SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 15. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS DJOFL and its direct wholly owned subsidiary, 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 June 27, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 25,881 $ 2,533 $ 19,971 $ — $ 48,385 Accounts receivable, net — 141,767 46,510 — 188,277 Inventories, net — 146,002 47,659 (11,708 ) 181,953 Deferred tax assets, net — 24,367 231 — 24,598 Prepaid expenses and other current assets 177 12,696 6,190 — 19,063 Total current assets 26,058 327,365 120,561 (11,708 ) 462,276 Property and equipment, net — 106,904 13,776 (97 ) 120,583 Goodwill — 1,066,479 101,376 (32,081 ) 1,135,774 Intangible assets, net — 805,564 12,666 — 818,230 Investment in subsidiaries 1,297,700 1,686,557 51,904 (3,036,161 ) — Intercompany receivables 801,154 — — (801,154 ) — Other non-current assets 15,442 1,861 2,233 — 19,536 Total assets $ 2,140,354 $ 3,994,730 $ 302,516 $ (3,881,201 ) $ 2,556,399 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 55,412 $ 10,590 $ — $ 66,002 Current portion of debt obligations 7,763 — 9 — 7,772 Other current liabilities 24,168 62,183 24,387 — 110,738 Total current liabilities 31,931 117,595 34,986 — 184,512 Long-term debt obligations 2,350,194 — — — 2,350,194 Deferred tax liabilities, net — 240,925 5,337 — 246,262 Intercompany payables, net — 464,367 150,610 (614,977 ) — Other long-term liabilities — 12,674 1,650 — 14,324 Total liabilities 2,382,125 835,561 192,583 (614,977 ) 2,795,292 Noncontrolling interests — — 2,878 — 2,878 Total membership (deficit) equity (241,771 ) 3,159,169 107,055 (3,266,224 ) (241,771 ) Total liabilities and (deficit) equity $ 2,140,354 $ 3,994,730 302,516 $ (3,881,201 ) $ 2,556,399 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 $ — $ 274,312 $ 75,498 $ (38,967 ) $ 310,843 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $7,886) — 110,395 57,651 (42,510 ) 125,536 Selling, general and administrative — 97,200 21,823 — 119,023 Research and development — 8,153 586 — 8,739 Amortization of intangible assets — 21,479 621 — 22,100 Impairment of intangible assets 4,500 — — 4,500 — 241,727 80,681 (42,510 ) 279,898 Operating income (loss) — 32,585 (5,183 ) 3,543 30,945 Other (expense) income: Interest (expense) income, net (44,567 ) 23 (8 ) — (44,552 ) Loss on modification and extinguishment of debt (67,967 ) — — — (67,967 ) Other expense, net — (72 ) 827 — 755 Intercompany (expense) income, net — (8,573 ) 8,267 306 — Equity in loss of subsidiaries, net 34,558 — — (34,558 ) — (77,976 ) (8,622 ) 9,086 (34,252 ) (111,764 ) (Loss) income before income taxes (77,976 ) 23,963 3,903 (30,709 ) (80,819 ) Income tax benefit (provision) — 4,029 (1,022 ) — 3,007 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 $ — $ 525,294 $ 146,034 $ (80,384 ) $ 590,944 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $15,773) — 208,674 110,985 (84,881 ) 234,778 Selling, general and administrative — 194,126 44,670 — 238,796 Research and development — 16,071 1,568 — 17,639 Amortization of intangible assets — 42,958 1,251 — 44,209 Impairment of intangible assets 4,500 — — 4,500 — 466,329 158,474 (84,881 ) 539,922 Operating income (loss) — 58,965 (12,440 ) 4,497 51,022 Other (expense) income: Interest (expense) income, net (87,438 ) 80 (15 ) — (87,373 ) Loss on modification and extinguishment of debt (67,967 ) — — — (67,967 ) Other expense, net — (592 ) (2,804 ) — (3,396 ) Intercompany (expense) income, net — (8,254 ) 8,292 (38 ) — Equity in loss of subsidiaries, net 41,902 — — (41,902 ) — (113,503 ) (8,766 ) 5,473 (41,940 ) (158,736 ) (Loss) income before income taxes (113,503 ) 50,199 (6,967 ) (37,443 ) (107,714 ) Income tax provision — (3,959 ) (1,364 ) — (5,323 ) 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 income, net of taxes: Foreign currency translation adjustments, net of tax provision of $152 — — 4,137 — 4,137 Other comprehensive income — — 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 income, 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 income 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 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 14,790 2,377 (49 ) 17,118 Amortization of intangible assets — 42,958 1,251 — 44,209 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 Impairment of intangible assets — 4,500 — — 4,500 Loss on disposal of assets, net — 139 127 (8 ) 258 Deferred income tax expense — 3,351 384 — 3,735 Equity in loss of subsidiaries, net (41,902 ) — — 41,902 — Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable — (985 ) (2,404 ) — (3,389 ) Inventories — 185 (1,603 ) (7,159 ) (8,577 ) Prepaid expenses and other assets (17 ) (1,202 ) (892 ) 73 (2,038 ) Accounts payable and other current liabilities (5,422 ) (2,199 ) (3,322 ) 4,421 (6,522 ) Net cash (used in) provided by operating activities (88,642 ) 108,929 (12,413 ) 1,737 9,611 Cash Flows From Investing Activities: Purchases of property and equipment — (16,535 ) (2,942 ) 11 (19,466 ) Proceeds from disposition of assets — 24 — — 24 Net cash (used in) provided by investing activities — (16,511 ) (2,942 ) 11 (19,442 ) 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 obligations (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 in cash and cash equivalents 12,923 2,530 1,788 — 17,241 Cash and cash equivalents, beginning of year 12,958 3 18,183 — 31,144 Cash and cash equivalents, end of year $ 25,881 $ 2,533 $ 19,971 $ — $ 48,385 DJO Finance LLC Condensed Consolidating Balance Sheets As of December 31, 2014 (in thousands) DJOFL Guarantors Non- 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 Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended June 28, 2014 (in thousands) DJOFL Guarantors Non - Eliminations Consolidated Net sales $ — $ 271,593 $ 81,513 $ (39,239 ) $ 313,867 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $8,652) — 111,407 59,559 (43,526 ) 127,440 Selling, general and administrative — 100,366 27,437 — 127,803 Research and development — 8,545 1,058 — 9,603 Amortization of intangible assets — 22,340 1,160 — 23,500 — 242,658 89,214 (43,526 ) 288,346 Operating income (loss) — 28,935 (7,701 ) 4,287 25,521 Other (expense) income: Interest expense, net (43,461 ) 42 (148 ) — (43,567 ) Loss on modification and extinguishment of debt (1,019 ) — — — (1,019 ) Other income, net — 354 258 — 612 Intercompany income (expense), net — 361 (489 ) 128 — Equity in income of subsidiaries, net 19,046 — — (19,046 ) — (25,434 ) 757 (379 ) (18,918 ) (43,974 ) (Loss) income before income taxes (25,434 ) 29,692 (8,080 ) (14,631 ) (18,453 ) Income tax provision — (5,952 ) (802 ) — (6,754 ) Net (loss) income (25,434 ) 23,740 (8,882 ) (14,631 ) (25,207 ) Net income attributable to noncontrolling interests — — (227 ) — (227 ) Net (loss) income attributable to DJOFL $ (25,434 ) $ 23,740 $ (9,109 ) $ (14,631 ) $ (25,434 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Six Months Ended June 28, 2014 (in thousands) DJOFL Guarantors Non - Eliminations Consolidated Net sales $ — $ 509,772 $ 159,589 $ (72,750 ) $ 596,611 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $17,335) — 211,665 113,519 (82,029 ) 243,155 Selling, general and administrative — 196,778 54,555 — 251,333 Research and development — 17,068 2,273 — 19,341 Amortization of intangible assets — 44,755 2,304 — 47,059 — 470,266 172,651 (82,029 ) 560,888 Operating income (loss) — 39,506 (13,062 ) 9,279 35,723 Other (expense) income: Interest expense, net (87,159 ) 91 (170 ) — (87,238 ) Loss on modification and extinguishment of debt (1,019 ) — — — (1,019 ) Other income, net — 147 385 — 532 Intercompany income (expense), net — 709 (753 ) 44 — Equity in income of subsidiaries, net 26,222 — — (26,222 ) — (61,956 ) 947 (538 ) (26,178 ) (87,725 ) (Loss) income before income taxes (61,956 ) 40,453 (13,600 ) (16,899 ) (52,002 ) Income tax provision — (7,333 ) (2,045 ) — (9,378 ) Net (loss) income (61,956 ) 33,120 (15,645 ) (16,899 ) (61,380 ) Net income attributable to noncontrolling interests — — (576 ) — (576 ) Net (loss) income attributable to DJOFL $ (61,956 ) $ 33,120 $ (16,221 ) $ (16,899 ) $ (61,956 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended June 28, 2014 (in thousands) DJOFL Guarantors Non - Eliminations Consolidated Net (loss) income $ (25,434 ) $ 23,740 $ (8,882 ) $ (14,631 ) $ (25,207 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax benefit of $345 — — (1,602 ) — (1,602 ) Other comprehensive loss — — (1,602 ) — (1,602 ) Comprehensive (loss) income (25,434 ) 23,740 (10,484 ) (14,631 ) (26,809 ) Comprehensive loss attributable to noncontrolling interests — — (199 ) — (199 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (25,434 ) $ 23,740 $ (10,683 ) $ (14,631 ) $ (27,008 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Six Months Ended June 28, 2014 (in thousands) DJOFL Guarantors Non - Eliminations Consolidated Net (loss) income $ (61,956 ) $ 33,120 $ (15,645 ) $ (16,899 ) $ (61,380 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax benefit of $335 — — (1,905 ) — (1,905 ) Other comprehensive loss — — (1,905 ) — (1,905 ) Comprehensive (loss) income (61,956 ) 33,120 (17,550 ) (16,899 ) (63,285 ) Comprehensive loss attributable to noncontrolling interests — — (544 ) — (544 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (61,956 ) $ 33,120 $ (18,094 ) $ (16,899 ) $ (63,829 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Six Months Ended June 28, 2014 (in thousands) DJOFL Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (61,956 ) $ 33,120 $ (15,645 ) $ (16,899 ) $ (61,380 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 14,199 3,099 (98 ) 17,200 Amortization of intangible assets — 44,755 2,304 — 47,059 Amortization of debt issuance costs and non-cash interest expense 4,219 — — — 4,219 Loss on modification and extinguishment of debt 1,019 — — — 1,019 Stock-based compensation expense — 931 — — 931 (Loss) gain on disposal of assets, net — (1,389 ) 37 — (1,352 ) Deferred income tax expense (benefit) — 6,813 (20 ) (20 ) 6,773 Equity in income of subsidiaries, net (26,222 ) — — 26,222 — Changes in operating assets and liabilities: Accounts receivable — (2,188 ) (4,441 ) — (6,629 ) Inventories — (2,656 ) 6,727 (8,464 ) (4,393 ) Prepaid expenses and other assets 87 3,258 (604 ) (115 ) 2,626 Accounts payable and other current liabilities 3,053 9,353 (13 ) (437 ) 11,956 Net cash (used in) provided by operating activities (79,800 ) 106,196 (8,556 ) 189 18,029 Cash Flows from Investing Activities: Cash paid in connection with acquisitions, net of cash acquired — — (4,587 ) — (4,587 ) Purchases of property and equipment — (28,890 ) (2,907 ) 91 (31,706 ) Other investing activities, net — (711 ) (183 ) — (894 ) Net cash (provided by) used in investing activities — (29,601 ) (7,677 ) 91 (37,187 ) Cash Flows from Financing Activities: Intercompany 55,784 (70,703 ) 15,201 (282 ) — Proceeds from issuance of debt 942,294 — — — 942,294 Repayments of debt (920,400 ) — (58 ) — (920,458 ) Payment of debt issuance costs (1,812 ) — — — (1,812 ) Payment of contingent consideration — (5,690 ) — — (5,690 ) Investment by parent 22 — — — 22 Cash paid in connection with the cancellation of vested options (2,001 ) — — — (2,001 ) Net cash provided by (used in) financing activities 73,887 (76,393 ) 15,143 (282 ) 12,355 Effect of exchange rate changes on cash and cash equivalents — — (132 ) — (132 ) Net (decrease) increase in cash and cash equivalents (5,913 ) 202 (1,222 ) (2 ) (6,935 ) Cash and cash equivalents at beginning of period 22,370 358 20,848 2 43,578 Cash and cash equivalents at end of period $ 16,457 $ 560 $ 19,626 $ — $ 36,643 |