Supplemental Guarantor Condensed Consolidating Financials | 3 Months Ended |
Dec. 27, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Supplemental Guarantor Condensed Consolidating Financials | Supplemental Guarantor Condensed Consolidating Financials |
The Company’s Senior Notes are fully and unconditionally and jointly and severally guaranteed by Hologic, Inc. (“Parent/Issuer”) and certain of its domestic subsidiaries, which are 100% owned by Hologic, Inc. The following represents the supplemental condensed financial information of Hologic, Inc. and its guarantor and non-guarantor subsidiaries, as of December 27, 2014 and September 27, 2014 and for the three months ended December 27, 2014 and December 28, 2013, as applicable. |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended December 27, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent/Issuer | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Revenues: | | | | | | | | | |
Product | $ | 131.6 | | | $ | 425.8 | | | $ | 120 | | | $ | (130.8 | ) | | $ | 546.6 | |
|
Service and other | 91 | | | 15.6 | | | 12.1 | | | (12.5 | ) | | 106.2 | |
|
| 222.6 | | | 441.4 | | | 132.1 | | | (143.3 | ) | | 652.8 | |
|
Costs of revenues: | | | | | | | | | |
Product | 58.3 | | | 170.9 | | | 88.3 | | | (130.8 | ) | | 186.7 | |
|
Amortization of intangible assets | 1.6 | | | 72.2 | | | 0.1 | | | — | | | 73.9 | |
|
Service and other | 35.2 | | | 16.1 | | | 14.8 | | | (12.5 | ) | | 53.6 | |
|
Gross Profit | 127.5 | | | 182.2 | | | 28.9 | | | — | | | 338.6 | |
|
Operating expenses: | | | | | | | | | |
Research and development | 8.4 | | | 42 | | | 1.6 | | | — | | | 52 | |
|
Selling and marketing | 24.4 | | | 40.5 | | | 21.1 | | | — | | | 86 | |
|
General and administrative | 17.4 | | | 35.2 | | | 8.7 | | | — | | | 61.3 | |
|
Amortization of intangible assets | 0.6 | | | 26.2 | | | 1 | | | — | | | 27.8 | |
|
Restructuring and divestiture charges | 1.8 | | | 0.5 | | | 5.7 | | | — | | | 8 | |
|
| 52.6 | | | 144.4 | | | 38.1 | | | — | | | 235.1 | |
|
Income (loss) from operations | 74.9 | | | 37.8 | | | (9.2 | ) | | — | | | 103.5 | |
|
Interest income | (0.7 | ) | | 1.1 | | | 0.2 | | | (0.2 | ) | | 0.4 | |
|
Interest expense | (51.8 | ) | | (0.3 | ) | | (0.6 | ) | | 0.2 | | | (52.5 | ) |
|
Debt extinguishment loss | (6.7 | ) | | — | | | — | | | — | | | (6.7 | ) |
|
Other (expense) income, net | 50.7 | | | (51.3 | ) | | 0.1 | | | (0.1 | ) | | (0.6 | ) |
|
Income (loss) before income taxes | 66.4 | | | (12.7 | ) | | (9.5 | ) | | (0.1 | ) | | 44.1 | |
|
Provision for income taxes | 1.4 | | | 12.3 | | | 1.2 | | | — | | | 14.9 | |
|
Equity in earnings (losses) of subsidiaries | (35.8 | ) | | 2 | | | — | | | 33.8 | | | — | |
|
Net income (loss) | $ | 29.2 | | | $ | (23.0 | ) | | $ | (10.7 | ) | | $ | 33.7 | | | $ | 29.2 | |
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SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the Three Months Ended December 28, 2013 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent/Issuer | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Revenues: | | | | | | | | | |
Product | $ | 105.5 | | | $ | 381.5 | | | $ | 126.4 | | | $ | (101.0 | ) | | $ | 512.4 | |
|
Service and other | 85.9 | | | 15.9 | | | 11.8 | | | (13.5 | ) | | 100.1 | |
|
| 191.4 | | | 397.4 | | | 138.2 | | | (114.5 | ) | | 612.5 | |
|
Costs of revenues: | | | | | | | | | |
Product | 52.9 | | | 138.8 | | | 86.3 | | | (101.1 | ) | | 176.9 | |
|
Amortization of intangible assets | 1.4 | | | 74.1 | | | 1.2 | | | — | | | 76.7 | |
|
Service and other | 42.3 | | | 7.6 | | | 16.8 | | | (13.4 | ) | | 53.3 | |
|
Gross profit | 94.8 | | | 176.9 | | | 33.9 | | | — | | | 305.6 | |
|
Operating expenses: | | | | | | | | | |
Research and development | 7.5 | | | 38.9 | | | 2.3 | | | — | | | 48.7 | |
|
Selling and marketing | 17.9 | | | 42.8 | | | 22.6 | | | — | | | 83.3 | |
|
General and administrative | 14.7 | | | 41.5 | | | 11.6 | | | — | | | 67.8 | |
|
Amortization of intangible assets | 0.8 | | | 24.1 | | | 1.3 | | | — | | | 26.2 | |
|
Restructuring and divestiture charges | 5 | | | 9.7 | | | 3.6 | | | — | | | 18.3 | |
|
| 45.9 | | | 157 | | | 41.4 | | | — | | | 244.3 | |
|
Income from operations | 48.9 | | | 19.9 | | | (7.5 | ) | | — | | | 61.3 | |
|
Interest income | 0.1 | | | 0.3 | | | 0.1 | | | (0.2 | ) | | 0.3 | |
|
Interest expense | (60.7 | ) | | (0.3 | ) | | (0.5 | ) | | 0.2 | | | (61.3 | ) |
|
Debt extinguishment loss | (2.9 | ) | | — | | | — | | | — | | | (2.9 | ) |
|
Other (expense) income, net | 9.6 | | | (9.3 | ) | | 0.9 | | | — | | | 1.2 | |
|
(Loss) income before income taxes | (5.0 | ) | | 10.6 | | | (7.0 | ) | | — | | | (1.4 | ) |
|
Provision (benefit) for income taxes | (0.1 | ) | | 1.6 | | | 2.4 | | | — | | | 3.9 | |
|
Equity in earnings (losses) of subsidiaries | (0.4 | ) | | 10.1 | | | — | | | (9.7 | ) | | — | |
|
Net income (loss) | $ | (5.3 | ) | | $ | 19.1 | | | $ | (9.4 | ) | | $ | (9.7 | ) | | $ | (5.3 | ) |
|
|
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
For the Three Months Ended December 27, 2014 |
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|
| | | | | | | | | | | | | | | | | | | |
| Parent/Issuer | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Net income (loss) | $ | 29.2 | | | $ | (23.0 | ) | | $ | (10.7 | ) | | $ | 33.7 | | | $ | 29.2 | |
|
Changes in foreign currency translation adjustment | — | | | (0.3 | ) | | (8.7 | ) | | — | | | (9.0 | ) |
|
Changes in unrealized holding gain on available-for-sale securities | — | | | 5.1 | | | — | | | — | | | 5.1 | |
|
Changes in pension plans, net of taxes | — | | | — | | | 0.1 | | | — | | | 0.1 | |
|
Comprehensive income (loss) | $ | 29.2 | | | $ | (18.2 | ) | | $ | (19.3 | ) | | $ | 33.7 | | | $ | 25.4 | |
|
|
For the Three Months Ended December 28, 2013 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent/Issuer | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Net income (loss) | $ | (5.3 | ) | | $ | 19.1 | | | $ | (9.4 | ) | | $ | (9.7 | ) | | $ | (5.3 | ) |
|
Changes in foreign currency translation adjustment | — | | | 0.1 | | | (1.3 | ) | | — | | | (1.2 | ) |
|
Changes in unrealized holding loss on available-for-sale securities | — | | | (1.2 | ) | | — | | | — | | | (1.2 | ) |
|
Changes in pension plans, net of taxes | — | | | — | | | (0.6 | ) | | — | | | (0.6 | ) |
|
Comprehensive income (loss) | $ | (5.3 | ) | | $ | 18 | | | $ | (11.3 | ) | | $ | (9.7 | ) | | $ | (8.3 | ) |
|
|
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET |
December 27, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent/ | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Issuer | Subsidiaries | Subsidiaries |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 150.6 | | | $ | 249.4 | | | $ | 144 | | | $ | — | | | $ | 544 | |
|
Restricted cash | — | | | — | | | 5.1 | | | — | | | 5.1 | |
|
Accounts receivable, net | 116.2 | | | 198.2 | | | 86.1 | | | — | | | 400.5 | |
|
Inventories | 88 | | | 174.6 | | | 47.7 | | | — | | | 310.3 | |
|
Deferred income tax assets | 26.3 | | | 11.7 | | | 1 | | | — | | | 39 | |
|
Prepaid income taxes | — | | | 3.1 | | | — | | | (3.1 | ) | | — | |
|
Prepaid expenses and other current assets | 18.5 | | | 10 | | | 9.2 | | | — | | | 37.7 | |
|
Intercompany receivables | — | | | 2,787.90 | | | 19 | | | (2,806.9 | ) | | — | |
|
Total current assets | 399.6 | | | 3,434.90 | | | 312.1 | | | (2,810.0 | ) | | 1,336.60 | |
|
Property, plant and equipment, net | 27.8 | | | 337.7 | | | 92.7 | | | — | | | 458.2 | |
|
Intangible assets, net | 23.6 | | | 3,279.00 | | | 40.1 | | | (10.6 | ) | | 3,332.10 | |
|
Goodwill | 327.8 | | | 2,390.80 | | | 91.3 | | | — | | | 2,809.90 | |
|
Other assets | 82.7 | | | 57.3 | | | 1.3 | | | — | | | 141.3 | |
|
Long term intercompany receivables | — | | | — | | | 13 | | | (13.0 | ) | | — | |
|
Investment in subsidiaries | 8,490.00 | | | 216.6 | | | — | | | (8,706.6 | ) | | — | |
|
Total assets | $ | 9,351.50 | | | $ | 9,716.30 | | | $ | 550.5 | | | $ | (11,540.2 | ) | | $ | 8,078.10 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Current portion of long-term debt | $ | 139.4 | | | $ | — | | | $ | — | | | $ | — | | | $ | 139.4 | |
|
Accounts payable | 26.9 | | | 32.7 | | | 7.4 | | | — | | | 67 | |
|
Accrued expenses | 156.3 | | | 48.4 | | | 51.4 | | | (3.1 | ) | | 253 | |
|
Deferred revenue | 111 | | | 8.3 | | | 29.1 | | | — | | | 148.4 | |
|
Intercompany payables | 2,763.90 | | | — | | | 43.2 | | | (2,807.1 | ) | | — | |
|
Total current liabilities | 3,197.50 | | | 89.4 | | | 131.1 | | | (2,810.2 | ) | | 607.8 | |
|
Long-term debt, net of current portion | 3,815.40 | | | — | | | — | | | — | | | 3,815.40 | |
|
Deferred income tax liabilities | 97.3 | | | 1,244.40 | | | 4 | | | — | | | 1,345.70 | |
|
Deferred service obligations – long-term | 8.6 | | | 3.9 | | | 7.3 | | | — | | | 19.8 | |
|
Long-term intercompany payables | 13 | | | — | | | — | | | (13.0 | ) | | — | |
|
Other long-term liabilities | 117.3 | | | 33 | | | 36.7 | | | — | | | 187 | |
|
Total stockholders’ equity | 2,102.40 | | | 8,345.60 | | | 371.4 | | | (8,717.0 | ) | | 2,102.40 | |
|
Total liabilities and stockholders’ equity | $ | 9,351.50 | | | $ | 9,716.30 | | | $ | 550.5 | | | $ | (11,540.2 | ) | | $ | 8,078.10 | |
|
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET |
September 27, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent/ | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Issuer | Subsidiaries | Subsidiaries |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 288.1 | | | $ | 287.8 | | | $ | 160.2 | | | $ | — | | | $ | 736.1 | |
|
Restricted cash | — | | | — | | | 5.5 | | | — | | | 5.5 | |
|
Accounts receivable, net | 128.4 | | | 182.5 | | | 85.1 | | | — | | | 396 | |
|
Inventories | 88.6 | | | 190.1 | | | 51.9 | | | — | | | 330.6 | |
|
Deferred income tax assets | 26.2 | | | 12.1 | | | 1.1 | | | — | | | 39.4 | |
|
Prepaid income taxes | 20.3 | | | 3.2 | | | — | | | (1.1 | ) | | 22.4 | |
|
Prepaid expenses and other current assets | 16.2 | | | 11 | | | 8.6 | | | — | | | 35.8 | |
|
Intercompany receivables | — | | | 2,702.10 | | | 18.1 | | | (2,720.2 | ) | | — | |
|
Total current assets | 567.8 | | | 3,388.80 | | | 330.5 | | | (2,721.3 | ) | | 1,565.80 | |
|
Property, plant and equipment, net | 29.7 | | | 337.1 | | | 95.1 | | | — | | | 461.9 | |
|
Intangible assets, net | 25.1 | | | 3,377.30 | | | 41.9 | | | (10.7 | ) | | 3,433.60 | |
|
Goodwill | 282.4 | | | 2,390.90 | | | 137.5 | | | — | | | 2,810.80 | |
|
Other assets | 88.4 | | | 52.7 | | | 1.5 | | | — | | | 142.6 | |
|
Long term intercompany receivables | — | | | — | | | 13 | | | (13.0 | ) | | — | |
|
Investments in subsidiaries | 8,526.00 | | | 221.7 | | | — | | | (8,747.7 | ) | | — | |
|
Total assets | $ | 9,519.40 | | | $ | 9,768.50 | | | $ | 619.5 | | | $ | (11,492.7 | ) | | $ | 8,414.70 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Current portion of long-term debt | $ | 114.5 | | | $ | — | | | $ | — | | | $ | — | | | $ | 114.5 | |
|
Accounts payable | 34.8 | | | 46.1 | | | 11.2 | | | — | | | 92.1 | |
|
Accrued expenses | 139.4 | | | 69.5 | | | 54.3 | | | (1.1 | ) | | 262.1 | |
|
Deferred revenue | 113.5 | | | 7.4 | | | 30 | | | — | | | 150.9 | |
|
Intercompany payables | 2,676.20 | | | — | | | 44.2 | | | (2,720.4 | ) | | — | |
|
Total current liabilities | 3,078.40 | | | 123 | | | 139.7 | | | (2,721.5 | ) | | 619.6 | |
|
Long-term debt, net of current portion | 4,153.20 | | | — | | | — | | | — | | | 4,153.20 | |
|
Deferred income tax liabilities | 90.9 | | | 1,279.10 | | | 5.4 | | | — | | | 1,375.40 | |
|
Deferred service obligations – long-term | 8.3 | | | 3.6 | | | 8.2 | | | — | | | 20.1 | |
|
Long-term intercompany payables | 13 | | | — | | | — | | | (13.0 | ) | | — | |
|
Other long-term liabilities | 112.6 | | | 34.3 | | | 36.5 | | | — | | | 183.4 | |
|
Total stockholders’ equity | 2,063.00 | | | 8,328.50 | | | 429.7 | | | (8,758.2 | ) | | 2,063.00 | |
|
Total liabilities and stockholders’ equity | $ | 9,519.40 | | | $ | 9,768.50 | | | $ | 619.5 | | | $ | (11,492.7 | ) | | $ | 8,414.70 | |
|
CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Three Months Ended December 27, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent/ | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Issuer | Subsidiaries | Subsidiaries |
OPERATING ACTIVITIES | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | 186.9 | | | $ | (25.9 | ) | | $ | (7.5 | ) | | $ | — | | | $ | 153.5 | |
|
INVESTING ACTIVITIES | | | | | | | | | |
Purchase of property and equipment | (2.4 | ) | | (5.6 | ) | | (2.8 | ) | | — | | | (10.8 | ) |
|
Increase in equipment under customer usage agreements | — | | | (6.5 | ) | | (3.8 | ) | | — | | | (10.3 | ) |
|
Net purchases of insurance contracts | (6.4 | ) | | — | | | — | | | — | | | (6.4 | ) |
|
Sales of mutual funds | 6.4 | | | — | | | — | | | — | | | 6.4 | |
|
Increase in other assets | (0.8 | ) | | (0.1 | ) | | — | | | — | | | (0.9 | ) |
|
Net cash used in investing activities | (3.2 | ) | | (12.2 | ) | | (6.6 | ) | | — | | | (22.0 | ) |
|
FINANCING ACTIVITIES | | | | | | | | | |
Repayment of long-term debt | (328.8 | ) | | — | | | — | | | — | | | (328.8 | ) |
|
Net proceeds from issuance of common stock pursuant to employee stock plans | 15.2 | | | — | | | — | | | — | | | 15.2 | |
|
Excess tax benefit related to equity awards | 3 | | | — | | | — | | | — | | | 3 | |
|
Payment of minimum tax withholdings on net share settlement of equity awards | (10.6 | ) | | — | | | — | | | — | | | (10.6 | ) |
|
Net cash used in financing activities | (321.2 | ) | | — | | | — | | | — | | | (321.2 | ) |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | (0.3 | ) | | (2.1 | ) | | — | | | (2.4 | ) |
|
Net decrease in cash and cash equivalents | (137.5 | ) | | (38.4 | ) | | (16.2 | ) | | — | | | (192.1 | ) |
|
Cash and cash equivalents, beginning of period | 288.1 | | | 287.8 | | | 160.2 | | | — | | | 736.1 | |
|
Cash and cash equivalents, end of period | $ | 150.6 | | | $ | 249.4 | | | $ | 144 | | | $ | — | | | $ | 544 | |
|
CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Three Months Ended December 28, 2013 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent/ | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Issuer | Subsidiaries | Subsidiaries |
OPERATING ACTIVITIES | | | | | | | | | |
Net cash provided by operating activities | $ | 301.6 | | | $ | (142.0 | ) | | $ | (10.3 | ) | | $ | — | | | $ | 149.3 | |
|
INVESTING ACTIVITIES | | | | | | | | | |
Net proceeds from sale of business | — | | | — | | | 2.4 | | | — | | | 2.4 | |
|
Purchase of property and equipment | (2.9 | ) | | (3.2 | ) | | (2.3 | ) | | — | | | (8.4 | ) |
|
Increase in equipment under customer usage agreements | (0.4 | ) | | (4.3 | ) | | (3.3 | ) | | — | | | (8.0 | ) |
|
Net sales of insurance contracts | 13.8 | | | — | | | — | | | — | | | 13.8 | |
|
Purchases of mutual funds | (29.7 | ) | | — | | | — | | | — | | | (29.7 | ) |
|
Sales of mutual funds | 15.9 | | | — | | | — | | | — | | | 15.9 | |
|
(Increase) decrease in other assets | 0.1 | | | (1.0 | ) | | 0.5 | | | — | | | (0.4 | ) |
|
Net cash provided by (used in) investing activities | (3.2 | ) | | (8.5 | ) | | (2.7 | ) | | — | | | (14.4 | ) |
|
FINANCING ACTIVITIES | | | | | | | | | |
Repayment of long-term debt | (521.3 | ) | | — | | | — | | | — | | | (521.3 | ) |
|
Net proceeds from issuance of common stock pursuant to employee stock plans | 12.9 | | | — | | | — | | | — | | | 12.9 | |
|
Excess tax benefit related to equity awards | 3 | | | — | | | — | | | — | | | 3 | |
|
Payment of minimum tax withholdings on net share settlements of equity awards | (9.1 | ) | | — | | | — | | | — | | | (9.1 | ) |
|
Net cash used in financing activities | (514.5 | ) | | — | | | — | | | — | | | (514.5 | ) |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | 0.1 | | | (0.5 | ) | | — | | | (0.4 | ) |
|
Net decrease in cash and cash equivalents | (216.1 | ) | | (150.4 | ) | | (13.5 | ) | | — | | | (380.0 | ) |
|
Cash and cash equivalents, beginning of period | 321.5 | | | 387.4 | | | 113.5 | | | — | | | 822.5 | |
|
Cash and cash equivalents, end of period | $ | 105.4 | | | $ | 237 | | | $ | 100 | | | $ | — | | | $ | 442.5 | |
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