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| [February 13, 2013] |
 |
DJO Global Announces Financial Results for Fourth Quarter and Fiscal Year End 2012
SAN DIEGO --(Business Wire)--
DJO Global, Inc. ("DJO" or the "Company"), a leading global provider of
medical device solutions for musculoskeletal health, vascular health and
pain management, today announced financial results for its public
reporting subsidiary, DJO Finance LLC ("DJOFL"), for the fourth quarter
and fiscal year ended December 31, 2012.
Fourth Quarter Results
DJOFL achieved record net sales for the fourth quarter of 2012 of $290.5
million, reflecting growth of 2.2 percent compared to net sales of
$284.2 million for the fourth quarter of 2011. Net sales for the fourth
quarter of 2012 were unfavorably impacted by $1.5 million related to
changes in foreign currency exchange rates compared to the rates in
effect in the fourth quarter of 2011. Excluding the impact of changes in
foreign currency exchange rates from rates in effect in the prior year
period ("constant currency"), net sales for the fourth quarter of 2012
increased 2.8 percent compared to net sales for the fourth quarter of
2011.
For the fourth quarter of 2012, DJOFL reported a net loss attributable
to DJOFL of $47.0 million, compared to a net loss of $148.2 million for
the fourth quarter of 2011. As detailed in the attached financial
tables, the results for the current and prior year fourth quarter
periods were impacted by significant non-cash items, non-recurring items
and other adjustments, although such adjustments were significantly
lower in the current year period than in the prior year period.
The Company defines Adjusted EBITDA as net (loss) income attributable to
DJOFL plus interest expense, net, income tax provision (benefit), and
depreciation and amortization, further adjusted for certain non-cash
items, non-recurring items and other adjustment items as permitted in
calculating covenant compliance under the Company's amended senior
secured credit facility and the indentures governing its 8.75% second
priority senior secured notes, its 9.875% and 7.75% senior notes and its
9.75% senior subordinated notes. Reconciliation between net loss and
Adjusted EBITDA is included in the attached financial tables.
Adjusted EBITDA for the fourth quarter of 2012 was $71.6 million, or
24.7 percent of net sales, reflecting a decrease of 3.9 percent compared
with Adjusted EBITDA of $74.5 million, or 26.2 percent of net sales, for
the fourth quarter of 2011. Adjusted EBITDA for the fourth quarter of
2012 was unfavorably impacted by $0.4 million related to changes
in foreign currency exchange rates compared to the rates in effect in
the fourth quarter of 2011. Adjusted EBITDA for the fourth quarter of
2011 included a $4.2 million benefit related to an adjustment to reduce
deferred gross profit from intercompany sales of inventory. In constant
currency and excluding the $4.2 million adjustment recorded in the
fourth quarter of 2011, Adjusted EBITDA for the current quarter was
$72.0 million, reflecting an increase of 2.4 percent compared with
Adjusted EBITDA of $70.3 million for the fourth quarter of 2011.
Year-to-Date Results
DJOFL achieved record net sales of $1,129.4 million for the year ended
December 31, 2012, reflecting growth of 5.1% compared to net sales of
$1,074.8 million for the year ended December 31, 2011. Net sales for
2012 were unfavorably impacted by changes in foreign currency exchange
rates aggregating $15.3 million compared to the rates in effect in 2011.
In constant currency, net sales for 2012 increased by 6.5% compared to
net sales for 2011.
DJOFL's net sales for 2012 included net sales from businesses acquired
in 2011. On a pro forma basis, as if the acquisitions of Circle City
Medical, acquired in February 2011, and Dr. Comfort, acquired in April
2011, had both closed on January 1, 2011, net sales would have reflected
growth of 4.5% on the basis of constant currency over pro forma net
sales of $1,095.4 million for 2011.
For the year ended December 31, 2012, DJOFL reported a net loss
attributable to DJOFL of $119.2 million, compared to a net loss
attributable to DJOFL of $214.5 million for the year ended December 31,
2011. As detailed in the attached financial tables, the results for the
years ended December 31, 2012 and 2011 were impacted by significant
non-cash items, non-recurring items and other adjustments. For the year
ended December 31, 2012, DJOFL achieved operating income of $92.9
million, reflecting significant improvement compared to an operating
loss of $92.3 million for the year ended December 31, 2011.
Adjusted EBITDA for the year ended December 31, 2012 was $271.0 million,
or 24.0% of net sales, reflecting an increase of 2.5% compared with
Adjusted EBITDA of $264.3 million, or 24.6% of net sales, for the year
ended December 31, 2011. Adjusted EBITDA for 2012 was unfavorably
impacted by $3.2 million related to changes in foreign currency
exchange rates compared to the rates in effect in 2011. In constant
currency and pro forma for the acquisitions discussed above and
excluding the $4.2 million adjustment recorded in the fourth quarter of
2011, Adjusted EBITDA for the year ended December 31, 2012 was $274.2
million, reflecting growth of 2.4% compared with pro forma Adjusted
EBITDA of $267.9 million for the year ended December 31, 2011.
Including $1.6 million of preacquisition Adjusted EBITDA and $1.4
million of anticipated future cost savings related to recently acquired
businesses, Adjusted EBITDA was $274.0 million, or 24.3 percent of net
sales for the year ended December 31, 2012.
"We are pleased to end 2012 with full year constant currency growth in
net sales of 4.5% compared to pro forma net sales for 2011. Our
successful new product launches and improving commercial execution
continue to drive strong momentum across most of our businesses and
provide a solid foundation for incremental growth in 2013," said Mike
Mogul, DJO's president and chief executive officer. "I want to
especially congratulate our Bracing and Vascular, Surgical Implant and
International teams, for delivering strong organic growth of 8.2%, 12.4%
and 5.7%, respectively, in 2012. Although we continue to face market
challenges in our Recovery Sciences business unit, with sales declining
2.3% in 2012 compared to 2011, the strength of the sales results from
our other businesses compensated for those headwinds in 2012. As
expected, our fourth quarter growth rates were impacted by the
anniversary of the October 2011 launch of Exos and the first full
quarter impact of the recent non-coverage decision by Medicare for TENS
used to treat chronic low back pain ("CLBP"). We were very pleased to
see average daily sales in the fourth quarter accelerate from average
daily sales in the third quarter for all business segments, including
Recovery Sciences.
"We were very excited to complete the acquisition of Exos right at year
end and we welcome the Exos team to the DJO Global family. Because we
were already the exclusive distribution partner for Exos, the merger
will not impact our reported net sales, but is expected to increase our
operating margins and operating income from the sale of Exos products,
and importantly, permit us to participate more comprehensively in
planning and executing many exciting new product development
opportunities incorporating the Exos technology.
"We are also pleased to report strong constant currency Adjusted EBITDA
results in the fourth quarter at 24.7% of net sales, the highest
quarterly margin in 2012, in spite of our continuing investments in new
product development and launch activities and to expand and strengthen
our commercial organization.
"Having just finished a highly successful global sales meeting, we
continue to be very optimistic about incremental opportunities to add
value to our customers and to further accelerate DJO's revenue growth.
While it's great that we are achieving our short-term revenue growth
targets of mid-single digits, we remain very keenly focused on
continuing to enhance our customers' experience by developing and
launching innovative new products and by striving for continuous
improvement in our commercial execution.
"We have a very exciting slate of new products for 2013 that we will
begin to launch late in the first quarter. We expect these new products
and other ongoing commercial initiatives to drive incremental top line
growth beginning in the second quarter of 2013, and we are targeting
total company full year revenue growth rates of at least 5% for the full
2013 year. As it relates specifically to the first quarter of 2013, we
expect total company revenue growth rates to continue to be somewhat
muted by the impact of the Medicare CLBP decision and the anniversary
dates of certain new products launched in 2012.
"For the full 2013 year, we expect to absorb the impact of both the
Medicare CLBP decision and the new Medical Device Excise Tax ("MDET")
and still deliver growth in Adjusted EBITDA that is at least as high as
our revenue growth. For the first quarter, however, we expect Adjusted
EBITDA and Adjusted EBITDA margins to contract modestly from the prior
year amounts, due to the impact of the MDET and the Medicare CLBP
decision, along with increased operating expense investments related to
upcoming product launches planned for the meeting of the American
Academy of Orthopedic Surgeons in March."
Sales by Business Segment
Net sales for DJO's Bracing and Vascular segment were $112.2 million in
the fourth quarter of 2012, reflecting growth of 5.6%, compared to the
fourth quarter of 2011, driven by strong contribution from the sales of
new products and improving sales execution. For the full year of 2012,
net sales for the Bracing and Vascular segment increased 8.2% on a pro
forma basis over the full year of 2011.
Net sales for the Recovery Sciences segment contracted by 5.2% compared
to the fourth quarter of 2011 to $84.7 million, primarily reflecting the
effects of the Medicare CLBP decision on the EMPI business unit and slow
market conditions for capital equipment sold by our Chattanooga
business. For the full year of 2012, net sales for the Recovery Sciences
segment contracted 2.3% from net sales for the full year of 2011.
Fourth quarter net sales within the International segment were $73.9
million, reflecting an increase of 2.8% from the prior year period
including the impact of $1.5 million of unfavorable changes in foreign
currency exchange rates from rates in effect in the fourth quarter of
2011. In constant currency, growth in net sales from the prior year
fourth quarter was 4.9% for the International segment. For the full year
of 2012, net sales for the International segment increased 5.7% on a
constant currency basis over pro forma sales for the full year of 2011.
Net sales for the Surgical Implant segment were $19.8 million in the
fourth quarter, reflecting an increase of 18.1% over net sales in the
fourth quarter of 2011, driven by strong sales of the Company's shoulder
products and other new products and strong sales execution. For the full
year of 2012, net sales for the Surgical Implant segment increased 12.4%
over 2011.
As of December 31, 2012, the Company had cash balances of $31.2 million
and available liquidity of $97.0 million under its revolving line of
credit. As previously announced, during the third quarter of 2012, the
Company commenced a comprehensive refinancing which closed early in the
fourth quarter. The refinancing included the issuance of $100.0 million
tack-on 8.75% second priority senior secured notes due 2018, as well as
$440.0 million of new 9.875% senior unsecured notes due 2018. The
proceeds of the new issues were used: (1) to repay all amounts
outstanding on DJOFL's revolving line of credit at the closing date, (2)
to repay a portion of DJOFL's $465 million of 10.875% senior unsecured
notes which were tendered to DJOFL prior to the closing date and (3) to
pay premiums and expenses incurred in connection with the refinancing.
DJOFL redeemed all remaining outstanding 10.875% senior unsecured notes
on November 15, 2012. On December 28, 2012, DJOFL increased the term
loans outstanding under its amended Senior Secured Credit Facility by
$25 million. The Company used the proceeds of this incremental term loan
and cash on hand to finance the completion, on December 28, 2012, of the
Exos acquisition previously announced.
For the year ended December 31, 2012, DJOFL generated cash flow from
operating activities of $44.6 million, after cash interest payments of
$162.6 million. For the year ended December 31, 2011, DJOFL generated
cash flow from operating activities of $23.6 million, after cash
interest payments of $151.2 million. Cash flow from operations before
cash interest of $207.2 million for 2012 reflected an increase of 18.5%
over cash flow from operations before cash interest of $174.8 million
for 2012.
Conference Call Information
DJO has scheduled a conference call to discuss this announcement
beginning at 1:00 pm, Eastern Time today, February 13, 2013. Individuals
interested in listening to the conference call may do so by dialing
(866) 394-8509 (International callers please use (706) 643-6833), using
the reservation code 22322226. A telephone replay will be available for
48 hours following the conclusion of the call by dialing (855) 859-2056
and using the above reservation code. The live conference call and
replay will be available via the Internet at www.DJOglobal.com.
About DJO Global
DJO Global is a leading global developer, manufacturer and distributor
of high-quality medical devices that provide solutions for
musculoskeletal health, vascular health and pain management. The
Company's products address the continuum of patient care from injury
prevention to rehabilitation after surgery, injury or from degenerative
disease, enabling people to regain or maintain their natural motion. Its
products are used by orthopedic specialists, spine surgeons, primary
care physicians, pain management specialists, physical therapists,
podiatrists, chiropractors, athletic trainers and other healthcare
professionals. In addition, many of the Company's medical devices and
related accessories are used by athletes and patients for injury
prevention and at-home physical therapy treatment. The Company's product
lines include rigid and soft orthopedic bracing, hot and cold therapy,
bone growth stimulators, vascular therapy systems and compression
garments, therapeutic shoes and inserts, electrical stimulators used for
pain management and physical therapy products. The Company's surgical
division offers a comprehensive suite of reconstructive joint products
for the hip, knee and shoulder. DJO Global's products are marketed under
a portfolio of brands including Aircast®, Chattanooga, CMF™, Compex®,
DonJoy®, Empi®, ProCare®, DJO® Surgical, Dr. Comfort® and ExosTM,
For additional information on the Company, please visit www.DJOglobal.com.
Safe Harbor Statement
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements relate to, among other things, the Company's expectations for
its growth in revenue and Adjusted EBITDA and its opportunities to
improve commercial execution and to develop new products and services.
The words "believe," "will," "should," "expect," "intend," "estimate"
and "anticipate," variations of such words and similar expressions
identify forward-looking statements, but their absence does not mean
that a statement is not a forward-looking statement. These
forward-looking statements are based on the Company's current
expectations and are subject to a number of risks, uncertainties and
assumptions, many of which are beyond the Company's ability to control
or predict. The Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. The important factors that could cause
actual operating results to differ significantly from those expressed or
implied by such forward-looking statements include, but are not limited
to: the successful execution of the Company's business strategies
relative to its Bracing and Vascular, Recovery Sciences, International
and Surgical Implant segments; the continued growth of the markets the
Company addresses and any impact on these markets from changes in global
economic conditions; the successful execution of the Company's sales and
acquisition strategies; the impact of potential reductions in
reimbursement levels and coverage by Medicare and other governmental and
commercial payors; the Company's highly leveraged financial position;
the impact on the Company and its customers from changes in global
credit markets; the Company's ability to successfully develop, license
or acquire, and timely introduce and market new products or product
enhancements; risks relating to the Company's international operations;
resources needed and risks involved in complying with government
regulations and in developing and protecting intellectual property; the
availability and sufficiency of insurance coverage for pending and
future product liability claims, including multiple lawsuits related to
the Company's cold therapy products and its discontinued pain pump
business; and the effects of healthcare reform, Medicare competitive
bidding, managed care and buying groups on the prices of the Company's
products. These and other risk factors related to DJO are detailed in
the Company's Annual Report on Form 10-K for the year ended December 31,
2011, filed with the Securities and Exchange Commission ("SEC") on
February 21, 2012, and its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2012, filed with the SEC on May 1, 2012. Many of the
factors that will determine the outcome of the subject matter of this
press release are beyond the Company's ability to control or predict.
|
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DJO Finance LLC
|
|
Unaudited Condensed Consolidated Statements of Operations
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
$
|
290,510
|
|
|
|
|
$
|
284,155
|
|
|
|
|
$
|
1,129,420
|
|
|
|
|
$
|
1,074,770
|
|
|
Cost of sales (exclusive of amortization, see note 1)
|
|
|
|
115,586
|
|
|
|
|
106,429
|
|
|
|
|
443,920
|
|
|
|
|
418,138
|
|
|
Gross profit
|
|
|
|
174,924
|
|
|
|
|
177,726
|
|
|
|
|
685,500
|
|
|
|
|
656,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
|
117,448
|
|
|
|
|
125,323
|
|
|
|
|
460,065
|
|
|
|
|
487,084
|
|
|
Research and development
|
|
|
|
6,182
|
|
|
|
|
7,129
|
|
|
|
|
27,877
|
|
|
|
|
26,850
|
|
|
Amortization of intangible assets
|
|
|
|
23,738
|
|
|
|
|
24,584
|
|
|
|
|
97,243
|
|
|
|
|
93,957
|
|
|
Impairment of goodwill and intangible assets
|
|
|
|
7,397
|
|
|
|
|
141,006
|
|
|
|
|
7,397
|
|
|
|
|
141,006
|
|
|
|
|
|
|
154,765
|
|
|
|
|
298,042
|
|
|
|
|
592,582
|
|
|
|
|
748,897
|
|
|
Operating income (loss)
|
|
|
|
20,159
|
|
|
|
|
(120,316
|
)
|
|
|
|
92,918
|
|
|
|
|
(92,265
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
(48,156
|
)
|
|
|
|
(43,012
|
)
|
|
|
|
(183,055
|
)
|
|
|
|
(169,332
|
)
|
|
Interest income
|
|
|
|
50
|
|
|
|
|
105
|
|
|
|
|
201
|
|
|
|
|
345
|
|
|
Loss on modification and extinguishment of debt
|
|
|
|
(27,491
|
)
|
|
|
|
-
|
|
|
|
|
(36,889
|
)
|
|
|
|
(2,065
|
)
|
|
Other income (expense), net
|
|
|
|
622
|
|
|
|
|
(1,263
|
)
|
|
|
|
3,553
|
|
|
|
|
(2,814
|
)
|
|
|
|
|
|
(74,975
|
)
|
|
|
|
(44,170
|
)
|
|
|
|
(216,190
|
)
|
|
|
|
(173,866
|
)
|
|
Loss before income taxes
|
|
|
|
(54,816
|
)
|
|
|
|
(164,486
|
)
|
|
|
|
(123,272
|
)
|
|
|
|
(266,131
|
)
|
|
Income tax benefit
|
|
|
|
7,948
|
|
|
|
|
16,489
|
|
|
|
|
4,904
|
|
|
|
|
52,544
|
|
|
Net loss
|
|
|
|
(46,868
|
)
|
|
|
|
(147,997
|
)
|
|
|
|
(118,368
|
)
|
|
|
|
(213,587
|
)
|
|
Net income attributable to non-controlling interests
|
|
|
|
(168
|
)
|
|
|
|
(214
|
)
|
|
|
|
(782
|
)
|
|
|
|
(882
|
)
|
|
Net loss attributable to DJO Finance LLC
|
|
|
|
$
|
(47,036
|
)
|
|
|
|
$
|
(148,211
|
)
|
|
|
|
$
|
(119,150
|
)
|
|
|
|
$
|
(214,469
|
)
|
|
|
|
Note 1 - Cost of sales is exclusive of amortization of intangible
assets of $8,842 and $38,355 for the three and twelve months
ended December 31, 2012, and $9,837 and $38,668 for the three and
twelve months ended December 31, 2011, respectively.
|
|
|
|
DJO Finance LLC
|
|
Unaudited Condensed Consolidated Balance Sheets
|
|
(In thousands)
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
$
|
31,223
|
|
|
|
|
$
|
38,169
|
|
|
Accounts receivable, net
|
|
|
|
166,742
|
|
|
|
|
158,982
|
|
|
Inventories, net
|
|
|
|
156,315
|
|
|
|
|
128,699
|
|
|
Deferred tax assets, net
|
|
|
|
33,283
|
|
|
|
|
43,458
|
|
|
Prepaid expenses and other current assets
|
|
|
|
18,073
|
|
|
|
|
18,791
|
|
|
Total current assets
|
|
|
|
405,636
|
|
|
|
|
388,099
|
|
|
Property and equipment, net
|
|
|
|
107,035
|
|
|
|
|
107,108
|
|
|
Goodwill
|
|
|
|
1,249,305
|
|
|
|
|
1,228,778
|
|
|
Intangible assets, net
|
|
|
|
1,055,531
|
|
|
|
|
1,132,694
|
|
|
Other assets
|
|
|
|
45,216
|
|
|
|
|
38,181
|
|
|
Total assets
|
|
|
|
$
|
2,862,723
|
|
|
|
|
$
|
2,894,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
$
|
54,294
|
|
|
|
|
$
|
57,926
|
|
|
Accrued interest
|
|
|
|
31,653
|
|
|
|
|
20,928
|
|
|
Current portion of debt and capital lease obligations
|
|
|
|
8,858
|
|
|
|
|
8,820
|
|
|
Other current liabilities
|
|
|
|
93,640
|
|
|
|
|
81,771
|
|
|
Total current liabilities
|
|
|
|
188,445
|
|
|
|
|
169,445
|
|
|
Long-term debt and capital lease obligations
|
|
|
|
2,223,816
|
|
|
|
|
2,159,091
|
|
|
Deferred tax liabilities, net
|
|
|
|
241,202
|
|
|
|
|
252,194
|
|
|
Other long-term liabilities
|
|
|
|
24,850
|
|
|
|
|
16,174
|
|
|
Total liabilities
|
|
|
|
2,678,313
|
|
|
|
|
2,596,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
DJO Finance LLC membership equity:
|
|
|
|
|
|
|
|
|
|
|
|
Member capital
|
|
|
|
839,234
|
|
|
|
|
834,871
|
|
|
Accumulated deficit
|
|
|
|
(658,426
|
)
|
|
|
|
(539,276
|
)
|
|
Accumulated other comprehensive income
|
|
|
|
1,284
|
|
|
|
|
218
|
|
|
Total membership equity
|
|
|
|
182,092
|
|
|
|
|
295,813
|
|
|
Noncontrolling interests
|
|
|
|
2,318
|
|
|
|
|
2,143
|
|
|
Total equity
|
|
|
|
184,410
|
|
|
|
|
297,956
|
|
|
Total liabilities and equity
|
|
|
|
$
|
2,862,723
|
|
|
|
|
$
|
2,894,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DJO Finance LLC
|
|
Unaudited Segment Information
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bracing and Vascular
|
|
|
|
$
|
112,162
|
|
|
|
|
$
|
106,241
|
|
|
|
|
$
|
441,256
|
|
|
|
|
$
|
387,928
|
|
|
Recovery Sciences
|
|
|
|
|
84,652
|
|
|
|
|
|
89,264
|
|
|
|
|
|
334,649
|
|
|
|
|
|
342,599
|
|
|
International
|
|
|
|
73,886
|
|
|
|
|
71,876
|
|
|
|
|
280,535
|
|
|
|
|
279,299
|
|
|
Surgical Implant
|
|
|
|
19,810
|
|
|
|
|
16,774
|
|
|
|
|
72,980
|
|
|
|
|
64,944
|
|
|
|
|
|
|
$
|
290,510
|
|
|
|
|
$
|
284,155
|
|
|
|
|
$
|
1,129,420
|
|
|
|
|
$
|
1,074,770
|
|
|
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bracing and Vascular
|
|
|
|
$
|
56,768
|
|
|
|
|
$
|
53,624
|
|
|
|
|
$
|
225,916
|
|
|
|
|
$
|
203,217
|
|
|
Recovery Sciences
|
|
|
|
64,173
|
|
|
|
|
67,084
|
|
|
|
|
253,340
|
|
|
|
|
258,920
|
|
|
International
|
|
|
|
40,569
|
|
|
|
|
42,766
|
|
|
|
|
155,265
|
|
|
|
|
161,142
|
|
|
Surgical Implant
|
|
|
|
14,800
|
|
|
|
|
12,621
|
|
|
|
|
54,658
|
|
|
|
|
46,860
|
|
|
Expenses not allocated to segments and eliminations
|
|
|
|
(1,386
|
)
|
|
|
|
1,631
|
|
|
|
|
(3,679
|
)
|
|
|
|
(13,507
|
)
|
|
|
|
|
|
$
|
174,924
|
|
|
|
|
$
|
177,726
|
|
|
|
|
$
|
685,500
|
|
|
|
|
$
|
656,632
|
|
|
Operating Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bracing and Vascular
|
|
|
|
$
|
21,192
|
|
|
|
|
$
|
20,756
|
|
|
|
|
$
|
85,743
|
|
|
|
|
$
|
75,095
|
|
|
Recovery Sciences
|
|
|
|
25,426
|
|
|
|
|
24,502
|
|
|
|
|
92,346
|
|
|
|
|
93,394
|
|
|
International
|
|
|
|
14,725
|
|
|
|
|
16,711
|
|
|
|
|
54,227
|
|
|
|
|
57,501
|
|
|
Surgical Implant
|
|
|
|
3,270
|
|
|
|
|
2,093
|
|
|
|
|
8,016
|
|
|
|
|
4,323
|
|
|
Expenses not allocated to segments and eliminations
|
|
|
|
(44,454
|
)
|
|
|
|
(184,378
|
)
|
|
|
|
(147,414
|
)
|
|
|
|
(322,578
|
)
|
|
|
|
|
|
$
|
20,159
|
|
|
|
|
$
|
(120,316
|
)
|
|
|
|
$
|
92,918
|
|
|
|
|
$
|
(92,265
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DJO Finance LLC Adjusted EBITDA For the Three
and Twelve Months Ended December 31, 2012 and December 31, 2011 (unaudited)
Our Amended Senior Secured Credit Facility, consisting of a $476.5
million term loan, a $385.5 million term loan and a $100.0 million
revolving credit facility, under which $3.0 million was outstanding as
of December 31, 2012, and the Indentures governing our $330.0 million of
8.75% second priority senior secured notes, $440.0 million of 9.875%
senior notes, $300.0 million of 7.75% senior notes, and $300.0 million
of 9.75% senior subordinated notes represent significant components of
our capital structure. Under our Amended Senior Secured Credit Facility,
we are required to maintain specified first lien net leverage ratios,
which become more restrictive over time, and which are determined based
on our Adjusted EBITDA. If we fail to comply with the first lien net
leverage ratio under our Amended Senior Secured Credit Facility, we
would be in default. Upon the occurrence of an event of default under
the Amended Senior Secured Credit Facility, the lenders could elect to
declare all amounts outstanding under the Amended Senior Secured Credit
Facility to be immediately due and payable and terminate all commitments
to extend further credit. If we were unable to repay those amounts, the
lenders under the Amended Senior Secured Credit Facility could proceed
against the collateral granted to them to secure that indebtedness. We
have pledged a significant portion of our assets as collateral under the
Amended Senior Secured Credit Facility. Any acceleration under the
Amended Senior Secured Credit Facility would also result in a default
under the Indentures governing the notes, which could lead to the note
holders electing to declare the principal, premium, if any, and interest
on the then outstanding notes immediately due and payable. In addition,
under the Indentures governing the notes, our ability to engage in
activities such as incurring additional indebtedness, making
investments, refinancing subordinated indebtedness, paying dividends and
entering into certain merger transactions is governed, in part, by our
ability to satisfy tests based on Adjusted EBITDA. Our ability to meet
the covenants specified above will depend on future events, many of
which are beyond our control, and we cannot assure you that we will meet
those covenants.
Adjusted EBITDA is defined as net income (loss) attributable to DJO
Finance LLC plus interest expense, net, income tax provision (benefit),
and depreciation and amortization, further adjusted for certain non-cash
items, non-recurring items and other adjustment items as permitted in
calculating covenant compliance and other ratios under our Amended
Senior Secured Credit Facility and the Indentures governing our 8.75%
second priority senior secured notes, 9.875% senior notes, 7.75% senior
notes and our 9.75% senior subordinated notes. We believe that the
presentation of Adjusted EBITDA is appropriate to provide additional
information to investors about the calculation of, and compliance with,
certain financial covenants and other ratios in our Amended Senior
Secured Credit Facility and the Indentures. Adjusted EBITDA is a
material component of these calculations.
Adjusted EBITDA should not be considered as an alternative to net income
(loss) or other performance measures presented in accordance with
accounting principles generally accepted in the United States of America
("GAAP"), or as an alternative to cash flow from operations as a measure
of our liquidity. Adjusted EBITDA does not represent net income (loss)
or cash flow from operations as those terms are defined by GAAP and does
not necessarily indicate whether cash flows will be sufficient to fund
cash needs. In particular, the definition of Adjusted EBITDA under our
Amended Senior Secured Credit Facility and the Indentures allows us to
add back certain non-cash, extraordinary, unusual or non-recurring
charges that are deducted in calculating net income (loss). However,
these are expenses that may recur, vary greatly and are difficult to
predict. While Adjusted EBITDA and similar measures are frequently used
as measures of operations and the ability to meet debt service
requirements, Adjusted EBITDA is not necessarily comparable to other
similarly titled captions of other companies due to the potential
inconsistencies in the method of calculation.
The following table provides reconciliation between net loss and
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
December 31,
|
|
|
(In thousands)
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
Net loss attributable to DJO Finance LLC
|
|
|
|
|
$
|
(47,036
|
)
|
|
|
|
$
|
(148,211
|
)
|
|
|
|
$
|
(119,150
|
)
|
|
|
|
$
|
(214,469
|
)
|
|
Interest expense, net
|
|
|
|
|
48,106
|
|
|
|
|
42,907
|
|
|
|
|
182,854
|
|
|
|
|
168,987
|
|
|
Income tax benefit
|
|
|
|
|
(7,948
|
)
|
|
|
|
(16,489
|
)
|
|
|
|
(4,904
|
)
|
|
|
|
(52,544
|
)
|
|
Depreciation and amortization
|
|
|
|
|
31,282
|
|
|
|
|
30,573
|
|
|
|
|
127,459
|
|
|
|
|
121,251
|
|
|
Non-cash charges (a)
|
|
|
|
|
6,787
|
|
|
|
|
151,473
|
|
|
|
|
10,742
|
|
|
|
|
163,918
|
|
|
Non-recurring and integration charges (b)
|
|
|
|
|
11,597
|
|
|
|
|
10,815
|
|
|
|
|
32,584
|
|
|
|
|
63,717
|
|
|
Other adjustment items, before adjustments applicable for the twelve
month periods only (c)
|
|
|
|
|
28,831
|
|
|
|
|
3,423
|
|
|
|
|
41,400
|
|
|
|
|
13,393
|
|
|
Adjusted EBITDA before other adjustment items applicable for the
twelve month periods only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
270,985
|
|
|
|
|
264,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other adjustment items applicable for the twelve month periods only
(d):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-acquisition Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,590
|
|
|
|
|
7,873
|
|
|
Future cost savings related to recent acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,396
|
|
|
|
|
5,905
|
|
|
Adjusted EBITDA
|
|
|
|
|
$
|
71,619
|
|
|
|
|
$
|
74,491
|
|
|
|
|
$
|
273,971
|
|
|
|
|
$
|
278,031
|
|
(a) Non-cash charges are comprised of the following:
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
December 31,
|
|
(In thousands)
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
Stock compensation expense (credit)
|
|
|
|
|
$
|
(1,224
|
)
|
|
|
|
$
|
1,001
|
|
|
|
|
$
|
2,339
|
|
|
|
|
$
|
2,701
|
|
Impairment of goodwill and intangible assets
|
|
|
|
|
7,397
|
|
|
|
|
141,006
|
|
|
|
|
7,397
|
|
|
|
|
141,006
|
|
Impairment of fixed assets and assets held for sale
|
|
|
|
|
595
|
|
|
|
|
7,116
|
|
|
|
|
975
|
|
|
|
|
7,466
|
|
Loss on disposal of assets, net
|
|
|
|
|
19
|
|
|
|
|
(14
|
)
|
|
|
|
31
|
|
|
|
|
409
|
|
Purchase accounting adjustments
|
|
|
|
|
-
|
|
|
|
|
2,364
|
|
|
|
|
-
|
|
|
|
|
12,336
|
|
Total non-cash charges
|
|
|
|
|
$
|
6,787
|
|
|
|
|
$
|
151,473
|
|
|
|
|
$
|
10,742
|
|
|
|
|
$
|
163,918
|
(b) Non-recurring and integration charges are comprised of the following:
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
December 31,
|
|
(In thousands)
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
Integration charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and global business unit reorganization and integration
|
|
|
|
|
$
|
1,602
|
|
|
|
|
$
|
3,064
|
|
|
|
|
$
|
7,025
|
|
|
|
|
$
|
12,228
|
|
Acquisition related expenses and integration (1)
|
|
|
|
|
1,532
|
|
|
|
|
502
|
|
|
|
|
3,020
|
|
|
|
|
8,661
|
|
CEO transition
|
|
|
|
|
-
|
|
|
|
|
83
|
|
|
|
|
183
|
|
|
|
|
4,270
|
|
Litigation and regulatory costs and settlements, net (2)
|
|
|
|
|
7,837
|
|
|
|
|
2,451
|
|
|
|
|
12,582
|
|
|
|
|
6,971
|
|
Other non-recurring items
|
|
|
|
|
343
|
|
|
|
|
20
|
|
|
|
|
4,129
|
|
|
|
|
3,342
|
|
ERP implementation and other automation projects
|
|
|
|
|
283
|
|
|
|
|
4,695
|
|
|
|
|
5,645
|
|
|
|
|
28,245
|
|
Total non-recurring and integration charges
|
|
|
|
|
$
|
11,597
|
|
|
|
|
$
|
10,815
|
|
|
|
|
$
|
32,584
|
|
|
|
|
$
|
63,717
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
|
Consists of direct acquisition costs and integration expenses
related to the Exos, Dr. Comfort, Elastic Therapy, Inc. (ETI) and
Circle City acquisitions and costs related to potential acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
|
|
For the three months ended December 31, 2012, litigation and
regulatory costs and settlements includes $2.8 million of estimated
costs to complete a post-market surveillance study required by the
FDA related to our discontinued metal-on-metal hip implant products,
$1.6 million related to ongoing product liability issues related to
our discontinued pain pump products, a $1.3 million judgement
related to a French litigation matter we intend to appeal and $2.1
million related to other litigation and regulatory costs and
settlements.
|
(c) Other adjustment items are comprised of the following:
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
December 31,
|
|
(In thousands)
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
Blackstone monitoring fees
|
|
|
|
|
$
|
1,750
|
|
|
|
|
$
|
1,750
|
|
|
|
|
$
|
7,000
|
|
|
|
|
$
|
7,000
|
|
Non-controlling interests
|
|
|
|
|
168
|
|
|
|
|
214
|
|
|
|
|
781
|
|
|
|
|
882
|
|
Loss on modification and extinguishment of debt (1)
|
|
|
|
|
27,491
|
|
|
|
|
-
|
|
|
|
|
36,889
|
|
|
|
|
2,065
|
|
Other (2)
|
|
|
|
|
(578
|
)
|
|
|
|
1,459
|
|
|
|
|
(3,270
|
)
|
|
|
|
3,446
|
|
Total other adjustment items
|
|
|
|
|
$
|
28,831
|
|
|
|
|
$
|
3,423
|
|
|
|
|
$
|
41,400
|
|
|
|
|
$
|
13,393
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
|
Loss on modification and extinguishment of debt for the three months
ending December 31, 2012 consists of $17.2 million in premiums
related to the repurchase or redemption of our 10.875% Notes, $12.7
million related to the non-cash write off of unamortized debt
issuance costs related to the 10.875% Notes and $0.1 million in
legal and other fees, net of $2.5 million related to the non-cash
write off of unamortized original issue premium associated with the
10.875% Notes. Loss on modification and extinguishment of debt for
the twelve months ending December 31, 2012 consists of the preceding
amounts and $8.6 million of arrangement and amendment fees and other
fees and expenses incurred in connection with the March 2012
amendment of our Senior Secured Credit Facility and $0.8 million
related to the non-cash write off of unamortized debt issuance costs
and original issue discount associated with a portion of our term
loans which were extinguished. Loss on modification of debt for the
twelve months ended December 31, 2011 is comprised of arrangement
and lender consent fees associated with the February 2011 amendment
of our Senior Secured Credit Facility.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
|
|
Other adjustments consist primarily of net realized and unrealized
foreign currency transaction gains and losses.
|
(d) Other adjustment items applicable for the twelve month period only
include future cost savings and pre-acquisition EBITDA related to the
acquisitions of Exos, Dr. Comfort, ETI, and Circle City for the year
ended December 31, 2012 and Dr. Comfort, ETI, and Circle City for the
year ended December 31, 2011.

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