Item 1.
Business
All of our equity securities are owned by VWR Corporation, a reporting company which has filed all of the material required to be filed pursuant to Sections 13, 14 and 15(d) of the Exchange Act. Pursuant to General Instruction I(2)(d), a brief description of our business is furnished below.
We are a leading, independent provider of laboratory products, services and solutions to the global life science, general research and applied markets. We have significant market share positions in Europe and North America. We also have operations in Asia-Pacific and other key emerging markets to support our multinational customers across the globe. We serve a critical role in connecting customer sites with core laboratory product suppliers across multiple industries and geographies. We offer one of the broadest portfolios of branded and private label laboratory products. We also offer a full range of value-added services, including custom manufacturing, to meet our customers’ needs. These services represent a growing but currently small portion of our overall net sales. We offer a wide selection of unique products and have developed an extensive global infrastructure including thousands of sales and service-focused professionals. We deliver value to our customers by improving the costs, efficiency and effectiveness of their research laboratories and production operations. We deliver value to our suppliers by providing them with cost-effective channel access to a global and diverse customer base.
Our portfolio includes chemicals, reagents, consumables, durable products and scientific equipment and instruments with a range of complexity and sophistication. We offer most of the leading branded products to the customer segments we serve. Our private label products enhance our branded product offerings by providing additional choice at varying price points to our customers. We complement our branded and private label product portfolio with value-added service offerings marketed under the “VWRCATALYST” brand, including sourcing and procurement, logistics, chemical and equipment tracking and sample management. We have recently expanded our service offerings to include more complex scientific research support services, such as DNA extraction, bioreactor servicing and compound management. In addition, we offer custom manufacturing solutions, including buffers, reagents and other chemicals used in biopharmaceutical and industrial applications and production processes. We believe these growing value-added service offerings integrate us within our customers’ critical operational processes and further differentiate our value proposition from that of our competitors. We believe our range of offerings and capabilities enhances our ability to expand our addressable market and gain market share leading to incremental net sales and profits.
Item 1A.
Item 1A.
Risk Factors
There are many factors that affect our business and our results of operations, some of which are beyond our control. The following is a description of some important factors that may cause our results of operations or financial condition in future periods to differ materially from those currently expected or desired.
Risks Related to Our Business
Our business is affected by general economic conditions in the United States, Europe and the other regions in which we operate, and unfavorable global economic conditions or instability in the capital and credit markets could adversely impact our business.
With operations in many parts of the world, the global economy has a significant impact on our business. Unfavorable economic conditions in the United States, Europe and other regions in which we operate, and volatility in the global capital and credit markets, could materially and adversely affect our business, financial condition and results of operations. In particular, a deterioration of global economic conditions, or a prolonged period of market instability, could present the following additional risks and uncertainties for our business:
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a reduction in revenues from and/or less favorable pricing or terms with new and existing customers;
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the inability to expand our customer base in existing or new markets;
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difficulties in collecting trade accounts receivable;
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an increase in product prices from our suppliers that we are not able to pass through to our customers;
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an acceleration of payment terms with our suppliers and/or the imposition of more restrictive credit terms and other contractual requirements;
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an increased risk of excess and obsolete inventory;
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a reduction in research and development spending by our customers, especially those in the Biopharma industry;
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the inability to access additional capital or refinance existing indebtedness;
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a limited availability to enter into new derivative financial instruments; and
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the need to record impairment charges against our goodwill, other intangible and/or other long-lived assets.
Our business, financial condition and results of operations may be harmed if our customers discontinue, outsource or spend less on research and development and other scientific endeavors or discontinue or lessen their relationship with us.
Our customers are engaged in research, development and production in the Biopharma, agricultural, chemical, environmental, food and beverage, healthcare, microelectronic and petrochemical industries as well as in the education and government sectors. The amount of customer spending on research, development and production has a large impact on our sales and profitability. Our customers determine the amounts that they will spend on the basis of, among other things, general economic conditions, their financial condition and liquidity, spending priorities and their need to develop new products, which, in turn, is dependent upon a number of factors, including their competitors’ research, development and production initiatives.
In addition, consolidation in the industries in which our customers operate may have an impact on such spending as customers integrate acquired operations, including research and development departments and their budgets. Our customers finance their research and development spending from private and public sources. Government funding of scientific research and education has varied for several reasons, including general economic conditions, growth in population, political priorities, changes in the number of students and other demographic changes.
A deterioration in general economic conditions or a return to a period of economic contraction could result in reductions, or further reductions as the case may be, in spending by our customers across all customer segments that we serve, including the Biopharma industry as our largest customer segment. In addition, certain of our customers who depend on U.S. federal funding to finance their scientific research may be adversely impacted by U.S. federal spending cuts required by the “sequestration” mechanism in the Budget Control Act of 2011 and the Bipartisan Budget Act of 2013. Sequestration, which went into effect in March 2013, mandates $1.2 trillion of spending reductions split between domestic and defense spending over a ten-year period. A reduction in spending by our customers could have a material adverse effect on our business, financial condition and results of operations.
The substantial majority of our 50 largest customer relationships are governed by three- to five-year contracts that typically include pricing and volume incentives intended to position us as the primary provider of laboratory products and services. These contracts typically do not contain minimum purchase requirements or provide us with an exclusive supplier relationship during the term of such contract. In many cases, our customers will undertake a competitive process at the expiration of these contracts and have on occasion not selected us to continue as their provider of laboratory products and services. The loss of one or more of our large customers, a material reduction in their purchase of products or services from us, extended disruptions or interruptions in their operations or material changes in the terms based on which we sell to them, could have a material adverse effect on our business, financial condition and results of operations.
The life science industry has and will continue to experience significant changes that could adversely affect our business.
Many of our customers in the life science industry have experienced significant changes in the last several years and are expected to continue to experience significant changes, including reductions in governmental payments for pharmaceutical products, expirations of significant patents, lower funding for research and development and adverse changes in legislation or regulations regarding the delivery or pricing of general healthcare services or mandated benefits. In response to these and other changes, some of our life science customers have implemented or may in the future implement actions in an effort to control and reduce costs, including:
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development of large and sophisticated group purchasing organizations that reduces spending on laboratory products;
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consolidation of pharmaceutical companies resulting in a rationalization of research expenditures;
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purchasing the products that we supply directly from manufacturers;
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closing of domestic facilities and the establishment of facilities at low-cost offshore locations; and
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significant reductions in and/or outsourcing of research, development and production activities, including outsourcing to low-cost offshore locations.
The ability of our life science customers to develop new products to replace revenue decreases attributable to expirations of significant patents, along with the impact of other past or potential future changes in the general healthcare industry may result in our customers significantly reducing their purchases of products and services from us or the prices they are willing to pay for those products or services. In addition, we will need to adapt our business to maintain existing customer relationships and develop new customer relationships as our customers consolidate or outsource certain activities domestically or to low-cost offshore locations.
We compete in a highly competitive market. Failure to compete successfully could have a material adverse effect on our business, financial condition and results of operations.
We compete in the global laboratory products market, primarily with Thermo Fisher Scientific, which has a portion of its business dedicated to the distribution of laboratory products and services. We also compete with many smaller regional, local and specialty distributors, as well as with manufacturers of all sizes selling directly to their customers. Competitive factors include price, service and delivery, breadth of product line, customer support, e-business capabilities, service offerings and the ability to meet the special requirements of customers.
A few of our competitors have greater financial and other resources than we do. Most of our products are available from several sources, and some of our customers have relationships with several distributors. Our agreements with customers generally provide that the customer can terminate the agreement or reduce the scope of products or services provided pursuant to the agreement with little or no notice. Lack of product availability, stemming from either our inability to acquire products or interruptions in the supply of products from manufacturers, could have a material adverse effect on our ability to compete. Our competitors could also obtain exclusive rights to distribute some products, thereby foreclosing our ability to distribute these products. Vertically integrated distributors may also have an advantage with respect to the total delivered product cost of certain of their captive products. Additionally, manufacturers could increase their efforts to sell directly to consumers and effectively bypass distributors like us. Consolidation in the global laboratory products market could result in existing competitors increasing their market share, which could have a material adverse effect on our business, financial condition and results of operations. The entry of new participants in the industry could also have a material adverse effect on our ability to compete.
We are subject to currency risks with respect to our international operations and certain outstanding foreign-denominated debt.
While we report our consolidated financial results in U.S. dollars, we derive a significant portion of our sales and incur costs in foreign currencies (principally the euro, the British pound sterling, the Canadian dollar and the Swiss franc) from our operations outside the United States. For example, in 2014 approximately one-half of our net sales came from our operations outside the United States. Fluctuations in the relative values of currencies occur from time to time and could adversely affect our operating results. Specifically, during times of a strengthening U.S. dollar, our reported international sales and earnings will be reduced because the local currency will translate into fewer U.S. dollars. This could also make it more difficult to pay amounts due on our debt, the majority of which is denominated in U.S. dollars.
Although the majority of our outstanding debt is denominated in U.S. dollars, as of December 31, 2014 we had €567.1 million ($686.7 million on a U.S. dollar equivalent basis) of euro-denominated debt recorded on our U.S. dollar-denominated balance sheet, which constitutes approximately 33% of our total outstanding debt. As a result, our operating results are exposed to foreign currency risk with respect to this indebtedness. Specifically, during times of a weakening U.S. dollar, the relative value of this debt would increase, which would require us to record foreign exchange losses. For example, during the years ended December 31, 2014, 2013 and 2012, we recognized a net foreign currency remeasurement gain (loss) of $90.9 million, $(38.8) million and $(14.4) million, respectively.
Our business, financial condition and results of operations depend upon maintaining our relationships with suppliers.
We offer products from a wide range of suppliers. While there is generally more than one source of supply for most of the categories of products that we sell, we currently do not manufacture the majority of our products and are dependent on these suppliers for access to those products. Our most significant supplier is Merck KGaA and its affiliates, which supplied products to us that accounted for approximately 9% of our net sales in 2014. In April 2014, we began operating under new, non-exclusive chemical distribution agreements with Merck KGaA that extend through December 2018. These new agreements cover a portion of our overall sales of products from Merck KGaA in Europe. The economics of these agreements include less favorable pricing terms than our previous agreement. The new agreements began negatively impacting our gross margin in April 2014.
Our ability to sustain our gross margins has been, and will continue to be, dependent in part upon our ability to obtain favorable terms from our suppliers. These terms may change from time to time, and such changes could adversely affect our gross margins over time. In addition, our results of operations and cash flows could be adversely impacted by the acceleration of payment terms to our suppliers and/or the imposition of more restrictive credit terms and other contractual requirements.
Some of our competitors are increasing their manufacturing operations both internally and through acquisitions of manufacturers, including manufacturers that supply products to us. In addition, we manufacture certain products that may compete directly with products we source from our suppliers. To date, we have not experienced an adverse impact on our ability to continue to source products from manufacturers that have been vertically integrated or otherwise compete with us, although there is no assurance that we will not experience such an impact in the future.
The loss of one or more of our large suppliers, a material reduction in their supply of products or provision of services to us, extended disruptions or interruptions in their operations or material changes in the terms we obtain from them, could have a material adverse effect on our business, financial condition and results of operations.
A significant part of our growth strategy is to engage in acquisitions, which will subject us to a variety of risks that could harm our business.
As part of our business strategy, we intend to continue to review and complete selective acquisition opportunities focusing initially in North America and Europe and, over the longer term, in other select geographies. There can be no assurances that we will be able to complete suitable acquisitions for a variety of reasons, including the identification of and competition for acquisition targets, the need for regulatory approvals, the inability of the parties to agree to the structure or purchase price of the transaction and our inability to finance the transaction on commercially acceptable terms. In addition, any completed acquisition will subject us to a variety of other risks:
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we may need to allocate substantial operational, financial and management resources in integrating new businesses, technologies and products, and management may encounter difficulties in integrating the operations, personnel or systems of the acquired businesses;
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acquisitions may have a material adverse effect on our business relationships with existing or future suppliers, in particular, to the extent we consummate acquisitions that vertically integrate portions of our business;
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we may assume substantial actual or contingent liabilities, known and unknown;
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acquisitions may not meet our expectations of future financial performance;
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we may experience delays or reductions in realizing expected synergies;
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we may incur substantial unanticipated costs or encounter other problems associated with acquired businesses or devote time and capital investigating a potential acquisition and not complete the transaction;
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we may be unable to achieve our intended objectives for the transaction; and
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we may not be able to retain the key personnel, customers and suppliers of the acquired business.
In addition, we may be unable to maintain uniform standards, controls, procedures and policies as we attempt to integrate the acquired businesses, and this may lead to operational inefficiencies. These factors related to our acquisition strategy, among others, could have a material adverse effect on our business, financial condition and results of operations.
The international scope of our operations may adversely affect our business.
We are continuing to expand our sourcing, commercial operations and administrative activities internationally. In 2014, we derived approximately one-half of our net sales from operations outside the United States. Our ability to manage our business and conduct our operations internationally require considerable management attention and resources and is subject to the challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems and commercial markets. Expansion has required and will continue to require us to invest significant funds and other resources. Accordingly, we face certain risks, including:
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restrictions on foreign ownership of subsidiaries;
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tariffs and other trade barriers and restrictions;
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operating in jurisdictions that do not protect intellectual property rights to the same extent as the United States;
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differing laws or administrative practices;
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recruiting and retaining talented and capable employees in foreign countries and maintaining our corporate culture across all geographies;
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business practices that are inconsistent with local or U.S. law, such as the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or other applicable anti-bribery regulations;
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violating sanctions established by the Office of Foreign Assets Control of the U.S. Department of the Treasury, with respect to threats to the national security, foreign policy or the economy of the United States;
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political risks;
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disruptions in the efficiency and effectiveness of, and difficulty in overseeing and managing, operations, supply chain and certain important administrative functions, including those that have been or in the future may be transferred to our shared services operations;
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restrictions imposed by foreign governments on international cash transfers;
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fluctuations in foreign currency exchange rates; and
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potentially adverse tax consequences of operating in multiple international jurisdictions.
In addition, an adverse change in laws or administrative practices in countries within which we operate could have a material adverse effect on us. Our operations outside the United States also may present additional risk with respect to compliance with government regulations and licensing requirements. If we are unable to manage the complexity of our global operations successfully, our business, financial condition and operating results could be adversely affected.
In recent years, we incurred, and we may in the future incur, impairment charges related to our goodwill and other intangible assets, which could negatively impact our results of operations.
We carry significant amounts of goodwill and other intangible assets, including indefinite-lived intangible assets, on our balance sheet as a result of the VWR Acquisition and acquisitions subsequent to the VWR Acquisition. Our intangible assets with finite useful lives primarily relate to customer and supplier relationships and are amortized over their respective estimated useful lives on a straight-line basis. Our indefinite-lived intangible assets relate to our trademarks and tradenames.
Goodwill and other intangible assets with indefinite useful lives are not amortized and are tested annually for impairment, and they must also be tested for impairment between the annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of the asset below its carrying amount. Other amortizable intangible assets are reviewed for impairment whenever an indication of potential impairment exists.
Future changes in our estimates or judgments could reduce our fair value measurements, which could in turn result in an impairment charge:
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During 2014, we recognized an $11.3 million impairment of goodwill related to a recent acquisition, which was associated with acquisition-specific factors.
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Our expected net sales, cash flow performance or market conditions could be adversely affected due to, among other things, negative macroeconomic or industry-specific factors. For example, in 2011 and 2010, we recognized impairment charges of $3.3 million and $48.1 million, respectively, resulting primarily from factors specific to the science education industry, while in 2008, we recognized impairment charges of $392.1 million related primarily to macroeconomic factors. We could also experience adverse changes in market factors such as discount rates, valuation multiples derived from comparable publicly traded companies, a decline in the trading price of VWR Corporation’s common stock or control premiums derived from market transactions.
As of December 31, 2014, goodwill and other intangible assets represented approximately $3.4 billion or 69% of our total assets. We may recognize additional impairment charges in the future should our operating results, market conditions or fair value assumptions decline due to, among other things, ongoing or worsening economic instability and volatility or other macroeconomic or industry-specific pressures, including but not limited to rising interest rates.
We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in sales to these customers.
We sell products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government. The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.
If we do not comply with existing government regulations or if we or our suppliers become subject to more onerous government regulations, we could be adversely affected.
Some of the products we offer and our operations are subject to a number of complex and stringent laws and regulations governing the production, handling, transportation, storage, import, export and distribution of chemicals, drugs and other similar products, including the operating and security standards of the United States Drug Enforcement Administration, the Alcohol and Tobacco Tax and Trade Bureau, the Food and Drug Administration, the Bureau of Industry and Security and various state boards of pharmacy as well as comparable state and foreign agencies. In addition, our operational activities must comply with the rules and regulations of the Department of Transportation, the Federal Aviation Administration and similar foreign agencies. We are also required to abide by the anti-corruption and anti-bribery laws of all countries in which we operate, including the FCPA. While we believe we are in compliance in all material respects with such laws and regulations, any non-compliance could result in substantial fines, penalties or assessments or otherwise restrict our ability to provide competitive products and solutions and thereby have an adverse impact on our financial condition. We cannot assure you that existing laws and regulations will not be revised or that new, more restrictive laws will not be adopted or become applicable to us or the products that we manufacture and distribute.
If our suppliers become subject to more stringent laws, they may seek to recover any or all increased costs of compliance from us by increasing prices, and we may not be able to recover all such increased prices from our customers. Accordingly, we cannot assure you that our business and financial condition will not be materially and adversely affected by future changes in applicable laws and regulations applicable to our suppliers.
If any of our operations are found not to comply with applicable antitrust or competition laws, our business may suffer.
Our operations are subject to applicable antitrust and competition laws in the countries in which we conduct our business, in particular in the United States and in the European Union. These laws prohibit, among other things, anticompetitive agreements and practices. If any of our commercial agreements are found to violate or infringe upon such laws, we may be subject to civil and other penalties and/or third-party claims for damages. Further, agreements that infringe upon these laws may be void and unenforceable, in whole or in part, or require modification in order to be lawful and enforceable. If we are unable to enforce any of our commercial agreements, whether at all or in material part, our business could be adversely affected.
We are subject to environmental, health and safety laws and regulations, and costs to comply with such laws and regulations, or any liability or obligation imposed under such laws or regulations, could negatively impact our business, financial condition and results of operations.
We are subject to a broad range of foreign, federal, state and local environmental, health and safety laws and regulations, including those pertaining to air emissions, water discharges, the manufacturing, handling, disposal and transport of solid and hazardous materials and wastes, the investigation and remediation of contamination and otherwise relating to health and safety and the protection of the environment and natural resources. As our global operations have involved and continue to involve the manufacturing, handling, transport and distribution of materials that are, or could be classified as toxic or hazardous, there is a risk of contamination and environmental damage inherent in our operations and the products we manufacture, handle, transport and distribute. Our environmental, health and safety liabilities and obligations may result in significant capital expenditures and other costs, which could negatively impact our business, financial condition and results of operations. We may be fined or penalized by regulators for failing to comply with environmental, health and safety laws and regulations. In addition, contamination resulting from our current or past operations may trigger investigation or remediation obligations, which may have a material adverse effect on our business, financial condition and results of operations.
Based on current information, we believe that any costs we may incur relating to environmental, health and safety matters will not be material. We cannot be certain, however, that identification of presently unidentified environmental, health and safety conditions, new regulations, more vigorous enforcement by regulatory authorities or other unanticipated events will not arise in the future and give rise to additional environmental liabilities, business interruptions, compliance costs or penalties which could have a material adverse effect on our business, financial condition and results of operations. In addition, environmental, health and safety laws and regulations are constantly evolving and it is not possible to predict accurately the effect they, or any new regulations or legislation may have in future periods.
We are subject to product liability and other claims in the ordinary course of business.
Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we source from various manufacturers or produce ourselves, as well as from the services we provide. Our exposure to such claims may increase as we seek to increase the geographic scope of our sourcing activities and sales of private label products and to the extent that we expand our manufacturing operations. We maintain insurance policies, including product liability insurance, and in many cases the manufacturers of the products we distribute have indemnified us against such claims. We cannot assure you that our insurance coverage or indemnification agreements with manufacturers will be available in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our manufacturers and our manufacturers’ insurers, as well as legal enforcement under the local laws governing the arrangements. In particular, as we seek to expand our sourcing from manufacturers in Asia-Pacific and other developing locations, we expect that we will increase our exposure to potential defaults under the related indemnification arrangements. Insurance coverage in general or coverage for certain types of liabilities, such as product liability or patent infringement in these developing markets may not be readily available for purchase or cost-effective for us to purchase. Furthermore, insurance for liability relating to asbestos, lead and silica exposure is not available, and we do not maintain insurance for product recalls. Accordingly, we could be subject to uninsured and unindemnified future liabilities, and an unfavorable result in a case for which adequate insurance or indemnification is not available could result in a material adverse effect on our business, financial condition and results of operations.
We are also involved in various disputes, litigation and regulatory matters incidental to our business, including employment matters, commercial disputes, government contract compliance matters, disputes regarding environmental clean-up costs, and other matters arising out of the normal conduct of our business. We intend to vigorously defend ourselves in such matters. From time to time, we are named as a defendant in cases as a result of our distribution of laboratory supplies, including litigation resulting from the alleged prior distribution of products containing asbestos by certain of our predecessors or acquired companies. While the impact of this litigation has historically been immaterial, there can be no assurance that the impact of the pending and any future claims will not be material to our business, financial condition or results of operations in the future.
If we are unable to hire, train and retain key personnel, our business, financial condition and results of operations could be adversely affected.
Our success depends in large part upon our continuing ability to identify, hire, retain and motivate skilled professionals. We face intense competition for these professionals from our competitors, customers, suppliers and other companies within the industries in which we compete and the geographical regions in which we operate. Any failure on our part to hire, train and retain a sufficient number of qualified professionals could have a significant adverse impact on our business.
We depend heavily on the services of our senior management. We believe that our future success will depend upon the continued services of our senior management. Our business may be harmed by the loss of one or more members of our senior management. We currently do not maintain key-man life insurance with respect to our executive officers.
We rely upon our distribution centers and third parties to ship products to our customers, and significant interruptions in the operations of our distribution centers or the operations of such third parties could harm our business, financial condition and results of operations.
Our infrastructure primarily consists of strategically located distribution centers and various smaller regional service centers where we receive products from manufacturers, manage inventory and fill and ship customer orders. We also ship a significant amount of our orders through various independent package delivery providers. Prompt shipment of our products is important to our business. Any significant disruptions to the operations of our distribution centers or such third parties for any reason, including labor relations issues, power interruptions, severe weather, fire or other circumstances beyond the control of us or such third parties, could cause our operating expenses to increase or seriously harm our ability to fulfill our customers’ orders or deliver products on a timely basis, or both. In addition, an increase in prices by our third-party carriers, due to increases in fuel prices or otherwise, could adversely impact our financial condition and results of operations if we are unable to find alternative providers or make adjustments to our selling prices.
Problems with or failure of our information services and their connectivity to our customers, suppliers and/or certain service providers could significantly disrupt our operations, which could reduce our customer or supplier base and could harm our business, financial condition and results of operations.
Our businesses rely on sophisticated information systems to obtain, rapidly process, analyze and manage data to facilitate the purchase and distribution of millions of inventory items from numerous distribution centers; to receive, process and ship orders on a timely basis; to account for other product and service transactions with customers; to manage the accurate billing and collections for thousands of customers; and to process payments to suppliers. Our business and results of operations may be adversely affected if these systems are interrupted or damaged by unforeseen events or if they fail for any extended period of time, including due to the actions of third parties. To reduce our risks against unforeseen events, we continually deploy, test and refine disaster recovery and business continuity preparedness plans.
Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. A failure in or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyber-attacks or information security breaches could disrupt our business and/or our supply chain, result in the improper disclosure or misuse of confidential or proprietary information, damage our reputation and/or increase our costs. As a result, cyber security and the continued development and enhancement of the controls and processes designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a high priority for us. Although we believe that we have robust information security procedures and other safeguards in place, as cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.
In addition, we accept payment by credit card and similar payment instruments for a material portion of our sales, and our ability to accept, process and settle credit card transactions is subject to rules and regulations issued and/or amended from time to time by payment card companies, such as American Express, VISA, MasterCard and Discover. These rules and regulations, which vary based on annual transaction volume and transaction experience, require us to safeguard customer information, including applying the minimum security standards for the manner in which we capture, store, process and transmit such information. Our failure to comply with such changing rules and standards can subject us to fines, restrictions or expulsion from these card acceptance programs, which could have a material adverse effect on our business, financial condition and results of operations.
We have recently completed the implementation of an enterprise resource planning system in our U.S. laboratory products business and we plan to continue to make technology and infrastructure investments, including with respect to our enterprise resource planning and e-commerce capabilities. Our technology initiatives are designed to enhance the security, confidentiality, integrity and availability of data and systems, to ensure our operations continue to provide a high quality service to our customers and to provide important information to our management. We are continually assessing the risks and costs associated with potential problems and interruptions that could reduce the efficiency and effectiveness of our operations in the near term, looking for opportunities to transfer or share these risks with specialized information systems security providers and insuring against these risks where appropriate. Despite these efforts, the cost and potential problems and interruptions associated with the implementation of our technology initiatives could disrupt or reduce our productivity, including our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business, as well as disrupt or impair our ability to provide important information to our management and investors.
We have not registered and in some cases do not own the existing applications and registrations for our material trademarks or service marks in every country in which we do business.
We serve our customers globally through our operations in 34 countries and use a number of registered and unregistered trademarks and service marks for our products and services, substantially all of which are owned by us. Although we have registered our material trademarks in the United States and the primary European countries in which we conduct business, we have not registered and in some cases do not own the existing applications and registrations for our material trademarks or service marks in all countries in which we conduct business. Our efforts to protect our intellectual property rights in certain countries, especially those in Asia-Pacific, may only provide us with limited protection. In addition, in some countries, we may be blocked from registering or otherwise protecting certain of our marks by others who have already registered identical or similar marks for similar goods or services, and in those cases, we run the risk of being sued for infringement or being unable to effectively establish brand identity.
The failure to own and have enforceable rights in the trademarks and service marks used in our business could have a material adverse effect on our business, financial condition and results of operations.
Unanticipated increases to our income tax liabilities could adversely impact our results of operations.
As a global corporation, our business is subject to a wide variety of U.S. federal, state and non-U.S. laws, regulations and policies. There can be no assurance that laws, regulations and policies will not be changed in ways that will impact our income tax provision or our income tax assets and liabilities. We are also subject to income tax audits in the United States and numerous foreign jurisdictions. Judgment is required in determining our global provision for income taxes and other tax liabilities. Although we believe that our tax estimates are reasonable, we cannot assure you that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals. Tax authorities in the various jurisdictions in which we have a presence and conduct business may disagree with our tax positions and assess additional taxes.
In addition, our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the discovery of new information in the course of our tax return preparation process. The carrying value of deferred tax assets, which are predominantly in the United States, is dependent on our ability to generate future taxable income in the United States. Increases in our income tax liabilities or risks related to the realization of our deferred tax assets as a result of any of the foregoing could adversely affect our financial position or results of operations.
As a U.S. company doing business in international markets through subsidiaries, we are subject to intercompany pricing rules in the jurisdictions where we operate. Tax rates vary from country to country and if regulators determine that our profits in one jurisdiction should be increased, we might not be able to fully offset the adjustment in the other jurisdictions; which would increase our effective tax rate. Additionally, the Organization for Economic Cooperation and Development, or OECD, has issued certain proposed guidelines regarding base erosion and profit shifting. If these guidelines are formally adopted by the OECD, individual taxing jurisdictions may also adopt some form of these guidelines as well. In such case, we may need to change our approach to intercompany transfer pricing in order to maintain compliance under the new rules. Our effective tax rate may increase or decrease depending on the current location of global operations at the time of the change.
Risks Related to Our Indebtedness
Our substantial indebtedness could have a material adverse effect on our financial condition and prevent us from fulfilling our debt or contractual obligations.
We have a substantial amount of debt, which requires us to make significant interest and principal payments. At December 31, 2014, we had outstanding indebtedness of $2,111.9 million, including our Senior Credit Facility, Senior Notes and our A/R Facility. Our high level of debt could have important consequences to us including the following:
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making it more difficult for us to satisfy our debt or contractual obligations;
•
exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our Senior Credit Facility and our A/R Facility, are at variable rates of interest;
•
requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments, which would reduce the funds available for working capital, capital expenditures, investments, acquisitions and other general corporate purposes;
•
limiting our flexibility in planning for, or reacting to, changes in our business, future business opportunities and the industry in which we operate;
•
placing us at a competitive disadvantage compared to any of our less leveraged competitors;
•
increasing our vulnerability to a downturn in our business and both general and industry-specific adverse economic conditions; and
•
limiting our ability to obtain additional financing at a favorable cost of borrowing, or if at all, to fund future working capital, capital expenditures, investments, acquisitions or other general corporate requirements.
Despite current indebtedness levels and restrictive covenants, we may incur additional indebtedness in the future, which would intensify our leverage risks.
Although the terms of the credit agreement governing the Senior Credit Facility and the indenture governing the Senior Notes restrict us and our restricted subsidiaries from incurring additional indebtedness, these restrictions are subject to significant exceptions and qualifications, including with respect to our ability to incur additional senior secured debt. The risks that we and our subsidiaries face as a result of our leverage could intensify to the extent that we incur a significant amount of additional indebtedness.
Our debt agreements contain restrictions on our ability to operate our business and to pursue our business strategies, and our failure to comply with, cure breaches of, or obtain waivers for covenants could result in an acceleration of the due date of our indebtedness.
The credit agreement governing our Senior Credit Facility and the indenture governing the Senior Notes contain, and agreements governing future debt issuances may contain, covenants that restrict our ability to finance future operations or capital needs, to respond to changing business and economic conditions or to engage in other transactions or business activities that may be important to our growth strategy or otherwise important to us. The credit agreement and the indenture restrict, among other things, our ability and the ability of our subsidiaries to:
•
incur or create additional indebtedness;
•
pay dividends or make distributions in respect of our capital stock or to make certain other restricted payments;
•
purchase or redeem stock;
•
make investments;
•
create liens;
•
sell assets and subsidiary stock;
•
enter into transactions with affiliates;
•
enter into agreements that restrict dividends and liens;
•
change our lines of business or our fiscal year; and
•
enter into mergers, consolidations and sales of substantially all assets.
Additionally, our Senior Credit Facility contains a financial maintenance covenant for the benefit of our revolving commitment lenders. Specifically, we are required to maintain a Senior Secured Net Leverage Ratio (as defined therein) of not more than 5.50:1.00. The financial maintenance covenant is only applicable if revolving loans or swing loans are outstanding or if outstanding letters of credit (other than cash collateralized letters of credit) are in excess of $20.0 million. We cannot assure you that we will be able to maintain compliance with the covenants related to our debt in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders or noteholders and/or amend the covenants. In particular, if our financial condition or operating results deteriorate, our relations with our lenders and noteholders may be materially and adversely affected, which could impact our ability to obtain waivers if necessary.
Any breach of the covenants in the credit agreement or the indenture could result in a default of the obligations under such debt and cause a default under other debt. If there were an event of default under the credit agreement related to our Senior Credit Facility that was not cured or waived, the lenders under our Senior Credit Facility could cause all amounts outstanding with respect to the borrowings under the Senior Credit Facility to be due and payable immediately. Our assets and cash flow may not be sufficient to fully repay borrowings under our Senior Credit Facility and our obligations under the Senior Notes if accelerated upon an event of default. If, as or when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenants contained in, our Senior Credit Facility, the lenders under our Senior Credit Facility could institute foreclosure proceedings against the assets securing borrowings under the Senior Credit Facility. Any such acceleration may also constitute a termination event under our A/R Facility, which could result in the amount outstanding under that facility becoming due and payable.
We may not be able to generate sufficient cash flows or access sufficient additional capital to meet our debt obligations or to fund our other liquidity needs.
Our business may not generate sufficient cash flow from operations, or future borrowings under our Senior Credit Facility, our A/R Facility or from other sources may not be available to us in an amount sufficient to enable us to make required interest payments on our indebtedness or to fund our other liquidity needs, including capital expenditure requirements, investments, acquisitions and other transactions that are important to the execution of our business strategy. Additionally, the revolving loan portion of our Senior Credit Facility and our A/R Facility are scheduled to mature in 2016, and significant portions of our other long-term debt are scheduled to mature in 2017, and we will need to refinance or satisfy this debt as it matures. We may not be able to refinance our maturing debt on favorable terms, or at all, based on general economic or market conditions, our historical or projected growth or other factors, including those beyond our control. If our cash flow from operations or other liquidity sources are not sufficient to make required interest payments or we are not able to refinance maturing debt on favorable terms, we may have to take actions such as selling assets, seeking additional equity or debt capital on commercially unreasonable terms or reducing or delaying important business transactions. Our Senior Credit Facility and the indenture governing our Senior Notes restrict our ability to sell assets and use the proceeds from such sales for purposes other than debt payment obligations.
The interests of our controlling stockholders may conflict with your interests.
Private equity funds managed by Madison Dearborn Partners indirectly own a majority of our common stock through their control of VWR Holdings. The interests of these funds as equity holders may conflict with your interests. The controlling stockholders may have an incentive to increase the value of their investment or cause us to distribute funds at the expense of our financial condition and liquidity position, subject to the restrictions in our debt agreements. In addition, these funds have the indirect power to elect a majority of our Board of Directors and appoint new officers and management and, therefore, effectively could control many other major decisions regarding our operations. Furthermore, our controlling stockholders are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Our controlling stockholders may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.
We are required to pay our ultimate pre-IPO owners for certain tax benefits to the extent realized by us (or deemed realized by us in the case of a change of control, certain divestitures or certain other events), which amounts are expected to be material and, in some instances, may exceed the tax benefits actually realized by us.
Our parent company, VWR Corporation, has entered into an ITRA with its pre-IPO stockholder, VWR Holdings. The ITRA provides for the payment by VWR Corporation to VWR Holdings of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that it along with its domestic subsidiaries, including us, actually realizes as a result of the utilization of its pre-IPO net operating loss carryforwards.
The actual utilization of net operating losses as well as the timing of any payments under the ITRA will vary depending upon a number of factors, including the amount, character and timing of VWR Corporation’s and its domestic subsidiaries’ taxable income in the future. We expect that the payments that will be required to be made under the ITRA will be material and VWR Corporation may seek to have us support its payment obligations under the ITRA.
At December 31, 2014, we reported a liability of $172.9 million due to VWR Corporation related to the ITRA, which represents 85% of the full amount of applicable recognized deferred tax assets related to VWR Corporation’s and its domestic subsidiaries’ domestic net operating loss carryforwards. Any future changes in the realizability of net operating loss carryforwards that were generated prior to the IPO will impact the amount that will ultimately be paid to VWR Holdings, if any.
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.
We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations. The agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries’ ability to pay dividends or other distributions to us. Additionally, deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us.
Item 1B.
Item 1B.
Unresolved Staff Comments
Not applicable.
Item 2.
Item 2.
Properties
We operate more than 160 facilities, which aggregate in excess of five million square feet, including offices, warehouse space and manufacturing facilities. We maintain our corporate headquarters in Radnor, Pennsylvania for executive, financial, legal, information systems, marketing and other administrative activities. Our European executive, financial, legal, information systems, marketing and other administrative activities are in Darmstadt, Germany and Haasrode, Belgium.
The following table sets forth information with respect to our principal distribution and other office facilities:
We also lease various regional distribution centers and service facilities globally that support our sales and warehouse functions. Our facility located in Batavia, Illinois is subject to a mortgage lien under the Senior Credit Facility.
Item 3.
Item 3.
Legal Proceedings
For information regarding legal proceedings and matters, see Note 10 to our consolidated financial statements beginning on page of this report, which information is incorporated into this item by reference.
Item 4.
Item 4.
Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders of Common Stock
There is no established public trading market for our common stock. The number of shares of our common stock, $0.01 par value, outstanding at March 9, 2015, was 1,000, all of which was held by VWR Corporation.
Dividends
In 2014 and 2013, we paid dividends of $33.9 million and $6.3 million, respectively, to our sole shareholder, VWR Corporation, which equated to $33,900 and $6,300 per share, respectively.
Our Senior Credit Facility and Senior Notes include significant restrictions on our ability to pay dividends. For more information, see Note 8 to our consolidated financial statements beginning on page of this report.
Item 6.
Item 6.
Selected Financial Data
Omitted pursuant to General Instruction I(2)(a) of Form 10-K.
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
All of our equity securities are owned by VWR Corporation, which has filed all of the material required to be filed pursuant to Sections 13, 14 and 15(d) of the Exchange Act. Pursuant to General Instruction I(2)(a) of Form 10-K, we have omitted the information called for by this item and have included in its place management’s narrative analysis of material changes in our results of operations for the years ended December 31, 2014 and 2013. This narrative analysis should be read in conjunction with the consolidated financial statements and related notes beginning on page of this report.
Management’s Narrative Analysis of Material Changes in Results of Operations
This narrative analysis includes a summary of our historical results of operations below, followed by detailed comparisons of our results for the years ended December 31, 2014 and 2013. We have derived this data from our consolidated financial statements beginning on page of this report.
The following table presents a summary of our results of operations (dollars in millions):
*
Not meaningful
The following summarizes our consolidated results of operations:
•
We achieved record operating results during 2014, including net sales of $4.4 billion and operating income of $317.9 million.
•
Net sales improved in 2014, reflecting a turnaround in our Americas segment and continued strong performance in our EMEA-APAC segment. Comparable net sales growth accelerated in the Americas; volume grew from recent investments in infrastructure and management and a strategic shift to a more targeted, customer-centric sales approach, and pricing was higher on our suite of products and services. Comparable net sales growth in our EMEA-APAC continued to exceed our estimates of market growth in those regions.
•
We were more profitable in 2014 with operating income of $317.9 million. Excluding restructuring charges, we improved comparable SG&A expenses as a percentage of net sales, reflecting cost reductions in 2014 from a restructuring program, partially offset by the changes to our agreements with Merck KGaA in Europe, which negatively impacted our margins.
•
Net income benefited from reductions in our interest expense following the redemption of our Subordinated Notes and amendments to our credit facilities.
•
Business acquisitions continued to improve our operating results from 2013 to 2014.
•
Generally, changes in foreign currency exchange rates slightly lowered our operating results in 2014.
•
Net income continued to experience significant changes due to the remeasurement of euro-denominated debt on our U.S. dollar-denominated balance sheet, which was significant and varied from year to year. We lowered interest expense in 2014 as discussed above, but we also incurred losses on the extinguishment of debt.
Comparison of Years Ended December 31, 2014 and 2013
Net Sales
The following table presents net sales and net sales changes by reportable segment (dollars in millions):
Net sales from comparable operations for the year ended December 31, 2014 increased $131.6 million or 3.1% compared to the prior year. The increase was primarily attributable to higher sales volume and pricing.
Net sales from comparable operations in our Americas segment for the year ended December 31, 2014 increased $49.1 million or 2.1% compared to the prior year. Volume increased as a result of recent initiatives that were put in place to improve Americas segment performance. These initiatives include investments in infrastructure and management and a strategic shift to a more targeted, customer-centric sales approach. Pricing also improved the year-over-year result. Comparable net sales declined on a year-over-year basis in the first quarter of fiscal 2014, were slightly positive in the second quarter and accelerated to our strongest growth in the fourth quarter of 2014. Net sales to Biopharma and industrial customers as a group increased by low to mid single-digit rates compared to the prior year, with the fourth quarter showing mid to high single-digit growth. Net sales to educational and governmental customers decreased by low to mid single-digit rates compared to the prior year but improved during the year, with the fourth quarter showing low to mid single-digit growth. Net sales of consumables increased by low to mid single-digit rates, while net sales of durable goods and equipment were flat.
Net sales from comparable operations in our EMEA-APAC segment for the year ended December 31, 2014 increased $82.5 million or 4.5% compared to the prior year. The increase in net sales was driven by consistently higher sales volume throughout the year, which exceeded our estimates of 2% to 2.5% market growth in those regions. Net sales improved across all primary product groups and customer segments by mid to high single-digit rates. Net sales were particularly strong for private label consumables and durable goods and equipment, which grew by low double-digit rates, and private label chemicals, which grew by high single-digit rates.
Gross Profit
The following table presents gross profit, gross margin and changes therein (dollars in millions):
Gross profit from comparable operations for the year ended December 31, 2014 increased $25.9 million or 2.2% compared to the prior year. The increase was caused by comparable net sales growth, partially offset by lower gross margin.
Gross margin for the year ended December 31, 2014 decreased 20 basis points to 28.4% compared to the prior year. Changes to our agreements with Merck KGaA negatively impacted our gross margins, particularly in the EMEA-APAC segment. These changes were substantially offset by higher pricing and, to a lesser extent, a more favorable product and customer sales mix in the Americas.
SG&A Expenses
The following table presents SG&A expenses, SG&A expenses as a percentage of net sales and changes therein (dollars in millions):
SG&A expenses from comparable operations for the year ended December 31, 2014 decreased $30.8 million or 3.3% compared to the prior year. During 2013, we incurred $31.7 million of charges related to our global restructuring program and $2.2 million of charges related to executive departures. Absent these items, SG&A expenses from comparable operations were flat, but decreased as a percentage of net sales. Increased employee compensation provisions in 2014, including the expense related to new stock option awards, were substantially offset by lower overall personnel costs in 2014, including savings from our 2013 global restructuring program. We also recognized a gain on the partial settlement of our U.S. Retirement Plan obligations, and we terminated the management services agreement with our Sponsors in the fourth quarter of 2014. For more information about our restructuring programs, stock options, the partial settlement of our U.S. Retirement Plan and the termination of the management services agreement, see Notes 14, 13, 15 and 20, respectively, to our consolidated financial statements beginning on page of this report.
Operating Income
The following table presents operating income and operating income changes by reportable segment (dollars in millions):
Operating income from comparable operations for the year ended December 31, 2014 increased $56.7 million or 22.3% compared to the prior year. Absent the 2013 charges for restructuring and executive departures discussed previously, operating income from comparable operations increased primarily due to comparable improvements in gross profit.
Operating income from comparable operations in our Americas segment for the year ended December 31, 2014 increased $20.7 million or 17.9% compared to the prior year. During 2013, we recognized $7.6 million of restructuring charges and $2.2 million of charges related to executive departures that were not present in 2014. The remaining increase in comparable operating income was caused by higher net sales volume and pricing and the changes in SG&A expenses described previously.
Operating income from comparable operations in our EMEA-APAC segment for the year ended December 31, 2014 increased $36.0 million or 26.0% compared to the prior year. During 2013, we recognized $24.1 million of restructuring charges that were not present in 2014. The remaining increase in operating income was primarily due to higher net sales volume and lower overall personnel costs resulting from our 2013 global restructuring program, partially offset by increased employee compensation provisions, including the expense related to new stock option awards.
Interest Expense, Net of Interest Income
Interest expense, net of interest income, for the years ended December 31, 2014 and 2013 was $166.3 million and $190.7 million, respectively, a decrease of $24.4 million or 12.8%. Net interest expense decreased as a result of lower rates of interest on our term loans, which we refinanced in January 2014, the redemption of our Subordinated Notes in the fourth quarter of 2014 using the net proceeds from the IPO and the Additional Sale and lower average borrowings under our multi-currency revolving loan facility.
Other Income (Expense), Net
Other income (expense), net, for the years ended December 31, 2014 and 2013 was $90.9 million and $(38.8) million, respectively. Other income (expense), net, represents the net foreign currency remeasurement gain or loss on our foreign-denominated debt, which fluctuates with changes in currency exchange rates, particularly with respect to the euro.
Loss on Extinguishment of Debt
We recognized a loss on extinguishment of debt of $5.1 million for the year ended December 31, 2014, representing the write-off of unamortized deferred financing costs following the redemption of our Subordinated Notes in the fourth quarter of 2014. We recognized a loss on extinguishment of debt of $2.0 million for the year ended December 31, 2013, representing the write-off of unamortized deferred financing costs following an amendment of our Senior Credit Facility on January 31, 2013.
Income Taxes
We recognized income tax provisions of $84.8 million and $8.4 million for the years ended December 31, 2014 and 2013, respectively. For more information about the components of our income tax provisions, and a reconciliation of our income tax provisions to income taxes calculated at the U.S. federal statutory rate, see Note 18 to our consolidated financial statements beginning on page of this report.
Material Effects of Changes in Accounting Principles and Practices
None.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Our Senior Credit Facility and our A/R Facility contain variable interest rates which expose us to fluctuating rates of interest. As of December 31, 2014, a 100 basis point change in the variable rates for the Senior Credit Facility and the A/R Facility would, on an annualized basis, impact interest expense by $13.4 million on a pre-tax basis. For additional information about the terms of our credit facilities, see Note 8 to our consolidated financial statements beginning on page of this report.
Foreign Currency Exchange Rate Risk
While we report our consolidated financial results in U.S. dollars, we have significant operations outside the United States. As a result, we derive a significant portion of our sales and incur a significant portion of our costs in foreign currencies, principally the euro, the British pound sterling, the Canadian dollar and the Swiss franc. Fluctuations in the relative values of currencies occur from time to time and could favorably or unfavorably affect our operating results. Specifically, during times of a strengthening U.S. dollar, our reported international sales and earnings will be reduced because the local currency will translate into fewer U.S. dollars. A 10% change in average foreign currency exchange rates relative to the U.S. dollar would have impacted our reported operating income for the year ended December 31, 2014 by $11.9 million on a pre-tax basis. Net sales and costs tend to be incurred in the same currency, and therefore, reduce local currency risks.
Where we deem it prudent, we have engaged in hedging programs, using primarily foreign currency forward contracts, aimed at limiting the impact of foreign currency exchange rate fluctuations on cash flows and earnings. These activities have not been material to our consolidated financial statements. For additional information, see Note 9 to our consolidated financial statements beginning on page of this report.
We have a significant amount of foreign-denominated debt on our U.S. dollar-denominated balance sheet. A 10% change in foreign currency exchange rates associated with foreign denominated debt outstanding at December 31, 2014 would have impacted our reported exchange gains or losses for the year ended December 31, 2014 by $55.1 million on a pre-tax basis.
Item 8.
Item 8.
Financial Statements and Supplementary Data
The information required by this item is presented at the end of this report beginning on page of this report.
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A.
Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2014. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2014, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, reported and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2014, our internal control over financial reporting was effective.
Our independent registered public accounting firm, KPMG LLP, has audited the effectiveness of our internal control over financial reporting, as stated in their report below.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, 2014, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
VWR Funding, Inc.:
We have audited VWR Funding, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). VWR Funding, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, VWR Funding, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of VWR Funding, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income or loss, redeemable equity and stockholder equity and cash flows for each of the years in the three-year period ended December 31, 2014, and our report dated March 13, 2015 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 13, 2015
Item 9B.
Item 9B.
Other Information
None.
PART III
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance
Omitted pursuant to General Instruction I(2)(c) of Form 10-K.
Item 11.
Item 11.
Executive Compensation
Omitted pursuant to General Instruction I(2)(c) of Form 10-K.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Omitted pursuant to General Instruction I(2)(c) of Form 10-K.
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Omitted pursuant to General Instruction I(2)(c) of Form 10-K.
Item 14.
Item 14.
Principal Accounting Fees and Services
Our parent company, VWR Corporation, and us receive the same audit. KPMG LLP (“KPMG”) served as our independent registered public accounting firm for the years ended December 31, 2014 and 2013. Fees and expenses for services rendered by KPMG in 2014 and 2013 were approved by our Audit Committee. We have determined that the provision of these services is compatible with maintaining the independence of our independent registered public accounting firm.
The following table presents KPMG’s fees and expenses for services rendered to us for the past two fiscal years (in thousands):
(1)
Audit fees in 2014 and 2013 relate to the audit of our consolidated financial statements, the review of our quarterly consolidated financial statements on Form 10-Q that are customary under the standards of the Public Company Accounting Oversight Board (United States) and statutory audits. The 2014 audit fees also include procedures and comfort letters related to registration statements.
(2)
Audit-related fees in 2014 and in 2013 relate to due diligence assistance and agreed upon procedures in support of statutory requirements.
(3)
Tax fees in 2014 and 2013 relate to tax compliance services.
Pre-Approval Policy for Auditor Services
The Audit Committee has adopted a policy that requires it to pre-approve the audit and non-audit services performed by our auditor in order to assure that providing such services will not impair the auditor’s independence.
The Audit Committee has the sole and direct responsibility and authority for the appointment, termination and compensation to be paid to the independent registered public accounting firm. The Committee has the responsibility to approve, in advance of the provision thereof, all audit services and permissible non-audit services to be performed by the independent registered public accounting firm as well as compensation to be paid with respect to such services.
Our Audit Committee Charter authorizes the Committee to delegate authority to pre-approve audit and permissible non-audit services to a member of the Committee. Any decisions made by such member under delegated authority, must be presented to the full Committee at its next scheduled meeting.
All of the services described above for 2014 and 2013 were pre-approved by the Audit Committee before KPMG was engaged to render the services.
PART IV
Item 15.
Item 15.
Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report:
1.
Financial statements:
2.
Financial statement schedules:
•
Schedule II, “Valuation and qualifying accounts,” is included in Note 26 to the consolidated financial statements beginning on page of this report.
3.
Exhibits: see the Exhibit Index beginning on page E-1 of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VWR Funding, Inc.
Date: March 13, 2015
By:
/s/ Douglas J. Pitts
Name:
Douglas J. Pitts
Title:
Vice President and Corporate Controller
(Chief Accounting Officer and Duly Authorized Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Directors:
Nicholas W. Alexos
Thompson Dean
Robert L. Barchi
Pamela Forbes Lieberman
Edward A. Blechschmidt
Harry M. Jansen Kraemer, Jr.
Robert P. DeCresce
Timothy P. Sullivan
Carlos del Salto
Robert J. Zollars
By George Van Kula pursuant to a Power of Attorney executed by the directors listed above, which Power of Attorney has been filed as an exhibit hereto.
EXHIBIT INDEX
E-1
E-2
E-3
(1)
VWR Investors, Inc. changed its name to VWR Corporation on June 19, 2014. As a result, all references to VWR Investors, Inc. in the agreements or documents listed above are to VWR Corporation.
(2)
Exhibits denoted by the filer “VWRC” are incorporated by reference herein from the prior filing of such document with the SEC by our parent, VWR Corporation (Commission File No. 001-36673). Exhibits denoted by the filer “VWRF” are incorporated by reference herein from the prior filing of such document with the SEC by VWR Funding, Inc. (Commission File No. 333-124100). Exhibits denoted by the following marks are:
*
Filed herewith
**
Furnished herewith
+
Indicates exhibits that constitute management contracts or compensatory plans or arrangements.
#
Our Code of Ethics and Conduct can be found on our website (www.vwr.com) by clicking on “Investor Relations Area,” “Corporate Governance” and then “VWR Corporation - Code of Ethics and Conduct.”
E-4
VWR FUNDING, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
VWR Funding, Inc.:
We have audited the accompanying consolidated balance sheets of VWR Funding, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income or loss, redeemable equity and stockholder equity and cash flows for each of the years in the three-year period ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of VWR Funding, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), VWR Funding, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in the Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 13, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 13, 2015
VWR FUNDING, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in millions, except share and per share data)
See accompanying notes to consolidated financial statements.
VWR FUNDING, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in millions)
See accompanying notes to consolidated financial statements.
VWR FUNDING, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income or Loss
(in millions)
See accompanying notes to consolidated financial statements.
VWR FUNDING, INC. AND SUBSIDIARIES
Consolidated Statements of Redeemable Equity and Stockholder Equity
(in millions, except share data)
See accompanying notes to consolidated financial statements.
VWR FUNDING, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in millions)
See accompanying notes to consolidated financial statements.
VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1)
Nature of Operations and Basis of Presentation
VWR Funding, Inc., together with its consolidated subsidiaries (the “Company,” “we,” “us,” and “our”), is a leading, independent provider of laboratory products, services and solutions to the global life science, general research and applied markets. We have significant market share positions in Europe and North America. We also have operations in Asia-Pacific and other key emerging markets to support our multinational customers across the globe. We serve a critical role in connecting customer sites with core laboratory product suppliers across multiple industries and geographies. We offer one of the broadest portfolios of branded and private label laboratory products. We also offer a full range of value-added services, including custom manufacturing, to meet our customers’ needs. These services represent a growing but currently small portion of our overall net sales. We offer a wide selection of unique products and have developed an extensive global infrastructure including thousands of sales and service-focused professionals. We deliver value to our customers by improving the costs, efficiency and effectiveness of their research laboratories and production operations. We deliver value to our suppliers by providing them with cost-effective channel access to a global and diverse customer base.
We report financial results on the basis of two reportable segments organized by geographic region: (1) North, Central and South America (collectively, the “Americas”); and (2) Europe, Middle East, Africa and Asia Pacific (collectively, “EMEA-APAC”).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of VWR Funding, Inc., its subsidiaries and certain accounts of our parent companies after the elimination of intercompany balances and transactions. The following describes our corporate organization at December 31, 2014 and the principles followed in consolidating our financial statements:
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Varietal Distribution Holdings, LLC (“VWR Holdings”) - Prior to its initial public offering (“IPO,” see Note 12), VWR Corporation was a wholly-owned subsidiary of VWR Holdings, a Delaware limited liability company. Private equity funds managed by Madison Dearborn Partners, Avista Capital Partners and their affiliates (collectively, the “Sponsors”) hold a controlling interest in VWR Holdings.
Our consolidated balance sheets reflect the investment cost basis of VWR Holdings in the assets and liabilities acquired in a merger in June 2007 and the estimated fair values of those assets and liabilities at that time. This resulted in a significant increase in the carrying value of our identifiable intangible assets and goodwill. In addition, we re-valued our pension obligations, recorded significant deferred income taxes and incurred substantial additional indebtedness.
VWR Holdings and VWR Corporation sponsor share-based compensation programs for the benefit of certain of our employees and others. We present the expense and changes to equity related to these programs in our consolidated financial statements. We also present as redeemable equity the redemption value of certain of VWR Holdings’ equity held by our management. See Notes 11 and 13.
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VWR Corporation - VWR Corporation, a Delaware corporation, was formed in June 2007 as VWR Investors, Inc. in connection with a merger. In June 2014, VWR Investors, Inc. changed its name to VWR Corporation. VWR Corporation has no operations other than its ownership of us. Following the completion of the IPO in the fourth quarter of 2014, VWR Corporation became 22.4% owned by public investors.
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VWR Funding, Inc. and its wholly-owned subsidiaries (“VWR Funding”) - We are a wholly-owned subsidiary of VWR Corporation. Our debt agreements limit our ability to, among other things, pay dividends to VWR Corporation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue, expenses, income and loss during the reporting period. Actual results could differ significantly from those estimates.
Additional disclosures are provided about significant estimates and assumptions in the following areas: (i) impairment testing, particularly determining whether indicators of impairment were present and whether assets were impaired (see Notes 5, 7, 9 and 21); (ii) estimating the valuation allowance on deferred tax assets, including such allowances on our net operating loss carryforwards, which also affects the estimated value of the amount due to VWR Corporation under the ITRA (see Notes 18 and 20); (iii) accounting for defined benefit plans, in particular determining key assumptions such as discount rates and the expected return on plan assets (see Note 15); (iv) estimating outcomes of loss contingencies (see Note 10); and (v) estimating fair value, particularly related to measurements based on unobservable inputs (see Note 9).
(2)
Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents are comprised of highly liquid investments with original maturities of three months or less, primarily consisting of euro-denominated overnight deposits.
Compensating Cash Balance
We use a notional cash pooling arrangement to provide cash to certain of our international subsidiaries. This arrangement is with a single financial institution with specific provisions for the right to offset positive and negative cash balances. However, we believe it is unlikely that we would offset an underlying cash deficit with a cash surplus from another country. Accordingly, we present a positive amount of cash, equal to the aggregate bank overdraft position of subsidiaries participating in our notional cash pooling arrangement, as compensating cash balance, a component of current assets, and an equal amount within current portion of debt and capital lease obligations at each period-end.
Trade Accounts Receivable, net of Reserves
Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The carrying amount of trade accounts receivable is presented net of a reserve representing our estimate of the amounts that will not be collected and for estimated sales returns and allowances. In addition to reviewing delinquent accounts receivable, we consider many factors in estimating our reserve, including historical data, experience, customer types, creditworthiness and economic trends. From time to time, we may adjust our assumptions for anticipated changes in any of these or other factors expected to affect collectability. Account balances are written off against the allowance when we determine it is probable that the receivable will not be recovered.
Inventories
Our inventories consist primarily of products held for sale. Inventories are valued at the lower of cost or market, cost being primarily determined by the last-in, first-out (“LIFO”) method for our U.S. subsidiaries and the first-in, first-out method for all other subsidiaries. We regularly review quantities of inventories on hand and compare these amounts to the expected use of each product or product line. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to net realizable value.
The following table presents information about inventories valued using the LIFO method (amounts in millions).
Property and Equipment
Property and equipment are recorded at cost. Property and equipment held under capital leases are recorded at the present value of minimum lease payments. Depreciation is recognized using the straight-line method over estimated useful lives of 10 to 40 years for buildings and improvements and 3 to 15 years for equipment and computer software. Property and equipment held under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the estimated remaining life of the lease. Costs for repairs and maintenance that do not significantly increase the value or estimated lives of property and equipment are treated as expense as such costs are incurred.
Impairment of Long-Lived Assets
We evaluate the recoverability of long-lived assets used in operations when events or changes in circumstances indicate a possible inability to recover carrying amounts. We assess recoverability by comparing the carrying value of the asset to estimated undiscounted future cash flows expected to be generated by the asset. If an asset is considered impaired, the impairment loss to be recognized is measured as the amount by which the asset’s carrying value exceeds its fair value.
Goodwill and Other Intangible Assets
Goodwill represents the excess of purchase price over the fair value of net assets acquired in a business combination. Other intangible assets consist of both amortizable and indefinite-lived intangible assets. Amortizable intangible assets are amortized over their estimated useful lives on a straight-line basis. Indefinite-lived intangible assets are not amortized.
We reevaluate the estimated useful lives of our amortizable intangible assets annually. For indefinite-lived intangible assets, we reevaluate annually whether they continue to have indefinite lives, considering whether they have any legal, regulatory, contractual, competitive or economic limitations and whether they are expected to contribute to the generation of cash flows indefinitely.
Goodwill and other indefinite-lived intangible assets are tested annually for impairment on October 1 of each year. Goodwill impairment testing is performed at the reporting unit level. We have determined that our reporting units are the same as our operating segments, which are: (i) U.S. Lab and Distribution Services (“US Lab”), (ii) a collection of laboratory supply and other businesses primarily operating in North, Central and South America (“Emerging Businesses”); and (iii) EMEA-APAC. All of our intangible assets, including goodwill, are tested for impairment whenever an indication of potential impairment arises. Events or circumstances that might require an interim evaluation include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts or anticipated acts by governments and courts. Indefinite-lived intangible assets are tested for impairment prior to testing of goodwill or amortizable intangible assets.
The impairment analysis for goodwill and indefinite-lived intangible assets consists of an optional qualitative assessment potentially followed by a two-step quantitative analysis. If we determine that the carrying value of goodwill or indefinite-lived intangible assets exceeds its fair value, an impairment charge is recorded for the excess. Impairment charges cannot be reversed in subsequent periods.
The impairment analysis for amortizable intangible assets is performed in the same way in which we evaluate our other long-lived assets for impairment, as previously discussed.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. Classification within the fair value hierarchy is determined based on the lowest of the following levels that is significant to the fair value measurement:
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Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
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Level 2 - Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability
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Level 3 - Inputs that are unobservable for the asset or liability based on the Company’s own assumptions (about the assumptions market participants would use in pricing the asset or liability)
We exercise considerable judgment when estimating fair value, particularly when evaluating what assumptions market participants would likely make. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values.
Commitments and Contingencies
Loss contingencies are reflected in the consolidated financial statements based on our assessments of the expected outcome of legal proceedings or the expected resolution of other contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, we reassess potential liabilities related to pending claims and litigation and may revise our previous estimates.
Revenue Recognition
We record product revenue on a gross basis when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss have been transferred to the customer and collectability of the resulting receivable is reasonably assured. Title and risk of loss is transferred at the time of shipment or upon delivery to customers, depending upon the terms of the arrangement with the customer. Products are delivered without post-sale obligations to the customer. Provisions for discounts, rebates to customers, sales returns and other adjustments are provided for as a reduction of sales in the period the related sales are recorded.
We record shipping and handling charges billed to customers in net sales and record shipping and handling costs in cost of goods sold for all periods presented. Sales taxes, value-added taxes and certain excise taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales.
Services represent a growing but currently small portion of our net sales and were not material to our consolidated financial statements.
Share-Based Compensation
Share-based compensation consists primarily of VWR Corporation stock options awarded to employees and directors. Because VWR Corporation stock options are made available to our management as an incentive to provide services to us, we account for them as share-based compensation.
Share-based compensation expense is measured using the grant-date fair value of awards ultimately expected to vest and, for awards with service conditions only, is recognized on a straight-line basis from the date of grant through the end of the requisite service period. Our expectation is that VWR Corporation will issue new shares of common stock upon the exercise of stock options.
The grant-date fair value of stock options is measured using a closed-form option pricing model, using assumptions based on the terms of each stock option agreement, the expected behavior of grant recipients and peer company data. We have limited historical data about our own awards upon which to base our assumptions. Expected volatility is calculated based on the observed equity volatility for a peer group over a period of time equal to the expected life of the stock options. The risk-free interest rate is based on U.S. Treasury observed market rates continuously compounded over the duration of the expected life. The expected life of stock options is determined using the simplified method, which is calculated as the midpoint of the weighted average vesting period and the contractual term.
The number of awards ultimately expected to vest is determined by use of an estimated forfeiture rate. The estimated forfeiture rate is based on historical data for the employee group awarded options and expected employee turnover rates, which management reevaluates each period.
Defined Benefit Plans
We have defined benefit plans covering certain of our employees. The benefits include pension, salary continuance, life insurance and healthcare. Benefits are accrued over the employees’ service periods. We use actuarial methods and assumptions in the valuation of defined benefit obligations and the determination of net periodic pension income or expense. Differences between actual and expected results or changes in the value of defined benefit obligations and plan assets, if any, are not recognized in earnings as they occur but rather systematically over subsequent periods.
Foreign Currency Translation
Assets and liabilities of our foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. dollars using period-end exchange rates. Revenues, expenses, income and losses are translated using average exchange rates. Resulting translation adjustments are reported in accumulated other comprehensive income or loss. Foreign currency remeasurement gains and losses related to financing activities are reported in other income (expense), net within our consolidated statements of operations, while gains and losses associated with operating activities are reported within the applicable component of operating income.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.
We recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs, as a result of information that arises or when a tax position is effectively settled. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in our consolidated financial statements.
Due to VWR Corporation - ITRA
VWR Corporation is dependent upon us to provide funding for any payments due to VWR Holdings under an income tax receivable agreement (“ITRA”). Because of this, we account for and present the ITRA in a manner similar to VWR Corporation.
We record the estimated amount payable to VWR Corporation related to the ITRA as a noncurrent liability, except for the portion payable within twelve months, which is presented within other current liabilities. The ITRA liability was initially recognized through an adjustment to additional paid-in capital and measured at its expected future value, similar to the underlying deferred tax assets to which it relates. Subsequent changes in the value of the ITRA liability will be classified as other income (expense), net in the consolidated statements of operations. Cash payments under the ITRA will be classified as a financing activity on the consolidated statements of cash flows.
(3)
New Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued comprehensive revenue recognition guidance. The new guidance provides a single model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The new standard also requires expanded disclosures regarding the qualitative and quantitative information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for us beginning in the first quarter of 2017 and may be adopted using either a full retrospective or a modified retrospective approach. We are continuing to evaluate the impact of this pronouncement and the method by which we will adopt it.
In April 2014, the FASB issued new guidance applicable to disposals of components of an entity. The new guidance raised the threshold for a disposal to qualify as a discontinued operation and requires new disclosures about disposals. The guidance is effective for annual periods beginning on or after December 15, 2014, with early adoption permitted. We early adopted this guidance on July 1, 2014. As a result of adopting this guidance, we reported the results of a disposed business as part of our continuing operations. See Note 5.
(4)
Acquisitions
We have acquired a number of businesses in order to broaden our product offerings, strengthen our existing market positions and expand our geographic presence. The following list provides information about businesses we acquired during the three-year period ended December 31, 2014 (collectively, the “Acquisitions”):
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on November 7, 2014, we acquired Integra Companies, Inc. (“Integra”) and STI Components, Inc. (“STI”). Integra and STI are two separate domestic manufacturers and distributors of single-use disposable products and clean room kitting for bioprocessing applications;
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on September 8, 2014, we acquired Klinipath BV and its affiliates (collectively, “Klinipath”), a manufacturer and distributor of equipment, consumables and reagents based in The Netherlands and Belgium;
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on June 1, 2014, we acquired a business, and in August 2014, we subsequently rescinded the purchase agreement, receiving a full refund of the purchase price. See Note 5;
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on March 3, 2014, we acquired Peqlab Biotechnologie GmbH, including its subsidiaries and operations in the United States, the United Kingdom, Austria and Germany (collectively, “Peqlab”). Peqlab is headquartered in Germany and develops, manufactures and supplies molecular and cell biology reagents, consumables and instruments;
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on December 31, 2013, we acquired TEK Products, Inc. (“TEK”), a domestic supplier of laboratory and cleanroom consumables and provider of cleanroom and industrial laundry services;
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on July 1, 2013, we acquired United Biochemicals Inc. (“UBI”), a domestic manufacturer and supplier of high purity buffers and biochemicals for research, development and manufacturing processes;
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on April 2, 2013, we acquired Basan UK Limited (“Basan UK”), a distributor of cleanroom products and services in the United Kingdom;
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on April 2, 2013, we acquired Prolab Laboratuar Teknolojileri Limited (“Prolab”), a distributor of scientific laboratory supplies in Turkey and Germany;
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on March 1, 2013, we acquired certain assets from Metro Servicios to support our new laboratory distribution business in the Republic of Costa Rica (“CR Lab”);
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on December 4, 2012, we acquired Labonord SAS and Switch BVBA (“Labonord” and “Switch,” respectively). Labonord is a distributor of consumables and chemicals based in France. Belgium-based Switch manufactures cytology and histology reagents and dyes that are distributed through Labonord and an independent distribution partner to customers in France, Belgium and the Netherlands;
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on November 1, 2012, we acquired Lab 3 Limited (“Lab 3”), a distributor of scientific laboratory supplies and services headquartered in the United Kingdom;
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on September 6, 2012, we acquired Sovereign Group (“Sovereign”), a distributor of laboratory products with distribution centers and sales organizations in Brazil, Argentina and the United States;
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on September 3, 2012, we acquired the mining laboratory supply business of KLEN International (“KLEN”) with operations in Australia;
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on June 1, 2012, we acquired basan GmbH, including its subsidiaries with operations in Germany, the Netherlands, France, Italy, Singapore and Malaysia (collectively, “basan GmbH”). basan is a distributor of products and related services for cleanrooms in Europe and southeast Asia; and
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on April 2, 2012, we acquired VITRUM Praha, spol. s.r.o. and VITRUM Roznov s.r.o. (collectively, “VITRUM”), distributors of scientific laboratory supplies in the Czech Republic.
None of the Acquisitions had an individually material impact on our consolidated financial statements. The Acquisitions were funded through a combination of cash and cash equivalents on hand and incremental borrowings under our credit facilities.
The results of Integra, STI, TEK, UBI, CR Lab, Sovereign and KLEN have been included in our Americas segment, and the results of Klinipath, Basan UK, Prolab, Switch, Labonord, Lab 3, basan GmbH and VITRUM have been included in our EMEA-APAC segment, each from their respective dates of acquisition. The results of Peqlab from its date of acquisition have been included in our EMEA-APAC segment, except for Peqlab’s operations in the United States which have been included in the Americas segment. The results of the disposed business were included in our Americas segment from June 1, 2014 through its disposition in August 2014.
The following table presents the components and allocation of the purchase price and the weighted average life of acquired amortizable intangible assets for all of our acquisitions in the aggregate (in millions, except as indicated):
The purchase price for the Acquisitions was higher than the fair value of the acquired identifiable assets, resulting in goodwill, due to our expectations of the synergies that will be realized by combining the businesses with ours. During the years ended December 31, 2014, 2013 and 2012, we recorded goodwill of $29.0 million, $4.5 million and $18.2 million, respectively, that we expect to be deductible for tax purposes. The purchase price allocations for the acquisitions of Integra, STI and Klinipath are preliminary pending finalization of opening balance sheets and may be adjusted subsequently.
In their respective years of acquisition, the Acquisitions contributed aggregate net sales of $35.5 million, $17.5 million and $53.9 million and operating income of $2.9 million, $0.4 million and $1.8 million during the years ended December 31, 2014, 2013 and 2012, respectively.
The following table presents unaudited supplemental pro forma financial information as if the Acquisitions, excluding the disposed business, had occurred as of January 1, 2013 (in millions):
These results do not purport to be indicative of our results of operations which actually would have resulted had the Acquisitions, excluding the disposed business, occurred on January 1, 2013, or of our future results of operations.
On February 2, 2015, we acquired National Biochemicals Corporation (“NBC”), a domestic full service raw material manufacturer and supplier to the biochemical industry. NBC has annual net sales of approximately $8 million.
(5)
Disposition of Business
In July 2014, we received allegations and identified inappropriate business practices at a recently-acquired business. We determined that the circumstances surrounding these allegations represented indicators of impairment at June 30, 2014. We first evaluated the recoverability of associated long-lived assets and concluded no impairment was required. We then performed an interim goodwill impairment assessment at the component business level because standalone financial information continued to be available and the acquisition had not yet been integrated into one of our existing reporting units. We concluded that the entire carrying value of acquired goodwill was not recoverable and recognized a pre-tax impairment charge of $11.3 million during the three months ended June 30, 2014, such charge being included within our Americas reportable segment and classified in selling, general and administrative (“SG&A”) expenses in the accompanying consolidated financial statements. See Note 9 for a discussion of non-recurring fair value measurements made in connection with our interim impairment testing.
In August 2014, following our recognition of the above noted impairment, we entered into an agreement with the former shareholders of the business to rescind the purchase agreement. Subsequently, we received a full refund of the purchase price. As a result, we recognized a gain on disposition of $11.1 million during the three months ended September 30, 2014, such gain being included in our Americas reportable segment and classified in SG&A expenses in the accompanying consolidated financial statements.
Neither the contribution of the acquired business to our results of operations nor the gain on its disposition were material to the consolidated financial statements.
(6)
Property and Equipment
The following table presents the components of property and equipment, net (in millions):
At December 31, 2014 and 2013, property and equipment held under capital leases were not material to our consolidated balance sheet.
Depreciation expense was $40.4 million, $38.3 million and $36.0 million for the years ended December 31, 2014, 2013 and 2012, respectively.
(7)
Goodwill and Other Intangible Assets, net
The following table presents changes in goodwill by reportable segment (in millions):
The following table presents the gross amount of goodwill and accumulated impairment losses by reportable segment (in millions):
The following table presents the components of other intangible assets (in millions):
Amortization expense was $88.9 million, $91.7 million and $89.9 million for the years ended December 31, 2014, 2013 and 2012, respectively.
The following table presents estimated amortization expense for amortizable intangible assets over the next five years and thereafter as of December 31, 2014 (in millions):
(8)
Debt and Capital Lease Obligations
Debt and capital lease obligations consist of: (i) an accounts receivable securitization facility due 2016 (the “A/R Facility”); (ii) a senior secured credit facility, consisting of term loans denominated in euros and U.S. dollars and a multi-currency revolving loan facility (collectively, the “Senior Credit Facility”); (iii) 7.25% unsecured senior notes due 2017 (the “Senior Notes”); (iv) 10.75% unsecured senior subordinated notes, which were redeemed in the fourth quarter of 2014 (the “Subordinated Notes”); (v) compensating cash balance, representing bank overdraft positions of subsidiaries participating in our notional global cash pooling arrangement with a bank; (vi) capital lease obligations; and (vii) other debt.
The following table presents the components of debt and capital lease obligations, interest rate terms and weighted-average interest rates (dollars in millions):
The following summarizes the priority of our debt instruments. Borrowings under the A/R Facility are collateralized by the trade accounts receivable of certain of our domestic wholly-owned subsidiaries. Those receivables are not available to satisfy the claims of other creditors. Borrowings under the Senior Credit Facility are secured by substantially all of our other assets and rank higher than the Senior Notes, which in turn ranked higher than the Subordinated Notes prior to their redemption, as discussed below. All of our other unsecured debt ranks equally to our Senior Notes.
The following table presents the principal maturities of our debt and capital lease obligations as of December 31, 2014 (in millions):
A/R Facility
The A/R Facility provides for funding in an aggregate principal amount not to exceed $175.0 million and will terminate on November 4, 2016.
At December 31, 2014, we had $62.1 million of available borrowing capacity under the A/R Facility. Available borrowing capacity was calculated as: (i) the lesser of (a) the $175.0 million maximum amount of the facility and (b) a borrowing base of $146.5 million, calculated as a percentage of eligible trade accounts receivable; less (ii) undrawn letters of credit outstanding of $11.4 million; and (iii) outstanding borrowings of $73.0 million.
Prior to a capital contribution from VWR Corporation in the fourth quarter of 2014, we borrowed against substantially all of our availability under the A/R Facility on a long-term basis and met the criteria to classify those borrowings as noncurrent. Following the contribution, we partially repaid those borrowings, began using the newly created availability for short-term cash needs and reclassified those borrowings to current portion of debt and capital lease obligations at December 31, 2014.
The A/R Facility includes representations and covenants that we consider usual and customary for arrangements of this type and includes a consolidated interest expense test if our available liquidity is less than $125.0 million. In addition, borrowings under the A/R Facility are subject to termination upon the occurrence of certain events that we also consider usual and customary. As of December 31, 2014, we were in compliance with the covenants under the A/R Facility.
Senior Credit Facility
The Senior Credit Facility is with a syndicate of lenders and provides for borrowings consisting of (i) term loans denominated in euros and U.S. dollars; and (ii) a multi-currency revolving loan facility, providing for an equivalent in U.S. dollars of up to $241.3 million in multi-currency revolving loans (inclusive of swingline loans of up to $25.0 million and letters of credit of up to $70.0 million).
The multi-currency revolving loan facility will mature on April 3, 2016, and the term loans will mature on April 3, 2017. Subject to any mandatory or optional prepayments, the term loans are required to be repaid on a quarterly basis in an amount equal to 0.25% of the principal amount drawn, with the final payment due at maturity.
At December 31, 2014, we had $223.0 million of available borrowing capacity under our multi-currency revolving loan facility. Available borrowing capacity was calculated as the maximum borrowing capacity of $241.3 million, less undrawn letters of credit outstanding of $18.3 million.
During the three-year period ended December 31, 2014, we entered into amendments of the Senior Credit Facility primarily for the purpose of extending maturity dates and obtaining more favorable rates of interest. In connection with these amendments, we paid financing fees $1.1 million, $2.3 million and $5.7 million during the years ended December 31, 2014, 2013 and 2012, respectively. Those financing fees were deferred and are being recognized as interest expense over the remaining maturity of the debt, except for $0.7 million of third party fees and fees paid to lenders during the year ended December 31, 2012, which was recognized as other income (expense), net. Additionally, for the year ended December 31, 2013, we recognized a loss on extinguishment of debt of $2.0 million representing the write-off of certain unamortized deferred financing costs.
Interest and Fees
At our election, the interest rate on the U.S. dollar-denominated term loans is based on either (i) the then applicable British Bankers Association London Interbank Offered Rate (“LIBOR”) plus 3.25% per annum, or (ii) an alternate base rate plus 2.25% per annum, where the alternate base rate is equal to the greater of (a) the U.S. Prime lending rate or (b) the Federal Funds effective rate plus 0.5% per annum.
The interest rate on the euro-denominated term loans is based on the then applicable interest rate determined by the Banking Federation of the European Union (“EURIBOR”) plus 3.50% per annum.
The interest rate on swingline loans, which may only be denominated in U.S. dollars, is based on the alternate base rate plus a margin of 1.25% to 2.75% per annum (currently 2.00% per annum), depending upon our leverage, as defined.
The interest rate on borrowings under our multi-currency revolving credit agreement is based on either (i) LIBOR plus a margin of 2.25% to 3.75% per annum (currently 3.00% per annum), depending on our leverage; or at our election, for loans denominated in U.S. dollars or Canadian dollars (ii) an alternate base rate plus a margin of 1.25% to 2.75% per annum (currently 2.00% per annum), depending on our leverage, where the alternate base rate for U.S. dollar borrowings is as previously described and for Canadian dollar borrowings is the Canadian prime rate of borrowing.
We also pay fees related to the Senior Credit Facility. The largest of these fees is a commitment fee on the unused portion of the multi-currency revolving loan facility of 0.25% to 0.38% per annum (currently 0.25% per annum), depending on our leverage. None of the fees were material to interest expense.
Security Provisions
The obligations under the Senior Credit Facility are guaranteed by VWR Corporation, VWR Funding and each of VWR Funding’s wholly owned U.S. subsidiaries other than its U.S. foreign subsidiary holding companies (collectively, the “Subsidiary Guarantors”). In addition, the Senior Credit Facility and the guarantees thereunder are secured by (i) security interests in and pledges of or liens on substantially all of the tangible and intangible assets of VWR Corporation, VWR Funding and the Subsidiary Guarantors and (ii) pledges of 100% of the capital stock of each of the Subsidiary Guarantors and 65% of the capital stock of each of its U.S. foreign subsidiary holding companies.
The Senior Credit Facility contains a number of customary affirmative and negative covenants. As of December 31, 2014, we were in compliance with the covenants under the Senior Credit Facility.
The Senior Credit Facility imposes restrictions on our ability to make payments to VWR Corporation, including for the purpose of paying dividends on capital stock. Under those restrictions, lifetime payments to VWR Corporation cannot exceed the sum of (i) $25.0 million and (ii) an additional amount equal to $75.0 million plus our cumulative excess cash flow and any amounts it has received from sales of equity or capital contributions that are not used for other restricted payments, provided that there is no default under the Senior Credit Facility and that we meet certain leverage ratios after giving effect to any such restricted payment.
Additional Borrowings
Subject to our continued compliance with our covenants, we may request additional tranches of term loans or increases in the amount of commitments under the Senior Credit Facility. The actual extension of any such incremental term loans or increases in commitments would be subject to us and our lenders reaching agreement on applicable terms and conditions, which may depend on market conditions at the time of any request. We may add incremental term loan facilities and revolving loan commitments in an aggregate amount not to exceed the lesser of (i) $300.0 million or (ii) the maximum amount at such time that could be incurred without causing VWR Funding to exceed a certain leverage ratio, in each case subject to certain other restrictions.
Senior Notes
On September 4, 2012, we financed the purchase and redemption of previously issued senior notes with the issuance of $750.0 million aggregate principal amount of Senior Notes at a more favorable rate of interest. During the year ended December 31, 2012, we (i) paid financing fees $12.1 million in connection with the issuance of the Senior Notes, which were deferred and are being recognized as interest expense over the remaining maturity of the debt; and (ii) recognized a loss on extinguishment of debt of $25.5 million, comprised of $18.7 million in tender and redemption premiums paid, $6.6 million for the write-off of unamortized deferred financing costs and $0.2 million of third party fees and fees paid to lenders.
The Senior Notes will mature on September 15, 2017. Interest on the Senior Notes is payable on March 15 and September 15 of each year at a stated rate of 7.25% per annum.
Redemption
At any time, we may redeem all or a part of the Senior Notes at a price of 105.438%. Beginning on September 15, 2015, the redemption price is reduced to 102.719%, and beginning on September 15, 2016 the redemption price is reduced further to 100%. In all cases, we would also be required to pay accrued and unpaid interest to the date of redemption. If we experience specific kinds of changes in control, we would be required to offer to repurchase the Senior Notes at 101% of the principal amount, plus any accrued and unpaid interest to the repurchase date.
Security Provisions
The obligations under the Senior Notes are guaranteed, jointly and severally and fully and unconditionally, on a senior basis by each of the Subsidiary Guarantors. The Subsidiary Guarantors’ obligations under the guarantees of the Senior Notes are not secured by any of the assets of VWR Corporation, VWR Funding or the Subsidiary Guarantors.
The indenture governing the Senior Notes contains a number of customary affirmative and negative covenants. As of December 31, 2014, we were in compliance with the covenants under the indenture.
The indenture governing the Senior Notes restricts VWR Funding’s ability to make payments to VWR Corporation, including for the purpose of paying dividends on capital stock. Under those restrictions, lifetime payments to VWR Corporation cannot exceed the sum of (i) $25.0 million and (ii) an additional amount equal to 50% of VWR Funding’s consolidated net income since October 1, 2012 and any amounts it has received from sales of equity or capital contributions since the issue date of such Senior Notes that are not used for other restricted payments, provided that there is no default under the indenture and that VWR Funding meets a fixed charge coverage ratio after giving effect to any such restricted payment.
Subordinated Notes
In the fourth quarter of 2014, we used the proceeds from a capital contribution by VWR Corporation (see Note 12) to redeem the entire aggregate principal amount of the Subordinated Notes at a redemption price of 100% plus accrued and unpaid interest through the redemption date. In connection with the redemption, we recognized a loss on extinguishment of debt of $5.1 million representing the write-off of unamortized deferred financing costs related to the Subordinated Notes.
Prior to their redemption, the portions of Subordinated Notes were denominated in both U.S. dollars and euros. Interest on the Subordinated Notes was payable at a rate of 10.75% per annum.
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Financial Instruments and Fair Value Measurements
Our financial instruments include cash and cash equivalents, compensating cash balance, trade accounts receivable, accounts payable, debt and capital lease obligations and amounts due to affiliates. Our financial instruments are held or issued by a number of institutions, which reduces the risk of material non-performance, except for amounts due to VWR Corporation under the ITRA (see Note 20).
Assets and Liabilities for which Fair Value is Only Disclosed
The carrying amounts of cash and cash equivalents and compensating cash balance are stated at their fair value (Level 1 measurements). The carrying amounts for trade accounts receivable and accounts payable approximate fair value due to their short-term nature (Level 2 measurements).
The following table presents the carrying amounts and estimated fair values of other financial instruments (in millions):
The fair values of our debt instruments are based on estimates using quoted market prices and standard pricing models that take into account the present value of future cash flows as of the respective balance sheet date. We believe that these qualify as Level 2 measurements, except for our publicly-traded Senior Notes, which we believe qualify as a Level 1 measurement. The carrying amounts of the remainder of our debt and capital lease obligations approximate fair value due to their primarily short-term nature (Level 2 measurements). The amount due to VWR Corporation under the ITRA was estimated using a combination of observable and unobservable inputs using an income-based approach (Level 3 measurement).
Recurring Fair Value Measurements with Significant Unobservable Inputs
The following table presents changes in recurring fair value measurements with significant unobservable inputs (Level 3):
Contingent Consideration
Certain of the Acquisitions entitle the sellers to contingent consideration if earnings targets are met during a period of time following the acquisition. The fair value of contingent consideration was estimated using the average of probability-weighted potential earn-out payments specified in the purchase agreements, ranging from approximately $3 million to $19 million at December 31, 2014. The significant assumptions used in these calculations included forecasted results and the estimated likelihood for each performance scenario.
Non-Recurring Fair Value Measurements
During the years ended December 31, 2014 and 2013, we measured the following items on our balance sheets at fair value following their initial recognition:
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on June 30, 2014, we measured goodwill related to a business to be disposed; and
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on September 30, 2013, we measured an amortizable intangible asset related to our Asia-Pacific operations.
Business to be Disposed
In July 2014, we received allegations and identified inappropriate business practices at a recently-acquired business (see Note 5), which caused us to perform interim impairment testing of its long-lived assets, consisting only of goodwill. The interim impairment testing resulted in our recognition of an impairment charge of $11.3 million during the three months ended June 30, 2014.
We determined that the fair value of the goodwill was zero using a combination of observable and unobservable inputs (Level 3 measurement). We first estimated the fair value of the entire business using an income approach (Level 3 measurement) and concluded that its fair value was equal to the fair value of its net tangible assets, which we estimated using their carrying value (Level 2 measurement). The valuation required us to make various assumptions, including, but not limited to, assumptions related to changes in profitability and future cash flows associated with recently discovered inappropriate business practices and expected customer attrition. Our estimates were principally based upon our knowledge and experience, and overall economic factors, including the regulatory environment, and we believe the estimates and assumptions used were reasonable.
Amortizable Intangible Asset
In September 2013, we initiated a global restructuring program (see Note 14), which caused us to perform interim impairment testing of an amortizable intangible asset related to our Asia-Pacific operations, which were affected by the program. The interim impairment testing resulted in our recognition of a restructuring charge of $2.8 million during the three months ended September 30, 2013.
We determined that the fair value of the amortizable intangible asset was zero using an income approach (Level 3 measurement). The valuation required us to make various assumptions, including, but not limited to, assumptions related to changes in profitability and future cash flows associated with the intangible asset. Our estimates were principally based upon our knowledge and experience and overall economic factors, including the regulatory environment, and we believe the estimates and assumptions used were reasonable.
Derivative Instruments and Hedging Activities
At December 31, 2014 and 2013, our derivative instruments consisted entirely of foreign currency forward contracts. Prior to December 31, 2012, we were also party to interest rate swap arrangements.
Foreign Currency Forward Contracts
Certain of our subsidiaries have entered into foreign currency forward contracts to reduce the impact of changes in foreign currency exchange rates on certain short-term business transactions. These contracts were designated as cash flow hedges, so the gains and losses from those contracts are deferred as accumulated other comprehensive income or loss until the settlement of the related business transaction, at which time the accumulated gain or loss from the contracts is reclassified into earnings to offset the foreign currency impact of the business transaction. Although certain of our subsidiaries use these contracts to manage local foreign currency risk, foreign currency forward contracts have not been material to our consolidated financial statements. At December 31, 2014, the notional value of foreign currency forward contracts was $135.2 million. The fair value of foreign currency forward contracts, which was estimated based on period-end spot rates (a Level 2 measurement), was immaterial.
In 2007, in anticipation of issuing euro-denominated terms loans, we entered into a series of foreign currency forward contracts. The contracts were designated as cash flow hedges, so gains and losses from those contracts were deferred as accumulated other comprehensive income or loss. The foreign currency forward contracts were settled upon issuance of the euro-denominated terms loans later in 2007. The accumulated loss on the foreign currency forward contracts is being reclassified to interest expense ratably through maturity of the euro-denominated term loans in April 2017. Neither the accumulated loss nor the reclassification of the loss into earnings were material to our consolidated financial statements.
Interest Rate Swap Arrangements
Prior to their maturity in December 31, 2012, we entered into interest rate swap arrangements to reduce the impact of changes in variable interest rates on our term loans to interest expense. Originally, the swaps were designated as cash flow hedges, so gains and losses from those contracts were deferred as accumulated other comprehensive income or loss. In 2008, the swaps were amended and hedge accounting was discontinued because the swaps no longer met the hedge accounting criteria following the amendment. The accumulated loss on the swaps of $14.0 million was reclassified to interest expense ratably through maturity of the amended swaps on December 31, 2012. Additional changes to the fair value of the swaps following the discontinuation of hedge accounting through December 31, 2012 were recognized in earnings as a component of interest expense.
The following table presents the reclassification of accumulated other comprehensive income (loss) into earnings for derivative instruments designated as hedging instruments (in millions):
The following table presents the classifications and the amount of net gain (loss) recognized in earnings for derivative instruments not designated as hedging instruments (in millions):
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Commitments and Contingencies
Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we source from various manufacturers or produce ourselves, as well as from the services we provide. Our exposure to such claims may increase as we seek to increase the geographic scope of our sourcing activities and sales of private label products and to the extent that we expand our manufacturing operations. We maintain insurance policies, including product liability insurance, and in many cases the manufacturers of the products we distribute have indemnified us against such claims. We cannot assure you that our insurance coverage or indemnification agreements with manufacturers will be available in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our manufacturers and our manufacturers’ insurers, as well as legal enforcement under the local laws governing the arrangements. In particular, as we seek to expand our sourcing from manufacturers in the Asia-Pacific region and other developing locations, we expect that we will increase our exposure to potential defaults under the related indemnification arrangements. Insurance coverage in general or coverage for certain types of liabilities, such as product liability or patent infringement in these developing markets may not be readily available for purchase or cost-effective for us to purchase. Furthermore, insurance for liability relating to asbestos, lead and silica exposure is not available, and we do not maintain insurance for product recalls. Accordingly, we could be subject to uninsured and unindemnified future liabilities, and an unfavorable result in a case for which adequate insurance or indemnification is not available could result in a material adverse effect on our business, financial condition and results of operations.
We are also involved in various disputes, litigation and regulatory matters incidental to our business, including employment matters, commercial disputes, government contract compliance matters, disputes regarding environmental clean-up costs, and other matters arising out of the normal conduct of our business. We intend to vigorously defend ourselves in such matters. From time to time, we are named as a defendant in cases as a result of our distribution of laboratory supplies, including litigation resulting from the alleged prior distribution of products containing asbestos by certain of our predecessors or acquired companies. While the impact of this litigation has historically been immaterial, and we believe the range of reasonably possible loss from current matters continues to be immaterial, there can be no assurance that the impact of the pending and any future claims will not be material to our business, financial condition or results of operations in the future.
Employment Agreements
The employment agreements with our executive officers include non-compete, non-solicit and non-hire covenants as well as severance provisions. In general, if the executive officer is terminated without “Cause” or resigns for “Good Reason” (as such terms are defined in the respective employment agreements) the executive officer is entitled to one and a half times (two times in the case of our President and Chief Executive Officer) the sum of base salary plus the target bonus for the year in which such termination or resignation occurs and continued health benefits for the 12-month period (18-month period in the case of our President and Chief Executive Officer) following termination or resignation. Salary and bonus payments are payable in equal installments over the 12-month period following such termination or resignation. The aggregate potential payments under these employment agreements for terminations without Cause and resignations for Good Reason, including estimated costs associated with continued health benefits, is approximately $10.5 million as of December 31, 2014.
Registration Rights Agreement
On October 7, 2014, VWR Corporation entered into a registration rights agreement with VWR Holdings that could require us to pay registration costs in future periods. See Note 12.
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Redeemable Equity
Redeemable equity consists of redeemable equity units of our parent.
In 2007, our parent company, VWR Holdings, established the 2007 Securities Purchase Plan (the “VWR Holdings Plan”), pursuant to which members of management and other employees (“Management Investors”) were able to purchase a “strip” of equity instruments, which was intended to provide Management Investors a mix of ownership interests similar to that held by the Sponsors and the other co-investors. The strip consisted of Class A Preferred Units (“Preferred Units”), Class A Common Units (“Common Units”) and Founders Units (collectively, the “Units”) of VWR Holdings, each issued in predefined ratios based on the amount invested by a Management Investor. The following summarizes important information about the Units:
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Units held by Management Investors are subject to certain repurchase and put options that are triggered if a Management Investor is terminated from employment. Because the put option is outside of our control, we remeasure the redemption value of Units held by Management Investors each period-end and reclassify the necessary amount from stockholder equity to redeemable equity to state the units at their redemption value.
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Issuances of Units are accounted for as ordinary capital contributions by VWR Holdings. Subsequently, VWR Holdings contributes an equal amount of capital to VWR Corporation, and VWR Corporation contributes an equal amount of capital to us.
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Repurchases of Units are accounted for as described below.
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Founders Units are Common Units held by Management Investors that vest over a period of four years based upon continuing service, subject to accelerated vesting upon the occurrence of certain events. Because the Founders Units were made available to our management as an incentive to provide services to us, we account for them as stock-based compensation. See Note 13.
Repurchases of Units from Management Investors
Upon termination of a Management Investor, up to two redemption options may be triggered. First, VWR Holdings receives an option to repurchase the Management Investor’s equity units. If VWR Holdings does not exercise the option, the Management Investor receives an option to put the equity units to VWR Holdings, which has never occurred. Under either scenario, the redemption value is equal to a contractually-defined value, except that the following units are valued at the lower of the contractually-defined value or original cost: (i) Common Units and vested Founders Units following a termination for “cause;” and (ii) all unvested Founders Units.
The contractually-defined value of Preferred Units is equal to the unreturned capital plus a cumulative dividend that accrues and compounds quarterly at an annual rate of 8%. The contractually-defined value of Common Units and Founders Units is based on the enterprise value of VWR Holdings less the contractually-defined value of the Preferred Units.
Repurchases or puts are settled as follows:
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Prior to VWR Corporation’s recapitalization on July 31, 2014, VWR Holdings settled repurchases by providing an equally-valued number of shares of VWR Corporation redeemable convertible preferred stock that it held. Concurrently, VWR Corporation repurchased its redeemable convertible preferred stock from the Management Investor for cash by requiring us to distribute an equal amount of capital to VWR Corporation.
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Following the recapitalization, we expect that VWR Holdings will settle repurchases or puts directly with cash on hand resulting from our payment of the Holdings Dividend (see Note 12).
Because they have no operations of their own, VWR Holdings and VWR Corporation have depended on us to provide funding for repurchases or puts. Additional distributions may be required from us to fund future repurchases or puts.
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Stockholder Equity
Stockholder equity consists of our common stock. Our debt agreements impose restrictions on our ability to make payments to VWR Corporation, including for the purpose of paying dividends on capital stock. See Note 8.
Initial Public Offering
On October 7, 2014, VWR Corporation completed its IPO. On November 5, 2014, the underwriters of the IPO completed an additional purchase (the “Additional Sale”) under an option granted to them in connection with the IPO. The IPO and the Additional Sale resulted in proceeds of $577.8 million, net of underwriting discounts and stock issuance costs.
In connection with the IPO and the Additional Sale, we and VWR Corporation entered into a number of transactions (collectively, the “Transactions”) that had a significant impact to our financial position and results of operations:
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On October 1, 2014, we paid a $25.0 million dividend to VWR Corporation, which in turn paid a dividend of the same amount to VWR Holdings (the “Holdings Dividend”).
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On October 7, 2014: (i) we terminated a management services agreement with affiliates of the Sponsors (see Note 20); (ii) VWR Corporation executed an income tax receivable agreement with VWR Holdings, which is funded by us (see Note 20); (iii) VWR Corporation awarded options to purchase shares of its common stock to certain of our employees and directors under a new stock-based compensation plan (see Note 13); and (iv) VWR Corporation adopted the VWR Corporation Employee Stock Purchase Plan (see Note 13).
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On October 7, 2014 and November 5, 2014, VWR Corporation received the net proceeds from the sale of its common shares in the IPO and the Additional Sale. Subsequently, VWR Corporation contributed those proceeds to us, net of stock issuance costs. We used those proceeds to redeem all of the Subordinated Notes and a portion of the borrowings under our credit facilities.
Our consolidated balance sheet at December 31, 2014 reflects all of the Transactions. We have provided an unaudited consolidated pro forma statement of operations to present the full-year effect of the Transactions on our results of operations. See Note 24.
Registration Rights Agreement
On October 7, 2014, VWR Corporation entered into a registration rights agreement with VWR Holdings. Under the registration rights agreement, VWR Holdings is entitled to request that VWR Corporation register (i) any shares of its common stock that VWR Holdings held at October 7, 2014 and (ii) any shares held by Madison Dearborn Partners. Should VWR Corporation register such common stock, we would be required to fund the costs related to the registration as well as VWR Holdings’ expenses in connection with its exercise of these rights.
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Share-Based Compensation
The following table presents share-based compensation expense, a component of SG&A expenses, by award type and plan (in millions):
At December 31, 2014, remaining share-based compensation expense of $19.9 million related to unvested awards will be recognized over a weighted average period of 4.7 years.
VWR Corporation 2014 Equity Incentive Plan
In connection with the IPO, the Board of Directors of VWR Corporation adopted the VWR Corporation 2014 Equity Incentive Plan (the “2014 Plan”) on September 9, 2014. The 2014 Plan authorized up to 11.5 million shares of VWR Corporation common stock to be issued in the form of stock options, stock appreciation rights, restricted stock or other stock-based awards. At December 31, 2014, 8.0 million shares of VWR Corporation common stock were available for future issuance. No award shall be granted pursuant to the 2014 Plan on or after September 9, 2024.
VWR Corporation Stock Options
The following table presents activity and other information about stock options under the 2014 Plan (in millions, except per share amounts):
Stock options outstanding and expected to vest at December 31, 2014 had aggregate intrinsic values of $16.9 million and $14.9 million, respectively, and a weighted average remaining contractual term of 6.8 years. No stock options were vested or exercisable at December 31, 2014.
During the year ended December 31, 2014, 3.5 million stock options were granted under the 2014 Plan to employees and directors. The stock options were estimated to have a weighted average grant date fair value of $6.67 per option. The substantial majority of the stock options were granted to employees on October 1, 2014 and have forty percent vesting on the second anniversary of the date of grant and five percent vesting quarterly thereafter through the fifth anniversary of the date of grant. All of the stock options have a seven-year term. Unvested stock options are forfeited in the event of termination of the recipient and fully vest upon a change in control, provided that the recipient has not been terminated prior to such change in control.
The following table presents the assumptions used to estimate the fair value of awards granted on a weighted average basis:
VWR Corporation Employee Stock Purchase Plan
In connection with the IPO, VWR Corporation adopted the VWR Corporation Employee Stock Purchase Plan (the “VWR ESPP”). The VWR ESPP became effective October 7, 2014, but the first offering period will not commence until specifically authorized by an administering committee. The VWR ESPP is generally designed to encourage employees to become stockholders and to increase their ownership of VWR Corporation’s common stock. The number of shares of VWR Corporation common stock reserved for issuance under the VWR ESPP is 2.0 million shares. Benefits provided to employees under the VWR ESPP will be accounted for by us as stock-based compensation. We have not yet recognized any expense related to the VWR ESPP.
Share-based Compensation Related to VWR Holdings
As previously discussed, the VWR Holdings Plan was created pursuant to which Founders Units were made available to Management Investors (see Note 11). Founders Units are accounted for by us as stock-based compensation. During all periods presented, share-based compensation related to VWR Holdings was not material to our consolidated financial statements.
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Restructuring Activities
In September 2013, we initiated a global restructuring program designed to enhance our interaction with customers and suppliers, improve the efficiency of our operations and reduce operating expenses (collectively, the “Program”). The Program involved transitioning the management of our European organization from a national to regional basis, refining customer segmentation and focus within Europe and the United States and consolidating our leadership structure and operations in the Asia Pacific region. As part of the Program, we also exited a variety of relatively small distribution and other facilities in North America, Europe and Asia. We expect the Program will enable us to better serve customers and to improve operational efficiency, competitiveness and business profitability. The Program was substantially initiated by December 31, 2013. Substantially all actions under the Program were completed at December 31, 2014.
During 2013, the Company recognized restructuring charges under the Program of $32.5 million, of which $7.6 million related to the Americas segment and $24.9 million related to the EMEA-APAC segment. These charges primarily related to severance and other employment-related costs and were primarily included in SG&A expenses in our statements of operations. We expect that no additional charges will be incurred under the Program.
The following table presents changes to accrued restructuring charges under the Program (in millions):
During the year ended December 31, 2013, in addition to the $28.5 million in restructuring charges noted above, we also recognized $4.0 million of charges related to the Program in our Asia Pacific operations, including $2.8 million related to an impairment of an amortizable intangible asset and increased provisions for inventories of $0.8 million and trade accounts receivable of $0.4 million. All restructuring charges were classified as SG&A expenses except for the increased provisions for inventories, which was classified as cost of goods sold.
From time to time, we have undertaken cost reduction initiatives in our existing businesses as well as in our acquired businesses, typically consisting of severance and facility closure costs. Expenses associated with such actions were $16.9 million during the year ended December 31, 2012 and were classified as SG&A expenses.
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Benefit Plans
We sponsor a number of defined benefit plans for our employees worldwide. We present our defined benefit plans in two groups due to their different geographies, characteristics and actuarial assumptions: (i) the defined benefit plan in the United States (the “U.S. Retirement Plan”); and (ii) the defined benefit plans in Germany, France and the United Kingdom in the aggregate (the “German, French and UK Plans”).
We also sponsor a defined contribution plan for our employees in the United States and provide an employer match. The expense related to the employer match was $10.7 million, $7.4 million and $7.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. We also sponsor certain other defined benefit plans applicable to both our U.S. and non-U.S. employees, which were not material individually or in the aggregate.
U.S. Retirement Plan
The U.S. Retirement Plan is a funded and tax-qualified defined benefit retirement plan that covers substantially all of our full-time U.S. employees who completed one full year of service as of May 31, 2005. As of December 31, 2014, the U.S. Retirement Plan covered approximately 3,560 participants. Benefits under the U.S. Retirement Plan were frozen on May 31, 2005. We generally fund the minimum amount required by applicable laws and regulations. We use a December 31 measurement date for the U.S. Retirement Plan.
The following table presents the change in benefit obligation, the change in fair value of plan assets and the funded status for the U.S. Retirement Plan (in millions):
The following table presents the amounts recognized in the consolidated balance sheets for the U.S. Retirement Plan (in millions):
The amount in accumulated other comprehensive income that has not been recognized as net periodic pension income as of December 31, 2014 relates to an actuarial gain, none of which will be recognized during the year ended December 31, 2015.
The accumulated benefit obligation of the U.S. Retirement Plan was $189.1 million and $201.1 million as of December 31, 2014 and 2013, respectively.
The following table presents the components of net periodic pension income for the U.S. Retirement Plan (in millions):
In April 2014, certain eligible participants under the U.S. Retirement Plan were offered an opportunity to receive their entire vested accrued benefit in a lump sum or annuity. On June 1, 2014, this offer expired, and during June 2014, $35.8 million of plan assets were distributed to participants in satisfaction of 16.8% of the U.S. Retirement Plan’s projected benefit obligation. In connection with these settlements during the second quarter of 2014, the Company: (i) remeasured the U.S. Retirement Plan’s funded status, resulting in a $6.1 million pre-tax increase to other assets and accumulated other comprehensive income; and (ii) reclassified a $6.9 million pre-tax gain to earnings from accumulated other comprehensive income. The discount rate used to remeasure the benefit obligation was based on a published bond yield curve and was 4.34% as of the settlement date.
The net actuarial (loss) gain for the U.S. Retirement Plan recorded in other comprehensive income or loss was $(5.0) million, $7.4 million and $9.9 million for the years ended December 31, 2014, 2013 and 2012, respectively.
The following table presents the assumptions used to determine net periodic pension income and the projected benefit obligation:
We select our discount rate by reference to a published bond yield curve.
The following table presents future benefits expected to be paid under the U.S. Retirement Plan over the next five years and the five years thereafter as of December 31, 2014 (in millions):
As of December 31, 2014, the investment strategy of the U.S. Retirement Plan is to match the investment asset duration with the pension liability duration. This strategy, utilizing a diversified fixed income fund, attempts to hedge the discounted rate used to present value future pension obligations. The fixed income fund invests in long duration investment grade corporate bonds primarily across industrial, financial and utilities sectors and is managed by a single institution. Surplus assets, the fair market value of assets in excess of benefit obligations, are invested in equity funds. We estimate the future return on plan assets after considering prior performance, but primarily based upon the mix of assets and expectations for the long-term returns on those asset classes. Based on the target asset allocation for each asset class, the overall expected rate of return was adjusted for the historical experience and future expectations of returns as a result of active portfolio management as compared to the benchmark returns.
The following table presents information about the fair value of assets held by the U.S. Retirement Plan by asset class (in millions):
The Company does not expect to make contributions to the U.S. Retirement Plan in 2015.
German, French and UK Plans
Our German subsidiaries have unfunded defined benefit pension plans for certain employees and retirees, such plans being closed to new participants. Our French subsidiary has a defined benefit pension plan for a certain group of employees that is closed to new participants. Our UK subsidiary has two defined benefit plans which are closed to new participants and frozen with respect to future accrual of benefits. We use a December 31 measurement date for the German, French and UK Plans.
The following table presents the change in benefit obligation, change in plan assets, and reconciliation of funded status for the German, French and UK Plans (in millions):
The following table presents the amounts recognized in the consolidated balance sheets for the German, French and UK Plans (in millions):
The amount in accumulated other comprehensive income or loss that has not been recognized as net periodic pension cost as of December 31, 2014, relates to a net actuarial loss, of which we expect $4.0 million will be recognized as an actuarial loss during the year ended December 31, 2015. The accumulated benefit obligation of the German, French and UK Plans was $171.1 million and $155.4 million as of December 31, 2014 and 2013, respectively.
The following table presents the components of net periodic pension cost for the German, French and UK Plans (in millions):
The net actuarial (loss) gain for the German, French and UK Plans recorded in other comprehensive income or loss was $(26.3) million, $1.9 million and $(16.5) million for the years ended December 31, 2014, 2013 and 2012, respectively.
The following table presents the weighted average assumptions used to determine net periodic pension cost and the projected benefit obligation for the German, French and UK Plans:
The following table presents future benefits expected to be paid under the German, French and UK Plans over the next five years and the five years thereafter as of December 31, 2014 (in millions):
The French and UK Plans primarily invest in insurance contracts. The combined weighted target allocations for the underlying investments of such insurance contracts are approximately 70% equity index funds and 30% debt securities, equally divided between corporate bonds and government securities. The expected long-term rate of return on plan assets used in determining pension expense for non-U.S. plans is determined in a similar manner to the U.S. Retirement Plan.
The following table presents information about the fair value of assets held by the French and UK plans by asset class (in millions):
We expect to make contributions of $0.7 million to the French and UK plans during 2015.
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Leases
The Company leases office and warehouse space, vehicles and computer and office equipment under operating leases. Operating lease expense was $35.5 million, $35.6 million and $37.9 million for the years ended December 31, 2014, 2013 and 2012, respectively.
The following table presents future minimum lease payments under capital leases and non-cancelable operating leases having initial lease terms of more than one year (in millions):
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Other Income (Expense), net
The following table presents the components of other income (expense), net (in millions):
Other income (expense), net, consists primarily of foreign currency remeasurement gains and losses. We have a significant amount of foreign-denominated debt on our U.S. dollar-denominated balance sheet. The translation of foreign-denominated debt obligations on our U.S. dollar-denominated balance sheet is reported in other income (expense), net, as foreign currency exchange gains or losses each period. Such gains or losses are unrealized until repayment of the debt and relate to the weakening or strengthening, respectively, of the euro against the U.S. dollar. As a result, our operating results are exposed to fluctuations in foreign currency exchange rates, principally with respect to the euro.
Recently, spot rates for the euro, the British pound sterling and the Canadian dollar have weakened compared to the U.S. dollar. For additional information, see Note 21.
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Income Taxes
Income Tax Provision
The following table presents the components of income before income taxes (in millions):
The following table presents the components of income tax provision (in millions):
During the years ended December 31, 2014 and 2013, we recorded net deferred tax liabilities through goodwill of $3.1 million and $0.7 million, respectively, and net deferred tax assets (liabilities) through stockholder equity of $10.7 million and $(3.9) million, respectively. The deferred tax liabilities recorded through goodwill primarily relate to acquired intangible assets. The net deferred taxes recorded through stockholder equity primarily relate to our defined benefit plans.
The following table presents the reconciliation of the income tax provision calculated at the statutory federal income tax rate of 35% to the income tax provision presented in the statements of operations (in millions):
Other, net for the years ended 2014, 2013 and 2012 includes a (provision) benefit related to changes in uncertain tax positions of $(1.8) million, $0.8 million and $(3.1) million, respectively.
Our tax benefits or provisions can change significantly due to the volatility of our net exchange gains or losses in our operating results.
The change in valuation allowance above for the years ended December 31, 2014, 2013 and 2012 excludes other net valuation allowances recognized with respect to intercompany transactions, foreign taxes and state net operating losses aggregating $3.1 million, $7.4 million and $10.5 million, respectively. See Note 26.
Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are comprised of the following (in millions):
Deferred income taxes have been classified in the accompanying consolidated balance sheets as follows (in millions):
The Company evaluates the realization of deferred tax assets taking into consideration such factors as the reversal of existing taxable temporary differences, expected profitability by tax jurisdiction and available carryforward periods. The extent and timing of the reversal of existing taxable temporary differences will influence the extent of tax benefits recognized in a particular year. As of December 31, 2014, the Company had valuation allowances of $110.0 million associated with certain intercompany transactions, foreign net operating loss carryforwards, foreign tax credit carryforwards, short-lived state net operating losses and other deferred tax assets that are not expected to be realized. Should applicable losses, credits and deductions ultimately be realized, the resulting reduction in the valuation allowance will generally be recognized as a component of our income tax provision or benefit.
Uncertain Tax Positions
We conduct business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities mainly throughout North America and Europe, including jurisdictions in which we have significant operations such as Germany, France, the UK, Belgium, Sweden, Canada, Switzerland and the U.S. We have concluded all U.S. federal income tax matters for years through 2005. Substantially all income tax matters in the major foreign jurisdictions that we operate have been concluded for years through 2009. Substantially all U.S. state and local income tax matters have been finalized through 2005.
As of December 31, 2014 and 2013, the Company had $62.4 million and $58.5 million, respectively, of unrecognized tax benefits, including $0.7 million and $0.6 million, respectively, of accrued interest and penalties related to unrecognized tax benefits. If the Company were to prevail on all uncertain tax positions, the net effect would generally be a benefit to the Company’s income tax provision. We expect a reduction in the liability for unrecognized tax benefits of up to $0.7 million over the next twelve months as a result of settlements and the expiration of statues of limitations.
The following table reflects changes in the reserve associated with uncertain tax positions, exclusive of interest and penalties (in millions):
During the years ended December 31, 2014, 2013 and 2012, our reserve for unrecognized tax benefits increased primarily as a result of tax positions we took across various jurisdictions. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing of settlement discussions with tax authorities.
Other Matters
Neither income taxes nor foreign withholding taxes have been provided on $738.2 million of cumulative undistributed earnings of foreign subsidiaries as of December 31, 2014. These earnings are considered permanently invested in the business. We make an evaluation at the end of each reporting period as to whether or not some or all of the undistributed earnings are permanently reinvested. Future changes in facts and circumstances could require us to recognize income tax liabilities on the assumption that our foreign undistributed earnings will be distributed to the United States in a manner that attracts a net tax cost. At this time, a determination of the amount of unrecognized deferred tax liabilities is not practicable because of the complexities associated with its hypothetical calculation.
As of December 31, 2014, the Company has federal net operating loss carryforwards of $486.2 million that begin to expire in 2025 and state net operating loss carryforwards of $457.8 million, with a corresponding state tax benefit of $17.0 million, that expire at various times through 2034. In addition, the Company has foreign net operating loss carryforwards of $317.4 million, which predominantly have indefinite expirations. Further, as of December 31, 2014, there are U.S. foreign tax credit carryforwards of $2.9 million that will expire at various times through 2016.
VWR Corporation has entered into an agreement that provides for the payment to VWR Holdings of the majority of cash savings, if any, in U.S. federal, state and local income tax as a result of the utilization of net operating losses generated in periods prior to the IPO. See Note 20.
The Company files a consolidated federal and certain state combined income tax returns with its domestic subsidiaries and VWR Corporation.
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Comprehensive Income or Loss
The following table presents changes in the components of accumulated other comprehensive income or loss, net of tax (in millions):
The following table presents details about the reclassification of net (gain) loss from accumulated other comprehensive income or loss into components of earnings (in millions):
The following table presents the income tax effects of the components of comprehensive income or loss (in millions):
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Related Party Transactions
Management Services Agreement
Prior to the completion of the IPO, we were party to a management services agreement with affiliates of the Sponsors (the “Management Services Agreement”). Pursuant to the Management Services Agreement, the Sponsors provided us with management, consulting, financial, board-level and other advisory services for an annual fee of $2.0 million. Our Sponsors agreed to terminate this agreement on October 7, 2014 in connection with the IPO. As a result of the termination, we expect to pay additional fees to our Board of Directors of $0.3 million annually.
Due to VWR Corporation - ITRA
On October 7, 2014, VWR Corporation entered into the ITRA with VWR Holdings. The ITRA provides for the payment of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax realized as a result of the utilizing net operating losses that were generated in periods prior to the IPO. As noted previously, our Sponsors own a controlling interest in VWR Holdings. VWR Corporation is dependent upon us to provide funding for any payments due under the ITRA. At December 31, 2014, we reported a liability of $172.9 million due to VWR Corporation related to the ITRA.
The timing of payments under the ITRA correspond to the beginning of the year in which the net operating loss carryforwards will be claimed on VWR Corporation’s tax return. We expect to make our first payment to VWR Corporation of $9.8 million in March 2015, which is presented within other current liabilities on our consolidated balance sheet.
Registration Rights Agreement
On October 7, 2014, VWR Corporation entered into a registration rights agreement with VWR Holdings that could require us to pay registration costs in future periods. See Note 12.
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Risks and Uncertainties
Testing Goodwill and Other Intangible Assets for Impairment
On October 1 of each year, we perform annual impairment testing of our goodwill, the VWR tradename and our other indefinite-lived intangible assets. The impairment testing requires us to estimate the fair value of these assets, which requires significant judgment from management.
We experienced growth across our business in 2014 and experienced a number of favorable trends in our business, which generally caused us to increase the projected cash flows of our reporting units and generally resulted in increases to the fair value of our goodwill and our indefinite-lived intangible assets compared to prior periods. However, future changes in our estimates or judgments could reduce our fair value measurements, which could in turn result in an impairment charge. For example, our expected net sales, cash flow performance or market conditions could be adversely affected due to, among other things, negative macroeconomic or industry-specific factors. In 2011 and 2010, we recognized impairment charges of $3.3 million and $48.1 million, respectively, related primarily to factors specific to the science education industry, while in 2008, we recognized impairment charges of $392.1 million related primarily to macroeconomic factors. We could also experience adverse changes in market factors such as discount rates, valuation multiples derived from comparable publicly-traded companies, a decline in the trading price of our common stock or control premiums derived from market transactions.
At October 1, 2014, the estimated fair value of the VWR tradename, which comprises substantially all of our indefinite-lived intangible assets, exceeded its carrying value by $189.3 million, and the estimated fair values of goodwill attributable to our US Lab, Emerging Businesses and EMEA-APAC reporting units exceeded their carrying values by $453.8 million, $62.3 million and $1,176.7 million, respectively.
Significant Relationships
In 2014, our largest supplier, Merck KGaA and its affiliates (“Merck KGaA”), supplied products to us that accounted for approximately 9% of our consolidated net sales, approximately 4% of our net sales in the Americas and approximately 17% of our net sales in EMEA-APAC. In April 2014, we began operating under new, non-exclusive chemical distribution agreements with Merck KGaA that extend through December 2018. These new agreements cover a portion of our overall sales of products from Merck KGaA in Europe. The economics of these new agreements are less favorable to us than our previous agreements. Merck KGaA has the right to terminate these agreements if certain events occur.
Foreign Currency Translation
Recently, spot rates for the euro, the British pound sterling and the Canadian dollar have weakened compared to the U.S. dollar. For example, the average euro exchange rate for the first quarter of 2014 was $1.37 = €1.00, whereas the euro exchange rate at March 9, 2015 was $1.08 = €1.00, a 21.2% decline. The weakening of these foreign currency exchange rates could impact us in 2015 as follows:
•
It would have a negative impact on the reported results of our foreign-denominated operations proportional to the decline in the applicable foreign currency exchange rates. Of our total net sales for the year ended December 31, 2014, approximately one-half were foreign-denominated.
•
It would have a negative impact on the reported value of our foreign-denominated net assets proportional to the decline in the applicable foreign currency exchange rates. Of our total assets for the year ended December 31, 2014, approximately one-half were foreign-denominated. In order to partially offset our exposure to these recent changes, in January 2015 we borrowed €88.5 million under our euro-denominated credit facilities to repay $101.2 million of borrowings under our U.S. denominated credit facilities.
We are not able to predict the impact that changes in currency exchange rates will have on our operating results, but their impact could be significant. Because any such changes would not require cash settlement in the near-term, we have determined not to hedge these risks through derivative contracts.
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Segment Financial Information
We report financial results on the basis of two reportable segments organized by geographic region: the Americas and EMEA-APAC. Both the Americas and EMEA-APAC segments provide laboratory products, services and solutions to customers in the life science, general research and applied markets, including the pharmaceutical, biotechnology, agricultural, chemical, environmental, food and beverage, health care, microelectronic and petrochemical industries, as well as governmental agencies, universities and research institutes and environmental organizations.
We are comprised of three operating segments: (i) US Lab; (ii) Emerging Businesses; and (iii) EMEA-APAC. Our operating segments are differentiated by geographic dispersion, which corresponds to the manner in which our chief operating decision maker evaluates performance. We present two reportable segments because we have aggregated US Lab and Emerging Businesses into the Americas reportable segment due to their high degree of economic similarity.
Corporate costs are managed centrally and attributed to the Americas segment.
The following tables present reportable segment financial information (in millions):
Inter-segment activity has been eliminated; therefore, net sales for each reportable segment are all from external customers.
We determined that disclosing the amount of revenues from external customers for each group of similar products and services would be impracticable.
The following tables present net sales and long-lived assets by geographic area (in millions):
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Unaudited Quarterly Financial Information
The following tables present unaudited quarterly financial information (in millions):
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Unaudited Pro Forma Statement of Operations
The following unaudited pro forma consolidated statement of operations presents our estimates of the financial effects that the Transactions (see Note 12) would have had on our historical statement of operations for the year ended December 31, 2014, had the Transactions occurred on January 1, 2014.
The unaudited pro forma consolidated statement of operations should not be considered indicative of actual results that would have been achieved had the Transactions actually occurred on January 1, 2014, and does not purport to indicate the consolidated results of operations for any future period.
Unaudited Pro Forma Statement of Operations
(in millions)
(A)
Reflects: (i) additional share-based compensation expense of $3.3 million for stock options granted in connection with the IPO on October 1, 2014; and (ii) an expected $0.3 million increase in fees payable to the Board of Directors, net of (iii) the elimination of $1.5 million of fees under the Management Services Agreement, which was terminated in connection with the IPO.
(B)
Reflects the elimination of historical interest expense related to the Subordinated Notes, which were redeemed using net proceeds from the IPO and the Additional Sale.
(C)
Reflects the elimination of the historical net unrealized exchange gain relating to euro-denominated Subordinated Notes that were redeemed in connection with the IPO.
(D)
Reflects the elimination of unamortized deferred financing costs that were written off in connection with the redemption of the Subordinated Notes, as this charge will not have an ongoing impact on our financial results.
(E)
Represents the income tax effect resulting from the pro forma adjustments using the effective income tax rate 35.7%.
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Condensed Consolidating Financial Information
The following tables set forth the condensed consolidating financial statements of the Company. These financial statements are included as a result of the guarantee arrangements relating to our Senior Notes. The Senior Notes are jointly and severally guaranteed on an unsecured basis by each of the Subsidiary Guarantors. The guarantees are full and unconditional and each of the Subsidiary Guarantors is wholly owned, directly or indirectly, by the Company. These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the Company’s consolidated financial statements.
The following condensed consolidating financial statements present balance sheets, statements of operations, statements of comprehensive income or loss and statements of cash flows of (1) the Company on an unconsolidated basis (“VWR Funding”), (2) the Subsidiary Guarantors, (3) subsidiaries of VWR Funding that are not guarantors (the “Non-Guarantor Subsidiaries”), (4) elimination entries necessary to consolidate VWR Funding, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries and (5) the Company on a consolidated basis. The eliminating adjustments primarily reflect inter-company transactions, such as accounts receivable and payable, advances, royalties and profit in inventory eliminations. We have not presented separate notes and other disclosures concerning the Subsidiary Guarantors as we have determined that any material information that would be disclosed in such notes is available in the notes to the Company’s consolidated financial statements.
Condensed Consolidating Balance Sheets
December 31, 2014
(in millions)
Condensed Consolidating Balance Sheets
December 31, 2013
(in millions)
Condensed Consolidating Statements of Operations
Year Ended December 31, 2014
(in millions)
(1)
The Parent’s net interest expense for the year ended December 31, 2014 of $140.8 million relates to long-term debt of $2.0 billion, net of interest income associated with inter-company loans of $1.0 billion. The Parent is substantially dependent on dividends, interest income, or other distributions from its subsidiary companies to fund the cash interest expense on its long-term debt obligations. The Parent may draw on its existing revolving credit facility (a component of the Senior Credit Facility) to fund certain portions of the cash interest expense on its long-term debt obligations.
Condensed Consolidating Statements of Operations
Year Ended December 31, 2013
(in millions)
Condensed Consolidating Statements of Operations
Year Ended December 31, 2012
(in millions)
Condensed Consolidating Statements of Comprehensive Income or Loss
Year Ended December 31, 2014
(in millions)
Condensed Consolidating Statements of Comprehensive Income or Loss
Year Ended December 31, 2013
(in millions)
Condensed Consolidating Statements of Comprehensive Income or Loss
Year Ended December 31, 2012
(in millions)
Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2014
(in millions)
Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2013
(in millions)
Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2012
(in millions)
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Valuation and Qualifying Accounts
The following table presents changes to our valuation and qualifying accounts (in millions):
(1)
Deductions from reserves indicates bad debts charged off, less recoveries.
(2)
Increases to (deductions from) reserves relate to the net establishment (reversal) of valuation allowances primarily related to intercompany transactions, foreign taxes and state net operating losses.