Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information Truven has issued the Notes as further described in Note 11. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Truven Holding Corp. and each of Truven’s existing and future 100% owned domestic restricted subsidiaries that is a borrower under or that guarantees the obligations under the Senior Credit Facility or any other indebtedness of Truven or any other guarantor. All obligations under the Senior Credit Facility are also guaranteed by Truven Holding Corp. and each of Truven’s 100% owned domestic subsidiaries. All obligations under the Senior Credit Facility and the guarantees of those obligations are secured by first priority security interests in substantially all of Truven’s assets, as well as those of each guarantor (subject to certain limited exceptions). Prior to the series of acquisitions during 2014, the separate financial statements and the condensed consolidating and combining financial information about the comprehensive loss, financial position and cash flows of the Parent, the Issuer, the Guarantors, the non-Guarantors, and eliminations were not presented due to the following: • Truven (the Issuer) is 100% owned by Truven Holding Corp. (the parent company guarantor). • The guarantee by Truven Holding Corp. is full and unconditional and there were no subsidiary guarantors. • Truven Holding Corp. has no independent assets or operations. • The transaction costs related to the Prior Acquisition of $26,734 were incurred and paid for by Wolverine, which was merged with and into TRHI, with TRHI surviving the Merger upon closing of the Prior Acquisition as a 100% owned direct subsidiary of Truven Holding Corp. and subsequently changing its name to Truven Health Analytics Inc. • The subsidiaries of Truven Holding Corp. other than Truven were minor (as defined in Section 3-10(h)(6) of Regulation S-X of the Securities Act), having total assets, stockholders’ equity, revenues, operating income (before income taxes) and cash flows from operating activities of less than 3% of the Company’s corresponding consolidated amounts. After the series of acquisitions, certain acquired 100% owned domestic subsidiaries became guarantors of the obligations of Truven under the Senior Credit Facility and the Notes. In accordance with Section 3-10 of Regulation S-X of the Securities Act, the following condensed consolidating financial statements are provided prospectively to present the statement of comprehensive income (loss), financial position and cash flows of: (1) Truven Holding Corp., the Parent; (2) Truven Health Analytics, Inc., the Subsidiary Issuer; (3) Simpler North America LLC, Simpler Consulting LLC, JWA, and HBE, the Guarantor subsidiaries; (4) All foreign Non-Guarantor subsidiaries; and (5) eliminations to arrive at the information for Truven Holding Corp. on a consolidated basis. Separate financial statements and other disclosures concerning the Guarantors are not presented because management does not believe such information is material. Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 10,143 $ 2,528 $ 1,654 $ — $ 14,325 Trade and other receivables, net of allowances — 116,296 12,068 2,180 — 130,544 Prepaid expenses and other current assets — 27,883 620 912 — 29,415 Deferred tax asset — 2,838 — — — 2,838 Intercompany receivable — 28,455 36,634 60,820 (125,909 ) — Total current assets — 185,615 51,850 65,566 (125,909 ) 177,122 Investment in subsidiaries — 107,061 — (107,061 ) — Computer hardware and other property, net — 37,844 91 642 — 38,577 Developed technology and content, net — 109,814 8,316 — — 118,130 Goodwill — 457,677 41,143 — — 498,820 Other identifiable intangible assets, net — 293,095 41,016 — — 334,111 Other noncurrent assets — 19,718 76 13 — 19,807 Total assets $ — $ 1,210,824 $ 142,492 $ 66,221 $ (232,970 ) $ 1,186,567 Liabilities and net equity (deficit) Accounts payable and accrued expenses $ — $ 71,094 $ 7,372 $ 3,401 $ — $ 81,867 Deferred revenue — 129,873 6,266 250 — 136,389 Current portion of long-term debt — 6,360 — — — 6,360 Capital lease obligation — 700 — — — 700 Current taxes payable — 7 — 323 — 330 Intercompany payable — 42,108 22,270 61,531 (125,909 ) — Total current liabilities — 250,142 35,908 65,505 (125,909 ) 225,646 Deferred revenue — 2,871 175 — — 3,046 Capital lease obligation - noncurrent — 675 — — — 675 Long-term debt — 973,234 — — — 973,234 Accumulated losses of unconsolidated companies in excess of investment 27,636 723 (28,359 ) — Deferred tax liabilities — 2,838 — — — 2,838 Other noncurrent liabilities — 8,700 10 54 — 8,764 Total liabilities 27,636 1,238,460 36,816 65,559 (154,268 ) 1,214,203 Equity (deficit) Common stock — — — — — — Additional paid-in capital 484,364 484,364 114,090 (69 ) (598,385 ) 484,364 Accumulated deficit (511,589 ) (511,589 ) (8,400 ) 1,290 518,699 (511,589 ) Foreign currency translation adjustment (411 ) (411 ) (14 ) (559 ) 984 (411 ) Total (27,636 ) (27,636 ) 105,676 662 (78,702 ) (27,636 ) Total liabilities and net equity $ — $ 1,210,824 $ 142,492 $ 66,221 $ (232,970 ) $ 1,186,567 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 8,243 $ 3,264 $ 1,097 $ — $ 12,604 Trade and other receivables, net of allowances — 106,181 12,765 1,268 — 120,214 Prepaid expenses and other current assets — 28,574 817 860 — 30,251 Deferred tax asset — 621 — — — 621 Intercompany receivable — 23,297 39,194 46,799 (109,290 ) — Total current assets — 166,916 56,040 50,024 (109,290 ) 163,690 Investment in subsidiaries 47,123 109,851 (192 ) — (156,782 ) — Computer hardware and other property, net — 36,459 207 769 — 37,435 Developed technology and content, net — 128,917 5,161 — — 134,078 Goodwill — 457,677 41,143 — — 498,820 Other identifiable intangible assets, net — 327,554 55,325 — — 382,879 Other noncurrent assets — 15,951 — 236 — 16,187 Total assets $ 47,123 $ 1,243,325 $ 157,684 $ 51,029 $ (266,072 ) $ 1,233,089 Liabilities and Net Equity Accounts payable and accrued expenses $ — $ 58,777 $ 5,931 $ 2,520 $ — $ 67,228 Deferred revenue — 121,903 6,802 424 — $ 129,129 Current portion of long-term debt — 6,360 — — — $ 6,360 Capital lease obligation — 664 — — — $ 664 Deferred tax liability — — — — — $ — Current taxes payable — — — 173 — $ 173 Intercompany payable — 26,086 35,784 47,420 (109,290 ) $ — Total current liabilities — 213,790 48,517 50,537 (109,290 ) 203,554 Deferred revenue — 5,456 — — — 5,456 Capital lease obligation - noncurrent — 1,374 — — — 1,374 Long-term debt — 971,362 — — — 971,362 Deferred tax liabilities — 621 — — — 621 Other noncurrent liabilities — 3,599 — — — 3,599 Total liabilities — 1,196,202 48,517 50,537 (109,290 ) 1,185,966 Equity Common stock — — — — — — Additional paid-in capital 483,550 483,550 114,483 (125 ) (597,908 ) 483,550 Accumulated deficit (436,123 ) (436,123 ) (5,275 ) 1,130 440,268 (436,123 ) Foreign currency translation adjustment (304 ) (304 ) (41 ) (513 ) 858 (304 ) Total 47,123 47,123 109,167 492 (156,782 ) 47,123 Total liabilities and net equity $ 47,123 $ 1,243,325 $ 157,684 $ 51,029 $ (266,072 ) $ 1,233,089 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Revenues, net $ — $ 520,991 $ 78,871 $ 27,606 $ (16,753 ) $ 610,715 Operating costs and expenses — (291,544 ) (42,307 ) (10,579 ) 15,180 (329,250 ) Selling and marketing, excluding depreciation and amortization — (54,939 ) (7,110 ) (8,156 ) — (70,205 ) General and administrative, excluding depreciation and amortization — (43,070 ) (14,658 ) (7,427 ) — (65,155 ) Depreciation — (20,694 ) (88 ) (415 ) — (21,197 ) Amortization of developed technology and content — (42,558 ) (1,263 ) — — (43,821 ) Amortization of other identifiable intangible assets — (34,460 ) (14,309 ) — — (48,769 ) Other operating expenses — (31,236 ) (1,211 ) — 1,573 (30,874 ) Total operating costs and expenses — (518,501 ) (80,946 ) (26,577 ) 16,753 (609,271 ) Operating loss (income) — 2,490 (2,075 ) 1,029 — 1,444 Net interest expense — (74,222 ) 1 2 — (74,219 ) Other finance costs — (1,313 ) (366 ) (126 ) — (1,805 ) Equity in net loss of subsidiaries (75,466 ) (2,291 ) (674 ) — 78,431 — Income (loss) before income taxes (75,466 ) (75,336 ) (3,114 ) 905 78,431 (74,580 ) Provision for income taxes — (130 ) (11 ) (745 ) — (886 ) Net income (loss) $ (75,466 ) $ (75,466 ) $ (3,125 ) $ 160 $ 78,431 $ (75,466 ) Other comprehensive income (loss): Foreign currency translation adjustments (107 ) (107 ) 27 (46 ) 126 (107 ) Total comprehensive income (loss) $ (75,573 ) $ (75,573 ) $ (3,098 ) $ 114 $ 78,557 $ (75,573 ) Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Revenues, net $ — $ 504,894 $ 32,880 $ 15,882 $ (9,181 ) $ 544,475 Operating costs and expenses — (278,976 ) (16,683 ) (6,214 ) 8,874 $ (292,999 ) Selling and marketing, excluding depreciation and amortization — (51,952 ) (1,120 ) (4,341 ) — $ (57,413 ) General and administrative, excluding depreciation and amortization — (42,259 ) (9,129 ) (4,549 ) — $ (55,937 ) Depreciation — (21,874 ) (58 ) (418 ) — $ (22,350 ) Amortization of developed technology and content — (38,642 ) (110 ) — — $ (38,752 ) Amortization of other identifiable intangible assets — (34,460 ) (10,942 ) — — $ (45,402 ) Other operating expenses — (20,948 ) (143 ) — 307 $ (20,784 ) Total operating costs and expenses — (489,111 ) (38,185 ) (15,522 ) 9,181 (533,637 ) Operating loss (income) — 15,783 (5,305 ) 360 — 10,838 Net interest income (expense) — (69,622 ) 2 4 — (69,616 ) Other finance costs — (712 ) (146 ) (72 ) — (930 ) Equity in net income (loss) of subsidiaries (37,022 ) (5,272 ) 183 — 42,111 — Income (loss) before income taxes (37,022 ) (59,823 ) (5,266 ) 292 42,111 (59,708 ) Benefit from (provision for) income taxes — 22,801 (9 ) (106 ) — 22,686 Net income (loss) $ (37,022 ) $ (37,022 ) $ (5,275 ) $ 186 $ 42,111 $ (37,022 ) Other comprehensive income (loss): Foreign currency translation adjustments (139 ) (139 ) 124 (348 ) 363 (139 ) Total comprehensive income (loss) $ (37,161 ) $ (37,161 ) $ (5,151 ) $ (162 ) $ 42,474 $ (37,161 ) Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Operating activities Net income (loss) $ (75,466 ) $ (75,466 ) $ (3,125 ) $ 160 $ 78,431 $ (75,466 ) Non-cash adjustments 75,466 113,033 16,335 415 (78,431 ) 126,818 Changes in operating assets and liabilities — 1,197 806 169 — 2,172 Net cash provided by operating activities — 38,764 14,016 744 — 53,524 Investing activities Acquisitions, net of cash acquired — (405 ) — — — (405 ) Capital expenditures — (44,736 ) (3,680 ) (288 ) — (48,704 ) Net cash used in investing activities — (45,141 ) (3,680 ) (288 ) — (49,109 ) Financing activities Issuance of common stock Repayment of revolving credit facility — (10,000 ) — — — (10,000 ) Principal repayment of senior term loan — (6,360 ) — — — (6,360 ) Proceeds from revolving credit facility — 15,000 — — — 15,000 Additional paid in capital — — (57 ) 57 — — Intercompany transactions — 10,864 (10,954 ) 90 — — Payment of debt issuance costs — (563 ) — — — (563 ) Payment of capital lease obligation — (664 ) — — — (664 ) Net cash (used in) provided by financing activities — 8,277 (11,011 ) 147 — (2,587 ) Effect of exchange rate changes in cash and cash equivalents — — (61 ) (46 ) — (107 ) Increase (decrease) in cash and cash equivalents — 1,900 (736 ) 557 — 1,721 Cash and cash equivalents Beginning of period — 8,243 3,264 1,097 — 12,604 End of period $ — $ 10,143 $ 2,528 $ 1,654 $ — $ 14,325 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Operating activities Net income (loss) $ (37,022 ) $ (37,022 ) $ (5,275 ) $ 186 $ 42,111 $ (37,022 ) Non-cash adjustments 37,022 89,399 10,927 181 (42,111 ) 95,418 Changes in operating assets and liabilities — (15,158 ) 2,249 (270 ) — (13,179 ) Net cash provided by operating activities — 37,219 7,901 97 — 45,217 Investing activities Acquisitions, net of cash acquired — (109,406 ) — — — (109,406 ) Capital expenditures — (31,814 ) (634 ) (213 ) — (32,661 ) Net cash used in investing activities — (141,220 ) (634 ) (213 ) — (142,067 ) Financing activities Proceeds from additional senior notes, including premium — 41,200 — — — 41,200 Repayment of revolving credit facility — (60,000 ) — — — (60,000 ) Principal repayment of senior term loan — (6,108 ) — — — (6,108 ) Proceeds from revolving credit facility — 30,000 — — — 30,000 Proceeds from senior term loan related to refinancing/acquisition — 100,000 — — — 100,000 Intercompany transactions — 3,333 (4,211 ) 878 — — Payment of debt issuance costs — (4,095 ) — — — (4,095 ) Payment of capital lease obligation — (1,659 ) — — — (1,659 ) Net cash (used in) provided by financing activities — 102,671 (4,211 ) 878 — 99,338 Effect of exchange rate changes in cash and cash equivalents — — 208 (347 ) — (139 ) Increase (decrease) in cash and cash equivalents — (1,330 ) 3,264 415 — 2,349 Cash and cash equivalents Beginning of period — 9,573 — 682 — 10,255 End of period $ — $ 8,243 $ 3,264 $ 1,097 $ — $ 12,604 |