Guarantor Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Guarantor Condensed Consolidating Financial Statements | 15. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
|
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 on the Notes and other indebtedness, the Issuer will rely on cash flows from these subsidiaries. The indenture governing the Notes provides for customary guarantee release provisions, specifically, that the guarantee of a Guarantor Subsidiary by its terms shall be automatically and unconditionally released and discharged upon: |
|
|
| -1 | (a) any sale, exchange or transfer (by merger or otherwise) of (i) the equity capital of such Guarantor Subsidiary, after which the applicable Guarantor Subsidiary is no longer a restricted subsidiary of the Company, or (ii) all or substantially all the assets of such Guarantor Subsidiary; provided that such sale, exchange or transfer of equity capital or assets is made in compliance with the applicable provisions of the Indenture; | | | | | | | | | | | | | | | | | | | | | | |
|
(b) the release or discharge of the guarantee by such Guarantor Subsidiary of the indebtedness (other than a release or discharge by, or as a result of, payment under such other guarantee) or the repayment of the indebtedness, in each case, which resulted in the obligations to guarantee the Notes; |
|
(c) the proper designation of any restricted subsidiary that is a Guarantor Subsidiary as an Unrestricted Subsidiary as defined in the Indenture; or |
|
(d) the Issuer exercising legal defeasance under the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and |
|
(2) the Company delivering to the trustee under the Indenture an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. |
|
The Company is the indirect parent company of the Issuer and also guarantees the Notes. The Indenture does not provide for the automatic release of the Company’s guarantee of the Notes, and the Company is subject to the restrictive covenants under the Indenture, including the restrictions on a merger or sale or substantially all of the assets of the Company. See Note 7 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 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 U.S. Holdings 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). |
|
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 consolidating financial statements. Further, the current structure was not in place prior to the Transaction and as a result the Successor periods may not be comparable to the Predecessor periods. |
|
|
|
ANCESTRY.COM LLC |
|
CONDENSED CONSOLIDATING BALANCE SHEETS |
|
(in thousands) |
|
December 31, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
ASSETS | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 297 | | | $ | 153 | | | $ | 104,690 | | | $ | 3,354 | | | $ | — | | | $ | 108,494 | |
Restricted cash | | | — | | | | 45,280 | | | | 3,806 | | | | — | | | | — | | | | 49,086 | |
Accounts receivable, net of allowances | | | — | | | | — | | | | 6,690 | | | | 4,551 | | | | — | | | | 11,241 | |
Income tax receivable | | | — | | | | — | | | | 458 | | | | — | | | | — | | | | 458 | |
Current deferred income taxes | | | — | | | | — | | | | 5,277 | | | | — | | | | — | | | | 5,277 | |
Prepaid expenses and other current assets | | | — | | | | 958 | | | | 10,833 | | | | 352 | | | | — | | | | 12,143 | |
Intercompany receivables | | | 46 | | | | — | | | | 2,895 | | | | 811 | | | | (3,752 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 343 | | | | 46,391 | | | | 134,649 | | | | 9,068 | | | | (3,752 | ) | | | 186,699 | |
Property and equipment, net | | | — | | | | — | | | | 36,551 | | | | 555 | | | | — | | | | 37,106 | |
Content databases, net | | | — | | | | — | | | | 281,998 | | | | 817 | | | | — | | | | 282,815 | |
Intangible assets, net | | | — | | | | — | | | | 269,054 | | | | — | | | | — | | | | 269,054 | |
Goodwill | | | — | | | | — | | | | 947,563 | | | | 720 | | | | — | | | | 948,283 | |
Investment in subsidiary | | | 496,781 | | | | 1,278,254 | | | | 423,266 | | | | 48 | | | | (2,198,349 | ) | | | — | |
Other assets | | | — | | | | 25,657 | | | | 2,617 | | | | 240 | | | | — | | | | 28,514 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 497,124 | | | $ | 1,350,302 | | | $ | 2,095,698 | | | $ | 11,448 | | | $ | (2,202,101 | ) | | $ | 1,752,471 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND MEMBER’S INTERESTS | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 60 | | | $ | 11,026 | | | $ | 429 | | | $ | — | | | $ | 11,515 | |
Accrued expenses | | | — | | | | 7,051 | | | | 35,747 | | | | 4,231 | | | | — | | | | 47,029 | |
Acquisition-related liabilities | | | — | | | | 45,280 | | | | 3,806 | | | | — | | | | — | | | | 49,086 | |
Deferred revenues | | | — | | | | — | | | | 144,969 | | | | 41 | | | | — | | | | 145,010 | |
Current portion of long-term debt | | | — | | | | 47,495 | | | | — | | | | — | | | | — | | | | 47,495 | |
Intercompany payables | | | — | | | | — | | | | 825 | | | | 2,927 | | | | (3,752 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | — | | | | 99,886 | | | | 196,373 | | | | 7,628 | | | | (3,752 | ) | | | 300,135 | |
Long-term debt, net | | | — | | | | 824,742 | | | | — | | | | — | | | | — | | | | 824,742 | |
Deferred income taxes | | | — | | | | — | | | | 115,497 | | | | (36 | ) | | | — | | | | 115,461 | |
Other long-term liabilities | | | — | | | | — | | | | 16,406 | | | | — | | | | — | | | | 16,406 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | — | | | | 924,628 | | | | 328,276 | | | | 7,592 | | | | (3,752 | ) | | | 1,256,744 | |
Total member’s interests | | | 497,124 | | | | 425,674 | | | | 1,767,422 | | | | 3,856 | | | | (2,198,349 | ) | | | 495,727 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and member’s interests | | $ | 497,124 | | | $ | 1,350,302 | | | $ | 2,095,698 | | | $ | 11,448 | | | $ | (2,202,101 | ) | | $ | 1,752,471 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
ANCESTRY.COM LLC |
|
CONDENSED CONSOLIDATING BALANCE SHEETS |
|
(in thousands) |
|
December 31, 2013 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
ASSETS | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 338 | | | $ | 562 | | | $ | 60,362 | | | $ | 25,292 | | | $ | — | | | $ | 86,554 | |
Restricted cash | | | — | | | | 45,280 | | | | 15,460 | | | | — | | | | — | | | | 60,740 | |
Accounts receivable, net of allowances | | | — | | | | — | | | | 7,872 | | | | 3,510 | | | | — | | | | 11,382 | |
Income tax receivable | | | — | | | | — | | | | 3,285 | | | | — | | | | — | | | | 3,285 | |
Current deferred income taxes | | | — | | | | — | | | | 20,350 | | | | — | | | | — | | | | 20,350 | |
Prepaid expenses and other current assets | | | — | | | | 911 | | | | 10,267 | | | | 352 | | | | — | | | | 11,530 | |
Intercompany receivables | | | 168 | | | | — | | | | 6,793 | | | | 2,160 | | | | (9,121 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 506 | | | | 46,753 | | | | 124,389 | | | | 31,314 | | | | (9,121 | ) | | | 193,841 | |
Property and equipment, net | | | — | | | | — | | | | 37,155 | | | | 458 | | | | — | | | | 37,613 | |
Content databases, net | | | — | | | | — | | | | 271,839 | | | | 919 | | | | — | | | | 272,758 | |
Intangible assets, net | | | — | | | | — | | | | 416,735 | | | | — | | | | — | | | | 416,735 | |
Goodwill | | | — | | | | — | | | | 947,482 | | | | 801 | | | | — | | | | 948,283 | |
Investment in subsidiary | | | 540,191 | | | | 1,400,522 | | | | 524,792 | | | | — | | | | (2,465,505 | ) | | | — | |
Other assets | | | — | | | | 31,757 | | | | 3,546 | | | | 209 | | | | — | | | | 35,512 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 540,697 | | | $ | 1,479,032 | | | $ | 2,325,938 | | | $ | 33,701 | | | $ | (2,474,626 | ) | | $ | 1,904,742 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND MEMBER’S INTERESTS | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 106 | | | $ | 11,854 | | | $ | 615 | | | $ | — | | | $ | 12,575 | |
Accrued expenses | | | — | | | | 1,735 | | | | 44,887 | | | | 5,301 | | | | — | | | | 51,923 | |
Acquisition-related liabilities | | | — | | | | 45,280 | | | | 15,360 | | | | — | | | | — | | | | 60,640 | |
Deferred revenues | | | — | | | | — | | | | 137,597 | | | | 267 | | | | — | | | | 137,864 | |
Current portion of long-term debt | | | — | | | | 36,760 | | | | — | | | | — | | | | — | | | | 36,760 | |
Intercompany payables | | | — | | | | — | | | | 2,249 | | | | 6,872 | | | | (9,121 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | — | | | | 83,881 | | | | 211,947 | | | | 13,055 | | | | (9,121 | ) | | | 299,762 | |
Long-term debt, net | | | — | | | | 869,620 | | | | — | | | | — | | | | — | | | | 869,620 | |
Deferred income taxes | | | — | | | | — | | | | 185,574 | | | | (21 | ) | | | — | | | | 185,553 | |
Other long-term liabilities | | | — | | | | — | | | | 9,110 | | | | — | | | | — | | | | 9,110 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | — | | | | 953,501 | | | | 406,631 | | | | 13,034 | | | | (9,121 | ) | | | 1,364,045 | |
Total member’s interests | | | 540,697 | | | | 525,531 | | | | 1,919,307 | | | | 20,667 | | | | (2,465,505 | ) | | | 540,697 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and member’s interests | | $ | 540,697 | | | $ | 1,479,032 | | | $ | 2,325,938 | | | $ | 33,701 | | | $ | (2,474,626 | ) | | $ | 1,904,742 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
ANCESTRY.COM LLC |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
|
(in thousands) |
|
Year Ended December 31, 2014 (Successor) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Total revenues | | $ | — | | | $ | — | | | $ | 617,633 | | | $ | 19,486 | | | $ | (17,575 | ) | | $ | 619,544 | |
Total cost of revenues | | | — | | | | — | | | | 153,575 | | | | 3,553 | | | | (17,575 | ) | | | 139,553 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | — | | | | 464,058 | | | | 15,933 | | | | — | | | | 479,991 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Technology and development | | | — | | | | — | | | | 92,318 | | | | 1,903 | | | | — | | | | 94,221 | |
Marketing and advertising | | | — | | | | — | | | | 158,359 | | | | 10,177 | | | | — | | | | 168,536 | |
General and administrative | | | — | | | | 5,628 | | | | 52,542 | | | | 2,801 | | | | — | | | | 60,971 | |
Amortization of acquired intangible assets | | | — | | | | — | | | | 147,681 | | | | — | | | | — | | | | 147,681 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 5,628 | | | | 450,900 | | | | 14,881 | | | | — | | | | 471,409 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | — | | | | (5,628 | ) | | | 13,158 | | | | 1,052 | | | | — | | | | 8,582 | |
Interest income (expense), net | | | — | | | | (69,579 | ) | | | (105 | ) | | | 4 | | | | — | | | | (69,680 | ) |
Other expense, net | | | — | | | | (8 | ) | | | (150 | ) | | | (210 | ) | | | — | | | | (368 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | — | | | | (75,215 | ) | | | 12,903 | | | | 846 | | | | — | | | | (61,466 | ) |
Income tax benefit (expense) | | | — | | | | 25,446 | | | | 17,465 | | | | (173 | ) | | | — | | | | 42,738 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before loss from subsidiaries | | | — | | | | (49,769 | ) | | | 30,368 | | | | 673 | | | | — | | | | (18,728 | ) |
Loss from subsidiaries | | | (18,728 | ) | | | (30,874 | ) | | | (79,970 | ) | | | — | | | | 129,572 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (18,728 | ) | | $ | (80,643 | ) | | $ | (49,602 | ) | | $ | 673 | | | $ | 129,572 | | | $ | (18,728 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Year Ended December 31, 2013 (Successor) | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Total revenues | | $ | — | | | $ | — | | | $ | 537,910 | | | $ | 22,006 | | | $ | (19,525 | ) | | $ | 540,391 | |
Total cost of revenues | | | — | | | | — | | | | 131,132 | | | | 3,835 | | | | (19,525 | ) | | | 115,442 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | — | | | | 406,778 | | | | 18,171 | | | | — | | | | 424,949 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Technology and development | | | — | | | | — | | | | 83,957 | | | | 1,766 | | | | — | | | | 85,723 | |
Marketing and advertising | | | — | | | | — | | | | 131,585 | | | | 13,518 | | | | — | | | | 145,103 | |
General and administrative | | | — | | | | 500 | | | | 52,531 | | | | 2,660 | | | | — | | | | 55,691 | |
Amortization of acquired intangible assets | | | — | | | | — | | | | 185,193 | | | | — | | | | — | | | | 185,193 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 500 | | | | 453,266 | | | | 17,944 | | | | — | | | | 471,710 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | — | | | | (500 | ) | | | (46,488 | ) | | | 227 | | | | — | | | | (46,761 | ) |
Interest income (expense), net | | | — | | | | (97,829 | ) | | | (512 | ) | | | 504 | | | | — | | | | (97,837 | ) |
Other expense, net | | | — | | | | — | | | | (474 | ) | | | (181 | ) | | | — | | | | (655 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | — | | | | (98,329 | ) | | | (47,474 | ) | | | 550 | | | | — | | | | (145,253 | ) |
Income tax benefit (expense) | | | — | | | | 35,890 | | | | 29,798 | | | | (135 | ) | | | — | | | | 65,553 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before loss from subsidiaries | | | — | | | | (62,439 | ) | | | (17,676 | ) | | | 415 | | | | — | | | | (79,700 | ) |
Loss from subsidiaries | | | (79,700 | ) | | | (71,902 | ) | | | (134,242 | ) | | | (331 | ) | | | 286,175 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (79,700 | ) | | $ | (134,341 | ) | | $ | (151,918 | ) | | $ | 84 | | | $ | 286,175 | | | $ | (79,700 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
ANCESTRY.COM LLC |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
|
(in thousands) |
|
Period from December 29, 2012 to December 31, 2012 (Successor) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Total revenues | | $ | — | | | $ | — | | | $ | 3,436 | | | $ | 199 | | | $ | (177 | ) | | $ | 3,458 | |
Total cost of revenues | | | — | | | | 7 | | | | 958 | | | | 35 | | | | (177 | ) | | | 823 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | — | | | | (7 | ) | | | 2,478 | | | | 164 | | | | — | | | | 2,635 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Technology and development | | | — | | | | 64 | | | | 566 | | | | 12 | | | | — | | | | 642 | |
Marketing and advertising | | | — | | | | 16 | | | | 1,015 | | | | 114 | | | | — | | | | 1,145 | |
General and administrative | | | — | | | | 48 | | | | 303 | | | | 30 | | | | — | | | | 381 | |
Amortization of acquired intangible assets | | | — | | | | — | | | | 1,466 | | | | 6 | | | | — | | | | 1,472 | |
Transaction-related expenses | | | — | | | | 55,024 | | | | 47,023 | | | | 217 | | | | — | | | | 102,264 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 55,152 | | | | 50,373 | | | | 379 | | | | — | | | | 105,904 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loss from operations | | | — | | | | (55,159 | ) | | | (47,895 | ) | | | (215 | ) | | | — | | | | (103,269 | ) |
Interest expense, net | | | — | | | | (730 | ) | | | — | | | | — | | | | — | | | | (730 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loss before income taxes | | | — | | | | (55,889 | ) | | | (47,895 | ) | | | (215 | ) | | | — | | | | (103,999 | ) |
Income tax (expense) benefit | | | — | | | | 20,399 | | | | 10,958 | | | | (33 | ) | | | — | | | | 31,324 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loss before loss from subsidiaries | | | — | | | | (35,490 | ) | | | (36,937 | ) | | | (248 | ) | | | — | | | | (72,675 | ) |
Loss from subsidiaries | | | (72,675 | ) | | | (37,185 | ) | | | (73,152 | ) | | | (230 | ) | | | 183,242 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (72,675 | ) | | $ | (72,675 | ) | | $ | (110,089 | ) | | $ | (478 | ) | | $ | 183,242 | | | $ | (72,675 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Period from January 1, 2012 to December 28, 2012 (Predecessor) | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Total revenues | | $ | — | | | $ | — | | | $ | 480,878 | | | $ | 24,206 | | | $ | (21,457 | ) | | $ | 483,627 | |
Total cost of revenues | | | — | | | | 889 | | | | 102,110 | | | | 4,361 | | | | (21,457 | ) | | | 85,903 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | — | | | | (889 | ) | | | 378,768 | | | | 19,845 | | | | — | | | | 397,724 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Technology and development | | | — | | | | 7,693 | | | | 68,440 | | | | 1,379 | | | | — | | | | 77,512 | |
Marketing and advertising | | | — | | | | 1,897 | | | | 122,474 | | | | 13,702 | | | | — | | | | 138,073 | |
General and administrative | | | — | | | | 5,819 | | | | 36,320 | | | | 3,856 | | | | — | | | | 45,995 | |
Amortization of acquired intangible assets | | | — | | | | — | | | | 15,897 | | | | 654 | | | | — | | | | 16,551 | |
Transaction-related expenses | | | — | | | | — | | | | 7,104 | | | | — | | | | — | | | | 7,104 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 15,409 | | | | 250,235 | | | | 19,591 | | | | — | | | | 285,235 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | — | | | | (16,298 | ) | | | 128,533 | | | | 254 | | | | — | | | | 112,489 | |
Interest income (expense), net | | | — | | | | — | | | | (1,095 | ) | | | 30 | | | | — | | | | (1,065 | ) |
Other income (expense), net | | | — | | | | (11 | ) | | | 783 | | | | (30 | ) | | | — | | | | 742 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | — | | | | (16,309 | ) | | | 128,221 | | | | 254 | | | | — | | | | 112,166 | |
Income tax (expense) benefit | | | — | | | | 5,953 | | | | (47,312 | ) | | | (18 | ) | | | — | | | | (41,377 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income from subsidiaries | | | — | | | | (10,356 | ) | | | 80,909 | | | | 236 | | | | — | | | | 70,789 | |
Income from subsidiaries | | | — | | | | 81,145 | | | | 107,123 | | | | 36,095 | | | | (224,363 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | — | | | $ | 70,789 | | | $ | 188,032 | | | $ | 36,331 | | | $ | (224,363 | ) | | $ | 70,789 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
ANCESTRY.COM LLC |
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
|
(in thousands) |
|
Year Ended December 31, 2014 (Successor) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Net income (loss) | | $ | (18,728 | ) | | $ | (80,643 | ) | | $ | (49,602 | ) | | $ | 673 | | | $ | 129,572 | | | $ | (18,728 | ) |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income (loss) | | $ | (18,728 | ) | | $ | (80,643 | ) | | $ | (49,602 | ) | | $ | 673 | | | $ | 129,572 | | | $ | (18,728 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Year Ended December 31, 2013 (Successor) | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Net income (loss) | | $ | (79,700 | ) | | $ | (134,341 | ) | | $ | (151,918 | ) | | $ | 84 | | | $ | 286,175 | | | $ | (79,700 | ) |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income (loss) | | $ | (79,700 | ) | | $ | (134,341 | ) | | $ | (151,918 | ) | | $ | 84 | | | $ | 286,175 | | | $ | (79,700 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Period from December 29, 2012 to December 31, 2012 (Successor) | |
| | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Net loss | | $ | (72,675 | ) | | $ | (72,675 | ) | | $ | (110,089 | ) | | $ | (478 | ) | | $ | 183,242 | | | $ | (72,675 | ) |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive loss | | $ | (72,675 | ) | | $ | (72,675 | ) | | $ | (110,089 | ) | | $ | (478 | ) | | $ | 183,242 | | | $ | (72,675 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Period from January 1, 2012 to December 28, 2012 (Predecessor) | |
| | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Net income | | $ | — | | | $ | 70,789 | | | $ | 188,032 | | | $ | 36,331 | | | $ | (224,363 | ) | | $ | 70,789 | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | | — | | | | — | | | | 381 | | | | — | | | | 381 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | — | | | | — | | | | — | | | | 381 | | | | — | | | | 381 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income | | $ | — | | | $ | 70,789 | | | $ | 188,032 | | | $ | 36,712 | | | $ | (224,363 | ) | | $ | 71,170 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
ANCESTRY.COM LLC |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
|
(in thousands) |
|
Year Ended December 31, 2014 (Successor) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non-Guarantor | | | Elimination | | | Total | |
Subsidiaries | Subsidiaries |
Net cash provided by (used in) operating activities | | $ | 37,543 | | | $ | 129,471 | | | $ | 211,511 | | | $ | (4,208 | ) | | $ | (218,997 | ) | | $ | 155,320 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalization of content databases | | | — | | | | — | | | | (37,566 | ) | | | — | | | | — | | | | (37,566 | ) |
Purchases of property and equipment | | | — | | | | — | | | | (21,547 | ) | | | (274 | ) | | | — | | | | (21,821 | ) |
Investment in subsidiaries | | | — | | | | (25,448 | ) | | | (60 | ) | | | (48 | ) | | | 25,556 | | | | — | |
Return of capital from subsidiaries | | | — | | | | — | | | | 66,860 | | | | — | | | | (66,860 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | — | | | | (25,448 | ) | | | 7,687 | | | | (322 | ) | | | (41,304 | ) | | | (59,387 | ) |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Member’s capital contributions | | | 26 | | | | — | | | | — | | | | — | | | | — | | | | 26 | |
Principal payments on debt | | | — | | | | (37,572 | ) | | | — | | | | — | | | | — | | | | (37,572 | ) |
Excess tax benefits from stock-based compensation | | | — | | | | — | | | | 4,063 | | | | — | | | | — | | | | 4,063 | |
Return-of-capital distribution | | | (37,610 | ) | | | — | | | | — | | | | — | | | | — | | | | (37,610 | ) |
Payment of contingent consideration | | | — | | | | — | | | | (2,900 | ) | | | — | | | | — | | | | (2,900 | ) |
Capital contribution from parent | | | — | | | | — | | | | 25,496 | | | | 60 | | | | (25,556 | ) | | | — | |
Return of capital to parent | | | — | | | | (66,860 | ) | | | — | | | | — | | | | 66,860 | | | | — | |
Intercompany dividends paid | | | — | | | | — | | | | (201,529 | ) | | | (17,468 | ) | | | 218,997 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (37,584 | ) | | | (104,432 | ) | | | (174,870 | ) | | | (17,408 | ) | | | 260,301 | | | | (73,993 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (41 | ) | | | (409 | ) | | | 44,328 | | | | (21,938 | ) | | | — | | | | 21,940 | |
Cash and cash equivalents at beginning of period | | | 338 | | | | 562 | | | | 60,362 | | | | 25,292 | | | | — | | | | 86,554 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 297 | | | $ | 153 | | | $ | 104,690 | | | $ | 3,354 | | | $ | — | | | $ | 108,494 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Year Ended December 31, 2013 (Successor) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non-Guarantor | | | Elimination | | | Total | |
Subsidiaries | Subsidiaries |
Net cash provided by (used in) operating activities | | $ | 342 | | | $ | (25,037 | ) | | $ | 199,246 | | | $ | (3,916 | ) | | $ | (7,656 | ) | | $ | 162,979 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalization of content databases | | | — | | | | — | | | | (22,164 | ) | | | (75 | ) | | | — | | | | (22,239 | ) |
Purchases of property and equipment | | | — | | | | — | | | | (26,597 | ) | | | (117 | ) | | | — | | | | (26,714 | ) |
Acquisitions of businesses, net of cash acquired | | | — | | | | — | | | | (9,000 | ) | | | — | | | | — | | | | (9,000 | ) |
Collection of intercompany loans | | | — | | | | — | | | | — | | | | 26,200 | | | | (26,200 | ) | | | — | |
Investment in subsidiaries | | | (2,853 | ) | | | (42,227 | ) | | | (864 | ) | | | — | | | | 45,944 | | | | — | |
Return of capital from subsidiaries | | | — | | | | 144,832 | | | | 20,734 | | | | — | | | | (165,566 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | (2,853 | ) | | | 102,605 | | | | 37,891 | | | | 26,008 | | | | (145,822 | ) | | | (57,953 | ) |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from exercise of stock options | | | — | | | | — | | | | 457 | | | | — | | | | — | | | | 457 | |
Taxes paid related to net share settlement of stock-based awards | | | — | | | | — | | | | (595 | ) | | | — | | | | — | | | | (595 | ) |
Principal payments on debt | | | — | | | | (47,896 | ) | | | — | | | | — | | | | — | | | | (47,896 | ) |
Payment of deferred financing costs | | | — | | | | (8,938 | ) | | | — | | | | — | | | | — | | | | (8,938 | ) |
Excess tax benefits from stock-based awards activity | | | 292 | | | | — | | | | — | | | | — | | | | — | | | | 292 | |
Member’s capital contributions | | | 2,557 | | | | — | | | | — | | | | — | | | | — | | | | 2,557 | |
Repayment of intercompany loans | | | — | | | | — | | | | (26,200 | ) | | | — | | | | 26,200 | | | | — | |
Capital contribution from parent | | | — | | | | 499 | | | | 45,080 | | | | 365 | | | | (45,944 | ) | | | — | |
Return of capital to parent | | | — | | | | (17,313 | ) | | | (144,832 | ) | | | (3,421 | ) | | | 165,566 | | | | — | |
Intercompany dividends paid | | | — | | | | (3,828 | ) | | | (3,828 | ) | | | — | | | | 7,656 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 2,849 | | | | (77,476 | ) | | | (129,918 | ) | | | (3,056 | ) | | | 153,478 | | | | (54,123 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | 338 | | | | 92 | | | | 31,437 | | | | 19,036 | | | | — | | | | 50,903 | |
Cash and cash equivalents at beginning of period | | | — | | | | 470 | | | | 28,925 | | | | 6,256 | | | | — | | | | 35,651 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 338 | | | $ | 562 | | | $ | 60,362 | | | $ | 25,292 | | | $ | — | | | $ | 86,554 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Period from December 29, 2012 to December 31, 2012 (Successor) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non-Guarantor | | | Elimination | | | Total | |
Subsidiaries | Subsidiaries |
Net cash used in operating activities | | $ | — | | | $ | (30,851 | ) | | $ | (54,484 | ) | | $ | — | | | $ | — | | | $ | (85,335 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisitions of businesses, net of cash acquired | | | — | | | | (1,352,744 | ) | | | — | | | | — | | | | — | | | | (1,352,744 | ) |
Investment in subsidiaries | | | (555,418 | ) | | | (76,520 | ) | | | (6,256 | ) | | | — | | | | 638,194 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (555,418 | ) | | | (1,429,264 | ) | | | (6,256 | ) | | | — | | | | 638,194 | | | | (1,352,744 | ) |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of long-term debt | | | — | | | | 943,200 | | | | — | | | | — | | | | — | | | | 943,200 | |
Payment of deferred financing costs | | | — | | | | (38,033 | ) | | | — | | | | — | | | | — | | | | (38,033 | ) |
Excess tax benefits from stock-based awards activity | | | — | | | | — | | | | 13,145 | | | | — | | | | — | | | | 13,145 | |
Member’s capital contribution | | | 555,418 | | | | — | | | | — | | | | — | | | | — | | | | 555,418 | |
Capital contribution from parent | | | — | | | | 555,418 | | | | 76,520 | | | | 6,256 | | | | (638,194 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by financing activities | | | 555,418 | | | | 1,460,585 | | | | 89,665 | | | | 6,256 | | | | (638,194 | ) | | | 1,473,730 | |
Net increase in cash and cash equivalents | | | — | | | | 470 | | | | 28,925 | | | | 6,256 | | | | — | | | | 35,651 | |
Cash and cash equivalents at beginning of period, less cash acquired | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | 470 | | | $ | 28,925 | | | $ | 6,256 | | | $ | — | | | $ | 35,651 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
Period from January 1, 2012 to December 28, 2012 (Predecessor) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent | | | Issuer | | | Guarantor | | | Non-Guarantor | | | Elimination | | | Total | |
Subsidiaries | Subsidiaries |
Net cash provided by (used in) operating activities | | $ | — | | | $ | 4,621 | | | $ | 150,217 | | | $ | (1,337 | ) | | $ | — | | | $ | 153,501 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalization of content databases | | | — | | | | — | | | | (23,538 | ) | | | — | | | | — | | | | (23,538 | ) |
Purchases of property and equipment | | | — | | | | — | | | | (20,389 | ) | | | (387 | ) | | | — | | | | (20,776 | ) |
Acquisitions of businesses, net of cash acquired | | | — | | | | — | | | | (114,506 | ) | | | — | | | | — | | | | (114,506 | ) |
Investment in subsidiaries | | | — | | | | (5,244 | ) | | | — | | | | — | | | | 5,244 | | | | — | |
Return of capital from subsidiaries | | | — | | | | — | | | | 204 | | | | — | | | | (204 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | (5,244 | ) | | | (158,229 | ) | | | (387 | ) | | | 5,040 | | | | (158,820 | ) |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from exercise of stock options | | | — | | | | 11,922 | | | | — | | | | — | | | | — | | | | 11,922 | |
Taxes paid related to net share settlement of stock-based awards | | | — | | | | — | | | | (3,247 | ) | | | — | | | | — | | | | (3,247 | ) |
Proceeds from issuance of long-term debt | | | — | | | | — | | | | 70,000 | | | | — | | | | — | | | | 70,000 | |
Principal payments on debt | | | — | | | | — | | | | (80,000 | ) | | | — | | | | — | | | | (80,000 | ) |
Excess tax benefits from stock-based awards activity | | | — | | | | — | | | | 10,178 | | | | 322 | | | | — | | | | 10,500 | |
Repurchases of common stock | | | — | | | | (12,832 | ) | | | — | | | | — | | | | — | | | | (12,832 | ) |
Capital contribution from parent | | | — | | | | — | | | | 5,244 | | | | — | | | | (5,244 | ) | | | — | |
Return of capital to parent | | | — | | | | — | | | | — | | | | (204 | ) | | | 204 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | — | | | | (910 | ) | | | 2,175 | | | | 118 | | | | (5,040 | ) | | | (3,657 | ) |
Effect of changes in foreign currency exchange rates on cash and cash equivalents | | | — | | | | — | | | | — | | | | 29 | | | | — | | | | 29 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | | | — | | | | (1,533 | ) | | | (5,837 | ) | | | (1,577 | ) | | | — | | | | (8,947 | ) |
Cash and cash equivalents at beginning of period | | | — | | | | 2,003 | | | | 39,162 | | | | 7,833 | | | | — | | | | 48,998 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | 470 | | | $ | 33,325 | | | $ | 6,256 | | | $ | — | | | $ | 40,051 | |
| | | | | | | | | | | | | | | | | | | | | | | | |