Supplemental Guarantor Financial Statements | Note 9—Supplemental Guarantor Financial Statements On July 8, 2015, the Company issued $600.0 million aggregate principal amount of 5.875% Senior Notes due 2023 (the “Senior Notes”). The Senior Notes are jointly and severally and fully and unconditionally guaranteed, in each case subject to certain customary release provisions, by substantially all wholly-owned domestic subsidiaries of the Company that guarantee the Company’s Amended Senior Secured Credit Agreement (collectively “Guarantors”). All of the Guarantors are 100% owned by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the Senior Notes (“Non-Guarantors”). The Guarantors also unconditionally guarantee the Amended Senior Secured Credit Agreement. There are no significant restrictions on the ability of the Company or any of the subsidiaries that are Guarantors to obtain funds from its subsidiaries by dividend or loan. During the three months ended March 31, 2017, the Company added certain U.S. subsidiaries as Guarantors to the Senior Notes. The condensed consolidating balance sheet as of December 31, 2016 below reflects the addition of these entities as Guarantor Subsidiaries. Condensed consolidating financial information as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands): June 30, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 18,438 $ 71,932 $ — $ 90,370 Accounts receivable, net — 168,940 66,871 — 235,811 Prepaid expenses and other current assets — 19,803 13,072 — 32,875 Prepaid income taxes — 16,039 1,993 — 18,032 Restricted cash — 1,743 137 — 1,880 Net property, plant and equipment — 62,813 38,095 — 100,908 Investment in subsidiaries 3,087,894 853,526 — (3,941,420 ) — Intercompany receivables — 193,625 68,418 (262,043 ) — Deferred income taxes, long-term — — 2,136 — 2,136 Goodwill, intangible and other assets, net — 3,944,982 1,191,407 — 5,136,389 Total assets $ 3,087,894 $ 5,279,909 $ 1,454,061 $ (4,203,463 ) $ 5,618,401 Current portion of long-term debt — 14,432 22,751 — 37,183 Accounts payable — 23,171 9,497 — 32,668 Accrued expenses 16,156 62,368 41,522 — 120,046 Deferred revenue — 206,068 28,009 — 234,077 Long-term debt, net of current portion 600,000 1,377,619 284,172 — 2,261,791 Other long-term liabilities — 47,656 34,114 — 81,770 Intercompany payables 53,560 68,418 140,065 (262,043 ) — Deferred income taxes, long-term — 392,283 40,405 — 432,688 Total liabilities 669,716 2,192,015 600,535 (262,043 ) 3,200,223 Total stockholders’ equity 2,418,178 3,087,894 853,526 (3,941,420 ) 2,418,178 Total liabilities and stockholders’ equity $ 3,087,894 $ 5,279,909 $ 1,454,061 $ (4,203,463 ) $ 5,618,401 December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 33,723 $ 83,835 $ — $ 117,558 Accounts receivable, net — 174,927 66,380 — 241,307 Prepaid expenses and other current assets — 18,129 12,990 — 31,119 Prepaid income taxes — 21,600 1,412 — 23,012 Restricted cash — 1,788 328 — 2,116 Net property, plant and equipment — 42,358 38,037 — 80,395 Investment in subsidiaries 2,910,669 769,716 — (3,680,385 ) — Intercompany receivables — 162,791 39,894 (202,685 ) — Deferred income taxes, long-term — — 2,410 — 2,410 Goodwill, intangible and other assets, net — 4,021,445 1,187,609 — 5,209,054 Total assets $ 2,910,669 $ 5,246,477 $ 1,432,895 $ (3,883,070 ) $ 5,706,971 Current portion of long-term debt — 108,989 17,155 — 126,144 Accounts payable — 10,714 5,776 — 16,490 Accrued expenses 16,155 109,746 53,395 — 179,296 Income taxes payable — — 3,473 — 3,473 Deferred revenue — 212,890 22,332 — 235,222 Long-term debt, net of current portion 600,000 1,416,695 358,291 — 2,374,986 Other long-term liabilities — 29,827 29,400 — 59,227 Intercompany payables 35,936 39,894 126,855 (202,685 ) — Deferred income taxes, long-term — 407,053 46,502 — 453,555 Total liabilities 652,091 2,335,808 663,179 (202,685 ) 3,448,393 Total stockholders’ equity 2,258,578 2,910,669 769,716 (3,680,385 ) 2,258,578 Total liabilities and stockholders’ equity $ 2,910,669 $ 5,246,477 $ 1,432,895 $ (3,883,070 ) $ 5,706,971 For the Three Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 290,036 $ 121,432 $ (488 ) $ 410,980 Cost of revenues — 150,783 73,397 (488 ) 223,692 Gross profit — 139,253 48,035 — 187,288 Operating expenses: Selling and marketing — 22,708 7,413 — 30,121 Research and development — 27,227 11,852 — 39,079 General and administrative — 19,772 8,331 — 28,103 Total operating expenses — 69,707 27,596 — 97,303 Operating income — 69,546 20,439 — 89,985 Interest expense, net (8,812 ) (13,018 ) (4,465 ) — (26,295 ) Other (expense) income, net — (15,448 ) 14,251 — (1,197 ) Earnings from subsidiaries 59,963 26,063 — (86,026 ) — Income before income taxes 51,151 67,143 30,225 (86,026 ) 62,493 Provision for income taxes — 7,180 4,162 — 11,342 Net income $ 51,151 $ 59,963 $ 26,063 $ (86,026 ) $ 51,151 Other comprehensive income, net of tax: Foreign currency exchange translation adjustment 20,966 20,966 18,898 (39,864 ) 20,966 Comprehensive income $ 72,117 $ 80,929 $ 44,961 $ (125,890 ) $ 72,117 For the Three Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 257,316 $ 116,184 $ (423 ) $ 373,077 Cost of revenues — 138,262 72,640 (423 ) 210,479 Gross profit — 119,054 43,544 — 162,598 Operating expenses: Selling and marketing — 21,118 7,417 — 28,535 Research and development — 28,853 11,974 — 40,827 General and administrative — 18,602 8,597 — 27,199 Total operating expenses — 68,573 27,988 — 96,561 Operating income — 50,481 15,556 — 66,037 Interest expense, net (8,813 ) (17,548 ) (6,485 ) — (32,846 ) Other (expense) income, net — (17,617 ) 17,629 — 12 Earnings from subsidiaries 37,034 23,523 — (60,557 ) — Income before income taxes 28,221 38,839 26,700 (60,557 ) 33,203 Provision for income taxes — 1,805 3,177 — 4,982 Net income $ 28,221 $ 37,034 $ 23,523 $ (60,557 ) $ 28,221 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (26,793 ) (26,793 ) (27,221 ) 54,014 (26,793 ) Comprehensive income (loss) $ 1,428 $ 10,241 $ (3,698 ) $ (6,543 ) $ 1,428 For the Six Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 576,069 $ 243,532 $ (922 ) $ 818,679 Cost of revenues — 295,539 146,534 (922 ) 441,151 Gross profit — 280,530 96,998 — 377,528 Operating expenses: Selling and marketing — 45,334 15,029 — 60,363 Research and development — 54,396 23,132 — 77,528 General and administrative — 42,380 17,555 — 59,935 Total operating expenses — 142,110 55,716 — 197,826 Operating income — 138,420 41,282 — 179,702 Interest expense, net (17,626 ) (28,020 ) (9,669 ) — (55,315 ) Other (expense) income, net — (33,179 ) 31,911 — (1,268 ) Loss on extinguishment of debt — (1,743 ) (583 ) — (2,326 ) Earnings from subsidiaries 116,924 54,692 — (171,616 ) — Income before income taxes 99,298 130,170 62,941 (171,616 ) 120,793 Provision for income taxes — 13,246 8,249 — 21,495 Net income $ 99,298 $ 116,924 $ 54,692 $ (171,616 ) $ 99,298 Other comprehensive income, net of tax: Foreign currency exchange translation adjustment 31,745 31,745 29,007 (60,752 ) 31,745 Comprehensive income $ 131,043 $ 148,669 $ 83,699 $ (232,368 ) $ 131,043 For the Six Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 476,305 $ 221,768 $ (865 ) $ 697,208 Cost of revenues — 251,764 136,264 (865 ) 387,163 Gross profit — 224,541 85,504 — 310,045 Operating expenses: Selling and marketing — 43,865 14,531 — 58,396 Research and development — 54,218 23,056 — 77,274 General and administrative — 41,081 16,813 — 57,894 Total operating expenses — 139,164 54,400 — 193,564 Operating income — 85,377 31,104 — 116,481 Interest expense, net (17,461 ) (35,466 ) (13,008 ) — (65,935 ) Other (expense) income, net — (32,017 ) 30,182 — (1,835 ) Earnings from subsidiaries 52,687 41,360 — (94,047 ) — Income before income taxes 35,226 59,254 48,278 (94,047 ) 48,711 Provision for income taxes — 6,567 6,918 — 13,485 Net income $ 35,226 $ 52,687 $ 41,360 $ (94,047 ) $ 35,226 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (17,472 ) (17,472 ) (22,449 ) 39,921 (17,472 ) Comprehensive income $ 17,754 $ 35,215 $ 18,911 $ (54,126 ) $ 17,754 For the Six Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 99,298 $ 116,924 $ 54,692 $ (171,616 ) $ 99,298 Non-cash adjustments — 100,927 32,068 — 132,995 Intercompany transactions 17,626 4,012 (21,638 ) — — Earnings from subsidiaries (116,924 ) (54,692 ) — 171,616 — Changes in operating assets and liabilities — (33,169 ) (5,303 ) — (38,472 ) Net cash provided by operating activities — 134,002 59,819 — 193,821 Cash Flow from Investment Activities: Additions to property and equipment — (16,021 ) (3,347 ) — (19,368 ) Proceeds from sale of property and equipment — 1 — — 1 Cash paid for business acquisitions, net of cash acquired — 1,802 3 — 1,805 Additions to capitalized software — (4,078 ) (1,558 ) — (5,636 ) Net cash used in investing activities — (18,296 ) (4,902 ) — (23,198 ) Cash Flow from Financing Activities: Cash received from debt borrowings — 45,000 — — 45,000 Repayments of debt — (183,200 ) (70,200 ) — (253,400 ) Transactions involving Holding's common stock — 7,279 (2 ) — 7,277 Intercompany transactions — (115 ) 115 — — Net cash used in financing activities — (131,036 ) (70,087 ) — (201,123 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 3,076 — 3,076 Net decrease in cash, cash equivalents and restricted cash — (15,330 ) (12,094 ) — (27,424 ) Cash, cash equivalents and restricted cash, beginning of period — 35,511 84,163 — 119,674 Cash, cash equivalents and restricted cash, end of period $ — $ 20,181 $ 72,069 $ — $ 92,250 For the Six Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 35,226 $ 52,687 $ 41,360 $ (94,047 ) $ 35,226 Non-cash adjustments — 70,450 29,806 — 100,256 Intercompany transactions 18,310 (11,902 ) (6,408 ) — — Earnings from subsidiaries (52,687 ) (41,360 ) — 94,047 — Changes in operating assets and liabilities (849 ) 14,399 (9,696 ) — 3,854 Net cash provided by operating activities — 84,274 55,062 — 139,336 Cash Flow from Investment Activities: Additions to property and equipment — (5,080 ) (8,513 ) — (13,593 ) Proceeds from sale of property and equipment — 95 (52 ) — 43 Cash paid for business acquisitions, net of cash acquired — (219,276 ) (98,278 ) — (317,554 ) Additions to capitalized software — (1,879 ) (1,427 ) — (3,306 ) Purchase of long-term investment — (1,000 ) — — (1,000 ) Net cash used in investing activities — (227,140 ) (108,270 ) — (335,410 ) Cash Flow from Financing Activities: Repayments of debt — (115,500 ) (39,825 ) — (155,325 ) Transactions involving Holding's common stock — 13,556 — — 13,556 Intercompany transactions — (90,798 ) 90,798 — — Payment of fees related to refinancing activities — (222 ) — — (222 ) Net cash (used in) provided by financing activities — (192,964 ) 50,973 — (141,991 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (872 ) — (872 ) Net decrease in cash, cash equivalents and restricted cash — (335,830 ) (3,107 ) — (338,937 ) Cash, cash equivalents and restricted cash, beginning of period — 363,073 73,904 — 436,977 Cash, cash equivalents and restricted cash, end of period $ — $ 27,243 $ 70,797 $ — $ 98,040 |