Form 8-K ORTHOFIX INTERNATIONAL For: Jan 12

�

�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

�

�

FORM 8-K

�

�

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January�12, 2015

�

�

Orthofix International N.V.

(Exact name of Registrant as specified in its charter)

�

�

�

Cura�ao	�	0-19961	�	N/A
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

�

7 Abraham de Veerstraat Cura�ao	�	N/A
(Address of principal executive offices)	�	(Zip Code)

Registrant�s telephone number, including area code: 011-59-99-465-8525

�

�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

�

�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

�

�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

�

�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

�

�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

�

�

�

---

Item�2.02.

Results of Operations and Financial Condition.

On January�12, 2015, Orthofix International N.V. (the �Company�) issued a press release regarding, among other things, preliminary net sales estimates for the fiscal year ended December�31, 2014, and the status of the Company�s preparation of restated financial statements for the fiscal years ended December�31, 2013, 2012 and 2011, and the fiscal quarter ended March�31, 2014. A copy of that press release is filed herewith as Exhibit 99.1 hereto and incorporated herein by reference.

�

Item�9.01.

Financial Statements and Exhibits.

(d) Exhibits

�

99.1	��	Press release, dated January�12, 2015

---

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 hereunto duly authorized.

�

Date: January�12, 2015

---

EXHIBIT INDEX

�

Exhibit�No.	��	Description
99.1	��	Press release, dated January 12, 2015

Exhibit 99.1

�

	��	Orthofix International N.V. 3451 Plano Parkway Lewisville, TX 75056 USA Tel 214 937 2000 Orthofix.com

Orthofix International Announces Preliminary Net

Sales Estimates for the 2014 and 2013 Fiscal Years and Updated Timing

Objectives for Completion of Amended and Late Filings

LEWISVILLE, TX. � January�12, 2015 � Orthofix International N.V. (NASDAQ: OFIX) (the Company), a diversified, global medical device company focused on improving patients� lives by providing superior reconstructive and regenerative orthopedic and spine solutions to physicians worldwide, today announced that its full year 2014 net sales is expected to be in a range of approximately $397 million and $401 million. The Company also announced that it expects its full year 2013 net sales to be approximately $397 million after giving effect to estimated restatement adjustments.

The following table is a summary of the Company�s estimate of net sales by strategic business unit, �SBU,� for the 2014 and 2013 fiscal years (including after giving effect to expected restatement adjustments through the first quarter of 2014). These estimated amounts are shown in millions and reflect preliminary unaudited figures that remain subject to further revision as the Company works to finalize its restated financial statements for the fiscal years ended December�31, 2013, 2012 and 2011, and the fiscal quarter ended March�31, 2014. Some calculations may be impacted by rounding.

�

�

��

FY�2013

�

��

FY�2014

�

��

YoY�Growth�rate

�

BioStim

��

$

145

��

��

�

$152�to�$153

��

��

�

5%�to�6%

��

Biologics

��

$

54

��

��

�

$55 to $��56

��

��

�

2% to 4%

��

Extremity Fixation

��

$

103

��

��

�

$109 to $110

��

��

�

6% to 7%

��

Spine Fixation

��

$

95

��

��

�

$81 to $��82

��

��

�

-15%�to�-14%

��

��

�

�

�

��

�

�

�

��

�

�

�

Total Net Sales

��

$

397

��

��

�

$397 to $401

��

��

�

0% to 1%

��

��

�

�

�

��

�

�

�

��

�

�

�

As seen in the table above, based on these estimates, net sales increased in the BioStim, Biologics and Extremity Fixation SBUs in 2014 compared to the prior year. This growth was in line with the Company�s expectations and is anticipated to continue in 2015. Net sales in the Spine Fixation SBU, as expected and previously discussed, decreased in 2014 compared to 2013. The Company expects this trend to continue into 2015 as the Company engages new management, strategies and sales agents, with expected top and bottom line performance in this SBU increasing in 2016.

As of December�31, 2014, the Company had approximately $71 million in cash and restricted cash and no outstanding debt under its credit facility.

---

Updated Timing Objectives for Amended Filings and Late Quarterly Reports

The Company is continuing to prepare restated financial statements for the fiscal years ended December�31, 2013, 2012 and 2011 and the fiscal quarter ended March�31, 2014. These restated financial statements will be reflected in amendments to the Company�s Annual Report on Form 10-K/A for the fiscal year ended December�31, 2013 and Quarterly Report on Form 10-Q/A for the fiscal quarter ended March�31, 2014 (the �Amended Filings�). At the same time that the Amended Filings are made, the Company also expects to file its late Quarterly Reports on Form 10-Q for the fiscal quarters ended June�30, 2014 and September�30, 2014 (the �Late Filings�).

As previously disclosed, the Company has recently been completing procedures to physically count its inventory on consignment with distributors and hospitals. These additional counting procedures have been materially completed, and the Company is re-evaluating its historical reserve estimates for �excess and obsolete� (E&O) inventory based in part on this additional count data, as well as other hindsight-derived information. The Company believes this process will enable it to calculate historical E&O inventory reserve information in a more precise and accurate manner. However, it is expected that this process will take additional time to complete.

The Company had previously sought and obtained a limited waiver under its credit agreement, as well an extension from a Nasdaq Hearings Panel, to complete the restatement process and make the Amended Filings and Late Filings. In each case, the Company sought and obtained relief through January�15, 2015. At this time, the Company is seeking an additional extension from both its credit agreement lenders and the Nasdaq Hearings Panel to permit additional time to complete the Amended Filings and Late Filings. The Company�s current objective is to complete all of these filings as soon as practicable, but no later than February�27, 2015. However, there can be no assurance that the requested extensions will be granted, or that the Company will be able to complete the Amended and Late Filings on this schedule.

About Orthofix

Orthofix International N.V. is a diversified, global medical device company focused on improving patients� lives by providing superior reconstructive and regenerative orthopedic and spine solutions to physicians worldwide. Headquartered in Lewisville, TX, the Company has four strategic business units that include BioStim, Biologics, Extremity Fixation and Spine Fixation. Orthofix products are widely distributed via the Company�s sales representatives, distributors and its subsidiaries. In addition, Orthofix is collaborating on research and development activities with leading clinical organizations such as the Musculoskeletal Transplant Foundation, the Orthopedic Research and Education Foundation and the Texas Scottish Rite Hospital for Children. For more information, please visit www.orthofix.com.

Forward-Looking Statements

This communication contains certain forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may include, but are not limited to, statements concerning the projections, financial condition, results of operations and businesses of Orthofix and its subsidiaries and are based on management�s current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements.

---

The forward-looking statements in this release do not constitute guarantees or promises of future performance. Factors that could cause or contribute to such differences may include, but are not limited to, risks relating to the uncertain results and timing of our anticipated filing of restated and revised financial statements for prior periods, the anticipated magnitude and nature of error corrections reflected by such filings, the timing of the filing of our late quarterly reports on Form 10-Q, potential delisting of our securities from the Nasdaq Stock Market, as well how these matters may impact our expenses, liquidity, legal liability, borrowing ability, product sales, relationships with customers, suppliers, strategic partners and third party reimbursement providers, ongoing compliance obligations under our corporate integrity agreement with the Office of Inspector General of the Department of Health and Human Services, deferred prosecution agreement with the U.S. Department of Justice and consent decree with the SEC, ability to remain in compliance with covenants and other obligations under our senior secured credit agreement, the cost and nature of our insurance coverage, and other factors described in our annual report on Form 10-K/A for the fiscal year ended December�31, 2013 and other subsequent periodic reports filed by the Company with the SEC. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise the information contained in this press release.

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Orthofix Schedules First Quarter 2024 Earnings Release and Conference Call for May 7, 2024
• Middlefield Sustainable Global Dividend ETF Distributions
• Amazon Bedrock Launches New Capabilities as Tens of Thousands of Customers Choose It as the Foundation to Build and Scale Secure Generative AI Applications