XML 27 R9.htm IDEA: XBRL DOCUMENT v3.7.0.1
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS
12 Months Ended
Dec. 31, 2014
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS  
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE B - RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

 

This Annual Report on Form 10-K for the year ended December 31, 2014 includes audited consolidated financial statements for the years ended December 31, 2014, 2013 and 2012.  The consolidated balance sheet as of December 31, 2013 and the consolidated statements of operations and comprehensive income for the years ended December 31, 2013 and 2012 have been restated.  The consolidated statements of changes in shareholders’ equity and the consolidated statements of cash flows for the years ended December 31, 2013 and 2012 have also been restated primarily to reflect the correction of misstatements to the consolidated balance sheets and consolidated statements of operations and comprehensive income.  The Company has also corrected certain disclosures within the consolidated financial statements.

 

Restatement Background

 

During and subsequent to the preparation of our Quarterly Report on Form 10-Q for the third quarter of 2014 (which was not filed), misstatements were identified in our previously issued consolidated financial statements.  In response, an extensive accounting review was initiated by the Company, which included an investigation conducted by the Audit Committee of the Board of Directors into the circumstances surrounding the misstatements.  This investigation concluded that, based on evidence uncovered in the investigation, it is more likely than not that certain former employees and officers, including in some instances the former Chief Financial Officer and former Chief Accounting Officer, engaged in inappropriate historical accounting practices relating to management estimates and certain accruals.  Additionally, in connection with the accounting review, the Company identified numerous material weaknesses in its internal control over financial reporting, described in further detail in Item 9A, “Controls and Procedures,” contained in this Annual Report on Form 10-K.  As a result of these misstatements, the Company has restated its consolidated financial statements for the following periods in accordance with ASC 250, Accounting Changes and Error Corrections (the “restated consolidated financial statements”):

 

·

As of and for the three months ended March 31, 2014 and as of and for the three and six months ended June 30, 2014 (unaudited);

 

·

As of and for the year ended December 31, 2013; as well as all interim periods for the year ended December 31, 2013 (unaudited); and

 

·

For the year ended December 31, 2012;

 

The restated interim financial information is included in Note W - “Quarterly Financial Information (Unaudited).”

 

Summary impact of restatement adjustments to previously reported financial information

 

The following tables summarize the cumulative impacts of the primary restatement adjustments on previously reported retained earnings as of December 31, 2013, 2012, and 2011.  We have also presented their impact to the restated consolidated income from operations before income taxes for the years ended December 31, 2013 and 2012.  After the descriptions of the restatement adjustments, full consolidated financial statement tables separately present the impact of the restatement adjustments, the reclassification of certain expenses, and the recognition of discontinued operations to the previously reported consolidated financial statements.  Additionally, a separate set of tables present the individual impact of the more prominent cumulative restatement adjustments to the previously reported consolidated statements of operations and comprehensive income for the years ended December 31, 2013 and 2012.

 

 

 

As of December 31,

 

(in thousands)

 

2013

 

2012

 

2011

 

As previously reported - Retained Earnings

 

$

288,813

 

$

225,229

 

$

161,537

 

Inventory valuation

 

(61,323

)

(51,275

)

(39,907

)

Allowance for disallowed revenue and doubtful accounts

 

(28,301

)

(14,997

)

(12,952

)

Property, plant and equipment, net

 

(11,311

)

(10,489

)

(8,214

)

Real property leases

 

(7,542

)

(6,681

)

(5,031

)

All other restatement adjustments

 

(32,113

)

(24,013

)

(17,332

)

 

 

 

 

 

 

 

 

Total restatement adjustments

 

(140,590

)

(107,455

)

(83,436

)

 

 

 

 

 

 

 

 

Tax effect of restatement adjustments

 

49,302

 

39,240

 

30,889

 

 

 

 

 

 

 

 

 

As restated - Retained Earnings

 

$

197,525

 

$

157,014

 

$

108,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

(in thousands)

 

2013

 

2012

 

As previously reported - Income before Income Taxes

 

$

100,744

 

$

98,169

 

Inventory valuation

 

(10,048

)

(11,368

)

Allowance for disallowed revenue and doubtful accounts

 

(13,304

)

(2,045

)

Property, plant and equipment, net

 

(822

)

(2,275

)

Real property leases

 

(861

)

(1,650

)

All other restatement adjustments

 

(8,100

)

(6,681

)

 

 

 

 

 

 

Total restatement adjustments

 

(33,135

)

(24,019

)

 

 

 

 

 

 

Restated Income before Income Taxes

 

67,609

 

74,150

 

Adjustment for loss from discontinued operations

 

8,725

 

315

 

 

 

 

 

 

 

As restated - Income from Continuing Operations before Income Taxes

 

$

76,334

 

$

74,465

 

 

 

 

 

 

 

 

 

 

Descriptions of Restatement Adjustments

 

The categories of misstatements and their impact on previously reported consolidated financial statements for 2013 and 2012 annual periods are described below.

 

a.

Inventory Valuation - The Company has identified misstatements in its historical inventory valuations.  The misstatements related primarily to the valuation of work-in-process inventory (“WIP”), and included intentional misstatements that had the effect of overstating the number of items in WIP, the relative stages of completion of WIP and the overall valuation of WIP.  The Company’s valuation of WIP requires the use of various estimates.  Other misstatements included not reducing raw materials and WIP for vendor rebates and not ensuring inventory is recorded at the lower of cost or market.  Refer to further discussions regarding inventory valuation in Note C - “Significant Accounting Policies.”  The misstatements overstated previously reported income from operations before taxes by approximately $10.0 million and $11.4 million for the years ended December 31, 2013 and 2012, respectively.  The cumulative pre-tax misstatement was a decrease to retained earnings of $61.3 million as of December 31, 2013.

 

b.

Allowance for Disallowed Revenue and Doubtful Accounts - The historical estimates of allowances for disallowed revenue and doubtful accounts did not sufficiently consider changes to the Company’s collection experience or differentiate between payor types.  When preparing its estimates, the Company inappropriately relied upon aggregate averages of prior periods’ collections experience from varying numbers of older historical periods.  The Company did not timely recognize adverse changes in its collection experience, and did not consider likely write-offs of residual receivable balances, as well as consider differences in collection patterns between payor types and aging categories.  Additionally, misstatements in the classification of bad debt expense have been corrected and are presented as disallowed revenue.  Refer to further discussion regarding allowances for disallowed revenue and doubtful accounts in Note E - “Accounts Receivable, Net”  The misstatements overstated previously reported income from operations before taxes by approximately $13.3 million and $2.0 million for the years ended December 31, 2013 and 2012, respectively.  The cumulative pre-tax misstatement was a decrease to retained earnings of $28.3 million as of December 31, 2013.

 

c.

Property, Plant and Equipment, net - During the periods covered by the restated consolidated financial statements, misstatements occurred in the Company’s accounting for property, plant and equipment.  These misstatements included improper capitalization of certain labor associated with internal-use software and improper capitalization into property, plant and equipment costs that should have been expensed.  The Company also found misstatements in the commencement of depreciation of its fixed assets and not recording disposals on a timely basis.  Misstatements regarding leasehold improvement related items, which are recorded in property, plant and equipment in the financial statements, are included in the real property lease adjustment below.  The misstatements overstated previously reported income from operations before taxes by approximately $0.8 million and $2.3 million for the years ended December 31, 2013 and 2012, respectively.  The cumulative pre-tax misstatement was a decrease to retained earnings of $11.3 million as of December 31, 2013.

 

d.

Real Property Leases - The Company did not properly apply real property lease accounting standards.  The Company identified misstatements with respect to the determination of the proper term of its leases, establishment of proper balances for deferred rent and tenant improvement allowances, determining depreciable lives of leasehold improvements, consideration of lessee involvement in the construction of leased assets (resulting in not properly identifying certain build-to-suit arrangements, which are accounted for as financings after evaluating sale-leaseback accounting), and proper evaluation of capital lease obligations.  Additionally, the Company did not properly establish and account for asset retirement obligations.  The misstatements overstated previously reported income from operations before taxes of approximately $0.9 million and $1.7 million for the years ended December 31, 2013 and 2012, respectively.  The cumulative pre-tax misstatement was a decrease to retained earnings of $7.5 million as of December 31, 2013.

 

All Other Restatement Adjustments

 

e.

Certain Revenue Adjustments - The Company determined that it had not properly established a liability to reserve for revenue collected from third-party payors and patients that was subject to refund in subsequent periods resulting in misstatements of net revenue.  Additionally, the Company recorded purchase commissions as revenue rather than a reduction of cost of materials.  The misstatements overstated previously reported income from operations before taxes by approximately $3.7 million for the year ended December 31, 2013.  The cumulative pre-tax misstatement was a decrease to retained earnings of $3.1 million as of December 31, 2013.

 

f.

Revenue Accrual - The Company often invoices patients or payors after a device is delivered.  To account for this delay, the Company records an estimated revenue accrual for devices delivered but not yet invoiced at period end.  The Company’s historical revenue accrual estimation model did not reasonably estimate the proper cut-off related to goods delivered but not yet invoiced, resulting in misstatements of both net revenue and accounts receivable.  The misstatements overstated previously reported income from operations before taxes by approximately $1.3 million and $1.5 million for the years ended December 31, 2013 and 2012, respectively.  The cumulative pre-tax misstatement was a decrease to retained earnings of $3.3 million as of December 31, 2013.

 

g.

Method of Accrual for Accounts Payable - The Company recorded an accrual for estimated accounts payable which utilized average accounts payable levels from historical periods.  This model was prepared based upon when invoices were received, not when goods or services were received.  This accrual method overstated the estimated amount of accounts payables outstanding at December 31, 2013 and understated the estimated amount of accounts payables outstanding at December 31, 2012.  The misstatement understated previously reported income from operations before taxes by approximately $0.2 million for the year-ended December 31, 2013 and overstated previously reported income from operations before taxes by approximately $1.5 million for the year ended December 31, 2012.  The cumulative pre-tax misstatement was a decrease to retained earnings of $3.4 million as of December 31, 2013.

 

h.

Other Profit & Loss Restatement Adjustments - There are other misstatements not otherwise described in items (a) through (g) of this Note, which are individually insignificant to previously reported income from operations before income taxes for the years ended December 31, 2013 and December 31, 2012.  The other misstatements overstated previously reported income from operations before taxes by approximately $3.2 million and $3.7 million for the years ended December 31, 2013 and 2012, respectively.  The cumulative pre-tax misstatement was a decrease to retained earnings of $22.3 million as of December 31, 2013.

 

i.

Cash and Cash Equivalents - The Company identified balance sheet classification misstatements in which cash balances were overstated due to certain outstanding checks not being recognized as a reduction of cash in the period in which they were issued, which also understated other current assets.  Additionally, certain cash receipts were not recorded as an increase to cash and a decrease to accounts receivable in a timely manner.  Lastly, the Company misclassified restricted cash as cash and cash equivalents; restricted cash is now classified as “Other current assets.”  For additional disclosure information, see Note C - “Significant Accounting Policies.”  These corrections, along with the correction of other misstatements included within item (h) above, resulted in a net reduction to previously reported cash and cash equivalents of approximately $8.2 million as of December 31, 2013.

 

j.

Common Stock and APIC - The Company identified misstatements related to the incorrect application of stock compensation accounting standards.  Restricted stock units with a performance condition were not expensed using the graded-vesting methodology.  In addition, modifications to certain outstanding units were not recorded correctly.  Restricted stock units were incorrectly recorded as share issuances on their grant date, rather than an issuance of shares on their vesting date.  The cumulative misstatements understated additional paid-in capital and income from operations before taxes for multiple years by approximately $2.4 million as of December 31, 2013.

 

k.

Income Taxes - The Company has identified certain errors in its historical accounting for income taxes, primarily related to uncertain tax positions and reconciliation of deferred tax balances.  In addition, the more significant adjustments primarily relate to the income tax effects of other restatement adjustments noted above.

 

Other adjustments to previously reported financial information

 

The Company has also made certain reclassification adjustments to the previously reported consolidated financial statements.  These adjustments do not relate to the correction of misstatements and are discussed in more detail below.

 

aa.Reclassification of Expenses - Due to increases and the resultant materiality of certain expenses in 2014, and to enable the presentation of the consolidated statements of operations and comprehensive (loss) income to be more comparable with other health care services companies, the Company concluded that certain expenses should be reported separately in 2014.  The Company reclassified prior year balances to conform to the current year presentation.  For additional disclosure information, see Note C - “Significant Accounting Policies.”

 

bb.Discontinued Operations - On November 5, 2014, the Audit Committee of the Board of Directors approved a plan to sell and/or otherwise dispose of the Company’s Dosteon distribution product group (“Dosteon”), part of its Patient Care operating segment.  Dosteon is presented in accompanying consolidated financial statements as a discontinued operation in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, ASC 360-10 Property, Plant and Equipment - Overall, and ASC 350-20, Intangibles - Goodwill and Other - Goodwill, as of December 31, 2014.  The operating results and cash flows of Dosteon have been presented separately as discontinued operations on the consolidated statements of operations and comprehensive (loss) income and the consolidated statements of cash flows, respectively, for the year ended December 31, 2014 and all comparable periods presented herein.  As discussed in further detail in Note T - “Discontinued Operations,” assets of these businesses that were expected to be disposed of by sale are reported as “Assets held for sale” on the Company’s consolidated balance sheets as of December 31, 2014.

 

See Note T - “Discontinued Operations” for the details of our discontinued operations in 2014.

 

cc.Reclassification of Equipment Capital Lease Liabilities - The Company previously reported the current portion of equipment capital lease liabilities within “Accrued expenses and other current liabilities” and the non-current portion within “Other liabilities.”  The Company is now presenting lease related financing liabilities, including capital leases and financing obligations related to certain real property transactions within “Long-term debt, less current portion” and “Current portion of long-term debt,” respectively, as the balances are similar in nature to long-term debt.  The 2013 equipment capital leases have been reclassified accordingly.  For additional disclosure information, see Note O - “Long-Term Debt.”

 

Refer also to Note W - “Quarterly Financial Information (Unaudited)” for disclosure of the nature of the restatement adjustments and adjustment amounts on each of the quarterly and year-to-date periods ended March 31 and June 30, 2014, as well as each quarterly and year-to-date period within 2013.

 

Consolidated financial statement adjustment tables

 

The following tables present the differing adjustments to previously issued consolidated financial statements from the restatement adjustments as well as the reclassification of expenses and discontinued operations.  This information is presented for each impacted caption of the previously reported consolidated balance sheets as of December 31, 2013, consolidated statement of operations and comprehensive income for the years ended December 31, 2013 and 2012 and consolidated statement of cash flows for the years ended December 31, 2013 and 2012.  The corrections of misstatements affecting fiscal years prior to 2012 are reflected as a cumulative adjustment to the balance of retained earnings as of December 31, 2011 on the consolidated statements of changes in shareholders’ equity.

 

HANGER, INC.

CONSOLIDATED BALANCE SHEET

(dollars in thousands, except par value and share amounts)

 

 

 

As of December 31, 2013

 

 

 

As Previously
Reported

 

Restatement
Adjustments

 

Restatement
Reference

 

As Restated

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

9,860

 

$

(8,247

)

h,i

 

$

1,613

 

Accounts receivable, net of allowance for doubtful accounts of $6,472

 

185,769

 

(31,030

)

b,e,f,h,i

 

154,739

 

Inventories

 

141,518

 

(59,261

)

a,h

 

82,257

 

Other current assets

 

15,519

 

6,087

 

d,h,k,i

 

21,606

 

Deferred income taxes

 

30,298

 

45,318

 

k

 

75,616

 

Total current assets

 

382,964

 

(47,133

)

 

 

335,831

 

 

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

126,798

 

(10,509

)

c,d,g,h

 

116,289

 

Goodwill

 

681,547

 

1,081

 

h,k

 

682,628

 

Other intangible assets, net

 

58,021

 

(1,781

)

h

 

56,240

 

Debt issuance costs, net

 

8,564

 

(68

)

h

 

8,496

 

Other assets

 

13,766

 

1,738

 

d,h

 

15,504

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,271,660

 

$

(56,672

)

 

 

$

1,214,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

15,998

 

$

1,730

 

d,h,cc

 

$

17,728

 

Accounts payable

 

36,729

 

7,790

 

g,h

 

44,519

 

Accrued expenses and other current liabilities

 

24,923

 

19,510

 

d,e,g,h,k,cc

 

44,433

 

Accrued interest payable

 

1,898

 

121

 

d

 

2,019

 

Accrued compensation related costs

 

36,331

 

2,275

 

h

 

38,606

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

115,879

 

31,426

 

 

 

147,305

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

 

 

 

Long-term debt, less current portion

 

452,261

 

17,557

 

d,h,cc

 

469,818

 

Deferred income taxes

 

76,545

 

(11,216

)

k

 

65,329

 

Other liabilities

 

46,755

 

(5,532

)

d,h,cc

 

41,223

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

691,440

 

32,235

 

 

 

723,675

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingent liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

Common stock, $.01 par value; 60,000,000 shares authorized, 35,158,196 shares issued and 35,017,042 shares outstanding

 

361

 

(10

)

j

 

351

 

Additional paid-in capital

 

292,722

 

2,391

 

j,h

 

295,113

 

Accumulated other comprehensive loss

 

(1,020

)

 

 

 

(1,020

)

Retained earnings

 

288,813

 

(91,288

)

a,b,c,d,e,f, g,h,j

 

197,525

 

 

 

 

 

 

 

 

 

 

 

 

 

580,876

 

(88,907

)

 

 

491,969

 

 

 

 

 

 

 

 

 

 

 

Treasury stock at cost, 141,154 shares

 

(656

)

 

 

 

(656

)

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

580,220

 

(88,907

)

 

 

491,313

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,271,660

 

$

(56,672

)

 

 

$

1,214,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HANGER, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

(dollars in thousands, except share and per share amounts)

 

 

 

For the Year Ended December 31, 2013

 

 

 

As
Previously
Reported

 

Restatement
Adjustments

 

Restatement
Reference

 

Reclassification
of Expenses (aa)

 

Discontinued
Operations (bb)

 

As Restated

 

Net revenue

 

$

1,046,438

 

$

(27,976

)

b,e,f,h

 

$

 

$

(42,693

)

$

975,769

 

Material costs

 

319,046

 

738

 

a,h

 

 

(17,781

)

302,003

 

Personnel costs

 

369,738

 

9,264

 

a,c,h,j

 

(31,805

)

(21,417

)

325,780

 

Other operating costs

 

186,304

 

(7,178

)

a,b,c,d,g,h

 

(52,674

)

(10,685

)

115,767

 

General and administrative expenses

 

 

 

 

 

78,658

 

 

78,658

 

Professional accounting and legal fees

 

 

 

 

 

5,821

 

 

5,821

 

Depreciation and amortization

 

37,486

 

(1,819

)

c,d,h

 

 

(1,482

)

34,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

133,864

 

(28,981

)

 

 

 

8,672

 

113,555

 

Interest expense, net

 

26,475

 

4,154

 

d,h

 

 

(53

)

30,576

 

Extinguishment of debt

 

6,645

 

 

 

 

 

 

6,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

100,744

 

(33,135

)

 

 

 

8,725

 

76,334

 

Provision for income taxes

 

37,160

 

(10,062

)

k

 

 

3,357

 

30,455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

63,584

 

(23,073

)

 

 

 

5,368

 

45,879

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

 

(5,368

)

(5,368

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

63,584

 

$

(23,073

)

 

 

$

 

$

 

$

40,511

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on SERP net of tax provision of $531

 

$

899

 

$

 

 

 

$

 

$

 

$

899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income

 

899

 

 

 

 

 

 

899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

64,483

 

$

(23,073

)

 

 

$

 

$

 

$

41,410

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Per Common Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.83

 

$

(0.67

)

 

 

$

 

$

0.16

 

$

1.32

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

 

(0.16

)

(0.16

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

1.83

 

$

(0.67

)

 

 

$

 

$

 

$

1.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to compute basic per common share amounts

 

34,818,214

 

7,653

 

j

 

 

 

34,825,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Per Common Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.80

 

$

(0.65

)

 

 

$

 

$

0.15

 

$

1.30

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

 

(0.15

)

(0.15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share

 

$

1.80

 

$

(0.65

)

 

 

$

 

$

 

$

1.15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to compute diluted per common share amounts

 

35,394,721

 

(185,967

)

j

 

 

 

35,208,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HANGER, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

(dollars in thousands, except share and per share amounts)

 

 

 

For the Year Ended December 31, 2012

 

 

 

As
Previously
Reported

 

Restatement
Adjustments

 

Restatement

Reference

 

Reclassification
of expenses (aa)

 

Discontinued
Operations (bb)

 

As Restated

 

Net revenue

 

$

974,429

 

$

(11,629

)

b,e,f,h

 

$

 

$

(39,279

)

$

923,521

 

Material costs

 

296,193

 

2,686

 

a,h

 

 

(13,006

)

285,873

 

Personnel costs

 

335,328

 

9,255

 

a,c,h,j

 

(27,133

)

(18,446

)

299,004

 

Other operating costs

 

178,918

 

(2,047

)

a,b,c,d,g,h

 

(58,956

)

(7,034

)

110,881

 

General and administrative expenses

 

 

 

 

 

81,182

 

 

81,182

 

Professional accounting and legal fees

 

 

 

 

 

4,907

 

 

4,907

 

Depreciation and amortization

 

34,652

 

(1,044

)

c,d,h

 

 

(1,019

)

32,589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

129,338

 

(20,479

)

 

 

 

226

 

109,085

 

Interest expense, net

 

31,169

 

3,540

 

d,h

 

 

(89

)

34,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

98,169

 

(24,019

)

 

 

 

315

 

74,465

 

Provision for income taxes

 

34,477

 

(8,351

)

k

 

 

80

 

26,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

63,692

 

(15,668

)

 

 

 

235

 

48,259

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

 

(235

)

(235

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

63,692

 

$

(15,668

)

 

 

$

 

$

 

$

48,024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on SERP, net of tax benefit of $439

 

$

(734

)

$

 

 

 

$

 

$

 

$

(734

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive loss

 

(734

)

 

 

 

 

 

(734

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

62,958

 

$

(15,668

)

 

 

$

 

$

 

$

47,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Per Common Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.86

 

$

(0.46

)

 

 

$

 

$

0.01

 

$

1.41

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

 

(0.01

)

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

1.86

 

$

(0.46

)

 

 

$

 

$

 

$

1.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to compute basic per common share amounts

 

34,282,591

 

(8,970

)

j

 

 

 

34,273,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Per Common Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.83

 

$

(0.45

)

 

 

$

 

$

0.01

 

$

1.39

 

Loss from discontinued operations, net of income taxes

 

 

 

 

 

 

(0.01

)

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share

 

$

1.83

 

$

(0.45

)

 

 

$

 

$

 

$

1.38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to compute diluted per common share amounts

 

34,832,830

 

(95,410

)

j

 

 

 

34,737,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HANGER, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(dollars in thousands)

 

 

 

For the Year Ended December 31, 2013

 

 

 

As Previously
Reported

 

Restatement
Adjustments

 

Restatement
Reference

 

As Restated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

63,584

 

$

(23,073

)

a - h,j,k

 

$

40,511

 

Loss from discontinued operations, net of income taxes

 

 

(5,368

)

bb

 

(5,368

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

63,584

 

(17,705

)

 

 

45,879

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

37,486

 

(3,301

)

c,d,h

 

34,185

 

Provision for doubtful accounts

 

14,330

 

(9,277

)

b,h

 

5,053

 

Compensation expense on restricted stock units

 

9,080

 

266

 

j

 

9,346

 

Benefit from deferred income taxes

 

(1,602

)

(12,897

)

k

 

(14,499

)

Amortization of debt issuance costs

 

2,488

 

730

 

h

 

3,218

 

Loss on extinguishment of debt

 

6,645

 

 

 

 

6,645

 

Gain on sale of property, plant and equipment

 

(5,914

)

(344

)

c

 

(6,258

)

Contingent consideration gains

 

(1,032

)

(429

)

h

 

(1,461

)

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

 

 

 

 

 

 

 

 

 

Net accounts receivable

 

(32,060

)

23,205

 

b,e,f,h

 

(8,855

)

Inventories

 

(11,329

)

7,836

 

a,h

 

(3,493

)

Other current assets and income taxes

 

4,689

 

2,320

 

d,h,k

 

7,009

 

Accounts payable

 

6,235

 

(1,139

)

g,h

 

5,096

 

Accrued expenses and other current liabilities, accrued interest payable

 

(223

)

910

 

d,e,g,h

 

687

 

Accrued compensation related costs

 

(7,379

)

813

 

h

 

(6,566

)

Other liabilities

 

1,262

 

2,886

 

d,h,k

 

4,148

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities - continuing operations

 

86,260

 

(6,126

)

 

 

80,134

 

Net cash used in operating activities - discontinued operations

 

 

(3,102

)

bb

 

(3,102

)

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

86,260

 

(9,228

)

 

 

77,032

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment, net of acquisitions

 

(34,236

)

8,329

 

c,d,g,h

 

(25,907

)

Purchase of equipment leased to third parties under operating leases

 

(4,210

)

107

 

c

 

(4,103

)

Acquisitions, net of cash acquired

 

(9,296

)

(999

)

h

 

(10,295

)

Change in restricted cash associated with workers’ compensation program

 

3,120

 

 

 

 

3,120

 

Proceeds from sale of property, plant and equipment

 

8,684

 

382

 

c

 

9,066

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities - continuing operations

 

(35,938

)

7,819

 

 

 

(28,119

)

Net cash used in investing activities - discontinued operations

 

 

(1,438

)

bb

 

(1,438

)

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(35,938

)

6,381

 

 

 

(29,557

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Borrowings under term loan

 

225,000

 

 

 

 

225,000

 

Repayment of term loan

 

(296,113

)

 

 

 

(296,113

)

Borrowings under revolving credit agreement

 

249,000

 

 

 

 

249,000

 

Repayments under revolving credit agreement

 

(224,000

)

 

 

 

(224,000

)

Payment of seller notes

 

(12,410

)

3,754

 

h

 

(8,656

)

Payment of contingent consideration

 

 

(2,590

)

 

 

(2,590

)

Payment of financing obligations

 

(1,047

)

(320

)

d

 

(1,367

)

Payment of fees associated with debt modifications and extinguishments

 

(3,667

)

2

 

h

 

(3,665

)

Excess tax benefit from stock-based compensation

 

3,501

 

(153

)

h

 

3,348

 

Proceeds from issuance of common stock

 

2,437

 

 

 

 

2,437

 

Purchase and retirement of common stock

 

(2,374

)

 

 

 

(2,374

)

 

 

 

 

 

 

 

 

 

 

Net cash used in financing activities - continuing operations

 

(59,673

)

693

 

 

 

(58,980

)

Net cash used in financing activities - discontinued operations

 

 

(12

)

bb

 

(12

)

 

 

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(59,673

)

681

 

 

 

(58,992

)

 

 

 

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(9,351

)

(2,166

)

 

 

(11,517

)

Cash and cash equivalents, at beginning of year

 

19,211

 

(6,081

)

i

 

13,130

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, at end of year

 

$

9,860

 

$

(8,247

)

 

 

$

1,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HANGER, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(dollars in thousands)

 

 

 

For the Year Ended December 31, 2012

 

 

 

As Previously
Reported

 

Restatement
Adjustments

 

Restatement
Reference

 

As Restated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

63,692

 

$

(15,668

)

a - h, j,k

 

$

48,024

 

Loss from discontinued operations, net of income taxes

 

 

(235

)

bb

 

(235

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

63,692

 

(15,433

)

 

 

48,259

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

34,652

 

(2,063

)

c,d,h

 

32,589

 

Provision for doubtful accounts

 

9,589

 

(5,166

)

b,h

 

4,423

 

Compensation expense on restricted stock units

 

8,061

 

152

 

j

 

8,213

 

Benefit from deferred income taxes

 

(4,303

)

(9,509

)

k

 

(13,812

)

Amortization of debt issuance costs

 

3,452

 

439

 

h

 

3,891

 

Loss (gain) on sale of property, plant and equipment

 

64

 

(2,083

)

c

 

(2,019

)

Contingent consideration gains

 

(993

)

(395

)

h

 

(1,388

)

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

 

 

 

 

 

 

 

 

 

Net accounts receivable

 

(30,259

)

14,725

 

b,e,f,h

 

(15,534

)

Inventories

 

(12,827

)

13,149

 

a,h

 

322

 

Other current assets and income taxes

 

3,867

 

(2,369

)

d,h,k

 

1,498

 

Accounts payable

 

(2,114

)

3,378

 

g,h

 

1,264

 

Accrued expenses, other current liabilities and accrued interest payable

 

3,501

 

(50

)

d,e,g,h

 

3,451

 

Accrued compensation related costs

 

4,348

 

(1,541

)

h

 

2,807

 

Other liabilities

 

589

 

(758

)

d,h,k

 

(169

)

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities - continuing operations

 

81,319

 

(7,524

)

 

 

73,795

 

Net cash used in operating activities - discontinued operations

 

 

(3,037

)

bb

 

(3,037

)

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

81,319

 

(10,561

)

 

 

70,758

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment, net of acquisitions

 

(29,492

)

4,989

 

c,d,g,h

 

(24,503

)

Purchase of equipment leased to third parties under operating leases

 

(3,671

)

908

 

c

 

(2,763

)

Acquisitions, net of cash acquired

 

(62,500

)

1,099

 

h

 

(61,401

)

Change in restricted cash associated with workers’ compensation program

 

(3,120

)

 

 

 

(3,120

)

Purchase of company-owned life insurance investment

 

(2,000

)

 

 

 

(2,000

)

Proceeds from sale of property, plant and equipment

 

1,732

 

1,499

 

c

 

3,231

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities - continuing operations

 

(99,051

)

8,495

 

 

 

(90,556

)

Net cash used in investing activities - discontinued operations

 

 

(1,118

)

bb

 

(1,118

)

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(99,051

)

7,377

 

 

 

(91,674

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Repayment of term loan

 

(3,700

)

 

 

 

(3,700

)

Payment of seller notes

 

(5,255

)

351

 

h

 

(4,904

)

Payment of contingent consideration

 

 

(2,915

)

 

 

(2,915

)

Payment of financing obligations

 

(713

)

(391

)

d

 

(1,104

)

Excess tax benefit from stock-based compensation

 

1,505

 

(16

)

h

 

1,489

 

Proceeds from issuance of common stock

 

3,560

 

 

h

 

3,560

 

Purchase and retirement of common stock

 

(1,350

)

 

 

 

(1,350

)

 

 

 

 

 

 

 

 

 

 

Net cash used in financing activities - continuing operations

 

(5,953

)

(2,971

)

 

 

(8,924

)

Net cash used in financing activities - discontinued operations

 

 

(353

)

bb

 

(353

)

 

 

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(5,953

)

(3,324

)

 

 

(9,277

)

 

 

 

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(23,685

)

(6,508

)

 

 

(30,193

)

Cash and cash equivalents, at beginning of year

 

42,896

 

427

 

i

 

43,323

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, at end of year

 

$

19,211

 

$

(6,081

)

 

 

$

13,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impact of restatement adjustments on previously reported consolidated statements of operations and comprehensive income

 

The following set of tables separately present the impact of each of the more prominent cumulative restatement adjustments to the previously reported consolidated statements of operations and comprehensive income for the years ended December 31, 2013 and 2012.

 

For the Year Ended December 31, 2013

 

(in thousands)

 

Total
Restatement
Adjustments

 

Inventory
Valuation
(a)

 

Allowances
for
Disallowed
Revenue and
Doubtful
Accounts
(b)

 

Property,
Plant and
Equipment,
net
(c)

 

Real
Property
Leases
(d)

 

All Other
Adjustments
(e,f,g,h)

 

Net revenue

 

$

(27,976

)

$

 

$

(20,616

)

$

 

$

 

$

(7,360

)

Material costs

 

738

 

3,455

 

 

 

 

(2,717

)

Personnel costs

 

9,264

 

6,656

 

 

2,312

 

 

296

 

Other operating costs

 

(7,178

)

(63

)

(7,312

)

1,216

 

(2,972

)

1,953

 

Depreciation and amortization

 

(1,819

)

 

 

(2,706

)

1,002

 

(115

)

Income from operations

 

(28,981

)

(10,048

)

(13,304

)

(822

)

1,970

 

(6,777

)

Interest expense, net

 

4,154

 

 

 

 

2,831

 

1,323

 

Income from continuing operations before taxes

 

$

(33,135

)

$

(10,048

)

$

(13,304

)

$

(822

)

$

(861

)

$

(8,100

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2012

 

(in thousands)

 

Total
Restatement
Adjustments

 

Inventory
Valuation
(a)

 

Allowances
for
Disallowed
Revenue and
Doubtful
Accounts
(b)

 

Property,
Plant and
Equipment,
net
(c)

 

Real
Property
Leases
(d)

 

All Other
Adjustments
(e,f,g,h)

 

Net revenue

 

$

(11,629

)

$

 

$

(5,940

)

$

 

$

 

$

(5,689

)

Material costs

 

2,686

 

4,587

 

 

 

 

(1,901

)

Personnel costs

 

9,255

 

5,347

 

 

2,889

 

 

1,019

 

Other operating costs

 

(2,047

)

1,434

 

(3,895

)

1,703

 

(2,588

)

1,299

 

Depreciation and amortization

 

(1,044

)

 

 

(2,317

)

1,239

 

34

 

Income from operations

 

(20,479

)

(11,368

)

(2,045

)

(2,275

)

1,349

 

(6,140

)

Interest expense, net

 

3,540

 

 

 

 

2,999

 

541

 

Income from continuing operations before taxes

 

$

(24,019

)

$

(11,368

)

$

(2,045

)

$

(2,275

)

$

(1,650

)

$

(6,681

)