8-K
Orthofix Medical Inc. (OFIX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 6, 2020
ORTHOFIX MEDICAL INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-19961 | 98-1340767 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 3451 Plano Parkway<br><br><br>Lewisville, Texas | 75056 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 937-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.10 par value per share | OFIX | Nasdaq Global Select Market |
| Item 2.02. | Results of Operations and Financial Condition. | |
| --- | --- |
On August 6, 2020, Orthofix Medical Inc. (the “Company”) issued a press release announcing, among other things, its financial results for the second quarter ended June 30, 2020. A copy of the press release is furnished herewith as Exhibit 99.1 and attached hereto.
The information furnished in this Item 2.02, including the exhibit furnished herewith as Exhibit 99.1, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or into another filing under the Exchange Act, unless that filing expressly incorporates by reference this Item 2.02 of this report.
| Item 7.01 | Regulation FD Disclosure. |
|---|
The press release furnished in Exhibit 99.1 also provides an update on the Company’s business outlook, that is intended to be within the safe harbor provided by the Private Securities Litigation Reform Act of 1995 (the “Act”) as comprising forward looking statements within the meaning of the Act.
The information furnished in this Item 7.01, including the exhibit furnished herewith as Exhibit 99.1, will not be treated as “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act, or into another filing under the Exchange Act, unless that filing expressly incorporates by reference this Item 7.01 of this report.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| 99.1 | Press release, dated August 6, 2020. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Orthofix Medical Inc. | |
|---|---|
| By: | /s/ Kimberley A. Elting |
| Kimberley A. Elting<br><br><br>Chief Legal and Administrative Officer |
Date: August 6, 2020
ofix-ex991_6.htm
Exhibit 99.1
Orthofix Reports Second Quarter 2020 Results
| • | Net sales of $73.1 million, a decrease of 37% compared to prior year on a reported and constant currency basis |
|---|---|
| • | Record Motion Preservation sales quarter of $3.6 million in the U.S., an increase of 24% sequentially |
| --- | --- |
| • | New product innovation cadence building momentum with new regulatory clearances |
| --- | --- |
LEWISVILLE, Texas — August 6, 2020 — Orthofix Medical Inc. (NASDAQ:OFIX) today reported its financial results for the second quarter ended June 30, 2020. Net sales were $73.1 million, earnings per share (“EPS”) was ($0.96) and adjusted EPS was ($0.59).
“Despite the significant impact of COVID-19 in the second quarter, we continued to execute successfully against our strategic initiatives,” said Orthofix President and Chief Executive Officer Jon Serbousek. “In particular, with the regulatory clearances of the Firebird^™^ SI Fusion System and the JuniOrtho^™^ Plating System, we believe we are making progress in creating a high-velocity new product innovation program.”
Mr. Serbousek continued, “After reaching a low point in April, revenues rebounded sequentially in both May and June in large part due to the business continuity initiatives we put into place as well our emphasis on accelerating our commercial efforts. For example, even in spite of the lower elective procedure volumes during the quarter, Motion Preservation U.S. sales continued to outperform our expectations, with rapid adoption of the M6-C™ artificial cervical disc. Looking to the balance of the year, we are optimistic about the continued recovery in our business and markets and intend to continue to invest in our strategic initiatives aimed at driving growth in the business while maintaining the strength of our balance sheet to best position Orthofix for long-term success. However, we believe it is still difficult to accurately predict the ongoing disruption that will be caused by the pandemic.”
Financial Results Overview
The following table provides net sales by major product category by reporting segment:
| Three Months Ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited, U.S. Dollars, in thousands) | 2020 | 2019 | Change | Constant<br><br><br>Currency<br><br><br>Change | ||||||
| Bone Growth Therapies | $ | 28,379 | $ | 50,109 | (43.4 | %) | (43.4 | %) | ||
| Spinal Implants | 18,594 | 23,226 | (19.9 | %) | (19.7 | %) | ||||
| Biologics | 11,125 | 16,744 | (33.6 | %) | (33.6 | %) | ||||
| Global Spine | 58,098 | 90,079 | (35.5 | %) | (35.4 | %) | ||||
| Global Extremities | 15,037 | 25,771 | (41.7 | %) | (40.5 | %) | ||||
| Net sales | $ | 73,135 | $ | 115,850 | (36.9 | %) | (36.6 | %) |
Gross profit decreased $40.1 million to $50.0 million, primarily attributable to the decline in net sales as a result of COVID-19. Gross margin decreased to 68.3% compared to 77.7% in the prior year period.
Net loss was ($18.4) million, or ($0.96) per share, compared to net loss of ($0.5) million, or ($0.03) per share in the prior year period. Adjusted net loss was ($11.3) million, or ($0.59) per share, compared to adjusted net income of $5.5 million, or $0.28 per share in the prior year period.
EBITDA was ($9.0) million, compared to $6.4 million in the prior year period. Adjusted EBITDA was ($5.6) million, or (7.6%) of net sales, compared to $17.3 million, or 14.9% of net sales, in the prior year period.
Liquidity
As of June 30, 2020, cash, cash equivalents, and restricted cash totaled $173.4 million compared to $70.4 million as of December 31, 2019. As of June 30, 2020, the Company had $100.0 million in borrowings under the five year $300 million secured revolving credit facility. Cash flow from operations increased $21.8 million to $30.1 million, while free cash flow increased $22.8 million to $20.8 million.
In July 2020, the Company repaid $50.0 million related to its borrowings under the secured revolving credit facility. Subsequent to this payment, the Company had $50.0 million in borrowings under the secured revolving credit facility.
COVID-19 Impact
The global Coronavirus Disease 2019 ("COVID-19") pandemic is significantly affecting the Company’s patients, communities, employees and business operations. The pandemic has led to the temporary closure of businesses, restrictions on travel and the implementation of physical distancing measures around the world. However, the Company remains focused on protecting the health and wellbeing of its employees, partners, patients, and the communities in which it operates while assuring the continuity of its business operations.
At this time, the future trajectory of the COVID-19 pandemic remains very uncertain, both in the U.S. and in other markets. Given these various uncertainties, it is unclear the extent to which lingering slowdowns in elective procedures will affect the Company’s business during the second half of 2020 and beyond. The expected effects of COVID-19 on the Company’s business will depend on various factors including (i) the comfort level of patients in returning to clinics and hospitals, (ii) the extent to which localized elective surgery shutdowns occur, (iii) the unemployment rate’s effect on potential patients lacking medical insurance coverage, and (iv) general hospital capacity constraints occurring because of the need to treat high volumes of COVID-19 patients. As such, the Company is not providing quantitative guidance for the third quarter of 2020 or for the full year at this time.
Conference Call
Orthofix will host a conference call today at 8:30 AM Eastern time to discuss the Company's financial results for the second quarter 2020. 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 7289908. 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 7289908. 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 70 countries via the Company's sales representatives and distributors. For more information, please visit www.orthofix.com.
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, including the risks described in Part II Item 1A under the heading Risk Factors of our quarterly report on Form 10-Q for the quarter ended June 30, 2020; Part I, Item 1A under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”); Part II, Item 1A under the heading Risk Factors of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020; and other Securities and Exchange Commission (“SEC”) filings. In addition to the risks described there, factors that could cause or contribute to such differences may include, but are not limited to, risks relating to the effects of the COVID-19 pandemic on our business, including (i) surgeries that use our products being delayed or cancelled as a result of hospitals and surgery centers being closed or limited to life-threatening and/or essential procedures, (ii) portions of our global workforce being unable to work fully and/or effectively due to illness, quarantines, government actions (including "shelter in place" orders or advisories), facility closures or other reasons related to the pandemic, (iii) disruptions to our supply chain, (iv) volatility in global capital markets limiting our access to financing for potential acquisitions or working capital, (v) customers and payors being unable to satisfy contractual obligations to us, including the ability to make timely payment for purchases, (vi) general economic weakness in markets in which we operate affecting customer spending, and (vii) other unpredictable aspects of the pandemic. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in Part I, Item 1A under the heading Risk Factors in our 2019 Form 10-K, such as our need to generate sufficient cash flows to service indebtedness and our ability to protect our information technology networks and infrastructure from unauthorized access, misuse, malware, phishing and other events that could have a security impact as a result of our remote working environment or otherwise. As a result of these various risks, our actual outcomes and results may differ materially from those expressed in these forward-looking statements.
This list of risks, uncertainties and other factors is not complete. We discuss some of these matters more fully, as well as certain risk factors that could affect our business, financial condition, results of operations, and prospects, in reports we file from time-to-time with the SEC, which our available to read at www.sec.gov. Any or all forward-looking statements that we make may turn out to be wrong (due to inaccurate assumptions that we make or otherwise), and 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 update, and expressly disclaim any duty to update, our forward-looking statements, whether as a result of circumstances or events that arise after the date hereof, new information, or otherwise.
| Company Contact |
|---|
| Orthofix Medical Inc. |
| Mark Quick |
| P: 214-937-2924 |
| E: markquick@orthofix.com |
ORTHOFIX MEDICAL INC.
Condensed Consolidated Statements of Operations
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| (U.S. Dollars, in thousands, except share and per share data) | 2020 | 2019 | 2020 | 2019 | ||||||||
| (unaudited) | (unaudited) | |||||||||||
| Net sales | $ | 73,135 | $ | 115,850 | $ | 177,958 | $ | 224,962 | ||||
| Cost of sales | 23,166 | 25,812 | 46,575 | 49,520 | ||||||||
| Gross profit | 49,969 | 90,038 | 131,383 | 175,442 | ||||||||
| Sales and marketing | 43,479 | 56,864 | 97,792 | 110,558 | ||||||||
| General and administrative | 15,047 | 21,935 | 32,912 | 42,407 | ||||||||
| Research and development | 8,765 | 8,980 | 18,729 | 18,209 | ||||||||
| Acquisition-related amortization and remeasurement | 3,678 | 1,808 | (3,904 | ) | 8,265 | |||||||
| Operating income (loss) | (21,000 | ) | 451 | (14,146 | ) | (3,997 | ) | |||||
| Interest income (expense), net | (901 | ) | 457 | (1,324 | ) | 200 | ||||||
| Other income (expense), net | 5,069 | (236 | ) | 4,271 | (640 | ) | ||||||
| Income (loss) before income taxes | (16,832 | ) | 672 | (11,199 | ) | (4,437 | ) | |||||
| Income tax benefit (expense) | (1,592 | ) | (1,219 | ) | 18,440 | 4,787 | ||||||
| Net income (loss) | $ | (18,424 | ) | $ | (547 | ) | $ | 7,241 | $ | 350 | ||
| Net income (loss) per common share: | ||||||||||||
| Basic | $ | (0.96 | ) | $ | (0.03 | ) | $ | 0.38 | $ | 0.02 | ||
| Diluted | (0.96 | ) | (0.03 | ) | 0.37 | 0.02 | ||||||
| Weighted average number of common shares: | ||||||||||||
| Basic | 19,215,392 | 18,834,886 | 19,149,523 | 18,790,612 | ||||||||
| Diluted | 19,215,392 | 18,834,886 | 19,271,467 | 19,179,057 |
ORTHOFIX MEDICAL INC.
Condensed Consolidated Balance Sheets
| (U.S. Dollars, in thousands, except share data) | December 31,<br><br><br>2019 | ||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 172,888 | $ | 69,719 | ||
| Restricted cash | 503 | 684 | |||
| Accounts receivable, net of allowances of 6,364 and 3,987, respectively | 67,407 | 86,805 | |||
| Inventories | 82,046 | 82,397 | |||
| Prepaid expenses and other current assets | 20,726 | 20,948 | |||
| Total current assets | 343,570 | 260,553 | |||
| Property, plant and equipment, net | 65,113 | 62,727 | |||
| Intangible assets, net | 57,527 | 54,139 | |||
| Goodwill | 82,997 | 71,177 | |||
| Deferred income taxes | 36,476 | 35,117 | |||
| Other long-term assets | 10,026 | 11,907 | |||
| Total assets | 595,709 | $ | 495,620 | ||
| Liabilities and shareholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 14,911 | $ | 19,886 | ||
| Current portion of finance lease liability | 449 | 323 | |||
| Other current liabilities | 74,236 | 64,674 | |||
| Total current liabilities | 89,596 | 84,883 | |||
| Long-term portion of finance lease liability | 22,506 | 20,648 | |||
| Other long-term liabilities | 38,562 | 62,458 | |||
| Long-term debt | 100,000 | — | |||
| Total liabilities | 250,664 | 167,989 | |||
| Contingencies | |||||
| Shareholders’ equity | |||||
| Common shares 0.10 par value; 50,000,000 shares authorized; 19,209,063 and<br> 19,022,619 issued and outstanding as of June 30, 2020 and December 31, 2019,<br> respectively | 1,921 | 1,902 | |||
| Additional paid-in capital | 282,287 | 271,019 | |||
| Retained earnings | 64,103 | 57,749 | |||
| Accumulated other comprehensive loss | (3,266 | ) | (3,039 | ) | |
| Total shareholders’ equity | 345,045 | 327,631 | |||
| Total liabilities and shareholders’ equity | 595,709 | $ | 495,620 |
All values are in US Dollars.
ORTHOFIX MEDICAL INC. Non-GAAP Financial Measures
The following tables present reconciliations of operating income (loss), net income (loss), EPS, 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 net income," "Adjusted EPS," 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 and Adjusted EBITDA
| Three Months Ended June 30, 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited, U.S. Dollars, in thousands) | Global Spine | Global Extremities | Corporate | Total Orthofix | ||||||||
| Operating income (loss) | $ | (7,927 | ) | $ | (5,373 | ) | $ | (7,700 | ) | $ | (21,000 | ) |
| Other income (expense), net | 160 | 214 | 4,695 | 5,069 | ||||||||
| Depreciation and amortization | 2,650 | 1,632 | 1,082 | 5,364 | ||||||||
| Amortization of acquired intangibles | 1,410 | 168 | — | 1,578 | ||||||||
| EBITDA | $ | (3,707 | ) | $ | (3,359 | ) | $ | (1,923 | ) | $ | (8,989 | ) |
| Share-based compensation | 1,568 | 529 | 1,757 | 3,854 | ||||||||
| Foreign exchange impact | (137 | ) | (286 | ) | (42 | ) | (465 | ) | ||||
| Strategic investments | 3 | 248 | 281 | 532 | ||||||||
| Acquisition-related fair value adjustments | 2,100 | 48 | — | 2,148 | ||||||||
| (Gain) loss on investment securities | — | — | — | — | ||||||||
| Legal judgments/settlements | (21 | ) | 58 | (3 | ) | 34 | ||||||
| Succession and transition charges | 948 | (1 | ) | 250 | 1,197 | |||||||
| Medical device regulation | 149 | 143 | 180 | 472 | ||||||||
| Business interruption - COVID-19 | 8 | 86 | (4,435 | ) | (4,341 | ) | ||||||
| Adjusted EBITDA | $ | 911 | $ | (2,534 | ) | $ | (3,935 | ) | $ | (5,558 | ) | |
| Six Months Ended June 30, 2020 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited, U.S. Dollars, in thousands) | Global Spine | Global Extremities | Corporate | Total Orthofix | ||||||||
| Operating income (loss) | $ | 10,632 | $ | (8,079 | ) | $ | (16,699 | ) | $ | (14,146 | ) | |
| Other income (expense), net | 135 | (327 | ) | 4,463 | 4,271 | |||||||
| Depreciation and amortization | 5,115 | 2,985 | 2,173 | 10,273 | ||||||||
| Amortization of acquired intangibles | 2,828 | 168 | — | 2,996 | ||||||||
| EBITDA | $ | 18,710 | $ | (5,253 | ) | $ | (10,063 | ) | $ | 3,394 | ||
| Share-based compensation | 3,092 | 1,155 | 3,366 | 7,613 | ||||||||
| Foreign exchange impact | (86 | ) | 223 | (29 | ) | 108 | ||||||
| Strategic investments | 15 | 256 | 726 | 997 | ||||||||
| Acquisition-related fair value adjustments | (6,900 | ) | 48 | — | (6,852 | ) | ||||||
| (Gain) loss on investment securities | — | — | 219 | 219 | ||||||||
| Legal judgments/settlements | (452 | ) | 279 | 373 | 200 | |||||||
| Succession and transition charges | 1,081 | 1,098 | 684 | 2,863 | ||||||||
| Medical device regulation | 354 | 292 | 479 | 1,125 | ||||||||
| Business interruption - COVID 19 | 341 | 265 | (4,424 | ) | (3,818 | ) | ||||||
| Adjusted EBITDA | $ | 16,155 | $ | (1,637 | ) | $ | (8,669 | ) | $ | 5,849 | ||
| Three Months Ended June 30, 2019 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited, U.S. Dollars, in thousands) | Global Spine | Global Extremities | Corporate | Total Orthofix | ||||||||
| Operating income (loss) | $ | 12,696 | $ | 1,353 | $ | (13,598 | ) | $ | 451 | |||
| Other income (expense), net | 175 | 71 | (482 | ) | (236 | ) | ||||||
| Depreciation and amortization | 2,314 | 1,326 | 1,200 | 4,840 | ||||||||
| Amortization of acquired intangibles | 1,338 | — | — | 1,338 | ||||||||
| EBITDA | $ | 16,523 | $ | 2,750 | $ | (12,880 | ) | $ | 6,393 | |||
| Share-based compensation | 1,733 | 607 | 2,454 | 4,794 | ||||||||
| Foreign exchange impact | (168 | ) | (116 | ) | 1 | (283 | ) | |||||
| Strategic investments | 591 | — | 4,234 | 4,825 | ||||||||
| Acquisition-related fair value adjustments | 647 | — | — | 647 | ||||||||
| (Gain) loss on investment securities | — | — | 491 | 491 | ||||||||
| Legal judgments/settlements | (555 | ) | (318 | ) | (4 | ) | (877 | ) | ||||
| Succession charges | 132 | — | 1,136 | 1,268 | ||||||||
| Adjusted EBITDA | $ | 18,903 | $ | 2,923 | $ | (4,568 | ) | $ | 17,258 | |||
| Six Months Ended June 30, 2019 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited, U.S. Dollars, in thousands) | Global Spine | Global Extremities | Corporate | Total Orthofix | ||||||||
| Operating income (loss) | $ | 20,426 | $ | 358 | $ | (24,781 | ) | $ | (3,997 | ) | ||
| Other income (expense), net | (224 | ) | (407 | ) | (9 | ) | (640 | ) | ||||
| Depreciation and amortization | 4,501 | 2,626 | 2,383 | 9,510 | ||||||||
| Amortization of acquired intangibles | 2,395 | — | — | 2,395 | ||||||||
| EBITDA | $ | 27,098 | $ | 2,577 | $ | (22,407 | ) | $ | 7,268 | |||
| Share-based compensation | 3,313 | 1,133 | 3,907 | 8,353 | ||||||||
| Foreign exchange impact | 225 | 342 | 23 | 590 | ||||||||
| Strategic investments | 1,249 | — | 5,645 | 6,894 | ||||||||
| Acquisition-related fair value adjustments | 6,579 | — | — | 6,579 | ||||||||
| (Gain) loss on investment securities | — | — | — | — | ||||||||
| Legal judgments/settlements | (500 | ) | (273 | ) | 21 | (752 | ) | |||||
| Succession charges | 132 | — | 3,868 | 4,000 | ||||||||
| Adjusted EBITDA | $ | 38,096 | $ | 3,779 | $ | (8,943 | ) | $ | 32,932 |
Adjusted Net Income
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited, U.S. Dollars, in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||
| Net income (loss) | $ | (18,424 | ) | $ | (547 | ) | $ | 7,241 | $ | 350 | ||
| Foreign exchange impact | (465 | ) | (283 | ) | 108 | 590 | ||||||
| Strategic investments | 532 | 4,825 | 997 | 6,894 | ||||||||
| Acquisition-related fair value adjustments | 2,148 | 647 | (6,852 | ) | 6,579 | |||||||
| Amortization of acquired intangibles | 1,846 | 1,338 | 3,264 | 2,395 | ||||||||
| Interest and (gain) loss on investment securities | — | (96 | ) | 219 | (689 | ) | ||||||
| Legal judgments/settlements | 34 | (877 | ) | 200 | (752 | ) | ||||||
| Succession and transition charges | 1,197 | 1,268 | 2,863 | 4,000 | ||||||||
| Medical device regulation | 472 | — | 1,125 | — | ||||||||
| Business interruption - COVID-19 | (4,341 | ) | — | (3,818 | ) | — | ||||||
| Long-term income tax rate adjustment | 5,751 | (804 | ) | (14,906 | ) | (8,723 | ) | |||||
| Adjusted net income (loss) | $ | (11,250 | ) | $ | 5,471 | $ | (9,559 | ) | $ | 10,644 |
Adjusted EPS
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited, per diluted share) | 2020 | 2019 | 2020 | 2019 | ||||||||
| EPS | $ | (0.96 | ) | $ | (0.03 | ) | $ | 0.37 | $ | 0.02 | ||
| Foreign exchange impact | (0.02 | ) | (0.01 | ) | 0.01 | 0.03 | ||||||
| Strategic investments | 0.03 | 0.25 | 0.05 | 0.36 | ||||||||
| Acquisition-related fair value adjustments | 0.11 | 0.03 | (0.36 | ) | 0.34 | |||||||
| Amortization of acquired intangibles | 0.10 | 0.07 | 0.17 | 0.12 | ||||||||
| Interest and (gain) loss on investment securities | — | — | 0.01 | (0.04 | ) | |||||||
| Legal judgments/settlements | — | (0.05 | ) | 0.01 | (0.04 | ) | ||||||
| Succession and transition charges | 0.06 | 0.07 | 0.15 | 0.21 | ||||||||
| Medical device regulation | 0.02 | — | 0.06 | — | ||||||||
| Business interruption - COVID-19 | (0.23 | ) | — | (0.20 | ) | — | ||||||
| Long-term income tax rate adjustment | 0.30 | (0.05 | ) | (0.77 | ) | (0.45 | ) | |||||
| Adjusted EPS | $ | (0.59 | ) | $ | 0.28 | $ | (0.50 | ) | $ | 0.55 | ||
| Weighted average number of diluted common shares (treasury stock method) | 19,215,392 | 19,272,139 | 19,149,523 | 19,280,140 |
Free Cash Flow
| Six Months Ended<br><br><br>June 30, | ||||||
|---|---|---|---|---|---|---|
| (Unaudited, U.S. Dollars, in thousands) | 2020 | 2019 | ||||
| Net cash from operating activities | $ | 30,094 | $ | 8,344 | ||
| Capital expenditures | (9,332 | ) | (10,338 | ) | ||
| Free cash flow | $ | 20,762 | $ | (1,994 | ) |
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.
EBITDA
EBITDA is a non-GAAP financial measure, which is calculated by adding interest expense, net; income tax expense (benefit); 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, Adjusted Net Income and Adjusted EPS
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, 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 June 30, 2020 for a detail of these costs by consolidated statement of income line item; however, certain share-based compensation costs have been included within succession and transition charges for 2019 and 2020 |
|---|---|
| • | 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, or costs associated with the evaluation and completion of changing the Company’s jurisdiction of organization from Curacao to the State of Delaware, which are primarily 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) the amortization of an adjustment made to inventory acquired to reflect the expected selling price of the acquired inventory less the cost of expected selling efforts and a reasonable profit allowance for the selling effort for 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, customer relationships, trade names, manufacturing agreements, and other intangible assets, which are recorded as operating expenses |
| --- | --- |
| • | Interest and (gain) loss on investment securities – net gains or losses recognized (realized or unrealized) within other 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, which are recorded as general and administrative expenses |
| --- | --- |
| • | Succession and transition charges – costs related to the transition of certain named executive officers and certain targeted restructuring costs, including any cessation and onboarding amounts, accelerated share-based compensation expense, consulting services, and other related expenses, which are primarily recorded as general and administrative expenses |
| --- | --- |
| • | Medical Device Regulation – incremental costs incurred to establish the initial compliance with the regulations set forth by the European Union Medical Device Regulation (“MDR”) and the U.S. Food and Drug Administration related to our currently-approved medical devices; the new European Union MDR provides a transition period until May 2021 for currently-approved medical devices to meet the additional requirements and for certain devices this transition period can be extended until May 2024; the incremental costs to comply with these regulations primarily include third-party consulting costs necessary to supplement our internal resources and are recorded as research and development expenses |
| --- | --- |
| • | Business interruption – COVID-19 – gains and losses related to the realized effects the COVID-19 pandemic has had on our business operation, which consist primarily of i) certain proceeds received as part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which are recognized in other income, and ii) inventory reserve adjustments related to product set to expire, which are reflected in cost of sales |
| --- | --- |
| • | Long-term income tax rate adjustment – reflects management’s expectation of a long-term normalized effective tax rate of 27% for 2019 and 2020 results and outlook, which is based on current tax law and current expected adjusted 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 |
| --- | --- |
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.
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 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.
Source
Orthofix Medical Inc.
10