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EX-32.2 - EXHIBIT 32.2 - WireCo WorldGroup Inc.exhibit322_q2x2016.htm
EX-32.1 - EXHIBIT 32.1 - WireCo WorldGroup Inc.exhibit321_q2x2016.htm
EX-31.2 - EXHIBIT 31.2 - WireCo WorldGroup Inc.exhibit312_q2x2016.htm
EX-31.1 - EXHIBIT 31.1 - WireCo WorldGroup Inc.exhibit311_q2x2016.htm
EX-10.1 - EXHIBIT 10.1 - WireCo WorldGroup Inc.exhibit101q2_2016.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form 10-Q
 
 
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission file number 333-174896

 
WireCo WorldGroup Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
27-0061302
 
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
2400 West 75th Street
Prairie Village, Kansas
 
66208
 
 
(Address of registrant's executive offices)
 
(Zip Code)
 
 
(816) 270-4700
 
 
(Registrant's telephone number, including area code)
 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ¨   NO  x 
NOTE: While the Registrant is a voluntary filer not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
¨
  
Accelerated filer
 
¨
 
 
 
 
 
 
 
 
Non-accelerated filer
 
x
  
Smaller reporting company
 
¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    YES  ¨   NO  x
There is no market for the Registrant’s equity, all of which is held by affiliates of WireCo WorldGroup (Cayman) Inc. (the “Company”). As of August 8, 2016 the Registrant had 100 shares of common stock outstanding.




WireCo WorldGroup Inc.
Quarterly Report
For the period ended June 30, 2016
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



1


PART I – FINANCIAL INFORMATION
Item 1.Financial Statements (unaudited)
WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
Assets
 
June 30, 2016
 
December 31, 2015
Current assets:
 
(unaudited)
 
 
Cash and cash equivalents
 
$
43,124

 
$
21,060

Restricted cash
 
1,819

 
1,522

Accounts receivable, less allowance for doubtful accounts of $2,259 and $2,180, at June 30, 2016 and December 31, 2015, respectively
 
128,412

 
124,463

Other receivables
 
3,395

 
2,779

Inventories, net
 
188,403

 
186,964

Prepaid expenses and other current assets
 
7,728

 
8,133

Total current assets
 
$
372,881

 
$
344,921

Property, plant and equipment, less accumulated depreciation of $192,508 and $196,653, at June 30, 2016 and December 31, 2015, respectively
 
272,960

 
283,655

Intangible assets, net
 
99,630

 
102,765

Goodwill
 
182,782

 
181,738

Non-current deferred income tax assets
 
142

 
1,459

Non-current derivative assets
 

 
47,519

Other non-current assets
 
9,235

 
9,272

Total assets
 
$
937,630

 
$
971,329

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Current maturities of long-term debt
 
$
827,208

 
$
8,948

Interest payable
 
6,085

 
6,159

Accounts payable
 
67,890

 
72,153

Accrued compensation and benefits
 
19,081

 
18,516

Other current liabilities
 
23,575

 
22,967

Total current liabilities
 
$
943,839

 
$
128,743

Long-term debt, excluding current maturities
 

 
811,090

Non-current deferred income tax liabilities
 
34,476

 
34,214

Other non-current liabilities
 
14,620

 
13,711

Total liabilities
 
$
992,935

 
$
987,758

Commitments and contingencies
 


 


Stockholders’ deficit:
 
 
 
 
Common stock, $0.01 par value. 3,000,000 shares authorized; 2,054,374 and 2,005,205 shares issued and outstanding, respectively at June 30, 2016 and December 31, 2015
 
$
21

 
$
21

Additional paid-in capital
 
243,689

 
240,379

Accumulated other comprehensive loss
 
(80,584
)
 
(80,694
)
Accumulated deficit
 
(205,871
)
 
(164,263
)
Treasury stock, at cost. 49,169 shares at June 30, 2016
and December 31, 2015
 
(14,465
)
 
(14,465
)
Total stockholders’ deficit attributable to WireCo WorldGroup (Cayman) Inc.
 
$
(57,210
)
 
$
(19,022
)
Non-controlling interests
 
1,905

 
2,593

Total stockholders’ deficit
 
$
(55,305
)
 
$
(16,429
)
Total liabilities and stockholders’ deficit
 
$
937,630

 
$
971,329

The accompanying notes are an integral part of the unaudited consolidated financial statements.

2

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands)
(unaudited)


 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
156,438

 
$
173,814

 
$
305,439

 
$
354,170

Cost of sales
(119,025
)
 
(133,032
)
 
(231,403
)
 
(271,387
)
Gross profit
37,413

 
40,782

 
74,036

 
82,783

Other operating expenses:

 

 

 

Selling expenses
(8,714
)
 
(9,912
)
 
(17,248
)
 
(19,687
)
Administrative expenses
(16,547
)
 
(17,786
)
 
(36,164
)
 
(35,758
)
Amortization expense
(2,167
)
 
(2,174
)
 
(4,245
)
 
(4,483
)
Total other operating expenses
(27,428
)
 
(29,872
)
 
(57,657
)
 
(59,928
)
Operating income
9,985

 
10,910

 
16,379

 
22,855

Other income (expense):

 

 

 

Interest expense, net
(16,204
)
 
(16,637
)
 
(35,175
)
 
(35,625
)
Foreign currency exchange losses, net
(13,869
)
 
(2,689
)
 
(17,413
)
 
(6,966
)
Other income (expense), net
(1,910
)
 
80

 
(1,851
)
 
(228
)
Total other expense, net
(31,983
)
 
(19,246
)
 
(54,439
)
 
(42,819
)
Loss before income taxes
(21,998
)
 
(8,336
)
 
(38,060
)
 
(19,964
)
Income tax benefit (expense)
123

 
(6,709
)
 
(4,289
)
 
852

Net loss
(21,875
)
 
(15,045
)
 
(42,349
)
 
(19,112
)
Less: Net loss attributable to non-controlling interests
(214
)
 
(926
)
 
(741
)
 
(246
)
Net loss attributable to WireCo WorldGroup (Cayman) Inc.
$
(21,661
)
 
$
(14,119
)
 
$
(41,608
)
 
$
(18,866
)
The accompanying notes are an integral part of the unaudited consolidated financial statements.




3

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)


 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net loss
$
(21,875
)
 
$
(15,045
)
 
$
(42,349
)
 
$
(19,112
)
Other comprehensive loss:
 
 
 
 
 
 

Foreign currency translation gain (loss)
(2,793
)
 
(4,886
)
 
163

 
(22,342
)
Comprehensive loss
(24,668
)
 
(19,931
)
 
(42,186
)
 
(41,454
)
Less: Comprehensive loss attributable to non-controlling interests
(313
)
 
(1,946
)
 
(688
)
 
(1,088
)
Comprehensive loss attributable to WireCo WorldGroup (Cayman) Inc.
$
(24,355
)
 
$
(17,985
)
 
$
(41,498
)
 
$
(40,366
)
The accompanying notes are an integral part of the unaudited consolidated financial statements.



4

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)


 
 
Six months ended
 
 
June 30,
 
 
2016
 
2015
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(42,349
)
 
$
(19,112
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 

 

Depreciation and amortization
 
21,529

 
22,514

Amortization of debt issuance costs, discounts and premium
 
3,820

 
3,836

Share-based compensation
 
3,310

 
3,852

Unrealized gains on derivative instruments, net
 

 
(23,649
)
Realized losses on derivative instruments, net

 
18,607

 

Proceeds from derivative instruments
 
28,704

 

Unrealized foreign currency exchange losses (gains), net
 
(3,627
)
 
27,951

Provision for deferred income taxes
 
1,245

 
(30
)
Other adjustments
 
2,032

 
(131
)
Changes in assets and liabilities:
 

 

Accounts receivable
 
(1,348
)
 
4,319

Inventories
 
(1,177
)
 
11,153

Prepaid expenses and other assets
 
(768
)
 
(2,465
)
Interest payable
 
(76
)
 
(103
)
Accounts payable
 
(4,119
)
 
(19,781
)
Other accrued liabilities
 
2,269

 
3,350

Net cash provided by operating activities
 
$
28,052

 
$
11,704

Cash flows from investing activities:
 
 
 
 
Capital expenditures
 
(9,013
)
 
(17,462
)
Net cash used in investing activities
 
$
(9,013
)
 
$
(17,462
)
Cash flows from financing activities:
 
 
 
 
Principal payments on long-term debt
 
(7,349
)
 
(16,324
)
Debt issuance costs paid
 

 
(1,067
)
Borrowings under revolving credit agreement
 
53,250

 
47,400

Repayments under revolving credit agreement
 
(42,550
)
 
(40,550
)
Net cash provided by (used in) financing activities
 
$
3,351

 
$
(10,541
)
Effect of exchange rates on cash and cash equivalents
 
(326
)
 
(3,852
)
Increase (decrease) in cash and cash equivalents
 
$
22,064

 
$
(20,151
)
Cash and cash equivalents, beginning of period
 
21,060

 
58,195

Cash and cash equivalents, end of period
 
$
43,124

 
$
38,044

Supplemental Disclosure of Cash Flow Information:
 
 
 
 
Cash paid for interest, net of interest capitalized
 
$
30,777

 
$
33,865

Cash paid for income taxes, net of refunds
 
4,279

 
3,384

The accompanying notes are an integral part of the unaudited consolidated financial statements.

5

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(in thousands)
(unaudited)


(1) Interim Financial Statement Presentation
The financial information included in this quarterly report on Form 10-Q are those of WireCo WorldGroup (Cayman) Inc., its wholly-owned subsidiaries, including WireCo WorldGroup Inc., and subsidiaries in which it has a controlling interest (collectively, the “Company”). The accompanying unaudited interim consolidated financial statements included herein have been prepared in United States ("U.S.") dollars and in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, all material adjustments, which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented, have been reflected.
Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2015.
New Accounting Standards
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP. As a result of a deferral of the effective date enacted in July 2015, the new standard would be effective for public entities on January 1, 2018. ASU 2014-09 allows the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect of ASU 2014-09 and has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest, to reduce complexity in accounting standards and make the presentation of debt issuance costs consistent with the presentation of debt discounts. This ASU requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, rather than as an asset. ASU 2015-03 is limited to simplifying the presentation of debt issuance costs and there will be no effect on the income statement. The Company adopted the new guidance in the first quarter of 2016 and applied it retrospectively. The adoption of this standard resulted in the Company presenting its remaining unamortized debt issuance costs as a direct deduction from the carrying amount of the related debt liability, and there was no impact on the Company's operating results.
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. This ASU requires prospective adoption and is effective for the Company during the first quarter of 2017, with early adoption permitted. The Company does not expect the adoption of this standard will have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases, which aims to make leasing activities more transparent and comparable and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. This ASU is effective for all interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which affects entities that issue share-based payment awards to their employees. This ASU identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. ASU 2016-09 is effective for all interim and annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption permitted. The Company does not expect the adoption of this standard will have a material impact on its consolidated financial statements.
Stock Subscription Agreement
On June 25, 2016, the Company entered into a Stock Subscription Agreement (the "Subscription Agreement"), with Onex Wildcat LLC ("Onex") pursuant to which the Company agreed to issue and sell to Onex approximately 5.0 million newly issued ordinary shares, par value $0.01 per share, for a majority interest in the Company, in exchange for aggregate consideration of approximately $260,000, which will be paid in cash (collectively referred to as the "Transaction"). The cash received will be

6

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

used to repay the Company’s existing credit facilities and notes and fees and expenses in connection with the transactions. The purchase price and the aggregate number of shares to be issued to Onex at closing is subject to adjustment in accordance with the terms of the Subscription Agreement based on the amount of indebtedness of the Company as of June 30, 2016.
The Subscription Agreement contains representations and warranties of the Company and Onex which are customary for transactions of this type and which do not survive the closing of the Transaction. The Company has agreed, subject to the terms of the Subscription Agreement, to various customary covenants, including, among others, to operate its business in the ordinary course and substantially in accordance with past practice. Onex has obtained committed financing in connection with the Transaction and has agreed, subject to the terms of the Subscription Agreement, to use its reasonable best efforts to obtain such financing on the terms of its commitment letters. The parties have also agreed to use their respective reasonable best efforts to obtain any approvals from governmental authorities necessary for the Transaction, including antitrust approvals. It is expected that in connection with the consummation of the Transaction, the Company’s existing indebtedness will be repaid, redeemed or discharged.
The issuance of shares under the Subscription Agreement is subject to customary closing conditions, including, among other things, (i) the absence of any law or order that would make the Company’s issuance or Onex’s purchase of the shares illegal or would otherwise prohibit such issuance, sale or purchase, or would otherwise prohibit the consummation of the transactions; (ii) expiration or termination of applicable waiting periods, or receipt of applicable approvals, under applicable antitrust laws, including European Commission approval and the expiration of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the availability of the senior debt financing required to consummate the Transaction; and (iv) the satisfaction of the conditions to repayment, redemption or discharge of the Company’s existing financing. The Subscription Agreement contains customary termination rights for both the Company and Onex, including the right of either party to terminate the Subscription Agreement if the closing shall not have occurred on or before October 31, 2016. A termination fee may be payable by Onex if financing for the Transaction cannot be obtained by closing in accordance with the terms of the Subscription Agreement.

(2) Inventories, net
The major classes of inventories were as follows as of the dates indicated:
 
 
June 30, 2016
 
December 31, 2015
Raw materials, net
 
$
66,960

 
$
64,826

Work in process, net
 
6,753

 
9,535

Finished goods, net
 
114,690

 
112,603

Inventories, net
 
$
188,403

 
$
186,964


(3) Intangible Assets and Goodwill
The components of finite-lived intangible assets were as follows as of the dates indicated:
 
 
June 30, 2016
 
December 31, 2015
 
 
Gross
carrying
amount
 
Accumulated
amortization
 
Net
carrying
amount
 
Gross
carrying
amount
 
Accumulated
amortization
 
Net
carrying
amount
Finite-lived assets
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
 
$
117,951

 
$
(94,569
)
 
$
23,382

 
$
117,459

 
$
(90,736
)
 
$
26,723

Patented and unpatented technology
 
17,419

 
(10,735
)
 
6,684

 
17,395

 
(10,271
)
 
7,124

Other
 
6,250

 
(6,250
)
 

 
6,214

 
(6,214
)
 

Total finite-lived intangible assets
 
$
141,620

 
$
(111,554
)
 
$
30,066

 
$
141,068

 
$
(107,221
)
 
$
33,847



7

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

Using the exchange rates in effect at period end, estimated amortization of finite-lived intangible assets as of June 30, 2016 was as follows:
Remainder of 2016
 
$
4,201

2017
 
6,852

2018
 
3,224

2019
 
2,986

2020
 
2,748

Thereafter
 
10,055

Total
$
30,066


Intangible assets with indefinite lives are not amortized. The carrying values of trade names as of June 30, 2016 and December 31, 2015 were $69,564 and $68,918, respectively.

The change in the carrying value of goodwill was as follows as of the dates indicated:
December 31, 2015
$
181,738

Foreign currency translation
1,044

June 30, 2016
$
182,782


(4) Borrowings
Outstanding debt consisted of the following as of the dates indicated:
 
 
June 30, 2016
 
December 31, 2015
Current
 
 
 
 
Borrowings under Revolving Loan Facility
 
53,005

 

Term Loan due 2017
 
299,105

 

9.00% Senior Notes due 2017
 
56,000

 

9.50% Senior Notes due 2017
 
425,000

 

Current maturities of long-term debt
 

 
8,948

Less: Unamortized discount, net
 
(522
)
 

Less: Deferred financing fees, net
 
(5,380
)
 

Current maturities of long-term debt, net of unamortized discount and deferred financing fees
 
$
827,208

 
$
8,948

Long-Term
 
 
 
 
Borrowings under Revolving Loan Facility
 

 
42,305

Term Loan due 2017
 

 
306,454

9.00% Senior Notes due 2017
 

 
56,000

9.50% Senior Notes due 2017
 

 
425,000

Less: Unamortized premium (discount), net
 

 
(603
)
Less: Deferred financing fees, net
 

 
(9,118
)
Less: Current maturities of long-term debt
 

 
(8,948
)
Long-term debt, net of unamortized premium (discount) and deferred financing fees
 
$

 
$
811,090


For a detailed discussion of the Company's borrowings, see Note 6—“Borrowings” to the Company's audited consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of the annual report on Form 10-K for the year ended December 31, 2015.

8

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

The Company currently has $352,110 of outstanding debt which matures on February 15, 2017 and $481,000 of outstanding debt which matures on May 15, 2017. The Company plans to either raise additional equity capital or refinance its current debt, or some combination thereof, in order to satisfy these obligations before they become due. As discussed in Note 1—“Interim Financial Statement Presentation”, Onex has obtained committed financing such that the proceeds of the credit facilities, together with the $260,000 equity investment from Onex and cash on hand at the Company, will be sufficient to repay the Company's existing credit facilities and notes before the debt becomes due.

Senior Secured Credit Facilities - Revolving Loan Facility and Term Loan due 2017
The Company's maximum borrowing capacity under the Revolving Loan Facility is $145,000. As of June 30, 2016, availability under the Revolving Loan Facility was $71,807. Availability is based upon the maximum borrowing capacity, less outstanding borrowings and letters of credit, and if applicable, further restricted by certain covenants in the Company's credit agreements. Outstanding letters of credit were $20,188 at June 30, 2016. The variable interest rate on the Revolving Loan Facility and Term Loan due 2017 at June 30, 2016 was 5.33% and 6.00%, respectively.

Interest expense, net
Net interest expense consists of:
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Interest on debt
$
14,516

 
$
14,570

 
$
31,714

 
$
31,685

Amortization of debt issuance costs, discounts and premium
1,824

 
1,980

 
3,820

 
3,836

Capitalized interest
(152
)
 
(60
)
 
(331
)
 
(123
)
Other
16

 
147

 
(28
)
 
227

Interest expense, net
$
16,204

 
$
16,637

 
$
35,175

 
$
35,625


(5) Derivative Financial Instruments
During September 2014, the Company entered into cross-currency swaps with three counterparties to economically hedge exposures to foreign currency exchange risk related to its global operations. The notional value of the cross-currency swaps is $300,000, at a weighted average foreign currency exchange rate of $1.00 to €0.7820, and matures in February 2017. In accordance with the cross-currency swap agreements, on a semi-annual basis, the Company pays interest on €234,597 at a weighted average fixed rate of 8.79% and receives interest on $300,000 based on a fixed rate of 9.50%, which is included in Interest expense, net within the consolidated statements of operations.
During June 2015, the Company entered into a cross-currency swap with a counterparty to economically hedge exposures to foreign currency exchange risk related to its global operations. The cross-currency swap notional value is $125,000, at a foreign currency exchange rate of $1.00 to €0.9125, and matures in February 2017. In accordance with the cross-currency swap agreement, on a quarterly basis, the Company pays interest on €114,062 at a fixed rate of 8.94% and receives interest on $125,000 based on a fixed rate of 9.50%, which is included in Interest expense, net within the consolidated statements of operations.
During May 2016, the Company terminated all of its outstanding cross-currency swap agreements. On May 12, 2016, the Company settled $150,000 of its $300,000 of cross-currency swaps entered into in September 2014 and the entire $125,000 cross-currency swap entered into in June 2015, for total cash proceeds of $10,363 and a realized loss of $1,685 for the three months ended June 30, 2016 and a realized loss of $13,574 for the six months ended June 30, 2016. On May 19, 2016, the Company settled the remaining $150,000 of its $300,000 of cross-currency swaps entered into in September 2014 for total cash proceeds of $18,340 and a realized gain of $1,214 for the three months ended June 30, 2016 and a realized loss of $5,033 for the six months ended June 30, 2016.
The Company incurred settlements with each of its counterparties during 2016, which resulted in a net reduction in Interest expense, net of $2,530 and $2,635 for the three and six months ended June 30, 2016, respectively.
The Company's derivative financial instruments did not qualify for hedge accounting treatment and accordingly, changes in fair value were recorded in Foreign currency exchange gains (losses) within the consolidated statements of operations. The

9

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

Company recognized a realized loss of $470 during the three months ended June 30, 2016 and a realized loss of $18,607 during the six months ended June 30, 2016 that were recorded in Foreign currency exchange gains (losses) in the consolidated statements of operations.
From time to time, the Company enters into foreign currency forward contracts to mitigate the exchange rate risk associated with fluctuations of the U.S. dollar to various foreign currencies on internal cash movements associated with its global operations. The Company recognized an unrealized loss on foreign currency forward contracts of $127 during the three and six months ended June 30, 2016 that was recorded in Foreign currency exchange gains (losses) in the consolidated statements of operations.
Refer to Note 6—“Fair Value Measurements” for additional information regarding the fair value of the Company’s derivative arrangements included in the consolidated balance sheets.

(6) Fair Value Measurements
The Company’s short-term financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts reported on the consolidated balance sheets for these items approximate fair market value due to their relative short-term nature.
The table below sets forth by level, within the fair value hierarchy, the fair value of the Company's derivative financial instruments that are measured on a recurring basis. The Company estimates the fair value of its derivative instruments using present value measurements based on the spot rate, forward option spreads and other relevant market conditions.
 
 
 
June 30, 2016
 
 
 
Level 1
 
Level 2
 
Level 3
Derivatives Designated
Balance Sheet Classification
 
 
 
 
 
 
Cross-currency swaps
Current derivative assets
 
$

 
$

 
$

Cross-currency swap
Other current liabilities
 

 

 

Foreign currency forward contract
Other current liabilities
 

 
127

 

 
 
 
December 31, 2015
 
 
 
Level 1
 
Level 2
 
Level 3
Derivatives Designated
Balance Sheet Classification
 
 
 
 
 
 
Cross-currency swaps
Non-current derivative assets
 
$

 
$
47,519

 
$

Cross-currency swap
Other non-current liabilities
 

 
208

 

Foreign currency forward contract
Other current liabilities
 

 

 

The carrying amounts and estimated fair values of the Company’s outstanding debt at June 30, 2016 were as follows:
 
 
Carrying
amount
 
Estimated
fair value
Revolving Loan Facility
 
$
53,005

 
$
53,005

Term Loan due 2017
 
298,413

 
297,856

9.00% Senior Notes due 2017
 
56,000

 
55,300

9.50% Senior Notes due 2017
 
425,170

 
420,750

As the Revolving Loan Facility is a revolving credit agreement, the carrying amount approximates fair value. The estimated fair value of the Term Loan due 2017 is based on rates currently available for obligations with similar terms and maturities (Level 2 inputs). The estimated fair value of the 9.00% Senior Notes is based on a model that incorporates assumptions a market participant would use in pricing the liability (Level 3 inputs) and the estimated fair value of the 9.50% Senior Notes is based on current market rates in inactive markets (Level 2 inputs).

10

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

(7) Share-based Compensation
Changes in the Company's outstanding service-based stock option awards since December 31, 2015 were as follows:
Options
 
Number of
options
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual term
(years)
Outstanding at December 31, 2015
 
508,591

 
$
171.15

 
 
Granted
 

 

 
 
Exercised
 

 

 
 
Expired
 
(10,300
)
 
221.82

 
 
Forfeited
 
(6,000
)
 
270.85

 
 
Other
 

 

 
 
Outstanding at June 30, 2016
 
492,291

 
$
168.87

 
3.3
Vested and expected to vest as of June 30, 2016
 
492,291

 
168.87

 
3.3
Exercisable at June 30, 2016
 
414,858

 
151.77

 
2.6
At June 30, 2016, total unrecognized compensation cost related to the unvested portion of the Company's service-based stock option awards that remains to be expensed was $4,530, with the weighted average remaining years to vest of approximately 1.42 years. On August 1, 2016, the Company provided notice to its option and equity holders that pursuant to the 2008 Long Term Incentive Plan, all outstanding options, vested and unvested, shall be canceled upon the closing of the Transaction.

(8) Restructuring Charges
As part of the Company's initiatives to manage costs in response to the challenges in certain end markets, the Company reduced its production and administrative workforce during 2016. Restructuring charges related to employee termination and related benefits were recorded in Administrative expenses in the consolidated statement of operations. The accrual balance is included in Other current liabilities on the consolidated balance sheet.
A rollforward of this restructuring activity is set forth below:
Balance at December 31, 2015
$
1,118

Restructuring charges incurred in 2016
2,632

Payments made in 2016
(1,929
)
Balance at June 30, 2016
$
1,821


(9) Income Taxes
The Company determines the interim tax provision by applying an estimate of the annual effective tax rate to the year-to-date pretax book income (loss) and adjusts for discrete items during the reporting period, if any. Tax jurisdictions with losses for which tax benefits cannot be realized are excluded. Additionally, for certain tax jurisdictions where a reliable estimate of year-to-date income tax expense or benefit cannot be made, the Company applied the actual effective tax rate to year-to-date income.
The effective income tax rate for the three months ended June 30, 2016 and 2015 was 0.6% and (80.5)%, respectively. The effective income tax rate for the six months ended June 30, 2016 and 2015 was (11.3)% and 4.3%, respectively. The Company's effective income tax rates differ from the applicable statutory tax rate primarily due to valuation allowances on deferred tax assets in various jurisdictions, mix of earnings (losses) by jurisdictions and the effects of foreign tax rate differences.

11

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

(10) Related Party Transactions
Paine & Partners, LLC (“Paine & Partners”), which manages the funds that control the Company, has entered into a management agreement with the Company to provide administrative and other support services. During the first quarters of 2016 and 2015, the Company paid an annual management fee of $2,300 and $3,112, respectively. This annual management fee is deferred as a prepaid and recognized ratably over the year as the services are provided. The Company recognized management fee expense of $575 and $778 during the three months ended June 30, 2016 and 2015 respectively, and $1,150 and $1,556 during the six months ended June 30, 2016 and 2015, respectively, that was recorded in Administrative expenses in the consolidated statements of operations.
During the three months ended June 30, 2016 and 2015, the Company had product sales of $368 and $163, and during the six months ended June 30, 2016 and 2015, the Company had product sales of $586 and $445, respectively, to its Spanish joint venture, Lankhorst Euronete Espana SA. The Company purchased $113 and $1,324 of product during the six months ended June 30, 2016 and 2015, respectively, from its Greek joint venture, Eurorope Performance Rope Producers SA.

(11) Contingencies
The Company is involved in various claims and legal actions arising in the ordinary course of business, which are incidental to its operations. Insurance coverage is maintained for certain risks, such as product liability and workers’ compensation. The Company is not currently a party to any legal proceedings or other contingencies that it believes would have a material adverse effect on its financial position, results of operations or cash flows.

(12) Segment Reporting
The Company reports the manufacturing, marketing, selling and distribution of wire and synthetic ropes, specialty wire and engineered products as one operating and one reportable segment. The Company's net sales by product line for the periods presented was as follows:
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Product line net sales
($)
(%)
 
($)
(%)
 
($)
(%)
 
($)
(%)
Rope
$
108,936

70
%
 
$
125,935

72
%
 
$
215,361

71
%
 
$
256,268

72
%
Specialty wire
29,959

19
%
 
30,946

18
%
 
58,121

19
%
 
63,822

18
%
Engineered products
17,543

11
%
 
16,933

10
%
 
31,957

10
%
 
34,080

10
%
Total net sales
$
156,438

100
%
 
$
173,814

100
%
 
$
305,439

100
%
 
$
354,170

100
%

(13) Condensed Consolidating Financial Statements
Guarantees of the 9.50% Senior Notes
WireCo WorldGroup Inc. has registered 9.50% Senior Notes, which are unsecured obligations. These obligations are jointly and severally and fully and unconditionally guaranteed by WireCo WorldGroup (Cayman) Inc. Certain entities controlled by WireCo WorldGroup (Cayman) Inc. (collectively referred to as the “Guarantor Subsidiaries”) also jointly and severally and fully and unconditionally guarantee these obligations, subject to customary release provisions. All voting shares for the entities presented in the “Guarantor Subsidiaries” column are 100% owned directly or indirectly by the Company. Certain subsidiaries with locations primarily in the Netherlands, Brazil and France do not guarantee the debt (collectively referred to as the “Non-Guarantor Subsidiaries”). The following condensed consolidating financial statements are prepared with each entity’s investment in subsidiaries accounted for under the equity method. The adjustments eliminate investments in subsidiaries, related stockholders’ equity and other intercompany balances and transactions. There are currently no significant restrictions on the ability of WireCo WorldGroup Inc. or any guarantor to obtain funds from its subsidiaries by dividend or loan.


12

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

Condensed Consolidating Balance Sheets
 
June 30, 2016
 
WireCo
WorldGroup
(Cayman) Inc.
(Parent)
 
WireCo
WorldGroup
Inc.
(Issuer)
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Elimination
Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
23

 
$
7,066

 
$
27,876

 
$
8,159

 
$

 
$
43,124

Restricted cash

 

 
801

 
1,018

 

 
1,819

Accounts receivable, net

 
28,630

 
62,847

 
36,935

 

 
128,412

Intercompany accounts receivable
3,333

 
30,867

 
23,321

 
30,284

 
(87,805
)
 

Other receivables

 
(2,873
)
 
5,056

 
1,212

 

 
3,395

Inventories, net

 
67,427

 
93,652

 
27,324

 

 
188,403

Prepaid expenses and other current assets

 
2,837

 
3,923

 
968

 

 
7,728

Total current assets
$
3,356

 
$
133,954

 
$
217,476

 
$
105,900

 
$
(87,805
)
 
$
372,881

Long-term intercompany notes receivable
(20
)
 
403,913

 
15,765

 
108,594

 
(528,252
)
 

Property, plant and equipment, net

 
46,443

 
183,805

 
42,712

 

 
272,960

Intangible assets, net

 
29,031

 
55,516

 
15,083

 

 
99,630

Goodwill

 
116,842

 
46,946

 
18,994

 

 
182,782

Investments in subsidiaries
(60,291
)
 

 
85,303

 
7,833

 
(32,845
)
 

Non-current deferred income tax assets

 

 
(345
)
 
487

 

 
142

Other non-current assets

 
257

 
8,970

 
8

 

 
9,235

Total assets
$
(56,955
)
 
$
730,440

 
$
613,436

 
$
299,611

 
$
(648,902
)
 
$
937,630

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
$

 
$
827,208

 
$

 
$

 
$

 
$
827,208

Interest payable

 
6,026

 

 
59

 

 
6,085

Accounts payable

 
11,783

 
46,839

 
9,268

 

 
67,890

Accrued compensation and benefits

 
2,638

 
12,974

 
3,469

 

 
19,081

Intercompany accounts payable
25

 
34,822

 
42,476

 
10,299

 
(87,622
)
 

Other current liabilities
230

 
4,397

 
16,476

 
2,472

 

 
23,575

Total current liabilities
$
255

 
$
886,874

 
$
118,765

 
$
25,567

 
$
(87,622
)
 
$
943,839

Long-term intercompany notes payable

 

 
505,634

 
22,613

 
(528,247
)
 

Non-current deferred income tax liabilities

 
10,373

 
16,905

 
7,198

 

 
34,476

Other non-current liabilities

 
879

 
12,359

 
1,382

 

 
14,620

Total liabilities
$
255

 
$
898,126

 
$
653,663

 
$
56,760

 
$
(615,869
)
 
$
992,935


13

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

Stockholders’ equity:
 
 
 
 
 
 
 
 
 
 
 
Total stockholders’ equity attributable to WireCo WorldGroup (Cayman) Inc.
(57,210
)
 
(167,686
)
 
(34,641
)
 
235,360

 
(33,033
)
 
(57,210
)
Non-controlling interests

 

 
(5,586
)
 
7,491

 

 
1,905

Total stockholders’ equity
$
(57,210
)
 
$
(167,686
)
 
$
(40,227
)
 
$
242,851

 
$
(33,033
)
 
$
(55,305
)
Total liabilities and stockholders’ equity
$
(56,955
)
 
$
730,440

 
$
613,436

 
$
299,611

 
$
(648,902
)
 
$
937,630



14

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

 
December 31, 2015
 
WireCo
WorldGroup
(Cayman) Inc.
(Parent)
 
WireCo
WorldGroup
Inc.
(Issuer)
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Elimination
Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
21

 
$
2,378

 
$
10,906

 
$
7,755

 
$

 
$
21,060

Restricted cash

 

 
533

 
989

 

 
1,522

Accounts receivable, net

 
28,087

 
59,211

 
37,165

 

 
124,463

Intercompany accounts receivable
1,252

 
60,560

 
41,627

 
27,418

 
(130,857
)
 

Other receivables

 
11

 
2,191

 
577

 

 
2,779

Inventories, net

 
67,319

 
90,982

 
28,663

 

 
186,964

Prepaid expenses and other current assets

 
2,983

 
3,701

 
1,449

 

 
8,133

Total current assets
$
1,273

 
$
161,338

 
$
209,151

 
$
104,016

 
$
(130,857
)
 
$
344,921

Long-term intercompany notes receivable

 
422,668

 
16,984

 
107,887

 
(547,539
)
 

Property, plant and equipment, net

 
51,833

 
190,285

 
41,537

 

 
283,655

Intangible assets, net

 
30,512

 
57,458

 
14,795

 

 
102,765

Goodwill

 
116,842

 
46,824

 
18,072

 

 
181,738

Investment in subsidiaries
(59,270
)
 

 
115,440

 
7,805

 
(63,975
)
 

Non-current deferred income tax assets

 
171

 
697

 
591

 

 
1,459

Non-current derivative assets
40,284

 
7,235

 

 

 

 
47,519

Other non-current assets

 
199

 
9,065

 
8

 

 
9,272

Total assets
$
(17,713
)
 
$
790,798

 
$
645,904

 
$
294,711

 
$
(742,371
)
 
$
971,329

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
$

 
$
8,948

 
$

 
$

 
$

 
$
8,948

Interest payable

 
5,970

 
21

 
168

 

 
6,159

Accounts payable

 
17,808

 
39,351

 
14,994

 

 
72,153

Accrued compensation and benefits

 
6,039

 
9,670

 
2,807

 

 
18,516

Intercompany accounts payable
871

 
48,758

 
69,636

 
11,532

 
(130,797
)
 

Other current liabilities
230

 
6,054

 
14,687

 
1,996

 

 
22,967

Total current liabilities
$
1,101

 
$
93,577

 
$
133,365

 
$
31,497

 
$
(130,797
)
 
$
128,743

Long-term debt, excluding current maturities

 
811,090

 

 

 

 
811,090

Long-term intercompany notes payable

 

 
520,684

 
26,831

 
(547,515
)
 

Non-current deferred income tax liabilities

 
9,295

 
17,918

 
7,001

 

 
34,214

Other non-current liabilities
208

 
714

 
11,371

 
1,418

 

 
13,711


15

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

Total liabilities
$
1,309

 
$
914,676

 
$
683,338

 
$
66,747

 
$
(678,312
)
 
$
987,758

Stockholders’ equity:
 
 
 
 
 
 
 
 
 
 
 
Total stockholders’ equity attributable to WireCo WorldGroup (Cayman) Inc.
(19,022
)
 
(123,878
)
 
(33,244
)
 
221,181

 
(64,059
)
 
(19,022
)
Non-controlling interests

 

 
(4,190
)
 
6,783

 

 
2,593

Total stockholders’ equity
$
(19,022
)
 
$
(123,878
)
 
$
(37,434
)
 
$
227,964

 
$
(64,059
)
 
$
(16,429
)
Total liabilities and stockholders’ equity
$
(17,713
)
 
$
790,798

 
$
645,904

 
$
294,711

 
$
(742,371
)
 
$
971,329




16

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
 
Three months ended June 30, 2016
 
WireCo
WorldGroup
(Cayman) Inc.
(Parent)
 
WireCo
WorldGroup
Inc.
(Issuer)
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Elimination
Adjustments
 
Consolidated
Net sales
$

 
$
42,884

 
$
94,949

 
$
40,076

 
$
(21,471
)
 
$
156,438

Cost of sales

 
(35,176
)
 
(73,631
)
 
(32,295
)
 
22,077

 
(119,025
)
Gross profit

 
7,708

 
21,318

 
7,781

 
606

 
37,413

Other operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Selling expenses

 
(2,369
)
 
(3,845
)
 
(2,500
)
 

 
(8,714
)
Administrative expenses
(191
)
 
(10,777
)
 
(5,762
)
 
(1,318
)
 
1,501

 
(16,547
)
Amortization expense

 
(757
)
 
(1,199
)
 
(211
)
 

 
(2,167
)
Total other operating expenses
(191
)
 
(13,903
)
 
(10,806
)
 
(4,029
)
 
1,501

 
(27,428
)
Operating income (loss)
(191
)
 
(6,195
)
 
10,512

 
3,752

 
2,107

 
9,985

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest income (expense), net
2,116

 
(11,266
)
 
(8,478
)
 
1,424

 

 
(16,204
)
Equity loss from subsidiaries
(22,529
)
 

 
(17,596
)
 
(173
)
 
40,298

 

Foreign currency exchange gains (losses), net
(1,057
)
 
473

 
(13,454
)
 
169

 

 
(13,869
)
Other income (expense), net

 
(1,675
)
 
(251
)
 
16

 

 
(1,910
)
Total other income (expense), net
(21,470
)
 
(12,468
)
 
(39,779
)
 
1,436

 
40,298

 
(31,983
)
Income (loss) before income taxes
(21,661
)
 
(18,663
)
 
(29,267
)
 
5,188

 
42,405

 
(21,998
)
Income tax benefit (expense)

 
(157
)
 
(344
)
 
624

 

 
123

Net income (loss)
(21,661
)
 
(18,820
)
 
(29,611
)
 
5,812

 
42,405

 
(21,875
)
Less: Net income (loss) attributable to non-controlling interests

 

 
(620
)
 
406

 

 
(214
)
Net income (loss) attributable to WireCo WorldGroup (Cayman) Inc.
(21,661
)
 
(18,820
)
 
(28,991
)
 
5,406

 
42,405

 
(21,661
)
Comprehensive income (loss)
$
(24,668
)
 
$
(18,820
)
 
$
(32,404
)
 
$
8,819

 
$
42,405

 
$
(24,668
)
 

17

WIRECO WORLDGROUP (CAYMAN) INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(in thousands)
(unaudited)

 
Three months ended June 30, 2015
 
WireCo
WorldGroup
(Cayman) Inc.
(Parent)
 
WireCo
WorldGroup
Inc.
(Issuer)
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Elimination
Adjustments
 
Consolidated
Net sales
$

 
$
48,695

 
$
109,690

 
$
37,957

 
$
(22,528
)
 
$
173,814

Cost of sales

 
(38,041
)
 
(88,029
)
 
(28,848
)
 
21,886

 
(133,032
)
Gross profit

 
10,654

 
21,661

 
9,109

 
(642
)
 
40,782

Other operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Selling expenses

 
(2,874
)
 
(4,244
)
 
(2,794
)
 

 
(9,912
)
Administrative expenses
(421
)
 
(7,714
)
 
(8,258
)
 
(1,393
)
 

 
(17,786
)
Amortization expense

 
(757
)
 
(1,128
)
 
(289
)
 

 
(2,174
)
Total other operating expenses
(421
)
 
(11,345
)
 
(13,630
)
 
(4,476
)
 

 
(29,872
)
Operating income (loss)
(421
)
 
(691
)
 
8,031

 
4,633

 
(642
)
 
10,910

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest income (expense), net
(102
)
 
(8,183
)
 
(9,819
)
 
1,467

 

 
(16,637
)
Equity income (loss) from subsidiaries
(13,596
)
 

 
(21,959
)
 
465

 
35,090

 

Foreign currency exchange gains (losses), net

 
(16,501
)
 
15,907

 
(2,095
)
 

 
(2,689
)
Other income (expense), net

 
(34
)
 
112

 
2

 

 
80

Total other expense, net
(13,698
)
 
(24,718
)
 
(15,759
)
 
(161
)
 
35,090

 
(19,246
)
Income (loss) before income taxes
(14,119
)
 
(25,409
)
 
(7,728
)
 
4,472

 
34,448

 
(8,336
)
Income tax expense

 
(171
)
 
(4,295
)
 
(2,243
)
 

 
(6,709
)
Net income (loss)
(14,119
)
 
(25,580
)
 
(12,023
)
 
2,229

 
34,448

 
(15,045
)
Less: Net loss attributable to non-controlling interests

 

 
(853