GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2013 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' |
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | ' |
11. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
In August 2013, the Issuer completed its offer to exchange the Original Notes for $300.0 million in new fixed rate 11.0% notes (“Notes”) due 2020. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Ancestry.com LLC and by certain of its direct and indirect restricted subsidiaries (“Guarantor Subsidiaries”) in accordance with the indenture. All other subsidiaries that do not guarantee the Notes are “Non-Guarantors”. Each subsidiary is 100% owned directly or indirectly by the Parent and there are no significant restrictions on the ability of the Parent or any of the Guarantor Subsidiaries to obtain funds from its subsidiaries by dividend or loan. The Parent conducts substantially all of its business through its subsidiaries. In servicing payments to be made on the Notes and other indebtedness, the Issuer will rely on cash flows from these subsidiaries. See Note 5 for further information regarding the Notes. |
The Guarantor Subsidiaries are exempt from reporting under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12h-5 under the Exchange Act. As such, the Company is presenting the following condensed consolidating balance sheets, statements of comprehensive income (loss) and statements of cash flows as set forth below of the Parent, Issuer, Guarantor Subsidiaries and the Non-Guarantor subsidiaries. |
Basis of Presentation |
The same accounting policies as described in the condensed consolidated financial statements are used by each entity in the condensed consolidating financial statements, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries, which are eliminated upon consolidation. Consolidating entries and eliminations in the following condensed consolidating financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent, the Issuer, the Guarantor Subsidiaries and the Non-Guarantors, (b) eliminate the investments in subsidiaries and (c) record consolidating entries. |
All direct and indirect domestic subsidiaries are included in Ancestry.com Inc.’s consolidated U.S. tax return. In the condensed consolidating financial statements, income tax benefit (expense) has been allocated based on each such domestic subsidiary’s relative pretax income to the consolidated pretax income (loss). |
Certain transfers of cash between subsidiaries and their parent companies and intercompany dividends are reflected as cash flows from financing activities in the accompanying condensed consolidating statements of cash flows. All other intercompany activity is reflected in cash flows from operations. |
Management believes that the allocations and adjustments noted above are reasonable. However, such allocations and adjustments may not be indicative of the actual amounts that would have been incurred had the Parent, Guarantor Subsidiaries and Non-Guarantors operated independently. |
Certain prior period amounts have been reclassified to conform to the current year presentation of the financial statements. These reclassifications did not have a significant impact on the condensed consolidated financial statements. |
ANCESTRY.COM LLC |
CONDENSED CONSOLIDATING BALANCE SHEETS |
(in thousands) |
30-Sep-13 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
ASSETS | |
Total current assets | | $ | 336 | | | $ | 47,010 | | | $ | 121,735 | | | $ | 13,624 | | | $ | (8,301 | ) | | $ | 174,404 | |
Property and equipment, net | | | — | | | | — | | | | 32,347 | | | | 475 | | | | — | | | | 32,822 | |
Content databases, net | | | — | | | | — | | | | 271,280 | | | | 945 | | | | — | | | | 272,225 | |
Intangible assets, net | | | — | | | | — | | | | 462,896 | | | | — | | | | — | | | | 462,896 | |
Goodwill | | | — | | | | — | | | | 947,482 | | | | 801 | | | | — | | | | 948,283 | |
Investment in subsidiary | | | 560,536 | | | | 1,443,623 | | | | 559,081 | | | | — | | | | (2,563,240 | ) | | | — | |
Intercompany loan receivable | | | — | | | | — | | | | — | | | | 17,835 | | | | (17,835 | ) | | | — | |
Other assets | | | — | | | | 36,334 | | | | 5,247 | | | | 207 | | | | — | | | | 41,788 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 560,872 | | | $ | 1,526,967 | | | $ | 2,400,068 | | | $ | 33,887 | | | $ | (2,589,376 | ) | | $ | 1,932,418 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND MEMBER’S INTERESTS | | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | $ | — | | | $ | 89,104 | | | $ | 207,992 | | | $ | 13,302 | | | $ | (8,301 | ) | | $ | 302,097 | |
Intercompany loan payable | | | — | | | | — | | | | 17,835 | | | | — | | | | (17,835 | ) | | | — | |
Long-term debt, net | | | — | | | | 868,082 | | | | — | | | | — | | | | — | | | | 868,082 | |
Deferred income taxes | | | — | | | | — | | | | 195,364 | | | | (27 | ) | | | — | | | | 195,337 | |
Other long-term liabilities | | | — | | | | — | | | | 6,030 | | | | — | | | | — | | | | 6,030 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | — | | | | 957,186 | | | | 427,221 | | | | 13,275 | | | | (26,136 | ) | | | 1,371,546 | |
Total member’s interests | | | 560,872 | | | | 569,781 | | | | 1,972,847 | | | | 20,612 | | | | (2,563,240 | ) | | | 560,872 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and member’s interests | | $ | 560,872 | | | $ | 1,526,967 | | | $ | 2,400,068 | | | $ | 33,887 | | | $ | (2,589,376 | ) | | $ | 1,932,418 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
31-Dec-12 | |
| | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
ASSETS | |
Total current assets | | $ | — | | | $ | 68,838 | | | $ | 107,966 | | | $ | 12,090 | | | $ | (6,676 | ) | | $ | 182,218 | |
Property and equipment, net | | | — | | | | — | | | | 27,255 | | | | 558 | | | | — | | | | 27,813 | |
Content databases, net | | | — | | | | — | | | | 269,963 | | | | 1,021 | | | | — | | | | 270,984 | |
Intangible assets, net | | | — | | | | — | | | | 600,628 | | | | — | | | | — | | | | 600,628 | |
Goodwill | | | — | | | | — | | | | 944,818 | | | | 801 | | | | — | | | | 945,619 | |
Investment in subsidiary | | | 609,346 | | | | 1,513,942 | | | | 626,375 | | | | 13,671 | | | | (2,763,334 | ) | | | — | |
Intercompany loan receivable | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Other assets | | | — | | | | 37,769 | | | | 12,211 | | | | 212 | | | | — | | | | 50,192 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 609,346 | | | $ | 1,620,549 | | | $ | 2,589,216 | | | $ | 28,353 | | | $ | (2,770,010 | ) | | $ | 2,077,454 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND MEMBER’S INTERESTS | | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | $ | — | | | $ | 74,456 | | | $ | 203,786 | | | $ | 11,255 | | | $ | (6,676 | ) | | $ | 282,821 | |
Intercompany loan payable | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Long-term debt, net | | | — | | | | 936,797 | | | | — | | | | — | | | | — | | | | 936,797 | |
Deferred income taxes | | | — | | | | — | | | | 235,167 | | | | — | | | | — | | | | 235,167 | |
Other long-term liabilities | | | — | | | | — | | | | 13,305 | | | | 18 | | | | — | | | | 13,323 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | — | | | | 1,011,253 | | | | 452,258 | | | | 11,273 | | | | (6,676 | ) | | | 1,468,108 | |
Total member’s interests | | | 609,346 | | | | 609,296 | | | | 2,136,958 | | | | 17,080 | | | | (2,763,334 | ) | | | 609,346 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and member’s interests | | $ | 609,346 | | | $ | 1,620,549 | | | $ | 2,589,216 | | | $ | 28,353 | | | $ | (2,770,010 | ) | | $ | 2,077,454 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ANCESTRY.COM LLC |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
(in thousands) |
Three Months Ended September 30, 2013 (Successor) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Total revenues | | $ | — | | | $ | — | | | $ | 139,318 | | | $ | 5,409 | | | $ | (4,792 | ) | | $ | 139,935 | |
Total cost of revenues | | | (55 | ) | | | — | | | | 32,621 | | | | 958 | | | | (4,792 | ) | | | 28,732 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 55 | | | | — | | | | 106,697 | | | | 4,451 | | | | — | | | | 111,203 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Technology and development | | | (1,490 | ) | | | — | | | | 22,967 | | | | 486 | | | | — | | | | 21,963 | |
Marketing and advertising | | | (372 | ) | | | — | | | | 33,415 | | | | 3,507 | | | | — | | | | 36,550 | |
General and administrative | | | (1,268 | ) | | | 131 | | | | 14,957 | | | | 414 | | | | — | | | | 14,234 | |
Amortization of acquired intangible assets | | | — | | | | — | | | | 46,350 | | | | — | | | | — | | | | 46,350 | |
Transaction-related expenses | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | (3,130 | ) | | | 131 | | | | 117,689 | | | | 4,407 | | | | — | | | | 119,097 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 3,185 | | | | (131 | ) | | | (10,992 | ) | | | 44 | | | | — | | | | (7,894 | ) |
Interest income (expense), net | | | — | | | | (19,106 | ) | | | (110 | ) | | | 147 | | | | — | | | | (19,069 | ) |
Other income, net | | | — | | | | — | | | | 53 | | | | 225 | | | | — | | | | 278 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 3,185 | | | | (19,237 | ) | | | (11,049 | ) | | | 416 | | | | — | | | | (26,685 | ) |
Income tax benefit (expense) | | | (1,163 | ) | | | 7,022 | | | | 7,336 | | | | (156 | ) | | | — | | | | 13,039 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before loss from subsidiaries | | | 2,022 | | | | (12,215 | ) | | | (3,713 | ) | | | 260 | | | | — | | | | (13,646 | ) |
Loss from subsidiaries | | | (15,668 | ) | | | (21,897 | ) | | | (33,852 | ) | | | — | | | | 71,417 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (13,646 | ) | | $ | (34,112 | ) | | $ | (37,565 | ) | | $ | 260 | | | $ | 71,417 | | | $ | (13,646 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (13,646 | ) | | $ | (34,112 | ) | | $ | (37,565 | ) | | $ | 260 | | | $ | 71,417 | | | $ | (13,646 | ) |
|
Three Months Ended September 30, 2012 (Predecessor) | |
| | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Total revenues | | $ | — | | | $ | — | | | $ | 127,729 | | | $ | 5,223 | | | $ | (4,597 | ) | | $ | 128,355 | |
Total cost of revenues | | | — | | | | 235 | | | | 26,504 | | | | 953 | | | | (4,597 | ) | | | 23,095 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | — | | | | (235 | ) | | | 101,225 | | | | 4,270 | | | | — | | | | 105,260 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Technology and development | | | — | | | | 2,007 | | | | 17,576 | | | | 304 | | | | — | | | | 19,887 | |
Marketing and advertising | | | — | | | | 498 | | | | 27,116 | | | | 3,196 | | | | — | | | | 30,810 | |
General and administrative | | | — | | | | 1,623 | | | | 8,944 | | | | 663 | | | | — | | | | 11,230 | |
Amortization of acquired intangible assets | | | — | | | | — | | | | 4,441 | | | | 136 | | | | | | | | 4,577 | |
Transaction-related expenses | | | — | | | | — | | | | 2,878 | | | | — | | | | — | | | | 2,878 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 4,128 | | | | 60,955 | | | | 4,299 | | | | — | | | | 69,382 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | — | | | | (4,363 | ) | | | 40,270 | | | | (29 | ) | | | — | | | | 35,878 | |
Interest expense, net | | | — | | | | — | | | | (380 | ) | | | — | | | | — | | | | (380 | ) |
Other income, net | | | — | | | | — | | | | 309 | | | | 173 | | | | — | | | | 482 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | — | | | | (4,363 | ) | | | 40,199 | | | | 144 | | | | — | | | | 35,980 | |
Income tax benefit (expense) | | | — | | | | 1,593 | | | | (12,625 | ) | | | (48 | ) | | | — | | | | (11,080 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income from subsidiaries | | | — | | | | (2,770 | ) | | | 27,574 | | | | 96 | | | | — | | | | 24,900 | |
Income from subsidiaries | | | — | | | | 27,670 | | | | 12,541 | | | | 12,444 | | | | (52,655 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | — | | | $ | 24,900 | | | $ | 40,115 | | | $ | 12,540 | | | $ | (52,655 | ) | | $ | 24,900 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | $ | — | | | $ | 24,900 | | | $ | 40,115 | | | $ | 12,982 | | | $ | (52,655 | ) | | $ | 25,342 | |
ANCESTRY.COM LLC |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
(in thousands) |
Nine months ended September 30, 2013 (Successor) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Total revenues | | $ | — | | | $ | — | | | $ | 393,576 | | | $ | 17,101 | | | $ | (15,272 | ) | | $ | 395,405 | |
Total cost of revenues | | | — | | | | — | | | | 96,129 | | | | 2,947 | | | | (15,272 | ) | | | 83,804 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | — | | | | 297,447 | | | | 14,154 | | | | — | | | | 311,601 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Technology and development | | | — | | | | — | | | | 62,650 | | | | 1,248 | | | | — | | | | 63,898 | |
Marketing and advertising | | | — | | | | — | | | | 97,576 | | | | 10,296 | | | | — | | | | 107,872 | |
General and administrative | | | — | | | | 414 | | | | 37,204 | | | | 1,891 | | | | — | | | | 39,509 | |
Amortization of acquired intangible assets | | | — | | | | — | | | | 139,032 | | | | — | | | | | | | | 139,032 | |
Transaction-related expenses | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 414 | | | | 336,462 | | | | 13,435 | | | | — | | | | 350,311 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | — | | | | (414 | ) | | | (39,015 | ) | | | 719 | | | | — | | | | (38,710 | ) |
Interest income (expense), net | | | — | | | | (70,631 | ) | | | (297 | ) | | | 359 | | | | — | | | | (70,569 | ) |
Other expense, net | | | — | | | | — | | | | (257 | ) | | | (177 | ) | | | — | | | | (434 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | — | | | | (71,045 | ) | | | (39,569 | ) | | | 901 | | | | — | | | | (109,713 | ) |
Income tax benefit (expense) | | | — | | | | 25,931 | | | | 27,605 | | | | (176 | ) | | | — | | | | 53,360 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before loss from subsidiaries | | | — | | | | (45,114 | ) | | | (11,964 | ) | | | 725 | | | | — | | | | (56,353 | ) |
Loss from subsidiaries | | | (56,353 | ) | | | (56,387 | ) | | | (101,138 | ) | | | (331 | ) | | | 214,209 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (56,353 | ) | | $ | (101,501 | ) | | $ | (113,102 | ) | | $ | 394 | | | $ | 214,209 | | | $ | (56,353 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (56,353 | ) | | $ | (101,501 | ) | | $ | (113,102 | ) | | $ | 394 | | | $ | 214,209 | | | $ | (56,353 | ) |
|
Nine months ended September 30, 2012 (Predecessor) | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Total revenues | | $ | — | | | $ | — | | | $ | 353,824 | | | $ | 18,075 | | | $ | (15,930 | ) | | $ | 355,969 | |
Total cost of revenues | | | — | | | | 635 | | | | 74,015 | | | | 3,441 | | | | (15,930 | ) | | | 62,161 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | — | | | | (635 | ) | | | 279,809 | | | | 14,634 | | | | — | | | | 293,808 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Technology and development | | | — | | | | 5,415 | | | | 48,849 | | | | 1,028 | | | | — | | | | 55,292 | |
Marketing and advertising | | | — | | | | 1,493 | | | | 93,486 | | | | 10,324 | | | | — | | | | 105,303 | |
General and administrative | | | — | | | | 4,268 | | | | 27,457 | | | | 2,880 | | | | — | | | | 34,605 | |
Amortization of acquired intangible assets | | | — | | | | — | | | | 9,833 | | | | 529 | | | | — | | | | 10,362 | |
Transaction-related expenses | | | — | | | | — | | | | 2,878 | | | | — | | | | — | | | | 2,878 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 11,176 | | | | 182,503 | | | | 14,761 | | | | — | | | | 208,440 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | — | | | | (11,811 | ) | | | 97,306 | | | | (127 | ) | | | — | | | | 85,368 | |
Interest income (expense), net | | | — | | | | — | | | | (696 | ) | | | 22 | | | | — | | | | (674 | ) |
Other income (expense), net | | | — | | | | (11 | ) | | | 740 | | | | 32 | | | | — | | | | 761 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | — | | | | (11,822 | ) | | | 97,350 | | | | (73 | ) | | | — | | | | 85,455 | |
Income tax benefit (expense) | | | — | | | | 4,314 | | | | (31,266 | ) | | | (79 | ) | | | — | | | | (27,031 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income from subsidiaries | | | — | | | | (7,508 | ) | | | 66,084 | | | | (152 | ) | | | — | | | | 58,424 | |
Income from subsidiaries | | | — | | | | 65,932 | | | | 22,609 | | | | 22,759 | | | | (111,300 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | — | | | $ | 58,424 | | | $ | 88,693 | | | $ | 22,607 | | | $ | (111,300 | ) | | $ | 58,424 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | $ | | | | $ | 58,424 | | | $ | 88,693 | | | $ | 22,916 | | | $ | (111,300 | ) | | $ | 58,733 | |
ANCESTRY.COM LLC |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
(in thousands) |
Nine months ended September 30, 2013 (Successor) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non-Guarantor | | | Elimination | | | Total | |
Subsidiaries | Subsidiaries |
Net cash provided by (used in) operating activities | | $ | — | | | $ | (13,600 | ) | | $ | 146,473 | | | $ | (2,872 | ) | | $ | — | | | $ | 130,001 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalization of content databases | | | — | | | | — | | | | (14,657 | ) | | | (75 | ) | | | — | | | | (14,732 | ) |
Purchases of property and equipment | | | — | | | | — | | | | (17,170 | ) | | | (78 | ) | | | — | | | | (17,248 | ) |
Acquisition of businesses | | | — | | | | — | | | | (9,000 | ) | | | — | | | | — | | | | (9,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | — | | | | (40,827 | ) | | | (153 | ) | | | — | | | | (40,980 | ) |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from exercise of stock options | | | — | | | | — | | | | 457 | | | | — | | | | — | | | | 457 | |
Taxes paid related to net share settlement of stock-based awards | | | — | | | | — | | | | (584 | ) | | | — | | | | — | | | | (584 | ) |
Proceeds from debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Principal payments on debt | | | — | | | | (47,896 | ) | | | — | | | | — | | | | — | | | | (47,896 | ) |
Excess tax benefits from stock-based compensation | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Member’s capital contributions | | | 2,521 | | | | — | | | | — | | | | — | | | | — | | | | 2,521 | |
Repurchases of common stock | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Payment of deferred financing costs | | | — | | | | (7,815 | ) | | | — | | | | — | | | | — | | | | (7,815 | ) |
Proceeds (payments) on intercompany loans, net | | | — | | | | — | | | | (8,365 | ) | | | 8,365 | | | | — | | | | — | |
Proceeds (payments) on intercompany investments, net | | | (2,521 | ) | | | 69,615 | | | | (63,673 | ) | | | (3,421 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | — | | | | 13,904 | | | | (72,165 | ) | | | 4,944 | | | | — | | | | (53,317 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Effect of changes in foreign currency exchange rates on cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Net increase in cash and cash equivalents | | | — | | | | 304 | | | | 33,481 | | | | 1,919 | | | | — | | | | 35,704 | |
Cash and cash equivalents at beginning of period | | | — | | | | 470 | | | | 28,925 | | | | 6,256 | | | | — | | | | 35,651 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | 774 | | | $ | 62,406 | | | $ | 8,175 | | | $ | — | | | $ | 71,355 | |
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|
Nine months ended September 30, 2012 (Predecessor) | |
| | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non-Guarantor | | | Elimination | | | Total | |
Subsidiaries | Subsidiaries |
Net cash provided by operating activities | | $ | — | | | $ | 3,480 | | | $ | 122,157 | | | $ | 996 | | | $ | — | | | $ | 126,633 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalization of content databases | | | — | | | | — | | | | (18,966 | ) | | | — | | | | — | | | | (18,966 | ) |
Purchases of property and equipment | | | — | | | | — | | | | (17,087 | ) | | | (356 | ) | | | — | | | | (17,443 | ) |
Acquisition of businesses | | | — | | | | — | | | | (114,506 | ) | | | — | | | | — | | | | (114,506 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | — | | | | (150,559 | ) | | | (356 | ) | | | — | | | | (150,915 | ) |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from exercise of stock options | | | — | | | | 5,947 | | | | — | | | | — | | | | — | | | | 5,947 | |
Taxes paid related to net share settlement of stock-based awards | | | — | | | | — | | | | (2,283 | ) | | | — | | | | — | | | | (2,283 | ) |
Proceeds from debt | | | — | | | | — | | | | 70,000 | | | | — | | | | — | | | | 70,000 | |
Principal payments on debt | | | — | | | | — | | | | (25,000 | ) | | | — | | | | — | | | | (25,000 | ) |
Excess tax benefits from stock-based compensation | | | — | | | | — | | | | 4,048 | | | | — | | | | — | | | | 4,048 | |
Member’s capital contributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Repurchases of common stock | | | — | | | | (12,832 | ) | | | — | | | | — | | | | — | | | | (12,832 | ) |
Payment of deferred financing costs | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Proceeds (payments) on intercompany loans, net | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Proceeds (payments) on intercompany investments, net | | | — | | | | 2,153 | | | | (3,281 | ) | | | 1,128 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | — | | | | (4,732 | ) | | | 43,484 | | | | 1,128 | | | | — | | | | 39,880 | |
Effect of changes in foreign currency exchange rates on cash and cash equivalents | | | — | | | | — | | | | — | | | | 29 | | | | — | | | | 29 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | — | | | | (1,252 | ) | | | 15,082 | | | | 1,797 | | | | — | | | | 15,627 | |
Cash and cash equivalents at beginning of period | | | — | | | | 2,003 | | | | 39,162 | | | | 7,833 | | | | — | | | | 48,998 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | 751 | | | $ | 54,244 | | | $ | 9,630 | | | $ | — | | | $ | 64,625 | |
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