SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2014 |
SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 20. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
DJOFL and its direct wholly owned subsidiary, DJO Finco, jointly issued the 9.75% Notes, 7.75% Notes, 8.75% Notes and the 9.875% Notes. DJO Finco was formed solely to act as a co-issuer of the notes, has only nominal assets and does not conduct any operations. The Indentures generally prohibit DJO Finco from holding any assets, becoming liable for any obligations or engaging in any business activity. |
The 8.75% Notes are jointly and severally, fully and unconditionally guaranteed, on a senior secured basis by all of DJOFL’s domestic subsidiaries (other than the co-issuer) that are 100% owned, directly or indirectly, by DJOFL (the Guarantors). The 9.875% Notes and the 7.75% Notes are jointly and severally, fully and unconditionally guaranteed, on an unsecured senior basis by the Guarantors. The 9.75% Notes are jointly and severally, fully and unconditionally guaranteed, on an unsecured senior subordinated basis by the Guarantors. Our foreign subsidiaries (the Non-Guarantors) do not guarantee the notes. |
The following tables present the financial position, results of operations and cash flows of DJOFL, the Guarantors, the Non-Guarantors and certain eliminations for the periods presented. |
|
DJO Finance LLC |
Condensed Consolidating Balance Sheets |
As of December 31, 2014 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 12,958 | | | $ | 3 | | | $ | 18,183 | | | $ | — | | | $ | 31,144 | |
Accounts receivable, net | | | — | | | | 140,782 | | | | 47,278 | | | | — | | | | 188,060 | |
Inventories, net | | | — | | | | 145,046 | | | | 31,134 | | | | (840 | ) | | | 175,340 | |
Deferred tax assets, net | | | — | | | | 24,351 | | | | 247 | | | | — | | | | 24,598 | |
Prepaid expenses and other current assets | | | 160 | | | | 11,464 | | | | 5,548 | | | | — | | | | 17,172 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 13,118 | | | | 321,646 | | | | 102,390 | | | | (840 | ) | | | 436,314 | |
Property and equipment, net | | | — | | | | 106,191 | | | | 14,071 | | | | (155 | ) | | | 120,107 | |
Goodwill | | | — | | | | 1,066,479 | | | | 109,260 | | | | (34,551 | ) | | | 1,141,188 | |
Intangible assets, net | | | — | | | | 853,023 | | | | 15,008 | | | | — | | | | 868,031 | |
Investment in subsidiaries | | | 1,297,699 | | | | 1,686,557 | | | | 56,572 | | | | (3,040,828 | ) | | | — | |
Intercompany receivables | | | 836,759 | | | | — | | | | — | | | | (836,759 | ) | | | — | |
Other non-current assets | | | 28,632 | | | | 1,822 | | | | 2,399 | | | | — | | | | 32,853 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,176,208 | | | $ | 4,035,718 | | | $ | 299,700 | | | $ | (3,913,133 | ) | | $ | 2,598,493 | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and (Deficit) Equity | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 50,590 | | | $ | 12,370 | | | $ | — | | | $ | 62,960 | |
Current portion of debt obligations | | | 8,912 | | | | — | | | | 63 | | | | — | | | | 8,975 | |
Other current liabilities | | | 29,589 | | | | 70,073 | | | | 29,083 | | | | — | | | | 128,745 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 38,501 | | | | 120,663 | | | | 41,516 | | | | — | | | | 200,680 | |
Long-term debt obligations | | | 2,261,941 | | | | — | | | | — | | | | — | | | | 2,261,941 | |
Deferred tax liabilities, net | | | — | | | | 237,813 | | | | 5,310 | | | | — | | | | 243,123 | |
Intercompany payables, net | | | — | | | | 552,612 | | | | 135,833 | | | | (688,445 | ) | | | — | |
Other long-term liabilities | | | — | | | | 12,243 | | | | 2,122 | | | | — | | | | 14,365 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 2,300,442 | | | | 923,331 | | | | 184,781 | | | | (688,445 | ) | | | 2,720,109 | |
Noncontrolling interests | | | — | | | | — | | | | 2,618 | | | | — | | | | 2,618 | |
Total membership (deficit) equity | | | (124,234 | ) | | | 3,112,387 | | | | 112,301 | | | | (3,224,688 | ) | | | (124,234 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and (deficit) equity | | $ | 2,176,208 | | | $ | 4,035,718 | | | $ | 299,700 | | | $ | (3,913,133 | ) | | $ | 2,598,493 | |
| | | | | | | | | | | | | | | | | | | | |
|
DJO Finance LLC |
Condensed Consolidating Statements of Operations |
For the Year Ended December 31, 2014 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net sales | | $ | — | | | $ | 1,059,241 | | | $ | 318,849 | | | $ | (148,924 | ) | | $ | 1,229,166 | |
Costs and operating expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of sales (exclusive of amortization of intangible assets of $34,368) | | | — | | | | 433,692 | | | | 230,721 | | | | (169,016 | ) | | | 495,397 | |
Selling, general and administrative | | | — | | | | 398,491 | | | | 100,714 | | | | — | | | | 499,205 | |
Research and development | | | — | | | | 33,525 | | | | 4,245 | | | | (28 | ) | | | 37,742 | |
Amortization of intangible assets | | | — | | | | 89,172 | | | | 3,899 | | | | — | | | | 93,071 | |
| | | | | | | | | | | | | | | | | | | | |
| | | — | | | | 954,880 | | | | 339,579 | | | | (169,044 | ) | | | 1,125,415 | |
| | | | | | | | | | | | | | | | | | | | |
Operating (loss) income | | | — | | | | 104,361 | | | | (20,730 | ) | | | 20,120 | | | | 103,751 | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | | |
Interest (expense) income, net | | | (174,309 | ) | | | 128 | | | | (110 | ) | | | — | | | | (174,291 | ) |
Loss on modification of debt | | | (938 | ) | | | — | | | | — | | | | — | | | | (938 | ) |
Other income (expense), net | | | — | | | | (277 | ) | | | (4,917 | ) | | | — | | | | (5,194 | ) |
Intercompany income (expense), net | | | — | | | | (14,848 | ) | | | 24,037 | | | | (9,189 | ) | | | — | |
Equity in loss of subsidiaries, net | | | 84,713 | | | | — | | | | — | | | | (84,713 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | (90,534 | ) | | | (14,997 | ) | | | 19,010 | | | | (93,902 | ) | | | (180,423 | ) |
| | | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | (90,534 | ) | | | 89,364 | | | | (1,720 | ) | | | (73,782 | ) | | | (76,672 | ) |
Income tax benefit (provision) | | | — | | | | (8,638 | ) | | | (4,252 | ) | | | — | | | | (12,890 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (90,534 | ) | | | 80,726 | | | | (5,972 | ) | | | (73,782 | ) | | | (89,562 | ) |
Net income attributable to noncontrolling interests | | | — | | | | — | | | | (972 | ) | | | — | | | | (972 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income attributable to DJOFL | | $ | (90,534 | ) | | $ | 80,726 | | | $ | (6,944 | ) | | $ | (73,782 | ) | | $ | (90,534 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
DJO Finance LLC |
Condensed Consolidating Statements of Comprehensive Loss |
For the Year Ended December 31, 2014 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net (loss) income | | $ | (90,534 | ) | | $ | 80,726 | | | $ | (5,972 | ) | | $ | (73,782 | ) | | $ | (89,562 | ) |
Other comprehensive income, net of taxes: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments, net of tax benefit of $3,871 | | | — | | | | — | | | | (13,167 | ) | | | — | | | | (13,167 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | — | | | | — | | | | (13,167 | ) | | | — | | | | (13,167 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) income | | | (90,534 | ) | | | 80,726 | | | | (19,139 | ) | | | (73,782 | ) | | | (102,729 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | (591 | ) | | | — | | | | (591 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) income attributable to DJO Finance LLC | | $ | (90,534 | ) | | $ | 80,726 | | | $ | (19,730 | ) | | $ | (73,782 | ) | | $ | (103,320 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
DJO Finance LLC |
Condensed Consolidating Statements of Cash Flows |
For the Year Ended December 31, 2014 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Cash Flows From Operating Activities: | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (90,534 | ) | | $ | 80,726 | | | $ | (5,972 | ) | | $ | (73,782 | ) | | $ | (89,562 | ) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | — | | | | 29,653 | | | | 6,265 | | | | (179 | ) | | | 35,739 | |
Amortization of intangible assets | | | — | | | | 89,172 | | | | 3,899 | | | | — | | | | 93,071 | |
Amortization of debt issuance costs and non-cash interest expense | | | 8,692 | | | | — | | | | — | | | | — | | | | 8,692 | |
Loss on modification and extinguishment of debt | | | 938 | | | | — | | | | — | | | | — | | | | 938 | |
Stock-based compensation expense | | | — | | | | 1,869 | | | | — | | | | — | | | | 1,869 | |
(Gain) loss on disposal of assets, net | | | — | | | | (948 | ) | | | 105 | | | | — | | | | (843 | ) |
Deferred income tax expense (benefit) | | | — | | | | 8,450 | | | | (1,104 | ) | | | (988 | ) | | | 6,358 | |
Equity in loss of subsidiaries, net | | | (84,713 | ) | | | — | | | | — | | | | 84,713 | | | | — | |
Changes in operating assets and liabilities, net of acquired assets and liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable | | | — | | | | 338 | | | | (7,609 | ) | | | — | | | | (7,271 | ) |
Inventories | | | — | | | | (13,212 | ) | | | 12,746 | | | | (20,065 | ) | | | (20,531 | ) |
Prepaid expenses and other assets | | | — | | | | 6,504 | | | | 4,851 | | | | (291 | ) | | | 11,064 | |
Accounts payable and other current liabilities | | | (83 | ) | | | 3,376 | | | | 1,618 | | | | 2,052 | | | | 6,963 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | | (165,700 | ) | | | 205,928 | | | | 14,799 | | | | (8,540 | ) | | | 46,487 | |
| | | | | |
Cash Flows From Investing Activities: | | | | | | | | | | | | | | | | | | | | |
Cash paid in connection with acquisitions, net of cash acquired | | | — | | | | — | | | | (4,587 | ) | | | — | | | | (4,587 | ) |
Purchases of property and equipment | | | — | | | | (46,321 | ) | | | (6,597 | ) | | | 125 | | | | (52,793 | ) |
Other investing activities, net | | | — | | | | (676 | ) | | | (362 | ) | | | — | | | | (1,038 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by investing activities | | | — | | | | (46,997 | ) | | | (11,546 | ) | | | 125 | | | | (58,418 | ) |
| | | | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | | | | | | | | |
Intercompany | | | 149,870 | | | | (153,596 | ) | | | (4,687 | ) | | | 8,413 | | | | — | |
Proceeds from issuance of debt | | | 1,000,294 | | | | — | | | | — | | | | — | | | | 1,000,294 | |
Repayments of debt obligations | | | (990,085 | ) | | | — | | | | (134 | ) | | | — | | | | (990,219 | ) |
Payment of debt issuance, modification and extinguishment costs | | | (1,812 | ) | | | — | | | | — | | | | — | | | | (1,812 | ) |
Investment by parent | | | 22 | | | | — | | | | — | | | | — | | | | 22 | |
Payment of contingent consideration | | | — | | | | (5,690 | ) | | | — | | | | — | | | | (5,690 | ) |
Cancellation of vested options | | | (2,001 | ) | | | — | | | | — | | | | — | | | | (2,001 | ) |
Dividend paid by subsidiary to owners of noncontrolling interests | | | — | | | | — | | | | (617 | ) | | | — | | | | (617 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 156,288 | | | | (159,286 | ) | | | (5,438 | ) | | | 8,413 | | | | (23 | ) |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | (480 | ) | | | — | | | | (480 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | | | (9,412 | ) | | | (355 | ) | | | (2,665 | ) | | | (2 | ) | | | (12,434 | ) |
Cash and cash equivalents, beginning of year | | | 22,370 | | | | 358 | | | | 20,848 | | | | 2 | | | | 43,578 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of year | | $ | 12,958 | | | $ | 3 | | | $ | 18,183 | | | $ | — | | | $ | 31,144 | |
| | | | | | | | | | | | | | | | | | | | |
|
DJO Finance LLC |
Condensed Consolidating Balance Sheets |
As of December 31, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 22,370 | | | $ | 358 | | | $ | 20,848 | | | $ | 2 | | | $ | 43,578 | |
Accounts receivable, net | | | — | | | | 141,121 | | | | 43,967 | | | | — | | | | 185,088 | |
Inventories, net | | | — | | | | 126,529 | | | | 33,439 | | | | (4,985 | ) | | | 154,983 | |
Deferred tax assets, net | | | — | | | | 27,286 | | | | 241 | | | | — | | | | 27,527 | |
Prepaid expenses and other current assets | | | 160 | | | | 16,469 | | | | 10,596 | | | | 726 | | | | 27,951 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 22,530 | | | | 311,763 | | | | 109,091 | | | | (4,257 | ) | | | 439,127 | |
Property and equipment, net | | | — | | | | 93,229 | | | | 14,834 | | | | (234 | ) | | | 107,829 | |
Goodwill | | | — | | | | 1,066,479 | | | | 121,998 | | | | (39,146 | ) | | | 1,149,331 | |
Intangible assets, net | | | — | | | | 941,550 | | | | 17,443 | | | | — | | | | 958,993 | |
Investment in subsidiaries | | | 1,297,699 | | | | 1,686,557 | | | | 62,344 | | | | (3,046,600 | ) | | | — | |
Intercompany receivables | | | 911,630 | | | | — | | | | — | | | | (911,630 | ) | | | — | |
Other non-current assets | | | 35,675 | | | | 1,828 | | | | 1,996 | | | | — | | | | 39,499 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,267,534 | | | $ | 4,101,406 | | | $ | 327,706 | | | $ | (4,001,867 | ) | | $ | 2,694,779 | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and (Deficit) Equity | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 45,639 | | | $ | 10,736 | | | $ | (1 | ) | | $ | 56,374 | |
Current portion of debt obligations | | | 8,620 | | | | — | | | | — | | | | — | | | | 8,620 | |
Other current liabilities | | | 29,673 | | | | 77,220 | | | | 31,564 | | | | 697 | | | | 139,154 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 38,293 | | | | 122,859 | | | | 42,300 | | | | 696 | | | | 204,148 | |
Long-term debt obligations | | | 2,251,167 | | | | — | | | | — | | | | — | | | | 2,251,167 | |
Deferred tax liabilities, net | | | — | | | | 236,230 | | | | 5,798 | | | | — | | | | 242,028 | |
Intercompany payables, net | | | — | | | | 693,513 | | | | 143,637 | | | | (837,150 | ) | | | — | |
Other long-term liabilities | | | — | | | | 13,820 | | | | 2,898 | | | | — | | | | 16,718 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 2,289,460 | | | | 1,066,422 | | | | 194,633 | | | | (836,454 | ) | | | 2,714,061 | |
Noncontrolling interests | | | — | | | | — | | | | 2,644 | | | | — | | | | 2,644 | |
Total membership (deficit) equity | | | (21,926 | ) | | | 3,034,984 | | | | 130,429 | | | | (3,165,413 | ) | | | (21,926 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and (deficit) equity | | $ | 2,267,534 | | | $ | 4,101,406 | | | $ | 327,706 | | | $ | (4,001,867 | ) | | $ | 2,694,779 | |
| | | | | | | | | | | | | | | | | | | | |
|
DJO Finance LLC |
Condensed Consolidating Statements of Operations |
For the Year Ended December 31, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Net sales | | $ | — | | | $ | 1,026,249 | | | $ | 282,317 | | | $ | (133,109 | ) | | $ | 1,175,457 | |
Costs and operating expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of sales (exclusive of amortization of intangible assets of $35,125) | | | — | | | | 426,889 | | | | 191,135 | | | | (146,359 | ) | | | 471,665 | |
Selling, general and administrative | | | — | | | | 383,961 | | | | 94,022 | | | | 7 | | | | 477,990 | |
Research and development | | | — | | | | 29,621 | | | | 3,577 | | | | 23 | | | | 33,221 | |
Amortization of intangible assets | | | — | | | | 90,170 | | | | 5,369 | | | | — | | | | 95,539 | |
Impairment of goodwill | | | — | | | | 102,000 | | | | — | | | | — | | | | 102,000 | |
Impairment of intangible assets | | | — | | | | 4,600 | | | | — | | | | — | | | | 4,600 | |
| | | | | | | | | | | | | | | | | | | | |
| | | — | | | | 1,037,241 | | | | 294,103 | | | | (146,329 | ) | | | 1,185,015 | |
| | | | | | | | | | | | | | | | | | | | |
Operating (loss) income | | | — | | | | (10,992 | ) | | | (11,786 | ) | | | 13,220 | | | | (9,558 | ) |
| | | | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | | |
Interest (expense) income, net | | | (177,570 | ) | | | 109 | | | | (81 | ) | | | — | | | | (177,542 | ) |
Loss on modification and extinguishment of debt | | | (1,059 | ) | | | — | | | | — | | | | — | | | | (1,059 | ) |
Other income (expense), net | | | — | | | | (315 | ) | | | (10,684 | ) | | | 9,712 | | | | (1,287 | ) |
Intercompany income (expense), net | | | — | | | | 4,379 | | | | 17,799 | | | | (22,178 | ) | | | — | |
Equity in (loss) income of subsidiaries, net | | | (24,823 | ) | | | — | | | | — | | | | 24,823 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | (203,452 | ) | | | 4,173 | | | | 7,034 | | | | 12,357 | | | | (179,888 | ) |
| | | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | (203,452 | ) | | | (6,819 | ) | | | (4,752 | ) | | | 25,577 | | | | (189,446 | ) |
Income tax provision | | | — | | | | (7,828 | ) | | | (5,288 | ) | | | — | | | | (13,116 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (203,452 | ) | | | (14,647 | ) | | | (10,040 | ) | | | 25,577 | | | | (202,562 | ) |
Net income attributable to noncontrolling interests | | | — | | | | — | | | | (890 | ) | | | — | | | | (890 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income attributable to DJOFL | | $ | (203,452 | ) | | $ | (14,647 | ) | | $ | (10,930 | ) | | $ | 25,577 | | | $ | (203,452 | ) |
| | | | | | | | | | | | | | | | | | | | |
DJO Finance LLC |
Condensed Consolidating Statements of Comprehensive Loss |
For the Year Ended December 31, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Net (loss) income | | $ | (203,452 | ) | | $ | (14,647 | ) | | $ | (10,040 | ) | | $ | 25,577 | | | $ | (202,562 | ) |
Other comprehensive income, net of taxes: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments, net of tax provision of $1,212 | | | — | | | | — | | | | 19 | | | | — | | | | 19 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | — | | | | — | | | | 19 | | | | — | | | | 19 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) income | | | (203,452 | ) | | | (14,647 | ) | | | (10,021 | ) | | | 25,577 | | | | (202,543 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | (1,010 | ) | | | — | | | | (1,010 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) income attributable to DJO Finance LLC | | $ | (203,452 | ) | | $ | (14,647 | ) | | $ | (11,031 | ) | | $ | 25,577 | | | $ | (203,553 | ) |
| | | | | | | | | | | | | | | | | | | | |
DJO Finance LLC |
Condensed Consolidating Statements of Cash Flows |
For the Year Ended December 31, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (203,452 | ) | | $ | (14,647 | ) | | $ | (10,040 | ) | | $ | 25,577 | | | $ | (202,562 | ) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | — | | | | 28,002 | | | | 5,383 | | | | (258 | ) | | | 33,127 | |
Amortization of intangible assets | | | — | | | | 90,170 | | | | 5,369 | | | | — | | | | 95,539 | |
Amortization of debt issuance costs and non-cash interest expense | | | 8,012 | | | | — | | | | — | | | | — | | | | 8,012 | |
Loss on modification and extinguishment of debt | | | 1,059 | | | | — | | | | — | | | | — | | | | 1,059 | |
Stock-based compensation expense | | | — | | | | 2,155 | | | | — | | | | — | | | | 2,155 | |
Impairment of goodwill | | | — | | | | 102,000 | | | | — | | | | — | | | | 102,000 | |
Impairment of intangible assets | | | — | | | | 4,600 | | | | — | | | | — | | | | 4,600 | |
Loss on disposal of assets, net | | | — | | | | 424 | | | | 684 | | | | — | | | | 1,108 | |
Deferred income tax expense (benefit) | | | — | | | | 5,824 | | | | (1,233 | ) | | | 147 | | | | 4,738 | |
Equity in income of subsidiaries, net | | | 24,823 | | | | — | | | | — | | | | (24,823 | ) | | | — | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable | | | — | | | | (11,533 | ) | | | (6,332 | ) | | | — | | | | (17,865 | ) |
Inventories | | | — | | | | 5,799 | | | | 7,738 | | | | (9,064 | ) | | | 4,473 | |
Prepaid expenses and other assets | | | — | | | | (1,076 | ) | | | (7,368 | ) | | | (311 | ) | | | (8,755 | ) |
Accounts payable and other current liabilities | | | (1,839 | ) | | | (2,863 | ) | | | 7,597 | | | | (744 | ) | | | 2,151 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | | (171,397 | ) | | | 208,855 | | | | 1,798 | | | | (9,476 | ) | | | 29,780 | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | | | | | |
Cash paid in connection with acquisitions, net of cash acquired | | | — | | | | (192 | ) | | | (1,761 | ) | | | — | | | | (1,953 | ) |
Purchases of property and equipment | | | — | | | | (29,158 | ) | | | (8,310 | ) | | | (16 | ) | | | (37,484 | ) |
Other investing activities, net | | | — | | | | (1,239 | ) | | | (387 | ) | | | — | | | | (1,626 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | (30,589 | ) | | | (10,458 | ) | | | (16 | ) | | | (41,063 | ) |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | | | | | |
Intercompany | | | 156,598 | | | | (181,030 | ) | | | 14,944 | | | | 9,488 | | | | — | |
Proceeds from issuance of debt | | | 549,417 | | | | — | | | | — | | | | — | | | | 549,417 | |
Repayments of debt obligations | | | (523,037 | ) | | | — | | | | — | | | | — | | | | (523,037 | ) |
Payment of debt issuance costs | | | (2,387 | ) | | | — | | | | — | | | | — | | | | (2,387 | ) |
Dividend paid by subsidiary to owners of noncontrolling interest | | | — | | | | — | | | | (684 | ) | | | — | | | | (684 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 180,591 | | | | (181,030 | ) | | | 14,260 | | | | 9,488 | | | | 23,309 | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | 329 | | | | — | | | | 329 | |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 9,194 | | | | (2,764 | ) | | | 5,929 | | | | (4 | ) | | | 12,355 | |
Cash and cash equivalents at beginning of period | | | 13,176 | | | | 3,122 | | | | 14,919 | | | | 6 | | | | 31,223 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 22,370 | | | $ | 358 | | | $ | 20,848 | | | $ | 2 | | | $ | 43,578 | |
| | | | | | | | | | | | | | | | | | | | |
DJO Finance LLC |
Condensed Consolidating Statements of Operations |
For the Year Ended December 31, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net sales | | $ | — | | | $ | 976,874 | | | $ | 265,137 | | | $ | (112,591 | ) | | $ | 1,129,420 | |
Costs and operating expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of sales (exclusive of amortization of intangible assets of $38,355) | | | — | | | | 392,369 | | | | 178,626 | | | | (127,136 | ) | | | 443,859 | |
Selling, general and administrative | | | — | | | | 377,086 | | | | 83,021 | | | | 4 | | | | 460,111 | |
Research and development | | | — | | | | 23,600 | | | | 4,292 | | | | — | | | | 27,892 | |
Amortization of intangible assets | | | — | | | | 93,038 | | | | 4,205 | | | | — | | | | 97,243 | |
Impairment of intangible assets | | | — | | | | — | | | | 7,397 | | | | — | | | | 7,397 | |
| | | | | | | | | | | | | | | | | | | | |
| | | — | | | | 886,093 | | | | 277,541 | | | | (127,132 | ) | | | 1,036,502 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | — | | | | 90,781 | | | | (12,404 | ) | | | 14,541 | | | | 92,918 | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | | |
Interest (expense) income, net | | | (182,909 | ) | | | 93 | | | | (38 | ) | | | — | | | | (182,854 | ) |
Loss on modification of debt | | | (36,889 | ) | | | — | | | | — | | | | — | | | | (36,889 | ) |
Other income, net | | | — | | | | 2,453 | | | | 1,100 | | | | — | | | | 3,553 | |
Intercompany (expense) income, net | | | — | | | | (1,297 | ) | | | 10,584 | | | | (9,287 | ) | | | — | |
Equity in income of subsidiaries, net | | | 100,648 | | | | — | | | | — | | | | (100,648 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | (119,150 | ) | | | 1,249 | | | | 11,646 | | | | (109,935 | ) | | | (216,190 | ) |
| | | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | (119,150 | ) | | | 92,030 | | | | (758 | ) | | | (95,394 | ) | | | (123,272 | ) |
Income tax benefit (provision) | | | — | | | | 8,333 | | | | (3,429 | ) | | | — | | | | 4,904 | |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (119,150 | ) | | | 100,363 | | | | (4,187 | ) | | | (95,394 | ) | | | (118,368 | ) |
Net income attributable to noncontrolling interests | | | — | | | | — | | | | (782 | ) | | | — | | | | (782 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income attributable to DJOFL | | $ | (119,150 | ) | | $ | 100,363 | | | $ | (4,969 | ) | | $ | (95,394 | ) | | $ | (119,150 | ) |
| | | | | | | | | | | | | | | | | | | | |
DJO Finance LLC |
Condensed Consolidating Statements of Comprehensive Loss |
For the Year Ended December 31, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Net (loss) income | | $ | (119,150 | ) | | $ | 100,363 | | | $ | (4,187 | ) | | $ | (95,394 | ) | | $ | (118,368 | ) |
Other comprehensive income, net of taxes: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments, net of tax provision of $1,386 | | | — | | | | — | | | | 1,108 | | | | — | | | | 1,108 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | — | | | | — | | | | 1,108 | | | | — | | | | 1,108 | |
Comprehensive (loss) income | | | (119,150 | ) | | | 100,363 | | | | (3,079 | ) | | | (95,394 | ) | | | (117,260 | ) |
Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | (824 | ) | | | — | | | | (824 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) income attributable to DJO Finance LLC | | $ | (119,150 | ) | | $ | 100,363 | | | $ | (3,903 | ) | | $ | (95,394 | ) | | $ | (118,084 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
DJO Finance LLC |
Condensed Consolidating Statements of Cash Flows |
For the Year Ended December 31, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | DJOFL | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Cash Flows From Operating Activities: | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (119,150 | ) | | $ | 100,363 | | | $ | (4,187 | ) | | $ | (95,394 | ) | | $ | (118,368 | ) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | — | | | | 25,529 | | | | 5,049 | | | | (362 | ) | | | 30,216 | |
Amortization of intangible assets | | | — | | | | 93,038 | | | | 4,205 | | | | — | | | | 97,243 | |
Amortization of debt issuance costs and non-cash interest expense | | | 9,732 | | | | — | | | | — | | | | — | | | | 9,732 | |
Stock-based compensation expense | | | — | | | | 2,339 | | | | — | | | | — | | | | 2,339 | |
Loss on disposal of assets, net | | | — | | | | 1,098 | | | | 588 | | | | — | | | | 1,686 | |
Impairment of intangible assets | | | — | | | | — | | | | 7,397 | | | | — | | | | 7,397 | |
Deferred income benefit | | | — | | | | (8,493 | ) | | | (3,088 | ) | | | — | | | | (11,581 | ) |
Equity in (income) loss of subsidiaries, net | | | (100,648 | ) | | | — | | | | — | | | | 100,648 | | | | — | |
Loss on modification and extinguishment of debt | | | 36,889 | | | | — | | | | — | | | | — | | | | 36,889 | |
Changes in operating assets and liabilities, net of acquired assets and liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable | | | — | | | | (4,491 | ) | | | (2,773 | ) | | | — | | | | (7,264 | ) |
Inventories | | | — | | | | (18,687 | ) | | | 9,725 | | | | (12,975 | ) | | | (21,937 | ) |
Prepaid expenses and other assets | | | — | | | | 1,108 | | | | 169 | | | | 36 | | | | 1,313 | |
Accounts payable and other current liabilities | | | 10,648 | | | | 9,675 | | | | (5,420 | ) | | | 2,051 | | | | 16,954 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | | (162,529 | ) | | | 201,479 | | | | 11,665 | | | | (5,996 | ) | | | 44,619 | |
Cash Flows From Investing Activities: | | | | | | | | | | | | | | | | | | | | |
Cash paid in connection with acquisitions, net of cash acquired | | | — | | | | (29,909 | ) | | | — | | | | — | | | | (29,909 | ) |
Purchases of property and equipment | | | — | | | | (27,929 | ) | | | (5,008 | ) | | | (13 | ) | | | (32,950 | ) |
Other investing activities, net | | | — | | | | (1,106 | ) | | | — | | | | — | | | | (1,106 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | (58,944 | ) | | | (5,008 | ) | | | (13 | ) | | | (63,965 | ) |
Cash Flows From Financing Activities: | | | | | | | | | | | | | | | | | | | | |
Intercompany | | | 149,292 | | | | (141,153 | ) | | | (14,153 | ) | | | 6,014 | | | | — | |
Proceeds from issuance of debt | | | 1,342,450 | | | | — | | | | — | | | | — | | | | 1,342,450 | |
Repayments of debt obligations | | | (1,276,007 | ) | | | (38 | ) | | | — | | | | — | | | | (1,276,045 | ) |
Payment of debt issuance, modification and extinguishment costs | | | (55,827 | ) | | | — | | | | — | | | | — | | | | (55,827 | ) |
Investment by parent | | | 2,000 | | | | — | | | | — | | | | — | | | | 2,000 | |
Exercise of indirect parent stock options | | | 24 | | | | — | | | | — | | | | — | | | | 24 | |
Dividend paid by subsidiary to owners of noncontrolling interests | | | — | | | | — | | | | (649 | ) | | | — | | | | (649 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 161,932 | | | | (141,191 | ) | | | (14,802 | ) | | | 6,014 | | | | 11,953 | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | 447 | | | | — | | | | 447 | |
| | | | | | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (597 | ) | | | 1,344 | | | | (7,698 | ) | | | 5 | | | | (6,946 | ) |
Cash and cash equivalents, beginning of year | | | 13,773 | | | | 1,778 | | | | 22,617 | | | | 1 | | | | 38,169 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of year | | $ | 13,176 | | | $ | 3,122 | | | $ | 14,919 | | | $ | 6 | | | $ | 31,223 | |
| | | | | | | | | | | | | | | | | | | | |