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 September 30, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 23,578 $ 189 $ 15,251 $ - $ 39,018 Accounts receivable, net — 130,061 44,970 — 175,031 Inventories, net — 127,369 31,892 (333 ) 158,928 Deferred tax assets, net — — — — — Prepaid expenses and other current assets 73 16,640 7,504 1 24,218 Current assets of discontinued operations — 511 — — 511 Total current assets 23,651 274,770 99,617 (332 ) 397,706 Property and equipment, net — 120,578 13,994 (34 ) 134,538 Goodwill — 791,005 103,932 (31,926 ) 863,011 Intangible assets, net — 613,116 9,344 — 622,460 Investment in subsidiaries 1,297,699 1,677,336 54,876 (3,029,911 ) — Intercompany receivables 239,678 — — (239,678 ) — Other non-current assets — 3,464 2,646 (1 ) 6,109 Total assets $ 1,561,028 $ 3,480,269 $ 284,409 $ (3,301,882 ) $ 2,023,824 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 81,506 $ 11,596 $ — $ 93,102 Current portion of debt obligations 10,550 — 4,043 — 14,593 Other current liabilities 42,922 99,259 30,500 (2 ) 172,679 Total current liabilities 53,472 180,765 46,139 (2 ) 280,374 Long-term debt obligations 2,363,479 — 9,371 — 2,372,850 Deferred tax liabilities, net — 206,240 4,532 — 210,772 Intercompany payables, net — 184,358 97,283 (281,641 ) — Other long-term liabilities 1,409 13,709 212 — 15,330 Total liabilities 2,418,360 585,072 157,537 (281,643 ) 2,879,326 Noncontrolling interests — — 1,830 — 1,830 Total membership (deficit) equity (857,332 ) 2,895,197 125,042 (3,020,239 ) (857,332 ) Total liabilities and (deficit) equity $ 1,561,028 $ 3,480,269 $ 284,409 $ (3,301,882 ) $ 2,023,824 DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended September 30, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 240,709 $ 78,693 $ (28,526 ) $ 290,876 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $6,981 for three months ended September 30, 2017) — 91,467 60,951 (30,093 ) 122,325 Selling, general and administrative — 99,844 22,222 — 122,066 Research and development — 8,017 847 — 8,864 Amortization of intangible assets — 15,517 335 — 15,852 — 214,845 84,355 (30,093 ) 269,107 Operating income (loss) — 25,864 (5,662 ) 1,567 21,769 Other (expense) income: Interest (expense) income, net (43,558 ) 21 (154 ) — (43,691 ) Loss on modification and extinguishment of debt Other (expense) income, net — (10,915 ) 11,739 — 824 Intercompany income (expense), net — (589 ) 189 400 — Equity in income (loss) of subsidiaries, net 20,865 — — (20,865 ) — (22,693 ) (11,483 ) 11,774 (20,465 ) (42,867 ) (Loss) income before income taxes (22,693 ) 14,381 6,112 (18,898 ) (21,098 ) Income tax provision — 220 (1,724 ) — (1,504 ) Net (loss) income from continuing operations (22,693 ) 14,601 4,388 (18,898 ) (22,602 ) Net income from discontinued operations — 123 — — 123 Net (loss) income (22,693 ) 14,724 4,388 (18,898 ) (22,479 ) Net income attributable to noncontrolling interests — — (214 ) — (214 ) Net (loss) income attributable to DJOFL $ (22,693 ) $ 14,724 $ 4,174 $ (18,898 ) $ (22,693 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Nine Months Ended September 30, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 737,202 $ 244,650 $ (107,841 ) $ 874,011 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $20,942 for the nine months ended September 30, 2017) — 279,895 213,888 (127,004 ) 366,779 Selling, general and administrative — 322,059 69,908 — 391,967 Research and development — 24,530 2,536 — 27,066 Amortization of intangible assets — 49,764 949 — 50,713 — 676,248 287,281 (127,004 ) 836,525 Operating income (loss) — 60,954 (42,631 ) 19,163 37,486 Other (expense) income: Interest (expense) income, net (129,361 ) 101 (186 ) — (129,446 ) Other (expense) income, net — (29,203 ) 31,211 — 2,008 Intercompany income (expense), net — (300 ) 144 156 — Equity in income (loss) of subsidiaries, net 32,316 — — (32,316 ) — (97,045 ) (29,402 ) 31,169 (32,160 ) (127,438 ) (Loss) income before income taxes (97,045 ) 31,552 (11,462 ) (12,997 ) (89,952 ) Income tax provision — (3,196 ) (3,481 ) — (6,677 ) Net (loss) income from continuing operations (97,045 ) 28,356 (14,943 ) (12,997 ) (96,629 ) Net income from discontinued operations — 228 — — 228 Net (loss) income (97,045 ) 28,584 (14,943 ) (12,997 ) (96,401 ) Net income attributable to noncontrolling interests — — (644 ) — (644 ) Net (loss) income attributable to DJOFL $ (97,045 ) $ 28,584 $ (15,587 ) $ (12,997 ) $ (97,045 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended September 30, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (22,693 ) $ 14,724 $ 4,388 $ (18,898 ) $ (22,479 ) Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments, net of tax (provision) of ($1,636) for the three months ended September 30, 2017 — — 1,804 — 1,804 Unrealized (loss) gain on cash flow hedges, net of tax provision of $116 thousand for the three months ended September 30, 2017 319 319 Other comprehensive income (loss) (22,693 ) 14,724 6,192 (18,898 ) 2,123 Comprehensive loss (22,374 ) 14,724 6,192 (18,898 ) (20,356 ) Comprehensive income (loss) attributable to noncontrolling interests — — (266 ) — (266 ) Comprehensive loss attributable to DJO Finance LLC $ (22,374 ) $ 14,724 $ 5,926 $ (18,898 ) $ (20,622 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Nine Months Ended September 30, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (97,045 ) $ 28,584 $ (14,943 ) $ (12,997 ) $ (96,401 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax (provision) of $(5,851) for the nine months ended September 30, 2017 - - 6,757 - 6,757 Unrealized (loss) gain on cash flow hedges, net of tax provision of $137 thousand for the nine months ended September 30, 2017 379 - - - 379 Other comprehensive income 379 - 6,757 - 7,136 Comprehensive (loss) income (96,666 ) 28,584 (8,186 ) (12,997 ) (89,265 ) Comprehensive income attributable to noncontrolling interests - - 249 - 249 Comprehensive (loss) income attributable to DJO Finance LLC $ (96,666 ) $ 28,584 $ (7,937 ) $ (12,997 ) $ (89,016 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Nine Months Ended September 30, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net loss $ (97,045 ) $ 28,584 $ (14,943 ) $ (12,997 ) $ (96,401 ) Net income from discontinued operations (228 ) $ (228 ) Adjustments to reconcile net cash (used in) provided by operating activities: Depreciation - 28,533 3,776 (21 ) 32,288 Amortization of intangible assets - 49,764 949 - 50,713 Amortization of debt issuance costs and non-cash interest expense 6,153 - - - 6,153 Stock-based compensation expense - 1,329 - - 1,329 Loss on disposal of assets, net - 891 110 - 1,001 Deferred income tax expense - 2,605 260 - 2,865 Equity in (loss) income of subsidiaries, net (32,316 ) - - 32,316 - Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable - 4,120 3,352 - 7,472 Inventories - (5,401 ) 17,985 (20,543 ) (7,959 ) Prepaid expenses and other assets (31 ) (382 ) (877 ) 728 (562 ) Accounts payable and other current liabilities 25,202 41,262 453 (1,839 ) 65,078 Net cash provided by (used in) continuing operating activities (98,037 ) 151,077 11,065 (2,356 ) 61,749 Net cash provided (used in) by discontinued operations - 228 - - 228 Net cash provided by (used in) provided by operating activities (98,037 ) 151,305 11,065 (2,356 ) 61,977 Cash Flows From Investing Activities: Purchases of property and equipment - (30,501 ) (3,096 ) - (33,597 ) Net cash used in investing activities from continuing operations - (30,501 ) (3,096 ) - (33,597 ) Cash Flows From Financing Activities: Intercompany 143,867 (120,243 ) (25,980 ) 2,356 - Proceeds from issuance of debt 52,000 - 13,275 - 65,275 Repayments of debt obligations (86,913 ) - (377 ) - (87,290 ) Repurchase of common stock (3,600 ) - - - (3,600 ) Investment by parent 443 - - - 443 Dividend paid to minority interest - - (1,102 ) - (1,102 ) Net cash provided by (used in) financing activities 105,797 (120,243 ) (14,184 ) 2,356 (26,274 ) Effect of exchange rate changes on cash and cash equivalents - - 1,700 - 1,700 Net (decrease) increase in cash and cash equivalents 7,760 561 (4,515 ) - 3,806 Cash and cash equivalents, beginning of year 15,818 (372 ) 19,766 - 35,212 Cash and cash equivalents, end of year $ 23,578 $ 189 $ 15,251 $ - $ 39,018 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 September 30, 2016 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net sales $ — $ 251,577 $ 74,039 $ (38,576 ) $ 287,040 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $7,057) — 95,930 70,239 (43,636 ) 122,533 Selling, general and administrative — 94,261 20,527 — 114,788 Research and development — 7,633 848 — 8,481 Amortization of intangible assets — 18,607 387 — 18,994 — 216,431 92,001 (43,636 ) 264,796 Operating income (loss) — 35,146 (17,962 ) 5,060 22,244 Other (expense) income: Interest (expense) income, net (42,700 ) 39 (22 ) — (42,683 ) Other (expense) income, net — (9,297 ) 9,277 — (20 ) Intercompany (expense) income, net — 555 (670 ) 115 — Equity in income of subsidiaries, net 20,119 — — (20,119 ) — (22,581 ) (8,703 ) 8,585 (20,004 ) (42,703 ) (Loss) income before income taxes (22,581 ) 26,443 (9,377 ) (14,944 ) (20,459 ) Income tax provision — (1,858 ) (308 ) — (2,166 ) Net (loss) income from continuing operations (22,581 ) 24,585 (9,685 ) (14,944 ) (22,625 ) Net income from discontinued operations — 142 — — 142 Net (loss) income (22,581 ) 24,727 (9,685 ) (14,944 ) (22,483 ) Net income attributable to noncontrolling interests — — (99 ) — (99 ) Net (loss) income attributable to DJOFL $ (22,581 ) $ 24,727 $ (9,784 ) $ (14,944 ) $ (22,582 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Nine Months Ended September 30, 2016 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net sales $ — $ 747,449 $ 232,712 $ (121,363 ) $ 858,798 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $21,544) — 285,236 208,950 (133,096 ) 361,090 Selling, general and administrative — 289,898 68,446 — 358,344 Research and development — 25,742 2,715 — 28,457 Amortization of intangible assets — 56,453 1,204 — 57,657 — 657,329 281,315 (133,096 ) 805,548 Operating income (loss) — 90,120 (48,603 ) 11,733 53,250 Other (expense) income: Interest (expense) income, net (127,431 ) 110 (28 ) - (127,349 ) Other (expense) income, net (8 ) (25,870 ) 26,610 - 732 Intercompany (expense) income, net — (14,229 ) 14,082 147 - Equity in income of subsidiaries, net 43,262 — — (43,262 ) - (84,177 ) (39,989 ) 40,664 (43,115 ) (126,617 ) (Loss) income before income taxes (84,177 ) 50,131 (7,939 ) (31,382 ) (73,367 ) Income tax provision — (7,936 ) (3,220 ) — (11,156 ) Net (loss) income from continuing operations (84,177 ) 42,195 (11,159 ) (31,382 ) (84,523 ) Net income from discontinued operations — 807 — — 807 Net (loss) income (84,177 ) 43,002 (11,159 ) (31,382 ) (83,716 ) Net income attributable to noncontrolling interests — — (461 ) — (461 ) Net (loss) income attributable to DJOFL $ (84,177 ) $ 43,002 $ (11,620 ) $ (31,382 ) $ (84,177 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended September 30, 2016 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net (loss) income $ (22,581 ) $ 24,727 $ (9,685 ) $ (14,944 ) $ (22,483 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $1 — — 1,086 — 1,086 Unrealized loss on cash flow hedges, net of tax provision of zero 45 — — — 45 Other comprehensive loss 45 — 1,086 — 1,131 Comprehensive (loss) income (22,536 ) 24,727 (8,599 ) (14,944 ) (21,352 ) Comprehensive income attributable to noncontrolling interests — — (131 ) — (131 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (22,536 ) $ 24,727 $ (8,730 ) $ (14,944 ) $ (21,483 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Nine Months Ended September 30, 2016 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net (loss) income $ (84,177 ) $ 43,002 $ (11,159 ) $ (31,382 ) $ (83,716 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $167 - - (1,764 ) - (1,764 ) Unrealized loss on cash flow hedges, net of tax provision of zero (7,997 ) - - - (7,997 ) Other comprehensive loss (7,997 ) - (1,764 ) - (9,761 ) Comprehensive (loss) income (92,174 ) 43,002 (12,923 ) (31,382 ) (93,477 ) Comprehensive loss attributable to noncontrolling interests - - (533 ) - (533 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (92,174 ) $ 43,002 $ (13,456 ) $ (31,382 ) $ (94,010 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Nine Months Ended September 30, 2016 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (84,177 ) $ 43,002 $ (11,159 ) $ (31,382 ) $ (83,716 ) Net loss from discontinued operations — (807 ) — — (807 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 26,862 3,730 (41 ) 30,551 Amortization of intangible assets — 56,453 1,204 — 57,657 Amortization of debt issuance costs and non-cash interest expense 5,769 — — — 5,769 Stock-based compensation expense — 1,806 — — 1,806 Gain on disposal of assets, net — 482 86 4 572 Deferred income tax expense (benefit) — 5,920 315 — 6,235 Equity in income (loss) of subsidiaries, net (43,262 ) — — 43,262 — Changes in operating assets and liabilities: Accounts receivable — (6,506 ) (2,535 ) — (9,041 ) Inventories — (7,899 ) 7,236 (12,255 ) (12,918 ) Prepaid expenses and other assets 1,282 (3,493 ) (1,176 ) 1,195 (2,192 ) Accounts payable and other current liabilities 26,839 1,823 309 (2,991 ) 25,980 Net cash (used in) provided by continuing operating activities (93,549 ) 117,643 (1,990 ) (2,208 ) 19,896 Net cash used in discontinued operations — (9,906 ) — — (9,906 ) Net cash (used in) provided by operating activities (93,549 ) 107,737 (1,990 ) (2,208 ) 9,990 Cash Flows from Investing Activities: Purchases of property and equipment — (36,910 ) (3,880 ) (1 ) (40,791 ) Proceeds from disposition of assets 946 — — 946 Net cash (used in) provided by investing activities from continuing operations — (35,964 ) (3,880 ) (1 ) (39,845 ) Cash Flows from Financing Activities: Intercompany 56,269 (70,101 ) 11,623 2,209 — Proceeds from issuance of debt 63,000 — — — 63,000 Repayments of debt (35,913 ) — — — (35,913 ) Net cash provided by (used in) financing activities 83,356 (70,101 ) 11,623 2,209 27,087 Effect of exchange rate changes on cash and cash equivalents — — 259 — 259 Net (decrease) increase in cash and cash equivalents (10,193 ) 1,672 6,012 — (2,509 ) Cash and cash equivalents at beginning of period 29,673 160 19,110 — 48,943 Cash and cash equivalents at end of period $ 19,480 $ 1,832 $ 25,122 $ — $ 46,434 |