WRIGHT MEDICAL GROUP, INC. - FORM 8-K
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): April 30, 2007
WRIGHT MEDICAL GROUP, INC.
(Exact name of registrant as specified in charter)
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Delaware
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000-32883
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13-4088127 |
(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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5677 Airline Road,
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Arlington, Tennessee
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38002 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (901) 867-9971
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On April 30, 2007, Wright Medical Group, Inc. issued a press release announcing its consolidated
financial results for the quarter ended March 31, 2007. A copy of the press release is furnished as
Exhibit 99 to this report.
The attached press release includes the following non-GAAP measures: operating income, as adjusted;
net income, as adjusted; net income, as adjusted, per diluted share; and effective tax rate, as
adjusted.
These non-GAAP measures are not in accordance with, or an alternative for, generally accepted
accounting principles and may be different from non-GAAP measures used by other companies. In
addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or
principles. We believe that non-GAAP measures have limitations in that they do not reflect all of
the amounts associated with our results of operations as determined in accordance with GAAP and
that these measures should only be used to evaluate our results of operations in conjunction with
the corresponding GAAP measures.
For our internal budgeting and resource allocation process, our management uses financial
information that does not include non-cash stock-based compensation expenses and the income tax
effects of non-cash stock-based compensation expenses. We use these non-GAAP financial measures in
making operating decisions because we believe the measures provide meaningful supplemental
information regarding our core operational performance and give us a better understanding of how we
should invest in research and development activities and how we should allocate resources to both
ongoing and prospective business initiatives. We use these measures to help make budgeting and
spending decisions, for example, as between product development expenses and research and
development, sales and marketing and general and administrative expenses. Additionally, management
is evaluated on the basis of these non-GAAP financial measures when determining achievement of
their incentive performance compensation targets. Further, these non-GAAP financial measures
facilitate managements internal comparisons to both our historical operating results and to our
competitors operating results.
As described above, we exclude the following items from one or more of our non-GAAP measures:
Non-cash stock-based compensation expense. We exclude stock-based compensation expenses from our
non-GAAP measures primarily because they are non-cash expenses. We believe that it is useful to
investors to understand the application of SFAS 123R and its impact on our operational performance,
liquidity, and our ability to invest in R&D and fund acquisitions and capital expenditures. While
stock-based compensation expense calculated in accordance with SFAS 123R constitutes an ongoing and
recurring expense, such expense is excluded from our non-GAAP results because it is not an expense
that requires cash settlement and is not used by management to assess the core profitability of our
business operations. We further believe these measures are useful to investors in that they allow
for greater transparency to certain line items in our financial statements. In addition, excluding
this item from our non-GAAP results facilitates comparisons to our competitors operating results.
Income tax effects of the foregoing. This amount is used to present non-cash stock-based
compensation expense on an after-tax basis consistent with the presentation of net income, as
adjusted.
We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts
associated with our financial results as determined in accordance with GAAP and that these measures
should only be used to evaluate our financial results in conjunction with the corresponding GAAP
measures, and that is why we qualify the use of non-GAAP financial information in a statement when
non-GAAP information is presented.
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We further believe that where the adjustments used in calculating net income, as adjusted, and net
income, as adjusted, per diluted share are based on specific, identified amounts that impact
different line items in the Condensed Consolidated Statements of Operations (including operating
income and net income), that it is useful to investors to understand how these specific line items
in the Condensed Consolidated Statements of Operations are affected by these adjustments for the
following reasons:
Operating income. Excluding non-cash stock-based compensation expense from the calculation of
operating income assists investors in evaluating period-over-period changes without giving effect
to these charges which are non-cash in nature, in order to evaluate the results of the underlying
operating activities for the periods presented.
Net Income. Excluding non-cash stock-based compensation expense from the calculation of net income
assists investors in evaluating period-over-period changes without giving effect to these charges
which are non-cash in nature, in order to evaluate the results of the underlying operating
activities for the periods presented.
Effective Tax Rate. Excluding the income tax effect of the non-GAAP, pre-tax adjustments from the
provision for income taxes assists investors in understanding the tax provision associated with
those adjustments and our effective tax rate related to our ongoing operations.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit |
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Number |
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Description |
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99 |
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Press release issued by Wright Medical Group, Inc. on April 30, 2007. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 30, 2007
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WRIGHT MEDICAL GROUP, INC.
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By: |
/s/ Gary D. Henley
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Gary D. Henley |
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President and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99 |
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Press release issued by Wright Medical Group, Inc. on April 30, 2007. |