Guarantor Financial Information | (23) Guarantor Financial Information Our 7.25% senior notes due 2018, our 6.5% senior subordinated notes due 2020 and our 6.375% senior subordinated notes due 2023 are guaranteed, and before their redemption on October 1, 2015, our 8.625% senior subordinated notes due 2018 were guaranteed, by certain of our consolidated 100% 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, 2015 and December 31, 2014, the related statements of operations and comprehensive income (loss) for each of the three and nine months ended September 30, 2015 and 2014, respectively, and the statements of cash flows for the nine months ended September 30, 2015 and 2014, 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. Prior periods have been presented on a basis that is consistent with the current period, giving retrospective effect to the impact of discontinued operations. CONSOLIDATING STATEMENT OF OPERATIONS For the Three Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 227,939 $ 309,871 $ (67,406 ) $ 470,404 Services revenue — 115,829 12,512 — 128,341 Net product sales and services revenue — 343,768 322,383 (67,406 ) 598,745 License and royalty revenue — 3,246 4,648 (4,595 ) 3,299 Net revenue — 347,014 327,031 (72,001 ) 602,044 Cost of net product sales 2,090 124,853 175,836 (56,724 ) 246,055 Cost of services revenue 74 81,549 6,951 (8,771 ) 79,803 Cost of net product sales and services revenue 2,164 206,402 182,787 (65,495 ) 325,858 Cost of license and royalty revenue (19 ) 401 5,350 (4,595 ) 1,137 Cost of net revenue 2,145 206,803 188,137 (70,090 ) 326,995 Gross profit (loss) (2,145 ) 140,211 138,894 (1,911 ) 275,049 Operating expenses: Research and development 5,670 15,015 15,326 — 36,011 Sales and marketing 1,335 53,863 51,295 — 106,493 General and administrative 22,960 34,816 43,530 — 101,306 Impairment and (gain) loss on dispositions, net 150 85 1,839 — 2,074 Operating income (loss) (32,260 ) 36,432 26,904 (1,911 ) 29,165 Interest expense, including amortization of original issue discounts and deferred financing costs (51,705 ) (2,613 ) (4,999 ) 6,984 (52,333 ) Other income (expense), net 4,224 3,921 3,584 (6,984 ) 4,745 Income (loss) from continuing operations before provision (benefit) for income taxes (79,741 ) 37,740 25,489 (1,911 ) (18,423 ) Provision (benefit) for income taxes 78,041 (33,431 ) (63,534 ) — (18,924 ) Income (loss) from continuing operations before equity in earnings (losses) of subsidiaries and unconsolidated entities, net of tax (157,782 ) 71,171 89,023 (1,911 ) 501 Equity in earnings of subsidiaries, net of tax 163,647 — — (163,647 ) — Equity earnings (losses) of unconsolidated entities, net of tax (364 ) — 5,348 16 5,000 Net income 5,501 71,171 94,371 (165,542 ) 5,501 Less: Net loss attributable to non-controlling interests — — (61 ) — (61 ) Net income attributable to Alere Inc. and Subsidiaries 5,501 71,171 94,432 (165,542 ) 5,562 Preferred stock dividends (5,367 ) — — — (5,367 ) Net income (loss) available to common stockholders $ 134 $ 71,171 $ 94,432 $ (165,542 ) $ 195 CONSOLIDATING STATEMENT OF OPERATIONS For the Three Months Ended September 30, 2014 (in thousands) Issuer Guarantor Subsidiaries Non-Guarantor Eliminations Consolidated Net product sales $ — $ 214,585 $ 353,817 $ (60,777 ) $ 507,625 Services revenue — 122,045 15,358 — 137,403 Net product sales and services revenue — 336,630 369,175 (60,777 ) 645,028 License and royalty revenue — 2,993 3,663 (2,474 ) 4,182 Net revenue — 339,623 372,838 (63,251 ) 649,210 Cost of net product sales 912 118,241 204,983 (52,886 ) 271,250 Cost of services revenue 71 74,441 8,448 (7,858 ) 75,102 Cost of net product sales and services revenue 983 192,682 213,431 (60,744 ) 346,352 Cost of license and royalty revenue 28 55 3,627 (2,474 ) 1,236 Cost of net revenue 1,011 192,737 217,058 (63,218 ) 347,588 Gross profit (loss) (1,011 ) 146,886 155,780 (33 ) 301,622 Operating expenses: Research and development 7,256 15,318 16,152 — 38,726 Sales and marketing 1,265 54,422 67,073 — 122,760 General and administrative 33,549 30,323 40,922 — 104,794 Operating income (loss) (43,081 ) 46,823 31,633 (33 ) 35,342 Interest expense, including amortization of original issue discounts and deferred financing costs (51,589 ) (4,420 ) (4,512 ) 8,189 (52,332 ) Other income (expense), net 4,706 4,835 (9,438 ) (8,190 ) (8,087 ) Income (loss) from continuing operations before provision for income taxes (89,964 ) 47,238 17,683 (34 ) (25,077 ) Provision for income taxes 42,727 13,657 9,140 (35 ) 65,489 Income (loss) from continuing operations before equity in earnings of subsidiaries and unconsolidated entities, net of tax (132,691 ) 33,581 8,543 1 (90,566 ) Equity in earnings of subsidiaries, net of tax 49,642 210 — (49,852 ) — Equity earnings of unconsolidated entities, net of tax 560 — 5,779 (62 ) 6,277 Income (loss) from continuing operations (82,489 ) 33,791 14,322 (49,913 ) (84,289 ) Income (loss) from discontinued operations, net of tax (16,201 ) (20,615 ) 22,415 — (14,401 ) Net income (loss) (98,690 ) 13,176 36,737 (49,913 ) (98,690 ) Less: Net loss attributable to non-controlling interests — — (306 ) — (306 ) Net income (loss) attributable to Alere Inc. and Subsidiaries (98,690 ) 13,176 37,043 (49,913 ) (98,384 ) Preferred stock dividends (5,367 ) — — — (5,367 ) Net income (loss) available to common stockholders $ (104,057 ) $ 13,176 $ 37,043 $ (49,913 ) $ (103,751 ) CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net product sales $ — $ 657,751 $ 983,131 $ (194,045 ) $ 1,446,837 Services revenue — 338,869 39,956 — 378,825 Net product sales and services revenue — 996,620 1,023,087 (194,045 ) 1,825,662 License and royalty revenue — 9,676 14,721 (10,706 ) 13,691 Net revenue — 1,006,296 1,037,808 (204,751 ) 1,839,353 Cost of net product sales 2,923 358,983 550,081 (168,810 ) 743,177 Cost of services revenue 204 233,470 22,823 (24,360 ) 232,137 Cost of net product sales and services revenue 3,127 592,453 572,904 (193,170 ) 975,314 Cost of license and royalty revenue (40 ) 1,619 13,558 (10,706 ) 4,431 Cost of net revenue 3,087 594,072 586,462 (203,876 ) 979,745 Gross profit (loss) (3,087 ) 412,224 451,346 (875 ) 859,608 Operating expenses: Research and development 11,213 43,927 36,085 — 91,225 Sales and marketing 4,165 159,191 159,400 — 322,756 General and administrative 67,873 123,874 63,063 — 254,810 Impairment and (gain) loss on dispositions, net 81,051 (8,719 ) (29,924 ) — 42,408 Operating income (loss) (167,389 ) 93,951 222,722 (875 ) 148,409 Interest expense, including amortization of original issue discounts and deferred financing costs (156,889 ) (8,958 ) (13,744 ) 21,333 (158,258 ) Other income (expense), net 11,467 12,796 4,805 (21,333 ) 7,735 Income (loss) from continuing operations before provision (benefit) for income taxes (312,811 ) 97,789 213,783 (875 ) (2,114 ) Provision (benefit) for income taxes 41,068 (20,334 ) (31,051 ) 308 (10,009 ) Income (loss) from continuing operations before equity in earnings of subsidiaries and unconsolidated entities, net of tax (353,879 ) 118,123 244,834 (1,183 ) 7,895 Equity in earnings of subsidiaries, net of tax 369,200 — — (369,200 ) — Equity earnings of unconsolidated entities, net of tax 982 — 9,340 (2 ) 10,320 Income from continuing operations 16,303 118,123 254,174 (370,385 ) 18,215 Income (loss) from discontinued operations, net of tax 218,689 (1,912 ) — — 216,777 Net income 234,992 116,211 254,174 (370,385 ) 234,992 Less: Net income attributable to non-controlling interests — — 386 — 386 Net income attributable to Alere Inc. and Subsidiaries 234,992 116,211 253,788 (370,385 ) 234,606 Preferred stock dividends (15,926 ) — — — (15,926 ) Net income available to common stockholders $ 219,066 $ 116,211 $ 253,788 $ (370,385 ) $ 218,680 CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2014 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 623,208 $ 1,048,212 $ (172,118 ) $ 1,499,302 Services revenue — 355,132 51,415 — 406,547 Net product sales and services revenue — 978,340 1,099,627 (172,118 ) 1,905,849 License and royalty revenue — 10,312 14,683 (8,997 ) 15,998 Net revenue — 988,652 1,114,310 (181,115 ) 1,921,847 Cost of net product sales 2,291 348,701 591,778 (156,852 ) 785,918 Cost of services revenue 214 216,142 25,123 (20,123 ) 221,356 Cost of net product sales and services revenue 2,505 564,843 616,901 (176,975 ) 1,007,274 Cost of license and royalty revenue 28 194 12,675 (8,997 ) 3,900 Cost of net revenue 2,533 565,037 629,576 (185,972 ) 1,011,174 Gross profit (loss) (2,533 ) 423,615 484,734 4,857 910,673 Operating expenses: Research and development 20,034 45,753 49,068 — 114,855 Sales and marketing 6,329 175,536 209,740 — 391,605 General and administrative 78,257 112,850 147,879 — 338,986 Loss on disposition — 638 — — 638 Operating income (loss) (107,153 ) 88,838 78,047 4,857 64,589 Interest expense, including amortization of original issue discounts and deferred financing costs (154,232 ) (14,933 ) (13,646 ) 26,535 (156,276 ) Other income (expense), net 11,823 15,867 1,068 (26,594 ) 2,164 Income (loss) from continuing operations before provision (benefit) for income taxes (249,562 ) 89,772 65,469 4,798 (89,523 ) Provision (benefit) for income taxes (2,566 ) 42,896 27,319 1,624 69,273 Income (loss) from continuing operations before equity in earnings of subsidiaries and unconsolidated entities, net of tax (246,996 ) 46,876 38,150 3,174 (158,796 ) Equity in earnings of subsidiaries, net of tax 97,307 442 — (97,749 ) — Equity earnings of unconsolidated entities, net of tax 1,387 — 12,516 (187 ) 13,716 Income (loss) from continuing operations (148,302 ) 47,318 50,666 (94,762 ) (145,080 ) Income (loss) from discontinued operations, net of tax (860 ) (26,418 ) 23,196 — (4,082 ) Net income (loss) (149,162 ) 20,900 73,862 (94,762 ) (149,162 ) Less: Net loss attributable to non-controlling interests — — (136 ) — (136 ) Net income (loss) attributable to Alere Inc. and Subsidiaries (149,162 ) 20,900 73,998 (94,762 ) (149,026 ) Preferred stock dividends (15,926 ) — — — (15,926 ) Net income (loss) available to common stockholders $ (165,088 ) $ 20,900 $ 73,998 $ (94,762 ) $ (164,952 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non - Eliminations Consolidated Net income $ 5,501 $ 71,171 $ 94,371 $ (165,542 ) $ 5,501 Other comprehensive loss, before tax: Changes in cumulative translation adjustment (748 ) (570 ) (87,314 ) (180 ) (88,812 ) Minimum pension liability adjustment — — 419 — 419 Other comprehensive loss, before tax (748 ) (570 ) (86,895 ) (180 ) (88,393 ) Income tax benefit related to items of other comprehensive income — — — — — Other comprehensive loss, net of tax (748 ) (570 ) (86,895 ) (180 ) (88,393 ) Comprehensive income 4,753 70,601 7,476 (165,722 ) (82,892 ) Less: Comprehensive loss attributable to non-controlling interests — — (61 ) — (61 ) Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ 4,753 $ 70,601 $ 7,537 $ (165,722 ) $ (82,831 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended September 30, 2014 (in thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (98,690 ) $ 13,176 $ 36,737 $ (49,913 ) $ (98,690 ) Other comprehensive income, before tax: Changes in cumulative translation adjustment (383 ) (104 ) (95,936 ) (2 ) (96,425 ) Unrealized gains on hedging instruments — — 7 — 7 Minimum pension liability adjustment — — 481 — 481 Other comprehensive income, before tax (383 ) (104 ) (95,448 ) (2 ) (95,937 ) Income tax provision (benefit) related to items of other comprehensive loss — — — — — Other comprehensive income, net of tax (383 ) (104 ) (95,448 ) (2 ) (95,937 ) Comprehensive income (loss) (99,073 ) 13,072 (58,711 ) (49,915 ) (194,627 ) Less: Comprehensive loss attributable to non-controlling interests — — (306 ) — (306 ) Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (99,073 ) $ 13,072 $ (58,405 ) $ (49,915 ) $ (194,321 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non - Eliminations Consolidated Net income $ 234,992 $ 116,211 $ 254,174 $ (370,385 ) $ 234,992 Other comprehensive loss, before tax: Changes in cumulative translation adjustment (1,208 ) (453 ) (120,587 ) (180 ) (122,428 ) Minimum pension liability adjustment — — (1,337 ) — (1,337 ) Other comprehensive loss, before tax (1,208 ) (453 ) (121,924 ) (180 ) (123,765 ) Income tax benefit related to items of other comprehensive income (loss) — — — — — Other comprehensive loss, net of tax (1,208 ) (453 ) (121,924 ) (180 ) (123,765 ) Comprehensive income 233,784 115,758 132,250 (370,565 ) 111,227 Less: Comprehensive income attributable to non-controlling interests — — 386 — 386 Comprehensive income attributable to Alere Inc. and Subsidiaries $ 233,784 $ 115,758 $ 131,864 $ (370,565 ) $ 110,841 CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended September 30, 2014 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net income (loss) $ (149,162 ) $ 20,900 $ 73,862 $ (94,762 ) $ (149,162 ) Other comprehensive income (loss), before tax: Changes in cumulative translation adjustment (137 ) (178 ) (69,633 ) (2 ) (69,950 ) Unrealized losses on available for sale securities — (17 ) — — (17 ) Unrealized gains on hedging instruments — — 21 — 21 Minimum pension liability adjustment — — 468 — 468 Other comprehensive income (loss), before tax (137 ) (195 ) (69,144 ) (2 ) (69,478 ) Income tax benefit related to items of other comprehensive loss — — — — — Other comprehensive income (loss), net of tax (137 ) (195 ) (69,144 ) (2 ) (69,478 ) Comprehensive income (loss) (149,299 ) 20,705 4,718 (94,764 ) (218,640 ) Less: Comprehensive loss attributable to non-controlling interests — — (136 ) — (136 ) Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (149,299 ) $ 20,705 $ 4,854 $ (94,764 ) $ (218,504 ) CONSOLIDATING BALANCE SHEET September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 142,996 $ 7,649 $ 328,736 $ — $ 479,381 Restricted cash 426,170 — 4,651 — 430,821 Marketable securities — 157 — — 157 Accounts receivable, net of allowances — 205,533 246,833 — 452,366 Inventories, net — 194,697 190,143 (22,614 ) 362,226 Deferred tax assets (39,530 ) 31,285 25,788 (2,119 ) 15,424 Prepaid expenses and other current assets 7,824 31,605 74,901 6,693 121,023 Assets held for sale — current — — 25,312 — 25,312 Intercompany receivables 642,439 762,656 81,594 (1,486,689 ) — Total current assets 1,179,899 1,233,582 977,958 (1,504,729 ) 1,886,710 Property, plant and equipment, net 31,011 229,347 185,403 (446 ) 445,315 Goodwill — 1,824,191 1,018,730 — 2,842,921 Other intangible assets with indefinite lives — 7,662 21,141 (59 ) 28,744 Finite-lived intangible assets, net 3,072 656,064 393,813 — 1,052,949 Restricted cash — — 44,148 — 44,148 Deferred financing costs, net and other non-current assets 44,098 3,716 15,734 (269 ) 63,279 Investments in subsidiaries 3,439,664 179,542 59,431 (3,678,637 ) — Investments in unconsolidated entities 503 14,765 44,640 13,974 73,882 Deferred tax assets — — 7,632 — 7,632 Non-current income tax receivable 2,537 — — — 2,537 Assets held for sale — non-current 13,013 — 113,035 — 126,048 Intercompany notes receivables 2,030,141 676,485 4,967 (2,711,593 ) — Total assets $ 6,743,938 $ 4,825,354 $ 2,886,632 $ (7,881,759 ) $ 6,574,165 LIABILITIES AND EQUITY Current liabilities: Short-term debt and current portion of long-term debt $ 601,712 $ — $ 2,380 $ — $ 604,092 Current portion of capital lease obligations — 1,404 2,101 — 3,505 Accounts payable 14,000 87,659 92,587 — 194,246 Accrued expenses and other current liabilities (394,578 ) 612,572 95,013 2,329 315,336 Liabilities related to assets held for sale — current — — 8,836 — 8,836 Intercompany payables 1,042,991 263,528 180,170 (1,486,689 ) — Total current liabilities 1,264,125 965,163 381,087 (1,484,360 ) 1,126,015 Long-term liabilities: Long-term debt, net of current portion 2,940,664 — 46,994 — 2,987,658 Capital lease obligations, net of current portion — 2,001 4,269 — 6,270 Deferred tax liabilities (70,862 ) 214,277 63,954 82 207,451 Other long-term liabilities 37,984 62,242 35,243 (269 ) 135,200 Liabilities related to assets held for sale — non-current — — 9,603 — 9,603 Intercompany notes payables 474,591 1,189,716 1,047,286 (2,711,593 ) — Total long-term liabilities 3,382,377 1,468,236 1,207,349 (2,711,780 ) 3,346,182 Total stockholders’ equity 2,097,436 2,391,955 1,293,664 (3,685,619 ) 2,097,436 Non-controlling interests — — 4,532 — 4,532 Total equity 2,097,436 2,391,955 1,298,196 (3,685,619 ) 2,101,968 Total liabilities and equity $ 6,743,938 $ 4,825,354 $ 2,886,632 $ (7,881,759 ) $ 6,574,165 CONSOLIDATING BALANCE SHEET December 31, 2014 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 2,149 $ 69,154 $ 307,158 $ — $ 378,461 Restricted cash 5,012 — 32,559 — 37,571 Marketable securities — 259 — — 259 Accounts receivable, net of allowances — 192,775 273,331 — 466,106 Inventories, net — 191,323 195,606 (21,764 ) 365,165 Deferred tax assets 36,347 44,961 31,265 — 112,573 Prepaid expenses and other current assets 9,800 31,410 88,695 2,508 132,413 Assets held for sale – current 1,361 284,369 29,785 — 315,515 Intercompany receivables 404,990 888,688 55,923 (1,349,601 ) — Total current assets 459,659 1,702,939 1,014,322 (1,368,857 ) 1,808,063 Property, plant and equipment, net 30,547 218,613 204,188 222 453,570 Goodwill — 1,795,663 1,131,003 — 2,926,666 Other intangible assets with indefinite lives — 9,287 34,422 (58 ) 43,651 Finite-lived intangible assets, net 6,104 742,760 527,580 — 1,276,444 Deferred financing costs, net and other non-current assets 40,992 5,334 21,541 (35 ) 67,832 Investments in subsidiaries 3,740,004 179,315 58,067 (3,977,386 ) — Investments in unconsolidated entities 13,987 14,765 49,608 13,333 91,693 Deferred tax assets — — 8,569 — 8,569 Non-current income tax receivable 2,468 — — — 2,468 Intercompany notes receivables 2,028,701 649,444 46,676 (2,724,821 ) — Total assets $ 6,322,462 $ 5,318,120 $ 3,095,976 $ (8,057,602 ) $ 6,678,956 LIABILITIES AND EQUITY Current liabilities: Short-term debt and current portion of long-term debt $ 61,700 $ 2 $ 27,173 $ — $ 88,875 Current portion of capital lease obligations — 1,045 3,196 — 4,241 Accounts payable 21,402 81,741 110,449 — 213,592 Accrued expenses and other current liabilities (536,286 ) 663,221 248,604 (45 ) 375,494 Liabilities related to assets held for sale – current 1,094 77,749 — — 78,843 Intercompany payables 902,576 198,788 248,237 (1,349,601 ) — Total current liabilities 450,486 1,022,546 637,659 (1,349,646 ) 761,045 Long-term liabilities: Long-term debt, net of current portion 3,615,759 — 5,626 — 3,621,385 Capital lease obligations, net of current portion — 4,097 6,463 — 10,560 Deferred tax liabilities (107,844 ) 252,944 69,457 82 214,639 Other long-term liabilities 42,762 46,865 71,988 (33 ) 161,582 Intercompany notes payables 415,700 1,276,245 1,032,876 (2,724,821 ) — Total long-term liabilities 3,966,377 1,580,151 1,186,410 (2,724,772 ) 4,008,166 Total stockholders’ equity 1,905,599 2,715,423 1,267,761 (3,983,184 ) 1,905,599 Non-controlling interests — — 4,146 — 4,146 Total equity 1,905,599 2,715,423 1,271,907 (3,983,184 ) 1,909,745 Total liabilities and equity $ 6,322,462 $ 5,318,120 $ 3,095,976 $ (8,057,602 ) $ 6,678,956 CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 234,992 $ 116,211 $ 254,174 $ (370,385 ) $ 234,992 Income (loss) from discontinued operations, net of tax 218,689 (1,912 ) — — 216,777 Income from continuing operations 16,303 118,123 254,174 (370,385 ) 18,215 Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries, net of tax (369,200 ) — — 369,200 — Non-cash interest expense, including amortization of original issue discounts and deferred financing costs 10,542 19 66 — 10,627 Depreciation and amortization 7,891 128,363 97,250 7 233,511 Non-cash stock-based compensation expense 10,600 4,251 4,745 — 19,596 Impairment of inventory — 133 68 — 201 Impairment of long-lived assets — 64 314 — 378 Loss on sale of fixed assets — 2,768 505 — 3,273 Equity earnings of unconsolidated entities, net of tax (982 ) — (9,340 ) 2 (10,320 ) Deferred income taxes (8,686 ) (30,699 ) (7,794 ) 439 (46,740 ) Loss related to impairment and net (gain) loss on dispositions 81,051 (8,804 ) (29,924 ) — 42,323 Loss on extinguishment of debt 3,480 — — — 3,480 Other non-cash items (376 ) (1,054 ) (3,358 ) 3 (4,785 ) Non-cash change in fair value of contingent purchase price consideration (33,667 ) 16,616 (34,860 ) — (51,911 ) Changes in assets and liabilities, net of acquisitions: Accounts receivable, net — (11,370 ) 101 — (11,269 ) Inventories, net — (31,079 ) (27,909 ) 207 (58,781 ) Prepaid expenses and other current assets 3,098 (28,016 ) 4,917 5,048 (14,953 ) Accounts payable (7,435 ) 777 (9,342 ) — (16,000 ) Accrued expenses and other current liabilities 111,628 33,995 (103,572 ) (6,859 ) 35,192 Other non-current liabilities (16,364 ) 740 5,389 1,445 (8,790 ) Cash paid for contingent purchase price consideration (6,302 ) — (13 ) — (6,315 ) Intercompany payable (receivable) 334,642 (246,828 ) (87,992 ) 178 — Net cash provided by (used in) continuing operations 136,223 (52,001 ) 53,425 (715 ) 136,932 Net cash provided by discontinued operations — 318 — — 318 Net cash provided by (used in) operating activities 136,223 (51,683 ) 53,425 (715 ) 137,250 Cash Flows from Investing Activities: Increase in restricted cash (421,157 ) — (17,608 ) — (438,765 ) Purchases of property, plant and equipment (7,514 ) (25,915 ) (36,093 ) 1,575 (67,947 ) Proceeds from sale of property, plant and equipment — 846 1,554 (914 ) 1,486 Cash received from (used in) disposition, net of cash divested 593,066 (8,722 ) 2,281 — 586,625 Cash paid for business acquisitions, net of cash acquired (60,135 ) — — — (60,135 ) Cash received from sales of (paid for purchase of) marketable securities — 103 (4 ) — 99 Cash received from equity method investments 2,205 — 12,092 — 14,297 (Increase) decrease in other assets 368 497 (219 ) 235 881 Net cash provided by (used in) continuing operations 106,833 (33,191 ) (37,997 ) 896 36,541 Net cash used in discontinued operations — (209 ) — — (209 ) Net cash provided by (used in) investing activities 106,833 (33,400 ) (37,997 ) 896 36,332 Cash Flows from Financing Activities: Cash paid for financing costs (15,836 ) — (217 ) — (16,053 ) Cash paid for contingent purchase price consideration (13,640 ) — (439 ) — (14,079 ) Cash paid for dividends (15,970 ) — — — (15,970 ) Proceeds from issuance of common stock, net of issuance costs 76,457 — — — 76,457 Proceeds from issuance of long-term debt 2,119,125 — 42,897 — 2,162,022 Payments on short-term debt — — (25,584 ) — (25,584 ) Payments on long-term debt (2,128,625 ) — (540 ) — (2,129,165 ) Net proceeds (payments) under revolving credit facilities (127,000 ) — 397 — (126,603 ) Excess tax benefits on exercised stock options 3,264 2,531 307 — 6,102 Principal payments on capital lease obligations — (1,876 ) (2,463 ) — (4,339 ) Net cash provided by (used in) continuing operations (102,225 ) 655 14,358 — (87,212 ) Net cash used in discontinued operations — (76 ) — — (76 ) Net cash provided by (used in) financing activities (102,225 ) 579 14,358 — (87,288 ) Foreign exchange effect on cash and cash equivalents 16 (301 ) (8,208 ) (181 ) (8,674 ) Net increase (decrease) in cash and cash equivalents 140,847 (84,805 ) 21,578 — 77,620 Cash and cash equivalents, beginning of period — continuing operations 2,149 69,154 307,158 — 378,461 Cash and cash equivalents, beginning of period — discontinued operations — 23,300 — — 23,300 Cash and cash equivalents of continuing operations, end of period $ 142,996 $ 7,649 $ 328,736 $ — $ 479,381 CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2014 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ (149,162 ) $ 20,900 $ 73,862 $ (94,762 ) $ (149,162 ) Income (loss) from discontinued operations, net of tax (860 ) (26,418 ) 23,196 — (4,082 ) Income (loss) from continuing operations (148,302 ) 47,318 50,666 (94,762 ) (145,080 ) Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities: Equity in earnings of subsidiaries, net of tax (97,307 ) (442 ) — 97,749 — Tax benefit related to discontinued operations.. — 9,594 — — 9,594 Non-cash interest expense, including amortization of original issue discounts and deferred financing costs 11,575 32 217 — 11,824 Depreciation and amortization 4,417 132,134 114,218 (6 ) 250,763 Non-cash stock-based compensation expense 1,629 3,463 2,659 — 7,751 Impairment of inventory — — 1,536 — 1,536 Impairment of long-lived assets 1,573 (446 ) 5,739 — 6,866 Loss on sale of fixed assets — 4,078 601 — 4,679 Equity earnings of unconsolidated entities, net of tax (1,387 ) — (12,516 ) 187 (13,716 ) Deferred income taxes 28,030 (12,863 ) (7,320 ) 1,710 9,557 Net loss on dispositions — 638 — — 638 Other non-cash items (988 ) 2,845 1,826 — 3,683 Non-cash change in fair value of contingent purchase price consideration 3,326 9,903 3,813 — 17,042 Changes in assets and liabilities, net of acquisitions: Accounts receivable, net — (10,136 ) 22,779 — 12,643 Inventories, net — (22,521 ) (3,495 ) (4,430 ) (30,446 ) Prepaid expenses and other current assets 503,712 (444,782 ) (65,138 ) (2,438 ) (8,646 ) Accounts payable 2,637 25,738 10,312 — 38,687 Accrued expenses and other current liabilities (535,345 ) 482,572 46,020 (1,748 ) (8,501 ) Other non-current liabilities 23,922 2,392 2,806 4,101 33,221 Cash paid for contingent purchase price consideration (20,966 ) — (112 ) — (21,078 ) Intercompany payable (receivable) 277,206 (197,561 ) (79,645 ) — — Net cash provided by continuing operations 53,732 31,956 94,966 363 181,017 Net cash provided by discontinued operations 7,881 26,474 62 — 34,417 Net cash provided by operating activities 61,613 58,430 95,028 363 215,434 Cash Flows from Investing Activities: (Increase) decrease in restricted cash 135 (100 ) (3,262 ) — (3,227 ) Purchases of property, plant and equipment (16,611 ) (29,141 ) (29,805 ) 2,522 (73,035 ) Proceeds from sale of property, plant and equipment 268 778 2,853 (2,755 ) 1,144 Cash received from disposition, net of cash divested — 1,081 4,373 — 5,454 Cash paid for business acquisitions, net of cash acquired (75 ) — — — (75 ) Cash received from sales of marketable securities — 43 4 — 47 Cash received from (paid for) investments 477 (278 ) (1 ) — 198 Proceeds from sale of equity investment — — 9,526 — 9,526 (Increase) decrease in other assets (104 ) 140 931 57 1,024 Net cash used in continuing operations (15,910 ) (27,477 ) (15,381 ) (176 ) (58,944 ) Net cash used in discontinued operations — (8,853 ) — — (8,853 ) Net cash used in investing activities (15,910 ) (36,330 ) (15,381 ) (176 ) (67,797 ) Cash Flows from Financing Activities: Cash paid for financing costs (5 ) — — — (5 ) Cash paid for contingent purchase price consideration (23,285 ) — (323 ) — (23,608 ) Cash paid for dividends (15,970 ) — — — (15,970 ) Proceeds from issuance of common stock, net of issuance costs 35,593 — — — 35,593 Proceeds from issuance of short-term debt — — 806 — 806 Proceeds from issuance of long-term debt — — 41 — 41 Payments on long-term debt (45,000 ) (223 ) (2,079 ) — (47,302 ) Net proceeds under revolving credit facilities — — 498 — 498 Excess tax benefits on exercised stock options 65 282 68 — 415 Principal payments on capital lease obligations — (2,246 ) (2,393 ) — (4,639 ) Net cash used in continuing operations (48,602 ) (2,187 ) (3,382 ) — (54,171 ) Net cash used in discontinued operations (579 ) (496 ) — — (1,075 ) Net cash used in financing activities (49,181 ) (2,683 ) (3,382 ) — (55,246 ) Foreign exchange effect on cash and cash equivalents 146 (179 ) (9,225 ) (187 ) (9,445 ) Net increase (decrease) in cash and cash equivalents (3,332 ) 19,238 67,040 — 82,946 Cash and cash equivalents, beginning of period-continuing operations 14,801 78,976 261,654 — 355,431 Cash and cash equivalents, beginning of period-discontinued operations — 6,476 1 — 6,477 Cash and cash equivalents, end of period 11,469 104,690 328,695 — 444,854 Less: Cash and cash equivalents of discontinued operations, end of period.. — 13,502 1 — 13,503 Cash and cash equivalents of continuing operations at end of period $ 11,469 $ 91,188 $ 328,694 $ — $ 431,351 |