Exhibit 99.1
FOR IMMEDIATE RELEASE
TORNIER REPORTS THIRD QUARTER 2012 FINANCIAL RESULTS
Shoulder Products Drive Extremities Constant Currency Growth of 7%
OrthoHelix Acquisition Provides Significant New Growth Opportunity
AMSTERDAM, The Netherlands, November 5, 2012 – Tornier N.V. (NASDAQ: TRNX), a global medical device company focused on providing surgical solutions to orthopaedic extremity specialists, today reported its financial results for the third quarter ended September 30, 2012 and updated its fiscal 2012 financial outlook.
Sales for the third quarter of 2012 were $58.0 million, representing increases of 0.8% as reported and 5.5% in constant currency. Sales for the nine months ended September 30, 2012 totaled $198.5 million, compared to sales of $192.1 million for the same period of 2011, an increase of 3.3% as reported and 7.0% in constant currency. Third quarter sales of Tornier’s extremity product categories increased 3.8% as reported and 6.9% in constant currency year over year and represented 84.0% of reported global sales.
Douglas W. Kohrs, President and Chief Executive Officer of Tornier, commented, “We are pleased with the continued growth of our extremities business, led by sales of our reverse shoulder products, which showed strong growth in both our U.S. and international markets. Despite continuous austerity pressures in our European markets, we believe the combined product portfolio of Tornier and OrthoHelix strongly positions Tornier for leadership in both the shoulder and the foot and ankle markets.”
The Company’s third quarter 2012 adjusted EBITDA, as defined in the GAAP to non-GAAP reconciliation provided later in this release, totaled $4.8 million, or 8.3% of sales. Increased investments in research and development, which totaled 9.1% of sales in the quarter, resulted in a decline of $0.1 million in adjusted EBITDA versus the third quarter of 2011. For the nine months ended September 30, 2012, adjusted EBITDA increased 8.4% to $22.0 million, or 11.1% of sales, compared to $20.3 million, or 10.5% of sales, in the same period last year.
Mr. Kohrs continued, “During the third quarter of 2012, our gross margins improved for the third consecutive quarter and expanded 180 basis points year over year to 72.9%. This increase funded additional research and development investment associated with the pending launch of our Ascend Flex shoulder and additional investment in our U.S. sales organization. Looking towards the remainder of the year, we remain focused on capitalizing on the OrthoHelix acquisition and building value for our shareholders.”
Sales and Product Review
Tornier’s third quarter 2012 constant currency sales growth of 5.5% was led by its extremity product categories, which together posted constant currency growth of 6.9% over the third quarter of 2011. Within the extremity products group, the upper extremity joints and trauma category grew 7.9% in constant currency over the same quarter in 2011. This growth was led by
the Company’s shoulder arthroplasty portfolio, including theAequalis™ Ascend™ and theSimpliciti™stemless shoulder system, which continued to be highly accepted by surgeons. Tornier’s lower extremity joints and trauma category grew 0.1% in constant currency, with solid growth in its ankle arthroplasty line, including the market-leadingSalto®ankle arthroplasty system and the innovativeStabilis™ ankle fusion system, which was offset by a decline in fixation and trauma products. The sports medicine and biologics product category posted constant currency sales growth of 8.3% in the third quarter of 2012 year over year, and was led by the Company’sInsite®FTbone anchor and newly launchedDuo™ Instability System. Sales of the Company’s large joints and other product lines experienced a 1.0% decline on a constant currency basis versus the same quarter last year, primarily as a result of procedure declines in France, Spain and Italy.
On a geographic basis, Tornier’s third quarter 2012 international constant currency sales increased 6.2% as compared to the third quarter of 2011 and represented 41% of reported global sales. Sales in the United States increased 4.9% and represented 59% of reported global sales.
Outlook
Tornier updated its outlook for the remainder of 2012, taking into account continued U.S. distribution channel initiatives, European market conditions, anticipated new product launch timing and the recently completed acquisition of OrthoHelix. For the fourth quarter of 2012, the Company projects constant currency sales to be in the range of $77 to $80 million, inclusive of anticipated OrthoHelix sales of $7 to $8 million, representing constant currency growth of 11.5% to 15.9% over fourth quarter 2011 sales. Based on recent currency exchange rates, fourth quarter 2012 reported sales are projected to be in the range of $75.8 to $78.8 million, inclusive of anticipated OrthoHelix sales, representing reported growth of 10% to 14% over fourth quarter 2011 sales. Fourth quarter 2012 extremities product category sales, inclusive of anticipated OrthoHelix sales, are expected to grow 16% to 20% in constant currency. The Company projects adjusted EBITDA, as described in the GAAP to non-GAAP reconciliation provided later in this release, inclusive of OrthoHelix operations, for the fourth quarter of 2012 to be in the range of $9 to $11 million, or 12% to 14% of reported sales. OrthoHelix is expected to have a minor impact on adjusted EBITDA in the fourth quarter.
The Company projects 2012 constant currency sales to be in the range of $282.5 to $285.5 million, inclusive of anticipated OrthoHelix sales of $7 to $8 million, representing constant currency growth of 8.2% to 9.3%. Based on recent currency exchange rates, 2012 reported sales are projected to be in the range of $274 to $277 million, inclusive of anticipated OrthoHelix sales, representing reported growth of 5% to 6% over 2011 sales. Sales of the Tornier extremities product categories in 2012, inclusive of anticipated OrthoHelix sales, are expected to grow 10.8% to 11.8% in constant currency. The Company projects 2012 adjusted EBITDA to be in the range of $31 to $33 million, or 11% to 12% of reported sales, inclusive of the anticipated impact of OrthoHelix operations.
Anticipated facilities consolidation charges announced in the Company’s press release on April 13, 2012 and anticipated fourth quarter charges relating to the acquisition and integration of OrthoHelix are excluded from projected 2012 adjusted EBITDA. The Company anticipates that substantially all of the facility consolidation charges, estimated to be $6.5 to $7.0 million, will be
recorded in 2012, of which $1.2 to $1.7 million are expected to be recorded in the fourth quarter of 2012. The facility consolidation and acquisition and integration charges will be recorded as special charges within operating expenses and, thereby, excluded from adjusted EBITDA.
Please refer to the current report on Form 8-K filed by Tornier with the Securities and Exchange Commission today for definitions of non-GAAP financial measures used in this release and to the tables provided in this release for reconciliations of our non-GAAP financial measures to the most directly comparable GAAP measure.
Earnings Call Information
Tornier will host a conference call today at 4:30 p.m. eastern time to discuss its third quarter 2012 financial results and its updated outlook for 2012. The conference call will be available to interested parties through a live audio webcast available through the Company’s website atwww.tornier.com. Those without internet access may join the call from within the U.S. by dialing 1-877-673-5355; outside the U.S., dial +1-760-666-3805.
A telephone replay will be available for two weeks following the call by dialing 1-855-859-2056 for domestic participants and +1-404-537-3406 for international participants. When prompted, please enter the replay pin number 44525161. For those who are not available to listen to the live webcast, the call will be archived for one year on Tornier’s website.
Forward-Looking Statements
Statements contained in this release that relate to future, not past, events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations of future events and often can be identified by words such as “expect,” “should,” “project,” “anticipate,” “intend,” “will,” “may,” “believe,” “could,” “would,” “continue,” “outlook,” “guidance,” “future,” other words of similar meaning or the use of future dates. Examples of forward-looking statements in this release include Tornier’s financial guidance for the fourth quarter of 2012 and for the full year 2012, Tornier’s anticipated leadership in both the shoulder and the foot and ankle markets, anticipated facilities consolidation charges and the timing of such charges, and anticipated fourth quarter charges as a result of Tornier’s acquisition and integration of OrthoHelix. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause Tornier’s actual results to be materially different than those expressed in or implied by Tornier’s forward-looking statements. For Tornier, such uncertainties and risks include, among others, Tornier’s future operating results and financial performance, fluctuations in foreign currency exchange rates, the effect of global economic conditions, the European sovereign debt crisis, and austerity measures, risks associated with Tornier’s international operations and expansion, risks associated with Tornier’s recent acquisition of OrthoHelix and the new credit facility agreement, the timing of regulatory approvals and introduction of new products, physician acceptance, endorsement, and use of new products; the effect of regulatory actions, changes in and adoption of reimbursement rates, potential product recalls, competitor activities, the effect of changes in Tornier’s distribution channels and the costs and effects of litigation and changes in tax and other legislation. More detailed information on these and other factors that could affect Tornier’s actual results are described in Tornier’s filings with the U.S. Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. Tornier undertakes no obligation to update its forward-looking statements.
About Tornier
Tornier is a global medical device company focused on serving extremities specialists who treat orthopaedic conditions of the shoulder, elbow, wrist, hand, ankle and foot. The Company’s broad offering of over 100 product lines includes joint replacement, trauma, sports medicine, and biologic products to treat the extremities, as well as joint replacement products for the hip and knee in certain international markets. Since its founding approximately 70 years ago, Tornier’s “Specialists Serving Specialists” philosophy has fostered a tradition of innovation, intense focus on surgeon education, and commitment to advancement of orthopaedic technology stemming from its close collaboration with orthopaedic surgeons and thought leaders throughout the world. For more information regarding Tornier, visitwww.tornier.com.
Use of Non-GAAP Financial Measures
To supplement Tornier’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), Tornier uses certain non-GAAP financial measures in this release. Reconciliations of the non-GAAP financial measures used in this release to the most comparable U.S. GAAP measures for the respective periods can be found in tables later in this release immediately following the detail of revenue by geography. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for Tornier’s financial results prepared in accordance with GAAP.
Contact:
Shawn McCormick
Chief Financial Officer
952-426-7646
shawn.mccormick@tornier.com
Doug Kohrs
President and Chief Executive Officer
952-426-7606
dkohrs@tornier.com
Tornier N.V.
Consolidated Statements of Operations
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | (unaudited) | | | (unaudited) | |
| | September 30, 2012 | | | October 2, 2011 | | | September 30, 2012 | | | October 2, 2011 | |
Revenue | | $ | 58,015 | | | $ | 57,556 | | | $ | 198,487 | | | $ | 192,149 | |
Cost of goods sold | | | 15,730 | | | | 16,650 | | | | 54,944 | | | | 54,708 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 42,285 | | | | 40,906 | | | | 143,543 | | | | 137,441 | |
| | | 72.9 | % | | | 71.1 | % | | | 72.3 | % | | | 71.5 | % |
Operating expenses | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 38,524 | | | | 37,937 | | | | 124,157 | | | | 119,895 | |
Research and development | | | 5,260 | | | | 4,309 | | | | 16,329 | | | | 14,608 | |
Amortization of intangible assets | | | 2,730 | | | | 2,741 | | | | 8,013 | | | | 8,448 | |
Special charges | | | 6,503 | | | | 56 | | | | 9,413 | | | | 188 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 53,017 | | | | 45,043 | | | | 157,912 | | | | 143,139 | |
| | | | |
Operating (loss) | | | (10,732 | ) | | | (4,137 | ) | | | (14,369 | ) | | | (5,698 | ) |
| | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Interest income | | | 70 | | | | 145 | | | | 304 | | | | 415 | |
Interest expense | | | (481 | ) | | | (524 | ) | | | (1,430 | ) | | | (3,761 | ) |
Foreign currency transaction (loss) | | | (326 | ) | | | (228 | ) | | | (195 | ) | | | (81 | ) |
Loss on extinguishment of debt | | | — | | | | — | | | | — | | | | (29,475 | ) |
Other non-operating income | | | 56 | | | | 993 | | | | 54 | | | | 1,009 | |
| | | | | | | | | | | | | | | | |
Loss before income taxes | | | (11,413 | ) | | | (3,751 | ) | | | (15,636 | ) | | | (37,591 | ) |
Income tax (expense) benefit | | | (268 | ) | | | 2,114 | | | | (1,305 | ) | | | 9,116 | |
| | | | | | | | | | | | | | | | |
Consolidated net loss | | $ | (11,681 | ) | | $ | (1,637 | ) | | $ | (16,941 | ) | | $ | (28,475 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Net loss per share | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.29 | ) | | $ | (0.04 | ) | | $ | (0.43 | ) | | $ | (0.75 | ) |
| | | | |
Weighted average ordinary shares outstanding | | | | | | | | | | | | | | | | |
Basic and diluted | | | 39,708 | | | | 39,150 | | | | 39,537 | | | | 37,882 | |
Tornier N.V.
Condensed Consolidated Balance Sheets
(in thousands)
| | | | | | | | |
| | September 30, 2012 | | | January 1, 2012 | |
| | (unaudited) | | | | |
Assets | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 58,499 | | | $ | 54,706 | |
Accounts receivable, net | | | 42,704 | | | | 45,908 | |
Inventories | | | 81,368 | | | | 79,883 | |
Deferred income taxes and other current assets | | | 21,803 | | | | 18,375 | |
| | | | | | | | |
Total current assets | | | 204,374 | | | | 198,872 | |
| | |
Instruments, net | | | 48,528 | | | | 49,347 | |
Property, plant and equipment, net | | | 35,893 | | | | 33,353 | |
Goodwill and intangibles, net | | | 225,800 | | | | 228,209 | |
Deferred income taxes and other assets | | | 2,148 | | | | 1,919 | |
| | | | | | | | |
Total assets | | $ | 516,743 | | | $ | 511,700 | |
| | | | | | | | |
Liabilities and shareholders’ equity | | | | | | | | |
Current liabilities | | | | | | | | |
Short-term borrowing and current portion of long-term debt | | $ | 25,966 | | | $ | 18,011 | |
Accounts payable | | | 10,044 | | | | 12,020 | |
Accrued liabilities and deferred income taxes | | | 38,974 | | | | 35,443 | |
| | | | | | | | |
Total current liabilities | | | 74,984 | | | | 65,474 | |
| | |
Other long-term debt | | | 21,084 | | | | 21,900 | |
Deferred income taxes and other long-term liabilities | | | 24,016 | | | | 22,866 | |
| | | | | | | | |
Total liabilities | | | 120,084 | | | | 110,240 | |
| | |
Shareholders’ equity | | | 396,659 | | | | 401,460 | |
| | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 516,743 | | | $ | 511,700 | |
| | | | | | | | |
Tornier N.V.
Consolidated Statements of Cash Flow
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | (unaudited) | | | (unaudited) | |
| | September 30, 2012 | | | October 2, 2011 | | | September 30, 2012 | | | October 2, 2011 | |
Cash flows from operating activities | | | | | | | | | | | | | | | | |
Consolidated net loss | | $ | (11,681 | ) | | $ | (1,637 | ) | | $ | (16,941 | ) | | $ | (28,475 | ) |
| | | | |
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 7,051 | | | | 7,147 | | | | 21,398 | | | | 21,038 | |
Impairment of fixed assets | | | 79 | | | | — | | | | 1,028 | | | | — | |
Lease termination costs | | | 731 | | | | — | | | | 731 | | | | | |
Non-cash foreign currency (gain) loss | | | (594 | ) | | | (216 | ) | | | (217 | ) | | | 387 | |
Deferred income taxes | | | 305 | | | | (2,828 | ) | | | (147 | ) | | | (8,993 | ) |
Share-based compensation | | | 1,712 | | | | 1,831 | | | | 5,108 | | | | 4,741 | |
Non-cash interest expense and discount amortization | | | — | | | | — | | | | — | | | | 2,040 | |
Inventory obsolescence | | | 857 | | | | 1,348 | | | | 2,913 | | | | 3,814 | |
Loss on extinguishment of debt | | | — | | | | — | | | | — | | | | 29,475 | |
Incentive related to new facility lease | | | 703 | | | | — | | | | 703 | | | | — | |
Other non-cash items affecting earnings | | | 190 | | | | (683 | ) | | | 1,441 | | | | (347 | ) |
| | | | |
Changes in operating assets and liabilities | | | | | | | | | | | | | | | | |
Accounts receivable | | | 4,817 | | | | 3,123 | | | | 4,533 | | | | (534 | ) |
Inventories | | | (1,598 | ) | | | (4,335 | ) | | | (3,474 | ) | | | (11,015 | ) |
Accounts payable and accruals | | | (3,847 | ) | | | (5,460 | ) | | | (3,429 | ) | | | (3,449 | ) |
Other current assets and liabilities | | | (142 | ) | | | 261 | | | | (1,317 | ) | | | 3,556 | |
Other non-current assets and liabilities | | | (763 | ) | | | (55 | ) | | | (1,194 | ) | | | (1,277 | ) |
| | | | | | | | | | | | | | | | |
Net cash (used in) operating activities | | | (2,180 | ) | | | (1,504 | ) | | | 11,136 | | | | 10,961 | |
| | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | |
Acquisition-related cash payments | | | 433 | | | | (418 | ) | | | (3,656 | ) | | | (2,053 | ) |
Additions of instruments | | | (1,474 | ) | | | (6,586 | ) | | | (9,245 | ) | | | (15,042 | ) |
Purchases of property, plant, and equipment from lease incentives | | | (1,020 | ) | | | — | | | | (1,020 | ) | | | — | |
Purchases of property, plant and equipment | | | (3,162 | ) | | | (2,296 | ) | | | (6,866 | ) | | | (3,772 | ) |
| | | | | | | | | | | | | | | | |
Net cash provided by investing activities | | | (5,223 | ) | | | (9,300 | ) | | | (20,787 | ) | | | (20,867 | ) |
| | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | |
Change in short-term debt | | | 6,298 | | | | 8,579 | | | | 9,350 | | | | (8,185 | ) |
Repayments of long-term debt | | | (4,282 | ) | | | (2,443 | ) | | | (8,233 | ) | | | (6,458 | ) |
Proceeds from issuance of long-term debt | | | 136 | | | | 1,242 | | | | 5,172 | | | | 4,751 | |
Deferred financing costs | | | — | | | | (102 | ) | | | — | | | | (2,731 | ) |
Repayment of notes payable | | | — | | | | — | | | | — | | | | (116,108 | ) |
Issuance of ordinary shares | | | 937 | | | | 2,907 | | | | 7,108 | | | | 171,215 | |
| | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 3,089 | | | | 10,183 | | | | 13,397 | | | | 42,484 | |
| | | | |
Effect of currency exchange rates on cash and cash equivalents | | | 1,389 | | | | (3,264 | ) | | | 47 | | | | (1,568 | ) |
| | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | (2,925 | ) | | | (3,885 | ) | | | 3,793 | | | | 31,010 | |
| | | | |
Cash and cash equivalents at beginning of period | | | 61,424 | | | | 59,733 | | | | 54,706 | | | | 24,838 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 58,499 | | | $ | 55,848 | | | $ | 58,499 | | | $ | 55,848 | |
| | | | | | | | | | | | | | | | |
Tornier N.V.
Selected Revenue Information
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | (unaudited) | | | | | | (unaudited) | | | | |
| | September 30, 2012 | | | October 2, 2011 | | | Percent change | | | September 30, 2012 | | | October 2, 2011 | | | Percent change | |
Revenue by product category | | | | | | | | | | | | | | | | | | | | | | | | |
Upper extremity joints and trauma | | $ | 39,429 | | | $ | 37,690 | | | | 4.6 | % | | $ | 129,434 | | | $ | 120,640 | | | | 7.3 | % |
Lower extremity joints and trauma | | | 5,815 | | | | 5,943 | | | | -2.2 | % | | | 19,333 | | | | 19,023 | | | | 1.6 | % |
Sports medicine and biologics | | | 3,487 | | | | 3,329 | | | | 4.7 | % | | | 11,363 | | | | 10,769 | | | | 5.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total extremities | | | 48,731 | | | | 46,962 | | | | 3.8 | % | | | 160,130 | | | | 150,432 | | | | 6.4 | % |
Large joints and other | | | 9,284 | | | | 10,594 | | | | -12.4 | % | | | 38,357 | | | | 41,717 | | | | -8.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 58,015 | | | $ | 57,556 | | | | 0.8 | % | | $ | 198,487 | | | $ | 192,149 | | | | 3.3 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenue by geography | | | | | | | | | | | | | | | | | | | | | | | | |
United States | | $ | 34,377 | | | $ | 32,781 | | | | 4.9 | % | | $ | 110,647 | | | $ | 104,197 | | | | 6.2 | % |
International | | | 23,638 | | | | 24,775 | | | | -4.6 | % | | | 87,840 | | | | 87,952 | | | | -0.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 58,015 | | | $ | 57,556 | | | | 0.8 | % | | $ | 198,487 | | | $ | 192,149 | | | | 3.3 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Tornier N.V.
Reconciliation of Revenue to Non-GAAP Revenue on a Constant Currency Basis
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | |
| | | | | (unaudited) | | | | | | | |
| | September 30, 2012 | | | October 2, 2011 | | | | |
| | Revenue as reported | | | Foreign exchange impact as compared to prior period | | | Revenue on a constant currency basis | | | Revenue as reported | | | Percent change on a constant currency basis | |
Revenue by product category | | | | | | | | | | | | | | | | | | | | |
Upper extremity joints and trauma | | $ | 39,429 | | | $ | 1,225 | | | $ | 40,654 | | | $ | 37,690 | | | | 7.9 | % |
Lower extremity joints and trauma | | | 5,815 | | | | 136 | | | | 5,951 | | | | 5,943 | | | | 0.1 | % |
Sports medicine and biologics | | | 3,487 | | | | 119 | | | | 3,606 | | | | 3,329 | | | | 8.3 | % |
| | | | | | | | | | | | | | | | | | | | |
Total extremities | | | 48,731 | | | | 1,480 | | | | 50,211 | | | | 46,962 | | | | 6.9 | % |
Large joints and other | | | 9,284 | | | | 1,201 | | | | 10,485 | | | | 10,594 | | | | -1.0 | % |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 58,015 | | | $ | 2,681 | | | $ | 60,696 | | | $ | 57,556 | | | | 5.5 | % |
| | | | | | | | | | | | | | | | | | | | |
Revenue by geography | | | | | | | | | | | | | | | | | | | | |
United States | | $ | 34,377 | | | $ | — | | | $ | 34,377 | | | $ | 32,781 | | | | 4.9 | % |
International | | | 23,638 | | | | 2,681 | | | | 26,319 | | | | 24,775 | | | | 6.2 | % |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 58,015 | | | $ | 2,681 | | | $ | 60,696 | | | $ | 57,556 | | | | 5.5 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended | | | | |
| | | | | (unaudited) | | | | | | | |
| | September 30, 2012 | | | October 2, 2011 | | | | |
| | Revenue as reported | | | Foreign exchange impact as compared to prior period | | | Revenue on a constant currency basis | | | Revenue as reported | | | Percent change on a constant currency basis | |
Revenue by product category | | | | | | | | | | | | | | | | | | | | |
Upper extremity joints and trauma | | $ | 129,434 | | | $ | 3,038 | | | $ | 132,472 | | | $ | 120,640 | | | | 9.8 | % |
Lower extremity joints and trauma | | | 19,333 | | | | 338 | | | | 19,671 | | | | 19,023 | | | | 3.4 | % |
Sports medicine and biologics | | | 11,363 | | | | 276 | | | | 11,639 | | | | 10,769 | | | | 8.1 | % |
| | | | | | | | | | | | | | | | | | | | |
Total extremities | | | 160,130 | | | | 3,652 | | | | 163,782 | | | | 150,432 | | | | 8.9 | % |
Large joints and other | | | 38,357 | | | | 3,441 | | | | 41,798 | | | | 41,717 | | | | 0.2 | % |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 198,487 | | | $ | 7,093 | | | $ | 205,580 | | | $ | 192,149 | | | | 7.0 | % |
| | | | | | | | | | | | | | | | | | | | |
Revenue by geography | | | | | | | | | | | | | | | | | | | | |
United States | | $ | 110,647 | | | $ | — | | | $ | 110,647 | | | $ | 104,197 | | | | 6.2 | % |
International | | | 87,840 | | | | 7,093 | | | | 94,933 | | | | 87,952 | | | | 7.9 | % |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 198,487 | | | $ | 7,093 | | | $ | 205,580 | | | $ | 192,149 | | | | 7.0 | % |
| | | | | | | | | | | | | | | | | | | | |
Tornier N.V.
Reconciliation of Net Loss to
Non-GAAP Adjusted Earnings Before Interest, Taxes, Depreciation
and Amortization (EBITDA)
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | (unaudited) | | | (unaudited) | |
| | September 30, 2012 | | | October 2, 2011 | | | September 30, 2012 | | | October 2, 2011 | |
Revenue, as reported | | $ | 58,015 | | | $ | 57,556 | | | $ | 198,487 | | | $ | 192,149 | |
| | | | |
Net loss, as reported | | $ | (11,681 | ) | | $ | (1,637 | ) | | $ | (16,941 | ) | | $ | (28,475 | ) |
| | | | |
Interest income | | | (70 | ) | | | (145 | ) | | | (304 | ) | | | (415 | ) |
Interest expense | | | 481 | | | | 524 | | | | 1,430 | | | | 3,761 | |
Income tax expense (benefit) | | | 268 | | | | (2,114 | ) | | | 1,305 | | | | (9,116 | ) |
Depreciation | | | 4,321 | | | | 4,406 | | | | 13,385 | | | | 12,590 | |
Amortization | | | 2,730 | | | | 2,741 | | | | 8,013 | | | | 8,448 | |
| | | | | | | | | | | | | | | | |
Subtotal Non-GAAP EBITDA (Loss) | | | (3,951 | ) | | | 3,775 | | | | 6,888 | | | | (13,207 | ) |
| | | | |
Other non-operating (income) expense | | | (56 | ) | | | (993 | ) | | | (54 | ) | | | (1,009 | ) |
Foreign currency transaction (gain) loss | | | 326 | | | | 228 | | | | 195 | | | | 81 | |
Share-based compensation | | | 1,712 | | | | 1,831 | | | | 5,108 | | | | 4,741 | |
Loss on extinguishment of debt | | | — | | | | — | | | | — | | | | 29,475 | |
Inventory step-up from acquisition | | | 310 | | | | — | | | | 415 | | | | — | |
Special Charges | | | | | | | | | | | | | | | | |
Facilities consolidation | | | 2,786 | | | | — | | | | 5,254 | | | | — | |
Acquisition and integration costs | | | 902 | | | | — | | | | 970 | | | | — | |
Distribution channel transition costs | | | 820 | | | | — | | | | 820 | | | | — | |
Management exit costs | | | — | | | | — | | | | 374 | | | | — | |
Italy bad debt expense | | | 1,995 | | | | — | | | | 1,995 | | | | — | |
Other | | | — | | | | 45 | | | | — | | | | 188 | |
| | | | | | | | | | | | | | | | |
Non-GAAP Adjusted EBITDA | | $ | 4,844 | | | $ | 4,886 | | | $ | 21,965 | | | $ | 20,269 | |
| | | | | | | | | | | | | | | | |
Non-GAAP Adjusted EBITDA Margin | | | 8.3 | % | | | 8.5 | % | | | 11.1 | % | | | 10.5 | % |
| | | | | | | | | | | | | | | | |
Tornier N.V.
Reconciliation of Net Income (Loss) and Earnings per Share
to Adjusted Net Income (Loss) and Adjusted Earnings per Share
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | (unaudited) | | | (unaudited) | |
| | September 30, 2012 | | | October 2, 2011 | | | September 30, 2012 | | | October 2, 2011 | |
Net loss, as reported | | $ | (11,681 | ) | | $ | (1,637 | ) | | $ | (16,941 | ) | | $ | (28,475 | ) |
Loss on extinguishment of debt, net of tax | | | — | | | | — | | | | — | | | | 21,990 | |
Gain on resolution of contingent liability | | | — | | | | (1,000 | ) | | | — | | | | (1,000 | ) |
Inventory step-up from acquisition, net of tax | | | 250 | | | | — | | | | 335 | | | | — | |
Special Charges | | | | | | | | | | | | | | | | |
Facilities consolidation | | | 2,727 | | | | — | | | | 4,978 | | | | — | |
Acquisition and integration costs | | | 902 | | | | — | | | | 970 | | | | — | |
Distribution channel transition costs | | | 820 | | | | — | | | | 820 | | | | — | |
Management exit costs | | | — | | | | — | | | | 374 | | | | — | |
Italy bad debt expense | | | 1,995 | | | | — | | | | 1,995 | | | | — | |
Other | | | — | | | | 45 | | | | — | | | | 188 | |
| | | | | | | | | | | | | | | | |
Non-GAAP Adjusted Net loss | | | (4,987 | ) | | | (2,592 | ) | | | (7,469 | ) | | | (7,297 | ) |
| | | | | | | | | | | | | | | | |
Net loss per share, as reported | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.29 | ) | | $ | (0.04 | ) | | $ | (0.43 | ) | | $ | (0.75 | ) |
| | | | |
Loss on extinguishment of debt, net of tax | | | — | | | | — | | | | — | | | | 0.58 | |
Gain on resolution of contingent liability | | | — | | | | (0.03 | ) | | | — | | | | (0.02 | ) |
Inventory step-up from acquisition, net of tax | | | 0.01 | | | | — | | | | 0.01 | | | | — | |
Special Charges | | | | | | | | | | | | | | | | |
Facilities consolidation | | | 0.06 | | | | — | | | | 0.13 | | | | — | |
Acquisition and integration costs | | | 0.02 | | | | — | | | | 0.02 | | | | — | |
Distribution channel transition costs | | | 0.02 | | | | — | | | | 0.02 | | | | — | |
Management exit costs | | | — | | | | — | | | | 0.01 | | | | — | |
Italy bad debt expense | | | 0.05 | | | | — | | | | 0.05 | | | | — | |
Other | | | — | | | | 0.00 | | | | — | | | | 0.00 | |
| | | | | | | | | | | | | | | | |
Non-GAAP Adjusted Net loss per share | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.13 | ) | | $ | (0.07 | ) | | $ | (0.19 | ) | | $ | (0.19 | ) |
| | | | | | | | | | | | | | | | |
Weighted average ordinary shares outstanding | | | | | | | | | | | | | | | | |
Basic and diluted | | | 39,708 | | | | 39,150 | | | | 39,537 | | | | 37,882 | |
Tornier N.V.
Reconciliation of Net Cash Provided by (Used in) Operating Activities
to Non-GAAP Free Cash Flow
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | (unaudited) | | | (unaudited) | |
| | September 30, 2012 | | | October 2, 2011 | | | September 30, 2012 | | | October 2, 2011 | |
Net cash provided by (used in) operating activities, as reported | | $ | (2,180 | ) | | $ | (1,504 | ) | | $ | 11,136 | | | $ | 10,961 | |
| | | | |
Adjusted for: | | | | | | | | | | | | | | | | |
Cash paid related to Facilities Consolidation | | | 1,632 | | | | — | | | | 2,595 | | | | — | |
Additions of instruments, as reported | | | (1,474 | ) | | | (6,586 | ) | | | (9,245 | ) | | | (15,042 | ) |
Purchases of property, plant and equipment, as reported | | | (4,182 | ) | | | (2,296 | ) | | | (7,886 | ) | | | (3,772 | ) |
Purchases of property, plant and equipment related to Facilities Consolidation | | | 2,069 | | | | — | | | | 2,361 | | | | — | |
| | | | | | | | | | | | | | | | |
Non-GAAP Adjusted free cash flow | | $ | (4,135 | ) | | $ | (10,386 | ) | | $ | (1,039 | ) | | $ | (7,853 | ) |
| | | | | | | | | | | | | | | | |