Supplemental Guarantor Financial Information

6 Months Ended

Oct. 31, 2019

Supplemental Guarantor Financial Information [Abstract]

Supplemental Guarantor Financial Information

20. Supplemental Guarantor Financial Information

The Senior Notes issued by Infor (US), Inc. are fully and unconditionally guaranteed, except for certain customary automatic release provisions, jointly and severally, by Infor, Inc., its parent company, and substantially all of its existing and future wholly-owned domestic subsidiaries (collectively the Guarantor Subsidiaries). See Note 13, Debt. Its other subsidiaries (collectively, the Non-Guarantor Subsidiaries) are not guarantors of our borrowings. The indentures governing the Senior Notes limit, among other things, the ability of Infor, Inc. and the Guarantor Subsidiaries to incur additional indebtedness; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens or use assets as security in other transactions; merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; enter into transactions with affiliates; and sell or transfer certain assets.

The following tables set forth requisite financial information of Infor, Inc., Infor (US), Inc., the Guarantor Subsidiaries and Non-Guarantor Subsidiaries including our Condensed Consolidating Balance Sheets as of October 31, 2019 and April 30, 2019, our Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for our fiscal quarters and six-month periods ended October 31, 2019 and 2018, and our Condensed Consolidating Statements of Cash Flows for the six months ended October 31, 2019 and 2018.

During the preparation of the condensed consolidating financial information of Infor, Inc. and Subsidiaries in the fourth quarter of fiscal 2019, management identified errors in (i) the presentation of equity in (earnings) loss of subsidiaries, net income (loss), net income (loss) attributable to noncontrolling interests and net income (loss) attributable to Infor, Inc. in the Parent, Issuer and Eliminations columns of our Consolidating Statements of Operations and Comprehensive Income (Loss), (ii) the presentation of comprehensive income (loss) and comprehensive income (loss) attributable to Infor, Inc. in the Parent, Issuer and Eliminations columns of the Consolidating Statements of Operations and Comprehensive Income (Loss), and (iii) the manner in which certain intercompany transactions were classified and presented that occurred between the Parent, Issuer and Non-Guarantor Subsidiaries which impacted the related columns in addition to the Eliminations column in the Consolidating Statements of Cash Flows and the Parent, Issuer and Eliminations columns in the Consolidating Balance Sheets. The cash flow errors were due to the following issues: (i) we presented all dividends, contributions, and intercompany loan activity in the financing section, as opposed to reflecting the activity as either financing or investing with a corresponding elimination amount; and (ii) we did not include constructive receipt of cash in the Parent column for cash that moved directly between the Issuer and affiliate companies of the parent of Infor, Inc. These errors impacted the disclosures as previously presented in our Quarterly Reports on Form 10-Q in fiscal 2019.

The Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) have been revised for error (i) and (ii) identified above, resulting in impacts to net income (loss) and net income (loss) attributable to Infor, Inc. in the Parent column of $0.5 million and $0.8 million for the three and six months ended October 31, 2018, respectively, and the Issuer column of $0.5 million and $0.8 million for the three and six months ended October 31, 2018, respectively. The Consolidating Statements of Operations and Comprehensive Income (Loss) have been revised resulting in impacts to comprehensive income (loss) and comprehensive income (loss) attributable to Infor, Inc. in the Parent column of $59.9 million and $101.6 million for the three and six months ended October 31, 2018, respectively, and in the Issuer column of $59.8 million and $101.4 million for the three and six months ended October 31, 2018, respectively. The Consolidating Statements of Cash Flows have been revised resulting in impacts to cash flows provided by (used in) investing activities and financing activities for error (iii) identified above. The impact to cash flows provided by (used in) investing activities in the Parent column was $50.0 million for the six months ended October 31, 2018. The impact to cash flows provided by (used in) investing activities in the Non-Guarantor Subsidiaries column was $3.4 million for the six months ended October 31, 2018. The impact to cash flows provided by (used in) financing activities in the Parent column was $50.0 million for the six months ended October 31, 2018. The impact to cash flows provided by (used in) financing activities in the Non-Guarantor Subsidiaries column was $3.4 million for the six months ended October 31, 2018. The errors, which we have determined are not material to this disclosure, are eliminated upon consolidation and therefore have no impact on our Guarantor subsidiaries or consolidated financial statements.

During the first quarter of fiscal 2020, a misstatement was identified that caused an overstatement in the income tax provision presented within our Consolidated Statements of Operations for the three and nine months ended January 31, 2019 and the fiscal year ended April 30, 2019, and a corresponding overstatement in deferred tax liabilities presented within our Consolidated Balance Sheets as of January 31, 2019 and April 30, 2019. Correction of this misstatement resulted in a $14.7 million reduction in deferred tax liabilities and a $14.7 million decrease in accumulated deficit on our Consolidated Balance Sheet and Consolidated Statement of Stockholders’ Deficit as of April 30, 2019, and impacted, for the full amount of the misstatement, in each of the Parent, Issuer and Eliminations columns. See Note 1, Nature of Business and Basis of Presentation – Revision of Prior Period Financial Statements, for additional discussion of the nature of the identified misstatement related to this matter.

We have revised the condensed Consolidating Balance Sheets, Consolidating Statements of Operations and Comprehensive Income (Loss) and Consolidating Statements of Cash Flows for the applicable periods presented below, to correct for these errors and misstatements. We will correct the errors and misstatements associated with other applicable prior period interim disclosures in future quarterly Form 10-Q filings.

We periodically consolidate our operating subsidiaries, primarily Guarantor Subsidiaries, into Infor (US), Inc. When such consolidations occur, we retrospectively adjust the Subsidiary Issuer and Guarantor Subsidiary columns accordingly for all periods presented below.

Condensed Consolidating Balance Sheets


		October 31, 2019
		Infor, Inc.		Infor (US), Inc.		Guarantor		Non-Guarantor				Total
(in millions)		(Parent)		(Subsidiary Issuer)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	-	$	63.2	$	-	$	184.1	$	-	$	247.3
Accounts receivable, net		-		200.9		14.5		222.3		-		437.7
Prepaid expenses		-		147.9		3.7		45.7		-		197.3
Income tax receivable		-		28.3		1.2		4.5		-		34.0
Other current assets		-		20.4		0.4		22.0		-		42.8
Affiliate receivable		-		135.8		179.5		254.0		(569.3)		-
Total current assets		-		596.5		199.3		732.6		(569.3)		959.1
Property and equipment, net		-		111.5		-		45.0		-		156.5
Operating lease right-of-use assets		-		84.0		0.2		103.5		-		187.7
Intangible assets, net		-		393.1		-		65.4		-		458.5
Goodwill		-		2,974.7		62.6		1,533.2		-		4,570.5
Deferred tax assets		-		0.3		0.1		113.7		(0.1)		114.0
Other assets		-		100.8		3.7		52.8		-		157.3
Affiliate receivable		-		113.9		-		129.6		(243.5)		-
Investment in subsidiaries		-		2,015.0		-		-		(2,015.0)		-
Total assets	$	-	$	6,389.8	$	265.9	$	2,775.8	$	(2,827.9)	$	6,603.6
Liabilities and stockholders'
deficit
Current liabilities:
Accounts payable	$	-	$	71.2	$	-	$	21.7	$	-	$	92.9
Income tax payable		-		0.1		-		30.2		-		30.3
Accrued expenses		-		240.4		2.2		221.2		-		463.8
Deferred revenue		-		702.5		30.6		314.1		-		1,047.2
Affiliate payable		29.4		430.0		3.1		106.8		(569.3)		-
Current portion of long-term obligations		-		32.6		-		-		-		32.6
Operating lease liabilities		-		22.8		0.1		22.3		-		45.2
Total current liabilities		29.4		1,499.6		36.0		716.3		(569.3)		1,712.0
Long-term debt		-		5,136.7		-		-		-		5,136.7
Operating lease liabilities, noncurrent		-		87.6		0.1		83.4		-		171.1
Deferred tax liabilities		-		65.6		-		7.7		(0.1)		73.2
Affiliate payable		58.1		129.7		-		55.7		(243.5)		-
Other long-term liabilities		-		50.3		1.0		119.1		-		170.4
Losses in excess of investment in subsidiaries		579.7		-		-		-		(579.7)		-
Total liabilities		667.2		6,969.5		37.1		982.2		(1,392.6)		7,263.4
Total Infor, Inc. stockholders'
equity (deficit)		(667.2)		(579.7)		228.8		1,786.2		(1,435.3)		(667.2)
Noncontrolling interests		-		-		-		7.4		-		7.4
Total stockholders' equity (deficit)		(667.2)		(579.7)		228.8		1,793.6		(1,435.3)		(659.8)
Total liabilities and
stockholders' equity (deficit)	$	-	$	6,389.8	$	265.9	$	2,775.8	$	(2,827.9)	$	6,603.6


		April 30, 2019
		Infor, Inc.		Infor (US), Inc.		Guarantor		Non-Guarantor				Total
(in millions)		(Parent)		(Subsidiary Issuer)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	-	$	105.3	$	-	$	251.1	$	-	$	356.4
Accounts receivable, net		-		254.9		12.6		249.3		-		516.8
Prepaid expenses		-		156.5		3.7		48.3		-		208.5
Income tax receivable		-		10.4		0.1		4.4		-		14.9
Other current assets		-		11.5		1.4		31.9		-		44.8
Affiliate receivable		45.0		143.2		163.9		167.3		(519.4)		-
Total current assets		45.0		681.8		181.7		752.3		(519.4)		1,141.4
Property and equipment, net		-		125.9		-		46.2		-		172.1
Intangible assets, net		-		472.7		0.1		92.2		-		565.0
Goodwill		-		2,974.6		62.6		1,545.2		-		4,582.4
Deferred tax assets		-		0.3		0.1		116.1		(0.1)		116.4
Other assets		-		121.0		3.4		51.0		-		175.4
Affiliate receivable		-		124.2		-		157.6		(281.8)		-
Investment in subsidiaries		-		1,937.8		-		-		(1,937.8)		-
Total assets	$	45.0	$	6,438.3	$	247.9	$	2,760.6	$	(2,739.1)	$	6,752.7
Liabilities and stockholders'
deficit
Current liabilities:
Accounts payable	$	-	$	99.2	$	-	$	23.4	$	-	$	122.6
Income tax payable		-		0.3		-		51.1		-		51.4
Accrued expenses		45.0		230.6		1.9		188.8		-		466.3
Deferred revenue		-		747.6		28.1		412.3		-		1,188.0
Affiliate payable		29.4		374.5		1.1		114.4		(519.4)		-
Current portion of long-term obligations		-		27.5		-		-		-		27.5
Total current liabilities		74.4		1,479.7		31.1		790.0		(519.4)		1,855.8
Long-term debt		-		5,154.2		-		-		-		5,154.2
Deferred tax liabilities		-		29.7		-		9.0		(0.1)		38.6
Affiliate payable		58.2		157.6		-		66.0		(281.8)		-
Other long-term liabilities		-		80.3		0.5		166.7		-		247.5
Losses in excess of investment in subsidiaries		463.2		-		-		-		(463.2)		-
Total liabilities		595.8		6,901.5		31.6		1,031.7		(1,264.5)		7,296.1
Total Infor, Inc. stockholders'
equity (deficit)		(550.8)		(463.2)		216.3		1,721.5		(1,474.6)		(550.8)
Noncontrolling interests		-		-		-		7.4		-		7.4
Total stockholders' equity (deficit)		(550.8)		(463.2)		216.3		1,728.9		(1,474.6)		(543.4)
Total liabilities and
stockholders' equity (deficit)	$	45.0	$	6,438.3	$	247.9	$	2,760.6	$	(2,739.1)	$	6,752.7

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)


		Three Months Ended October 31, 2019
		Infor, Inc.		Infor (US), Inc.		Guarantor		Non-Guarantor				Total
(in millions)		(Parent)		(Subsidiary Issuer)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenues
SaaS subscriptions	$	-	$	140.7	$	4.3	$	34.4	$	-	$	179.4
Software license fees		-		27.2		0.7		29.7		-		57.6
Software subscriptions and license fees		-		167.9		5.0		64.1		-		237.0
Product updates and support fees		-		190.1		8.5		137.4		-		336.0
Software revenues		-		358.0		13.5		201.5		-		573.0
Consulting services and other fees		-		80.0		5.3		102.4		-		187.7
Total revenues		-		438.0		18.8		303.9		-		760.7

Operating expenses
Cost of SaaS subscriptions		-		63.2		0.6		12.5		-		76.3
Cost of software license fees		-		5.0		-		4.3		-		9.3
Cost of product updates and support fees		-		29.7		0.8		24.6		-		55.1
Cost of consulting services and other fees		-		81.0		3.3		86.4		-		170.7
Sales and marketing		-		77.7		4.2		45.8		-		127.7
Research and development		-		74.1		1.3		48.2		-		123.6
General and administrative		-		54.2		0.1		21.1		-		75.4
Amortization of intangible assets and depreciation		-		84.5		-		18.8		-		103.3
Restructuring costs		-		15.4		0.6		9.2		-		25.2
Acquisition-related and other costs		-		3.5		-		0.5		-		4.0
Affiliate (income) expense, net		-		4.9		2.3		(7.2)		-		-
Total operating expenses		-		493.2		13.2		264.2		-		770.6
Income from operations		-		(55.2)		5.6		39.7		-		(9.9)
Other expense, net:
Interest expense, net		-		79.4		-		0.1		-		79.5
Affiliate interest (income) expense, net		-		1.3		-		(1.3)		-		-
Other (income) expense, net		-		11.9		-		(10.9)		-		1.0
Total other expense, net		-		92.6		-		(12.1)		-		80.5
Income (loss) before income tax		-		(147.8)		5.6		51.8		-		(90.4)
Income tax provision (benefit)		-		11.7		-		15.6		-		27.3
Equity in (earnings) loss of subsidiaries		118.1		(41.4)		-		-		(76.7)		-
Net income (loss)		(118.1)		(118.1)		5.6		36.2		76.7		(117.7)
Net income (loss) attributable to
noncontrolling interests		-		-		-		0.4		-		0.4
Net income (loss) attributable to Infor, Inc.	$	(118.1)	$	(118.1)	$	5.6	$	35.8	$	76.7	$	(118.1)
Comprehensive income (loss)	$	(105.1)	$	(105.1)	$	5.6	$	48.9	$	50.7	$	(105.0)
Noncontrolling interests comprehensive
income (loss)		-		-		-		0.1		-		0.1
Comprehensive income (loss) attributable
to Infor, Inc.	$	(105.1)	$	(105.1)	$	5.6	$	48.8	$	50.7	$	(105.1)


		Three Months Ended October 31, 2018
		Infor, Inc.		Infor (US), Inc.		Guarantor		Non-Guarantor				Total
(in millions)		(Parent)		(Subsidiary Issuer)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenues
SaaS subscriptions	$	-	$	125.8	$	3.2	$	31.5	$	-	$	160.5
Software license fees		-		33.0		1.0		35.4		-		69.4
Software subscriptions and license fees		-		158.8		4.2		66.9		-		229.9
Product updates and support fees		-		199.2		8.0		141.4		-		348.6
Software revenues		-		358.0		12.2		208.3		-		578.5
Consulting services and other fees		-		97.9		6.8		116.2		-		220.9
Total revenues		-		455.9		19.0		324.5		-		799.4

Operating expenses
Cost of SaaS subscriptions		-		59.9		0.3		10.9		-		71.1
Cost of software license fees		-		6.7		-		4.1		-		10.8
Cost of product updates and support fees		-		31.2		0.7		26.0		-		57.9
Cost of consulting services and other fees		-		81.2		4.0		88.7		-		173.9
Sales and marketing		-		80.1		4.7		45.5		-		130.3
Research and development		-		75.8		1.4		47.6		-		124.8
General and administrative		-		34.5		-		22.9		-		57.4
Amortization of intangible assets and depreciation		-		41.8		-		11.1		-		52.9
Restructuring costs		-		3.0		-		2.7		-		5.7
Acquisition-related and other costs		-		3.7		-		0.6		-		4.3
Affiliate (income) expense, net		-		12.6		0.7		(13.3)		-		-
Total operating expenses		-		430.5		11.8		246.8		-		689.1
Income (loss) from operations		-		25.4		7.2		77.7		-		110.3
Other expense, net:
Interest expense, net		-		81.3		-		(0.2)		-		81.1
Affiliate interest (income) expense, net		-		1.8		-		(1.8)		-		-
Other (income) expense, net		-		(58.6)		(0.1)		(1.0)		-		(59.7)
Total other expense, net		-		24.5		(0.1)		(3.0)		-		21.4
Income (loss) before income tax		-		0.9		7.3		80.7		-		88.9
Income tax provision (benefit)		-		(6.0)		(5.6)		21.1		-		9.5
Equity in (earnings) loss of subsidiaries		(78.9)		(72.0)		-		-		150.9		-
Net income (loss)		78.9		78.9		12.9		59.6		(150.9)		79.4
Net income (loss) attributable to
noncontrolling interests		-		-		-		0.5		-		0.5
Net income (loss) attributable to Infor, Inc.	$	78.9	$	78.9	$	12.9	$	59.1	$	(150.9)	$	78.9
Comprehensive income (loss)	$	19.5	$	19.5	$	12.9	$	(0.5)	$	(32.2)	$	19.2
Noncontrolling interests comprehensive
income (loss)		-		-		-		(0.3)		-		(0.3)
Comprehensive income (loss) attributable
to Infor, Inc.	$	19.5	$	19.5	$	12.9	$	(0.2)	$	(32.2)	$	19.5


		Six Months Ended October 31, 2019
		Infor, Inc.		Infor (US), Inc.		Guarantor		Non-Guarantor				Total
(in millions)		(Parent)		(Subsidiary Issuer)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenues
SaaS subscriptions	$	-	$	279.8	$	9.2	$	62.2	$	-	$	351.2
Software license fees		-		49.7		4.4		58.4		-		112.5
Software subscriptions and license fees		-		329.5		13.6		120.6		-		463.7
Product updates and support fees		-		382.6		16.9		277.1		-		676.6
Software revenues		-		712.1		30.5		397.7		-		1,140.3
Consulting services and other fees		-		177.3		11.0		212.1		-		400.4
Total revenues		-		889.4		41.5		609.8		-		1,540.7

Operating expenses
Cost of SaaS subscriptions		-		125.8		1.1		25.0		-		151.9
Cost of software license fees		-		10.3		0.8		8.8		-		19.9
Cost of product updates and support fees		-		60.2		1.5		49.9		-		111.6
Cost of consulting services and other fees		-		163.4		7.2		173.0		-		343.6
Sales and marketing		-		147.0		9.7		92.2		-		248.9
Research and development		-		150.5		2.7		97.2		-		250.4
General and administrative		-		92.3		0.2		43.0		-		135.5
Amortization of intangible assets and depreciation		-		129.1		0.1		30.7		-		159.9
Restructuring costs		-		17.7		0.6		13.4		-		31.7
Acquisition-related and other costs		-		4.3		-		0.7		-		5.0
Affiliate (income) expense, net		-		10.8		6.4		(17.2)		-		-
Total operating expenses		-		911.4		30.3		516.7		-		1,458.4
Income from operations		-		(22.0)		11.2		93.1		-		82.3
Other expense, net:
Interest expense, net		-		167.1		-		0.1		-		167.2
Affiliate interest (income) expense, net		-		2.8		-		(2.8)		-		-
Other (income) expense, net		-		(9.6)		-		(1.3)		-		(10.9)
Total other expense, net		-		160.3		-		(4.0)		-		156.3
Income (loss) before income tax		-		(182.3)		11.2		97.1		-		(74.0)
Income tax provision (benefit)		-

Infor, Inc. 10-Q