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 March 31, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 6,396 $ (698 ) $ 28,899 $ - $ 34,597 Accounts receivable, net — 143,354 53,124 — 196,478 Inventories, net — 154,659 41,220 (8,204 ) 187,675 Deferred tax assets, net — — — — — Prepaid expenses and other current assets 1,157 14,437 6,389 1 21,984 Current assets of discontinued operations — 511 — — 511 Total current assets 7,553 312,263 129,632 (8,203 ) 441,245 Property and equipment, net — 119,577 13,718 (26 ) 133,269 Goodwill — 791,004 107,399 (33,287 ) 865,116 Intangible assets, net — 583,770 8,839 — 592,609 Investment in subsidiaries 1,297,699 1,677,336 57,316 (3,032,351 ) — Intercompany receivables 326,958 — — (326,958 ) — Other non-current assets 1,038 2,158 2,691 (3 ) 5,884 Total assets $ 1,633,248 $ 3,486,108 $ 319,595 $ (3,400,828 ) $ 2,038,123 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 109,099 $ 14,252 $ — $ 123,351 Current portion of debt obligations 10,550 — 5,552 — 16,102 Other current liabilities 46,558 66,141 33,690 (3 ) 146,386 Total current liabilities 57,108 175,240 53,494 (3 ) 285,839 Long-term debt obligations 2,382,462 — 14,924 — 2,397,386 Deferred tax liabilities, net — 139,883 4,825 — 144,708 Intercompany payables, net — 165,337 67,531 (232,868 ) — Other long-term liabilities - 13,867 210 — 14,077 Total liabilities 2,439,570 494,327 140,984 (232,871 ) 2,842,010 Noncontrolling interests — — 2,435 — 2,435 Total membership (deficit) equity (806,322 ) 2,991,781 176,176 (3,167,957 ) (806,322 ) Total liabilities and (deficit) equity $ 1,633,248 $ 3,486,108 $ 319,595 $ (3,400,828 ) $ 2,038,123 DJO Finance LLC Unaudited Condensed Consolidating Statements of Operations For the Three Months Ended March 31, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 232,315 $ 93,027 $ (32,713 ) $ 292,629 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $6,658 for three months ended March 31, 2018) — 86,519 68,268 (34,851 ) 119,936 Selling, general and administrative — 89,821 25,495 — 115,316 Research and development — 8,225 1,057 — 9,282 Amortization of intangible assets — 14,249 349 — 14,598 — 198,814 95,169 (34,851 ) 259,132 Operating income (loss) — 33,501 (2,142 ) 2,138 33,497 Other (expense) income: Interest (expense) income, net (43,830 ) 46 (138 ) — (43,922 ) Other (expense) income, net — (12,581 ) 11,041 — (1,540 ) Intercompany income (expense), net — 1,367 1,083 (2,450 ) — Equity in income (loss) of subsidiaries, net 26,262 — — (26,262 ) — (17,568 ) (11,168 ) 11,986 (28,712 ) (45,462 ) (Loss) income before income taxes (17,568 ) 22,333 9,844 (26,574 ) (11,965 ) Income tax provision — (2,294 ) (3,091 ) — (5,385 ) Net (loss) income from continuing operations (17,568 ) 20,039 6,753 (26,574 ) (17,350 ) Net income from discontinued operations — 144 — — 144 Net (loss) income (17,568 ) 20,183 6,753 (26,574 ) (17,206 ) Net income attributable to noncontrolling interests — — (362 ) — (362 ) Net (loss) income attributable to DJOFL $ (17,568 ) $ 20,183 $ 6,391 $ (26,574 ) $ (17,568 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Comprehensive Loss For the Three Months Ended March 31, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (17,568 ) $ 20,183 $ 6,753 $ (26,574 ) $ (17,206 ) Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments, net of tax provision of $1,366 for the three months ended March 31, 2018 — — 1,502 — 1,502 Unrealized gain on cash flow hedges, net of tax provision of $471 for the three months ended March 31, 2018 1,905 — — — 1,905 Other comprehensive income 1,905 — 1,502 — 3,407 Comprehensive (loss) income (15,663 ) 20,183 8,255 (26,574 ) (13,799 ) Comprehensive income (loss) attributable to noncontrolling interests — — (420 ) — (420 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (15,663 ) $ 20,183 $ 7,835 $ (26,574 ) $ (14,219 ) DJO Finance LLC Unaudited Condensed Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net loss $ (17,568 ) $ 20,183 $ 6,753 $ (26,574 ) $ (17,206 ) Net income from discontinued operations (144 ) $ (144 ) Adjustments to reconcile net cash (used in) provided by operating activities: Depreciation - 9,610 1,306 (9 ) 10,907 Amortization of intangible assets - 14,249 349 - 14,598 Amortization of debt issuance costs and non-cash interest expense 2,138 - - - 2,138 Stock-based compensation expense - 448 - - 448 Loss on disposal of assets, net - 372 26 - 398 Deferred income tax expense - 623 (524 ) - 99 Equity in (loss) income of subsidiaries, net (26,262 ) - - 26,262 - Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable - 1,839 (6,986 ) - (5,147 ) Inventories - (16,738 ) 1,704 (1,902 ) (16,936 ) Prepaid expenses and other assets (2,069 ) (402 ) (118 ) 261 (2,328 ) Accounts payable and other current liabilities 30,388 (5,967 ) (3,200 ) 4,119 25,340 Net cash provided by (used in) continuing operating activities (13,373 ) 24,073 (690 ) 2,157 12,167 Net cash provided by discontinued operations - 144 - - 144 Net cash (used in) provided by operating activities (13,373 ) 24,217 (690 ) 2,157 12,311 Cash Flows From Investing Activities: Purchases of property and equipment - (5,907 ) (1,007 ) - (6,914 ) Net cash used in investing activities from continuing operations - (5,907 ) (1,007 ) - (6,914 ) Cash Flows From Financing Activities: Intercompany (838 ) (4,654 ) 7,649 (2,157 ) - Proceeds from issuance of debt 20,000 - - - 20,000 Repayments of debt obligations (22,638 ) - (719 ) - (23,357 ) Net cash (used in) provided by financing activities (3,476 ) (4,654 ) 6,930 (2,157 ) (3,357 ) Effect of exchange rate changes on cash and cash equivalents - - 572 - 572 Net (decrease) increase in cash and cash equivalents (16,849 ) 13,656 5,805 - 2,612 Cash and cash equivalents, beginning of year 23,245 (14,354 ) 23,094 - 31,985 Cash and cash equivalents, end of year $ 6,396 $ (698 ) $ 28,899 $ - $ 34,597 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 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 loss 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 (benefit) — 3,140 (230 ) — 2,910 Equity in income (loss) of subsidiaries, net (2,752 ) — — 2,752 — Changes in operating 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) provided by investing activities from continuing operations — (6,769 ) (705 ) — (7,474 ) Cash Flows from Financing Activities: Intercompany 39,933 (48,844 ) 6,656 2,255 — Repayments of debt (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 at beginning of period 15,818 (372 ) 19,766 — 35,212 Cash and cash equivalents at end of period $ 31,879 $ 4,016 $ 19,105 $ — $ 55,000 |