Guarantor Financial Information | (20) Guarantor Financial Information Our 7.25% senior notes, our 6.5% senior subordinated notes and our 6.375% senior subordinated notes are 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 March 31, 2017 and December 31, 2016, the related statements of operations, statements of comprehensive income (loss) and statements of cash flows for the three months ended March 31, 2017 and 2016, respectively, for Alere Inc., the Guarantor Subsidiaries and our other subsidiaries, or the Non-Guarantor Non-Guarantor 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. The quantitative impacts of the Restatement on the guarantor financial information are included in Note 29 to the consolidated financial statements in the Annual Report on Form 10-K CONSOLIDATING STATEMENT OF OPERATIONS For the Three Months Ended March 31, 2017 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 263,294 $ 272,910 $ (72,759 ) $ 463,445 Services revenue — 109,531 12,598 — 122,129 Net product sales and services revenue — 372,825 285,508 (72,759 ) 585,574 License and royalty revenue — 3,730 854 (1,942 ) 2,642 Net revenue — 376,555 286,362 (74,701 ) 588,216 Cost of net product sales 1,139 131,757 161,862 (64,927 ) 229,831 Cost of services revenue 45 76,484 7,588 (8,218 ) 75,899 Cost of net product sales and services revenue 1,184 208,241 169,450 (73,145 ) 305,730 Cost of license and royalty revenue — — 2,702 (1,942 ) 760 Cost of net revenue 1,184 208,241 172,152 (75,087 ) 306,490 Gross profit (loss) (1,184 ) 168,314 114,210 386 281,726 Operating expenses: Research and development 1,220 17,890 7,174 — 26,284 Sales and marketing 1,925 48,344 43,922 — 94,191 General and administrative 94,300 34,522 37,764 (313 ) 166,273 Impairment and (gain) loss on dispositions, net — — — — — Operating income (loss) (98,629 ) 67,558 25,350 699 (5,022 ) Interest expense, including amortization of original issue discounts and deferred financing costs (42,961 ) (1,877 ) (2,278 ) 3,933 (43,183 ) Other income (expense), net 2,577 1,552 (2,711 ) (3,934 ) (2,516 ) Income (loss) before provision for income taxes (139,013 ) 67,233 20,361 698 (50,721 ) Provision for income taxes 13,547 — 5,062 — 18,609 Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax (152,560 ) 67,233 15,299 698 (69,330 ) Equity in earnings of subsidiaries, net of tax 88,202 — — (88,202 ) — Equity earnings of unconsolidated entities, net of tax 229 — 4,972 — 5,201 Net income (loss) (64,129 ) 67,233 20,271 (87,504 ) (64,129 ) Less: Net income attributable to non-controlling — — 183 — 183 Net income (loss) attributable to Alere Inc. and Subsidiaries (64,129 ) 67,233 20,088 (87,504 ) (64,312 ) Preferred stock dividends (5,250 ) — — — (5,250 ) Net income (loss) available to common stockholders $ (69,379 ) $ 67,233 $ 20,088 $ (87,504 ) $ (69,562 ) CONSOLIDATING STATEMENT OF OPERATIONS For the Three Months Ended March 31, 2016 (As Restated) (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 224,380 $ 305,568 $ (61,446 ) $ 468,502 Services revenue — 104,484 11,225 — 115,709 Net product sales and services revenue — 328,864 316,793 (61,446 ) 584,211 License and royalty revenue — 2,920 2,558 (2,749 ) 2,729 Net revenue — 331,784 319,351 (64,195 ) 586,940 Cost of net product sales 114 124,758 169,845 (53,393 ) 241,324 Cost of services revenue — 72,495 8,040 (7,435 ) 73,100 Cost of net product sales and services revenue 114 197,253 177,885 (60,828 ) 314,424 Cost of license and royalty revenue — 17 4,123 (2,749 ) 1,391 Cost of net revenue 114 197,270 182,008 (63,577 ) 315,815 Gross profit (loss) (114 ) 134,514 137,343 (618 ) 271,125 Operating expenses: Research and development 4,134 14,459 8,469 — 27,062 Sales and marketing 1,336 54,465 44,839 — 100,640 General and administrative 44,615 33,186 37,155 — 114,956 Impairment and (gain) loss on dispositions, net — — (3,810 ) — (3,810 ) Operating income (loss) (50,199 ) 32,404 50,690 (618 ) 32,277 Interest expense, including amortization of original issue discounts and deferred financing costs (41,087 ) (2,652 ) (3,067 ) 4,700 (42,106 ) Other income (expense), net 1,988 2,502 (1,139 ) (4,700 ) (1,349 ) Income (loss) before provision (benefit) for income taxes (89,298 ) 32,254 46,484 (618 ) (11,178 ) Provision (benefit) for income taxes (54 ) 250 (368 ) — (172 ) Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax (89,244 ) 32,004 46,852 (618 ) (11,006 ) Equity in earnings of subsidiaries, net of tax 82,591 — — (82,591 ) — Equity earnings of unconsolidated entities, net of tax 681 — 4,581 (228 ) 5,034 Net income (loss) (5,972 ) 32,004 51,433 (83,437 ) (5,972 ) Less: Net income attributable to non-controlling — — 103 — 103 Net income (loss) attributable to Alere Inc. and Subsidiaries (5,972 ) 32,004 51,330 (83,437 ) (6,075 ) Preferred stock dividends (5,309 ) — — — (5,309 ) Net income (loss) available to common stockholders $ (11,281 ) $ 32,004 $ 51,330 $ (83,437 ) $ (11,384 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended March 31, 2017 (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ (64,129 ) $ 67,233 $ 20,271 $ (87,504 ) $ (64,129 ) Other comprehensive income (loss), before tax: Changes in cumulative translation adjustment 27 164 53,180 (41 ) 53,330 Minimum pension liability adjustment — — (71 ) — (71 ) Other comprehensive income, before tax 27 164 53,109 (41 ) 53,259 Other comprehensive income 27 164 53,109 (41 ) 53,259 Comprehensive income (loss) (64,102 ) 67,397 73,380 (87,545 ) (10,870 ) Less: Comprehensive income attributable to non-controlling — — 183 — 183 Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (64,102 ) $ 67,397 $ 73,197 $ (87,545 ) $ (11,053 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended March 31, 2016 (As Restated) (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ (5,972 ) $ 32,004 $ 51,433 $ (83,437 ) $ (5,972 ) Other comprehensive income (loss), before tax: Changes in cumulative translation adjustment 115 (129 ) 22,207 — 22,193 Minimum pension liability adjustment — — 155 — 155 Other comprehensive income (loss), before tax 115 (129 ) 22,362 — 22,348 Other comprehensive income (loss) 115 (129 ) 22,362 — 22,348 Comprehensive income (loss) (5,857 ) 31,875 73,795 (83,437 ) 16,376 Less: Comprehensive income attributable to non-controlling — — 103 — 103 Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (5,857 ) $ 31,875 $ 73,692 $ (83,437 ) $ 16,273 CONSOLIDATING BALANCE SHEET March 31, 2017 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 215,718 $ 4,168 $ 381,586 $ — $ 601,472 Restricted cash 814 — 52,329 — 53,143 Marketable securities — 83 457 — 540 Accounts receivable, net of allowances — 182,775 204,912 — 387,687 Inventories, net — 162,740 183,813 (24,080 ) 322,473 Prepaid expenses and other current assets 21,817 23,570 67,839 4,602 117,828 Intercompany receivables 383,305 1,106,663 110,136 (1,600,104 ) — Total current assets 621,654 1,479,999 1,001,072 (1,619,582 ) 1,483,143 Property, plant and equipment, net 23,061 241,058 180,798 (5,115 ) 439,802 Goodwill — 1,823,446 957,654 — 2,781,100 Other intangible assets with indefinite lives — 7,472 14,705 (59 ) 22,118 Finite-lived intangible assets, net 2,362 487,478 298,425 (3,200 ) 785,065 Restricted cash — — 2,355 — 2,355 Other non-current 463 1,739 12,946 (808 ) 14,340 Investments in subsidiaries 3,554,484 158,631 57,651 (3,770,766 ) — Investments in unconsolidated entities 875 14,765 47,932 15,655 79,227 Deferred tax assets — — 59,811 (37,336 ) 22,475 Non-current 4,580 — 39,664 — 44,244 Intercompany notes receivables 1,677,641 633,767 3,000 (2,314,408 ) — Total assets $ 5,885,120 $ 4,848,355 $ 2,676,013 $ (7,735,619 ) $ 5,673,869 LIABILITIES AND EQUITY Current liabilities: Short-term debt and current portion of long-term debt $ 40,073 $ 4 $ 42,429 $ — $ 82,506 Current portion of capital lease obligations — 1,433 1,468 — 2,901 Accounts payable 56,545 77,416 77,469 — 211,430 Accrued expenses and other current liabilities 146,351 133,109 171,964 (34,977 ) 416,447 Intercompany payables 505,213 860,907 233,912 (1,600,032 ) — Total current liabilities 748,182 1,072,869 527,242 (1,635,009 ) 713,284 Long-term liabilities: Long-term debt, net of current portion 2,847,092 — 5,234 — 2,852,326 Capital lease obligations, net of current portion — 1,732 4,942 — 6,674 Deferred tax liabilities — 61,928 58,817 81 120,826 Other long-term liabilities 94,324 44,941 21,679 (808 ) 160,136 Intercompany notes payables 379,701 1,188,611 746,096 (2,314,408 ) — Total long-term liabilities 3,321,117 1,297,212 836,768 (2,315,135 ) 3,139,962 Total stockholders’ equity 1,815,821 2,478,274 1,307,201 (3,785,475 ) 1,815,821 Non-controlling — — 4,802 — 4,802 Total equity 1,815,821 2,478,274 1,312,003 (3,785,475 ) 1,820,623 Total liabilities and equity $ 5,885,120 $ 4,848,355 $ 2,676,013 $ (7,735,619 ) $ 5,673,869 CONSOLIDATING BALANCE SHEET December 31, 2016 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 167,639 $ 3,161 $ 396,415 $ — $ 567,215 Restricted cash 1,337 — 50,213 — 51,550 Marketable securities — 76 — — 76 Accounts receivable, net of allowances — 186,067 227,468 — 413,535 Inventories, net — 168,736 163,967 (23,783 ) 308,920 Prepaid expenses and other current assets 15,983 22,318 68,748 11,558 118,607 Intercompany receivables 390,328 1,008,767 204,587 (1,603,682 ) — Total current assets 575,287 1,389,125 1,111,398 (1,615,907 ) 1,459,903 Property, plant and equipment, net 25,525 243,755 176,618 (4,708 ) 441,190 Goodwill — 1,822,290 937,076 — 2,759,366 Other intangible assets with indefinite lives — 7,457 19,765 (58 ) 27,164 Finite-lived intangible assets, net 2,490 507,060 299,227 (3,200 ) 805,577 Restricted cash — — 2,171 — 2,171 Other non-current 509 2,267 13,060 (870 ) 14,966 Investments in subsidiaries 3,409,001 158,195 57,650 (3,624,846 ) — Investments in unconsolidated entities 684 14,765 42,523 14,253 72,225 Deferred tax assets — — 57,819 (37,336 ) 20,483 Non-current 4,580 — 40,654 — 45,234 Intercompany notes receivables 1,757,723 709,965 744 (2,468,432 ) — Total assets $ 5,775,799 $ 4,854,879 $ 2,758,705 $ (7,741,104 ) $ 5,648,279 LIABILITIES AND EQUITY Current liabilities: Short-term debt and current portion of long-term debt $ 40,072 $ — $ 42,298 $ — $ 82,370 Current portion of capital lease obligations — 1,560 1,504 — 3,064 Accounts payable 35,591 78,981 81,307 — 195,879 Accrued expenses and other current liabilities 65,582 133,506 223,778 (28,023 ) 394,843 Intercompany payables 485,573 859,924 258,154 (1,603,651 ) — Total current liabilities 626,818 1,073,971 607,041 (1,631,674 ) 676,156 Long-term liabilities: Long-term debt, net of current portion 2,852,978 — 5,227 — 2,858,205 Capital lease obligations, net of current portion — 2,029 5,192 — 7,221 Deferred tax liabilities — 51,314 67,702 82 119,098 Other long-term liabilities 91,042 44,563 21,257 (870 ) 155,992 Intercompany notes payables 377,969 1,274,419 816,044 (2,468,432 ) — Total long-term liabilities 3,321,989 1,372,325 915,422 (2,469,220 ) 3,140,516 Total stockholders’ equity 1,826,992 2,408,583 1,231,627 (3,640,210 ) 1,826,992 Non-controlling — — 4,615 — 4,615 Total equity 1,826,992 2,408,583 1,236,242 (3,640,210 ) 1,831,607 Total liabilities and equity $ 5,775,799 $ 4,854,879 $ 2,758,705 $ (7,741,104 ) $ 5,648,279 CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2017 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ (64,129 ) $ 67,233 $ 20,271 $ (87,504 ) $ (64,129 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries, net of tax (88,202 ) — — 88,202 — Non-cash 4,251 1 29 — 4,281 Depreciation and amortization 2,390 37,398 21,384 (238 ) 60,934 Non-cash 6,241 1,857 2,265 — 10,363 Impairment of long-lived assets — (342 ) — — (342 ) Loss on sales of fixed assets — 2,222 119 — 2,341 Equity earnings of unconsolidated entities, net of tax (229 ) — (4,972 ) — (5,201 ) Deferred income taxes 2,252 — (5,629 ) — (3,377 ) Other non-cash 286 102 1,172 4 1,564 Non-cash — 759 (270 ) — 489 Changes in assets and liabilities, net of acquisitions: Accounts receivable, net — 3,815 29,290 — 33,105 Inventories, net — (3,207 ) (15,605 ) (460 ) (19,272 ) Prepaid expenses and other current assets (5,982 ) (1,409 ) 4,186 6,955 3,750 Accounts payable 21,415 (1,170 ) (6,882 ) — 13,363 Accrued expenses and other current liabilities 78,365 494 (54,191 ) (6,954 ) 17,714 Other non-current 921 9,665 (4,934 ) — 5,652 Cash paid for contingent consideration — (159 ) — — (159 ) Intercompany payable (receivable) 111,553 (109,644 ) (2,158 ) 249 — Net cash provided by (used in) operating activities 69,132 7,615 (15,925 ) 254 61,076 Cash Flows from Investing Activities: (Increase) decrease in restricted cash 523 — (1,968 ) — (1,445 ) Purchases of property, plant and equipment (624 ) (5,143 ) (4,942 ) 310 (10,399 ) Proceeds from sale of property, plant and equipment — 3 446 (310 ) 139 Cash paid for business acquisitions, net of cash acquired (3,100 ) 40 — — (3,060 ) Cash received from sales of marketable securities — (7 ) — — (7 ) Cash paid for equity investments (191 ) — (41 ) — (232 ) Proceeds from sale of equity investments 229 — — — 229 Decrease in other assets 47 4 31 — 82 Net cash provided by (used in) investing activities (3,116 ) (5,103 ) (6,474 ) — (14,693 ) Cash Flows from Financing Activities: Cash paid for contingent consideration — — (128 ) — (128 ) Proceeds from issuance of common stock, net of issuance costs 496 — — — 496 Payments on long-term debt (10,018 ) — (140 ) — (10,158 ) Net proceeds (payments) under revolving credit facilities — — 48 — 48 Cash paid for dividends (5,323 ) — — — (5,323 ) Cash paid for employee taxes related to shares withheld (3,092 ) (1,095 ) (1,414 ) — (5,601 ) Principal payments on capital lease obligations — (424 ) (428 ) — (852 ) Net cash used in financing activities (17,937 ) (1,519 ) (2,062 ) — (21,518 ) Foreign exchange effect on cash and cash equivalents — 14 9,632 (254 ) 9,392 Net increase (decrease) in cash and cash equivalents 48,079 1,007 (14,829 ) — 34,257 Cash and cash equivalents, beginning of period 167,639 3,161 396,415 — 567,215 Cash and cash equivalents, end of period $ 215,718 $ 4,168 $ 381,586 $ — $ 601,472 CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2016 (As Restated) (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ (5,972 ) $ 32,004 $ 51,433 $ (83,437 ) $ (5,972 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries, net of tax (82,591 ) — — 82,591 — Non-cash 2,188 4 44 — 2,236 Depreciation and amortization 2,203 45,691 23,722 888 72,504 Non-cash 5,069 2,287 2,246 — 9,602 Impairment of inventory — — 1,349 — 1,349 Impairment of long-lived assets — 608 — — 608 Loss on sale of fixed assets 15 8 300 — 323 Equity earnings of unconsolidated entities, net of tax (681 ) — (4,581 ) 228 (5,034 ) Deferred income taxes — (100 ) (6,712 ) — (6,812 ) Gain on business dispositions — — (3,810 ) — (3,810 ) Other non-cash 105 303 2,088 — 2,496 Non-cash (1,000 ) 1,199 (57 ) — 142 Changes in assets and liabilities, net of acquisitions: Accounts receivable, net — (7,875 ) (10,055 ) — (17,930 ) Inventories, net — (6,681 ) (3,333 ) (270 ) (10,284 ) Prepaid expenses and other current assets (1,137 ) 1,514 (6,177 ) 25 (5,775 ) Accounts payable (3,694 ) (6,773 ) (21,075 ) — (31,542 ) Accrued expenses and other current liabilities 10,584 (94,355 ) 78,614 (25 ) (5,182 ) Other non-current 157,791 (159,277 ) 1,583 (62 ) 35 Cash paid for contingent consideration (143 ) — — — (143 ) Intercompany payable (receivable) (111,564 ) 180,953 (69,389 ) — — Net cash provided by (used in) operating activities (28,827 ) (10,490 ) 36,190 (62 ) (3,189 ) Cash Flows from Investing Activities: (Increase) decrease in restricted cash (513 ) — 77 — (436 ) Purchases of property, plant and equipment (841 ) (5,615 ) (8,048 ) — (14,504 ) Proceeds from sale of property, plant and equipment — 40 572 — 612 Cash received from (used in) business dispositions, net of cash divested (1,337 ) — 22,807 — 21,470 Cash paid for business acquisitions, net of cash acquired — — (5,945 ) — (5,945 ) Cash received from sales of marketable securities — 93 — — 93 Cash received from equity method investments 2,205 — — — 2,205 Cash paid for equity investments (184 ) — — — (184 ) Increase in other assets (64 ) (98 ) (440 ) 62 (540 ) Net cash provided by (used in) investing activities (734 ) (5,580 ) 9,023 62 2,771 Cash Flows from Financing Activities: Cash paid for financing costs (1 ) — — — (1 ) Cash paid for contingent consideration — — (145 ) — (145 ) Proceeds from issuance of common stock, net of issuance costs 11,124 — — — 11,124 Proceeds from issuance of long-term debt — — 325 — 325 Payments on long-term debt (17,030 ) — (245 ) — (17,275 ) Net payments under revolving credit facilities — — (127 ) — (127 ) Cash paid for dividends (5,323 ) — — — (5,323 ) Cash paid for employee taxes related to shares withheld (1,291 ) (99 ) (20 ) — (1,410 ) Principal payments on capital lease obligations — (659 ) (448 ) — (1,107 ) Net cash used in financing activities (12,521 ) (758 ) (660 ) — (13,939 ) Foreign exchange effect on cash and cash equivalents — 160 2,660 — 2,820 Net increase (decrease) in cash and cash equivalents (42,082 ) (16,668 ) 47,213 — (11,537 ) Cash and cash equivalents, beginning of period 139,153 21,150 341,897 — 502,200 Cash and cash equivalents, end of period $ 97,071 $ 4,482 $ 389,110 $ — $ 490,663 |