

Net income (loss) from discontinued operations

 

 

2

 

 

 

108

 

 

 

(9

)

 

 

(1,120

)

Net income (loss)

 

$

(1,211

)

 

$

3,456

 

 

$

4,940

 

 

$

4,655

 

Net income (loss) per common share—basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

$

(0.07

)

 

$

0.18

 

 

$

0.26

 

 

$

0.32

 

Net income (loss) from discontinued operations

 

 

 

 

 

0.01

 

 

 

 

 

 

(0.06

)

Net income (loss) per common share—basic

 

$

(0.07

)

 

$

0.19

 

 

$

0.26

 

 

$

0.26

 

Net income (loss) per common share—diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

$

(0.07

)

 

$

0.18

 

 

$

0.26

 

 

$

0.31

 

Net income (loss) from discontinued operations

 

 

 

 

 

0.01

 

 

 

 

 

 

(0.06

)

Net income (loss) per common share—diluted

 

$

(0.07

)

 

$

0.19

 

 

$

0.26

 

 

$

0.25

 

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,562,204

 

 

 

18,180,845

 

 

 

18,460,848

 

 

 

18,071,093

 

Diluted

 

 

18,562,204

 

 

 

18,572,791

 

 

 

18,864,169

 

 

 

18,394,542

 

4


 

ORTHOFIX MEDICAL INC.

Condensed Consolidated Balance Sheets

 

(U.S. Dollars, in thousands except share data)

 

September 30,

2018

 

 

December 31,

2017

 

 

 

(unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

53,783

 

 

$

81,157

 

Restricted cash

 

 

2,459

 

 

 

 

Accounts receivable, net of allowances of $8,039 and $8,405, respectively

 

 

74,356

 

 

 

63,437

 

Inventories

 

 

79,895

 

 

 

81,330

 

Prepaid expenses and other current assets

 

 

34,517

 

 

 

25,877

 

Total current assets

 

 

245,010

 

 

 

251,801

 

Property, plant and equipment, net

 

 

43,575

 

 

 

45,139

 

Intangible assets, net

 

 

51,637

 

 

 

10,461

 

Goodwill

 

 

70,747

 

 

 

53,565

 

Deferred income taxes

 

 

36,030

 

 

 

23,315

 

Other long-term assets

 

 

3,166

 

 

 

21,073

 

Total assets

 

$

450,165

 

 

$

405,354

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

15,426

 

 

$

18,111

 

Other current liabilities

 

 

61,387

 

 

 

61,295

 

Total current liabilities

 

 

76,813

 

 

 

79,406

 

Other long-term liabilities

 

 

50,002

 

 

 

29,340

 

Total liabilities

 

 

126,815

 

 

 

108,746

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Common shares $0.10 par value; 50,000,000 shares authorized; 18,536,716 and

   18,278,833 issued and outstanding as of September 30, 2018 and December 31,

   2017,  respectively

 

 

1,854

 

 

 

1,828

 

Additional paid-in capital

 

 

238,422

 

 

 

220,591

 

Retained earnings

 

 

78,207

 

 

 

70,402

 

Accumulated other comprehensive income

 

 

4,867

 

 

 

3,787

 

Total shareholders’ equity

 

 

323,350

 

 

 

296,608

 

Total liabilities and shareholders’ equity

 

$

450,165

 

 

$

405,354

 

 

 

 

 

 

5


 

ORTHOFIX MEDICAL INC.
Non-GAAP Financial Measures

The following tables present reconciliations of net income (loss) from continuing operations, earnings per share (“EPS”) from continuing operations, gross profit, and net cash from operating activities, in each case calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), to, as applicable, non-GAAP financial measures, referred to as "EBITDA," "Adjusted EBITDA," “Adjusted EBITDA, excluding Spinal Kinetics,” "Adjusted net income from continuing operations," “Adjusted net income, excluding Spinal Kinetics,” "Adjusted EPS from continuing operations," “Adjusted EPS from continuing operations, excluding Spinal Kinetics,” "Non-GAAP net margin" and "Free cash flow" that exclude items specified in the tables. A more detailed explanation of the items excluded from these non-GAAP financial measures, as well as why management believes the non-GAAP financial measures are useful to them, is included following the reconciliations.  

 

EBITDA, Adjusted EBITDA, and Adjusted EBITDA, excluding Spinal Kinetics

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(Unaudited, U.S. Dollars, in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income (loss) from continuing operations

 

$

(1,213

)

 

$

3,348

 

 

$

4,949

 

 

$

5,775

 

Interest expense (income), net

 

 

181

 

 

 

15

 

 

 

615

 

 

 

(106

)

Income tax expense (benefit)

 

 

(115

)

 

 

6,150

 

 

 

6,346

 

 

 

13,998

 

Depreciation and amortization

 

 

4,415

 

 

 

4,974

 

 

 

13,123

 

 

 

15,421

 

Amortization of Spinal Kinetics intangible assets

 

 

323

 

 

 

 

 

 

538

 

 

 

 

EBITDA

 

$

3,591

 

 

$

14,487

 

 

$

25,571

 

 

$

35,088

 

Share-based compensation

 

 

5,261

 

 

 

3,632

 

 

 

14,392

 

 

 

9,124

 

Foreign exchange loss / (gain)

 

 

618

 

 

 

(794

)

 

 

2,797

 

 

 

(2,425

)

Strategic investments

 

 

2,808

 

 

 

293

 

 

 

7,966

 

 

 

4,034

 

Domestication to Delaware

 

 

996

 

 

 

 

 

 

3,704

 

 

 

 

Spinal Kinetics acquisition-related adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash inventory fair market value adjustments

 

 

541

 

 

 

 

 

 

905

 

 

 

 

Contingent consideration fair value adjustments

 

 

1,580

 

 

 

 

 

 

2,689

 

 

 

 

Unrealized loss on investment securities

 

 

4,449

 

 

 

 

 

 

3,050

 

 

 

5,585

 

SEC / FCPA matters and related costs

 

 

372

 

 

 

1,150

 

 

 

893

 

 

 

1,851

 

Legal judgments/settlements

 

 

 

 

 

179

 

 

 

 

 

 

1,798

 

Restructuring

 

 

1,233

 

 

 

2,160

 

 

 

1,233

 

 

 

2,242

 

Adjusted EBITDA

 

$

21,449

 

 

$

21,107

 

 

$

63,200

 

 

$

57,297

 

Loss related to Spinal Kinetics

 

 

(1,492

)

 

 

 

 

 

(2,144

)

 

 

 

Adjusted EBITDA, excluding Spinal Kinetics

 

$

22,941

 

 

$

21,107

 

 

$

65,344

 

 

$

57,297

 

Adjusted EBITDA as a % of  net sales

 

 

19.2

%

 

 

20.1

%

 

 

19.0

%

 

 

18.1

%

Adjusted EBITDA as a % of  net sales, excluding Spinal Kinetics

 

 

21.1

%

 

 

20.1

%

 

 

20.0

%

 

 

18.1

%

6


 

 

Adjusted Net Income from Continuing Operations and Adjusted Net Income from Continuing Operations, Excluding Spinal Kinetics

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(Unaudited, U.S. Dollars, in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income (loss) from continuing operations

 

$

(1,213

)

 

$

3,348

 

 

$

4,949

 

 

$

5,775

 

Foreign exchange loss / (gain)

 

 

618

 

 

 

(794

)

 

 

2,797

 

 

 

(2,425

)

Strategic investments

 

 

2,808

 

 

 

293

 

 

 

7,966

 

 

 

4,034

 

Domestication to Delaware

 

 

996

 

 

 

 

 

 

3,704

 

 

 

 

Spinal Kinetics acquisition-related adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash inventory fair market value adjustments

 

 

541

 

 

 

 

 

 

905

 

 

 

 

Amortization of intangible assets

 

 

323

 

 

 

 

 

 

538

 

 

 

 

Contingent consideration fair value adjustments

 

 

1,580

 

 

 

 

 

 

2,689

 

 

 

 

Unrealized loss on investment securities

 

 

4,449

 

 

 

 

 

 

3,050

 

 

 

5,585

 

SEC / FCPA matters and related costs

 

 

372

 

 

 

1,150

 

 

 

893

 

 

 

1,851

 

Legal judgments/settlements

 

 

 

 

 

179

 

 

 

 

 

 

1,798

 

Restructuring

 

 

1,233

 

 

 

2,160

 

 

 

1,233

 

 

 

2,242

 

Long-term income tax rate adjustment

 

 

(3,477

)

 

 

1,405

 

 

 

(5,234

)

 

 

1,512

 

Adjusted net income from continuing operations

 

$

8,230

 

 

$

7,741

 

 

$

23,490

 

 

$

20,372

 

Loss related to Spinal Kinetics

 

 

(1,237

)

 

 

 

 

 

(1,845

)

 

 

 

Adjusted net income from continuing operations, excluding Spinal Kinetics

 

$

9,467

 

 

$

7,741

 

 

$

25,335

 

 

$

20,372

 

 

Adjusted EPS from Continuing Operations and Adjusted EPS from Continuing Operations, Excluding Spinal Kinetics

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(Unaudited, per diluted share)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

EPS from continuing operations

 

$

(0.07

)

 

$

0.18

 

 

$

0.26

 

 

$

0.31

 

Foreign exchange loss / (gain)

 

 

0.03

 

 

 

(0.04

)

 

 

0.15

 

 

 

(0.13

)

Strategic investments

 

 

0.15

 

 

 

0.02

 

 

 

0.42

 

 

 

0.22

 

Domestication to Delaware

 

 

0.05

 

 

 

 

 

 

0.20

 

 

 

 

Spinal Kinetics acquisition-related adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash inventory fair market value adjustments

 

 

0.03

 

 

 

 

 

 

0.05

 

 

 

 

Amortization of intangible assets

 

 

0.02

 

 

 

 

 

 

0.03

 

 

 

 

Contingent consideration fair value adjustments

 

 

0.08

 

 

 

 

 

 

0.14

 

 

 

 

Unrealized loss on investment securities

 

 

0.23

 

 

 

 

 

 

0.16

 

 

 

0.30

 

SEC / FCPA matters and related costs

 

 

0.02

 

 

 

0.06

 

 

 

0.05

 

 

 

0.10

 

Legal judgments/settlements

 

 

 

 

 

0.01

 

 

 

 

 

 

0.10

 

Restructuring

 

 

0.06

 

 

 

0.12

 

 

 

0.06

 

 

 

0.12

 

Long-term income tax rate adjustment

 

 

(0.17

)

 

 

0.07

 

 

 

(0.28

)

 

 

0.09

 

Adjusted EPS from continuing operations

 

$

0.43

 

 

$

0.42

 

 

$

1.24

 

 

$

1.11

 

Loss related to Spinal Kinetics

 

 

(0.07

)

 

 

 

 

 

(0.09

)

 

 

 

Adjusted EPS from continuing operations, excluding Spinal Kinetics

 

$

0.50

 

 

$

0.42

 

 

$

1.33

 

 

$

1.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of diluted common shares (treasury stock method)

 

 

18,975,386

 

 

 

18,572,791

 

 

 

18,985,060

 

 

 

18,394,542

 

7


 

 

Non-GAAP Net Margin

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(Unaudited, U.S. Dollars, in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Gross profit

 

$

87,688

 

 

$

81,530

 

 

$

260,962

 

 

$

247,452

 

Sales and marketing

 

 

(49,898

)

 

 

(47,493

)

 

 

(151,695

)

 

 

(146,496

)

Non-GAAP net margin

 

$

37,790

 

 

$

34,037

 

 

$

109,267

 

 

$

100,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bone Growth Therapies

 

$

21,151

 

 

$

18,285

 

 

$

61,395

 

 

$

54,887

 

Spinal Implants

 

 

1,812

 

 

 

2,122

 

 

 

5,960

 

 

 

6,825

 

Biologics

 

 

6,654

 

 

 

6,010

 

 

 

18,981

 

 

 

18,651

 

Orthofix Extremities

 

 

8,295

 

 

 

7,723

 

 

 

23,455

 

 

 

20,901

 

Corporate

 

 

(122

)

 

 

(103

)

 

 

(524

)

 

 

(308

)

Non-GAAP net margin

 

$

37,790

 

 

$

34,037

 

 

$

109,267

 

 

$

100,956

 

 

Free Cash Flow

 

Nine Months Ended

September 30,

 

(Unaudited, U.S. Dollars, in thousands)

 

2018

 

 

2017

 

Net cash from operating activities

 

$

28,829

 

 

$

9,125

 

Capital expenditures

 

 

(10,724

)

 

 

(13,290

)

Free cash flow

 

$

18,105

 

 

$

(4,165

)

 

Pro-forma Net Sales Under the Current Revenue Recognition Standard

(Unaudited, U.S. Dollars, in millions)

 

2018

(Actual /Outlook)

 

 

2017

(Pro-forma)

 

 

Change

 

 

Constant

Currency

Change

 

1st quarter net sales

 

$

109

 

 

$

104

 

 

 

4.9

%

 

 

2.4

%

2nd quarter net sales

 

 

112

 

 

 

108

 

 

 

2.8

%

 

 

1.8

%

3rd quarter net sales

 

 

112

 

 

 

106

 

 

 

5.5

%

 

 

6.0

%

4th quarter net sales - midpoint

 

 

121

 

1

 

111

 

 

 

8.6

%

 

 

9.6

%

Full year net sales

 

$

453

 

1

$

429

 

 

 

5.5

%

 

 

5.8

%

 

1 Represents the mid-point of our net sales guidance for the fourth quarter and full year for 2018

8


 

2018 Outlook

 

 

Previous Full Year 2018 Outlook

Current Full Year 2018 Outlook

 

(Unaudited, U.S. Dollars, in millions)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net income from continuing operations

 

$

18.3

 

 

$

19.7

 

 

$

11.4

 

 

$

12.7

 

Interest expense, net

 

 

0.5

 

 

 

0.5

 

 

 

0.6

 

 

 

0.6

 

Income tax expense

 

 

10.8

 

 

 

11.4

 

 

 

8.7

 

 

 

9.5

 

Depreciation and amortization

 

 

19.9

 

 

 

19.9

 

 

 

19.4

 

 

 

19.3

 

EBITDA

 

$

49.5

 

 

$

51.5

 

 

$

40.1

 

 

$

42.1

 

Share-based compensation

 

 

19.2

 

 

 

19.2

 

 

 

19.1

 

 

 

19.1

 

Foreign exchange loss / (gain)

 

 

2.2

 

 

 

2.2

 

 

 

2.8

 

 

 

2.8

 

Strategic investments

 

 

7.2

 

 

 

7.2

 

 

 

8.5

 

 

 

8.2

 

Domestication to Delaware

 

 

4.4

 

 

 

4.4

 

 

 

4.2

 

 

 

4.0

 

Spinal Kinetics acquisition-related adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash inventory fair market value adjustments

 

 

1.4

 

 

 

1.4

 

 

 

1.4

 

 

 

1.4

 

Contingent consideration fair value adjustments

 

 

1.1

 

 

 

1.1

 

 

 

3.6

 

 

 

3.6

 

Unrealized loss on investment securities

 

 

(1.4

)

 

 

(1.4

)

 

 

3.1

 

 

 

3.1

 

SEC / FCPA matters and related costs

 

 

1.4

 

 

 

1.4

 

 

 

1.3

 

 

 

1.3

 

Restructuring

 

 

 

 

 

 

 

 

1.4

 

 

 

1.4

 

Adjusted EBITDA

 

$

85.0

 

 

$

87.0

 

 

$

85.5

 

 

$

87.0

 

 

 

 

 

 

Previous Full Year 2018 Outlook

 

 

Current Full Year 2018 Outlook

 

(Unaudited, per diluted share)

 

Low

 

 

High

 

 

Low

 

 

High

 

EPS from continuing operations

 

$

0.97

 

 

$

1.04

 

 

$

0.60

 

 

$

0.67

 

Foreign exchange loss / (gain)

 

 

0.12

 

 

 

0.12

 

 

 

0.15

 

 

 

0.15

 

Strategic investments

 

 

0.38

 

 

 

0.38

 

 

 

0.45

 

 

 

0.43

 

Domestication to Delaware

 

 

0.23

 

 

 

0.23

 

 

 

0.22

 

 

 

0.21

 

Spinal Kinetics acquisition-related adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash inventory fair market value adjustments

 

 

0.07

 

 

 

0.07

 

 

 

0.07

 

 

 

0.07

 

Amortization of intangible assets

 

 

0.05

 

 

 

0.05

 

 

 

0.05

 

 

 

0.05

 

Contingent consideration fair value adjustments

 

 

0.06

 

 

 

0.06

 

 

 

0.19

 

 

 

0.19

 

Unrealized loss on investment securities

 

 

(0.07

)

 

 

(0.07

)

 

 

0.16

 

 

 

0.16

 

SEC / FCPA matters and related costs

 

 

0.07

 

 

 

0.07

 

 

 

0.07

 

 

 

0.07

 

Restructuring

 

 

 

 

 

 

 

 

0.07

 

 

 

0.07

 

Long-term income tax rate adjustment

 

 

(0.22

)

 

 

(0.23

)

 

 

(0.33

)

 

 

(0.32

)

Adjusted EPS from continuing operations

 

$

1.66

 

 

$

1.72

 

 

$

1.70

 

 

$

1.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of diluted common shares

 

 

18,900,000

 

 

 

18,900,000

 

 

 

18,900,000

 

 

 

18,900,000

 

 

 


9


 

Non-GAAP Measures:

Constant Currency

Constant currency is a non-GAAP measure, which is calculated by using foreign currency rates from the comparable, prior-year period, to present net sales at comparable rates. Constant currency can be presented for numerous GAAP measures, but is most commonly used by management to analyze net sales without the impact of changes in foreign currency rates.

 

Pro-Forma Net Sales

Pro-forma net sales is a non-GAAP measure in fiscal 2017, which reflects what net sales in fiscal 2017 would have been, had the Company adopted ASU 2014-09, Revenue from Contracts with Customers, as amended, as of January 1, 2017, or elected to adopt the standard using the full retrospective transition method.

Contractual Reduction in Fee for Marketing Services

In March of 2018, there was a contractual reduction in the marketing service fee the Company receives from MTF Biologics.  The year over year change excluding the contractual reduction is calculated by using the same marketing service fee rates prior to the contractual change.

EBITDA

EBITDA is a non-GAAP financial measure, which is calculated by adding interest income (expense), net; income tax expense (benefit); and depreciation and amortization to net income from continuing operations. EBITDA provides management with additional insight to its results of operations.

 

Adjusted EBITDA, Adjusted Net Income from Continuing Operations, Adjusted EPS from Continuing Operations and these measures adjusted for the exclusion of Spinal Kinetics

These non-GAAP financial measures provide management with additional insight to its results of operations and are calculated using the following adjustments:

 

Share-based compensation – costs related to our share-based compensation plans, which include stock options, restricted stock awards, performance-based restricted stock awards, market-based restricted stock awards and our stock purchase plan; see the share-based compensation footnote in our Form 10-Q for the quarter ended September 30, 2018 for a detail of these costs by line item of the condensed consolidated statement of operations

 

Foreign exchange loss / (gain) – gains and losses related to foreign currency transactions, including any gains or losses from liquidation of subsidiaries, which are recorded as other income (expense); guidance presented does not include the impact of any future foreign exchange fluctuations

 

Strategic investments – costs related to our strategic investments, which are primarily recorded as general and administrative expenses

 

Domestication to Delaware – costs associated with evaluation and completion of changing the Company’s jurisdiction of organization from Curaçao to the State of Delaware, which are recorded as general and administrative expenses

 

Non-cash inventory fair market value adjustments adjustment made to inventory acquired to account for the reasonable profit allowance for the selling effort on finished goods inventory, which is recorded as cost of sales

 

Amortization of Spinal Kinetics intangible assets or Amortization of intangible assetsamortization of acquisition-related intangible assets including items such as developed technologies, in process research and development, and trade name, which are recorded as operating expenses

 

Contingent consideration fair value adjustments – gains and losses related to remeasurement of the contingent consideration to fair value, which are recorded as an operating expense

 

Unrealized gain (loss) on investment securities – gains and losses recognized within other income (expense) relating to our investments in eNeura, Inc. and Bone Biologics, Inc.

 

SEC / FCPA matters and related costs – legal and other professional fees associated with the SEC Investigation, Securities Class Action Complaint and Brazil subsidiary compliance review, which are recorded as general and administrative expenses

 

Legal judgments/settlements – adverse or favorable legal judgments or negotiated legal settlements, which are recorded as general and administrative expenses

10


 

 

Restructuringcosts related to a planned restructuring in 2017, primarily consisting of severance charges and the write-down of certain assets, and costs associated with the elimination of two reporting segment president positions in 2018, which are recorded as operating expenses

 

Long-term income tax rate adjustment – reflects management’s expectation of a long-term normalized effective tax rate of 38% for 2017 results, 35% for the first and second quarters of 2018 and 29% for the third and fourth quarters of 2018, which is based on current tax law, current expected income and the expected impact of changing the Company’s jurisdiction of organization from Curaçao to the State of Delaware; actual tax expense will ultimately be based on GAAP earnings and may differ from the expected long-term normalized effective tax rate due to a variety of factors, including the resolutions of issues arising from tax audits with various tax authorities, the ability to realize deferred tax assets, and the tax impact of certain reconciling items that are excluded in determining Adjusted Net Income

 

Loss related to Spinal Kinetics – amounts included within the financial statements related to the acquisition and financial performance of Spinal Kinetics to provide insight to our results as if the acquisition had not occurred

 

Non-GAAP Net Margin

Non-GAAP net margin is an internal non-GAAP metric, which we define as gross profit less sales and marketing expense. Non-GAAP net margin is the primary metric used by our Chief Operating Decision Maker in managing our business.

 

Free Cash Flow

Free cash flow is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operating activities. Free cash flow is an important indicator of how much cash is generated or used by our normal business operations, including capital expenditures. Management uses free cash flow as a measure of progress on its capital efficiency and cash flow initiatives. All periods presented reflect the adoption of ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, resulting in an increase in net cash from operating activities of $2.5 million for the nine months ended September 30, 2018 and a decrease in net cash from operating activities of $14.4 million for the nine months ended September 30, 2017.

 

Usefulness and Limitations of Non-GAAP Financial Measures

Management uses non-GAAP measures to evaluate performance period-over-period, to analyze the underlying trends in our business, to assess performance relative to competitors and to establish operational goals and forecasts that are used in allocating resources. Management uses these non-GAAP measures as the basis for assessing the ability of the underlying operations to generate cash. In addition, management uses these non-GAAP measures to further its understanding of the performance of our business units.

 

Material Limitations Associated with the Use of Non-GAAP Financial Measures

The non-GAAP measures used in this press release may have limitations as analytical tools, and should not be considered in isolation or as a replacement for GAAP financial measures. Some of the limitations associated with the use of these non-GAAP financial measures are that they exclude items that reflect an economic cost and can have a material effect on cash flows. Similarly, certain non-cash expenses, such as share-based compensation, do not directly impact cash flows, but are part of total compensation costs accounted for under GAAP.

 

Compensation for Limitations Associated with Use of Non-GAAP Financial Measures

We compensate for the limitations of our non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance. The GAAP results provide the ability to understand our performance based on a defined set of criteria. The non-GAAP measures reflect the underlying operating results of our businesses, which we believe is an important measure of our overall performance. We provide a detailed reconciliation of the non-GAAP financial measures to our most directly comparable GAAP measures, and encourage investors to review this reconciliation.

 

Usefulness of Non-GAAP Financial Measures to Investors

We believe that providing non-GAAP financial measures that exclude certain items provides investors with greater transparency to the information used by senior management in its financial and operational decision-making. Management believes it is important to provide investors with the same non-GAAP metrics it uses to supplement information regarding the performance and underlying trends of our business operations in order to facilitate comparisons to its historical operating results and internally evaluate the effectiveness of our operating strategies. Disclosure of these non-GAAP financial measures also facilitates comparisons

11


 

of our underlying operating performance with other companies in the industry that also supplement their GAAP results with non-GAAP financial measures.

 

Source

Orthofix Medical Inc.

12