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 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. 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, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 31,879 $ 4,016 $ 19,105 $ — $ 55,000 Accounts receivable, net — 125,346 47,498 — 172,844 Inventories, net — 124,490 41,899 (14,060 ) 152,329 Prepaid expenses and other current assets 9 14,819 6,021 — 20,849 Current assets of discontinued operations — 511 — — 511 Total current assets 31,888 269,182 114,523 (14,060 ) 401,533 Property and equipment, net — 115,042 13,630 (40 ) 128,632 Goodwill — 791,006 95,485 (29,902 ) 856,589 Intangible assets, net — 644,354 9,073 — 653,427 Investment in subsidiaries 1,297,699 1,677,336 49,594 (3,024,629 ) — Intercompany receivables 307,751 — — (307,751 ) — Other non-current assets — 2,730 2,521 (2 ) 5,249 Total assets $ 1,637,338 $ 3,499,650 $ 284,826 $ (3,376,384 ) $ 2,045,430 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 65,276 $ 11,705 $ — $ 76,981 Current portion of debt obligations 10,550 — — — 10,550 Other current liabilities 46,447 84,100 25,810 — 156,357 Total current liabilities 56,997 149,376 37,515 — 243,888 Long-term debt obligations 2,385,619 — — — 2,385,619 Deferred tax liabilities, net — 201,157 3,644 — 204,801 Intercompany payables, net — 257,694 128,358 (386,052 ) — Other long-term liabilities 750 13,824 244 — 14,818 Total liabilities 2,443,366 622,051 169,761 (386,052 ) 2,849,126 Noncontrolling interests — — 2,332 — 2,332 Total membership (deficit) equity (806,028 ) 2,877,599 112,733 (2,990,332 ) (806,028 ) Total liabilities and (deficit) equity $ 1,637,338 $ 3,499,650 $ 284,826 $ (3,376,384 ) $ 2,045,430 DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended April 1, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 247,472 $ 83,758 $ (42,841 ) $ 288,389 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $6,981) — 91,806 75,928 (48,165 ) 119,569 Selling, general and administrative — 111,167 22,995 — 134,162 Research and development — 8,323 816 — 9,139 Amortization of intangible assets — 18,526 319 — 18,845 — 229,822 100,058 (48,165 ) 281,715 Operating income (loss) — 17,650 (16,300 ) 5,324 6,674 Other (expense) income: Interest (expense) income, net (42,721 ) 41 (7 ) — (42,687 ) Other (expense) income, net — (7,088 ) 7,376 — 288 Intercompany (expense) income, net — (453 ) 539 (86 ) — Equity in income (loss) of subsidiaries, net 2,752 — — (2,752 ) — (39,969 ) (7,500 ) 7,908 (2,838 ) (42,399 ) (Loss) income before income taxes (39,969 ) 10,150 (8,392 ) 2,486 (35,725 ) Income tax provision — (3,134 ) (944 ) — (4,078 ) Net (loss) income from continuing operations (39,969 ) 7,016 (9,336 ) 2,486 (39,803 ) Net income from discontinued operations — 58 — — 58 Net (loss) income (39,969 ) 7,074 (9,336 ) 2,486 (39,745 ) Net income attributable to noncontrolling interests — — (224 ) — (224 ) Net (loss) income attributable to DJOFL $ (39,969 ) $ 7,074 $ (9,560 ) $ 2,486 $ (39,969 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended April 1, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (39,969 ) $ 7,074 $ (9,336 ) $ 2,486 $ (39,745 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $112 — — 1,749 — 1,749 Unrealized gain on cash flow hedges, net of tax provision of zero 846 — — — 846 Other comprehensive income 846 — 1,749 — 2,595 Comprehensive (loss) income (39,123 ) 7,074 (7,587 ) 2,486 (37,150 ) Comprehensive income attributable to noncontrolling interests — — (253 ) — (253 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (39,123 ) $ 7,074 $ (7,840 ) $ 2,486 $ (37,403 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Three Months Ended April 1, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net (loss) income $ (39,969 ) $ 7,074 $ (9,336 ) $ 2,486 $ (39,745 ) Net income from discontinued operations (58 ) $ (58 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 9,737 1,199 (7 ) 10,929 Amortization of intangible assets — 18,526 319 — 18,845 Amortization of debt issuance costs and non-cash interest expense 2,019 — — — 2,019 Stock-based compensation expense — 454 — — 454 Gain on disposal of assets, net — 56 74 — 130 Deferred income tax expense — 3,140 (230 ) — 2,910 Equity in (loss) income of subsidiaries, net (2,752 ) — — 2,752 — Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable — 8,835 (2,802 ) — 6,033 Inventories — (1,713 ) 6,184 (6,846 ) (2,375 ) Prepaid expenses and other assets 31 2,294 117 696 3,138 Accounts payable and other current liabilities 28,537 11,598 (2,456 ) (1,336 ) 36,343 Net cash (used in) provided by continuing operating activities (12,134 ) 59,943 (6,931 ) (2,255 ) 38,623 Net cash provided by discontinued operations — 58 — — 58 Net cash (used in) provided by operating activities (12,134 ) 60,001 (6,931 ) (2,255 ) 38,681 Cash Flows From Investing Activities: Purchases of property and equipment — (6,769 ) (705 ) — (7,474 ) Net cash used in investing activities from continuing operations — (6,769 ) (705 ) — (7,474 ) Cash Flows From Financing Activities: Intercompany 39,933 (48,844 ) 6,656 2,255 — Proceeds from issuance of debt — — — — — Repayments of debt obligations (8,638 ) — — — (8,638 ) Repurchase of common stock (3,600 ) — — — (3,600 ) Investment by parent 500 — — — 500 Net cash provided by (used in) financing activities 28,195 (48,844 ) 6,656 2,255 (11,738 ) Effect of exchange rate changes on cash and cash equivalents — — 319 — 319 Net (decrease) increase in cash and cash equivalents 16,061 4,388 (661 ) — 19,788 Cash and cash equivalents, beginning of year 15,818 (372 ) 19,766 — 35,212 Cash and cash equivalents, end of year $ 31,879 $ 4,016 $ 19,105 $ — $ 55,000 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 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, net — (8,020 ) 8,304 — 284 Intercompany (expense) income, net — 363 118 (481 ) — Equity in income 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 (5,391 ) — 5,608 — 217 Comprehensive (loss) income (43,712 ) 10,747 (1,405 ) (3,540 ) (37,910 ) Comprehensive income attributable to noncontrolling interests — — (301 ) — (301 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (43,712 ) $ 10,747 $ (1,706 ) $ (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 on modification and extinguishment of debt — — — — — Gain on disposal of assets, net — 17 75 (1 ) 91 Deferred income tax expense (benefit) — 2,917 (265 ) — 2,652 Equity in income (loss) of subsidiaries, net (3,962 ) — — 3,962 — Changes in operating 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 (1,951 ) (1,636 ) (899 ) 16,891 Net cash (used in) provided by continuing operating activities (17,669 ) 43,397 (11,405 ) (940 ) 13,383 Net cash used in discontinued operations — (7,720 ) — — (7,720 ) Net cash (used in) provided by operating activities (17,669 ) 35,677 (11,405 ) (940 ) 5,663 Cash Flows from Investing Activities: Cash paid in connection with acquisition, net of cash acquired — — — — — Purchases of property and equipment — (12,445 ) (1,081 ) (1 ) (13,527 ) Net cash (used in) provided by investing activities from continuing operations — (12,445 ) (1,081 ) (1 ) (13,527 ) 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 (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 increase in cash and cash equivalents (15,699 ) 1,161 2,839 — (11,699 ) Cash and cash equivalents at beginning of period 29,673 160 19,110 — 48,943 Cash and cash equivalents at end of period $ 13,974 $ 1,321 $ 21,949 $ — $ 37,244 |