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EX-99.1 - EX-99.1 - DJO Finance LLCdjo-ex991_8.htm
EX-31.2 - EX-31.2 - DJO Finance LLCdjo-ex312_6.htm
EX-32.2 - EX-32.2 - DJO Finance LLCdjo-ex322_12.htm
EX-32.1 - EX-32.1 - DJO Finance LLCdjo-ex321_13.htm
EX-31.1 - EX-31.1 - DJO Finance LLCdjo-ex311_10.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2016

or

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

Commission File Number: 333-142188

 

DJO Finance LLC

(Exact name of Registrant as specified in its charter)

 

 

State of Delaware

20-5653965

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

 

1430 Decision Street

Vista, California

92081

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 336-5690

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  x    (Note: As of January 1, 2014, the registrant was no longer subject to the filing requirements of Section 13 or 15(d) of the Exchange Act; however, the registrant filed all reports required to be filed during the period it was subject to Section 13 or 15(d) of the Exchange Act.)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨

 

 

 

 

Non-accelerated filer

x  (Do not check if a smaller reporting company)

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of May 10, 2016, 100% of the issuer’s membership interests were owned by DJO Holdings LLC.

 

 

 

 

 


 

DJO Finance LLC

INDEX

 

 

 

 

Page
Number

 

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

1

 

Unaudited Condensed Consolidated Balance Sheets as of April 1, 2016 and December 31, 2015

 

1

 

Unaudited Condensed Consolidated Statements of Operations for the three months ended April 1, 2016 and March 28, 2015

 

2

 

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended April 1, 2016 and March 28, 2015

 

3

 

Unaudited Condensed Consolidated Statement of Deficit for the three months ended April 1, 2016

 

4

 

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended April 1, 2016 and March 28, 2015

 

5

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

31

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

38

Item 4.

Controls and Procedures

 

38

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

40

Item 1A.

Risk Factors

 

40

Item 5.

Other Information

 

40

Item 6.

Exhibits

 

41

 

 

 

 


 

PART 1 – FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

DJO Finance LLC

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

April 1,

2016

 

 

December 31,

2015

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

37,244

 

 

$

48,943

 

Accounts receivable, net

 

 

172,392

 

 

 

172,360

 

Inventories, net

 

 

176,533

 

 

 

174,573

 

Prepaid expenses and other current assets

 

 

25,258

 

 

 

21,179

 

Current assets of discontinued operations

 

 

-

 

 

 

2,878

 

Total current assets

 

 

411,427

 

 

 

419,933

 

Property and equipment, net

 

 

125,891

 

 

 

117,273

 

Goodwill

 

 

1,020,858

 

 

 

1,018,104

 

Intangible assets, net

 

 

729,938

 

 

 

749,045

 

Other assets

 

 

5,471

 

 

 

5,174

 

Non current assets of discontinued operations

 

 

-

 

 

 

29

 

Total assets

 

$

2,293,585

 

 

$

2,309,558

 

Liabilities and Deficit

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

76,296

 

 

$

58,492

 

Accrued interest

 

 

39,747

 

 

 

16,998

 

Current portion of debt obligations

 

 

10,550

 

 

 

10,550

 

Other current liabilities

 

 

87,775

 

 

 

102,173

 

Current liabilities of discontinued operations

 

 

2,934

 

 

 

13,371

 

Total current liabilities

 

 

217,302

 

 

 

201,584

 

Long-term debt obligations

 

 

2,342,179

 

 

 

2,344,562

 

Deferred tax liabilities, net

 

 

217,903

 

 

 

213,856

 

Other long-term liabilities

 

 

19,442

 

 

 

15,092

 

Total liabilities

 

$

2,796,826

 

 

$

2,775,094

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Deficit:

 

 

 

 

 

 

 

 

DJO Finance LLC membership deficit:

 

 

 

 

 

 

 

 

Member capital

 

 

841,715

 

 

 

841,510

 

Accumulated deficit

 

 

(1,331,659

)

 

 

(1,293,339

)

Accumulated other comprehensive loss

 

 

(16,232

)

 

 

(16,341

)

Total membership deficit

 

 

(506,176

)

 

 

(468,170

)

Noncontrolling interests

 

 

2,935

 

 

 

2,634

 

Total deficit

 

 

(503,241

)

 

 

(465,536

)

Total liabilities and deficit

 

$

2,293,585

 

 

$

2,309,558

 

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

1


 

DJO Finance LLC

Unaudited Condensed Consolidated Statements of Operations

(in thousands)

 

 

 

Three Months Ended

 

 

 

April 1,

2016

 

 

March 28,

2015

 

Net sales

 

$

278,906

 

 

$

247,511

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of sales (exclusive of amortization of intangible assets of

   $7,407 and $7,535 for the three months ended

   April 1, 2016 and March 28, 2015, respectively)

 

 

118,083

 

 

 

101,884

 

Selling, general and administrative

 

 

121,929

 

 

 

107,185

 

Research and development

 

 

9,854

 

 

 

8,864

 

Amortization of intangible assets

 

 

19,578

 

 

 

19,828

 

 

 

 

269,444

 

 

 

237,761

 

Operating income

 

 

9,462

 

 

 

9,750

 

Other (expense) income:

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(42,270

)

 

 

(42,866

)

Other income (expense), net

 

 

284

 

 

 

(4,156

)

 

 

 

(41,986

)

 

 

(47,022

)

Loss before income taxes

 

 

(32,524

)

 

 

(37,272

)

Income tax provision

 

 

(5,413

)

 

 

(1,945

)

Net loss from continuing operations

 

 

(37,937

)

 

 

(39,217

)

Net (loss) income from discontinued operations

 

 

(190

)

 

 

3,992

 

Net loss

 

 

(38,127

)

 

 

(35,225

)

Net income attributable to noncontrolling interests

 

 

(193

)

 

 

(301

)

Net loss attributable to DJO Finance LLC

 

$

(38,320

)

 

$

(35,526

)

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

2


 

DJO Finance LLC

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

 

 

 

Three Months Ended

 

 

 

April 1,

2016

 

 

March 28,

2015

 

Net loss

 

$

(38,127

)

 

$

(35,225

)

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of tax (provision) benefit of $(277) and

   $492 for the three months ended April 1, 2016 and March 28, 2015, respectively

 

 

5,608

 

 

 

(9,442

)

Unrealized loss on cash flow hedges, net of tax provision of zero for the three months

   ended April 1, 2016

 

 

(5,391

)

 

 

 

Other comprehensive income (loss)

 

 

217

 

 

 

(9,442

)

Comprehensive loss

 

 

(37,910

)

 

 

(44,667

)

Comprehensive income attributable to noncontrolling interests

 

 

(301

)

 

 

(17

)

Comprehensive loss attributable to DJO Finance LLC

 

$

(38,211

)

 

$

(44,684

)

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

3


 

DJO Finance LLC

Unaudited Condensed Consolidated Statements of Deficit

(in thousands)

 

 

 

DJO Finance LLC

 

 

 

 

 

 

 

 

 

 

 

Member

capital

 

 

Accumulated

deficit

 

 

Accumulated

other

comprehensive

loss

 

 

Total

membership

deficit

 

 

Non-controlling

interests

 

 

Total

deficit

 

Balance at December 31, 2015

 

$

841,510

 

 

$

(1,293,339

)

 

$

(16,341

)

 

$

(468,170

)

 

$

2,634

 

 

$

(465,536

)

Net (loss) income

 

 

 

 

 

(38,320

)

 

 

 

 

 

(38,320

)

 

 

193

 

 

 

(38,127

)

Other comprehensive income, net of taxes

 

 

 

 

 

 

 

 

109

 

 

 

109

 

 

 

108

 

 

 

217

 

Stock-based compensation, net of taxes

 

 

205

 

 

 

 

 

 

 

 

 

205

 

 

 

 

 

 

205

 

Balance at April 1, 2016

 

$

841,715

 

 

$

(1,331,659

)

 

$

(16,232

)

 

$

(506,176

)

 

$

2,935

 

 

$

(503,241

)

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

4


 

DJO Finance LLC

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Three Months Ended

 

 

 

April 1,

2016

 

 

March 28,

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(38,127

)

 

$

(35,225

)

Net loss (income) from discontinued operations

 

 

190

 

 

 

(3,992

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

10,324

 

 

 

8,214

 

Amortization of intangible assets

 

 

19,578

 

 

 

19,828

 

Amortization of debt issuance costs and non-cash interest expense

 

 

1,892

 

 

 

2,288

 

Stock-based compensation expense

 

 

205

 

 

 

613

 

Loss on disposal of assets, net

 

 

91

 

 

 

74

 

Deferred income tax expense

 

 

2,652

 

 

 

7,291

 

Changes in operating assets and liabilities, net of acquired assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

1,406

 

 

 

3,024

 

Inventories

 

 

1,577

 

 

 

(8,098

)

Prepaid expenses and other assets

 

 

(3,296

)

 

 

2,827

 

Accrued interest

 

 

22,748

 

 

 

25,950

 

Accounts payable and other current liabilities

 

 

(7,363

)

 

 

(13,643

)

Net cash provided by continuing operating activities

 

 

11,877

 

 

 

9,151

 

Net cash (used in) provided by discontinued operations

 

 

(7,720

)

 

 

5,991

 

Net cash provided by operating activities

 

 

4,157

 

 

 

15,142

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(12,021

)

 

 

(6,217

)

Net cash used in investing activities from continuing operations

 

 

(12,021

)

 

 

(6,217

)

Net cash provided by investing activities from discontinued

   operations

 

 

 

 

 

 

Net cash used in investing activities

 

 

(12,021

)

 

 

(6,217

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of debt

 

 

6,000

 

 

 

17,000

 

Repayments of debt obligations

 

 

(10,275

)

 

 

(20,019

)

Net cash used in financing activities

 

 

(4,275

)

 

 

(3,019

)

Effect of exchange rate changes on cash and cash equivalents

 

 

440

 

 

 

(1,362

)

Net (decrease) increase in cash and cash equivalents

 

 

(11,699

)

 

 

4,544

 

Cash and cash equivalents at the beginning of the period

 

 

48,943

 

 

 

31,144

 

Cash and cash equivalents at the end of the period

 

$

37,244

 

 

$

35,688

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

17,674

 

 

$

14,574

 

Cash paid for taxes, net

 

$

1,351

 

 

$

2,302

 

 

 

 

 

 

 

 

 

 

Non-cash investing activities:

 

 

 

 

 

 

 

 

Purchases of surgical instruments included in accounts payable

 

$

7,027

 

 

$

2,514

 

 

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

5


 

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization and Business

We are a global developer, manufacturer and distributor of medical devices that provide solutions for musculoskeletal health, vascular health and pain management. Our products address the continuum of patient care from injury prevention to rehabilitation after surgery, injury or from degenerative disease, enabling people to regain or maintain their natural motion. Our products are used by orthopedic specialists, spine surgeons, primary care physicians, pain management specialists, physical therapists, podiatrists, chiropractors, athletic trainers and other healthcare professionals. Our product lines include rigid and soft orthopedic bracing, hot and cold therapy, bone growth stimulators, vascular therapy systems and compression garments, therapeutic shoes and inserts, electrical stimulators used for pain management and physical therapy products. Our surgical implant business offers a comprehensive suite of reconstructive joint products for the hip, knee and shoulder.

DJO Finance LLC (DJOFL) is a wholly owned indirect subsidiary of DJO Global, Inc. (DJO). Substantially all business activities of DJO are conducted by DJOFL and its wholly owned subsidiaries. Except as otherwise indicated, references to “us,” “we,” “DJOFL,” “our,” or “the Company,” refers to DJOFL and its consolidated subsidiaries.

Segment Reporting

We market and distribute our products through four operating segments: Bracing and Vascular; Recovery Sciences; Surgical Implant; and International. Our Bracing and Vascular, Recovery Sciences, and Surgical Implant segments generate their revenues within the United States. Our Bracing and Vascular segment offers rigid knee braces, orthopedic soft goods, cold therapy products, vascular systems, compression therapy products and therapeutic footwear for the diabetes care market. Our Recovery Sciences segment offers home electrotherapy, iontophoresis, home traction products, bone growth stimulation products and clinical physical therapy equipment. Our Surgical Implant segment offers a comprehensive suite of reconstructive joint products for the knee, hip and shoulder. Our International segment offers all of our products to customers outside the United States. See Note 14 for additional information about our reportable segments.

During the fourth quarter of 2015, we ceased manufacturing, selling and distributing products of our Empi business and the related insurance billing operations domestically. The Empi business primarily manufactured and sold transcutaneous electrical nerve stimulation (TENS) devices for pain relief, other electrotherapy and orthopedic products and the related supplies.  Empi was facing a challenging regulatory and compliance environment, decreasing reimbursement rates and remained below the level needed to reach adequate profitability within an economically justified period of time. Empi was part of our Recovery Sciences operating segment. For financial statement purposes, the results of the Empi business are reported within discontinued operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, contractual allowances, rebates, product returns, warranty obligations, allowances for doubtful accounts, valuation of inventories, self-insurance reserves, income taxes, loss contingencies, fair values of derivative instruments, fair values of long-lived assets and any related impairments, capitalization of costs associated with internally developed software and stock-based compensation. Actual results could differ from those estimates.

Basis of Presentation

We consolidate the results of operations of our 50% owned subsidiary, Medireha GmbH (Medireha), and reflect the 50% share of results not owned by us as non-controlling interests in our Consolidated Statements of Operations. We maintain control of Medireha through certain rights that enable us to prohibit certain business activities that are not consistent with our plans for the business and provide us with exclusive distribution rights for products manufactured by Medireha.

Interim Reporting

The accompanying Unaudited Condensed Consolidated Financial Statements include our accounts and all voting interest entities where we exercise a controlling financial interest through the ownership of a direct or indirect majority voting interest. All significant intercompany accounts and transactions have been eliminated in consolidation. Our Unaudited Condensed Consolidated Financial

6


 

Statements have been prepared in accordance with GAAP and with the instructions to Form 10–Q and Article 10 of Regulation S–X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission (SEC) rules and regulations for complete annual financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

The Company operates on a manufacturing calendar. Each quarter consists of thirteen weeks, two four week and one five week period. Our first quarters may have more or fewer shipping days from year to year based on the days of week holidays fall. The first quarter of 2016 had more shipping days than in the first quarter 2015.

Recent Accounting Standards

In May 2014, the FASB issued an accounting standards update related to revenue from contracts with customers. The new standard provides a five-step approach to be applied to all contracts with customers. The accounting standards update also requires expanded disclosures about revenue recognition. On July 9, 2015, the FASB decided to defer the effective date of the standard. The guidance is now effective for fiscal years beginning after December 15, 2017 and interim periods within that reporting period. Early adoption is permitted as early as the original effective date of December 15, 2016. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

In April 2015, the FASB issued an accounting standards update related to the presentation of debt issuance costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The guidance is effective for annual and interim periods beginning after December 15, 2015. Early application is permitted. The Company has early adopted this update and the impact is reflected in the current and prior periods presented.

In April 2015, the FASB issued an accounting standards update related to internal-use software. The standard provides guidance to clarify the customer’s accounting for fees paid in a cloud computing arrangement. The guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company adopted this ASU with prospective application in the first quarter of 2016. Adoption of this new guidance did not have a material effect on the Company’s financial statements.

In July 2015, the FASB issued an accounting standards update which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance does not apply to inventory that is measured using last-in, first-out (LIFO). The guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. Adoption of this new guidance is not expected to have a material effect on the Company’s financial statements.

In September 2015, the FASB issued an accounting standards update which eliminates the requirement for an acquirer in a business combination to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new guidance also sets forth new disclosure requirements related to the adjustments. The guidance is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. Adoption of this new guidance did not have a material effect on the Company’s financial statements.

In November 2015, the FASB issued an accounting standards update which requires all deferred income taxes be presented on the balance sheet as noncurrent. The new guidance is intended to simplify financial reporting by eliminating the requirement to classify deferred taxes between current and noncurrent. The guidance is effective for annual and interim periods beginning after December 15, 2016. The Company has early adopted this update and the impact is reflected prospectively in the Company’s financial statements.

In January 2016, the FASB issued an accounting standards update which affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. This guidance retains the current accounting for classifying and measuring investments in debt securities and loans but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The guidance also changes the accounting for investments without a readily determinable fair value and that do not qualify for the practical expedient permitted by the guidance to estimate fair value. A policy election can be made for these

7


 

investments whereby estimated fair value may be measured at cost and adjusted in subsequent periods for any impairment or changes in observable prices of identical or similar investments. The guidance is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. Adoption of this new guidance is not expected to have a material effect on the Company’s financial statements.

In February 2016, the FASB issued an accounting standards update which affects the accounting for leases. The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The amendment also will require qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. The guidance is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We are still assessing the impact of adoption on our consolidated financial statements.

In March 2016, the FASB issued an accounting standards update which affects the accounting for employee share-based payments. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The guidance is effective for interim and annual reporting periods beginning after beginning after December 15, 2016. Early adoption is permitted. Adoption of this new guidance is not expected to have a material effect on the Company’s financial statements.

 

 

2. DIVESTITURES

 

Discontinued Operations

For disposal transactions that occur on or after that January 1, 2015, a component of an entity is reported in discontinued operations after meeting the criteria for held-for-sale classification, is disposed of by sale or is disposed of other than by sale (e.g. abandonment) if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company has evaluated the quantitative and qualitative factors related to the disposal of the Empi business and concluded that those conditions for discontinued operations presentation have been met. For financial statement purposes, the Empi business financial results are reported within discontinued operations in the Consolidated Financial Statements.

 

Income (loss) from discontinued operations, net of taxes, is comprised of the following (in thousands):

 

 

 

Three Months Ended

 

 

 

April 1,

2016

 

 

March 28,

2015

 

Net sales

 

$

 

 

$

32,590

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

7,358

 

Selling, general and administrative

 

 

 

 

 

12,587

 

Research and development

 

 

 

 

 

36

 

Amortization of intangible assets

 

 

 

 

 

2,282

 

Other (loss) income

 

 

(190

)

 

 

50

 

(Loss) income from discontinued operations before

   income taxes

 

$

(190

)

 

$

10,377

 

Income tax provision

 

 

 

 

 

(6,385

)

Net (loss) income from discontinued operations

 

$

(190

)

 

$

3,992

 

 

Net liabilities for discontinued operations are as follows (in thousands):

 

 

 

April 1,

 

 

December 31,

 

 

 

2016

 

 

2015

 

Accounts receivable, net

 

$

 

 

$

2,743

 

Other current assets

 

 

 

 

 

135

 

Property and equipment, net

 

 

 

 

 

22

 

Intangible and other non-current assets

 

 

 

 

 

7

 

Total assets

 

 

 

 

 

2,907

 

Accounts payable and other liabilities

 

 

2,934

 

 

 

13,371

 

Net liabilities

 

$

(2,934

)

 

$

(10,464

)

 

8


 

 

3. ACCOUNTS RECEIVABLE RESERVES

A summary of activity in our accounts receivable reserves for doubtful accounts is presented below (in thousands):

 

 

 

Three Months Ended

 

 

 

April 1,

2016

 

 

March 28,

2015

 

Balance, beginning of period

 

$

32,893

 

 

$

23,585

 

Provision for doubtful accounts

 

 

5,036

 

 

 

5,711

 

Write-offs, net of recoveries

 

 

(4,562

)

 

 

(1,875

)

Balance, end of period

 

$

33,367

 

 

$

27,421

 

 

Our allowance for sales returns balance was $3.0 million and $3.6 million as of April 1, 2016 and March 28, 2015, respectively.

 

 

4. INVENTORIES

Inventories consist of the following (in thousands):

 

 

 

April 1,

2016

 

 

December 31,

2015

 

Components and raw materials

 

$

58,114

 

 

$

57,372

 

Work in process

 

 

10,349

 

 

 

10,330

 

Finished goods

 

 

99,291

 

 

 

99,167

 

Inventory held on consignment

 

 

30,909

 

 

 

29,746

 

 

 

 

198,663

 

 

 

196,615

 

Inventory reserves

 

 

(22,130

)

 

 

(22,042

)

 

 

$

176,533

 

 

$

174,573

 

 

A summary of the activity in our reserves for estimated slow moving, excess, obsolete and otherwise impaired inventory is presented below (in thousands):

 

 

 

Three Months Ended

 

 

 

April 1,

2016

 

 

March 28,

2015

 

Balance, beginning of period

 

$

22,042

 

 

$

22,094

 

Provision charged to costs of sales

 

 

1,446

 

 

 

1,825

 

Write-offs, net of recoveries

 

 

(1,358

)

 

 

(1,126

)

Balance, end of period

 

$

22,130

 

 

$

22,793

 

 

The write-offs to the reserve were principally related to the disposition of fully reserved inventory.

 

 

9


 

5. LONG-LIVED ASSETS

Goodwill

Changes in the carrying amount of goodwill for the three months ended April 1, 2016 are presented in the table below (in thousands):

 

 

 

Bracing &

Vascular

 

 

Recovery

Sciences

 

 

Surgical

Implant

 

 

International

 

 

Total

 

Balance, beginning of period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

483,258

 

 

$

249,601

 

 

$

49,229

 

 

$

333,022

 

 

$

1,115,110

 

Accumulated impairment losses

 

 

 

 

 

(49,600

)

 

 

(47,406

)

 

 

 

 

 

(97,006

)

Goodwill, net of accumulated impairment losses at

   December 31, 2015

 

 

483,258

 

 

 

200,001

 

 

 

1,823

 

 

 

333,022

 

 

 

1,018,104

 

Current Year Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

2,754

 

 

 

2,754

 

Balance, end of period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

483,258

 

 

 

249,601

 

 

 

49,229

 

 

 

335,776

 

 

 

1,117,864

 

Accumulated impairment losses

 

 

 

 

 

(49,600

)

 

 

(47,406

)

 

 

 

 

 

(97,006

)

Goodwill, net of accumulated impairment losses at

   April 1, 2016

 

$

483,258

 

 

$

200,001

 

 

$

1,823

 

 

$

335,776

 

 

$

1,020,858

 

 

Intangible Assets

Identifiable intangible assets consisted of the following (in thousands):

 

April 1, 2016

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Intangible

Assets, Net

 

Definite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

476,967

 

 

$

(333,105

)

 

$

143,862

 

Patents and technology

 

 

446,907

 

 

 

(253,969

)

 

 

192,938

 

Trademarks and trade names

 

 

29,784

 

 

 

(13,453

)

 

 

16,331

 

Distributor contracts and relationships

 

 

4,793

 

 

 

(4,047

)

 

 

746

 

Non-compete agreements

 

 

6,685

 

 

 

(6,010

)

 

 

675

 

 

 

$

965,136

 

 

$

(610,584

)

 

 

354,552

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

 

 

 

 

 

 

 

 

 

375,386

 

Net identifiable intangible assets

 

 

 

 

 

 

 

 

 

$

729,938

 

 

December 31, 2015

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Intangible

Assets, Net

 

Definite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

475,776

 

 

$

(320,991

)

 

$

154,785

 

Patents and technology

 

 

446,854

 

 

 

(246,509

)

 

 

200,345

 

Trademarks and trade names

 

 

29,737

 

 

 

(12,695

)

 

 

17,042

 

Distributor contracts and relationships

 

 

4,693

 

 

 

(3,875

)

 

 

818

 

Non-compete agreements

 

 

6,607

 

 

 

(5,714

)

 

 

893

 

 

 

$

963,667

 

 

$

(589,784

)

 

$

373,883

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and trade names

 

 

 

 

 

 

 

 

 

 

375,162

 

Net identifiable intangible assets

 

 

 

 

 

 

 

 

 

$

749,045

 

 

10


 

Our definite lived intangible assets are being amortized using the straight line method over their remaining weighted average useful lives of 4.4 years for customer relationships, 7.6 years for patents and technology, 1.6 years for distributor contracts and relationships, 6.5 years for trademarks and trade names, and 1.7 years for non-compete agreements. Based on our amortizable intangible asset balance as of April 1, 2016, we estimate that amortization expense will be as follows for the next five years and thereafter (in thousands):

 

2016

 

$

56,974

 

2017

 

 

66,153

 

2018

 

 

57,930

 

2019

 

 

53,046

 

2020

 

 

37,075

 

Thereafter

 

 

83,374

 

 

 

$

354,552

 

 

 

6. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following (in thousands):

 

 

 

April 1,

2016

 

 

December 31,

2015

 

Accrued wages and related expenses

 

$

25,272

 

 

$

29,031

 

Accrued commissions

 

 

16,026

 

 

 

20,479

 

Accrued rebates

 

 

8,812

 

 

 

13,433

 

Accrued other taxes

 

 

2,981

 

 

 

4,196

 

Accrued professional expenses

 

 

4,604

 

 

 

3,164

 

Income taxes payable

 

 

1,409

 

 

 

1,612

 

Deferred tax liability

 

 

169

 

 

 

163

 

Other accrued liabilities

 

 

28,502

 

 

 

30,095

 

 

 

$

87,775

 

 

$

102,173

 

 

 

7. DERIVATIVE INSTRUMENTS

From time to time, we use derivative financial instruments to manage interest rate risk related to our variable rate credit facilities and risk related to foreign currency exchange rates. Our objective is to reduce the risk to earnings and cash flows associated with changes in interest rates and changes in foreign currency exchange rates. Before acquiring a derivative instrument to hedge a specific risk, we evaluate potential natural hedges. Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, and the availability, effectiveness and cost of derivative instruments. We do not use derivative instruments for speculative or trading purposes.

All derivatives, whether designated as hedging relationships or not, are recorded on the balance sheet at fair value. The fair value of our derivatives is determined through the use of models that consider various assumptions, including time value, yield curves and other relevant economic measures which are inputs that are classified as Level 2 in the fair value hierarchy. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on the intended use of the derivative and its resulting designation. Our interest rate cap agreements were designated as cash flow hedges, and accordingly, effective portions of changes in the fair value of the derivatives were recorded in accumulated other comprehensive income (loss) and subsequently reclassified into our Consolidated Statement of Operations when the hedged forecasted transaction affects income (loss). Ineffective portions of changes in the fair value of cash flow hedges are recognized in income (loss). Our foreign exchange contracts have not been designated as hedges, and accordingly, changes in the fair value of the derivatives are recorded in income (loss).

Interest Rate Cap Agreements. We utilize interest rate caps to manage the risk of unfavorable movements in interest rates on a portion of our outstanding floating rate loan balances. Our interest rate cap agreements were designated as cash flow hedges for accounting purposes, and the hedges were considered effective. As such, the effective portion of the gain or loss on the derivative instrument was reported as a component of accumulated other comprehensive income (loss) and reclassified into interest expense in our Consolidated Statement of Operations in the period in which it affected income (loss).

Foreign Exchange Rate Contracts. We utilize Mexican Peso (MXN) foreign exchange forward contracts to hedge a portion of our exposure to fluctuations in foreign exchange rates, as our Mexico-based manufacturing operations incur costs that are largely

11


 

denominated in MXN. As of April 1, 2016 we did not have any outstanding foreign currency exchange forward contracts. While our foreign exchange forward contracts act as economic hedges, we have not designated such instruments as hedges for accounting purposes. Therefore, gains and losses resulting from changes in the fair values of these derivative instruments are recorded in Other income (expense), net, in our accompanying Consolidated Statements of Operations.

 

The following table summarizes the fair value of derivative instruments in our Unaudited Condensed Consolidated Balance Sheets (in thousands):

 

 

 

Balance Sheet Location

 

April 1,

2016

 

 

December 31,

2015

 

Derivative Assets:

 

 

 

 

 

 

 

 

 

 

Interest rate cap agreements designated as cash flow

   hedges

 

Other long-term assets

 

$

 

 

$

1,313

 

Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

Interest rate cap agreements designated as cash flow

   hedges

 

Other current liabilities

 

$

692

 

 

$

282

 

Interest rate cap agreements designated as cash flow

   hedges

 

Other long-term liabilities

 

 

3,610

 

 

 

 

 

The following table summarizes the effect our derivative instruments have on our Unaudited Condensed Consolidated Statements of Operations (in thousands):

 

 

 

 

 

Three Months Ended

 

 

 

Location of gain (loss)

 

April 1,

2016

 

 

March 28,

2015

 

Interest rate cap agreements designated

   as cash flow hedges

 

Interest expense, net

 

$

10

 

 

$

 

Foreign exchange forward contracts not

   designated as hedges

 

Other income, net

 

$

 

 

$

4

 

 

 The pre-tax loss on derivative instruments designated as cash flow hedges recognized in other comprehensive income (loss) is presented below (in thousands):

 

 

 

Three Months Ended

 

 

 

April 1,

2016

 

 

March 28,

2015

 

Interest rate cap agreements designated as cash flow

   hedges

 

$

(5,391

)

 

$

 

 

 

8. FAIR VALUE MEASUREMENTS

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis (in thousands):

 

As of April 1, 2016

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Recorded

Balance

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap agreements designated

   as cash flow hedges

 

$

 

 

$

4,302

 

 

$