Supplemental Guarantor Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2013 |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' |
20. Supplemental Guarantor Condensed Consolidating Financial Statements |
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On May 5, 2011 Satmex offered $325,000 in aggregate principal amount of Senior Secured Notes. Satmex exchanged the Senior Secured Notes for $325.0 million of registered 9.5% Senior Secured Notes due 2017 (the “Exchange Notes”). |
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On April 9, 2012, Satmex offered an additional $35,000 aggregate principal amount of Senior Secured Notes as a tack-on to the Senior Secured Notes (the “Tack-on Notes”) due in 2017, issued in a private placement under Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended. The Tack-on Notes were exchanged for registered notes on September 28, 2012. The additional Tack-on Notes were priced at 102.00% and will bear interest at an annual fixed rate of 9.50%. |
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Both the Exchange Notes and the Tack-on Notes are guaranteed by all of Satmex’s U.S. domiciled subsidiaries existing on the issue date (which as of the date of the accompanying consolidated financial statements includes Alterna’TV Corp. and Alterna’TV Int. (the “Guarantors”). Future guarantor subsidiaries are contemplated in the indentures. The guarantees are full and unconditional and are joint and several obligations of the guarantors and are secured by first priority liens on the collateral securing the notes, subject to certain permitted liens. Accordingly, supplemental guarantor condensed consolidating financial statements are included hereon. |
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The following tables have been prepared in accordance with Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered, in order to present the (i) condensed consolidating balance sheets as of December 31, 2013 and 2012 (Successor registrant), (ii) condensed consolidating statements of operations and condensed statements of cash flows for (a) the years ended December 31, 2013 and 2012 and for the period from May 26, 2011 through December 31, 2011 (Successor registrant) and (b) the period from January 1, 2011 through May 25, 2011 (Predecessor Registrant), of Satmex, which is the issuer of the Senior Secured Notes and the Tack-on Notes, and of the Guarantors (which are combined for this purpose), the Non-Guarantors, and the elimination entries necessary to consolidate the issuer with the Guarantor and Non-Guarantor subsidiaries. Satmex’s investments in subsidiaries in the accompanying guarantor information are accounted for under the equity method, representing acquisition cost adjusted for Satmex’s share of the subsidiary’s cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. |
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Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
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Condensed Consolidating Balance Sheets |
As of December 31, 2013 |
(In thousands of U. S. dollars) |
|
| | Successor Registrant | |
| | Satmex | | Guarantor | | Non | | Eliminations | | | |
Guarantor | upon |
| | Issuer | | Subsidiaries | | Subsidiaries | | consolidation | | Consolidated | |
Assets | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 25,244 | | $ | 879 | | $ | 3,673 | | $ | — | | $ | 29,796 | |
Accounts receivable, net | | 14,936 | | 3,343 | | 5,539 | | (7,248 | ) | 16,570 | |
Prepaid insurance and other assets | | 4,985 | | 221 | | 1 | | — | | 5,207 | |
Deferred tax assets | | — | | — | | 79 | | — | | 79 | |
Total current assets | | 45,165 | | 4,443 | | 9,292 | | (7,248 | ) | 51,652 | |
| | | | | | | | | | | |
Satellites and equipment, net | | 641,772 | | 63 | | — | | — | | 641,835 | |
Concessions, net | | 39,020 | | — | | — | | — | | 39,020 | |
Due from related parties | | 3,503 | | — | | 896 | | (4,399 | ) | — | |
Intangible assets and other assets | | 8,127 | | 1,330 | | — | | — | | 9,457 | |
Deferred financing cost | | 8,054 | | — | | — | | — | | 8,054 | |
Guarantee deposits and other assets | | 2,884 | | 188 | | — | | — | | 3,072 | |
Deferred tax assets | | 60,284 | | 1,067 | | — | | — | | 61,351 | |
Non-current assets held for sale | | 7,444 | | — | | — | | — | | 7,444 | |
| | | | | | | | | | | |
Total | | $ | 816,253 | | $ | 7,091 | | $ | 10,188 | | $ | (11,647 | ) | $ | 821,885 | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable, accrued expenses and other | | $ | 72,821 | | $ | 3,684 | | $ | 19,765 | | $ | (7,248 | ) | $ | 89,022 | |
Deferred revenue | | 3,467 | | — | | — | | — | | 3,467 | |
Income tax payable | | — | | — | | 35 | | — | | 35 | |
Total current liabilities | | 76,288 | | 3,684 | | 19,800 | | (7,248 | ) | 92,524 | |
| | | | | | | | | | | |
Debt obligations | | 360,000 | | — | | — | | — | | 360,000 | |
Deferred revenue and other liabilities | | 29,339 | | 3,645 | | 896 | | (4,399 | ) | 29,481 | |
Investment in subsidiaries | | 10,746 | | — | | 14 | | (10,760 | ) | — | |
Non-current liabilities held for sale | | 2,680 | | — | | — | | — | | 2,680 | |
Total liabilities | | 479,053 | | 7,329 | | 20,710 | | (22,407 | ) | 484,685 | |
| | | | | | | | | | | |
Shareholders’ equity: | | | | | | | | | | | |
Paid-in capital | | 315,662 | | 100 | | 36,000 | | (36,100 | ) | 315,662 | |
Retained earnings | | 20,331 | | (338 | ) | (46,522 | ) | 46,860 | | 20,331 | |
Additional paid-in capital | | 1,207 | | — | | — | | — | | 1,207 | |
Total shareholders’ equity | | 337,200 | | (238 | ) | (10,522 | ) | 10,760 | | 337,200 | |
| | | | | | | | | | | |
Total | | $ | 816,253 | | $ | 7,091 | | $ | 10,188 | | $ | (11,647 | ) | $ | 821,885 | |
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Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
|
Condensed Consolidating Balance Sheets |
As of December 31, 2012 |
(In thousands of U. S. dollars) |
|
| | Successor Registrant | |
| | | | | | Non | | | | | |
| | Satmex | | Guarantor | | Guarantor | | Eliminations upon | | | |
| | Issuer | | Subsidiaries | | Subsidiaries | | Consolidation | | Consolidated | |
Assets | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 58,873 | | $ | 921 | | $ | 4,021 | | $ | — | | $ | 63,815 | |
Restricted cash | | 4,900 | | — | | — | | — | | 4,900 | |
Accounts receivable, net | | 8,760 | | 3,006 | | 3,532 | | (4,743 | ) | 10,555 | |
Prepaid insurance and other assets | | 8,552 | | 129 | | 8 | | — | | 8,689 | |
Deferred tax assets | | 1,566 | | 909 | | — | | — | | 2,475 | |
Total current assets | | 82,651 | | 4,965 | | 7,561 | | (4,743 | ) | 90,434 | |
| | | | | | | | | | | |
Satellites and equipment, net | | 550,351 | | 83 | | — | | — | | 550,434 | |
Concessions, net | | 39,239 | | — | | — | | — | | 39,239 | |
Due from related parties | | 4,003 | | — | | 960 | | (4,963 | ) | — | |
Intangible assets and other assets | | 30,772 | | 2,168 | | — | | — | | 32,940 | |
Investment in subsidiaries | | 4,271 | | — | | — | | (4,271 | ) | — | |
Deferred financing cost | | 11,390 | | — | | — | | — | | 11,390 | |
Non-current assets held for sale | | 18,042 | | — | | — | | 3,614 | | 21,656 | |
| | | | | | | | | | | |
Total | | $ | 740,719 | | $ | 7,216 | | $ | 8,521 | | $ | (10,363 | ) | $ | 746,093 | |
| | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable, accrued expenses and other | | $ | 41,286 | | $ | 3,240 | | $ | 3,128 | | $ | (4,742 | ) | $ | 42,912 | |
Deferred revenue | | 3,605 | | — | | — | | — | | 3,605 | |
Income tax payable | | — | | — | | 11 | | — | | 11 | |
| | | | | | | | | | | |
Total current liabilities | | 44,891 | | 3,240 | | 3,139 | | (4,742 | ) | 46,528 | |
| | | | | | | | | | | |
Debt obligations | | 360,000 | | — | | — | | — | | 360,000 | |
Other long-term liabilities | | 27,317 | | 4,003 | | 960 | | (4,963 | ) | 27,317 | |
Non-current liabilities held for sale | | 3,272 | | — | | — | | — | | 3,272 | |
Long-term deferred tax liabilities | | 7,243 | | 15 | | 108 | | — | | 7,366 | |
Total liabilities | | 442,723 | | 7,258 | | 4,207 | | (9,705 | ) | 444,483 | |
| | | | | | | | | | | |
Shareholders’ equity: | | | | | | | | | | | |
Paid-in capital | | 275,662 | | 100 | | — | | (100 | ) | 275,662 | |
Retained earnings | | 22,334 | | (142 | ) | 4,314 | | (4,172 | ) | 22,334 | |
Noncontrolling interest | | — | | — | | — | | 3,614 | | 3,614 | |
| | | | | | | | | | | |
Total shareholders’ equity | | 297,996 | | (42 | ) | 4,314 | | (658 | ) | 301,610 | |
| | | | | | | | | | | |
Total | | $ | 740,719 | | $ | 7,216 | | $ | 8,521 | | $ | (10,363 | ) | $ | 746,093 | |
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Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
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Condensed Consolidating Statements of Loss |
For the year ended December 31, 2013 |
(In thousands of U. S. dollars) |
|
| | Successor Registrant | |
| | Satmex | | Guarantor | | Non - | | Eliminations | | Consolidated | |
Issuer | Subsidiaries | Guarantor | upon |
| | Subsidiaries | consolidation |
Continuing operations: | | | | | | | | | | | |
Revenues: | | | | | | | | | | | |
Satellite services | | $ | 122,258 | | $ | — | | $ | — | | $ | (2,194 | ) | $ | 120,064 | |
Programming distribution services | | — | | 12,792 | | — | | — | | 12,792 | |
Services companies | | — | | — | | 15,660 | | (15,660 | ) | — | |
| | 122,258 | | 12,792 | | 15,660 | | (17,854 | ) | 132,856 | |
| | | | | | | | | | | |
Cost of satellite services | | 11,494 | | — | | 4,593 | | (4,808 | ) | 11,279 | |
Cost of programming distribution services | | — | | 10,105 | | — | | (2,194 | ) | 7,911 | |
Selling and administrative expenses | | 31,845 | | 1,861 | | 62,036 | | (10,852 | ) | 84,890 | |
Depreciation and amortization | | 58,459 | | 794 | | — | | — | | 59,253 | |
| | 101,798 | | 12,760 | | 66,629 | | (17,854 | ) | 163,333 | |
| | | | | | | | | | | |
Operating income (loss) | | 20,460 | | 32 | | (50,969 | ) | — | | (30,477 | ) |
| | | | | | | | | | | |
Interest (expense) income, net and other | | (81,331 | ) | (300 | ) | 118 | | 51,030 | | (30,483 | ) |
| | | | | | | | | | | |
Loss from continuing operations before income tax | | (60,871 | ) | (268 | ) | (50,851 | ) | 51,030 | | (60,960 | ) |
| | | | | | | | | | | |
Income tax benefit | | (65,961 | ) | (72 | ) | (17 | ) | — | | (66,050 | ) |
| | | | | | | | | | | |
Net income (loss) from continuing operations | | 5,090 | | (196 | ) | (50,834 | ) | 51,030 | | 5,090 | |
| | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | |
Loss from operations of discontinued component broadband satellite services | | (7,093 | ) | — | | — | | — | | (7,093 | ) |
| | | | | | | | | | | |
Net loss attributable to Satélites Mexicanos, S. A. de C. V. | | $ | (2,003 | ) | $ | (196 | ) | $ | (50,834 | ) | $ | 51,030 | | $ | (2,003 | ) |
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Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
|
Condensed Consolidating Statements of Income |
For the year ended December 31, 2012 |
(In thousands of U. S. dollars) |
|
| | Successor Registrant | |
| | Satmex | | Guarantor | | Non - | | Eliminations | | Consolidated | |
Issuer | Subsidiaries | Guarantor | upon |
| | Subsidiaries | consolidation |
Continuing operations: | | | | | | | | | | | |
Revenues: | | | | | | | | | | | |
Satellite services | | $ | 120,358 | | $ | — | | $ | — | | $ | (1,689 | ) | $ | 118,669 | |
Programming distribution services | | — | | 14,504 | | — | | — | | 14,504 | |
Services companies | | — | | — | | 14,109 | | (14,109 | ) | — | |
| | 120,358 | | 14,504 | | 14,109 | | (15,798 | ) | 133,173 | |
| | | | | | | | | | | |
Cost of satellite services | | 12,305 | | — | | 4,032 | | (4,516 | ) | 11,821 | |
Cost of programming distribution services | | — | | 10,129 | | — | | (1,689 | ) | 8,440 | |
Selling and administrative expenses | | 17,124 | | 1,756 | | 9,096 | | (9,593 | ) | 18,383 | |
Depreciation and amortization | | 63,237 | | 893 | | — | | — | | 64,130 | |
| | 92,666 | | 12,778 | | 13,128 | | (15,798 | ) | 102,774 | |
| | | | | | | | | | | |
Operating income | | 27,692 | | 1,726 | | 981 | | — | | 30,399 | |
| | | | | | | | | | | |
Interest (expense) income, net and other | | (1,854 | ) | (251 | ) | 336 | | (2,353 | ) | (4,122 | ) |
| | | | | | | | | | | |
Income from continuing operations before income tax | | 25,838 | | 1,475 | | 1,317 | | (2,353 | ) | 26,277 | |
| | | | | | | | | | | |
Income tax (benefit) expense | | (15,378 | ) | 548 | | 337 | | — | | (14,493 | ) |
| | | | | | | | | | | |
Net income from continuing operations | | 41,216 | | 927 | | 980 | | (2,353 | ) | 40,770 | |
| | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | |
Income from operations of discontinued component broadband satellite services | | 549 | | — | | — | | — | | 549 | |
| | | | | | | | | | | |
Net income | | 41,765 | | 927 | | 980 | | (2,353 | ) | 41,319 | |
| | | | | | | | | | | |
Less: Net income attributable to noncontrolling interest | | — | | — | | — | | 103 | | 103 | |
| | | | | | | | | | | |
Net income attributable to Satélites Mexicanos, S. A. de C. V. | | $ | 41,765 | | $ | 927 | | $ | 980 | | $ | (2,456 | ) | $ | 41,216 | |
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Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
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Condensed Consolidating Statements of (Loss) Income |
For the period from May 26, 2011 through December 31, 2011 |
(In thousands of U. S. dollars) |
|
| | Successor Registrant | |
| | Satmex | | Guarantor | | Non - | | Eliminations | | Consolidated | |
Issuer | Subsidiaries | Guarantor | upon |
| | Subsidiaries | consolidation |
Continuing operations: | | | | | | | | | | | |
Revenues: | | | | | | | | | | | |
Satellite services | | $ | 63,505 | | $ | — | | $ | — | | $ | (747 | ) | $ | 62,758 | |
Programming distribution services | | 1,063 | | 6,513 | | — | | (13 | ) | 7,563 | |
Services companies | | — | | — | | 9,050 | | (9,050 | ) | — | |
| | 64,568 | | 6,513 | | 9,050 | | (9,810 | ) | 70,321 | |
| | | | | | | | | | | |
Cost of satellite services | | 6,533 | | — | | 2,549 | | (2,891 | ) | 6,191 | |
Cost of programming distribution services | | 636 | | 4,489 | | — | | (732 | ) | 4,393 | |
Selling and administrative expenses | | 10,465 | | 1,332 | | 5,861 | | (6,020 | ) | 11,638 | |
Depreciation and amortization | | 45,110 | | 714 | | — | | — | | 45,824 | |
| | 62,744 | | 6,535 | | 8,410 | | (9,643 | ) | 68,046 | |
| | | | | | | | | | | |
Operating income (loss) | | 1,824 | | (22 | ) | 640 | | (167 | ) | 2,275 | |
| | | | | | | | | | | |
Interest expense, net and other | | (9,059 | ) | (121 | ) | (472 | ) | 301 | | (9,351 | ) |
| | | | | | | | | | | |
(Loss) income from continuing operations before income tax | | (7,235 | ) | (143 | ) | 168 | | 134 | | (7,076 | ) |
| | | | | | | | | | | |
Income tax expense (benefit) | | 11,647 | | (347 | ) | 100 | | — | | 11,400 | |
| | | | | | | | | | | |
Net (loss) income from continuing operations | | (18,882 | ) | 204 | | 68 | | 134 | | (18,476 | ) |
| | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | |
Loss from operations of discontinued component broadband satellite services | | (381 | ) | — | | — | | — | | (381 | ) |
| | | | | | | | | | | |
Net (loss) income | | (19,263 | ) | 204 | | 68 | | 134 | | (18,857 | ) |
| | | | | | | | | | | |
Less: Net income attributable to noncontrolling interest | | — | | — | | — | | 25 | | 25 | |
| | | | | | | | | | | |
Net income (loss) attributable to Satélites Mexicanos, S.A. de C. V. | | $ | (19,263 | ) | $ | 204 | | $ | 68 | | $ | 109 | | $ | (18,882 | ) |
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Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
|
Condensed Consolidating Statements of Loss (Income) |
For the period from January 1, 2011 through May 25, 2011 |
(In thousands of U. S. dollars) |
|
| | Predecessor Registrant | |
| | Satmex | | Guarantor | | Non - | | Eliminations | | Consolidated | |
Issuer | Subsidiaries | Guarantor | upon |
| | Subsidiaries | consolidation |
Continuing operations: | | | | | | | | | | | |
Revenues: | | | | | | | | | | | |
Satellite services | | $ | 46,577 | | $ | — | | $ | — | | $ | (689 | ) | $ | 45,888 | |
Programming distribution services | | 761 | | 4,040 | | — | | (15 | ) | 4,786 | |
Services companies | | — | | — | | 12,739 | | (12,739 | ) | — | |
| | 47,338 | | 4,040 | | 12,739 | | (13,443 | ) | 50,674 | |
| | | | | | | | | | | |
Cost of satellite services | | 4,586 | | — | | 1,960 | | (2,145 | ) | 4,401 | |
Cost of programming distribution services | | 454 | | 2,875 | | — | | (704 | ) | 2,625 | |
Selling and administrative expenses | | 5,535 | | 595 | | 9,947 | | (10,594 | ) | 5,483 | |
Depreciation and amortization | | 16,682 | | 167 | | — | | (167 | ) | 16,682 | |
Reorganization expenses | | 28,766 | | — | | — | | — | | 28,766 | |
| | 56,023 | | 3,637 | | 11,907 | | (13,610 | ) | 57,957 | |
| | | | | | | | | | | |
Operating (loss) income | | (8,685 | ) | 403 | | 832 | | 167 | | (7,283 | ) |
| | | | | | | | | | | |
Interest expense, net and other | | (17,761 | ) | (93 | ) | 175 | | (1,619 | ) | (19,298 | ) |
| | | | | | | | | | | |
(Loss) income from continuing operations before income tax | | (26,446 | ) | 310 | | 1,007 | | (1,452 | ) | (26,581 | ) |
| | | | | | | | | | | |
Income tax expense | | 2,317 | | 1 | | 292 | | — | | 2,610 | |
| | | | | | | | | | | |
Net (loss) income from continuing operations | | (28,763 | ) | 309 | | 715 | | (1,452 | ) | (29,191 | ) |
| | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | |
Income from operations of discontinued component broadband satellite services | | 431 | | — | | — | | — | | 431 | |
| | | | | | | | | | | |
Net (loss) income | | (28,332 | ) | 309 | | 715 | | (1,452 | ) | (28,760 | ) |
| | | | | | | | | | | |
Less: Net income attributable to noncontrolling interest | | — | | — | | — | | 3 | | 3 | |
| | | | | | | | | | | |
Net (loss) income attributable to Satélites Mexicanos, S. A. de C. V. | | $ | (28,332 | ) | $ | 309 | | $ | 715 | | $ | (1,455 | ) | $ | (28,763 | ) |
|
Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
|
Condensed Consolidating Statements of Cash Flows |
For the year ended December 31, 2013 |
(In thousands of U.S. dollars) |
|
| | Successor Registrant | |
| | Satmex | | Guarantor | | Non - | | Eliminations | | Consolidated | |
Issuer | Subsidiaries | Guarantor | upon |
| | Subsidiaries | consolidation |
| | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
| | | | | | | | | | | |
Net cash provided by operating activities | | $ | 62,597 | | $ | (40 | ) | $ | (36,348 | ) | $ | — | | $ | 26,209 | |
| | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Investment in shares | | (36,000 | ) | — | | — | | 36,000 | | — | |
Construction in progress - satellites (including capitalized interest) | | (100,971 | ) | — | | — | | — | | (100,971 | ) |
Orbital position Satmex 9 | | (1,361 | ) | — | | — | | — | | (1,361 | ) |
Acquisition of equipment | | (2,014 | ) | (2 | ) | — | | — | | (2,016 | ) |
Net cash used in investing activities | | (140,346 | ) | (2 | ) | — | | 36,000 | | (104,348 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from equity interest | | 40,000 | | — | | 36,000 | | (36,000 | ) | 40,000 | |
Net cash provided by (used in) financing activities | | 40,000 | | — | | 36,000 | | (36,000 | ) | 40,000 | |
| | | | | | | | | | | |
Cash flows of discontinued operation: | | | | | | | | | | | |
Net cash used in operating activities | | (1,457 | ) | — | | — | | — | | (1,457 | ) |
Net cash used in investing activities | | (195 | ) | — | | — | | — | | (195 | ) |
Net cash used in financing activities | | (2,407 | ) | — | | — | | — | | (2,407 | ) |
| | | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | | | |
Net change in cash and equivalents | | (41,808 | ) | (42 | ) | (348 | ) | — | | (42,198 | ) |
Cash and equivalents at beginning of year | | 69,710 | | 921 | | 4,021 | | — | | 74,652 | |
Cash and equivalents at end of year | | $ | 27,902 | | $ | 879 | | $ | 3,673 | | $ | — | | $ | 32,454 | |
| | | | | | | | | | | |
Less: Cash and equivalents at end of year from discontinued operations | | 2,658 | | — | | — | | — | | 2,658 | |
Cash and equivalents at end of year from continuing operations | | $ | 25,244 | | $ | 879 | | $ | 3,673 | | $ | — | | $ | 29,796 | |
|
Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
|
Condensed Consolidating Statements of Cash Flows |
For the year ended December 31, 2012 |
(In thousands of U.S. dollars) |
|
| | Successor Registrant | |
| | Satmex | | Guarantor | | Non - | | Eliminations | | Consolidated | |
Issuer | Subsidiaries | Guarantor | upon |
| | Subsidiaries | consolidation |
| | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
| | | | | | | | | | | |
Net cash provided by operating activities | | $ | 80,069 | | $ | (56 | ) | $ | 970 | | $ | — | | $ | 80,983 | |
| | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Investment in shares | | | | | | | | | | | |
Construction in progress - satellites (including capitalized interest) | | (114,678 | ) | — | | — | | — | | (114,678 | ) |
Restricted cash-satellite Satmex 8 | | (4,900 | ) | — | | — | | — | | (4,900 | ) |
Acquisition of equipment | | (1,524 | ) | (12 | ) | — | | — | | (1,536 | ) |
Net cash used in investing activities | | (121,102 | ) | (12 | ) | — | | — | | (121,114 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Issuance of Notes and expenses | | 35,700 | | — | | — | | — | | 35,700 | |
Deferred financing costs | | (1,221 | ) | — | | — | | — | | (1,221 | ) |
Net cash provided by financing activities | | 34,479 | | — | | — | | — | | 34,479 | |
| | | | | | | | | | | |
Cash flows of discontinued operation: | | | | | | | | | | | |
Net cash provided by operating activities | | 1,515 | | — | | — | | — | | 1,515 | |
Net cash used in investing activities | | (462 | ) | — | | — | | — | | (462 | ) |
| | | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | | | |
Net change in cash and equivalents | | (5,501 | ) | (68 | ) | 970 | | — | | (4,599 | ) |
Cash and equivalents at beginning of year | | 75,211 | | 989 | | 3,051 | | — | | 79,251 | |
Cash and equivalents at end of year | | $ | 69,710 | | $ | 921 | | $ | 4,021 | | $ | — | | $ | 74,652 | |
| | | | | | | | | | | |
Less: Cash and equivalents at end of year from discontinued operations | | 10,837 | | — | | — | | — | | 10,837 | |
Cash and equivalents at end of year from continuing operations | | $ | 58,873 | | $ | 921 | | $ | 4,021 | | $ | — | | $ | 63,815 | |
|
Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
|
Condensed Consolidating Statements of Cash Flows |
For the period from May 26, 2011 through December 31, 2011 |
(In thousands of U.S. dollars) |
|
| | Successor Registrant | |
| | Satmex | | Guarantor | | Non - | | Eliminations | | Consolidated | |
Issuer | Subsidiaries | Guarantor | upon |
| | Subsidiaries | consolidation |
| | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
| | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 33,165 | | $ | (3,806 | ) | $ | 2,405 | | $ | — | | $ | 31,764 | |
| | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Construction in progress - satellites (including capitalized interest) | | (150,537 | ) | — | | — | | — | | (150,537 | ) |
Acquisition of equipment | | (1,393 | ) | (47 | ) | — | | — | | (1,440 | ) |
Net cash used in investing activities | | (151,930 | ) | (47 | ) | — | | — | | (151,977 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from equity interest | | 90,000 | | — | | — | | — | | 90,000 | |
Repayment of First Priority Old Notes | | (238,237 | ) | — | | — | | — | | (238,237 | ) |
Deferred financing costs | | (333 | ) | — | | — | | — | | (333 | ) |
Net cash used in financing activities | | (148,570 | ) | — | | — | | — | | (148,570 | ) |
| | | | | | | | | | | |
Cash flows of discontinued operation: | | | | | | | | | | | |
Net cash provided by operating activities | | 590 | | — | | — | | — | | 590 | |
Net cash used in investing activities | | (187 | ) | — | | — | | — | | (187 | ) |
| | | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | | | |
Net change in cash and equivalents | | (266,932 | ) | (3,853 | ) | 2,405 | | — | | (268,380 | ) |
Cash and equivalents at beginning of period | | 342,143 | | 4,842 | | 646 | | — | | 347,631 | |
Cash and equivalents at end of period | | $ | 75,211 | | $ | 989 | | $ | 3,051 | | $ | — | | $ | 79,251 | |
| | | | | | | | | | | |
Less: Cash and equivalents at end of period from discontinued operations | | 9,818 | | — | | — | | — | | 9,818 | |
Cash and equivalents at end of period from continuing operations | | $ | 65,393 | | $ | 989 | | $ | 3,051 | | $ | — | | $ | 69,433 | |
|
Satélites Mexicanos, S. A. de C. V. and Subsidiaries |
|
Condensed Consolidating Statements of Cash Flows |
For the period from January 1, 2011 through May 25, 2011 |
(In thousands of U.S. dollars) |
|
| | Predecessor Registrant | |
| | Satmex | | Guarantor | | Non - | | Eliminations | | Consolidated | |
Issuer | Subsidiaries | Guarantor | upon |
| | Subsidiaries | consolidation |
| | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
| | | | | | | | | | | |
Net cash provided by (used in) operating activities | | 43,594 | | (35,570 | ) | (763 | ) | — | | 7,261 | |
| | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Construction in progress - satellites (including capitalized interest) | | (42,334 | ) | — | | — | | — | | (42,334 | ) |
Acquisition of equipment | | (511 | ) | (57 | ) | — | | — | | (568 | ) |
Net cash used in investing activities | | (42,845 | ) | (57 | ) | — | | — | | (42,902 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Insurance of senior secured notes | | 325,000 | | — | | — | | — | | 325,000 | |
Deferred financing costs | | (18,247 | ) | — | | — | | — | | (18,247 | ) |
Net cash provided by financing activities | | 306,753 | | — | | — | | — | | 306,753 | |
| | | | | | | | | | | |
Cash flows of discontinued operation: | | | | | | | | | | | |
Net cash provided by operating activities | | 874 | | — | | — | | — | | 874 | |
Net cash used in investing activities | | (67 | ) | — | | — | | — | | (67 | ) |
| | | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | | | |
Net change in cash and equivalents | | 308,309 | | (35,627 | ) | (763 | ) | — | | 271,919 | |
Cash and equivalents at beginning of period | | 33,834 | | 40,469 | | 1,409 | | — | | 75,712 | |
Cash and equivalents at end of period | | $ | 342,143 | | $ | 4,842 | | $ | 646 | | $ | — | | $ | 347,631 | |
| | | | | | | | | | | |
Less: Cash and equivalents at end of period from discontinued operations | | 9,636 | | — | | — | | — | | 9,636 | |
| | | | | | | | | | | |
Cash and equivalents at end of period from continuing operations | | $ | 332,507 | | $ | 4,842 | | $ | 646 | | $ | — | | $ | 337,995 | |
|