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OFIX > SEC Filings for OFIX > Form 10-Q on 6-Nov-2009All Recent SEC Filings

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Form 10-Q for ORTHOFIX INTERNATIONAL N V


6-Nov-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis addresses our liquidity, financial condition, and the results of our operations for the three and nine months ended September 30, 2009 compared to our results of operations for the three and nine months ended September 30, 2008. These discussions should be read in conjunction with our historical consolidated financial statements and related notes thereto and the other financial information included in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. General Overview
We are a diversified orthopedic products company offering a broad line of surgical and non-surgical products for the Spine, Orthopedics, Sports Medicine and Vascular market sectors. Our products are designed to address the lifelong bone-and-joint health needs of patients of all ages, helping them achieve a more active and mobile lifestyle. We design, develop, manufacture, market and distribute medical equipment used principally by musculoskeletal medical specialists for orthopedic applications. Our main products are invasive and minimally invasive spinal implant products and related human cellular and tissue based products ("HCT/P products"), non-invasive bone growth stimulation products used to enhance the success rate of spinal fusions and to treat non-union fractures, external and internal fixation devices used in fracture treatment, limb lengthening and bone reconstruction; and bracing products used for ligament injury prevention, pain management and protection of surgical repair to promote faster healing. Our products also include a device for enhancing venous circulation, cold therapy, bone cement and devices for removal of bone cement used to fix artificial implants and airway management products used in anesthesia applications.
We believe the keys to reaching our publicly stated financial goals for 2009 are primarily related to improvements in the operating performance of the Spinal Implants & Biologics segment, including:
• An acceleration in the growth of revenue,

• An increase of the gross profit margin, and

• A reduction in operating expenses as a percentage of net sales

We expect the acceleration of revenue growth will be driven by the introduction of a number of key new products in 2009, including the Trinity® Evolution™ allograft, the Firebird™ pedicle screw system, the PILLAR SA interbody device, and the Ascent LE posterior cervical spine system. As of September 30, 2009, each of these new products had been introduced to the market and was contributing to the year-over-year net sales growth reported by the Company. Our gross profit margin is expected to increase as a result of the introduction of the key new products indicated above, primarily Trinity® Evolution™. We recognize a 100% gross profit margin from the marketing fees earned from the sales of this allograft, compared to approximately 50% gross profit margin on our previous Trinity® product. This is due to the fact that we are not required to purchase inventory of Trinity® Evolution™, whereas, previously, we were required to purchase inventory of the old Trinity® product and record the associated cost of sales.
Our operating expenses are expected to decrease as a percentage of net sales as we leverage our operating infrastructure against the expected increase in net sales noted above. Additionally, we initiated a reorganization and consolidation plan, during the fourth quarter of 2008, to reduce operating expenses by eliminating redundancies and increasing operating efficiency. This plan includes the consolidation of operations in our Springfield, MA and Wayne, NJ locations into the Company's operations in the Dallas, TX area. For a further discussion about this reorganization and consolidation plan, please refer to the explanation provided in our General and Administrative Expense section of this Management Discussion and Analysis.
We have administrative and training facilities in the United States and Italy and manufacturing facilities in the United States, the United Kingdom, Italy and Mexico. We directly distribute our products in the United States, the United Kingdom, Italy, Germany, Switzerland, Austria, France, Belgium, Mexico, Brazil, and Puerto Rico. In several of these and other markets, we also distribute our products through independent distributors.


Table of Contents

Our condensed consolidated financial statements include the financial results of the Company and its wholly-owned and majority-owned subsidiaries and entities over which we have control. All intercompany accounts and transactions are eliminated in consolidation.
Our reporting currency is the United States Dollar. All balance sheet accounts, except shareholders' equity, are translated at period-end exchange rates, and revenue and expense items are translated at weighted average rates of exchange prevailing during the period. Gains and losses resulting from foreign currency transactions are included in other income (expense), net on the statements of operations. Gains and losses resulting from the translation of foreign currency net assets are recorded in the accumulated other comprehensive income component of shareholders' equity.
Our financial condition, results of operations and cash flows are not significantly impacted by seasonality trends. However, sales associated with products for elective procedures appear to be influenced by the somewhat lower level of such procedures performed in the late summer. Certain of the Breg bracing products experience greater demand in the fall and winter corresponding with high school and college football schedules and winter sports. In addition, we do not believe our operations will be significantly affected by inflation. However, in the ordinary course of business, we are exposed to the impact of changes in interest rates and foreign currency fluctuations. Our objective is to limit the impact of such movements on earnings and cash flows. In order to achieve this objective, we seek to balance non-dollar income and expenditures. During the nine months ended September 30, 2009 and all of 2008, we have used a derivative instrument to hedge certain foreign currency fluctuation exposures. During the nine months ended September 30, 2009 and the second half of 2008, we have used a derivative instrument to hedge certain interest rate exposure on LIBOR-based borrowings. See Item 3 - "Quantitative and Qualitative Disclosures About Market Risk."
We manage our operations as four business segments: Domestic, Spinal Implants & Biologics, Breg, and International. Domestic consists of operations of our subsidiary Orthofix Inc. Spinal Implants and Biologics consist of our Blackstone subsidiary and its domestic and international operations. Breg consists of Breg Inc.'s operations and domestic and international distributors. International consists of operations which are located in the rest of the world as well as independent export distribution operations. Group Activities are comprised of the operating expenses and identifiable assets of Orthofix International N.V. and its US holding company subsidiary, Orthofix Holdings, Inc.


Table of Contents

Segment and Market Sector Revenues
The following tables display net sales by business segment and net sales by
market sector. We maintain our records and account for net sales, costs of sales
and expenses by business segment. We provide net sales by market sector for
information purposes only.
Business Segment:

                                                      Three Months Ended September 30,
                                           2009                              2008
                                                Percent of                        Percent of
                                                Total Net                         Total Net
(US$ in thousands)             Net Sales          Sales          Net Sales          Sales            Growth
Domestic                       $   52,222                39 %    $   47,065                36 %            11 %
Spinal Implants & Biologics        28,017                21 %        25,338                20 %            11 %
Breg                               23,724                17 %        22,377                17 %             6 %
International                      31,135                23 %        34,521                27 %           -10 %

Total                          $  135,098               100 %    $  129,301               100 %             4 %




                                                      Nine Months Ended September 30,
                                           2009                              2008
                                                Percent of                        Percent of
                                                Total Net                         Total Net
(US$ in thousands)             Net Sales          Sales          Net Sales          Sales            Growth
Domestic                       $  155,654                39 %    $  138,397                36 %            12 %
Spinal Implants & Biologics        86,562                22 %        81,093                21 %             7 %
Breg                               70,175                17 %        66,341                17 %             6 %
International                      89,227                22 %       101,541                26 %           -12 %

Total                          $  401,618               100 %    $  387,372               100 %             4 %


Table of Contents

Market Sector:

                                             Three Months Ended September 30,
                              2009                        2008
                                    Percent                     Percent
                                   of Total                    of Total                     Constant
                        Net           Net           Net           Net        Reported       Currency
(US$ in thousands)     Sales         Sales         Sales         Sales        Growth         Growth
Spine                $  68,136            50 %   $  61,318            48 %          11 %           11 %
Orthopedics             33,250            25 %      33,824            26 %          -2 %            6 %
Sports Medicine         24,664            18 %      23,700            18 %           4 %            5 %
Vascular                 3,904             3 %       4,274             3 %          -9 %           -5 %
Other                    5,144             4 %       6,185             5 %         -17 %           -5 %

Total                $ 135,098           100 %   $ 129,301           100 %           4 %            7 %




                                             Nine Months Ended September 30,
                              2009                        2008
                                    Percent                     Percent
                                   of Total                    of Total                     Constant
                        Net           Net           Net           Net        Reported       Currency
(US$ in thousands)     Sales         Sales         Sales         Sales        Growth         Growth
Spine                $ 204,995            51 %   $ 186,488            48 %          10 %           10 %
Orthopedics             95,468            24 %      96,919            25 %          -1 %            8 %
Sports Medicine         73,369            18 %      70,212            18 %           4 %            5 %
Vascular                12,574             3 %      13,391             4 %          -6 %           -1 %
Other                   15,212             4 %      20,362             5 %         -25 %           -9 %

Total                $ 401,618           100 %   $ 387,372           100 %           4 %            7 %


Table of Contents

The following table presents certain items from our Condensed Consolidated Statements of Operations as a percent of total net sales for the periods indicated:

                                           Three Months Ended                Nine Months Ended
                                              September 30,                    September 30,
                                          2009             2008            2009             2008
                                          (%)              (%)             (%)              (%)
Net sales                                     100              100             100              100
Cost of sales                                  24               37              25               30
Gross profit (1)                               76               63              75               70
Operating expenses:
Sales and marketing                            41               39              41               40
General and administrative                     15               15              16               15
Research and development                        6                5               7                5
Amortization of intangible assets               1                4               1                4
Gain on sale of Pain Care®
operations                                      -                -               -                -
Impairment of goodwill and
intangible assets                               -              224               -               75
Total operating income (loss)                  13             (224 )            10              (69 )
Net income (loss)                               5             (184 )             4              (59 )

(1) Includes effect of obsolescence provision representing approximately 9% and 3% points, respectively, for the three and nine months ended September 30, 2008.

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
Net sales increased 4% to $135.1 million in the third quarter of 2009 compared to $129.3 million for the same period last year. The impact of foreign currency decreased sales by $3.6 million during the third quarter of 2009 when compared to the third quarter of 2008.
Sales by Business Segment:
Net sales in Domestic increased to $52.2 million in the third quarter of 2009 compared to $47.1 million for the same period last year, an increase of 11%. Domestic's net sales represented 39% and 36% of total net sales during the third quarter of 2009 and 2008, respectively. The increase in Domestic's net sales was partially the result of a 12% increase in sales in our Spine market sector, which was mainly driven by increased sales of our Spinal-Stim® and Cervical-Stim®products. The increase in Domestic's net sales was also attributable to an 8% increase in our Orthopedics market sector which included a 14% increase in sales of Physio-Stim® products and a 16% increase in sales of our external fixation products as compared to the same period in the prior year. Partially offsetting these sales increases was a decrease of 29% in the sales of our biologics products as a result of our replacement of the Trinity® product line with Trinity®Evolution™. Although biologics sales decreased, the quantity of product sold increased in the third quarter of 2009 compared to the third quarter of 2008 because, under the terms of the agreement, we recognized marketing fees of 70% of the end-user sales price of Trinity® Evolution™ compared to 100% of the end-user sales price of Trinity®. During the three months ended September 30, 2009, Domestic generated $0.6 million in revenues of Trinity® Evolution™.
Domestic Sales by Market Sector:

                                         Net Sales for the
                                 Three Months Ended September 30,
         (US$ in thousands)         2009                   2008           Growth
         Spine                $          39,609       $        35,340          12 %
         Orthopedics                     12,613                11,725           8 %


         Total                $          52,222       $        47,065          11 %


Table of Contents

Net sales in Spinal Implants & Biologics increased $2.7 million to $28.0 million in the third quarter of 2009 compared to $25.3 million for the same period last year, an increase of 11%. Spinal Implants & Biologics' net sales represented 21% and 20% of total net sales during the third quarter of 2009 and 2008, respectively. The increase in sales was primarily related to a 21% increase in our thoracolumbar product sales due to the introduction of the new Firebird™ pedicle screw system during the second quarter of 2009. Sales of our interbody and cervical products increased by 22% and 10%, respectively, when compared to the same period in the prior year. These sales increases were partially offset by a 19% sales decrease in our biologics products when compared to the same period last year as a result of our replacement of the Trinity® product line with Trinity® Evolution™. Although biologics sales decreased, the quantity of product sold increased in the third quarter of 2009 compared to the third quarter of 2008 because, under the terms of the agreement, we recognized marketing fees of 70% of the end-user sales price of Trinity®Evolution™ compared to 100% of the end-user sales price of Trinity®. Full market release of our new Trinity® Evolution™ stem cell-based allograft occurred on July 1, 2009 with sales reaching $3.5 million during the third quarter of 2009. All of Spinal Implants & Biologics' sales are recorded in our Spine market sector. Net sales in Breg increased $1.3 million to $23.7 million in the third quarter of 2009 compared to $22.4 million for the same period last year, an increase of 6%. Breg's net sales represented 17% of total net sales during both third quarters of 2009 and 2008. The increase in Breg's net sales was primarily due to a 9% increase in sales of our Breg bracing products when compared to the same period in the prior year, primarily as a result of the sales of our new products which include spine bracing. Further, sales of our cold therapy products increased 6% over the same period in the prior year which is due to the recent introduction of our Kodiak® cold therapy products. All of Breg's sales are recorded in our Sports Medicine market sector.
Net sales in International decreased 10% to $31.1 million in the third quarter of 2009 compared to $34.5 million for the same period last year. International's net sales represented 23% and 27% of our total net sales in the third quarter of 2009 and 2008, respectively. The impact of foreign currency decreased International net sales by 10% or $3.5 million, during the third quarter of 2009 as compared to the third quarter of 2008. On a constant currency basis, sales for the Orthopedics sector increased 5% in the third quarter of 2009 when compared to the prior year. Within the Orthopedics sector, external fixation, stimulation, and deformity correction increased 4%, 18%, and 72% respectively, on a constant currency basis, when compared with the same period last year. Sales of our Vascular and Other distributed products both decreased 5% on a constant currency basis when compared to the same period in the prior year. International Sales by Market Sector:

                                   Net Sales for the
                                  Three Months Ended                      Constant
                                     September 30,          Reported      Currency
           (US$ in thousands)      2009          2008        Growth        Growth
           Spine                $      510     $    640           -20 %         -20 %
           Orthopedics              20,637       22,099            -7 %           5 %
           Sports Medicine             940        1,323           -29 %         -21 %
           Vascular                  3,904        4,274            -9 %          -5 %
           Other                     5,144        6,185           -17 %          -5 %

           Total                $   31,135     $ 34,521           -10 %           0 %


Table of Contents

Sales by Market Sector:
Sales of our Spine products increased to $68.1 million in the third quarter of 2009 compared to $61.3 million in the third quarter of 2008. Sales of our Cervical-Stim® and Spinal-Stim®products increased 7% and 17%, respectively, in the third quarter of 2009 compared to 2008. In addition, sales of our Spinal Implants & Biologics products increased 10% over the same period in the prior year due to the introduction of new thoracolumbar products previously discussed as well as increased sales of our interbody and cervical products. Also, the full market release of our new Trinity® Evolution™ stem cell-based allograft occurred on July 1, 2009 replacing the former Trinity® product line. Sales of Trinity® Evolution™ reached $3.5 million during the third quarter of 2009. Under the terms of the agreement, we recognized marketing fees of 70% of the end-user sales price of Trinity® Evolution™ compared to 100% of the end-user sales price of Trinity®. Spine product sales were 50% and 48% of our total net sales in the third quarters of both 2009 and 2008, respectively.
Sales of our Orthopedics products decreased $0.6 million to $33.3 million in the third quarter of 2009 compared to $33.8 million for the same period last year. On a constant currency basis, sales increased 6% compared to the same period last year due to increased sales of our Physio Stim®, external fixation, and deformity correction products. Orthopedic product sales were 25% of our total net sales in the third quarter of 2009 compared to 26% for the same period last year.
Sales of our Sports Medicine products increased 4% to $24.7 million in the third quarter of 2009 compared to $23.7 million for the same period last year. As discussed above, the increase of $1.0 million is primarily due to sales of our Breg bracing and cold therapy products. Sports Medicine product sales were 18% of our total net sales in both the third quarters of 2009 and 2008. Sales of our Vascular products, which consist of our A-V Impulse System®, decreased 9% to $3.9 million in the third quarter of 2009 compared to $4.3 million for the same period last year. On a constant currency basis, sales decreased 5% compared to the prior period. Vascular product sales were 3% of our total net sales in both the third quarters of 2009 and 2008.
Sales of our Other products, which include the sales of our Laryngeal Mask as well as our Woman's Care line, decreased 17% to $5.1 million in the third quarter of 2009 when compared to $6.2 million for the same period last year. On a constant currency basis, sales decreased 5% when compared to the third quarter of 2008. We distribute the Laryngeal Mask product in the United Kingdom and in Italy. We will transition out of the agreements to distribute the Laryngeal Mask product in Italy and in the United Kingdom, in October 2009 and June 2010, respectively. Other product sales were 4% and 5% of our total net sales in both the third quarters of 2009 and 2008, respectively.
Gross Profit - Our gross profit increased 27% to $103.1 million in the third quarter of 2009, compared to $81.3 million for the same period last year. Gross profit as a percent of net sales in the third quarter of 2009 was 76.3% compared to 62.9% for the same period last year. In the quarter ended September 30, 2008, due to reduced projections in revenue, distributor terminations, new products, and the replacement of one of our products with a successor product, the Company changed its estimates regarding the inventory allowance at Blackstone, primarily based on estimated net realizable value using assumptions about future demand and market conditions. The change in estimate resulted in an increase in the reserve for obsolescence of approximately $10.9 million. In addition, the Company recorded approximately $0.6 million of expense related to Blackstone instrumentation equipment, also as a result of the replacement of one of our products with a successor product. Gross profit as a percent of net sales in the third quarter of 2008 was 62.9%. Gross profit, excluding the additional reserve recorded at Blackstone was 71.8% in the quarter ended September 30, 2008. Excluding the negative impacts in the prior year, the increase in the gross profit is primarily due to the increased sales of higher margin stimulation products and Spinal Implants & Biologics products.
Sales and Marketing Expense - Sales and marketing expense, which includes commissions, certain royalties and the bad debt provision, generally increase and decrease in relation to sales. Sales and marketing expense increased $4.8 million, or 10%, to $55.0 million in the third quarter of 2009 compared to $50.2 million in the third quarter of 2008. As a percent of net sales, sales and marketing expense was 40.7% and 38.8% in the third quarter of 2009 and 2008, respectively. This increase is primarily the result of an increase in commission expenses reflecting the implementation of sales programs with new distributor programs. This increased investment in sales and marketing has facilitated the development of new customer relationships and increased sales in both the spine stimulation and orthopedic businesses.


Table of Contents

General and Administrative Expense - General and administrative expense increased $1.5 million, or 8%, in the third quarter of 2009 to $20.8 million compared to $19.3 million in the third quarter of 2008. The increase is primarily due to a restructuring charge to consolidate substantially all of Blackstone's current operations in Wayne, NJ and Springfield, MA into the same facility housing its spine stimulation and US orthopedics business in the Dallas, TX area. In addition, general and administrative expenses were also higher compared with the prior year due to infrastructure increases in some faster growing international markets. General and administrative expense as a percent of net sales was 15.4% in the third quarter of 2009 compared to 14.9% for the same period last year.
Research and Development Expense - Research and development expense increased $1.4 million in the third quarter of 2009 to $7.9 million compared to $6.4 million for the same period last year. This increase is primarily the result of our collaborative arrangement with Intelligent Implant Systems ("IIS") for which we made an $0.8 million milestone payment during the third quarter of 2009. As a percent of sales, research and development expense was 5.8% in the third quarter of 2009 compared to 5.0% for the same period last year. We do not expect to incur any further expense in 2009 related to the IIS agreement; see Liquidity and Capital Resources for further detail.
Amortization of Intangible Assets - Amortization of intangible assets decreased $3.7 million in the third quarter of 2009 to $1.7 million compared to $5.3 million for the same period last year. This decrease is primarily attributed to the impairment of $105.7 million of definite-lived intangible assets at Blackstone during the third quarter of 2008.
Impairment of Goodwill and Certain Intangible Assets - In the third quarter of 2008, we incurred $289.5 million of expense related to the impairment of goodwill and certain intangible assets. As part of our debt refinancing completed in September 2008, five year projections were prepared for Blackstone. . . .

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