UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2015
WRIGHT MEDICAL GROUP, INC.
(Exact name of registrant as specified in charter)
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Delaware | 001-35823 | 13-4088127 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
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1023 Cherry Road, Memphis, Tennessee | 38117 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (901) 867-9971
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition | |
Item 9.01. Financial Statements and Exhibits | |
Signature | |
Exhibit Index | |
Ex 99.1 | |
Item 2.02. Results of Operations and Financial Condition.
On July 29, 2015, Wright Medical Group, Inc. issued a press release announcing its consolidated financial results for the quarter ended June 30, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is not considered "filed" under the Exchange Act, and shall not be incorporated into any previous or future filings by Wright under the Securities Act or the Exchange Act.
The attached press release includes the following non-GAAP measures: net sales, excluding the impact of foreign currency; operating income, as adjusted; net income from continuing operations, as adjusted; net income from continuing operations, as adjusted, per diluted share; effective tax rate, as adjusted; EBITDA from continuing operations, as adjusted; and free cash flow.
These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.
For our internal budgeting and resource allocation process, our management uses financial information that does not include:
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1. | non-cash inventory step-up amortization, |
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2. | costs associated with distributor conversions and amortization of non-competes, |
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3. | non-cash interest expense related to the Convertible Notes due 2017 & 2020 (2017 & 2020 Convertible Notes), |
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4. | pro rata write-off of deferred financing fees and debt discount associated with 2017 Convertible Notes, |
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5. | mark-to-market adjustments of derivative assets and liabilities, |
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6. | due diligence, transition and transaction costs, |
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7. | BioMimetic CVR mark-to-market adjustments, |
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8. | contingent consideration fair value adjustment, |
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9. | the income tax effects of the foregoing, and |
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10. | the U.S. tax benefit recognized in continuing operations resulting from the U.S. tax provision recognized in discontinued operations. |
Additionally, for our internal budgeting process and evaluation of net sales performance, our management uses net sales in constant currency. To measure our sales performance on a constant currency basis, it is necessary to remove the impact of changes in foreign exchange rates, which affects the comparability and trend of sales. Net sales, excluding the impact of foreign currency, is calculated by translating current year results at prior year average foreign currency exchange rates. For our internal budgeting and resource allocation process, management uses EBITDA, EBITDA as adjusted, and free cash flow. EBITDA is calculated by adding back to net income charges for interest, income taxes and depreciation and amortization expenses. EBITDA, as adjusted, is calculated by excluding non-cash stock based compensation expense and non-operating income and expense, as well as the applicable adjustments listed above from EBITDA. Free cash flow is calculated by subtracting capital expenditures from cash provided by operating activities.
We use these non-GAAP financial measures in making operating decisions because we believe the measures provide meaningful supplemental information regarding our core operational performance and give us a better understanding of how we should invest in research and development activities and how we should allocate resources to both ongoing and prospective business initiatives. We use these measures to help make budgeting and spending decisions, for example, between product development expenses and research and development, sales and marketing, and general and administrative expenses. Additionally, management is evaluated on the basis of these non-GAAP financial measures when determining achievement of their incentive performance compensation targets. Further, these non-GAAP financial measures facilitate management's internal comparisons to both our historical operating results and to our competitors' operating results.
As described above, we exclude the following items from one or more of our non-GAAP measures:
Foreign currency impact on net sales. We excluded the foreign currency impact on net sales compared to prior year from our non-GAAP measure, primarily because it is not reflective of our ongoing operating results, and it is not used by management for our internal budgeting process and evaluation of net sales performance. We further believe that excluding this item from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.
Non-cash inventory step-up amortization. We excluded inventory step-up amortization associated with our acquisitions from our non-GAAP measures, primarily because they are not reflective of our ongoing operating results, and they are not used by management to assess the core profitability of our business operations. Additionally, because these are non-cash expenses, they do not impact our operational performance, liquidity, or our ability to invest in research and development and to fund acquisitions and capital expenditures. We further believe that excluding this item from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.
Distributor conversion costs and amortization of distributor non-competes. In connection with our initiative to convert a portion of our independent foot and ankle distributor territories to direct employee sales representation, we entered into conversion agreements with certain independent distributors, which included non-competition clauses. We excluded the distributor conversion costs and amortization of distributor non-competes from our non-GAAP measures, primarily because they are not reflective of our ongoing operating results, and they are not used by management to assess the core profitability of our business operations. We further believe that excluding this item from our non-GAAP results is useful to investors in that they allow for period-over-period comparability.
Non-cash interest expense related to the 2017 & 2020 Convertible Notes. We excluded the non-cash interest expense associated with the amortization of the debt discount related to our 2017 & 2020 Convertible Notes from our non-GAAP measures, primarily because it is a non-cash expense. We believe that it is useful to investors to understand our operational performance, liquidity, and our ability to invest in research and development and to fund acquisitions and capital expenditures. While interest expense associated with the amortization of the debt discount constitutes an ongoing and recurring expense, such expense is excluded from our non-GAAP results because it is not an expense that requires cash settlement and is not used by management to assess the core profitability of our business operations. We further believe that excluding this item from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.
Non-cash write-off of deferred financing fees and debt discount associated with the 2017 Convertible Notes. We excluded the non-cash pro-rata write-off of deferred financing fees and debt discount from our non-GAAP measures, primarily because they are not reflective of our ongoing operating results, and they are not used by management to assess the core profitability of our business operations. We further believe that excluding this item from our non-GAAP results is useful to investors in that they allow for period-over-period comparability.
Mark-to-market adjustment of the derivatives. We excluded the adjustment of the mark-to-market adjustments on the derivatives from our non-GAAP measures, primarily because it is not reflective of our ongoing operating results, and it is not used by management to assess the core profitability of our business operations. We further believe that excluding this item from our non-GAAP results is useful to investors in that they allow for period-over-period comparability.
Due diligence, transaction and transition costs. We excluded the due diligence, transaction and transition costs associated with acquisitions and mergers and our OrthoRecon divestiture from our non-GAAP measures, primarily because they are not reflective of our ongoing operating results, and they are not used by management to assess the core profitability of our business operations. We further believe that excluding this item from our non-GAAP results is useful to investors in that they allow for period-over-period comparability.
BioMimetic CVR mark-to-market adjustments. We excluded the adjustment of the mark-to-market adjustments on the contingent value rights associated with acquired assets and liabilities from our BioMimetic acquisition from our non-GAAP measures, primarily because they are not reflective of our ongoing operating results, and they are not used by management to assess the core profitability of our business operations. We further believe that excluding this item from our non-GAAP results is useful to investors in that they allow for period-over-period comparability.
Contingent consideration fair value adjustment. We excluded the fair value adjustment of our contingent consideration from our non-GAAP measures, primarily because it is not reflective of our ongoing operating results, and it is not used by management to assess the core profitability of our business operations. We further believe that excluding this item from our non-GAAP results is useful to investors in that they allow for period-over-period comparability.
Income tax effects of the foregoing. This amount is used to present each of the amounts described above, except for foreign currency impact on net sales, on an after-tax basis consistent with the presentation of net income, as adjusted.
U.S. tax provision/benefit within continuing operations. We excluded the U.S. tax benefit recorded within continuing operations recorded as a result of the U.S. pre-tax gain recognized within discontinued operations due to the sale of the OrthoRecon business during the first quarter of 2014 from our non-GAAP measures, primarily because it is not reflective of our ongoing operating results, and it is not used by management to assess the core profitability of our business operations. We further believe that excluding this item from our non-GAAP results is useful to investors in that they allow for period-over-period comparability.
We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our financial results as determined in accordance with GAAP and that these measures should only be used to evaluate our financial results in conjunction with the corresponding GAAP measures, and that is why we qualify the use of non-GAAP financial information in a statement when non-GAAP information is presented.
We further believe that where the adjustments used in calculating net income from continuing operations, as adjusted; and net income from continuing operations, as adjusted, per diluted share are based on specific, identified amounts that impact different line items in our Condensed Consolidated Statements of Operations (including operating income and net income), that it is useful to investors to understand how these specific line items in our Condensed Consolidated Statements of Operations are affected by these adjustments for the following reasons:
Operating income. Excluding non-cash inventory step-up amortization from the calculation of operating income assists investors in evaluating period-over-period changes without giving effect to these charges which are non-cash in nature, in order to evaluate the results of the underlying operating activities for the periods presented. Excluding distributor conversion costs and amortization of distributor non-competes; due diligence, transaction, and transition costs; and transition costs related to our OrthoRecon divestiture from the calculation of operating income assists investors in evaluating period-over-period changes in this measure without giving effect to transactions that do not relate to the performance of our ongoing operations.
Net Income from Continuing Operations. Excluding the after tax impact of non-cash inventory step-up amortization, non-cash interest expense related to the 2017 & 2020 Convertible Notes, pro-rata write-off of deferred financing fees and debt discount associated with the 2017 Convertible Notes, and mark-to-market adjustments on the derivatives from the calculation of net income from continuing operations assists investors in evaluating period-over-period changes without giving effect to these charges which are non-cash in nature, in order to evaluate the results of the underlying operating activities for the periods presented. Excluding distributor conversion costs and amortization of distributor non-competes; due diligence, transaction and transition costs; transition costs related to our OrthoRecon divestiture; and CVR mark-to-market adjustments from the calculation of net income from continuing operations and net income assists investors in evaluating period-over-period changes in these measures without giving effect to transactions that do not relate to the performance of our ongoing operations.
Effective Tax Rate. Excluding the income tax effect of the non-GAAP, pre-tax adjustments and the tax benefit on the sale of discontinued operations from the provision for income taxes assists investors in understanding the tax provision associated with those adjustments and our effective tax rate related to our ongoing operations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number | | Description |
99.1 | | Press release issued by Wright Medical Group, Inc. on July 29, 2015. |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Forward-looking statements in this press release include, but are not limited to, statements about our outlook for our expected financial results for 2015; statements about the approvable status and anticipated final PMA approval of Augment® Bone Graft and the anticipated positive effects of such; and statements about the timing and anticipated benefits of the previously announced merger with Tornier. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, uncertainties as to the timing of the Tornier transaction; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, or the terms of such approval; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of Wright’s or Tornier’s control; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of Wright and Tornier may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; operating costs and business disruption following completion of the transaction, including adverse effects on employee retention and on Wright’s and Tornier’s respective business relationships with third parties; transaction costs; actual or contingent liabilities; the adequacy of the combined company’s capital resources; failure or delay in ultimately obtaining FDA approval of Wright’s Augment® Bone Graft for commercial sale in the United States, failure to achieve the anticipated benefits from approval of Augment® Bone Graft, and the risks identified under the heading “Risk Factors” in Wright’s Annual Report on Form 10-K, which was filed with the SEC on February 26, 2015, and Tornier’s Annual Report on Form 10-K, filed with the SEC on February 24, 2015, as well as both companies’ subsequent Quarterly Reports on Form 10-Q and other information filed by each company with the SEC. Investors should not place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read Wright’s and Tornier’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this release, and Wright undertakes no obligation to update or revise any of these statements. Wright’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 29, 2015
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| WRIGHT MEDICAL GROUP, INC. | |
| By: /s/ Robert J. Palmisano | |
| Robert J. Palmisano | |
| President and Chief Executive Officer | |
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Exhibit Number | | Description |
99.1 | | | Press release issued by Wright Medical Group, Inc. on July 29, 2015. |
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FOR IMMEDIATE RELEASE | |
Investors and Media: |
Julie D. Tracy |
Sr. Vice President, Chief Communications Officer Wright Medical Group, Inc. (901) 290-5817 julie.tracy@wmt.com
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Wright Medical Group, Inc. Reports 2015 Second Quarter Financial Results
Second Quarter Global Foot and Ankle Net Sales Increase 17% As Reported and 21% Constant Currency
Second Quarter Global Sales Increase 11% As Reported and 15% Constant Currency
Second Quarter Global Total Ankle Replacement Sales Increase 67% As Reported
MEMPHIS, Tenn. - July 29, 2015 - Wright Medical Group, Inc. (NASDAQ: WMGI) today reported financial results for its second quarter ended June 30, 2015. As a result of the completed sale of the hip and knee business to MicroPort Medical B.V., a subsidiary of MicroPort Scientific Corporation (MicroPort), this business is now reported as discontinued operations.
Net sales totaled $80.4 million during the second quarter ended June 30, 2015, representing an 11% increase as reported and 15% increase on a constant currency basis compared to the second quarter of 2014.
Robert Palmisano, president and chief executive officer, commented, “Our second quarter results demonstrated the strong growth of our U.S. foot and ankle business and improvement in our international business. Specifically, our U.S. foot and ankle business grew 25% in the quarter, which was another quarter of significant growth acceleration driven by improved sales force execution, medical education and strong contribution from new products. In addition, the ongoing launch of our INFINITY total ankle system drove record global total ankle growth of 67% in the quarter, underscoring the excellent results we are seeing from the combination of our leading technology, our Rapid Adoption Process, which is focused on conversions from fusions to total ankle implant procedures, and our emphasis on physician education. Together, these contributed to the strong sales trajectory and positive momentum we continue to see this quarter and believe we will continue to see throughout 2015.”
Net loss from continuing operations for the second quarter of 2015 totaled $37.3 million or ($0.73) per diluted share, compared to net loss from continuing operations of $53.6 million or ($1.08) per diluted share in the second quarter of 2014.
Net loss from continuing operations for the second quarter of 2015 included an $8.5 million unrealized gain related to mark-to-market adjustments on contingent value rights (CVRs) issued in connection with the BioMimetic acquisition, a gain of $0.4 million related to mark-to-market adjustments on and settlement of derivatives, $6.6 million of non-cash interest expense related to the 2017 Convertible Notes and 2020 Convertible Notes, $12.1 million of transaction and transition costs, and a $0.2 million fair value adjustment related to contingent consideration. Net loss from continuing operations for the second quarter of 2014 included an $18.5 million unrealized loss related to mark-to-market adjustments on contingent value rights (CVRs) issued in connection with the BioMimetic acquisition, $5.9 million of transaction and
transition costs, $2.3 million of non-cash interest expense related to the 2017 Convertible Notes, $0.7 million of charges associated with distributor conversions and non-competes, and $0.6 million of inventory step-up amortization. These 2014 charges were offset by a $1.6 million U.S. tax benefit within continuing operations recorded as a result of the U.S. pre-tax gain recognized within discontinued operations due to the sale of the OrthoRecon business.
The Company's second quarter 2015 net loss from continuing operations, as adjusted for the above items, was $27.3 million, a decline from a net loss of $24.0 million in 2014, while diluted loss per share, as adjusted, decreased to ($0.53) in the second quarter of 2015 from ($0.48) in the second quarter of 2014. The attached financial tables include a reconciliation of U.S. GAAP to “as adjusted” results.
The Company's second quarter 2015 adjusted EBITDA from continuing operations, as defined in the GAAP to non-GAAP reconciliation provided later in this release, was negative ($10.9) million, compared to negative ($11.6) million in the same quarter of the prior year. The attached financial tables include a reconciliation of U.S. GAAP to “as adjusted” results.
Cash and cash equivalents and marketable securities totaled $427.9 million as of the end of the second quarter of 2015, an increase of $198.0 million compared to the end of the fourth quarter of 2014, which was driven by the completion of the 2020 convertible debt offering.
Update on Augment® Bone Graft
The Company previously announced that an Augment® Bone Graft vendor received a Form 483 at completion of an FDA pre-approval facility inspection in January of 2015. Late in March 2015, the vendor was notified by the FDA that its facility would be reinspected and must be in substantial compliance with the current Good Manufacturing Practice (cGMP) regulation as a condition for approval of the Augment® Bone Graft Premarket Approval Application (PMA). The vendor’s facility was subsequently reinspected by the FDA in June of 2015, and the vendor received a Form 483 at the completion of the inspection, which included seven observations. None of the observations was specifically related to Augment® Bone Graft. The vendor has submitted its response to the FDA. The Company worked closely with the vendor to address the observations and prepare its response. The FDA has not informed the Company if a reinspection of the vendor’s facility will be required. Assuming no additional reinspection is required, the Company anticipates final approval of Augment® Bone Graft in the second half of 2015.
Update on Proposed Merger with Tornier
As previously announced, all proposals related to the combination of Wright and Tornier were approved by both Wright’s and Tornier’s shareholders. With the affirmative vote by both Wright and Tornier shareholders, the primary remaining condition to closing is approval by the U.S. Federal Trade Commission (FTC). As previously disclosed, Tornier is pursuing divestiture of certain U.S. lower extremity product lines. Subject to receipt of FTC clearance, the transaction is expected to close in the third quarter of 2015.
Palmisano concluded, “We are continuing to work closely with our AUGMENT vendor and the FDA following the completion of the FDA’s inspection at the vendor’s facility in June. We were pleased that none of the observations from the vendor’s recent reinspection related specifically to AUGMENT. We also remain focused on our 2015 commitments and Vital Few initiatives, which will further strengthen and expand our market-leading competitive position. In addition, we believe our pending merger with Tornier and final approval of AUGMENT will create the premier high-growth Extremities-Biologics company
that is uniquely positioned with leading technologies and specialized sales forces in three of the fastest growing areas of orthopaedics. We believe that partnered together, Wright and Tornier will become the fastest-growing company in the Extremities-Biologics industry.”
Outlook
The Company continues to anticipate net sales for 2015 of approximately $325 million to $335 million, representing constant currency growth of 13% to 16% from 2014.
The Company continues to anticipate 2015 adjusted EBITDA from continuing operations, as described in the GAAP to non-GAAP reconciliation provided later in this release, of negative $(22.0) million to negative $(27.0) million.
The Company continues to anticipate adjusted earnings per share from continuing operations, including stock-based compensation, for full-year 2015 of $(1.67) to $(1.77) per diluted share, based on approximately 51.1 million shares outstanding. While the amount of the non-cash stock-based compensation charges will vary depending upon a number of factors, the Company currently estimates that the after-tax impact of those expenses will be approximately $0.24 per diluted share for the full-year 2015.
As previously stated, the timing of Augment® approval and future currency fluctuations will influence where revenue results ultimately fall within the guidance ranges.
The Company plans to provide updated guidance when the pending merger with Tornier closes.
The Company's earnings target and adjusted EBITDA from continuing operations targets exclude possible future acquisitions; other material future business developments; non-cash interest expense associated with the 2017 and 2020 Convertible Notes; due diligence, transaction and transition costs associated with acquisitions and divestitures; impairment charges, mark-to-market adjustments to the CVRs and non-cash mark-to-market derivative adjustments; and charges associated with the February 2015 refinancing of its convertible debt. Further, this earnings target and adjusted EBITDA target excludes any expenses, earnings or losses related to the OrthoRecon business.
The Company's anticipated ranges for net sales, earnings and adjusted EBITDA from continuing operations are forward-looking statements, as are any other statements that anticipate or aspire to future events or performance. They are subject to various risks and uncertainties that could cause the Company's actual results to differ materially from the anticipated targets. The anticipated targets are not predictions of the Company's actual performance. See the cautionary information about forward-looking statements in the “Safe-Harbor Statement” section of this press release.
Internet Posting of Information
Wright routinely posts information that may be important to investors in the “Investor Relations” section of its website at www.wmt.com. Wright encourages investors and potential investors to consult its website regularly for important information.
Conference Call and Webcast
As previously announced, the Company will host a conference call starting at 3:30 p.m. Central Time today. The live dial-in number for the call is 866-202-0886 (U.S.) / 617-213-8841 (International). The
participant passcode for the call is “Wright.” A simultaneous webcast of the call will be available via Wright Medical’s corporate website at www.wmt.com.
A replay of the conference call by telephone will be available starting at 5:30 p.m. Central Time today and continuing through August 5, 2015. To hear this replay, dial 888-286-8010 (U.S.) or 617-801-6888 (International) and enter the passcode 65124711. A replay of the conference call will also be available via the internet starting today and continuing for at least 12 months. To access a replay of the conference call via the internet, go to the “Corporate - Investor Information - Audio Archives” section of the Company's website located at www.wmt.com.
The conference call may include a discussion of non-GAAP financial measures. Reference is made to the most directly comparable GAAP financial measures, the reconciliation of the differences between the two financial measures, and the other information included in this press release, the Form 8-K filed with the SEC today, or otherwise available in the “Corporate - Investor Information - Supplemental Financial Information” section of the Company's website located at www.wmt.com.
The conference call may include forward-looking statements. See the cautionary information about forward-looking statements in the “Safe-Harbor Statement” section of this press release.
About Wright Medical
Wright Medical Group, Inc. is a specialty orthopaedic company that provides extremity and biologic solutions that enable clinicians to alleviate pain and restore their patients’ lifestyles. The company is the recognized leader of surgical solutions for the foot and ankle market, one of the fastest growing segments in medical technology, and markets its products in over 60 countries worldwide. For more information, visit Wright Medical.
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; EBITDA, 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 associated with distributor conversions and non-competes, non-cash interest expense related to the Company's 2017 Convertible Notes and 2020 Convertible Notes, write-off of the pro rata unamortized deferred financing costs and debt discount associated with the 2017 Notes, net gains and losses on mark-to-market adjustments on and settlements of derivative assets and liabilities, mark-to-market adjustments on CVRs, transaction and transition costs, 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.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Forward-looking statements in this press release include, but are not limited to, statements about our outlook for our expected financial results for 2015; statements about the approvable status and anticipated final PMA approval of Augment® Bone Graft and the anticipated positive effects of such; and statements about the timing and anticipated benefits of the previously announced merger with Tornier. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, uncertainties as to the timing of the Tornier transaction; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, or the terms of such approval; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of Wright’s or Tornier’s control; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of Wright and Tornier may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; operating costs and business disruption following completion of the transaction, including adverse effects on employee retention and on Wright’s and Tornier’s respective business relationships with third parties; transaction costs; actual or contingent liabilities; the adequacy of the combined company’s capital resources; failure or delay in ultimately obtaining FDA approval of Wright’s Augment® Bone Graft for commercial sale in the United States, failure to achieve the anticipated benefits from approval of Augment® Bone Graft, and the risks identified under the heading “Risk Factors” in Wright’s Annual Report on Form 10-K, which was filed with the SEC on February 26, 2015, and Tornier’s Annual Report on Form 10-K, filed with the SEC on February 24, 2015, as well as both companies’ subsequent Quarterly Reports on Form 10-Q and other information filed by each company with the SEC. Investors should not place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read Wright’s and Tornier’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this release, and Wright undertakes no obligation to update or revise any of these statements. Wright’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
--Tables Follow--
Wright Medical Group, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data--unaudited)
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2015 | | June 30, 2014 | | June 30, 2015 | | June 30, 2014 |
Net sales | $ | 80,420 |
| | $ | 72,364 |
| | $ | 158,354 |
| | $ | 143,426 |
|
Cost of sales | 21,635 |
| | 20,006 |
| | 40,760 |
| | 37,423 |
|
Gross profit | 58,785 |
| | 52,358 |
| | 117,594 |
| | 106,003 |
|
Operating expenses: | | | | | | | |
Selling, general and administrative | 82,605 |
| | 72,055 |
| | 164,804 |
| | 140,703 |
|
Research and development | 7,957 |
| | 6,799 |
| | 15,074 |
| | 12,655 |
|
Amortization of intangible assets | 2,565 |
| | 2,675 |
| | 5,179 |
| | 4,862 |
|
Total operating expenses | 93,127 |
| | 81,529 |
| | 185,057 |
| | 158,220 |
|
Operating loss | (34,342 | ) | | (29,171 | ) | | (67,463 | ) | | (52,217 | ) |
Interest expense, net | 10,959 |
| | 4,172 |
| | 18,608 |
| | 8,308 |
|
Other (income) expense, net | (8,153 | ) | | 18,270 |
| | (2,841 | ) | | 33,556 |
|
Loss from continuing operations before income taxes | (37,148 | ) | | (51,613 | ) | | (83,230 | ) | | (94,081 | ) |
Provision (benefit) for income taxes | 158 |
| | 1,970 |
| | 324 |
| | (10,200 | ) |
Net loss from continuing operations | $ | (37,306 | ) | | $ | (53,583 | ) | | $ | (83,554 | ) | | $ | (83,881 | ) |
Loss from discontinued operations, net of tax | (7,009 | ) | | (2,643 | ) | | (10,509 | ) | | (2,765 | ) |
Net loss | $ | (44,315 | ) | | $ | (56,226 | ) | | $ | (94,063 | ) | | $ | (86,646 | ) |
| | | | | | | |
Net loss from continuing operations per share, basic | $ | (0.73 | ) | | $ | (1.08 | ) | | $ | (1.64 | ) | | $ | (1.71 | ) |
Net loss from continuing operations per share, diluted | $ | (0.73 | ) | | $ | (1.08 | ) | | $ | (1.64 | ) | | $ | (1.71 | ) |
| | | | | | | |
Net loss per share, basic | $ | (0.87 | ) | | $ | (1.13 | ) | | $ | (1.85 | ) | | $ | (1.76 | ) |
Net loss per share, diluted | $ | (0.87 | ) | | $ | (1.13 | ) | | $ | (1.85 | ) | | $ | (1.76 | ) |
| | | | | | | |
Weighted-average number of shares outstanding-basic | 51,056 |
| | 49,640 |
| | 50,963 |
| | 49,135 |
|
Weighted-average number of shares outstanding-diluted | 51,056 |
| | 49,640 |
| | 50,963 |
| | 49,135 |
|
Wright Medical Group, Inc.
Consolidated Sales Analysis
(dollars in thousands--unaudited)
|
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2015 | | June 30, 2014 | | % change | | June 30, 2015 | | June 30, 2014 | | % change |
U.S. |
| |
| |
| | | | | | |
Foot and Ankle | 42,360 |
| | 33,912 |
| | 24.9 | % | | 84,348 |
| | 67,039 |
| | 25.8 | % |
Upper Extremity | 4,175 |
| | 3,751 |
| | 11.3 | % | | 8,049 |
| | 7,404 |
| | 8.7 | % |
Biologics | 11,281 |
| | 11,071 |
| | 1.9 | % | | 22,414 |
| | 22,214 |
| | 0.9 | % |
Other | 454 |
| | 609 |
| | (25.4 | %) | | 945 |
| | 1,637 |
| | (42.3 | %) |
Total U.S. | $ | 58,270 |
| | $ | 49,343 |
| | 18.1 | % | | $ | 115,756 |
| | $ | 98,294 |
| | 17.8 | % |
| | | | | | | | | | | |
International | | | | | | | | | | | |
Foot and Ankle | 12,600 |
| | 12,940 |
| | (2.6 | %) | | 24,396 |
| | 25,814 |
| | (5.5 | %) |
Upper Extremity | 2,042 |
| | 3,699 |
| | (44.8 | %) | | 3,959 |
| | 6,524 |
| | (39.3 | %) |
Biologics | 5,318 |
| | 5,080 |
| | 4.7 | % | | 9,810 |
| | 9,577 |
| | 2.4 | % |
Other | 2,190 |
| | 1,302 |
| | 68.2 | % | | 4,433 |
| | 3,217 |
| | 37.8 | % |
Total International | $ | 22,150 |
| | $ | 23,021 |
| | (3.8 | %) | | $ | 42,598 |
| | $ | 45,132 |
| | (5.6 | %) |
| | | | | | | | | | | |
Global | | | | | | | | | | | |
Foot and Ankle | 54,960 |
| | 46,852 |
| | 17.3 | % | | 108,744 |
| | 92,853 |
| | 17.1 | % |
Upper Extremity | 6,217 |
| | 7,450 |
| | (16.5 | %) | | 12,008 |
| | 13,928 |
| | (13.8 | %) |
Biologics | 16,599 |
| | 16,151 |
| | 2.8 | % | | 32,224 |
| | 31,791 |
| | 1.4 | % |
Other | 2,644 |
| | 1,911 |
| | 38.4 | % | | 5,378 |
| | 4,854 |
| | 10.8 | % |
Total Sales | $ | 80,420 |
| | $ | 72,364 |
| | 11.1 | % | | $ | 158,354 |
| | $ | 143,426 |
| | 10.4 | % |
| | | | | | | | | | | |
Wright Medical Group, Inc.
Supplemental Sales Information
(unaudited)
|
| | | | | |
| Second Quarter 2015 Sales Growth/(Decline) |
| Domestic As Reported | Int'l Constant Currency | Int'l As Reported | Total Constant Currency | Total As Reported |
Product Line | | | | | |
Foot and Ankle | 25% | 11% | (3%) | 21% | 17% |
Upper Extremity | 11% | (36%) | (45%) | (12%) | (17%) |
Biologics | 2% | 15% | 5% | 6% | 3% |
Other | (25%) | 101% | 68% | 61% | 38% |
Total Sales | 18% | 9% | (4%) | 15% | 11% |
Wright Medical Group, Inc.
Supplemental Sales Information
(unaudited)
|
| | | | | |
| Six Months Ended June 30, 2015 Sales Growth/(Decline) |
| Domestic As Reported | Int'l Constant Currency | Int'l As Reported | Total Constant Currency | Total As Reported |
Product Line | | | | | |
Foot and Ankle | 26% | 8% | (5%) | 21% | 17% |
Upper Extremity | 9% | (30%) | (39%) | (9%) | (14%) |
Biologics | 1% | 12% | 2% | 4% | 1% |
Other | (42%) | 64% | 38% | 28% | 11% |
Total Sales | 18% | 7% | (6%) | 14% | 10% |
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, 2015 | | June 30, 2015 |
| International Net Sales | | Total Net Sales | | International Net Sales | | Total Net Sales |
Net sales, as reported | $ | 22,150 |
| | $ | 80,420 |
| | $ | 42,598 |
| | $ | 158,354 |
|
Currency impact as compared to prior period | 3,005 |
| | 3,005 |
| | 5,738 |
| | 5,738 |
|
Net sales, excluding the impact of foreign currency | $ | 25,155 |
| | $ | 83,425 |
| | $ | 48,336 |
| | $ | 164,092 |
|
Wright Medical Group, Inc.
Reconciliation of As Reported Results to Non-GAAP Financial Measures
(in thousands--unaudited)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2015 | | June 30, 2014 | | June 30, 2015 | | June 30, 2014 |
Operating Loss | | | | | | | |
Operating loss, as reported | $ | (34,342 | ) | | $ | (29,171 | ) | | $ | (67,463 | ) | | $ | (52,217 | ) |
Reconciling items impacting Gross Profit: | | | | | | | |
Inventory step-up amortization | 21 |
| | 615 |
| | 49 |
| | 1,219 |
|
Total | 21 |
| | 615 |
| | 49 |
| | 1,219 |
|
Reconciling items impacting Selling, General and Administrative expense: | | | | | | | |
Distributor conversions | — |
| | 51 |
| | — |
| | 156 |
|
Due diligence, transaction and transition costs | 12,129 |
| | 5,888 |
| | 23,153 |
| | 13,290 |
|
Total | 12,129 |
| | 5,939 |
| | 23,153 |
| | 13,446 |
|
Reconciling items impacting Amortization of Intangible Assets: | | | | | | | |
Amortization of distributor non-competes | 25 |
| | 627 |
| | 49 |
| | 1,064 |
|
| | | | | | | |
Operating loss, as adjusted | $ | (22,167 | ) | | $ | (21,990 | ) | | $ | (44,212 | ) | | $ | (36,488 | ) |
Operating loss, as adjusted, as a percentage of net sales | (27.6 | )% | | (30.4 | )% | | (27.9 | )% | | (25.4 | )% |
Wright Medical Group, Inc.
Reconciliation of As Reported Results to Non-GAAP Financial Measures
(in thousands--unaudited)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2015 | | June 30, 2014 | | June 30, 2015 | | June 30, 2014 |
EBITDA | | | | | | | |
Net loss from continuing operations, as reported | $ | (37,306 | ) | | $ | (53,583 | ) | | $ | (83,554 | ) | | $ | (83,881 | ) |
Interest expense, net | 10,959 |
| | 4,172 |
| | 18,608 |
| | 8,308 |
|
Provision (benefit) for income taxes | 158 |
| | 1,970 |
| | 324 |
| | (10,200 | ) |
Depreciation | 5,418 |
| | 4,599 |
| | 10,698 |
| | 8,840 |
|
Amortization of intangible assets | 2,565 |
| | 2,675 |
| | 5,179 |
| | 4,862 |
|
EBITDA | (18,206 | ) | | (40,167 | ) | | (48,745 | ) | | (72,071 | ) |
Reconciling items impacting EBITDA | | | | | | | |
Non-cash stock-based compensation expense | 3,344 |
| | 3,778 |
| | 5,681 |
| | 6,098 |
|
Other expense, net | (8,153 | ) | | 18,270 |
| | (2,841 | ) | | 33,556 |
|
Inventory step-up amortization | 21 |
| | 615 |
| | 49 |
| | 1,219 |
|
Distributor conversions | — |
| | 51 |
| | — |
| | 156 |
|
Due diligence, transaction and transition costs | 12,129 |
| | 5,888 |
| | 23,153 |
| | 13,290 |
|
Adjusted EBITDA | $ | (10,865 | ) | | $ | (11,565 | ) | | $ | (22,703 | ) | | $ | (17,752 | ) |
Adjusted EBITDA as a percentage of net sales | (13.5 | )% | | (16.0 | )% | | (14.3 | )% | | (12.4 | )% |
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, 2015 | | June 30, 2014 | | June 30, 2015 | | June 30, 2014 |
Net Income | | | | | | | |
Loss before taxes, as reported | $ | (37,148 | ) | | $ | (51,613 | ) | | $ | (83,230 | ) | | $ | (94,081 | ) |
Pre-tax impact of reconciling items: | | | | | | | |
Inventory step-up amortization | 21 |
| | 615 |
| | 49 |
| | 1,219 |
|
Distributor conversion and non-competes | 25 |
| | 678 |
| | 49 |
| | 1,220 |
|
Non-cash interest expense on 2017 & 2020 Convertible Notes | 6,633 |
| | 2,295 |
| | 11,090 |
| | 4,554 |
|
Write-off of unamortized debt discount and deferred financing fees | — |
| | — |
| | 25,201 |
| | — |
|
Derivatives mark-to-market adjustment | (435 | ) | | — |
| | (7,369 | ) | | 1,000 |
|
Due diligence, transaction and transition costs | 12,129 |
| | 5,888 |
| | 23,153 |
| | 13,290 |
|
CVR mark-to-market adjustments
| (8,465 | ) | | 18,499 |
| | (21,919 | ) | | 32,794 |
|
Contingent consideration fair value adjustment | 155 |
| | — |
| | 155 |
| | — |
|
Loss before taxes, as adjusted | (27,085 | ) | | (23,638 | ) | | (52,821 | ) | | (40,004 | ) |
Provision (benefit) for income taxes, as reported | $ | 158 |
| | $ | 1,970 |
| | $ | 324 |
| | $ | (10,200 | ) |
U.S. tax impact resulting from gain in discontinued operations | — |
| | (1,646 | ) | | — |
| | 10,716 |
|
Tax effect of reconciling items | 27 |
| | — |
| | 27 |
| | — |
|
Provision (benefit) for income taxes, as adjusted | $ | 185 |
| | $ | 324 |
| | $ | 351 |
| | $ | 516 |
|
Effective tax rate, as adjusted | (0.7 | )% | | (1.4 | )% | | (0.7 | )% | | (1.3 | )% |
Net loss from continuing operations, as adjusted | $ | (27,270 | ) | | $ | (23,962 | ) | | $ | (53,172 | ) | | $ | (40,520 | ) |
| | | | | | | |
Weighted-average number of shares outstanding-diluted | 51,056 |
| | 49,640 |
| | 50,963 |
| | 49,135 |
|
Net loss from continuing operations, as adjusted, per diluted share | $ | (0.53 | ) | | $ | (0.48 | ) | | $ | (1.04 | ) | | $ | (0.82 | ) |
Wright Medical Group, Inc.
Reconciliation of Free Cash Flow
(dollars in thousands--unaudited)
|
| | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2015 | June 30, 2014 | | June 30, 2015 | June 30, 2014 |
Net cash used in operating activities | $ | (25,754 | ) | $ | (24,350 | ) | | $ | (51,000 | ) | $ | (51,590 | ) |
Capital expenditures | (13,900 | ) | (16,448 | ) | | (25,754 | ) | (24,284 | ) |
Free cash flow | $ | (39,654 | ) | $ | (40,798 | ) | | $ | (76,754 | ) | $ | (75,874 | ) |
Wright Medical Group, Inc.
Segment Information
(in thousands--unaudited)
|
| | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2015 |
| U.S. | International | BioMimetic | Corporate | Other (1) | Total |
Sales | $ | 58,270 |
| $ | 22,150 |
| $ | — |
| $ | — |
| $ | — |
| $ | 80,420 |
|
Gross profit | 45,471 |
| 13,343 |
| — |
| (8 | ) | (21 | ) | 58,785 |
|
Operating income (loss) | 3,431 |
| (2,906 | ) | (3,855 | ) | (18,837 | ) | (12,175 | ) | (34,342 | ) |
Operating income (loss) as a percent of net sales | 5.9 | % | (13.1 | %) | N/A |
| N/A |
| N/A |
| (42.7 | %) |
| | | | | | |
Depreciation Expense | 3,173 |
| 735 |
| 44 |
| 1,466 |
| — |
| 5,418 |
|
Amortization Expense | 2,048 |
| 463 |
| 29 |
| — |
| 25 |
| 2,565 |
|
Non-cash stock-based compensation expense | — |
| — |
| — |
| 3,344 |
| — |
| 3,344 |
|
Other | — |
| — |
| — |
| — |
| 12,150 |
| 12,150 |
|
Adjusted EBITDA | 8,652 |
| (1,708 | ) | (3,782 | ) | (14,027 | ) | — |
| (10,865 | ) |
_______________________________
(1) Other consists exclusively of the reconciling items from Operating Income, as reported, to Operating Income, as adjusted,
as included in the reconciliations above.
|
| | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2014 |
| U.S. | International | BioMimetic | Corporate | Other (1) | Total |
Sales | $ | 49,343 |
| $ | 23,021 |
| $ | — |
| $ | — |
| $ | — |
| $ | 72,364 |
|
Gross profit | 37,925 |
| 15,125 |
| — |
| (77 | ) | (615 | ) | 52,358 |
|
Operating income (loss) | 786 |
| 25 |
| (3,393 | ) | (19,408 | ) | (7,181 | ) | (29,171 | ) |
Operating income (loss) as a percent of net sales | 1.6 | % | 0.1 | % | N/A |
| N/A |
| N/A |
| (40.3 | %) |
| | | | | | |
Depreciation Expense | 2,383 |
| 764 |
| 108 |
| 1,344 |
| — |
| 4,599 |
|
Amortization Expense | 1,431 |
| 539 |
| 77 |
| 1 |
| 627 |
| 2,675 |
|
Non-cash stock-based compensation expense | — |
| — |
| — |
| 3,778 |
| — |
| 3,778 |
|
Other | — |
| — |
| — |
| — |
| 6,554 |
| 6,554 |
|
Adjusted EBITDA | 4,600 |
| 1,328 |
| (3,208 | ) | (14,285 | ) | — |
| (11,565 | ) |
_______________________________
(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 Information
(in thousands--unaudited)
|
| | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2015 |
| U.S. | International | BioMimetic | Corporate | Other (1) | Total |
Sales | $ | 115,756 |
| $ | 42,598 |
| $ | — |
| $ | — |
| $ | — |
| $ | 158,354 |
|
Gross profit | 91,976 |
| 25,678 |
| — |
| (11 | ) | (49 | ) | 117,594 |
|
Operating income (loss) | 5,802 |
| (6,031 | ) | (7,099 | ) | (36,884 | ) | (23,251 | ) | (67,463 | ) |
Operating income (loss) as a percent of net sales | 5.0 | % | (14.2 | %) | N/A |
| N/A |
| N/A |
| (42.6 | %) |
| | | | | | |
Depreciation Expense | 6,193 |
| 1,503 |
| 81 |
| 2,921 |
| — |
| 10,698 |
|
Amortization Expense | 4,107 |
| 933 |
| 90 |
| — |
| 49 |
| 5,179 |
|
Non-cash stock-based compensation expense | — |
| — |
| — |
| 5,681 |
| — |
| 5,681 |
|
Other | — |
| — |
| — |
| — |
| 23,202 |
| 23,202 |
|
Adjusted EBITDA | 16,102 |
| (3,595 | ) | (6,928 | ) | (28,282 | ) | — |
| (22,703 | ) |
_______________________________
(1) Other consists exclusively of the reconciling items from Operating Income, as reported, to Operating Income, as adjusted,
as included in the reconciliations above.
|
| | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2014 |
| U.S. | International | BioMimetic | Corporate | Other (1) | Total |
Sales | $ | 98,294 |
| $ | 45,132 |
| $ | — |
| $ | — |
| $ | — |
| $ | 143,426 |
|
Gross profit | 77,778 |
| 29,632 |
| — |
| (188 | ) | (1,219 | ) | 106,003 |
|
Operating income (loss) | 6,465 |
| 828 |
| (6,784 | ) | (36,997 | ) | (15,729 | ) | (52,217 | ) |
Operating income (loss) as a percent of net sales | 6.6 | % | 1.8 | % | N/A |
| N/A |
| N/A |
| (36.4 | %) |
| | | | | | |
Depreciation Expense | 4,678 |
| 1,405 |
| 217 |
| 2,540 |
| — |
| 8,840 |
|
Amortization Expense | 2,527 |
| 1,117 |
| 153 |
| 1 |
| 1,064 |
| 4,862 |
|
Non-cash stock-based compensation expense | — |
| — |
| — |
| 6,098 |
| — |
| 6,098 |
|
Other | — |
| — |
| — |
| — |
| 14,665 |
| 14,665 |
|
Adjusted EBITDA | 13,670 |
| 3,350 |
| (6,414 | ) | (28,358 | ) | — |
| (17,752 | ) |
_______________________________
(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
(dollars in thousands--unaudited)
|
| | | | | | | |
| June 30, 2015 | | December 31, 2014 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 427,865 |
| | $ | 227,326 |
|
Marketable securities | — |
| | 2,575 |
|
Accounts receivable, net | 51,135 |
| | 57,190 |
|
Inventories | 110,184 |
| | 88,412 |
|
Prepaid expenses and other current assets | 67,478 |
| | 64,953 |
|
Total current assets | 656,662 |
| | 440,456 |
|
| | | |
Property, plant and equipment, net | 120,583 |
| | 104,235 |
|
Goodwill and intangible assets, net | 249,503 |
| | 259,991 |
|
Other assets | 145,070 |
| | 87,994 |
|
Total assets | $ | 1,171,818 |
| | $ | 892,676 |
|
| | | |
Liabilities and stockholders' equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 23,075 |
| | $ | 16,729 |
|
Accrued expenses and other current liabilities | 184,337 |
| | 170,204 |
|
Current portion of long-term obligations | 684 |
| | 718 |
|
Total current liabilities | 208,096 |
| | 187,651 |
|
Long-term obligations | 559,022 |
| | 280,612 |
|
Other liabilities | 193,519 |
| | 145,610 |
|
Total liabilities | 960,637 |
| | 613,873 |
|
| | | |
Stockholders' equity | 211,181 |
| | 278,803 |
|
Total liabilities and stockholders' equity | $ | 1,171,818 |
| | $ | 892,676 |
|
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