Condensed Consolidating Financial Statements of The ServiceMaster Company and Subsidiaries | 9 Months Ended |
Sep. 30, 2013 |
Condensed Consolidating Financial Statements of The ServiceMaster Company and Subsidiaries | ' |
Condensed Consolidating Financial Statements of The ServiceMaster Company and Subsidiaries | ' |
Note 17. Condensed Consolidating Financial Statements of The ServiceMaster Company and Subsidiaries |
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The following condensed consolidating financial statements of the Company and its subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X. These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the condensed consolidated financial statements. Goodwill and other intangible assets have been allocated to all of the subsidiaries of the Company based on management’s estimates. |
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The payment obligations of the Company under the $600 million aggregate principal amount of 8 percent senior notes due 2020 (the “8% 2020 Notes”) and $750 million aggregate principal amount of 7 percent senior notes due 2020 (the “7% 2020 Notes”, and together with the 8% 2020 Notes, the “2020 Notes”) are jointly and severally guaranteed on a senior unsecured basis by the Company’s domestic subsidiaries that guarantee our indebtedness under the Term Loan Facility, the pre-funded letter of credit facility (together, the “Term Facilities”) and the Revolving Credit Facility (together with the Term Facilities, the “Credit Facilities”) (the “Guarantors”). Each of the Guarantors is wholly owned, directly or indirectly, by the Company, and all guarantees are full and unconditional. Our non-U.S. subsidiaries, our subsidiaries subject to regulation as an insurance, home warranty, service contract or similar company, or certain other subsidiaries (the “Non-Guarantors”) do not guarantee the 2020 Notes. A Guarantor will be released from its obligations under its guarantee under certain customary circumstances, including, (i) the sale or disposition of the Guarantor, (ii) the release of the Guarantor from all of its obligations under all guarantees related to any indebtedness of the Company, (iii) the merger or consolidation of the Guarantor as specified in the indenture governing the 2020 Notes, (iv) the Guarantor becomes an unrestricted subsidiary under the indenture governing the 2020 Notes, (v) the defeasance of the Company’s obligations under the indenture governing the 2020 Notes or (vi) the payment in full of the principal amount of the 2020 Notes. |
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THE SERVICEMASTER COMPANY AND SUBSIDIARIES |
Condensed Consolidating Statement of Operations and Comprehensive Income |
For the Three Months Ended September 30, 2013 (Unaudited) |
(In thousands) |
|
| | The | | | | | | | | | |
| | ServiceMaster | | | | Non- | | | | | |
| | Company | | Guarantors | | Guarantors | | Eliminations | | Consolidated | |
Operating Revenue | | $ | — | | $ | 684,064 | | $ | 261,835 | | $ | (17,077 | ) | $ | 928,822 | |
| | | | | | | | | | | |
Operating Costs and Expenses: | | | | | | | | | | | |
Cost of services rendered and products sold | | — | | 432,914 | | 118,766 | | (16,875 | ) | 534,805 | |
Selling and administrative expenses | | 1,997 | | 152,485 | | 99,938 | | (107 | ) | 254,313 | |
Amortization expense | | — | | 13,179 | | 656 | | — | | 13,835 | |
Restructuring charges | | 4,267 | | 1,133 | | 356 | | — | | 5,756 | |
Total operating costs and expenses | | 6,264 | | 599,711 | | 219,716 | | (16,982 | ) | 808,709 | |
| | | | | | | | | | | |
Operating (Loss) Income | | (6,264 | ) | 84,353 | | 42,119 | | (95 | ) | 120,113 | |
| | | | | | | | | | | |
Non-operating Expense (Income): | | | | | | | | | | | |
Interest expense (income) | | 28,701 | | 34,665 | | (30 | ) | — | | 63,336 | |
Interest and net investment income | | (65 | ) | (1,159 | ) | (1,041 | ) | (95 | ) | (2,360 | ) |
Other expense | | — | | — | | 148 | | — | | 148 | |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations before Income Taxes | | (34,900 | ) | 50,847 | | 43,042 | | — | | 58,989 | |
(Benefit) provision for income taxes | | (3,811 | ) | (3,155 | ) | 19,538 | | — | | 12,572 | |
Equity in losses of joint venture | | — | | — | | (50 | ) | — | | (50 | ) |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations | | (31,089 | ) | 54,002 | | 23,454 | | — | | 46,367 | |
| | | | | | | | | | | |
Loss from discontinued operations, net of income taxes | | — | | (618 | ) | (61 | ) | — | | (679 | ) |
Equity in earnings of subsidiaries (net of tax) | | 76,777 | | 19,148 | | — | | (95,925 | ) | — | |
Net Income | | $ | 45,688 | | $ | 72,532 | | $ | 23,393 | | $ | (95,925 | ) | $ | 45,688 | |
| | | | | | | | | | | |
Total Comprehensive Income | | $ | 47,688 | | $ | 73,157 | | $ | 24,734 | | $ | (97,891 | ) | $ | 47,688 | |
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THE SERVICEMASTER COMPANY AND SUBSIDIARIES |
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income |
For the Three Months Ended September 30, 2012 (Unaudited) |
(In thousands) |
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| | The | | | | | | | | | |
| | ServiceMaster | | | | Non- | | | | | |
| | Company | | Guarantors | | Guarantors | | Eliminations | | Consolidated | |
Operating Revenue | | $ | — | | $ | 664,090 | | $ | 251,638 | | $ | (15,035 | ) | $ | 900,693 | |
| | | | | | | | | | | |
Operating Costs and Expenses: | | | | | | | | | | | |
Cost of services rendered and products sold | | — | | 408,731 | | 120,553 | | (14,635 | ) | 514,649 | |
Selling and administrative expenses | | 2,194 | | 145,456 | | 98,448 | | (106 | ) | 245,992 | |
Amortization expense | | (111 | ) | 14,435 | | 847 | | — | | 15,171 | |
Goodwill and trade name impairment | | — | | 833,973 | | 11,200 | | — | | 845,173 | |
Restructuring charges | | — | | 1,354 | | 1,968 | | — | | 3,322 | |
Total operating costs and expenses | | 2,083 | | 1,403,949 | | 233,016 | | (14,741 | ) | 1,624,307 | |
| | | | | | | | | | | |
Operating (Loss) Income | | (2,083 | ) | (739,859 | ) | 18,622 | | (294 | ) | (723,614 | ) |
| | | | | | | | | | | |
Non-operating Expense (Income): | | | | | | | | | | | |
Interest expense (income) | | 45,371 | | 21,474 | | (4,588 | ) | — | | 62,257 | |
Interest and net investment loss (income) | | 87 | | 2,443 | | (6,197 | ) | (294 | ) | (3,961 | ) |
Loss on extinguishment of debt | | 16,361 | | — | | — | | — | | 16,361 | |
Other expense | | — | | — | | 141 | | — | | 141 | |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations before Income Taxes | | (63,902 | ) | (763,776 | ) | 29,266 | | — | | (798,412 | ) |
(Benefit) provision for income taxes | | (24,458 | ) | (92,927 | ) | 23,082 | | — | | (94,303 | ) |
Equity in losses of joint venture | | — | | — | | (50 | ) | — | | (50 | ) |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations | | (39,444 | ) | (670,849 | ) | 6,134 | | — | | (704,159 | ) |
| | | | | | | | | | | |
Loss from discontinued operations, net of income taxes | | — | | (186 | ) | (17 | ) | — | | (203 | ) |
Equity in (losses) earnings of subsidiaries (net of tax) | | (664,918 | ) | 13,117 | | — | | 651,801 | | — | |
Net (Loss) Income | | $ | (704,362 | ) | $ | (657,918 | ) | $ | 6,117 | | $ | 651,801 | | $ | (704,362 | ) |
| | | | | | | | | | | |
Total Comprehensive (Loss) Income | | $ | (698,594 | ) | $ | (656,055 | ) | $ | 7,151 | | $ | 648,904 | | $ | (698,594 | ) |
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THE SERVICEMASTER COMPANY AND SUBSIDIARIES |
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income |
For the Nine Months Ended September 30, 2013 (Unaudited) |
(In thousands) |
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| | The | | | | | | | | | |
| | ServiceMaster | | | | Non- | | | | | |
| | Company | | Guarantors | | Guarantors | | Eliminations | | Consolidated | |
Operating Revenue | | $ | — | | $ | 1,850,060 | | $ | 674,773 | | $ | (49,242 | ) | $ | 2,475,591 | |
| | | | | | | | | | | |
Operating Costs and Expenses: | | | | | | | | | | | |
Cost of services rendered and products sold | | — | | 1,193,700 | | 314,132 | | (48,544 | ) | 1,459,288 | |
Selling and administrative expenses | | 9,732 | | 414,965 | | 291,261 | | (319 | ) | 715,639 | |
Amortization expense | | — | | 39,790 | | 1,873 | | — | | 41,663 | |
Goodwill and trade name impairment | | — | | 667,990 | | 5,263 | | — | | 673,253 | |
Restructuring charges | | 4,267 | | 2,821 | | 2,243 | | — | | 9,331 | |
Total operating costs and expenses | | 13,999 | | 2,319,266 | | 614,772 | | (48,863 | ) | 2,899,174 | |
| | | | | | | | | | | |
Operating (Loss) Income | | (13,999 | ) | (469,206 | ) | 60,001 | | (379 | ) | (423,583 | ) |
| | | | | | | | | | | |
Non-operating Expense (Income): | | | | | | | | | | | |
Interest expense (income) | | 84,200 | | 103,009 | | (175 | ) | — | | 187,034 | |
Interest and net investment (income) loss | | (2,268 | ) | 5,302 | | (9,183 | ) | (379 | ) | (6,528 | ) |
Other expense | | — | | — | | 435 | | — | | 435 | |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations before Income Taxes | | (95,931 | ) | (577,517 | ) | 68,924 | | — | | (604,524 | ) |
(Benefit) provision for income taxes | | (28,932 | ) | (154,041 | ) | 64,863 | | — | | (118,110 | ) |
Equity in losses of joint venture | | — | | — | | (164 | ) | — | | (164 | ) |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations | | (66,999 | ) | (423,476 | ) | 3,897 | | — | | (486,578 | ) |
| | | | | | | | | | | |
Loss from discontinued operations, net of income taxes | | — | | (974 | ) | (101 | ) | — | | (1,075 | ) |
Equity in earnings of subsidiaries (net of tax) | | (420,654 | ) | 4,266 | | — | | 416,388 | | — | |
Net (Loss) Income | | $ | (487,653 | ) | $ | (420,184 | ) | $ | 3,796 | | $ | 416,388 | | $ | (487,653 | ) |
| | | | | | | | | | | |
Total Comprehensive (Loss) Income | | $ | (486,619 | ) | $ | (420,141 | ) | $ | 2,667 | | $ | 417,474 | | $ | (486,619 | ) |
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THE SERVICEMASTER COMPANY AND SUBSIDIARIES |
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income |
For the Nine Months Ended September 30, 2012 (Unaudited) |
(In thousands) |
|
| | The | | | | | | | | | |
| | ServiceMaster | | | | Non- | | | | | |
| | Company | | Guarantors | | Guarantors | | Eliminations | | Consolidated | |
Operating Revenue | | $ | — | | $ | 1,881,366 | | $ | 680,223 | | $ | (44,042 | ) | $ | 2,517,547 | |
| | | | | | | | | | | |
Operating Costs and Expenses: | | | | | | | | | | | |
Cost of services rendered and products sold | | — | | 1,161,027 | | 316,593 | | (43,429 | ) | 1,434,191 | |
Selling and administrative expenses | | 6,307 | | 376,030 | | 297,273 | | (319 | ) | 679,291 | |
Amortization expense | | — | | 47,828 | | 3,134 | | — | | 50,962 | |
Goodwill and trade name impairment | | — | | 901,673 | | 11,200 | | — | | 912,873 | |
Restructuring charges | | — | | 4,943 | | 7,395 | | — | | 12,338 | |
Total operating costs and expenses | | 6,307 | | 2,491,501 | | 635,595 | | (43,748 | ) | 3,089,655 | |
| | | | | | | | | | | |
Operating (Loss) Income | | (6,307 | ) | (610,135 | ) | 44,628 | | (294 | ) | (572,108 | ) |
| | | | | | | | | | | |
Non-operating Expense (Income): | | | | | | | | | | | |
Interest expense (income) | | 134,726 | | 65,258 | | (13,213 | ) | — | | 186,771 | |
Interest and net investment loss (income) | | 551 | | 8,793 | | (17,049 | ) | (294 | ) | (7,999 | ) |
Loss on extinguishment of debt | | 55,554 | | — | | — | | — | | 55,554 | |
Other expense | | — | | — | | 492 | | — | | 492 | |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations before Income Taxes | | (197,138 | ) | (684,186 | ) | 74,398 | | — | | (806,926 | ) |
(Benefit) provision for income taxes | | (71,862 | ) | (88,248 | ) | 64,154 | | — | | (95,956 | ) |
Equity in losses of joint venture | | — | | — | | (161 | ) | — | | (161 | ) |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations | | (125,276 | ) | (595,938 | ) | 10,083 | | — | | (711,131 | ) |
| | | | | | | | | | | |
(Loss) income from discontinued operations, net of income taxes | | — | | (309 | ) | 20 | | — | | (289 | ) |
Equity in (losses) earnings of subsidiaries (net of tax) | | (586,144 | ) | 16,142 | | — | | 570,002 | | — | |
Net (Loss) Income | | $ | (711,420 | ) | $ | (580,105 | ) | $ | 10,103 | | $ | 570,002 | | $ | (711,420 | ) |
| | | | | | | | | | | |
Total Comprehensive (Loss) Income | | $ | (698,958 | ) | $ | (577,294 | ) | $ | 11,737 | | $ | 565,557 | | $ | (698,958 | ) |
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THE SERVICEMASTER COMPANY AND SUBSIDIARIES |
Condensed Consolidating Statement of Financial Position (Unaudited) |
As of September 30, 2013 |
(In thousands) |
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| | The | | | | | | | | | |
| | ServiceMaster | | | | Non- | | | | | |
| | Company | | Guarantors | | Guarantors | | Eliminations | | Consolidated | |
Assets: | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 280,480 | | $ | 15,521 | | $ | 62,505 | | $ | — | | $ | 358,506 | |
Marketable securities | | — | | — | | 39,199 | | — | | 39,199 | |
Receivables | | 1,719 | | 172,652 | | 560,799 | | (235,666 | ) | 499,504 | |
Inventories | | — | | 55,743 | | 2,520 | | — | | 58,263 | |
Prepaid expenses and other assets | | 13,973 | | 42,336 | | 26,365 | | (6,976 | ) | 75,698 | |
Deferred customer acquisition costs | | — | | 30,807 | | 15,347 | | — | | 46,154 | |
Deferred taxes | | 38,594 | | 60,563 | | 3,319 | | — | | 102,476 | |
Total Current Assets | | 334,766 | | 377,622 | | 710,054 | | (242,642 | ) | 1,179,800 | |
Property and Equipment: | | | | | | | | | | | |
At cost | | — | | 503,791 | | 218,011 | | — | | 721,802 | |
Less: accumulated depreciation | | — | | (258,376 | ) | (95,584 | ) | — | | (353,960 | ) |
Net Property and Equipment | | — | | 245,415 | | 122,427 | | — | | 367,842 | |
| | | | | | | | | | | |
Other Assets: | | | | | | | | | | | |
Goodwill | | — | | 1,648,967 | | 366,522 | | — | | 2,015,489 | |
Intangible assets, primarily trade names, service marks and trademarks, net | | — | | 1,342,087 | | 740,013 | | — | | 2,082,100 | |
Notes receivable | | 2,037,521 | | 10 | | 31,717 | | (2,033,288 | ) | 35,960 | |
Long-term marketable securities | | 12,037 | | — | | 115,415 | | — | | 127,452 | |
Investments in and advances to subsidiaries | | 1,862,146 | | 1,195,495 | | — | | (3,057,641 | ) | — | |
Other assets | | 44,140 | | 33,507 | | 12,711 | | (43,507 | ) | 46,851 | |
Debt issuance costs | | 43,048 | | — | | 9 | | — | | 43,057 | |
Total Assets | | $ | 4,333,658 | | $ | 4,843,103 | | $ | 2,098,868 | | $ | (5,377,078 | ) | $ | 5,898,551 | |
| | | | | | | | | | | |
Liabilities and Shareholder’s Equity | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 2,586 | | $ | 73,552 | | $ | 50,743 | | $ | — | | $ | 126,881 | |
Accrued liabilities: | | | | | | | | | | | |
Payroll and related expenses | | 1,789 | | 35,714 | | 43,107 | | — | | 80,610 | |
Self-insured claims and related expenses | | — | | 36,417 | | 61,288 | | — | | 97,705 | |
Accrued interest payable | | 19,600 | | — | | 37 | | (413 | ) | 19,224 | |
Other | | 1,105 | | 29,683 | | 37,658 | | (6,563 | ) | 61,883 | |
Deferred revenue | | — | | 140,868 | | 373,437 | | — | | 514,305 | |
Liabilities of discontinued operations | | — | | 1,109 | | 111 | | — | | 1,220 | |
Current portion of long-term debt | | 116,591 | | 27,700 | | 151,442 | | (235,666 | ) | 60,067 | |
Total Current Liabilities | | 141,671 | | 345,043 | | 717,823 | | (242,642 | ) | 961,895 | |
| | | | | | | | | | | |
Long-Term Debt | | 3,815,529 | | 2,062,535 | | 63,154 | | (2,033,288 | ) | 3,907,930 | |
| | | | | | | | | | | |
Other Long-Term Liabilities: | | | | | | | | | | | |
Deferred taxes | | — | | 578,399 | | 268,478 | | (43,507 | ) | 803,370 | |
Intercompany payable | | 283,749 | | — | | 361,422 | | (645,171 | ) | — | |
Other long-term obligations, primarily self insured claims | | 21,326 | | 34,886 | | 97,761 | | — | | 153,973 | |
Total Other Long-Term Liabilities | | 305,075 | | 613,285 | | 727,661 | | (688,678 | ) | 957,343 | |
| | | | | | | | | | | |
Shareholder’s Equity | | 71,383 | | 1,822,240 | | 590,230 | | (2,412,470 | ) | 71,383 | |
| | | | | | | | | | | |
Total Liabilities and Shareholder’s Equity | | $ | 4,333,658 | | $ | 4,843,103 | | $ | 2,098,868 | | $ | (5,377,078 | ) | $ | 5,898,551 | |
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THE SERVICEMASTER COMPANY AND SUBSIDIARIES |
Condensed Consolidating Statement of Financial Position |
As of December 31, 2012 |
(In thousands) |
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| | The | | | | | | | | | |
| | ServiceMaster | | | | Non- | | | | | |
| | Company | | Guarantors | | Guarantors | | Eliminations | | Consolidated | |
Assets: | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 316,528 | | $ | 13,842 | | $ | 92,375 | | $ | — | | $ | 422,745 | |
Marketable securities | | — | | — | | 19,347 | | — | | 19,347 | |
Receivables | | 1,164 | | 116,778 | | 476,620 | | (190,857 | ) | 403,705 | |
Inventories | | — | | 54,313 | | 2,249 | | — | | 56,562 | |
Prepaid expenses and other assets | | 6,597 | | 10,272 | | 21,810 | | (1,335 | ) | 37,344 | |
Deferred customer acquisition costs | | — | | 19,010 | | 14,911 | | — | | 33,921 | |
Deferred taxes | | 38,140 | | 66,129 | | 3,230 | | — | | 107,499 | |
Total Current Assets | | 362,429 | | 280,344 | | 630,542 | | (192,192 | ) | 1,081,123 | |
Property and Equipment: | | | | | | | | | | | |
At cost | | — | | 440,107 | | 193,475 | | — | | 633,582 | |
Less: accumulated depreciation | | — | | (209,044 | ) | (84,490 | ) | — | | (293,534 | ) |
Net Property and Equipment | | — | | 231,063 | | 108,985 | | — | | 340,048 | |
| | | | | | | | | | | |
Other Assets: | | | | | | | | | | | |
Goodwill | | — | | 2,055,779 | | 356,472 | | — | | 2,412,251 | |
Intangible assets, primarily trade names, service marks and trademarks, net | | — | | 1,634,145 | | 739,324 | | — | | 2,373,469 | |
Notes receivable | | 2,005,485 | | 23 | | 30,343 | | (2,013,432 | ) | 22,419 | |
Long-term marketable securities | | 11,987 | | — | | 114,469 | | — | | 126,456 | |
Investments in and advances to subsidiaries | | 2,098,929 | | 630,029 | | — | | (2,728,958 | ) | — | |
Other assets | | 47,947 | | 1,435 | | 7,984 | | (47,169 | ) | 10,197 | |
Debt issuance costs | | 44,850 | | — | | 101 | | — | | 44,951 | |
Total Assets | | $ | 4,571,627 | | $ | 4,832,818 | | $ | 1,988,220 | | $ | (4,981,751 | ) | $ | 6,410,914 | |
| | | | | | | | | | | |
Liabilities and Shareholder’s Equity | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 156 | | $ | 41,011 | | $ | 45,543 | | $ | — | | $ | 86,710 | |
Accrued liabilities: | | | | | | | | | | | |
Payroll and related expenses | | 1,709 | | 41,861 | | 34,618 | | — | | 78,188 | |
Self-insured claims and related expenses | | — | | 20,180 | | 62,855 | | — | | 83,035 | |
Accrued interest payable | | 54,008 | | 350 | | 38 | | (240 | ) | 54,156 | |
Other | | 8,355 | | 26,377 | | 25,357 | | (1,095 | ) | 58,994 | |
Deferred revenue | | — | | 135,074 | | 348,823 | | — | | 483,897 | |
Liabilities of discontinued operations | | — | | 767 | | 138 | | — | | 905 | |
Current portion of long-term debt | | 93,989 | | 20,287 | | 128,795 | | (190,857 | ) | 52,214 | |
Total Current Liabilities | | 158,217 | | 285,907 | | 646,167 | | (192,192 | ) | 898,099 | |
| | | | | | | | | | | |
Long-Term Debt | | 3,837,872 | | 2,044,238 | | 40,361 | | (2,013,432 | ) | 3,909,039 | |
| | | | | | | | | | | |
Other Long-Term Liabilities: | | | | | | | | | | | |
Deferred taxes | | — | | 715,794 | | 265,646 | | (47,169 | ) | 934,271 | |
Intercompany payable | | — | | — | | 445,489 | | (445,489 | ) | — | |
Other long-term obligations, primarily self insured claims | | 20,888 | | 1,243 | | 92,724 | | — | | 114,855 | |
Total Other Long-Term Liabilities | | 20,888 | | 717,037 | | 803,859 | | (492,658 | ) | 1,049,126 | |
| | | | | | | | | | | |
Shareholder’s Equity | | 554,650 | | 1,785,636 | | 497,833 | | (2,283,469 | ) | 554,650 | |
| | | | | | | | | | | |
Total Liabilities and Shareholder’s Equity | | $ | 4,571,627 | | $ | 4,832,818 | | $ | 1,988,220 | | $ | (4,981,751 | ) | $ | 6,410,914 | |
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THE SERVICEMASTER COMPANY AND SUBSIDIARIES |
Condensed Consolidating Statement of Cash Flows (Unaudited) |
For the Nine Months Ended September 30, 2013 |
(In thousands) |
|
| | The | | | | | | | | | |
| | ServiceMaster | | | | Non- | | | | | |
| | Company | | Guarantors | | Guarantors | | Eliminations | | Consolidated | |
Cash and Cash Equivalents at Beginning of Period | | $ | 316,528 | | $ | 13,842 | | $ | 92,375 | | $ | — | | $ | 422,745 | |
| | | | | | | | | | | |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | | (68,974 | ) | 181,694 | | 33,955 | | (37,616 | ) | 109,059 | |
| | | | | | | | | | | |
Cash Flows from Investing Activities from Continuing Operations: | | | | | | | | | | | |
Property additions | | — | | (30,936 | ) | (26,765 | ) | — | | (57,701 | ) |
Sale of equipment and other assets | | — | | 1,081 | | 57 | | — | | 1,138 | |
Other business acquisitions, net of cash acquired | | — | | (6,807 | ) | (15,770 | ) | — | | (22,577 | ) |
Notes receivable, financial investments and securities, net | | — | | 750 | | (22,803 | ) | — | | (22,053 | ) |
Notes receivable from affiliate | | (11,973 | ) | — | | — | | — | | (11,973 | ) |
Net Cash Used for Investing Activities from Continuing Operations | | (11,973 | ) | (35,912 | ) | (65,281 | ) | — | | (113,166 | ) |
| | | | | | | | | | | |
Cash Flows from Financing Activities from Continuing Operations: | | | | | | | | | | | |
Borrowings of debt | | 855 | | — | | — | | — | | 855 | |
Payments of debt | | (20,763 | ) | (19,742 | ) | (1,267 | ) | — | | (41,772 | ) |
Discount paid on issuance of debt | | (12,200 | ) | — | | — | | — | | (12,200 | ) |
Debt issuance costs paid | | (5,575 | ) | — | | — | | — | | (5,575 | ) |
Shareholders’ dividends | | — | | (18,808 | ) | (18,808 | ) | 37,616 | | — | |
Net intercompany advances | | 82,582 | | (104,240 | ) | 21,658 | | — | | — | |
Net Cash Provided from (Used for) Financing Activities from Continuing Operations | | 44,899 | | (142,790 | ) | 1,583 | | 37,616 | | (58,692 | ) |
| | | | | | | | | | | |
Cash Flows from Discontinued Operations: | | | | | | | | | | | |
Cash used for operating activities | | — | | (1,313 | ) | (127 | ) | — | | (1,440 | ) |
Net Cash Used for Discontinued Operations | | — | | (1,313 | ) | (127 | ) | — | | (1,440 | ) |
| | | | | | | | | | | |
Cash (Decrease) Increase During the Period | | (36,048 | ) | 1,679 | | (29,870 | ) | — | | (64,239 | ) |
| | | | | | | | | | | |
Cash and Cash Equivalents at End of Period | | $ | 280,480 | | $ | 15,521 | | $ | 62,505 | | $ | — | | $ | 358,506 | |
|
THE SERVICEMASTER COMPANY AND SUBSIDIARIES |
Condensed Consolidating Statement of Cash Flows (Unaudited) |
For the Nine Months Ended September 30, 2012 |
(In thousands) |
|
| | The | | | | | | | | | |
| | ServiceMaster | | | | Non- | | | | | |
| | Company | | Guarantors | | Guarantors | | Eliminations | | Consolidated | |
Cash and Cash Equivalents at Beginning of Period | | $ | 232,382 | | $ | 13,751 | | $ | 82,797 | | $ | — | | $ | 328,930 | |
| | | | | | | | | | | |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | | (83,912 | ) | 248,465 | | 1,412 | | (65,856 | ) | 100,109 | |
| | | | | | | | | | | |
Cash Flows from Investing Activities from Continuing Operations: | | | | | | | | | | | |
Property additions | | — | | (35,662 | ) | (25,934 | ) | — | | (61,596 | ) |
Sale of equipment and other assets | | — | | 1,293 | | 5 | | — | | 1,298 | |
Other business acquisitions, net of cash acquired | | — | | (27,789 | ) | (2,157 | ) | — | | (29,946 | ) |
Notes receivable, financial investments and securities, net | | — | | — | | (7,927 | ) | — | | (7,927 | ) |
Net Cash Used for Investing Activities from Continuing Operations | | — | | (62,158 | ) | (36,013 | ) | — | | (98,171 | ) |
| | | | | | | | | | | |
Cash Flows from Financing Activities from Continuing Operations: | | | | | | | | | | | |
Borrowings of debt | | 1,350,000 | | — | | — | | — | | 1,350,000 | |
Payments of debt | | (1,305,377 | ) | (12,431 | ) | (2,047 | ) | — | | (1,319,855 | ) |
Debt issuance costs paid | | (32,301 | ) | — | | (3 | ) | — | | (32,304 | ) |
Shareholders’ dividends | | — | | (32,928 | ) | (32,928 | ) | 65,856 | | — | |
Net intercompany advances | | 47,068 | | (132,540 | ) | 85,472 | | — | | — | |
Net Cash Provided from (Used for) Financing Activities from Continuing Operations | | 59,390 | | (177,899 | ) | 50,494 | | 65,856 | | (2,159 | ) |
| | | | | | | | | | | |
Cash Flows from Discontinued Operations: | | | | | | | | | | | |
Cash used for operating activities | | — | | (512 | ) | (99 | ) | — | | (611 | ) |
Cash used for investing activities: | | | | | | | | | | | |
Proceeds from sale of business | | — | | (3,549 | ) | — | | — | | (3,549 | ) |
Net Cash Used for Discontinued Operations | | — | | (4,061 | ) | (99 | ) | — | | (4,160 | ) |
| | | | | | | | | | | |
Cash (Decrease) Increase During the Period | | (24,522 | ) | 4,347 | | 15,794 | | — | | (4,381 | ) |
| | | | | | | | | | | |
Cash and Cash Equivalents at End of Period | | $ | 207,860 | | $ | 18,098 | | $ | 98,591 | | $ | — | | $ | 324,549 | |
|