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 June 30, 2017 and December 31, 2016, the related statements of operations and statements of comprehensive loss for the three and six months ended June 30, 2017 and 2016, respectively, and statements of cash flows for the six months ended June 30, 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. 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 June 30, 2017 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 224,363 $ 285,571 $ (84,008 ) $ 425,926 Services revenue — 116,174 12,591 — 128,765 Net product sales and services revenue — 340,537 298,162 (84,008 ) 554,691 License and royalty revenue — 4,389 810 (2,218 ) 2,981 Net revenue — 344,926 298,972 (86,226 ) 557,672 Cost of net product sales 1,693 128,171 159,265 (66,497 ) 222,632 Cost of services revenue 47 83,262 7,992 (9,489 ) 81,812 Cost of net product sales and services revenue 1,740 211,433 167,257 (75,986 ) 304,444 Cost of license and royalty revenue — — 2,714 (2,218 ) 496 Cost of net revenue 1,740 211,433 169,971 (78,204 ) 304,940 Gross profit (loss) (1,740 ) 133,493 129,001 (8,022 ) 252,732 Operating expenses: Research and development (8 ) 17,526 11,930 — 29,448 Sales and marketing 1,847 49,485 44,911 — 96,243 General and administrative 75,442 40,989 39,976 (367 ) 156,040 Operating income (loss) (79,021 ) 25,493 32,184 (7,655 ) (28,999 ) Interest expense, including amortization of original issue discounts and deferred financing costs (45,740 ) (1,873 ) (2,401 ) 3,835 (46,179 ) Other income (expense), net (961 ) 2,636 643 (3,849 ) (1,531 ) Income (loss) before provision (benefit) for income taxes (125,722 ) 26,256 30,426 (7,669 ) (76,709 ) Provision (benefit) for income taxes 3,811 — 13,501 — 17,312 Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax (129,533 ) 26,256 16,925 (7,669 ) (94,021 ) Equity in earnings of subsidiaries, net of tax 36,833 — — (36,833 ) — Equity earnings of unconsolidated entities, net of tax — — 1,321 — 1,321 Net income (loss) (92,700 ) 26,256 18,246 (44,502 ) (92,700 ) Less: Net income attributable to non-controlling interests — — 368 — 368 Net income (loss) attributable to Alere Inc. and Subsidiaries (92,700 ) 26,256 17,878 (44,502 ) (93,068 ) Preferred stock dividends (5,308 ) — — — (5,308 ) Net income (loss) available to common stockholders $ (98,008 ) $ 26,256 $ 17,878 $ (44,502 ) $ (98,376 ) CONSOLIDATING STATEMENT OF OPERATIONS For the Three Months Ended June 30, 2016 (As Restated) (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 222,954 $ 334,756 $ (74,748 ) $ 482,962 Services revenue — 112,698 12,111 — 124,809 Net product sales and services revenue — 335,652 346,867 (74,748 ) 607,771 License and royalty revenue — 3,448 2,008 (2,923 ) 2,533 Net revenue — 339,100 348,875 (77,671 ) 610,304 Cost of net product sales 220 126,795 187,917 (65,095 ) 249,837 Cost of services revenue 104 79,203 7,760 (8,773 ) 78,294 Cost of net product sales and services revenue 324 205,998 195,677 (73,868 ) 328,131 Cost of license and royalty revenue — (7 ) 3,466 (2,924 ) 535 Cost of net revenue 324 205,991 199,143 (76,792 ) 328,666 Gross profit (loss) (324 ) 133,109 149,732 (879 ) 281,638 Operating expenses: Research and development 2,997 16,194 9,255 — 28,446 Sales and marketing 1,568 53,155 47,721 — 102,444 General and administrative 67,940 30,460 38,454 — 136,854 Impairment and (gain) loss on dispositions, net — — — — — Operating income (loss) (72,829 ) 33,300 54,302 (879 ) 13,894 Interest expense, including amortization of original issue discounts and deferred financing costs (41,857 ) (2,223 ) (2,775 ) 4,526 (42,329 ) Other income (expense), net 2,056 4,103 (5,544 ) (4,527 ) (3,912 ) Income (loss) before provision (benefit) for income taxes (112,630 ) 35,180 45,983 (880 ) (32,347 ) Provision (benefit) for income taxes 19,765 (6,759 ) (10,424 ) — 2,582 Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax (132,395 ) 41,939 56,407 (880 ) (34,929 ) Equity in earnings of subsidiaries, net of tax 99,000 — — (99,000 ) — Equity earnings of unconsolidated entities, net of tax 588 — 1,557 (23 ) 2,122 Net income (loss) (32,807 ) 41,939 57,964 (99,903 ) (32,807 ) Less: Net income attributable to non-controlling interests — — 143 — 143 Net income (loss) attributable to Alere Inc. and Subsidiaries (32,807 ) 41,939 57,821 (99,903 ) (32,950 ) Preferred stock dividends (5,308 ) — — — (5,308 ) Net income (loss) available to common stockholders $ (38,115 ) $ 41,939 $ 57,821 $ (99,903 ) $ (38,258 ) CONSOLIDATING STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2017 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 487,657 $ 558,481 $ (156,767 ) $ 889,371 Services revenue — 225,705 25,189 — 250,894 Net product sales and services revenue — 713,362 583,670 (156,767 ) 1,140,265 License and royalty revenue — 8,119 1,664 (4,160 ) 5,623 Net revenue — 721,481 585,334 (160,927 ) 1,145,888 Cost of net product sales 2,832 259,928 321,127 (131,424 ) 452,463 Cost of services revenue 92 159,746 15,580 (17,707 ) 157,711 Cost of net product sales and services revenue 2,924 419,674 336,707 (149,131 ) 610,174 Cost of license and royalty revenue — — 5,416 (4,160 ) 1,256 Cost of net revenue 2,924 419,674 342,123 (153,291 ) 611,430 Gross profit (loss) (2,924 ) 301,807 243,211 (7,636 ) 534,458 Operating expenses: Research and development 1,212 35,416 19,104 — 55,732 Sales and marketing 3,772 97,829 88,833 — 190,434 General and administrative 169,742 75,511 77,740 (680 ) 322,313 Operating income (loss) (177,650 ) 93,051 57,534 (6,956 ) (34,021 ) Interest expense, including amortization of original issue discounts and deferred financing costs (88,701 ) (3,750 ) (4,679 ) 7,768 (89,362 ) Other income (expense), net 1,616 4,188 (2,068 ) (7,783 ) (4,047 ) Income (loss) before provision for income taxes (264,735 ) 93,489 50,787 (6,971 ) (127,430 ) Provision for income taxes (1) 7,135 — 28,786 — 35,921 Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax (271,870 ) 93,489 22,001 (6,971 ) (163,351 ) Equity in earnings of subsidiaries, net of tax 114,812 — — (114,812 ) — Equity earnings of unconsolidated entities, net of tax 229 — 6,293 — 6,522 Net income (loss) (156,829 ) 93,489 28,294 (121,783 ) (156,829 ) Less: Net income attributable to non-controlling interests — — 551 — 551 Net income (loss) attributable to Alere Inc. and Subsidiaries (156,829 ) 93,489 27,743 (121,783 ) (157,380 ) Preferred stock dividends (10,558 ) — — — (10,558 ) Net income (loss) available to common stockholders $ (167,387 ) $ 93,489 $ 27,743 $ (121,783 ) $ (167,938 ) (1) Amounts include a $10.2 million immaterial classification correction between Issuer and Non-Guarantor related to income tax expense and related inter company receivables for the period ended March 31, 2017. CONSOLIDATING STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2016 (As Restated) (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 447,334 $ 640,324 $ (136,194 ) $ 951,464 Services revenue — 217,182 23,336 — 240,518 Net product sales and services revenue — 664,516 663,660 (136,194 ) 1,191,982 License and royalty revenue — 6,368 4,566 (5,672 ) 5,262 Net revenue — 670,884 668,226 (141,866 ) 1,197,244 Cost of net product sales 334 251,553 357,762 (118,488 ) 491,161 Cost of services revenue 104 151,698 15,800 (16,208 ) 151,394 Cost of net product sales and services revenue 438 403,251 373,562 (134,696 ) 642,555 Cost of license and royalty revenue — 10 7,589 (5,673 ) 1,926 Cost of net revenue 438 403,261 381,151 (140,369 ) 644,481 Gross profit (loss) (438 ) 267,623 287,075 (1,497 ) 552,763 Operating expenses: Research and development 7,131 30,653 17,724 — 55,508 Sales and marketing 2,904 107,620 92,560 — 203,084 General and administrative 112,555 63,646 75,609 — 251,810 Impairment and (gain) loss on dispositions, net — — (3,810 ) — (3,810 ) Operating income (loss) (123,028 ) 65,704 104,992 (1,497 ) 46,171 Interest expense, including amortization of original issue discounts and deferred financing costs (82,944 ) (4,875 ) (5,842 ) 9,226 (84,435 ) Other income (expense), net 4,044 6,605 (6,683 ) (9,227 ) (5,261 ) Income (loss) before provision (benefit) for income taxes (201,928 ) 67,434 92,467 (1,498 ) (43,525 ) Provision (benefit) for income taxes 19,711 (6,509 ) (10,792 ) — 2,410 Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax (221,639 ) 73,943 103,259 (1,498 ) (45,935 ) Equity in earnings of subsidiaries, net of tax 181,591 — — (181,591 ) — Equity earnings of unconsolidated entities, net of tax 1,269 — 6,138 (251 ) 7,156 Net income (loss) (38,779 ) 73,943 109,397 (183,340 ) (38,779 ) Less: Net income attributable to non-controlling interests — — 246 — 246 Net income (loss) attributable to Alere Inc. and Subsidiaries (38,779 ) 73,943 109,151 (183,340 ) (39,025 ) Preferred stock dividends (10,617 ) — — — (10,617 ) Net income (loss) available to common stockholders $ (49,396 ) $ 73,943 $ 109,151 $ (183,340 ) $ (49,642 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2017 (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ (92,700 ) $ 26,256 $ 18,246 $ (44,502 ) $ (92,700 ) Other comprehensive income, before tax: Changes in cumulative translation adjustment 67 389 32,374 58 32,888 Minimum pension liability adjustment — — (274 ) — (274 ) Other comprehensive income, before tax 67 389 32,100 58 32,614 Other comprehensive income 67 389 32,100 58 32,614 Comprehensive income (loss) (92,633 ) 26,645 50,346 (44,444 ) (60,086 ) Less: Comprehensive income attributable to non-controlling interests — — 368 — 368 Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (92,633 ) $ 26,645 $ 49,978 $ (44,444 ) $ (60,454 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2016 (As Restated) (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ (32,807 ) $ 41,939 $ 57,964 $ (99,903 ) $ (32,807 ) Other comprehensive income (loss), before tax: Changes in cumulative translation adjustment 276 (699 ) (43,720 ) 8 (44,135 ) Minimum pension liability adjustment — — 531 — 531 Other comprehensive income (loss), before tax 276 (699 ) (43,189 ) 8 (43,604 ) Other comprehensive income (loss) 276 (699 ) (43,189 ) 8 (43,604 ) Comprehensive income (loss) (32,531 ) 41,240 14,775 (99,895 ) (76,411 ) Less: Comprehensive income attributable to non-controlling interests — — 143 — 143 Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (32,531 ) $ 41,240 $ 14,632 $ (99,895 ) $ (76,554 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Six Months Ended June 30, 2017 (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ (156,829 ) $ 93,489 $ 28,294 $ (121,783 ) $ (156,829 ) Other comprehensive income, before tax: Changes in cumulative translation adjustment 94 553 85,554 17 86,218 Minimum pension liability adjustment — — (345 ) — (345 ) Other comprehensive income, before tax 94 553 85,209 17 85,873 Other comprehensive income 94 553 85,209 17 85,873 Comprehensive income (loss) (156,735 ) 94,042 113,503 (121,766 ) (70,956 ) Less: Comprehensive income attributable to non-controlling interests — — 551 — 551 Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (156,735 ) $ 94,042 $ 112,952 $ (121,766 ) $ (71,507 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Six Months Ended June 30, 2016 (As Restated) (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ (38,779 ) $ 73,943 $ 109,397 $ (183,340 ) $ (38,779 ) Other comprehensive income (loss), before tax: Changes in cumulative translation adjustment 391 (828 ) (21,513 ) 8 (21,942 ) Minimum pension liability adjustment — — 686 — 686 Other comprehensive income (loss), before tax 391 (828 ) (20,827 ) 8 (21,256 ) Other comprehensive income (loss) 391 (828 ) (20,827 ) 8 (21,256 ) Comprehensive income (loss) (38,388 ) 73,115 88,570 (183,332 ) (60,035 ) Less: Comprehensive income attributable to non-controlling interests — — 246 — 246 Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (38,388 ) $ 73,115 $ 88,324 $ (183,332 ) $ (60,281 ) CONSOLIDATING BALANCE SHEET June 30, 2017 (in thousands) Guarantor Non-Guarantor Issuer Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 154,699 $ 3,086 $ 333,914 $ — $ 491,699 Restricted cash 383 — 52,097 — 52,480 Marketable securities — 88 62 — 150 Accounts receivable, net of allowances — 180,475 197,488 — 377,963 Inventories, net — 174,901 192,178 (31,369 ) 335,710 Prepaid expenses and other current assets 20,091 21,169 79,755 4,589 125,604 Intercompany receivables (1) 396,429 1,194,022 86,580 (1,677,031 ) — Total current assets 571,602 1,573,741 942,074 (1,703,811 ) 1,383,606 Property, plant and equipment, net 21,639 236,324 182,717 (4,479 ) 436,201 Goodwill — 1,823,778 974,935 — 2,798,713 Other intangible assets with indefinite lives — 7,508 14,021 (60 ) 21,469 Finite-lived intangible assets, net 2,234 465,214 290,434 (3,200 ) 754,682 Restricted cash — — 2,353 — 2,353 Other non-current assets 452 1,480 12,095 (792 ) 13,235 Investments in subsidiaries 3,614,927 158,194 57,650 (3,830,771 ) — Investments in unconsolidated entities 875 14,765 49,361 14,655 79,656 Deferred tax assets — — 60,832 (37,336 ) 23,496 Non-current income tax receivable 4,580 — 38,844 — 43,424 Intercompany notes receivables 1,609,853 513,437 — (2,123,290 ) — Total assets $ 5,826,162 $ 4,794,441 $ 2,625,316 $ (7,689,084 ) $ 5,556,835 LIABILITIES AND EQUITY Current liabilities: Short-term debt and current portion of long-term debt $ 40,073 $ — $ 43,752 $ — $ 83,825 Current portion of capital lease obligations — 1,265 1,581 — 2,846 Accounts payable 68,603 78,926 78,683 — 226,212 Accrued expenses and other current liabilities 114,723 133,856 152,968 (34,991 ) 366,556 Intercompany payables 553,871 893,636 229,497 (1,677,004 ) — Total current liabilities 777,270 1,107,683 506,481 (1,711,995 ) 679,439 Long-term liabilities: Long-term debt, net of current portion 2,810,523 — 5,049 — 2,815,572 Capital lease obligations, net of current portion — 1,415 3,788 — 5,203 Deferred tax liabilities 3,597 61,788 58,308 82 123,775 Other long-term liabilities 97,662 49,832 20,571 (792 ) 167,273 Intercompany notes payables 376,700 1,067,634 678,956 (2,123,290 ) — Total long-term liabilities 3,288,482 1,180,669 766,672 (2,124,000 ) 3,111,823 Total stockholders’ equity 1,760,410 2,506,089 1,347,000 (3,853,089 ) 1,760,410 Non-controlling interests — — 5,163 — 5,163 Total equity 1,760,410 2,506,089 1,352,163 (3,853,089 ) 1,765,573 Total liabilities and equity $ 5,826,162 $ 4,794,441 $ 2,625,316 $ (7,689,084 ) $ 5,556,835 (1) Amounts include a $10.2 million immaterial classification correction between Issuer and Non-Guarantor related to income tax expense and related intercompany receivables for the period ended March 31, 2017. 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 Six Months Ended June 30, 2017 (in thousands) Guarantor Non-Guarantor Issuer Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ (156,829 ) $ 93,489 $ 28,294 $ (121,783 ) $ (156,829 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries, net of tax (114,812 ) — — 114,812 — Non-cash interest expense, including amortization of original issue discounts and deferred financing costs 10,645 1 57 — 10,703 Depreciation and amortization 4,801 74,644 44,479 (466 ) 123,458 Non-cash stock-based compensation expense 11,919 3,466 4,547 — 19,932 Impairment of inventory — — 527 — 527 Impairment of long-lived assets — 2 70 — 72 Loss on sales of fixed assets — 8,329 953 — 9,282 Equity earnings of unconsolidated entities, net of tax (229 ) — (6,293 ) — (6,522 ) Deferred income taxes 5,116 — (5,116 ) — — Other non-cash items 3,347 (666 ) (713 ) 6 1,974 Non-cash change in fair value of contingent consideration (3,000 ) 5,931 (98 ) — 2,833 Changes in assets and liabilities, net of acquisitions: Accounts receivable, net — 6,114 40,618 — 46,732 Inventories, net — (25,774 ) (22,160 ) 7,420 (40,514 ) Prepaid expenses and other current assets (4,262 ) 1,154 (6,115 ) 6,968 (2,255 ) Accounts payable 31,433 260 (7,100 ) — 24,593 Accrued expenses and other current liabilities 46,208 1,384 (74,307 ) (6,967 ) (33,682 ) Other non-current assets and liabilities 7,228 9,142 (6,377 ) 1 9,994 Cash paid for contingent consideration (301 ) — — — (301 ) Intercompany payable (receivable) 215,391 (165,235 ) (50,165 ) 9 — Net cash provided by (used in) operating activities 56,655 12,241 (58,899 ) — 9,997 Cash Flows from Investing Activities: (Increase) decrease in restricted cash 954 — (2,322 ) — (1,368 ) Purchases of property, plant and equipment (1,527 ) (10,773 ) (12,924 ) 735 (24,489 ) Proceeds from sale of property, plant and equipment 269 256 615 (735 ) 405 Cash paid for business acquisitions, net of cash acquired (3,100 ) 45 — — (3,055 ) Cash received from sales of marketable securities — — 372 — 372 Cash paid for equity investments (191 ) — (41 ) — (232 ) Proceeds from sale of equity investments 229 — — — 229 Decrease in other assets 57 40 1,320 — 1,417 Net cash used in investing activities (3,309 ) (10,432 ) (12,980 ) — (26,721 ) Cash Flows from Financing Activities: Cash paid for financing costs (32,480 ) — — — (32,480 ) Cash paid for contingent consideration — — (201 ) — (201 ) Proceeds from issuance of common stock, net of issuance costs 2,300 — — — 2,300 Payments on long-term debt (20,036 ) — (649 ) — (20,685 ) Net proceeds under revolving credit facilities — — 1,169 — 1,169 Cash paid for dividends (10,646 ) — — — (10,646 ) Cash paid for employee taxes related to shares withheld (4,144 ) (1,095 ) (1,443 ) — (6,682 ) Other financing fees (1,302 ) — — — (1,302 ) Principal payments on capital lease obligations — (832 ) (819 ) — (1,651 ) Net cash used in financing activities (66,308 ) (1,927 ) (1,943 ) — (70,178 ) Foreign exchange effect on cash and cash equivalents 22 43 11,321 — 11,386 Net decrease in cash and cash equivalents (12,940 ) (75 ) (62,501 ) — (75,516 ) Cash and cash equivalents, beginning of period 167,639 3,161 396,415 — 567,215 Cash and cash equivalents, end of period $ 154,699 $ 3,086 $ 333,914 $ — $ 491,699 CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2016 (As Restated) (in thousands) Guarantor Non-Guarantor Issuer Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ (38,779 ) $ 73,943 $ 109,397 $ (183,340 ) $ (38,779 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries, net of tax (181,591 ) — — 181,591 — Non-cash interest expense, including amortization of original issue discounts and deferred financing costs 5,175 7 79 — 5,261 Depreciation and amortization 4,484 88,973 48,109 839 142,405 Non-cash stock-based compensation expense 10,541 5,462 4,604 — 20,607 Impairment of inventory — — 870 — 870 Impairment of long-lived assets — 548 85 — 633 Loss on sale of fixed assets 1 3,522 712 — 4,235 Equity earnings of unconsolidated entities, net of tax (1,269 ) — (6,138 ) 251 (7,156 ) Deferred income taxes — (200 ) (13,010 ) — (13,210 ) Gain on business dispositions — — (3,810 ) — (3,810 ) Other non-cash items (66 ) 459 9,323 4 9,720 Non-cash change in fair value of contingent consideration (800 ) (823 ) (157 ) — (1,780 ) Changes in assets and liabilities, net of acquisitions: Accounts receivable, net — 2,141 8,235 — 10,376 Inventories, net — (11,723 ) 8,545 660 (2,518 ) Prepaid expenses and other current assets (4,283 ) (7,408 ) (13,515 ) 68 (25,138 ) Accounts payable 7,807 396 (8,204 ) — (1 ) Accrued expenses and other current liabilities 22,134 (86,334 ) 64,780 (69 ) 511 Other non-current assets and liabilities 157,353 (159,968 ) (3,755 ) — (6,370 ) Cash paid for contingent consideration (321 ) — (3 ) — (324 ) Intercompany payable (receivable) 6,589 89,601 (96,186 ) (4 ) — Net cash provided by (used in) operating activities (13,025 ) (1,404 ) 109,961 — 95,532 Cash Flows from Investing Activities: Increase in restricted cash (165 ) — (284 ) — (449 ) Purchases of property, plant and equipment (2,680 ) (11,750 ) (18,972 ) 1,084 (32,318 ) Proceeds from sale of property, plant and equipment 92 45 1,839 (1,084 ) 892 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 — — (5,958 ) — (5,958 ) Cash received from sales of marketable securities — 90 — — 90 Cash received from equity method investments 2,383 — — — 2,383 Cash paid for equity investments (184 ) — — — (184 ) (Increase) decrease in other assets (50 ) 13 532 — 495 Net cash used in investing activities (1,941 ) (11,602 ) (36 ) — (13,579 ) Cash Flows from Financing Activities: Cash paid for financing costs (19,564 ) — — — (19,564 ) Cash paid for contingent consideration — — (485 ) — (485 ) Proceeds from issuance of common stock, net of issuance costs 11,124 — — — 11,124 Proceeds from issuance of long-term debt — — 381 — 381 Payments on short-term debt — — (791 ) — (791 ) Payments on long-term debt (176,861 ) — (776 ) — (177,637 ) Net proceeds under revolving credit facilities 125,000 — 1,213 — 126,213 Cash paid for dividends (10,646 ) — — — (10,646 ) Cash paid for employee taxes related to shares withheld (1,291 ) (99 ) (20 ) — (1,410 ) Principal payments on capital lease obligations — (1,324 ) (886 ) — (2,210 ) Net cash used in financing activities (72,238 ) (1,423 ) (1,364 ) — (75,025 ) Foreign exchange effect on cash and cash equivalents (2,484 ) 160 (640 ) — (2,964 ) Net increase (decrease) in cash and cash equivalents (89,688 ) (14,269 ) 107,921 — 3,964 Cash and cash equivalents, beginning of period 139,153 21,150 341,897 — 502,200 Cash and cash equivalents, end of period $ 49,465 $ 6,881 $ 449,818 $ — $ 506,164 |