About Wright Medical
Wright Medical Group, Inc. is a global orthopaedic medical device
company and a leading provider of surgical solutions for the foot and
ankle market. The Company specializes in the design, manufacture and
marketing of devices and biologic products for extremity, hip and knee
repair and reconstruction. The Company has been in business for more
than 60 years and markets its products in over 60 countries worldwide.
For more information about Wright Medical, visit the Company's website
at
www.wmt.com.
Non-GAAP Financial Measures
The Company uses non-GAAP financial measures, such as net sales,
excluding the impact of foreign currency; operating income, as adjusted;
net income, as adjusted; net income, as adjusted, per diluted share;
effective tax rate, as adjusted; and free cash flow. The Company's
management believes that the presentation of these measures provides
useful information to investors. These measures may assist investors in
evaluating the Company's operations, period over period. The measures
exclude such items as costs related to the U.S. governmental inquiries
and the DPA, costs associated with distributor conversions and
non-competes, restructuring charges, transaction costs, charges
associated with the Company's liability for PROFEMUR
® long
modular neck claims, costs related to settlement of certain employment
matters and the hiring of a new CEO, and non-cash stock-based expense,
all of which may be highly variable, difficult to predict and of a size
that could have substantial impact on the Company's reported results of
operations for a period. Management uses these measures internally for
evaluation of the performance of the business, including the allocation
of resources and the evaluation of results relative to employee
performance compensation targets. Investors should consider these
non-GAAP measures only as a supplement to, not as a substitute for or as
superior to, measures of financial performance prepared in accordance
with GAAP.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” as defined
under U.S. federal securities laws, including statements regarding
potential actions by the USAO, independent monitor, OIG and other
agencies or their potential impact. These statements reflect
management's current knowledge, assumptions, beliefs, estimates, and
expectations and express management's current views of future
performance, results, and trends and may be identified by their use of
terms such as anticipate, believe, could, estimate, expect, intend, may,
plan, predict, project, will, and other similar terms. Forward-looking
statements are subject to a number of risks and uncertainties that could
cause our actual results to materially differ from those described in
the forward-looking statements. The reader should not place undue
reliance on forward-looking statements. Such statements are made as of
the date of this press release, and we undertake no obligation to update
such statements after this date.
Risks and uncertainties that
could cause our actual results to materially differ from those described
in forward-looking statements include those discussed in our filings
with the Securities and Exchange Commission (including those described
in Item 1A of our Annual Report on Form 10-K for the year ended December
31, 2011 and our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2012, under the heading “Risk Factors” and elsewhere); future
actions of the FDA or any other regulatory body or government authority
that could delay, limit or suspend product development, manufacturing or
sale or result in seizures, injunctions, monetary sanctions or criminal
or civil liabilities; the impact of any such future actions of the FDA
or any other regulatory body or government authority on our settlement
of the federal investigation into our consulting arrangements with
orthopaedic surgeons relating to our hip and knee products in the United
States; the impact of such settlement of the federal investigation into
our consulting arrangements with orthopaedic surgeons relating to our
hip and knee products in the United States, including our compliance
with the Deferred Prosecution Agreement through September 2012 and the
Corporate Integrity Agreement through September 2015; and compliance
reviews, the results of which may be required to be disclosed to
government authorities, and which may uncover violations of law,
including strict liability provisions of the federal Food, Drug and
Cosmetic Act, that could lead to adverse action by the FDA or others.
Our failure to comply with the Deferred Prosecution Agreement or the
Corporate Integrity Agreement could expose us to significant liability
including, but not limited to, exclusion from federal healthcare program
participation, including Medicaid and Medicare, which would have a
material adverse effect on our financial condition, results of
operations and cash flows, potential prosecution, including under the
previously-filed criminal complaint, civil and criminal fines or
penalties, and additional litigation cost and expense. In addition, a
breach of the DPA or the CIA could result in an event of default under
the Senior Credit Facility, which in turn could result in an event of
default under the Indenture.
Additional risks and uncertainties that could cause our actual
results to materially differ from those described in forward-looking
statements include the possibility of litigation brought by
shareholders, including private securities litigation and shareholder
derivative suits, which if initiated, could divert management's
attention, harm our business and/or reputation and result in significant
liabilities; demand for and market acceptance of our new and existing
products; future actions of governmental authorities and other third
parties; tax measures; business development and growth opportunities;
product quality or patient safety issues; products liability claims;
enforcement of our intellectual property rights; the geographic and
product mix impact on our sales; retention of sales representatives and
independent distributors; inventory reductions or fluctuations in buying
patterns by wholesalers or distributors; ability to realize the
anticipated benefits of restructuring initiatives; impact of the
commercial and credit environment on us and our customers and suppliers;
and in the implementation of our new compliance enhancements, including
the duration and severity of delays related to medical education,
research and development and clinical studies, and the impact of any
such delays on our relationships with customers.
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Wright Medical Group, Inc.
Condensed Consolidated
Statements of Operations(in thousands, except per share
data--unaudited)
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Three Months Ended
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Six Months Ended
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June 30, 2012
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June 30, 2011
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June 30, 2012
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June 30, 2011
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Net sales
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$
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123,280
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$
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132,505
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$
|
249,936
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$
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267,891
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Cost of sales
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38,434
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41,504
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75,240
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80,272
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Cost of Sales - restructuring
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—
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—
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435
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—
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Gross profit
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84,846
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91,001
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174,261
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187,619
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Operating expenses:
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Selling, general and administrative
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72,862
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70,821
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145,210
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145,646
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Research and development
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6,744
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7,807
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12,965
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17,014
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Amortization of intangible assets
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1,254
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677
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1,996
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1,367
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Restructuring charges
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710
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—
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1,153
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—
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Total operating expenses
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81,570
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79,305
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161,324
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164,027
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Operating income
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3,276
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11,696
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12,937
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23,592
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Interest expense, net
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1,887
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1,475
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3,694
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3,310
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Other (income) expense, net
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(153
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)
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257
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8
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4,716
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Income before income taxes
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1,542
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9,964
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9,235
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15,566
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Provision for income taxes
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832
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3,817
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3,964
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5,827
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Net income
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$
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710
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$
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6,147
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$
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5,271
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$
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9,739
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Net income per share, basic
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$
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0.02
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$
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0.16
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$
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0.14
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$
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0.26
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Net income per share, diluted
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$
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0.02
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|
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$
|
0.16
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$
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0.14
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$
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0.25
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Weighted-average number of shares outstanding-basic
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38,715
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38,240
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38,604
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38,137
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Weighted-average number of shares outstanding-diluted
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38,997
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39,261
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38,898
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38,347
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Wright Medical Group, Inc.
Consolidated Sales
Analysis(dollars in thousands--unaudited)
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Three Months Ended
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Six Months Ended
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June 30, 2012
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June 30, 2011
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%
change
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June 30, 2012
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June 30, 2011
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%
change
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Geographic
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Domestic
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$
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69,216
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$
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75,354
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(8.1
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%)
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$
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139,278
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$
|
153,296
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(9.1
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%)
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International
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54,064
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57,151
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(5.4
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%)
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110,658
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114,595
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(3.4
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%)
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Total net sales
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$
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123,280
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$
|
132,505
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(7.0
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%)
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$
|
249,936
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$
|
267,891
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(6.7
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%)
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Three Months Ended
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Six Months Ended
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June 30, 2012
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June 30, 2011
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%
change
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June 30, 2012
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June 30, 2011
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%
change
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OrthoRecon
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Hips
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$
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40,073
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$
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45,544
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(12.0
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%)
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$
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81,573
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$
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91,441
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(10.8
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%)
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Knees
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30,189
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33,392
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(9.6
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%)
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61,271
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66,225
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(7.5
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%)
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Other
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1,054
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1,329
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(20.7
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%)
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2,255
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2,618
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(13.9
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%)
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Total OrthoRecon
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71,316
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80,265
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(11.1
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%)
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|
145,099
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160,284
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(9.5
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%)
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Extremities
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Foot and Ankle
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28,880
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25,804
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11.9
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%
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58,507
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52,529
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11.4
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%
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Upper Extremity
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6,349
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6,949
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(8.6
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%)
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12,894
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14,497
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(11.1
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%)
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Biologics
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15,454
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17,929
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(13.8
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%)
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|
30,641
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37,236
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(17.7
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%)
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Other
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1,281
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1,558
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(17.8
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%)
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2,795
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3,345
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(16.4
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%)
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Total Extremities
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51,964
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52,240
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(0.5
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%)
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|
104,837
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|
|
|
107,607
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(2.6
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%)
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|
|
|
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|
|
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Total Sales
|
|
|
$
|
123,280
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|
|
|
$
|
132,505
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|
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(7.0
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%)
|
|
|
$
|
249,936
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|
|
|
$
|
267,891
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|
(6.7
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%)
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Wright Medical Group, Inc.
Supplemental Sales
Information(unaudited)
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Second Quarter 2012 Sales Growth
|
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|
Domestic
As
Reported
|
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|
Int'l
Constant
Currency
|
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|
Int'l
As
Reported
|
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Total
Constant
Currency
|
|
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Total
As
Reported
|
|
OrthoRecon
|
|
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|
|
|
|
|
|
|
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|
|
|
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Hips
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|
(19%)
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|
|
(4%)
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|
|
(8%)
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|
|
(10%)
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|
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(12%)
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Knees
|
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(15%)
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|
0%
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(3%)
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|
|
(8%)
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|
|
(10%)
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Other
|
|
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(13%)
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(19%)
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|
|
(22%)
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|
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(18%)
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|
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(21%)
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Total OrthoRecon
|
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(17%)
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|
|
(3%)
|
|
|
(7%)
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|
|
(9%)
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|
|
(11%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extremities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foot and Ankle
|
|
|
11%
|
|
|
23%
|
|
|
14%
|
|
|
13%
|
|
|
12%
|
|
Upper Extremity
|
|
|
(10%)
|
|
|
(1%)
|
|
|
(4%)
|
|
|
(8%)
|
|
|
(9%)
|
|
Biologics
|
|
|
(16%)
|
|
|
0%
|
|
|
(3%)
|
|
|
(13%)
|
|
|
(14%)
|
|
Other
|
|
|
25%
|
|
|
(27%)
|
|
|
(32%)
|
|
|
(14%)
|
|
|
(18%)
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|
Total Extremities
|
|
|
(1%)
|
|
|
7%
|
|
|
1%
|
|
|
1%
|
|
|
(1%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales
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|
(8%)
|
|
|
(1%)
|
|
|
(5%)
|
|
|
(5%)
|
|
|
(7%)
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|
|
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Sales as a % of Total Sales
|
|
|
|
|
Three Months Ended June 30, 2012
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Six Months Ended June 30, 2012
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Domestic
|
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International
|
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Total
|
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Domestic
|
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International
|
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|
Total
|
|
OrthoRecon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hips
|
|
|
11%
|
|
|
22%
|
|
|
33%
|
|
|
10%
|
|
|
22%
|
|
|
33%
|
|
Knees
|
|
|
12%
|
|
|
12%
|
|
|
24%
|
|
|
12%
|
|
|
12%
|
|
|
25%
|
|
Other
|
|
|
0%
|
|
|
1%
|
|
|
1%
|
|
|
0%
|
|
|
1%
|
|
|
1%
|
|
Total OrthoRecon
|
|
|
23%
|
|
|
35%
|
|
|
58%
|
|
|
23%
|
|
|
35%
|
|
|
58%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extremities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foot and Ankle
|
|
|
19%
|
|
|
4%
|
|
|
23%
|
|
|
19%
|
|
|
4%
|
|
|
23%
|
|
Upper Extremity
|
|
|
4%
|
|
|
2%
|
|
|
5%
|
|
|
4%
|
|
|
2%
|
|
|
5%
|
|
Biologics
|
|
|
10%
|
|
|
3%
|
|
|
13%
|
|
|
10%
|
|
|
2%
|
|
|
12%
|
|
Other
|
|
|
0%
|
|
|
1%
|
|
|
1%
|
|
|
0%
|
|
|
1%
|
|
|
1%
|
|
Total Extremities
|
|
|
33%
|
|
|
9%
|
|
|
42%
|
|
|
33%
|
|
|
9%
|
|
|
42%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales
|
|
|
56%
|
|
|
44%
|
|
|
100%
|
|
|
56%
|
|
|
44%
|
|
|
100%
|
|
|
|
|
|
|
|
|
|
Wright Medical Group, Inc.
Reconciliation of Net
Sales to Net Sales Excluding the Impact of Foreign Currency(dollars
in thousands--unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
June 30, 2012
|
|
|
June 30, 2012
|
|
|
|
|
International
Net Sales
|
|
|
Total
Net Sales
|
|
|
International
Net Sales
|
|
|
Total
Net Sales
|
|
Net sales, as reported
|
|
|
$
|
54,064
|
|
|
$
|
123,280
|
|
|
$
|
110,658
|
|
|
$
|
249,936
|
|
Currency impact as compared to prior period
|
|
|
2,406
|
|
|
2,406
|
|
|
2,574
|
|
|
2,574
|
|
Net sales, excluding the impact
of foreign currency
|
|
|
$
|
56,470
|
|
|
$
|
125,686
|
|
|
$
|
113,232
|
|
|
$
|
252,510
|
|
|
|
|
|
|
|
|
|
Wright Medical Group, Inc.
Reconciliation of As
Reported Results to Non-GAAP Financial Measures(in
thousands, except per share data--unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income, as reported
|
|
|
$
|
3,276
|
|
|
|
$
|
11,696
|
|
|
|
$
|
12,937
|
|
|
|
$
|
23,592
|
|
|
Reconciling items impacting Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash, stock-based compensation
|
|
|
348
|
|
|
|
360
|
|
|
|
694
|
|
|
|
707
|
|
|
Cost of sales - restructuring
|
|
|
—
|
|
|
|
—
|
|
|
|
435
|
|
|
|
—
|
|
|
Inventory step-up amortization
|
|
|
48
|
|
|
|
—
|
|
|
|
96
|
|
|
|
—
|
|
|
Total
|
|
|
396
|
|
|
|
360
|
|
|
|
1,225
|
|
|
|
707
|
|
|
Reconciling items impacting Selling, General and Administrative
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash, stock-based compensation
|
|
|
2,805
|
|
|
|
1,300
|
|
|
|
4,691
|
|
|
|
3,368
|
|
|
DPA related
|
|
|
2,072
|
|
|
|
2,385
|
|
|
|
4,940
|
|
|
|
4,567
|
|
|
Distributor conversions
|
|
|
208
|
|
|
|
—
|
|
|
|
208
|
|
|
|
—
|
|
|
Total
|
|
|
5,085
|
|
|
|
3,685
|
|
|
|
9,839
|
|
|
|
7,935
|
|
|
Reconciling items impacting Research and Development expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash, stock-based compensation
|
|
|
236
|
|
|
|
(53
|
)
|
|
|
387
|
|
|
|
392
|
|
|
Reconciling items impacting Amortization of Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of distributor non-competes
|
|
|
571
|
|
|
|
—
|
|
|
|
571
|
|
|
|
—
|
|
|
Other Reconciling Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges
|
|
|
710
|
|
|
|
—
|
|
|
|
1,153
|
|
|
|
—
|
|
|
Operating income, as adjusted
|
|
|
$
|
10,274
|
|
|
|
$
|
15,688
|
|
|
|
$
|
26,112
|
|
|
|
$
|
32,626
|
|
|
Operating income, as adjusted, as a
percentage of net sales
|
|
|
8.3
|
%
|
|
|
11.8
|
%
|
|
|
10.4
|
%
|
|
|
12.2
|
%
|
|
|
|
|
|
|
|
|
|
Wright Medical Group, Inc.
Reconciliation of As
Reported Results to Non-GAAP Financial Measures(in
thousands, except per share data--unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes, as reported
|
|
|
$
|
1,542
|
|
|
|
$
|
9,964
|
|
|
|
$
|
9,235
|
|
|
|
$
|
15,566
|
|
|
Pre-tax impact of reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash, stock-based compensation
|
|
|
3,389
|
|
|
|
1,607
|
|
|
|
5,772
|
|
|
|
4,467
|
|
|
DPA related
|
|
|
2,072
|
|
|
|
2,385
|
|
|
|
4,940
|
|
|
|
4,567
|
|
|
Restructuring charges
|
|
|
710
|
|
|
|
—
|
|
|
|
1,588
|
|
|
|
—
|
|
|
Inventory step-up amortization
|
|
|
48
|
|
|
|
—
|
|
|
|
96
|
|
|
|
—
|
|
|
Distributor conversion and non-competes
|
|
|
779
|
|
|
|
—
|
|
|
|
779
|
|
|
|
—
|
|
|
Deferred financing fees and transaction costs associated with
Convertible Notes Tender Offer
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,099
|
|
|
Income before taxes, as adjusted
|
|
|
8,540
|
|
|
|
13,956
|
|
|
|
22,410
|
|
|
|
28,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes, as reported
|
|
|
832
|
|
|
|
3,817
|
|
|
|
3,964
|
|
|
|
5,827
|
|
|
Non-cash, stock-based compensation
|
|
|
1,090
|
|
|
|
219
|
|
|
|
1,384
|
|
|
|
1,066
|
|
|
DPA related
|
|
|
681
|
|
|
|
930
|
|
|
|
2,149
|
|
|
|
1,782
|
|
|
Restructuring charges
|
|
|
276
|
|
|
|
—
|
|
|
|
620
|
|
|
|
—
|
|
|
Inventory step-up amortization
|
|
|
18
|
|
|
|
—
|
|
|
|
37
|
|
|
|
—
|
|
|
Distributor conversion and non-competes
|
|
|
339
|
|
|
|
—
|
|
|
|
339
|
|
|
|
—
|
|
|
Deferred financing fees and transaction costs associated with
Convertible Notes Tender Offer
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,599
|
|
|
Provision for income taxes, as adjusted
|
|
|
$
|
3,236
|
|
|
|
$
|
4,966
|
|
|
|
$
|
8,493
|
|
|
|
$
|
10,274
|
|
|
Effective tax rate, as adjusted
|
|
|
37.9
|
%
|
|
|
35.6
|
%
|
|
|
37.9
|
%
|
|
|
35.8
|
%
|
|
Net income, as adjusted
|
|
|
$
|
5,304
|
|
|
|
$
|
8,990
|
|
|
|
$
|
13,917
|
|
|
|
$
|
18,425
|
|
|
|
|
|
|
|
|
|
|
Wright Medical Group, Inc.
Reconciliation of As
Reported Results to Non-GAAP Financial Measures
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
|
|
|
As Reported
|
|
|
As Adjusted
|
|
|
As Reported
|
|
|
As Adjusted
|
|
Basic net income
|
|
|
$
|
710
|
|
|
$
|
5,304
|
|
|
$
|
6,147
|
|
|
|
$
|
8,990
|
|
|
Interest expense on convertible notes
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
137
|
|
|
|
|
137
|
|
|
Diluted net income
|
|
|
$
|
710
|
|
|
$
|
5,304
|
|
|
$
|
6,284
|
|
|
|
$
|
9,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic shares
|
|
|
|
38,715
|
|
|
|
38,715
|
|
|
|
38,240
|
|
|
|
|
38,240
|
|
|
Dilutive effect of stock options and restricted shares
|
|
|
|
282
|
|
|
|
282
|
|
|
|
130
|
|
|
|
|
130
|
|
|
Dilutive effect of convertible notes
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
891
|
|
|
|
|
891
|
|
|
Diluted shares
|
|
|
|
38,997
|
|
|
|
38,997
|
|
|
|
39,261
|
|
|
|
|
39,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share, diluted
|
|
|
$
|
0.02
|
|
|
$
|
0.14
|
|
|
$
|
0.16
|
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
|
|
|
As Reported
|
|
|
As Adjusted
|
|
|
As Reported
|
|
|
As Adjusted
|
|
Basic net income
|
|
|
$
|
5,271
|
|
|
$
|
13,917
|
|
|
$
|
9,739
|
|
|
|
$
|
18,425
|
|
|
Interest expense on convertible notes
|
|
|
|
N/A
|
|
|
|
275
|
|
|
|
N/A
|
|
|
|
|
929
|
|
|
Diluted net income
|
|
|
$
|
5,271
|
|
|
$
|
14,192
|
|
|
$
|
9,739
|
|
|
|
$
|
19,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic shares
|
|
|
|
38,604
|
|
|
|
38,604
|
|
|
|
38,137
|
|
|
|
|
38,137
|
|
|
Dilutive effect of stock options and restricted shares
|
|
|
|
294
|
|
|
|
294
|
|
|
|
210
|
|
|
|
|
210
|
|
|
Dilutive effect of convertible notes
|
|
|
|
N/A
|
|
|
|
891
|
|
|
|
N/A
|
|
|
|
|
2,927
|
|
|
Diluted shares
|
|
|
|
38,898
|
|
|
|
39,789
|
|
|
|
38,347
|
|
|
|
|
41,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share, diluted
|
|
|
$
|
0.14
|
|
|
$
|
0.36
|
|
|
$
|
0.25
|
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
Net Income per Diluted Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, as reported, per diluted share
|
|
|
$
|
0.02
|
|
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
|
$
|
0.25
|
|
|
Interest expense on convertible notes
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0.01
|
|
|
|
|
0.02
|
|
|
Effect of convertible notes on diluted shares
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
(0.01
|
)
|
|
|
|
(0.02
|
)
|
|
Non-cash, stock-based compensation
|
|
|
|
0.06
|
|
|
|
0.04
|
|
|
|
0.11
|
|
|
|
|
0.08
|
|
|
DPA related
|
|
|
|
0.04
|
|
|
|
0.04
|
|
|
|
0.08
|
|
|
|
|
0.07
|
|
|
Restructuring charges
|
|
|
|
0.01
|
|
|
|
—
|
|
|
|
0.02
|
|
|
|
|
—
|
|
|
Inventory step-up amortization
|
|
|
|
0.00
|
|
|
|
—
|
|
|
|
0.00
|
|
|
|
|
0.00
|
|
|
Distributor conversion and non-competes
|
|
|
|
0.01
|
|
|
|
—
|
|
|
|
0.01
|
|
|
|
|
—
|
|
|
Deferred financing fees and transaction costs associated with
Convertible Notes Tender Offer
|
|
|
|
N/A
|
|
|
|
—
|
|
|
|
N/A
|
|
|
|
|
0.06
|
|
|
Net income, as adjusted, per diluted share
|
|
|
$
|
0.14
|
|
|
$
|
0.23
|
|
|
$
|
0.36
|
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
|
Wright Medical Group, Inc.
Reconciliation of Free
Cash Flow(dollars in thousands--unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
|
|
June 30, 2012
|
|
|
June 30, 2011
|
|
Net cash provided by operating activities
|
|
|
22,033
|
|
|
|
20,868
|
|
|
|
|
41,113
|
|
|
|
39,016
|
|
|
Capital expenditures
|
|
|
(4,042
|
)
|
|
|
(13,291
|
)
|
|
|
|
(8,573
|
)
|
|
|
(23,376
|
)
|
|
Free cash flow
|
|
|
17,991
|
|
|
|
7,577
|
|
|
|
|
32,540
|
|
|
|
15,640
|
|
|
|
|
|
|
|
WRIGHT MEDICAL GROUP, INC.
Segment Income Statement
(In
thousands, except share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2012
|
|
|
|
|
OrthoRecon
|
|
|
Extremities
|
|
|
Corporate
|
|
|
Other
(1)
|
|
|
Total
|
|
Net sales
|
|
|
$
|
71,316
|
|
|
|
$
|
51,964
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
123,280
|
|
|
Cost of sales
|
|
|
26,485
|
|
|
|
11,553
|
|
|
|
—
|
|
|
|
396
|
|
|
|
38,434
|
|
|
Gross profit
|
|
|
44,831
|
|
|
|
40,411
|
|
|
|
—
|
|
|
|
(396
|
)
|
|
|
84,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
30,720
|
|
|
|
24,336
|
|
|
|
12,721
|
|
|
|
5,085
|
|
|
|
72,862
|
|
|
Research and development
|
|
|
3,141
|
|
|
|
3,367
|
|
|
|
—
|
|
|
|
236
|
|
|
|
6,744
|
|
|
Amortization of intangible assets
|
|
|
83
|
|
|
|
600
|
|
|
|
—
|
|
|
|
571
|
|
|
|
1,254
|
|
|
Restructuring charges
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
710
|
|
|
|
710
|
|
|
Total operating expenses
|
|
|
33,944
|
|
|
|
28,303
|
|
|
|
12,721
|
|
|
|
6,602
|
|
|
|
81,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
$
|
10,887
|
|
|
|
$
|
12,108
|
|
|
|
$
|
(12,721
|
)
|
|
|
$
|
(6,998
|
)
|
|
|
$
|
3,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income as a percent of net sales
|
|
|
15.3
|
%
|
|
|
23.3
|
%
|
|
|
N/A
|
|
|
N/A
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2012
|
|
|
|
|
OrthoRecon
|
|
|
Extremities
|
|
|
Corporate
|
|
|
Other
|
|
|
Total
|
|
Depreciation expense
|
|
|
$
|
6,175
|
|
|
|
$
|
2,789
|
|
|
|
$
|
588
|
|
|
|
$
|
—
|
|
|
|
$
|
9,552
|
|
|
Amortization expense
|
|
|
83
|
|
|
|
600
|
|
|
|
—
|
|
|
|
571
|
|
|
|
1,254
|
|
|
Capital expenditures
|
|
|
680
|
|
|
|
2,277
|
|
|
|
1,085
|
|
|
|
—
|
|
|
|
4,042
|
|
|
______________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Other consists exclusively of the reconciling items
from Operating Income, as reported, to Operating Income, as
adjusted, as included in the reconciliations above.
|
|
|
|
|
|
|
WRIGHT MEDICAL GROUP, INC.
Segment Income Statement
(continued)
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2011
|
|
|
|
|
OrthoRecon
|
|
|
Extremities
|
|
|
Corporate
|
|
|
Other
(1)
|
|
|
Total
|
|
Net sales
|
|
|
$
|
80,267
|
|
|
|
$
|
52,238
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
132,505
|
|
|
Cost of sales
|
|
|
25,865
|
|
|
|
15,279
|
|
|
|
—
|
|
|
|
360
|
|
|
|
41,504
|
|
|
Gross profit
|
|
|
54,402
|
|
|
|
36,959
|
|
|
|
—
|
|
|
|
(360
|
)
|
|
|
91,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
32,125
|
|
|
|
21,499
|
|
|
|
13,512
|
|
|
|
3,685
|
|
|
|
70,821
|
|
|
Research and development
|
|
|
4,552
|
|
|
|
3,308
|
|
|
|
—
|
|
|
|
(53
|
)
|
|
|
7,807
|
|
|
Amortization of intangible assets
|
|
|
106
|
|
|
|
571
|
|
|
|
—
|
|
|
|
—
|
|
|
|
677
|
|
|
Total operating expenses
|
|
|
36,783
|
|
|
|
25,378
|
|
|
|
13,512
|
|
|
|
3,632
|
|
|
|
79,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
$
|
17,619
|
|
|
|
$
|
11,581
|
|
|
|
$
|
(13,512
|
)
|
|
|
$
|
(3,992
|
)
|
|
|
$
|
11,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income as a percent of net sales
|
|
|
22.0
|
%
|
|
|
22.2
|
%
|
|
|
N/A
|
|
|
N/A
|
|
|
8.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2011
|
|
|
|
|
OrthoRecon
|
|
|
Extremities
|
|
|
Corporate
|
|
|
Other
|
|
|
Total
|
|
Depreciation expense
|
|
|
$
|
6,629
|
|
|
|
$
|
2,640
|
|
|
|
$
|
527
|
|
|
|
$
|
—
|
|
|
|
$
|
9,796
|
|
|
Amortization expense
|
|
|
106
|
|
|
|
571
|
|
|
|
—
|
|
|
|
—
|
|
|
|
677
|
|
|
Capital expenditures
|
|
|
6,197
|
|
|
|
2,535
|
|
|
|
4,559
|
|
|
|
—
|
|
|
|
13,291
|
|
|
____________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Other consists exclusively of the reconciling items
from Operating Income, as reported, to Operating Income, as
adjusted, as included in the reconciliations above.
|
|
|
|
|
|
|
WRIGHT MEDICAL GROUP, INC.Segment Income Statement(continued)
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2012
|
|
|
|
|
OrthoRecon
|
|
|
Extremities
|
|
|
Corporate
|
|
|
Other
(1)
|
|
|
Total
|
|
Net sales
|
|
|
$
|
145,099
|
|
|
|
$
|
104,837
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
249,936
|
|
Cost of sales
|
|
|
51,688
|
|
|
|
22,762
|
|
|
|
—
|
|
|
|
1,225
|
|
|
|
75,675
|
|
Gross profit
|
|
|
93,411
|
|
|
|
82,075
|
|
|
|
—
|
|
|
|
(1,225
|
)
|
|
|
174,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
62,060
|
|
|
|
48,422
|
|
|
|
24,889
|
|
|
|
9,839
|
|
|
|
145,210
|
|
Research and development
|
|
|
5,927
|
|
|
|
6,651
|
|
|
|
—
|
|
|
|
387
|
|
|
|
12,965
|
|
Amortization of intangible assets
|
|
|
217
|
|
|
|
1,208
|
|
|
|
—
|
|
|
|
571
|
|
|
|
1,996
|
|
Restructuring charges
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,153
|
|
|
|
1,153
|
|
Total operating expenses
|
|
|
68,204
|
|
|
|
56,281
|
|
|
|
24,889
|
|
|
|
11,950
|
|
|
|
161,324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
$
|
25,207
|
|
|
|
$
|
25,794
|
|
|
|
$
|
(24,889
|
)
|
|
|
$
|
(13,175
|
)
|
|
|
$
|
12,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income as a percent of net sales
|
|
|
17.4%
|
|
|
24.6%
|
|
|
N/A
|
|
|
N/A
|
|
|
5.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2012
|
|
|
|
|
OrthoRecon
|
|
|
Extremities
|
|
|
Corporate
|
|
|
Other
|
|
|
Total
|
|
Depreciation expense
|
|
|
$
|
12,572
|
|
|
|
$
|
5,653
|
|
|
|
$
|
1,671
|
|
|
|
$
|
—
|
|
|
|
$
|
19,896
|
|
Amortization expense
|
|
|
217
|
|
|
|
1,208
|
|
|
|
—
|
|
|
|
571
|
|
|
|
1,996
|
|
Capital expenditures
|
|
|
2,574
|
|
|
|
4,450
|
|
|
|
1,549
|
|
|
|
—
|
|
|
8,573
|
|
______________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Other consists exclusively of the reconciling items
from Operating Income, as reported, to Operating Income, as
adjusted, as included in the reconciliations above.
|
|
|
|
|
|
|
WRIGHT MEDICAL GROUP, INC.
Segment Income Statement
(continued)
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2011
|
|
|
|
|
OrthoRecon
|
|
|
Extremities
|
|
Corporate
|
|
|
Other
(1)
|
|
|
Total
|
|
Net sales
|
|
|
$
|
160,284
|
|
|
|
$
|
107,607
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
267,891
|
|
|
Cost of sales
|
|
|
51,510
|
|
|
|
28,055
|
|
|
—
|
|
|
|
707
|
|
|
|
80,272
|
|
|
Gross profit
|
|
|
108,774
|
|
|
|
79,552
|
|
|
—
|
|
|
|
(707
|
)
|
|
|
187,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
65,570
|
|
|
|
45,968
|
|
|
26,173
|
|
|
|
7,935
|
|
|
|
145,646
|
|
|
Research and development
|
|
|
9,200
|
|
|
|
7,422
|
|
|
—
|
|
|
|
392
|
|
|
|
17,014
|
|
|
Amortization of intangible assets
|
|
|
192
|
|
|
|
1,175
|
|
|
—
|
|
|
|
—
|
|
|
|
1,367
|
|
|
Total operating expenses
|
|
|
74,962
|
|
|
|
54,565
|
|
|
26,173
|
|
|
|
8,327
|
|
|
|
164,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
$
|
33,812
|
|
|
|
$
|
24,987
|
|
|
$
|
(26,173
|
)
|
|
|
$
|
(9,034
|
)
|
|
|
$
|
23,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income as a percent of net sales
|
|
|
21.1
|
%
|
|
|
23.2
|
%
|
|
N/A
|
|
|
N/A
|
|
|
8.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2011
|
|
|
|
|
OrthoRecon
|
|
|
Extremities
|
|
Corporate
|
|
|
Other
|
|
|
Total
|
|
Depreciation expense
|
|
|
$
|
13,002
|
|
|
|
$
|
5,170
|
|
|
$
|
1,066
|
|
|
|
$
|
—
|
|
|
|
$
|
19,238
|
|
|
Amortization expense
|
|
|
192
|
|
|
|
1,175
|
|
|
—
|
|
|
|
—
|
|
|
|
1,367
|
|
|
Capital expenditures
|
|
|
11,286
|
|
|
|
5,136
|
|
|
6,954
|
|
|
|
—
|
|
|
|
23,376
|
|
|
______________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Other consists exclusively of the reconciling items
from Operating Income, as reported, to Operating Income, as
adjusted, as included in the reconciliations above.
|
|
|
|
|
|
|
|
|
|
WRIGHT MEDICAL GROUP, INC.
CONDENSED CONSOLIDATED
BALANCE SHEETS
(In thousands, except share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2012
|
|
|
December 31,
2011
|
|
Assets:
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
176,591
|
|
|
$
|
153,642
|
|
Marketable securities
|
|
|
16,297
|
|
|
13,597
|
|
Accounts receivable, net
|
|
|
102,591
|
|
|
98,995
|
|
Inventories
|
|
|
157,123
|
|
|
164,600
|
|
Prepaid expenses and other current assets
|
|
|
58,641
|
|
|
69,699
|
|
Total current assets
|
|
|
511,243
|
|
|
500,533
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
147,032
|
|
|
160,284
|
|
Goodwill and intangible assets, net
|
|
|
79,247
|
|
|
75,651
|
|
Marketable securities
|
|
|
—
|
|
|
4,502
|
|
Other assets
|
|
|
14,471
|
|
|
13,610
|
|
Total assets
|
|
|
$
|
751,993
|
|
|
$
|
754,580
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
9,385
|
|
|
$
|
11,651
|
|
Accrued expenses and other current liabilities
|
|
|
57,514
|
|
|
55,831
|
|
Current portion of long-term obligations
|
|
|
10,346
|
|
|
8,508
|
|
Total current liabilities
|
|
|
77,245
|
|
|
75,990
|
|
Long-term obligations
|
|
|
150,679
|
|
|
166,792
|
|
Other liabilities
|
|
|
45,539
|
|
|
43,334
|
|
Total liabilities
|
|
|
$
|
273,463
|
|
|
$
|
286,116
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
478,530
|
|
|
468,464
|
|
Total liabilities and stockholders’ equity
|
|
|
$
|
751,993
|
|
|
$
|
754,580
|