SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 15. 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 April 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 13,974 $ 1,321 $ 21,949 $ — $ 37,244 Accounts receivable, net — 124,797 47,595 — 172,392 Inventories, net — 138,641 51,830 (13,938 ) 176,533 Prepaid expenses and other current assets 10 16,919 8,329 — 25,258 Total current assets 13,984 281,678 129,703 (13,938 ) 411,427 Property and equipment, net — 112,088 13,878 (75 ) 125,891 Goodwill — 951,005 102,071 (32,218 ) 1,020,858 Intangible assets, net — 718,717 11,221 — 729,938 Investment in subsidiaries 1,297,699 1,687,724 52,749 (3,038,172 ) — Intercompany receivables 578,904 — — (578,904 ) — Other non-current assets — 1,315 4,156 — 5,471 Total assets $ 1,890,587 $ 3,752,527 $ 313,778 $ (3,663,307 ) $ 2,293,585 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 66,096 $ 10,200 $ — $ 76,296 Current portion of debt obligations 10,550 — — — 10,550 Other current liabilities 40,424 59,414 27,684 — 127,522 Current liabilities of discontinued operations 2,934 2,934 Total current liabilities 50,974 128,444 37,884 — 217,302 Long-term debt obligations 2,342,179 — — — 2,342,179 Deferred tax liabilities, net — 211,940 5,963 — 217,903 Intercompany payables, net — 378,776 146,914 (525,690 ) — Other long-term liabilities 3,610 15,157 675 — 19,442 Total liabilities 2,396,763 734,317 191,436 (525,690 ) 2,796,826 Noncontrolling interests — — 2,935 — 2,935 Total membership (deficit) equity (506,176 ) 3,018,210 119,407 (3,137,617 ) (506,176 ) Total liabilities and (deficit) equity $ 1,890,587 $ 3,752,527 $ 313,778 $ (3,663,307 ) $ 2,293,585 DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended April 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 243,660 $ 75,495 $ (40,249 ) $ 278,906 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $7,407) — 94,841 64,394 (41,152 ) 118,083 Selling, general and administrative — 97,810 24,119 — 121,929 Research and development — 8,881 973 — 9,854 Amortization of intangible assets — 19,147 431 — 19,578 — 220,679 89,917 (41,152 ) 269,444 Operating income (loss) — 22,981 (14,422 ) 903 9,462 Other (expense) income: Interest (expense) income, net (42,283 ) 20 (7 ) — (42,270 ) Other (expense) income, net — (8,020 ) 8,304 — 284 Intercompany income (expense) , net — 363 118 (481 ) — Equity in income (loss) of subsidiaries, net 3,962 — — (3,962 ) — (38,321 ) (7,637 ) 8,415 (4,443 ) (41,986 ) (Loss) income before income taxes (38,321 ) 15,344 (6,007 ) (3,540 ) (32,524 ) Income tax provision — (4,407 ) (1,006 ) — (5,413 ) Net (loss) income from continuing operations (38,321 ) 10,937 (7,013 ) (3,540 ) (37,937 ) Net loss from discontinued operations (190 ) (190 ) Net (loss) income (38,321 ) 10,747 (7,013 ) (3,540 ) (38,127 ) Net income attributable to noncontrolling interests — — (193 ) — (193 ) Net (loss) income attributable to DJOFL $ (38,321 ) $ 10,747 $ (7,206 ) $ (3,540 ) $ (38,320 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended April 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (38,321 ) $ 10,747 $ (7,013 ) $ (3,540 ) $ (38,127 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $277 — — 5,608 — 5,608 Unrealized loss on cash flow hedges, net of tax provision of zero (5,391 ) — — — (5,391 ) Other comprehensive (loss) income (5,391 ) — 5,608 — 217 Comprehensive (loss) income (43,712 ) 10,747 (1,513 ) (3,540 ) (37,910 ) Comprehensive income attributable to noncontrolling interests — — (301 ) — (301 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (43,712 ) $ 10,747 $ (1,814 ) $ (3,540 ) $ (38,211 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Three months Ended April 1, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net (loss) income $ (38,321 ) $ 10,747 $ (7,013 ) $ (3,540 ) $ (38,127 ) Net loss from discontinued operations 190 $ 190 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 9,123 1,214 (13 ) 10,324 Amortization of intangible assets — 19,147 431 — 19,578 Amortization of debt issuance costs and non-cash interest expense 1,892 — — — 1,892 Stock-based compensation expense — 205 — — 205 Loss (gain) on disposal of assets, net — 17 75 (1 ) 91 Deferred income tax expense (benefit) — 2,917 (265 ) — 2,652 Equity in (loss) income of subsidiaries, net (3,962 ) — — 3,962 — Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable — 3,287 (1,881 ) — 1,406 Inventories — 4,066 (1,275 ) (1,214 ) 1,577 Prepaid expenses and other assets 1,345 (4,351 ) (1,055 ) 765 (3,296 ) Accounts payable and other current liabilities 21,377 (3,457 ) (1,636 ) (899 ) 15,385 Net cash (used in) provided by continuing operating activities (17,669 ) 41,891 (11,405 ) (940 ) 11,877 Net cash (used in) discontinued operations - (7,720 ) — - (7,720 ) Net cash (used in) provided by operating activities (17,669 ) 34,171 (11,405 ) (940 ) 4,157 Cash Flows From Investing Activities: Purchases of property and equipment — (10,939 ) (1,081 ) (1 ) (12,021 ) Net cash used in investing activities from continuing operations — (10,939 ) (1,081 ) (1 ) (12,021 ) Net cash provided by investing activities from discontinued operations — — — — — Net cash used in investing activities — (10,939 ) (1,081 ) (1 ) (12,021 ) Cash Flows From Financing Activities: Intercompany 6,245 (22,071 ) 14,885 941 — Proceeds from issuance of debt 6,000 — — — 6,000 Repayments of debt obligations (10,275 ) — — — (10,275 ) Net cash provided by (used in) financing activities 1,970 (22,071 ) 14,885 941 (4,275 ) Effect of exchange rate changes on cash and cash equivalents — — 440 — 440 Net (decrease) increase in cash and cash equivalents (15,699 ) 1,161 2,839 — (11,699 ) Cash and cash equivalents, beginning of year 29,673 160 19,110 — 48,943 Cash and cash equivalents, end of year $ 13,974 $ 1,321 $ 21,949 $ - $ 37,244 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 March 28, 2015 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net sales $ — $ 218,392 $ 70,536 $ (41,417 ) $ 247,511 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $7,535) — 90,921 53,334 (42,371 ) 101,884 Selling, general and administrative — 84,338 22,847 — 107,185 Research and development — 7,882 982 — 8,864 Amortization of intangible assets — 19,198 630 — 19,828 — 202,339 77,793 (42,371 ) 237,761 Operating income (loss) — 16,053 (7,257 ) 954 9,750 Other (expense) income: Interest (expense) income, net (42,871 ) 12 (7 ) — (42,866 ) Other expense, net — (525 ) (3,631 ) - (4,156 ) Intercompany income (expense), net - 319 25 (344 ) - Equity in income of subsidiaries, net 7,344 - — (7,344 ) - (35,527 ) (194 ) (3,613 ) (7,688 ) (47,022 ) (Loss) income before income taxes (35,527 ) 15,859 (10,870 ) (6,734 ) (37,272 ) Income tax provision — (1,603 ) (342 ) — (1,945 ) Net (loss) income from continuing operations (35,527 ) 14,256 (11,212 ) (6,734 ) (39,217 ) Net income from discontinued operations — 3,992 — — 3,992 Net loss (income) (35,527 ) 18,248 (11,212 ) (6,734 ) (35,225 ) Net income attributable to noncontrolling interests — — (301 ) — (301 ) Net (loss) income attributable to DJOFL $ (35,527 ) $ 18,248 $ (11,513 ) $ (6,734 ) $ (35,526 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended March 28, 2015 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net (loss) income $ (35,527 ) $ 18,248 $ (11,212 ) $ (6,734 ) $ (35,225 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax benefit of $492 — — (9,442 ) — (9,442 ) Other comprehensive loss — — (9,442 ) — (9,442 ) Comprehensive (loss) income (35,527 ) 18,248 (20,654 ) (6,734 ) (44,667 ) Comprehensive income attributable to noncontrolling interests — — (17 ) — (17 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (35,527 ) $ 18,248 $ (20,671 ) $ (6,734 ) $ (44,684 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Three months Ended March 28, 2015 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (35,527 ) $ 18,248 $ (11,212 ) $ (6,734 ) $ (35,225 ) Net income from discontinued operations — (3,992 ) — — (3,992 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 7,038 1,202 (26 ) 8,214 Amortization of intangible assets — 19,198 630 — 19,828 Amortization of debt issuance costs and non-cash interest expense 2,288 — — — 2,288 Stock-based compensation expense — 613 — — 613 Gain on disposal of assets, net — 40 34 — 74 Deferred income tax expense (benefit) — 7,631 (340 ) - 7,291 Equity in (loss) income of subsidiaries, net (7,344 ) — — 7,344 — Changes in operating assets and liabilities: Accounts receivable — 4,992 (1,968 ) — 3,024 Inventories — (19 ) (5,291 ) (2,788 ) (8,098 ) Prepaid expenses and other assets 44 2,325 265 193 2,827 Accounts payable and other current liabilities 25,950 (14,158 ) (4,100 ) 4,615 12,307 Net cash (used in) provided by continuing operating activities (14,589 ) 41,916 (20,780 ) 2,604 9,151 Net cash provided by discontinued operations — 5,991 — — 5,991 Net cash (used in) provided by operating activities (14,589 ) 47,907 (20,780 ) 2,604 15,142 Cash Flows from Investing Activities: Purchases of property and equipment — (4,715 ) (1,505 ) 3 (6,217 ) Net cash (used in) provided by investing activities from continuing operations — (4,715 ) (1,505 ) 3 (6,217 ) Net cash provided by investing activities from discontinued operations — — — — — Net cash (used in) provided by investing activities — (4,715 ) (1,505 ) 3 (6,217 ) Cash Flows from Financing Activities: Intercompany 33,363 (49,366 ) 18,610 (2,607 ) — Proceeds from issuance of debt 17,000 — — — 17,000 Repayments of debt (20,000 ) — (19 ) — (20,019 ) Net cash provided by (used in) financing activities 30,363 (49,366 ) 18,591 (2,607 ) (3,019 ) Effect of exchange rate changes on cash and cash equivalents — — (1,362 ) — (1,362 ) Net increase (decrease) in cash and cash equivalents 15,774 (6,174 ) (5,056 ) — 4,544 Cash and cash equivalents at beginning of period 12,958 3 18,183 — 31,144 Cash and cash equivalents at end of period $ 28,732 $ (6,171 ) $ 13,127 $ — $ 35,688 |