Guarantor Financial Information | 16. Guarantor Financial Information Borrowings under each of our Senior Secured Credit Facilities, ABL Facility, Senior Secured Notes, Junior Lien Secured Notes and Senior Notes are guaranteed by certain of the Company’s domestic wholly-owned subsidiaries. The guarantees are full and unconditional and joint and several. The Company’s Senior Secured Credit Facility, ABL Facility, Senior Secured Notes, Junior Lien Secured Notes and Senior Notes are not guaranteed by certain of the Company’s subsidiaries, including all of its non-U.S. subsidiaries or non-wholly owned subsidiaries. The following supplemental financial information sets forth, on a condensed consolidating basis, balance sheet information, results of operations, comprehensive loss and cash flow information for inVentiv Health, Inc., the Guarantor Subsidiaries and other subsidiaries (the “Non-Guarantor Subsidiaries”). The supplemental financial information reflects the investments of inVentiv Health, Inc.’s investment in the Guarantor Subsidiaries and Non-Guarantor Subsidiaries using the equity method of accounting. Subsequent to the issuance of the June 30, 2015 consolidated financial statements, management determined that within the condensed consolidating statement of cash flows, certain intercompany transfers historically presented on a gross basis within operating, investing and financing activities represent centralized treasury activities that are more appropriately presented on a net basis within investing and financing activities between the respective parent, guarantor, and non guarantor entities. Additionally, the Company has recorded in Guarantor Subsidiaries approximately $575.3 million of long term debt as well as adjustments for debt-related accounts previously shown in the parent column, representing the co-obligator subsidiaries share of the Company’s outstanding term loan debt. The aforementioned items have been corrected in the condensed consolidating statements as of December 31, 2014 and for the three and nine months ended September 30, 2014. The corrections had no impact on the Company’s consolidated financial position, results of operations or cash flows. CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION At September 30, 2015 (in thousands, except share and per share amounts) inVentiv Guarantor Non- Guarantor Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 65,509 $ — $ 119,106 $ (104,609 ) $ 80,006 Restricted cash 553 — 1,419 — 1,972 Accounts receivable, net of allowances for doubtful accounts — 252,143 55,905 — 308,048 Unbilled services — 196,521 43,496 — 240,017 Intercompany receivables 488,420 749,921 93,234 (1,331,575 ) — Prepaid expenses and other current assets 8,541 15,111 19,987 — 43,639 Income tax receivable 85 502 930 — 1,517 Current deferred tax assets 259 12,198 1,586 (6,261 ) 7,782 Total current assets 563,367 1,226,396 335,663 (1,442,445 ) 682,981 Property and equipment, net 23,170 90,853 15,747 — 129,770 Goodwill — 889,281 40,745 — 930,026 Intangible assets, net — 373,101 6,685 — 379,786 Non-current deferred tax assets — — 3,824 — 3,824 Deferred financing costs and other assets 51,690 12,624 15,032 — 79,346 Non-current intercompany receivables 403,917 29,625 136 (433,678 ) — Investment in consolidated subsidiaries 728,742 92,458 — (821,200 ) — Total assets $ 1,770,886 $ 2,714,338 $ 417,832 $ (2,697,323 ) $ 2,205,733 LIABILITIES AND STOCKHOLDER’S DEFICIT Current liabilities: Current portion of capital lease obligations and other financing arrangements $ — $ 19,266 $ 92,005 $ (91,881 ) $ 19,390 Accrued payroll, accounts payable and accrued expenses 80,456 190,314 60,866 (12,728 ) 318,908 Intercompany payables 809,634 501,879 20,062 (1,331,575 ) — Income taxes payable — 75 2,725 — 2,800 Deferred revenue and client advances — 174,532 54,953 — 229,485 Total current liabilities 890,090 886,066 230,611 (1,436,184 ) 570,583 Capital lease obligations, net of current portion — 35,971 36 — 36,007 Long-term debt, net of current portion 1,560,129 576,339 — — 2,136,468 Non-current income tax liability — 5,543 1,209 — 6,752 Deferred tax liability 333 86,659 3,844 (6,261 ) 84,575 Other non-current liabilities 20,989 31,362 18,230 — 70,581 Non-current intercompany liabilities — 404,050 29,628 (433,678 ) — Total liabilities 2,471,541 2,025,990 283,558 (1,876,123 ) 2,904,966 Total inVentiv Health, Inc. stockholder’s deficit (700,655 ) 688,348 132,852 (821,200 ) (700,655 ) Noncontrolling interest — — 1,422 — 1,422 Total stockholder’s deficit (700,655 ) 688,348 134,274 (821,200 ) (699,233 ) Total liabilities and stockholder’s deficit $ 1,770,886 $ 2,714,338 $ 417,832 $ (2,697,323 ) $ 2,205,733 CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION At December 31, 2014 (in thousands, except share and per share amounts) inVentiv Guarantor Non- Guarantor Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 19,643 $ 3,439 $ 86,014 $ (52,037 ) $ 57,059 Restricted cash 569 — 1,148 — 1,717 Accounts receivable, net of allowances for doubtful accounts — 236,884 65,963 — 302,847 Unbilled services — 138,100 40,936 — 179,036 Intercompany receivables 375,025 557,758 64,778 (997,561 ) — Prepaid expenses and other current assets 5,301 12,181 20,743 — 38,225 Income tax receivable — 310 1,053 — 1,363 Current deferred tax assets 259 12,198 1,316 (6,261 ) 7,512 Total current assets 400,797 960,870 281,951 (1,055,859 ) 587,759 Property and equipment, net 21,665 82,857 17,337 — 121,859 Goodwill — 889,281 42,506 — 931,787 Intangible assets, net — 410,059 7,765 — 417,824 Non-current deferred tax assets — — 3,944 — 3,944 Deferred financing costs and other assets 64,484 14,331 12,447 — 91,262 Non-current intercompany receivables 368,325 38,847 132 (407,304 ) — Investment in consolidated subsidiaries 700,383 86,242 — (786,625 ) — Total assets $ 1,555,654 $ 2,482,487 $ 366,082 $ (2,249,788 ) $ 2,154,435 LIABILITIES AND STOCKHOLDER’S DEFICIT Current liabilities: Current portion of capital lease obligations and other financing arrangements $ 4,006 $ 14,025 $ 50,271 $ (52,037 ) $ 16,265 Accrued payroll, accounts payable and accrued expenses 62,179 162,937 61,497 — 286,613 Intercompany payables 562,297 404,413 30,851 (997,561 ) — Income taxes payable 222 — 987 — 1,209 Deferred revenue and client advances — 150,709 48,421 — 199,130 Total current liabilities 628,704 732,084 192,027 (1,049,598 ) 503,217 Capital lease obligations, net of current portion — 29,126 198 — 29,324 Long-term debt, net of current portion 1,494,893 576,339 — — 2,071,232 Non-current income tax liability — 5,360 1,101 — 6,461 Deferred tax liability 333 80,860 2,300 (6,261 ) 77,232 Other non-current liabilities 37,441 25,175 18,140 — 80,756 Non-current intercompany liabilities 9,464 368,457 29,383 (407,304 ) — Total liabilities 2,170,835 1,817,401 243,149 (1,463,163 ) 2,768,222 Total inVentiv Health, Inc. stockholder’s deficit (615,181 ) 665,086 121,539 (786,625 ) (615,181 ) Noncontrolling interest — — 1,394 — 1,394 Total stockholder’s deficit (615,181 ) 665,086 122,933 (786,625 ) (613,787 ) Total liabilities and stockholder’s deficit $ 1,555,654 $ 2,482,487 $ 366,082 $ (2,249,788 ) $ 2,154,435 CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2015 (in thousands) inVentiv Guarantor Non- Guarantor Eliminations Total Net revenues $ — $ 408,448 $ 119,469 $ (6,507 ) $ 521,410 Reimbursed out-of-pocket expenses — 77,745 10,290 (104 ) 87,931 Total revenues — 486,193 129,759 (6,611 ) 609,341 Operating expenses: Cost of revenues — 271,754 70,895 (5,896 ) 336,753 Reimbursable out-of-pocket expenses — 77,745 10,290 (104 ) 87,931 Selling, general and administrative expenses 22,866 88,264 30,219 (611 ) 140,738 Allocation of intercompany costs (9,854 ) 7,886 1,968 — — Total operating expenses 13,012 445,649 113,372 (6,611 ) 565,422 Operating income (loss) (13,012 ) 40,544 16,387 — 43,919 Interest income (expense), net (44,994 ) (12,445 ) 145 — (57,294 ) Other income 11,318 — — — 11,318 Intercompany interest income (expense) 12,342 (12,025 ) (317 ) — — Income (loss) before income tax (provision) benefit and income (loss) from equity investments (34,346 ) 16,074 16,215 — (2,057 ) Income tax (provision) benefit — (1,488 ) (2,907 ) — (4,395 ) Income (loss) before income (loss) from equity investments (34,346 ) 14,586 13,308 — (6,452 ) Income (loss) from equity investments 27,658 10,728 — (38,384 ) 2 Net income (loss) (6,688 ) 25,314 13,308 (38,384 ) (6,450 ) Less: Net (income) loss attributable to the noncontrolling interest — — (238 ) — (238 ) Net income (loss) attributable to inVentiv Health, Inc. $ (6,688 ) $ 25,314 $ 13,070 $ (38,384 ) $ (6,688 ) CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2014 (in thousands) inVentiv Guarantor Non- Guarantor Eliminations Total Net revenues $ — $ 346,452 $ 122,277 $ (6,338 ) $ 462,391 Reimbursed out-of-pocket expenses — 49,283 13,207 (30 ) 62,460 Total revenues — 395,735 135,484 (6,368 ) 524,851 Operating expenses: Cost of revenues — 228,411 79,907 (5,929 ) 302,389 Reimbursable out-of-pocket expenses — 49,283 13,207 (30 ) 62,460 Selling, general and administrative expenses 13,892 89,727 37,643 (409 ) 140,853 Allocation of intercompany costs (11,743 ) 8,960 2,783 — — Total operating expenses 2,149 376,381 133,540 (6,368 ) 505,702 Operating income (loss) (2,149 ) 19,354 1,944 — 19,149 Loss on extinguishment of debt and refinancing costs (3,570 ) (6,492 ) — — (10,062 ) Interest income (expense), net (42,273 ) (12,759 ) 44 — (54,988 ) Intercompany interest income (expense) 10,767 (10,157 ) (610 ) — — Income (loss) before income tax (provision) benefit and income (loss) from equity investments (37,225 ) (10,054 ) 1,378 — (45,901 ) Income tax (provision) benefit — (893 ) (1,388 ) — (2,281 ) Income (loss) before income (loss) from equity investments (37,225 ) (10,947 ) (10 ) — (48,182 ) Income (loss) from equity investments (11,000 ) (286 ) — 11,252 (34 ) Net income (loss) (48,225 ) (11,233 ) (10 ) 11,252 (48,216 ) Less: Net (income) loss attributable to the noncontrolling interest — — (9 ) — (9 ) Net income (loss) attributable to inVentiv Health, Inc. $ (48,225 ) $ (11,233 ) $ (19 ) $ 11,252 $ (48,225 ) CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2015 (in thousands) inVentiv Guarantor Non- Guarantor Eliminations Total Net revenues $ — $ 1,138,337 $ 342,147 $ (18,680 ) $ 1,461,804 Reimbursed out-of-pocket expenses — 205,811 32,762 (242 ) 238,331 Total revenues — 1,344,148 374,909 (18,922 ) 1,700,135 Operating expenses: Cost of revenues — 750,784 212,579 (17,043 ) 946,320 Reimbursable out-of-pocket expenses — 205,811 32,762 (242 ) 238,331 Selling, general and administrative expenses 59,444 266,007 100,561 (1,637 ) 424,375 Allocation of intercompany costs (29,654 ) 23,765 5,889 — — Total operating expenses 29,790 1,246,367 351,791 (18,922 ) 1,609,026 Operating income (loss) (29,790 ) 97,781 23,118 — 91,109 Interest income (expense), net (134,399 ) (36,892 ) 414 — (170,877 ) Other income 11,318 — — — 11,318 Intercompany interest income (expense) 35,265 (34,551 ) (714 ) — — Income (loss) before income tax (provision) benefit and income (loss) from equity investments (117,606 ) 26,338 22,818 — (68,450 ) Income tax (provision) benefit — (6,113 ) (5,548 ) — (11,661 ) Income (loss) before income (loss) from equity investments (117,606 ) 20,225 17,270 — (80,111 ) Income (loss) from equity investments 35,602 11,382 — (48,273 ) (1,289 ) Net income (loss) (82,004 ) 31,607 17,270 (48,273 ) (81,400 ) Less: Net (income) loss attributable to the noncontrolling interest — — (604 ) — (604 ) Net income (loss) attributable to inVentiv Health, Inc. $ (82,004 ) $ 31,607 $ 16,666 $ (48,273 ) $ (82,004 ) CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2014 (in thousands) inVentiv Guarantor Non- Guarantor Eliminations Total Net revenues $ — $ 989,307 $ 376,158 $ (31,700 ) $ 1,333,765 Reimbursed out-of-pocket expenses — 143,347 39,739 (271 ) 182,815 Total revenues — 1,132,654 415,897 (31,971 ) 1,516,580 Operating expenses: Cost of revenues — 656,655 242,731 (30,027 ) 869,359 Reimbursable out-of-pocket expenses — 143,347 39,739 (271 ) 182,815 Selling, general and administrative expenses 31,693 282,328 112,841 (1,673 ) 425,189 Allocation of intercompany costs (35,229 ) 26,853 8,376 — — Total operating expenses (3,536 ) 1,109,183 403,687 (31,971 ) 1,477,363 Operating income (loss) 3,536 23,471 12,210 — 39,217 Loss on extinguishment of debt and refinancing costs (3,570 ) (6,492 ) — — (10,062 ) Interest income (expense), net (122,959 ) (38,000 ) 287 — (160,672 ) Intercompany interest income (expense) 31,265 (29,324 ) (1,941 ) — — Income (loss) before income tax (provision) benefit and income (loss) from equity investments (91,728 ) (50,345 ) 10,556 — (131,517 ) Income tax (provision) benefit (127 ) (6,584 ) (3,268 ) — (9,979 ) Income (loss) before income (loss) from equity investments (91,855 ) (56,929 ) 7,288 — (141,496 ) Income (loss) from equity investments (58,603 ) 3,617 — 54,716 (270 ) Income (loss) from continuing operations (150,458 ) (53,312 ) 7,288 54,716 (141,766 ) Net income (loss) from discontinued operations, net of tax — (8,163 ) — — (8,163 ) Net income (loss) (150,458 ) (61,475 ) 7,288 54,716 (149,929 ) Less: Net (income) loss attributable to the noncontrolling interest — — (529 ) — (529 ) Net income (loss) attributable to inVentiv Health, Inc. $ (150,458 ) $ (61,475 ) $ 6,759 $ 54,716 $ (150,458 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For the Three Months Ended September 30, 2015 (in thousands) inVentiv Guarantor Non- Guarantor Eliminations Total Net income (loss) $ (6,688 ) $ 25,314 $ 13,308 $ (38,384 ) $ (6,450 ) Other comprehensive income (loss): Foreign currency translation adjustment (4,390 ) (5,260 ) (3,272 ) 8,532 (4,390 ) Total other comprehensive income (loss) (4,390 ) (5,260 ) (3,272 ) 8,532 (4,390 ) Total comprehensive income (loss) (11,078 ) 20,054 10,036 (29,852 ) (10,840 ) Less: Net (income) loss attributable to the noncontrolling interest — — (238 ) — (238 ) Total comprehensive income (loss) attributable to inVentiv Health, Inc. $ (11,078 ) $ 20,054 $ 9,798 $ (29,852 ) $ (11,078 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For the Three Months Ended September 30, 2014 (in thousands) inVentiv Guarantor Non- Guarantor Eliminations Total Net income (loss) $ (48,225 ) $ (11,233 ) $ (10 ) $ 11,252 $ (48,216 ) Other comprehensive income (loss): Foreign currency translation adjustment (11,274 ) (8,724 ) (8,611 ) 17,335 (11,274 ) Total other comprehensive income (loss) (11,274 ) (8,724 ) (8,611 ) 17,335 (11,274 ) Total comprehensive income (loss) (59,499 ) (19,957 ) (8,621 ) 28,587 (59,490 ) Less: Net (income) loss attributable to the noncontrolling interest — — (9 ) — (9 ) Total comprehensive income (loss) attributable to inVentiv Health, Inc. $ (59,499 ) $ (19,957 ) $ (8,630 ) $ 28,587 $ (59,499 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For the Nine Months Ended September 30, 2015 (in thousands) inVentiv Guarantor Non- Guarantor Eliminations Total Net income (loss) $ (82,004 ) $ 31,607 $ 17,270 $ (48,273 ) $ (81,400 ) Other comprehensive income (loss): Foreign currency translation adjustment (5,617 ) (5,582 ) (4,687 ) 10,269 (5,617 ) Total other comprehensive income (loss) (5,617 ) (5,582 ) (4,687 ) 10,269 (5,617 ) Total comprehensive income (loss) (87,621 ) 26,025 12,583 (38,004 ) (87,017 ) Less: Net (income) loss attributable to the noncontrolling interest — — (604 ) — (604 ) Total comprehensive income (loss) attributable to inVentiv Health, Inc. $ (87,621 ) $ 26,025 $ 11,979 $ (38,004 ) $ (87,621 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For the Nine Months Ended September 30, 2014 (in thousands) inVentiv Guarantor Non- Guarantor Eliminations Total Net income (loss) $ (150,458 ) $ (61,475 ) $ 7,288 $ 54,716 $ (149,929 ) Other comprehensive income (loss): Foreign currency translation adjustment (8,584 ) (7,382 ) (7,459 ) 14,841 (8,584 ) Total other comprehensive income (loss) (8,584 ) (7,382 ) (7,459 ) 14,841 (8,584 ) Total comprehensive income (loss) (159,042 ) (68,857 ) (171 ) 69,557 (158,513 ) Less: Net (income) loss attributable to the noncontrolling interest — — (529 ) — (529 ) Total comprehensive income (loss) attributable to inVentiv Health, Inc. $ (159,042 ) $ (68,857 ) $ (700 ) $ 69,557 $ (159,042 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2015 (in thousands) inVentiv Guarantor Non- Guarantor– Subsidiaries Eliminations Total Cash flows from operating activities: Net cash provided by (used in) operating activities $ (113,073 ) $ 141,330 $ 37,789 $ (12,728 ) $ 53,318 Cash flows from investing activities: Purchases of property and equipment (8,530 ) (15,292 ) (4,797 ) — (28,619 ) Proceeds from sale of business 10,691 — — — 10,691 Proceeds from vehicle sales — 6,413 — — 6,413 Proceeds from life insurance distribution 1,800 — — — 1,800 Return of (disbursements for) investments 224 — — — 224 Intercompany transfers 159,339 3,408 — (162,747 ) — Other, net 17 5,271 (305 ) — 4,983 Net cash provided by (used in) investing activities 163,541 (200 ) (5,102 ) (162,747 ) (4,508 ) Cash flows from financing activities: Repayments on capital leases — (19,863 ) (311 ) — (20,174 ) Borrowings under line of credit 153,000 — — — 153,000 Repayments on line of credit (153,000 ) — — — (153,000 ) Payment on installment note related to acquisition (1,750 ) — — — (1,750 ) Payment of debt issuance costs (324 ) — — — (324 ) Repayment of other financing arrangements (2,175 ) (352 ) — — (2,527 ) Intercompany transfers — (124,354 ) 1,451 122,903 — Other, net (353 ) — (576 ) — (929 ) Net cash provided by (used in) financing activities (4,602 ) (144,569 ) 564 122,903 (25,704 ) Effects of foreign currency exchange rate changes on cash — — (159 ) — (159 ) Net increase (decrease) in cash and cash equivalents 45,866 (3,439 ) 33,092 (52,572 ) 22,947 Cash and cash equivalents, beginning of period 19,643 3,439 86,014 (52,037 ) 57,059 Cash and cash equivalents, end of period $ 65,509 $ — $ 119,106 $ (104,609 ) $ 80,006 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2014 (in thousands) inVentiv Guarantor Non- Guarantor– Subsidiaries Eliminations Total Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (143,327 ) $ 60,391 $ 4,090 $ — $ (78,846 ) Net cash provided by (used in) discontinued operations — (7,435 ) — — (7,435 ) Net cash provided by (used in) operating activities (143,327 ) 52,956 4,090 — (86,281 ) Cash flows from investing activities: Purchases of property and equipment (9,760 ) (10,115 ) (4,375 ) — (24,250 ) Proceeds from vehicle sales — 3,785 — — 3,785 Return of (disbursements for) investments (2,625 ) — — — (2,625 ) Intercompany transfers 86,267 25,568 — (111,835 ) — Other, net (62 ) 3,268 — — 3,206 Net cash provided by (used in) investing activities 73,820 22,506 (4,375 ) (111,835 ) (19,884 ) Cash flows from financing activities: Repayments on capital leases — (12,073 ) (132 ) — (12,205 ) Borrowings under line of credit 262,000 — — — 262,000 Repayments on line of credit (262,000 ) — — — (262,000 ) Payment on installment note related to acquisition (1,500 ) — — — (1,500 ) Proceeds from issuances of debt 50,000 — — — 50,000 Payments of debt issuance costs (2,319 ) — — — (2,319 ) Repayment of debt and other financing arrangements (2,821 ) (704 ) — — (3,525 ) Intercompany transfers — (75,654 ) 1,817 73,837 — Other, net 154 — (584 ) — (430 ) Net cash provided by (used in) financing activities 43,514 (88,431 ) 1,101 73,837 30,021 Effects of foreign currency exchange rate changes on cash — — (5,291 ) — (5,291 ) Net increase (decrease) in cash and cash equivalents (25,993 ) (12,969 ) (4,475 ) (37,998 ) (81,435 ) Cash and cash equivalents, beginning of period 33,176 19,838 98,457 (35,244 ) 116,227 Cash and cash equivalents, end of period $ 7,183 $ 6,869 $ 93,982 $ (73,242 ) $ 34,792 |