Condensed Consolidating Financial Statements | 6 Months Ended |
Jun. 30, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Condensed consolidating financial information | ' |
Condensed consolidating financial information |
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The Senior Notes issued by the Company are fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed by certain of our 100% owned subsidiaries. The following condensed consolidating financial information has been prepared in accordance with the requirements for presentation of such information (statements of comprehensive income were omitted as all other comprehensive income is attributed to the Company and was not material in any period presented). The condensed consolidating financial information presented below is not indicative of what the financial position, results of operations or cash flows would have been had each of the entities operated as an independent company during the period for various reasons, including, but not limited to, intercompany transactions and integration of systems. |
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The condensed consolidating financial information is presented separately for: |
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i. | Catamaran Corporation (the parent company), the issuer of the Senior Notes; | | | | | | | | | | | | | | | | | | |
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ii. | Guarantor subsidiaries, on a combined basis, as specified in the indenture governing Catamaran's obligations under the Senior Notes; | | | | | | | | | | | | | | | | | | |
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iii. | Non-guarantor subsidiaries, on a combined basis; | | | | | | | | | | | | | | | | | | |
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iv. | Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Catamaran Corporation, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and | | | | | | | | | | | | | | | | | | |
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v. | Catamaran Corporation and subsidiaries on a consolidated basis. | | | | | | | | | | | | | | | | | | |
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CATAMARAN CORPORATION |
Condensed Consolidated Balance Sheets |
June 30, 2014 |
(in thousands) |
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| Catamaran Corporation | | Guarantors | | Non-Guarantors | | Consolidations | | Consolidated |
ASSETS | | | | | | | | | |
Current assets | | | | | | | | | | | |
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Cash and cash equivalents | 260,944 | | | 421,581 | | | 27,023 | | | — | | | 709,548 | |
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Restricted cash | — | | | 27,387 | | | 4,836 | | | — | | | 32,223 | |
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Accounts receivable, net | 218 | | | 808,956 | | | 472,889 | | | (108,457 | ) | | 1,173,606 | |
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Rebates receivable | 10,422 | | | 1,504,529 | | | 72,053 | | | (678,788 | ) | | 908,216 | |
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Other current assets | 268 | | | 152,292 | | | 66,959 | | | — | | | 219,519 | |
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Intercompany receivable | 169,821 | | | 232,816 | | | — | | | (402,637 | ) | | — | |
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Total current assets | 441,673 | | | 3,147,561 | | | 643,760 | | | (1,189,882 | ) | | 3,043,112 | |
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Property and equipment, net | 70 | | | 156,598 | | | 41,724 | | | — | | | 198,392 | |
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Goodwill | — | | | 4,641,174 | | | 83,465 | | | — | | | 4,724,639 | |
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Other intangible assets, net | — | | | 1,053,528 | | | 17,928 | | | — | | | 1,071,456 | |
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Investment in subsidiaries | 6,073,578 | | | 129,117 | | | 37,071 | | | (6,239,766 | ) | | — | |
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Other long-term assets | 15,836 | | | 47,080 | | | 22,184 | | | (4,813 | ) | | 80,287 | |
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Total assets | $ | 6,531,157 | | | $ | 9,175,058 | | | $ | 846,132 | | | $ | (7,434,461 | ) | | $ | 9,117,886 | |
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LIABILITIES AND EQUITY | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
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Accounts payable | $ | 29 | | | $ | 1,098,017 | | | $ | 44,886 | | | $ | (142,172 | ) | | $ | 1,000,760 | |
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Accrued expenses and other current liabilities | 10,402 | | | 236,591 | | | 28,583 | | | — | | | 275,576 | |
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Rebates payable | — | | | 1,560,151 | | | 61,494 | | | (678,788 | ) | | 942,857 | |
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Current portion - long-term debt | 68,750 | | | — | | | — | | | — | | | 68,750 | |
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Intercompany payable | — | | | — | | | 332,249 | | | (332,249 | ) | | — | |
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Total current liabilities | 79,181 | | | 2,894,759 | | | 467,212 | | | (1,153,209 | ) | | 2,287,943 | |
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Deferred income taxes | — | | | 271,362 | | | 5,302 | | | — | | | 276,664 | |
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Long-term debt | 1,379,432 | | | — | | | — | | | — | | | 1,379,432 | |
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Other long-term liabilities | 1,792 | | | 70,679 | | | 24,707 | | | — | | | 97,178 | |
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Total liabilities | 1,460,405 | | | 3,236,800 | | | 497,221 | | | (1,153,209 | ) | | 4,041,217 | |
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Commitments and contingencies (Note 10) | | | | | | | | | | | | | | |
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Shareholders’ equity | | | | | | | | | | | |
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Total shareholders' equity | 5,070,752 | | | 5,938,258 | | | 347,666 | | | (6,285,924 | ) | | 5,070,752 | |
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Non-controlling interest | — | | | — | | | 1,245 | | | 4,672 | | | 5,917 | |
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Total equity | 5,070,752 | | | 5,938,258 | | | 348,911 | | | (6,281,252 | ) | | 5,076,669 | |
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Total liabilities and equity | $ | 6,531,157 | | | $ | 9,175,058 | | | $ | 846,132 | | | $ | (7,434,461 | ) | | $ | 9,117,886 | |
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CATAMARAN CORPORATION |
Condensed Consolidated Balance Sheets |
December 31, 2013 |
(in thousands) |
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| Catamaran Corporation | | Guarantors | | Non-Guarantors | | Consolidations | | Consolidated |
ASSETS | | | | | | | | | |
Current assets | | | | | | | | | | | |
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Cash and cash equivalents | $ | 15,090 | | | $ | 350,889 | | | $ | 21,262 | | | $ | — | | | $ | 387,241 | |
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Restricted cash | — | | | 27,384 | | | 4,836 | | | — | | | 32,220 | |
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Accounts receivable, net | 194 | | | 954,006 | | | 61,319 | | | (55,933 | ) | | 959,586 | |
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Rebates receivable | 35,777 | | | 473,924 | | | 92,227 | | | (295,973 | ) | | 305,955 | |
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Other current assets | 107 | | | 114,808 | | | 16,785 | | | 20,973 | | | 152,673 | |
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Intercompany receivable | 130,743 | | | — | | | 125,888 | | | (256,631 | ) | | — | |
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Total current assets | 181,911 | | | 1,921,011 | | | 322,317 | | | (587,564 | ) | | 1,837,675 | |
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Property and equipment, net | 69 | | | 188,676 | | | 8,262 | | | — | | | 197,007 | |
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Goodwill | — | | | 4,636,810 | | | 83,465 | | | — | | | 4,720,275 | |
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Other intangible assets, net | — | | | 1,160,205 | | | 21,214 | | | — | | | 1,181,419 | |
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Investment in subsidiaries | 5,980,865 | | | 105,947 | | | — | | | (6,086,812 | ) | | — | |
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Other long-term assets | 15,674 | | | 30,144 | | | 59,932 | | | (46,363 | ) | | 59,387 | |
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Total assets | $ | 6,178,519 | | | $ | 8,042,793 | | | $ | 495,190 | | | $ | (6,720,739 | ) | | $ | 7,995,763 | |
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LIABILITIES AND EQUITY | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
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Accounts payable | $ | — | | | $ | 840,055 | | | $ | 37,251 | | | $ | (59,501 | ) | | $ | 817,805 | |
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Accrued expenses and other current liabilities | 2,947 | | | 200,071 | | | 28,403 | | | 22,679 | | | 254,100 | |
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Rebates payable | — | | | 612,173 | | | 40,065 | | | (295,973 | ) | | 356,265 | |
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Current portion - long-term debt | 50,000 | | | — | | | — | | | — | | | 50,000 | |
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Intercompany payable | — | | | 232,124 | | | — | | | (232,124 | ) | | — | |
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Total current liabilities | 52,947 | | | 1,884,423 | | | 105,719 | | | (564,919 | ) | | 1,478,170 | |
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Deferred income taxes | — | | | 296,040 | | | 5,301 | | | — | | | 301,341 | |
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Long-term debt | 1,215,363 | | | — | | | — | | | — | | | 1,215,363 | |
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Other long-term liabilities | 1,719 | | | 86,600 | | | 23,651 | | | (22,579 | ) | | 89,391 | |
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Total liabilities | 1,270,029 | | | 2,267,063 | | | 134,671 | | | (587,498 | ) | | 3,084,265 | |
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Commitments and contingencies (Note 10) | | | | | | | | | | | | | | |
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Shareholders’ equity | | | | | | | | | | | |
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Total shareholders' equity | 4,908,490 | | | 5,775,730 | | | 359,274 | | | (6,135,004 | ) | | 4,908,490 | |
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Non-controlling interest | — | | | — | | | 1,245 | | | 1,763 | | | 3,008 | |
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Total equity | 4,908,490 | | | 5,775,730 | | | 360,519 | | | (6,133,241 | ) | | 4,911,498 | |
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Total liabilities and equity | $ | 6,178,519 | | | $ | 8,042,793 | | | $ | 495,190 | | | $ | (6,720,739 | ) | | $ | 7,995,763 | |
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CATAMARAN CORPORATION |
Condensed Consolidated Statements of Operations |
Three Months ended June 30, 2014 |
(in thousands) |
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| Catamaran Corporation | | Guarantors | | Non-Guarantors | | Consolidations | | Consolidated |
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Revenue | $ | 8,650 | | | $ | 5,185,019 | | | $ | 743,397 | | | $ | (551,258 | ) | | $ | 5,385,808 | |
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Cost of revenue | 7,407 | | | 4,924,447 | | | 675,399 | | | (551,258 | ) | | 5,055,995 | |
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Gross profit | 1,243 | | | 260,572 | | | 67,998 | | | — | | | 329,813 | |
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Expenses: | | | | | | | | | | | | |
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Selling, general and administrative | 815 | | | 97,536 | | | 28,284 | | | — | | | 126,635 | |
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Depreciation of property and equipment | 8 | | | 11,737 | | | 1,348 | | | — | | | 13,093 | |
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Amortization of intangible assets | — | | | 53,339 | | | 1,638 | | | — | | | 54,977 | |
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| 823 | | | 162,612 | | | 31,270 | | | — | | | 194,705 | |
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Operating income | 420 | | | 97,960 | | | 36,728 | | | — | | | 135,108 | |
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Interest and other expense, net | 14,110 | | | 864 | | | 652 | | | — | | | 15,626 | |
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Equity (income) in subsidiaries | (85,122 | ) | | (11,526 | ) | | — | | | 96,648 | | | — | |
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Income before income taxes | 71,432 | | | 108,622 | | | 36,076 | | | (96,648 | ) | | 119,482 | |
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Income tax expense | — | | | 23,500 | | | 9,741 | | | — | | | 33,241 | |
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Net income | 71,432 | | | 85,122 | | | 26,335 | | | (96,648 | ) | | 86,241 | |
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Less net income attributable to non-controlling interest | — | | | — | | | — | | | 14,809 | | | 14,809 | |
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Net income attributable to the Company | $ | 71,432 | | | $ | 85,122 | | | $ | 26,335 | | | $ | (111,457 | ) | | $ | 71,432 | |
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CATAMARAN CORPORATION |
Condensed Consolidated Statements of Operations |
Three Months ended June 30, 2013 |
(in thousands) |
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| Catamaran Corporation | | Guarantors | | Non-Guarantors | | Consolidations | | Consolidated |
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Revenue | $ | 8,725 | | | $ | 3,066,659 | | | $ | 500,755 | | | $ | (158,709 | ) | | $ | 3,417,430 | |
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Cost of revenue | 7,555 | | | 2,854,996 | | | 448,999 | | | (158,709 | ) | | 3,152,841 | |
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Gross profit | 1,170 | | | 211,663 | | | 51,756 | | | — | | | 264,589 | |
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Expenses: | | | | | | | | | | | | |
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Selling, general and administrative | 195 | | | 80,770 | | | 18,923 | | | — | | | 99,888 | |
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Depreciation of property and equipment | 5 | | | 7,233 | | | 700 | | | — | | | 7,938 | |
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Amortization of intangible assets | — | | | 48,422 | | | 1,670 | | | — | | | 50,092 | |
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| 200 | | | 136,425 | | | 21,293 | | | — | | | 157,918 | |
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Operating income | 970 | | | 75,238 | | | 30,463 | | | — | | | 106,671 | |
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Interest and other expense, net | 9,512 | | | 981 | | | 414 | | | — | | | 10,907 | |
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Equity (income) in subsidiaries | (71,963 | ) | | (12,697 | ) | | — | | | 84,660 | | | — | |
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Income before income taxes | 63,421 | | | 86,954 | | | 30,049 | | | (84,660 | ) | | 95,764 | |
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Income tax expense | — | | | 14,991 | | | 9,616 | | | — | | | 24,607 | |
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Net income | 63,421 | | | 71,963 | | | 20,433 | | | (84,660 | ) | | 71,157 | |
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Less net income attributable to non-controlling interest | — | | | — | | | — | | | 7,736 | | | 7,736 | |
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Net income attributable to the Company | $ | 63,421 | | | $ | 71,963 | | | $ | 20,433 | | | $ | (92,396 | ) | | $ | 63,421 | |
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CATAMARAN CORPORATION |
Condensed Consolidated Statements of Operations |
Six Months ended June 30, 2014 |
(in thousands) |
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| Catamaran Corporation | | Guarantors | | Non-Guarantors | | Consolidations | | Consolidated |
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Revenue | $ | 19,690 | | | $ | 9,889,672 | | | $ | 1,440,813 | | | $ | (1,049,888 | ) | | $ | 10,300,287 | |
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Cost of revenue | 17,001 | | | 9,390,995 | | | 1,297,705 | | | (1,049,888 | ) | | 9,655,813 | |
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Gross profit | 2,689 | | | 498,677 | | | 143,108 | | | — | | | 644,474 | |
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Expenses: | | | | | | | | | | | | |
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Selling, general and administrative | 1,134 | | | 198,865 | | | 57,154 | | | — | | | 257,153 | |
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Depreciation of property and equipment | 17 | | | 22,975 | | | 2,469 | | | — | | | 25,461 | |
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Amortization of intangible assets | — | | | 106,677 | | | 3,286 | | | — | | | 109,963 | |
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| 1,151 | | | 328,517 | | | 62,909 | | | — | | | 392,577 | |
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Operating income | 1,538 | | | 170,160 | | | 80,199 | | | — | | | 251,897 | |
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Interest and other expense, net | 24,076 | | | 1,643 | | | 1,243 | | | — | | | 26,962 | |
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Equity (income) in subsidiaries | (157,415 | ) | | (28,929 | ) | | — | | | 186,344 | | | — | |
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Income before income taxes | 134,877 | | | 197,446 | | | 78,956 | | | (186,344 | ) | | 224,935 | |
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Income tax expense | — | | | 40,031 | | | 21,318 | | | — | | | 61,349 | |
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Net income | 134,877 | | | 157,415 | | | 57,638 | | | (186,344 | ) | | 163,586 | |
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Less net income attributable to non-controlling interest | — | | | — | | | — | | | 28,709 | | | 28,709 | |
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Net income attributable to the Company | $ | 134,877 | | | $ | 157,415 | | | $ | 57,638 | | | $ | (215,053 | ) | | $ | 134,877 | |
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CATAMARAN CORPORATION |
Condensed Consolidated Statements of Operations |
Six Months ended June 30, 2013 |
(in thousands) |
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| Catamaran Corporation | | Guarantors | | Non-Guarantors | | Consolidations | | Consolidated |
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Revenue | $ | 16,638 | | | $ | 5,971,687 | | | $ | 967,589 | | | $ | (318,767 | ) | | $ | 6,637,147 | |
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Cost of revenue | 14,693 | | | 5,562,268 | | | 865,991 | | | (318,767 | ) | | 6,124,185 | |
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Gross profit | 1,945 | | | 409,419 | | | 101,598 | | | — | | | 512,962 | |
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Expenses: | | | | | | | | | | | | |
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Selling, general and administrative | 509 | | | 162,734 | | | 37,143 | | | — | | | 200,386 | |
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Depreciation of property and equipment | 14 | | | 13,501 | | | 1,393 | | | — | | | 14,908 | |
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Amortization of intangible assets | — | | | 96,844 | | | 3,304 | | | — | | | 100,148 | |
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| 523 | | | 273,079 | | | 41,840 | | | — | | | 315,442 | |
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Operating income | 1,422 | | | 136,340 | | | 59,758 | | | — | | | 197,520 | |
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Interest and other expense, net | 19,462 | | | 1,518 | | | 966 | | | — | | | 21,946 | |
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Equity (income) in subsidiaries | (132,866 | ) | | (26,866 | ) | | — | | | 159,732 | | | — | |
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Income before income taxes | 114,826 | | | 161,688 | | | 58,792 | | | (159,732 | ) | | 175,574 | |
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Income tax expense | — | | | 28,822 | | | 18,813 | | | — | | | 47,635 | |
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Net income | 114,826 | | | 132,866 | | | 39,979 | | | (159,732 | ) | | 127,939 | |
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Less net income attributable to non-controlling interest | — | | | — | | | — | | | 13,113 | | | 13,113 | |
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Net income attributable to the Company | $ | 114,826 | | | $ | 132,866 | | | $ | 39,979 | | | $ | (172,845 | ) | | $ | 114,826 | |
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CATAMARAN CORPORATION |
Condensed Consolidated Statements of Cash Flows |
Six Months ended June 30, 2014 |
(in thousands) |
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| Catamaran Corporation | | Guarantors | | Non-Guarantors | | Consolidations | | Consolidated |
Cash flows from operating activities: | | | | | | | | | | | | |
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Net cash provided (used) by operating activities | $ | 152,832 | | | $ | 591,827 | | | $ | (314,610 | ) | | $ | (237,163 | ) | | $ | 192,886 | |
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Cash flows from investing activities: | | | | | | | | | | | | |
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Acquisitions, net of cash acquired | — | | | (2,026 | ) | | — | | | — | | | (2,026 | ) |
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Purchases of property and equipment | (18 | ) | | (18,671 | ) | | (14,184 | ) | | — | | | (32,873 | ) |
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Net cash used by investing activities | (18 | ) | | (20,697 | ) | | (14,184 | ) | | — | | | (34,899 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | |
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Proceeds from issuance of debt | 492,500 | | | — | | | — | | | — | | | 492,500 | |
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Repayment of long-term debt | (312,500 | ) | | — | | | — | | | — | | | (312,500 | ) |
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Payment of financing costs | (1,963 | ) | | — | | | — | | | — | | | (1,963 | ) |
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Proceeds from exercise of options | 7,026 | | | (2,057 | ) | | (25 | ) | | — | | | 4,944 | |
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Proceeds from exercise of warrants | 3,453 | | | — | | | — | | | — | | | 3,453 | |
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Tax benefit on option exercises | — | | | 3,955 | | | 38 | | | — | | | 3,993 | |
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Net transactions with parent and affiliates | (114,078 | ) | | (483,936 | ) | | 335,051 | | | 262,963 | | | — | |
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Distributions to non-controlling interest | — | | | — | | | — | | | (25,800 | ) | | (25,800 | ) |
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Proceeds from restricted stock | 18,588 | | | (18,079 | ) | | (509 | ) | | — | | | — | |
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Other | — | | | (321 | ) | | — | | | — | | | (321 | ) |
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Net cash provided (used) by financing activities | 93,026 | | | (500,438 | ) | | 334,555 | | | 237,163 | | | 164,306 | |
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Effect of foreign exchange on cash balances | 14 | | | — | | | — | | | — | | | 14 | |
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Change in cash and cash equivalents | 245,854 | | | 70,692 | | | 5,761 | | | — | | | 322,307 | |
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Cash and cash equivalents, beginning of period | 15,090 | | | 350,889 | | | 21,262 | | | — | | | 387,241 | |
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Cash and cash equivalents, end of period | $ | 260,944 | | | $ | 421,581 | | | $ | 27,023 | | | $ | — | | | $ | 709,548 | |
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CATAMARAN CORPORATION |
Condensed Consolidated Statements of Cash Flows |
Six Months ended June 30, 2013 |
(in thousands) |
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| Catamaran Corporation | | Guarantors | | Non-Guarantors | | Consolidations | | Consolidated |
Cash flows from operating activities: | | | | | | | | | | | | |
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Net cash provided (used) by operating activities | $ | 60,033 | | | $ | 292,494 | | | $ | 40,384 | | | $ | (156,658 | ) | | $ | 236,253 | |
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Cash flows from investing activities: | | | | | | | | | | | | |
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Acquisitions, net of cash acquired | — | | | — | | | (7,076 | ) | | — | | | (7,076 | ) |
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Purchases of property and equipment | — | | | (71,919 | ) | | (216 | ) | | — | | | (72,135 | ) |
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Proceeds from restricted cash | — | | | 20,004 | | | — | | | — | | | 20,004 | |
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Net cash used by investing activities | — | | | (51,915 | ) | | (7,292 | ) | | — | | | (59,207 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | |
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Proceeds from issuance of debt | 100,000 | | | — | | | — | | | — | | | 100,000 | |
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Repayment of long-term debt | (250,000 | ) | | — | | | — | | | — | | | (250,000 | ) |
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Payment of financing costs | (2,347 | ) | | — | | | — | | | — | | | (2,347 | ) |
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Proceeds from exercise of options | 2,744 | | | (806 | ) | | (10 | ) | | — | | | 1,928 | |
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Tax benefit on option exercises | — | | | 9,472 | | | 7 | | | — | | | 9,479 | |
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Payments of contingent consideration | — | | | (18,338 | ) | | (4,865 | ) | | — | | | (23,203 | ) |
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Net transactions with parent and affiliates | 51,480 | | | (187,511 | ) | | (30,742 | ) | | 166,773 | | | — | |
|
Distributions to non-controlling interest | — | | | — | | | — | | | (10,115 | ) | | (10,115 | ) |
|
Proceeds from restricted stock | 24,462 | | | (23,886 | ) | | (576 | ) | | — | | | — | |
|
Net cash (used) provided by financing activities | (73,661 | ) | | (221,069 | ) | | (36,186 | ) | | 156,658 | | | (174,258 | ) |
|
Effect of foreign exchange on cash balances | 24 | | | — | | | — | | | — | | | 24 | |
|
Change in cash and cash equivalents | (13,604 | ) | | 19,510 | | | (3,094 | ) | | — | | | 2,812 | |
|
Cash and cash equivalents, beginning of period | 33,603 | | | 303,833 | | | 33,340 | | | — | | | 370,776 | |
|
Cash and cash equivalents, end of period | $ | 19,999 | | | $ | 323,343 | | | $ | 30,246 | | | $ | — | | | $ | 373,588 | |
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