|
Condensed Consolidating Financial Information (Tables)
|
3 Months Ended |
|
Mar. 31, 2014
|
| Condensed Consolidating Financial Information [Abstract] |
|
| Condensed Consolidating Balance Sheets |
LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) | | | | | | | | | | | | | | | | | | | | | | March 31, 2014 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Assets | | | | | | | | | | Current Assets: | | | | | | | | | | Cash and equivalents | $ | 17,763 |
| | $ | 27,739 |
| | $ | 67,744 |
| | $ | — |
| | $ | 113,246 |
| Receivables, net | 6 |
| | 224,256 |
| | 352,950 |
| | — |
| | 577,212 |
| Intercompany receivables, net | 4,064 |
| | 3,495 |
| | — |
| | (7,559 | ) | | — |
| Inventory | — |
| | 850,473 |
| | 405,331 |
| | — |
| | 1,255,804 |
| Deferred income taxes | 2,966 |
| | 67,578 |
| | 3,278 |
| | — |
| | 73,822 |
| Prepaid expenses and other current assets | 1,244 |
| | 39,258 |
| | 32,895 |
| | — |
| | 73,397 |
| Total Current Assets | 26,043 |
| | 1,212,799 |
| | 862,198 |
| | (7,559 | ) | | 2,093,481 |
| Property and Equipment, net | 624 |
| | 457,233 |
| | 136,010 |
| | — |
| | 593,867 |
| Intangible Assets: | | | | | | | | | | Goodwill | — |
| | 1,509,656 |
| | 687,599 |
| | — |
| | 2,197,255 |
| Other intangibles, net | — |
| | 133,465 |
| | 95,887 |
| | — |
| | 229,352 |
| Investment in Subsidiaries | 2,910,794 |
| | 273,699 |
| | — |
| | (3,184,493 | ) | | — |
| Intercompany Notes Receivable | 825,362 |
| | 41,207 |
| | — |
| | (866,569 | ) | | — |
| Other Assets | 52,052 |
| | 29,106 |
| | 19,877 |
| | (5,162 | ) | | 95,873 |
| Total Assets | $ | 3,814,875 |
| | $ | 3,657,165 |
| | $ | 1,801,571 |
| | $ | (4,063,783 | ) | | $ | 5,209,828 |
| Liabilities and Stockholders’ Equity | | | | | | | | | | Current Liabilities: | | | | | | | | | | Accounts payable | $ | 623 |
| | $ | 172,684 |
| | $ | 210,795 |
| | $ | — |
| | $ | 384,102 |
| Intercompany payables, net | — |
| | — |
| | 7,559 |
| | (7,559 | ) | | — |
| Accrued expenses: | | | | | | | | | | Accrued payroll-related liabilities | 7,064 |
| | 41,742 |
| | 25,998 |
| | — |
| | 74,804 |
| Other accrued expenses | 23,638 |
| | 78,817 |
| | 66,578 |
| | — |
| | 169,033 |
| Income taxes payable | 12,358 |
| | — |
| | 15,564 |
| | — |
| | 27,922 |
| Contingent consideration liabilities | — |
| | 2,043 |
| | 49,992 |
| | — |
| | 52,035 |
| Other current liabilities | 13,560 |
| | 14,848 |
| | 4,505 |
| | — |
| | 32,913 |
| Current portion of long-term obligations | 22,500 |
| | 2,580 |
| | 10,026 |
| | — |
| | 35,106 |
| Total Current Liabilities | 79,743 |
| | 312,714 |
| | 391,017 |
| | (7,559 | ) | | 775,915 |
| Long-Term Obligations, Excluding Current Portion | 1,229,000 |
| | 8,567 |
| | 458,060 |
| | — |
| | 1,695,627 |
| Intercompany Notes Payable | — |
| | 593,747 |
| | 272,822 |
| | (866,569 | ) | | — |
| Deferred Income Taxes | — |
| | 137,149 |
| | 30,011 |
| | (5,162 | ) | | 161,998 |
| Other Noncurrent Liabilities | 35,105 |
| | 64,794 |
| | 5,362 |
| | — |
| | 105,261 |
| Stockholders’ Equity | 2,471,027 |
| | 2,540,194 |
| | 644,299 |
| | (3,184,493 | ) | | 2,471,027 |
| Total Liabilities and Stockholders’ Equity | $ | 3,814,875 |
| | $ | 3,657,165 |
| | $ | 1,801,571 |
| | $ | (4,063,783 | ) | | $ | 5,209,828 |
|
LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) | | | | | | | | | | | | | | | | | | | | | | December 31, 2013 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Assets | | | | | | | | | | Current Assets: | | | | | | | | | | Cash and equivalents | $ | 77,926 |
| | $ | 13,693 |
| | $ | 58,869 |
| | $ | — |
| | $ | 150,488 |
| Receivables, net | — |
| | 126,926 |
| | 331,168 |
| | — |
| | 458,094 |
| Intercompany receivables, net | 2,275 |
| | 6,923 |
| | — |
| | (9,198 | ) | | — |
| Inventory | — |
| | 687,164 |
| | 389,788 |
| | — |
| | 1,076,952 |
| Deferred income taxes | 3,189 |
| | 57,422 |
| | 3,327 |
| | — |
| | 63,938 |
| Prepaid expenses and other current assets | 7,924 |
| | 24,190 |
| | 18,231 |
| | — |
| | 50,345 |
| Total Current Assets | 91,314 |
| | 916,318 |
| | 801,383 |
| | (9,198 | ) | | 1,799,817 |
| Property and Equipment, net | 668 |
| | 419,617 |
| | 126,366 |
| | — |
| | 546,651 |
| Intangible Assets: | | | | | | | | | | Goodwill | — |
| | 1,248,746 |
| | 688,698 |
| | — |
| | 1,937,444 |
| Other intangibles, net | — |
| | 56,069 |
| | 97,670 |
| | — |
| | 153,739 |
| Investment in Subsidiaries | 2,364,586 |
| | 264,815 |
| | — |
| | (2,629,401 | ) | | — |
| Intercompany Notes Receivable | 959,185 |
| | 118,740 |
| | — |
| | (1,077,925 | ) | | — |
| Other Assets | 49,218 |
| | 20,133 |
| | 17,241 |
| | (5,469 | ) | | 81,123 |
| Total Assets | $ | 3,464,971 |
| | $ | 3,044,438 |
| | $ | 1,731,358 |
| | $ | (3,721,993 | ) | | $ | 4,518,774 |
| Liabilities and Stockholders’ Equity | | | | | | | | | | Current Liabilities: | | | | | | | | | | Accounts payable | $ | 314 |
| | $ | 147,708 |
| | $ | 201,047 |
| | $ | — |
| | $ | 349,069 |
| Intercompany payables, net | — |
| | — |
| | 9,198 |
| | (9,198 | ) | | — |
| Accrued expenses: | | | | | | | | | | Accrued payroll-related liabilities | 5,236 |
| | 32,850 |
| | 20,609 |
| | — |
| | 58,695 |
| Other accrued expenses | 26,714 |
| | 56,877 |
| | 56,483 |
| | — |
| | 140,074 |
| Income taxes payable | 2,517 |
| | — |
| | 14,923 |
| | — |
| | 17,440 |
| Contingent consideration liabilities | — |
| | 1,923 |
| | 50,542 |
| | — |
| | 52,465 |
| Other current liabilities | 286 |
| | 13,039 |
| | 5,350 |
| | — |
| | 18,675 |
| Current portion of long-term obligations | 24,421 |
| | 3,030 |
| | 14,084 |
| | — |
| | 41,535 |
| Total Current Liabilities | 59,488 |
| | 255,427 |
| | 372,236 |
| | (9,198 | ) | | 677,953 |
| Long-Term Obligations, Excluding Current Portion | 1,016,249 |
| | 6,554 |
| | 241,443 |
| | — |
| | 1,264,246 |
| Intercompany Notes Payable | — |
| | 611,274 |
| | 466,651 |
| | (1,077,925 | ) | | — |
| Deferred Income Taxes | — |
| | 110,110 |
| | 29,181 |
| | (5,469 | ) | | 133,822 |
| Other Noncurrent Liabilities | 38,489 |
| | 46,417 |
| | 7,102 |
| | — |
| | 92,008 |
| Stockholders’ Equity | 2,350,745 |
| | 2,014,656 |
| | 614,745 |
| | (2,629,401 | ) | | 2,350,745 |
| Total Liabilities and Stockholders’ Equity | $ | 3,464,971 |
| | $ | 3,044,438 |
| | $ | 1,731,358 |
| | $ | (3,721,993 | ) | | $ | 4,518,774 |
|
|
| Condensed Consolidating Statements of Income |
LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended March 31, 2014 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Revenue | $ | — |
| | $ | 1,140,320 |
| | $ | 514,519 |
| | $ | (29,062 | ) | | $ | 1,625,777 |
| Cost of goods sold | — |
| | 680,630 |
| | 322,325 |
| | (29,062 | ) | | 973,893 |
| Gross margin | — |
| | 459,690 |
| | 192,194 |
| | — |
| | 651,884 |
| Facility and warehouse expenses | — |
| | 93,100 |
| | 33,059 |
| | — |
| | 126,159 |
| Distribution expenses | — |
| | 94,884 |
| | 42,445 |
| | — |
| | 137,329 |
| Selling, general and administrative expenses | 7,911 |
| | 114,083 |
| | 62,536 |
| | — |
| | 184,530 |
| Restructuring and acquisition related expenses | — |
| | 2,988 |
| | 333 |
| | — |
| | 3,321 |
| Depreciation and amortization | 59 |
| | 18,668 |
| | 7,984 |
| | — |
| | 26,711 |
| Operating (loss) income | (7,970 | ) | | 135,967 |
| | 45,837 |
| | — |
| | 173,834 |
| Other expense (income): | | | | | | | | | | Interest expense, net | 13,669 |
| | 71 |
| | 2,378 |
| | — |
| | 16,118 |
| Intercompany interest (income) expense, net | (12,324 | ) | | 6,021 |
| | 6,303 |
| | — |
| | — |
| Loss on debt extinguishment | 324 |
| | — |
| | — |
| | — |
| | 324 |
| Change in fair value of contingent consideration liabilities | — |
| | (1,390 | ) | | 168 |
| | — |
| | (1,222 | ) | Other (income) expense, net | (15 | ) | | (1,761 | ) | | 1,680 |
| | — |
| | (96 | ) | Total other expense, net | 1,654 |
| | 2,941 |
| | 10,529 |
| | — |
| | 15,124 |
| (Loss) income before (benefit) provision for income taxes | (9,624 | ) | | 133,026 |
| | 35,308 |
| | — |
| | 158,710 |
| (Benefit) provision for income taxes | (3,615 | ) | | 50,221 |
| | 7,415 |
| | — |
| | 54,021 |
| Equity in earnings of unconsolidated subsidiaries | — |
| | — |
| | (36 | ) | | — |
| | (36 | ) | Equity in earnings of subsidiaries | 110,662 |
| | 8,746 |
| | — |
| | (119,408 | ) | | — |
| Net income | $ | 104,653 |
| | $ | 91,551 |
| | $ | 27,857 |
| | $ | (119,408 | ) | | $ | 104,653 |
|
LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended March 31, 2013 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Revenue | $ | — |
| | $ | 922,600 |
| | $ | 300,403 |
| | $ | (27,006 | ) | | $ | 1,195,997 |
| Cost of goods sold | — |
| | 538,170 |
| | 182,884 |
| | (27,006 | ) | | 694,048 |
| Gross margin | — |
| | 384,430 |
| | 117,519 |
| | — |
| | 501,949 |
| Facility and warehouse expenses | — |
| | 81,567 |
| | 18,679 |
| | — |
| | 100,246 |
| Distribution expenses | — |
| | 75,758 |
| | 28,099 |
| | — |
| | 103,857 |
| Selling, general and administrative expenses | 6,554 |
| | 93,437 |
| | 37,065 |
| | — |
| | 137,056 |
| Restructuring and acquisition related expenses | — |
| | 173 |
| | 1,332 |
| | — |
| | 1,505 |
| Depreciation and amortization | 60 |
| | 13,590 |
| | 4,047 |
| | — |
| | 17,697 |
| Operating (loss) income | (6,614 | ) | | 119,905 |
| | 28,297 |
| | — |
| | 141,588 |
| Other expense (income): | | | | | | | | | | Interest expense, net | 6,123 |
| | 136 |
| | 2,336 |
| | — |
| | 8,595 |
| Intercompany interest (income) expense, net | (9,560 | ) | | 5,586 |
| | 3,974 |
| | — |
| | — |
| Change in fair value of contingent consideration liabilities | — |
| | 126 |
| | 697 |
| | — |
| | 823 |
| Other expense (income), net | 51 |
| | (712 | ) | | 1,063 |
| | — |
| | 402 |
| Total other (income) expense, net | (3,386 | ) | | 5,136 |
| | 8,070 |
| | — |
| | 9,820 |
| (Loss) income before (benefit) provision for income taxes | (3,228 | ) | | 114,769 |
| | 20,227 |
| | — |
| | 131,768 |
| (Benefit) provision for income taxes | (1,224 | ) | | 43,870 |
| | 4,530 |
| | — |
| | 47,176 |
| Equity in earnings of subsidiaries | 86,596 |
| | 4,376 |
| | — |
| | (90,972 | ) | | — |
| Net income | $ | 84,592 |
| | $ | 75,275 |
| | $ | 15,697 |
| | $ | (90,972 | ) | | $ | 84,592 |
|
|
| Condensed Consolidating Statements of Comprehensive Income (Loss) |
LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended March 31, 2014 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Net income | $ | 104,653 |
| | $ | 91,551 |
| | $ | 27,857 |
| | $ | (119,408 | ) | | $ | 104,653 |
| Other comprehensive income (loss), net of tax: | | | | | | | | | | Foreign currency translation | (563 | ) | | (78 | ) | | 421 |
| | (343 | ) | | (563 | ) | Net change in unrecognized gains/losses on derivative instruments, net of tax | 793 |
| | — |
| | (115 | ) | | 115 |
| | 793 |
| Change in unrealized gain on pension plan, net of tax | (37 | ) | | — |
| | (37 | ) | | 37 |
| | (37 | ) | Total other comprehensive income (loss) | 193 |
| | (78 | ) | | 269 |
| | (191 | ) | | 193 |
| Total comprehensive income | $ | 104,846 |
| | $ | 91,473 |
| | $ | 28,126 |
| | $ | (119,599 | ) | | $ | 104,846 |
|
LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (In thousands) | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended March 31, 2013 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Net income | $ | 84,592 |
| | $ | 75,275 |
| | $ | 15,697 |
| | $ | (90,972 | ) | | $ | 84,592 |
| Other comprehensive income (loss), net of tax: | | | | | | | | | | Foreign currency translation | (18,980 | ) | | (7,698 | ) | | (18,463 | ) | | 26,161 |
| | (18,980 | ) | Net change in unrecognized gains/losses on derivative instruments, net of tax | 732 |
| | — |
| | (167 | ) | | 167 |
| | 732 |
| Total other comprehensive loss | (18,248 | ) | | (7,698 | ) | | (18,630 | ) | | 26,328 |
| | (18,248 | ) | Total comprehensive income (loss) | $ | 66,344 |
| | $ | 67,577 |
| | $ | (2,933 | ) | | $ | (64,644 | ) | | $ | 66,344 |
|
|
| Condensed Consolidating Statements of Cash Flows |
LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended March 31, 2014 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | Net cash provided by (used in) operating activities | $ | 127,826 |
| | $ | 134,020 |
| | $ | (73,010 | ) | | $ | (91,827 | ) | | $ | 97,009 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | Purchases of property and equipment | — |
| | (19,107 | ) | | (14,609 | ) | | — |
| | (33,716 | ) | Proceeds from sales of property and equipment | 7 |
| | 61 |
| | 1,337 |
| | — |
| | 1,405 |
| Investments in unconsolidated subsidiaries | — |
| | (600 | ) | | (1,640 | ) | | — |
| | (2,240 | ) | Investment and intercompany note activity with subsidiaries | (363,124 | ) | | — |
| | — |
| | 363,124 |
| | — |
| Acquisitions, net of cash acquired | — |
| | (485,018 | ) | | (1,718 | ) | | — |
| | (486,736 | ) | Net cash used in investing activities | (363,117 | ) | | (504,664 | ) | | (16,630 | ) | | 363,124 |
| | (521,287 | ) | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | Proceeds from exercise of stock options | 2,377 |
| | — |
| | — |
| | — |
| | 2,377 |
| Excess tax benefit from stock-based payments | 6,813 |
| | — |
| | — |
| | — |
| | 6,813 |
| Debt issuance costs | (3,753 | ) | | — |
| | — |
| | — |
| | (3,753 | ) | Borrowings under revolving credit facility | 560,000 |
| | — |
| | 140,123 |
| | — |
| | 700,123 |
| Repayments under revolving credit facility | (390,000 | ) | | — |
| | — |
| | — |
| | (390,000 | ) | Borrowings under term loans | 11,250 |
| | — |
| | — |
| | — |
| | 11,250 |
| Borrowings under receivables securitization facility | — |
| | — |
| | 80,000 |
| | — |
| | 80,000 |
| Repayments of other long-term debt | (1,920 | ) | | (1,112 | ) | | (5,920 | ) | | — |
| | (8,952 | ) | Settlement of foreign currency forward contract | (9,639 | ) | | — |
| | — |
| | — |
| | (9,639 | ) | Payments of other obligations | — |
| | — |
| | (2,006 | ) | | — |
| | (2,006 | ) | Investment and intercompany note activity with parent | — |
| | 477,710 |
| | (114,586 | ) | | (363,124 | ) | | — |
| Dividends | — |
| | (91,827 | ) | | — |
| | 91,827 |
| | — |
| Net cash provided by financing activities | 175,128 |
| | 384,771 |
| | 97,611 |
| | (271,297 | ) | | 386,213 |
| Effect of exchange rate changes on cash and equivalents | — |
| | (81 | ) | | 904 |
| | — |
| | 823 |
| Net (decrease) increase in cash and equivalents | (60,163 | ) | | 14,046 |
| | 8,875 |
| | — |
| | (37,242 | ) | Cash and equivalents, beginning of period | 77,926 |
| | 13,693 |
| | 58,869 |
| | — |
| | 150,488 |
| Cash and equivalents, end of period | $ | 17,763 |
| | $ | 27,739 |
| | $ | 67,744 |
| | $ | — |
| | $ | 113,246 |
|
LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended March 31, 2013 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | Net cash provided by operating activities | $ | 58,251 |
| | $ | 59,296 |
| | $ | 8,138 |
| | $ | (19,252 | ) | | $ | 106,433 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | Purchases of property and equipment | — |
| | (15,156 | ) | | (6,305 | ) | | — |
| | (21,461 | ) | Proceeds from sales of property and equipment | — |
| | 228 |
| | 204 |
| | — |
| | 432 |
| Investment and intercompany note activity with subsidiaries | 23,761 |
| | — |
| | — |
| | (23,761 | ) | | — |
| Acquisitions, net of cash acquired | — |
| | (1,768 | ) | | (11,496 | ) | | — |
| | (13,264 | ) | Net cash provided by (used in) investing activities | 23,761 |
| | (16,696 | ) | | (17,597 | ) | | (23,761 | ) | | (34,293 | ) | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | Proceeds from exercise of stock options | 2,840 |
| | — |
| | — |
| | — |
| | 2,840 |
| Excess tax benefit from stock-based payments | 3,002 |
| | — |
| | — |
| | — |
| | 3,002 |
| Borrowings under revolving credit facility | 27,500 |
| | — |
| | 54,652 |
| | — |
| | 82,152 |
| Repayments under revolving credit facility | (108,500 | ) | | — |
| | (7,582 | ) | | — |
| | (116,082 | ) | Repayments under term loans | (5,625 | ) | | — |
| | — |
| | — |
| | (5,625 | ) | Borrowings under receivables securitization facility | — |
| | — |
| | 1,500 |
| | — |
| | 1,500 |
| Repayments under receivables securitization facility | — |
| | — |
| | (1,500 | ) | | — |
| | (1,500 | ) | Repayments of other long-term debt | (410 | ) | | (714 | ) | | (1,484 | ) | | — |
| | (2,608 | ) | Payments of other obligations | — |
| | — |
| | (31,592 | ) | | — |
| | (31,592 | ) | Investment and intercompany note activity with parent | — |
| | (24,552 | ) | | 791 |
| | 23,761 |
| | — |
| Dividends | — |
| | (19,252 | ) | | — |
| | 19,252 |
| | — |
| Net cash (used in) provided by financing activities | (81,193 | ) | | (44,518 | ) | | 14,785 |
| | 43,013 |
| | (67,913 | ) | Effect of exchange rate changes on cash and equivalents | — |
| | — |
| | (1,000 | ) | | — |
| | (1,000 | ) | Net increase (decrease) in cash and equivalents | 819 |
| | (1,918 | ) | | 4,326 |
| | — |
| | 3,227 |
| Cash and equivalents, beginning of period | 18,396 |
| | 18,253 |
| | 23,121 |
| | — |
| | 59,770 |
| Cash and equivalents, end of period | $ | 19,215 |
| | $ | 16,335 |
| | $ | 27,447 |
| | $ | — |
| | $ | 62,997 |
|
|