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Wright Medical Group N.V. Reports 2017 First Quarter Financial Results

First Quarter 2017 Net Sales of $177 Million

First Quarter 2017 Net Loss From Continuing Operations of $37 Million; Non-GAAP Adjusted EBITDA From Continuing Operations of Positive $18 Million

Launched PERFORM™ Reversed Glenoid Shoulder System

Completed U.S. Sales Force Expansion Ahead of Schedule

Company Reaffirms Previously Provided 2017 Annual Guidance

AMSTERDAM, The Netherlands, May 03, 2017 (GLOBE NEWSWIRE) -- Wright Medical Group N.V. (NASDAQ:WMGI) today reported financial results for its first quarter ended March 26, 2017 and reaffirmed 2017 guidance.  

As a result of the previously announced sale of the large joints (hip/knee) business to Corin Orthopaedics Holdings Limited (Corin), this business which was previously reported as a separate reporting segment is now reported as discontinued operations.

Net sales from continuing operations totaled $177.2 million during the first quarter ended March 26, 2017, representing 5% as reported growth, and 6% growth on a constant currency basis.  Gross margins from continuing operations were 79.0% during the quarter ended March 26, 2017 and were 79.4% on a non-GAAP adjusted basis.  Reconciliations of all historical non-GAAP financial measures used in this release to the most comparable GAAP measures can be found in the attached financial tables.

Robert Palmisano, president and chief executive officer, commented, “Our upper extremities business continued to have strong growth as SIMPLICITI drove 13% growth in U.S. shoulder.  Additionally, we launched our PERFORM reversed glenoid in March and anticipate that this will drive accelerating revenue in the second half of the year as we deliver additional instrument sets to the U.S. field.”

Palmisano continued, “In our U.S. lower extremities and biologics business, we saw outstanding growth of 28% in the most technologically advanced portions of our portfolio, which include AUGMENT, SALVATION and Total Ankle Replacement.  Growth in the core lower extremities and biologics portfolio was significantly lower, partially due to the revenue dis-synergies in the quarter, which we anticipated.  The key to improving our growth rates in this core lower extremities and biologics portfolio is our sales force expansion, which we have completed ahead of schedule.  This accelerated implementation of our sales force expansion plan resulted in some short-term distraction in the first quarter that we expect will be offset in the second half of the year.”    

Palmisano further commented, “We had outstanding gross margin performance of 79.0% as reported and 79.4% on a non-GAAP adjusted basis, in the first quarter and adjusted EBITDA margin expansion of 260 basis points, right on track with our plan for the year.  We will continue to focus on improving our balance sheet and our cash flow throughout 2017 and expect to make significant progress on our specific Vital Few initiatives in this area.”    

Net loss from continuing operations for the first quarter of 2017 totaled $36.7 million, or $(0.35) per diluted share.

The company’s net loss from continuing operations for the first quarter of 2017 included the after-tax effects of $3.0 million of transition costs, an unrealized loss of $0.4 million related to mark-to-market adjustments on derivatives, $11.0 million of non-cash interest expense related to its convertible notes, and a $6.2 million unrealized loss related to mark-to-market adjustments on contingent value rights (CVRs) issued in connection with the BioMimetic acquisition.

The company's first quarter 2017 non-GAAP net loss from continuing operations, as adjusted for the above items, was $16.2 million.  The company's first quarter 2017 non-GAAP adjusted EBITDA from continuing operations, as defined in the non-GAAP to GAAP reconciliation provided later in this release, was $18.2 million. The attached financial tables include reconciliations of all historical non-GAAP measures to the most comparable GAAP measures.

Cash, cash equivalents and restricted cash totaled $386.0 million as of the end of the first quarter of 2017.  This amount includes $150 million classified as restricted cash on the company’s balance sheet that is held in escrow to fund a portion of the metal-on-metal hip litigation Master Settlement Agreement (MSA). 

Palmisano concluded, “Today we are the leading Extremities-Biologics company in the world, both in terms of leading edge products and size.  Through the remainder of the year, we intend to build on our lead.  We are right on track with the key revenue growth drivers for 2017, and remain confident in our full-year guidance, which calls for annual constant currency growth of 12 to 14 percent, excluding the impacts of revenue dis-synergies, the Salto divestiture and the impact of the extra selling days.  We continue to expect there will be strong acceleration in the second half of the year as we annualize the impact of the merger revenue dis-synergies and begin to realize the benefits from an expanded U.S. sales force and new product launches.  In addition, I believe we are positioned well for future success and achieving our key financial goals of mid-teens constant currency net sales growth, gross margins in the high 70% range and non-GAAP adjusted EBITDA margins of approximately 20% three to four years post the close of the merger.”

Outlook

The company continues to anticipate net sales for full-year 2017 of approximately $755 million to $765 million, representing an as reported growth rate of 9% to 11%.  This range assumes:

  • a negative impact from foreign currency exchange rates as compared to 2016 of approximately 2%;
  • $10 million of net sales dis-synergies resulting from customers lost over the course of 2016 due to the sales force integrations;
  • approximately $3 million of dis-synergies from the anticipated divestiture of the international Salto ankle business; and  
  • a positive impact of approximately 1% due to four extra selling days in the fourth quarter of 2017. 

The midpoint of this net sales guidance range assumes constant currency growth of approximately 13%, excluding the negative impacts of revenue dis-synergies and Salto divestiture of 2%, and the approximately 1% positive impact of the extra selling days.  Additionally, the company anticipates the second half of the year to grow faster than the first half of the year as it realizes the benefits from its new product launches and sales force expansion.

The company continues to anticipate full-year 2017 non-GAAP adjusted EBITDA from continuing operations, as described in the non-GAAP reconciliation provided later in this release, of $78.5 million to $85.5 million

The company continues to anticipate non-GAAP adjusted earnings per share from continuing operations, including share-based compensation, as described in the non-GAAP to GAAP reconciliation provided later in this release, for full-year 2017 of $(0.33) to $(0.26) per diluted share. 

The company estimates approximately 105.1 million diluted weighted average ordinary shares outstanding for fiscal year 2017.

The company's non-GAAP adjusted EBITDA from continuing operations target is measured by adding back to net loss from continuing operations charges for interest, income taxes, depreciation and amortization expenses, non-cash share-based compensation expense and non-operating income and expense.  Additionally, the company’s adjusted EBITDA from continuing operations target excludes possible future acquisitions; other material future business developments; and due diligence, transaction and transition costs associated with acquisitions and divestitures.  Further, this adjusted EBITDA from continuing operations target excludes any expenses, earnings or losses related to the divested large joints business, legacy Wright’s divested OrthoRecon business and legacy Tornier’s divested ankle replacement and silastic toe products.

The company’s non-GAAP adjusted earnings per share from continuing operations target is measured by adding back to net loss from continuing operations non-cash interest expense associated with the 2017, 2020 and 2021 convertible notes; due diligence, transaction and transition costs associated with acquisitions and divestitures; mark-to-market adjustments to CVRs; non-cash mark-to-market derivative adjustments; and charges for non-cash amortization expenses, net of taxes. Note that as a result of the company’s relatively low effective tax rate due to the valuation allowance impacting a substantial portion of the company’s income/loss, the company is currently estimating the tax effect on amortization expense at 0%. Further, this adjusted earnings per share from continuing operations target excludes possible future acquisitions; other material future business developments; and any expenses, earnings or losses related to the large joints business.

All of the historical non-GAAP financial measures used in this release are reconciled to the most directly comparable GAAP measures. With respect to the company’s 2017 financial guidance regarding non-GAAP adjusted EBITDA from continuing operations and non-GAAP adjusted earnings per share from continuing operations, however, the company cannot provide a quantitative reconciliation to the most directly comparable GAAP measures without unreasonable effort due to its inability to make accurate projections and estimates related to certain information needed to calculate some of the adjustments as described above, including the market driven fair value adjustments to CVRs and derivatives. The anticipated differences between these non-GAAP financial measures and the most directly comparable GAAP measure are described above qualitatively.

The company's anticipated ranges for net sales from continuing operations, non-GAAP adjusted EBITDA from continuing operations, and non-GAAP adjusted earnings per share 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 “Cautionary Note Regarding Forward-Looking Statements” section of this release.

Supplemental Financial Information

To view the first quarter of 2017 supplemental financial information, visit ir.wright.com.  For historical information on Wright Medical Group N.V. segment reporting changes and non-GAAP combined pro forma financial information, please refer to the presentation posted on Wright’s website at ir.wright.com in the “Financial Information” section.

Internet Posting of Information

Wright routinely posts information that may be important to investors in the “Investor Relations” section of its website at www.wright.com.  The company encourages investors and potential investors to consult the Wright website regularly for important information about Wright.

Conference Call and Webcast

As previously announced, Wright will host a conference call starting at 3:30 p.m. Central Time today.  The live dial-in number for the call is (844) 295-9436 (U.S.) / (574) 990-1040 (Outside U.S.).  The participant passcode for the call is “Wright.”  A simultaneous webcast of the call will be available via Wright’s corporate website at www.wright.com.  

A replay of the call will be available beginning at 5:30 p.m. Central Time on May 3, 2017 through May 10, 2017.  To hear this replay, dial (855) 859-2056 (U.S.) / (404) 537-3406 (Outside U.S.) and enter code 90734703.  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 Investor Relations -Presentations/Calendar section of the company’s corporate website located at www.wright.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 release, the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (SEC) today, or otherwise available in the “Investor Relations - Supplemental Financial Information” section of the company's corporate website located at www.wright.com

The conference call may include forward-looking statements.  See the cautionary information about forward-looking statements in the “Cautionary Note Regarding Forward-Looking Statements” section of this release.

About Wright Medical Group N.V.

Wright Medical Group N.V. is a global medical device company focused on extremities and biologics products. The company is committed to delivering innovative, value-added solutions improving the quality of life for patients worldwide.  Wright is a recognized leader of surgical solutions for the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, three of the fastest growing segments in orthopaedics.  For more information about Wright, visit www.wright.com

™ and ® denote trademarks and registered trademarks of Wright Medical Group N.V. or its affiliates,  registered as indicated in the United States, and in other countries.  All other trademarks and trade names referred to in this release are the property of their respective owners.

Non-GAAP Financial Measures  

To supplement the company’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles, the company uses certain non-GAAP financial measures in this release. Reconciliations of the historical non-GAAP financial measures used in this release to the most comparable GAAP measures for the respective periods can be found in tables later in this release. Wright’s non-GAAP financial measures include net sales, excluding the impact of foreign currency; net income, as adjusted; EBITDA, as adjusted; gross margin, as adjusted; earnings, as adjusted; and earnings, as adjusted, per diluted share, in each case, from continuing operations. 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. Wright’s non-GAAP financial measures exclude such items as non-cash interest expense related to the company's 2017 convertible notes, 2020 convertible notes and 2021 convertible notes, net gains and losses on mark-to-market adjustments on and settlements of derivative assets and liabilities, write-off of unamortized debt discount and deferred financing charges following the partial settlement of 2017 convertible notes and 2020 convertible notes, mark-to-market adjustments on CVRs, and 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.  It is for this reason that the company cannot provide without unreasonable effort a quantitative reconciliation to the most directly comparable GAAP measures for its 2017 financial guidance regarding non-GAAP adjusted EBITDA from continuing operations and non-GAAP adjusted earnings per share from continuing operations. Management uses the non-GAAP measures in this release 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 non-GAAP financial measures only as a supplement to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 

This release includes forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “intend,” “could,” “may,” “will,” “believe,” “estimate,” “look forward,” “forecast,” “goal,” “target,” “project,” “continue,” “outlook,” “guidance,” “future,” other words of similar meaning and the use of future dates. Forward-looking statements in this release include, but are not limited to, statements about the company’s anticipated financial results for 2017, including net sales from continuing operations, adjusted EBITDA from continuing operations and adjusted earnings per share from continuing operations; anticipated sales acceleration in the second half of the year and benefits from expanded U.S. sales force and new product launches, anticipated sales and cost synergies and dis-synergies and the timing thereof; the company’s expectations regarding the benefits of its merger with Tornier and integration efforts and progress; and the company’s ability to achieve its key financial goals. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Each forward-looking statement contained in this 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, the failure to integrate the businesses and realize net sales synergies and cost savings from the merger with Tornier or delay in realization thereof; operating costs and business disruption as a result of the merger, including adverse effects on employee retention and sales force productivity and on business relationships with third parties; integration costs; actual or contingent liabilities; adverse effects of diverting resources and attention to providing transition services to the purchaser of the large joints business; the adequacy of the company’s capital resources and need for additional financing; the timing of regulatory approvals and introduction of new products; physician acceptance, endorsement, and use of new products; failure to achieve the anticipated benefits from approval of AUGMENT® Bone Graft; the effect of regulatory actions, changes in and adoption of reimbursement rates; product liability claims and product recalls; pending and threatened litigation; risks associated with the metal-on-metal master settlement agreement and the settlement agreement with the three settling insurers; risks associated with international operations and expansion; fluctuations in foreign currency exchange rates; other business effects, including the effects of industry, economic or political conditions outside of the company’s control; reliance on independent distributors and sales agencies; competitor activities; changes in tax and other legislation; and the risks identified under the heading “Risk Factors” in Wright’s Annual Report on Form 10-K for the year ended December 25, 2016 filed by Wright with the SEC on February 23, 2017 and in other subsequent SEC filings by Wright. Investors should not place considerable reliance on the forward-looking statements contained in this release. Investors are encouraged to read Wright’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 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 N.V.
Condensed Consolidated Statements of Operations
(dollars in thousands, except per share data--unaudited)
 
  Three months ended
  March 26, 2017   March 27, 2016
Net sales $ 177,191     $ 169,291  
Cost of sales 37,126     46,666  
Gross profit 140,065     122,625  
Operating expenses:      
Selling, general and administrative 129,834     134,746  
Research and development 12,432     12,116  
Amortization of intangible assets 7,397     6,457  
Total operating expenses 149,663     153,319  
Operating loss (9,598 )   (30,694 )
Interest expense, net 18,195     11,854  
Other expense (income), net 7,975     (1,068 )
Loss from continuing operations before income taxes (35,768 )   (41,480 )
Provision (benefit) for income taxes 939     (1,287 )
Net loss from continuing operations $ (36,707 )   $ (40,193 )
Loss from discontinued operations, net of tax $ (21,992 )   $ (7,799 )
Net loss $ (58,699 )   $ (47,992 )
       
Net loss from continuing operations per share, basic and diluted $ (0.35 )   $ (0.39 )
       
Net loss per share, basic and diluted $ (0.57 )   $ (0.47 )
       
Weighted-average number of shares outstanding-basic and diluted 103,663     102,704  


Wright Medical Group N.V.
Consolidated Net Sales Analysis
(dollars in thousands--unaudited)
 
  Three months ended
  March 26, 2017   March 27, 2016   %
change
U.S.          
Lower extremities 55,461     55,278     0.3 %
Upper extremities 55,958     50,001     11.9 %
Biologics 18,634     17,128     8.8 %
Sports med & other 2,101     2,137     (1.7 )%
Total U.S. $ 132,154     $ 124,544     6.1 %
           
International          
Lower extremities 13,642     15,542     (12.2 )%
Upper extremities 22,422     20,975     6.9 %
Biologics 5,171     4,198     23.2 %
Sports med & other 3,802     4,032     (5.7 )%
Total International $ 45,037     $ 44,747     0.6 %
           
Global          
Lower extremities 69,103     70,820     (2.4 )%
Upper extremities 78,380     70,976     10.4 %
Biologics 23,805     21,326     11.6 %
Sports med & other 5,903     6,169     (4.3 )%
Total net sales $ 177,191     $ 169,291     4.7 %


Wright Medical Group N.V.
Supplemental Net Sales Information
(unaudited)
 
  Three months ended March 26, 2017 net sales growth/(decline)
  U.S. 
as 
reported
Int'l
constant
currency
Int'l
as 
reported
Global
constant
currency
Global 
as 
reported
Product line          
Lower extremities 0 % (8 %) (12 %) (2 %) (2 %)
Upper extremities 12 % 10 % 7 % 11 % 10 %
Biologics 9 % 24 % 23 % 12 % 12 %
Sports med & other (2 %) 0 % (6 %) 0 % (4 %)
Total net sales 6 % 4 % 1 % 6 % 5 %


Wright Medical Group N.V.
Reconciliation of Non-GAAP Adjusted Gross Margins to Gross Margins from Continuing Operations
(dollars in thousands--unaudited)
 
  Three months ended
  March 26, 2017   March 27, 2016
Gross profit from continuing operations, as reported $ 140,065     $ 122,625  
Gross margins from continuing operations, as reported 79.0 %   72.4 %
Reconciling items impacting gross profit:      
Inventory step-up amortization     10,229  
Transaction and transition costs 685     124  
Non-GAAP gross profit from continuing operations, as adjusted $ 140,750     $ 132,978  
Net sales from continuing operations 177,191     169,291  
Non-GAAP adjusted gross margins from continuing operations 79.4 %   78.5 %


Wright Medical Group N.V.
Reconciliation of Adjusted Non-GAAP Earnings Per Share to Net Loss from Continuing Operations Per Share
(dollars in thousands, except per share data--unaudited)
 
  Three months ended
  March 26, 2017   March 27, 2016
Net loss from continuing operations, as reported $ (36,707 )   $ (40,193 )
Net loss from continuing operations per share, as reported $ (0.35 )   $ (0.39 )
Reconciling items:      
Inventory step-up amortization     10,229  
Non-cash interest expense on convertible notes 1 10,999     7,056  
Derivatives mark-to-market adjustments 2 365     (6,641 )
Transaction and transition costs 2,972     10,833  
CVR mark-to-market adjustments 2 6,160     5,324  
Tax effect of reconciling items 3 (18 )   (1,189 )
Non-GAAP net loss from continuing operations, as adjusted $ (16,229 )   $ (14,581 )
Add back amortization of intangible assets 7,397     6,457  
Adjusted non-GAAP earnings $ (8,832 )   $ (8,124 )
Weighted-average basic shares outstanding 103,663     102,704  
Adjusted non-GAAP earnings per share $ (0.09 )   $ (0.08 )
               
Impacting interest expense, net              
Impacting other expense (income), net
Determined based upon the effective tax rate in the jurisdiction in which the expense was incurred.


Wright Medical Group N.V.
Reconciliation of Non-GAAP Adjusted EBITDA to Net Loss from Continuing Operations
(dollars in thousands--unaudited)
 
  Three months ended
  March 26, 2017   March 27, 2016
Net loss from continuing operations $ (36,707 )   $ (40,193 )
Interest expense, net 18,195     11,854  
Provision (benefit) from income taxes 939     (1,287 )
Depreciation 13,446     12,850  
Amortization 7,397     6,457  
Non-GAAP EBITDA $ 3,270     $ (10,319 )
Reconciling items impacting EBITDA:      
Non-cash share-based compensation expense 3,954     3,317  
Other expense (income), net 7,975     (1,068 )
Inventory step-up amortization     10,229  
Transaction and transition costs 2,972     10,833  
Non-GAAP adjusted EBITDA $ 18,171     $ 12,992  
  Net sales from continuing operations   177,191       169,291  
Non-GAAP adjusted EBITDA margin   10.3 %     7.7 %


Wright Medical Group N.V.
Reconciliation of Other Non-GAAP Financial Measures to Other As Reported Results
(dollars in thousands--unaudited)
 
  Three months ended
  March 26, 2017   March 27, 2016
Net sales $ 177,191     $ 169,291  
       
Selling, general and administrative expense, as reported $ 129,834     $ 134,746  
Selling, general and administrative expense as a percentages of net sales, as reported 73.3 %   79.6 %
Reconciling items impacting selling, general and administrative expense:      
Transaction and transition costs - selling, general and administrative 2,287     10,560  
Selling, general and administrative expense, as adjusted $ 127,547     $ 124,186  
Selling, general and administrative expense as a percentage of net sales, as adjusted 72.0 %   73.4 %
       
Research & development expense, as reported $ 12,432     $ 12,116  
Research & development expense as a percentages of net sales, as reported 7.0 %   7.2 %
Reconciling items impacting research & development expense:      
Transaction and transition costs - research & development     149  
Research & development expense, as adjusted $ 12,432     $ 11,967  
Research & development expense as a percentage of net sales, as adjusted 7.0 %   7.1 %


Wright Medical Group N.V.
Condensed Consolidated Balance Sheets
(dollars in thousands--unaudited)
 
  March 26, 2017   December 25, 2016
   
Assets              
Current assets:      
Cash and cash equivalents $ 235,982     $ 262,265      
Restricted cash 150,000     150,000      
Accounts receivable, net 119,328     130,602      
Inventories 153,066     150,849      
Prepaid expenses and other current assets 1 327,878     65,909      
Total current assets 986,254     759,625      
               
Property, plant and equipment, net 200,098     201,732      
Goodwill and intangible assets, net 1,081,954     1,082,839      
Other assets 1 159,711     246,390      
Total assets $ 2,428,017     $ 2,290,586      
               
Liabilities and shareholders' equity      
Current liabilities:      
Accounts payable $ 36,057     $ 32,866      
Accrued expenses and other current liabilities 1 697,645     407,704      
Current portion of long-term obligations 21,697     33,948      
2021 Notes 1 285,448          
Total current liabilities 1,040,847     474,518      
Long-term obligations 1 507,430     780,407      
Other liabilities 1 224,524     348,797      
Total liabilities 1,772,801     1,603,722      
               
Shareholders' equity 655,216     686,864      
Total liabilities and shareholders' equity $ 2,428,017     $ 2,290,586      
                   
___________________________                  
As of March 26, 2017, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes may convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes and the fair value of the 2021 Notes Conversion Derivative were classified as current liabilities, and the fair value of the 2021 Notes Hedges were classified as current assets as of March 26, 2017. The respective balances were classified as long-term as of December 25, 2016. 
Investors & Media:

Julie D. Tracy
Sr. Vice President, Chief Communications Officer
Wright Medical Group N.V.
(901) 290-5817
julie.tracy@wright.com

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Wright Medical Group N.V.