FORM 10-Q/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 0-32883
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WRIGHT MEDICAL GROUP, INC.
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4088127
-------- ----------
(State or other jurisdiction (IRS employer
of incorporation) Identification number)
5677 Airline Road
ARLINGTON, TENNESSEE 38002
-------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number (901) 867-9971
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
As of November 2, 2001 a total of 23,236,197 shares of voting common
stock, par value $.01 per share, of the registrant were outstanding.
EXPLANATORY NOTE
The registrant hereby files this report on Form 10-Q/A to amend its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 to
revise Part I, Item 1, "Financial Statements-Consolidated Statements of
Operations for the three and nine months ended September 30, 2001 and 2000"
and "Notes to Consolidated Financial Statements" to include a deemed
preferred stock dividend of $13.1 million recorded in the third quarter of
2000 that was excluded from the corresponding calculation of earnings
applicable to common shareholders for the three months and nine months ended
September 30, 2000 (unaudited), respectively.
WRIGHT MEDICAL GROUP, INC.
--------------------------
INDEX
PAGE
NUMBER
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets as of December 31, 2000 and September 30, 2001 1
Consolidated Statements of Operations for the three and nine months ended
September 30, 2001 and 2000 2
Consolidated Statements of Cash Flows for the nine months ended September
30, 2001 and 2000 3
Notes to Consolidated Financial Statements 4-7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of
Operations 8-20
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 21
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 22
Item 2 - Change in Securities and Use of Proceeds 22
Item 3 - Defaults Upon Senior Securities 22
Item 4 - Submission of Matters to a Vote of Security Holders 22
Item 5 - Other Information 22
Item 6 - Exhibits and Reports on Form 8-K 22-23
SIGNATURES 24
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WRIGHT MEDICAL GROUP, INC.
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------ -----------
(unaudited)
ASSETS:
Current Assets:
Cash and cash equivalents $ 2,957 $ 16,300
Restricted cash 6,689 15,483
Accounts receivable, net 29,767 27,381
Inventories 40,676 37,894
Prepaid expenses 3,809 2,052
Deferred income taxes 12,299 13,259
Other current assets 3,749 2,823
------------ -----------
Total current assets 99,946 115,192
------------ -----------
Property, plant and equipment, net 50,233 45,083
Intangible assets, net 49,953 54,681
Other assets 1,250 2,008
------------ -----------
$ 201,382 $ 216,964
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 8,975 $ 7,936
Accrued expenses and other current liabilities 40,465 44,840
Current portion of long-term obligations 1,704 8,396
------------ -----------
Total current liabilities 51,144 61,172
------------ -----------
Long-term obligations 21,826 112,283
Preferred stock dividends -- 4,631
Deferred income taxes 12,036 12,939
Other liabilities 1,118 11,661
------------ -----------
Total liabilities 86,124 202,686
------------ -----------
Mandatorily redeemable convertible preferred
stock, $.01 par value, shares authorized - 100,000,
shares issued and outstanding - 27,311 in 2000;
aggregate preferential distribution of $82,798 at
December 31, 2000 -- 91,254
Stockholders' equity (deficit):
Common stock, voting, $.01 par value, shares
authorized - 100,000, shares issued and
outstanding - 47 in 2000, 23,010 in 2001 230 1
Common stock, non-voting, $.01 par value,
shares authorized - 100,000; shares issued
and outstanding - 5,289 in 2001 53 --
Additional paid-in capital 206,210 4,769
Deferred compensation (5,171) (2,834)
Accumulated other comprehensive income (loss) (1,741) (1,802)
Accumulated deficit (84,323) (77,110)
------------ -----------
Total stockholders' equity (deficit) 115,258 (76,976)
------------ -----------
$ 201,382 $ 216,964
============ ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
1
WRIGHT MEDICAL GROUP, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------ -----------------------------------
2001 2000 2001 2000
---------------- ---------------- ---------------- ---------------
Net sales $ 39,062 $ 36,555 $ 126,764 $ 117,714
Cost of sales 11,314 20,267 37,967 63,562
---------------- ---------------- ---------------- ---------------
Gross profit 27,748 16,288 88,797 54,152
Operating expenses:
Selling, general and administrative 23,233 19,444 69,784 61,063
Research and development 2,242 2,027 6,842 6,074
Amortization of intangible assets 1,372 1,396 4,024 4,190
Stock-based expense (1) 486 2,893 1,587 2,914
---------------- ---------------- ---------------- ---------------
Total operating expenses 27,333 25,760 82,237 74,241
---------------- ---------------- ---------------- ---------------
Income/(loss) from operations 415 (9,472) 6,560 (20,089)
Interest expense, net 1,342 3,153 7,365 9,223
Other (income) / expense, net (311) 546 178 1,191
---------------- ---------------- ---------------- ---------------
Loss before income taxes and
extraordinary item (616) (13,171) (983) (30,503)
Provision / (benefit) for income taxes 428 (185) 1,089 1,030
---------------- ---------------- ---------------- ---------------
Loss before extraordinary item (1,044) (12,986) (2,072) (31,533)
Extraordinary loss on early retirement of debt,
Net of taxes (1,611) - (1,611) -
---------------- ---------------- ---------------- ---------------
Net loss $ (2,655) $ (12,986) $ (3,683) $ (31,533)
================ ================ ================ ===============
Net loss per share (Note 5):
Net loss applicable to common stockholders $ (2,869) $ (27,200) $ (6,229) $ (47,868)
================ ================ ================ ===============
Net loss per common share, basic & diluted:
Loss before extraordinary item $ (0.05) $ (1,550.69) $ (0.57) $(7,516.63)
Extraordinary charge (0.07) - (0.20) -
---------------- ---------------- ---------------- ---------------
$ (0.12) $ (1,550.69) $ (0.77) $(7,516.63)
================ ================ ================ ===============
Weighted-average number of common
shares outstanding 23,715 18 8,037 6
================ ================ ================ ===============
Pro forma net loss per share (Note 5):
Net loss applicable to common stockholders $ (2,655) $ (3,683)
================ ================
Net loss per common share, basic & diluted:
Loss before extraordinary item $ (0.04) $ (0.09)
Extraordinary charge (0.06) (0.07)
---------------- ----------------
$ (0.10) $ (0.17)
================ ================
Weighted-average number of common
shares outstanding 27,116 21,873
================ ================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
--------
(1) Amounts presented include selling, general and administrative expenses of
$448 and $2,891 for the three months ended September 30, 2001 and 2000,
respectively, and $1,515 and $2,912 for the nine months ended September 30, 2001
and 2000, respectively. Amounts presented also include research and development
expenses of $38 and $72 for the three and nine months ended September 30, 2001,
respectively, and $2 for the three and nine months ended September 30, 2000.
2
WRIGHT MEDICAL GROUP, INC.
--------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(IN THOUSANDS)
(UNAUDITED)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
2001 2000
----------- ------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (3,683) $(31,533)
Noncash items included in net loss:
Depreciation 7,228 8,708
Amortization of deferred financing costs 457 339
Amortization of intangible assets 4,024 4,190
Provision for inventory reserves 2,996 4,007
Inventory step-ups expensed in cost of sales -- 25,077
Deferred income taxes 500 374
Stock-based expenses 1,587 2,914
Debt extinguishment 1,589 --
Other (52) (25)
Changes in operating assets and liabilities:
Accounts Receivable (2,208) (5,276)
Inventories (5,666) (3,882)
Other Current Assets 6,303 2,028
Accounts Payable 1,245 (774)
Accrued Expenses and Other Liabilities (15,801) 3,343
----------- ------------
Net cash (used in) provided by operating activities (1,481) 9,490
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures (13,235) (10,235)
Other 223 --
----------- ------------
Net cash used in investing activities: (13,012) (10,235)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock 84,828 --
Proceeds from bank and other financing 21,854 --
Payments of bank and other borrowings (72,537) (3,470)
Issuance (payments) of senior subordinated notes (32,326) 3,667
Payments of deferred financing costs (773) --
Issuance of preferred shares 158 6,333
----------- ------------
Net cash provided by financing activities 1,204 6,530
Effect of exchange rates on cash and cash equivalents (54) (515)
----------- ------------
Net (decrease) increase in cash and cash equivalents $(13,343) $ 5,270
Cash and cash equivalents, beginning of period $ 16,300 $ 6,733
----------- ------------
Cash and cash equivalents, end of period $ 2,957 $ 12,003
=========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 10,561 $ 5,860
=========== ============
Cash paid for income taxes $ 502 $ 300
=========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
3
WRIGHT MEDICAL GROUP, INC.
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. ORGANIZATION
Wright Medical Group, Inc. (the "Company") is a global medical device company
specializing in the design, manufacture and marketing of orthopaedic implants
and bio-orthopaedic materials used in joint reconstruction and bone
regeneration. The Company is focused on the reconstructive joint device and
bio-orthopaedic materials sectors of the orthopaedic industry. The Company
markets its products through independent sales representatives in the United
States and through a combination of employee sales representatives, independent
sales representatives and stocking distributors in its international markets.
The Company is headquartered in suburban Memphis, Tennessee.
The Company was incorporated on November 23, 1999 as a Delaware corporation
(previously named Wright Acquisition Holdings, Inc.) and had no operations until
an investment group led by Warburg, Pincus, Equity Partners, L.P. ("Warburg")
acquired majority ownership of the predecessor company, Wright Medical
Technology, Inc. ("Wright") on December 7, 1999. This transaction, which
represented a recapitalization of Wright and the inception of the Company in its
present form, was accounted for using the purchase method of accounting. On
December 22, 1999, the Company acquired all of the outstanding common stock of
Cremascoli Ortho Holding S.A. ("Cremascoli"), an orthopaedic medical device
company headquartered in Toulon, France. This acquisition was also accounted for
using the purchase method of accounting, and accordingly, the results of
operations of Cremascoli have been included in the Company's consolidated
financial statements from the date of acquisition.
On July 18, 2001, the Company completed its initial public offering ("IPO") of
7.5 million shares of voting common stock at $12.50 per share. Simultaneous with
the closing of the offering, the Company converted all of its outstanding
mandatorily redeemable, convertible preferred stock, plus accrued dividends,
into common stock. Also in connection with the offering, senior subordinated
notes held by Warburg totaling approximately $13.1 million, converted into
1,125,000 shares of non-voting common stock. Subsequently, Warburg sold
1,125,000 shares of voting common stock when the underwriters exercised their
over-allotment option.
2. BASIS OF PRESENTATION
The unaudited consolidated interim financial statements included in this Form
10-Q have been prepared by the Company, pursuant to the rules and regulations of
the Securities and Exchange Commission (the "SEC"). Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed, or
omitted, pursuant to these rules and regulations. These unaudited consolidated
interim financial statements should be read in conjunction with the Company's
consolidated financial statements and related notes included in the Company's
final prospectus dated July 13, 2001 as filed with the SEC.
The accompanying unaudited consolidated interim financial statements include the
accounts of the Company and its wholly-owned domestic and international
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation. In the opinion of management, these statements
reflect all adjustments necessary for a fair presentation of the interim
financial statements. All such adjustments are of a normal and recurring nature.
The results of operations for any interim period are not necessarily indicative
of results for the full year.
3. INVENTORIES
Inventories, net of reserves, consist of the following (in thousands):
SEPTEMBER 30, DECEMBER 31,
2001 2000
Raw materials $ 1,762 $ 1,486
Work-in-process 5,561 6,384
Finished goods 33,353 30,024
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$ 40,676 $ 37,894
============= =============
4
WRIGHT MEDICAL GROUP, INC.
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
At the dates the Company acquired Wright and Cremascoli (see Note 1),
inventories were recorded at stepped-up values pursuant to APB No. 16, requiring
an aggregate $31.1 million step-up. This step-up was charged to operations over
a one-year period, representing an estimate of the period over which such
inventories were sold. Accordingly, cost of sales was charged $8.3 million and
$25.1 million for the three and nine months ended September 30, 2000,
respectively.
4. LONG-TERM OBLIGATIONS
(IN THOUSANDS) SEPTEMBER 30, DECEMBER 31,
2001 2000
------------ ------------
Notes payable $ 20,000 $ 72,876
Senior subordinated notes - 45,451
Capitalized lease obligations 3,530 2,352
------------- -------------
23,530 120,679
Less: current portion (1,704) (8,396)
------------- -------------
$ 21,826 $ 112,283
============= =============
Prior to the Company's completion of its IPO on July 18, 2001, the Company's
bank financing consisted of two senior credit facilities. The first senior
credit facility consisted of a $60.0 million term loan arrangement and permitted
borrowings up to $5.0 million under a revolving line of credit. The term loan
bore interest at the Eurodollar rate plus 3.25%. The second senior credit
facility consisted of a 17.5 million Euro term loan that bore interest at the
EURIBO rate plus .25%. The second facility also permitted borrowings up to 5.0
million Euro under a revolving line of credit. Immediately preceding the IPO,
there was $54.0 million outstanding under the first senior credit facility and
$13.5 million outstanding under the second senior credit facility.
On July 18, 2001, the Company completed its IPO, issuing 7.5 million shares of
voting common stock at $12.50 per share, the net proceeds of which were $84.8
million after deducting underwriting discounts and offering expenses. The
Company used the net proceeds of this offering to repay $39.4 million of its
senior subordinated notes including accrued interest, all of the
Euro-denominated senior credit facility plus interest, totaling approximately
$14.0 million, and approximately $31.4 million of the dollar-denominated senior
credit facility. Simultaneous with the closing of the offering, the Company
converted all of its outstanding mandatorily redeemable, convertible preferred
stock, plus accrued dividends, into common stock. Also in connection with the
offering, the remaining senior subordinated notes totaling approximately $13.1
million, converted into 1,125,000 shares of non-voting common stock.
On August 1, 2001, the Company entered into a new senior credit facility with a
syndicate of commercial banks. The new senior credit facility consists of $20
million in term loans and an unused revolving loan facility of up to $60
million. Upon entering into the new senior credit facility, the Company used $20
million in term loan proceeds from the new facility and existing cash balances
to repay all remaining amounts outstanding plus accrued interest, totaling
approximately $22.9 million, under the previous dollar-denominated senior credit
facility. Thus, following the initial public offering, the use of proceeds and
related transactions as described above, the Company has $20 million of debt
outstanding, excluding capitalized lease obligations.
5
WRIGHT MEDICAL GROUP, INC.
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Borrowings under the new senior credit facility are guaranteed by the Company's
subsidiaries and collateralized by all of the assets of Wright Medical
Technology, Inc. and the other domestic subsidiaries. The new credit facility
contains customary covenants including, among other things, restrictions on the
Company's ability to pay dividends, prepay debt, incur additional debt and sell
assets. The new credit facility also requires the Company to meet certain
financial tests, including a consolidated leverage (or debt-to-equity) ratio
test and a consolidated fixed charge coverage ratio test. At the Company's
option, borrowings under the new credit facility bear interest either at a rate
equal to a fixed base rate plus a spread of .75% to 1.25% or at a rate equal to
an adjusted LIBOR plus a spread of 1.75% to 2.25%, depending on the Company's
consolidated leverage ratio.
In connection with the replacement of the Company's debt as described above, the
Company incurred an extraordinary charge of approximately $1.6 million
principally related to unamortized loan costs relating to that debt.
5. EARNINGS PER SHARE
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
requires the presentation of basic and diluted earnings per share. Basic
earnings per share is calculated based on the weighted-average shares of common
stock outstanding during the period. Diluted earnings per share is calculated to
include any dilutive effect of the Company's common stock equivalents, which
consists of stock options, warrants, and convertible preferred stock. The
dilutive effect of such instruments is calculated using the treasury-stock
method.
For the three and nine month periods ended September 30, 2001 and 2000, the
Company's computation of diluted earnings per share does not differ from basic
earnings per share, as the effect of the Company's common stock equivalents is
anti-dilutive. For the same reason, the Company's pro forma computation of
diluted earnings per share for the three and nine-month period ended September
30, 2001 does not differ from pro forma basic earnings per share. Common stock
equivalents excluded from the calculation of diluted earnings per share totaled
approximately 2,403,000 and 1,954,000 for the three month periods ended
September 30, 2001 and 2000, respectively, and 2,176,000 and 1,582,000 for the
nine month periods ended September 30, 2001 and 2000, respectively.
Net loss applicable to common stockholders for basic and diluted earnings per
share purposes is as follows (in thousands):
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -----------------------------
2001 2000 2001 2000
---- ---- ---- ----
Net loss $ (2,655) $ (12,986) $ (3,683) $ (31,533)
Accrued preferred stock dividends (214) (1,127) (2,546) (3,248)
Deemed preferred stock dividend on
beneficial conversion feature - (13,087) - (13,087)
-------------- ------------- ------------- ------------
Net loss applicable to common stockholders $ (2,869) $ (27,200) $ (6,229) $ (47,868)
============== ============= ============= ============
6
WRIGHT MEDICAL GROUP, INC.
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
A reconciliation of shares and net income (loss) applicable to common
stockholders for pro forma basic and diluted earnings per share is as follows
(in thousands):
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2001
------------------ ----------------
Weighted-average number of common shares outstanding 23,715 8,037
Weighted-average effect of conversion of redeemable convertible preferred
stock and related dividends (Note 4) 3,401 13,836
------------------ ----------------
Pro forma weighted-average number of common shares outstanding 27,116 21,873
================== ================
Net loss applicable to common stockholders shown above $ (2,869) $ (6,229)
Reversal of accrued preferred stock dividends 214 2,546
------------------ ----------------
Pro forma net loss applicable to common stockholders $ (2,655) $ (3,683)
================== ================
The weighted-average effect of the conversion of redeemable convertible
preferred stock and related dividends into common shares was computed as if such
stock was converted at the beginning of the respective period.
7
ITEM 2.
WRIGHT MEDICAL GROUP, INC.
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH OUR CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS FILING. THIS DISCUSSION
AND ANALYSIS CONTAINS FORWARD-LOOKING STATEMENTS BASED ON OUR CURRENT
EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS. THESE STATEMENTS MAY
INCLUDE, WITHOUT LIMITATION, THE WORDS "BELIEVES", "ESTIMATES", "PROJECTS",
"ANTICIPATES", "EXPECTS" AND WORDS OF SIMILAR IMPORT. THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE INDICATED IN THESE STATEMENTS AS A RESULT OF CERTAIN
FACTORS, AS MORE FULLY DISCUSSED BELOW AND UNDER THE HEADING "RISK FACTORS"
CONTAINED IN OUR FINAL PROSPECTUS DATED JULY 13, 2001. THE COMPANY WISHES TO
CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY SUCH FORWARD-LOOKING
STATEMENTS, WHICH STATEMENTS ARE MADE PURSUANT TO THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND, AS SUCH, SPEAK ONLY AS OF THE DATE MADE.
OVERVIEW
We are a global orthopaedic device company specializing in the design,
manufacture and marketing of reconstructive joint devices and bio-orthopaedic
materials. Reconstructive joint devices are used to replace knee, hip and other
joints that have deteriorated through disease or injury. Bio-orthopaedic
materials are used to replace damaged or diseased bone and to stimulate bone
growth. We have been in business for over fifty years and have built a
well-known and respected brand name and strong relationships with orthopaedic
surgeons.
Our corporate headquarters and U.S. operations are located in Arlington,
Tennessee, where we conduct our domestic manufacturing, warehousing, research
and administrative activities. Outside the U.S., we operate manufacturing and
administrative facilities in Toulon, France, research, distribution and
administrative facilities in Milan, Italy and sales and distribution offices in
Canada and Japan and across Europe. Our global distribution system consists of a
sales force of approximately 300 persons that market our products to orthopaedic
surgeons and hospitals. We have approximately 200 exclusive independent
distributors and sales associates in the U.S. and approximately 100 sales
associates internationally. In addition, we sell our products to stocking
distributors in certain international markets, who resell the products to
third-party customers.
In December 1999, an investment group led by Warburg, Pincus, Equity Partners,
L..P. ("Warburg") acquired majority ownership of our predecessor company, Wright
Medical Technology, Inc., in a transaction that recapitalized our business. Our
recapitalization was accounted for using the purchase method of accounting and
generated intangible assets totaling $34.6 million, of which $10.0 million was
allocated to goodwill. In addition, we recorded a $24.0 million inventory
step-up in accordance with APB No. 16. The step-up was subsequently charged to
cost of sales over the twelve-month period during which these inventories were
estimated to be sold, totaling $2.0 million during the period from December 8 to
December 31, 1999 and $22.0 million during 2000. Also in connection with our
recapitalization in 1999, we recorded a one-time write-off of purchased
in-process research and development costs totaling $11.7 million.
In December 1999, immediately following our recapitalization, we acquired
Cremascoli Ortho Holding, S.A. ("Cremascoli"), an orthopaedic device company
based in Toulon, France. As a result of this acquisition, we enhanced our
product development capabilities, expanded our presence in Europe and extended
our product offerings.
The acquisition, which was accounted for using the purchase method of
accounting, generated intangible assets totaling $24.9 million, of which $8.2
million was allocated to goodwill. In addition, we recorded an inventory step-up
totaling $7.1 million. The step-up was subsequently charged to cost of sales
over the nine-month period from January 1, 2000 to September 30, 2000, during
which these inventories were estimated to be sold. No in-process research and
development was identified related to this acquisition.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Net sales in our international markets totaled $29.6 million, or approximately
27% of our total net sales in 1999, $62.5 million, or approximately 40% of our
total net sales in 2000 ($46.7 million or approximately 40% of our total net
sales in the first nine months of 2000) and $46.8 million, or approximately 37%
of our total net sales in the first nine months of 2001. No single foreign
country accounted for more than 10% of our total net sales during 1999 or 2000;
however, Italy and France together represented approximately 17% of our total
net sales in 2000 and 16% in the first nine months of 2001.
In August 2001, we began selling our products in Japan through our newly formed
wholly-owned Japanese subsidiary. We are transitioning from a distributor-based
sales network to a direct initiative and previously marketed our products in
Japan through independent sales distributors. We view this direct sales
initiative as a positive event in the long-term growth of our international
business.
During the mid- and late-1990s, we experienced operating difficulties resulting
from several successive years of flat or declining net sales, an expense
infrastructure that reduced our profit generating capability and debt service
and repayment requirements that became difficult to meet. Following our December
1999 recapitalization, a new management team was put in place. This new
management team implemented a turnaround strategy that increased our focus and
spending on research and development, significantly raised the efficiency of our
manufacturing processes and improved our sales force productivity. Since then,
we have experienced growth in net sales across our primary product lines,
improved our operating efficiencies and renewed our ability to meet our debt
service and repayment obligations.
NET SALES AND EXPENSE COMPONENTS
NET SALES
We derive our net sales primarily from the sale of reconstructive joint devices
and bio-orthopaedic materials. Our reconstructive joint device net sales are
derived from three primary product lines: knees, hips and extremities.
The following table sets forth our net sales by product line for the three and
nine months ended September 30, 2001 and 2000, respectively, expressed as a
dollar amount and as a percentage of total net sales:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(UNAUDITED) (UNAUDITED)
---------------------------------- -----------------------------------
IN THOUSANDS: 2001 2000 2001 2000
---- ---- ---- ----
Knee products $ 15,621 $ 14,561 $ 50,164 $ 47,247
Hip products 10,394 10,275 35,692 35,855
Extremity products 4,989 4,261 15,349 12,839
Bio-orthopaedic materials 6,135 5,458 19,280 15,065
Other 1,923 2,000 6,279 6,708
---------------- ---------------- ----------------- ----------------
Total net sales $ 39,062 $ 36,555 $ 126,764 $ 117,714
================ ================ ================= ================
AS A PERCENTAGE OF TOTAL NET SALES:
Knee products 40.0% 39.8% 39.6% 40.1%
Hip products 26.6 28.1 28.2 30.5
Extremity products 12.8 11.7 12.1 10.9
Bio-orthopaedic materials 15.7 14.9 15.2 12.8
Other 4.9 5.5 4.9 5.7
---------------- ---------------- ----------------- ----------------
Total net sales 100.0% 100.0% 100.0% 100.0%
================ ================ ================= ================
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
EXPENSES
COST OF SALES. Cost of sales consists primarily of direct labor, allocated
manufacturing overhead, raw materials and components, royalty expenses
associated with licensing technologies used in our products or processes and
certain other period expenses. Cost of sales and corresponding gross profit
percentages can be expected to fluctuate in future periods depending upon
changes in our product sales mix and prices, distribution channels and
geographies, manufacturing yields, period expenses and levels of production
volume.
Our cost of sales during the three and nine month periods ended September 30,
2000 are not comparable to cost of sales in corresponding periods of 2001
because under U.S. generally accepted accounting principles, we were required to
step-up our inventories in connection with our recapitalization and the
acquisition of Cremascoli (both occurring in December 1999) in the amount of
$31.1 million.
The following table sets forth our cost of sales expressed as a percentage of
sales for the three and nine month periods ended September 30, 2001 and 2000,
respectively, adjusted to exclude the cost of sales associated with our
inventory step-ups.
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
(UNAUDITED) (UNAUDITED)
---------------------------------------- ---------------------------------------
2001 2000 2001 2000
---- - ---- ---- ----
Cost of sales 29.0% 55.4% 30.0% 54.0%
Effect of acquisition costs
assigned to inventory - (22.6)% - (21.3)%
------------------- ------------------- ------------------ -------------------
Adjusted cost of sales 29.0% 32.8% 30.0% 32.7%
=================== =================== ================== ===================
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expense
consists primarily of salaries, sales commissions, royalty expenses associated
with our key surgeons, marketing costs, facility costs, other general business
and administrative expenses and depreciation expense associated with surgical
instruments that we loan to surgeons to use when implanting our products. These
surgical instruments are depreciated over their useful life of 1 to 6 years. We
expect that our selling, general and administrative expenses will increase in
absolute dollars in future periods to the extent that any further growth in net
sales drives commissions and royalties, and as we continue to add infrastructure
to support our expected business growth and public company requirements.
RESEARCH AND DEVELOPMENT. Research and development expense includes costs
associated with the design, development, testing, deployment, enhancement and
regulatory approval of our products. We anticipate that our research and
development expenditures will increase in absolute dollars in future periods as
we continue to increase our investment in product development initiatives;
however, we expect these expenses to be relatively consistent as a historical
percentage of net sales.
AMORTIZATION OF INTANGIBLES. Amortization of intangible assets is primarily
related to our recapitalization and our acquisition of Cremascoli. Intangible
assets consist of goodwill and purchased intangibles principally related to
completed technology, workforce, distribution channels and trademarks. Goodwill
is amortized on a straight-line basis over 20 years, and purchased intangibles
are amortized over periods ranging from three months to 15 years.
At December 31, 2000 and September 30, 2001, we had net intangible assets
totaling $54.7 million and $50.0 million, respectively. We expect to amortize
approximately $5.4 million in 2001. This amortization gives effect to the
settlement of $3.1 million of Cremascoli acquisition consideration remaining in
escrow as of September 30, 2001. This matter was in arbitration and was settled
in October 2001. Accordingly, we recorded additional goodwill of approximately
$1.1 million for the portion of the escrow released to the sellers.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
STOCK-BASED EXPENSE. Stock-based expense includes the amortization of non-cash
deferred compensation recorded in connection with the issuance of stock options,
stock-based incentives and the sale of equity securities when the estimated fair
market value of the securities is deemed for financial reporting purposes to
exceed their respective exercise or sales price. Additionally, for stock-based
incentives granted to consultants, we defer and amortize the fair value of such
grants as calculated pursuant to Statement of Financial Accounting Standards
(SFAS) No. 123. We amortize deferred compensation on a straight-line basis over
the respective vesting periods of the stock-based incentives, which is generally
four years, and we immediately expense all stock-based compensation associated
with the issuance of equity where no vesting restrictions apply.
We issued stock options and stock-based incentives and sold equity securities
generating approximately $7.9 million of stock-based compensation for the year
ended December 31, 2000 and we recognized $5.0 million of this amount during
2000 as compensation expense ($2.9 million in the first nine months of 2000). To
date in 2001, we have incurred approximately $3.6 million of additional deferred
compensation related to option grants, and in the first nine months of 2001 we
recognized stock-based compensation expense totaling $1.6 million. Based on the
stock-based compensation we have incurred to date, we expect that $2.0 million
in 2001, $1.7 million in 2002, $1.7 million in 2003, $1.5 million in 2004 and
$200,000 in 2005 will be recognized as non-cash stock-based expense.
INTEREST EXPENSE, NET. Interest expense consists primarily of interest
associated with borrowings outstanding under our senior credit facilities and
our subordinated notes, offset partially by interest income on invested cash
balances. Interest expense includes $457,000 and $339,000 for the first nine
months of 2001 and 2000, respectively, of non-cash expense associated with the
amortization of deferred financing costs resulting from the origination of our
senior credit facilities. During the three months ended September 30, 2001, we
repaid amounts outstanding under our Euro-denominated senior credit facility,
and renegotiated the terms of our dollar-denominated senior credit facility.
Accordingly, we expect the amortization of deferred financing costs to
approximate $255,000 annually over the remaining term of our new senior credit
facility.
We used the net proceeds from the Company's initial public offering (the "IPO")
completed on July 18, 2001, to repay our senior subordinated notes and reduce
our outstanding bank borrowings. As a result, we expect that net interest
expense will decrease in periods following the IPO as compared to prior periods.
Based on rates in effect at September 30, 2001, we expect that our repayment of
debt in connection with the IPO will reduce our net interest expense by
approximately $7.8 million annually.
OTHER (INCOME) / EXPENSE, NET. Other (income)/expense consists primarily of net
gains and losses resulting from foreign currency fluctuations. We expect other
expense and income to fluctuate in future periods depending upon our relative
exposures to foreign currency risk and ultimate fluctuations in exchange rates.
PROVISION / (BENEFIT) FOR INCOME TAXES. Our payment of income taxes has
generally been limited to earnings generated by certain of our foreign
operations, principally in Europe. Domestically, we have incurred no tax
liability in recent years. At December 31, 2000, we have net operating loss
carryforwards of approximately $67.8 million domestically, which expire in 2010
through 2020, and $15.2 million internationally, which expire in 2003 through
2006. Generally, we are limited in the amount of net operating loss
carryforwards which can be utilized in any given year. Additionally, we have
domestic tax credit carryforwards of approximately $1.1 million, which expire
through 2012.
In light of our historical operating performance, we have established a
valuation allowance against both our domestic and international net operating
loss carryforwards. We will continue to reassess the realization of our net
operating loss carryforwards and adjust the related valuation allowance as
necessary.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
EXTRAORDINARY LOSS ON EARLY RETIREMENT OF DEBT. As previously discussed, as a
result of the IPO, we repaid amounts outstanding under our Euro-denominated
senior credit facility, and renegotiated the terms of our dollar-denominated
senior credit facility. Accordingly, the Company incurred an extraordinary
non-cash charge totaling approximately $1.6 million during the three months
ended September 30, 2001 principally related to unamortized loan costs relating
to that debt.
ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT. Upon consummation of the
recapitalization, we charged to income approximately $11.7 million, representing
the estimated fair value of purchased in-process research and development, or
IPRD, that had not yet reached technological feasibility and had no alternative
future use. The value was determined by estimating the costs to develop the
purchased IPRD into commercially viable products, estimating the resulting net
cash flows from such projects, and discounting the net cash flows back to their
present values. A discount rate and likelihood of success factor were applied to
each project to take into account the uncertainty surrounding the successful
development and commercialization of the purchased IPRD.
The resulting net cash flows from such projects were based on our management's
best estimates of revenue, cost of sales, research and development costs,
selling, general and administrative costs, and income taxes from such projects,
and the net cash flows reflect the assumptions that would be used by market
participants.
A summary of the projects is as follows:
YEAR WHEN
MATERIAL NET CASH ESTIMATED
IN-FLOWS EXPECTED LIKELIHOOD OF DISCOUNT ACQUIRED
PROJECT TO BEGIN SUCCESS RATE IPRD
------- -------- ------- ---- ----
(IN `000S)
S.O.S.(R) Project (GUARDIAN(TM)) 2000 85% 22% $ 954
OSTEOSET(R) Derivatives 2000 60 22 3,195
New Shoulder (OLYMPIA(TM)) 2002 95 22 1,088
Fat Pad Augmentation Material 2003 50 22 892
Structural Resorbable Bone Graft Substitute 2005 50 22 3,340
Other Orthopaedic Projects - - 22 2,262
-------
Total $11,731
=======
NEW SHOULDER (OLYMPIA(TM))
The objective of this project was to develop a product for replacement of
arthritic shoulders and for repairing shoulder fractures.
At the date of the recapitalization, $314,000 had been spent on this project
with additional expenditures of $70,000 anticipated through completion. We
initially expected development efforts to be completed by the end of 2000 with
projected first year revenues of $800,000. We deemed the technical and
commercialization risks to be low because similar competitive products are
already in the market.
We now anticipate completion of this product development in December 2001 with
first year revenue expectations of $1.5 million in 2002. Revenue expectations
have been increased from original estimates primarily due to the responses
received from our customers' evaluations of and commitments to this product.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
S.O.S.(R) PROJECT (GUARDIAN(TM))
The objective of the Segmented Orthopaedic System, or S.O.S.(R), was to develop
an adjustable prosthesis to be used in limb salvage for adolescents.
We expected development efforts to be completed by July 2000 with an estimated
completion cost of $217,000 and projected first year revenues of $1.9 million.
We deemed the technical and commercialization risks to be low because this
product is considered a line extension and some of the products do not require
FDA approval because they are minor modifications to existing products.
Development efforts were completed in May 2000 at a total cost of $63,000 and
first year revenues were $346,000. The reduction in first year revenues was
primarily due to the delay in commercialization of the S.O.S.(R) Adjustable
product line. The delay in completion of this portion of the S.O.S.(R)
development project was due to negotiation efforts with a third-party developer,
which have now been completed. Commercialization of this product is expected in
December 2001 with first year revenues expected to be $930,000 with no
additional development costs expected to be incurred.
FAT PAD AUGMENTATION MATERIAL
The objective of this product was to develop a product for the treatment and
prevention of certain diabetic foot ulcers.
At the date of our recapitalization, we anticipated a completion date of January
2003 with estimated completion costs of $170,000 and first year revenues of $1.5
million in 2005. We deemed the technical and commercialization risks to be high
because this product required certain testing to meet regulatory approval.
Due to the costly and lengthy process of identifying an appropriate material and
receiving regulatory approval, we terminated this project in May 2001.
OSTEOSET(R) DERIVATIVES
The objective of these products was to develop bone substitute products to be
used to repair bone defects.
At the date of our recapitalization, we expected development efforts to be
completed by April 2001 with estimated completion costs of $3.6 million and
first year revenues projected at $1.0 million. Although this product must pass
regulatory qualifications, we deemed the technical and commercialization risks
to be moderate.
We are currently pursuing an evaluation and a pre-clinical study. We expect
development efforts to be completed by February 2002 with first year revenues of
$1.0 million. Full commercialization of this product could be delayed pending
the FDA's final conclusion on whether to categorize this product as a tissue or
a device for regulatory clearance purposes.
STRUCTURAL RESORBABLE BONE GRAFT SUBSTITUTE
We intended this product to be a bone putty product that would provide
structural support to correct bone defects.
At the date of our recapitalization, we expected development efforts to be
completed by the end of 2004 with projected first year revenues of $274,000 in
2005 and estimated completion costs of $5.9 million. We deemed the technical and
commercialization risks to be moderate. While this product has to pass certain
regulatory qualifications, we believe the worldwide market for such a new and
innovative product is very large.
We are continuing development efforts on this product. We expect development
efforts to be completed in 2003 with first year revenues of $274,000 expected in
2004.
13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
There were eleven additional projects included in the valuation of purchased
IPRD. In total, these projects represented 19% of the valuation, although, none
individually represented more than 6% of the total valuation. These projects
related to a variety of orthopaedic medical device products.
We plan to use our existing cash to develop the purchased IPRD related to our
recapitalization into commercially viable products. This development consists
primarily of the completion of all planning, designing, clinical evaluation
testing activities and regulatory approvals, where applicable, that are
necessary to establish that a product can be successfully developed. Bringing
the purchased IPRD to market also includes testing the product for compatibility
and interoperability with commercially viable products. As of the date of our
recapitalization, we estimated the costs to be incurred to develop the purchased
in-process technology into commercially viable products to be approximately
$13.7 million.
If these projects are not successfully developed, our revenue may be adversely
affected in future periods. Additionally, the value of other intangible assets
acquired may become impaired. We are continuously monitoring our development
projects. We believe that the assumptions used in the valuation of purchased
IPRD represent a reasonably reliable estimate of the future benefits
attributable to the purchased IPRD. We cannot be certain that actual results
will not deviate from our assumptions in future periods.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain financial
data expressed as a percentage of net sales (in thousands):
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
(UNAUDITED) (UNAUDITED)
--------------------------------------------- -------------------------------------------
% OF % OF % OF % OF
2001 SALES 2000 SALES 2001 SALES 2000 SALES
---------- --------- ----------- --------- --------- --------- ---------- ---------
Net sales $39,062 100.0% $ 36,555 100.0% $126,764 100.0% $ 117,714 100.0%
Cost of sales 11,314 29.0% 20,267 55.4% 37,967 30.0% 63,562 54.0%
---------- --------- ----------- --------- --------- --------- ---------- ---------
Gross profit 27,748 71.0% 16,288 44.6% 88,797 70.0% 54,152 46.0%
Operating expenses:
Selling, general and
administrative 23,233 59.5% 19,444 53.2% 69,784 55.0% 61,063 51.9%
Research and
development 2,242 5.7% 2,027 5.6% 6,842 5.4% 6,074 5.1%
Amortization of
intangible 1,372 3.5% 1,396 3.8% 4,024 3.2% 4,190 3.6%
assets
Stock-based expense 486 1.3% 2,893 7.9% 1,587 1.3% 2,914 2.5%
---------- --------- ----------- --------- --------- --------- ---------- ---------
Total operating
expenses 27,333 70.0% 25,760 70.5% 82,237 64.9% 74,241 63.1%
---------- --------- ----------- --------- --------- --------- ---------- ---------
Income (loss) from
operations 415 1.0% (9,472) (25.9)% 6,560 5.1% (20,089) (17.1)%
Interest expense, net 1,342 3.4% 3,153 8.6% 7,365 5.8% 9,223 7.8%
Other (income)expense, net (311) (.8)% 546 1.5% 178 .1% 1,191 1.0%
---------- --------- ----------- --------- --------- --------- ---------- ---------
Loss before income taxes (616) (1.6)% (13,171) (36.0)% (983) (.8)% (30,503) (25.9)%
Provision / (benefit) for
income taxes 428 1.1% (185) (.5)% 1,089 .8% 1,030 .9%
---------- --------- ----------- --------- --------- --------- ---------- ---------
Loss before extraordinary
item $(1,044) (2.7)% $ (12,986) (35.5)% $(2,072) (1.6)% $(31,533) (26.8)%
Extraordinary loss on early
retirement of debt,
net of taxes (1,611) (4.1)% - - (1,611) (1.3)% - -
---------- --------- ----------- --------- --------- --------- ---------- ---------
Net loss $(2,655) (6.8)% $ (12,986) (35.5)% $ (3,683) (2.9)% $(31,533) (26.8)%
========== ========= =========== ========= ========= ========= ========== =========
EBITDA $ 5,332 13.7% $ 5,822 15.9% $ 19,221 15.2% $19,609 16.7%
========== ========= =========== ========= ========= ========= ========== =========
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2001 TO THREE MONTHS ENDED
SEPTEMBER 30, 2000
NET SALES. Net sales totaled $39.1 million in the three months ended September
30, 2001, compared to $36.6 million in the three months ended September 30,
2000, representing an increase of $2.5 million, or 7%. The increase resulted
primarily from unit sales growth in our knee, hip, extremity and bio-orthopaedic
product lines.
Knee sales increased $1.1 million or 7%, in the three months ended September 30,
2001 compared to the corresponding period in 2000 due to the continued growth of
our ADVANCE(R) knee system which was partially offset by decreased sales of
certain of our more mature knee products. Extremity sales increased $728,000, or
17%, in the three months ended September 30, 2001 compared to the corresponding
period in 2000 primarily due to continued growth in sales of our new EVOLVE(TM)
and NEW DEAL(TM) products, as well as our core extremity products.
Bio-orthopaedic product sales increased $677,000 or 12%, and hip sales remained
relatively constant for the third quarter of 2001 compared to 2000. The increase
in bio-orthopaedic product sales was primarily due to the continued success of
our ALLOMATRIX(TM) line of bone graft substitute products. Continued growth of
our CONSERVE(R) and PROFEMUR(R) hip systems coupled with the second quarter 2001
introduction of our LINEAGE(R) hip system was offset by reduced levels of
block-purchase sales, or large volume contractual agreements, for other hip
products in certain international markets during the third quarter of 2001
compared to the 2000 period.
Domestic net sales totaled $25.2 million in the third quarter of 2001,
representing 64% of our total net sales compared to $23.6 million in the third
quarter of 2000, representing 65% of total net sales. International sales
totaled $13.9 million in the third quarter of 2001, net of a negative currency
impact when compared to prior period of approximately $100,000, and $12.9
million in the third quarter of 2000.
COST OF SALES. Cost of sales as a percentage of net sales decreased from 55% in
the third quarter of 2000 to 29% in the third quarter of 2001. Cost of sales was
negatively impacted during the 2000 period by $8.3 million of non-cash expense
associated with inventory step-ups related to our recapitalization and the
Cremascoli acquisition. Excluding this non-cash expense, cost of sales as a
percentage of sales decreased from 33% during the third quarter of 2000 to 29%
in the third quarter of 2001. This decrease is due to improved margins resulting
from efficiency gains, contributions from direct-sales initiatives in Japan, and
moderate shifts in sales composition to higher margin product lines such as
bio-orthopaedics and extremities.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expense, exclusive of stock-based expense, increased $3.8 million, or 20%, from
$19.4 million in the third quarter of 2000, to $23.2 million in the third
quarter of 2001. The increase was primarily attributable to increased
commissions and royalties resulting from domestic sales growth, infrastructure
additions to support our Japanese direct sales initiative, costs associated with
senior management additions, and expenses related to enhancing our information
systems and administrative capabilities.
RESEARCH AND DEVELOPMENT. Research and development expenses, exclusive of
stock-based expense, increased $215,000, or 11%, from $2.0 million in the third
quarter of 2000 to $2.2 million in the third quarter of 2001. The majority of
this increase was due to additional personnel costs and professional fees
associated with increased product development efforts in the 2001 period.
AMORTIZATION OF INTANGIBLE ASSETS. Non-cash charges associated with the
amortization of intangible assets decreased approximately $24,000, or 2%, from
the third quarter of 2000 to the third quarter of 2001. Amortization for both
the 2000 and 2001 periods were primarily attributable to intangible assets
resulting from our recapitalization and subsequent acquisition of Cremascoli in
December 1999.
STOCK-BASED EXPENSE. Stock-based expense totaled $486,000 in the third quarter
of 2001, consisting of non-cash charges of $440,000 in connection with the
amortization of deferred compensation associated with employee stock option
grants deemed to be issued below fair market value, and $46,000 of other
stock-based expenses. Stock-based expense totaled $2.9 million in the third
quarter of 2000, consisting of non-cash charges of $1.9 million resulting from
the sale of equity securities below fair market value, $907,000 for stock awards
to non-employees, and $90,000 in amortization of deferred compensation
associated with employee stock option grants deemed to be issued below fair
market value.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTEREST EXPENSE, NET. Interest expense, net, totaled $1.3 and $3.2 million in
the third quarter of 2001 and 2000, respectively. The significant decrease in
net interest expense is the result of our use of the proceeds from our IPO to
repay our senior subordinated notes, reduce our outstanding bank borrowings, and
to increase our invested cash balances. Additionally, we were able to negotiate
more favorable terms with regards to the interest rate charged on borrowings
under our new senior credit facility.
OTHER (INCOME)/EXPENSE, NET. Other (income)/expense, net, totaled ($311,000) and
$546,000 in the third quarter of 2001 and 2000, respectively. The difference
reflects foreign currency rate fluctuations from 2000 to 2001.
PROVISION/(BENEFIT) FOR INCOME TAXES. We recorded a tax provision/(benefit) of
$428,000 and ($185,000) in the third quarter of 2001 and 2000, respectively. The
tax provision for the three months ended September 30, 2001 is primarily the
result of taxes incurred related to earnings generated by our international
operations. The tax benefit for the three months ended September 30, 2000 is
primarily the result of the recording of a deferred tax asset from the operating
loss generated within our international operations, primarily in Europe. The
differences between our effective tax rate and applicable statutory rates are
primarily due to changes in the valuation allowance related to our net operating
loss carryforwards.
EBITDA. The Company defines EBITDA as earnings before net interest expense,
taxes, depreciation, amortization of intangible assets, stock-based expense, and
other non-cash expenses. For 2000, other non-cash expenses include the inventory
step-ups related to our recapitalization and the Cremascoli acquisition. For
2001, there are no other non-cash expenses. Other companies within our industry
may not compute EBITDA in the same manner as we do.
EBITDA totaled $5.3 million in the third quarter of 2001, or 14% of net sales,
compared to $5.8 million in the third quarter of 2000, or 16% of net sales. The
decrease of approximately $500,000 is primarily the result of a 27% increase in
selling, general and administrative expenses (net of depreciation charges)
coupled with an 11% increase in research and development expenses, which more
than offset the 13% increase in gross profit realized by the Company (after
removing $8.3 million of inventory step-ups from cost of sales in the 2000
period) and a 157% decrease in other (income) expense, net (primarily foreign
currency fluctuation), when compared to the third quarter of 2000. The increase
in selling, general and administrative expenses was primarily attributable to
increased commissions and royalties resulting from domestic sales growth, costs
associated with senior management additions, and expenses related to enhancing
our information systems and administrative capabilities.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001 TO NINE MONTHS ENDED
SEPTEMBER 30, 2000
NET SALES. Net sales totaled $126.8 million in the nine months ended September
30, 2001, compared to $117.7 million in the nine months ended September 30,
2000, representing an increase of $9.1 million, or 8%. Excluding the negative
impact of foreign exchange rate fluctuations, net sales would have increased 9%
when compared with the prior year comparable period. The increase resulted
primarily from unit sales growth in our knee, extremity and bio-orthopaedic
product lines.
Knee sales increased $2.9 million, or 6%, in the nine months ended September 30,
2001 compared to the corresponding period in 2000 due to the continued growth of
our ADVANCE(R) knee system, which was partially offset by decreased sales of
certain of our more mature knee products. Extremity sales increased $2.5
million, or 20%, in the nine months ended September 30, 2001 compared to the
corresponding period in 2000 due to the introduction of our new LOCON T(TM),
EVOLVE(TM) and NEW DEAL(TM) products and continued sales growth for our core
extremity products. Bio-orthopaedic product sales increased $4.2 million, or
28%, and hip sales remained relatively constant for the nine months ended
September 30, 2001 when compared to the corresponding 2000 period. The increase
in bio-orthopaedic product sales was primarily due to the continued success of
our ALLOMATRIX(TM) line of bone graft substitute products. Continued growth of
our CONSERVE(R) and PROFEMUR(R) hip systems coupled with the second quarter 2001
introduction of our LINEAGE(R) hip system was offset by reduced levels of
block-purchase sales, or large volume contractual agreements, for other hip
products in certain international markets during the nine months ended September
30, 2001 compared to the corresponding 2000 period.
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Domestic net sales totaled $80.0 million in the nine months ended September 30,
2001, representing 63% of our total net sales compared to $71.0 million in the
corresponding period of 2000, representing 60% of total net sales. International
sales totaled $46.8 million in the nine months ended September 30, 2001, net of
a negative currency impact of approximately $1.8 million, and $46.7 million in
the nine months ended September 30, 2000.
COST OF SALES. Cost of sales as a percentage of net sales decreased from 54% for
the nine months ended September 30, 2000 to 30% in the corresponding period of
2001. Cost of sales was negatively impacted during the 2000 period by $25.1
million of non-cash expense associated with inventory step-ups related to our
recapitalization and the Cremascoli acquisition. Excluding this non-cash
expense, cost of sales as a percentage of sales decreased from 33% during the
first nine months of 2000 to 30% in the first nine months of 2001. This decrease
was primarily due to improved margins resulting from efficiency gains and from
moderate shifts in sales composition to the United States market and to higher
margin product lines, such as bio-orthopaedics.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expense, exclusive of stock-based expense, increased $8.7 million, or 14%, from
$61.1 million in the nine months ended September 30, 2000, to $69.8 million in
the nine months ended September 30, 2001. The increase was primarily
attributable to increased commissions and royalties resulting from domestic
sales growth, infrastructure additions to support our Japanese direct sales
initiative, costs associated with senior management additions, and expenses
related to enhancing our information systems and administrative capabilities.
RESEARCH AND DEVELOPMENT. Research and development expenses, exclusive of
stock-based expense, increased $768,000, or 13%, from $6.1 million in the nine
months ended September 30, 2000 to $6.8 million in the corresponding period of
2001. The majority of this increase was due to additional personnel costs and
professional fees associated with increased product development efforts in the
2001 period.
AMORTIZATION OF INTANGIBLE ASSETS. Non-cash charges associated with the
amortization of intangible assets decreased $166,000, or 4%, from the nine
months ended September 30, 2000 to the nine months ended September 30, 2001.
Amortization for both the 2000 and 2001 periods was primarily attributable to
intangible assets resulting from our recapitalization and subsequent acquisition
of Cremascoli in December 1999.
STOCK-BASED EXPENSE. Stock-based expense totaled approximately $1.6 million in
the first nine months of 2001, consisting of non-cash charges of $1.2 million in
connection with the amortization of deferred compensation associated with
employee stock option grants deemed to be issued below fair market value,
$315,000 resulting from the sale of equity securities below fair market value
and $101,000 of other stock-based expenses. Stock-based expense totaled $2.9
million in the nine months ended September 30, 2000, consisting of non-cash
charges of $1.9 million resulting from the sale of equity securities below fair
market value, $907,000 for stock awards to non-employees, and $107,000 in
amortization of deferred compensation associated with employee stock option
grants deemed to be issued below fair market value.
INTEREST EXPENSE, NET. Interest expense, net totaled $7.4 and $9.2 million in
the first nine months of 2001 and 2000, respectively. The significant decrease
in net interest expense is the result of our use of the proceeds from our IPO in
July 2001 to repay our senior subordinated notes, to significantly reduce our
outstanding bank borrowings and to increase our invested cash balances.
Additionally, we were able to negotiate more favorable terms with regards to the
interest rate charged on borrowings under our new senior credit facility.
OTHER (INCOME) / EXPENSE, NET. Other expense, net totaled $178,000 and $1.2
million in the first nine months of 2001 and 2000, respectively, and consisted
primarily of net losses resulting from foreign currency fluctuations.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
PROVISION / (BENEFIT) FOR INCOME TAXES. We recorded a tax provision of $1.1
million and $1.0 in the first nine months of 2001 and 2000, respectively. The
tax provision in both periods primarily resulted from taxes incurred related to
earnings generated by our international operations. The differences between our
effective tax rate and applicable statutory rates are primarily due to changes
in the valuation allowance related to our net operating loss carryforwards.
EBITDA. EBITDA totaled $19.2 million in the nine months ended September 30,
2001, or 15% of net sales, compared to $19.6 million in the nine months ended
September 30, 2000, or 17% of net sales. The decrease of approximately $400,000
is primarily the result of a 19% increase in selling, general and administrative
expenses (net of depreciation charges) coupled with a 13% increase in research
and development expenses, which more than offset the 12% increase in gross
profit realized by the Company (after removing $25.1 million of inventory
step-ups from cost of sales in the 2000 period) and an 85% decrease in other
(income) expense, net (primarily foreign currency fluctuation), when compared to
the nine months ended September 30, 2000. The increase in selling, general and
administrative expenses was primarily attributable to increased commissions and
royalties resulting from domestic sales growth, costs associated with senior
management additions, and expenses related to enhancing our information systems
and administrative capabilities.
QUARTERLY RESULTS OF OPERATIONS
The following table presents a summary of our unaudited quarterly operating
results for each of the four quarters in 2000 and the first three quarters of
2001. We derived this information from unaudited interim financial statements
that, in the opinion of management, have been prepared on a basis consistent
with the financial statements contained in the Company's final prospectus as
filed with the SEC on July 13, 2001, and include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair statement of such
information when read in conjunction with our audited financial statements and
related notes. The operating results for any quarter are not necessarily
indicative of results for any future period.
2000 2001
(UNAUDITED) (UNAUDITED)
-------------------------------------------- ------------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD
IN THOUSANDS QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- -------- -------- -------- --------
Net sales $ 41,899 $ 39,260 $ 36,555 $ 39,838 $ 45,333 $ 42,369 $ 39,062
Cost of sales 22,231 21,064 20,267 16,808 13,672 12,981 11,314
-------- -------- -------- -------- -------- -------- --------
Gross profit 19,668 18,196 16,288 23,030 31,661 29,388 27,748
Operating expenses:
Selling, general and administrative 21,150 20,469 19,444 21,750 23,305 23,246 23,233
Research and development 1,789 2,258 2,027 2,316 2,114 2,486 2,242
Amortization of intangible assets 1,397 1,397 1,396 1,396 1,297 1,355 1,372
Stock-based expense 2 19 2,893 2,115 658 443 486
-------- -------- -------- -------- -------- -------- --------
Total operating expenses 24,338 24,143 25,760 27,577 27,374 27,530 27,333
-------- -------- -------- -------- -------- -------- --------
Income (loss) from operations $ (4,670) $ (5,947) $ (9,472) $ (4,547) $ 4,287 $ 1,858 $ 415
======== ======== ======== ======== ======== ======== ========
SEASONALITY
Our net sales are subject to seasonality. Primarily because of the European
holiday schedule during the summer months, the Company traditionally experiences
lower sales volumes in these months than throughout the rest of the year.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
We have funded our cash needs since 1999 through various equity and debt
issuances and through cash flow from operations.
In December 1999, an investment group led by Warburg acquired our predecessor
company in a recapitalization that provided us with proceeds from new equity and
subordinated debt issuances totaling $70.0 million and advances from a new
senior credit facility totaling $60.0 million. Together, these funds were used
to provide us with working capital for operations, to retire then-outstanding
debt obligations and accrued interest totaling $110.0 million, as partial
consideration for the acquisition of the former stockholders' equity interests
for $9.2 million, to pay transaction and reorganization costs of $9.9 million
and to pay acquisition costs of $2.9 million.
We financed our acquisition of Cremascoli by issuing equity and subordinated
debt in exchange for cash proceeds totaling $32.0 million and by adding a second
senior credit facility to provide additional advances totaling 17.5 million
Euro. Subsequently, we issued additional equity and subordinated debt in
exchange for cash proceeds totaling $11.5 million during 2000 and $250,000
during the first nine months of 2001.
On July 18, 2001, we completed our IPO, issuing 7.5 million shares of voting
common stock at $12.50 per share, the net proceeds of which were $84.8 million
after deducting underwriting discounts and offering expenses. We have used the
net proceeds of this offering to repay $39.4 million of our subordinated notes
and accrued interest, all of our Euro-denominated senior credit facility plus
interest, totaling approximately $14.0 million, and approximately $31.4 million
of our dollar-denominated senior credit facility. Simultaneous with the closing
of the offering, we converted all of our outstanding mandatorily redeemable,
convertible preferred stock, plus accrued dividends, into common stock. Also in
connection with the offering, the remaining senior subordinated notes totaling
approximately $13.1 million, converted into 1,125,000 shares of non-voting
common stock.
On August 1, 2001, a syndicate of commercial banks entered into a new senior
credit facility with us on more favorable terms. The new senior credit facility
consists of $20 million in term loans and an unused revolving loan facility of
up to $60 million. Upon entering into the new senior credit facility, we used
$20 million in term loan proceeds from the new facility and existing cash
balances to repay all remaining amounts outstanding plus accrued interest,
totaling approximately $22.5 million, under our previous dollar-denominated
senior credit facility. Thus, following the IPO, the use of proceeds and related
transactions as described above, we have approximately $20 million of debt
outstanding, excluding capitalized lease obligations.
Borrowings under the new senior credit facility are guaranteed by all of our
subsidiaries and collateralized by all of the assets of Wright Medical
Technology, Inc. and our other domestic subsidiaries. The new credit facility
contains customary covenants including, among other things, restrictions on our
ability to pay dividends, prepay debt, incur additional debt and sell assets.
The new credit facility also requires us to meet certain financial tests,
including a consolidated leverage (or debt-to-equity) ratio test and a
consolidated fixed charge coverage ratio test. At our option, borrowings under
the new credit facility bear interest either at a rate equal to a fixed base
rate plus a spread of .75% to 1.25% or at a rate equal to an adjusted LIBOR plus
a spread of 1.75% to 2.25%, depending on our consolidated leverage ratio.
At September 30, 2001 we had cash and equivalents totaling approximately $3.0
million, working capital totaling $48.8 million and unused availability under
committed credit facilities, after considering outstanding letters of credit,
totaling $57.4 million. We used $1.5 million of cash in operating activities
during the first nine months of 2001 compared to $9.5 million of cash generated
by operating activities during the same period in 2000. However, operating cash
flows for the first nine months of 2001 were negatively affected by the payment
of approximately $7.0 million in accrued interest on the senior subordinated
notes paid off as a result of the IPO, and $4.0 million of unrestricted cash
used in an intellectual property license settlement.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Capital expenditures totaled approximately $13.2 million for the nine months
ended September 30, 2001 and $14.1 million for the full year 2000. Historically,
our capital expenditures have consisted primarily of purchased manufacturing
equipment, research and testing equipment, computer systems and office furniture
and equipment and surgical instruments. We expect to incur capital expenditures
of approximately $19.0 million in total for 2001, approximately $3.3 million of
which we anticipate will be used for the implementation of a new enterprise
computer system and $15.7 million of which we anticipate will be used for
routine recurring capital expenditures, including instruments.
Although it is difficult for us to predict future liquidity requirements, we
believe that our current cash balances, our existing credit lines and other
available sources of liquidity, and expected cash flows from our operating
activities, will be sufficient for the foreseeable future to fund our working
capital requirements and operations, permit anticipated capital expenditures and
make required payments of principal and interest on our debt.
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On June 30, 2001, the Financial Accounting Standards Board ("FASB") issued two
new pronouncements: Statement of Financial Accounting Standards ("SFAS") No.
141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets". The two statements modify the method of accounting for business
combinations initiated after June 30, 2001 and address the accounting for
intangible assets. SFAS 141 is effective immediately and SFAS 142 will be
effective for the Company on January 2002. Upon adoption of SFAS 142, we will no
longer amortize goodwill, but will evaluate it for impairment at least annually.
Accordingly, we expect our amortization of intangible assets to be approximately
$900,000 less in 2002 than it would have been had SFAS 142 not been issued. We
are currently evaluating the impact of SFAS 142 as it relates to goodwill
impairment.
In July and August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations", and SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. SFAS
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of. The Company is
required to adopt SFAS 143 and 144 on January 1, 2002. Management believes the
adoption of SFAS 143 and 144 will not have a material impact on the Company's
financial position, results of operations, or cash flows.
FACTORS AFFECTING FUTURE OPERATING RESULTS
In addition to the factors described above in this discussion and analysis, our
future financial results could vary from period to period due to a variety of
causes, including expenditures and timing relating to acquisition and
integration of businesses or products, the introduction of new products by us or
our competitors, changes in the treatment practices of our surgeon customers,
changes in the costs of manufacturing our products, supply interruptions, the
availability and cost of raw materials, our mix of products sold, changes in our
marketing and sales expenditures, changes affecting our methods of distributing
products, market acceptance of our products, competitive pricing pressures,
changes in regulations affecting our business, general economic and industry
conditions that affect customer demand, our level of research and development
activities, changes in our administrative infrastructure, foreign currency
fluctuations, changes in assets and liabilities subject to interest rate
variability and changes in related interest rates, and the effect of domestic
and international income taxes and the utilization of related net operating loss
carryforwards.
20
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
Our exposure to interest rate risk arises principally from the variable rates
associated with our credit facilities. On September 30, 2001, we had borrowings
of $20.0 million under our credit facility, which are subject to a variable
rate, with a rate of 5.66%. Based on this, an adverse change of 1.0% in the
interest rate of all such borrowings outstanding would have caused us to incur
an increase in interest expense of approximately $200,000 on an annual basis. We
currently do not hedge our exposure to interest rate fluctuations, but may do so
in the future.
FOREIGN CURRENCY RATE FLUCTUATIONS
Fluctuations in the rate of exchange between the U.S. dollar and foreign
currencies could adversely affect our financial results. Approximately 28% and
27% of our total net sales were denominated in foreign currencies during 2000
and the nine months ended September 30, 2001, respectively, and we expect that
foreign currencies will continue to represent a similarly significant percentage
of our net sales in the future. Costs related to these sales are largely
denominated in the same respective currencies, thereby limiting our transaction
risk exposures. However, for sales not denominated in U.S. dollars, if there is
an increase in the rate at which a foreign currency is exchanged for U.S.
dollars, it will require more of the foreign currency to equal a specified
amount of U.S. dollars than before the rate increase. In such cases, and if we
price our products in the foreign currency, we will receive less in U.S. dollars
than we did before the rate increase went into effect. If we price our products
in U.S. dollars and competitors price their products in local currency, an
increase in the relative strength of the U.S. dollar could result in our prices
not being competitive in a market where business is transacted in the local
currency.
A substantial majority of our sales denominated in foreign currencies are
derived from European Union countries and are denominated in local currencies
indexed to the Euro. Our principal exchange rate risk therefore exists between
the U.S. dollar and the Euro. Except for limited rate stabilization activities
between the British pound, which is not yet indexed, and the Euro, we do not
currently hedge our exposure to foreign currency exchange rate fluctuations. We
may, however, hedge such exposures in the future.
INFLATION
We do not believe that inflation has had a material effect on our results of
operations in recent years and periods. There can be no assurance, however, that
our business will not be adversely affected by inflation in the future.
21
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) Not applicable.
(b) Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of this Quarterly Report on
Form 10-Q:
EXHIBIT
NUMBER DESCRIPTION
--------- --------------------------------------------------------------
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
December 7, 1999, among Wright Medical Technology, Inc.,
Warburg, Pincus Equity Partners, L.P., Wright Acquisition
Corp., Inc. and Wright Medical Group, Inc.*
3.1 Form of Fourth Amended and Restated Certification of
Incorporation.*
3.2 Form of Amended and Restated Bylaws.*
4.1 Registration Rights Agreement, dated as of December 7, 1999,
by and among Wright Medical Group, Inc. and the investors
named therein.*
4.2 Investors Rights Agreement, dated as of December 22, 1999, by
and among Warburg, Pincus Equity Partners, L.P., Wright
Acquisition Holdings, Inc. and the investors named therein.*
10.1 Stockholders Agreement, dated as of December 7, 1999, by and
among Wright Medical Group, Inc. and the investors named
therein.*
10.2 Amendment No. 1 to the Stockholders Agreement, dated August 7,
2000, by and among Wright Medical Group, Inc. and the
investors named therein.*
10.3 Form of Employment Agreement between Wright Medical Group,
Inc. and certain of its Executive Officers.*
22
10.4 1999 Equity Incentive Plan.*
10.5 Form of Incentive Stock Option Agreement.*
10.6 Form of Non-Qualified Stock Option Agreement.*
10.7 Form of Indemnification Agreement between Wright Medical
Group, Inc. and its Directors and Executive Officers.*
10.8 Form of Warrant.*
10.9 Amendment No. 1 to the Incentive Stock Option Agreement.*
10.10 Form of Sales Representative Award Agreement under the 1999
Equity Incentive Plan.*
10.11 Form of Non-Employee Director Stock Option Agreement under the
1999 Equity Incentive Plan.*
10.12 Form of Amended and Restated 1999 Equity Incentive Plan.*
Credit Agreement, dated as of August 1, 2001, among Wright
Medical Group, Inc., Wright Medical Technology, Inc., the
Lenders named therein, The Chase Manhattan Bank, as
Administrative Agent, Collateral Agent and Issuing Bank,
Credit Suisse First Boston, as Co-Syndication Agent and U.S.
Bank National Association, as Co-Syndication Agent.+
10.13 List of Subsidiaries.*
----------------
* Incorporated by reference to Wright Medical Group, Inc.'s
Registration Statement on Form 21.1 S-1, filed April 27, 2001, as
amended (Registration Number 333-59732).
+ Incorporated by reference to Wright Medical Group, Inc.'s Current
Report on Form 8-K, filed August 3, 2001.
(b) Reports on Form 8-K
The following current reports on Form 8-K were filed during the quarter
ended September 30, 2001:
Date of Report Items Reported
----------------------------- -----------------------------------------
August 3, 2001 Announcing the terms of the Amended and
Restated Credit Agreement, dated as of
August 1, 2001
23
SIGNATURES
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, thereunto duly authorized, in the City of Arlington, State of
Tennessee, on February 13, 2002.
WRIGHT MEDICAL GROUP, INC.
By: /s/ F. Barry Bays
-----------------------------------------------------
F. Barry Bays
PRESIDENT AND CHIEF EXECUTIVE OFFICER
By: /s/ John. K. Bakewell
-----------------------------------------------------
John K. Bakewell
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER (PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL
ACCOUNTING OFFICER)