Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2013 |
Text Block [Abstract] | ' |
Guarantor Financial Information | ' |
(21) Guarantor Financial Information |
Our 7.25% senior notes due 2018, our 8.625% senior subordinated notes due 2018, and our 6.5% senior subordinated notes due 2020 are guaranteed by certain of our consolidated wholly owned subsidiaries, or the Guarantor Subsidiaries. The guarantees are full and unconditional and joint and several. The following supplemental financial information sets forth, on a consolidating basis, balance sheets as of September 30, 2013 and December 31, 2012, the related statements of operations and statements of comprehensive income (loss) for each of the three and nine months ended September 30, 2013 and 2012, respectively, and the statements of cash flows for the nine months ended September 30, 2013 and 2012, for Alere Inc., the Guarantor Subsidiaries and our other subsidiaries, or the Non-Guarantor Subsidiaries. The supplemental financial information reflects the investments of Alere Inc. and the Guarantor Subsidiaries in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting. |
We have extensive transactions and relationships between various members of the consolidated group. These transactions and relationships include intercompany pricing agreements, intellectual property royalty agreements and general and administrative and research and development cost-sharing agreements. Because of these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. |
For comparative purposes, certain amounts for prior periods have been reclassified to conform to the current period classification. |
|
CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended September 30, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Net product sales | | $ | — | | | $ | 223,254 | | | $ | 330,389 | | | $ | (44,605 | ) | | $ | 509,038 | |
Services revenue | | | — | | | | 220,439 | | | | 20,221 | | | | — | | | | 240,660 | |
| | | | | | | | | | | | | | | | | | | | |
Net product sales and services revenue | | | — | | | | 443,693 | | | | 350,610 | | | | (44,605 | ) | | | 749,698 | |
License and royalty revenue | | | — | | | | 5,103 | | | | 4,057 | | | | (4,976 | ) | | | 4,184 | |
| | | | | | | | | | | | | | | | | | | | |
Net revenue | | | — | | | | 448,796 | | | | 354,667 | | | | (49,581 | ) | | | 753,882 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales | | | 887 | | | | 129,408 | | | | 165,396 | | | | (37,457 | ) | | | 258,234 | |
Cost of services revenue | | | — | | | | 120,032 | | | | 10,292 | | | | (5,331 | ) | | | 124,993 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 887 | | | | 249,440 | | | | 175,688 | | | | (42,788 | ) | | | 383,227 | |
Cost of license and royalty revenue | | | — | | | | 17 | | | | 6,967 | | | | (4,975 | ) | | | 2,009 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net revenue | | | 887 | | | | 249,457 | | | | 182,655 | | | | (47,763 | ) | | | 385,236 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | (887 | ) | | | 199,339 | | | | 172,012 | | | | (1,818 | ) | | | 368,646 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 5,515 | | | | 15,817 | | | | 19,166 | | | | — | | | | 40,498 | |
Sales and marketing | | | 1,579 | | | | 81,107 | | | | 76,901 | | | | — | | | | 159,587 | |
General and administrative | | | 23,027 | | | | 61,489 | | | | 57,861 | | | | — | | | | 142,377 | |
Loss on disposition | | | — | | | | — | | | | 5,885 | | | | — | | | | 5,885 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (31,008 | ) | | | 40,926 | | | | 12,199 | | | | (1,818 | ) | | | 20,299 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (52,318 | ) | | | (6,326 | ) | | | (2,721 | ) | | | 7,945 | | | | (53,420 | ) |
Other income (expense), net | | | (6,775 | ) | | | 5,770 | | | | 81 | | | | (7,945 | ) | | | (8,869 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before provision (benefit) for income taxes | | | (90,101 | ) | | | 40,370 | | | | 9,559 | | | | (1,818 | ) | | | (41,990 | ) |
Provision (benefit) for income taxes | | | (29,302 | ) | | | 14,928 | | | | (2,214 | ) | | | (560 | ) | | | (17,148 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before equity earnings (losses) of subsidiaries and unconsolidated entities, net of tax | | | (60,799 | ) | | | 25,442 | | | | 11,773 | | | | (1,258 | ) | | | (24,842 | ) |
Equity earnings (losses) of subsidiaries, net of tax | | | 41,246 | | | | (337 | ) | | | — | | | | (40,909 | ) | | | — | |
Equity earnings of unconsolidated entities, net of tax | | | 464 | | | | — | | | | 5,217 | | | | 72 | | | | 5,753 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (19,089 | ) | | | 25,105 | | | | 16,990 | | | | (42,095 | ) | | | (19,089 | ) |
Less: Net income attributable to non-controlling interests | | | — | | | | — | | | | 359 | | | | — | | | | 359 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to Alere Inc. and Subsidiaries | | | (19,089 | ) | | | 25,105 | | | | 16,631 | | | | (42,095 | ) | | | (19,448 | ) |
Preferred stock dividends | | | (5,367 | ) | | | — | | | | — | | | | — | | | | (5,367 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) available to common stockholders | | $ | (24,456 | ) | | $ | 25,105 | | | $ | 16,631 | | | $ | (42,095 | ) | | $ | (24,815 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended September 30, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Net product sales | | $ | — | | | $ | 219,484 | | | $ | 282,369 | | | $ | (42,040 | ) | | $ | 459,813 | |
Services revenue | | | — | | | | 210,761 | | | | 15,654 | | | | — | | | | 226,415 | |
| | | | | | | | | | | | | | | | | | | | |
Net product sales and services revenue | | | — | | | | 430,245 | | | | 298,023 | | | | (42,040 | ) | | | 686,228 | |
License and royalty revenue | | | — | | | | (4,912 | ) | | | 4,868 | | | | 5,232 | | | | 5,188 | |
| | | | | | | | | | | | | | | | | | | | |
Net revenue | | | — | | | | 425,333 | | | | 302,891 | | | | (36,808 | ) | | | 691,416 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales | | | 928 | | | | 107,410 | | | | 152,607 | | | | (37,333 | ) | | | 223,612 | |
Cost of services revenue | | | — | | | | 115,212 | | | | 7,161 | | | | (2,242 | ) | | | 120,131 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 928 | | | | 222,622 | | | | 159,768 | | | | (39,575 | ) | | | 343,743 | |
Cost of license and royalty revenue | | | — | | | | 5 | | | | (3,339 | ) | | | 5,232 | | | | 1,898 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net revenue | | | 928 | | | | 222,627 | | | | 156,429 | | | | (34,343 | ) | | | 345,641 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | (928 | ) | | | 202,706 | | | | 146,462 | | | | (2,465 | ) | | | 345,775 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 6,292 | | | | 18,007 | | | | 16,263 | | | | — | | | | 40,562 | |
Sales and marketing | | | 1,220 | | | | 85,866 | | | | 73,558 | | | | — | | | | 160,644 | |
General and administrative | | | 11,392 | | | | 48,704 | | | | 45,741 | | | | — | | | | 105,837 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 18,904 | | | | 152,577 | | | | 135,562 | | | | — | | | | 307,043 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (19,832 | ) | | | 50,129 | | | | 10,900 | | | | (2,465 | ) | | | 38,732 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (54,324 | ) | | | (9,278 | ) | | | (2,783 | ) | | | 11,524 | | | | (54,861 | ) |
Other income (expense), net | | | 1,534 | | | | 8,319 | | | | 599 | | | | (11,524 | ) | | | (1,072 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before provision (benefit) for income taxes | | | (72,622 | ) | | | 49,170 | | | | 8,716 | | | | (2,465 | ) | | | (17,201 | ) |
Provision (benefit) for income taxes | | | (27,401 | ) | | | 17,014 | | | | 643 | | | | (933 | ) | | | (10,677 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before equity earnings (losses) of subsidiaries and unconsolidated entities, net of tax | | | (45,221 | ) | | | 32,156 | | | | 8,073 | | | | (1,532 | ) | | | (6,524 | ) |
Equity earnings (losses) of subsidiaries, net of tax | | | 41,052 | | | | (230 | ) | | | — | | | | (40,822 | ) | | | — | |
Equity earnings of unconsolidated entities, net of tax | | | 652 | | | | — | | | | 2,405 | | | | (50 | ) | | | 3,007 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (3,517 | ) | | | 31,926 | | | | 10,478 | | | | (42,404 | ) | | | (3,517 | ) |
Less: Net income attributable to non-controlling interests | | | — | | | | — | | | | 286 | | | | — | | | | 286 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to Alere Inc. and Subsidiaries | | | (3,517 | ) | | | 31,926 | | | | 10,192 | | | | (42,404 | ) | | | (3,803 | ) |
Preferred stock dividends | | | (5,352 | ) | | | — | | | | — | | | | — | | | | (5,352 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) available to common stockholders | | $ | (8,869 | ) | | $ | 31,926 | | | $ | 10,192 | | | $ | (42,404 | ) | | $ | (9,155 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF OPERATIONS |
For the Nine Months Ended September 30, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Net product sales | | $ | — | | | $ | 665,672 | | | $ | 1,016,614 | | | $ | (143,410 | ) | | $ | 1,538,876 | |
Services revenue | | | — | | | | 644,760 | | | | 60,367 | | | | — | | | | 705,127 | |
| | | | | | | | | | | | | | | | | | | | |
Net product sales and services revenue | | | — | | | | 1,310,432 | | | | 1,076,981 | | | | (143,410 | ) | | | 2,244,003 | |
License and royalty revenue | | | — | | | | 10,908 | | | | 12,662 | | | | (10,457 | ) | | | 13,113 | |
| | | | | | | | | | | | | | | | | | | | |
Net revenue | | | — | | | | 1,321,340 | | | | 1,089,643 | | | | (153,867 | ) | | | 2,257,116 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales | | | 2,722 | | | | 367,552 | | | | 519,559 | | | | (125,332 | ) | | | 764,501 | |
Cost of services revenue | | | — | | | | 355,930 | | | | 28,511 | | | | (14,480 | ) | | | 369,961 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 2,722 | | | | 723,482 | | | | 548,070 | | | | (139,812 | ) | | | 1,134,462 | |
Cost of license and royalty revenue | | | — | | | | 52 | | | | 15,668 | | | | (10,456 | ) | | | 5,264 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net revenue | | | 2,722 | | | | 723,534 | | | | 563,738 | | | | (150,268 | ) | | | 1,139,726 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | (2,722 | ) | | | 597,806 | | | | 525,905 | | | | (3,599 | ) | | | 1,117,390 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 16,167 | | | | 49,354 | | | | 56,931 | | | | — | | | | 122,452 | |
Sales and marketing | | | 4,384 | | | | 245,148 | | | | 225,933 | | | | — | | | | 475,465 | |
General and administrative | | | 51,531 | | | | 200,646 | | | | 166,219 | | | | — | | | | 418,396 | |
Loss on disposition | | | — | | | | — | | | | 5,885 | | | | — | | | | 5,885 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (74,804 | ) | | | 102,658 | | | | 70,937 | | | | (3,599 | ) | | | 95,192 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (200,836 | ) | | | (19,729 | ) | | | (9,209 | ) | | | 26,502 | | | | (203,272 | ) |
Other income (expense), net | | | (7,612 | ) | | | 17,665 | | | | 8,173 | | | | (26,502 | ) | | | (8,276 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before provision (benefit) for income taxes | | | (283,252 | ) | | | 100,594 | | | | 69,901 | | | | (3,599 | ) | | | (116,356 | ) |
Provision (benefit) for income taxes | | | (102,473 | ) | | | 44,896 | | | | 22,663 | | | | (1,238 | ) | | | (36,152 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before equity earnings (losses) of subsidiaries and unconsolidated entities, net of tax | | | (180,779 | ) | | | 55,698 | | | | 47,238 | | | | (2,361 | ) | | | (80,204 | ) |
Equity earnings (losses) of subsidiaries, net of tax | | | 112,535 | | | | (1,510 | ) | | | — | | | | (111,025 | ) | | | — | |
Equity earnings of unconsolidated entities, net of tax | | | 1,278 | | | | — | | | | 11,932 | | | | 28 | | | | 13,238 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (66,966 | ) | | | 54,188 | | | | 59,170 | | | | (113,358 | ) | | | (66,966 | ) |
Less: Net income attributable to non-controlling interests | | | — | | | | — | | | | 601 | | | | — | | | | 601 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to Alere Inc. and Subsidiaries | | | (66,966 | ) | | | 54,188 | | | | 58,569 | | | | (113,358 | ) | | | (67,567 | ) |
Preferred stock dividends | | | (15,926 | ) | | | — | | | | — | | | | — | | | | (15,926 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) available to common stockholders | | $ | (82,892 | ) | | $ | 54,188 | | | $ | 58,569 | | | $ | (113,358 | ) | | $ | (83,493 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF OPERATIONS |
For the Nine Months Ended September 30, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Net product sales | | $ | — | | | $ | 649,719 | | | $ | 854,113 | | | $ | (104,807 | ) | | $ | 1,399,025 | |
Services revenue | | | — | | | | 605,193 | | | | 47,511 | | | | — | | | | 652,704 | |
| | | | | | | | | | | | | | | | | | | | |
Net product sales and services revenue | | | — | | | | 1,254,912 | | | | 901,624 | | | | (104,807 | ) | | | 2,051,729 | |
License and royalty revenue | | | — | | | | 8,982 | | | | 10,016 | | | | (7,665 | ) | | | 11,333 | |
| | | | | | | | | | | | | | | | | | | | |
Net revenue | | | — | | | | 1,263,894 | | | | 911,640 | | | | (112,472 | ) | | | 2,063,062 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales | | | 2,635 | | | | 311,722 | | | | 456,760 | | | | (99,453 | ) | | | 671,664 | |
Cost of services revenue | | | — | | | | 311,718 | | | | 22,074 | | | | (2,242 | ) | | | 331,550 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 2,635 | | | | 623,440 | | | | 478,834 | | | | (101,695 | ) | | | 1,003,214 | |
Cost of license and royalty revenue | | | — | | | | 15 | | | | 13,044 | | | | (7,665 | ) | | | 5,394 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net revenue | | | 2,635 | | | | 623,455 | | | | 491,878 | | | | (109,360 | ) | | | 1,008,608 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | (2,635 | ) | | | 640,439 | | | | 419,762 | | | | (3,112 | ) | | | 1,054,454 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 17,361 | | | | 53,528 | | | | 49,120 | | | | — | | | | 120,009 | |
Sales and marketing | | | 3,096 | | | | 260,283 | | | | 215,165 | | | | — | | | | 478,544 | |
General and administrative | | | 37,590 | | | | 174,639 | | | | 135,528 | | | | — | | | | 347,757 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 58,047 | | | | 488,450 | | | | 399,813 | | | | — | | | | 946,310 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (60,682 | ) | | | 151,989 | | | | 19,949 | | | | (3,112 | ) | | | 108,144 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (158,009 | ) | | | (31,291 | ) | | | (9,853 | ) | | | 38,034 | | | | (161,119 | ) |
Other income (expense), net | | | (2,552 | ) | | | 33,550 | | | | 21,606 | | | | (38,034 | ) | | | 14,570 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before provision (benefit) for income taxes | | | (221,243 | ) | | | 154,248 | | | | 31,702 | | | | (3,112 | ) | | | (38,405 | ) |
Provision (benefit) for income taxes | | | (74,149 | ) | | | 59,013 | | | | 3,494 | | | | (979 | ) | | | (12,621 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before equity earnings (losses) of subsidiaries and unconsolidated entities, net of tax | | | (147,094 | ) | | | 95,235 | | | | 28,208 | | | | (2,133 | ) | | | (25,784 | ) |
Equity earnings (losses) of subsidiaries, net of tax | | | 129,929 | | | | (763 | ) | | | — | | | | (129,166 | ) | | | — | |
Equity earnings (losses) of unconsolidated entities, net of tax | | | 1,798 | | | | — | | | | 8,643 | | | | (24 | ) | | | 10,417 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (15,367 | ) | | | 94,472 | | | | 36,851 | | | | (131,323 | ) | | | (15,367 | ) |
Less: Net income attributable to non-controlling interests | | | — | | | | — | | | | 137 | | | | — | | | | 137 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to Alere Inc. and Subsidiaries | | | (15,367 | ) | | | 94,472 | | | | 36,714 | | | | (131,323 | ) | | | (15,504 | ) |
Preferred stock dividends | | | (15,940 | ) | | | — | | | | — | | | | — | | | | (15,940 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) available to common stockholders | | $ | (31,307 | ) | | $ | 94,472 | | | $ | 36,714 | | | $ | (131,323 | ) | | $ | (31,444 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
For the Three Months Ended September 30, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Net income (loss) | | $ | (19,089 | ) | | $ | 25,105 | | | $ | 16,990 | | | $ | (42,095 | ) | | $ | (19,089 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income, before tax: | | | | | | | | | | | | | | | | | | | | |
Changes in cumulative translation adjustment | | | 524 | | | | — | | | | 66,742 | | | | 2 | | | | 67,268 | |
Unrealized gains on hedging instruments | | | — | | | | — | | | | 20 | | | | — | | | | 20 | |
Minimum pension liability adjustment | | | — | | | | — | | | | (369 | ) | | | — | | | | (369 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income, before tax | | | 524 | | | | — | | | | 66,393 | | | | 2 | | | | 66,919 | |
Income tax provision (benefit) related to items of other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income, net of tax | | | 524 | | | | — | | | | 66,393 | | | | 2 | | | | 66,919 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | (18,565 | ) | | | 25,105 | | | | 83,383 | | | | (42,093 | ) | | | 47,830 | |
Less: Comprehensive income attributable to non-controlling interests | | | — | | | | — | | | | 359 | | | | — | | | | 359 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries | | $ | (18,565 | ) | | $ | 25,105 | | | $ | 83,024 | | | $ | (42,093 | ) | | $ | 47,471 | |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
For the Three Months Ended September 30, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Net income (loss) | | $ | (3,517 | ) | | $ | 31,926 | | | $ | 10,478 | | | $ | (42,404 | ) | | $ | (3,517 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income, before tax: | | | | | | | | | | | | | | | | | | | | |
Changes in cumulative translation adjustment | | | 132 | | | | 1 | | | | 36,027 | | | | 3,535 | | | | 39,695 | |
Unrealized gains on available for sale securities | | | 141 | | | | — | | | | — | | | | — | | | | 141 | |
Unrealized gains on hedging instruments | | | — | | | | — | | | | 10 | | | | — | | | | 10 | |
Minimum pension liability adjustment | | | — | | | | — | | | | (98 | ) | | | — | | | | (98 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income, before tax | | | 273 | | | | 1 | | | | 35,939 | | | | 3,535 | | | | 39,748 | |
Income tax provision related to items of other comprehensive income (loss) | | | 360 | | | | — | | | | — | | | | — | | | | 360 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax | | | (87 | ) | | | 1 | | | | 35,939 | | | | 3,535 | | | | 39,388 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | (3,604 | ) | | | 31,927 | | | | 46,417 | | | | (38,869 | ) | | | 35,871 | |
Less: Comprehensive income attributable to non-controlling interests | | | — | | | | — | | | | 286 | | | | — | | | | 286 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries | | $ | (3,604 | ) | | $ | 31,927 | | | $ | 46,131 | | | $ | (38,869 | ) | | $ | 35,585 | |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
For the Nine Months Ended September 30, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Net income (loss) | | $ | (66,966 | ) | | $ | 54,188 | | | $ | 59,170 | | | $ | (113,358 | ) | | $ | (66,966 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss, before tax: | | | | | | | | | | | | | | | | | | | | |
Changes in cumulative translation adjustment | | | (329 | ) | | | — | | | | (42,188 | ) | | | 2 | | | | (42,515 | ) |
Unrealized gains on hedging instruments | | | — | | | | — | | | | 31 | | | | — | | | | 31 | |
Minimum pension liability adjustment | | | — | | | | — | | | | 335 | | | | — | | | | 335 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss, before tax | | | (329 | ) | | | — | | | | (41,822 | ) | | | 2 | | | | (42,149 | ) |
Income tax provision (benefit) related to items of other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss, net of tax | | | (329 | ) | | | — | | | | (41,822 | ) | | | 2 | | | | (42,149 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | (67,295 | ) | | | 54,188 | | | | 17,348 | | | | (113,356 | ) | | | (109,115 | ) |
Less: Comprehensive income attributable to non-controlling interests | | | — | | | | — | | | | 601 | | | | — | | | | 601 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries | | $ | (67,295 | ) | | $ | 54,188 | | | $ | 16,747 | | | $ | (113,356 | ) | | $ | (109,716 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
For the Nine Months Ended September 30, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Net income (loss) | | $ | (15,367 | ) | | $ | 94,472 | | | $ | 36,851 | | | $ | (131,323 | ) | | $ | (15,367 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss), before tax: | | | | | | | | | | | | | | | | | | | | |
Changes in cumulative translation adjustment | | | (100 | ) | | | (302 | ) | | | 37,136 | | | | 2,123 | | | | 38,857 | |
Unrealized gains on available for sale securities | | | 926 | | | | 5 | | | | — | | | | — | | | | 931 | |
Unrealized gains on hedging instruments | | | 17 | | | | — | | | | 448 | | | | — | | | | 465 | |
Minimum pension liability adjustment | | | — | | | | — | | | | (218 | ) | | | — | | | | (218 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss), before tax | | | 843 | | | | (297 | ) | | | 37,366 | | | | 2,123 | | | | 40,035 | |
Income tax provision related to items of other comprehensive income (loss) | | | 360 | | | | — | | | | — | | | | — | | | | 360 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax | | | 483 | | | | (297 | ) | | | 37,366 | | | | 2,123 | | | | 39,675 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | (14,884 | ) | | | 94,175 | | | | 74,217 | | | | (129,200 | ) | | | 24,308 | |
Less: Comprehensive income attributable to non-controlling interests | | | — | | | | — | | | | 137 | | | | — | | | | 137 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries | | $ | (14,884 | ) | | $ | 94,175 | | | $ | 74,080 | | | $ | (129,200 | ) | | $ | 24,171 | |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING BALANCE SHEET |
September 30, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 47,863 | | | $ | 76,234 | | | $ | 229,896 | | | $ | — | | | $ | 353,993 | |
Restricted cash | | | 4,439 | | | | 2,309 | | | | 1,157 | | | | — | | | | 7,905 | |
Marketable securities | | | — | | | | 815 | | | | 5 | | | | — | | | | 820 | |
Accounts receivable, net of allowances | | | — | | | | 256,578 | | | | 312,295 | | | | — | | | | 568,873 | |
Inventories, net | | | — | | | | 170,372 | | | | 225,894 | | | | (25,818 | ) | | | 370,448 | |
Deferred tax assets | | | 8,749 | | | | 35,980 | | | | 9,440 | | | | 4,008 | | | | 58,177 | |
Prepaid expenses and other current assets | | | 3,911 | | | | 34,732 | | | | 75,999 | | | | (41 | ) | | | 114,601 | |
Intercompany receivables | | | 332,124 | | | | 714,131 | | | | 61,898 | | | | (1,108,153 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 397,086 | | | | 1,291,151 | | | | 916,584 | | | | (1,130,004 | ) | | | 1,474,817 | |
Property, plant and equipment, net | | | 9,048 | | | | 291,621 | | | | 243,981 | | | | (379 | ) | | | 544,271 | |
Goodwill | | | — | | | | 1,810,036 | | | | 1,293,459 | | | | — | | | | 3,103,495 | |
Other intangible assets with indefinite lives | | | — | | | | 12,900 | | | | 46,053 | | | | — | | | | 58,953 | |
Finite-lived intangible assets, net | | | 8,786 | | | | 1,003,272 | | | | 735,480 | | | | — | | | | 1,747,538 | |
Restricted cash—non-current | | | — | | | | — | | | | 29,045 | | | | — | | | | 29,045 | |
Deferred financing costs, net and other non-current assets | | | 58,996 | | | | 9,299 | | | | 18,247 | | | | (53 | ) | | | 86,489 | |
Investments in subsidiaries | | | 4,473,400 | | | | 274,450 | | | | 127,711 | | | | (4,875,561 | ) | | | — | |
Investments in unconsolidated entities | | | 30,221 | | | | — | | | | 58,049 | | | | 13,552 | | | | 101,822 | |
Deferred tax assets | | | — | | | | — | | | | 8,189 | | | | — | | | | 8,189 | |
Intercompany notes receivable | | | 1,541,655 | | | | 665,623 | | | | 97,887 | | | | (2,305,165 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 6,519,192 | | | $ | 5,358,352 | | | $ | 3,574,685 | | | $ | (8,297,610 | ) | | $ | 7,154,619 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Short-term debt | | $ | — | | | $ | — | | | $ | 25 | | | $ | — | | | $ | 25 | |
Current portion of long-term debt | | | 45,000 | | | | 348 | | | | 2,353 | | | | — | | | | 47,701 | |
Current portion of capital lease obligations | | | — | | | | 3,808 | | | | 2,725 | | | | — | | | | 6,533 | |
Accounts payable | | | 18,702 | | | | 77,163 | | | | 99,126 | | | | — | | | | 194,991 | |
Accrued expenses and other current liabilities | | | (381,276 | ) | | | 604,035 | | | | 225,084 | | | | (615 | ) | | | 447,228 | |
Intercompany payables | | | 677,842 | | | | 149,645 | | | | 280,668 | | | | (1,108,155 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 360,268 | | | | 834,999 | | | | 609,981 | | | | (1,108,770 | ) | | | 696,478 | |
| | | | | | | | | | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | | | | | | | | | |
Long-term debt, net of current portion | | | 3,750,057 | | | | 150 | | | | 40,325 | | | | — | | | | 3,790,532 | |
Capital lease obligations, net of current portion | | | — | | | | 6,133 | | | | 8,793 | | | | — | | | | 14,926 | |
Deferred tax liabilities | | | (27,768 | ) | | | 282,942 | | | | 97,211 | | | | 474 | | | | 352,859 | |
Other long-term liabilities | | | 20,198 | | | | 57,762 | | | | 131,776 | | | | (53 | ) | | | 209,683 | |
Intercompany notes payables | | | 330,967 | | | | 1,503,599 | | | | 470,599 | | | | (2,305,165 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total long-term liabilities | | | 4,073,454 | | | | 1,850,586 | | | | 748,704 | | | | (2,304,744 | ) | | | 4,368,000 | |
| | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity | | | 2,085,470 | | | | 2,672,767 | | | | 2,211,329 | | | | (4,884,096 | ) | | | 2,085,470 | |
Non-controlling interests | | | — | | | | — | | | | 4,671 | | | | — | | | | 4,671 | |
| | | | | | | | | | | | | | | | | | | | |
Total equity | | | 2,085,470 | | | | 2,672,767 | | | | 2,216,000 | | | | (4,884,096 | ) | | | 2,090,141 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 6,519,192 | | | $ | 5,358,352 | | | $ | 3,574,685 | | | $ | (8,297,610 | ) | | $ | 7,154,619 | |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING BALANCE SHEET |
December 31, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 3,623 | | | $ | 67,449 | | | $ | 257,274 | | | $ | — | | | $ | 328,346 | |
Restricted cash | | | — | | | | 1,680 | | | | 1,396 | | | | — | | | | 3,076 | |
Marketable securities | | | — | | | | 787 | | | | 117 | | | | — | | | | 904 | |
Accounts receivable, net of allowances | | | — | | | | 241,050 | | | | 283,282 | | | | — | | | | 524,332 | |
Inventories, net | | | — | | | | 142,413 | | | | 203,230 | | | | (8,522 | ) | | | 337,121 | |
Deferred tax assets | | | 12,193 | | | | 39,601 | | | | 13,138 | | | | 2,790 | | | | 67,722 | |
Prepaid expenses and other current assets | | | (20,636 | ) | | | 99,271 | | | | 66,634 | | | | (33 | ) | | | 145,236 | |
Intercompany receivables | | | 298,812 | | | | 1,254,727 | | | | 55,847 | | | | (1,609,386 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 293,992 | | | | 1,846,978 | | | | 880,918 | | | | (1,615,151 | ) | | | 1,406,737 | |
Property, plant and equipment, net | | | 2,679 | | | | 293,260 | | | | 239,082 | | | | (552 | ) | | | 534,469 | |
Goodwill | | | — | | | | 1,820,438 | | | | 1,227,967 | | | | — | | | | 3,048,405 | |
Other intangible assets with indefinite lives | | | — | | | | 14,600 | | | | 21,851 | | | | — | | | | 36,451 | |
Finite-lived intangible assets, net | | | 24,701 | | | | 1,132,656 | | | | 676,868 | | | | — | | | | 1,834,225 | |
Deferred financing costs, net and other non-current assets | | | 78,522 | | | | 10,341 | | | | 20,065 | | | | (71 | ) | | | 108,857 | |
Investments in subsidiaries | | | 4,114,478 | | | | 222,175 | | | | 73,940 | | | | (4,410,593 | ) | | | — | |
Investments in unconsolidated entities | | | 33,979 | | | | — | | | | 56,512 | | | | — | | | | 90,491 | |
Deferred tax assets | | | — | | | | 782 | | | | 7,511 | | | | — | | | | 8,293 | |
Intercompany notes receivable | | | 1,724,650 | | | | 722,552 | | | | 1,278 | | | | (2,448,480 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 6,273,001 | | | $ | 6,063,782 | | | $ | 3,205,992 | | | $ | (8,474,847 | ) | | $ | 7,067,928 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Current portion of long-term debt | | $ | 45,000 | | | $ | 349 | | | $ | 14,883 | | | $ | — | | | $ | 60,232 | |
Current portion of capital lease obligations | | | — | | | | 3,209 | | | | 3,475 | | | | — | | | | 6,684 | |
Accounts payable | | | 7,993 | | | | 76,256 | | | | 85,725 | | | | — | | | | 169,974 | |
Accrued expenses and other current liabilities | | | (388,830 | ) | | | 586,116 | | | | 214,659 | | | | (26 | ) | | | 411,919 | |
Intercompany payables | | | 557,578 | | | | 806,507 | | | | 245,300 | | | | (1,609,385 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 221,741 | | | | 1,472,437 | | | | 564,042 | | | | (1,609,411 | ) | | | 648,809 | |
| | | | | | | | | | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | | | | | | | | | |
Long-term debt, net of current portion | | | 3,617,068 | | | | 374 | | | | 11,233 | | | | — | | | | 3,628,675 | |
Capital lease obligations, net of current portion | | | — | | | | 5,412 | | | | 7,505 | | | | — | | | | 12,917 | |
Deferred tax liabilities | | | (5,329 | ) | | | 333,388 | | | | 100,216 | | | | (87 | ) | | | 428,188 | |
Other long-term liabilities | | | 17,678 | | | | 72,890 | | | | 76,138 | | | | (71 | ) | | | 166,635 | |
Intercompany notes payables | | | 241,421 | | | | 1,630,376 | | | | 576,684 | | | | (2,448,481 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total long-term liabilities | | | 3,870,838 | | | | 2,042,440 | | | | 771,776 | | | | (2,448,639 | ) | | | 4,236,415 | |
| | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity | | | 2,180,422 | | | | 2,548,905 | | | | 1,867,892 | | | | (4,416,797 | ) | | | 2,180,422 | |
Non-controlling interests | | | — | | | | — | | | | 2,282 | | | | — | | | | 2,282 | |
| | | | | | | | | | | | | | | | | | | | |
Total equity | | | 2,180,422 | | | | 2,548,905 | | | | 1,870,174 | | | | (4,416,797 | ) | | | 2,182,704 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 6,273,001 | | | $ | 6,063,782 | | | $ | 3,205,992 | | | $ | (8,474,847 | ) | | $ | 7,067,928 | |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Nine Months Ended September 30, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (66,966 | ) | | $ | 54,188 | | | $ | 59,170 | | | $ | (113,358 | ) | | $ | (66,966 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | |
Equity (earnings) losses of subsidiaries, net of tax | | | (112,535 | ) | | | 1,510 | | | | — | | | | 111,025 | | | | — | |
Non-cash interest expense, including amortization of original issue discounts and write-off of deferred financing costs | | | 13,814 | | | | 229 | | | | 45 | | | | — | | | | 14,088 | |
Depreciation and amortization | | | 3,731 | | | | 188,745 | | | | 134,317 | | | | (104 | ) | | | 326,689 | |
Non-cash charges for sale of inventories revalued at the date of acquisition | | | — | | | | — | | | | 1,880 | | | | — | | | | 1,880 | |
Non-cash stock-based compensation expense | | | 5,836 | | | | 3,646 | | | | 4,980 | | | | — | | | | 14,462 | |
Impairment of inventory | | | — | | | | 27 | | | | 216 | | | | — | | | | 243 | |
Impairment of long-lived assets | | | — | | | | 2,954 | | | | 1,147 | | | | — | | | | 4,101 | |
Loss on sale of fixed assets | | | — | | | | 1,118 | | | | 731 | | | | — | | | | 1,849 | |
Equity earnings of unconsolidated entities, net of tax | | | (1,278 | ) | | | — | | | | (11,932 | ) | | | (28 | ) | | | (13,238 | ) |
Deferred income taxes | | | (17,386 | ) | | | (27,285 | ) | | | (27,830 | ) | | | (1,154 | ) | | | (73,655 | ) |
Loss on extinguishment of debt | | | 35,603 | | | | — | | | | — | | | | — | | | | 35,603 | |
Loss on disposition | | | — | | | | — | | | | 5,885 | | | | — | | | | 5,885 | |
Bargain purchase gain | | | — | | | | — | | | | (5,707 | ) | | | — | | | | (5,707 | ) |
Other non-cash items | | | 5,201 | | | | (8 | ) | | | 1,481 | | | | — | | | | 1,481 | |
Changes in assets and liabilities, net of acquisitions: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, net | | | — | | | | (15,528 | ) | | | (41,782 | ) | | | — | | | | (57,310 | ) |
Inventories, net | | | — | | | | (45,883 | ) | | | (30,615 | ) | | | 3,771 | | | | (72,727 | ) |
Prepaid expenses and other current assets | | | (64,547 | ) | | | 67,871 | | | | (4,941 | ) | | | (7,515 | ) | | | (9,132 | ) |
Accounts payable | | | 5,918 | | | | (1,453 | ) | | | 11,516 | | | | — | | | | 15,981 | |
Accrued expenses and other current liabilities | | | 10,396 | | | | 17,570 | | | | 2,342 | | | | 6,934 | | | | 37,242 | |
Other non-current liabilities | | | (915 | ) | | | (15,197 | ) | | | 8,739 | | | | 516 | | | | (6,857 | ) |
Intercompany payable (receivable) | | | 298,083 | | | | (182,214 | ) | | | (115,869 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 114,955 | | | | 50,290 | | | | (6,227 | ) | | | 87 | | | | 159,105 | |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | | | | | |
Increase in restricted cash | | | (4,439 | ) | | | (630 | ) | | | (28,812 | ) | | | — | | | | (33,881 | ) |
Purchases of property, plant and equipment | | | (1,037 | ) | | | (42,950 | ) | | | (58,860 | ) | | | 11,939 | | | | (90,908 | ) |
Proceeds from sale of property, plant and equipment | | | — | | | | 6,908 | | | | 11,186 | | | | (12,263 | ) | | | 5,831 | |
Cash received from disposition | | | — | | | | — | | | | 32,000 | | | | — | | | | 32,000 | |
Cash paid for acquisitions, net of cash acquired | | | (157,373 | ) | | | — | | | | (8,823 | ) | | | — | | | | (166,196 | ) |
Cash received from equity method investments | | | 490 | | | | — | | | | 10,772 | | | | — | | | | 11,262 | |
(Increase) decrease in other assets | | | 19,244 | | | | (2,047 | ) | | | 2,065 | | | | (18 | ) | | | 19,244 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (143,115 | ) | | | (38,719 | ) | | | (40,472 | ) | | | (342 | ) | | | (222,648 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | | | | | |
Cash paid for financing costs | | | (9,798 | ) | | | — | | | | — | | | | — | | | | (9,798 | ) |
Cash paid for contingent purchase price consideration | | | (27,165 | ) | | | — | | | | (331 | ) | | | — | | | | (27,496 | ) |
Proceeds from issuance of common stock, net of issuance costs | | | 17,555 | | | | — | | | | — | | | | — | | | | 17,555 | |
Proceeds from issuance of long-term debt | | | 425,000 | | | | 989 | | | | 34,152 | | | | — | | | | 460,141 | |
Payments on long-term debt | | | (446,845 | ) | | | (1,213 | ) | | | (7,099 | ) | | | — | | | | (455,157 | ) |
Net proceeds (payments) under revolving credit facilities | | | 147,500 | | | | — | | | | (8,732 | ) | | | — | | | | 138,768 | |
Borrowings from short-term debt | | | — | | | | — | | | | 25 | | | | — | | | | 25 | |
Cash paid for dividends | | | (15,970 | ) | | | — | | | | — | | | | — | | | | (15,970 | ) |
Excess tax benefits on exercised stock options | | | 205 | | | | 181 | | | | 48 | | | | — | | | | 434 | |
Principal payments on capital lease obligations | | | — | | | | (2,715 | ) | | | (2,626 | ) | | | — | | | | (5,341 | ) |
Other | | | (18,953 | ) | | | — | | | | — | | | | — | | | | (18,953 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 71,529 | | | | (2,758 | ) | | | 15,437 | | | | — | | | | 84,208 | |
| | | | | | | | | | | | | | | | | | | | |
Foreign exchange effect on cash and cash equivalents | | | 871 | | | | (28 | ) | | | 3,884 | | | | 255 | | | | 4,982 | |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 44,240 | | | | 8,785 | | | | (27,378 | ) | | | — | | | | 25,647 | |
Cash and cash equivalents, beginning of period | | | 3,623 | | | | 67,449 | | | | 257,274 | | | | — | | | | 328,346 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 47,863 | | | $ | 76,234 | | | $ | 229,896 | | | $ | — | | | $ | 353,993 | |
| | | | | | | | | | | | | | | | | | | | |
|
CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Nine Months Ended September 30, 2012 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
Subsidiaries | Subsidiaries |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (15,367 | ) | | $ | 94,472 | | | $ | 36,851 | | | $ | (131,323 | ) | | $ | (15,367 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Equity (earnings) losses of subsidiaries, net of tax | | | (129,929 | ) | | | 763 | | | | — | | | | 129,166 | | | | — | |
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs | | | 15,929 | | | | 158 | | | | — | | | | — | | | | 16,087 | |
Depreciation and amortization | | | 4,314 | | | | 198,576 | | | | 119,462 | | | | 19 | | | | 322,371 | |
Non-cash charges for sale of inventories revalued at the date of acquisition | | | — | | | | 1,400 | | | | 3,281 | | | | — | | | | 4,681 | |
Non-cash stock-based compensation expense | | | 3,119 | | | | 4,309 | | | | 4,440 | | | | — | | | | 11,868 | |
Impairment of inventory | | | — | | | | 5 | | | | 290 | | | | — | | | | 295 | |
Impairment of long-lived assets | | | — | | | | 219 | | | | 55 | | | | — | | | | 274 | |
(Gain) loss on sale of property, plant and equipment | | | 3 | | | | (4,029 | ) | | | (168 | ) | | | — | | | | (4,194 | ) |
Equity earnings of unconsolidated entities, net of tax | | | (1,798 | ) | | | — | | | | (8,643 | ) | | | 24 | | | | (10,417 | ) |
Deferred income taxes | | | 20,901 | | | | (38,495 | ) | | | (25,122 | ) | | | (903 | ) | | | (43,619 | ) |
Other non-cash items | | | (1,156 | ) | | | 685 | | | | 6,207 | | | | — | | | | 5,736 | |
Changes in assets and liabilities, net of acquisitions: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, net | | | — | | | | (6,468 | ) | | | (1,793 | ) | | | — | | | | (8,261 | ) |
Inventories, net | | | — | | | | 4,881 | | | | (23,303 | ) | | | 2,826 | | | | (15,596 | ) |
Prepaid expenses and other current assets | | | (419,146 | ) | | | 410,233 | | | | 13,059 | | | | 25 | | | | 4,171 | |
Accounts payable | | | 3,961 | | | | (2,327 | ) | | | (18,377 | ) | | | — | | | | (16,743 | ) |
Accrued expenses and other current liabilities | | | 354,452 | | | | (323,909 | ) | | | (5,843 | ) | | | (584 | ) | | | 24,116 | |
Other non-current liabilities | | | (7,158 | ) | | | (1,634 | ) | | | (13,275 | ) | | | 428 | | | | (21,639 | ) |
Intercompany payable (receivable) | | | 297,741 | | | | (322,706 | ) | | | 27,088 | | | | (2,123 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 125,866 | | | | 16,133 | | | | 114,209 | | | | (2,445 | ) | | | 253,763 | |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | | | | | |
Decrease in restricted cash | | | — | | | | 12 | | | | 5,759 | | | | — | | | | 5,771 | |
Purchases of property, plant and equipment | | | (1,149 | ) | | | (69,092 | ) | | | (94,311 | ) | | | 67,243 | | | | (97,309 | ) |
Proceeds from sale of property, plant and equipment | | | — | | | | 22,230 | | | | 66,281 | | | | (66,128 | ) | | | 22,383 | |
Cash received from (paid for) acquisitions, net of cash acquired | | | (364,731 | ) | | | 1,469 | | | | (21,518 | ) | | | — | | | | (384,780 | ) |
Cash received from sales of marketable securities | | | — | | | | 268 | | | | 3 | | | | — | | | | 271 | |
Net cash received from equity method investments | | | 490 | | | | — | | | | 6,066 | | | | — | | | | 6,556 | |
(Increase) decrease in other assets | | | (10,028 | ) | | | (615 | ) | | | 1,275 | | | | 55 | | | | (9,313 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (375,418 | ) | | | (45,728 | ) | | | (36,445 | ) | | | 1,170 | | | | (456,421 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | | | | | |
Cash paid for financing costs | | | (2,313 | ) | | | — | | | | — | | | | — | | | | (2,313 | ) |
Cash paid for contingent purchase price consideration | | | (16,248 | ) | | | — | | | | — | | | | — | | | | (16,248 | ) |
Proceeds from issuance of common stock, net of issuance costs | | | 14,260 | | | | — | | | | — | | | | — | | | | 14,260 | |
Proceeds from issuance of long-term debt | | | 198,000 | | | | — | | | | 288 | | | | — | | | | 198,288 | |
Payments on long-term debt | | | (33,250 | ) | | | (455 | ) | | | (8,848 | ) | | | — | | | | (42,553 | ) |
Net proceeds (payments) under revolving credit facilities | | | 97,500 | | | | (2 | ) | | | (6,336 | ) | | | — | | | | 91,162 | |
Payments on short-term debt | | | (6,240 | ) | | | — | | | | — | | | | — | | | | (6,240 | ) |
Cash paid for dividends | | | (15,970 | ) | | | — | | | | — | | | | — | | | | (15,970 | ) |
Excess tax benefits on exercised stock options | | | 183 | | | | 74 | | | | 20 | | | | — | | | | 277 | |
Principal payments on capital lease obligations | | | — | | | | (1,503 | ) | | | (3,422 | ) | | | — | | | | (4,925 | ) |
Other | | | — | | | | — | | | | (2,811 | ) | | | — | | | | (2,811 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 235,922 | | | | (1,886 | ) | | | (21,109 | ) | | | — | | | | 212,927 | |
| | | | | | | | | | | | | | | | | | | | |
Foreign exchange effect on cash and cash equivalents | | | 1,508 | | | | 331 | | | | (10,302 | ) | | | 1,275 | | | | (7,188 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (12,122 | ) | | | (31,150 | ) | | | 46,353 | | | | — | | | | 3,081 | |
Cash and cash equivalents, beginning of period | | | 12,451 | | | | 95,212 | | | | 191,510 | | | | — | | | | 299,173 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 329 | | | $ | 64,062 | | | $ | 237,863 | | | $ | — | | | $ | 302,254 | |
| | | | | | | | | | | | | | | | | | | | |
|