Guarantor Financial Information | 15. Guarantor Financial Information Borrowings under each of our Senior Secured Credit Facilities, ABL Facility, Senior Secured Notes, Junior Lien Secured Notes and Senior Unsecured Notes are guaranteed by certain of the Company’s domestic wholly-owned subsidiaries (the “Guarantor 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 Unsecured 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 March 31, 2015 condensed 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. The aforementioned items have been corrected in the condensed consolidating statements of cash flows for the three months ended March 31, 2015. The corrections had no impact on the Company’s consolidated financial position, results of operations or cash flows. 15. Guarantor Financial Information (Continued) CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION At March 31, 2016 (in thousands, except share and per share amounts) inVentiv Guarantor Non-Guarantor Health, Inc. Subsidiaries Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 27,758 — $ 136,644 $ (87,289 ) $ 77,113 Restricted cash 1,716 — 838 — 2,554 Accounts receivable, net of allowances for doubtful accounts — 266,930 61,396 — 328,326 Unbilled services — 223,422 38,301 — 261,723 Intercompany receivables 504,621 825,469 84,860 (1,414,950 ) — Prepaid expenses and other current assets 7,364 19,001 18,694 — 45,059 Income tax receivable 26 — 996 — 1,022 Total current assets 541,485 1,334,822 341,729 (1,502,239 ) 715,797 Property and equipment, net 21,369 98,916 18,887 — 139,172 Goodwill — 855,317 41,448 — 896,765 Intangible assets, net — 319,311 6,608 — 325,919 Non-current deferred tax assets — — 10,421 — 10,421 Other assets 20,331 4,330 15,060 — 39,721 Non-current intercompany receivables 429,168 28,867 — (458,035 ) — Investment in consolidated subsidiaries 700,686 107,127 — (807,813 ) — Total assets $ 1,713,039 $ 2,748,690 $ 434,153 $ (2,768,087 ) $ 2,127,795 LIABILITIES AND STOCKHOLDER’S (DEFICIT) EQUITY Current liabilities: Current portion of capital lease obligations and other financing arrangements $ 1,429 $ 23,831 $ 79,265 $ (79,229 ) $ 25,296 Accrued payroll, accounts payable and accrued expenses 78,168 182,536 66,304 (8,060 ) 318,948 Intercompany payables 857,790 537,244 19,916 (1,414,950 ) — Income taxes payable — 449 3,380 — 3,829 Deferred revenue and client advances — 189,789 56,832 — 246,621 Total current liabilities 937,387 933,849 225,697 (1,502,239 ) 594,694 Capital lease obligations, net of current portion — 45,512 13 — 45,525 Long-term debt, net of current portion 1,547,653 569,479 — — 2,117,132 Non-current income tax liability — 4,807 2,760 — 7,567 Deferred tax liability 74 77,854 1,178 — 79,106 Other non-current liabilities 12,902 31,599 22,249 — 66,750 Non-current intercompany liabilities — 429,157 28,878 (458,035 ) — Total liabilities 2,498,016 2,092,257 280,775 (1,960,274 ) 2,910,774 Total inVentiv Health, Inc. stockholder’s deficit (784,977 ) 656,433 151,380 (807,813 ) (784,977 ) Noncontrolling interest — — 1,998 — 1,998 Total stockholder’s deficit (784,977 ) 656,433 153,378 (807,813 ) (782,979 ) Total liabilities and stockholder’s deficit $ 1,713,039 $ 2,748,690 $ 434,153 $ (2,768,087 ) $ 2,127,795 15. Guarantor Financial Information (Continued) CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION At December 31, 2015 (in thousands, except share and per share amounts) inVentiv Guarantor Non-Guarantor Health, Inc. Subsidiaries Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 55,226 — $ 148,970 $ (82,879 ) $ 121,317 Restricted cash 226 — 1,381 — 1,607 Accounts receivable, net of allowances for doubtful accounts — 292,548 66,533 — 359,081 Unbilled services — 174,070 33,395 — 207,465 Intercompany receivables 529,457 840,499 18,211 (1,388,167 ) — Prepaid expenses and other current assets 8,839 11,401 22,690 — 42,930 Income tax receivable 104 — 1,076 (104 ) 1,076 Total current assets 593,852 1,318,518 292,256 (1,471,150 ) 733,476 Property and equipment, net 23,227 101,507 17,298 — 142,032 Goodwill — 855,317 40,052 — 895,369 Intangible assets, net — 328,239 6,407 — 334,646 Non-current deferred tax assets — — 10,032 — 10,032 Other assets 19,084 4,491 13,559 — 37,134 Non-current intercompany receivables 416,161 29,235 35,021 (480,417 ) — Investment in consolidated subsidiaries 676,479 93,191 — (769,670 ) — Total assets $ 1,728,803 $ 2,730,498 $ 414,625 $ (2,721,237 ) $ 2,152,689 LIABILITIES AND STOCKHOLDER’S (DEFICIT) EQUITY Current liabilities: Current portion of capital lease obligations and other financing arrangements $ 1,936 $ 21,324 $ 73,355 $ (73,282 ) $ 23,333 Accrued payroll, accounts payable and accrued expenses 71,953 200,063 71,307 (9,597 ) 333,726 Intercompany payables 820,965 542,500 24,702 (1,388,167 ) — Income taxes payable — 165 5,423 (104 ) 5,484 Deferred revenue and client advances — 190,828 55,828 — 246,656 Total current liabilities 894,854 954,880 230,615 (1,471,150 ) 609,199 Capital lease obligations, net of current portion — 45,247 11 — 45,258 Long-term debt, net of current portion 1,533,197 568,688 — — 2,101,885 Non-current income tax liability — 4,806 1,136 — 5,942 Deferred tax liability 74 73,047 239 — 73,360 Other non-current liabilities 38,494 30,896 18,763 — 88,153 Non-current intercompany liabilities 34,920 416,260 29,237 (480,417 ) — Total liabilities 2,501,539 2,093,824 280,001 (1,951,567 ) 2,923,797 Total inVentiv Health, Inc. stockholder’s deficit (772,736 ) 636,674 132,996 (769,670 ) (772,736 ) Noncontrolling interest — — 1,628 — 1,628 Total stockholder’s deficit (772,736 ) 636,674 134,624 (769,670 ) (771,108 ) Total liabilities and stockholder’s deficit $ 1,728,803 $ 2,730,498 $ 414,625 $ (2,721,237 ) $ 2,152,689 15. Guarantor Financial Information (Continued) CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2016 (in thousands) inVentiv Guarantor Non-Guarantor Health, Inc. Subsidiaries Subsidiaries Eliminations Total Net revenues $ — $ 419,336 $ 129,933 $ (7,973 ) $ 541,296 Reimbursed out-of-pocket expenses — 83,818 7,214 (49 ) 90,983 Total revenues — 503,154 137,147 (8,022 ) 632,279 Operating expenses: Cost of revenues — 300,392 79,298 (7,314 ) 372,376 Reimbursable out-of-pocket expenses — 83,818 7,214 (49 ) 90,983 Selling, general and administrative expenses 21,129 71,369 31,917 (659 ) 123,756 Allocation of intercompany costs (13,899 ) 10,915 2,984 — — Total operating expenses 7,230 466,494 121,413 (8,022 ) 587,115 Operating income (loss) (7,230 ) 36,660 15,734 — 45,164 Gain on extinguishment of debt 221 — — — 221 Interest income (expense), net (43,831 ) (12,277 ) 255 — (55,853 ) Intercompany interest income (expense) 12,975 (12,715 ) (260 ) — — Income (loss) before income tax (provision) benefit and income (loss) from equity investments (37,865 ) 11,668 15,729 — (10,468 ) Income tax (provision) benefit — (5,145 ) (3,031 ) — (8,176 ) Income (loss) before income (loss) from equity investments (37,865 ) 6,523 12,698 — (18,644 ) Income (loss) from equity investments 18,788 10,574 — (29,357 ) 5 Net income (loss) (19,077 ) 17,097 12,698 (29,357 ) (18,639 ) Less: Net (income) loss attributable to the noncontrolling interest — — (438 ) — (438 ) Net income (loss) attributable to inVentiv Health, Inc. $ (19,077 ) $ 17,097 $ 12,260 $ (29,357 ) $ (19,077 ) 15. Guarantor Financial Information (Continued) CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2015 (in thousands) inVentiv Guarantor Non-Guarantor Health, Inc. Subsidiaries Subsidiaries Eliminations Total Net revenues $ — $ 346,981 $ 109,751 $ (5,755 ) $ 450,977 Reimbursed out-of-pocket expenses — 59,616 7,783 (76 ) 67,323 Total revenues — 406,597 117,534 (5,831 ) 518,300 Operating expenses: Cost of revenues — 236,463 69,304 (5,262 ) 300,505 Reimbursable out-of-pocket expenses — 59,616 7,783 (76 ) 67,323 Selling, general and administrative expenses 16,087 84,539 32,781 (493 ) 132,914 Allocation of intercompany costs (9,900 ) 7,944 1,956 — — Total operating expenses 6,187 388,562 111,824 (5,831 ) 500,742 Operating income (loss) (6,187 ) 18,035 5,710 — 17,558 Interest income (expense), net (44,398 ) (12,169 ) 104 — (56,463 ) Intercompany interest income (expense) 11,122 (10,972 ) (150 ) — — Income (loss) before income tax (provision) benefit and income (loss) from equity investments (39,463 ) (5,106 ) 5,664 — (38,905 ) Income tax (provision) benefit — (2,975 ) (1,553 ) — (4,528 ) Income (loss) before income (loss) from equity investments (39,463 ) (8,081 ) 4,111 — (43,433 ) Income (loss) from equity investments (5,622 ) 1,630 — 2,463 (1,529 ) Net income (loss) (45,085 ) (6,451 ) 4,111 2,463 (44,962 ) Less: Net (income) loss attributable to the noncontrolling interest — — (123 ) — (123 ) Net income (loss) attributable to inVentiv Health, Inc. $ (45,085 ) $ (6,451 ) $ 3,988 $ 2,463 $ (45,085 ) 15. Guarantor Financial Information (Continued) CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS Three Months Ended March 31, 2016 (in thousands) inVentiv Guarantor Non-Guarantor Health, Inc. Subsidiaries Subsidiaries Eliminations Total Net Income (loss) $ (19,077 ) $ 17,097 $ 12,698 $ (29,357 ) $ (18,639 ) Other comprehensive income (loss): Foreign currency translation adjustment 5,419 2,662 6,119 (8,781 ) 5,419 Total other comprehensive income (loss) 5,419 2,662 6,119 (8,781 ) 5,419 Total comprehensive income (loss) (13,658 ) 19,759 18,817 (38,138 ) (13,220 ) Less: Comprehensive (income) loss attributable to the noncontrolling interest — — (438 ) — (438 ) Total comprehensive income (loss) attributable to inVentiv Health, Inc. $ (13,658 ) $ 19,759 $ 18,379 $ (38,138 ) $ (13,658 ) 15. Guarantor Financial Information (Continued) CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS Three Months Ended March 31, 2015 (in thousands) inVentiv Guarantor Non-Guarantor Health, Inc. Subsidiaries Subsidiaries Eliminations Total Net Income (loss) $ (45,085 ) $ (6,451 ) $ 4,111 $ 2,463 $ (44,962 ) Other comprehensive income (loss): Foreign currency translation adjustment (5,445 ) (5,435 ) (4,011 ) 9,446 (5,445 ) Total other comprehensive income (loss) (5,445 ) (5,435 ) (4,011 ) 9,446 (5,445 ) Total comprehensive income (loss) (50,530 ) (11,886 ) 100 11,909 (50,407 ) Less: Comprehensive (income) loss attributable to the noncontrolling interest — — (123 ) — (123 ) Total comprehensive income (loss) attributable to inVentiv Health, Inc. $ (50,530 ) $ (11,886 ) $ (23 ) $ 11,909 $ (50,530 ) 15. Guarantor Financial Information (Continued) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2016 (in thousands) inVentiv Guarantor Non-Guarantor Health, Inc. Subsidiaries Subsidiaries Eliminations Total Cash flows from operating activities: Net cash provided by (used in) operating activities $ (36,631 ) $ 15,585 $ 19,486 $ (8,060 ) $ (9,620 ) Cash flows from investing activities: Purchases of property and equipment (1,811 ) (1,401 ) (2,958 ) — (6,170 ) Proceeds from vehicle sales and rebates on vehicle leases — 3,979 — — 3,979 Intercompany transfers 37,937 17,988 — (55,925 ) — Other, net (1,491 ) — 525 — (966 ) Net cash provided by (used in) investing activities 34,635 20,566 (2,433 ) (55,925 ) (3,157 ) Cash flows from financing activities: Repayments on capital leases and other financing arrangements (972 ) (7,896 ) (39 ) — (8,907 ) Repurchase of Notes (22,790 ) — — — (22,790 ) Payment on installment note and contingent consideration related to acquisition (2,174 ) — — — (2,174 ) Intercompany transfers — (28,255 ) (31,320 ) 59,575 — Other, net 464 — (68 ) — 396 Net cash provided by (used in) financing activities (25,472 ) (36,151 ) (31,427 ) 59,575 (33,475 ) Effects of foreign currency exchange rate changes on cash — — 2,048 — 2,048 Net increase (decrease) in cash and cash equivalents (27,468 ) — (12,326 ) (4,410 ) (44,204 ) Cash and cash equivalents, beginning of period 55,226 — 148,970 (82,879 ) 121,317 Cash and cash equivalents, end of period $ 27,758 $ — $ 136,644 $ (87,289 ) $ 77,113 15. Guarantor Financial Information (Continued) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2015 (in thousands) inVentiv Guarantor Non-Guarantor Health, Inc. Subsidiaries Subsidiaries Eliminations Total Cash flows from operating activities: Net cash provided by (used in) operating activities $ (37,855 ) $ 37,407 $ 8,984 $ (6,385 ) $ 2,151 Cash flows from investing activities: Purchases of property and equipment (2,777 ) (5,199 ) (1,823 ) — (9,799 ) Proceeds from vehicle sales and rebates on vehicle leases — 3,093 — — 3,093 Intercompany transfers 51,656 — — (51,656 ) — Other, net (238 ) — — — (238 ) Net cash provided by (used in) investing activities 48,641 (2,106 ) (1,823 ) (51,656 ) (6,944 ) Cash flows from financing activities: Repayments on capital leases and other financing arrangements (983 ) (7,816 ) (125 ) — (8,924 ) Borrowings under line of credit 17,000 — — — 17,000 Repayments on line of credit (17,000 ) — — — (17,000 ) Payment on installment note and contingent consideration related to acquisition (1,917 ) — — — (1,917 ) Intercompany transfers — (30,924 ) 6,980 23,944 — Other, net 93 — (68 ) — 25 Net cash provided by (used in) financing activities (2,807 ) (38,740 ) 6,787 23,944 (10,816 ) Effects of foreign currency exchange rate changes on cash — — (2,797 ) — (2,797 ) Net increase (decrease) in cash and cash equivalents 7,979 (3,439 ) 11,151 (34,097 ) (18,406 ) Cash and cash equivalents, beginning of period 19,643 3,439 86,014 (52,037 ) 57,059 Cash and cash equivalents, end of period $ 27,622 $ — $ 97,165 $ (86,134 ) $ 38,653 |