DJO Djo Incorporated

DJO Incorporated, (NYSE:DJO), a global provider of products and services that promote musculoskeletal and vascular health, today announced financial results for the third quarter of 2006, ended September 30, 2006. Third Quarter Results Net revenues for the third quarter of 2006 were a record $113.2 million, reflecting an increase of 56.9 percent, compared with net revenues of $72.1 million in the third quarter of 2005. The third quarter of 2006 included revenue contributions from the Company�s 2006 acquisitions of Aircast and Axmed. Third quarter revenue also included the benefit of a change in shipping terms for certain Aircast products from Aircast�s historical terms of FOB destination to DJO�s policy of FOB shipping point. Additionally in the third quarter, DJO cleared certain backorders that existed at the end of the second quarter of 2006 due to the impact of integration activities taking place at that time. Together, these two items contributed approximately $1.9 million of revenue in the third quarter. The third quarters of 2006 and 2005 each included 63 shipping days. Non-GAAP net income for the third quarter of 2006 was $9.0 million, or $0.38 per share, compared to non-GAAP net income of $7.8 million, or $0.34 per share, for the third quarter of 2005. As of January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, resulting in the recognition of stock-based compensation expense beginning January 1, 2006. Non-GAAP results for the third quarter of 2006 exclude the after tax impact of this stock-based compensation expense and certain costs and expenses related to acquisitions and the Company�s move into its new corporate headquarters, which occurred during the third quarter. Non-GAAP results for the third quarter of 2005 exclude the after tax impact of a write-off of previously deferred expenses related to discontinued acquisitions. GAAP net income for the third quarter of 2006 was $4.4 million, or $0.18 per share, as compared to GAAP net income of $7.5 million, or $0.33 per share, for the third quarter of 2005. As previously discussed by the Company, the acquisition of Aircast has had a short-term dilutive impact on the Company�s financial results due to the impact of purchase accounting amortization expense and interest expense related to the acquisition financing being in excess of the pre-integration profit contribution from the Aircast business. The Company said it continues to expect the acquisition to be highly accretive to earnings in 2007, based on expected cost reduction synergies to be achieved through the integration of the acquired business into DJO. Nine Month Results Net revenues for the first nine months of 2006 were $302.3 million, reflecting an increase of 43.1 percent, compared with net revenues of $211.2 million for the first nine months of 2005. The first nine months of 2006 and 2005 included 191 and 192 shipping days, respectively. Non-GAAP net income for the first nine months of 2006 was $23.5 million, or $1.01 per share, compared with non-GAAP net income of $21.3 million, or $0.94 per share, for the first nine months of 2005. Non-GAAP results for the first nine months of 2006 exclude the after tax impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain costs and expenses related to acquisitions, an arbitration that concluded in the second quarter of 2006, the Company�s move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions. Non-GAAP results for the first nine months of 2005 exclude the after tax impact of the write-off of previously deferred expenses related to discontinued acquisitions. GAAP net income for the first nine months of 2006 was $11.6 million, or $0.50 per share, compared to GAAP net income of $21.1 million, or $0.93 per share, for the first nine months of 2005. �We are very pleased to report another strong quarter with record revenues exceeding our expectations. Our revenue growth continues to be driven by outstanding sales productivity across our existing business segments and by contributions from our acquisitions,� said Les Cross, president and CEO. �While our total revenue growth has clearly been enhanced by our acquisitions, our core business is performing extremely well. At the bottom line, our strong revenue levels, combined with the results of good progress with the integration of Aircast, permitted us to show significant sequential improvement in our non-GAAP operating margins and earnings per share from the second quarter of 2006. �Within our Domestic Rehabilitation business, each of our DonJoy�, ProCare� and OfficeCare� sales channels posted solid growth rates over the prior year. We also reached a milestone in our OfficeCare channel by exceeding 1,000 total accounts in the quarter. As expected, growth of Aircast products is beginning to accelerate under DJO�s leadership, with more feet on the street selling the products. We are pleased to see opportunities for Aircast sales synergies start to materialize as Aircast products were recently added to three large, multi-year GPO supply contracts and several smaller contracts. �Our Regeneration segment also delivered another strong quarter, with revenue growing at 15.9% over the third quarter of 2005 and both our OL1000TM and SpinaLogic� product lines growing in double-digits. Revenue growth was particularly strong for our SpinaLogic product line in the third quarter, at 22% over the prior year. �Revenue growth in our International segment of nearly 200% reflects contributions from both 2006 acquisitions, as well as continued progress against our growth strategies of product line and geographical expansion. We are very pleased with the progress we have made with the Aircast integration outside of the U.S. and with an expanded international sales force carrying Aircast, Axmed and DJO products, we are beginning to realize revenue synergies from the acquisitions. �We are also pleased to report a significant improvement in our operating results in the third quarter. Our gross profit for the third quarter was reduced by charges related to stock-based compensation expense (approximately $0.3 million) and costs and expenses related to our acquisitions and our move into the Company�s new corporate headquarters in Vista, California (approximately $1.9 million). Our non-GAAP consolidated gross profit margin before those items, aggregating approximately $2.2 million, was 62.4% of revenues in the third quarter, reflecting a slight improvement from the second quarter. As we have discussed, most of the manufacturing integration, which is expected to improve our gross profit and gross profit margin, will occur during the fourth quarter. �The third quarter marked an improvement in our non-GAAP operating expenses as a percentage of revenues due to our increased revenue levels and progress made with the integration of the Aircast SG&A functions. Accordingly, our non-GAAP operating income margin improved sequentially from the second quarter of this year by 250 basis points to 18.4%. Due to reduced integration related costs, our GAAP operating income margin also improved. Total GAAP operating expenses included charges related to stock-based compensation expense (approximately $2.4 million) and costs and expenses related to acquisitions and to the Company�s move into its new corporate headquarters (approximately $1.1 million). These charges aggregated approximately $3.5 million. �Net interest and other expense for the third quarter of 2006 was $6.7 million, which was reduced by a net foreign currency transaction gain of $0.4 million. This amount also includes a non-cash charge of $0.9 million to write-off abandoned leasehold improvements and other assets in connection with the move of our corporate headquarters. Our non-GAAP net interest and other expense, before this non-cash charge, was $5.8 million. �The total after-tax impact on our third quarter 2006 earnings from stock-based compensation expense was $2.3 million, or approximately $0.10 per share. The total after-tax impact on our third quarter 2006 earnings from other costs and expenses not deemed to be reflective of the Company�s ongoing operations was also $2.3 million, or approximately $0.10 per share. �We generated good cash flow in the third quarter, which permitted us to repay approximately $15 million of debt during the quarter. As a good start to cash flow for the fourth quarter, we completed the sale of the Aircast Summit, NJ headquarters facility in October, netting us cash of approximately $4.2 million. �Completing the integration of the Aircast business remains a priority for us in the fourth quarter. We are now in the final phase, which includes relocating all the Aircast manufacturing operations from New Jersey to Mexico. To date, we have moved approximately half of the Aircast manufacturing volume to Mexico. �With a strong third quarter behind us, we have increased our 2006 full year revenue expectations. We are now targeting 2006 revenues to be between $409 million and $412 million. For the fourth quarter, which will be our shortest quarter of the year with only 61 shipping days, we are targeting total net revenues of between $107 million and $110 million. We continue to expect the Aircast integration to be completed by the end of this year, providing DJO with annualized cost reduction synergies of between $18 million and $20 million in 2007.� Recent Business Highlights: DJO Incorporated successfully commenced Aircast customer service operations in August at its new distribution center in Indianapolis, Indiana. This new 110,000 square foot facility is the primary distribution hub for all Aircast products and Aircast customer service activities. It also supports distribution for DJO�s DonJoy and OfficeCare channels. The expansion of the Company�s facilities in Mexico was completed on schedule in early September, providing the additional capacity to relocate all remaining Aircast manufacturing from New Jersey to Mexico during the fourth quarter of 2006. The Company renewed or signed three major supply contracts during the third quarter. These contracts include a new sole-source supply agreement with Consorta, Inc. that includes all Aircast, DonJoy and ProCare branded bracing and soft goods products and vascular systems products for a three-year term. DJO also renewed its three-year supply contracts with both Broadlane, Inc. and Premier Purchasing Partners, to supply its full line of Aircast, DonJoy and ProCare rigid and soft bracing products and cold therapy systems. The Company also signed several other contracts during the quarter, including a new three-year supply contract with Amerinet Choice for pain management products, including cold therapy, two new government regional supply contracts for bracing and soft goods and two government supply contract renewals for vascular systems products. The Company announced a sponsorship agreement with Carson Palmer, NFL quarterback for the Cincinnati Bengals, who is now wearing DJO�s custom DonJoy Defiance� knee brace. As part of the sponsorship agreement, Carson Palmer will be featured in DJO�s award-winning �Faces of DonJoy� print advertising campaign. The Company completed the move to its new world headquarters in Vista, California in August. In September, DJO was named to the Deloitte & Touche �Technology Fast 50� list of San Diego�s fastest growing companies. DJO received the �Competitive Strategy Leadership� award from Frost & Sullivan. Conference Call Information DJO Incorporated has scheduled an investor conference call to discuss this announcement beginning at 1:00 PM, Eastern Time today, November 2, 2006. Individuals interested in listening to the conference call may do so by dialing 706-634-0177, using the reservation code 9000426. A telephone replay will be available for 48 hours following the conclusion of the call by dialing 706-645-9291 and using the above reservation code. The live conference call also will be available via the Internet at www.djortho.com, and a recording of the call will be available on the Company�s website. About DJO Incorporated DJO Incorporated is a global provider of solutions for musculoskeletal and vascular health, specializing in rehabilitation and regeneration products for the non-operative orthopedic, spine and vascular markets. Marketed under the Aircast�, DonJoy� and ProCare� brands, the Company�s broad range of over 700 rehabilitation products, including rigid knee braces, soft goods and pain management products, are used in the prevention of injury, in the treatment of chronic conditions and for recovery after surgery or injury. The Company�s regeneration products consist of bone growth stimulation devices that are used to treat nonunion fractures and as an adjunct therapy after spinal fusion surgery. The Company�s vascular systems products help prevent deep vein thrombosis and pulmonary embolism that can occur after orthopedic and other surgeries. Together, these products provide solutions throughout the patient�s continuum of care. The Company sells its products in the United States and in more than 60 other countries through networks of agents, distributors and its own direct sales force. Customers include orthopedic, podiatric and spine surgeons, orthotic and prosthetic centers, third-party distributors, hospitals, surgery centers, physical therapists, athletic trainers, other healthcare professionals and individual and team athletes. For additional information on the Company, please visit www.djortho.com. Safe Harbor Statement This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements relate to, among other things, the Company�s revenue and earnings estimates for the fourth quarter of 2006 and for the full fiscal year 2006, the Company�s belief that the Aircast integration will be completed by the end of 2006 and the expected cost synergies from this integration. The words �believe,� �should,� �expect,� �intend,� �estimate� and �anticipate,� variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based on the Company�s current expectations and are subject to a number of risks, uncertainties and assumptions. The Company�undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ significantly from those expressed or implied by such forward-looking statements are risks relating to the successful execution of the Company�s business strategies relative to its Domestic Rehabilitation, Regeneration and International businesses; the successful integration of the sales and distribution operations of Aircast; the successful and timely integration of Aircast�s manufacturing and distribution operations into the Company�s existing operations in Mexico and Indianapolis; the successful and timely integration of Aircast�s administrative functions into the Company�s Vista headquarters; the successful combination of the Company�s and Aircast�s respective operations in several countries in Europe; the continued growth of the markets the Company addresses; the impact of potential reductions in reimbursement levels by Medicare and other governmental and commercial payors; the Company�s ability to successfully develop, license or acquire, and timely introduce and market new products or product enhancements; the Company�s dependence on orthopedic professionals, agents and distributors for marketing its products; risks relating to the Company�s international operations; resources needed and risks involved in complying with government regulations and in developing and protecting intellectual property; and the effects of healthcare reform, managed care and buying groups on prices of the Company�s products. Other risk factors are detailed in the Company�s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2006, filed on August 9, 2006, with the Securities and Exchange Commission. DJO Incorporated Unaudited Condensed Consolidated Statements of Income (In thousands, except per share data and number of operating days) � Three Months Ended September 30, 2006 � � October 1, 2005 � Net revenues $ 113,205� $ 72,133� Costs of goods sold (A),(B) 44,770� � � 26,501� Gross profit 68,435� 45,632� Operating expenses: Sales and marketing (A),(B) 33,274� 21,286� General and administrative (A),(B) 12,980� 7,679� Research and development (A),(B) 2,517� 1,486� Amortization of acquired intangibles 4,510� � � 1,255� Total operating expenses 53,281� � � 31,706� Income from operations 15,154� 13,926� Interest expense and other, net (B) (6,697) � � (1,366) Income before income taxes 8,457� 12,560� Provision for income taxes (4,098) � � (5,024) Net income $ 4,359� � � $ 7,536� Net income per share: Basic $ 0.19� � � $ 0.34� Diluted $ 0.18� � � $ 0.33� Non-GAAP diluted net income per share (excluding the impact of stock-based compensation expense, certain other charges and expenses related to acquisitions and the Company�s move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions) $0.38� � � $0.34� Weighted average shares outstanding used to calculate per share information: Basic 22,968� � � 21,845� Diluted 23,598� � � 22,761� Number of operating days 63� 63� (A) Includes stock-based compensation expense, as follows (C): Costs of goods sold $ 308� $ -� Sales and marketing 1,222� -� General and administrative 1,015� -� Research and development 140� � � -� $ 2,685� � � $ -� (B) Includes certain other charges and expenses related to acquisitions and the Company�s move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions as follows (C): Costs of goods sold $ 1,872� $ -� Sales and marketing 589� -� General and administrative 370� -� Research and development 117� -� Interest expense and other, net 852� � � 362� $ 3,800� � � $ 362� � (C) See reconciliation of non-GAAP financial measures in table at end of press release. DJO Incorporated Unaudited Condensed Consolidated Statements of Income (In thousands, except per share data and number of operating days) � Nine Months Ended September 30, 2006 � � October 1, 2005 � Net revenues $ 302,293� $ 211,210� Costs of goods sold (A),(B) 119,391� � � 77,295� Gross profit 182,902� 133,915� Operating expenses: Sales and marketing (A),(B) 92,251� 64,058� General and administrative (A),(B) 35,614� 22,179� Research and development (A),(B) 6,682� 4,749� Amortization of acquired intangibles 10,651� � � 3,560� Total operating expenses 145,198� � � 94,546� Income from operations 37,704� 39,369� Interest expense and other, net (B) (16,282) � � (4,266) Income before income taxes 21,422� 35,103� Provision for income taxes (9,790) � � (14,041) Net income $ 11,632� � � $ 21,062� Net income per share: Basic $ 0.51� � � $ 0.97� Diluted $ 0.50� � � $ 0.93� Non-GAAP diluted net income per share (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges and expenses related to acquisitions, costs related to an arbitration concluded in second quarter 2006 and the Company�s move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions) $1.01� � � $0.94� Weighted average shares outstanding used to calculate per share information: Basic 22,620� � � 21,722� Diluted 23,330� � � 22,613� Number of operating days 191� 192� (A) Includes stock-based compensation expense, as follows (C): Costs of goods sold $ 688� $ -� Sales and marketing 3,175� -� General and administrative 2,545� -� Research and development 385� � � -� $ 6,793� � � $ -� (B) Includes purchase accounting adjustments to write up acquired inventories to fair value, certain other charges and expenses related to acquisitions, costs related to an arbitration concluded in second quarter 2006 and the Company�s move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions, as follows (C): Costs of goods sold $ 4,995� $ -� Sales and marketing 1,036� -� General and administrative 1,527� -� Research and development 124� -� Interest expense and other, net 3,290� � � 362� $ 10,972� � � $ 362� � (C) See reconciliation of non-GAAP financial measures in table at end of press release. DJO Incorporated Unaudited Condensed Consolidated Balance Sheets (In thousands) � September 30, December 31, Assets 2006� � � 2005� Current assets: Cash and cash equivalents $ 3,657� $ 1,107� Accounts receivable, net 92,286� 62,068� Inventories, net 41,123� 24,228� Deferred tax asset, net, current portion 7,678� 7,066� Prepaid expenses and other current assets 12,638� � � 4,387� Total current assets 157,382� 98,856� Property, plant and equipment, net 39,751� 15,396� Goodwill, intangible assets and other assets 454,608� 157,975� Deferred tax asset, net 14,545� � � 32,437� Total assets $ 666,286� � � $ 304,664� � Liabilities and stockholders� equity Current liabilities: Accounts payable and other accrued liabilities $ 70,275� $ 31,095� Long-term debt, current portion 3,500� � � 5,000� Total current liabilities 73,775� 36,095� Long-term debt, less current portion 330,750� 42,500� Accrued pension 332� -� Other long-term accrued liabilities 4,439� -� Total stockholders� equity 256,990� � � 226,069� Total liabilities and stockholders� equity $ 666,286� � � $ 304,664� DJO Incorporated Unaudited Segment Information (In thousands, except number of operating days) � Three Months Ended � Revenues per Day Three Months Ended Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2006� � 2005� � 2006� � 2005� Net revenues: Domestic Rehabilitation $ 74,640� $ 50,793� $ 1,185� $ 806� Regeneration 15,767� 13,600� 250� 216� International 22,798� � 7,740� � 362� � 123� Consolidated net revenues 113,205� � 72,133� � $ 1,797� � $1,145� � Gross profit: Domestic Rehabilitation 39,410� 28,519� Regeneration 14,452� 12,275� International 14,573� � 4,838� Consolidated gross profit (1) 68,435� � 45,632� � Income from operations: Domestic Rehabilitation 11,714� 11,483� Regeneration 3,215� 3,616� International 4,592� � 1,715� Income from operations of reportable segments (2) 19,521� 16,814� Expenses not allocated to segments (3) (4,367) � (2,888) Consolidated income from operations $ 15,154� � $ 13,926� Number of operating days 63� 63� (1) GAAP consolidated gross profit for the three months ended September 30, 2006, includes: � Domestic Rehabilitation � Regeneration � International GAAP gross profit $ 39,410� $ 14,452� $ 14,573� Stock-based compensation expense 280� 16� 12� Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions and the Company�s move into its new corporate headquarters 1,848� � 8� � 16� Non-GAAP gross profit (excluding the impact of stock-based compensation expense and certain other charges related to acquisitions and the Company�s move into its new corporate headquarters) $41,538� � $14,476� � $14,601� � (2) GAAP income from operations for reportable segments for the three months ended September 30, 2006, includes: � Domestic Rehabilitation � Regeneration � International GAAP income from operations of reportable segments $ 11,714� $ 3,215� $ 4,592� Stock-based compensation expense 1,253� 457� 200� Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions and the Company�s move into its new corporate headquarters 2,483� � 74� � 337� Non-GAAP income from operations of reportable segments (excluding the impact of stock-based compensation expense and certain other charges related to acquisitions and the Company�s move into its new corporate headquarters) $15,450� � $3,746� � $5,129� (3) Expenses not allocated to segments for the three months ended September 30, 2006 include $0.8 million of stock-based compensation expense. DJO Incorporated Unaudited Segment Information (In thousands, except number of operating days) � Nine Months Ended Revenues per Day Nine Months Ended Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2006� � 2005� � 2006� � 2005� Net revenues: Domestic Rehabilitation $196,506� $145,391� $ 1,029� $ 757� Regeneration 47,953� 40,712� 251� 212� International 57,834� � 25,107� � 303� � 131� Consolidated net revenues 302,293� � 211,210� � $ 1,583� � $1,100� � Gross profit: Domestic Rehabilitation 103,462� 81,257� Regeneration 44,237� 36,232� International 35,203� � 16,426� Consolidated gross profit (1) 182,902� � 133,915� � Income from operations: Domestic Rehabilitation 30,991� 30,519� Regeneration 10,636� 10,815� International 8,913� � 6,560� Income from operations of reportable segments (2) 50,540� 47,894� Expenses not allocated to segments (3) (12,836) � (8,525) Consolidated income from operations $ 37,704� � $ 39,369� � Number of operating days 191� 192� (1) GAAP consolidated gross profit for the nine months ended September 30, 2006, includes: � Domestic Rehabilitation � Regeneration � International GAAP gross profit $ 103,462� $ 44,237� $ 35,203� Stock-based compensation expense 544� 26� 118� Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions and the Company�s move into its new corporate headquarters 3,392� � 8� � 1,595� Non-GAAP gross profit (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value and certain other charges related to acquisitions and the Company�s move into its new corporate headquarters) $107,398� � $44,271� � $36,916� � (2) GAAP income from operations for reportable segments for the nine months ended September 30, 2006, includes: � Domestic Rehabilitation � Regeneration � International GAAP income from operations of reportable segments $ 30,991� $ 10,636� $ 8,913� Stock-based compensation expense 2,947� 1,281� 651� Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions and the Company�s move into its new corporate headquarters 4,416� � 74� � 2,407� Non-GAAP income from operations of reportable segments (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value and certain other charges related to acquisitions and the Company�s move into its new corporate headquarters) $38,354� � $11,991� � $11,971� � (3) Expenses not allocated to segments for the nine months ended September 30, 2006 include $1.9 million of stock-based compensation expense and $0.7 million of costs related to an arbitration concluded in second quarter 2006. DJO Incorporated Unaudited Reconciliation of Non-GAAP Financial Measures (In thousands, except per share data) � In managing its business, the Company makes use of certain non-GAAP financial measures in evaluating the Company�s results of operations. � The Company initially adopted SFAS No. 123R on January 1, 2006 using the modified prospective method, which resulted in stock-based compensation expense being recognized during the three and nine months ended September 30, 2006 without corresponding expense in the three and nine months ended October 1, 2005. In addition, the events giving rise to purchase accounting adjustments to write up acquired inventories to fair value, certain other charges and expenses related to acquisitions, costs related to an arbitration concluded in second quarter 2006 and the Company�s move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions are not associated with the Company�s normal operating business. � The Company believes disclosure of non-GAAP earnings has economic substance because the excluded expenses represent non-cash expenditures, or relate to transactions that are variable in nature between reporting periods. � The Company believes that presenting diluted earnings per share, excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges and expenses related to acquisitions, costs related to an arbitration concluded in second quarter and the write-off of previously deferred expenses related to discontinued acquisitions, is an additional measure of performance that investors can use to compare operating results between reporting periods. Management of the Company uses non-GAAP information internally in planning, forecasting and evaluating the Company�s results of operations in the current period and in comparing it to past periods. The Company also uses these non-GAAP measures in evaluating management performance for compensation purposes. The Company believes that this information also provides investors better insight in evaluating the Company�s earnings performance from core operations and provides consistency in financial reporting. � The measure, �Non-GAAP gross profit� is reconciled with GAAP gross profit in the table below: � Three Months Ended � Nine Months Ended Sept. 30, 2006 � Oct. 1, 2005 � Sept. 30, 2006 � Oct. 1, 2005 � GAAP gross profit $ 68,435� $ 45,632� $ 182,902� $ 133,915� Stock-based compensation expense 308� -� 688� -� Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions 1,685� -� 4,808� -� Expenses related to the Company�s move into its new corporate headquarters 187� � -� � 187� � -� Non-GAAP gross profit (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges related to acquisitions and expenses related to the Company�s move into its new corporate headquarters) $70,615� � $45,632� � $188,585� � $133,915� DJO Incorporated Unaudited Reconciliation of Non-GAAP Financial Measures continued (In thousands, except per share data) � The measure, �Non-GAAP operating income� is reconciled with GAAP operating income in the table below: � Three Months Ended � Nine Months Ended Sept. 30, 2006 � Oct. 1, 2005 � Sept. 30, 2006 � Oct. 1, 2005 � GAAP operating income $ 15,154� $ 13,926� $ 37,704� $ 39,369� Stock-based compensation expense 2,685� -� 6,793� -� Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions 2,412� -� 6,415� -� Costs related to an arbitration concluded in second quarter 2006 -� -� 731� -� Costs and expenses related to the Company�s move into its new corporate headquarters 536� � -� � 536� � -� Non-GAAP operating income (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges related to acquisitions and costs related to an arbitration concluded in second quarter 2006 and expenses related to the Company�s move into its new corporate headquarters) $20,787� � $13,926� � $52,179� � $39,369� � The measure, �Non-GAAP net income� is reconciled with GAAP net income in the table below: � Three Months Ended � Nine Months Ended Sept. 30, 2006 � Oct. 1, 2005 � Sept. 30, 2006 � Oct. 1, 2005 � GAAP net income $ 4,359� $ 7,536� $ 11,632� $ 21,062� Stock-based compensation expense, net of tax 2,326� -� 5,296� -� Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions, net of tax 1,449� -� 5,273� -� Costs related to an arbitration concluded in second quarter 2006, net of tax -� -� 441� -� Costs and expenses related to the Company�s move into its new corporate headquarters 833� -� 833� -� Write-off of previously deferred expenses related to discontinued acquisitions, net of tax -� � 217� � 55� � 217� Non-GAAP net income (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges related to acquisitions, costs related to an arbitration concluded in second quarter 2006, expenses related to the Company�s move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions) $8,967� � $7,753� � $23,530� � $21,279� DJO Incorporated Unaudited Reconciliation of Non-GAAP Financial Measures continued (In thousands, except per share data) � The measure, �Non-GAAP diluted net income per share� is reconciled with GAAP net income in the table below: � Three Months Ended � Nine Months Ended Sept. 30, 2006 � Oct. 1, 2005 � Sept. 30, 2006 � Oct. 1, 2005 � GAAP diluted net income per share $ 0.18� $ 0.33� $ 0.50� $ 0.93� Stock-based compensation expense, net per share 0.10� -� 0.23� -� Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions, net per share 0.07� -� 0.23� -� Costs related to an arbitration concluded in second quarter 2006, net per share -� -� 0.02� -� Costs and expenses related to the Company�s move into its new corporate headquarters, net per share 0.03� -� 0.03� -� Write-off of previously deferred expenses related to discontinued acquisitions, net per share -� � 0.01� � -� � 0.01� Non-GAAP net income (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges related to acquisitions, costs related to an arbitration concluded in second quarter 2006, expenses related to the Company�s move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions) $0.38� � $0.34� � $1.01� � $0.94� DJO Incorporated, (NYSE:DJO), a global provider of products and services that promote musculoskeletal and vascular health, today announced financial results for the third quarter of 2006, ended September 30, 2006. Third Quarter Results Net revenues for the third quarter of 2006 were a record $113.2 million, reflecting an increase of 56.9 percent, compared with net revenues of $72.1 million in the third quarter of 2005. The third quarter of 2006 included revenue contributions from the Company's 2006 acquisitions of Aircast and Axmed. Third quarter revenue also included the benefit of a change in shipping terms for certain Aircast products from Aircast's historical terms of FOB destination to DJO's policy of FOB shipping point. Additionally in the third quarter, DJO cleared certain backorders that existed at the end of the second quarter of 2006 due to the impact of integration activities taking place at that time. Together, these two items contributed approximately $1.9 million of revenue in the third quarter. The third quarters of 2006 and 2005 each included 63 shipping days. Non-GAAP net income for the third quarter of 2006 was $9.0 million, or $0.38 per share, compared to non-GAAP net income of $7.8 million, or $0.34 per share, for the third quarter of 2005. As of January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, resulting in the recognition of stock-based compensation expense beginning January 1, 2006. Non-GAAP results for the third quarter of 2006 exclude the after tax impact of this stock-based compensation expense and certain costs and expenses related to acquisitions and the Company's move into its new corporate headquarters, which occurred during the third quarter. Non-GAAP results for the third quarter of 2005 exclude the after tax impact of a write-off of previously deferred expenses related to discontinued acquisitions. GAAP net income for the third quarter of 2006 was $4.4 million, or $0.18 per share, as compared to GAAP net income of $7.5 million, or $0.33 per share, for the third quarter of 2005. As previously discussed by the Company, the acquisition of Aircast has had a short-term dilutive impact on the Company's financial results due to the impact of purchase accounting amortization expense and interest expense related to the acquisition financing being in excess of the pre-integration profit contribution from the Aircast business. The Company said it continues to expect the acquisition to be highly accretive to earnings in 2007, based on expected cost reduction synergies to be achieved through the integration of the acquired business into DJO. Nine Month Results Net revenues for the first nine months of 2006 were $302.3 million, reflecting an increase of 43.1 percent, compared with net revenues of $211.2 million for the first nine months of 2005. The first nine months of 2006 and 2005 included 191 and 192 shipping days, respectively. Non-GAAP net income for the first nine months of 2006 was $23.5 million, or $1.01 per share, compared with non-GAAP net income of $21.3 million, or $0.94 per share, for the first nine months of 2005. Non-GAAP results for the first nine months of 2006 exclude the after tax impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain costs and expenses related to acquisitions, an arbitration that concluded in the second quarter of 2006, the Company's move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions. Non-GAAP results for the first nine months of 2005 exclude the after tax impact of the write-off of previously deferred expenses related to discontinued acquisitions. GAAP net income for the first nine months of 2006 was $11.6 million, or $0.50 per share, compared to GAAP net income of $21.1 million, or $0.93 per share, for the first nine months of 2005. "We are very pleased to report another strong quarter with record revenues exceeding our expectations. Our revenue growth continues to be driven by outstanding sales productivity across our existing business segments and by contributions from our acquisitions," said Les Cross, president and CEO. "While our total revenue growth has clearly been enhanced by our acquisitions, our core business is performing extremely well. At the bottom line, our strong revenue levels, combined with the results of good progress with the integration of Aircast, permitted us to show significant sequential improvement in our non-GAAP operating margins and earnings per share from the second quarter of 2006. "Within our Domestic Rehabilitation business, each of our DonJoy(R), ProCare(R) and OfficeCare(R) sales channels posted solid growth rates over the prior year. We also reached a milestone in our OfficeCare channel by exceeding 1,000 total accounts in the quarter. As expected, growth of Aircast products is beginning to accelerate under DJO's leadership, with more feet on the street selling the products. We are pleased to see opportunities for Aircast sales synergies start to materialize as Aircast products were recently added to three large, multi-year GPO supply contracts and several smaller contracts. "Our Regeneration segment also delivered another strong quarter, with revenue growing at 15.9% over the third quarter of 2005 and both our OL1000(TM) and SpinaLogic(R) product lines growing in double-digits. Revenue growth was particularly strong for our SpinaLogic product line in the third quarter, at 22% over the prior year. "Revenue growth in our International segment of nearly 200% reflects contributions from both 2006 acquisitions, as well as continued progress against our growth strategies of product line and geographical expansion. We are very pleased with the progress we have made with the Aircast integration outside of the U.S. and with an expanded international sales force carrying Aircast, Axmed and DJO products, we are beginning to realize revenue synergies from the acquisitions. "We are also pleased to report a significant improvement in our operating results in the third quarter. Our gross profit for the third quarter was reduced by charges related to stock-based compensation expense (approximately $0.3 million) and costs and expenses related to our acquisitions and our move into the Company's new corporate headquarters in Vista, California (approximately $1.9 million). Our non-GAAP consolidated gross profit margin before those items, aggregating approximately $2.2 million, was 62.4% of revenues in the third quarter, reflecting a slight improvement from the second quarter. As we have discussed, most of the manufacturing integration, which is expected to improve our gross profit and gross profit margin, will occur during the fourth quarter. "The third quarter marked an improvement in our non-GAAP operating expenses as a percentage of revenues due to our increased revenue levels and progress made with the integration of the Aircast SG&A functions. Accordingly, our non-GAAP operating income margin improved sequentially from the second quarter of this year by 250 basis points to 18.4%. Due to reduced integration related costs, our GAAP operating income margin also improved. Total GAAP operating expenses included charges related to stock-based compensation expense (approximately $2.4 million) and costs and expenses related to acquisitions and to the Company's move into its new corporate headquarters (approximately $1.1 million). These charges aggregated approximately $3.5 million. "Net interest and other expense for the third quarter of 2006 was $6.7 million, which was reduced by a net foreign currency transaction gain of $0.4 million. This amount also includes a non-cash charge of $0.9 million to write-off abandoned leasehold improvements and other assets in connection with the move of our corporate headquarters. Our non-GAAP net interest and other expense, before this non-cash charge, was $5.8 million. "The total after-tax impact on our third quarter 2006 earnings from stock-based compensation expense was $2.3 million, or approximately $0.10 per share. The total after-tax impact on our third quarter 2006 earnings from other costs and expenses not deemed to be reflective of the Company's ongoing operations was also $2.3 million, or approximately $0.10 per share. "We generated good cash flow in the third quarter, which permitted us to repay approximately $15 million of debt during the quarter. As a good start to cash flow for the fourth quarter, we completed the sale of the Aircast Summit, NJ headquarters facility in October, netting us cash of approximately $4.2 million. "Completing the integration of the Aircast business remains a priority for us in the fourth quarter. We are now in the final phase, which includes relocating all the Aircast manufacturing operations from New Jersey to Mexico. To date, we have moved approximately half of the Aircast manufacturing volume to Mexico. "With a strong third quarter behind us, we have increased our 2006 full year revenue expectations. We are now targeting 2006 revenues to be between $409 million and $412 million. For the fourth quarter, which will be our shortest quarter of the year with only 61 shipping days, we are targeting total net revenues of between $107 million and $110 million. We continue to expect the Aircast integration to be completed by the end of this year, providing DJO with annualized cost reduction synergies of between $18 million and $20 million in 2007." Recent Business Highlights: -- DJO Incorporated successfully commenced Aircast customer service operations in August at its new distribution center in Indianapolis, Indiana. This new 110,000 square foot facility is the primary distribution hub for all Aircast products and Aircast customer service activities. It also supports distribution for DJO's DonJoy and OfficeCare channels. -- The expansion of the Company's facilities in Mexico was completed on schedule in early September, providing the additional capacity to relocate all remaining Aircast manufacturing from New Jersey to Mexico during the fourth quarter of 2006. -- The Company renewed or signed three major supply contracts during the third quarter. These contracts include a new sole-source supply agreement with Consorta, Inc. that includes all Aircast, DonJoy and ProCare branded bracing and soft goods products and vascular systems products for a three-year term. DJO also renewed its three-year supply contracts with both Broadlane, Inc. and Premier Purchasing Partners, to supply its full line of Aircast, DonJoy and ProCare rigid and soft bracing products and cold therapy systems. The Company also signed several other contracts during the quarter, including a new three-year supply contract with Amerinet Choice for pain management products, including cold therapy, two new government regional supply contracts for bracing and soft goods and two government supply contract renewals for vascular systems products. -- The Company announced a sponsorship agreement with Carson Palmer, NFL quarterback for the Cincinnati Bengals, who is now wearing DJO's custom DonJoy Defiance(R) knee brace. As part of the sponsorship agreement, Carson Palmer will be featured in DJO's award-winning "Faces of DonJoy" print advertising campaign. -- The Company completed the move to its new world headquarters in Vista, California in August. -- In September, DJO was named to the Deloitte & Touche "Technology Fast 50" list of San Diego's fastest growing companies. -- DJO received the "Competitive Strategy Leadership" award from Frost & Sullivan. Conference Call Information DJO Incorporated has scheduled an investor conference call to discuss this announcement beginning at 1:00 PM, Eastern Time today, November 2, 2006. Individuals interested in listening to the conference call may do so by dialing 706-634-0177, using the reservation code 9000426. A telephone replay will be available for 48 hours following the conclusion of the call by dialing 706-645-9291 and using the above reservation code. The live conference call also will be available via the Internet at www.djortho.com, and a recording of the call will be available on the Company's website. About DJO Incorporated DJO Incorporated is a global provider of solutions for musculoskeletal and vascular health, specializing in rehabilitation and regeneration products for the non-operative orthopedic, spine and vascular markets. Marketed under the Aircast(R), DonJoy(R) and ProCare(R) brands, the Company's broad range of over 700 rehabilitation products, including rigid knee braces, soft goods and pain management products, are used in the prevention of injury, in the treatment of chronic conditions and for recovery after surgery or injury. The Company's regeneration products consist of bone growth stimulation devices that are used to treat nonunion fractures and as an adjunct therapy after spinal fusion surgery. The Company's vascular systems products help prevent deep vein thrombosis and pulmonary embolism that can occur after orthopedic and other surgeries. Together, these products provide solutions throughout the patient's continuum of care. The Company sells its products in the United States and in more than 60 other countries through networks of agents, distributors and its own direct sales force. Customers include orthopedic, podiatric and spine surgeons, orthotic and prosthetic centers, third-party distributors, hospitals, surgery centers, physical therapists, athletic trainers, other healthcare professionals and individual and team athletes. For additional information on the Company, please visit www.djortho.com. Safe Harbor Statement This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements relate to, among other things, the Company's revenue and earnings estimates for the fourth quarter of 2006 and for the full fiscal year 2006, the Company's belief that the Aircast integration will be completed by the end of 2006 and the expected cost synergies from this integration. The words "believe," "should," "expect," "intend," "estimate" and "anticipate," variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based on the Company's current expectations and are subject to a number of risks, uncertainties and assumptions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ significantly from those expressed or implied by such forward-looking statements are risks relating to the successful execution of the Company's business strategies relative to its Domestic Rehabilitation, Regeneration and International businesses; the successful integration of the sales and distribution operations of Aircast; the successful and timely integration of Aircast's manufacturing and distribution operations into the Company's existing operations in Mexico and Indianapolis; the successful and timely integration of Aircast's administrative functions into the Company's Vista headquarters; the successful combination of the Company's and Aircast's respective operations in several countries in Europe; the continued growth of the markets the Company addresses; the impact of potential reductions in reimbursement levels by Medicare and other governmental and commercial payors; the Company's ability to successfully develop, license or acquire, and timely introduce and market new products or product enhancements; the Company's dependence on orthopedic professionals, agents and distributors for marketing its products; risks relating to the Company's international operations; resources needed and risks involved in complying with government regulations and in developing and protecting intellectual property; and the effects of healthcare reform, managed care and buying groups on prices of the Company's products. Other risk factors are detailed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2006, filed on August 9, 2006, with the Securities and Exchange Commission. -0- *T DJO Incorporated Unaudited Condensed Consolidated Statements of Income (In thousands, except per share data and number of operating days) Three Months Ended ------------------------- September 30, October 1, 2006 2005 ------------------------- Net revenues $113,205 $72,133 Costs of goods sold (A),(B) 44,770 26,501 ------------------------- Gross profit 68,435 45,632 Operating expenses: Sales and marketing (A),(B) 33,274 21,286 General and administrative (A),(B) 12,980 7,679 Research and development (A),(B) 2,517 1,486 Amortization of acquired intangibles 4,510 1,255 ------------------------- Total operating expenses 53,281 31,706 ------------------------- Income from operations 15,154 13,926 Interest expense and other, net (B) (6,697) (1,366) ------------------------- Income before income taxes 8,457 12,560 Provision for income taxes (4,098) (5,024) ------------------------- Net income $4,359 $7,536 ------------------------- Net income per share: Basic $0.19 $0.34 ------------------------- Diluted $0.18 $0.33 ------------------------- Non-GAAP diluted net income per share (excluding the impact of stock-based compensation expense, certain other charges and expenses related to acquisitions and the Company's move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions) $0.38 $0.34 ========================= Weighted average shares outstanding used to calculate per share information: Basic 22,968 21,845 ========================= Diluted 23,598 22,761 ========================= Number of operating days 63 63 (A) Includes stock-based compensation expense, as follows (C): Costs of goods sold $308 $- Sales and marketing 1,222 - General and administrative 1,015 - Research and development 140 - ------------------------- $2,685 $- ========================= (B) Includes certain other charges and expenses related to acquisitions and the Company's move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions as follows (C): Costs of goods sold $1,872 $- Sales and marketing 589 - General and administrative 370 - Research and development 117 - Interest expense and other, net 852 362 ------------------------- $3,800 $362 ========================= (C) See reconciliation of non-GAAP financial measures in table at end of press release. *T -0- *T DJO Incorporated Unaudited Condensed Consolidated Statements of Income (In thousands, except per share data and number of operating days) Nine Months Ended ------------------------- September 30, October 1, 2006 2005 ------------------------- Net revenues $302,293 $211,210 Costs of goods sold (A),(B) 119,391 77,295 ------------------------- Gross profit 182,902 133,915 Operating expenses: Sales and marketing (A),(B) 92,251 64,058 General and administrative (A),(B) 35,614 22,179 Research and development (A),(B) 6,682 4,749 Amortization of acquired intangibles 10,651 3,560 ------------------------- Total operating expenses 145,198 94,546 ------------------------- Income from operations 37,704 39,369 Interest expense and other, net (B) (16,282) (4,266) ------------------------- Income before income taxes 21,422 35,103 Provision for income taxes (9,790) (14,041) ------------------------- Net income $11,632 $21,062 ========================= Net income per share: Basic $0.51 $0.97 ========================= Diluted $0.50 $0.93 ========================= Non-GAAP diluted net income per share (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges and expenses related to acquisitions, costs related to an arbitration concluded in second quarter 2006 and the Company's move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions) $1.01 $0.94 ========================= Weighted average shares outstanding used to calculate per share information: Basic 22,620 21,722 ========================= Diluted 23,330 22,613 ========================= Number of operating days 191 192 (A) Includes stock-based compensation expense, as follows (C): Costs of goods sold $688 $- Sales and marketing 3,175 - General and administrative 2,545 - Research and development 385 - ------------------------- $6,793 $- ========================= (B) Includes purchase accounting adjustments to write up acquired inventories to fair value, certain other charges and expenses related to acquisitions, costs related to an arbitration concluded in second quarter 2006 and the Company's move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions, as follows (C): Costs of goods sold $4,995 $- Sales and marketing 1,036 - General and administrative 1,527 - Research and development 124 - Interest expense and other, net 3,290 362 ------------------------- $10,972 $362 ========================= (C) See reconciliation of non-GAAP financial measures in table at end of press release. *T -0- *T DJO Incorporated Unaudited Condensed Consolidated Balance Sheets (In thousands) September 30, December 31, Assets 2006 2005 --------------------------- Current assets: Cash and cash equivalents $3,657 $1,107 Accounts receivable, net 92,286 62,068 Inventories, net 41,123 24,228 Deferred tax asset, net, current portion 7,678 7,066 Prepaid expenses and other current assets 12,638 4,387 --------------------------- Total current assets 157,382 98,856 Property, plant and equipment, net 39,751 15,396 Goodwill, intangible assets and other assets 454,608 157,975 Deferred tax asset, net 14,545 32,437 --------------------------- Total assets $666,286 $304,664 =========================== Liabilities and stockholders' equity Current liabilities: Accounts payable and other accrued liabilities $70,275 $31,095 Long-term debt, current portion 3,500 5,000 --------------------------- Total current liabilities 73,775 36,095 Long-term debt, less current portion 330,750 42,500 Accrued pension 332 - Other long-term accrued liabilities 4,439 - Total stockholders' equity 256,990 226,069 --------------------------- Total liabilities and stockholders' equity $666,286 $304,664 =========================== *T -0- *T DJO Incorporated Unaudited Segment Information (In thousands, except number of operating days) Revenues per Day Three Months Ended Three Months Ended ------------------------------------- Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2006 2005 2006 2005 ------------------------------------- Net revenues: Domestic Rehabilitation $74,640 $50,793 $1,185 $806 Regeneration 15,767 13,600 250 216 International 22,798 7,740 362 123 ------------------------------------- Consolidated net revenues 113,205 72,133 $1,797 $1,145 ------------------------------------- Gross profit: Domestic Rehabilitation 39,410 28,519 Regeneration 14,452 12,275 International 14,573 4,838 ------------------ Consolidated gross profit (1) 68,435 45,632 ------------------ Income from operations: Domestic Rehabilitation 11,714 11,483 Regeneration 3,215 3,616 International 4,592 1,715 ------------------ Income from operations of reportable segments (2) 19,521 16,814 Expenses not allocated to segments (3) (4,367) (2,888) ------------------ Consolidated income from operations $15,154 $13,926 ================== Number of operating days 63 63 *T -0- *T (1) GAAP consolidated gross profit for the three months ended September 30, 2006, includes: Domestic Rehabilitation Regeneration International ------------------------------------------ GAAP gross profit $39,410 $14,452 $14,573 Stock-based compensation expense 280 16 12 Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions and the Company's move into its new corporate headquarters 1,848 8 16 ------------------------------------------ Non-GAAP gross profit (excluding the impact of stock-based compensation expense and certain other charges related to acquisitions and the Company's move into its new corporate headquarters) $41,538 $14,476 $14,601 ========================================== (2) GAAP income from operations for reportable segments for the three months ended September 30, 2006, includes: Domestic Rehabilitation Regeneration International ------------------------------------------ GAAP income from operations of reportable segments $11,714 $3,215 $4,592 Stock-based compensation expense 1,253 457 200 Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions and the Company's move into its new corporate headquarters 2,483 74 337 ------------------------------------------ Non-GAAP income from operations of reportable segments (excluding the impact of stock-based compensation expense and certain other charges related to acquisitions and the Company's move into its new corporate headquarters) $15,450 $3,746 $5,129 ========================================== (3) Expenses not allocated to segments for the three months ended September 30, 2006 include $0.8 million of stock-based compensation expense. *T -0- *T DJO Incorporated Unaudited Segment Information (In thousands, except number of operating days) Revenues per Day Nine Months Ended Nine Months Ended ------------------- ----------------- Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2006 2005 2006 2005 ------------------------------------- Net revenues: Domestic Rehabilitation $196,506 $145,391 $1,029 $757 Regeneration 47,953 40,712 251 212 International 57,834 25,107 303 131 ------------------------------------- Consolidated net revenues 302,293 211,210 $1,583 $1,100 ------------------------------------- Gross profit: Domestic Rehabilitation 103,462 81,257 Regeneration 44,237 36,232 International 35,203 16,426 ------------------- Consolidated gross profit (1) 182,902 133,915 ------------------- Income from operations: Domestic Rehabilitation 30,991 30,519 Regeneration 10,636 10,815 International 8,913 6,560 ------------------- Income from operations of reportable segments (2) 50,540 47,894 Expenses not allocated to segments (3) (12,836) (8,525) ------------------- Consolidated income from operations $37,704 $39,369 =================== Number of operating days 191 192 *T -0- *T (1) GAAP consolidated gross profit for the nine months ended September 30, 2006, includes: Domestic Rehabilitation Regeneration International ------------------------------------------ GAAP gross profit $103,462 $44,237 $35,203 Stock-based compensation expense 544 26 118 Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions and the Company's move into its new corporate headquarters 3,392 8 1,595 ------------------------------------------ Non-GAAP gross profit (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value and certain other charges related to acquisitions and the Company's move into its new corporate headquarters) $107,398 $44,271 $36,916 ========================================== (2) GAAP income from operations for reportable segments for the nine months ended September 30, 2006, includes: Domestic Rehabilitation Regeneration International ------------------------------------------ GAAP income from operations of reportable segments $30,991 $10,636 $8,913 Stock-based compensation expense 2,947 1,281 651 Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions and the Company's move into its new corporate headquarters 4,416 74 2,407 ------------------------------------------ Non-GAAP income from operations of reportable segments (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value and certain other charges related to acquisitions and the Company's move into its new corporate headquarters) $38,354 $11,991 $11,971 ========================================== (3) Expenses not allocated to segments for the nine months ended September 30, 2006 include $1.9 million of stock-based compensation expense and $0.7 million of costs related to an arbitration concluded in second quarter 2006. *T -0- *T DJO Incorporated Unaudited Reconciliation of Non-GAAP Financial Measures (In thousands, except per share data) In managing its business, the Company makes use of certain non-GAAP financial measures in evaluating the Company's results of operations. The Company initially adopted SFAS No. 123R on January 1, 2006 using the modified prospective method, which resulted in stock-based compensation expense being recognized during the three and nine months ended September 30, 2006 without corresponding expense in the three and nine months ended October 1, 2005. In addition, the events giving rise to purchase accounting adjustments to write up acquired inventories to fair value, certain other charges and expenses related to acquisitions, costs related to an arbitration concluded in second quarter 2006 and the Company's move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions are not associated with the Company's normal operating business. The Company believes disclosure of non-GAAP earnings has economic substance because the excluded expenses represent non-cash expenditures, or relate to transactions that are variable in nature between reporting periods. The Company believes that presenting diluted earnings per share, excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges and expenses related to acquisitions, costs related to an arbitration concluded in second quarter and the write-off of previously deferred expenses related to discontinued acquisitions, is an additional measure of performance that investors can use to compare operating results between reporting periods. Management of the Company uses non-GAAP information internally in planning, forecasting and evaluating the Company's results of operations in the current period and in comparing it to past periods. The Company also uses these non-GAAP measures in evaluating management performance for compensation purposes. The Company believes that this information also provides investors better insight in evaluating the Company's earnings performance from core operations and provides consistency in financial reporting. The measure, "Non-GAAP gross profit" is reconciled with GAAP gross profit in the table below: Three Months Ended Nine Months Ended ----------------------------------------- Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2006 2005 2006 2005 ----------------------------------------- GAAP gross profit $68,435 $45,632 $182,902 $133,915 Stock-based compensation expense 308 - 688 - Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions 1,685 - 4,808 - Expenses related to the Company's move into its new corporate headquarters 187 - 187 - ----------------------------------------- Non-GAAP gross profit (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges related to acquisitions and expenses related to the Company's move into its new corporate headquarters) $70,615 $45,632 $188,585 $133,915 ========================================= *T -0- *T DJO Incorporated Unaudited Reconciliation of Non-GAAP Financial Measures continued (In thousands, except per share data) The measure, "Non-GAAP operating income" is reconciled with GAAP operating income in the table below: Three Months Ended Nine Months Ended --------------------------------------- Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2006 2005 2006 2005 --------------------------------------- GAAP operating income $15,154 $13,926 $37,704 $39,369 Stock-based compensation expense 2,685 - 6,793 - Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions 2,412 - 6,415 - Costs related to an arbitration concluded in second quarter 2006 - - 731 - Costs and expenses related to the Company's move into its new corporate headquarters 536 - 536 - --------------------------------------- Non-GAAP operating income (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges related to acquisitions and costs related to an arbitration concluded in second quarter 2006 and expenses related to the Company's move into its new corporate headquarters) $20,787 $13,926 $52,179 $39,369 ======================================= The measure, "Non-GAAP net income" is reconciled with GAAP net income in the table below: Three Months Ended Nine Months Ended --------------------------------------- Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2006 2005 2006 2005 --------------------------------------- GAAP net income $4,359 $7,536 $11,632 $21,062 Stock-based compensation expense, net of tax 2,326 - 5,296 - Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions, net of tax 1,449 - 5,273 - Costs related to an arbitration concluded in second quarter 2006, net of tax - - 441 - Costs and expenses related to the Company's move into its new corporate headquarters 833 - 833 - Write-off of previously deferred expenses related to discontinued acquisitions, net of tax - 217 55 217 --------------------------------------- Non-GAAP net income (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges related to acquisitions, costs related to an arbitration concluded in second quarter 2006, expenses related to the Company's move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions) $8,967 $7,753 $23,530 $21,279 ======================================= *T -0- *T DJO Incorporated Unaudited Reconciliation of Non-GAAP Financial Measures continued (In thousands, except per share data) The measure, "Non-GAAP diluted net income per share" is reconciled with GAAP net income in the table below: Three Months Ended Nine Months Ended ------------------------------------ Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2006 2005 2006 2005 ------------------------------------ GAAP diluted net income per share $0.18 $0.33 $0.50 $0.93 Stock-based compensation expense, net per share 0.10 - 0.23 - Purchase accounting adjustments to write up acquired inventories to fair value and certain other charges and expenses related to acquisitions, net per share 0.07 - 0.23 - Costs related to an arbitration concluded in second quarter 2006, net per share - - 0.02 - Costs and expenses related to the Company's move into its new corporate headquarters, net per share 0.03 - 0.03 - Write-off of previously deferred expenses related to discontinued acquisitions, net per share - 0.01 - 0.01 ------------------------------------ Non-GAAP net income (excluding the impact of stock-based compensation expense, purchase accounting adjustments to write up acquired inventories to fair value, certain other charges related to acquisitions, costs related to an arbitration concluded in second quarter 2006, expenses related to the Company's move into its new corporate headquarters and the write-off of previously deferred expenses related to discontinued acquisitions) $0.38 $0.34 $1.01 $0.94 ==================================== *T