GUARANTOR FINANCIAL STATEMENTS: | 3 Months Ended |
Mar. 31, 2014 |
GUARANTOR FINANCIAL STATEMENTS: | ' |
GUARANTOR FINANCIAL STATEMENTS: | ' |
17. GUARANTOR FINANCIAL STATEMENTS: |
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Rockwood Holdings Inc. (“Parent Company”) and certain of its 100% owned domestic subsidiaries (“Guarantor Subsidiaries”) jointly and severally, and fully and unconditionally guarantee the 2020 Notes in the aggregate principal amount of $1.25 billion issued in September 2012 by RSGI, an indirect 100% owned subsidiary of the Company. The following presents the consolidating financial information separately for: |
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· Parent Company Guarantor — the Parent Company owns a 100% direct investment in Rockwood Specialties Consolidated, Inc. (“RSCI”). RSCI owns a 100% direct investment in Rockwood Specialties International, Inc. (“RSII”). RSII owns a 100% direct investment in RSGI. Each of these entities is a domestic holding company; |
· Issuer - RSGI, the issuer of the guaranteed obligations, owns direct or indirect investments in all other domestic and foreign subsidiaries; |
· Guarantor Subsidiaries — these represent substantially all of RSGI’s domestic subsidiaries on a combined basis. The “investment in subsidiary” and “equity in undistributed earnings of subsidiaries” represents all non-guarantor subsidiaries of such guarantors; |
· Non-Guarantor Subsidiaries — these include all of the Company’s foreign subsidiaries, two domestic subsidiaries and RSCI and RSII (because they are non-guarantors) on a consolidated basis. As a result, the “investment in subsidiary” and “equity in undistributed earnings of subsidiaries” presented in the Non-Guarantor Subsidiaries column includes all of the subsidiaries of RSCI; |
· Consolidating Adjustments — represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, RSGI, the Guarantor Subsidiaries and the Non-Guarantor subsidiaries, (b) eliminate the investments in subsidiaries and (c) offset deferred income taxes within the same tax jurisdictions; and |
· Total Consolidated Amounts - Parent Company and its subsidiaries on a consolidated basis. |
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Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements. |
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The Parent Company Guarantor, Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries are parties to cash concentration arrangements with three financial institutions to maximize the availability of cash for general corporate and operating purposes. Cash balances under one of the cash concentration arrangements are swept daily from the accounts of the entities who are party to the arrangement into the concentration account. There are no restrictions under the cash concentration arrangements on the movement of cash between the Parent Company Guarantor, the Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. There are no significant restrictions on the ability of RSGI or any Guarantor Subsidiaries to obtain funds by dividend or loan. However, there are restrictions contained in the indenture governing the 2020 Notes on the ability of the Parent Company to obtain funds from RSGI and its subsidiaries. See Item 8. Financial Statements and Supplementary Data - Note 10, “Long-term Debt” in the Company’s 2013 Annual Report on Form 10-K for further details. |
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The guarantor financial statements for the three months ended March 31, 2013 were adjusted for discontinued operations (described in Note 2, “Discontinued Operations”), the adjustment related to Turin, Italy (described in Note 18, “Immaterial Corrections”), a correction of misclassifications among operating, investing and financing activities in the guarantor statements of cash flows for the three months ended March 31, 2013 for intercompany pooling/lending arrangements, and other changes to conform to current year presentation. |
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The following tables present the Company’s consolidating statement of operations, comprehensive income and cash flows for the three months ended March 31, 2014 and 2013, and the Company’s consolidating balance sheets as of March 31, 2014 and December 31, 2013: |
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ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES |
CONSOLIDATING STATEMENTS OF OPERATIONS |
THREE MONTHS ENDED MARCH 31, 2014 |
(Dollars in millions) |
(Unaudited) |
|
| | Parent | | | | | | | | | | Total | |
| | Company | | | | Guarantor | | Non-Guarantor | | Consolidating | | Consolidated | |
| | Guarantor | | Issuer | | Subsidiaries | | Subsidiaries | | Adjustments | | Amounts | |
Net sales | | $ | — | | $ | — | | $ | 85 | | $ | 295.7 | | $ | (26.2 | ) | $ | 354.5 | |
Cost of products sold | | — | | — | | 52.3 | | 166.4 | | (26.1 | ) | 192.6 | |
Gross profit | | — | | — | | 32.7 | | 129.3 | | (0.1 | ) | 161.9 | |
Selling, general and administrative expenses | | — | | 0.7 | | 32.1 | | 75.8 | | — | | 108.6 | |
Restructuring and other severance costs | | — | | — | | 0.1 | | 4 | | — | | 4.1 | |
Operating (loss) income | | — | | (0.7 | ) | 0.5 | | 49.5 | | (0.1 | ) | 49.2 | |
Other (expenses) income, net: | | | | | | | | | | | | | |
Intergroup interest, net | | — | | 12.5 | | (2.2 | ) | (10.3 | ) | — | | — | |
Interest (expense) income, net | | — | | (15.0 | ) | (0.2 | ) | 1 | | — | | (14.2 | ) |
Intergroup other, net | | — | | — | | 5.4 | | (5.4 | ) | — | | — | |
Foreign exchange gain (loss) on financing activities, net | | — | | 0.8 | | (0.1 | ) | (1.3 | ) | — | | (0.6 | ) |
Other, net | | — | | — | | — | | 0.1 | | — | | 0.1 | |
Other (expenses) income, net | | — | | (1.7 | ) | 2.9 | | (15.9 | ) | — | | (14.7 | ) |
(Loss) income from continuing operations before taxes | | — | | (2.4 | ) | 3.4 | | 33.6 | | (0.1 | ) | 34.5 | |
Income tax provision (benefit) | | — | | 11.5 | | (6.7 | ) | 7.9 | | 0.1 | | 12.8 | |
Net (loss) income from continuing operations | | — | | (13.9 | ) | 10.1 | | 25.7 | | (0.2 | ) | 21.7 | |
Income (loss) from discontinued operations, net of tax | | — | | 2 | | (5.3 | ) | (39.9 | ) | (0.2 | ) | (43.4 | ) |
(Loss) gain on sale of discontinued operations, net of tax | | — | | (0.1 | ) | — | | 2.1 | | — | | 2 | |
Equity in undistributed earnings of subsidiaries | | (20.8 | ) | (8.8 | ) | 14.8 | | (20.8 | ) | 35.6 | | — | |
Net (loss) income | | (20.8 | ) | (20.8 | ) | 19.6 | | (32.9 | ) | 35.2 | | (19.7 | ) |
Net income attributable to the noncontrolling interest - discontinued operations | | — | | — | | — | | (1.1 | ) | — | | (1.1 | ) |
Net (loss) income attributable to Rockwood Holdings, Inc. stockholders | | $ | (20.8 | ) | $ | (20.8 | ) | $ | 19.6 | | $ | (34.0 | ) | $ | 35.2 | | $ | (20.8 | ) |
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ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME |
THREE MONTHS ENDED MARCH 31, 2014 |
(Dollars in millions) |
(Unaudited) |
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| | Parent | | | | | | | | | | Total | |
| | Company | | | | Guarantor | | Non-Guarantor | | Consolidating | | Consolidated | |
| | Guarantor | | Issuer | | Subsidiaries | | Subsidiaries | | Adjustments | | Amounts | |
Net (loss) income | | $ | (20.8 | ) | $ | (20.8 | ) | $ | 19.6 | | $ | (32.9 | ) | $ | 35.2 | | $ | (19.7 | ) |
| | | | | | | | | | | | | |
Other comprehensive income (loss) | | 5.6 | | 5.6 | | (0.8 | ) | 9.7 | | (14.5 | ) | 5.6 | |
| | | | | | | | | | | | | |
Comprehensive (loss) income | | (15.2 | ) | (15.2 | ) | 18.8 | | (23.2 | ) | 20.7 | | (14.1 | ) |
Comprehensive income attributable to noncontrolling interest | | — | | — | | — | | (1.1 | ) | — | | (1.1 | ) |
Comprehensive (loss) income attributable to Rockwood Holdings, Inc. stockholders | | $ | (15.2 | ) | $ | (15.2 | ) | $ | 18.8 | | $ | (24.3 | ) | $ | 20.7 | | $ | (15.2 | ) |
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ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES |
CONSOLIDATING STATEMENT OF OPERATIONS |
THREE MONTHS ENDED MARCH 31, 2013 |
(Dollars in millions) |
(Unaudited) |
|
| | Parent | | | | | | | | | | Total | |
| | Company | | | | Guarantor | | Non-Guarantor | | Consolidating | | Consolidated | |
| | Guarantor | | Issuer | | Subsidiaries | | Subsidiaries | | Adjustments | | Amounts | |
Net sales | | $ | — | | $ | — | | $ | 75.2 | | $ | 281.2 | | $ | (19.3 | ) | $ | 337.1 | |
Cost of products sold | | — | | — | | 46.4 | | | 157.2 | | (19.6 | ) | 184 | |
Gross profit | | — | | — | | 28.8 | | 124 | | 0.3 | | 153.1 | |
Selling, general and administrative expenses | | — | | 0.4 | | 32.9 | | 67.8 | | — | | 101.1 | |
Restructuring and other severance costs | | — | | — | | 4.9 | | 1.4 | | — | | 6.3 | |
Operating (loss) income | | — | | (0.4 | ) | (9.0 | ) | 54.8 | | 0.3 | | 45.7 | |
Other income (expenses), net: | | | | | | | | | | | | | |
Intergroup interest, net | | — | | 16 | | (1.8 | ) | (14.2 | ) | — | | — | |
Interest expense, net | | — | | (22.7 | ) | (0.4 | ) | (0.3 | ) | — | | (23.4 | ) |
Intergroup other, net | | — | | — | | 6.3 | | (6.3 | ) | — | | — | |
Foreign exchange loss on financing activities, net | | — | | (13.3 | ) | (0.2 | ) | (1.6 | ) | — | | (15.1 | ) |
Other, net | | — | | — | | — | | 0.1 | | — | | 0.1 | |
Other (expenses) income, net | | — | | (20.0 | ) | 3.9 | | (22.3 | ) | — | | (38.4 | ) |
(Loss) income from continuing operations before taxes | | — | | (20.4 | ) | (5.1 | ) | 32.5 | | 0.3 | | 7.3 | |
Income tax (benefit) provision | | — | | (5.7 | ) | (1.9 | ) | 8.3 | | 0.1 | | 0.8 | |
Net (loss) income from continuing operations | | — | | (14.7 | ) | (3.2 | ) | 24.2 | | 0.2 | | 6.5 | |
Income (loss) from discontinued operations, net of tax | | — | | 3.7 | | 7.6 | | (1.5 | ) | (0.5 | ) | 9.3 | |
Equity in undistributed earnings of subsidiaries | | 17.8 | | 28.8 | | 13.9 | | 17.8 | | (78.3 | ) | — | |
Net income | | 17.8 | | 17.8 | | 18.3 | | 40.5 | | (78.6 | ) | 15.8 | |
Net income attributable to the noncontrolling interest - discontinued operations | | — | | — | | — | | 2 | | — | | 2 | |
Net income attributable to Rockwood Holdings, Inc. stockholders | | $ | 17.8 | | $ | 17.8 | | $ | 18.3 | | $ | 42.5 | | $ | (78.6 | ) | $ | 17.8 | |
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ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME |
THREE MONTHS ENDED MARCH 31, 2013 |
(Dollars in millions) |
(Unaudited) |
|
| | Parent | | | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Company | Consolidated |
| | Guarantor | | Issuer | | Subsidiaries | | Subsidiaries | | Adjustments | | Amounts | |
Net income | | $ | 17.8 | | $ | 17.8 | | $ | 18.3 | | $ | 40.5 | | $ | (78.6 | ) | $ | 15.8 | |
| | | | | | | | | | | | | |
Other comprehensive (loss) income | | (72.7 | ) | (72.7 | ) | 0.1 | | (95.1 | ) | 196.6 | | (43.8 | ) |
| | | | | | | | | | | | | |
Comprehensive (loss) income | | (54.9 | ) | (54.9 | ) | 18.4 | | (54.6 | ) | 118 | | (28.0 | ) |
Comprehensive loss attributable to noncontrolling interest | | — | | — | | — | | 0.7 | | — | | 0.7 | |
Comprehensive (loss) income attributable to Rockwood Holdings, Inc. stockholders | | $ | (54.9 | ) | $ | (54.9 | ) | $ | 18.4 | | $ | (53.9 | ) | $ | 118 | | $ | (27.3 | ) |
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ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES |
CONSOLIDATING BALANCE SHEET |
MARCH 31, 2014 |
(Dollars in millions) |
(Unaudited) |
|
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| | Parent | | | | | | | | | | Total | |
| | Company | | | | Guarantor | | Non-Guarantor | | Consolidating | | Consolidated | |
| | Guarantor | | Issuer | | Subsidiaries | | Subsidiaries | | Adjustments | | Amounts | |
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | $ | 12.1 | | $ | 20 | | $ | 1,428.50 | | $ | — | | $ | 1,460.60 | |
Accounts receivable, net | | — | | — | | 46.9 | | 204.5 | | — | | 251.4 | |
Intergroup receivable | | — | | 910.9 | | 582.6 | | 11.3 | | (1,504.8 | ) | — | |
Inventories | | — | | — | | 57.8 | | 175.4 | | (5.1 | ) | 228.1 | |
Deferred income taxes | | — | | 4.1 | | 37.2 | | 8.4 | | — | | 49.7 | |
Prepaid expenses and other current assets | | 0.1 | | — | | 14.9 | | 38.9 | | — | | 53.9 | |
Assets of discontinued operations | | 3.2 | | 94.7 | | 235.6 | | 1,411.10 | | (178.2 | ) | 1,566.40 | |
Total current assets | | 3.3 | | 1,021.80 | | 995 | | 3,278.10 | | (1,688.1 | ) | 3,610.10 | |
Property, plant and equipment, net | | — | | — | | 134.2 | | 724.5 | | — | | 858.7 | |
Investment in subsidiary | | 3,365.80 | | 2,443.50 | | 503.4 | | 3,365.80 | | (9,678.5 | ) | — | |
Goodwill | | — | | — | | 25.5 | | 636.2 | | — | | 661.7 | |
Other intangible assets, net | | — | | — | | 31.5 | | 91.1 | | — | | 122.6 | |
Intergroup receivable | | 88.2 | | 1,197.90 | | 118 | | — | | (1,404.1 | ) | — | |
Deferred financing costs, net | | — | | 17.2 | | — | | — | | — | | 17.2 | |
Deferred income taxes | | — | | 98.2 | | 14.3 | | 36.3 | | — | | 148.8 | |
Other assets | | — | | — | | 0.9 | | 64.4 | | — | | 65.3 | |
Total assets | | $ | 3,457.30 | | $ | 4,778.60 | | $ | 1,822.80 | | $ | 8,196.40 | | $ | (12,770.7 | ) | $ | 5,484.40 | |
LIABILITIES | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | $ | — | | $ | — | | $ | 8.5 | | $ | 72.5 | | $ | — | | $ | 81 | |
Intergroup payable | | 572.6 | | 0.1 | | 922.2 | | 9.9 | | (1,504.8 | ) | — | |
Income taxes payable | | — | | — | | — | | 12.9 | | — | | 12.9 | |
Accrued compensation | | — | | — | | 11.3 | | 61.6 | | — | | 72.9 | |
Accrued expenses and other current liabilities | | — | | 27.1 | | 19 | | 58.1 | | — | | 104.2 | |
Deferred income taxes | | — | | — | | — | | 4 | | (1.5 | ) | 2.5 | |
Long-term debt, current portion | | — | | — | | — | | 10.3 | | — | | 10.3 | |
Liabilities of discontinued operations | | — | | 4.9 | | 185.9 | | 481.1 | | (176.2 | ) | 495.7 | |
Total current liabilities | | 572.6 | | 32.1 | | 1,146.90 | | 710.4 | | (1,682.5 | ) | 779.5 | |
Long-term debt | | — | | 1,250.00 | | — | | 34.4 | | — | | 1,284.40 | |
Pension and related liabilities | | — | | — | | 9 | | 258.8 | | — | | 267.8 | |
Intergroup payable | | 24.8 | | 118 | | 380.4 | | 880.9 | | (1,404.1 | ) | — | |
Deferred income taxes | | — | | — | | — | | 36.9 | | — | | 36.9 | |
Other liabilities | | — | | 12.7 | | 24.2 | | 66 | | — | | 102.9 | |
Total liabilities | | 597.4 | | 1,412.80 | | 1,560.50 | | 1,987.40 | | (3,086.6 | ) | 2,471.50 | |
Restricted stock units | | 16.1 | | — | | — | | — | | — | | 16.1 | |
EQUITY | | | | | | | | | | | | | |
Rockwood Holdings, Inc. stockholders’ equity: | | | | | | | | | | | | | |
Common stock | | 0.8 | | — | | 190.6 | | 164.7 | | (355.3 | ) | 0.8 | |
Paid-in capital | | 1,273.70 | | 1,037.10 | | 515.3 | | 1,694.30 | | (3,246.7 | ) | 1,273.70 | |
Accumulated other comprehensive income | | 109.3 | | 110.6 | | 5.5 | | 279.3 | | (395.4 | ) | 109.3 | |
Retained earnings (deficit) | | 1,868.60 | | 2,218.10 | | (449.1 | ) | 3,917.70 | | (5,686.7 | ) | 1,868.60 | |
Treasury stock, at cost | | (408.6 | ) | — | | — | | — | | — | | (408.6 | ) |
Total Rockwood Holdings, Inc. stockholders’ equity | | 2,843.80 | | 3,365.80 | | 262.3 | | 6,056.00 | | (9,684.1 | ) | 2,843.80 | |
Noncontrolling interest | | — | | — | | — | | 153 | | — | | 153 | |
Total equity | | 2,843.80 | | 3,365.80 | | 262.3 | | 6,209.00 | | (9,684.1 | ) | 2,996.80 | |
Total liabilities and equity | | $ | 3,457.30 | | $ | 4,778.60 | | $ | 1,822.80 | | $ | 8,196.40 | | $ | (12,770.7 | ) | $ | 5,484.40 | |
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ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES |
CONSOLIDATING BALANCE SHEET |
31-Dec-13 |
(Dollars in millions) |
|
| | Parent | | | | | | | | | | Total | |
| | Company | | | | Guarantor | | Non-Guarantor | | Consolidating | | Consolidated | |
| | Guarantor | | Issuer | | Subsidiaries | | Subsidiaries | | Adjustments | | Amounts | |
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | $ | 12.9 | | $ | 30.9 | | $ | 1,479.00 | | $ | — | | $ | 1,522.80 | |
Accounts receivable, net | | — | | — | | 42.6 | | 185.5 | | — | | 228.1 | |
Intergroup receivable | | — | | 840 | | 541.9 | | 15.3 | | (1,397.2 | ) | — | |
Inventories | | — | | — | | 56.8 | | 176.4 | | (5.0 | ) | 228.2 | |
Deferred income taxes | | — | | 2.5 | | 35.2 | | 7.6 | | 0.1 | | 45.4 | |
Prepaid expenses and other current assets | | — | | — | | 17 | | 73.1 | | — | | 90.1 | |
Assets of discontinued operations | | 3 | | 94.8 | | 197.8 | | 1,423.10 | | (169.6 | ) | 1,549.10 | |
Total current assets | | 3 | | 950.2 | | 922.2 | | 3,360.00 | | (1,571.7 | ) | 3,663.70 | |
Property, plant and equipment, net | | — | | — | | 134.8 | | 708 | | — | | 842.8 | |
Investment in subsidiary | | 3,381.00 | | 2,447.20 | | 490.5 | | 3,381.00 | | (9,699.7 | ) | — | |
Goodwill | | — | | — | | 25.4 | | 634.2 | | — | | 659.6 | |
Other intangible assets, net | | — | | — | | 33.5 | | 94.4 | | — | | 127.9 | |
Intergroup receivable | | 94.7 | | 1,264.70 | | 118 | | 2.5 | | (1,479.9 | ) | — | |
Deferred financing costs, net | | — | | 17.9 | | — | | — | | — | | 17.9 | |
Deferred income taxes | | — | | 103.8 | | 18 | | 34.7 | | — | | 156.5 | |
Other assets | | — | | — | | 0.9 | | 63 | | — | | 63.9 | |
Total assets | | $ | 3,478.70 | | $ | 4,783.80 | | $ | 1,743.30 | | $ | 8,277.80 | | $ | (12,751.3 | ) | $ | 5,532.30 | |
LIABILITIES | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | $ | — | | $ | — | | $ | 10.4 | | $ | 81.8 | | $ | — | | $ | 92.2 | |
Intergroup payable | | 533.5 | | 0.6 | | 850 | | 12.8 | | (1,396.9 | ) | — | |
Income taxes payable | | — | | — | | 1.9 | | 11.6 | | — | | 13.5 | |
Accrued compensation | | — | | — | | 17 | | 53 | | — | | 70 | |
Accrued expenses and other current liabilities | | — | | 13.6 | | 22.2 | | 53.2 | | — | | 89 | |
Deferred income taxes | | — | | — | | — | | 3.7 | | (1.4 | ) | 2.3 | |
Long-term debt, current portion | | — | | — | | — | | 10.3 | | — | | 10.3 | |
Liabilities of discontinued operations | | — | | 5.4 | | 176.5 | | 472.7 | | (168.1 | ) | 486.5 | |
Total current liabilities | | 533.5 | | 19.6 | | 1,078.00 | | 699.1 | | (1,566.4 | ) | 763.8 | |
Long-term debt | | — | | 1,250.00 | | — | | 35.1 | | — | | 1,285.10 | |
Pension and related liabilities | | — | | — | | 9.3 | | 259.6 | | — | | 268.9 | |
Intergroup payable | | 24.9 | | 120.5 | | 388.1 | | 946.2 | | (1,479.7 | ) | — | |
Deferred income taxes | | — | | — | | — | | 38.4 | | — | | 38.4 | |
Other liabilities | | — | | 12.7 | | 24.1 | | 65.9 | | — | | 102.7 | |
Total liabilities | | 558.4 | | 1,402.80 | | 1,499.50 | | 2,044.30 | | (3,046.1 | ) | 2,458.90 | |
Restricted stock units | | 24.2 | | — | | — | | — | | — | | 24.2 | |
EQUITY | | | | | | | | | | | | | |
Rockwood Holdings, Inc. stockholders’ equity: | | | | | | | | | | | | | |
Common stock | | 0.8 | | — | | 190.6 | | 164.7 | | (355.3 | ) | 0.8 | |
Paid-in capital | | 1,269.80 | | 1,037.10 | | 515.6 | | 1,694.40 | | (3,247.1 | ) | 1,269.80 | |
Accumulated other comprehensive income | | 103.7 | | 105 | | 6.3 | | 269.6 | | (380.9 | ) | 103.7 | |
Retained earnings (deficit) | | 1,923.10 | | 2,238.90 | | (468.7 | ) | 3,951.70 | | (5,721.9 | ) | 1,923.10 | |
Treasury stock, at cost | | (401.3 | ) | — | | — | | — | | — | | (401.3 | ) |
Total Rockwood Holdings, Inc. stockholders’ equity | | 2,896.10 | | 3,381.00 | | 243.8 | | 6,080.40 | | (9,705.2 | ) | 2,896.10 | |
Noncontrolling interest | | — | | — | | — | | 153.1 | | — | | 153.1 | |
Total equity | | 2,896.10 | | 3,381.00 | | 243.8 | | 6,233.50 | | (9,705.2 | ) | 3,049.20 | |
Total liabilities and equity | | $ | 3,478.70 | | $ | 4,783.80 | | $ | 1,743.30 | | $ | 8,277.80 | | $ | (12,751.3 | ) | $ | 5,532.30 | |
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ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES |
CONSOLIDATING STATEMENT OF CASH FLOWS |
THREE MONTHS ENDED MARCH 31, 2014 |
(Dollars in millions) |
(Unaudited) |
|
| | Parent | | | | | | | | | | Total | |
| | Company | | | | Guarantor | | Non-Guarantor | | Consolidating | | Consolidated | |
| | Guarantor | | Issuer | | Subsidiaries | | Subsidiaries | | Adjustments | | Amounts | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net (loss) income | | $ | (20.8 | ) | $ | (20.8 | ) | $ | 19.6 | | $ | (32.9 | ) | $ | 35.2 | | $ | (19.7 | ) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | | | | | | | | | | | | | |
Equity in undistributed earnings of subsidiaries | | 20.8 | | 8.8 | | (14.8 | ) | 20.8 | | (35.6 | ) | — | |
Income from discontinued operations, net of tax | | — | | (2.0 | ) | 5.3 | | 39.9 | | 0.2 | | 43.4 | |
Gain on sale of discontinued operations, net of tax | | | | 0.1 | | — | | (2.1 | ) | — | | (2.0 | ) |
Depreciation and amortization | | — | | — | | 6 | | 19.2 | | — | | 25.2 | |
Deferred financing costs amortization | | — | | 0.7 | | — | | — | | — | | 0.7 | |
Foreign exchange (gain) loss on financing activities, net | | — | | (0.8 | ) | 0.1 | | 1.3 | | — | | 0.6 | |
Stock-based compensation | | — | | — | | 1.9 | | 0.8 | | — | | 2.7 | |
Deferred income taxes | | — | | 5 | | 1.6 | | (2.7 | ) | 0.1 | | 4 | |
Asset write-downs and other | | — | | — | | — | | 3 | | — | | 3 | |
Excess tax benefits from stock-based payment arrangements | | — | | — | | — | | (1.0 | ) | — | | (1.0 | ) |
Changes in assets and liabilities, net of the effect of foreign currency translation and acquisitions: | | | | | | | | | | | | | |
Accounts receivable | | — | | — | | (4.2 | ) | (18.5 | ) | — | | (22.7 | ) |
Inventories | | — | | — | | (1.1 | ) | 1.2 | | 0.1 | | 0.2 | |
Prepaid expenses and other assets | | — | | — | | 5.7 | | (6.8 | ) | — | | (1.1 | ) |
Accounts payable | | — | | — | | (1.9 | ) | (6.8 | ) | — | | (8.7 | ) |
Income taxes payable | | — | | 6.8 | | (8.6 | ) | 0.4 | | — | | (1.4 | ) |
Accrued expenses and other liabilities | | — | | 12.8 | | (19.1 | ) | 11.4 | | — | | 5.1 | |
Intercompany operating activities, net | | — | | (3.7 | ) | 10.7 | | (7.0 | ) | — | | — | |
Net cash provided by operating activities of continuing operations | | — | | 6.9 | | 1.2 | | 20.2 | | — | | 28.3 | |
Net cash provided by (used in) operating activities of discontinued operations | | — | | 0.4 | | (26.3 | ) | 18.1 | | — | | (7.8 | ) |
Net cash provided by (used in) operating activities | | — | | 7.3 | | (25.1 | ) | 38.3 | | — | | 20.5 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Capital expenditures | | — | | — | | (4.8 | ) | (35.5 | ) | — | | (40.3 | ) |
Proceeds on sale of assets | | — | | — | | — | | 0.4 | | — | | 0.4 | |
Proceeds from intercompany investing related activity | | | | 70 | | | | 0.7 | | (70.7 | ) | — | |
Intercompany investing related payment | | — | | (77.8 | ) | — | | — | | 77.8 | | — | |
Net cash used in investing activities of continuing operations | | — | | (7.8 | ) | (4.8 | ) | (34.4 | ) | 7.1 | | (39.9 | ) |
Net cash (used in) provided by investing activities of discontinued operations | | — | | (0.2 | ) | (18.7 | ) | 17.7 | | — | | (1.2 | ) |
Net cash used in investing activities | | — | | (8.0 | ) | (23.5 | ) | (16.7 | ) | 7.1 | | (41.1 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Issuance of common stock, net of fees | | 1.4 | | — | | — | | — | | — | | 1.4 | |
Excess tax benefits from stock-based payment arrangements | | — | | — | | — | | 1 | | — | | 1 | |
Payments of long-term debt | | — | | — | | — | | (0.7 | ) | — | | (0.7 | ) |
Dividend distributions to stockholders | | (33.3 | ) | — | | — | | — | | — | | (33.3 | ) |
Stock repurchases | | (7.3 | ) | — | | — | | — | | | | (7.3 | ) |
Proceeds from intercompany financing related activity | | 39.2 | | — | | 37.9 | | — | | (77.1 | ) | — | |
Intercompany financing related payments | | — | | — | | — | | (70.0 | ) | 70 | | — | |
Net cash provided by (used in) financing activities of continuing operations | | — | | — | | 37.9 | | (69.7 | ) | (7.1 | ) | (38.9 | ) |
Net cash used in financing activities of discontinued operations | | — | | — | | — | | (0.9 | ) | | | (0.9 | ) |
Net cash provided by (used in) financing activities | | — | | — | | 37.9 | | (70.6 | ) | (7.1 | ) | (39.8 | ) |
Effect of exchange rate changes on cash and cash equivalents | | — | | (0.1 | ) | (0.2 | ) | (0.4 | ) | — | | (0.7 | ) |
Net decrease in cash and cash equivalents | | — | | (0.8 | ) | (10.9 | ) | (49.4 | ) | — | | (61.1 | ) |
Less net increase in cash and cash equivalents from discontinued operations | | — | | — | | — | | 1.1 | | — | | 1.1 | |
Decrease in cash and cash equivalents from continuing operations | | — | | (0.8 | ) | (10.9 | ) | (50.5 | ) | — | | (62.2 | ) |
Cash and cash equivalents, beginning of period | | — | | 12.9 | | 30.9 | | 1,479.00 | | — | | 1,522.80 | |
Cash and cash equivalents, end of period | | $ | — | | $ | 12.1 | | $ | 20 | | $ | 1,428.50 | | $ | — | | $ | 1,460.60 | |
|
ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES |
CONSOLIDATING STATEMENT OF CASH FLOWS |
THREE MONTHS ENDED MARCH 31, 2013 |
(Dollars in millions) |
(Unaudited) |
|
| | Parent | | | | | | | | | | Total | |
| | Company | | | | Guarantor | | Non-Guarantor | | Consolidating | | Consolidated | |
| | Guarantor | | Issuer | | Subsidiaries | | Subsidiaries | | Adjustments | | Amounts | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net income | | $ | 17.8 | | $ | 17.8 | | $ | 18.3 | | $ | 40.5 | | $ | (78.6 | ) | $ | 15.8 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | | | | |
Equity in undistributed earnings of subsidiaries | | (17.8 | ) | (28.8 | ) | (13.9 | ) | (17.8 | ) | 78.3 | | — | |
(Income) loss from discontinued operations, net of tax | | — | | (3.7 | ) | (7.6 | ) | 1.5 | | 0.5 | | (9.3 | ) |
Depreciation and amortization | | — | | — | | 6.7 | | 15.7 | | — | | 22.4 | |
Deferred financing costs amortization | | — | | 0.7 | | 0.3 | | 0.3 | | — | | 1.3 | |
Foreign exchange loss on financing activities, net | | — | | 13.3 | | 0.2 | | 1.6 | | — | | 15.1 | |
Bad debt provision | | — | | — | | (0.1 | ) | 0.1 | | — | | — | |
Stock-based compensation | | — | | — | | 1.9 | | 1.4 | | — | | 3.3 | |
Deferred income taxes | | — | | 12.1 | | 3 | | (19.6 | ) | 0.1 | | (4.4 | ) |
Asset write-downs and other | | — | | — | | — | | 0.1 | | — | | 0.1 | |
Excess tax benefits from stock-based payment arrangements | | — | | — | | — | | (1.4 | ) | — | | (1.4 | ) |
Changes in assets and liabilities, net of the effect of foreign currency translation and acquisitions: | | | | | | | | | | | | | |
Accounts receivable | | — | | — | | (4.0 | ) | (17.1 | ) | — | | (21.1 | ) |
Inventories | | — | | — | | (3.9 | ) | (10.7 | ) | (0.3 | ) | (14.9 | ) |
Prepaid expenses and other assets | | — | | (0.1 | ) | 1 | | (3.2 | ) | — | | (2.3 | ) |
Accounts payable | | — | | — | | (3.5 | ) | 7.6 | | — | | 4.1 | |
Income taxes payable | | — | | (17.8 | ) | (5.1 | ) | 17.7 | | — | | (5.2 | ) |
Accrued expenses and other liabilities | | — | | 13.3 | | 3.2 | | 14.9 | | — | | 31.4 | |
Intercompany operating activities, net | | (0.1 | ) | (0.6 | ) | (4.1 | ) | 4.8 | | | | — | |
Net cash (used in) provided by operating activities of continuing operations | | (0.1 | ) | 6.2 | | (7.6 | ) | 36.4 | | — | | 34.9 | |
Net cash provided by operating activities of discontinued operations | | — | | 1.5 | | 2.8 | | 10.7 | | — | | 15 | |
Net cash (used in) provided by operating activities | | (0.1 | ) | 7.7 | | (4.8 | ) | 47.1 | | — | | 49.9 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Capital expenditures | | — | | — | | (5.3 | ) | (33.9 | ) | — | | (39.2 | ) |
Proceeds from intercompany investing related activity | | — | | — | | — | | 1.4 | | (1.4 | ) | — | |
Intercompany investing related payments | | — | | (547.5 | ) | — | | — | | 547.5 | | — | |
Proceeds on sale of assets | | — | | — | | 0.1 | | — | | — | | 0.1 | |
Net cash used in investing activities of continuing operations | | — | | (547.5 | ) | (5.2 | ) | (32.5 | ) | 546.1 | | (39.1 | ) |
Net cash used in investing activities of discontinued operations | | — | | — | | (4.4 | ) | (24.6 | ) | | | (29.0 | ) |
Net cash used in investing activities | | — | | (547.5 | ) | (9.6 | ) | (57.1 | ) | 546.1 | | (68.1 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Issuance of common stock, net of fees | | 4.7 | | — | | — | | — | | — | | 4.7 | |
Excess tax benefits from stock-based payment arrangements | | — | | — | | — | | 1.4 | | — | | 1.4 | |
Payments of long-term debt | | — | | (13.1 | ) | — | | (0.8 | ) | — | | (13.9 | ) |
Proceeds from long-term debt | | — | | — | | — | | 0.5 | | — | | 0.5 | |
Purchase of noncontrolling interest | | — | | (1.0 | ) | — | | (129.3 | ) | — | | (130.3 | ) |
Dividend distributions to stockholders | | (31.1 | ) | — | | — | | — | | — | | (31.1 | ) |
Stock repurchases | | (89.4 | ) | — | | — | | — | | — | | (89.4 | ) |
Proceeds from intercompany financing related activity | | 115.9 | | — | | 12.4 | | 417.8 | | (546.1 | ) | — | |
Net cash provided by (used in) financing activities of continuing operations | | 0.1 | | (14.1 | ) | 12.4 | | 289.6 | | (546.1 | ) | (258.1 | ) |
Net cash used in financing activities of discontinued operations | | — | | — | | — | | (507.9 | ) | — | | (507.9 | ) |
Net cash provided by (used in) financing activities | | 0.1 | | (14.1 | ) | 12.4 | | (218.3 | ) | (546.1 | ) | (766.0 | ) |
Effect of exchange rate changes on cash and cash equivalents | | — | | (0.8 | ) | — | | 2.5 | | — | | 1.7 | |
Net decrease in cash and cash equivalents | | — | | (554.7 | ) | (2.0 | ) | (225.8 | ) | — | | (782.5 | ) |
Less net increase in cash and cash equivalents from discontinued operations | | — | | — | | — | | 0.6 | | — | | 0.6 | |
Decrease in cash and cash equivalent from continuing operations | | — | | (554.7 | ) | (2.0 | ) | (226.4 | ) | — | | (783.1 | ) |
Cash and cash equivalents of continuing operations, beginning of period | | — | | 665.3 | | 11.4 | | 589.4 | | — | | 1,266.10 | |
Cash and cash equivalents of continuing operations, end of period | | $ | — | | $ | 110.6 | | $ | 9.4 | | $ | 363 | | $ | — | | $ | 483 | |