SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 16. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS DJOFL and its direct wholly-owned subsidiary, DJO Finance Corp. (DJO Finco), jointly issued the 8.125% Notes, 10.75% Notes and 9.75% 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 8.125% 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 10.75% Notes are jointly and severally, fully and unconditionally guaranteed, on a secured 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 Unaudited Condensed Consolidating Balance Sheets As of July 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 17,436 $ 1,370 $ 22,893 $ — $ 41,699 Accounts receivable, net — 128,643 48,485 — 177,128 Inventories, net — 143,880 46,402 (12,734 ) 177,548 Prepaid expenses and other current assets 103 15,210 6,996 — 22,309 Total current assets 17,539 289,103 124,776 (12,734 ) 418,684 Property and equipment, net — 117,527 13,381 (63 ) 130,845 Goodwill — 951,005 99,277 (31,096 ) 1,019,186 Intangible assets, net — 700,017 10,532 — 710,549 Investment in subsidiaries 1,297,699 1,679,465 51,573 (3,028,737 ) — Intercompany receivables 566,198 — — (566,198 ) — Other non-current assets — 2,568 4,031 — 6,599 Total assets $ 1,881,436 $ 3,739,685 $ 303,570 $ (3,638,828 ) $ 2,285,863 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 64,547 $ 9,421 $ — $ 73,968 Current portion of debt obligations 10,550 — — — 10,550 Other current liabilities 12,123 64,057 27,050 — 103,230 Current liabilities of discontinued operations 946 946 Total current liabilities 22,673 129,550 36,471 — 188,694 Long-term debt obligations 2,392,464 — — — 2,392,464 Deferred tax liabilities, net — 214,178 5,752 — 219,930 Intercompany payables, net — 362,861 137,313 (500,174 ) — Other long-term liabilities 5,879 14,811 629 — 21,319 Total liabilities 2,421,016 721,400 180,165 (500,174 ) 2,822,407 Noncontrolling interests — — 3,036 — 3,036 Total membership (deficit) equity (539,580 ) 3,018,285 120,369 (3,138,654 ) (539,580 ) Total liabilities and (deficit) equity $ 1,881,436 $ 3,739,685 $ 303,570 $ (3,638,828 ) $ 2,285,863 DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended July 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 252,212 $ 83,178 $ (42,538 ) $ 292,852 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $7,080) — 94,465 74,317 (48,308 ) 120,474 Selling, general and administrative — 97,827 23,800 — 121,627 Research and development — 9,228 894 — 10,122 Amortization of intangible assets — 18,699 386 — 19,085 — 220,219 99,397 (48,308 ) 271,308 Operating income (loss) — 31,993 (16,219 ) 5,770 21,544 Other (expense) income: Interest (expense) income, net (42,448 ) 51 1 — (42,396 ) Other (expense) income, net (8 ) (8,553 ) 9,029 — 468 Intercompany (expense) income, net — (15,147 ) 14,634 513 — Equity in income (loss) of subsidiaries, net 19,181 — — (19,181 ) — (23,275 ) (23,649 ) 23,664 (18,668 ) (41,928 ) (Loss) income before income taxes (23,275 ) 8,344 7,445 (12,898 ) (20,384 ) Income tax provision — (1,671 ) (1,906 ) — (3,577 ) Net (loss) income from continuing operations (23,275 ) 6,673 5,539 (12,898 ) (23,961 ) Net income from discontinued operations — 855 — — 855 Net (loss) income (23,275 ) 7,528 5,539 (12,898 ) (23,106 ) Net income attributable to noncontrolling interests — — (169 ) — (169 ) Net (loss) income attributable to DJOFL $ (23,275 ) $ 7,528 $ 5,370 $ (12,898 ) $ (23,275 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Six Months Ended July 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 495,872 $ 158,673 $ (82,787 ) $ 571,758 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $14,487) — 189,306 138,711 (89,460 ) 238,557 Selling, general and administrative — 195,637 47,919 — 243,556 Research and development — 18,109 1,867 — 19,976 Amortization of intangible assets — 37,846 817 — 38,663 — 440,898 189,314 (89,460 ) 540,752 Operating income (loss) — 54,974 (30,641 ) 6,673 31,006 Other (expense) income: Interest (expense) income, net (84,731 ) 71 (6 ) — (84,666 ) Other (expense) income, net (8 ) (16,573 ) 17,333 — 752 Intercompany (expense) income , net — (14,784 ) 14,752 32 — Equity in income (loss) of subsidiaries, net 23,143 — — (23,143 ) — (61,596 ) (31,286 ) 32,079 (23,111 ) (83,914 ) (Loss) income before income taxes (61,596 ) 23,688 1,438 (16,438 ) (52,908 ) Income tax provision — (6,078 ) (2,912 ) — (8,990 ) Net (loss) income from continuing operations (61,596 ) 17,610 (1,474 ) (16,438 ) (61,898 ) Net income from discontinued operations — 665 — — 665 Net (loss) income (61,596 ) 18,275 (1,474 ) (16,438 ) (61,233 ) Net income attributable to noncontrolling interests — — (362 ) — (362 ) Net (loss) income attributable to DJOFL $ (61,596 ) $ 18,275 $ (1,836 ) $ (16,438 ) $ (61,595 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended July 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (23,275 ) $ 7,528 $ 5,539 $ (12,898 ) $ (23,106 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax benefit of $111 — — (8,458 ) — (8,458 ) Unrealized loss on cash flow hedges, net of tax provision of zero (2,651 ) (2,651 ) Other comprehensive loss (2,651 ) — (8,458 ) — (11,109 ) Comprehensive (loss) income (25,926 ) 10,747 (1,513 ) (3,540 ) (34,215 ) Comprehensive income attributable to noncontrolling interests — — (101 ) — (101 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (25,926 ) $ 10,747 $ (1,614 ) $ (3,540 ) $ (34,316 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Six Months Ended July 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (61,596 ) $ 18,275 $ (1,474 ) $ (16,438 ) $ (61,233 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $166 — — (2,850 ) — (2,850 ) Unrealized loss on cash flow hedges, net of tax provision of zero (8,042 ) — — — (8,042 ) Other comprehensive loss (8,042 ) — (2,850 ) — (10,892 ) Comprehensive (loss) income (69,638 ) 18,275 (4,324 ) (16,438 ) (72,125 ) Comprehensive income attributable to noncontrolling interests — — (402 ) — (402 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (69,638 ) $ 18,275 $ (4,726 ) $ (16,438 ) $ (72,527 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Six months Ended July 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net (loss) income $ (61,596 ) $ 18,275 $ (1,474 ) $ (16,438 ) $ (61,233 ) Net loss from discontinued operations (665 ) $ (665 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 18,055 2,486 (28 ) 20,513 Amortization of intangible assets — 37,846 817 — 38,663 Amortization of debt issuance costs and non-cash interest expense 3,815 — — — 3,815 Stock-based compensation expense — 1,521 — — 1,521 Gain on disposal of assets, net — 471 55 4 530 Deferred income tax expense (benefit) — 4,133 (321 ) — 3,812 Equity in (loss) income of subsidiaries, net (23,143 ) — — 23,143 — Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable — (559 ) (3,650 ) — (4,209 ) Inventories — (1,244 ) 2,793 (7,199 ) (5,650 ) Prepaid expenses and other assets 1,251 (2,763 ) (252 ) 1,127 (637 ) Accounts payable and other current liabilities (7,721 ) 2,522 (69 ) (3,258 ) (8,526 ) Net cash (used in) provided by continuing operating activities (87,394 ) 77,592 385 (2,649 ) (12,066 ) Net cash (used in) discontinued operations — (8,853 ) — — (8,853 ) Net cash (used in) provided by operating activities (87,394 ) 68,739 385 (2,649 ) (20,919 ) Cash Flows From Investing Activities: Purchases of property and equipment — (29,238 ) (2,261 ) (1 ) (31,500 ) Proceeds from disposition of assets — 700 — — 700 Net cash used in investing activities from continuing operations — (28,538 ) (2,261 ) (1 ) (30,800 ) Cash Flows From Financing Activities: Intercompany 31,070 (38,991 ) 5,271 2,650 — Proceeds from issuance of debt 63,000 — — — 63,000 Repayments of debt obligations (18,913 ) — — — (18,913 ) Net cash provided by (used in) financing activities 75,157 (38,991 ) 5,271 2,650 44,087 Effect of exchange rate changes on cash and cash equivalents — — 388 — 388 Net (decrease) increase in cash and cash equivalents (12,237 ) 1,210 3,783 — (7,244 ) Cash and cash equivalents, beginning of year 29,673 160 19,110 — 48,943 Cash and cash equivalents, end of year $ 17,436 $ 1,370 $ 22,893 $ — $ 41,699 DJO Finance LLC Condensed Consolidating Balance Sheets As of December 31, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 29,673 $ 160 $ 19,110 $ — $ 48,943 Accounts receivable, net — 128,085 44,275 — 172,360 Inventories, net — 142,033 31,803 737 174,573 Prepaid expenses and other current assets 42 13,301 7,836 — 21,179 Current assets of discontinued operations 2,878 — — 2,878 Total current assets 29,715 286,457 103,024 737 419,933 Property and equipment, net — 103,637 13,721 (85 ) 117,273 Goodwill — 951,005 98,309 (31,210 ) 1,018,104 Intangible assets, net — 737,798 11,247 — 749,045 Investment in subsidiaries 1,297,699 1,687,724 50,741 (3,036,164 ) — Intercompany receivables 575,483 — — (575,483 ) — Other non-current assets 1,313 1,193 2,668 — 5,174 Non current assets of discontinued operations — 29 — — 29 Total assets $ 1,904,210 $ 3,767,843 $ 279,710 $ (3,642,205 ) $ 2,309,558 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 49,394 $ 9,098 $ — $ 58,492 Current portion of debt obligations 10,550 — — — 10,550 Other current liabilities 17,268 73,260 28,643 — 119,171 Current liabilities of discontinued operations — 13,371 — — 13,371 Total current liabilities 27,818 136,025 37,741 — 201,584 Long-term debt obligations 2,344,562 — — — 2,344,562 Deferred tax liabilities, net — 209,179 4,677 — 213,856 Intercompany payables, net — 400,216 131,138 (531,354 ) — Other long-term liabilities — 14,441 651 — 15,092 Total liabilities 2,372,380 759,861 174,207 (531,354 ) 2,775,094 Noncontrolling interests — — 2,634 — 2,634 Total membership (deficit) equity (468,170 ) 3,007,982 102,869 (3,110,851 ) (468,170 ) Total liabilities and (deficit) equity $ 1,904,210 $ 3,767,843 $ 279,710 $ (3,642,205 ) $ 2,309,558 DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended June 27, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 243,371 $ 75,498 $ (38,967 ) $ 279,902 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $7,535) — 102,629 57,651 (42,510 ) 117,770 Selling, general and administrative — 86,789 21,823 — 108,612 Research and development — 8,102 586 — 8,688 Amortization of intangible assets — 19,197 621 — 19,818 — 216,717 80,681 (42,510 ) 254,888 Operating income (loss) — 26,654 (5,183 ) 3,543 25,014 Other (expense) income: Interest (expense) income, net (44,567 ) 11 (8 ) — (44,564 ) Loss on modification and extinguishment of debt (67,967 ) — — — (67,967 ) Other expense, net — (84 ) 827 — 743 Intercompany (expense) income, net — (8,573 ) 8,267 306 — Equity in income of subsidiaries, net 34,558 — — (34,558 ) — (77,976 ) (8,646 ) 9,086 (34,252 ) (111,788 ) (Loss) income before income taxes (77,976 ) 18,008 3,903 (30,709 ) (86,774 ) Income tax provision — (4,889 ) (1,022 ) — (5,911 ) Net (loss) income from continuing operations (77,976 ) 13,119 2,881 (30,709 ) (92,685 ) Net income from discontinued operations — 14,873 — — 14,873 Net (loss) income (77,976 ) 27,992 2,881 (30,709 ) (77,812 ) Net income attributable to noncontrolling interests — — (165 ) — (165 ) Net (loss) income attributable to DJOFL $ (77,976 ) $ 27,992 $ 2,716 $ (30,709 ) $ (77,977 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Six Months Ended June 27, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 461,763 $ 146,034 $ (80,384 ) $ 527,413 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $15,070) — 193,550 110,985 (84,881 ) 219,654 Selling, general and administrative — 171,127 44,670 — 215,797 Research and development — 15,984 1,568 — 17,552 Amortization of intangible assets — 38,395 1,251 — 39,646 — 419,056 158,474 (84,881 ) 492,649 Operating income (loss) — 42,707 (12,440 ) 4,497 34,764 Other (expense) income: Interest (expense) income, net (87,438 ) 23 (15 ) — (87,430 ) Loss on modification and extinguishment of debt (67,967 ) — — — (67,967 ) Other expense, net — (609 ) (2,804 ) — (3,413 ) Intercompany income (expense), net — (8,254 ) 8,292 (38 ) — Equity in income of subsidiaries, net 41,902 — — (41,902 ) — (113,503 ) (8,840 ) 5,473 (41,940 ) (158,810 ) (Loss) income before income taxes (113,503 ) 33,867 (6,967 ) (37,443 ) (124,046 ) Income tax provision — (6,492 ) (1,364 ) — (7,856 ) Net (loss) income from continuing operations (113,503 ) 27,375 (8,331 ) (37,443 ) (131,902 ) Net income from discontinued operations — 18,865 — — 18,865 Net (loss) income (113,503 ) 46,240 (8,331 ) (37,443 ) (113,037 ) Net income attributable to noncontrolling interests — — (466 ) — (466 ) Net (loss) income attributable to DJOFL $ (113,503 ) $ 46,240 $ (8,797 ) $ (37,443 ) $ (113,503 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended June 27, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (77,976 ) $ 27,992 $ 2,881 $ (30,709 ) $ (77,812 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $152 — — 4,137 — 4,137 Other comprehensive loss — — 4,137 — 4,137 Comprehensive (loss) income (77,976 ) 27,992 7,018 (30,709 ) (73,675 ) Comprehensive income attributable to noncontrolling interests — — (243 ) — (243 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (77,976 ) $ 27,992 $ 6,775 $ (30,709 ) $ (73,918 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Six Months Ended June 27, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (113,503 ) $ 46,240 $ (8,331 ) $ (37,443 ) $ (113,037 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax benefit of $340 — — (5,305 ) — (5,305 ) Other comprehensive loss — — (5,305 ) — (5,305 ) Comprehensive (loss) income (113,503 ) 46,240 (13,636 ) (37,443 ) (118,342 ) Comprehensive loss attributable to noncontrolling interests — — (260 ) — (260 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (113,503 ) $ 46,240 $ (13,896 ) $ (37,443 ) $ (118,602 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Six months Ended June 27, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (113,503 ) $ 46,240 $ (8,331 ) $ (37,443 ) $ (113,037 ) Net income from discontinued operations — (18,865 ) — — (18,865 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 14,509 2,377 (49 ) 16,837 Amortization of intangible assets — 38,395 1,251 — 39,646 Amortization of debt issuance costs and non-cash interest expense 4,235 — — — 4,235 Stock-based compensation expense — 1,152 — — 1,152 Loss on modification and extinguishment of debt 67,967 67,967 Gain on disposal of assets, net — 139 127 (8 ) 258 Deferred income tax expense (benefit) — 3,351 384 — 3,735 Equity in (loss) income of subsidiaries, net (41,902 ) — — 41,902 — Changes in operating assets and liabilities: Accounts receivable — (3,545 ) (2,404 ) — (5,949 ) Inventories — 11 (1,603 ) (7,159 ) (8,751 ) Prepaid expenses and other assets (17 ) (1,196 ) (892 ) 73 (2,032 ) Accounts payable and other current liabilities (5,422 ) (3,042 ) (3,322 ) 4,421 (7,365 ) Net cash (used in) provided by continuing operating activities (88,642 ) 77,149 (12,413 ) 1,737 (22,169 ) Net cash provided by discontinued operations — 29,397 — — 29,397 Net cash (used in) provided by operating activities (88,642 ) 106,546 (12,413 ) 1,737 7,228 Cash Flows from Investing Activities: Purchases of property and equipment — (13,677 ) (2,942 ) 11 (16,608 ) Net cash (used in) provided by investing activities from continuing operations — (13,677 ) (2,942 ) 11 (16,608 ) Net cash provided by investing activities from discontinued operations — (451 ) — — (451 ) Net cash (used in) provided by investing activities — (14,128 ) (2,942 ) 11 (17,059 ) Cash Flows from Financing Activities: Intercompany 73,474 (89,888 ) 18,162 (1,748 ) — Proceeds from issuance of debt 2,445,826 — — — 2,445,826 Repayments of debt (2,356,073 ) — (48 ) — (2,356,121 ) Payment of debt issuance, modification and extinguishment costs (61,662 ) — — — (61,662 ) Net cash provided by (used in) financing activities 101,565 (89,888 ) 18,114 (1,748 ) 28,043 Effect of exchange rate changes on cash and cash equivalents — — (971 ) — (971 ) Net increase (decrease) in cash and cash equivalents 12,923 2,530 1,788 — 17,241 Cash and cash equivalents at beginning of period 12,958 3 18,183 — 31,144 Cash and cash equivalents at end of period $ 25,881 $ 2,533 $ 19,971 $ — $ 48,385 | 20. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS DJOFL and its direct wholly-owned subsidiary, DJO Finco Inc. (DJO Finco), jointly issued the 8.125% Notes, 10.75% Notes and 9.75% 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 8.125% 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 10.75% Notes are jointly and severally, fully and unconditionally guaranteed, on a secured 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. DJO Finance LLC Condensed Consolidating Balance Sheets As of December 31, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 29,673 $ 160 $ 19,110 $ — $ 48,943 Accounts receivable, net — 128,085 44,275 — 172,360 Inventories, net — 142,033 31,803 737 174,573 Prepaid expenses and other current assets 42 13,301 7,836 — 21,179 Current assets of discontinued operations 2,878 — — 2,878 Total current assets 29,715 286,457 103,024 737 419,933 Property and equipment, net — 103,637 13,721 (85 ) 117,273 Goodwill — 951,005 98,309 (31,210 ) 1,018,104 Intangible assets, net — 737,798 11,247 — 749,045 Investment in subsidiaries 1,297,699 1,687,724 50,741 (3,036,164 ) — Intercompany receivables 575,483 — — (575,483 ) — Other non-current assets 1,313 1,193 2,668 — 5,174 Non current assets of discontinued operations — 29 — — 29 Total assets $ 1,904,210 $ 3,767,843 $ 279,710 $ (3,642,205 ) $ 2,309,558 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 49,394 $ 9,098 — $ 58,492 Current portion of debt obligations 10,550 — — — 10,550 Other current liabilities 17,268 73,260 28,643 — 119,171 Current liabilities of discontinued operations — 13,371 — — 13,371 Total current liabilities 27,818 136,025 37,741 — 201,584 Long-term debt obligations 2,344,562 — — — 2,344,562 Deferred tax liabilities, net — 209,179 4,677 — 213,856 Intercompany payables, net — 400,216 131,138 (531,354 ) — Other long-term liabilities — 14,441 651 — 15,092 Total liabilities 2,372,380 759,861 174,207 (531,354 ) 2,775,094 Noncontrolling interests — — 2,634 — 2,634 Total membership (deficit) equity (468,170 ) 3,007,982 102,869 (3,110,851 ) (468,170 ) Total liabilities and (deficit) equity $ 1,904,210 $ 3,767,843 $ 279,710 $ (3,642,205 ) $ 2,309,558 DJO Finance LLC Condensed Consolidating Statements of Operations For the Year Ended December 31, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 976,412 $ 293,899 $ (156,684 ) $ 1,113,627 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $30,719) — 408,987 227,635 (170,603 ) 466,019 Selling, general and administrative — 364,305 90,419 — 454,724 Research and development — 31,456 3,649 — 35,105 Amortization of intangible assets — 77,569 2,395 — 79,964 — 882,317 324,098 (170,603 ) 1,035,812 Operating (loss) income — 94,095 (30,199 ) 13,919 77,815 Other (expense) income: Interest (expense) income, net (172,237 ) 42 (95 ) — (172,290 ) Loss on modification of debt (68,473 ) — — — (68,473 ) Other expense, net — (960 ) (6,343 ) — (7,303 ) Intercompany (expense) income, net — (21,994 ) 34,167 (12,173 ) — Equity in loss of subsidiaries, net (100,217 ) — — 100,217 — (340,927 ) (22,912 ) 27,729 88,044 (248,066 ) (Loss) income before income taxes (340,927 ) 71,183 (2,470 ) 101,963 (170,251 ) Income tax provision — 10,027 2,229 — 12,256 Net (loss) income from continuing operations (340,927 ) 61,156 (4,699 ) 101,963 (182,507 ) Net loss from discontinued operations — (157,580 ) — — (157,580 ) Net income attributable to noncontrolling interests — — (840 ) — (840 ) Net (loss) income attributable to DJOFL $ (340,927 ) $ (96,424 ) $ (5,539 ) $ 101,963 $ (340,927 ) DJO Finance LLC Condensed Consolidating Statements of Comprehensive Loss For the Year Ended December 31, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (340,927 ) $ (96,424 ) $ (4,699 ) $ 101,963 $ (340,087 ) Other comprehensive income, net of taxes: Foreign currency translation adjustments, net of tax benefit of $540 — — (5,630 ) — (5,630 ) Unrealized gain on cash flow hedges, net of tax provision of $375 for the year ended December 31, 2015 609 — — — 609 Other comprehensive income (loss) 609 — (5,630 ) — (5,021 ) Comprehensive (loss) income (340,318 ) (96,424 ) (10,329 ) 101,963 (345,108 ) Comprehensive income attributable to noncontrolling interests — — (557 ) — (557 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (340,318 ) $ (96,424 ) $ (10,886 ) $ 101,963 $ (345,665 ) DJO Finance LLC Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net (loss) income $ (340,927 ) $ (96,424 ) $ (4,699 ) $ 101,963 $ (340,087 ) Net loss from discontinued operations — 157,580 — — 157,580 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 32,495 5,096 (100 ) 37,491 Amortization of intangible assets — 77,569 2,395 — 79,964 Amortization of debt issuance costs and non-cash interest expense 7,850 — — — 7,850 Loss on modification and extinguishment of debt 68,473 — — — 68,473 Stock-based compensation expense — 1,805 — — 1,805 Loss (gain) on disposal of assets, net — 1,380 75 (8 ) 1,447 Deferred income tax expense (benefit) — 6,901 (961 ) — 5,940 Equity in loss of subsidiaries, net 100,217 — — (100,217 ) — Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable — (6,156 ) (1,908 ) — (8,064 ) Inventories — (535 ) 11,885 (19,456 ) (8,106 ) Prepaid expenses and other assets (1,195 ) (3,924 ) (1,775 ) (622 ) (7,516 ) Accounts payable and other (11,506 ) 16,569 805 7,020 12,888 Net cash (used in) provided by continuing operating activities (177,088 ) 187,260 10,913 (11,420 ) 9,665 Net cash provided by discontinued operations — 39,861 — — 39,861 Net cash (used in) provided by operating activities (177,088 ) 227,121 10,913 (11,420 ) 49,526 Cash Flows From Investing Activities: Cash paid in connection with acquisitions, net of cash acquired — (24,000 ) — — (24,000 ) Purchases of property and equipment — (38,095 ) (6,111 ) 117 (44,089 ) Other investing activities, net — 27 — — 27 Net cash (used in) provided by investing activities from continuing operations — (62,068 ) (6,111 ) 117 (68,062 ) Net cash used in investing activities from discontinued operations — (575 ) — — (575 ) Net cash (used in) provided by investing activities — (62,643 ) (6,111 ) 117 (68,637 ) Cash Flows From Financing Activities: Intercompany 157,053 (164,321 ) (4,035 ) 11,303 — Proceeds from issuance of debt 2,515,827 — 2,206 — 2,518,033 Repayments of debt obligations (2,416,713 ) — (2,314 ) — (2,419,027 ) Payment of debt issuance, modification and extinguishment costs (62,375 ) — — — (62,375 ) Exercise of stock options 11 — — — 11 Dividend paid by subsidiary to owners of noncontrolling interests — — (541 ) — (541 ) Net cash provided by (used in) financing activities 193,803 (164,321 ) (4,684 ) 11,303 36,101 Effect of exchange rate changes on cash and cash equivalents — — 809 — 809 Net increase in cash and cash equivalents 16,715 157 927 — 17,799 Cash and cash equivalents, beginning of year 12,958 3 18,183 — 31,144 Cash and cash equivalents, end of year $ 29,673 $ 160 $ 19,110 — $ 48,943 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 — 121,929 47,278 — 169,207 Inventories, net — 138,636 31,134 (840 ) 168,930 Deferred tax assets, net — 24,351 247 — 24,598 Prepaid expenses and other current assets 160 11,085 5,548 — 16,793 Current assets of discontinued operations 0 25,642 — — 25,642 Total current assets 13,118 321,646 102,390 (840 ) 436,314 Property and equipment, net — 102,560 14,071 (155 ) 116,476 Goodwill — 949,181 109,260 (34,551 ) 1,023,890 Intangible assets, net — 810,897 15,008 — 825,905 Investment in subsidiaries 1,297,699 1,686,557 56,572 (3,040,828 ) — Intercompany receivables 836,759 — — (836,759 ) — Other non-current assets — 1,806 2,399 — 4,205 Non current assets of discontinued operations — 163,071 — — 163,071 Total assets $ 2,147,576 $ 4,035,718 $ 299,700 $ (3,913,133 ) $ 2,569,861 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 46,875 $ 12,370 $ — $ 59,245 Current portion of debt obligations 8,912 — 63 — 8,975 Other current liabilities 29,589 65,106 29,083 — 123,778 Current liabilities of discontinued operations — 8,681 — — 8,681 Total current liabilities 38,501 120,662 41,516 — 200,679 Long-term debt obligations 2,233,309 — — — 2,233,309 Deferred tax liabilities, net — 237,813 5,310 — 243,123 Intercompany payables, net — 552,612 135,833 (688,445 ) — Other long-term liabilities — 12,244 2,122 — 14,366 Total liabilities 2,271,810 923,331 184,781 (688,445 ) 2,691,477 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 $ 2,147,576 $ 4,035,718 $ 299,700 $ (3,913,133 ) $ 2,569,861 DJO Finance LLC Condensed Consolidating Statements of Operations For the Year Ended December 31, 2014 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 917,604 $ 318,849 $ (148,924 ) $ 1,087,529 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $32,962) — 400,295 230,721 (169,016 ) 462,000 Selling, general and administrative — 339,158 100,714 — 439,872 Research and development — 33,060 4,245 (28 ) 37,277 Amortization of intangible assets — 80,045 3,899 — 83,944 — 852,558 339,579 (169,044 ) 1,023,093 Operating income (loss) — 65,046 (20,730 ) 20,120 64,436 Other (expense) income: Interest (expense) income, net (174,309 ) 94 (110 ) — (174,325 ) Loss on modification of debt (938 ) — — — (938 ) Other expense, net — (280 ) (4,917 ) — (5,197 ) Intercompany (expense) income, net — (14,848 ) 24,037 (9,189 ) — Equity in loss of subsidiaries, net 84,713 — — (84,713 ) — (90,534 ) (15,034 ) 19,010 (93,902 ) (180,460 ) (Loss) income before income taxes (90,534 ) 50,012 (1,720 ) (73,782 ) (116,024 ) Income tax (benefit) provision — (8,972 ) 4,252 — (4,720 ) Net (loss) income from continuing operations (90,534 ) 58,984 (5,972 ) (73,782 ) (111,304 ) Net income from discontinued operations — 21,742 — — 21,742 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- Guarantors Eliminations Consolidated Net (loss) income $ (90,534 ) $ 80,726 $ (5,972 ) $ (73,782 ) $ (89,562 ) Other comprehensive (loss) income, net of taxes: Foreign currency translation adjustments, net of tax benefit of $3,871 — — (13,167 ) — (13,167 ) Other comprehensive 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- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net loss) income $ (90,534 ) $ 80,726 $ (5,972 ) $ (73,782 ) $ (89,562 ) Net income from discontinued operations — (21,742 ) $ — — (21,742 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 29,127 6,265 (179 ) 35,213 Amortization of intangible assets — 80,045 3,899 — 83,944 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 — (1,223 ) 105 — (1,118 ) Deferred income tax benefit — (8,618 ) (1,104 ) (988 ) (10,710 ) Equity in loss of subsidiaries, net (84,713 ) — — 84,713 — Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable — (6,851 ) (7,609 ) — (14,460 ) Inventories — (12,178 ) 12,746 (20,065 ) (19,497 ) Prepaid expenses and other assets — 6,864 4,851 (291 ) 11,424 Accounts payable and other (83 ) 4,057 1,618 2,052 7,644 Net cash (used in) provided by continuing operating activities (165,700 ) 152,076 14,799 (8,540 ) (7,365 ) Net cash provided by discontinued operations — 53,852 — — 53,852 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 — (46,269 ) (6,597 ) 125 (52,741 ) Other investing activities, net — (676 ) (362 ) — (1,038 ) Net cash (used in) provided by investing activities from continuing operations — (46,945 ) (11,546 ) 125 (58,366 ) Net cash used in investing activities from discontinued operations — (52 ) — — (52 ) 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 Statements of Operations For the Year Ended December 31, 2013 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 871,576 $ 282,317 $ (133,109 ) $ 1,020,784 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $33,719) — 389,932 191,135 (146,359 ) 434,708 Selling, general and administrative — 315,163 94,022 7 409,192 Research and development — 29,376 3,577 23 32,976 Amortization of intangible assets — 81,043 5,369 — 86,412 Impairment of goodwill — 49,600 — — 49,600 — 865,114 294,103 (146,329 ) 1,012,888 Operating income (loss) — 6,462 (11,786 ) 13,220 7,896 Other (expense) income: Interest (expense) income, net (177,570 ) 81 (81 ) — (177,570 ) Loss on modification and extinguishment of debt (1,059 ) — — — (1,059 ) Other (expense) income, net — (305 ) (10,684 ) 9,712 (1,277 ) Intercompany income (expense), net — 4,379 17,799 (22,178 ) — Equity in (loss) income of subsidiaries, net (24,823 ) — — 24,823 — (203,452 ) 4,155 7,034 12,357 (179,906 ) (Loss) income before income taxes (203,452 ) 10,617 (4,752 ) 25,577 (172,010 ) Income tax (benefit) provision — 12,163 5,288 — 17,451 Net loss from continuing operations (203,452 ) (1,546 ) (10,040 ) 25,577 (189,461 ) Net loss from discontinued operations (13,101 ) (13,101 ) 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- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (203,452 ) $ (14,647 ) $ (10,040 ) $ 25,577 $ (202,562 ) Net loss from discontinued operations 13,101 13,101 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 27,382 5,383 (258 ) 32,507 Amortization of intangible assets — 81,043 5,369 — 86,412 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 — 49,600 — — 49,600 Impairment of intangible assets — — — — — (Gain) loss on disposal of assets, net — (1,696 ) 684 — (1,012 ) Deferred income tax expense (benefit) — 10,895 (1,233 ) 147 9,809 Equity in income of subsidiaries, net 24,823 — — (24,823 ) — Changes in operating assets and liabilities: Accounts receivable — (13,127 ) (6,332 ) — (19,459 ) Inventories — 4,565 7,738 (9,064 ) 3,239 Prepaid expenses and other assets — (990 ) (7,368 ) (311 ) (8,669 ) Accounts payable and other (1,839 ) (3,175 ) 7,597 (744 ) 1,839 Net cash (used in) provided by operating activities (171,397 ) 155,106 1,798 (9,476 ) (23,969 ) Net cash provided by discontinued operations — 53,749 — — 53,749 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 from continuing operations — (30,589 ) (10,458 ) (16 ) (41,063 ) Net cash provided by investing activities from discontinued operations — — — — Net cash (used in) provided by 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 |