Supplemental Guarantor Information | 3 Months Ended |
Mar. 31, 2014 |
Supplemental Guarantor Information [Abstract] | ' |
Supplemental Guarantor Information | ' |
Supplemental Guarantor Information |
The $480 million principal amount 53/8% Senior Notes due 2022 (the "2022 Notes"), $450 million principal amount 53/8% Senior Notes due 2022 (the "2022 Mirror Notes") and $350 million principal amount 63/8% Senior Notes due 2023 (the "2023 Notes") (collectively, the "Senior Notes") are unsecured obligations of Holdings ("Issuer") and are fully and unconditionally guaranteed by the Company (“Parent Guarantor”) and substantially all of the Issuer’s subsidiaries (“Combined Subsidiary Guarantors”). The guarantees are joint and several. The Combined Subsidiary Guarantors are directly or indirectly wholly owned by the Issuer, which is wholly owned by the Parent Guarantor. A significant amount of the Issuer’s cash flow is generated by the Combined Subsidiary Guarantors. As a result, funds necessary to meet the Issuer’s debt service obligations are provided in large part by distributions or advances from the Combined Subsidiary Guarantors. The Senior Notes are governed by indentures that contain certain restrictive covenants. These restrictions affect, and in many respects limit or prohibit, among other things, the ability of the Parent Guarantor, the Issuer and its subsidiaries to incur indebtedness, make prepayments of certain indebtedness, pay dividends, make investments, engage in transactions with stockholders and affiliates, issue capital stock of subsidiaries, create liens, sell assets and engage in mergers and consolidations. |
The following information sets forth the Company’s Condensed Consolidating Balance Sheets as of March 31, 2014 and December 31, 2013, Condensed Consolidating Statements of Operations for the three months ended March 31, 2014 and 2013, Condensed Consolidating Statements of Comprehensive Income for the three months ended March 31, 2014 and 2013, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2014 and 2013. |
tw telecom inc. |
CONDENSED CONSOLIDATING BALANCE SHEET |
March 31, 2014 |
(unaudited) |
|
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Issuer | | Combined | | Eliminations | | Consolidated |
Guarantor | Subsidiary |
| Guarantors |
| | (amounts in thousands) |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 24,546 | | | $ | 154,293 | | | $ | — | | | $ | — | | | $ | 178,839 | |
|
Investments | | — | | | 176,394 | | | — | | | — | | | 176,394 | |
|
Receivables, net | | — | | | — | | | 98,811 | | | — | | | 98,811 | |
|
Prepaid expenses and other current assets | | — | | | 14,179 | | | 9,555 | | | — | | | 23,734 | |
|
Deferred income taxes | | — | | | 54,006 | | | 20 | | | — | | | 54,026 | |
|
Intercompany receivable | | 795,857 | | | 1,578,083 | | | — | | | (2,373,940 | ) | | — | |
|
Total current assets | | 820,403 | | | 1,976,955 | | | 108,386 | | | (2,373,940 | ) | | 531,804 | |
|
Property, plant and equipment, net | | — | | | 80,410 | | | 1,645,853 | | | — | | | 1,726,263 | |
|
Deferred income taxes | | — | | | 87,848 | | | 484 | | | — | | | 88,332 | |
|
Goodwill | | — | | | — | | | 412,694 | | | — | | | 412,694 | |
|
Intangible and other assets, net | | — | | | 34,976 | | | 18,475 | | | — | | | 53,451 | |
|
Total assets | | $ | 820,403 | | | $ | 2,180,189 | | | $ | 2,185,892 | | | $ | (2,373,940 | ) | | $ | 2,812,544 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | |
Current liabilities: | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 10,541 | | | $ | 61,170 | | | $ | — | | | $ | 71,711 | |
|
Current portion debt and capital lease obligations | | — | | | 5,480 | | | 3,398 | | | — | | | 8,878 | |
|
Other current liabilities | | — | | | 82,682 | | | 139,177 | | | — | | | 221,859 | |
|
Intercompany payable | | — | | | — | | | 2,373,940 | | | (2,373,940 | ) | | — | |
|
Total current liabilities | | — | | | 98,703 | | | 2,577,685 | | | (2,373,940 | ) | | 302,448 | |
|
Losses in subsidiary in excess of investment | | 288,142 | | | 849,208 | | | — | | | (1,137,350 | ) | | — | |
|
Long-term debt and capital lease obligations, net | | — | | | 1,772,865 | | | 142,216 | | | — | | | 1,915,081 | |
|
Long-term deferred revenue | | — | | | — | | | 19,871 | | | — | | | 19,871 | |
|
Other long-term liabilities | | — | | | 11,708 | | | 30,882 | | | — | | | 42,590 | |
|
Stockholders’ equity (deficit) | | 532,261 | | | (552,295 | ) | | (584,762 | ) | | 1,137,350 | | | 532,554 | |
|
Total liabilities and stockholders’ equity (deficit) | | $ | 820,403 | | | $ | 2,180,189 | | | $ | 2,185,892 | | | $ | (2,373,940 | ) | | $ | 2,812,544 | |
|
|
tw telecom inc. |
CONDENSED CONSOLIDATING BALANCE SHEET |
December 31, 2013 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Issuer | | Combined | | Eliminations | | Consolidated |
Guarantor | Subsidiary |
| Guarantors |
| | (amounts in thousands) |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 24,546 | | | $ | 259,873 | | | $ | — | | | $ | — | | | $ | 284,419 | |
|
Investments | | — | | | 194,576 | | | — | | | — | | | 194,576 | |
|
Receivables, net | | — | | | — | | | 107,258 | | | — | | | 107,258 | |
|
Prepaid expenses and other current assets | | — | | | 14,434 | | | 8,111 | | | — | | | 22,545 | |
|
Deferred income taxes | | — | | | 54,006 | | | 20 | | | — | | | 54,026 | |
|
Intercompany receivable | | 917,932 | | | 1,475,298 | | | — | | | (2,393,230 | ) | | — | |
|
Total current assets | | 942,478 | | | 1,998,187 | | | 115,389 | | | (2,393,230 | ) | | 662,824 | |
|
Property, plant and equipment, net | | — | | | 75,142 | | | 1,619,814 | | | — | | | 1,694,956 | |
|
Deferred income taxes | | — | | | 95,603 | | | 484 | | | — | | | 96,087 | |
|
Goodwill | | — | | | — | | | 412,694 | | | — | | | 412,694 | |
|
Intangible and other assets, net | | — | | | 36,001 | | | 19,898 | | | — | | | 55,899 | |
|
Total assets | | $ | 942,478 | | | $ | 2,204,933 | | | $ | 2,168,279 | | | $ | (2,393,230 | ) | | $ | 2,922,460 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | |
Current liabilities: | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 8,298 | | | $ | 30,156 | | | $ | — | | | $ | 38,454 | |
|
Current portion debt and capital lease obligations, net | | — | | | 29,008 | | | 3,462 | | | — | | | 32,470 | |
|
Other current liabilities | | — | | | 87,333 | | | 151,039 | | | — | | | 238,372 | |
|
Intercompany payable | | — | | | — | | | 2,393,230 | | | (2,393,230 | ) | | — | |
|
Total current liabilities | | — | | | 124,639 | | | 2,577,887 | | | (2,393,230 | ) | | 309,296 | |
|
Losses in subsidiary in excess of investment | | 306,440 | | | 858,499 | | | — | | | (1,164,939 | ) | | — | |
|
Long-term debt and capital lease obligations, net | | — | | | 1,773,607 | | | 143,168 | | | — | | | 1,916,775 | |
|
Long-term deferred revenue | | — | | | — | | | 20,046 | | | — | | | 20,046 | |
|
Other long-term liabilities | | — | | | 10,526 | | | 29,748 | | | — | | | 40,274 | |
|
Stockholders’ equity (deficit) | | 636,038 | | | (562,338 | ) | | (602,570 | ) | | 1,164,939 | | | 636,069 | |
|
Total liabilities and stockholders’ equity (deficit) | | $ | 942,478 | | | $ | 2,204,933 | | | $ | 2,168,279 | | | $ | (2,393,230 | ) | | $ | 2,922,460 | |
|
|
tw telecom inc. |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
Three Months Ended March 31, 2014 |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Issuer | | Combined | | Eliminations | | Consolidated |
Guarantor | Subsidiary |
| Guarantors |
| | (amounts in thousands) |
Total revenue | | $ | — | | | $ | — | | | $ | 408,293 | | | $ | — | | | $ | 408,293 | |
|
Costs and expenses: | | | | | | | | | | |
Operating, selling, general and administrative | | — | | | 71,941 | | | 208,930 | | | — | | | 280,871 | |
|
Depreciation, amortization and accretion | | — | | | 8,591 | | | 73,865 | | | — | | | 82,456 | |
|
Corporate expense allocation | | — | | | (80,532 | ) | | 80,532 | | | — | | | — | |
|
Total costs and expenses | | — | | | — | | | 363,327 | | | — | | | 363,327 | |
|
Operating income | | — | | | — | | | 44,966 | | | — | | | 44,966 | |
|
Interest expense, net | | — | | | (20,488 | ) | | (5,012 | ) | | — | | | (25,500 | ) |
|
Debt extinguishment costs | | — | | | (1,282 | ) | | — | | | — | | | (1,282 | ) |
|
Interest expense allocation | | — | | | 21,770 | | | (21,770 | ) | | — | | | — | |
|
Income before income taxes and equity in undistributed earnings of subsidiaries | | — | | | — | | | 18,184 | | | — | | | 18,184 | |
|
Income tax expense | | — | | | 8,017 | | | 376 | | | — | | | 8,393 | |
|
Net income (loss) before equity in undistributed earnings of subsidiaries | | — | | | (8,017 | ) | | 17,808 | | | — | | | 9,791 | |
|
Equity in undistributed earnings of subsidiaries | | 9,791 | | | 17,808 | | | — | | | (27,599 | ) | | — | |
|
Net income | | $ | 9,791 | | | $ | 9,791 | | | $ | 17,808 | | | $ | (27,599 | ) | | $ | 9,791 | |
|
|
tw telecom inc. |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
Three Months Ended March 31, 2013 |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Issuer | | Combined | | Eliminations | | Consolidated |
Guarantor | Subsidiary |
| Guarantors |
| | (amounts in thousands) |
Total revenue | | $ | — | | | $ | — | | | $ | 381,209 | | | $ | — | | | $ | 381,209 | |
|
Costs and expenses: | | | | | | | | | | |
Operating, selling, general and administrative | | — | | | 64,807 | | | 189,837 | | | — | | | 254,644 | |
|
Depreciation, amortization and accretion | | — | | | 6,579 | | | 67,816 | | | — | | | 74,395 | |
|
Corporate expense allocation | | — | | | (71,386 | ) | | 71,386 | | | — | | | — | |
|
Total costs and expenses | | — | | | — | | | 329,039 | | | — | | | 329,039 | |
|
Operating income | | — | | | — | | | 52,170 | | | — | | | 52,170 | |
|
Interest expense, net | | (8,136 | ) | | (17,878 | ) | | (2,049 | ) | | — | | | (28,063 | ) |
|
Interest expense allocation | | 8,136 | | | 17,878 | | | (26,014 | ) | | — | | | — | |
|
Income before income taxes and equity in undistributed earnings of subsidiaries | | — | | | — | | | 24,107 | | | — | | | 24,107 | |
|
Income tax expense | | — | | | 10,617 | | | 346 | | | — | | | 10,963 | |
|
Net income (loss) before equity in undistributed earnings of subsidiaries | | — | | | (10,617 | ) | | 23,761 | | | — | | | 13,144 | |
|
Equity in undistributed earnings of subsidiaries | | 13,144 | | | 23,761 | | | — | | | (36,905 | ) | | — | |
|
Net income | | $ | 13,144 | | | $ | 13,144 | | | $ | 23,761 | | | $ | (36,905 | ) | | $ | 13,144 | |
|
tw telecom inc. |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME |
Three Months Ended March 31, 2014 |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Issuer | | Combined | | Eliminations | | Consolidated |
Guarantor | Subsidiary |
| Guarantors |
| | (amounts in thousands) |
Net income | | $ | 9,791 | | | $ | 9,791 | | | $ | 17,808 | | | $ | (27,599 | ) | | $ | 9,791 | |
|
Other comprehensive income (loss), net of tax: | | | | | | | | | | |
Unrealized loss on available-for-sale securities | | (10 | ) | | (10 | ) | | — | | | 10 | | | (10 | ) |
|
Other comprehensive income (loss), net of tax | | (10 | ) | | (10 | ) | | — | | | 10 | | | (10 | ) |
|
Comprehensive income | | $ | 9,781 | | | $ | 9,781 | | | $ | 17,808 | | | $ | (27,589 | ) | | $ | 9,781 | |
|
tw telecom inc. |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME |
Three Months Ended March 31, 2013 |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Issuer | | Combined | | Eliminations | | Consolidated |
Guarantor | Subsidiary |
| Guarantors |
| | (amounts in thousands) |
Net income | | $ | 13,144 | | | $ | 13,144 | | | $ | 23,761 | | | $ | (36,905 | ) | | $ | 13,144 | |
|
Other comprehensive income, net of tax: | | | | | | | | | | |
Unrealized gain on available-for-sale securities | | 8 | | | 8 | | | — | | | (8 | ) | | 8 | |
|
Other comprehensive income, net of tax | | 8 | | | 8 | | | — | | | (8 | ) | | 8 | |
|
Comprehensive income | | $ | 13,152 | | | $ | 13,152 | | | $ | 23,761 | | | $ | (36,913 | ) | | $ | 13,152 | |
|
|
tw telecom inc. |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
Three Months Ended March 31, 2014 |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Issuer | | Combined | | Eliminations | | Consolidated |
Guarantor | Subsidiary |
| Guarantors |
| | (amounts in thousands) |
Cash flows from operating activities: | | | | | | | | | | |
Net income | | $ | 9,791 | | | $ | 9,791 | | | $ | 17,808 | | | $ | (27,599 | ) | | $ | 9,791 | |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
Depreciation, amortization and accretion | | — | | | 8,591 | | | 73,865 | | | — | | | 82,456 | |
|
Deferred income taxes | | — | | | 8,017 | | | — | | | — | | | 8,017 | |
|
Stock-based compensation expense | | — | | | — | | | 9,386 | | | — | | | 9,386 | |
|
Extinguishment costs, amortization of discount on debt and deferred debt issue costs | | — | | | 2,895 | | | — | | | — | | | 2,895 | |
|
Intercompany and equity investment changes | | 104,759 | | | (112,076 | ) | | (20,282 | ) | | 27,599 | | | — | |
|
Changes in operating assets and liabilities | | — | | | (1,304 | ) | | 3,984 | | | — | | | 2,680 | |
|
Net cash provided by (used in) operating activities | | 114,550 | | | (84,086 | ) | | 84,761 | | | — | | | 115,225 | |
|
Cash flows from investing activities: | | | | | | | | | | |
Capital expenditures | | — | | | (13,880 | ) | | (87,753 | ) | | — | | | (101,633 | ) |
|
Purchases of investments | | — | | | (51,703 | ) | | — | | | — | | | (51,703 | ) |
|
Proceeds from sale of investments | | — | | | 69,509 | | | — | | | — | | | 69,509 | |
|
Other investing activities, net | | — | | | 22 | | | 4,316 | | | — | | | 4,338 | |
|
Net cash provided by (used in) investing activities | | — | | | 3,948 | | | (83,437 | ) | | — | | | (79,489 | ) |
|
Cash flows from financing activities: | | | | | | | | | | |
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units | | (10,380 | ) | | — | | | — | | | — | | | (10,380 | ) |
|
Purchases of treasury stock | | (104,170 | ) | | — | | | — | | | — | | | (104,170 | ) |
|
Excess tax benefits from stock-based compensation | | — | | | 412 | | | — | | | — | | | 412 | |
|
Retirement of debt obligations | | — | | | (24,418 | ) | | — | | | — | | | (24,418 | ) |
|
Payment of debt and capital lease obligations | | — | | | (1,436 | ) | | (1,324 | ) | | — | | | (2,760 | ) |
|
Net cash used in financing activities | | (114,550 | ) | | (25,442 | ) | | (1,324 | ) | | — | | | (141,316 | ) |
|
Decrease in cash and cash equivalents | | — | | | (105,580 | ) | | — | | | — | | | (105,580 | ) |
|
Cash and cash equivalents at beginning of period | | 24,546 | | | 259,873 | | | — | | | — | | | 284,419 | |
|
Cash and cash equivalents at end of period | | $ | 24,546 | | | $ | 154,293 | | | $ | — | | | $ | — | | | $ | 178,839 | |
|
|
tw telecom inc. |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
Three Months Ended March 31, 2013 |
(unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Issuer | | Combined | | Eliminations | | Consolidated |
Guarantor | Subsidiary |
| Guarantors |
| | (amounts in thousands) |
Cash flows from operating activities: | | | | | | | | | | |
Net income | | $ | 13,144 | | | $ | 13,144 | | | $ | 23,761 | | | $ | (36,905 | ) | | $ | 13,144 | |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
Depreciation, amortization and accretion | | — | | | 6,579 | | | 67,816 | | | — | | | 74,395 | |
|
Deferred income taxes | | — | | | 10,617 | | | — | | | — | | | 10,617 | |
|
Stock-based compensation expense | | — | | | — | | | 9,462 | | | — | | | 9,462 | |
|
Amortization of discount on debt and deferred debt issue costs | | 5,918 | | | 877 | | | — | | | — | | | 6,795 | |
|
Intercompany and equity investment changes | | 27,247 | | | (88,651 | ) | | 24,499 | | | 36,905 | | | — | |
|
Changes in operating assets and liabilities | | 2,219 | | | 11,015 | | | (46,047 | ) | | — | | | (32,813 | ) |
|
Net cash provided by (used in) operating activities | | 48,528 | | | (46,419 | ) | | 79,491 | | | — | | | 81,600 | |
|
Cash flows from investing activities: | | | | | | | | | | |
Capital expenditures | | — | | | (10,903 | ) | | (76,897 | ) | | — | | | (87,800 | ) |
|
Purchases of investments | | — | | | (50,932 | ) | | — | | | — | | | (50,932 | ) |
|
Proceeds from sale of investments | | — | | | 33,990 | | | — | | | — | | | 33,990 | |
|
Other investing activities, net | | — | | | (5 | ) | | (2,235 | ) | | — | | | (2,240 | ) |
|
Net cash used in investing activities | | — | | | (27,850 | ) | | (79,132 | ) | | — | | | (106,982 | ) |
|
Cash flows from financing activities: | | | | | | | | | | |
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units | | 6,158 | | | — | | | — | | | — | | | 6,158 | |
|
Purchases of treasury stock | | (54,627 | ) | | — | | | — | | | — | | | (54,627 | ) |
|
Excess tax benefits from stock-based compensation | | — | | | 601 | | | — | | | — | | | 601 | |
|
Retirement of convertible debt obligations | | (59 | ) | | — | | | — | | | — | | | (59 | ) |
|
Payment of debt and capital lease obligations | | — | | | (1,350 | ) | | (359 | ) | | — | | | (1,709 | ) |
|
Net cash used in financing activities | | (48,528 | ) | | (749 | ) | | (359 | ) | | — | | | (49,636 | ) |
|
Decrease in cash and cash equivalents | | — | | | (75,018 | ) | | — | | | — | | | (75,018 | ) |
|
Cash and cash equivalents at beginning of period | | 24,544 | | | 782,184 | | | — | | | — | | | 806,728 | |
|
Cash and cash equivalents at end of period | | $ | 24,544 | | | $ | 707,166 | | | $ | — | | | $ | — | | | $ | 731,710 | |
|
| | | | | | | | | | | | | | | | | | | | | |