SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 17. 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 JUNE 30, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 5,885 $ (3,354 ) $ 24,236 $ 22 $ 26,789 Accounts receivable, net — 137,237 42,374 — 179,611 Inventories, net — 143,997 39,023 (5,747 ) 177,273 Deferred tax assets, net — — — — — Prepaid expenses and other current assets 2,856 17,540 11,756 (8 ) 32,144 Current assets of discontinued operations — 511 — — 511 Total current assets 8,741 295,931 117,389 (5,733 ) 416,328 Property and equipment, net — 123,289 13,939 268 137,496 Goodwill — 808,898 101,329 (31,264 ) 878,963 Intangible assets, net — 577,289 7,979 — 585,268 Investment in subsidiaries 1,297,699 1,685,106 54,173 (3,036,978 ) — Intercompany receivables 280,100 — — (280,100 ) — Other non-current assets 834 1,834 2,574 — 5,242 Total assets $ 1,587,374 $ 3,492,347 $ 297,383 $ (3,353,807 ) $ 2,023,297 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 89,768 $ 15,369 $ 7 $ 105,144 Current portion of debt obligations 19,486 3,757 5,265 (2,486 ) $ 26,022 Other current liabilities 18,609 84,887 31,230 (40 ) 134,686 Total current liabilities 38,095 178,412 51,864 (2,519 ) 265,852 Long-term debt obligations 2,400,588 1,143 12,788 — 2,414,519 Deferred tax liabilities, net — 141,540 4,568 — 146,108 Intercompany payables, net — 129,459 57,021 (186,480 ) — Other long-term liabilities — 20,769 199 — 20,968 Total liabilities 2,438,683 471,323 126,440 (188,999 ) 2,847,447 Noncontrolling interests — — 2,571 — 2,571 Total membership (deficit) equity (851,309 ) 3,021,024 168,372 (3,164,808 ) (826,721 ) Total liabilities and (deficit) equity $ 1,587,374 $ 3,492,347 $ 297,383 $ (3,353,807 ) $ 2,023,297 DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 248,730 $ 91,212 $ (35,105 ) $ 304,837 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $6,935 for three months ended June 30, 2018) — 96,817 66,325 (36,699 ) 126,443 Selling, general and administrative — 93,348 24,278 — 117,626 Research and development — 8,519 1,188 — 9,707 Amortization of intangible assets — 14,949 340 — 15,289 — 213,633 92,131 (36,699 ) 269,065 Operating income (loss) — 35,097 (919 ) 1,594 35,772 Other (expense) income: Interest (expense) income, net (45,607 ) 21 (193 ) — (45,779 ) Other (expense) income, net — (9,768 ) 10,822 — 1,054 Intercompany income (expense), net — 4,500 (6,801 ) 2,301 — Equity in income (loss) of subsidiaries, net 45,627 — — (45,627 ) — 20 (5,247 ) 3,828 (43,326 ) (44,725 ) Income (loss) before income taxes 20 29,850 2,909 (41,732 ) (8,953 ) Income tax provision — 3,119 1,516 — 4,635 Net income (loss) from continuing operations 20 26,731 1,393 (41,732 ) (13,588 ) Net income from discontinued operations — 178 — — 178 Net income (loss) 20 26,909 1,393 (41,732 ) (13,410 ) Net income attributable to noncontrolling interests — — (276 ) — (276 ) Net income (loss) attributable to DJOFL $ 20 $ 26,909 $ 1,117 $ (41,732 ) $ (13,686 ) DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net sales $ — $ 481,045 $ 184,239 $ (67,818 ) $ 597,466 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $13,293 for the six months ended June 30, 2018) — 183,336 134,593 (71,550 ) 246,379 Selling, general and administrative — 183,169 49,773 — 232,942 Research and development — 16,744 2,244 — 18,988 Amortization of intangible assets — 29,198 690 — 29,888 — 412,447 187,300 (71,550 ) 528,197 Operating income (loss) — 68,598 (3,061 ) 3,732 69,269 Other (expense) income: Interest (expense) income, net (89,437 ) 67 (331 ) — (89,701 ) Other (expense) income, net — (22,349 ) 21,862 — (487 ) Intercompany income (expense), net — 5,867 (5,718 ) (149 ) — Equity in income (loss) of subsidiaries, net 71,889 — — (71,889 ) — (17,548 ) (16,415 ) 15,813 (72,038 ) (90,188 ) (Loss) income before income taxes (17,548 ) 52,183 12,752 (68,306 ) (20,919 ) Income tax provision — 5,413 4,606 — 10,019 Net (loss) income from continuing operations (17,548 ) 46,770 8,146 (68,306 ) (30,938 ) Net income from discontinued operations — 321 — — 321 Net (loss) income (17,548 ) 47,091 8,146 (68,306 ) (30,617 ) Net income attributable to noncontrolling interests — — (638 ) — (638 ) Net (loss) income attributable to DJOFL $ (17,548 ) $ 47,091 $ 7,508 $ (68,306 ) $ (31,255 ) DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED JUNE 30, 2018 (in thousands ) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ 20 $ 26,909 $ 1,393 $ (41,732 ) $ (13,410 ) Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments, net of tax (benefit) of $(1,032) for the three months ended June 30, 2018 — — (8,636 ) — (8,636 ) Unrealized gain on cash flow hedges, net of tax (benefit) of $(471) for the three months ended June 30, 2018 640 — — — 640 Other comprehensive income 640 — (8,636 ) — (7,996 ) Comprehensive (loss) income 660 26,909 (7,243 ) (41,732 ) (21,406 ) Comprehensive income (loss) attributable to noncontrolling interests — — (136 ) — (136 ) Comprehensive (loss) income attributable to DJO Finance LLC $ 660 $ 26,909 $ (7,379 ) $ (41,732 ) $ (21,542 ) DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Net (loss) income $ (17,548 ) $ 47,091 $ 8,146 $ (68,306 ) $ (30,617 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $334 for the six months ended June 30, 2018 — — (7,134 ) — (7,134 ) Unrealized (loss) gain on cash flow hedges, net of tax provision of zero for the six months ended June 30, 2018 2,545 — — — 2,545 Other comprehensive income 2,545 — (7,134 ) — (4,648 ) Comprehensive (loss) income (15,003 ) 47,091 1,012 (68,306 ) (35,265 ) Comprehensive income attributable to noncontrolling interests — — (556 ) — (556 ) Comprehensive (loss) income attributable to DJO Finance LLC $ (15,003 ) $ 47,091 $ 456 $ (68,306 ) $ (35,821 ) DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2018 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Cash Flows From Operating Activities: Net loss $ (17,548 ) $ 47,091 $ 8,146 $ (68,306 ) $ (30,617 ) Net income from discontinued operations — (321 ) — — $ (321 ) Adjustments to reconcile net cash (used in) provided by operating activities: Depreciation — 20,890 2,611 (13 ) 23,488 Amortization of intangible assets — 29,198 690 — 29,888 Amortization of debt issuance costs and non-cash interest expense 4,337 — — — 4,337 Stock-based compensation expense — 895 — — 895 Deferred purchase price consideration — 13,708 — — 13,708 Loss on disposal of assets, net — 412 130 1 543 Deferred income tax expense — (2,355 ) (403 ) — (2,758 ) Equity in (loss) income of subsidiaries, net (71,889 ) — — 71,889 — Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable — 4,328 4,960 — 9,288 Inventories — (7,040 ) 1,597 (3,679 ) (9,122 ) Prepaid expenses and other assets (3,845 ) (3,182 ) (838 ) 220 (7,645 ) Accounts payable and other current liabilities 3,364 (28,167 ) (4,756 ) 6,763 (22,796 ) Net cash provided by (used in) continuing operating activities (85,581 ) 75,457 12,137 6,875 8,888 Net cash provided by discontinued operations — 321 — — 321 Net cash (used in) provided by operating activities (85,581 ) 75,778 12,137 6,875 9,209 Cash Flows From Investing Activities: Purchases of property and equipment — (16,079 ) (2,946 ) — (19,025 ) Acquisition of business and intangibles, net of cash acquired — (9,104 ) — — (9,104 ) Proceeds from disposal of assets — 220 28 — 248 Net cash used in investing activities from continuing operations — (24,963 ) (2,918 ) — (27,881 ) Cash Flows From Financing Activities: Intercompany 51,185 (39,814 ) (5,265 ) (6,106 ) — Proceeds from revolver borrowings 66,500 — 3 — 66,503 Proceeds from capital lease 15,000 — — — 15,000 Repayments of debt obligations (64,464 ) — (2,074 ) — (66,538 ) Dividend paid to minority interest — — — (482 ) (482 ) Net cash (used in) provided by financing activities 68,221 (39,814 ) (7,336 ) (6,588 ) 14,483 Effect of exchange rate changes on cash and cash equivalents — (1 ) (741 ) (265 ) (1,007 ) Net (decrease) increase in cash and cash equivalents (17,360 ) 11,000 1,142 22 (5,196 ) Cash and cash equivalents, beginning of year 23,245 (14,354 ) 23,094 — 31,985 Cash and cash equivalents, end of year $ 5,885 $ (3,354 ) $ 24,236 $ 22 $ 26,789 DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JULY 1, 2017 (in thousands) DJOFL Guarantors Non- Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 18,101 $ 4,106 $ 12,990 $ — $ 35,197 Accounts receivable, net — 124,074 45,983 — 170,057 Inventories, net — 117,329 33,203 (1,947 ) 148,585 Prepaid expenses and other current assets 103 14,170 7,026 1 21,300 Current assets of discontinued operations — 511 — — 511 Total current assets 18,204 260,190 99,202 (1,946 ) 375,650 Property and equipment, net — 120,033 13,894 (38 ) 133,889 Goodwill — 791,005 100,766 (31,174 ) 860,597 Intangible assets, net — 628,633 9,356 — 637,989 Investment in subsidiaries 1,297,699 1,677,336 53,060 (3,028,095 ) — Intercompany receivables 250,135 — — (250,135 ) — Other non-current assets — 2,545 2,595 (3 ) 5,137 Total assets $ 1,566,038 $ 3,479,742 $ 278,873 $ (3,311,391 ) $ 2,013,262 Liabilities and (Deficit) Equity Current liabilities: Accounts payable $ — $ 81,092 $ 12,422 $ — $ 93,514 Current portion of debt obligations 10,550 — 2,007 — 12,557 Other current liabilities 14,033 94,014 29,116 (2 ) 137,161 Total current liabilities 24,583 175,106 43,545 (2 ) 243,232 Long-term debt obligations 2,377,035 — 4,666 — 2,381,701 Deferred tax liabilities, net — 204,009 4,204 — 208,213 Intercompany payables, net — 205,147 109,909 (315,056 ) — Other long-term liabilities 1,612 13,951 181 — 15,744 Total liabilities 2,403,230 598,213 162,505 (315,058 ) 2,848,890 Noncontrolling interests — — 1,564 — 1,564 Total membership (deficit) equity (837,192 ) 2,881,529 114,804 (2,996,333 ) (837,192 ) Total liabilities and (deficit) equity $ 1,566,038 $ 3,479,742 $ 278,873 $ (3,311,391 ) $ 2,013,262 DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 1, 2017 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net sales $ — $ 249,021 $ 82,199 $ (36,474 ) $ 294,746 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $6,980) — 96,622 77,009 (48,746 ) 124,885 Selling, general and administrative — 111,048 24,691 — 135,739 Research and development — 8,190 873 — 9,063 Amortization of intangible assets — 15,721 295 — 16,016 — 231,581 102,868 (48,746 ) 285,703 Operating income (loss) — 17,440 (20,669 ) 12,272 9,043 Other (expense) income: Interest (expense) income, net (43,082 ) 39 (25 ) — (43,068 ) Other (expense) income, net — (11,200 ) 12,096 — 896 Intercompany (expense) income, net — 742 (584 ) (158 ) — Equity in income of subsidiaries, net 8,699 — — (8,699 ) — (34,383 ) (10,419 ) 11,487 (8,857 ) (42,172 ) (Loss) income before income taxes (34,383 ) 7,021 (9,182 ) 3,415 (33,129 ) Income tax provision — 282 813 — 1,095 Net (loss) income from continuing operations (34,383 ) 6,739 (9,995 ) 3,415 (34,224 ) Net income from discontinued operations — 47 — — 47 Net (loss) income (34,383 ) 6,786 (9,995 ) 3,415 (34,177 ) Net income attributable to noncontrolling interests — — (206 ) — (206 ) Net (loss) income attributable to DJOFL $ (34,383 ) $ 6,786 $ (10,201 ) $ 3,415 $ (34,383 ) DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JULY 1, 2017 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net sales $ — $ 496,493 $ 165,957 $ (79,315 ) $ 583,135 Costs and operating expenses: Cost of sales (exclusive of amortization of intangible assets of $13,961) — 188,428 152,937 (96,911 ) 244,454 Selling, general and administrative — 222,215 47,686 — 269,901 Research and development — 16,513 1,689 — 18,202 Amortization of intangible assets — 34,247 614 — 34,861 — 461,403 202,926 (96,911 ) 567,418 Operating income (loss) — 35,090 (36,969 ) 17,596 15,717 Other (expense) income: Interest (expense) income, net (85,803 ) 80 (32 ) — (85,755 ) Other (expense) income, net — (18,288 ) 19,472 — 1,184 Intercompany (expense) income, net — 289 (45 ) (244 ) — Equity in income of subsidiaries, net 11,451 — — (11,451 ) — (74,352 ) (17,919 ) 19,395 (11,695 ) (84,571 ) (Loss) income before income taxes (74,352 ) 17,171 (17,574 ) 5,901 (68,854 ) Income tax provision — 3,416 1,757 — 5,173 Net (loss) income from continuing operations (74,352 ) 13,755 (19,331 ) 5,901 (74,027 ) Net income from discontinued operations — 105 — — 105 Net (loss) income (74,352 ) 13,860 (19,331 ) 5,901 (73,922 ) Net income attributable to noncontrolling interests — — (430 ) — (430 ) Net (loss) income attributable to DJOFL $ (74,352 ) $ 13,860 $ (19,761 ) $ 5,901 $ (74,352 ) DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED JULY 1, 2017 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net (loss) income $ (34,383 ) $ 6,786 $ (9,995 ) $ 3,415 $ (34,177 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $4,080 — — 3,204 — 3,204 Unrealized gain on cash flow hedges, net of tax provision of $21 thousand (786 ) — — — (786 ) Other comprehensive income (786 ) — 3,204 — 2,418 Comprehensive (loss) income (35,169 ) 6,786 (6,791 ) 3,415 (31,759 ) Comprehensive income attributable to noncontrolling interests — — 768 — 768 Comprehensive (loss) income attributable to DJO Finance LLC $ (35,169 ) $ 6,786 $ (6,023 ) $ 3,415 $ (30,991 ) DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JULY 1, 2017 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Net (loss) income $ (74,352 ) $ 13,860 $ (19,331 ) $ 5,901 $ (73,922 ) Other comprehensive loss, net of taxes: Foreign currency translation adjustments, net of tax provision of $4,192 — — 4,953 — 4,953 Unrealized loss on cash flow hedges, net of tax provision of $21 thousand 60 — — — 60 Other comprehensive loss 60 — 4,953 — 5,013 Comprehensive (loss) income (74,292 ) 13,860 (14,378 ) 5,901 (68,909 ) Comprehensive loss attributable to noncontrolling interests — — 515 — 515 Comprehensive (loss) income attributable to DJO Finance LLC $ (74,292 ) $ 13,860 $ (13,863 ) $ 5,901 $ (68,394 ) DJO FINANCE LLC UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED July 1, 2017 (in thousands) DJOFL Guarantors Non - Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net (loss) income $ (74,352 ) $ 13,860 $ (19,331 ) $ 5,901 $ (73,922 ) Net loss from discontinued operations — (105 ) — — (105 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation — 19,412 2,457 (14 ) 21,855 Amortization of intangible assets — 34,247 614 — 34,861 Amortization of debt issuance costs and non-cash interest expense 4,073 — — — 4,073 Stock-based compensation expense — 846 — — 846 Gain on disposal of assets, net — 187 92 — 279 Deferred income tax expense (benefit) — 2,011 73 — 2,084 Equity in income (loss) of subsidiaries, net (11,451 ) — — 11,451 — Changes in operating assets and liabilities: Accounts receivable — 10,108 1,071 — 11,179 Inventories — 4,921 16,392 (18,949 ) 2,364 Prepaid expenses and other assets (62 ) 3,007 (582 ) 717 3,080 Accounts payable and other current liabilities (4,369 ) 39,731 (196 ) (3,665 ) 31,501 Net cash (used in) provided by continuing operating activities (86,161 ) 128,225 590 (4,559 ) 38,095 Net cash provided by discontinued operations — 105 — — 105 Net cash (used in) provided by operating activities (86,161 ) 128,330 590 (4,559 ) 38,200 Cash Flows from Investing Activities: Purchases of property and equipment — (20,596 ) (1,838 ) — (22,434 ) Net cash (used in) provided by investing activities from continuing operations — (20,596 ) (1,838 ) — (22,434 ) Cash Flows from Financing Activities: Intercompany 110,819 (103,256 ) (12,122 ) 4,559 — Proceeds from issuance of debt 29,000 — 6,556 — 35,556 Repayments of debt (48,275 ) — — — (48,275 ) Repurchase of common stock (3,600 ) — — — (3,600 ) Investment by parent 500 — — — 500 Dividend paid to minority interest — — (1,102 ) — (1,102 ) Net cash provided by (used in) financing activities 88,444 (103,256 ) (6,668 ) 4,559 (16,921 ) Effect of exchange rate changes on cash and cash equivalents — — 1,140 — 1,140 Net (decrease) increase in cash and cash equivalents 2,283 4,478 (6,776 ) — (15 ) Cash and cash equivalents at beginning of period 15,818 (372 ) 19,766 — 35,212 Cash and cash equivalents at end of period $ 18,101 $ 4,106 $ 12,990 $ — $ 35,197 |