SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 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 and 10.75% 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. DJO Finance LLC Condensed Consolidating Balance Sheets As of December 31, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 15,818 $ (372 ) $ 19,766 $ — $ 35,212 Accounts receivable, net — 134,182 44,011 — 178,193 Inventories, net — 123,217 28,192 148 151,557 Prepaid expenses and other current assets 41 16,875 6,734 — 23,650 Current assets of discontinued operations 0 511 — — 511 Total current assets 15,859 274,413 98,703 148 389,123 Property and equipment, net — 114,073 13,993 (47 ) 128,019 Goodwill — 791,005 94,154 (29,533 ) 855,626 Intangible assets, net — 662,880 9,254 — 672,134 Investment in subsidiaries 1,297,698 1,680,893 48,923 (3,027,514 ) — Intercompany receivables 345,539 — — (345,539 ) — Other non-current assets — 3,086 2,450 — 5,536 Non current assets of discontinued operations — — — — — Total assets $ 1,659,096 $ 3,526,350 $ 267,477 $ (3,402,485 ) $ 2,050,438 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 54,628 $ 9,194 — $ 63,822 Current portion of debt obligations 10,550 — — — 10,550 Other current liabilities 18,224 80,389 31,392 — 130,005 Total current liabilities 28,774 135,017 40,586 — 204,377 Long-term debt obligations 2,392,238 — — — 2,392,238 Deferred tax liabilities, net — 198,920 3,820 — 202,740 Intercompany payables, net — 301,456 121,350 (422,806 ) — Other long-term liabilities 1,283 13,365 284 — 14,932 Total liabilities 2,422,295 648,758 166,040 (422,806 ) 2,814,287 Noncontrolling interests — — 2,079 — 2,079 Total membership (deficit) equity (763,199 ) 2,877,592 99,358 (2,979,679 ) (765,928 ) Total liabilities and (deficit) equity $ 1,659,096 $ 3,526,350 $ 267,477 $ (3,402,485 ) $ 2,050,438 DJO Finance LLC Condensed Consolidating Statements of Operations For the Year Ended December 31, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 1,005,714 $ 311,319 $ (161,745 ) $ 1,155,288 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $28,525) — 402,046 290,640 (181,272 ) 511,414 Selling, general and administrative — 399,466 91,227 — 490,693 Research and development — 34,071 3,639 — 37,710 Amortization of intangible assets — 74,982 1,544 — 76,526 Impairment of goodwill — 160,000 — — 160,000 — 1,070,565 387,050 (181,272 ) 1,276,343 Operating (loss) income — (64,851 ) (75,731 ) 19,527 (121,055 ) Other (expense) income: Interest (expense) income, net (170,165 ) 155 (72 ) — (170,082 ) Loss on modification of debt — — — — — Other expense, net (8 ) (33,345 ) 30,819 — (2,534 ) Intercompany (expense) income, net — (37,689 ) 37,468 221 — Equity in loss of subsidiaries, net (113,402 ) — — 113,402 — (283,575 ) (70,879 ) 68,215 113,623 (172,616 ) (Loss) income before income taxes (283,575 ) (135,730 ) (7,516 ) 133,150 (293,671 ) Income tax (benefit) provision — (11,329 ) 4,476 — (6,853 ) Net (loss) income from continuing operations (283,575 ) (124,401 ) (11,992 ) 133,150 (286,818 ) Net income from discontinued operations — 1,138 — — 1,138 Net income attributable to noncontrolling interests — — (623 ) — (623 ) Net (loss) income attributable to DJOFL $ (283,575 ) $ (123,263 ) $ (12,615 ) $ 133,150 $ (286,303 ) DJO Finance LLC Condensed Consolidating Statements of Comprehensive Loss For the Year Ended December 31, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (283,575 ) $ (123,263 ) $ (11,992 ) $ 133,150 $ (285,680 ) Other comprehensive income, net of taxes: Foreign currency translation adjustments, net of tax benefit of $34 — — (10,342 ) — (10,342 ) Unrealized loss on cash flow hedges, net of tax provision of zero (3,969 ) — — — (3,969 ) Other comprehensive loss (3,969 ) — (10,342 ) — (14,311 ) Comprehensive (loss) income (287,544 ) (123,263 ) (22,334 ) 133,150 (299,991 ) Comprehensive income attributable to noncontrolling interests — — (550 ) — (550 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (287,544 ) $ (123,263 ) $ (22,884 ) $ 133,150 $ (300,541 ) DJO Finance LLC Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2016 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net (loss) income $ (283,575 ) $ (123,263 ) $ (11,992 ) $ 133,150 $ (285,680 ) Net loss from discontinued operations (1,138 ) (1,138 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 36,396 5,023 (52 ) 41,367 Amortization of intangible assets — 74,982 1,544 — 76,526 Amortization of debt issuance costs and non-cash interest expense 7,755 — — — 7,755 Stock-based compensation expense — 3,188 — — 3,188 Impairment of goodwill — 160,000 — — 160,000 Loss (gain) on disposal of assets, net — 523 115 4 642 Deferred income tax expense (benefit) — (10,900 ) (397 ) — (11,297 ) Equity in loss of subsidiaries, net 113,402 — — (113,402 ) 0 Changes in operating assets and liabilities, net of acquired assets and liabilities: 0 Accounts receivable — (6,609 ) (1,221 ) — (7,830 ) Inventories — 17,356 18,413 (20,095 ) 15,674 Prepaid expenses and other assets 1,313 (4,434 ) 199 406 (2,516 ) Accounts payable and other 10,893 (1,358 ) 5,381 (2,990 ) 11,926 Net cash (used in) provided by continuing operating activities (150,212 ) 144,743 17,065 (2,979 ) 8,617 Net cash provided by discontinued operations — (9,837 ) — — (9,837 ) Net cash (used in) provided by operating activities (150,212 ) 134,906 17,065 (2,979 ) (1,220 ) Cash Flows From Investing Activities: Purchases of property and equipment — (45,372 ) (6,055 ) (1 ) (51,428 ) Other investing activities, net — 946 — — 946 Net cash (used in) provided by investing activities from continuing operations — (44,426 ) (6,055 ) (1 ) (50,482 ) Cash Flows From Financing Activities: Intercompany 96,436 (91,012 ) (8,404 ) 2,980 — Proceeds from issuance of debt 107,000 — — — 107,000 Repayments of debt obligations (67,079 ) — — — (67,079 ) Dividend paid by subsidiary to owners of noncontrolling interests — — (1,106 ) — (1,106 ) Net cash provided by (used in) financing activities 136,357 (91,012 ) (9,510 ) 2,980 38,815 Effect of exchange rate changes on cash and cash equivalents — — (844 ) — (844 ) Net increase in cash and cash equivalents (13,855 ) (532 ) 656 — (13,731 ) Cash and cash equivalents, beginning of year 29,673 160 19,110 — 48,943 Cash and cash equivalents, end of year $ 15,818 $ (372 ) $ 19,766 — $ 35,212 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 income (loss) — 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 (loss) income, net of taxes: Foreign currency translation adjustments, net of tax benefit of $540 — — (6,006 ) — (6,006 ) Unrealized gain on cash flow hedges, net of tax provision of zero for the year ended December 31, 2015 985 — — — 985 Other comprehensive income (loss) 985 — (6,006 ) — (5,021 ) Comprehensive (loss) income (339,942 ) (96,424 ) (10,705 ) 101,963 (345,108 ) Comprehensive income attributable to noncontrolling interests — — (557 ) — (557 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (339,942 ) $ (96,424 ) $ (11,262 ) $ 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 ) 17,145 805 7,020 13,464 Net cash (used in) provided by continuing operating activities (177,088 ) 187,836 10,913 (11,420 ) 10,241 Net cash provided by discontinued operations — 39,861 — — 39,861 Net cash (used in) provided by operating activities (177,088 ) 227,697 10,913 (11,420 ) 50,102 Cash Flows From Investing Activities: Cash paid in connection with acquisitions, net of cash acquired — (24,000 ) — — (24,000 ) Purchases of property and equipment — (38,671 ) (6,111 ) 117 (44,665 ) Other investing activities, net — 27 — — 27 Net cash (used in) provided by investing activities from continuing operations — (62,644 ) (6,111 ) 117 (68,638 ) Net cash used in investing activities from discontinued operations — (575 ) — — (575 ) Net cash (used in) provided by investing activities — (63,219 ) (6,111 ) 117 (69,213 ) 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 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 provision 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 Impairment of goodwill — — — — — Impairment of intangible assets — — — — — (Gain) loss on disposal of assets, net — (1,223 ) 105 — (1,118 ) Deferred income tax (benefit) expense — (8,618 ) (1,104 ) (988 ) (10,710 ) Equity in income of subsidiaries, net (84,713 ) — — 84,713 — Changes in operating 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 ) 3,289 1,618 2,052 6,876 Net cash (used in) provided by operating activities (165,700 ) 151,308 14,799 (8,540 ) (8,133 ) Net cash provided by discontinued operations — 53,852 — — 53,852 Net cash (used in) provided by operating activities (165,700 ) 205,160 14,799 (8,540 ) 45,719 Cash Flows from Investing Activities: Cash paid in connection with acquisitions, net of cash acquired — — (4,587 ) — (4,587 ) Purchases of property and equipment — (45,501 ) (6,597 ) 125 (51,973 ) Other investing activities, net — (676 ) (362 ) — (1,038 ) Net cash used in investing activities from continuing operations — (46,177 ) (11,546 ) 125 (57,598 ) Net cash used in investing activities from discontinued operations (52 ) — — (52 ) Net cash (used in) provided by investing activities — (46,229 ) (11,546 ) 125 (57,650 ) 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 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 interest — — (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 at beginning of period 22,370 358 20,848 2 43,578 Cash and cash equivalents at end of period $ 12,958 $ 3 $ 18,183 $ — $ 31,144 |