Financial Guarantees and Condensed Consolidating Financial Statements | Financial Guarantees and Condensed Consolidating Financial Statements AVINTIV’s Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally on a senior secured basis, by each of AVINTIV’s 100% owned domestic subsidiaries (collectively, the “Guarantors”). As substantially all of AVINTIV’s operating income and cash flow is generated by its subsidiaries, funds necessary to meet AVINTIV’s debt service obligations may be provided, in part, by distributions or advances from its subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of AVINTIV’s subsidiaries, could limit AVINTIV’s ability to obtain cash from its subsidiaries for the purpose of meeting its debt service obligations, including the payment of principal and interest on the Senior Secured Notes. Although holders of the Senior Secured Notes will be direct creditors of AVINTIV’s principal direct subsidiaries by virtue of the guarantees, AVINTIV has subsidiaries that are not included among the Guarantors (collectively, the “Non-Guarantors”), and such subsidiaries will not be obligated with respect to the Senior Secured Notes. As a result, the claims of creditors of the Non-Guarantors will effectively have priority with respect to the assets and earnings of such companies over the claims of creditors of AVINTIV, including the holders of the Senior Secured Notes. The following Condensed Consolidating Financial Statements are presented to satisfy the disclosure requirements of Rule 3-10 of Regulation S-X. In accordance with Rule 3-10, the subsidiary guarantors are all 100% owned by AVINTIV (the “Issuer”). The guarantees on the Senior Secured Notes are full and unconditional and all guarantees are joint and several. The information presents Condensed Consolidating Balance Sheets as of March 31, 2015 and December 31, 2014 , Condensed Consolidating Statements of Comprehensive Income (Loss) for the three months ended March 31, 2015 and March 29, 2014 , and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2015 and March 29, 2014 of (1) AVINTIV (Issuer), (2) the Guarantors, (3) the Non-Guarantors and (4) consolidating eliminations to arrive at the information for the Company on a consolidated basis. Condensed Consolidating Balance Sheet As of March 31, 2015 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ 3,026 $ 91,898 $ 65,677 $ — $ 160,601 Accounts receivable, net — 48,403 203,478 — 251,881 Inventories, net — 56,117 101,659 (760 ) 157,016 Deferred income taxes — 3,081 15,904 (3,027 ) 15,958 Other current assets 10,595 16,748 52,032 — 79,375 Total current assets 13,621 216,247 438,750 (3,787 ) 664,831 Property, plant and equipment, net 5,229 199,584 602,431 — 807,244 Goodwill — 55,999 145,348 — 201,347 Intangible assets, net 32,688 116,595 22,693 — 171,976 Net investment in and advances to (from) subsidiaries 1,389,585 429,901 (774,303 ) (1,045,183 ) — Deferred income taxes 2,315 — 19,337 (1,579 ) 20,073 Other noncurrent assets 281 7,273 28,736 — 36,290 Total assets $ 1,443,719 $ 1,025,599 $ 482,992 $ (1,050,549 ) $ 1,901,761 LIABILITIES AND EQUITY Current liabilities: Short-term borrowings $ 1,139 $ — $ 24,603 $ — $ 25,742 Accounts payable and accrued liabilities 36,928 55,903 189,077 — 281,908 Income taxes payable 169 756 6,794 — 7,719 Deferred income taxes 2,896 — 10,162 (2,159 ) 10,899 Current portion of long-term debt 7,145 — 31,424 — 38,569 Total current liabilities 48,277 56,659 262,060 (2,159 ) 364,837 Long-term debt 1,408,345 — 2,851 — 1,411,196 Deferred income taxes — 14,699 25,316 (2,447 ) 37,568 Other noncurrent liabilities 258 36,257 64,216 — 100,731 Total liabilities 1,456,880 107,615 354,443 (4,606 ) 1,914,332 Redeemable noncontrolling interest 76,584 — — — 76,584 Common stock — — 16,966 (16,966 ) — AVINTIV Specialty Materials Inc. shareholders’ equity (89,745 ) 917,984 110,993 (1,028,977 ) (89,745 ) Noncontrolling interest — — 590 — 590 Total (deficit) equity (89,745 ) 917,984 128,549 (1,045,943 ) (89,155 ) Total liabilities, redeemable noncontrolling interest and equity $ 1,443,719 $ 1,025,599 $ 482,992 $ (1,050,549 ) $ 1,901,761 Condensed Consolidating Balance Sheet As of December 31, 2014 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ 34,720 $ 76,744 $ 67,027 $ — $ 178,491 Accounts receivable, net — 39,504 208,223 — 247,727 Inventories, net — 54,044 120,775 (1,118 ) 173,701 Deferred income taxes — 3,279 16,523 (3,026 ) 16,776 Other current assets 10,465 19,250 59,406 — 89,121 Total current assets 45,185 192,821 471,954 (4,144 ) 705,816 Property, plant and equipment, net 5,445 204,800 659,985 — 870,230 Goodwill — 55,999 164,555 — 220,554 Intangible assets, net 34,529 118,283 26,099 — 178,911 Net investment in and advances to (from) subsidiaries 1,437,946 494,906 (811,794 ) (1,121,058 ) — Deferred income taxes 1,578 — 18,232 (1,579 ) 18,231 Other noncurrent assets 285 7,111 34,035 — 41,431 Total assets $ 1,524,968 $ 1,073,920 $ 563,066 $ (1,126,781 ) $ 2,035,173 LIABILITIES AND EQUITY Current liabilities: Short-term borrowings $ 405 $ — $ 17,260 $ — $ 17,665 Accounts payable and accrued liabilities 39,529 64,552 217,232 — 321,313 Income taxes payable 223 2,986 6,427 — 9,636 Deferred income taxes 2,322 — 10,216 (2,321 ) 10,217 Current portion of long-term debt 7,143 — 24,749 — 31,892 Total current liabilities 49,622 67,538 275,884 (2,321 ) 390,723 Long-term debt 1,410,059 — 23,224 — 1,433,283 Deferred income taxes — 14,897 23,760 (2,434 ) 36,223 Other noncurrent liabilities 461 36,839 72,264 — 109,564 Total liabilities 1,460,142 119,274 395,132 (4,755 ) 1,969,793 Redeemable noncontrolling interest 89,181 — — — 89,181 Common stock — — 16,966 (16,966 ) — AVINTIV Specialty Materials Inc. shareholders’ equity (24,355 ) 954,646 150,414 (1,105,060 ) (24,355 ) Noncontrolling interest — — 554 — 554 Total equity (24,355 ) 954,646 167,934 (1,122,026 ) (23,801 ) Total liabilities and equity $ 1,524,968 $ 1,073,920 $ 563,066 $ (1,126,781 ) $ 2,035,173 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended March 31, 2015 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net sales $ — $ 141,800 $ 327,774 $ (8,336 ) $ 461,238 Cost of goods sold — (108,769 ) (255,387 ) 8,336 (355,820 ) Gross profit — 33,031 72,387 — 105,418 Selling, general and administrative expenses (15,991 ) (13,206 ) (35,792 ) — (64,989 ) Special charges, net (2,682 ) (738 ) (2,602 ) — (6,022 ) Other operating, net 264 (564 ) 1,723 — 1,423 Operating income (loss) (18,409 ) 18,523 35,716 — 35,830 Other income (expense): Interest expense (16,251 ) (1,898 ) (9,484 ) — (27,633 ) Intercompany royalty and technical service fees 2,105 1,559 (3,664 ) — — Foreign currency and other, net (2,888 ) 879 (41,914 ) — (43,923 ) Equity in earnings of subsidiaries (7,971 ) (23,585 ) — 31,556 — Income (loss) before income taxes (43,414 ) (4,522 ) (19,346 ) 31,556 (35,726 ) Income tax (provision) benefit 3,456 (3,812 ) (4,192 ) — (4,548 ) Net income (loss) (39,958 ) (8,334 ) (23,538 ) 31,556 (40,274 ) Less: Earnings attributable to noncontrolling interest and redeemable noncontrolling interest — — (316 ) — (316 ) Net income (loss) attributable to AVINTIV Specialty Materials Inc. $ (39,958 ) $ (8,334 ) $ (23,222 ) $ 31,556 $ (39,958 ) Comprehensive income (loss) attributable to AVINTIV Specialty Materials Inc. $ (68,636 ) $ (37,363 ) $ (39,423 ) $ 76,786 $ (68,636 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended March 29, 2014 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net sales $ — $ 148,896 $ 286,667 $ (12,979 ) $ 422,584 Cost of goods sold (37 ) (122,587 ) (238,474 ) 12,979 (348,119 ) Gross profit (37 ) 26,309 48,193 — 74,465 Selling, general and administrative expenses (10,930 ) (13,551 ) (31,053 ) — (55,534 ) Special charges, net (3,965 ) (532 ) (4,214 ) — (8,711 ) Other operating, net 12 (212 ) (869 ) — (1,069 ) Operating income (loss) (14,920 ) 12,014 12,057 — 9,151 Other income (expense): Interest expense (19,931 ) 7,083 (5,058 ) — (17,906 ) Intercompany royalty and technical service fees 2,695 1,653 (4,348 ) — — Foreign currency and other, net 10,800 553 (6,394 ) — 4,959 Equity in earnings of subsidiaries 8,285 (8,162 ) — (123 ) — Income (loss) before income taxes (13,071 ) 13,141 (3,743 ) (123 ) (3,796 ) Income tax (provision) benefit 3,591 (4,914 ) (4,377 ) — (5,700 ) Net income (loss) (9,480 ) 8,227 (8,120 ) (123 ) (9,496 ) Less: Earnings attributable to noncontrolling interest and redeemable noncontrolling interest — — (16 ) — (16 ) Net income (loss) attributable to AVINTIV Specialty Materials Inc. $ (9,480 ) $ 8,227 $ (8,104 ) $ (123 ) $ (9,480 ) Comprehensive income (loss) attributable to AVINTIV Specialty Materials Inc. $ (7,793 ) $ 9,725 $ (6,060 ) $ (3,665 ) $ (7,793 ) Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2015 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (33,186 ) $ 5,433 $ 27,224 $ — $ (529 ) Investing activities: Purchases of property, plant and equipment (186 ) (3,237 ) (7,587 ) — (11,010 ) Proceeds from the sale of assets — — 532 — 532 Acquisition of intangibles and other (113 ) — — — (113 ) Intercompany investing activities, net 2,845 15,803 — (18,648 ) — Net cash provided by (used in) investing activities 2,546 12,566 (7,055 ) (18,648 ) (10,591 ) Financing activities: Proceeds from long-term borrowings — — 15 — 15 Proceeds from short-term borrowings 869 — 18,105 — 18,974 Repayment of long-term borrowings (1,788 ) — (9,997 ) — (11,785 ) Repayment of short-term borrowings (135 ) — (8,813 ) — (8,948 ) Intercompany financing activities, net — (2,845 ) (15,803 ) 18,648 — Net cash provided by (used in) financing activities (1,054 ) (2,845 ) (16,493 ) 18,648 (1,744 ) Effect of exchange rate changes on cash — — (5,026 ) — (5,026 ) Net change in cash and cash equivalents (31,694 ) 15,154 (1,350 ) — (17,890 ) Cash and cash equivalents at beginning of period 34,720 76,744 67,027 — 178,491 Cash and cash equivalents at end of period $ 3,026 $ 91,898 $ 65,677 $ — $ 160,601 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 29, 2014 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (35,352 ) $ 30,624 $ (9,861 ) $ — $ (14,589 ) Investing activities: Purchases of property, plant and equipment (746 ) (5,795 ) (7,574 ) — (14,115 ) Acquisition of intangibles and other (57 ) — — — (57 ) Intercompany investing activities, net 11,035 (16,505 ) 50 5,420 — Net cash provided by (used in) investing activities 10,232 (22,300 ) (7,524 ) 5,420 (14,172 ) Financing activities: Proceeds from long-term borrowings 3,000 — 152 — 3,152 Proceeds from short-term borrowings 1,024 — 6,582 — 7,606 Repayment of long-term borrowings (3,898 ) — (2,062 ) — (5,960 ) Repayment of short-term borrowings (478 ) — (1,471 ) — (1,949 ) Intercompany financing activities, net 24,168 (11,085 ) (7,663 ) (5,420 ) — Net cash provided by (used in) financing activities 23,816 (11,085 ) (4,462 ) (5,420 ) 2,849 Effect of exchange rate changes on cash — — (512 ) — (512 ) Net change in cash and cash equivalents (1,304 ) (2,761 ) (22,359 ) — (26,424 ) Cash and cash equivalents at beginning of period 2,068 13,103 70,893 — 86,064 Cash and cash equivalents at end of period $ 764 $ 10,342 $ 48,534 $ — $ 59,640 | Financial Guarantees and Condensed Consolidating Financial Statements AVINTIV’s Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally on a senior secured basis, by each of AVINTIV’s 100% owned domestic subsidiaries (collectively, the “Guarantors”). As substantially all of AVINTIV’s operating income and cash flow is generated by its subsidiaries, funds necessary to meet AVINTIV’s debt service obligations may be provided, in part, by distributions or advances from its subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of AVINTIV’s subsidiaries, could limit AVINTIV’s ability to obtain cash from its subsidiaries for the purpose of meeting its debt service obligations, including the payment of principal and interest on the Senior Secured Notes. Although holders of the Senior Secured Notes will be direct creditors of AVINTIV’s principal direct subsidiaries by virtue of the guarantees, AVINTIV has subsidiaries that are not included among the Guarantors (collectively, the “Non-Guarantors”), and such subsidiaries will not be obligated with respect to the Senior Secured Notes. As a result, the claims of creditors of the Non-Guarantors will effectively have priority with respect to the assets and earnings of such companies over the claims of creditors of Polymer, including the holders of the Senior Secured Notes. The following Condensed Consolidating Financial Statements are presented to satisfy the disclosure requirements of Rule 3-10 of Regulation S-X. In accordance with Rule 3-10, the subsidiary guarantors are all 100% owned by AVINTIV (the “Issuer”). The guarantees on the Senior Secured Notes are full and unconditional and all guarantees are joint and several. The information presents Condensed Consolidating Balance Sheets as of December 31, 2014 and December 28, 2013 and Condensed Consolidating Statements of Operations and Condensed Consolidating Statements of Cash Flows for the fiscal years ended December 31, 2014 , December 28, 2013 and December 29, 2012 of (1) AVINTIV (Issuer), (2) the Guarantors, (3) the Non-Guarantors and (4) consolidating eliminations to arrive at the information for the Company on a consolidated basis. Condensed Consolidating Balance Sheets As of December 31, 2014 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ 34,720 $ 76,744 $ 67,027 $ — $ 178,491 Accounts receivable, net — 39,504 208,223 — 247,727 Inventories, net — 54,044 120,775 (1,118 ) 173,701 Deferred income taxes — 3,279 16,523 (3,026 ) 16,776 Other current assets 10,465 19,250 59,406 — 89,121 Total current assets 45,185 192,821 471,954 (4,144 ) 705,816 Property, plant and equipment, net 5,445 204,800 659,985 — 870,230 Goodwill — 55,999 164,555 — 220,554 Intangible assets, net 34,529 118,283 26,099 — 178,911 Net investment in and advances to (from) subsidiaries 1,437,946 494,906 (811,794 ) (1,121,058 ) — Deferred income taxes 1,578 — 18,232 (1,579 ) 18,231 Other noncurrent assets 285 7,111 34,035 — 41,431 Total assets $ 1,524,968 $ 1,073,920 $ 563,066 $ (1,126,781 ) $ 2,035,173 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 405 $ — $ 17,260 $ — $ 17,665 Accounts payable and accrued liabilities 39,529 64,552 217,232 — 321,313 Income taxes payable 223 2,986 6,427 — 9,636 Deferred income taxes 2,322 — 10,216 (2,321 ) 10,217 Current portion of long-term debt 7,143 — 24,749 — 31,892 Total current liabilities 49,622 67,538 275,884 (2,321 ) 390,723 Long-term debt 1,410,059 — 23,224 — 1,433,283 Deferred income taxes — 14,897 23,760 (2,434 ) 36,223 Other noncurrent liabilities 461 36,839 72,264 — 109,564 Total liabilities 1,460,142 119,274 395,132 (4,755 ) 1,969,793 Redeemable noncontrolling interest 89,181 — — — 89,181 Common stock — — 16,966 (16,966 ) — Other shareholders’ (deficit) equity (24,355 ) 954,646 150,414 (1,105,060 ) (24,355 ) Noncontrolling interests — — 554 — 554 Total shareholders' (deficit) equity (24,355 ) 954,646 167,934 (1,122,026 ) (23,801 ) Total liabilities and shareholders' equity $ 1,524,968 $ 1,073,920 $ 563,066 $ (1,126,781 ) $ 2,035,173 Condensed Consolidating Balance Sheets As of December 28, 2013 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ 2,068 $ 13,103 $ 70,893 $ — $ 86,064 Accounts receivable, net — 46,828 147,999 — 194,827 Inventories, net — 46,428 109,646 — 156,074 Deferred income taxes 385 2,438 2,318 (2,823 ) 2,318 Other current assets 1,887 12,696 44,513 — 59,096 Total current assets 4,340 121,493 375,369 (2,823 ) 498,379 Property, plant and equipment, net 2,756 207,256 442,768 — 652,780 Goodwill — 54,683 60,645 — 115,328 Intangible assets, net 31,525 125,146 12,728 — 169,399 Net investment in and advances to (from) subsidiaries 1,013,856 615,314 (363,414 ) (1,265,756 ) — Deferred income taxes — — 2,582 — 2,582 Other noncurrent assets 298 8,869 16,885 — 26,052 Total assets $ 1,052,775 $ 1,132,761 $ 547,563 $ (1,268,579 ) $ 1,464,520 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 410 $ — $ 2,062 $ — $ 2,472 Accounts payable and accrued liabilities 36,510 61,950 209,271 — 307,731 Income taxes payable 369 — 3,244 — 3,613 Deferred income taxes — — 194 1,148 1,342 Current portion of long-term debt 3,039 — 10,758 — 13,797 Total current liabilities 40,328 61,950 225,529 1,148 328,955 Long-term debt 850,767 — 29,632 — 880,399 Deferred income taxes 974 12,543 23,689 (3,970 ) 33,236 Other noncurrent liabilities 1,810 31,718 28,663 — 62,191 Total liabilities 893,879 106,211 307,513 (2,822 ) 1,304,781 Common stock — — 16,966 (16,966 ) — Other shareholders’ (deficit) equity 158,896 1,026,550 222,241 (1,248,791 ) 158,896 Noncontrolling interests — — 843 — 843 Total shareholders' (deficit) equity 158,896 1,026,550 240,050 (1,265,757 ) 159,739 Total liabilities and shareholders' equity $ 1,052,775 $ 1,132,761 $ 547,563 $ (1,268,579 ) $ 1,464,520 Condensed Consolidating Statements of Operations For the Fiscal Year Ended December 31, 2014 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net sales $ — $ 594,464 $ 1,303,006 $ (37,556 ) $ 1,859,914 Cost of goods sold (583 ) (478,465 ) (1,084,914 ) 37,556 (1,526,406 ) Gross profit (583 ) 115,999 218,092 — 333,508 Selling, general and administrative expenses (51,197 ) (55,105 ) (147,978 ) — (254,280 ) Special charges, net (24,177 ) (3,277 ) (31,731 ) — (59,185 ) Other operating, net 298 473 (2,616 ) — (1,845 ) Operating income (loss) (75,659 ) 58,090 35,767 — 18,198 Other income (expense): Interest expense (74,389 ) 11,678 (33,442 ) — (96,153 ) Debt modification and extinguishment costs (13,350 ) — (2,375 ) — (15,725 ) Intercompany royalty and technical service fees 13,904 (10,918 ) (2,986 ) — — Foreign currency and other, net 12,460 894 (40,437 ) — (27,083 ) Equity in earnings of subsidiaries 9,646 (34,131 ) — 24,485 — Income (loss) before income taxes (127,388 ) 25,613 (43,473 ) 24,485 (120,763 ) Income tax (provision) benefit 12,091 (16,064 ) 5,496 — 1,523 Net income (loss) (115,297 ) 9,549 (37,977 ) 24,485 (119,240 ) Less: Earnings attributable to noncontrolling interest and redeemable noncontrolling interest — — (3,943 ) — (3,943 ) Net income (loss) attributable to AVINTIV Specialty Materials Inc. $ (115,297 ) $ 9,549 $ (34,034 ) $ 24,485 $ (115,297 ) Comprehensive income (loss) $ (166,355 ) $ (41,779 ) $ (56,270 ) $ 98,049 $ (166,355 ) Condensed Consolidating Statements of Operations For the Fiscal Year Ended December 28, 2013 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net sales $ — $ 392,212 $ 844,997 $ (22,347 ) $ 1,214,862 Cost of goods sold (103 ) (334,278 ) (706,772 ) 22,347 (1,018,806 ) Gross profit (103 ) 57,934 138,225 — 196,056 Selling, general and administrative expenses (44,835 ) (28,744 ) (79,609 ) — (153,188 ) Special charges, net (22,080 ) (1,381 ) (9,727 ) — (33,188 ) Other operating, net 34 (442 ) (2,104 ) — (2,512 ) Operating income (loss) (66,984 ) 27,367 46,785 — 7,168 Other income (expense): Interest expense (51,558 ) 14,655 (19,071 ) — (55,974 ) Debt modification and extinguishment costs (3,334 ) — — — (3,334 ) Intercompany royalty and technical service fees 20,405 (4,445 ) (15,960 ) — — Foreign currency and other, net 375 (246 ) (8,980 ) — (8,851 ) Equity in earnings of subsidiaries 64,273 (1,179 ) — (63,094 ) — Income (loss) before income taxes (36,823 ) 36,152 2,774 (63,094 ) (60,991 ) Income tax (provision) benefit 11,890 28,758 (4,624 ) — 36,024 Net income (loss) (24,933 ) 64,910 (1,850 ) (63,094 ) (24,967 ) Less: Earnings attributable to noncontrolling interest — — (34 ) — (34 ) Net income (loss) attributable to AVINTIV Specialty Materials Inc. (24,933 ) 64,910 (1,816 ) (63,094 ) (24,933 ) Comprehensive income (loss) $ (18,270 ) $ 75,369 $ (1,496 ) $ (73,873 ) $ (18,270 ) Condensed Consolidating Statements of Operations For the Fiscal Year Ended December 29, 2012 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net sales $ — $ 367,548 $ 808,134 $ (20,519 ) $ 1,155,163 Cost of goods sold 131 (319,537 ) (659,030 ) 20,519 (957,917 ) Gross profit 131 48,011 149,104 — 197,246 Selling, general and administrative expenses (40,053 ) (24,190 ) (76,533 ) — (140,776 ) Special charges, net (8,515 ) (2,305 ) (8,772 ) — (19,592 ) Other operating, net 5 264 18 — 287 Operating income (loss) (48,432 ) 21,780 63,817 — 37,165 Other income (expense): Interest expense (52,090 ) 21,192 (19,516 ) — (50,414 ) Intercompany royalty and technical service fees 17,097 (4,132 ) (12,965 ) — — Foreign currency and other, net 18,938 (18,901 ) (5,171 ) — (5,134 ) Equity in earnings of subsidiaries 32,077 19,260 — (51,337 ) — Income (loss) before income taxes (32,410 ) 39,199 26,165 (51,337 ) (18,383 ) Income tax (provision) benefit 6,372 (5,886 ) (8,141 ) — (7,655 ) Net income (loss) (26,038 ) 33,313 18,024 (51,337 ) (26,038 ) Comprehensive income (loss) $ (43,678 ) $ 17,536 $ 481 $ (18,017 ) $ (43,678 ) Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended December 31, 2014 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (249,860 ) $ 165,527 $ 133,481 $ — $ 49,148 Investing activities: Purchases of property, plant and equipment (3,964 ) (32,731 ) (45,762 ) — (82,457 ) Proceeds from the sale of assets — — 2,306 — 2,306 Acquisition of intangibles and other (250 ) — — — (250 ) Acquisitions, net of cash acquired — — (356,281 ) — (356,281 ) Intercompany investing activities, net (333,910 ) (443,791 ) 791 776,910 — Net cash provided by (used in) investing activities (338,124 ) (476,522 ) (398,946 ) 776,910 (436,682 ) Financing activities: Issuance of common stock 750 — — — 750 Proceeds from long-term borrowings 628,000 — 135 — 628,135 Proceeds from short-term borrowings 1,691 — 30,400 — 32,091 Repayment of long-term borrowings (65,085 ) — (66,368 ) — (131,453 ) Repayment of short-term borrowings (1,696 ) — (15,113 ) — (16,809 ) Loan acquisition costs (21,283 ) — — — (21,283 ) Debt modification costs (1,680 ) — (2,375 ) — (4,055 ) Intercompany financing activities, net 79,939 374,636 322,335 (776,910 ) — Net cash provided by (used in) financing activities 620,636 374,636 269,014 (776,910 ) 487,376 Effect of exchange rate changes on cash — — (7,415 ) — (7,415 ) Net change in cash and cash equivalents 32,652 63,641 (3,866 ) — 92,427 Cash and cash equivalents at beginning of period 2,068 13,103 70,893 — 86,064 Cash and cash equivalents at end of period $ 34,720 $ 76,744 $ 67,027 $ — $ 178,491 Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended December 28, 2013 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (97,500 ) $ 64,440 $ 49,910 $ — $ 16,850 Investing activities: Purchases of property, plant and equipment (1,356 ) (9,841 ) (43,445 ) — (54,642 ) Proceeds from the sale of assets — — 435 — 435 Acquisition of intangibles and other (356 ) — (4,226 ) — (4,582 ) Acquisitions, net of cash acquired (278,970 ) — — — (278,970 ) Intercompany investing activities, net (12,783 ) (81,373 ) (15,000 ) 109,156 — Net cash provided by (used in) investing activities (293,465 ) (91,214 ) (62,236 ) 109,156 (337,759 ) Financing activities: Issuance of common stock 30,504 — — — 30,504 Proceeds from long-term borrowings 612,602 — 17,397 — 629,999 Proceeds from short-term borrowings 2,216 — 1,871 — 4,087 Repayment of long-term borrowings (318,154 ) — (19,525 ) — (337,679 ) Repayment of short-term borrowings (2,619 ) — — — (2,619 ) Loan acquisition costs (16,102 ) — — — (16,102 ) Intercompany financing activities, net 84,100 11,592 13,464 (109,156 ) — Net cash provided by (used in) financing activities 392,547 11,592 13,207 (109,156 ) 308,190 Effect of exchange rate changes on cash — — 904 — 904 Net change in cash and cash equivalents 1,582 (15,182 ) 1,785 — (11,815 ) Cash and cash equivalents at beginning of period 486 28,285 69,108 — 97,879 Cash and cash equivalents at end of period $ 2,068 $ 13,103 $ 70,893 $ — $ 86,064 Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended December 29, 2012 In thousands AVINTIV (Issuer) Guarantors Non-Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (81,186 ) $ 77,313 $ 79,344 $ — $ 75,471 Investing activities: Purchases of property, plant and equipment (26,043 ) (4,021 ) (21,561 ) — (51,625 ) Proceeds from the sale of assets — 1,646 14 — 1,660 Acquisition of intangibles and other (268 ) — — — (268 ) Intercompany investing activities, net 57,118 (37,797 ) (25,218 ) 5,897 — Net cash provided by (used in) investing activities 30,807 (40,172 ) (46,765 ) 5,897 (50,233 ) Financing activities: Issuance of common stock 1,087 — — — 1,087 Proceeds from long-term borrowings — — 10,977 — 10,977 Proceeds from short-term borrowings 2,725 — 3,000 — 5,725 Repayment of long-term borrowings (107 ) — (7,571 ) — (7,678 ) Repayment of short-term borrowings (1,933 ) — (8,000 ) — (9,933 ) Loan acquisition costs (220 ) — — — (220 ) Intercompany financing activities, net 46,178 (23,430 ) (16,851 ) (5,897 ) — Net cash provided by (used in) financing activities 47,730 (23,430 ) (18,445 ) (5,897 ) (42 ) Effect of exchange rate changes on cash — — (59 ) — (59 ) Net change in cash and cash equivalents (2,649 ) 13,711 14,075 — 25,137 Cash and cash equivalents at beginning of period 3,135 14,574 55,033 — 72,742 Cash and cash equivalents at end of period $ 486 $ 28,285 $ 69,108 $ — $ 97,879 |