Supplemental Guarantor Information | 3 Months Ended |
Mar. 31, 2015 |
Supplemental Guarantor Information [Abstract] | |
Supplemental Guarantor Information | Supplemental Guarantor Information |
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Each of the material domestic direct and indirect wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”) has fully and unconditionally guaranteed, on a joint and several basis, to pay principal, premium, and interest with respect to the Company's Senior Notes. Each of the Guarantor Subsidiaries is “100% owned,” as defined by Rule 3-10(h)(1) of Regulation S-X. |
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The guarantee of a Guarantor Subsidiary will automatically terminate, and the obligations of such Guarantor Subsidiary under its guarantee of Senior Notes will be released: |
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(a) in the event of any sale or other disposition of all or substantially all of the assets or all of the capital stock of any Subsidiary Guarantor, by way of merger, consolidation or otherwise; |
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(b) upon designation of any Subsidiary Guarantor as an “unrestricted subsidiary” (as defined in the indenture governing the Senior Notes (the “Indenture”); |
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(c) upon defeasance or satisfaction and discharge of the Indenture; and |
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(d) upon the release of such Subsidiary Guarantor's guarantees under all credit facilities of the Company (other than a release as a result of payment under or a discharge of such guarantee). |
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The following supplemental condensed consolidating financial statements present condensed consolidating balance sheets as of March 31, 2015 and December 31, 2014, condensed consolidating statements of income for the three months ended March 31, 2015 and 2014, condensed consolidating statements of cash flows for the three months ended March 31, 2015 and 2014 and reclassification and elimination entries necessary to consolidate the Parent and all of its subsidiaries. The “Parent” reflected in the accompanying supplemental guarantor information is Park-Ohio Industries, Inc. |
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| Condensed Consolidating Balance Sheet |
| 31-Mar-15 |
| Parent | | Combined | | Combined | | Reclassifications/ | | Consolidated |
Guarantor | Non-Guarantor | Eliminations |
Subsidiaries | Subsidiaries | |
| (In millions) |
ASSETS |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 2 | | | $ | 34.8 | | | $ | — | | | $ | 36.8 | |
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Accounts receivable, net | — | | | 152.9 | | | 65.1 | | | — | | | 218 | |
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Inventories, net | — | | | 194.7 | | | 54.8 | | | — | | | 249.5 | |
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Deferred tax assets | — | | | 27.4 | | | 0.7 | | | — | | | 28.1 | |
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Unbilled contract revenue | — | | | 27.6 | | | 4.3 | | | — | | | 31.9 | |
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Receivable from affiliates | — | | | — | | | 1.1 | | | — | | | 1.1 | |
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Other current assets | 0.6 | | | 11.5 | | | 6.8 | | | — | | | 18.9 | |
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Total current assets | 0.6 | | | 416.1 | | | 167.6 | | | — | | | 584.3 | |
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Investment in subsidiaries | 472.1 | | | 163.6 | | | — | | | (635.7 | ) | | — | |
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Intercompany advances | 246.4 | | | 68.6 | | | 155.9 | | | (470.9 | ) | | — | |
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Property, plant and equipment, net | 7 | | | 104.8 | | | 32.5 | | | — | | | 144.3 | |
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Goodwill | — | | | 56.3 | | | 30.6 | | | — | | | 86.9 | |
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Intangible assets, net | — | | | 72.8 | | | 12.4 | | | — | | | 85.2 | |
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Other long-term assets | 70.7 | | | 2.7 | | | 3.5 | | | — | | | 76.9 | |
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Total assets | $ | 796.8 | | | $ | 884.9 | | | $ | 402.5 | | | $ | (1,106.6 | ) | | $ | 977.6 | |
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LIABILITIES AND SHAREHOLDER'S EQUITY |
Current liabilities: | | | | | | | | | |
Trade accounts payable | $ | 0.1 | | | $ | 126.3 | | | $ | 37.9 | | | $ | — | | | $ | 164.3 | |
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Payable to affiliates | — | | | — | | | 1.9 | | | — | | | 1.9 | |
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Accrued expenses and other | 24.8 | | | 58.2 | | | 25.4 | | | — | | | 108.4 | |
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Total current liabilities | 24.9 | | | 184.5 | | | 65.2 | | | — | | | 274.6 | |
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Long-term liabilities, less current portion: | | | | | | | | | |
Debt | 433.1 | | | 1.9 | | | 0.2 | | | — | | | 435.2 | |
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Deferred tax liabilities | — | | | 41.6 | | | 2.3 | | | — | | | 43.9 | |
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Other postretirement benefits and other long-term liabilities | 26.5 | | | 8.5 | | | 5.8 | | | — | | | 40.8 | |
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Total long-term liabilities | 459.6 | | | 52 | | | 8.3 | | | — | | | 519.9 | |
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Intercompany advances | 129.2 | | | 197.8 | | | 143.9 | | | (470.9 | ) | | — | |
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Total Park-Ohio Industries, Inc. and Subsidiaries shareholder's equity | 176.5 | | | 450.6 | | | 178.5 | | | (629.1 | ) | | 176.5 | |
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Noncontrolling interest | 6.6 | | | — | | | 6.6 | | | (6.6 | ) | | 6.6 | |
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Total equity | 183.1 | | | 450.6 | | | 185.1 | | | (635.7 | ) | | 183.1 | |
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Total liabilities and equity | $ | 796.8 | | | $ | 884.9 | | | $ | 402.5 | | | $ | (1,106.6 | ) | | $ | 977.6 | |
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| Condensed Consolidating Balance Sheet |
| 31-Dec-14 |
| Parent | | Combined | | Combined | | Reclassifications/ | | Consolidated |
Guarantor | Non-Guarantor | Eliminations |
Subsidiaries | Subsidiaries | |
| (In millions) |
ASSETS |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 3.8 | | | $ | 44.5 | | | $ | — | | | $ | 48.3 | |
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Accounts receivable, net | — | | | 148.3 | | | 59.7 | | | — | | | 208 | |
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Inventories, net | — | | | 176.2 | | | 62.2 | | | — | | | 238.4 | |
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Deferred tax assets | — | | | 27.4 | | | 0.7 | | | — | | | 28.1 | |
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Unbilled contract revenue | — | | | 18.1 | | | 8.7 | | | — | | | 26.8 | |
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Receivable from affiliates | — | | | — | | | 0.5 | | | — | | | 0.5 | |
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Prepaid and other current assets | 1.6 | | | 14.9 | | | 5.5 | | | — | | | 22 | |
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Total current assets | 1.6 | | | 388.7 | | | 181.8 | | | — | | | 572.1 | |
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Investment in subsidiaries | 451.8 | | | 162.6 | | | — | | | (614.4 | ) | | — | |
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Intercompany advances | 249.5 | | | 86 | | | 161.2 | | | (496.7 | ) | | — | |
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Net property, plant and equipment | 7.1 | | | 101.2 | | | 32.7 | | | — | | | 141 | |
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Goodwill | — | | | 56.6 | | | 32.9 | | | — | | | 89.5 | |
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Intangible assets, net | — | | | 74.6 | | | 13.5 | | | — | | | 88.1 | |
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Other long-term assets | 68 | | | 1.8 | | | 3.4 | | | — | | | 73.2 | |
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Total assets | $ | 778 | | | $ | 871.5 | | | $ | 425.5 | | | $ | (1,111.1 | ) | | $ | 963.9 | |
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LIABILITIES AND SHAREHOLDER'S EQUITY |
Current liabilities: | | | | | | | | | |
Trade accounts payable | $ | 2.2 | | | $ | 120.4 | | | $ | 39.5 | | | $ | — | | | $ | 162.1 | |
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Payable to affiliates | — | | | — | | | 1.8 | | | — | | | 1.8 | |
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Accrued expenses and other | 18 | | | 52.1 | | | 33.6 | | | — | | | 103.7 | |
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Total current liabilities | 20.2 | | | 172.5 | | | 74.9 | | | — | | | 267.6 | |
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Long-term liabilities, less current portion: | | | | | | | | | |
Debt | 432.2 | | | 2 | | | 0.2 | | | — | | | 434.4 | |
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Deferred tax liabilities | — | | | 41.6 | | | 2.3 | | | — | | | 43.9 | |
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Other postretirement benefits and other long-term liabilities | 25.1 | | | 9 | | | 6 | | | — | | | 40.1 | |
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Total long-term liabilities | 457.3 | | | 52.6 | | | 8.5 | | | — | | | 518.4 | |
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Intercompany advances | 122.6 | | | 214.2 | | | 159.9 | | | (496.7 | ) | | — | |
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Total Park-Ohio Industries, Inc. and Subsidiaries shareholder's equity | 171.6 | | | 432.2 | | | 175.9 | | | (608.1 | ) | | 171.6 | |
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Noncontrolling interest | 6.3 | | | — | | | 6.3 | | | (6.3 | ) | | 6.3 | |
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Total equity | 177.9 | | | 432.2 | | | 182.2 | | | (614.4 | ) | | 177.9 | |
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Total liabilities and shareholder's equity | $ | 778 | | | $ | 871.5 | | | $ | 425.5 | | | $ | (1,111.1 | ) | | $ | 963.9 | |
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| Consolidating Statement of Operations |
and Comprehensive Income (Loss) |
| Three Months Ended March 31, 2015 |
| Parent | | Combined | | Combined | | Eliminations | | Consolidated |
Guarantor | Non-Guarantor |
Subsidiaries | Subsidiaries |
| (In millions) |
Net sales | $ | — | | | $ | 291.1 | | | $ | 83.6 | | | $ | — | | | $ | 374.7 | |
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Cost of sales | — | | | 252.2 | | | 64.1 | | | — | | | 316.3 | |
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Gross profit | — | | | 38.9 | | | 19.5 | | | — | | | 58.4 | |
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Selling, general and administrative expenses | 6.3 | | | 17.7 | | | 10 | | | — | | | 34 | |
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Income (loss) from subsidiaries | 24 | | | 5.4 | | | — | | | (29.4 | ) | | — | |
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Operating income (loss) | 17.7 | | | 26.6 | | | 9.5 | | | (29.4 | ) | | 24.4 | |
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Interest expense | 6.5 | | | — | | | 0.3 | | | — | | | 6.8 | |
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Income (loss) before income taxes | 11.2 | | | 26.6 | | | 9.2 | | | (29.4 | ) | | 17.6 | |
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Income tax expense | — | | | 3.8 | | | 2.6 | | | — | | | 6.4 | |
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Net income (loss) | 11.2 | | | 22.8 | | | 6.6 | | | (29.4 | ) | | 11.2 | |
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Net (income) loss attributable to noncontrolling interest | (0.3 | ) | | — | | | (0.3 | ) | | 0.3 | | | (0.3 | ) |
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Net income (loss) attributable to ParkOhio common shareholder | $ | 10.9 | | | $ | 22.8 | | | $ | 6.3 | | | $ | (29.1 | ) | | $ | 10.9 | |
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Other comprehensive income (loss) (see note 16): | | | | | | | | | |
Net income (loss) | $ | 11.2 | | | $ | 22.8 | | | $ | 6.6 | | | $ | (29.4 | ) | | $ | 11.2 | |
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Foreign currency translation adjustments | (5.3 | ) | | — | | | (5.3 | ) | | 5.3 | | | (5.3 | ) |
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Recognition of actuarial loss, net of tax | 0.2 | | | 0.2 | | | — | | | (0.2 | ) | | 0.2 | |
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Comprehensive income (loss), net of tax | 6.1 | | | 23 | | | 1.3 | | | (24.3 | ) | | 6.1 | |
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Comprehensive (income) loss attributable to noncontrolling interest | (0.3 | ) | | — | | | (0.3 | ) | | 0.3 | | | (0.3 | ) |
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Comprehensive income (loss) attributable to ParkOhio common shareholder | $ | 5.8 | | | $ | 23 | | | $ | 1 | | | $ | (24.0 | ) | | $ | 5.8 | |
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| Consolidating Statement of Operations |
and Comprehensive Income (Loss) |
| Three Months Ended March 31, 2014 |
| Parent | | Combined | | Combined | | Eliminations | | Consolidated |
Guarantor | Non-Guarantor |
Subsidiaries | Subsidiaries |
| (In millions) |
Net sales | $ | — | | | $ | 256.9 | | | $ | 60.9 | | | $ | — | | | $ | 317.8 | |
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Cost of sales | — | | | 215.7 | | | 46.1 | | | — | | | 261.8 | |
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Gross profit | — | | | 41.2 | | | 14.8 | | | — | | | 56 | |
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Selling, general and administrative expenses | 7.5 | | | 18.8 | | | 7.3 | | | — | | | 33.6 | |
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Income (loss) from subsidiaries | 23.7 | | | 4.7 | | | — | | | (28.4 | ) | | — | |
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Operating income (loss) | 16.2 | | | 27.1 | | | 7.5 | | | (28.4 | ) | | 22.4 | |
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Interest expense | 5.7 | | | — | | | 0.6 | | | — | | | 6.3 | |
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Income (loss) before income taxes | 10.5 | | | 27.1 | | | 6.9 | | | (28.4 | ) | | 16.1 | |
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Income tax expense | — | | | 3.9 | | | 1.7 | | | — | | | 5.6 | |
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Net income (loss) | 10.5 | | | 23.2 | | | 5.2 | | | (28.4 | ) | | 10.5 | |
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Net (income) loss attributable to noncontrolling interest | (0.2 | ) | | — | | | (0.2 | ) | | 0.2 | | | (0.2 | ) |
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Net income (loss) attributable to ParkOhio common shareholder | $ | 10.3 | | | $ | 23.2 | | | $ | 5 | | | $ | (28.2 | ) | | $ | 10.3 | |
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Other comprehensive income (loss) (see note 16): | | | | | | | | | |
Net income (loss) | $ | 10.5 | | | $ | 23.2 | | | $ | 5.2 | | | $ | (28.4 | ) | | $ | 10.5 | |
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Foreign currency translation adjustments | (0.4 | ) | | — | | | (0.4 | ) | | 0.4 | | | (0.4 | ) |
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Recognition of actuarial loss, net of tax | (0.1 | ) | | (0.1 | ) | | — | | | 0.1 | | | (0.1 | ) |
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Comprehensive income (loss), net of tax | 10 | | | 23.1 | | | 4.8 | | | (27.9 | ) | | 10 | |
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Comprehensive (income) loss attributable to noncontrolling interest | (0.2 | ) | | — | | | (0.2 | ) | | 0.2 | | | (0.2 | ) |
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Comprehensive income (loss) attributable to ParkOhio common shareholder | $ | 9.8 | | | $ | 23.1 | | | $ | 4.6 | | | $ | (27.7 | ) | | $ | 9.8 | |
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| Condensed Consolidating Statement of |
Cash Flows |
| Three Months Ended March 31, 2015 |
| Parent | | Combined | | Combined | | Eliminations | | Consolidated |
Guarantor | Non-Guarantor |
Subsidiaries | Subsidiaries |
| (In millions) |
Net cash provided (used) by operating activities | $ | (4.1 | ) | | $ | 2.8 | | | $ | 10.5 | | | $ | (8.5 | ) | | $ | 0.7 | |
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INVESTING ACTIVITIES | | | | | | | | | |
Purchases of property, plant and equipment | — | | | (8.2 | ) | | (3.3 | ) | | — | | | (11.5 | ) |
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Net cash used in investing activities | — | | | (8.2 | ) | | (3.3 | ) | | — | | | (11.5 | ) |
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FINANCING ACTIVITIES | | | | | | | | | |
Intercompany account change | 2.5 | | | 3.8 | | | (14.8 | ) | | 8.5 | | | — | |
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Proceeds from term loans and other debt | 2.4 | | | — | | | — | | | — | | | 2.4 | |
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Payments on term loans and other debt | — | | | (0.2 | ) | | — | | | — | | | (0.2 | ) |
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Proceeds from revolving credit facility, net | 1.7 | | | — | | | — | | | — | | | 1.7 | |
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Dividend paid to parent | (2.5 | ) | | — | | | — | | | — | | | (2.5 | ) |
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Net cash (used) provided by financing activities | 4.1 | | | 3.6 | | | (14.8 | ) | | 8.5 | | | 1.4 | |
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Effect of exchange rate changes on cash | — | | | — | | | (2.1 | ) | | — | | | (2.1 | ) |
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Decrease in cash and cash equivalents | — | | | (1.8 | ) | | (9.7 | ) | | — | | | (11.5 | ) |
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Cash and cash equivalents at beginning of period | — | | | 3.8 | | | 44.5 | | | — | | | 48.3 | |
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Cash and cash equivalents at end of period | $ | — | | | $ | 2 | | | $ | 34.8 | | | $ | — | | | $ | 36.8 | |
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| Condensed Consolidating Statement of |
Cash Flows |
| Three Months Ended March 31, 2014 |
| Parent | | Combined | | Combined | | Eliminations | | Consolidated |
Guarantor | Non-Guarantor |
Subsidiaries | Subsidiaries |
| (In millions) |
Net cash provided (used) by operating activities | $ | (2.5 | ) | | $ | 10.8 | | | $ | 0.2 | | | $ | (2.7 | ) | | $ | 5.8 | |
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INVESTING ACTIVITIES | | | | | | | | | |
Purchases of property, plant and equipment | — | | | (2.1 | ) | | (1.0 | ) | | — | | | (3.1 | ) |
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Net cash used in investing activities | — | | | (2.1 | ) | | (1.0 | ) | | — | | | (3.1 | ) |
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FINANCING ACTIVITIES | | | | | | | | | |
Intercompany account change | 2.4 | | | (7.8 | ) | | 2.7 | | | 2.7 | | | — | |
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Payments on term loans and other debt | (0.9 | ) | | (0.1 | ) | | (0.1 | ) | | — | | | (1.1 | ) |
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Proceeds from revolving credit facility, net | 3.5 | | | — | | | — | | | — | | | 3.5 | |
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Dividend paid to parent | (2.5 | ) | | — | | | — | | | — | | | (2.5 | ) |
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Net cash provided (used) by financing activities | 2.5 | | | (7.9 | ) | | 2.6 | | | 2.7 | | | (0.1 | ) |
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Effect of exchange rate changes on cash | — | | | — | | | 0.5 | | | — | | | 0.5 | |
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Increase in cash and cash equivalents | — | | | 0.8 | | | 2.3 | | | — | | | 3.1 | |
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Cash and cash equivalents at beginning of period | — | | | 0.7 | | | 43 | | | — | | | 43.7 | |
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Cash and cash equivalents at end of period | $ | — | | | $ | 1.5 | | | $ | 45.3 | | | $ | — | | | $ | 46.8 | |
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