Guarantor Financial Information (Guarantor Subsidiaries [Member]) | 3 Months Ended |
Mar. 31, 2014 |
Guarantor Subsidiaries [Member] | ' |
Guarantor Financial Information | ' |
(19) 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 March 31, 2014 and December 31, 2013, the related statements of operations, statements of comprehensive income (loss) and cash flows for each of the three months ended March 31, 2014 and 2013, respectively, 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. |
(19) Guarantor Financial Information (Continued) |
CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended March 31, 2014 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Non - | | | | | | | |
| | | | | Guarantor | | | Guarantor | | | | | | | |
| | Issuer | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net product sales | | $ | — | | | $ | 213,409 | | | $ | 336,037 | | | $ | (54,001 | ) | | $ | 495,445 | |
Services revenue | | | — | | | | 197,908 | | | | 18,057 | | | | — | | | | 215,965 | |
| | | | | | | | | | | | | | | | | | | | |
Net product sales and services revenue | | | — | | | | 411,317 | | | | 354,094 | | | | (54,001 | ) | | | 711,410 | |
License and royalty revenue | | | — | | | | 3,485 | | | | 5,018 | | | | (3,291 | ) | | | 5,212 | |
| | | | | | | | | | | | | | | | | | | | |
Net revenue | | | — | | | | 414,802 | | | | 359,112 | | | | (57,292 | ) | | | 716,622 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales | | | 688 | | | | 114,135 | | | | 183,774 | | | | (52,485 | ) | | | 246,112 | |
Cost of services revenue | | | 73 | | | | 115,325 | | | | 8,054 | | | | (5,720 | ) | | | 117,732 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 761 | | | | 229,460 | | | | 191,828 | | | | (58,205 | ) | | | 363,844 | |
Cost of license and royalty revenue | | | — | | | | 92 | | | | 4,738 | | | | (3,291 | ) | | | 1,539 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net revenue | | | 761 | | | | 229,552 | | | | 196,566 | | | | (61,496 | ) | | | 365,383 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | (761 | ) | | | 185,250 | | | | 162,546 | | | | 4,204 | | | | 351,239 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 5,615 | | | | 14,845 | | | | 18,239 | | | | — | | | | 38,699 | |
Sales and marketing | | | 1,868 | | | | 74,959 | | | | 70,237 | | | | — | | | | 147,064 | |
General and administrative | | | 18,488 | | | | 68,782 | | | | 52,266 | | | | — | | | | 139,536 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | 25,971 | | | | 158,586 | | | | 140,742 | | | | — | | | | 325,299 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (26,732 | ) | | | 26,664 | | | | 21,804 | | | | 4,204 | | | | 25,940 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (51,258 | ) | | | (5,628 | ) | | | (4,544 | ) | | | 9,386 | | | | (52,044 | ) |
Other income (expense), net | | | 4,694 | | | | 3,648 | | | | 5,825 | | | | (9,445 | ) | | | 4,722 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before provision (benefit) for income taxes | | | (73,296 | ) | | | 24,684 | | | | 23,085 | | | | 4,145 | | | | (21,382 | ) |
Provision (benefit) for income taxes | | | (38,423 | ) | | | 17,367 | | | | 9,681 | | | | 1,458 | | | | (9,917 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax | | | (34,873 | ) | | | 7,317 | | | | 13,404 | | | | 2,687 | | | | (11,465 | ) |
Equity in earnings of subsidiaries, net of tax | | | 28,355 | | | | 68 | | | | — | | | | (28,423 | ) | | | — | |
Equity earnings of unconsolidated entities, net of tax | | | 405 | | | | — | | | | 5,064 | | | | (117 | ) | | | 5,352 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (6,113 | ) | | | 7,385 | | | | 18,468 | | | | (25,853 | ) | | | (6,113 | ) |
Less: Net income attributable to non-controlling interests | | | — | | | | — | | | | 108 | | | | — | | | | 108 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to Alere Inc. and Subsidiaries | | | (6,113 | ) | | | 7,385 | | | | 18,360 | | | | (25,853 | ) | | | (6,221 | ) |
Preferred stock dividends | | | (5,250 | ) | | | — | | | | — | | | | — | | | | (5,250 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) available to common stockholders | | $ | (11,363 | ) | | $ | 7,385 | | | $ | 18,360 | | | $ | (25,853 | ) | | $ | (11,471 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
(19) Guarantor Financial Information (Continued) |
CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended March 31, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Non - | | | | | | | |
| | | | | Guarantor | | | Guarantor | | | | | | | |
| | Issuer | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net product sales | | $ | — | | | $ | 233,551 | | | $ | 320,839 | | | $ | (46,114 | ) | | $ | 508,276 | |
Services revenue | | | — | | | | 207,749 | | | | 19,160 | | | | — | | | | 226,909 | |
| | | | | | | | | | | | | | | | | | | | |
Net product sales and services revenue | | | — | | | | 441,300 | | | | 339,999 | | | | (46,114 | ) | | | 735,185 | |
License and royalty revenue | | | — | | | | 3,035 | | | | 3,533 | | | | (2,504 | ) | | | 4,064 | |
| | | | | | | | | | | | | | | | | | | | |
Net revenue | | | — | | | | 444,335 | | | | 343,532 | | | | (48,618 | ) | | | 739,249 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales | | | 948 | | | | 121,236 | | | | 172,574 | | | | (41,680 | ) | | | 253,078 | |
Cost of services revenue | | | — | | | | 115,971 | | | | 8,142 | | | | (3,955 | ) | | | 120,158 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 948 | | | | 237,207 | | | | 180,716 | | | | (45,635 | ) | | | 373,236 | |
Cost of license and royalty revenue | | | — | | | | 17 | | | | 4,243 | | | | (2,504 | ) | | | 1,756 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of net revenue | | | 948 | | | | 237,224 | | | | 184,959 | | | | (48,139 | ) | | | 374,992 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | (948 | ) | | | 207,111 | | | | 158,573 | | | | (479 | ) | | | 364,257 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 4,423 | | | | 18,100 | | | | 18,931 | | | | — | | | | 41,454 | |
Sales and marketing | | | 1,392 | | | | 83,431 | | | | 71,633 | | | | — | | | | 156,456 | |
General and administrative | | | 14,027 | | | | 67,146 | | | | 54,685 | | | | — | | | | 135,858 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | 19,842 | | | | 168,677 | | | | 145,249 | | | | — | | | | 333,768 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (20,790 | ) | | | 38,434 | | | | 13,324 | | | | (479 | ) | | | 30,489 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (56,858 | ) | | | (7,021 | ) | | | (3,417 | ) | | | 9,897 | | | | (57,399 | ) |
Other income (expense), net | | | 4,770 | | | | 6,259 | | | | (1,603 | ) | | | (9,896 | ) | | | (470 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before provision (benefit) for income taxes | | | (72,878 | ) | | | 37,672 | | | | 8,304 | | | | (478 | ) | | | (27,380 | ) |
Provision (benefit) for income taxes | | | (62,811 | ) | | | 17,082 | | | | 8,971 | | | | (113 | ) | | | (36,871 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before equity in earnings (losses) of subsidiaries and unconsolidated entities, net of tax | | | (10,067 | ) | | | 20,590 | | | | (667 | ) | | | (365 | ) | | | 9,491 | |
Equity in earnings (losses) of subsidiaries, net of tax | | | 22,244 | | | | (614 | ) | | | — | | | | (21,630 | ) | | | — | |
Equity earnings of unconsolidated entities, net of tax | | | 248 | | | | — | | | | 2,688 | | | | (2 | ) | | | 2,934 | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | 12,425 | | | | 19,976 | | | | 2,021 | | | | (21,997 | ) | | | 12,425 | |
Less: Net loss attributable to non-controlling interests | | | — | | | | — | | | | (25 | ) | | | — | | | | (25 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income attributable to Alere Inc. and Subsidiaries | | | 12,425 | | | | 19,976 | | | | 2,046 | | | | (21,997 | ) | | | 12,450 | |
Preferred stock dividends | | | (5,250 | ) | | | — | | | | — | | | | — | | | | (5,250 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income available to common stockholders | | $ | 7,175 | | | $ | 19,976 | | | $ | 2,046 | | | $ | (21,997 | ) | | $ | 7,200 | |
| | | | | | | | | | | | | | | | | | | | |
|
(19) Guarantor Financial Information (Continued) |
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
For the Three Months Ended March 31, 2014 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Non- | | | | | | | |
| | | | | Guarantor | | | Guarantor | | | | | | | |
| | Issuer | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net income (loss) | | $ | (6,113 | ) | | $ | 7,386 | | | $ | 18,466 | | | $ | (25,852 | ) | | $ | (6,113 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss), before tax: | | | | | | | | | | | | | | | | | | | | |
Changes in cumulative translation adjustment | | | 157 | | | | (129 | ) | | | (11,368 | ) | | | — | | | | (11,340 | ) |
Unrealized losses on available for sale securities | | | — | | | | (17 | ) | | | — | | | | — | | | | (17 | ) |
Unrealized gains on hedging instruments | | | — | | | | — | | | | 8 | | | | — | | | | 8 | |
Minimum pension liability adjustment | | | — | | | | — | | | | 74 | | | | — | | | | 74 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss), before tax | | | 157 | | | | (146 | ) | | | (11,286 | ) | | | — | | | | (11,275 | ) |
Income tax benefit related to items of other comprehensive income (loss) | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax | | | 157 | | | | (146 | ) | | | (11,286 | ) | | | — | | | | (11,275 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | (5,956 | ) | | | 7,240 | | | | 7,180 | | | | (25,852 | ) | | | (17,388 | ) |
Less: Comprehensive income attributable to non-controlling interests | | | — | | | | — | | | | 108 | | | | — | | | | 108 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries | | $ | (5,956 | ) | | $ | 7,240 | | | $ | 7,072 | | | $ | (25,852 | ) | | $ | (17,496 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
(19) Guarantor Financial Information (Continued) |
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
For the Three Months Ended March 31, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Non - | | | | | | | |
| | | | | Guarantor | | | Guarantor | | | | | | | |
| | Issuer | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net income | | $ | 12,425 | | | $ | 19,976 | | | $ | 2,021 | | | $ | (21,997 | ) | | $ | 12,425 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss, before tax: | | | | | | | | | | | | | | | | | | | | |
Changes in cumulative translation adjustment | | | (201 | ) | | | — | | | | (75,154 | ) | | | — | | | | (75,355 | ) |
Unrealized gains on hedging instruments | | | — | | | | — | | | | 11 | | | | — | | | | 11 | |
Minimum pension liability adjustment | | | — | | | | — | | | | 605 | | | | — | | | | 605 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss, before tax | | | (201 | ) | | | — | | | | (74,538 | ) | | | — | | | | (74,739 | ) |
Income tax benefit related to items of other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss, net of tax | | | (201 | ) | | | — | | | | (74,538 | ) | | | — | | | | (74,739 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | 12,224 | | | | 19,976 | | | | (72,517 | ) | | | (21,997 | ) | | | (62,314 | ) |
Less: Comprehensive loss attributable to non-controlling interests | | | — | | | | — | | | | (25 | ) | | | — | | | | (25 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries | | $ | 12,224 | | | $ | 19,976 | | | $ | (72,492 | ) | | $ | (21,997 | ) | | $ | (62,289 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
(19) Guarantor Financial Information (Continued) |
CONSOLIDATING BALANCE SHEET |
March 31, 2014 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Issuer | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 13,020 | | | $ | 82,048 | | | $ | 337,958 | | | $ | — | | | $ | 433,026 | |
Restricted cash | | | 84 | | | | 2,915 | | | | 1,223 | | | | — | | | | 4,222 | |
Marketable securities | | | — | | | | 776 | | | | 5 | | | | — | | | | 781 | |
Accounts receivable, net of allowances | | | — | | | | 250,603 | | | | 278,190 | | | | — | | | | 528,793 | |
Inventories, net | | | — | | | | 170,165 | | | | 218,246 | | | | (17,275 | ) | | | 371,136 | |
Deferred tax assets | | | 4,984 | | | | 27,375 | | | | 32,120 | | | | (1,863 | ) | | | 62,616 | |
Prepaid expenses and other current assets | | | 538,410 | | | | (432,500 | ) | | | 10,713 | | | | 3,906 | | | | 120,529 | |
Intercompany receivables | | | 304,817 | | | | 715,596 | | | | 69,903 | | | | (1,090,316 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 861,315 | | | | 816,978 | | | | 948,358 | | | | (1,105,548 | ) | | | 1,521,103 | |
Property, plant and equipment, net | | | 19,312 | | | | 286,490 | | | | 239,523 | | | | (274 | ) | | | 545,051 | |
Goodwill | | | — | | | | 1,842,309 | | | | 1,247,747 | | | | — | | | | 3,090,056 | |
Other intangible assets with indefinite lives | | | — | | | | 14,300 | | | | 41,675 | | | | (59 | ) | | | 55,916 | |
Finite-lived intangible assets, net | | | 10,245 | | | | 959,002 | | | | 648,007 | | | | — | | | | 1,617,254 | |
Restricted cash | | | — | | | | — | | | | 28,856 | | | | — | | | | 28,856 | |
Deferred financing costs, net and other non-current assets | | | 51,746 | | | | 7,586 | | | | 20,764 | | | | (40 | ) | | | 80,056 | |
Investments in subsidiaries | | | 3,821,577 | | | | 270,857 | | | | 191,920 | | | | (4,284,354 | ) | | | — | |
Investments in unconsolidated entities | | | 30,174 | | | | — | | | | 49,510 | | | | 10,761 | | | | 90,445 | |
Deferred tax assets | | | — | | | | — | | | | 7,449 | | | | — | | | | 7,449 | |
Intercompany notes receivables | | | 1,099,817 | | | | 720,017 | | | | 48,779 | | | | (1,868,613 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 5,894,186 | | | $ | 4,917,539 | | | $ | 3,472,588 | | | $ | (7,248,127 | ) | | $ | 7,036,186 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Current portion of long-term debt | | $ | 60,000 | | | $ | 962 | | | $ | 4,290 | | | $ | — | | | $ | 65,252 | |
Current portion of capital lease obligations | | | — | | | | 3,165 | | | | 3,055 | | | | — | | | | 6,220 | |
Accounts payable | | | 8,280 | | | | 79,319 | | | | 102,849 | | | | — | | | | 190,448 | |
Accrued expenses and other current liabilities | | | 85,170 | | | | 161,351 | | | | 183,775 | | | | (35 | ) | | | 430,261 | |
Intercompany payables | | | 660,712 | | | | 148,533 | | | | 281,071 | | | | (1,090,316 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 814,162 | | | | 393,330 | | | | 575,040 | | | | (1,090,351 | ) | | | 692,181 | |
| | | | | | | | | | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | | | | | | | | | |
Long-term debt, net of current portion | | | 3,705,215 | | | | 100 | | | | 40,481 | | | | — | | | | 3,745,796 | |
Capital lease obligations, net of current portion | | | — | | | | 5,563 | | | | 9,527 | | | | — | | | | 15,090 | |
Deferred tax liabilities | | | (65,370 | ) | | | 290,283 | | | | 82,616 | | | | 45 | | | | 307,574 | |
Other long-term liabilities | | | 25,384 | | | | 61,026 | | | | 108,619 | | | | (40 | ) | | | 194,989 | |
Intercompany notes payables (receivables) | | | (660,771 | ) | | | 1,419,782 | | | | 1,109,602 | | | | (1,868,613 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total long-term liabilities | | | 3,004,458 | | | | 1,776,754 | | | | 1,350,845 | | | | (1,868,608 | ) | | | 4,263,449 | |
| | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity | | | 2,075,566 | | | | 2,747,455 | | | | 1,541,713 | | | | (4,289,168 | ) | | | 2,075,566 | |
Non-controlling interests | | | — | | | | — | | | | 4,990 | | | | — | | | | 4,990 | |
| | | | | | | | | | | | | | | | | | | | |
Total equity | | | 2,075,566 | | | | 2,747,455 | | | | 1,546,703 | | | | (4,289,168 | ) | | | 2,080,556 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 5,894,186 | | | $ | 4,917,539 | | | $ | 3,472,588 | | | $ | (7,248,127 | ) | | $ | 7,036,186 | |
| | | | | | | | | | | | | | | | | | | | |
|
(19) Guarantor Financial Information (Continued) |
CONSOLIDATING BALANCE SHEET |
December 31, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Issuer | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 14,801 | | | $ | 85,453 | | | $ | 261,654 | | | $ | — | | | $ | 361,908 | |
Restricted cash | | | 2,221 | | | | 2,915 | | | | 1,237 | | | | — | | | | 6,373 | |
Marketable securities | | | — | | | | 853 | | | | 5 | | | | — | | | | 858 | |
Accounts receivable, net of allowances | | | — | | | | 238,782 | | | | 309,947 | | | | — | | | | 548,729 | |
Inventories, net | | | — | | | | 168,058 | | | | 219,892 | | | | (23,765 | ) | | | 364,185 | |
Deferred tax assets | | | 5,191 | | | | 20,541 | | | | 31,451 | | | | 3,506 | | | | 60,689 | |
Prepaid expenses and other current assets | | | 512,123 | | | | (405,954 | ) | | | 23,547 | | | | (44 | ) | | | 129,672 | |
Intercompany receivables | | | 317,357 | | | | 759,497 | | | | 75,424 | | | | (1,152,278 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 851,693 | | | | 870,145 | | | | 923,157 | | | | (1,172,581 | ) | | | 1,472,414 | |
Property, plant and equipment, net | | | 15,086 | | | | 288,637 | | | | 241,737 | | | | (296 | ) | | | 545,164 | |
Goodwill | | | — | | | | 1,841,377 | | | | 1,252,314 | | | | — | | | | 3,093,691 | |
Other intangible assets with indefinite lives | | | — | | | | 14,300 | | | | 42,402 | | | | — | | | | 56,702 | |
Finite-lived intangible assets, net | | | 11,006 | | | | 995,868 | | | | 677,737 | | | | — | | | | 1,684,611 | |
Restricted cash | | | — | | | | — | | | | 29,370 | | | | — | | | | 29,370 | |
Deferred financing costs, net and other non-current assets | | | 55,207 | | | | 8,353 | | | | 20,559 | | | | (46 | ) | | | 84,073 | |
Investments in subsidiaries | | | 3,802,475 | | | | 267,824 | | | | 191,947 | | | | (4,262,246 | ) | | | — | |
Investments in unconsolidated entities | | | 29,005 | | | | — | | | | 44,637 | | | | 13,188 | | | | 86,830 | |
Deferred tax assets | | | — | | | | — | | | | 7,959 | | | | — | | | | 7,959 | |
Intercompany notes receivables (payables) | | | 1,100,746 | | | | 630,628 | | | | (741,016 | ) | | | (990,358 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 5,865,218 | | | $ | 4,917,132 | | | $ | 2,690,803 | | | $ | (6,412,339 | ) | | $ | 7,060,814 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Current portion of long-term debt | | $ | 45,000 | | | $ | 323 | | | $ | 3,789 | | | $ | — | | | $ | 49,112 | |
Current portion of capital lease obligations | | | — | | | | 3,751 | | | | 3,104 | | | | — | | | | 6,855 | |
Accounts payable | | | 12,584 | | | | 69,076 | | | | 105,711 | | | | — | | | | 187,371 | |
Accrued expenses and other current liabilities | | | 63,990 | | | | 164,762 | | | | 201,132 | | | | (36 | ) | | | 429,848 | |
Intercompany payables | | | 728,541 | | | | 149,031 | | | | 274,707 | | | | (1,152,279 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 850,115 | | | | 386,943 | | | | 588,443 | | | | (1,152,315 | ) | | | 673,186 | |
| | | | | | | | | | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | | | | | | | | | |
Long-term debt, net of current portion | | | 3,735,137 | | | | 100 | | | | 37,551 | | | | — | | | | 3,772,788 | |
Capital lease obligations, net of current portion | | | — | | | | 5,938 | | | | 8,469 | | | | — | | | | 14,407 | |
Deferred tax liabilities | | | (43,246 | ) | | | 284,448 | | | | 88,039 | | | | 8 | | | | 329,249 | |
Other long-term liabilities | | | 19,753 | | | | 58,823 | | | | 109,806 | | | | (46 | ) | | | 188,336 | |
Intercompany notes payables (receivables) | | | (774,507 | ) | | | 1,444,741 | | | | 320,125 | | | | (990,359 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total long-term liabilities | | | 2,937,137 | | | | 1,794,050 | | | | 563,990 | | | | (990,397 | ) | | | 4,304,780 | |
| | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity | | | 2,077,966 | | | | 2,736,139 | | | | 1,533,488 | | | | (4,269,627 | ) | | | 2,077,966 | |
Non-controlling interests | | | — | | | | — | | | | 4,882 | | | | — | | | | 4,882 | |
| | | | | | | | | | | | | | | | | | | | |
Total equity | | | 2,077,966 | | | | 2,736,139 | | | | 1,538,370 | | | | (4,269,627 | ) | | | 2,082,848 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 5,865,218 | | | $ | 4,917,132 | | | $ | 2,690,803 | | | $ | (6,412,339 | ) | | $ | 7,060,814 | |
| | | | | | | | | | | | | | | | | | | | |
|
(19) Guarantor Financial Information (Continued) |
CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Three Months Ended March 31, 2014 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Issuer | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (6,113 | ) | | $ | 7,385 | | | $ | 18,468 | | | $ | (25,853 | ) | | $ | (6,113 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of subsidiaries, net of tax | | | (28,355 | ) | | | (68 | ) | | | — | | | | 28,423 | | | | — | |
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs | | | 3,857 | | | | 125 | | | | 159 | | | | — | | | | 4,141 | |
Depreciation and amortization | | | 1,399 | | | | 58,445 | | | | 38,166 | | | | 76 | | | | 98,086 | |
Non-cash stock-based compensation expense | | | 2,407 | | | | 1,093 | | | | 2,204 | | | | — | | | | 5,704 | |
Impairment of inventory | | | — | | | | — | | | | 589 | | | | — | | | | 589 | |
Impairment of long-lived assets | | | — | | | | — | | | | 161 | | | | — | | | | 161 | |
Loss on sale of fixed assets | | | — | | | | 2,010 | | | | 62 | | | | — | | | | 2,072 | |
Equity earnings of unconsolidated entities, net of tax | | | (405 | ) | | | — | | | | (5,064 | ) | | | 117 | | | | (5,352 | ) |
Deferred income taxes | | | (21,658 | ) | | | (1,399 | ) | | | (3,037 | ) | | | 1,458 | | | | (24,636 | ) |
Other non-cash items | | | — | | | | 1,197 | | | | (4,856 | ) | | | — | | | | (3,659 | ) |
Changes in assets and liabilities, net of acquisitions: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, net | | | — | | | | (11,821 | ) | | | 31,719 | | | | — | | | | 19,898 | |
Inventories, net | | | — | | | | (8,576 | ) | | | (105 | ) | | | (4,064 | ) | | | (12,745 | ) |
Prepaid expenses and other current assets | | | (26,287 | ) | | | 23,130 | | | | 11,790 | | | | (4,303 | ) | | | 4,330 | |
Accounts payable | | | (4,305 | ) | | | 11,975 | | | | (2,439 | ) | | | — | | | | 5,231 | |
Accrued expenses and other current liabilities | | | 18,625 | | | | (3,339 | ) | | | (7,278 | ) | | | 355 | | | | 8,363 | |
Other non-current liabilities | | | 9,106 | | | | 2,148 | | | | (1,895 | ) | | | 3,954 | | | | 13,313 | |
Cash paid for contingent consideration | | | (3,417 | ) | | | — | | | | (58 | ) | | | — | | | | (3,475 | ) |
Intercompany payable (receivable) | | | 67,749 | | | | (70,945 | ) | | | 3,196 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 12,603 | | | | 11,360 | | | | 81,782 | | | | 163 | | | | 105,908 | |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | | | | | |
Decrease in restricted cash | | | 2,125 | | | | — | | | | 26 | | | | — | | | | 2,151 | |
Purchases of property, plant and equipment | | | (6,323 | ) | | | (12,941 | ) | | | (9,093 | ) | | | 817 | | | | (27,540 | ) |
Proceeds from sale of property, plant and equipment | | | 269 | | | | 664 | | | | 112 | | | | (916 | ) | | | 129 | |
Cash received from disposition | | | — | | | | — | | | | 4,373 | | | | — | | | | 4,373 | |
Cash paid for investments | | | (504 | ) | | | — | | | | (3 | ) | | | — | | | | (507 | ) |
Cash received from sales of marketable securities | | | — | | | | 60 | | | | — | | | | — | | | | 60 | |
Increase in other assets | | | (311 | ) | | | (2,185 | ) | | | (482 | ) | | | 53 | | | | (2,925 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (4,744 | ) | | | (14,402 | ) | | | (5,067 | ) | | | (46 | ) | | | (24,259 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | | | | | |
Cash paid for financing costs | | | (7 | ) | | | — | | | | — | | | | — | | | | (7 | ) |
Cash paid for contingent purchase price consideration | | | (4,072 | ) | | | — | | | | (123 | ) | | | — | | | | (4,195 | ) |
Proceeds from issuance of common stock, net of issuance costs | | | 14,698 | | | | — | | | | — | | | | — | | | | 14,698 | |
Proceeds from issuance of long-term debt | | | — | | | | 939 | | | | — | | | | — | | | | 939 | |
Payments on long-term debt | | | (15,000 | ) | | | (301 | ) | | | (522 | ) | | | — | | | | (15,823 | ) |
Net proceeds under revolving credit facilities | | | — | | | | — | | | | 233 | | | | — | | | | 233 | |
Cash paid for dividends | | | (5,323 | ) | | | — | | | | — | | | | — | | | | (5,323 | ) |
Excess tax benefits on exercised stock options | | | 53 | | | | 207 | | | | 32 | | | | — | | | | 292 | |
Principal payments on capital lease obligations | | | — | | | | (1,080 | ) | | | (760 | ) | | | — | | | | (1,840 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (9,651 | ) | | | (235 | ) | | | (1,140 | ) | | | — | | | | (11,026 | ) |
| | | | | | | | | | | | | | | | | | | | |
Foreign exchange effect on cash and cash equivalents | | | 11 | | | | (128 | ) | | | 729 | | | | (117 | ) | | | 495 | |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (1,781 | ) | | | (3,405 | ) | | | 76,304 | | | | — | | | | 71,118 | |
Cash and cash equivalents, beginning of period | | | 14,801 | | | | 85,453 | | | | 261,654 | | | | — | | | | 361,908 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 13,020 | | | $ | 82,048 | | | $ | 337,958 | | | $ | — | | | $ | 433,026 | |
| | | | | | | | | | | | | | | | | | | | |
|
(19) Guarantor Financial Information (Continued) |
CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Three Months Ended March 31, 2013 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | Guarantor | | | Non-Guarantor | | | | | | | |
| | Issuer | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 12,425 | | | $ | 19,976 | | | $ | 2,021 | | | $ | (21,997 | ) | | $ | 12,425 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | |
Equity in earnings (losses) of subsidiaries, net of tax | | | (22,244 | ) | | | 614 | | | | — | | | | 21,630 | | | | — | |
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs | | | 5,153 | | | | 55 | | | | 9 | | | | — | | | | 5,217 | |
Depreciation and amortization | | | 1,287 | | | | 62,711 | | | | 41,001 | | | | (29 | ) | | | 104,970 | |
Non-cash charges for sale of inventories revalued at the date of acquisition | | | — | | | | — | | | | 461 | | | | — | | | | 461 | |
Non-cash stock-based compensation expense | | | 1,660 | | | | 1,096 | | | | 1,367 | | | | — | | | | 4,123 | |
(Gain) loss on sale of fixed assets | | | — | | | | 227 | | | | (55 | ) | | | — | | | | 172 | |
Equity earnings of unconsolidated entities, net of tax | | | (248 | ) | | | — | | | | (2,688 | ) | | | 2 | | | | (2,934 | ) |
Deferred income taxes | | | (30,889 | ) | | | (10,300 | ) | | | (9,605 | ) | | | (113 | ) | | | (50,907 | ) |
Other non-cash items | | | (762 | ) | | | 275 | | | | 2,428 | | | | — | | | | 1,941 | |
Changes in assets and liabilities, net of acquisitions: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, net | | | — | | | | (1,968 | ) | | | (18,199 | ) | | | — | | | | (20,167 | ) |
Inventories, net | | | — | | | | (10,617 | ) | | | (7,129 | ) | | | 575 | | | | (17,171 | ) |
Prepaid expenses and other current assets | | | (473,927 | ) | | | 413,274 | | | | 35,633 | | | | 19,187 | | | | (5,833 | ) |
Accounts payable | | | (604 | ) | | | (7,823 | ) | | | 6,439 | | | | — | | | | (1,988 | ) |
Accrued expenses and other current liabilities | | | 478,784 | | | | (387,671 | ) | | | (29,830 | ) | | | (19,187 | ) | | | 42,096 | |
Other non-current liabilities | | | (126 | ) | | | (2,959 | ) | | | 3,880 | | | | — | | | | 795 | |
Cash paid for contingent consideration | | | (2,139 | ) | | | — | | | | — | | | | — | | | | (2,139 | ) |
Intercompany payable (receivable) | | | 64,910 | | | | (77,486 | ) | | | 12,576 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 33,280 | | | | (596 | ) | | | 38,309 | | | | 68 | | | | 71,061 | |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | | | | | |
Increase in restricted cash | | | (7,933 | ) | | | (630 | ) | | | (10 | ) | | | — | | | | (8,573 | ) |
Purchases of property, plant and equipment | | | (37 | ) | | | (14,732 | ) | | | (26,358 | ) | | | 5,022 | | | | (36,105 | ) |
Proceeds from sale of property, plant and equipment | | | — | | | | 2,106 | | | | 4,085 | | | | (5,048 | ) | | | 1,143 | |
Cash paid for acquisitions, net of cash acquired | | | (151,372 | ) | | | — | | | | (7,049 | ) | | | — | | | | (158,421 | ) |
Cash received from investments | | | — | | | | — | | | | 10,771 | | | | — | | | | 10,771 | |
Increase in other assets | | | (3,210 | ) | | | (881 | ) | | | (1,478 | ) | | | — | | | | (5,569 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (162,552 | ) | | | (14,137 | ) | | | (20,039 | ) | | | (26 | ) | | | (196,754 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | | | | | |
Cash paid for financing costs | | | (1,427 | ) | | | — | | | | — | | | | — | | | | (1,427 | ) |
Cash paid for contingent purchase price consideration | | | (19,098 | ) | | | — | | | | — | | | | — | | | | (19,098 | ) |
Proceeds from issuance of common stock, net of issuance costs | | | 6,135 | | | | — | | | | — | | | | — | | | | 6,135 | |
Proceeds from issuance of long-term debt | | | — | | | | 1,007 | | | | 9,046 | | | | — | | | | 10,053 | |
Payments on long-term debt | | | (16,845 | ) | | | (445 | ) | | | (2,348 | ) | | | — | | | | (19,638 | ) |
Net proceeds (payments) under revolving credit facilities | | | 170,000 | | | | — | | | | (7,517 | ) | | | — | | | | 162,483 | |
Cash paid for dividends | | | (5,323 | ) | | | — | | | | — | | | | — | | | | (5,323 | ) |
Excess tax benefits on exercised stock options | | | 71 | | | | 17 | | | | 16 | | | | — | | | | 104 | |
Principal payments on capital lease obligations | | | — | | | | (817 | ) | | | (904 | ) | | | — | | | | (1,721 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 133,513 | | | | (238 | ) | | | (1,707 | ) | | | — | | | | 131,568 | |
| | | | | | | | | | | | | | | | | | | | |
Foreign exchange effect on cash and cash equivalents | | | 762 | | | | 16 | | | | (7,724 | ) | | | (42 | ) | | | (6,988 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 5,003 | | | | (14,955 | ) | | | 8,839 | | | | — | | | | (1,113 | ) |
Cash and cash equivalents, beginning of period | | | 3,623 | | | | 67,941 | | | | 256,782 | | | | — | | | | 328,346 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 8,626 | | | $ | 52,986 | | | $ | 265,621 | | | $ | — | | | $ | 327,233 | |