Financial Information for Guarantors and Non-Guarantors | 3 Months Ended |
Mar. 31, 2015 |
Guarantees [Abstract] | |
Financial Information for Guarantors and Non-Guarantors | 17. FINANCIAL INFORMATION FOR GUARANTORS AND NON-GUARANTORS |
Holdings (presented as Parent in the following schedules), through its 100% owned subsidiary, Affinia (presented as Issuer in the following schedules), issued $250 million of Senior Notes on April 25, 2013. As of March 31, 2015, there were $250 million of Senior Notes outstanding. The notes were offered only to qualified institutional buyers and certain persons in offshore transactions. |
The Senior Notes are fully, irrevocably, unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Company’s current and future domestic subsidiaries (the “Guarantors”). The Senior Notes are general obligations of the Issuer and guaranteed by the Parent and the Guarantors. |
The following unaudited information presents Condensed Consolidating Statements of Operations for the three months ended March 31, 2015 and 2014, Condensed Consolidating Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014, Condensed Consolidating Balance Sheets as of March 31, 2015 and December 31, 2014 and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2015 and 2014 of (i) the Parent, (ii) the Issuer, (iii) the Guarantors, (iv) the Non-Guarantors, and (v) eliminations to arrive at the information for the Company on a consolidated basis. |
|
Affinia Group Intermediate Holdings Inc. |
Guarantor Condensed |
Consolidating Statements of Operations |
For the Three Months Ended March 31, 2015 |
|
| | | | | | | | | | | | | | Non- | | | | | | | Consolidated | | | | |
(Dollars in millions) | | Parent | | | Issuer | | | Guarantor | | | Guarantor | | | Eliminations | | | Total | | | | |
Net sales | | $ | — | | | $ | — | | | $ | 157 | | | $ | 182 | | | $ | (36 | ) | | $ | 303 | | | | |
Cost of sales | | | — | | | | — | | | | (127 | ) | | | (145 | ) | | | 36 | | | | (236 | ) | | | |
Gross profit | | | — | | | | — | | | | 30 | | | | 37 | | | | — | | | | 67 | | | | |
Selling, general and administrative expenses | | | — | | | | (9 | ) | | | (15 | ) | | | (19 | ) | | | — | | | | (43 | ) | | | |
Operating (loss) profit | | | — | | | | (9 | ) | | | 15 | | | | 18 | | | | — | | | | 24 | | | | |
Other income and expense, net | | | — | | | | (1 | ) | | | — | | | | 1 | | | | — | | | | — | | | | |
Interest expense | | | — | | | | (13 | ) | | | — | | | | — | | | | — | | | | (13 | ) | | | |
(Loss) income before income tax provision, | | | — | | | | (23 | ) | | | 15 | | | | 19 | | | | — | | | | 11 | | | | |
equity in income (loss), net of tax |
and noncontrolling interest |
Income tax provision | | | — | | | | — | | | | — | | | | (6 | ) | | | — | | | | (6 | ) | | | |
Equity in income (loss), net of tax | | | 5 | | | | 28 | | | | 13 | | | | — | | | | (46 | ) | | | — | | | | |
Net income (loss) | | | 5 | | | | 5 | | | | 28 | | | | 13 | | | | (46 | ) | | | 5 | | | | |
Less: net income attributable to noncontrolling | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | |
interest, net of tax |
Net income (loss) attributable to the Company | | | 5 | | | | 5 | | | | 28 | | | | 13 | | | | (46 | ) | | | 5 | | | | |
|
Guarantor Condensed |
Consolidating Statements of Comprehensive Income (Loss) |
For the Three Months Ended March 31, 2015 |
|
|
| | | | | | | | | | | | | | Non- | | | | | | | Consolidated | | | | |
(Dollars in millions) | | Parent | | | Issuer | | | Guarantor | | | Guarantor | | | Eliminations | | | Total | | | | |
Net income (loss) | | $ | 5 | | | $ | 5 | | | $ | 28 | | | $ | 13 | | | $ | (46 | ) | | $ | 5 | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in the fair value of interest rate swap | | | (3 | ) | | | (3 | ) | | | — | | | | — | | | | 3 | | | | (3 | ) | | | |
Reclassification into earnings from interest rate swap | | | 1 | | | | 1 | | | | — | | | | — | | | | (1 | ) | | | 1 | | | | |
Change in foreign currency translation adjustments | | | (28 | ) | | | (28 | ) | | | — | | | | (28 | ) | | | 56 | | | | (28 | ) | | | |
Total other comprehensive (loss) income | | | (30 | ) | | | (30 | ) | | | — | | | | (28 | ) | | | 58 | | | | (30 | ) | | | |
Total comprehensive income (loss) | | | (25 | ) | | | (25 | ) | | | 28 | | | | (15 | ) | | | 12 | | | | (25 | ) | | | |
Less: comprehensive income attributable to noncontrolling interest, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | |
Comprehensive income (loss) attributable to the Company | | $ | (25 | ) | | $ | (25 | ) | | $ | 28 | | | $ | (15 | ) | | $ | 12 | | | $ | (25 | ) | | | |
|
Affinia Group Intermediate Holdings Inc. |
Guarantor Condensed |
Consolidating Statements of Operations |
For the Three Months Ended March 31, 2014 |
|
| | | | | | | | | | | | | | Non- | | | | | | | Consolidated | | | | |
(Dollars in millions) | | Parent | | | Issuer | | | Guarantor | | | Guarantor | | | Eliminations | | | Total | | | | |
Net sales | | $ | — | | | $ | — | | | $ | 170 | | | $ | 201 | | | $ | (40 | ) | | $ | 331 | | | | |
Cost of sales | | | — | | | | — | | | | (136 | ) | | | (159 | ) | | | 40 | | | | (255 | ) | | | |
Gross profit | | | — | | | | — | | | | 34 | | | | 42 | | | | — | | | | 76 | | | | |
Selling, general and administrative expenses | | | — | | | | (12 | ) | | | (18 | ) | | | (21 | ) | | | — | | | | (51 | ) | | | |
Operating (loss) profit | | | — | | | | (12 | ) | | | 16 | | | | 21 | | | | — | | | | 25 | | | | |
Other income and expense, net | | | — | | | | (1 | ) | | | (5 | ) | | | (2 | ) | | | — | | | | (8 | ) | | | |
Interest expense | | | — | | | | (14 | ) | | | — | | | | (1 | ) | | | — | | | | (15 | ) | | | |
(Loss) income before income tax provision, | | | — | | | | (27 | ) | | | 11 | | | | 18 | | | | — | | | | 2 | | | | |
equity in income (loss), net of tax |
and noncontrolling interest |
Income tax provision | | | — | | | | 1 | | | | — | | | | (5 | ) | | | — | | | | (4 | ) | | | |
Equity in income (loss), net of tax | | | (1 | ) | | | 25 | | | | 14 | | | | — | | | | (38 | ) | | | — | | | | |
Net income (loss) from continuing operations | | | (1 | ) | | | (1 | ) | | | 25 | | | | 13 | | | | (38 | ) | | | (2 | ) | | | |
Income from discontinued operations, net of tax | | | — | | | | — | | | | — | | | | 1 | | | | — | | | | 1 | | | | |
Net income (loss) | | | (1 | ) | | | (1 | ) | | | 25 | | | | 14 | | | | (38 | ) | | | (1 | ) | | | |
Less: net income attributable to noncontrolling | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | |
interest, net of tax |
Net income (loss) attributable to the Company | | | (1 | ) | | | (1 | ) | | | 25 | | | | 14 | | | | (38 | ) | | | (1 | ) | | | |
|
Guarantor Condensed |
Consolidating Statements of Comprehensive Income (Loss) |
For the Three Months Ended March 31, 2014 |
|
|
| | | | | | | | | | | | | | Non- | | | | | | | Consolidated | | | | |
(Dollars in millions) | | Parent | | | Issuer | | | Guarantor | | | Guarantor | | | Eliminations | | | Total | | | | |
Net income (loss) | | $ | (1 | ) | | $ | (1 | ) | | $ | 25 | | | $ | 14 | | | $ | (38 | ) | | $ | (1 | ) | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in the fair value of interest rate swap | | | (2 | ) | | | (2 | ) | | | — | | | | — | | | | 2 | | | | (2 | ) | | | |
Change in foreign currency translation adjustments | | | 2 | | | | 2 | | | | — | | | | 2 | | | | (4 | ) | | | 2 | | | | |
Total other comprehensive (loss) income | | | — | | | | — | | | | — | | | | 2 | | | | (2 | ) | | | — | | | | |
Total comprehensive income (loss) | | | (1 | ) | | | (1 | ) | | | 25 | | | | 16 | | | | (40 | ) | | | (1 | ) | | | |
Less: comprehensive income attributable to noncontrolling interest, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | |
Comprehensive income (loss) attributable to the Company | | $ | (1 | ) | | $ | (1 | ) | | $ | 25 | | | $ | 16 | | | $ | (40 | ) | | $ | (1 | ) | | | |
|
Affinia Group Intermediate Holdings Inc. |
Guarantor Condensed |
Consolidating Balance Sheets |
31-Mar-15 |
|
|
(Dollars in millions) | | Parent | | | Issuer | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | | | | |
Guarantor | Total | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 20 | | | $ | — | | | $ | 28 | | | $ | — | | | $ | 48 | | | | |
Restricted cash | | | — | | | | — | | | | — | | | | 4 | | | | — | | | | 4 | | | | |
Accounts receivable | | | — | | | | — | | | | 46 | | | | 98 | | | | — | | | | 144 | | | | |
Inventories, net | | | — | | | | — | | | | 104 | | | | 120 | | | | — | | | | 224 | | | | |
Other current assets | | | — | | | | 32 | | | | — | | | | 54 | | | | — | | | | 86 | | | | |
Total current assets | | | — | | | | 52 | | | | 150 | | | | 304 | | | | — | | | | 506 | | | | |
Investments and other assets | | | — | | | | 126 | | | | 36 | | | | 26 | | | | — | | | | 188 | | | | |
Intercompany investments | | | (243 | ) | | | 395 | | | | 743 | | | | — | | | | (895 | ) | | | — | | | | |
Intercompany (payables) receivables | | | — | | | | 15 | | | | (494 | ) | | | 479 | | | | — | | | | — | | | | |
Property, plant and equipment, net | | | — | | | | 1 | | | | 57 | | | | 60 | | | | — | | | | 118 | | | | |
Total assets | | $ | (243 | ) | | $ | 589 | | | $ | 492 | | | $ | 869 | | | $ | (895 | ) | | $ | 812 | | | | |
Liabilities and shareholder's equity | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 6 | | | $ | 73 | | | $ | 61 | | | $ | — | | | $ | 140 | | | | |
Notes payable | | | — | | | | — | | | | — | | | | 23 | | | | — | | | | 23 | | | | |
Accrued payroll and employee benefits | | | — | | | | 4 | | | | 6 | | | | 7 | | | | — | | | | 17 | | | | |
Other accrued expenses | | | — | | | | 23 | | | | 18 | | | | 27 | | | | — | | | | 68 | | | | |
Total current liabilities | | | — | | | | 33 | | | | 97 | | | | 118 | | | | — | | | | 248 | | | | |
Deferred employee benefits and noncurrent liabilities | | | — | | | | 6 | | | | — | | | | 8 | | | | — | | | | 14 | | | | |
Long-term debt | | | — | | | | 792 | | | | — | | | | — | | | | — | | | | 792 | | | | |
Total liabilities | | | — | | | | 831 | | | | 97 | | | | 126 | | | | — | | | | 1,054 | | | | |
Total shareholder's (deficit) equity | | | (243 | ) | | | (242 | ) | | | 395 | | | | 743 | | | | (895 | ) | | | (242 | ) | | | |
Total liabilities and shareholder's (deficit) equity | | $ | (243 | ) | | $ | 589 | | | $ | 492 | | | $ | 869 | | | $ | (895 | ) | | $ | 812 | | | | |
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|
Affinia Group Intermediate Holdings Inc. |
Guarantor Condensed |
Consolidating Balance Sheets |
31-Dec-14 |
|
|
(Dollars in millions) | | Parent | | | Issuer | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | | | | |
Guarantor | Total | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 10 | | | $ | — | | | $ | 35 | | | $ | — | | | $ | 45 | | | | |
Restricted cash | | | — | | | | — | | | | — | | | | 4 | | | | — | | | | 4 | | | | |
Accounts receivable | | | — | | | | — | | | | 44 | | | | 101 | | | | — | | | | 145 | | | | |
Inventories, net | | | — | | | | — | | | | 98 | | | | 116 | | | | — | | | | 214 | | | | |
Other current assets | | | — | | | | 44 | | | | 1 | | | | 60 | | | | — | | | | 105 | | | | |
Total current assets | | | — | | | | 54 | | | | 143 | | | | 316 | | | | — | | | | 513 | | | | |
Investments and other assets | | | — | | | | 121 | | | | 36 | | | | 28 | | | | — | | | | 185 | | | | |
Intercompany investments | | | (220 | ) | | | 388 | | | | 749 | | | | — | | | | (917 | ) | | | — | | | | |
Intercompany (payables) receivables | | | — | | | | 48 | | | | (508 | ) | | | 460 | | | | — | | | | — | | | | |
Property, plant and equipment, net | | | — | | | | 1 | | | | 57 | | | | 65 | | | | — | | | | 123 | | | | |
Total assets | | $ | (220 | ) | | $ | 612 | | | $ | 477 | | | $ | 869 | | | $ | (917 | ) | | $ | 821 | | | | |
Liabilities and shareholder's equity | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 10 | | | $ | 70 | | | $ | 58 | | | $ | — | | | $ | 138 | | | | |
Notes payable | | | — | | | | — | | | | — | | | | 19 | | | | — | | | | 19 | | | | |
Accrued payroll and employee benefits | | | — | | | | 9 | | | | 4 | | | | 7 | | | | — | | | | 20 | | | | |
Other accrued expenses | | | — | | | | 15 | | | | 15 | | | | 28 | | | | — | | | | 58 | | | | |
Total current liabilities | | | — | | | | 34 | | | | 89 | | | | 112 | | | | — | | | | 235 | | | | |
Deferred employee benefits and noncurrent liabilities | | | — | | | | 5 | | | | — | | | | 8 | | | | — | | | | 13 | | | | |
Long-term debt | | | — | | | | 792 | | | | — | | | | — | | | | — | | | | 792 | | | | |
Total liabilities | | | — | | | | 831 | | | | 89 | | | | 120 | | | | — | | | | 1,040 | | | | |
Total shareholder's (deficit) equity | | | (220 | ) | | | (219 | ) | | | 388 | | | | 749 | | | | (917 | ) | | | (219 | ) | | | |
Total liabilities and shareholder's (deficit) equity | | $ | (220 | ) | | $ | 612 | | | $ | 477 | | | $ | 869 | | | $ | (917 | ) | | $ | 821 | | | | |
|
|
Affinia Group Intermediate Holdings Inc. |
Guarantor Condensed |
Consolidating Statement of Cash Flows |
For the Three Months Ended March 31, 2015 |
|
|
(Dollars in millions) | | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Consolidated | | | | |
Guarantor | Total | | | |
Operating activities | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | — | | | $ | 11 | | | $ | 2 | | | $ | (4 | ) | | $ | — | | | $ | 9 | | | | |
Investing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions to property, plant and equipment | | | — | | | | — | | | | (2 | ) | | | (3 | ) | | | — | | | | (5 | ) | | | |
Net cash used in investing activities | | | — | | | | — | | | | (2 | ) | | | (3 | ) | | | — | | | | (5 | ) | | | |
Financing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds of other debt | | | — | | | | — | | | | — | | | | 4 | | | | — | | | | 4 | | | | |
Other financing activities | | | — | | | | (1 | ) | | | — | | | | — | | | | — | | | | (1 | ) | | | |
Net cash (used in) provided by financing activities | | | — | | | | (1 | ) | | | — | | | | 4 | | | | — | | | | 3 | | | | |
Effect of exchange rates on cash | | | — | | | | — | | | | — | | | | (4 | ) | | | — | | | | (4 | ) | | | |
Increase (Decrease) in cash and cash equivalents | | | — | | | | 10 | | | | — | | | | (7 | ) | | | — | | | | 3 | | | | |
Cash and cash equivalents at beginning of the period | | | — | | | | 10 | | | | — | | | | 35 | | | | — | | | | 45 | | | | |
Cash and cash equivalents at end of the period | | $ | — | | | $ | 20 | | | $ | — | | | $ | 28 | | | $ | — | | | $ | 48 | | | | |
|
|
Affinia Group Intermediate Holdings Inc. |
Guarantor Condensed |
Consolidating Statement of Cash Flows |
For the Three Months Ended March 31, 2014 |
|
|
(Dollars in millions) | | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Consolidated | | | | |
Guarantor | Total | | | |
Operating activities | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | $ | — | | | $ | (30 | ) | | $ | 3 | | | $ | 6 | | | $ | — | | | $ | (21 | ) | | | |
Investing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of an equity method investment | | | — | | | | 4 | | | | — | | | | — | | | | — | | | | 4 | | | | |
Additions to property, plant and equipment | | | — | | | | — | | | | (3 | ) | | | (2 | ) | | | — | | | | (5 | ) | | | |
Net cash provided by (used in) investing activities | | | — | | | | 4 | | | | (3 | ) | | | (2 | ) | | | — | | | | (1 | ) | | | |
Financing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Payment of deferred financing costs | | | — | | | | (1 | ) | | | — | | | | — | | | | — | | | | (1 | ) | | | |
Repayment of debt | | | — | | | | (2 | ) | | | — | | | | (6 | ) | | | — | | | | (8 | ) | | | |
Net cash used in financing activities | | | — | | | | (3 | ) | | | — | | | | (6 | ) | | | — | | | | (9 | ) | | | |
Effect of exchange rates on cash | | | — | | | | — | | | | — | | | | (3 | ) | | | — | | | | (3 | ) | | | |
Decrease in cash and cash equivalents | | | — | | | | (29 | ) | | | — | | | | (5 | ) | | | — | | | | (34 | ) | | | |
Cash and cash equivalents at beginning of the period | | | — | | | | 68 | | | | — | | | | 33 | | | | — | | | | 101 | | | | |
Cash and cash equivalents at end of the period | | $ | — | | | $ | 39 | | | $ | — | | | $ | 28 | | | $ | — | | | $ | 67 | | | | |
|