Supplemental Guarantor Financial Statements | Note 10—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. Condensed consolidating financial information as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands): March 31, 2018 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 10,952 $ 63,125 $ — $ 74,077 Accounts receivable, net — 177,378 86,698 — 264,076 Contract asset — 11,156 786 — 11,942 Prepaid expenses and other current assets — 16,100 19,459 — 35,559 Restricted cash — 543 — — 543 Net property, plant and equipment — 61,058 40,936 — 101,994 Investment in subsidiaries 3,512,062 982,351 — (4,494,413 ) — Intercompany receivables — 265,532 116,137 (381,669 ) — Deferred income taxes, long-term — — 2,041 — 2,041 Long-term contract asset — 21,406 670 — 22,076 Goodwill, intangible and other assets, net — 3,836,385 1,200,891 — 5,037,276 Total assets $ 3,512,062 $ 5,382,861 $ 1,530,743 $ (4,876,082 ) $ 5,549,584 Current portion of long-term debt — 12,199 25,139 — 37,338 Accounts payable — 8,441 9,196 — 17,637 Accrued expenses 7,344 57,597 45,747 — 110,688 Income taxes payable — 13,140 3,042 — 16,182 Deferred revenue — 163,056 29,968 — 193,024 Long-term debt, net of current portion 600,000 1,154,848 194,384 — 1,949,232 Other long-term liabilities — 83,125 37,496 — 120,621 Intercompany payables 88,810 116,137 176,722 (381,669 ) — Deferred income taxes, long-term — 262,256 26,698 — 288,954 Total liabilities 696,154 1,870,799 548,392 (381,669 ) 2,733,676 Total stockholders’ equity 2,815,908 3,512,062 982,351 (4,494,413 ) 2,815,908 Total liabilities and stockholders’ equity $ 3,512,062 $ 5,382,861 $ 1,530,743 $ (4,876,082 ) $ 5,549,584 December 31, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 21,191 $ 42,866 $ — $ 64,057 Accounts receivable, net — 173,997 69,903 — 243,900 Prepaid expenses and other current assets — 19,770 18,972 — 38,742 Prepaid income taxes — 6,366 5,800 — 12,166 Restricted cash — 592 — — 592 Net property, plant and equipment — 60,774 40,182 — 100,956 Investment in subsidiaries 3,373,730 938,794 — (4,312,524 ) — Intercompany receivables — 199,503 74,005 (273,508 ) — Deferred income taxes, long-term — — 2,324 — 2,324 Goodwill, intangible and other assets, net — 3,871,503 1,205,276 — 5,076,779 Total assets $ 3,373,730 $ 5,292,490 $ 1,459,328 $ (4,586,032 ) $ 5,539,516 Current portion of long-term debt — 12,626 25,237 — 37,863 Accounts payable — 19,223 7,864 — 27,087 Accrued expenses 16,157 96,540 55,381 — 168,078 Income taxes payable — — 6,031 — 6,031 Deferred revenue — 182,181 22,420 — 204,601 Long-term debt, net of current portion 600,000 1,197,576 209,756 — 2,007,332 Other long-term liabilities — 82,239 36,440 — 118,679 Intercompany payables 71,185 74,005 128,318 (273,508 ) — Deferred income taxes, long-term — 254,370 29,087 — 283,457 Total liabilities 687,342 1,918,760 520,534 (273,508 ) 2,853,128 Total stockholders’ equity 2,686,388 3,373,730 938,794 (4,312,524 ) 2,686,388 Total liabilities and stockholders’ equity $ 3,373,730 $ 5,292,490 $ 1,459,328 $ (4,586,032 ) $ 5,539,516 For the Three Months Ended March 31, 2018 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 287,651 $ 134,453 $ (175 ) $ 421,929 Cost of revenues — 149,678 80,077 (175 ) 229,580 Gross profit — 137,973 54,376 — 192,349 Operating expenses: Selling and marketing — 22,025 9,125 — 31,150 Research and development — 27,289 11,630 — 38,919 General and administrative — 26,690 8,743 — 35,433 Total operating expenses — 76,004 29,498 — 105,502 Operating income — 61,969 24,878 — 86,847 Interest expense, net (8,813 ) (12,267 ) (4,274 ) — (25,354 ) Other (expense) income, net — (18,846 ) 19,284 — 438 Earnings from subsidiaries 60,063 33,480 — (93,543 ) — Income before income taxes 51,250 64,336 39,888 (93,543 ) 61,931 Provision for income taxes — 4,273 6,408 — 10,681 Net income $ 51,250 $ 60,063 $ 33,480 $ (93,543 ) $ 51,250 Other comprehensive income, net of tax: Foreign currency exchange translation adjustment 5,217 5,217 7,386 (12,603 ) 5,217 Comprehensive income $ 56,467 $ 65,280 $ 40,866 $ (106,146 ) $ 56,467 For the Three Months Ended March 31, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 286,034 $ 122,100 $ (435 ) $ 407,699 Cost of revenues — 144,757 73,137 (435 ) 217,459 Gross profit — 141,277 48,963 — 190,240 Operating expenses: Selling and marketing — 22,625 7,617 — 30,242 Research and development — 27,169 11,280 — 38,449 General and administrative — 22,608 9,224 — 31,832 Total operating expenses — 72,402 28,121 — 100,523 Operating income — 68,875 20,842 — 89,717 Interest expense, net (8,813 ) (15,004 ) (5,203 ) — (29,020 ) Other (expense) income, net — (17,731 ) 17,660 — (71 ) Loss on extinguishment of debt — (1,743 ) (583 ) — (2,326 ) Earnings from subsidiaries 56,960 28,629 — (85,589 ) — Income before income taxes 48,147 63,026 32,716 (85,589 ) 58,300 Provision for income taxes — 6,066 4,087 — 10,153 Net income $ 48,147 $ 56,960 $ 28,629 $ (85,589 ) $ 48,147 Other comprehensive income, net of tax: Foreign currency exchange translation adjustment 10,779 10,779 10,109 (20,888 ) 10,779 Comprehensive income $ 58,926 $ 67,739 $ 38,738 $ (106,477 ) $ 58,926 For the Three Months Ended March 31, 2018 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 51,250 $ 60,063 $ 33,480 $ (93,543 ) $ 51,250 Non-cash adjustments — 48,163 16,184 — 64,347 Intercompany transactions 17,626 (22,927 ) 5,301 — — Earnings from subsidiaries (60,063 ) (33,480 ) — 93,543 — Changes in operating assets and liabilities (8,813 ) (22,644 ) (14,196 ) — (45,653 ) Net cash provided by operating activities — 29,175 40,769 — 69,944 Cash Flow from Investment Activities: Additions to property and equipment — (4,173 ) (2,990 ) — (7,163 ) Cash paid for business acquisitions, net of cash acquired — — (191 ) — (191 ) Additions to capitalized software — (2,689 ) (1,256 ) — (3,945 ) Net cash used in investing activities — (6,862 ) (4,437 ) — (11,299 ) Cash Flow from Financing Activities: Cash received from debt borrowings — 45,000 — — 45,000 Repayments of debt — (90,250 ) (16,000 ) — (106,250 ) Transactions involving Holding's common stock — 12,457 — — 12,457 Intercompany transactions — 192 (192 ) — — Net cash used in financing activities — (32,601 ) (16,192 ) — (48,793 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 119 — 119 Net increase (decrease) in cash, cash equivalents and restricted cash — (10,288 ) 20,259 — 9,971 Cash, cash equivalents and restricted cash, beginning of period — 21,783 42,866 — 64,649 Cash, cash equivalents and restricted cash, end of period $ — $ 11,495 $ 63,125 $ — $ 74,620 For the Three Months Ended March 31, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 48,147 $ 56,960 $ 28,629 $ (85,589 ) $ 48,147 Non-cash adjustments — 51,401 16,907 — 68,308 Intercompany transactions 17,625 (12,791 ) (4,834 ) — — Earnings from subsidiaries (56,960 ) (28,629 ) — 85,589 — Changes in operating assets and liabilities (8,812 ) (36,492 ) (13,263 ) — (58,567 ) Net cash provided by operating activities — 30,449 27,439 — 57,888 Cash Flow from Investment Activities: Additions to property and equipment — (5,027 ) (963 ) — (5,990 ) Cash paid for business acquisitions, net of cash acquired — 1,802 3 — 1,805 Additions to capitalized software — (2,331 ) (946 ) — (3,277 ) Net cash used in investing activities — (5,556 ) (1,906 ) — (7,462 ) Cash Flow from Financing Activities: Cash received from debt borrowings — 45,000 — — 45,000 Repayments of debt — (77,200 ) (28,000 ) — (105,200 ) Transactions involving Holding's common stock — 713 — — 713 Fees paid for debt extinguishment — (943 ) (420 ) — (1,363 ) Intercompany transactions — 60 (60 ) — — Net cash used in financing activities — (32,370 ) (28,480 ) — (60,850 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 1,663 — 1,663 Net decrease in cash, cash equivalents and restricted cash — (7,477 ) (1,284 ) — (8,761 ) Cash, cash equivalents and restricted cash, beginning of period — 35,511 84,163 — 119,674 Cash, cash equivalents and restricted cash, end of period $ — $ 28,034 $ 82,879 $ — $ 110,913 |