Invacare Corporation Announces Financial Results for the Quarter and Year Ended December 31, 2012

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Invacare Corporation Announces Financial Results for the Quarter and Year Ended December 31, 2012

ELYRIA, Ohio--(BUSINESS WIRE)-- Invacare Corporation (NYS: IVC) today announced its financial results for the quarter and year ended December 31, 2012.

During the fourth quarter of 2012, the Company announced the sale of its Invacare Supply Group (ISG) medical supplies business, which was completed on January 18, 2013. Accordingly, the results for the quarter and year ended December 31, 2012, include the results of ISG as a discontinued operation. Since ISG was not sold until 2013, the CEO Summary addresses the results of the continuing operations and Invacare Supply Group as a combined operation for the year ended December 31, 2012. However, the primary text of the release, including the consolidated results, focuses on continuing operations. For more information on the Company's continuing, discontinued and combined operations, see the detailed condensed consolidated financial statements at the end of the release.


CEO SUMMARY

Commenting on the Company's focus in 2012, Gerald B. Blouch, President and Chief Executive Officer, stated, ``2012 was one of the most challenging years in the Company's history. The year was dominated by our consent decree negotiations with the United States Food & Drug Administration (FDA). Negotiations were completed and the consent decree became effective in December, necessitating a temporary cessation of production at our Taylor Street wheelchair manufacturing facility to allow time to implement compliance controls. In addition, over the past two years, most significantly in 2012, we made a concerted effort to update and implement a comprehensive portfolio of processes compliant with the FDA's Quality System Regulation. These processes will be standardized across all of our FDA registered facilities. To accelerate our progress on the remediation, we engaged third-party medical device experts and extensively engaged the entire management team. As a result, we suspended most new product development over the past year, because the majority of our design engineering team was redeployed to focus on remediation. The lack of new products coupled with uncertainty among our customers over Invacare's ability to offer continuous product supply from the Taylor Street facility resulted in a loss of market share and gross margin pressure in the North America/Home Medical Equipment (HME) segment last year."

Blouch continued, ``While our quality systems remediation is subject to approval by the FDA, we have made significant progress. In order to resume full operations at the Taylor Street and corporate facilities, the terms of the consent decree require three expert certification audits followed by a comprehensive FDA inspection and receipt of the FDA's confirmation of compliance. The first two of three expert certification audits started in December and are still in progress. We expect to complete these two certification audits within the first quarter and complete the third expert certification audit in the second quarter of 2013. Completing the remediation and receiving the FDA's approval on the second certification audit related to design controls will allow us to resume design activities and refocus our engineering resources on new product development. Introducing new product solutions to the market will get us back on track to regaining market share and resuming our globalization program to harmonize core product offerings and deliver on our long-term goal of $100 million in cost improvements and re-establish high single-digit operating margins."

Commenting on Invacare's combined 2012 results, Blouch said, ``Largely as a result of the aforementioned challenges, as well as the ongoing pressures primarily in the North America/HME and Asia/Pacific segments, the Company had:

  • Adjusted earnings per share(a) for the year, including discontinued operations, of $0.87 in 2012 compared to $2.05 in 2011;
  • An increase of 0.9% in organic net sales on a combined basis compared to last year with strong performances from Europe and the Institutional Products Group segments, as well as the discontinued operations of ISG; and
  • Free cash flow(c) of $49.1 millionin 2012. Applying the net proceeds of $146.6 million from the January 2013 sale of ISG to the December 31, 2012 debt levels on a pro forma basis, the Company's debt reduction over the past five years would have been approximately $500 million, since the peak of our total debt outstanding in the first quarter of 2007 of approximately $602 million.

Blouch continued, ``In December 2012, we made two positive announcements about our future. First, our analysis of the final regulations of the Affordable Care Act's 2.3% excise tax on medical devices indicated that the impact of the tax on Invacare is expected to be less than $1.5 million annually, as most of our products are exempt based on the retail exemption. We intend to pass this increase on to the market. Second, we announced the divestiture of Invacare Supply Group, our domestic medical supplies business. The sale, which closed on January 18, 2013, generated net proceeds of $146.6 million that were used to reduce debt outstanding under the Company's revolving credit facility. This additional capital capacity will better position us to explore selective niche acquisitions to accelerate new product development after we have completed our quality systems remediation."

Looking forward, Blouch said, ``As difficult a year as this has been, our quality systems investments will make us an even stronger company and will facilitate complexity reduction, which will drive the $100 million in structural benefits that we intend to achieve over the long-term from our globalization program. While the United States HME industry faces several challenges, including the second round of National Competitive Bidding where the bid rates were recently announced, the underlying fundamentals continue to be compelling. The aging of the population, growing prevalence of chronic illness and healthcare reform all bode well for the future of our business. We expect that, after we emerge from the remediation process, we will continue to strengthen our product portfolio to serve the needs of the market with innovative and cost-effective solutions, and will restore our profitability to historic levels."

  

FINANCIAL HIGHLIGHTS FOR THE FOURTH QUARTER

 

Three Months Ended
December 31,

Three Months Ended
December 31,

2012

2011

Net Earnings (Loss)In Thousands Per ShareIn Thousands Per Share
Continuing Operations$(10,776) $(0.34)$(39,678) $(1.25)
Discontinued Operations3,483  0.11 4,650  0.15 
Combined Operations$(7,293) $(0.23)$(35,028) $(1.10)
 
Significant Items Affecting Net Earnings (Loss) - after tax
Incremental Regulatory and Compliance Costs$5,477$0.17
      
Adjusted Net Earnings (Loss)(b)In Thousands Per Share(a)In Thousands Per Share(a)
Continuing Operations$(1,924)$(0.06)$16,958$0.53
Discontinued Operations5,439  0.17 4,927  0.15 
Combined Operations$3,515  $0.11 $21,885  $0.69 
 
Significant Items Affecting Adjusted Net Earnings (Loss)(b)- after tax
Incremental Regulatory and Compliance Costs$3,177$0.10
 
Adjusted EBITDA(d) *for Combined Operations$16,538$44,313
 
Free Cash Flow(c) **$31,200$28,628
 

* Includes contribution to Adjusted EBITDA(d) from the discontinued operations of ISG of $4,647,000 and $4,356,000 for the quarters ended December 31, 2012 and December 31, 2011, respectively.

** Includes impact on Free Cash Flow(c) from the discontinued operations of ISG of negative $1,496,000 and positive $569,000 for the quarters ended December 31, 2012 and December 31, 2011, respectively.

  

FINANCIAL HIGHLIGHTS FOR THE YEAR

 

Twelve Months Ended
December 31,

Twelve Months Ended
December 31,

20122011
Net Earnings (Loss)In Thousands Per ShareIn Thousands Per Share
Continuing Operations$(8,269) $(0.26)$(18,518) $(0.58)
Discontinued Operations10,096  0.32 14,405  0.45 
Combined Operations$1,827  $0.06 $(4,113) $(0.13)
 
Significant Items Affecting Net Earnings (Loss) - after tax
Incremental Regulatory and Compliance Costs$22,757$0.72
      
Adjusted Net Earnings (Loss)(b)In Thousands Per Share(a)In Thousands Per Share(a)
Continuing Operations$11,915$0.37$51,236$1.59
Discontinued Operations15,834  0.50 14,741  0.46 
Combined Operations$27,749  $0.87 $65,977  $2.05 
 
Significant Items Affecting Adjusted Net Earnings (Loss)(b)- after tax
Incremental Regulatory and Compliance Costs$14,757$0.46
 
Adjusted EBITDA(d) *for Combined Operations$91,369$148,106
 
Free Cash Flow(c) **$49,094$80,603
 

* Includes contribution to Adjusted EBITDA(d) from the discontinued operations of ISG of $13,057,000 and $12,470,000 for the fiscal years ended December 31, 2012 and December 31, 2011, respectively.

** Includes impact on Free Cash Flow(c) from the discontinued operations of ISG of negative $705,000 and negative $126,000 for the fiscal years ended December 31, 2012 and December 31, 2011, respectively.

CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS

Net loss per share on a GAAP basis for the fourth quarter of 2012 from continuing operations, was $0.34 ($10.8 million net loss) as compared to net loss per share for the same period last year of $1.25 ($39.7 million net loss). The net loss for the current quarter from continuing operations was negatively impacted by incremental regulatory and compliance costs related to quality systems improvements of $0.17 per share ($5.5 million after-tax expense, applying U.S. GAAP effective annualized tax rate), charges related to restructuring of $0.24 per share ($7.6 million after-tax expense) and asset write-downs related to intangible assets of $0.02 per share ($0.7 million after-tax expense) and positively impacted by $0.06 per share ($2.0 million tax benefit) resulting from an intraperiod tax allocation associated with discontinued operations. Net loss for the fourth quarter of 2011 was unfavorably impacted by asset write-downs related to goodwill and intangible assets of $1.53 per share ($48.7 million after-tax expense) and restructuring charges of $0.28 per share ($8.9 million after-tax expense).

Adjusted net loss per share(a) from continuing operations was $0.06 for the fourth quarter of 2012 as compared to adjusted net earnings per share of $0.53 for the fourth quarter of 2011. The adjusted net loss(b) for the quarter was $1.9 million versus adjusted net earnings(b) of $17.0 million for the fourth quarter of last year. Adjusted net earnings(b) for the quarter were negatively impacted primarily by incremental regulatory and compliance costs related to quality system improvements of $3.2 million of after-tax expense ($5.5 million pre-tax expense), reduced gross margin, volume declines and a higher effective tax rate on adjusted pre-tax earnings.

Net sales for the quarter from continuing operations decreased 3.7% compared to the same quarter last year. Organic net sales for the quarter decreased 2.5% over the same period last year, as increases for the Europe and Institutional Products Group (IPG) segments were offset by the North America/HME and Asia/Pacific segments. Net sales by segment and for the consolidated company, as reported and as adjusted to exclude the impact of foreign currency translation and acquisitions comparing the quarter-end and year-to-date periods ended December 31, 2012 as compared to December 31, 2011, are provided in a table accompanying this release.

Gross margin as a percentage of net sales from continuing operations for the fourth quarter was lower by 2.3 percentage points compared to last year's fourth quarter. The margin decline was principally related to sales mix toward lower margin product lines and lower margin customers, volume declines, increased freight costs and research and development expenses.

SG&A expense from continuing operations increased 11.7% to $105.3 million in the fourth quarter compared to $94.3 million in the fourth quarter last year. Foreign currency translation decreased SG&A expense by 1.1 percentage points. Excluding the positive impact of foreign currency translation ($1.1 million pre-tax expense) and incremental regulatory and compliance costs related to quality system improvements ($5.5 million pre-tax expense), SG&A expense increased by 7.0% compared to the fourth quarter of last year primarily related to increased associate costs partially offset by reduced bad debt expenses.

The Company incurred restructuring charges related to continuing operations in the fourth quarter of 2012 of $7.6 million after-tax, principally related to severance costs in the North America/HME and Asia/Pacific segments, as well as asset write-downs related to facility closures in the Europe and Asia/Pacific segments, compared to restructuring charges related to continuing operations of $8.9 million after-tax in 2011, principally related to severance and other facility closure costs. These restructuring charges are excluded from adjusted earnings per share(a).

Net loss per share on a GAAP basis for the fiscal year 2012 was $0.26 ($8.3 million net loss) as compared to the net loss per share for 2011 of $0.58 ($18.5 million net loss). The net loss for the year ended December 31, 2012 was negatively impacted by incremental regulatory and compliance costs related to quality system improvements of $0.72 per share ($22.8 million after-tax expense), a discrete 2012 tax expense related to prior years of $0.30 per share ($9.3 million tax expense) which is a non-cash charge in the current year for a matter that is under audit and being contested by the Company, charges related to restructuring from continuing operations of $0.36 per share ($11.3 million after-tax expense), $0.01 per share ($0.3 million after-tax expense) for early debt extinguishment charges and positively impacted by $0.18 ($5.8 million tax benefit) resulting from an intraperiod tax allocation associated with discontinued operations. The net loss for 2011 included asset write-downs related to goodwill and intangible assets of $1.52 per share ($48.7 million after-tax expense), an expense of $0.76 per share ($24.2 million after-tax expense) for early debt extinguishment charges, and restructuring charges from continuing operations of $0.32 per share ($10.3 million after-tax expense). The net loss for 2011 was positively impacted by $0.15 per share ($4.9 million tax benefit) as a result of a tax settlement in Germany.

Adjusted earnings per share(a) from continuing operations were $0.37 for the year ended December 31, 2012 as compared to $1.59 for 2011. Adjusted net earnings(b) from continuing operations for 2012 were $11.9 million versus $51.2 million in 2011. The decline in adjusted net earnings(b) was primarily driven by increased SG&A expenses attributable to incremental regulatory and compliance costs related to quality system improvements of $14.8 million after-tax expense ($22.8 million pre-tax expense), reduced gross margin and a slightly higher effective tax rate on adjusted pre-tax earnings.

Net sales from continuing operations for the year ended December 31, 2012 decreased 3.1% to $1.46 billion versus $1.50 billion for the same period last year while organic net sales decreased 1.7% as a result of increases for the Europe and IPG segments being partially offset by declines for the North America/HME and Asia/Pacific segments.

NORTH AMERICA/HOME MEDICAL EQUIPMENT (HME)

For the quarter ended December 31, 2012, North America/HME net sales decreased 8.8% to $165.8 million compared to $181.8 million in the same period last year. Organic net sales decreased 9.0% compared to last year driven by declines in the three major product categories of lifestyle, mobility and seating and respiratory therapy. Many of the drivers of the sales decline in the third quarter carried into the fourth quarter, including external pressures on the Company's customers relating to the second round of National Competitive Bidding, as well as prepayment reviews and post-payment audits from Medicare and Medicaid. On December 21, 2012, the United States District Court approved the terms of the Company's consent decree of injunction with the FDA related to its corporate and Taylor Street wheelchair manufacturing facilities in Elyria, Ohio. In order to bring the Company into immediate compliance with the terms of the decree, the Company suspended production at its Taylor Street facility for two days in December in order to take an inventory of all products that were in production the day the consent decree became effective. The Company then slowly began releasing product from the facility in order to ensure its new consent decree compliance protocols were effective. The sales decline for the quarter also was impacted by lack of new products and general uncertainty relating to the consent decree for a significant portion of the quarter. Loss before income taxes for the fourth quarter of 2012 was $1.8 million, excluding restructuring charges of $2.0 million and intangible impairment charges of $0.1 million, as compared to earnings before income taxes of $15.0 million in the fourth quarter of 2011, excluding goodwill and intangible impairment charges of $8.5 million and restructuring charges of $4.4 million. The loss before income taxes for the quarter was primarily a result of the incremental costs mentioned previously related to quality system improvements, volume declines, unfavorable sales mix toward lower margin customers and unfavorable product mix away from higher margin products. These factors were partially offset by reduced bad debt expense.

For the year ended December 31, 2012, North America/HME net sales decreased 7.2% to $693.3 million compared to $746.8 million in the same period last year. Organic net sales decreased 7.1% compared to last year primarily driven by declines in all three product categories. Earnings before income taxes for the year ended December 31, 2012 were $7.9 million, excluding restructuring charges of $4.2 million and intangible impairment charges of $0.1 million, as compared to earnings before income taxes of $48.7 million last year, excluding goodwill and intangible impairment charges of $8.5 million and restructuring charges of $4.8 million. The reduction in 2012 earnings before income taxes is primarily a result of the incremental costs mentioned previously related to quality systems improvements, volume declines, unfavorable sales mix toward lower margin customers and unfavorable product mix away from higher margin products. These factors were partially offset by reduced bad debt expense and reduced associate costs.

INSTITUTIONAL PRODUCTS GROUP (IPG)

IPG net sales for the fourth quarter increased by 4.3% to $36.0 million compared to $34.5 million last year. Organic net sales increased 4.1% driven primarily by strong net sales for interior design projects for long-term care facilities, dialysis chairs and therapeutic support surfaces partially offset by declines in institutional beds. Earnings before income taxes were $3.0 million, excluding intangible impairment charges of $0.7 million, compared to $1.7 million in the fourth quarter of 2011, excluding intangible impairment charges of $0.6 million and restructuring charges of $0.1 million, as volume increases and favorable foreign currency transactions were partially offset by increased freight expense and research and development costs. The increased research and development expenses for this segment included the costs of contracted engineering for negative pressure wound therapy products.

For the year ended December 31, 2012, IPG net sales increased by 19.8% to $148.6 million compared to $124.1 million last year. Organic net sales increased 6.7% with increases in interior design projects for long-term care facilities and dialysis chairs, which were partially offset by declines in institutional beds. Earnings before income taxes for the year ended December 31, 2012 were $11.7 million, excluding intangible impairment charges of $0.7 million, as compared to $13.1 million last year, excluding intangible impairment charges of $0.6 million and restructuring charges of $0.1 million. The increase in earnings before income taxes resulted as increased SG&A expenses, primarily in associate costs, were partially offset by volume increases and the benefit of an acquisition finalized during the third quarter of 2011.

EUROPE

For the fourth quarter, European net sales increased 4.1% to $144.8 million versus $139.2 million for the fourth quarter of last year. Organic net sales for the quarter increased 7.9%, principally due to increases across all three product categories. For the fourth quarter of 2012, earnings before income taxes decreased to $9.3 million, excluding restructuring charges of $1.3 million, as compared to $12.4 million last year, excluding restructuring charges of $4.2 million and intangible impairment charges of $0.4 million. The decrease in earnings before income taxes was largely attributable to an unfavorable sales mix toward lower margin product lines and lower margin customers, higher warranty expense and increased SG&A expenses, primarily in associate costs. These factors were partially offset by volume increases.

For the year ended December 31, 2012, European net sales increased 0.4% to $546.5 million versus $544.5 million last year. Organic net sales increased 7.0%, principally due to increases in respiratory therapy products partially offset by declines in lifestyle and mobility and seating products. For the year ended December 31, 2012, earnings before income taxes decreased to $33.6 million, excluding restructuring charges of $2.1 million, as compared to $39.5 million, excluding restructuring charges of $5.5 million and intangible impairment charges of $0.4 million last year. The decrease in earnings before income taxes was largely attributable to an unfavorable sales mix toward lower margin product lines and lower margin customers, pricing pressure, primarily in lifestyle and power mobility products, and increased warranty and associate costs. These factors were partially offset by volume increases.

ASIA/PACIFIC

For the fourth quarter, Asia/Pacific net sales decreased 26.3% to $13.8 million versus $18.7 million last year. Organic net sales for the quarter decreased 29.3%, caused by net sales declines in all three businesses in the segment. The Company's Australian and New Zealand distribution businesses experienced declines in mobility and seating and lifestyle products. The decline in the Company's subsidiary which produces microprocessor controllers was primarily related to its contract manufacturing business for companies outside of the healthcare industry, and to a lesser extent a decline in electronic components for mobility products. For the fourth quarter, loss before income taxes was $3.4 million, excluding restructuring charges of $4.3 million, as compared to earnings before income taxes of $1.1 million last year, excluding goodwill and intangible impairment charges of $39.9 million and restructuring charges of $0.2 million. The decrease in earnings before income taxes is primarily attributable to the reduction in net sales volumes for each of the businesses in this segment. As disclosed in the Company's third quarter 2012 Form 10-Q, the Company's management team began to restructure the Company's operations in the Asia/Pacific segment designed to return the segment to profitability. In Australia, the Company consolidated offices/warehouses, decreased staffing and exited various activities while returning to a focus on distribution. At the Company's subsidiary which produces microprocessor controllers, the Company plans to exit the contract manufacturing business for companies outside of the healthcare industry.

For the year ended December 31, 2012, Asia/Pacific net sales decreased 22.3% to $67.0 million versus $86.2 million last year. Organic net sales decreased 23.0%, caused by net sales declines in all three businesses in the segment. The year-to-date loss before income taxes was $6.8 million, excluding restructuring charges of $5.0 million, as compared to earnings before income taxes of $5.0 million last year, excluding restructuring charges of $0.2 million and goodwill and intangible impairment charges of $39.9 million. The decrease in earnings before income taxes is primarily attributable to the reduction in net sales volumes for each of the businesses in this segment.

DISCONTINUED OPERATION - INVACARE SUPPLY GROUP (ISG)

ISG net sales for the fourth quarter increased 26.0% to $95.2 million compared to $75.5 million for the same period last year. The net sales increase occurred in diabetic, enterals, incontinence and urological product categories. Earnings before income taxes for the fourth quarter were $5.5 million as compared to $5.0 million last year, excluding restructuring charges of $0.3 million, as volume increases were partially offset by lower gross margins and increased associate costs.

For the year ended December 31, 2012, ISG net sales increased 14.1% to $341.6 million compared to $299.5 million for the same period last year. The net sales increase occurred in diabetic, incontinence, urological, ostomy and enteral products. Earnings before income taxes for the year ended December 31, 2012 were $16.2 million as compared to $15.1 million last year, excluding restructuring charges of $0.3 million, as volume increases were partially offset by higher freight costs and increased bad debt expense.

Federal tax expense amounts for the discontinued operation ISG include a federal intraperiod tax allocation of $2.0 million and $5.8 million for the three and twelve months ended December 31, 2012, respectively, which increased tax expense for ISG offset by an equal tax benefit allocated to continuing operations. The amounts offset for the combined net earnings and net earnings per share of the Company on a GAAP basis.

FINANCIAL CONDITION

Total debt outstanding was $238.1 million as of December 31, 2012, as compared to $269.5 million as of December 31, 2011 (including the convertible debt discount, which reduced convertible debt and increased equity by $3.3 million as of December 31, 2012 and by $4.1 million as of December 31, 2011). The Company's total debt outstanding as of December 31, 2012 consisted of $217.5 million drawn on the revolving credit facility, $13.4 million in convertible debt and $7.2 million of other debt.

The Company reported $31.2 million of free cash flow(c) in the fourth quarter of 2012 as compared to $28.6 million of free cash flow(c) in the fourth quarter of 2011. The fourth quarter 2012 free cash flow(c) was positively impacted by cash flow benefits from accounts receivable and accrued expenses partially offset by an increase in inventory and a decline in accounts payable. Free cash flow(c) for the year ended December 31, 2012 was $49.1 million compared to $80.6 million for the year ended December 31, 2011. The contribution to free cash flow from the discontinued operation ISG is shown in the table included with this release.

The Company's ratio of debt to adjusted EBITDA(d) was 2.7 as of December 31, 2012 compared to 1.8 as of December 31, 2011.

Days sales outstanding associated with continuing operations were 49 days as of December 31, 2012 compared to 50 days as of December 31, 2011. Inventory turns from continuing operations as of December 31, 2012 were 4.6, compared to 5.0 as of December 31, 2011.

OUTLOOK

In 2013, the Company expects continued pressure on its organic net sales, free cash flow(c) and operating profitability. The key drivers of these pressures include the ongoing quality systems remediation costs, the related diversion of resources, and the limited production at its Taylor Street wheelchair manufacturing facility in Elyria, Ohio, due to the consent decree. In addition, the Company has been unable to invest in the development or introduction of new products while it focuses its engineering resources on its quality systems remediation. Further, the consent decree enjoins the Company from design activities related to wheelchairs and power beds at its corporate facility until it receives approval from the FDA on the second expert certification audit. As previously announced, the Company may continue manufacturing at Taylor Street with certain documentation requirements in cases of existing orders, medical necessity and repair and replacement of products currently in use. As the Company educates customers on the new documentation requirements, particularly the more detailed verification of medical necessity documentation for new wheelchairs and/or seating systems, the Company expects to experience slowness in the fulfillment of new wheelchairs from the Taylor Street facility. The Company is focused on completing its expert certification audits as quickly and efficiently as possible.

The Company also is facing external challenges within its North America/HME segment. In addition to customers coping with prepayment reviews and post-payment audits of power mobility devices from Medicare and Medicaid, the Centers for Medicare and Medicaid Services recently announced the bid rates for the second round of National Competitive Bidding. As mentioned in the Company's third quarter 2012 earnings announcement, it expects continued pressure on net sales as providers in the 91 metropolitan statistical areas deal with finalizing the contracting process for the successful bidders. Looking forward, the Company is positioned to assist HME providers in managing these price reductions, and it will remain judicious in its extension of credit to customers in these areas. The Company has worked closely with providers over the last two years in preparation for National Competitive Bidding, offering programs to assist them in improving their operational efficiency, as well as products that serve to expand market opportunities.

(a) Adjusted net earnings (loss) per share (EPS) is a non-GAAP financial measure which is defined as adjusted net earnings (loss)(b) from continuing and/or discontinued operations (as noted) divided by adjusted weighted average shares outstanding - assuming dilution, excluding the dilutive impact of the convertible debt. The dilutive effect of shares necessary to settle the conversion spread on the Company's convertible debentures is included in the calculation of GAAP earnings per share. The share adjustment is 0 shares for the three and twelve months ended 2012 and 0 and 154,000 shares for the three and twelve months ended 2011. The Company excludes the shares from the calculation of adjusted earnings per share, as it intends to satisfy any conversion spread using cash, as opposed to stock. It should be noted that the Company's definition of Adjusted EPS may not be comparable to similar measures disclosed by other companies because not all companies and analysts calculate Adjusted EPS in the same manner. The Company believes that these types of exclusions are also recognized by the industry in which it operates as relevant in computing Adjusted EPS as a supplementary non-GAAP financial measure used by financial analysts and others in the Company's industry to meaningfully evaluate operating performance. This financial measure is reconciled to the related GAAP financial measure in the "Reconciliation" table included after the Condensed Consolidated Statement of Operations included in this press release.

(b) Adjusted net earnings (loss) is a non-GAAP financial measure which is defined as net earnings (loss) from continuing and/or discontinued operations (as noted) excluding the impact of restructuring charges ($7.7 million and $11.4 million pre-tax for the three and twelve months ended December 31, 2012 compared to $9.1 million and $10.9 million pre-tax for the three and twelve months ended December 31, 2011), amortization of the convertible debt discount recorded in interest ($0.1 million and $0.6 million pre-tax for the three and twelve months ended December 31, 2012 compared to $0.1 million and $1.6 million pre-tax for the three and twelve months ended December 31, 2011), asset write-downs related to goodwill and intangibles ($0.8 million pre-tax for the three and twelve months ended December 31, 2012 compared to $49.5 million pre-tax for the three and twelve months ended December 31, 2011), loss on debt extinguishment including debt finance charges and fees ($0.0 and $0.3 million pre-tax for the three and twelve months ended December 31, 2012 compared to $0.0 million and $24.2 million pre-tax for the three and twelve months ended December 31, 2011), a discrete fourth quarter tax expense related to prior years for a foreign tax matter under audit ($0.2 million and $9.3 million for the three and twelve months ended December 31, 2012), a one-time benefit as a result of a tax settlement in Germany ($4.9 million for the twelve months ended December 31, 2011) and changes in tax valuation allowances. This financial measure is reconciled to the related GAAP financial measure in the "Reconciliation" table included after the Condensed Consolidated Statement of Operations included in this press release.

(c) Free cash flow is a non-GAAP financial measure which is defined as net cash provided (used) by operating activities, excluding net cash flow impact related to restructuring activities, less purchases of property and equipment, net of proceeds from sales of property and equipment. Management believes that this financial measure provides meaningful information for evaluating the overall financial performance of the Company and its ability to repay debt or make future investments (including, for example, acquisitions). This financial measure is reconciled to the related GAAP financial measure in the "Reconciliation" table included after the Condensed Consolidated Balance Sheets included in this press release.

(d) Adjusted EBITDA (adjusted earnings (loss) before interest, taxes, depreciation and amortization) is a non-GAAP financial measure which is defined as net earnings (loss) from continuing and/or discontinued operations (as noted) excluding the following: interest expense, income taxes (benefit), depreciation and amortization, as further adjusted to exclude restructuring charges as adjusted for debt covenant limitations regarding cash charges ($2.6 million for the three and twelve months ended December 31, 2012), amortization of the convertible debt discount (recorded in interest expense), bank fees, stock option expense, asset write-downs for goodwill and intangible assets and loss on debt extinguishment including debt finance charges and f

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