Financial Information for the Company and Its Subsidiaries | 3 Months Ended |
Mar. 31, 2014 |
Financial Information for the Company and Its Subsidiaries | ' |
Financial Information for the Company and Its Subsidiaries | ' |
Note 7 — Financial Information for the Company and Its Subsidiaries |
|
The Company’s payment obligations under the Senior Notes are guaranteed, jointly and severally, by all of the Company’s wholly owned domestic subsidiaries that guarantee the obligations of the Company under the Credit Facility. These guarantees are full and unconditional, subject, in the case of the subsidiary guarantors, to customary release provisions. The Company conducts substantially all of its business through its subsidiaries. In servicing payments to be made on the Senior Notes and other indebtedness, and to satisfy other liquidity requirements, the Company will rely, in large part, on cash flows from these subsidiaries, mainly in the form of dividends, royalties and advances or payments on account of intercompany loan arrangements. The ability of these subsidiaries to make dividend payments to the Company will be affected by, among other factors, the obligations of these entities to their creditors, requirements of corporate and other law, and restrictions contained in agreements entered into by or relating to these entities. |
|
The following supplemental condensed consolidating financial information sets forth balance sheets, statements of comprehensive (loss) income and statements of cash flows for the Company, the guarantor subsidiaries, the non-guarantor subsidiaries and elimination entries necessary to consolidate the Company and its subsidiaries. This information is presented in lieu of separate financial statements and other related disclosures pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” |
|
The operating and investing activities of the separate legal entities are fully interdependent and integrated. Accordingly, the results of the separate legal entities are not representative of what the operating results would be on a standalone basis. |
|
Condensed Consolidating Balance Sheet |
March 31, 2014 |
|
| | Issuer | | Combined | | Combined | | Eliminations | | Consolidated | |
Guarantor | Non- |
Subsidiaries | Guarantor |
| Subsidiaries |
ASSETS | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash | | $ | 4,789 | | $ | — | | $ | 8,393 | | $ | — | | $ | 13,182 | |
Accounts receivable, net | | 6 | | 63,100 | | 17,834 | | — | | 80,940 | |
Inventories | | — | | 26,716 | | 9,913 | | — | | 36,629 | |
Other current assets | | 60,487 | | (54,367 | ) | 1,280 | | — | | 7,400 | |
Total current assets | | 65,282 | | 35,449 | | 37,420 | | — | | 138,151 | |
Property, plant and equipment, net | | 7,823 | | 17,078 | | 2,658 | | — | | 27,559 | |
Goodwill | | — | | 310,576 | | 46,931 | | — | | 357,507 | |
Intangible assets, net | | — | | 268,916 | | 35,982 | | (1,244 | ) | 303,654 | |
Investment in subsidiaries | | 627,915 | | 113,737 | | — | | (741,652 | ) | — | |
Investment in affiliate | | 10,000 | | — | | — | | — | | 10,000 | |
Deferred financing costs and other assets, net | | 3,265 | | 87 | | — | | — | | 3,352 | |
Total assets | | $ | 714,285 | | $ | 745,843 | | $ | 122,991 | | $ | (742,896 | ) | $ | 840,223 | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 786 | | $ | 16,255 | | $ | 4,192 | | $ | — | | $ | 21,233 | |
Accrued expenses and other current liabilities | | 16,981 | | 10,283 | | 5,021 | | — | | 32,285 | |
Due to Clorox | | 69 | | 23 | | (1 | ) | — | | 91 | |
Due to Parent | | 695 | | — | | — | | — | | 695 | |
Current portion of long-term debt, less discount | | 79 | | — | | — | | — | | 79 | |
Total current liabilities | | 18,610 | | 26,561 | | 9,212 | | — | | 54,383 | |
Long-term debt, less discount and current portion | | 544,464 | | — | | — | | — | | 544,464 | |
Other liability | | 2,500 | | — | | — | | — | | 2,500 | |
Deferred income taxes | | 5,121 | | 81,367 | | 42 | | — | | 86,530 | |
Total liabilities | | 570,695 | | 107,928 | | 9,254 | | — | | 687,877 | |
Shareholder’s equity | | 143,590 | | 637,915 | | 113,737 | | (742,896 | ) | 152,346 | |
Total liabilities and shareholder’s equity | | $ | 714,285 | | $ | 745,843 | | $ | 122,991 | | $ | (742,896 | ) | $ | 840,223 | |
|
Condensed Consolidating Balance Sheet |
Year Ended December 31, 2013 |
|
| | Issuer | | Combined | | Combined | | Eliminations | | Consolidated | |
Guarantor | Non- | Total |
Subsidiaries | Guarantor | |
| Subsidiaries | |
ASSETS | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash | | $ | 14,843 | | $ | — | | $ | 6,410 | | $ | — | | $ | 21,253 | |
Accounts receivable | | 78 | | 44,885 | | 17,247 | | — | | 62,210 | |
Inventory | | — | | 24,553 | | 9,490 | | — | | 34,043 | |
Other current assets | | 53,853 | | (45,072 | ) | 1,009 | | — | | 9,790 | |
Total current assets | | 68,774 | | 24,366 | | 34,156 | | — | | 127,296 | |
Property, plant and equipment | | 8,061 | | 18,037 | | 2,838 | | — | | 28,936 | |
Goodwill | | — | | 310,576 | | 48,250 | | — | | 358,826 | |
Intangible assets | | — | | 276,461 | | 38,198 | | (1,189 | ) | 313,470 | |
Investment in subsidiaries | | 647,107 | | 115,394 | | — | | (762,501 | ) | — | |
Other assets | | 3,632 | | 87 | | — | | — | | 3,719 | |
Total assets | | $ | 727,574 | | $ | 744,921 | | $ | 123,442 | | $ | (763,690 | ) | $ | 832,247 | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 169 | | $ | 5,103 | | $ | 2,856 | | $ | — | | $ | 8,128 | |
Accrued expenses and other current liabilities | | 10,063 | | 8,263 | | 5,129 | | — | | 23,455 | |
Due to Clorox | | 69 | | 23 | | (1 | ) | — | | 91 | |
Due to Parent | | 745 | | — | | — | | — | | 745 | |
Notes payable, current portion | | 71 | | — | | — | | — | | 71 | |
Total current liabilities | | 11,117 | | 13,389 | | 7,984 | | | | 32,490 | |
Notes payable, less current portion and discount | | 553,511 | | — | | — | | — | | 553,511 | |
Other liabilities | | 2,500 | | — | | — | | — | | 2,500 | |
Deferred income taxes | | 5,121 | | 84,425 | | 64 | | — | | 89,610 | |
Total liabilities | | 572,249 | | 97,814 | | 8,048 | | — | | 678,111 | |
Shareholder’s equity | | 155,325 | | 647,107 | | 115,394 | | (763,690 | ) | 154,136 | |
Total liabilities and shareholder’s equity | | $ | 727,574 | | $ | 744,921 | | $ | 123,442 | | $ | (763,690 | ) | $ | 832,247 | |
|
Condensed Consolidating Statement of Comprehensive Income (Loss) |
Three months ended March 31, 2014 |
|
| | Issuer | | Combined | | Combined | | Eliminations | | Consolidated | |
Guarantor | Non- |
Subsidiaries | Guarantor |
| Subsidiaries |
Net sales | | $ | — | | $ | 66,428 | | $ | 20,359 | | $ | (6,228 | ) | $ | 80,559 | |
Cost of products sold | | — | | 33,765 | | 14,117 | | (6,228 | ) | 41,654 | |
Gross profit | | — | | 32,663 | | 6,242 | | — | | 38,905 | |
Operating expenses: | | | | | | | | | | | |
Selling and administrative expenses | | 5,729 | | 2,941 | | 2,882 | | — | | 11,552 | |
Advertising costs | | — | | 3,924 | | 1,481 | | — | | 5,405 | |
Research and development costs | | — | | 608 | | — | | — | | 608 | |
Amortization of acquired intangible assets | | — | | 7,545 | | 1,566 | | — | | 9,111 | |
Total operating expenses | | 5,729 | | 15,018 | | 5,929 | | — | | 26,676 | |
Operating (loss) profit | | (5,729 | ) | 17,645 | | 313 | | — | | 12,229 | |
Non-operating expenses: | | | | | | | | | | | |
Interest expense | | 11,949 | | — | | — | | — | | 11,949 | |
Other expense, net | | (425 | ) | — | | 4 | | — | | (421 | ) |
(Loss) earnings before (benefit) provision for income taxes | | (17,253 | ) | 17,645 | | 309 | | — | | 701 | |
(Benefit) provision for income taxes | | (6,406 | ) | 6,775 | | 258 | | — | | 627 | |
Equity earnings (loss) of subsidiaries, net of taxes | | 10,921 | | 51 | | — | | (10,972 | ) | — | |
Net (loss) earnings | | $ | 74 | | $ | 10,921 | | $ | 51 | | $ | (10,972 | ) | $ | 74 | |
| | | | | | | | | | | |
Other comprehensive loss: | | | | | | | | | | | |
Foreign currency translation | | (1,892 | ) | (1,892 | ) | (1,892 | ) | 3,784 | | (1,892 | ) |
Comprehensive loss | | $ | (1,818 | ) | $ | 9,029 | | $ | (1,841 | ) | $ | (7,188 | ) | $ | (1,818 | ) |
|
Condensed Consolidating Statement of Comprehensive (Loss) Income |
Three months ended March 31, 2013 |
|
| | | | | | Combined | | | | | |
| | | | Combined | | Non- | | | | | |
| | | | Guarantor | | Guarantor | | | | | |
| | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | |
Net sales | | $ | — | | $ | 61,797 | | $ | 18,606 | | $ | (5,990 | ) | $ | 74,413 | |
Cost of products sold | | — | | 34,238 | | 12,237 | | (5,990 | ) | 40,485 | |
Gross profit | | — | | 27,559 | | 6,369 | | — | | 33,928 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Selling and administrative expenses | | 4,300 | | 2,742 | | 2,561 | | — | | 9,603 | |
Advertising costs | | — | | 2,099 | | 1,474 | | — | | 3,573 | |
Research and development costs | | — | | 638 | | — | | — | | 638 | |
Amortization of acquired intangible assets | | — | | 7,545 | | 1,630 | | — | | 9,175 | |
Total operating expenses | | 4,300 | | 13,024 | | 5,665 | | — | | 22,989 | |
Operating (loss) profit | | (4,300 | ) | 14,535 | | 704 | | — | | 10,939 | |
Non-operating expenses: | | | | | | | | | | | |
Interest expense | | 11,906 | | — | | — | | — | | 11,906 | |
Other expense, net | | — | | 4 | | 108 | | — | | 112 | |
(Loss) earnings before income taxes | | (16,206 | ) | 14,531 | | 596 | | — | | (1,079 | ) |
(Benefit) provision for income taxes | | (6,103 | ) | 5,373 | | 157 | | — | | (573 | ) |
Equity earnings of subsidiaries, net of taxes | | 9,597 | | 439 | | — | | (10,036 | ) | — | |
Net (loss) earnings | | $ | (506 | ) | $ | 9,597 | | $ | 439 | | $ | (10,036 | ) | $ | (506 | ) |
Other comprehensive (loss) income: | | | | | | | | | | | |
Foreign currency translation | | (1,760 | ) | (1,760 | ) | (1,760 | ) | 3,520 | | (1,760 | ) |
Comprehensive (loss) income | | $ | (2,266 | ) | $ | 7,837 | | $ | (1,321 | ) | $ | (6,516 | ) | $ | (2,266 | ) |
|
Condensed Consolidating Statement of Cash Flows |
Three months ended March 31, 2014 |
|
| | Issuer | | Combined | | Combined | | Eliminations | | Consolidated | |
Guarantor | Non- |
Subsidiaries | Guarantor |
| Subsidiaries |
Cash flows from operating activities: | | | | | | | | | | | |
Net (loss) earnings | | $ | 74 | | $ | 10,921 | | $ | 51 | | $ | (10,972 | ) | $ | 74 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | | 1,550 | | 8,577 | | 1,792 | | — | | 11,919 | |
Share-based compensation | | 27 | | — | | — | | — | | 27 | |
Deferred income taxes | | (16 | ) | (3,060 | ) | (22 | ) | — | | (3,098 | ) |
Equity earnings of subsidiaries, net of taxes | | (10,921 | ) | (51 | ) | — | | 10,972 | | — | |
Other | | — | | — | | 2 | | — | | 2 | |
Cash effect of changes in: | | | | | | | | | | | |
Accounts receivable, net | | 72 | | (18,215 | ) | (587 | ) | — | | (18,730 | ) |
Inventories | | — | | (2,163 | ) | (423 | ) | — | | (2,586 | ) |
Prepaid taxes | | (6,432 | ) | 9,262 | | | | — | | 2,830 | |
Other current assets | | (216 | ) | 34 | | (269 | ) | — | | (451 | ) |
Accounts payable and accrued liabilities | | 7,537 | | 13,171 | | 1,228 | | — | | 21,936 | |
Intercompany and other | | 18,277 | | (18,406 | ) | 231 | | — | | 102 | |
Net cash provided by operating activities: | | 9,952 | | 70 | | 2,003 | | — | | 12,025 | |
| | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Capital expenditures | | (206 | ) | (70 | ) | (52 | ) | — | | (328 | ) |
Acquisition, net | | (10,000 | ) | — | | — | | — | | (10,000 | ) |
Net cash used in investing activities | | (10,206 | ) | (70 | ) | (52 | ) | — | | (10,328 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Principal payments on term loan | | (9,750 | ) | — | | — | | — | | (9,750 | ) |
Payment of advance from Parent | | (50 | ) | — | | — | | — | | (50 | ) |
Net cash used in by financing activities | | (9,800 | ) | — | | — | | — | | (9,800 | ) |
| | | | | | | | | | | |
Effect of exchange rate changes on cash | | — | | — | | 32 | | — | | 32 | |
Net increase in cash | | (10,054 | ) | — | | 1,983 | | — | | (8,071 | ) |
Cash at beginning of period | | 14,843 | | — | | 6,410 | | — | | 21,253 | |
Cash at end of period | | $ | 4,789 | | $ | — | | $ | 8,393 | | $ | — | | $ | 13,182 | |
|
Condensed Consolidating Statement of Cash Flows |
Three months ended March 31, 2013 |
|
| | | | | | Combined | | | | | |
| | | | Combined | | Non- | | | | | |
| | | | Guarantor | | Guarantor | | | | | |
| | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
Cash flows from operating activities: | | | | | | | | | | | |
Net (loss) earnings | | $ | (506 | ) | $ | 9,597 | | $ | 439 | | $ | (10,036 | ) | $ | (506 | ) |
Adjustments: | | | | | | | | | | | |
Depreciation and amortization | | 1,493 | | 8,593 | | 1,797 | | — | | 11,883 | |
Share-based compensation | | 65 | | — | | — | | — | | 65 | |
Deferred income taxes | | — | | (3,648 | ) | 316 | | — | | (3,332 | ) |
Equity earnings of subsidiaries, net of taxes | | (9,597 | ) | (439 | ) | — | | 10,036 | | — | |
Cash effect of changes in: | | | | | | | | | | | |
Accounts receivable | | 34 | | (8,225 | ) | 2,328 | | — | | (5,863 | ) |
Inventories | | — | | (2,200 | ) | (733 | ) | — | | (2,933 | ) |
Prepaid taxes | | 1,940 | | — | | 82 | | — | | 2,022 | |
Other current assets | | 485 | | (2,391 | ) | 60 | | — | | (1,846 | ) |
Accounts payable and accrued liabilities | | 3,964 | | 7,682 | | (2,859 | ) | — | | 8,787 | |
Due from Clorox | | — | | — | | (31 | ) | — | | (31 | ) |
Intercompany and other | | 3,637 | | (8,176 | ) | 4,490 | | — | | (49 | ) |
Net cash (used in) provided by operating activities | | 1,515 | | 793 | | 5,889 | | — | | 8,197 | |
| | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Capital expenditures | | — | | (793 | ) | (151 | ) | — | | (944 | ) |
Net cash used in investing activities | | — | | (793 | ) | (151 | ) | — | | (944 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Principal payments on term loan | | (750 | ) | — | | — | | — | | (750 | ) |
Net cash provided by financing activities | | (750 | ) | — | | — | | — | | (750 | ) |
| | | | | | | | | | | |
Effect of exchange rate on cash | | | | | | 1 | | | | 1 | |
Net increase (decrease) in cash | | 765 | | — | | 5,739 | | — | | 6,504 | |
Cash at beginning of period | | 1,477 | | — | | 2,729 | | — | | 4,206 | |
Cash at end of period | | $ | 2,242 | | $ | — | | $ | 8,468 | | $ | — | | $ | 10,710 | |