Emily Buxton
Analyst · Piper Jaffray
Thank you, Brad. This restatement marks an important milestone for Orthofix, and I'm glad to once again be able to speak with you today. I will summarize the restatement process and findings, but please refer to our recent SEC filings and our restatement press release for further details on these items.
Monday, we filed our restated financial results through the first quarter of 2013, which were issued on an amended 10-K for 2012, and an amended 10-Q for the first quarter 2013. In addition, we filed our 10-Q for the second quarter of 2013. On Tuesday morning, we filed our 10-Q for the third quarter of 2013. The documents we filed described the scope of the independent review conducted by the Audit Committee, the accounting adjustments made in the restatement and the restatement's impact on our historical financial statements. Also in these documents, we discussed weaknesses we identified in internal control over financial reporting and our actions to correct these weaknesses. This morning, we're also reporting our Q4 and full year 2013 unaudited results. We expect to finalize and file our 2013 10-K by the end of the month.
To give you a quick summary of the work that has been going on, we began an independent review last summer as a result of information that raised questions about whether the company had properly recognized revenue under GAAP in connection with distributor sales recorded in 2012 and 2011, as well as a significant return of some products that had been processed during the second quarter of 2013. The review, which was conducted with the assistance of outside professionals and gauged by the Audit Committee, focused primarily on revenue recognition related to distributor arrangements and inventory reserves.
The restatement adjustments reflected in our amended filings are based on management's assessment of information obtained from the Audit Committee review, and all of the adjustments are consistent with the findings of the independent review. In addition separate from the Audit Committee review, management determined that certain adjustments related to inventory reserves were appropriate. These adjustments are also reflected in the restated financials.
The restatement includes adjustments principally relating to transactions with distributors in 2011 and 2012, where revenue was recorded before all revenue recognition criteria were met. As part of the restatement, we have now transitioned to only recognize revenue from distributor customers when we receive the payment. The timing differs by entity as disclosed in our 2012 amended Form 10-K, but to put these changes into context, prior to the restatement, distributor revenue was approximately 11% to 13% of our total sales in 2011 and 2012. And these changes resulted in reductions to net sales of approximately 3% in 2012 and 6% in 2011.
Some of the revenue we recognized in prior periods has not yet met the criteria for revenue recognition under our new cash-based recognition policy. As a result, previously booked revenue for these transactions has been deferred, though we have recorded a portion of this revenue in 2013 for payments received that year, and we expect to record the remainder of this revenue in future periods when we receive the payments from our customers.
In cases where we are not assured of collectability from distributors, we have recorded the cost of sales upon shipment of the products, which results in the cost of those products being recognized prior to the associated revenue being recorded. Of the previously recorded revenue that was not included in our restated financial results, approximately $7.4 million of that will be permanent revenue reversals due to specific situations, such as products being returned to us from distributors.
The next area of adjustments in the restated financials related to inventory reserves, primarily within our Spine Fixation business, principally for the years 2011 and 2012 that we made some smaller adjustments in the prior periods. These adjustments increased cost of sales in 2011 and 2012 by $3.5 million and $4.3 million, respectively. Finally in the restatement, we have reclassified our royalty expense of $7.7 million and $8.2 million from sales and marketing expense to cost-of-sales in 2011 and 2012, respectively.
In summary, the adjustments that were recorded, including the impact of the retroactive changes to the more conservative accounting method that we have adopted, decreased revenue in 2011 by $28.2 million, and in 2012, by $14.7 million. Also the total impact of all adjustments decreased operating income by $25.4 million in 2011 and $12.4 million in 2012.
Now I'll turn to the results for the full year 2013. I have a lot of numbers to cover in today's call, so I will highlight only certain financial measures for 2013. For full details of our financial results, please refer to the press release filed this morning in our 2013 10-K when it's available. For clarity, all sales numbers will be provided on a constant-currency basis.
Net sales in the fourth quarter were $106.1 million, down 10% year-over-year. Net sales for 2013 were $400.5 million which was down 11% from the prior year. In our Q3 10-Q filing, you will see for the first time -- the presentation -- our results in our 4 recently created strategic business units, or SBUs. These are BioStim, Biologics, Extremity Fixation and Spine Fixation. Brad will speak more about this in a few minutes, but I want to provide you with some detail regarding the performance of each SBU.
Today and in the future, communications I will provide you with the top line number for each of these SBUs, as well as their respective net margins, which we define as gross profit less sales and marketing expenses, and which we believe is the measure that best reflects each segment's contribution to the overall business.
On our website under the Investors section, you will find the recasted revenue and net margin of these SBUs by quarter in 2012 and 2013, and you should read this information in connection with our earnings release. BioStim, our largest business, designs, manufactures and sells noninvasive regenerative stimulation products used to enhance bone growth for spine, cervical and long bones.
Almost 100% of our sales come from the U.S. market. We are the market leader in spine and cervical spine stimulation products, and we have the only FDA-approved product for cervical spine indications. As our most profitable SBU, the company's consolidated results are greatly impacted by the performance in this business.
And in 2013, total sales were $147.9 million, down $34.1 million or 20% from the prior year. The decline in stimulation revenues in 2013 was caused by a number of issues, but I will highlight 2 in particular that were significant. First, we suffered from disruption caused by the changes we made in our spine stimulation sales force in 2012. As a result of those changes, we lost both physician coverage and relationships that impacted our sales.
Concurrently, we were converting our combined U.S. Physio-Stim and Extremity Fixation sales forces from an office call point to an OR call point to enhance our Extremity Fixation and Biologics sales. This adversely impacted our Physio-Stim sales significantly since the Physio-Stim call point is in the physician's office. In 2013 after resegmenting our SBUs, we began to transition to separate sales force focused only on Physio-Stim. The disruptions caused by these changes are diminishing and we believe that we have now -- have the right sales leadership, strategy and focus to recoup our spine, cervical and Physio-Stim businesses.
Second, we made some important process changes to ensure that our representative submit all documents necessary to ensure that our third-party billing process is more efficient and timely. We call this our billable packets initiative, which moves the date that we recognize revenue from receipt of the assignment of benefits to when the sales rep has submitted all documents required for third-party billing. This change has benefited us by making us more efficient and has reduced our DSOs. This process change resulted in a deferral of revenue of $6.3 million beginning in Q2 of 2013. Finally, BioStim's net margin for 2013 was 44% of sales compared to 48% of sales in 2012, which again by definition of net margin, includes the impact of sales and marketing expenses in this business unit.
Moving to our next SBU, Biologics, primarily comprises our human, cellular and tissue-based business, including revenue from our long-term partnership with Musculoskeletal Transplant Foundation or MTF. MTF processes and distributes these tissues and Orthofix markets them for spine and orthopedic surgeries. These MTF tissue forms account for approximately 90% of the Biologics' business revenues of which almost all are sold in the U.S.
Our Trinity stem cell tissues are market leaders and significant growth driver for Orthofix. Biologics sales increased slightly year-over-year to $53.8 million despite the fact that our marketing service fee for Trinity from MTF was lowered in Q2 of 2013 from 70% to 65%. This decrease in the fee was commensurate with the late-stage development milestone for our newest tissue form, Trinity Elite, and was offset by a 5% increase in total Trinity tissue usage during the year.
We fully launched Trinity Elite in June of last year, and we finished 2013 with more than 50% of the Trinity revenues converted to Trinity Elite from Trinity Evolution. Surgeon feedback on the new technology has been overwhelmingly positive and driven greater usage of Trinity per surgeon. Biologics' net margin for 2013 increased from 44% of sales in 2012 to 46% of sales in 2013. This increase was due to the very positive surgeon adoption rates of Trinity Elite.
Looking next at the Extremity Fixation SBU, this designs, manufacturers and sales external and internal fixation devices, which are used in fracture repair, deformity correction and bone reconstruction. Approximately 80% of our products are sold outside the U.S. Our External Fixation products have, we believe, a reputation as being the best-in-class worldwide. Extremity Fixation sales were $103.4 million, down 7% or $8.6 million versus prior year. This was driven primarily by 2 factors. The first was a deterioration of sales in Brazil that accounted for 1/3 of our total sales decline.
And the second related to the impact of the prospective change made on April 1, 2013, which deferred revenue until cash is collected from the distributor transactions within this SBU, except distributors in Brazil, which were transitioned earlier to this method of accounting. This change, which we also refer to as sell-through accounting, resulted in a deferral corresponding to a 4.8% decline in sales. This change in accounting methodology for international distributors will continue to defer sales in 2014 and beyond, but the year-to-year comparative affects will normalize as we receive cash payments for orders shipped in prior periods.
The Extremity Fixation net margin for 2013 was 26% of revenue compared to 31% of revenue in 2012. This decrease was primarily due to lower sales, an increase in inventory reserves, as well as the impact of certain distributor situations where we are recording the cost of sales upon shipment of product and deferring the revenue until payment is received from the distributor.
As included in our 2012 Form 10-K/A filing, we are investigating allegations of potential and proper payments involving the Brazil Extremity Fixation subsidiary, and have hired outside council to conduct a review. At this time, we cannot comment further about this matter other than to reinforce that compliance is a top priority for Orthofix. We'll provide more updates in the future as this matter progresses.
Lastly, moving on to our Spine Fixation SBU, this business includes the spine implant products that we design, manufacture and market inside and outside of the U.S. Approximately 80% of our sales come from the U.S. market and 20% from outside of the U.S. With our anticipated introduction of the state-of-the-art posterior, cervical and lateral fusion systems in 2014, our Spine Fixation franchise, with a few niche exceptions, will then have the full breadth of spine implant products to market to spine surgeons.
Spine Fixation sales were $95.5 million in 2013, down 2% or $4.4 million versus 2012. This includes the impact of a 6% decline in average selling price, or ASP due to discounting, which was partially offset by double-digit growth in our International business. We are implementing new processes that we expect will help us better monitor and control discounting going forward. Additionally, we expect to launch several new important products during the course of this year. The Spine Fixation net margin for 2013 was 8% of revenue compared to 19% of revenue in 2012. This decrease was primarily due to the ASP decline and an increase in inventory reserves.
Now I'll discuss a few financial measures on a consolidated company basis. Our aggregate gross margins for 2013 were 74.5%, which was down 350 basis points from the prior year. The primary drivers for the decrease were the unfavorable sales mix related to the decrease in higher-margin BioStim sales, the lower ASPs in U.S. Spine Fixation and most notably, by an increase in our inventory reserves of $8.8 million. G&A expenses for the year 2013 were $65.1 million or 16.3% of sales compared to $53.4 million or 11.9% in the prior year.
G&A expense in 2013 included $4.6 million related to senior management succession charges. Net of these expenses, 2013 G&A was $60.5 million or 15.1% of sales. The increase is partly related to investments we made last year in people, processes and infrastructure, as we began to identify steps, which we believe will be essential in making us a stronger and more efficient company moving forward. Our expectation is that company-wide G&A expenses will be flat on a dollar basis in 2014, and then decline in 2015 and '16 as we begin to reap the benefits of these commitments to more efficient and effective business processes.
For the full year 2013, reported operating income from continuing operations was a loss of $5.1 million compared to a gain of $76.6 million in 2012. When eliminating the specified items included in the reconciliation tables in today's press release, adjusted operating income from continuing operations was $34.2 million or 8.5% compared to $84 million or 18.8% in 2012.
Net income from continuing operations for the full year was a loss of $15.7 million or $0.83 per diluted share, compared to a gain of $45.1 million or $2.32 per diluted share. Eliminating the specified items included in the reconciliation tables in today's press release, our 2013 adjusted net income was $14.2 million or $0.76 per diluted share compared to $49.7 million or $2.56 per diluted share in 2012.
Finally, looking at the balance sheet, our total cash position as of December 31, 2013, was $52.5 million, up slightly from $52.4 million at year end 2012. This was the result of strong adjusted free cash flow generation of $37.2 million in 2013 compared to $23.1 million in 2012. DSOs were down substantially at the end of the fourth quarter to 65 days as compared with 84 days in the fourth quarter of 2012. This improvement is another one of the benefits of the transition to the new revenue recognition for the distributors and third-party BioStim that I discussed earlier. Finally, our long-term debt as of December 31, 2013, remains unchanged from our December 31, 2012, at $20 million.
As you can see from our strong cash position, healthy cash generation, low debt balance and decrease in DSOs, we ended the year with a very strong balance sheet. With that, I'll turn the call back over to Brad.