8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2012

TORNIER N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	1-35065	98-0509600
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Fred. Roeskestraat 123 1076 EE Amsterdam, The Netherlands	None
(Address of principal executive offices)	(Zip Code)

(+ 31) 20 675-4002

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2012, Tornier N.V. (“Tornier”) issued a press release announcing its consolidated financial results for the third fiscal quarter ended September 30, 2012. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and the information set forth therein is incorporated herein by reference and constitutes a part of this report.

To supplement Tornier’s consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”), Tornier’s press release includes the following non-GAAP financial measures:

• revenues on a constant currency basis, which remove the impact of changes in foreign currency exchange rates, and are calculated by translating current period results at prior period average foreign currency exchange rates;

• EBITDA, which represents net loss before interest expense, income tax expense and benefit, depreciation and amortization;

• adjusted EBITDA, which gives further effect to, among other things, non-operating income and expense, foreign currency transaction gains and losses, share-based compensation, loss on extinguishment of debt, inventory step-up from acquisition and special charges, which special charges include facility consolidation charges, acquisition and integration costs, distribution channel transition costs, management exit costs and certain other items that affect the comparability and trend of Tornier’s operating results;

• adjusted EBITDA margin, which represents adjusted EBITDA divided by revenues;

• adjusted net income (loss), which represents net income (loss) excluding special charges as described above, inventory step-up from acquisition, loss on extinguishment of debt, and certain other items that affect the comparability and trend of Tornier’s operating results;

• adjusted net income (loss) per share, which represents net income (loss) per share excluding loss on extinguishment of debt, inventory step-up from acquisition, special charges as described above and certain other items that affect the comparability and trend of Tornier’s operating results; and

• free cash flow, which represents net cash provided by (used in) operating activities adjusted for cash paid related to facilities consolidation, less additions for instruments and purchases for property, plant and equipment, and excluding any additions of property, plant and equipment related to facilities consolidation.

Tornier believes the non-GAAP financial measures described above and used by Tornier provide additional meaningful information for measuring Tornier’s financial performance and are measures frequently used by Tornier’s management, as well as securities analysts and investors. Tornier uses the non-GAAP financial measures as supplemental measures of its performance and

believes such measures facilitate operating performance comparisons from period to period and company to company by factoring out potential differences caused by charges not related to Tornier’s regular, ongoing business, including non-cash charges, certain large and unpredictable charges, acquisitions, dispositions, and tax positions. Tornier’s management uses the non-GAAP financial measures to assess the performance of Tornier’s core operations, analyze underlying trends in Tornier’s businesses, establish operational goals and forecasts, and evaluate Tornier’s performance period over period and in relation to the operating results of its competitors. Tornier’s management uses the non-GAAP financial measures to help allocate its resources to both ongoing and prospective business initiatives and to help make budgeting and spending decisions, for example, between product development expenses, research and development expenses, and selling, general and administrative expenses. Tornier’s management is evaluated on the basis of several of these non-GAAP financial measures when determining achievement of performance incentive compensation goals.

Tornier believes that non-GAAP financial measures have limitations as analytical tools since they do not reflect all of the amounts associated with Tornier’s operating results as determined in accordance with GAAP and should only be used to evaluate Tornier’s operating results in conjunction with the corresponding GAAP measures. Accordingly, revenue on a constant currency basis should not be used as a substitute for revenue, EBITDA, adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per share should not be used as a substitute for net income or net income per share; adjusted EBITDA margin should not be used as a substitute for net margin or operating margin, and free cash flow should not be used as a substitute for cash flows from operations, in each case as determined in accordance with GAAP. Neither EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted net income (loss) per share nor free cash flow is necessarily an indication of whether cash flow will be sufficient to fund Tornier’s cash requirements. Additionally, the calculation of non-GAAP financial measures is not based on any comprehensive or standard set of accounting rules or principles. Accordingly, Tornier’s definitions of revenue on a constant currency basis, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss), adjusted net income (loss) per share and free cash flow may differ from the definitions of other companies using the same or similar names limiting, to some extent, the usefulness of such measures for comparison purposes.

All of the historical non-GAAP financial measures used in the press release are reconciled to the most directly comparable GAAP measure in the press release. Tornier is furnishing the information contained in this report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the United States Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. By filing this current report on Form 8-K and furnishing this information, Tornier makes no admission as to the materiality of any information contained in this report, including Exhibit 99.1.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 2, 2012, Pascal E.R. Girin resigned as a director of Tornier N.V. effective immediately. Mr. Girin did not resign as a result of any disagreement with Tornier on any matter relating to Tornier’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued November 5, 2012 (furnished herewith)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 5, 2012	TORNIER N.V.
	By:	/s/ Kevin M. Klemz
	Name:	Kevin M. Klemz
	Title:	Vice President, Chief Legal Officer and Secretary

TORNIER N.V.

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
99.1	Press Release issued November 5, 2012		Furnished herewith

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TORNIER REPORTS THIRD QUARTER 2012 FINANCIAL RESULTS

Shoulder Products Drive Extremities Constant Currency Growth of 7%

OrthoHelix Acquisition Provides Significant New Growth Opportunity

AMSTERDAM, The Netherlands, November 5, 2012 – Tornier N.V. (NASDAQ: TRNX), a global medical device company focused on providing surgical solutions to orthopaedic extremity specialists, today reported its financial results for the third quarter ended September 30, 2012 and updated its fiscal 2012 financial outlook.

Sales for the third quarter of 2012 were $58.0 million, representing increases of 0.8% as reported and 5.5% in constant currency. Sales for the nine months ended September 30, 2012 totaled $198.5 million, compared to sales of $192.1 million for the same period of 2011, an increase of 3.3% as reported and 7.0% in constant currency. Third quarter sales of Tornier’s extremity product categories increased 3.8% as reported and 6.9% in constant currency year over year and represented 84.0% of reported global sales.

Douglas W. Kohrs, President and Chief Executive Officer of Tornier, commented, “We are pleased with the continued growth of our extremities business, led by sales of our reverse shoulder products, which showed strong growth in both our U.S. and international markets. Despite continuous austerity pressures in our European markets, we believe the combined product portfolio of Tornier and OrthoHelix strongly positions Tornier for leadership in both the shoulder and the foot and ankle markets.”

The Company’s third quarter 2012 adjusted EBITDA, as defined in the GAAP to non-GAAP reconciliation provided later in this release, totaled $4.8 million, or 8.3% of sales. Increased investments in research and development, which totaled 9.1% of sales in the quarter, resulted in a decline of $0.1 million in adjusted EBITDA versus the third quarter of 2011. For the nine months ended September 30, 2012, adjusted EBITDA increased 8.4% to $22.0 million, or 11.1% of sales, compared to $20.3 million, or 10.5% of sales, in the same period last year.

Mr. Kohrs continued, “During the third quarter of 2012, our gross margins improved for the third consecutive quarter and expanded 180 basis points year over year to 72.9%. This increase funded additional research and development investment associated with the pending launch of our Ascend Flex shoulder and additional investment in our U.S. sales organization. Looking towards the remainder of the year, we remain focused on capitalizing on the OrthoHelix acquisition and building value for our shareholders.”

Sales and Product Review

Tornier’s third quarter 2012 constant currency sales growth of 5.5% was led by its extremity product categories, which together posted constant currency growth of 6.9% over the third quarter of 2011. Within the extremity products group, the upper extremity joints and trauma category grew 7.9% in constant currency over the same quarter in 2011. This growth was led by

the Company’s shoulder arthroplasty portfolio, including the Aequalis™ Ascend™ and the Simpliciti™ stemless shoulder system, which continued to be highly accepted by surgeons. Tornier’s lower extremity joints and trauma category grew 0.1% in constant currency, with solid growth in its ankle arthroplasty line, including the market-leading Salto^® ankle arthroplasty system and the innovative Stabilis™ ankle fusion system, which was offset by a decline in fixation and trauma products. The sports medicine and biologics product category posted constant currency sales growth of 8.3% in the third quarter of 2012 year over year, and was led by the Company’s Insite^®FT bone anchor and newly launched Duo™ Instability System. Sales of the Company’s large joints and other product lines experienced a 1.0% decline on a constant currency basis versus the same quarter last year, primarily as a result of procedure declines in France, Spain and Italy.

On a geographic basis, Tornier’s third quarter 2012 international constant currency sales increased 6.2% as compared to the third quarter of 2011 and represented 41% of reported global sales. Sales in the United States increased 4.9% and represented 59% of reported global sales.

Outlook

Tornier updated its outlook for the remainder of 2012, taking into account continued U.S. distribution channel initiatives, European market conditions, anticipated new product launch timing and the recently completed acquisition of OrthoHelix. For the fourth quarter of 2012, the Company projects constant currency sales to be in the range of $77 to $80 million, inclusive of anticipated OrthoHelix sales of $7 to $8 million, representing constant currency growth of 11.5% to 15.9% over fourth quarter 2011 sales. Based on recent currency exchange rates, fourth quarter 2012 reported sales are projected to be in the range of $75.8 to $78.8 million, inclusive of anticipated OrthoHelix sales, representing reported growth of 10% to 14% over fourth quarter 2011 sales. Fourth quarter 2012 extremities product category sales, inclusive of anticipated OrthoHelix sales, are expected to grow 16% to 20% in constant currency. The Company projects adjusted EBITDA, as described in the GAAP to non-GAAP reconciliation provided later in this release, inclusive of OrthoHelix operations, for the fourth quarter of 2012 to be in the range of $9 to $11 million, or 12% to 14% of reported sales. OrthoHelix is expected to have a minor impact on adjusted EBITDA in the fourth quarter.

The Company projects 2012 constant currency sales to be in the range of $282.5 to $285.5 million, inclusive of anticipated OrthoHelix sales of $7 to $8 million, representing constant currency growth of 8.2% to 9.3%. Based on recent currency exchange rates, 2012 reported sales are projected to be in the range of $274 to $277 million, inclusive of anticipated OrthoHelix sales, representing reported growth of 5% to 6% over 2011 sales. Sales of the Tornier extremities product categories in 2012, inclusive of anticipated OrthoHelix sales, are expected to grow 10.8% to 11.8% in constant currency. The Company projects 2012 adjusted EBITDA to be in the range of $31 to $33 million, or 11% to 12% of reported sales, inclusive of the anticipated impact of OrthoHelix operations.

Anticipated facilities consolidation charges announced in the Company’s press release on April 13, 2012 and anticipated fourth quarter charges relating to the acquisition and integration of OrthoHelix are excluded from projected 2012 adjusted EBITDA. The Company anticipates that substantially all of the facility consolidation charges, estimated to be $6.5 to $7.0 million, will be

recorded in 2012, of which $1.2 to $1.7 million are expected to be recorded in the fourth quarter of 2012. The facility consolidation and acquisition and integration charges will be recorded as special charges within operating expenses and, thereby, excluded from adjusted EBITDA.

Please refer to the current report on Form 8-K filed by Tornier with the Securities and Exchange Commission today for definitions of non-GAAP financial measures used in this release and to the tables provided in this release for reconciliations of our non-GAAP financial measures to the most directly comparable GAAP measure.

Earnings Call Information

Tornier will host a conference call today at 4:30 p.m. eastern time to discuss its third quarter 2012 financial results and its updated outlook for 2012. The conference call will be available to interested parties through a live audio webcast available through the Company’s website at www.tornier.com. Those without internet access may join the call from within the U.S. by dialing 1-877-673-5355; outside the U.S., dial +1-760-666-3805.

A telephone replay will be available for two weeks following the call by dialing 1-855-859-2056 for domestic participants and +1-404-537-3406 for international participants. When prompted, please enter the replay pin number 44525161. For those who are not available to listen to the live webcast, the call will be archived for one year on Tornier’s website.

Forward-Looking Statements

Statements contained in this release that relate to future, not past, events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations of future events and often can be identified by words such as “expect,” “should,” “project,” “anticipate,” “intend,” “will,” “may,” “believe,” “could,” “would,” “continue,” “outlook,” “guidance,” “future,” other words of similar meaning or the use of future dates. Examples of forward-looking statements in this release include Tornier’s financial guidance for the fourth quarter of 2012 and for the full year 2012, Tornier’s anticipated leadership in both the shoulder and the foot and ankle markets, anticipated facilities consolidation charges and the timing of such charges, and anticipated fourth quarter charges as a result of Tornier’s acquisition and integration of OrthoHelix. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause Tornier’s actual results to be materially different than those expressed in or implied by Tornier’s forward-looking statements. For Tornier, such uncertainties and risks include, among others, Tornier’s future operating results and financial performance, fluctuations in foreign currency exchange rates, the effect of global economic conditions, the European sovereign debt crisis, and austerity measures, risks associated with Tornier’s international operations and expansion, risks associated with Tornier’s recent acquisition of OrthoHelix and the new credit facility agreement, the timing of regulatory approvals and introduction of new products, physician acceptance, endorsement, and use of new products; the effect of regulatory actions, changes in and adoption of reimbursement rates, potential product recalls, competitor activities, the effect of changes in Tornier’s distribution channels and the costs and effects of litigation and changes in tax and other legislation. More detailed information on these and other factors that could affect Tornier’s actual results are described in Tornier’s filings with the U.S. Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. Tornier undertakes no obligation to update its forward-looking statements.

About Tornier

Tornier is a global medical device company focused on serving extremities specialists who treat orthopaedic conditions of the shoulder, elbow, wrist, hand, ankle and foot. The Company’s broad offering of over 100 product lines includes joint replacement, trauma, sports medicine, and biologic products to treat the extremities, as well as joint replacement products for the hip and knee in certain international markets. Since its founding approximately 70 years ago, Tornier’s “Specialists Serving Specialists” philosophy has fostered a tradition of innovation, intense focus on surgeon education, and commitment to advancement of orthopaedic technology stemming from its close collaboration with orthopaedic surgeons and thought leaders throughout the world. For more information regarding Tornier, visit www.tornier.com.

Use of Non-GAAP Financial Measures

To supplement Tornier’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), Tornier uses certain non-GAAP financial measures in this release. Reconciliations of the non-GAAP financial measures used in this release to the most comparable U.S. GAAP measures for the respective periods can be found in tables later in this release immediately following the detail of revenue by geography. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for Tornier’s financial results prepared in accordance with GAAP.

Contact:

Shawn McCormick

Chief Financial Officer

952-426-7646

shawn.mccormick@tornier.com

Doug Kohrs

President and Chief Executive Officer

952-426-7606

dkohrs@tornier.com

Tornier N.V.

Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	(unaudited)						(unaudited)
	September 30, 2012			October 2, 2011			September 30, 2012			October 2, 2011
Revenue	$	58,015		$	57,556		$	198,487		$	192,149
Cost of goods sold		15,730			16,650			54,944			54,708
Gross profit		42,285			40,906			143,543			137,441
		72.9	%		71.1	%		72.3	%		71.5	%
Operating expenses
Selling, general and administrative		38,524			37,937			124,157			119,895
Research and development		5,260			4,309			16,329			14,608
Amortization of intangible assets		2,730			2,741			8,013			8,448
Special charges		6,503			56			9,413			188
Total operating expenses		53,017			45,043			157,912			143,139
Operating (loss)		(10,732	)		(4,137	)		(14,369	)		(5,698	)
Other income (expense)
Interest income		70			145			304			415
Interest expense		(481	)		(524	)		(1,430	)		(3,761	)
Foreign currency transaction (loss)		(326	)		(228	)		(195	)		(81	)
Loss on extinguishment of debt		—			—			—			(29,475	)
Other non-operating income		56			993			54			1,009
Loss before income taxes		(11,413	)		(3,751	)		(15,636	)		(37,591	)
Income tax (expense) benefit		(268	)		2,114			(1,305	)		9,116
Consolidated net loss	$	(11,681	)	$	(1,637	)	$	(16,941	)	$	(28,475	)
Net loss per share
Basic and diluted	$	(0.29	)	$	(0.04	)	$	(0.43	)	$	(0.75	)
Weighted average ordinary shares outstanding
Basic and diluted		39,708			39,150			39,537			37,882

Tornier N.V.

Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2012		January 1, 2012
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	58,499	$	54,706
Accounts receivable, net		42,704		45,908
Inventories		81,368		79,883
Deferred income taxes and other current assets		21,803		18,375
Total current assets		204,374		198,872
Instruments, net		48,528		49,347
Property, plant and equipment, net		35,893		33,353
Goodwill and intangibles, net		225,800		228,209
Deferred income taxes and other assets		2,148		1,919
Total assets	$	516,743	$	511,700
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowing and current portion of long-term debt	$	25,966	$	18,011
Accounts payable		10,044		12,020
Accrued liabilities and deferred income taxes		38,974		35,443
Total current liabilities		74,984		65,474
Other long-term debt		21,084		21,900
Deferred income taxes and other long-term liabilities		24,016		22,866
Total liabilities		120,084		110,240
Shareholders’ equity		396,659		401,460
Total liabilities and shareholders’ equity	$	516,743	$	511,700

Tornier N.V.

Consolidated Statements of Cash Flow

(in thousands)

	Three Months Ended						Nine Months Ended
	(unaudited)						(unaudited)
	September 30, 2012			October 2, 2011			September 30, 2012			October 2, 2011
Cash flows from operating activities
Consolidated net loss	$	(11,681	)	$	(1,637	)	$	(16,941	)	$	(28,475	)
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities
Depreciation and amortization		7,051			7,147			21,398			21,038
Impairment of fixed assets		79			—			1,028			—
Lease termination costs		731			—			731
Non-cash foreign currency (gain) loss		(594	)		(216	)		(217	)		387
Deferred income taxes		305			(2,828	)		(147	)		(8,993	)
Share-based compensation		1,712			1,831			5,108			4,741
Non-cash interest expense and discount amortization		—			—			—			2,040
Inventory obsolescence		857			1,348			2,913			3,814
Loss on extinguishment of debt		—			—			—			29,475
Incentive related to new facility lease		703			—			703			—
Other non-cash items affecting earnings		190			(683	)		1,441			(347	)
Changes in operating assets and liabilities
Accounts receivable		4,817			3,123			4,533			(534	)
Inventories		(1,598	)		(4,335	)		(3,474	)		(11,015	)
Accounts payable and accruals		(3,847	)		(5,460	)		(3,429	)		(3,449	)
Other current assets and liabilities		(142	)		261			(1,317	)		3,556
Other non-current assets and liabilities		(763	)		(55	)		(1,194	)		(1,277	)
Net cash (used in) operating activities		(2,180	)		(1,504	)		11,136			10,961
Cash flows from investing activities
Acquisition-related cash payments		433			(418	)		(3,656	)		(2,053	)
Additions of instruments		(1,474	)		(6,586	)		(9,245	)		(15,042	)
Purchases of property, plant, and equipment from lease incentives		(1,020	)		—			(1,020	)		—
Purchases of property, plant and equipment		(3,162	)		(2,296	)		(6,866	)		(3,772	)
Net cash provided by investing activities		(5,223	)		(9,300	)		(20,787	)		(20,867	)
Cash flows from financing activities
Change in short-term debt		6,298			8,579			9,350			(8,185	)
Repayments of long-term debt		(4,282	)		(2,443	)		(8,233	)		(6,458	)
Proceeds from issuance of long-term debt		136			1,242			5,172			4,751
Deferred financing costs		—			(102	)		—			(2,731	)
Repayment of notes payable		—			—			—			(116,108	)
Issuance of ordinary shares		937			2,907			7,108			171,215
Net cash provided by (used in) financing activities		3,089			10,183			13,397			42,484
Effect of currency exchange rates on cash and cash equivalents		1,389			(3,264	)		47			(1,568	)
Increase (decrease) in cash and cash equivalents		(2,925	)		(3,885	)		3,793			31,010
Cash and cash equivalents at beginning of period		61,424			59,733			54,706			24,838
Cash and cash equivalents at end of period	$	58,499		$	55,848		$	58,499		$	55,848

Tornier N.V.

Selected Revenue Information

(in thousands)

	Three Months Ended							Nine Months Ended
	(unaudited)							(unaudited)
	September 30, 2012		October 2, 2011		Percent change			September 30, 2012		October 2, 2011		Percent change
Revenue by product category
Upper extremity joints and trauma	$	39,429	$	37,690		4.6	%	$	129,434	$	120,640		7.3	%
Lower extremity joints and trauma		5,815		5,943		-2.2	%		19,333		19,023		1.6	%
Sports medicine and biologics		3,487		3,329		4.7	%		11,363		10,769		5.5	%
Total extremities		48,731		46,962		3.8	%		160,130		150,432		6.4	%
Large joints and other		9,284		10,594		-12.4	%		38,357		41,717		-8.1	%
Total	$	58,015	$	57,556		0.8	%	$	198,487	$	192,149		3.3	%
Revenue by geography
United States	$	34,377	$	32,781		4.9	%	$	110,647	$	104,197		6.2	%
International		23,638		24,775		-4.6	%		87,840		87,952		-0.1	%
Total	$	58,015	$	57,556		0.8	%	$	198,487	$	192,149		3.3	%

Tornier N.V.

Reconciliation of Revenue to Non-GAAP Revenue on a Constant Currency Basis

(in thousands)

	Three Months Ended
			(unaudited)
	September 30, 2012						October 2, 2011
	Revenue as reported		Foreign exchange impact as compared to prior period		Revenue on a constant currency basis		Revenue as reported		Percent change on a constant currency basis
Revenue by product category
Upper extremity joints and trauma	$	39,429	$	1,225	$	40,654	$	37,690		7.9	%
Lower extremity joints and trauma		5,815		136		5,951		5,943		0.1	%
Sports medicine and biologics		3,487		119		3,606		3,329		8.3	%
Total extremities		48,731		1,480		50,211		46,962		6.9	%
Large joints and other		9,284		1,201		10,485		10,594		-1.0	%
Total	$	58,015	$	2,681	$	60,696	$	57,556		5.5	%
Revenue by geography
United States	$	34,377	$	—	$	34,377	$	32,781		4.9	%
International		23,638		2,681		26,319		24,775		6.2	%
Total	$	58,015	$	2,681	$	60,696	$	57,556		5.5	%

	Nine Months Ended
			(unaudited)
	September 30, 2012						October 2, 2011
	Revenue as reported		Foreign exchange impact as compared to prior period		Revenue on a constant currency basis		Revenue as reported		Percent change on a constant currency basis
Revenue by product category
Upper extremity joints and trauma	$	129,434	$	3,038	$	132,472	$	120,640		9.8	%
Lower extremity joints and trauma		19,333		338		19,671		19,023		3.4	%
Sports medicine and biologics		11,363		276		11,639		10,769		8.1	%
Total extremities		160,130		3,652		163,782		150,432		8.9	%
Large joints and other		38,357		3,441		41,798		41,717		0.2	%
Total	$	198,487	$	7,093	$	205,580	$	192,149		7.0	%
Revenue by geography
United States	$	110,647	$	—	$	110,647	$	104,197		6.2	%
International		87,840		7,093		94,933		87,952		7.9	%
Total	$	198,487	$	7,093	$	205,580	$	192,149		7.0	%

Tornier N.V.

Reconciliation of Net Loss to

Non-GAAP Adjusted Earnings Before Interest, Taxes, Depreciation

and Amortization (EBITDA)

(in thousands)

	Three Months Ended						Nine Months Ended
	(unaudited)						(unaudited)
	September 30, 2012			October 2, 2011			September 30, 2012			October 2, 2011
Revenue, as reported	$	58,015		$	57,556		$	198,487		$	192,149
Net loss, as reported	$	(11,681	)	$	(1,637	)	$	(16,941	)	$	(28,475	)
Interest income		(70	)		(145	)		(304	)		(415	)
Interest expense		481			524			1,430			3,761
Income tax expense (benefit)		268			(2,114	)		1,305			(9,116	)
Depreciation		4,321			4,406			13,385			12,590
Amortization		2,730			2,741			8,013			8,448
Subtotal Non-GAAP EBITDA (Loss)		(3,951	)		3,775			6,888			(13,207	)
Other non-operating (income) expense		(56	)		(993	)		(54	)		(1,009	)
Foreign currency transaction (gain) loss		326			228			195			81
Share-based compensation		1,712			1,831			5,108			4,741
Loss on extinguishment of debt		—			—			—			29,475
Inventory step-up from acquisition		310			—			415			—
Special Charges
Facilities consolidation		2,786			—			5,254			—
Acquisition and integration costs		902			—			970			—
Distribution channel transition costs		820			—			820			—
Management exit costs		—			—			374			—
Italy bad debt expense		1,995			—			1,995			—
Other		—			45			—			188
Non-GAAP Adjusted EBITDA	$	4,844		$	4,886		$	21,965		$	20,269
Non-GAAP Adjusted EBITDA Margin		8.3	%		8.5	%		11.1	%		10.5	%

Tornier N.V.

Reconciliation of Net Income (Loss) and Earnings per Share

to Adjusted Net Income (Loss) and Adjusted Earnings per Share

(in thousands)

	Three Months Ended						Nine Months Ended
	(unaudited)						(unaudited)
	September 30, 2012			October 2, 2011			September 30, 2012			October 2, 2011
Net loss, as reported	$	(11,681	)	$	(1,637	)	$	(16,941	)	$	(28,475	)
Loss on extinguishment of debt, net of tax		—			—			—			21,990
Gain on resolution of contingent liability		—			(1,000	)		—			(1,000	)
Inventory step-up from acquisition, net of tax		250			—			335			—
Special Charges
Facilities consolidation		2,727			—			4,978			—
Acquisition and integration costs		902			—			970			—
Distribution channel transition costs		820			—			820			—
Management exit costs		—			—			374			—
Italy bad debt expense		1,995			—			1,995			—
Other		—			45			—			188
Non-GAAP Adjusted Net loss		(4,987	)		(2,592	)		(7,469	)		(7,297	)
Net loss per share, as reported
Basic and diluted	$	(0.29	)	$	(0.04	)	$	(0.43	)	$	(0.75	)
Loss on extinguishment of debt, net of tax		—			—			—			0.58
Gain on resolution of contingent liability		—			(0.03	)		—			(0.02	)
Inventory step-up from acquisition, net of tax		0.01			—			0.01			—
Special Charges
Facilities consolidation		0.06			—			0.13			—
Acquisition and integration costs		0.02			—			0.02			—
Distribution channel transition costs		0.02			—			0.02			—
Management exit costs		—			—			0.01			—
Italy bad debt expense		0.05			—			0.05			—
Other		—			0.00			—			0.00
Non-GAAP Adjusted Net loss per share
Basic and diluted	$	(0.13	)	$	(0.07	)	$	(0.19	)	$	(0.19	)
Weighted average ordinary shares outstanding
Basic and diluted		39,708			39,150			39,537			37,882

Tornier N.V.

Reconciliation of Net Cash Provided by (Used in) Operating Activities

to Non-GAAP Free Cash Flow

(in thousands)

	Three Months Ended						Nine Months Ended
	(unaudited)						(unaudited)
	September 30, 2012			October 2, 2011			September 30, 2012			October 2, 2011
Net cash provided by (used in) operating activities, as reported	$	(2,180	)	$	(1,504	)	$	11,136		$	10,961
Adjusted for:
Cash paid related to Facilities Consolidation		1,632			—			2,595			—
Additions of instruments, as reported		(1,474	)		(6,586	)		(9,245	)		(15,042	)
Purchases of property, plant and equipment, as reported		(4,182	)		(2,296	)		(7,886	)		(3,772	)
Purchases of property, plant and equipment related to Facilities Consolidation		2,069			—			2,361			—
Non-GAAP Adjusted free cash flow	$	(4,135	)	$	(10,386	)	$	(1,039	)	$	(7,853	)