Supplemental Guarantor Information | 12 Months Ended |
Dec. 31, 2013 |
Supplemental Guarantor Information | ' |
19 | Supplemental Guarantor Information | | | | | | | | | | | | | | | | | | | | | | | |
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The payment obligations under the 2019 Notes (see Note 9) are guaranteed, jointly and severally, by Dynacast International Inc. (the “Parent”) and all of the Parent’s 100% owned domestic subsidiaries (other than the Issuers) that guarantee the obligations of Dynacast International under the Credit Facility. These guarantees are full and unconditional, subject, in the case of the subsidiary guarantors, to customary release provisions. The Issuers are also 100% owned subsidiaries of the Parent. The 2019 Notes and the guarantees are secured by second priority liens on substantially all of the Issuers’ assets and the assets of the guarantors (whether owned or hereafter arising or acquired), subject to certain exceptions, permitted liens and encumbrances. The 2019 Notes are instruments of the Issuers and are reflected on their balance sheets. “Pushdown” accounting has been applied to the guarantors and non-guarantors to reflect the application of purchase accounting resulting from the acquisition by the Parent on July 19, 2011 (Notes 1 and 3). |
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Each of the Parent and the Issuers is a holding company, with no material operations of its own and only limited assets. Dynacast conducts the vast majority of its business operations through its subsidiaries. In servicing payments to be made on the 2019 Notes and other indebtedness, and to satisfy other liquidity requirements, Dynacast 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 inter-company loan arrangements. The ability of these subsidiaries to make dividend payments to the Parent or Issuers 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. |
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The following supplemental condensed combining financial information sets forth, on a combining basis, balance sheets, statements of operations and statements of cash flows for the Parent, the Issuers, the guarantor subsidiaries, the non-guarantor subsidiaries and elimination entries necessary to consolidate the Parent and its subsidiaries. The condensed combining financial information has been prepared on the same basis as the consolidated financial statements of Dynacast as of and for the years ended December 31, 2013 and 2012 and the Successor 2011 Period. The Parent, the Issuers and the guarantors account for their investments in subsidiaries using the equity method of accounting; therefore, the Parent column, the Issuers column and the Guarantor columns reflect the equity in net earnings/losses of its subsidiary guarantors and subsidiary non-guarantors, as appropriate. |
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The Predecessor Company condensed combining financial statements for the Predecessor 2011 Period have been prepared on the same basis as the combined financial statements of the Predecessor Company. Due to the structure of the Predecessor Company, there was no ownership among the guarantor and non-guarantor subsidiaries prior to July 19, 2011. |
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Condensed Combining Statements of Operations |
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| | Successor Company | |
For the Year Ended December 31, 2013 |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
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Net sales | | $ | — | | | $ | — | | | $ | 100.3 | | | $ | 484.8 | | | $ | (5.1 | ) | | $ | 580 | |
Costs of goods sold | | | — | | | | — | | | | (77.5 | ) | | | (369.3 | ) | | | 5.1 | | | | (441.7 | ) |
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Gross margin | | | — | | | | — | | | | 22.8 | | | | 115.5 | | | | — | | | | 138.3 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense | | | (5.9 | ) | | | (0.3 | ) | | | (18.4 | ) | | | (44.3 | ) | | | — | | | | (68.9 | ) |
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Total operating expenses | | | (5.9 | ) | | | (0.3 | ) | | | (18.4 | ) | | | (44.3 | ) | | | — | | | | (68.9 | ) |
Operating (loss) income | | | (5.9 | ) | | | (0.3 | ) | | | 4.4 | | | | 71.2 | | | | — | | | | 69.4 | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other income, net | | | (14.1 | ) | | | (43.3 | ) | | | 32.5 | | | | (28.7 | ) | | | — | | | | (53.6 | ) |
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(Loss) income before income taxes | | | (20.0 | ) | | | (43.6 | ) | | | 36.9 | | | | 42.5 | | | | — | | | | 15.8 | |
Income tax expense | | | 1.8 | | | | 18 | | | | (21.1 | ) | | | (13.3 | ) | | | — | | | | (14.6 | ) |
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Net (loss) income before equity in net earnings of unconsolidated subsidiaries | | | (18.2 | ) | | | (25.6 | ) | | | 15.8 | | | | 29.2 | | | | — | | | | 1.2 | |
Equity in net earnings of unconsolidated subsidiaries | | | 19 | | | | 44.6 | | | | 28.8 | | | | — | | | | (92.4 | ) | | | — | |
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Net income | | | 0.8 | | | | 19 | | | | 44.6 | | | | 29.2 | | | | (92.4 | ) | | | 1.2 | |
Less: net income attributable to non-controlling interests | | | — | | | | — | | | | — | | | | (0.4 | ) | | | — | | | | (0.4 | ) |
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Net income attributable to controlling stockholders | | $ | 0.8 | | | $ | 19 | | | $ | 44.6 | | | $ | 28.8 | | | $ | (92.4 | ) | | $ | 0.8 | |
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Total comprehensive income | | $ | 7 | | | $ | 24.7 | | | $ | 52.6 | | | $ | 36.1 | | | $ | (113.4 | ) | | $ | 7 | |
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| | Successor Company | |
| | For the Year Ended December 31, 2012 | |
| | (As Recast) | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
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Net sales | | $ | — | | | $ | — | | | $ | 91.6 | | | $ | 433.3 | | | $ | (5.5 | ) | | $ | 519.4 | |
Costs of goods sold | | | — | | | | — | | | | (70.0 | ) | | | (333.5 | ) | | | 5.5 | | | | (398.0 | ) |
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Gross margin | | | — | | | | — | | | | 21.6 | | | | 99.8 | | | | — | | | | 121.4 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense | | | (5.5 | ) | | | (0.2 | ) | | | (15.7 | ) | | | (40.7 | ) | | | — | | | | (62.1 | ) |
Transaction costs | | | (0.1 | ) | | | (0.1 | ) | | | — | | | | (0.4 | ) | | | — | | | | (0.6 | ) |
Restructuring expense | | | — | | | | — | | | | — | | | | (0.5 | ) | | | — | | | | (0.5 | ) |
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Total operating expenses | | | (5.6 | ) | | | (0.3 | ) | | | (15.7 | ) | | | (41.6 | ) | | | — | | | | (63.2 | ) |
Operating (loss) income | | | (5.6 | ) | | | (0.3 | ) | | | 5.9 | | | | 58.2 | | | | — | | | | 58.2 | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other (expense) income, net | | | (12.4 | ) | | | (42.3 | ) | | | 34.1 | | | | (31.3 | ) | | | — | | | | (51.9 | ) |
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(Loss) income before income taxes | | | (18.0 | ) | | | (42.6 | ) | | | 40 | | | | 26.9 | | | | — | | | | 6.3 | |
Income tax benefit (expense) | | | 2.2 | | | | 15.9 | | | | (17.7 | ) | | | (7.3 | ) | | | — | | | | (6.9 | ) |
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Net (loss) income before equity in net earnings of unconsolidated subsidiaries | | | (15.8 | ) | | | (26.7 | ) | | | 22.3 | | | | 19.6 | | | | — | | | | (0.6 | ) |
Equity in net earnings of unconsolidated subsidiaries | | | 14.9 | | | | 41.6 | | | | 19.3 | | | | — | | | | (75.8 | ) | | | — | |
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Net (loss) income | | | (0.9 | ) | | | 14.9 | | | | 41.6 | | | | 19.6 | | | | (75.8 | ) | | | (0.6 | ) |
Less: net income attributable to non-controlling interests | | | — | | | | — | | | | — | | | | (0.3 | ) | | | — | | | | (0.3 | ) |
Less: Series A preferred stock dividends and accretion | | | (0.2 | ) | | | — | | | | — | | | | — | | | | — | | | | (0.2 | ) |
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Net (loss) income attributable to controlling stockholders | | $ | (1.1 | ) | | $ | 14.9 | | | $ | 41.6 | | | $ | 19.3 | | | $ | (75.8 | ) | | $ | (1.1 | ) |
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Total comprehensive income (loss) | | $ | 9.2 | | | $ | 25 | | | $ | 64.4 | | | $ | 31.7 | | | $ | (121.1 | ) | | $ | 9.2 | |
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| | Successor Company | |
| | For the Period July 20, 2011 to December 31, 2011 | |
| | (As Recast) | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
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Net sales | | $ | — | | | $ | — | | | $ | 38.5 | | | $ | 176.1 | | | $ | (2.8 | ) | | $ | 211.8 | |
Costs of goods sold | | | — | | | | — | | | | (31.9 | ) | | | (142.3 | ) | | | 2.8 | | | | (171.4 | ) |
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Gross margin | | | — | | | | — | | | | 6.6 | | | | 33.8 | | | | — | | | | 40.4 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense | | | (2.1 | ) | | | — | | | | (5.1 | ) | | | (14.2 | ) | | | — | | | | (21.4 | ) |
Transaction costs | | | (16.3 | ) | | | (0.1 | ) | | | — | | | | (0.1 | ) | | | — | | | | (16.5 | ) |
Restructuring expense | | | — | | | | — | | | | — | | | | (0.1 | ) | | | — | | | | (0.1 | ) |
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Total operating expenses | | | (18.4 | ) | | | (0.1 | ) | | | (5.1 | ) | | | (14.4 | ) | | | — | | | | (38.0 | ) |
Operating (loss) income | | | (18.4 | ) | | | (0.1 | ) | | | 1.5 | | | | 19.4 | | | | — | | | | 2.4 | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other (expense) income, net | | | (0.6 | ) | | | (23.5 | ) | | | 2.5 | | | | (4.0 | ) | | | — | | | | (25.6 | ) |
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(Loss) income before income taxes | | | (19.0 | ) | | | (23.6 | ) | | | 4 | | | | 15.4 | | | | — | | | | (23.2 | ) |
Income tax benefit (expense) | | | 1.2 | | | | 7.9 | | | | (4.7 | ) | | | (2.3 | ) | | | — | | | | 2.1 | |
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Net (loss) income before equity in net (losses) earnings of unconsolidated subsidiaries | | | (17.8 | ) | | | (15.7 | ) | | | (0.7 | ) | | | 13.1 | | | | — | | | | (21.1 | ) |
Equity in net (losses) earnings of unconsolidated subsidiaries | | | (3.4 | ) | | | 12.3 | | | | 13 | | | | — | | | | (21.9 | ) | | | — | |
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Net (loss) income | | | (21.2 | ) | | | (3.4 | ) | | | 12.3 | | | | 13.1 | | | | (21.9 | ) | | | (21.1 | ) |
Less: net income attributable to non-controlling interests | | | — | | | | — | | | | — | | | | (0.1 | ) | | | — | | | | (0.1 | ) |
Less: Series A preferred stock dividends and accretion | | | (3.3 | ) | | | — | | | | — | | | | — | | | | — | | | | (3.3 | ) |
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Net (loss) income attributable to controlling stockholders | | $ | (24.5 | ) | | $ | (3.4 | ) | | $ | 12.3 | | | $ | 13 | | | $ | (21.9 | ) | | $ | (24.5 | ) |
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Total comprehensive income (loss) | | $ | (49.2 | ) | | $ | (31.4 | ) | | $ | (17.6 | ) | | $ | (16.3 | ) | | $ | 64.7 | | | $ | (49.8 | ) |
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| | Predecessor Company | | | | | | | | | |
| | For the Period January 1, 2011 to July 19, 2011 | | | | | | | | | |
(in millions of dollars) | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Combined | | | | | | | | | |
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Net sales | | $ | 47.3 | | | $ | 221.9 | | | $ | (2.3 | ) | | $ | 266.9 | | | | | | | | | |
Costs of goods sold | | | (38.4 | ) | | | (167.6 | ) | | | 2.3 | | | | (203.7 | ) | | | | | | | | |
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Gross margin | | | 8.9 | | | | 54.3 | | | | — | | | | 63.2 | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense | | | (7.1 | ) | | | (17.2 | ) | | | — | | | | (24.3 | ) | | | | | | | | |
Restructuring credit | | | — | | | | 0.8 | | | | — | | | | 0.8 | | | | | | | | | |
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Total operating expenses | | | (7.1 | ) | | | (16.4 | ) | | | — | | | | (23.5 | ) | | | | | | | | |
Operating income | | | 1.8 | | | | 37.9 | | | | — | | | | 39.7 | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other income, net | | | (0.7 | ) | | | (0.7 | ) | | | — | | | | (1.4 | ) | | | | | | | | |
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Income before income taxes | | | 1.1 | | | | 37.2 | | | | — | | | | 38.3 | | | | | | | | | |
Income tax expense | | | (0.5 | ) | | | (9.3 | ) | | | — | | | | (9.8 | ) | | | | | | | | |
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Net income | | | 0.6 | | | | 27.9 | | | | — | | | | 28.5 | | | | | | | | | |
Less: net income attributable to non-controlling interests | | | — | | | | (0.2 | ) | | | — | | | | (0.2 | ) | | | | | | | | |
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Net income attributable to controlling stockholders | | $ | 0.6 | | | $ | 27.7 | | | $ | — | | | $ | 28.3 | | | | | | | | | |
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Total comprehensive income | | $ | 0.4 | | | $ | 33.6 | | | $ | — | | | $ | 34 | | | | | | | | | |
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Condensed Consolidating Balance Sheets |
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| | As of December 31, 2013 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
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Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 6.5 | | | $ | — | | | $ | 30.3 | | | $ | — | | | $ | 36.8 | |
Accounts receivable, net | | | — | | | | — | | | | 13.7 | | | | 83.3 | | | | — | | | | 97 | |
Inventory | | | — | | | | — | | | | 7 | | | | 38 | | | | — | | | | 45 | |
Prepaids and other assets | | | 0.2 | | | | 0.8 | | | | 4.4 | | | | 13.2 | | | | (3.4 | ) | | | 15.2 | |
Deferred income taxes | | | — | | | | — | | | | 3.8 | | | | 2.3 | | | | (1.2 | ) | | | 4.9 | |
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Total current assets | | | 0.2 | | | | 7.3 | | | | 28.9 | | | | 167.1 | | | | (4.6 | ) | | | 198.9 | |
Property and equipment, net | | | — | | | | — | | | | 26.6 | | | | 122.1 | | | | — | | | | 148.7 | |
Intangible assets, net | | | — | | | | — | | | | 25.8 | | | | 223.2 | | | | — | | | | 249 | |
Goodwill | | | — | | | | — | | | | 30.8 | | | | 215.9 | | | | — | | | | 246.7 | |
Other assets | | | 246.4 | | | | 683.4 | | | | 567 | | | | 55.5 | | | | (1,526.9 | ) | | | 25.4 | |
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Total assets | | $ | 246.6 | | | $ | 690.7 | | | $ | 679.1 | | | $ | 783.8 | | | $ | (1,531.5 | ) | | $ | 868.7 | |
Liabilities and Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | 0.5 | | | | — | | | | 7.9 | | | | 59.3 | | | | — | | | | 67.7 | |
Income taxes payable | | | — | | | | — | | | | — | | | | 5.8 | | | | — | | | | 5.8 | |
Accrued expenses and other liabilities | | | 1.5 | | | | 3.8 | | | | 13.4 | | | | 38.1 | | | | (3.4 | ) | | | 53.4 | |
Accrued interest | | | — | | | | 15 | | | | — | | | | — | | | | — | | | | 15 | |
Deferred revenue | | | — | | | | — | | | | 3.6 | | | | 8.6 | | | | — | | | | 12.2 | |
Current portion of accrued pension and retirement benefit obligations | | | — | | | | — | | | | — | | | | 0.8 | | | | — | | | | 0.8 | |
Current portion of long-term debt | | | — | | | | 5.6 | | | | — | | | | — | | | | — | | | | 5.6 | |
Deferred income taxes | | | — | | | | 1.1 | | | | — | | | | 0.4 | | | | (1.1 | ) | | | 0.4 | |
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Total current liabilities | | | 2 | | | | 25.5 | | | | 24.9 | | | | 113 | | | | (4.5 | ) | | | 160.9 | |
Accrued interest and dividends | | | 17.9 | | | | — | | | | — | | | | — | | | | — | | | | 17.9 | |
Accrued pension and retirement benefit obligations | | | — | | | | — | | | | 1.9 | | | | 20.6 | | | | — | | | | 22.5 | |
Notes payable to affiliate, net | | | 26.7 | | | | 45.7 | | | | 7.1 | | | | 43.2 | | | | (122.7 | ) | | | — | |
Long-term debt, net | | | — | | | | 378.8 | | | | — | | | | 5.9 | | | | — | | | | 384.7 | |
Mandatorily redeemable preferred stock | | | 53 | | | | — | | | | — | | | | 283.6 | | | | (283.6 | ) | | | 53 | |
Warrants | | | 15.6 | | | | — | | | | — | | | | — | | | | — | | | | 15.6 | |
Deferred income taxes | | | — | | | | — | | | | 44 | | | | 65.2 | | | | (40.3 | ) | | | 68.9 | |
Other liabilities | | | — | | | | — | | | | 3.7 | | | | 6 | | | | — | | | | 9.7 | |
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Total liabilities | | | 115.2 | | | | 450 | | | | 81.6 | | | | 537.5 | | | | (451.1 | ) | | | 733.2 | |
Convertible redeemable preferred stock | | | — | | | | — | | | | — | | | | 51.6 | | | | (51.6 | ) | | | — | |
Puttable common stock | | | 1.5 | | | | — | | | | — | | | | — | | | | — | | | | 1.5 | |
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Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Total equity attributable to controlling stockholders | | | 129.9 | | | | 240.7 | | | | 597.5 | | | | 190.6 | | | | (1,028.8 | ) | | | 129.9 | |
Non-controlling interests | | | — | | | | — | | | | — | | | | 4.1 | | | | — | | | | 4.1 | |
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Total equity | | | 129.9 | | | | 240.7 | | | | 597.5 | | | | 194.7 | | | | (1,028.8 | ) | | | 134 | |
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Total liabilities and equity | | $ | 246.6 | | | $ | 690.7 | | | $ | 679.1 | | | $ | 783.8 | | | $ | (1,531.5 | ) | | $ | 868.7 | |
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| | As of December 31, 2012 | |
| | (As Recast) | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
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Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 2.3 | | | $ | 2.5 | | | $ | 23.2 | | | $ | — | | | $ | 28 | |
Accounts receivable, net | | | — | | | | — | | | | 13.3 | | | | 74.3 | | | | — | | | | 87.6 | |
Inventory | | | — | | | | — | | | | 4.6 | | | | 32.1 | | | | — | | | | 36.7 | |
Prepaids and other assets | | | 0.2 | | | | 0.1 | | | | 4.2 | | | | 12.1 | | | | (2.1 | ) | | | 14.5 | |
Deferred income taxes | | | 0.2 | | | | — | | | | 2.8 | | | | 0.8 | | | | 0.5 | | | | 4.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 0.4 | | | | 2.4 | | | | 27.4 | | | | 142.5 | | | | (1.6 | ) | | | 171.1 | |
| | | | | | |
Property and equipment, net | | | — | | | | — | | | | 18.5 | | | | 109 | | | | — | | | | 127.5 | |
Intangible assets, net | | | — | | | | — | | | | 27 | | | | 234.9 | | | | — | | | | 261.9 | |
Goodwill | | | — | | | | — | | | | 30.8 | | | | 212 | | | | — | | | | 242.8 | |
Other assets | | | 221.3 | | | | 661.6 | | | | 549.8 | | | | 54.9 | | | | (1,458.1 | ) | | | 29.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 221.7 | | | $ | 664 | | | $ | 653.5 | | | $ | 753.3 | | | $ | (1,459.7 | ) | | $ | 832.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | 0.5 | | | | — | | | | 7.2 | | | | 54.4 | | | | — | | | | 62.1 | |
Income taxes payable | | | — | | | | — | | | | 0.8 | | | | 2.2 | | | | — | | | | 3 | |
Accrued expenses and other liabilities | | | 1.3 | | | | 1.5 | | | | 13.3 | | | | 35.8 | | | | (2.1 | ) | | | 49.8 | |
Accrued interest | | | — | | | | 15 | | | | — | | | | — | | | | — | | | | 15 | |
Deferred revenue | | | — | | | | — | | | | 2.2 | | | | 6.2 | | | | — | | | | 8.4 | |
Current portion of accrued pension and retirement benefit obligations | | | — | | | | — | | | | — | | | | 0.6 | | | | — | | | | 0.6 | |
Current portion of long-term debt | | | — | | | | 6.3 | | | | — | | | | — | | | | — | | | | 6.3 | |
Deferred income taxes | | | — | | | | 0.5 | | | | — | | | | 0.1 | | | | (0.4 | ) | | | 0.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 1.8 | | | | 23.3 | | | | 23.5 | | | | 99.3 | | | | (2.5 | ) | | | 145.4 | |
Accrued interest and dividends | | | 11.7 | | | | — | | | | — | | | | — | | | | — | | | | 11.7 | |
Accrued pension and retirement benefit obligations | | | — | | | | — | | | | 4.3 | | | | 19.2 | | | | — | | | | 23.5 | |
Notes payable to affiliate, net | | | 20.5 | | | | 37.1 | | | | 0.2 | | | | 63 | | | | (120.8 | ) | | | — | |
Long-term debt, net | | | — | | | | 386.2 | | | | — | | | | — | | | | — | | | | 386.2 | |
Mandatorily redeemable preferred stock | | | 53 | | | | — | | | | — | | | | 283.5 | | | | (283.5 | ) | | | 53 | |
Warrants | | | 9.5 | | | | — | | | | — | | | | — | | | | — | | | | 9.5 | |
Deferred income taxes | | | 0.3 | | | | — | | | | 25.6 | | | | 73.5 | | | | (29.1 | ) | | | 70.3 | |
Other liabilities | | | — | | | | — | | | | — | | | | 4.5 | | | | — | | | | 4.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 96.8 | | | | 446.6 | | | | 53.6 | | | | 543 | | | | (435.9 | ) | | | 704.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Convertible redeemable preferred stock | | | — | | | | — | | | | — | | | | 51.6 | | | | (51.6 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Puttable common stock | | | 1.5 | | | | — | | | | — | | | | — | | | | — | | | | 1.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Total equity attributable to controlling stockholders | | | 123.4 | | | | 217.4 | | | | 599.9 | | | | 154.9 | | | | (972.2 | ) | | | 123.4 | |
Non-controlling interests | | | — | | | | — | | | | — | | | | 3.8 | | | | — | | | | 3.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total equity | | | 123.4 | | | | 217.4 | | | | 599.9 | | | | 158.7 | | | | (972.2 | ) | | | 127.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 221.7 | | | $ | 664 | | | $ | 653.5 | | | $ | 753.3 | | | $ | (1,459.7 | ) | | $ | 832.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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Condensed Combining Statements of Cash Flows |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Successor Company | |
| | For the Year ended December 31, 2013 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantor |
| | | | | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by operating activities | | $ | 2.3 | | | $ | 11.5 | | | $ | 44.7 | | | $ | 57.4 | | | $ | (62.6 | ) | | $ | 53.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | | — | | | | — | | | | (11.7 | ) | | | (28.0 | ) | | | — | | | | (39.7 | ) |
Settlements of derivatives | | | — | | | | 0.1 | | | | — | | | | — | | | | — | | | | 0.1 | |
Notes receivable issued to affiliates, net | | | — | | | | (9.4 | ) | | | 16 | | | | (12.0 | ) | | | 5.4 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by investing activities | | | — | | | | (9.3 | ) | | | 4.3 | | | | (40.0 | ) | | | 5.4 | | | | (39.6 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Draws on revolver | | | — | | | | 9 | | | | — | | | | — | | | | — | | | | 9 | |
Repayments on revolver | | | — | | | | (9.0 | ) | | | — | | | | — | | | | — | | | | (9.0 | ) |
Draws on line of credit | | | — | | | | — | | | | — | | | | 4.9 | | | | — | | | | 4.9 | |
Repayments on line of credit | | | — | | | | — | | | | — | | | | (4.9 | ) | | | — | | | | (4.9 | ) |
Proceeds from ERP loan | | | — | | | | — | | | | — | | | | 5.8 | | | | — | | | | 5.8 | |
Debt issuance costs | | | (0.5 | ) | | | — | | | | — | | | | (0.1 | ) | | | — | | | | (0.6 | ) |
Dividends paid to affiliates | | | — | | | | (1.8 | ) | | | (55.0 | ) | | | — | | | | 56.8 | | | | — | |
Dividends paid to non-controlling interests | | | — | | | | — | | | | — | | | | (0.2 | ) | | | — | | | | (0.2 | ) |
Notes payable from affiliates, net | | | — | | | | 11.9 | | | | 3.5 | | | | (15.9 | ) | | | 0.5 | | | | — | |
Repayments of long-term debt | | | — | | | | (8.1 | ) | | | — | | | | — | | | | — | | | | (8.1 | ) |
Dividends paid to holders of mandatorily redeemable preferred stock | | | (1.8 | ) | | | — | | | | — | | | | — | | | | — | | | | (1.8 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by financing activities | | | (2.3 | ) | | | 2 | | | | (51.5 | ) | | | (10.4 | ) | | | 57.3 | | | | (4.9 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | | | — | | | | 4.2 | | | | (2.5 | ) | | | 7 | | | | — | | | | 8.8 | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of year | | | — | | | | 2.3 | | | | 2.5 | | | | 23.2 | | | | — | | | | 28 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
End of year | | $ | — | | | $ | 6.5 | | | $ | — | | | $ | 30.2 | | | $ | — | | | $ | 36.8 | |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Successor Company | |
| | For the Year ended December 31, 2012 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
| | | | | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by operating activities | | $ | — | | | $ | (17.1 | ) | | $ | 36.3 | | | $ | 46 | | | $ | (32.8 | ) | | $ | 32.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | | — | | | | — | | | | (4.1 | ) | | | (17.9 | ) | | | — | | | | (22.0 | ) |
Settlements of derivatives | | | — | | | | 1.6 | | | | — | | | | — | | | | — | | | | 1.6 | |
Notes receivable issued to affiliates, net | | | — | | | | (6.8 | ) | | | (4.1 | ) | | | (24.7 | ) | | | 35.6 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | | | — | | | | (5.2 | ) | | | (8.2 | ) | | | (42.6 | ) | | | 35.6 | | | | (20.4 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Draws on revolver | | | — | | | | 24.5 | | | | — | | | | — | | | | — | | | | 24.5 | |
Repayments on revolver | | | — | | | | (24.5 | ) | | | — | | | | — | | | | — | | | | (24.5 | ) |
Debt issuance costs | | | — | | | | (1.2 | ) | | | — | | | | — | | | | — | | | | (1.2 | ) |
Dividends paid to affiliates | | | — | | | | — | | | | (26.5 | ) | | | — | | | | 26.5 | | | | — | |
Dividends paid to non-controlling interests | | | — | | | | — | | | | — | | | | (0.3 | ) | | | — | | | | (0.3 | ) |
Notes payable from affiliates, net | | | — | | | | 28.9 | | | | — | | | | 0.4 | | | | (29.3 | ) | | | — | |
Repayments of long-term debt | | | — | | | | (5.0 | ) | | | — | | | | — | | | | — | | | | (5.0 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by (used in) financing activities | | | — | | | | 22.7 | | | | (26.5 | ) | | | 0.1 | | | | (2.8 | ) | | | (6.5 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | — | | | | 1.4 | | | | — | | | | 1.4 | |
Net change in cash and cash equivalents | | | — | | | | 0.4 | | | | 1.6 | | | | 4.9 | | | | — | | | | 6.9 | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of year | | | — | | | | 1.9 | | | | 0.9 | | | | 18.3 | | | | — | | | | 21.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
End of year | | $ | — | | | $ | 2.3 | | | $ | 2.5 | | | $ | 23.2 | | | $ | — | | | $ | 28 | |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Successor Company | |
| | For the Period July 20, 2011 to December 31, 2011 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
| | | | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by operating activities | | | (3.7 | ) | | | (0.6 | ) | | | (0.6 | ) | | | 38.5 | | | | (9.2 | ) | | | 24.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Business acquisition, net of cash acquired | | | — | | | | (5.3 | ) | | | (72.4 | ) | | | (507.9 | ) | | | — | | | | (585.6 | ) |
Investments in unconsolidated subsidiaries | | | (224.5 | ) | | | (590.0 | ) | | | (462.6 | ) | | | — | | | | 1,277.10 | | | | — | |
Capital expenditures | | | — | | | | — | | | | (1.3 | ) | | | (6.0 | ) | | | — | | | | (7.3 | ) |
Purchase of Slovenia minority | | | — | | | | — | | | | — | | | | (0.8 | ) | | | — | | | | (0.8 | ) |
Settlement of derivatives | | | — | | | | 0.3 | | | | — | | | | — | | | | — | | | | 0.3 | |
Notes receivable issued to affiliates, net | | | — | | | | (11.0 | ) | | | (50.0 | ) | | | (15.7 | ) | | | 76.7 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | | | (224.5 | ) | | | (606.0 | ) | | | (586.3 | ) | | | (530.4 | ) | | | 1,353.80 | | | | (593.4 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock | | | 170 | | | | 224.5 | | | | 590 | | | | 128.1 | | | | (942.6 | ) | | | 170 | |
Issuance of preferred stock | | | 53 | | | | — | | | | — | | | | 334.4 | | | | (334.4 | ) | | | 53 | |
Issuance of long-term debt | | | — | | | | 400 | | | | — | | | | — | | | | — | | | | 400 | |
Draws on revolver | | | — | | | | 6.5 | | | | — | | | | — | | | | — | | | | 6.5 | |
Repayments on revolver | | | — | | | | (6.5 | ) | | | — | | | | — | | | | — | | | | (6.5 | ) |
Debt issuance costs | | | — | | | | (28.9 | ) | | | — | | | | — | | | | — | | | | (28.9 | ) |
Notes payable from affiliates, net | | | 5.2 | | | | 15.4 | | | | (2.2 | ) | | | 49.2 | | | | (67.6 | ) | | | — | |
Repayments of long-term debt | | | — | | | | (2.5 | ) | | | — | | | | — | | | | — | | | | (2.5 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by financing activities | | | 228.2 | | | | 608.5 | | | | 587.8 | | | | 511.7 | | | | (1,344.6 | ) | | | 591.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | — | | | | (1.5 | ) | | | — | | | | (1.5 | ) |
Net change in cash and cash equivalents | | | — | | | | 1.9 | | | | 0.9 | | | | 18.3 | | | | — | | | | 21.1 | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of period | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
End of period | | $ | — | | | $ | 1.9 | | | $ | 0.9 | | | $ | 18.3 | | | $ | — | | | $ | 21.1 | |
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| | Predecessor Company | | | | | | | | | | | | | |
| | For the Period Janaury 1, 2011 to July 19, 2011 | | | | | | | | | | | | | |
(in millions of dollars) | | Guarantors | | | Non- | | | Combined | | | | | | | | | | | | | |
Guarantor | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by operating activities | | $ | 3 | | | $ | 27.9 | | | $ | 30.9 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | | (1.6 | ) | | | (5.4 | ) | | | (7.0 | ) | | | | | | | | | | | | |
Settlement of derivative contracts with affiliate | | | — | | | | 0.6 | | | | 0.6 | | | | | | | | | | | | | |
Notes receivable issued to affiliates, net | | | (1.0 | ) | | | 27.1 | | | | 26.1 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by investing activities | | | (2.6 | ) | | | 22.3 | | | | 19.7 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Distributions to Melrose | | | — | | | | (26.2 | ) | | | (26.2 | ) | | | | | | | | | | | | |
Dividends paid to non-controlling interests | | | — | | | | (0.2 | ) | | | (0.2 | ) | | | | | | | | | | | | |
Dividends paid to Melrose | | | — | | | | (12.9 | ) | | | (12.9 | ) | | | | | | | | | | | | |
Contribution from Melrose | | | 4.3 | | | | — | | | | 4.3 | | | | | | | | | | | | | |
Repayments on long-term debt | | | — | | | | (0.4 | ) | | | (0.4 | ) | | | | | | | | | | | | |
Notes payable from affiliates, net | | | — | | | | (27.5 | ) | | | (27.6 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by (used in) financing activities | | | 4.3 | | | | (67.2 | ) | | | (63.0 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | (0.1 | ) | | | 1.3 | | | | 1.2 | | | | | | | | | | | | | |
Net change in cash and cash equivalents | | | 4.6 | | | | (15.7 | ) | | | (11.1 | ) | | | | | | | | | | | | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of period | | | 0.4 | | | | 27.4 | | | | 27.8 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
End of period | | $ | 5 | | | $ | 11.7 | | | $ | 16.7 | | | | | | | | | | | | | |
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