SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 16. 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. 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 September 26, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 34,765 $ 177 $ 21,744 $ — $ 56,686 Accounts receivable, net — 134,160 44,582 — 178,742 Inventories, net — 150,723 40,017 (5,621 ) 185,119 Deferred tax assets, net — 24,367 218 — 24,585 Prepaid expenses and other current assets 102 14,584 7,729 — 22,415 Total current assets 34,867 324,011 114,290 (5,621 ) 467,547 Property and equipment, net — 107,043 13,363 (101 ) 120,305 Goodwill — 951,081 100,267 (31,963 ) 1,019,385 Intangible assets, net — 757,375 11,944 — 769,319 Investment in subsidiaries 1,297,699 1,686,556 51,899 (3,036,154 ) — Intercompany receivables 636,225 — — (636,225 ) — Other non-current assets — 1,798 2,104 — 3,902 Total assets $ 1,968,791 $ 3,827,864 $ 293,867 $ (3,710,064 ) $ 2,380,458 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 52,938 $ 8,830 $ — $ 61,768 Current portion of debt obligations 10,550 — — — 10,550 Other current liabilities 57,293 63,391 30,139 — 150,823 Total current liabilities 67,843 116,329 38,969 — 223,141 Long-term debt obligations 2,320,337 — — — 2,320,337 Deferred tax liabilities, net — 232,759 5,279 — 238,038 Intercompany payables, net — 438,273 146,890 (585,163 ) — Other long-term liabilities — 13,671 1,645 — 15,316 Total liabilities 2,388,180 801,032 192,783 (585,163 ) 2,796,832 Noncontrolling interests — — 3,015 — 3,015 Total membership (deficit) equity (419,389 ) 3,026,832 98,069 (3,124,901 ) (419,389 ) Total liabilities and (deficit) equity $ 1,968,791 $ 3,827,864 293,867 $ (3,710,064 ) $ 2,380,458 DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended September 26, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 266,628 $ 68,516 $ (35,146 ) $ 299,998 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $8,215) — 105,791 54,091 (39,525 ) 120,357 Selling, general and administrative — 101,893 21,926 — 123,819 Research and development — 6,642 1,070 — 7,712 Amortization of intangible assets — 21,908 616 — 22,524 Impairment of goodwill — 117,298 — — 117,298 Impairment of intangible and other long lived assets — 47,650 — — 47,650 — 401,182 77,703 (39,525 ) 439,360 Operating income (loss) — (134,554 ) (9,187 ) 4,379 (139,362 ) Other (expense) income: Interest (expense) income, net (42,130 ) 17 (7 ) — (42,120 ) Loss on modification and extinguishment of debt (335 ) — — — (335 ) Other expense, net — (227 ) (2,826 ) — (3,053 ) Intercompany (expense) income, net — (5,552 ) 5,590 (38 ) — Equity in loss of subsidiaries, net (135,374 ) — — 135,374 — (177,839 ) (5,762 ) 2,757 135,336 (45,508 ) (Loss) income before income taxes (177,839 ) (140,316 ) (6,430 ) 139,715 (184,870 ) Income tax benefit (provision) — 7,836 (664 ) — 7,172 Net (loss) income (177,839 ) (132,480 ) (7,094 ) 139,715 (177,698 ) Net income attributable to noncontrolling interests — — (140 ) — (140 ) Net (loss) income attributable to DJOFL $ (177,839 ) $ (132,480 ) $ (7,234 ) $ 139,715 $ (177,838 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Nine Months Ended September 26, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 791,922 $ 214,550 $ (115,530 ) $ 890,942 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $23,988) — 314,465 165,076 (124,406 ) 355,135 Selling, general and administrative — 296,019 66,596 — 362,615 Research and development — 22,713 2,638 — 25,351 Amortization of intangible assets — 64,866 1,867 — 66,733 Impairment of goodwill 117,298 117,298 Impairment of intangible and other long lived assets — 52,150 — — 52,150 — 867,511 236,177 (124,406 ) 979,282 Operating income (loss) — (75,589 ) (21,627 ) 8,876 (88,340 ) Other (expense) income: Interest (expense) income, net (129,568 ) 97 (22 ) — (129,493 ) Loss on modification and extinguishment of debt (68,302 ) — — — (68,302 ) Other expense, net — (819 ) (5,630 ) — (6,449 ) Intercompany (expense) income, net — (13,806 ) 13,882 (76 ) — Equity in loss of subsidiaries, net (93,472 ) — — 93,472 — (291,342 ) (14,528 ) 8,230 93,396 (204,244 ) (Loss) income before income taxes (291,342 ) (90,117 ) (13,397 ) 102,272 (292,584 ) Income tax provision — 3,877 (2,028 ) — 1,849 Net (loss) income (291,342 ) (86,240 ) (15,425 ) 102,272 (290,735 ) Net income attributable to noncontrolling interests — — (606 ) — (606 ) Net (loss) income attributable to DJOFL $ (291,342 ) $ (86,240 ) $ (16,031 ) $ 102,272 $ (291,341 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended September 26, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (177,839 ) $ (132,480 ) $ (7,094 ) $ 139,715 $ (177,698 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $37 — — (81 ) — (81 ) Other comprehensive loss — — (81 ) — (81 ) Comprehensive (loss) income (177,839 ) (132,480 ) (7,175 ) 139,715 (177,779 ) Comprehensive income attributable to noncontrolling interests — — (137 ) — (137 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (177,839 ) $ (132,480 ) $ (7,312 ) $ 139,715 $ (177,916 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Nine Months Ended September 26, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (291,342 ) $ (86,240 ) $ (15,425 ) $ 102,272 $ (290,735 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax benefit of $377 — — (5,386 ) — (5,386 ) Other comprehensive loss — — (5,386 ) — (5,386 ) Comprehensive (loss) income (291,342 ) (86,240 ) (20,811 ) 102,272 (296,121 ) Comprehensive income attributable to noncontrolling interests — — (397 ) — (397 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (291,342 ) $ (86,240 ) $ (21,208 ) $ 102,272 $ (296,518 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Nine Months Ended September 26, 2015 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net (loss) income $ (291,342 ) $ (86,240 ) $ (15,425 ) $ 102,272 $ (290,735 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 22,416 3,558 (80 ) 25,894 Amortization of intangible assets — 64,866 1,867 — 66,733 Amortization of debt issuance costs and non-cash interest expense 5,987 — — — 5,987 Stock-based compensation expense — 1,450 — — 1,450 Loss on modification and extinguishment of debt 68,302 — — — 68,302 Impairment of goodwill — 117,298 — — 117,298 Impairment of intangible and other long lived assets 52,150 52,150 Loss on disposal of assets, net — 499 139 (8 ) 630 Deferred income tax expense — (4,486 ) 361 — (4,125 ) Equity in loss of subsidiaries, net 93,472 — — (93,472 ) — Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable — 6,621 (1,323 ) — 5,298 Inventories — (3,649 ) 4,623 (13,156 ) (12,182 ) Prepaid expenses and other assets 58 (627 ) (3,112 ) 606 (3,075 ) Accounts payable and other current liabilities 27,705 (3,491 ) 1,344 4,537 30,095 Net cash (used in) provided by operating activities (95,818 ) 166,807 (7,968 ) 699 63,720 Cash Flows From Investing Activities: Purchases of property and equipment — (26,647 ) (4,041 ) 78 (30,610 ) Acquisition of business and intangibles, net of cash — (24,000 ) — — (24,000 ) Proceeds from disposition of assets — 24 — — 24 Net cash (used in) provided by investing activities — (50,623 ) (4,041 ) 78 (54,586 ) Cash Flows From Financing Activities: Intercompany 103,249 (116,010 ) 13,538 (777 ) — Proceeds from issuance of debt 2,465,826 — 2,206 — 2,468,032 Repayments of debt obligations (2,389,075 ) — (58 ) — (2,389,133 ) Payment of debt issuance, modification and extinguishment costs (62,375 ) — — — (62,375 ) Net cash provided by (used in) financing activities 117,625 (116,010 ) 15,686 (777 ) 16,524 Effect of exchange rate changes on cash and cash equivalents — — (116 ) — (116 ) Net increase in cash and cash equivalents 21,807 174 3,561 — 25,542 Cash and cash equivalents, beginning of year 12,958 3 18,183 — 31,144 Cash and cash equivalents, end of year $ 34,765 $ 177 $ 21,744 $ — $ 56,686 DJO Finance LLC Condensed Consolidating Balance Sheets As of December 31, 2014 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 12,958 $ 3 $ 18,183 $ — $ 31,144 Accounts receivable, net — 140,782 47,278 — 188,060 Inventories, net — 145,046 31,134 (840 ) 175,340 Deferred tax assets, net — 24,351 247 — 24,598 Prepaid expenses and other current assets 160 11,464 5,548 — 17,172 Total current assets 13,118 321,646 102,390 (840 ) 436,314 Property and equipment, net — 106,191 14,071 (155 ) 120,107 Goodwill — 1,066,479 109,260 (34,551 ) 1,141,188 Intangible assets, net — 853,023 15,008 — 868,031 Investment in subsidiaries 1,297,699 1,686,557 56,572 (3,040,828 ) — Intercompany receivables 836,759 — — (836,759 ) — Other non-current assets — 1,822 2,399 — 4,221 Total assets $ 2,147,576 $ 4,035,718 $ 299,700 $ (3,913,133 ) $ 2,569,861 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 2,233,309 — — — 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 — 12,243 2,122 — 14,365 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 Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended September 27, 2014 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net sales $ — $ 266,323 $ 77,165 $ (37,987 ) $ 305,501 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $8,645) — 107,726 57,178 (42,288 ) 122,616 Selling, general and administrative — 100,234 23,398 — 123,632 Research and development — 8,158 1,001 — 9,159 Amortization of intangible assets — 22,337 896 — 23,233 — 238,455 82,473 (42,288 ) 278,640 Operating income (loss) — 27,868 (5,308 ) 4,301 26,861 Other (expense) income: Interest (expense) income, net (43,282 ) 21 (19 ) — (43,280 ) Other expense, net — (177 ) (3,287 ) — (3,464 ) Intercompany income (expense), net — 356 (408 ) 52 — Equity in income of subsidiaries, net 22,075 — — (22,075 ) — (21,207 ) 200 (3,714 ) (22,023 ) (46,744 ) (Loss) income before income taxes (21,207 ) 28,068 (9,022 ) (17,722 ) (19,883 ) Income tax provision — (843 ) (407 ) — (1,250 ) Net (loss) income (21,207 ) 27,225 (9,429 ) (17,722 ) (21,133 ) Net income attributable to noncontrolling interests — — (73 ) — (73 ) Net (loss) income attributable to DJOFL $ (21,207 ) $ 27,225 $ (9,502 ) $ (17,722 ) $ (21,206 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Nine Months Ended September 27, 2014 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net sales $ — $ 776,095 $ 236,754 $ (110,737 ) $ 902,112 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $25,980) — 319,382 170,706 (124,317 ) 365,771 Selling, general and administrative — 297,021 77,944 — 374,965 Research and development — 25,226 3,274 — 28,500 Amortization of intangible assets — 67,092 3,200 — 70,292 — 708,721 255,124 (124,317 ) 839,528 Operating income (loss) — 67,374 (18,370 ) 13,580 62,584 Other (expense) income: Interest (expense) income, net (130,441 ) 112 (189 ) — (130,518 ) Loss on modification and extinguishment of debt (1,019 ) — — — (1,019 ) Other expense, net — (30 ) (2,902 ) — (2,932 ) Intercompany income (expense), net — 1,065 (1,161 ) 96 — Equity in income of subsidiaries, net 48,297 — — (48,297 ) — (83,163 ) 1,147 (4,252 ) (48,201 ) (134,469 ) (Loss) income before income taxes (83,163 ) 68,521 (22,622 ) (34,621 ) (71,885 ) Income tax provision — (8,176 ) (2,452 ) — (10,628 ) Net (loss) income (83,163 ) 60,345 (25,074 ) (34,621 ) (82,513 ) Net income attributable to noncontrolling interests — — (649 ) — (649 ) Net (loss) income attributable to DJOFL $ (83,163 ) $ 60,345 $ (25,723 ) $ (34,621 ) $ (83,162 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended September 27, 2014 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net (loss) income $ (21,207 ) $ 27,225 $ (9,429 ) $ (17,722 ) $ (21,133 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax benefit of $2,449 — — (6,105 ) — (6,105 ) Other comprehensive loss — — (6,105 ) — (6,105 ) Comprehensive (loss) income (21,207 ) 27,225 (15,534 ) (17,722 ) (27,238 ) Comprehensive income attributable to noncontrolling interests — — 139 — 139 Comprehensive (loss) income attributable to DJO Finance LLC $ (21,207 ) $ 27,225 $ (15,395 ) $ (17,722 ) $ (27,099 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Nine Months Ended September 27, 2014 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net (loss) income $ (83,163 ) $ 60,345 $ (25,074 ) $ (34,621 ) $ (82,513 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax benefit of $2,784 — — (8,010 ) — (8,010 ) Other comprehensive loss — — (8,010 ) — (8,010 ) Comprehensive (loss) income (83,163 ) 60,345 (33,084 ) (34,621 ) (90,523 ) Comprehensive loss attributable to noncontrolling interests — — (405 ) — (405 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (83,163 ) $ 60,345 $ (33,489 ) $ (34,621 ) $ (90,928 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Nine Months Ended September 27, 2014 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (83,163 ) $ 60,345 $ (25,074 ) $ (34,621 ) $ (82,513 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 21,889 4,589 (143 ) 26,335 Amortization of intangible assets — 67,092 3,200 — 70,292 Amortization of debt issuance costs and non-cash interest expense 6,438 — — — 6,438 Loss on modification and extinguishment of debt 1,019 — — — 1,019 Stock-based compensation expense — 1,274 — — 1,274 (Loss) gain on disposal of assets, net — (1,312 ) 101 — (1,211 ) Deferred income tax expense (benefit) — 7,399 (591 ) (180 ) 6,628 Equity in income of subsidiaries, net (48,297 ) — — 48,297 — Changes in operating assets and liabilities: — Accounts receivable — 1,253 (4,085 ) — (2,832 ) Inventories — (8,218 ) 7,317 (12,972 ) (13,873 ) Prepaid expenses and other assets 131 (12,719 ) 3,915 (85 ) (8,758 ) Accounts payable and other current liabilities 19,817 24,277 (199 ) 391 44,286 Net cash (used in) provided by operating activities (104,055 ) 161,280 (10,827 ) 687 47,085 Cash Flows from Investing Activities: Cash paid in connection with acquisitions, net of cash acquired — — (4,587 ) — (4,587 ) Purchases of property and equipment — (37,760 ) (3,854 ) 119 (41,495 ) Other investing activities, net — (711 ) (276 ) — (987 ) Net cash (used in) provided by investing activities — (38,471 ) (8,717 ) 119 (47,069 ) Cash Flows from Financing Activities: Intercompany 94,413 (116,427 ) 22,822 (808 ) — Proceeds from issuance of debt 952,294 — — — 952,294 Repayments of debt (944,629 ) — (91 ) — (944,720 ) 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 98,287 (122,117 ) 22,731 (808 ) (1,907 ) Effect of exchange rate changes on cash and cash equivalents — — (830 ) — (830 ) Net (decrease) increase in cash and cash equivalents (5,768 ) 692 2,357 (2 ) (2,721 ) Cash and cash equivalents at beginning of period 22,370 358 20,848 2 43,578 Cash and cash equivalents at end of period $ 16,602 $ 1,050 $ 23,205 $ — $ 40,857 |