Supplemental Guarantor Information | 6 Months Ended |
Jun. 30, 2014 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' |
Supplemental Guarantor Information | ' |
15. Supplemental Guarantor Information |
The payment obligations under the 2019 Notes (see Note 7) are guaranteed, jointly and severally, by Dynacast International Inc. (the “Parent”) and all of the Parent’s 100.0% 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 100.0% 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 in their balance sheets. |
Each of the Parent and the Issuers has no material operations of its own and only limited assets. The Company 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, 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 inter-company loan arrangements. The ability of these subsidiaries to make dividend payments to the Company 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. |
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 condensed consolidated financial statements of the Company as of and for the three and six months ended June 30, 2014 and 2013 and as of December 31, 2013. 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 column reflect the equity in net earnings/losses of its subsidiary guarantors and subsidiary non-guarantors, as appropriate. |
During the six months ended June 30, 2014, mandatorily redeemable equity certificates between the guarantors and non-guarantors in the amount of $132.4 million were converted to intercompany loans in a non-cash transaction between the guarantors and the non-guarantors. Additionally, $23.5 million of intercompany loans among the issuers, the guarantors, and non-guarantors were settled in a non-cash settlement of the loans through the conversion of the loans to equity. There were no similar non-cash transactions during the corresponding period in the prior year. As these are non-cash transactions, these transactions are not included in the condensed combining statement of cash flows for the six months ended June 30, 2014. |
|
Condensed Combining Statement of Operations |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2014 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
| | | | | | |
Net sales | | $ | — | | | $ | — | | | $ | 28.2 | | | $ | 130.5 | | | $ | (1.5 | ) | | $ | 157.2 | |
Costs of goods sold | | | — | | | | — | | | | (22.0 | ) | | | (99.1 | ) | | | 1.5 | | | | (119.6 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross margin | | | — | | | | — | | | | 6.2 | | | | 31.4 | | | | — | | | | 37.6 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense | | | (0.9 | ) | | | (0.1 | ) | | | (4.7 | ) | | | (11.4 | ) | | | — | | | | (17.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | (0.9 | ) | | | (0.1 | ) | | | (4.7 | ) | | | (11.4 | ) | | | — | | | | (17.1 | ) |
Operating (loss) income | | | (0.9 | ) | | | (0.1 | ) | | | 1.5 | | | | 20 | | | | — | | | | 20.5 | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other (expense) income, net | | | (4.2 | ) | | | (10.1 | ) | | | 6.7 | | | | (4.5 | ) | | | — | | | | (12.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before income tax and equity in net earnings of unconsolidated subsidiaries | | | (5.1 | ) | | | (10.2 | ) | | | 8.2 | | | | 15.5 | | | | — | | | | 8.4 | |
Income tax benefit (expense) | | | 0.4 | | | | 3.7 | | | | (4.1 | ) | | | (4.4 | ) | | | — | | | | (4.4 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income before equity in net earnings of unconsolidated subsidiaries | | | (4.7 | ) | | | (6.5 | ) | | | 4.1 | | | | 11.1 | | | | — | | | | 4 | |
Equity in net earnings of unconsolidated subsidiaries | | | 8.6 | | | | 15.1 | | | | 11 | | | | — | | | | (34.7 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | 3.9 | | | | 8.6 | | | | 15.1 | | | | 11.1 | | | | (34.7 | ) | | | 4 | |
Less: net income attributable to non-controlling interests | | | — | | | | — | | | | — | | | | (0.1 | ) | | | — | | | | (0.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to controlling stockholders | | $ | 3.9 | | | $ | 8.6 | | | $ | 15.1 | | | $ | 11 | | | $ | (34.7 | ) | | $ | 3.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Total comprehensive income | | $ | 6.2 | | | $ | 10.8 | | | $ | 16.8 | | | $ | 13.8 | | | $ | (41.4 | ) | | $ | 6.2 | |
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|
Condensed Combining Statement of Operations |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2013 | |
| | (As Recast) | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
| | | | | | |
Net sales | | $ | — | | | $ | — | | | $ | 24.9 | | | $ | 119.6 | | | $ | (1.4 | ) | | $ | 143.1 | |
Costs of goods sold | | | — | | | | — | | | | (19.4 | ) | | | (91.2 | ) | | | 1.4 | | | | (109.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross margin | | | — | | | | — | | | | 5.5 | | | | 28.4 | | | | — | | | | 33.9 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense | | | (1.3 | ) | | | (0.1 | ) | | | (4.8 | ) | | | (11.1 | ) | | | — | | | | (17.3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | (1.3 | ) | | | (0.1 | ) | | | (4.8 | ) | | | (11.1 | ) | | | — | | | | (17.3 | ) |
Operating (loss) income | | | (1.3 | ) | | | (0.1 | ) | | | 0.7 | | | | 17.3 | | | | — | | | | 16.6 | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other (expense) and income, net | | | (3.6 | ) | | | (10.7 | ) | | | 10.9 | | | | (9.8 | ) | | | — | | | | (13.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before income tax and equity in net earnings of unconsolidated subsidiaries | | | (4.9 | ) | | | (10.8 | ) | | | 11.6 | | | | 7.5 | | | | — | | | | 3.3 | |
Income tax benefit (expense) | | | 0.4 | | | | 2.7 | | | | (4.3 | ) | | | (1.8 | ) | | | — | | | | (3.0 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income before equity in net earnings of unconsolidated subsidiaries | | | (4.5 | ) | | | (8.1 | ) | | | 7.3 | | | | 5.7 | | | | — | | | | 0.4 | |
Equity in net earnings of unconsolidated subsidiaries | | | 4.8 | | | | 12.9 | | | | 5.7 | | | | — | | | | (23.6 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | 0.4 | | | | 4.9 | | | | 13 | | | | 5.7 | | | | (23.6 | ) | | | 0.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to controlling stockholders | | $ | 0.4 | | | $ | 4.9 | | | $ | 13 | | | $ | 5.7 | | | $ | (23.6 | ) | | $ | 0.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Total comprehensive income | | $ | 0.4 | | | $ | 5 | | | $ | 13.2 | | | $ | 6.7 | | | $ | (24.8 | ) | | $ | 0.5 | |
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|
Condensed Combining Statement of Operations |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2014 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
| | | | | | |
Net sales | | $ | — | | | $ | — | | | $ | 54.7 | | | $ | 256.8 | | | $ | (3.0 | ) | | $ | 308.5 | |
Costs of goods sold | | | — | | | | — | | | | (43.0 | ) | | | (196.5 | ) | | | 3 | | | | (236.5 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross margin | | | — | | | | — | | | | 11.7 | | | | 60.3 | | | | — | | | | 72 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense | | | (2.2 | ) | | | (0.1 | ) | | | (9.5 | ) | | | (23.1 | ) | | | — | | | | (34.9 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | (2.2 | ) | | | (0.1 | ) | | | (9.5 | ) | | | (23.1 | ) | | | — | | | | (34.9 | ) |
Operating (loss) income | | | (2.2 | ) | | | (0.1 | ) | | | 2.2 | | | | 37.2 | | | | — | | | | 37.1 | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other (expense) income, net | | | (8.0 | ) | | | (20.5 | ) | | | 14.3 | | | | (11.3 | ) | | | — | | | | (25.5 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) before income tax and equity in net earnings of unconsolidated subsidiaries | | | (10.2 | ) | | | (20.6 | ) | | | 16.5 | | | | 25.9 | | | | — | | | | 11.6 | |
Income tax benefit (expense) | | | 1.1 | | | | 9.4 | | | | (10.5 | ) | | | (7.3 | ) | | | — | | | | (7.3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income before equity in net earnings of unconsolidated subsidiaries | | | (9.1 | ) | | | (11.2 | ) | | | 6 | | | | 18.6 | | | | — | | | | 4.3 | |
Equity in net earnings of unconsolidated subsidiaries | | | 13.2 | | | | 24.4 | | | | 18.4 | | | | — | | | | (56.0 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | 4.1 | | | | 13.2 | | | | 24.4 | | | | 18.6 | | | | (56.0 | ) | | | 4.3 | |
Less: net income attributable to non-controlling interests | | | — | | | | — | | | | — | | | | (0.2 | ) | | | — | | | | (0.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to controlling stockholders | | $ | 4.1 | | | $ | 13.2 | | | $ | 24.4 | | | $ | 18.4 | | | $ | (56.0 | ) | | $ | 4.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Total comprehensive income | | $ | 4.7 | | | $ | 13.5 | | | $ | 24.2 | | | $ | 19.1 | | | $ | (56.8 | ) | | $ | 4.7 | |
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|
Condensed Combining Statement of Operations |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 | |
| | (As Recast) | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
| | | | | | |
Net sales | | $ | — | | | | — | | | $ | 51.9 | | | $ | 233.7 | | | $ | (2.8 | ) | | $ | 282.8 | |
Costs of goods sold | | | — | | | | — | | | | (38.8 | ) | | | (177.1 | ) | | | 2.8 | | | | (213.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross margin | | | — | | | | — | | | | 13.1 | | | | 56.6 | | | | — | | | | 69.7 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense | | | (2.6 | ) | | | (0.2 | ) | | | (9.1 | ) | | | (21.9 | ) | | | — | | | | (33.8 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | (2.6 | ) | | | (0.2 | ) | | | (9.1 | ) | | | (21.9 | ) | | | — | | | | (33.8 | ) |
Operating (loss) income | | | (2.6 | ) | | | (0.2 | ) | | | 4 | | | | 34.7 | | | | — | | | | 35.9 | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other (expense) income, net | | | (8.4 | ) | | | (22.1 | ) | | | 14.7 | | | | (12.9 | ) | | | — | | | | (28.7 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before income tax and equity in net earnings of unconsolidated subsidiaries | | | (11.0 | ) | | | (22.3 | ) | | | 18.7 | | | | 21.8 | | | | — | | | | 7.2 | |
Income tax benefit (expense) | | | 1.1 | | | | 9.2 | | | | (10.7 | ) | | | (6.8 | ) | | | — | | | | (7.2 | ) |
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Net (loss) income before equity in net earnings of unconsolidated subsidiaries | | | (9.9 | ) | | | (13.1 | ) | | | 8 | | | | 15 | | | | — | | | | — | |
Equity in net earnings of unconsolidated subsidiaries | | | 9.8 | | | | 22.9 | | | | 14.9 | | | | — | | | | (47.6 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (0.1 | ) | | | 9.8 | | | | 22.9 | | | | 15 | | | | (47.6 | ) | | | — | |
Less: net income attributable to non-controlling interests | | | — | | | | — | | | | — | | | | (0.1 | ) | | | — | | | | (0.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income attributable to controlling stockholders | | $ | (0.1 | ) | | $ | 9.8 | | | $ | 22.9 | | | $ | 14.9 | | | $ | (47.6 | ) | | $ | (0.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Total comprehensive (loss) income | | $ | (8.6 | ) | | $ | 1.4 | | | $ | 12.9 | | | $ | 5.7 | | | $ | (19.8 | ) | | $ | (8.4 | ) |
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|
Condensed Combining Balance Sheet |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of June 30, 2014 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
| | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 12.3 | | | $ | 3.6 | | | $ | 27.4 | | | $ | — | | | $ | 43.3 | |
Accounts receivable, net | | | — | | | | — | | | | 16.5 | | | | 85.9 | | | | — | | | | 102.4 | |
Inventory | | | — | | | | — | | | | 6.9 | | | | 39 | | | | — | | | | 45.9 | |
Prepaids and other assets | | | 0.1 | | | | 0.7 | | | | 5.4 | | | | 15.1 | | | | (6.4 | ) | | | 14.9 | |
Deferred income taxes | | | — | | | | — | | | | 3.8 | | | | 2.2 | | | | — | | | | 6 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 0.1 | | | | 13 | | | | 36.2 | | | | 169.6 | | | | (6.4 | ) | | | 212.5 | |
| | | | | | |
Property and equipment, net | | | 0.3 | | | | — | | | | 26.6 | | | | 125.3 | | | | — | | | | 152.2 | |
Intangible assets, net | | | — | | | | — | | | | 25.1 | | | | 215.9 | | | | — | | | | 241 | |
Goodwill | | | — | | | | — | | | | 30.8 | | | | 215.2 | | | | — | | | | 246 | |
Other assets | | | 257.5 | | | | 665.4 | | | | 541.3 | | | | 35.5 | | | | (1,476.4 | ) | | | 23.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 257.9 | | | | 678.4 | | | | 660 | | | | 761.5 | | | | (1,482.8 | ) | | | 875 | |
Liabilities and Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | 0.2 | | | | — | | | | 9.5 | | | | 55.5 | | | | — | | | | 65.2 | |
Income taxes payable | | | — | | | | — | | | | — | | | | 5.4 | | | | — | | | | 5.4 | |
Accrued expenses and other liabilities | | | 1 | | | | 1.2 | | | | 11.3 | | | | 45.5 | | | | (6.4 | ) | | | 52.6 | |
Accrued interest | | | — | | | | 15 | | | | — | | | | — | | | | — | | | | 15 | |
Deferred revenue | | | — | | | | — | | | | 3.8 | | | | 9 | | | | — | | | | 12.8 | |
Current portion of accrued pension and retirement benefit obligations | | | — | | | | — | | | | — | | | | 0.8 | | | | — | | | | 0.8 | |
Current portion of long-term debt | | | — | | | | 7.5 | | | | — | | | | 0.7 | | | | — | | | | 8.2 | |
Deferred income taxes | | | — | | | | 1.1 | | | | — | | | | 0.4 | | | | — | | | | 1.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 1.2 | | | | 24.8 | | | | 24.6 | | | | 117.3 | | | | (6.4 | ) | | | 161.5 | |
Accrued interest and dividends | | | 17.9 | | | | — | | | | — | | | | — | | | | — | | | | 17.9 | |
Accrued pension and retirement benefit obligations | | | — | | | | — | | | | 1.6 | | | | 20.9 | | | | — | | | | 22.5 | |
Notes payable to affiliate, net | | | 29.9 | | | | 25.9 | | | | 10.1 | | | | 131 | | | | (196.9 | ) | | | — | |
Long-term debt, net | | | — | | | | 375 | | | | — | | | | 5.2 | | | | — | | | | 380.2 | |
Mandatorily redeemable preferred stock | | | 53 | | | | — | | | | — | | | | 151.1 | | | | (151.1 | ) | | | 53 | |
Warrants | | | 20 | | | | — | | | | — | | | | — | | | | — | | | | 20 | |
Deferred income taxes | | | — | | | | — | | | | 54.5 | | | | 63.6 | | | | (50.7 | ) | | | 67.4 | |
Other liabilites | | | — | | | | 2 | | | | 3.2 | | | | 7.1 | | | | — | | | | 12.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 122 | | | | 427.7 | | | | 94 | | | | 496.2 | | | | (405.1 | ) | | | 734.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Convertible redeemable preferred stock | | | — | | | | — | | | | — | | | | 51.6 | | | | (51.6 | ) | | | — | |
| | | | | | |
Puttable common stock | | | 1.5 | | | | — | | | | — | | | | — | | | | — | | | | 1.5 | |
| | | | | | |
Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Total equity attributable to controlling stockholders | | | 134.4 | | | | 250.7 | | | | 566 | | | | 209.4 | | | | (1,026.1 | ) | | | 134.4 | |
Non-controlling interests | | | — | | | | — | | | | — | | | | 4.3 | | | | — | | | | 4.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total equity | | | 134.4 | | | | 250.7 | | | | 566 | | | | 213.7 | | | | (1,026.1 | ) | | | 138.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 257.9 | | | $ | 678.4 | | | $ | 660 | | | $ | 761.5 | | | $ | (1,482.8 | ) | | $ | 875 | |
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|
Condensed Combining Balance Sheet |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2013 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
| | | | | | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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, net | | | — | | | | — | | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
| | | | | | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total equity | | | 129.9 | | | | 240.7 | | | | 597.5 | | | | 194.7 | | | | (1,028.8 | ) | | | 134 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 246.6 | | | $ | 690.7 | | | $ | 679.1 | | | $ | 783.8 | | | $ | (1,531.5 | ) | | $ | 868.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Condensed Combining Statement of Cash Flows |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2014 | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
| | | | | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by operating activities | | $ | 3.8 | | | $ | 14.9 | | | $ | 21.1 | | | $ | 25.9 | | | $ | (38.6 | ) | | $ | 27.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | | (0.3 | ) | | | — | | | | (2.7 | ) | | | (12.2 | ) | | | — | | | | (15.2 | ) |
Settlement of derivative contracts | | | — | | | | (0.2 | ) | | | — | | | | — | | | | — | | | | (0.2 | ) |
Notes receivable issued to affiliates, net | | | — | | | | (6.0 | ) | | | 14.3 | | | | (2.5 | ) | | | (5.8 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by investing activities | | | (0.3 | ) | | | (6.2 | ) | | | 11.6 | | | | (14.7 | ) | | | (5.8 | ) | | | (15.4 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Draws on revolver | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Repayments on revolver | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Draw on credit facility | | | — | | | | — | | | | — | | | | 3 | | | | — | | | | 3 | |
Repayment on credit facility | | | — | | | | — | | | | — | | | | (3.0 | ) | | | — | | | | (3.0 | ) |
Notes payable from affiliates, net | | | — | | | | 2.5 | | | | 3.1 | | | | (14.3 | ) | | | 8.7 | | | | — | |
Dividends to affiliates | | | — | | | | (3.5 | ) | | | (32.2 | ) | | | — | | | | 35.7 | | | | — | |
Dividends paid to non-controlling interests | | | — | | | | — | | | | — | | | | (0.1 | ) | | | — | | | | (0.1 | ) |
Dividends paid to holders of mandatorily redeemable preferred stock | | | (3.5 | ) | | | — | | | | — | | | | — | | | | — | | | | (3.5 | ) |
Repayments on long-term debt | | | — | | | | (1.9 | ) | | | — | | | | — | | | | — | | | | (1.9 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by financing activities | | | (3.5 | ) | | | (2.9 | ) | | | (29.1 | ) | | | (14.4 | ) | | | 44.4 | | | | (5.5 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | — | | | | 0.3 | | | | — | | | | 0.3 | |
Net change in cash and cash equivalents | | | — | | | | 5.8 | | | | 3.6 | | | | (2.9 | ) | | | — | | | | 6.5 | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of period | | | — | | | | 6.5 | | | | — | | | | 30.3 | | | | — | | | | 36.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
End of period | | $ | — | | | $ | 12.3 | | | $ | 3.6 | | | $ | 27.4 | | | $ | — | | | $ | 43.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Condensed Combining Statement of Cash Flows |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 | |
| | (As Recast) | |
(in millions of dollars) | | Parent | | | Issuers | | | Guarantors | | | Non-Guarantor | | | Eliminations | | | Consolidated | |
| | | | | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by operating activities | | $ | 0.5 | | | $ | 12.9 | | | $ | 32.3 | | | $ | 25.2 | | | $ | (42.2 | ) | | $ | 28.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | | — | | | | — | | | | (3.9 | ) | | | (12.9 | ) | | | — | | | | (16.8 | ) |
Notes receivable issued to affiliates, net | | | — | | | | (3.4 | ) | | | 13.6 | | | | (10.2 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by investing activities | | | — | | | | (3.4 | ) | | | 9.7 | | | | (23.1 | ) | | | — | | | | (16.8 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Draws on revolver | | | — | | | | 9 | | | | — | | | | — | | | | — | | | | 9 | |
Repayments on revolver | | | — | | | | (9.0 | ) | | | — | | | | — | | | | — | | | | (9.0 | ) |
Draw on credit facility | | | — | | | | — | | | | — | | | | 1.4 | | | | — | | | | 1.4 | |
Repayment on credit facility | | | — | | | | — | | | | — | | | | (1.4 | ) | | | — | | | | (1.4 | ) |
Proceeds from ERP loan | | | — | | | | — | | | | — | | | | 5.6 | | | | — | | | | 5.6 | |
Debt issuance costs | | | (0.5 | ) | | | — | | | | — | | | | — | | | | — | | | | (0.5 | ) |
Notes payable from affiliates, net | | | — | | | | 10.1 | | | | — | | | | (13.5 | ) | | | 3.4 | | | | — | |
Dividends to affiliates | | | — | | | | — | | | | (38.8 | ) | | | — | | | | 38.8 | | | | — | |
Dividends paid to non-controlling interests | | | — | | | | — | | | | — | | | | (0.1 | ) | | | — | | | | (0.1 | ) |
Repayments on long-term debt | | | — | | | | (8.1 | ) | | | — | | | | — | | | | — | | | | (8.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by financing activities | | | (0.5 | ) | | | 2 | | | | (38.8 | ) | | | (8.0 | ) | | | 42.2 | | | | (3.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | — | | | | — | | | | (0.6 | ) | | | — | | | | (0.6 | ) |
Net change in cash and cash equivalents | | | — | | | | 11.5 | | | | 3.2 | | | | (6.5 | ) | | | — | | | | 8.2 | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of period | | | — | | | | 2.3 | | | | 2.5 | | | | 23.2 | | | | — | | | | 28 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
End of period | | $ | — | | | $ | 13.8 | | | $ | 5.7 | | | $ | 16.7 | | | $ | — | | | $ | 36.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | |