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, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 23,245 $ (14,354 ) $ 23,094 $ — $ 31,985 Accounts receivable, net — 141,565 48,759 — 190,324 Inventories, net — 137,193 30,200 1,744 169,137 Prepaid expenses and other current assets 42 13,730 6,445 1 20,218 Current assets of discontinued operations — 511 — — 511 Total current assets 23,287 278,645 108,498 1,745 412,175 Property and equipment, net — 119,691 13,861 (30 ) 133,522 Goodwill — 791,004 105,463 (32,355 ) 864,112 Intangible assets, net — 598,018 9,070 — 607,088 Investment in subsidiaries 1,297,699 1,677,336 55,723 (3,030,758 ) — Intercompany receivables 298,021 — — (298,021 ) — Other non-current assets 85 2,462 2,581 — 5,128 Total assets $ 1,619,092 $ 3,467,156 $ 295,196 $ (3,359,419 ) $ 2,022,025 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 84,943 $ 13,388 — $ 98,331 Current portion of debt obligations 10,550 — 5,386 — 15,936 Other current liabilities 18,276 90,975 35,125 (1 ) 144,375 Total current liabilities 28,826 175,918 53,899 (1 ) 258,642 Long-term debt obligations 2,382,962 — 15,222 — 2,398,184 Deferred tax liabilities, net — 137,424 5,173 — 142,597 Intercompany payables, net — 167,667 65,108 (232,775 ) — Other long-term liabilities (203 ) 13,063 220 — 13,080 Total liabilities 2,411,585 494,072 139,622 (232,776 ) 2,812,503 Noncontrolling interests — — 2,015 — 2,015 Total membership (deficit) equity (792,493 ) 2,973,084 153,559 (3,126,643 ) (792,493 ) Total liabilities and (deficit) equity $ 1,619,092 $ 3,467,156 $ 295,196 $ (3,359,419 ) $ 2,022,025 DJO Finance LLC Condensed Consolidating Statements of Operations For the Year Ended December 31, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 992,689 $ 334,319 $ (140,802 ) $ 1,186,206 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $27,732) — 379,339 281,100 (162,332 ) 498,107 Selling, general and administrative — 416,313 94,210 — 510,523 Research and development — 31,856 3,573 — 35,429 Amortization of intangible assets — 64,862 1,284 — 66,146 — 892,370 380,167 (162,332 ) 1,110,205 Operating (loss) income — 100,319 (45,848 ) 21,530 76,001 Other (expense) income: Interest (expense) income, net (174,004 ) 140 (374 ) — (174,238 ) Other expense, net — (40,114 ) 42,227 — 2,113 Intercompany (expense) income, net — (23,694 ) 26,663 (2,969 ) — Equity in loss of subsidiaries, net 138,110 — — (138,110 ) — (35,894 ) (63,668 ) 68,516 (141,079 ) (172,125 ) (Loss) income before income taxes (35,894 ) 36,651 22,668 (119,549 ) (96,124 ) Income tax (benefit) provision — (69,184 ) 8,464 — (60,720 ) Net (loss) income from continuing operations (35,894 ) 105,835 14,204 (119,549 ) (35,404 ) Net income from discontinued operations — 309 — — 309 Net income attributable to noncontrolling interests — — (799 ) — (799 ) Net (loss) income attributable to DJOFL $ (35,894 ) $ 106,144 $ 13,405 $ (119,549 ) $ (35,894 ) DJO Finance LLC Condensed Consolidating Statements of Comprehensive Loss For the Year Ended December 31, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (35,894 ) $ 106,144 $ 14,204 $ (119,549 ) $ (35,095 ) Other comprehensive income, net of taxes: Foreign currency translation adjustments, net of tax provision of $7,400 — — 5,638 — 5,638 Unrealized gain on cash flow hedges, net of tax provision of $1,144 3,007 — — — 3,007 Other comprehensive income 3,007 — 5,638 — 8,645 Comprehensive (loss) income (32,887 ) 106,144 19,842 (119,549 ) (26,450 ) Comprehensive income attributable to noncontrolling interests — — 64 — 64 Comprehensive (loss) income attributable to DJO Finance LLC $ (32,887 ) $ 106,144 $ 19,906 $ (119,549 ) $ (26,386 ) DJO Finance LLC Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net (loss) income $ (35,894 ) $ 106,144 $ 14,204 $ (119,549 ) $ (35,095 ) Net income from discontinued operations (309 ) (309 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Depreciation — 39,856 5,285 (26 ) 45,115 Amortization of intangible assets — 64,862 1,284 — 66,146 Amortization of debt issuance costs and non-cash interest expense 8,274 — — — 8,274 Stock-based compensation expense — 3,696 — — 3,696 Loss on disposal of assets, net — 1,205 116 — 1,321 Deferred income tax (benefit) expense — (69,392 ) 943 — (68,449 ) Equity in loss of subsidiaries, net (138,110 ) — — 138,110 — Changes in operating assets and liabilities, net of acquired assets and liabilities: 0 Accounts receivable — (7,383 ) 164 — (7,219 ) Inventories — (15,797 ) 20,067 (22,609 ) (18,339 ) Prepaid expenses and other assets (85 ) 3,117 402 536 3,970 Accounts payable and other 1,571 39,761 6,978 (2,815 ) 45,495 Net cash (used in) provided by continuing operating activities (164,244 ) 165,760 49,443 (6,353 ) 44,606 Net cash provided by discontinued operations — 309 — — 309 Net cash (used in) provided by operating activities (164,244 ) 166,069 49,443 (6,353 ) 44,915 Cash Flows From Investing Activities: Purchases of property and equipment — (42,931 ) (4,430 ) — (47,361 ) Net cash (used in) provided by investing activities from continuing operations — (42,931 ) (4,430 ) — (47,361 ) Cash Flows From Financing Activities: Intercompany 192,996 (137,120 ) (62,229 ) 6,353 — Proceeds from issuance of debt 82,000 — 21,552 — 103,552 Repayments of debt obligations (99,550 ) — (1,785 ) — (101,335 ) Repurchase of common stock (3,600 ) (3,600 ) Dividend paid by subsidiary to owners of noncontrolling interests — — (1,102 ) — (1,102 ) Other financing activities, net (175 ) — — — (175 ) Net cash provided by (used in) financing activities 171,671 (137,120 ) (43,564 ) 6,353 (2,660 ) Effect of exchange rate changes on cash and cash equivalents — — 1,879 — 1,879 Net increase (decrease) in cash and cash equivalents 7,427 (13,982 ) 3,328 — (3,227 ) Cash and cash equivalents, beginning of year 15,818 (372 ) 19,766 — 35,212 Cash and cash equivalents, end of year $ 23,245 $ (14,354 ) $ 23,094 — $ 31,985 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 0 3,086 2,450 — 5,536 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 income 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 on disposal of assets, net — 523 115 4 642 Deferred income tax 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 used in 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 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 (decrease) 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 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 |