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| EXAC > SEC Filings for EXAC > Form 10-K on 7-Mar-2013 | All Recent SEC Filings |
7-Mar-2013
Annual Report
The following table includes: (i) items from the Statements of Income for the
year ended December 31, 2012 as compared to 2011, and the dollar and percentage
change from year to year and the percentage relationship to net sales, and (ii)
items from the Statements of Income for the year ended December 31, 2011 as
compared to 2010, and the dollar and percentage change from year to year and the
percentage relationship to net sales:
(dollars in 2012 - 2011 2011 - 2010
thousands) Years Ended December 31, Inc (decr) Inc (decr) % of Sales
2012 2011 2010 $ % $ % 2012 2011 2010
Net sales $ 224,337 $ 205,397 $ 190,483 18,940 9.2 14,914 7.8 100.0 % 100.0 % 100.0 %
Cost of goods sold 68,731 64,847 63,961 3,884 6.0 886 1.4 30.6 31.6 33.6
Gross profit 155,606 140,550 126,522 15,056 10.7 14,028 11.1 69.4 68.4 66.4
Operating expenses:
Sales and marketing 81,979 77,243 66,123 4,736 6.1 11,120 16.8 36.5 37.6 34.7
General and
administrative 20,139 21,969 17,622 (1,830 ) (8.3 ) 4,347 24.7 9.0 10.7 9.2
Research and
development 16,803 13,059 13,631 3,744 28.7 (572 ) (4.2 ) 7.5 6.4 7.2
Depreciation and
amortization 15,343 14,455 10,744 888 6.1 3,711 34.5 6.8 7.0 5.6
Total operating
expenses 134,264 126,726 108,120 7,538 5.9 18,606 17.2 59.8 61.7 56.7
Income from
operations 21,342 13,824 18,402 7,518 54.4 (4,578 ) (24.9 ) 9.5 6.7 9.7
Other income
(expense), net (1,448 ) (514 ) (181 ) (934 ) 181.7 (333 ) 184.0 (0.6 ) (0.2 ) (0.1 )
Income before taxes 19,894 13,310 18,221 6,584 49.5 (4,911 ) (27.0 ) 8.9 6.5 9.6
Provision for income
taxes 7,153 4,484 7,756 2,669 59.5 (3,272 ) (42.2 ) 3.2 2.2 4.1
Net income $ 12,741 $ 8,826 $ 10,465 3,915 44.4 (1,639 ) (15.7 ) 5.7 4.3 5.5
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Sales
Comparison of the years ended December 31, 2012 and 2011
For the year ended December 31, 2012, sales increased 9% to $224.3 million from
$205.4 million in the comparable twelve months ended December 31, 2011. The
following table includes the net sales for each of our product lines along with
the percentage of net sales, as well as a comparison of net sales change to net
sales change calculated on a constant currency basis for the years ended
December 31, 2012 and 2011:
Constant Currency
Years Ended % Change % Change
(in thousands) December 31, 2012 December 31, 2011 2012-2011 2012-2011
Knee $ 81,387 36.3 % $ 80,088 39.0 % 1.6 3.1
Hip 40,826 18.2 33,688 16.4 21.2 22.1
Biologics/Spine 24,463 10.9 24,341 11.9 0.5 1.6
Extremity 52,061 23.2 39,923 19.4 30.4 31.3
Other 25,600 11.4 27,357 13.3 (6.4 ) (4.5 )
Total $ 224,337 100.0 % $ 205,397 100.0 % 9.2 10.5
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The increase in sales of knee implant products was related to the market acceptance of our Optetrak Logic system. Sales of our extremity products increased significantly as we continued to penetrate market share with our Equinoxe reverse shoulder system. Hip implant sales increased as we continued to experience market penetration with our Novation Element hip system. Our biologics and spine sales increase was a result of increased spinal revenues worldwide. The decrease in the sales of all other products was related to a reduction in sales of our surgical instrumentation sold outside the United States. Domestically, sales increased 9% to $145.6 million, or 65% of total sales, during the year ended December 31, 2012, up from $133.0 million, which also represented 65% of total sales during 2011. Internationally, sales increased 9% to $78.7 million, representing 35% of total sales, for the year ended
December 31, 2012, as compared to $72.4 million, which was also 35% of total sales during 2011. The international sales increase was primarily attributable to market growth in our direct sales operations. Comparison of the years ended December 31, 2011 and 2010 During 2011 sales increased 8% to $205.4 million for the year ended 2011 from $190.5 million in 2010. The following table includes the net sales for each of our product lines along with the percentage of net sales, as well as a comparison of net sales change to net sales change calculated on a constant currency basis for the years ended December 31, 2011 and 2010:
Constant Currency
Years Ended % Change % Change
(in thousands) December 31, 2011 December 31, 2010 2011-2010 2011-2010
Knee $ 80,088 39.0 % $ 76,509 40.1 % 4.7 3.1
Hip 33,688 16.4 28,710 15.1 17.3 15.0
Biologics/Spine 24,341 11.9 27,987 14.7 (13.0 ) (13.7 )
Extremity 39,923 19.4 30,033 15.8 32.9 32.4
Other 27,357 13.3 27,244 14.3 0.4 (0.9 )
Total $ 205,397 100.0 % $ 190,483 100.0 % 7.8 6.5
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Sales of knee implant products increased as we continued the introduction of our
Logic PS knee system. Sales of hip implant products increased due to the
continued interest in our expanded Novation hip system. Our increase in
extremities sales was due to the market acceptance of our Equinoxe shoulder
replacement systems. Our reduction in our biologic and spine services sales was
a result of a decrease in biologic revenues in the United States due to sales
force transitions. Sales of other products remained relatively flat as a result
of sales growth of our cement products offset by sales contraction from other
products from our distributors. Internationally, net sales increased 24% to
$72.4 million, representing 35% of total sales, from $58.5 million, or 31% of
total sales, during 2010. The international sales growth was a result of our
continued expansion efforts. Domestically, sales increased 1% during 2011 to
$133.0 million from $132.0 million in 2010.
Gross Profit
Gross profit increased 11% to $155.6 million for the year ended December 31,
2012 from $140.6 million for the year ended December 31, 2011. As a percentage
of sales, gross profit increased to 69% during the year ended December 31, 2012
as compared to 68% in the same twelve month period in 2011, as a result of
continued cost reductions in our internally manufactured products . Gross profit
increased 11% to $140.6 million in 2011, or 68% gross profit margin, from $126.5
million, or 66% gross profit margin in 2010, which was primarily due to growth
in our expanding higher margin direct international operations. During 2013, we
anticipate that gross profit will decrease to a range from 67-68% due to the
projected impact of the medical device excise tax implemented by the PPACA ,
which is 2.3% of medical device sales, or first use of product, in the United
States.
Operating Expenses
Total operating expenses increased 6% to $134.3 million in the year ended
December 31, 2012 from $126.7 million in the year ended December 31, 2011. As a
percentage of sales, total operating expenses decreased to 60% for the twelve
months ended December 31, 2012, as compared to 62% for the same period in 2011.
The decrease as a percentage of sales is a result of lower compliance costs as
well as our focus on reducing operating expenses. Included in operating expenses
for the twelve months of 2012 is $2.3 million in compliance costs, compared to
$4.5 million in the twelve months of 2011.
Sales and marketing expenses, the largest component of total operating expenses,
increased 6% for the year ended December 31, 2012 to $82.0 million from $77.2
million in the comparable period of December 31, 2011. Sales and marketing
expenses, as a percentage of sales, decreased slightly to 37% for the year ended
December 31, 2012, from 38% for the year ended December 31, 2011. Sales and
marketing expenses increased 17% in 2011 to $77.2 million from $66.1 million in
2010, as we continued our international growth efforts in direct distribution
operations in Germany,
Spain, and Japan. Looking forward, sales and marketing expenditures, as a
percentage of sales, are expected to be in the range of 36% to 37% for 2013.
General and administrative expenses decreased 8% to $20.1 million in the twelve
months ended December 31, 2012 from $22.0 million in the twelve months ended
December 31, 2011, which included the $2.3 million and $4.5 million in
compliance expenses for each of the periods, respectively. As a percentage of
sales, general and administrative expenses decreased to 9% for the twelve months
ended December 31, 2012, as compared to 11% in the year ended December 31, 2011.
General and administrative expenses increased 25% to $22.0 million in 2011 from
$17.6 million in 2010. The increase during 2011 was primarily due to increased
compliance costs. During 2011, compliance spending increased to $4.5 million as
compared to $1.3 million in 2010. As a percentage of sales, general and
administrative expenses increased to 11% for the year ended December 31, 2011,
as compared to 9% in the year ended December 31, 2010. General and
administrative expenses for 2013 are expected to be in the range of 8% to 9% of
sales for 2013.
Research and development expenses increased 29% for the year ended December 31,
2012 to $16.8 million from $13.1 million for 2011. As a percentage of sales,
research and development expenses increased to 7% for the twelve months ended
December 31, 2012 from 6% for the comparable period last year. The increase was
due primarily to increased design and development activities, including our
cartilage repair development project. Research and development expenses
decreased 4% to $13.1 million in 2011 from $13.6 million in 2010, primarily as a
result of lower prototype costs. As a percentage of sales, research and
development expenses decreased to 6% for 2011 from 7% for 2010. We anticipate
research and development expenditures, as a percent of sales, to range from 7%
to 8% of sales during 2013.
Depreciation and amortization increased 6% to $15.3 million during the year
ended December 31, 2012 from $14.5 million in the twelve months ended
December 31, 2011, as a result of continuing investment in our operations and
expanding surgical instrumentation deployment. As a percentage of sales,
depreciation and amortization remained flat at 7% for the years ended
December 31, 2012 and 2011. Total capital expenditure investment for 2012 was
$22.4 million, which included $17.9 million of surgical instrumentation placed
in service and approximately $1.4 million for patents and trademarks spent
during the twelve months of 2012. Depreciation and amortization expenses
increased 35% in 2011 to $14.5 million from $10.7 million in 2010, as we
invested $24.9 million in capital expenditures, including $3.4 million to
purchase manufacturing equipment, and $20.1 million in surgical instrumentation.
Income from Operations
Our income from operations increased 54% to $21.3 million, or 10% of sales in
the year ended December 31, 2012 from $13.8 million, or 7% of sales in the
twelve month period ended December 31, 2011. The increase in our income from
operations was a result of the increase in sales combined with our efforts to
reduce our growth in expenses. Income from operations decreased 25% to $13.8
million in 2011 from $18.4 million in 2010, which was due to an increase in
expenses related to compliance and legal costs, as well as increased expenses
from our expanded international operations. As a percentage of sales, income
from operations decreased to 7% in 2011 from 10% in 2010. Looking forward, we
expect operating expenses to increase slower than sales growth however due to
the reduction in gross profit margins as a result of the medical device excise
tax, we anticipate income from operations to be in the range of 8% to 10% for
2013.
Other Income and Expenses
We had other expenses, net of other income, of $1.4 million during the year
ended December 31, 2012, as compared to other expenses, net of other income of
$0.5 million in the twelve months ended December 31, 2011. The decrease to net
other expenses was primarily due to the reduction to net foreign currency loss
of $0.1 million for 2012 from a foreign currency gain of $0.5 million for 2011.
Net foreign currency activities during the twelve months ended December 31, 2012
consisted of $0.2 million in foreign currency transaction gains, offset by the
realized loss of $0.3 million from our forward currency option hedge. Also
contributing to the decrease was net interest expense, which increased for the
twelve months ended December 31, 2012 to $1.4 million from $1.1 million during
the twelve months ended December 31, 2011 due to increased full year average
borrowing under our line of credit facility. Other expenses, net of other
income, increased 184% to $0.5 million in 2011 from $0.2 million in 2010,
primarily related to increased interest expense due to our increased line of
credit balance, which was partially offset by gains on foreign currency
transactions.
Taxes and Net Income
Income before provision for income taxes increased 49% to $19.9 million in the
year ended December 31, 2012 from $13.3 million in the same period in 2011. The
effective tax rate, as a percentage of income before taxes, was 36% for the
twelve months ended December 31, 2012 and 34% for the same twelve month periods
in 2011. The increase in the effective tax rate for the year ended was primarily
due to the tax impact of the research and development tax credit that was
effective for 2011 as opposed to having expired during 2012, and the change in
estimate of the non-deductible portion of the 2010 DOJ settlement. Formerly, we
anticipated that $0.6 million of this settlement was non-deductible and, as a
result of IRS discussions with the DOJ in the second quarter of 2012, pursuant
to an IRS audit being conducted for tax years 2009 and 2010, it was clarified
that $1.3 million of this settlement was non-deductible resulting in $0.3
million of additional tax liability. We expect our effective tax rate to range
from 28% to 31% for the first quarter of 2013, as a result of the retroactive
renewal of the 2012 research and development tax credit, that was enacted on
January 2, 2013, and will be a tax benefit during the first quarter of 2013.
During the full year 2013, we anticipate an effective tax rate of 31 to 33%. As
a result of the foregoing, we realized net income of $12.7 million in the year
ended December 31, 2012, an increase of 44% from $8.8 million in the twelve
months ended December 31, 2011. As a percentage of sales, net income increased
to 6% from 4% during the year ended December 31, 2011. Earnings per share, on a
diluted basis, increased to $0.96 for the twelve months ended December 31, 2012,
from $0.67 for the twelve months ended December 31, 2011. Income before
provision for income taxes decreased 27% in 2011 from 2010. The effective income
tax rate, as a percentage of income before taxes, for 2011 was 34%, as compared
to 43% in 2010. The decrease in the effective rate during 2011 was primarily due
to a larger percentage of our sales and profits being in tax jurisdictions
outside the U.S. with lower effective tax rates. As a result of the foregoing,
we realized a decrease in net income of 16% in 2011 to $8.8 million,
representing 4% of sales, and diluted earnings per share of $0.67, as compared
to net income of $10.5 million, or 5% of sales and diluted earnings per share of
$0.80, in 2010
Liquidity and Capital Resources
We have financed our operations primarily through a combination of commercial
debt financing and cash flows from our operating activities. At December 31,
2012, we had working capital of $98.7 million, an increase of 7% from $92.2
million at the end of 2011. Working capital in 2012 increased primarily as a
result of an increase in our current inventory balance, and was partially offset
by increases in our accounts payable and accrued expenses associated with our
expansion. We experienced overall increases in our current assets and
liabilities due to our continued growth. We project that cash flows from
operating activities, borrowing under our new line of credit, and the issuance
of equity securities, in connection with both stock purchases under the 2009
ESPP and stock option exercises will be sufficient to meet our commitments and
cash requirements in the next twelve months. If not, we will seek additional
funding options with any number of possible combinations of additional debt,
additional equity or convertible debt.
Operating Activities - Operating activities provided net cash of $27.5 million
in the twelve months ended December 31, 2012, as compared to net cash from
operations of $20.4 million during the twelve months ended December 31, 2011. A
primary contributor to this change related to the increase in inventory of $8.0
million during the year ended December 31, 2012, compared to an increase of $1.2
million during the same period ended December 31, 2011, as a result of our
product line and market expansions and the inventory return agreement discussed
below. Expansion of accounts receivable used net cash of $0.5 million for the
year ended December 31, 2012 and $7.3 million for the year ended December 31,
2011. A major contributor to the collection effort was our sales distribution
office in Spain, which during the second quarter of 2012, received approximately
8.2 million EUR for substantially all of its accounts receivable aged six months
or older. Our allowance for doubtful accounts and sales returns decreased to
$1.0 million at December 31, 2012 from $3.2 million at December 31, 2011,
principally as a result of the inventory return agreement with our former
Spanish distributor, which resulted in the elimination of approximately $2.2
million in allowances for doubtful account and sales returns. See Note 7 of
Notes to Consolidated Financial Statements for further discussion on the
inventory return. The total days sales outstanding (DSO) ratio, based on average
accounts receivable balances, was 75 for the twelve months ended December 31,
2012, which is flat when compared to the same ratio of 75 for the year ended
December 31, 2011. As we continue to expand our operations internationally, our
DSO ratio could increase, due to the fact that credit terms outside the U.S.
tend to be relatively longer than those in the U.S.
In September 2012, we terminated the forward currency hedging option instrument,
for a notional amount of 9.0 million EUR, which we had entered into during May
2012 as an offset to projected EUR accounts receivable payments through the
second and third quarters of 2012. The hedge instrument was a combination call
and put option that was due to expire on September 28, 2012, with a strike price
of 1.25 USD/EUR and a maximum strike price of 1.3165 USD/EUR. For the twelve
months ended December 31, 2012, we realized a loss of $0.3 million on the
Consolidated Statements of Income related to the termination of this instrument.
Investing Activities - Investing activities used net cash of $22.2 million for
the year ended December 31, 2012, as compared to $24.6 million for the year
ended December 31, 2011. The decrease was due to a reduction of purchases of
property and equipment. Our cash outlays for surgical instrumentation and
manufacturing equipment was $20.6 million, and $1.4 million for purchases of
patents, trademarks and product licenses during the year ended December 31,
2012, as compared to $22.2 million for purchases of surgical instrumentation and
manufacturing equipment, and $0.9 million for purchases of product licenses
during the same period of 2011.
During 2012, we invested $1.3 million in ongoing license and milestone payments
to Blue Ortho related to the Guided Personalized Surgery knee technology.
Distribution Subsidiary - Exactech Ibérica
During the first quarter of 2010, we established a distribution subsidiary in
Spain, Exactech Ibérica, S.A.. ("Exactech Ibérica"), and obtained our import
registration allowing Exactech Ibérica to import our products for sale in Spain.
Exactech Ibérica actively commenced distribution activities during the third
quarter of 2010. The sales distribution subsidiary, based in Gijon, enables us
to directly control our Spanish marketing and distribution operations. During
the first quarter of 2010, we notified our previous independent distributor in
Spain of the non-renewal of our distribution agreement. As a result of that
non-renewal, our relationship with this independent distributor terminated
during the third quarter of 2010. During the third quarter of 2012, we reached
an inventory return agreement with our former Spanish distributor for a sales
return of approximately $4.0 million, of which $3.0 million was previously
recognized. The return was settled through a $1.5 million cash payment and
settlement of the outstanding accounts receivable of $2.5 million.
License technology
Our Taiwanese subsidiary, Exactech Taiwan, has entered into a license agreement
with the Industrial Technology Research Institute (ITRI) and the National Taiwan
University Hospital (NTUH) for the rights to technology and patents related to
the repair of cartilage lesions. As of December 31, 2012, we had paid
approximately $2.1 million for the licenses, patents, equipment related to this
license agreement, and prepaid expenses, and we will make royalty payments when
the technology becomes marketable. Using the technology, we plan to launch a
cartilage repair program that will include a device and method for the treatment
and repair of cartilage in the knee joint. The agreement terms include a license
fee based on the achievement of specific, regulatory milestones and a royalty
arrangement based on sales once regulatory clearances are established. We are
currently evaluating regulatory approval pathways for this technology.
Financing Activities - Financing activities used net cash of $4.3 million for
the year ended December 31, 2012, as compared to providing $5.0 million in net
cash for the year ended December 31, 2011, primarily due to reduction in total
outstanding debt. In 2012, we had net debt repayments of $5.5 million as
compared to net borrowings of $3.8 million in 2011. Proceeds from the exercise
of stock options provided cash of $1.9 million for the year ended December 31,
2012, as compared to $1.2 million for the year ended December 31, 2011, with the
proceeds used to fund general working capital.
Long-term Debt
On February 24, 2012, we entered into a revolving credit and term loan agreement
for a maximum aggregate principal amount of $100 million, referred to as the New
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