EX-99.2 3 ofix-ex992_22.htm EX-99.2 ofix-ex992_22.htm

Exhibit 99.2

 

Orthofix Recast of Historical Financial Results for Changes to Reportable Business Segments

 

During the first quarter of 2019, the Company changed its reporting segments from four reporting segments: Bone Growth Therapies, Spinal Implants, Biologics, and Orthofix Extremities to two reporting segments: Global Spine and Global Extremities.  These two reporting segments represent the operating segments for which our Chief Executive Officer, who is also Chief Operating Decision Maker (the “CODM”), reviews financial information and makes resource allocation decisions among businesses. In addition, the Company changed the primary metric used by the CODM in managing the Company to EBITDA from non-GAAP net margin, an internal metric that the Company defined as gross profit less sales and marketing expense.  Accordingly, our reporting segment information has been recast based on our two new reporting segments:

 

Orthofix Medical, Inc.

Recast of Historical Financial Results for Changes to Reportable Segments

 

 

 

Three Months Ended

 

 

Year Ended

 

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

 

March 31,

2018

 

 

June 30,

2018

 

 

September 30,

2018

 

 

December 31,

2018

 

 

December 31,

2018

 

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Spine

 

$

18,825

 

 

$

19,030

 

 

$

15,637

 

 

$

23,053

 

 

$

76,545

 

Global Extremities

 

 

3,328

 

 

 

488

 

 

 

3,357

 

 

 

2,280

 

 

 

9,453

 

Corporate

 

 

(7,002

)

 

 

(12,692

)

 

 

(15,403

)

 

 

(8,529

)

 

 

(43,626

)

Total EBITDA

 

$

15,151

 

 

$

6,826

 

 

$

3,591

 

 

$

16,804

 

 

$

42,372

 

Depreciation and amortization

 

 

(4,369

)

 

 

(4,554

)

 

 

(4,738

)

 

 

(4,998

)

 

 

(18,659

)

Interest income (expense), net

 

 

(183

)

 

 

(251

)

 

 

(181

)

 

 

(213

)

 

 

(828

)

Income before income taxes

 

$

10,599

 

 

$

2,021

 

 

$

(1,328

)

 

$

11,593

 

 

$

22,885

 

 

 

 

 

Three Months Ended

 

 

Year Ended

 

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

 

March 31,

2017

 

 

June 30,

2017

 

 

September 30,

2017

 

 

December 31,

2017

 

 

December 31,

2017

 

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Spine

 

$

18,247

 

 

$

21,604

 

 

$

19,208

 

 

$

24,975

 

 

$

84,034

 

Global Extremities

 

 

1,656

 

 

 

(538

)

 

 

2,235

 

 

 

3,790

 

 

 

7,143

 

Corporate

 

 

(13,257

)

 

 

(7,111

)

 

 

(6,956

)

 

 

(6,922

)

 

 

(34,246

)

Total EBITDA

 

$

6,646

 

 

$

13,955

 

 

$

14,487

 

 

$

21,843

 

 

$

56,931

 

Depreciation and amortization

 

 

(5,075

)

 

 

(5,372

)

 

 

(4,974

)

 

 

(4,703

)

 

 

(20,124

)

Interest income (expense), net

 

 

45

 

 

 

76

 

 

 

(15

)

 

 

(522

)

 

 

(416

)

Income before income taxes

 

$

1,616

 

 

$

8,659

 

 

$

9,498

 

 

$

16,618

 

 

$

36,391

 

 


 


 

Non-GAAP 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.

 

A new non-GAAP measure for 2019 is Adjusted EBITDA by reportable segment, which has not been presented in previous press releases.  As such, the Company is providing additional information to show Adjusted EBITDA by reportable segment for 2018:

 

Orthofix Medical, Inc.

Adjusted EBITDA by Reportable Segments

 

 

 

Three Months Ended March  31, 2018

 

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

 

Global Spine

 

 

Global Extremities

 

 

Corporate

 

 

Total Orthofix

 

Operating income (loss)

 

$

16,767

 

 

$

1,843

 

 

$

(10,740

)

 

$

7,870

 

Other income (expense), net

 

 

(20

)

 

 

189

 

 

 

2,743

 

 

 

2,912

 

Depreciation and amortization

 

 

2,015

 

 

 

1,296

 

 

 

995

 

 

 

4,306

 

Amortization of acquired intangibles

 

 

63

 

 

 

 

 

 

 

 

 

63

 

EBITDA

 

$

18,825

 

 

$

3,328

 

 

$

(7,002

)

 

$

15,151

 

Share-based compensation

 

 

1,400

 

 

 

507

 

 

 

2,009

 

 

 

3,916

 

Foreign exchange impact

 

 

(23

)

 

 

(141

)

 

 

(912

)

 

 

(1,076

)

Strategic investments

 

 

 

 

 

 

 

 

2,419

 

 

 

2,419

 

Domestication to Delaware

 

 

 

 

 

 

 

 

798

 

 

 

798

 

Acquisition-related fair value adjustments

 

 

 

 

 

 

 

 

 

 

 

 

Interest and (gain) loss on investment securities

 

 

 

 

 

 

 

 

(1,629

)

 

 

(1,629

)

Legal judgments/settlements

 

 

(33

)

 

 

207

 

 

 

(27

)

 

 

147

 

Restructuring

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

20,169

 

 

$

3,901

 

 

$

(4,344

)

 

$

19,726

 

 

 

 

Three Months Ended June 30, 2018

 

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

 

Global Spine

 

 

Global Extremities

 

 

Corporate

 

 

Total Orthofix

 

Operating income (loss)

 

$

17,240

 

 

$

878

 

 

$

(12,203

)

 

$

5,915

 

Other income (expense), net

 

 

(544

)

 

 

(1,675

)

 

 

(1,424

)

 

 

(3,643

)

Depreciation and amortization

 

 

2,024

 

 

 

1,285

 

 

 

935

 

 

 

4,244

 

Amortization of acquired intangibles

 

 

310

 

 

 

 

 

 

 

 

 

310

 

EBITDA

 

$

19,030

 

 

$

488

 

 

$

(12,692

)

 

$

6,826

 

Share-based compensation

 

 

1,836

 

 

 

613

 

 

 

2,766

 

 

 

5,215

 

Foreign exchange impact

 

 

456

 

 

 

1,626

 

 

 

1,173

 

 

 

3,255

 

Strategic investments

 

 

812

 

 

 

 

 

 

1,927

 

 

 

2,739

 

Domestication to Delaware

 

 

 

 

 

 

 

 

1,910

 

 

 

1,910

 

Acquisition-related fair value adjustments

 

 

1,473

 

 

 

 

 

 

 

 

 

1,473

 

Interest and (gain) loss on investment securities

 

 

 

 

 

 

 

 

230

 

 

 

230

 

Legal judgments/settlements

 

 

212

 

 

 

87

 

 

 

75

 

 

 

374

 

Restructuring

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

23,819

 

 

$

2,814

 

 

$

(4,611

)

 

$

22,022

 

 

 

 


 

 

Three Months Ended September 30, 2018

 

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

 

Global Spine

 

 

Global Extremities

 

 

Corporate

 

 

Total Orthofix

 

Operating income (loss)

 

$

13,344

 

 

$

2,361

 

 

$

(11,798

)

 

$

3,907

 

Other income (expense), net

 

 

(196

)

 

 

(301

)

 

 

(4,557

)

 

 

(5,054

)

Depreciation and amortization

 

 

2,060

 

 

 

1,297

 

 

 

952

 

 

 

4,309

 

Amortization of acquired intangibles

 

 

429

 

 

 

 

 

 

 

 

 

429

 

EBITDA

 

$

15,637

 

 

$

3,357

 

 

$

(15,403

)

 

$

3,591

 

Share-based compensation

 

 

1,391

 

 

 

633

 

 

 

3,237

 

 

 

5,261

 

Foreign exchange impact

 

 

272

 

 

 

277

 

 

 

69

 

 

 

618

 

Strategic investments

 

 

803

 

 

 

 

 

 

2,005

 

 

 

2,808

 

Domestication to Delaware

 

 

 

 

 

 

 

 

996

 

 

 

996

 

Acquisition-related fair value adjustments

 

 

2,121

 

 

 

 

 

 

 

 

 

2,121

 

Interest and (gain) loss on investment securities

 

 

 

 

 

 

 

 

4,449

 

 

 

4,449

 

Legal judgments/settlements

 

 

241

 

 

 

39

 

 

 

92

 

 

 

372

 

Restructuring

 

 

1,233

 

 

 

 

 

 

 

 

 

1,233

 

Adjusted EBITDA

 

$

21,698

 

 

$

4,306

 

 

$

(4,555

)

 

$

21,449

 

 

 

 

 

Three Months Ended December 31, 2018

 

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

 

Global Spine

 

 

Global Extremities

 

 

Corporate

 

 

Total Orthofix

 

Operating income (loss)

 

$

20,605

 

 

$

924

 

 

$

(9,127

)

 

$

12,402

 

Other income (expense), net

 

 

(164

)

 

 

(107

)

 

 

(325

)

 

 

(596

)

Depreciation and amortization

 

 

2,159

 

 

 

1,463

 

 

 

923

 

 

 

4,545

 

Amortization of acquired intangibles

 

 

453

 

 

 

 

 

 

 

 

 

453

 

EBITDA

 

$

23,053

 

 

$

2,280

 

 

$

(8,529

)

 

$

16,804

 

Share-based compensation

 

 

1,632

 

 

 

498

 

 

 

2,408

 

 

 

4,538

 

Foreign exchange impact

 

 

130

 

 

 

70

 

 

 

332

 

 

 

532

 

Strategic investments

 

 

348

 

 

 

 

 

 

282

 

 

 

630

 

Domestication to Delaware

 

 

 

 

 

 

 

 

511

 

 

 

511

 

Acquisition-related fair value adjustments

 

 

914

 

 

 

 

 

 

 

 

 

914

 

Interest and (gain) loss on investment securities

 

 

 

 

 

 

 

 

 

 

 

 

Legal judgments/settlements

 

 

266

 

 

 

172

 

 

 

(171

)

 

 

267

 

Restructuring

 

 

214

 

 

 

 

 

 

 

 

 

214

 

Adjusted EBITDA

 

$

26,557

 

 

$

3,020

 

 

$

(5,167

)

 

$

24,410

 

 

 

 

Year Ended December 31, 2018

 

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

 

Global Spine

 

 

Global Extremities

 

 

Corporate

 

 

Total Orthofix

 

Operating income (loss)

 

$

67,956

 

 

$

6,006

 

 

$

(43,868

)

 

$

30,094

 

Other income (expense), net

 

 

(924

)

 

 

(1,894

)

 

 

(3,563

)

 

 

(6,381

)

Depreciation and amortization

 

 

8,258

 

 

 

5,341

 

 

 

3,805

 

 

 

17,404

 

Amortization of acquired intangibles

 

 

1,255

 

 

 

 

 

 

 

 

 

1,255

 

EBITDA

 

$

76,545

 

 

$

9,453

 

 

$

(43,626

)

 

$

42,372

 

Share-based compensation

 

 

6,259

 

 

 

2,251

 

 

 

10,420

 

 

 

18,930

 

Foreign exchange impact

 

 

835

 

 

 

1,832

 

 

 

662

 

 

 

3,329

 

Strategic investments

 

 

1,963

 

 

 

 

 

 

6,633

 

 

 

8,596

 

Domestication to Delaware

 

 

 

 

 

 

 

 

4,215

 

 

 

4,215

 

Acquisition-related fair value adjustments

 

 

4,508

 

 

 

 

 

 

 

 

 

4,508

 

Interest and (gain) loss on investment securities

 

 

 

 

 

 

 

 

3,050

 

 

 

3,050

 

Legal judgments/settlements

 

 

686

 

 

 

505

 

 

 

(31

)

 

 

1,160

 

Restructuring

 

 

1,447

 

 

 

 

 

 

 

 

 

1,447

 

Adjusted EBITDA

 

$

92,243

 

 

$

14,041

 

 

$

(18,677

)

 

$

87,607

 

 

 

 


Prior Year Reclassification

The Company reclassified less than $10 thousand of previously reported net income (loss) from discontinued operations during the first, second, and third quarters of 2018 to continuing operations within its Form 10-K for the year ended December 31, 2018; therefore, amounts may differ from previously reported quarterly results for interim periods.

Non-GAAP Information

EBITDA

EBITDA is a non-GAAP financial measure, which is calculated by adding interest expense, net; income tax expense; and depreciation and amortization to net income. EBITDA provides management with additional insight to its results of operations. EBITDA is the primary metric used by our Chief Operating Decision Maker in managing our business.

 

Adjusted EBITDA

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 quarterly reports on Form 10-Q for each quarter of 2018 and our annual report on Form 10-K for the year ended December 31, 2018 for a detail of these costs by consolidated statement of income line item

 

Foreign exchange impact – gains and losses related to foreign currency transactions, which are recorded as other expense, net

 

Strategic investments – costs related to our strategic investments, such as due diligence and integration costs, 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 during 2018, which are recorded as general and administrative expenses

 

Acquisition-related fair value adjustments – comprised of i) gains and losses related to remeasurement of contingent consideration to fair value, which are recorded as operating expenses and ii) an 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 acquired intangibles – amortization of intangible assets acquired in business combinations or asset acquisitions, including items such as developed technologies, in process research and development, trade names, and other intangible assets, which are recorded as operating expenses

 

Interest and (gain) loss on investment securities – net gains and losses recognized (realized or unrealized) within other income (expense), net or interest income recognized relating to our investments in eNeura Inc. and Bone Biologics, Inc.

 

Legal judgments/settlements – adverse or favorable legal judgments or negotiated legal settlements, including legal and other professional fees associated with the SEC Investigation, Securities Class Action Complaints and Brazil subsidiary compliance review, which are recorded as general and administrative expenses

 

Restructuring – 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 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 and current expected income; actual reported 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

 

 


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