Guarantors Guarantors | 9 Months Ended |
Sep. 30, 2013 |
Condensed Financial Statements, Captions [Line Items] | ' |
Guarantors | ' |
Guarantors |
CyrusOne LP and CyrusOne Finance Corp., as “LP Co-issuer” and “Finance Co-issuer,” respectively (together, the “Issuers”), had $525 million aggregate principal amount of Senior Notes outstanding at September 30, 2013. The Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior basis by CyrusOne Inc. (“Parent Guarantor”), CyrusOne GP (“General Partner”), and CyrusOne LP’s 100% owned subsidiaries, CyrusOne LLC, CyrusOne TRS Inc. and CyrusOne Foreign Holdings LLC (such subsidiaries, together the “Guarantors”). None of the subsidiaries organized outside of the United States (collectively, the “Non-Guarantors”) guarantee the Senior Notes. Subject to the provisions of the indenture governing the Senior Notes, in certain circumstances, a Guarantor may be released from its guarantee obligation, including: |
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• | upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor or of all of the capital stock of such Guarantor such that such Guarantor is no longer a restricted subsidiary under the indenture, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | upon the sale or disposition of all or substantially all of the assets of the Guarantor, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | upon the LP Co-issuer designating such Guarantor as an unrestricted subsidiary under the terms of the indenture, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | if such Guarantor is no longer a guarantor or other obligor of any other indebtedness of the LP Co-issuer or the Parent Guarantor, and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | upon the defeasance or discharge of the Senior Notes in accordance with the terms of the indenture. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The following provides information regarding the entity structure of each guarantor of the Senior Notes: |
CyrusOne Inc. – CyrusOne Inc. was formed on July 31, 2012. As of January 23, 2013, CyrusOne Inc. was a wholly-owned subsidiary of CBI. Effective January 24, 2013, CyrusOne Inc. completed its IPO of common stock for net proceeds of $337.1 million, and together with the General Partner, purchased a 33.9% ownership interest in CyrusOne LP. CyrusOne Inc. also represents a guarantor or Parent Guarantor and became a separate registrant with the SEC upon completion of its IPO. |
CyrusOne GP – CyrusOne GP was formed on July 31, 2012, and was a 100% owned subsidiary of CyrusOne Inc. as of January 23, 2013. Effective upon completion of CyrusOne Inc.’s IPO, this entity became the general partner and 1% owner of CyrusOne LP and has no other assets or operations. Prior to the IPO, this entity did not incur any obligations or record any transactions. |
Issuers – The Issuers include CyrusOne LP and CyrusOne Finance Corp. CyrusOne Finance Corp., a 100% owned subsidiary of CyrusOne LP, was formed for the sole purpose of acting as co-issuer of the Senior Notes and has no other assets or operations. CyrusOne LP, in addition to being the co-issuer of the Senior Notes, is also the 100% owner, either directly or indirectly, of the Guarantors and Non-Guarantors. |
Guarantors – The guarantors include CyrusOne LLC, CyrusOne TRS Inc., and CyrusOne Foreign Holdings LLC. CyrusOne LLC accounts for all of the domestic operations of CyrusOne LP, including the businesses that composed the Predecessor operations. CyrusOne LLC, together with CyrusOne Foreign Holdings LLC, directly or indirectly owns 100% of the Non-Guarantors. As of September 30, 2013, CyrusOne TRS Inc. had not incurred any obligations or recorded any material transactions for the three months and period ended September 30, 2013. |
As of September 30, 2013, the Non-Guarantors consist of 100% owned subsidiaries which conduct operations in the United Kingdom and Singapore. |
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The following schedules present the financial information for the three months ended September 30, 2013, period ended September 30, 2013, period ended January 23, 2013, the three and nine months ended September 30, 2012, and the year ended December 31, 2012, for the Parent Guarantor, General Partner, LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantors. The financial statements for the period ended January 23, 2013, present the financial information for the Parent Guarantor, General Partner, LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantors, prior to the effective date of the IPO. The financial statements for the three months and period ended September 30, 2013, present the financial information for the Parent Guarantor, General Partner, LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantors, after the effective date of the IPO. The consolidating schedules are provided in accordance with the reporting requirements for guarantor subsidiaries. |
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Condensed Consolidating Balance Sheets |
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(dollars in millions) | | As of September 30, 2013 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Land | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 81.5 | | | $ | — | | | $ | — | | | $ | 81.5 | |
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Buildings and improvements | | — | | | — | | | — | | | — | | | 734.8 | | | 43.4 | | | — | | | 778.2 | |
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Equipment | | — | | | — | | | — | | | — | | | 133.6 | | | 0.7 | | | — | | | 134.3 | |
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Construction in progress | | — | | | — | | | — | | | — | | | 63.2 | | | — | | | — | | | 63.2 | |
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Subtotal | | — | | | — | | | — | | | — | | | 1,013.10 | | | 44.1 | | | — | | | 1,057.20 | |
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Accumulated depreciation | | — | | | — | | | — | | | — | | | (214.6 | ) | | (4.0 | ) | | — | | | (218.6 | ) |
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Net investment in real estate | | — | | | — | | | — | | | — | | | 798.5 | | | 40.1 | | | — | | | 838.6 | |
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Cash and cash equivalents | | — | | | — | | | — | | | — | | | 211.8 | | | 1.4 | | | — | | | 213.2 | |
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Investment in subsidiaries | | 790.4 | | | 7.9 | | | 814.7 | | | — | | | 0.3 | | | — | | | (1,613.3 | ) | | — | |
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Rent and other receivables | | — | | | — | | | — | | | — | | | 33.3 | | | 0.6 | | | — | | | 33.9 | |
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Intercompany receivable | | — | | | — | | | 508.1 | | | 508.2 | | | 0.2 | | | — | | | (1,016.5 | ) | | — | |
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Goodwill | | — | | | — | | | — | | | — | | | 276.2 | | | — | | | — | | | 276.2 | |
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Intangible assets, net | | — | | | — | | | — | | | — | | | 89.9 | | | — | | | — | | | 89.9 | |
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Due from affiliates | | — | | | — | | | — | | | — | | | 0.9 | | | — | | | — | | | 0.9 | |
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Other assets | | — | | | — | | | 15.5 | | | 15.5 | | | 49.8 | | | 1.9 | | | (15.5 | ) | | 67.2 | |
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Total assets | | $ | 790.4 | | | $ | 7.9 | | | $ | 1,338.30 | | | $ | 523.7 | | | $ | 1,460.90 | | | $ | 44 | | | $ | (2,645.3 | ) | | $ | 1,519.90 | |
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Accounts payable and accrued expenses | | $ | — | | | $ | — | | | $ | 16.1 | | | $ | 12.6 | | | $ | 51.3 | | | $ | 0.4 | | | $ | (12.6 | ) | | $ | 67.8 | |
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Deferred revenue | | — | | | — | | | — | | | — | | | 54.4 | | | 0.7 | | | — | | | 55.1 | |
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Intercompany payable | | — | | | — | | | — | | | — | | | 508.1 | | | 0.2 | | | (508.3 | ) | | — | |
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Due to affiliates | | — | | | — | | | 6.8 | | | — | | | 0.2 | | | — | | | — | | | 7 | |
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Capital lease obligations | | — | | | — | | | — | | | — | | | 10.4 | | | 8.4 | | | — | | | 18.8 | |
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Long-term debt | | — | | | — | | | 525 | | | 525 | | | — | | | — | | | (525.0 | ) | | 525 | |
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Other financing arrangements | | — | | | — | | | — | | | — | | | 21.8 | | | 34 | | | — | | | 55.8 | |
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Total liabilities | | — | | | — | | | 547.9 | | | 537.6 | | | 646.2 | | | 43.7 | | | (1,045.9 | ) | | 729.5 | |
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Total equity | | 790.4 | | | 7.9 | | | 790.4 | | | (13.9 | ) | | 814.7 | | | 0.3 | | | (1,599.4 | ) | | 790.4 | |
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Total liabilities and equity | | $ | 790.4 | | | $ | 7.9 | | | $ | 1,338.30 | | | $ | 523.7 | | | $ | 1,460.90 | | | $ | 44 | | | $ | (2,645.3 | ) | | $ | 1,519.90 | |
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(dollars in millions) | | As of December 31, 2012 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Land | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 44.5 | | | $ | — | | | $ | — | | | $ | 44.5 | |
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Buildings and improvements | | — | | | — | | | — | | | — | | | 695.7 | | | 26.8 | | | — | | | 722.5 | |
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Equipment | | — | | | — | | | — | | | — | | | 52 | | | 0.4 | | | — | | | 52.4 | |
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Construction in progress | | — | | | — | | | — | | | — | | | 51.4 | | | 12.8 | | | — | | | 64.2 | |
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Subtotal | | — | | | — | | | — | | | — | | | 843.6 | | | 40 | | | — | | | 883.6 | |
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Accumulated depreciation | | — | | | — | | | — | | | — | | | (174.8 | ) | | (1.9 | ) | | — | | | (176.7 | ) |
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Net investment in real estate | | — | | | — | | | — | | | — | | | 668.8 | | | 38.1 | | | — | | | 706.9 | |
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Cash and cash equivalents | | — | | | — | | | — | | | — | | | 15.6 | | | 0.9 | | | — | | | 16.5 | |
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Investment in subsidiaries | | — | | | — | | | 497.2 | | | — | | | 0.4 | | | — | | | (497.6 | ) | | — | |
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Rent and other receivables | | — | | | — | | | — | | | — | | | 32.6 | | | 0.6 | | | — | | | 33.2 | |
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Restricted cash | | — | | | — | | | — | | | — | | | 6.3 | | | — | | | — | | | 6.3 | |
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Goodwill | | — | | | — | | | — | | | — | | | 276.2 | | | — | | | — | | | 276.2 | |
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Intangible assets, net | | — | | | — | | | — | | | — | | | 102.6 | | | — | | | — | | | 102.6 | |
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Intercompany receivable | | — | | | — | | | 508.2 | | | 508.2 | | | — | | | — | | | (1,016.4 | ) | | — | |
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Due from affiliates | | — | | | — | | | — | | | — | | | 2.2 | | | — | | | — | | | 2.2 | |
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Other assets | | 7.9 | | | — | | | 17 | | | 17 | | | 41.6 | | | 0.5 | | | (17.0 | ) | | 67 | |
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Total assets | | $ | 7.9 | | | $ | — | | | $ | 1,022.40 | | | $ | 525.2 | | | $ | 1,146.30 | | | $ | 40.1 | | | $ | (1,531.0 | ) | | $ | 1,210.90 | |
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Accounts payable and accrued expenses | | $ | 0.8 | | | $ | — | | | $ | 4.4 | | | $ | 4.4 | | | $ | 31.7 | | | $ | 0.2 | | | $ | (4.4 | ) | | $ | 37.1 | |
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Deferred revenue | | — | | | — | | | — | | | — | | | 52.3 | | | 0.5 | | | — | | | 52.8 | |
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Intercompany payable | | — | | | — | | | — | | | — | | | 508 | | | 0.2 | | | (508.2 | ) | | — | |
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Due to affiliates | | — | | | — | | | — | | | — | | | 2.9 | | | — | | | — | | | 2.9 | |
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Capital lease obligations | | — | | | — | | | — | | | — | | | 23.2 | | | 9 | | | — | | | 32.2 | |
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Long-term debt | | — | | | — | | | 525 | | | 525 | | | — | | | — | | | (525.0 | ) | | 525 | |
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Other financing arrangements | | — | | | — | | | — | | | — | | | 31 | | | 29.8 | | | — | | | 60.8 | |
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Total liabilities | | 0.8 | | | — | | | 529.4 | | | 529.4 | | | 649.1 | | | 39.7 | | | (1,037.6 | ) | | 710.8 | |
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Total parent’s net investment | | 7.1 | | | — | | | 493 | | | (4.2 | ) | | 497.2 | | | 0.4 | | | (493.4 | ) | | 500.1 | |
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Total liabilities and parent’s net investment | | $ | 7.9 | | | $ | — | | | $ | 1,022.40 | | | $ | 525.2 | | | $ | 1,146.30 | | | $ | 40.1 | | | $ | (1,531.0 | ) | | $ | 1,210.90 | |
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Condensed Consolidating Statements of Operations |
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(dollars in millions) | Three Months Ended September 30, 2013 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 66.4 | | | $ | 1.1 | | | $ | — | | | $ | 67.5 | |
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Costs and expenses: | | | | | | | | | | | | | | | | |
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Property operating expenses | | — | | | — | | | — | | | — | | | 23.7 | | | 0.5 | | | — | | | 24.2 | |
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Sales and marketing | | — | | | — | | | — | | | — | | | 2.2 | | | 0.1 | | | — | | | 2.3 | |
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General and administrative | | — | | | — | | | — | | | — | | | 7.1 | | | 0.1 | | | — | | | 7.2 | |
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Depreciation and amortization | | — | | | — | | | — | | | — | | | 23.2 | | | 0.7 | | | — | | | 23.9 | |
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Transaction costs | | — | | | — | | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | |
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Restructuring charges | | — | | | — | | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | |
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Total costs and expenses | | — | | | — | | | — | | | — | | | 57.6 | | | 1.4 | | | — | | | 59 | |
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Operating income (loss) | | — | | | — | | | — | | | — | | | 8.8 | | | (0.3 | ) | | — | | | 8.5 | |
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Interest expense (income) | | — | | | — | | | 9.2 | | | 9.2 | | | 0.4 | | | 0.9 | | | (9.2 | ) | | 10.5 | |
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Other income | | — | | | — | | | — | | | — | | | (0.1 | ) | | — | | | — | | | (0.1 | ) |
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Income (loss) before income taxes | | — | | | — | | | (9.2 | ) | | (9.2 | ) | | 8.5 | | | (1.2 | ) | | 9.2 | | | (1.9 | ) |
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Income tax expense | | — | | | — | | | — | | | — | | | (0.3 | ) | | — | | | — | | | (0.3 | ) |
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Equity earnings (loss) related to investment in subsidiaries | | (2.2 | ) | | — | | | 7 | | | — | | | (1.2 | ) | | — | | | (3.6 | ) | | — | |
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Income (loss) from continuing operations | | (2.2 | ) | | — | | | (2.2 | ) | | (9.2 | ) | | 7 | | | (1.2 | ) | | 5.6 | | | (2.2 | ) |
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Noncontrolling interest in net loss | | 1.4 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1.4 | |
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Net income (loss) attributed to common shareholders | | $ | (0.8 | ) | | $ | — | | | $ | (2.2 | ) | | $ | (9.2 | ) | | $ | 7 | | | $ | (1.2 | ) | | $ | 5.6 | | | $ | (0.8 | ) |
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(dollars in millions) | | Three Months Ended September 30, 2012 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 56.3 | | | $ | 0.4 | | | $ | — | | | $ | 56.7 | |
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Costs and expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | — | | | — | | | 19.5 | | | 0.5 | | | — | | | 20 | |
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Sales and marketing | | — | | | — | | | — | | | — | | | 2 | | | 0.1 | | | — | | | 2.1 | |
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General and administrative | | — | | | — | | | — | | | — | | | 5.2 | | | 0.1 | | | — | | | 5.3 | |
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Depreciation and amortization | | — | | | — | | | — | | | — | | | 18.2 | | | 0.6 | | | — | | | 18.8 | |
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Transaction costs | | — | | | — | | | — | | | — | | | 0.6 | | | — | | | — | | | 0.6 | |
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Management fees charged by CBI | | — | | | — | | | — | | | — | | | 0.9 | | | — | | | — | | | 0.9 | |
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Loss on sale of receivables to an affiliate | | — | | | — | | | — | | | — | | | 1.3 | | | — | | | — | | | 1.3 | |
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Total costs and expenses | | — | | | — | | | — | | | — | | | 47.7 | | | 1.3 | | | — | | | 49 | |
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Operating income (loss) | | — | | | — | | | — | | | — | | | 8.6 | | | (0.9 | ) | | — | | | 7.7 | |
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Interest expense | | — | | | — | | | — | | | — | | | 10.2 | | | 1.1 | | | — | | | 11.3 | |
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Loss before income taxes | | — | | | — | | | — | | | — | | | (1.6 | ) | | (2.0 | ) | | — | | | (3.6 | ) |
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Income tax benefit | | — | | | — | | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | |
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Equity earnings (loss) related to investments in subsidiaries | | — | | | — | | | — | | | — | | | (2.0 | ) | | — | | | 2 | | | — | |
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Loss from continuing operations | | — | | | — | | | — | | | — | | | (2.9 | ) | | (2.0 | ) | | 2 | | | (2.9 | ) |
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Gain on sale of real estate improvements | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | |
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Net loss | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (2.8 | ) | | $ | (2.0 | ) | | $ | 2 | | | $ | (2.8 | ) |
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(dollars in millions) | Period Ended September 30, 2013 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 173.4 | | | $ | 2.7 | | | $ | — | | | $ | 176.1 | |
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Costs and expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | — | | | — | | | 62.5 | | | 1.6 | | | — | | | 64.1 | |
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Sales and marketing | | — | | | — | | | — | | | — | | | 7.1 | | | 0.2 | | | — | | | 7.3 | |
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General and administrative | | — | | | — | | | — | | | — | | | 19.6 | | | 0.1 | | | — | | | 19.7 | |
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Depreciation and amortization | | — | | | — | | | — | | | — | | | 61.3 | | | 2 | | | — | | | 63.3 | |
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Restructuring charges | | — | | | — | | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | |
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Transaction costs | | — | | | — | | | — | | | — | | | 1.1 | | | — | | | — | | | 1.1 | |
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Total costs and expenses | | — | | | — | | | — | | | — | | | 152.3 | | | 3.9 | | | — | | | 156.2 | |
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Operating income (loss) | | — | | | — | | | — | | | — | | | 21.1 | | | (1.2 | ) | | — | | | 19.9 | |
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Interest expense (income) | | — | | | — | | | 26.5 | | | 26.5 | | | 1.3 | | | 1.9 | | | (26.5 | ) | | 29.7 | |
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Other income | | — | | | — | | | — | | | — | | | (0.1 | ) | | — | | | — | | | (0.1 | ) |
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Loss on extinguishment of debt | | — | | | — | | | — | | | — | | | 1.3 | | | — | | | — | | | 1.3 | |
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Income (loss) before income taxes | | — | | | — | | | (26.5 | ) | | (26.5 | ) | | 18.6 | | | (3.1 | ) | | 26.5 | | | (11.0 | ) |
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Income tax expense | | — | | | — | | | — | | | — | | | (0.8 | ) | | — | | | — | | | (0.8 | ) |
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Equity earnings (loss) related to investment in subsidiaries | | (11.8 | ) | | (0.1 | ) | | 14.7 | | | — | | | (3.1 | ) | | — | | | 0.3 | | | — | |
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Income (loss) from continuing operations | | (11.8 | ) | | (0.1 | ) | | (11.8 | ) | | (26.5 | ) | | 14.7 | | | (3.1 | ) | | 26.8 | | | (11.8 | ) |
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Noncontrolling interest in net loss | | 7.8 | | | — | | | — | | | — | | | — | | | — | | | — | | | 7.8 | |
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Net income (loss) attributed to common stockholders | | $ | (4.0 | ) | | $ | (0.1 | ) | | $ | (11.8 | ) | | $ | (26.5 | ) | | $ | 14.7 | | | $ | (3.1 | ) | | $ | 26.8 | | | $ | (4.0 | ) |
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(dollars in millions) | | Period Ended January 23, 2013 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 14.9 | | | $ | 0.2 | | | $ | — | | | $ | 15.1 | |
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Costs and expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | — | | | — | | | 4.8 | | | — | | | — | | | 4.8 | |
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Sales and marketing | | — | | | — | | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | |
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General and administrative | | — | | | — | | | — | | | — | | | 1.4 | | | 0.1 | | | — | | | 1.5 | |
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Transaction-related compensation | | — | | | — | | | — | | | — | | | 20 | | | — | | | — | | | 20 | |
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Depreciation and amortization | | — | | | — | | | — | | | — | | | 5.2 | | | 0.1 | | | — | | | 5.3 | |
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Transaction costs | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | |
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Total costs and expenses | | — | | | — | | | — | | | — | | | 32.2 | | | 0.2 | | | — | | | 32.4 | |
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Operating loss | | — | | | — | | | — | | | — | | | (17.3 | ) | | — | | | — | | | (17.3 | ) |
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Interest expense | | — | | | — | | | 2.3 | | | 2.3 | | | 0.1 | | | 0.1 | | | (2.3 | ) | | 2.5 | |
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Loss before income taxes | | — | | | — | | | (2.3 | ) | | (2.3 | ) | | (17.4 | ) | | (0.1 | ) | | 2.3 | | | (19.8 | ) |
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Income tax expense | | — | | | — | | | — | | | — | | | (0.4 | ) | | — | | | — | | | (0.4 | ) |
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Equity earnings (loss) related to investment in subsidiaries | | — | | | — | | | (17.9 | ) | | — | | | (0.1 | ) | | — | | | 18 | | | — | |
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Loss from continuing operations | | — | | | — | | | (20.2 | ) | | (2.3 | ) | | (17.9 | ) | | (0.1 | ) | | 20.3 | | | (20.2 | ) |
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Net loss | | $ | — | | | $ | — | | | $ | (20.2 | ) | | $ | (2.3 | ) | | $ | (17.9 | ) | | $ | (0.1 | ) | | $ | 20.3 | | | $ | (20.2 | ) |
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(dollars in millions) | | Nine Months Ended September 30, 2012 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 161.8 | | | $ | 1 | | | $ | — | | | $ | 162.8 | |
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Costs and expenses: | | | | | | | | | | | | | | | | | |
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Property operating expenses | | — | | | — | | | — | | | — | | | 54 | | | 1.3 | | | — | | | 55.3 | |
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Sales and marketing | | — | | | — | | | — | | | — | | | 5.6 | | | 0.2 | | | — | | | 5.8 | |
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General and administrative | | — | | | — | | | — | | | — | | | 15.3 | | | 0.1 | | | — | | | 15.4 | |
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Depreciation and amortization | | — | | | — | | | — | | | — | | | 51.7 | | | 1.2 | | | — | | | 52.9 | |
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Transaction costs | | — | | | — | | | — | | | — | | | 1.3 | | | — | | | — | | | 1.3 | |
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Management fees charged by CBI | | — | | | — | | | — | | | — | | | 2.1 | | | — | | | — | | | 2.1 | |
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Loss on sale of receivables to an affiliate | | — | | | — | | | — | | | — | | | 3.7 | | | — | | | — | | | 3.7 | |
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Asset Impairment | | — | | | — | | | — | | | — | | | 13.3 | | | — | | | — | | | 13.3 | |
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Total costs and expenses | | — | | | — | | | — | | | — | | | 147 | | | 2.8 | | | — | | | 149.8 | |
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Operating income (loss) | | — | | | — | | | — | | | — | | | 14.8 | | | (1.8 | ) | | — | | | 13 | |
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Interest expense | | — | | | — | | | — | | | — | | | 28.9 | | | 2.3 | | | — | | | 31.2 | |
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Loss before income taxes | | — | | | — | | | — | | | — | | | (14.1 | ) | | (4.1 | ) | | — | | | (18.2 | ) |
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Income tax benefit | | — | | | — | | | — | | | — | | | 4.7 | | | — | | | — | | | 4.7 | |
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Equity earnings (loss) related to investments in subsidiaries | | — | | | — | | | — | | | — | | | (4.1 | ) | | — | | | 4.1 | | | — | |
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Loss from continuing operations | | — | | | — | | | — | | | — | | | (13.5 | ) | | (4.1 | ) | | 4.1 | | | (13.5 | ) |
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Gain on sale of real estate improvements | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | |
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Net loss | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (13.4 | ) | | $ | (4.1 | ) | | $ | 4.1 | | | $ | (13.4 | ) |
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Condensed Consolidating Statements of Cash Flows |
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(dollars in millions) | | Period Ended September 30, 2013 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Net cash provided by (used in) operating activities | | $ | — | | | $ | — | | | (17.3 | ) | | $ | (17.2 | ) | | $ | 82.3 | | | $ | (2.2 | ) | | $ | 17.2 | | | $ | 62.8 | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | — | | | — | | | (33.3 | ) | | — | | | — | | | (33.3 | ) |
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Capital expenditures - other | | — | | | — | | | — | | | — | | | (124.5 | ) | | (0.1 | ) | | — | | | (124.6 | ) |
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Investment in subsidiaries | | (337.1 | ) | | — | | | (337.1 | ) | | — | | | — | | | — | | | 674.2 | | | — | |
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Return of investment | | 20.7 | | | — | | | 39.2 | | | 18.5 | | | — | | | — | | | (78.4 | ) | | — | |
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Release of restricted cash | | — | | | — | | | — | | | — | | | 4.4 | | | — | | | — | | | 4.4 | |
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Net cash provided by (used in) investing activities | | (316.4 | ) | | — | | | (297.9 | ) | | 18.5 | | | (153.4 | ) | | (0.1 | ) | | 595.8 | | | (153.5 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
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Issuance of common stock/partnership units | | 360.5 | | | — | | | 337.1 | | | — | | | — | | | — | | | (337.1 | ) | | 360.5 | |
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IPO costs | | (23.4 | ) | | — | | | — | | | — | | | — | | | — | | | — | | | (23.4 | ) |
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Dividends paid | | (20.7 | ) | | — | | | (20.7 | ) | | — | | | (20.7 | ) | | — | | | 41.4 | | | (20.7 | ) |
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Payments on capital leases and other financing arrangements | | — | | | — | | | — | | | — | | | (3.2 | ) | | (0.5 | ) | | — | | | (3.7 | ) |
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Payments to buyout capital leases | | — | | | — | | | — | | | — | | | (9.6 | ) | | — | | | — | | | (9.6 | ) |
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Payment to buyout other financing arrangement | | — | | | — | | | — | | | — | | | (10.2 | ) | | — | | | — | | | (10.2 | ) |
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Contributions (distributions) from parent guarantor | | — | | | — | | | — | | | — | | | 315.4 | | | 3.2 | | | (318.6 | ) | | — | |
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Debt issuance costs | | — | | | — | | | (1.3 | ) | | (1.3 | ) | | — | | | — | | | 1.3 | | | (1.3 | ) |
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Net cash provided by (used in) financing activities | | 316.4 | | | — | | | 315.1 | | | (1.3 | ) | | 271.7 | | | 2.7 | | | (613.0 | ) | | 291.6 | |
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Net increase (decrease) in cash and cash equivalents | | — | | | — | | | (0.1 | ) | | — | | | 200.6 | | | 0.4 | | | — | | | 200.9 | |
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Cash and cash equivalents at beginning of period | | — | | | — | | | 0.1 | | | — | | | 11.2 | | | 1 | | | — | | | 12.3 | |
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Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 211.8 | | | $ | 1.4 | | | $ | — | | | $ | 213.2 | |
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(dollars in millions) | | Period Ended January 23, 2013 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Net cash provided by operating activities | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1.9 | | | $ | 0.1 | | | $ | — | | | $ | 2 | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures - other | | — | | | — | | | — | | | — | | | (7.7 | ) | | — | | | — | | | (7.7 | ) |
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Release of restricted cash | | — | | | — | | | — | | | — | | | 1.9 | | | — | | | — | | | 1.9 | |
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Intercompany advances, net | | — | | | — | | | 0.1 | | | — | | | (0.1 | ) | | — | | | — | | | — | |
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Net cash provided by (used in) investing activities | | — | | | — | | | 0.1 | | | — | | | (5.9 | ) | | — | | | — | | | (5.8 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Payments on capital lease obligations | | — | | | — | | | — | | | — | | | (0.6 | ) | | — | | | — | | | (0.6 | ) |
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Contributions from parent, net | | — | | | — | | | — | | | — | | | 0.2 | | | — | | | — | | | 0.2 | |
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Net cash used in financing activities | | — | | | — | | | — | | | — | | | (0.4 | ) | | — | | | — | | | (0.4 | ) |
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Net increase (decrease) in cash and cash equivalents | | — | | | — | | | 0.1 | | | — | | | (4.4 | ) | | 0.1 | | | — | | | (4.2 | ) |
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Cash and cash equivalents at beginning of period | | — | | | — | | | — | | | — | | | 15.6 | | | 0.9 | | | — | | | 16.5 | |
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Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | 0.1 | | | $ | — | | | $ | 11.2 | | | $ | 1 | | | $ | — | | | $ | 12.3 | |
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(dollars in millions) | | Nine Months Ended September 30, 2012 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Net cash provided by operating activities | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | 40.3 | | | $ | 2.5 | | | $ | — | | | $ | 42.8 | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | — | | | — | | | (25.4 | ) | | — | | | — | | | (25.4 | ) |
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Capital expenditures - other | | — | | | — | | | — | | | — | | | (120.2 | ) | | (0.8 | ) | | — | | | (121.0 | ) |
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Increase in restricted cash | | — | | | — | | | — | | | — | | | (11.1 | ) | | — | | | — | | | (11.1 | ) |
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Release of restricted cash | | — | | | — | | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | |
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Advance to affiliate | | — | | | — | | | — | | | — | | | (9.6 | ) | | — | | | — | | | (9.6 | ) |
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Proceeds from sale of assets | | — | | | — | | | — | | | — | | | 0.2 | | | — | | | — | | | 0.2 | |
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Net cash used in investing activities | | — | | | — | | | — | | | — | | | (165.4 | ) | | (0.8 | ) | | — | | | (166.2 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
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Borrowings from affiliates, net | | — | | | — | | | — | | | — | | | 131.9 | | | — | | | — | | | 131.9 | |
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Payment on capital leases and other financing arrangements | | — | | | — | | | — | | | — | | | (5.2 | ) | | — | | | — | | | (5.2 | ) |
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Distributions to parent, net | | — | | | — | | | — | | | — | | | (0.7 | ) | | — | | | — | | | (0.7 | ) |
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Net cash provided by financing activities | | — | | | — | | | — | | | — | | | 126 | | | — | | | — | | | 126 | |
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Net increase in cash and cash equivalents | | — | | | — | | | — | | | — | | | 0.9 | | | 1.7 | | | — | | | 2.6 | |
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Cash and cash equivalents at beginning of period | | — | | | — | | | — | | | — | | | 0.4 | | | 0.2 | | | — | | | 0.6 | |
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Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1.3 | | | $ | 1.9 | | | $ | — | | | $ | 3.2 | |
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CyrusOne L.P. [Member] | ' |
Condensed Financial Statements, Captions [Line Items] | ' |
Guarantors | ' |
Guarantors |
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CyrusOne LP and CyrusOne Finance Corp., as “LP Co-issuer” and “Finance Co-issuer,” respectively (together, the “Issuers”), had $525 million aggregate principal amount of Senior Notes outstanding at September 30, 2013. The Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior basis by CyrusOne Inc. (“Parent Guarantor”), CyrusOne GP (“General Partner”), and CyrusOne LP’s 100% owned subsidiaries, CyrusOne LLC, CyrusOne TRS Inc. and CyrusOne Foreign Holdings LLC (such subsidiaries, together the “Guarantors”). None of the subsidiaries organized outside of the United States (collectively, the “Non-Guarantors”) guarantee the Senior Notes. Subject to the provisions of the indenture governing the Senior Notes, in certain circumstances, a Guarantor may be released from its guarantee obligation, including: |
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• | upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor or of all of the capital stock of such Guarantor such that such Guarantor is no longer a restricted subsidiary under the indenture, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | upon the sale or disposition of all or substantially all of the assets of the Guarantor, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | upon the LP Co-issuer designating such Guarantor as an unrestricted subsidiary under the terms of the indenture, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | if such Guarantor is no longer a guarantor or other obligor of any other indebtedness of the LP Co-issuer or the Parent Guarantor, and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | upon the defeasance or discharge of the Senior Notes in accordance with the terms of the indenture. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The following provides information regarding the entity structure of each guarantor of the Senior Notes: |
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CyrusOne Inc.—CyrusOne Inc. was formed on July 31, 2012. As of January 23, 2013, CyrusOne Inc. was a 100% owned subsidiary of CBI. Effective January 24, 2013, CyrusOne Inc. completed its IPO of common stock for net proceeds of $337.1 million, and together with the General Partner, purchased a 33.9% ownership interest in CyrusOne LP. CyrusOne Inc. also represents a guarantor or Parent Guarantor. In addition, CyrusOne Inc. became a separate registrant with the SEC upon completion of its IPO. |
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CyrusOne GP—CyrusOne GP was formed on July 31, 2012, and was a 100% owned subsidiary of CyrusOne Inc. as of January 23, 2013. Effective upon completion of CyrusOne Inc.’s IPO, this entity became the general partner and 1% owner of CyrusOne LP and has no other assets or operations. Prior to the IPO, this entity did not incur any obligations or record any transactions. |
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Issuers—The Issuers include CyrusOne LP and CyrusOne Finance Corp. CyrusOne Finance Corp., a 100% owned subsidiary of CyrusOne LP, was formed for the sole purpose of acting as co-issuer of the Senior Notes and has no other assets or operations. CyrusOne LP, in addition to being the co-issuer of the Senior Notes, is also the 100% owner, either directly or indirectly, of the Guarantors and Non-Guarantors. |
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Guarantors—The guarantors include CyrusOne LLC, CyrusOne TRS Inc., and CyrusOne Foreign Holdings LLC. CyrusOne LLC accounts for all of the domestic operations of CyrusOne LP, including the businesses that composed the Predecessor operations. CyrusOne LLC, together with CyrusOne Foreign Holdings LLC, directly or indirectly owns 100% of the Non-Guarantors. As of September 30, 2013, CyrusOne TRS Inc. had not incurred any obligations or recorded any material transactions for the three months and period ended September 30, 2013. |
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As of September 30, 2013, the Non-Guarantors consist of 100% owned subsidiaries which conduct operations in the United Kingdom and Singapore. |
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The following schedules present the financial information for the three months ended September 30, 2013, period ended September 30, 2013, period ended January 23, 2013, and the three and nine months ended September 30, 2012, for the LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantors. The financial statements for the period ended January 23, 2013, present the financial information for the LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantors, prior to the effective date of the IPO. The financial statements for the three months and period ended September 30, 2013, present the financial information for the LP Co-issuer, Finance Co-issuer, Guarantors, and Non-Guarantors, after the effective date of the IPO. The consolidating schedules are provided in accordance with the reporting requirements for guarantor subsidiaries. |
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Condensed Consolidating Balance Sheets |
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(dollars in millions) | | As of September 30, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Land | | $ | — | | | $ | — | | | $ | 81.5 | | | $ | — | | | $ | — | | | $ | 81.5 | | | | | | | | | |
| | | | | | | |
Buildings and improvements | | — | | | — | | | 734.8 | | | 43.4 | | | — | | | 778.2 | | | | | | | | | |
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Equipment | | — | | | — | | | 133.6 | | | 0.7 | | | — | | | 134.3 | | | | | | | | | |
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Construction in progress | | — | | | — | | | 63.2 | | | — | | | — | | | 63.2 | | | | | | | | | |
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Subtotal | | — | | | — | | | 1,013.10 | | | 44.1 | | | — | | | 1,057.20 | | | | | | | | | |
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Accumulated depreciation | | — | | | — | | | (214.6 | ) | | (4.0 | ) | | — | | | (218.6 | ) | | | | | | | | |
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Net investment in real estate | | — | | | — | | | 798.5 | | | 40.1 | | | — | | | 838.6 | | | | | | | | | |
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Cash and cash equivalents | | — | | | — | | | 211.8 | | | 1.4 | | | — | | | 213.2 | | | | | | | | | |
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Investment in subsidiaries | | 814.7 | | | — | | | 0.3 | | | — | | | (815.0 | ) | | — | | | | | | | | | |
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Rent and other receivables | | — | | | — | | | 33.3 | | | 0.6 | | | — | | | 33.9 | | | | | | | | | |
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Intercompany receivable | | 508.1 | | | 508.2 | | | 0.2 | | | — | | | (1,016.5 | ) | | — | | | | | | | | | |
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Goodwill | | — | | | — | | | 276.2 | | | — | | | — | | | 276.2 | | | | | | | | | |
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Intangible assets, net | | — | | | — | | | 89.9 | | | — | | | — | | | 89.9 | | | | | | | | | |
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Due from affiliates | | — | | | — | | | 0.9 | | | — | | | — | | | 0.9 | | | | | | | | | |
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Other assets | | 15.5 | | | 15.5 | | | 49.8 | | | 1.9 | | | (15.5 | ) | | 67.2 | | | | | | | | | |
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Total assets | | $ | 1,338.30 | | | $ | 523.7 | | | $ | 1,460.90 | | | $ | 44 | | | $ | (1,847.0 | ) | | $ | 1,519.90 | | | | | | | | | |
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Accounts payable and accrued expenses | | $ | 16.1 | | | $ | 12.6 | | | $ | 51.3 | | | $ | 0.4 | | | $ | (12.6 | ) | | $ | 67.8 | | | | | | | | | |
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Deferred revenue | | — | | | — | | | 54.4 | | | 0.7 | | | — | | | 55.1 | | | | | | | | | |
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Intercompany payable | | — | | | — | | | 508.1 | | | 0.2 | | | (508.3 | ) | | — | | | | | | | | | |
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Due to affiliates | | 6.8 | | | — | | | 0.2 | | | — | | | — | | | 7 | | | | | | | | | |
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Capital lease obligations | | — | | | — | | | 10.4 | | | 8.4 | | | — | | | 18.8 | | | | | | | | | |
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Long-term debt | | 525 | | | 525 | | | — | | | — | | | (525.0 | ) | | 525 | | | | | | | | | |
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Other financing arrangements | | — | | | — | | | 21.8 | | | 34 | | | — | | | 55.8 | | | | | | | | | |
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Total liabilities | | 547.9 | | | 537.6 | | | 646.2 | | | 43.7 | | | (1,045.9 | ) | | 729.5 | | | | | | | | | |
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Partnership capital | | 790.4 | | | (13.9 | ) | | 814.7 | | | 0.3 | | | (801.1 | ) | | 790.4 | | | | | | | | | |
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Total liabilities and partnership capital | | $ | 1,338.30 | | | $ | 523.7 | | | $ | 1,460.90 | | | $ | 44 | | | $ | (1,847.0 | ) | | $ | 1,519.90 | | | | | | | | | |
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(dollars in millions) | | As of December 31, 2012 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Land | | $ | — | | | $ | — | | | $ | 44.5 | | | $ | — | | | $ | — | | | 44.5 | | | | | | | | | |
| | | | | | | |
Buildings and improvements | | — | | | — | | | 695.7 | | | 26.8 | | | — | | | 722.5 | | | | | | | | | |
| | | | | | | |
Equipment | | — | | | — | | | 52 | | | 0.4 | | | — | | | 52.4 | | | | | | | | | |
| | | | | | | |
Construction in progress | | — | | | — | | | 51.4 | | | 12.8 | | | — | | | 64.2 | | | | | | | | | |
| | | | | | | |
Subtotal | | — | | | — | | | 843.6 | | | 40 | | | — | | | 883.6 | | | | | | | | | |
| | | | | | | |
Accumulated depreciation | | — | | | — | | | (174.8 | ) | | (1.9 | ) | | — | | | (176.7 | ) | | | | | | | | |
| | | | | | | |
Net investment in real estate | | — | | | — | | | 668.8 | | | 38.1 | | | — | | | 706.9 | | | | | | | | | |
| | | | | | | |
Cash and cash equivalents | | — | | | — | | | 15.6 | | | 0.9 | | | — | | | 16.5 | | | | | | | | | |
| | | | | | | |
Investment in subsidiaries | | 497.2 | | | — | | | 0.4 | | | — | | | (497.6 | ) | | — | | | | | | | | | |
| | | | | | | |
Rent and other receivables | | — | | | — | | | 32.6 | | | 0.6 | | | — | | | 33.2 | | | | | | | | | |
| | | | | | | |
Restricted cash | | — | | | — | | | 6.3 | | | — | | | — | | | 6.3 | | | | | | | | | |
| | | | | | | |
Goodwill | | — | | | — | | | 276.2 | | | — | | | — | | | 276.2 | | | | | | | | | |
| | | | | | | |
Intangible assets, net | | — | | | — | | | 102.6 | | | — | | | — | | | 102.6 | | | | | | | | | |
| | | | | | | |
Intercompany receivable | | 508.2 | | | 508.2 | | | — | | | — | | | (1,016.4 | ) | | — | | | | | | | | | |
| | | | | | | |
Due from affiliates | | — | | | — | | | 2.2 | | | — | | | — | | | 2.2 | | | | | | | | | |
| | | | | | | |
Other assets | | 17 | | | 17 | | | 41.6 | | | 0.5 | | | (17.0 | ) | | 59.1 | | | | | | | | | |
| | | | | | | |
Total assets | | $ | 1,022.40 | | | $ | 525.2 | | | $ | 1,146.30 | | | $ | 40.1 | | | $ | (1,531.0 | ) | | $ | 1,203.00 | | | | | | | | | |
| | | | | | | |
Accounts payable and accrued expenses | | $ | 4.4 | | | $ | 4.4 | | | $ | 31.7 | | | $ | 0.2 | | | $ | (4.4 | ) | | 36.3 | | | | | | | | | |
| | | | | | | |
Deferred revenue | | — | | | — | | | 52.3 | | | 0.5 | | | — | | | 52.8 | | | | | | | | | |
| | | | | | | |
Intercompany payable | | — | | | — | | | 508 | | | 0.2 | | | (508.2 | ) | | — | | | | | | | | | |
| | | | | | | |
Due to affiliates | | — | | | — | | | 2.9 | | | — | | | — | | | 2.9 | | | | | | | | | |
| | | | | | | |
Capital lease obligations | | — | | | — | | | 23.2 | | | 9 | | | — | | | 32.2 | | | | | | | | | |
| | | | | | | |
Long-term debt | | 525 | | | 525 | | | — | | | — | | | (525.0 | ) | | 525 | | | | | | | | | |
| | | | | | | |
Other financing arrangements | | — | | | — | | | 31 | | | 29.8 | | | — | | | 60.8 | | | | | | | | | |
| | | | | | | |
Total liabilities | | 529.4 | | | 529.4 | | | 649.1 | | | 39.7 | | | (1,037.6 | ) | | 710 | | | | | | | | | |
| | | | | | | |
Total parent’s net investment | | 493 | | | (4.2 | ) | | 497.2 | | | 0.4 | | | (493.4 | ) | | 493 | | | | | | | | | |
| | | | | | | |
Total liabilities and parent’s net investment | | $ | 1,022.40 | | | $ | 525.2 | | | $ | 1,146.30 | | | $ | 40.1 | | | $ | (1,531.0 | ) | | $ | 1,203.00 | | | | | | | | | |
| | | | | | | |
|
|
|
Condensed Consolidating Statements of Operations |
|
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in millions) | Three Months Ended September 30, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | 66.4 | | | $ | 1.1 | | | $ | — | | | $ | 67.5 | | | | | | | | | |
| | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | 23.7 | | | 0.5 | | | — | | | 24.2 | | | | | | | | | |
| | | | | | | |
Sales and marketing | | — | | | — | | | 2.2 | | | 0.1 | | | — | | | 2.3 | | | | | | | | | |
| | | | | | | |
General and administrative | | — | | | — | | | 7.1 | | | 0.1 | | | — | | | 7.2 | | | | | | | | | |
| | | | | | | |
Depreciation and amortization | | — | | | — | | | 23.2 | | | 0.7 | | | — | | | 23.9 | | | | | | | | | |
| | | | | | | |
Restructuring charges | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | | | | | | | | | |
| | | | | | | |
Transaction costs | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | | | | | | | | | |
| | | | | | | |
Total costs and expenses | | — | | | — | | | 57.6 | | | 1.4 | | | — | | | 59 | | | | | | | | | |
| | | | | | | |
Operating income (loss) | | — | | | — | | | 8.8 | | | (0.3 | ) | | — | | | 8.5 | | | | | | | | | |
| | | | | | | |
Interest expense (income) | | 9.2 | | | 9.2 | | | 0.4 | | | 0.9 | | | (9.2 | ) | | 10.5 | | | | | | | | | |
| | | | | | | |
Other income | | — | | | — | | | (0.1 | ) | | — | | | — | | | (0.1 | ) | | | | | | | | |
| | | | | | | |
Income (loss) before income taxes | | (9.2 | ) | | (9.2 | ) | | 8.5 | | | (1.2 | ) | | 9.2 | | | (1.9 | ) | | | | | | | | |
| | | | | | | |
Income tax expense | | — | | | — | | | (0.3 | ) | | — | | | — | | | (0.3 | ) | | | | | | | | |
| | | | | | | |
Equity earnings (loss) related to investment in subsidiaries | | 7 | | | — | | | (1.2 | ) | | — | | | (5.8 | ) | | — | | | | | | | | | |
| | | | | | | |
Income (loss) from continuing operations | | (2.2 | ) | | (9.2 | ) | | 7 | | | (1.2 | ) | | 3.4 | | | (2.2 | ) | | | | | | | | |
| | | | | | | |
Net income (loss) | | $ | (2.2 | ) | | $ | (9.2 | ) | | $ | 7 | | | $ | (1.2 | ) | | $ | 3.4 | | | $ | (2.2 | ) | | | | | | | | |
| | | | | | | |
|
|
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in millions) | | Three Months Ended September 30, 2012 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | 56.3 | | | $ | 0.4 | | | $ | — | | | $ | 56.7 | | | | | | | | | |
| | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | 19.5 | | | 0.5 | | | — | | | 20 | | | | | | | | | |
| | | | | | | |
Sales and marketing | | — | | | — | | | 2 | | | 0.1 | | | — | | | 2.1 | | | | | | | | | |
| | | | | | | |
General and administrative | | — | | | — | | | 5.2 | | | 0.1 | | | — | | | 5.3 | | | | | | | | | |
| | | | | | | |
Depreciation and amortization | | — | | | — | | | 18.2 | | | 0.6 | | | — | | | 18.8 | | | | | | | | | |
| | | | | | | |
Transaction costs | | — | | | — | | | 0.6 | | | — | | | — | | | 0.6 | | | | | | | | | |
| | | | | | | |
Management fees charged by CBI | | — | | | — | | | 0.9 | | | — | | | — | | | 0.9 | | | | | | | | | |
| | | | | | | |
Loss on sale of receivables to an affiliate | | — | | | — | | | 1.3 | | | — | | | — | | | 1.3 | | | | | | | | | |
| | | | | | | |
Total costs and expenses | | — | | | — | | | 47.7 | | | 1.3 | | | — | | | 49 | | | | | | | | | |
| | | | | | | |
Operating income (loss) | | — | | | — | | | 8.6 | | | (0.9 | ) | | — | | | 7.7 | | | | | | | | | |
| | | | | | | |
Interest expense | | — | | | — | | | 10.2 | | | 1.1 | | | — | | | 11.3 | | | | | | | | | |
| | | | | | | |
Income (loss) before income taxes | | — | | | — | | | (1.6 | ) | | (2.0 | ) | | — | | | (3.6 | ) | | | | | | | | |
| | | | | | | |
Income tax benefit | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | | | | | | | | | |
| | | | | | | |
Equity earnings (loss) related to investments in subsidiaries | | — | | | — | | | (2.0 | ) | | — | | | 2 | | | — | | | | | | | | | |
| | | | | | | |
Loss from continuing operations | | — | | | — | | | (2.9 | ) | | (2.0 | ) | | 2 | | | (2.9 | ) | | | | | | | | |
| | | | | | | |
Gain on sale of real estate improvements | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | | | | | | | | | |
| | | | | | | |
Net loss | | $ | — | | | $ | — | | | $ | (2.8 | ) | | $ | (2.0 | ) | | $ | 2 | | | $ | (2.8 | ) | | | | | | | | |
| | | | | | | |
|
|
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in millions) | Period Ended September 30, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | 173.4 | | | $ | 2.7 | | | $ | — | | | $ | 176.1 | | | | | | | | | |
| | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | 62.5 | | | 1.6 | | | — | | | 64.1 | | | | | | | | | |
| | | | | | | |
Sales and marketing | | — | | | — | | | 7.1 | | | 0.2 | | | — | | | 7.3 | | | | | | | | | |
| | | | | | | |
General and administrative | | — | | | — | | | 19.6 | | | 0.1 | | | — | | | 19.7 | | | | | | | | | |
| | | | | | | |
Depreciation and amortization | | — | | | — | | | 61.3 | | | 2 | | | — | | | 63.3 | | | | | | | | | |
| | | | | | | |
Restructuring charges | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | | | | | | | | | |
| | | | | | | |
Transaction costs | | — | | | — | | | 1.1 | | | — | | | — | | | 1.1 | | | | | | | | | |
| | | | | | | |
Total costs and expenses | | — | | | — | | | 152.3 | | | 3.9 | | | — | | | 156.2 | | | | | | | | | |
| | | | | | | |
Operating income (loss) | | — | | | — | | | 21.1 | | | (1.2 | ) | | — | | | 19.9 | | | | | | | | | |
| | | | | | | |
Interest expense (income) | | 26.5 | | | 26.5 | | | 1.3 | | | 1.9 | | | (26.5 | ) | | 29.7 | | | | | | | | | |
| | | | | | | |
Other income | | — | | | — | | | (0.1 | ) | | — | | | — | | | (0.1 | ) | | | | | | | | |
| | | | | | | |
Loss on extinguishment of debt | | — | | | — | | | 1.3 | | | — | | | — | | | 1.3 | | | | | | | | | |
| | | | | | | |
Income (loss) before income taxes | | (26.5 | ) | | (26.5 | ) | | 18.6 | | | (3.1 | ) | | 26.5 | | | (11.0 | ) | | | | | | | | |
| | | | | | | |
Income tax expense | | — | | | — | | | (0.8 | ) | | — | | | — | | | (0.8 | ) | | | | | | | | |
| | | | | | | |
Equity earnings (loss) related to investment in subsidiaries | | 14.7 | | | — | | | (3.1 | ) | | — | | | (11.6 | ) | | — | | | | | | | | | |
| | | | | | | |
Income (loss) from continuing operations | | (11.8 | ) | | (26.5 | ) | | 14.7 | | | (3.1 | ) | | 14.9 | | | (11.8 | ) | | | | | | | | |
| | | | | | | |
Net income (loss) | | $ | (11.8 | ) | | $ | (26.5 | ) | | $ | 14.7 | | | $ | (3.1 | ) | | $ | 14.9 | | | $ | (11.8 | ) | | | | | | | | |
| | | | | | | |
|
|
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in millions) | | Period Ended January 23, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | 14.9 | | | $ | 0.2 | | | $ | — | | | $ | 15.1 | | | | | | | | | |
| | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | 4.8 | | | — | | | — | | | 4.8 | | | | | | | | | |
| | | | | | | |
Sales and marketing | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | | | | | | | | | |
| | | | | | | |
General and administrative | | — | | | — | | | 1.4 | | | 0.1 | | | — | | | 1.5 | | | | | | | | | |
| | | | | | | |
Transaction-related compensation | | — | | | — | | | 20 | | | — | | | — | | | 20 | | | | | | | | | |
| | | | | | | |
Depreciation and amortization | | — | | | — | | | 5.2 | | | 0.1 | | | — | | | 5.3 | | | | | | | | | |
| | | | | | | |
Transaction costs | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | | | | | | | | | |
| | | | | | | |
Total costs and expenses | | — | | | — | | | 32.2 | | | 0.2 | | | — | | | 32.4 | | | | | | | | | |
| | | | | | | |
Operating loss | | — | | | — | | | (17.3 | ) | | — | | | — | | | (17.3 | ) | | | | | | | | |
| | | | | | | |
Interest expense | | 2.3 | | | 2.3 | | | 0.1 | | | 0.1 | | | (2.3 | ) | | 2.5 | | | | | | | | | |
| | | | | | | |
Loss before income taxes | | (2.3 | ) | | (2.3 | ) | | (17.4 | ) | | (0.1 | ) | | 2.3 | | | (19.8 | ) | | | | | | | | |
| | | | | | | |
Income tax expense | | — | | | — | | | (0.4 | ) | | — | | | — | | | (0.4 | ) | | | | | | | | |
| | | | | | | |
Equity earnings (loss) related to investment in subsidiaries | | (17.9 | ) | | — | | | (0.1 | ) | | — | | | 18 | | | — | | | | | | | | | |
| | | | | | | |
Loss from continuing operations | | (20.2 | ) | | (2.3 | ) | | (17.9 | ) | | (0.1 | ) | | 20.3 | | | (20.2 | ) | | | | | | | | |
| | | | | | | |
Net loss | | $ | (20.2 | ) | | $ | (2.3 | ) | | $ | (17.9 | ) | | $ | (0.1 | ) | | $ | 20.3 | | | $ | (20.2 | ) | | | | | | | | |
| | | | | | | |
|
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in millions) | | Nine Months Ended September 30, 2012 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | 161.8 | | | $ | 1 | | | $ | — | | | $ | 162.8 | | | | | | | | | |
| | | | | | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | 54 | | | 1.3 | | | — | | | 55.3 | | | | | | | | | |
| | | | | | | |
Sales and marketing | | — | | | — | | | 5.6 | | | 0.2 | | | — | | | 5.8 | | | | | | | | | |
| | | | | | | |
General and administrative | | — | | | — | | | 15.3 | | | 0.1 | | | — | | | 15.4 | | | | | | | | | |
| | | | | | | |
Depreciation and amortization | | — | | | — | | | 51.7 | | | 1.2 | | | — | | | 52.9 | | | | | | | | | |
| | | | | | | |
Transaction costs | | — | | | — | | | 1.3 | | | — | | | — | | | 1.3 | | | | | | | | | |
| | | | | | | |
Management fees charged by CBI | | — | | | — | | | 2.1 | | | — | | | — | | | 2.1 | | | | | | | | | |
| | | | | | | |
Loss on sale of receivables to an affiliate | | — | | | — | | | 3.7 | | | — | | | — | | | 3.7 | | | | | | | | | |
| | | | | | | |
Asset impairment | | — | | | — | | | 13.3 | | | — | | | — | | | 13.3 | | | | | | | | | |
| | | | | | | |
Total costs and expenses | | — | | | — | | | 147 | | | 2.8 | | | — | | | 149.8 | | | | | | | | | |
| | | | | | | |
Operating income (loss) | | — | | | — | | | 14.8 | | | (1.8 | ) | | — | | | 13 | | | | | | | | | |
| | | | | | | |
Interest expense | | — | | | — | | | 28.9 | | | 2.3 | | | — | | | 31.2 | | | | | | | | | |
| | | | | | | |
Loss before income taxes | | — | | | — | | | (14.1 | ) | | (4.1 | ) | | — | | | (18.2 | ) | | | | | | | | |
| | | | | | | |
Income tax benefit | | — | | | — | | | 4.7 | | | — | | | — | | | 4.7 | | | | | | | | | |
| | | | | | | |
Equity earnings (loss) related to investments in subsidiaries | | — | | | — | | | (4.1 | ) | | — | | | 4.1 | | | — | | | | | | | | | |
| | | | | | | |
Loss from continuing operations | | — | | | — | | | (13.5 | ) | | (4.1 | ) | | 4.1 | | | (13.5 | ) | | | | | | | | |
| | | | | | | |
Gain on sale of real estate improvements | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | | | | | | | | | |
| | | | | | | |
Net loss | | $ | — | | | $ | — | | | $ | (13.4 | ) | | $ | (4.1 | ) | | $ | 4.1 | | | $ | (13.4 | ) | | | | | | | | |
| | | | | | | |
|
|
|
Condensed Consolidating Statements of Cash Flows |
|
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in millions) | | Period Ended September 30, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Net cash provided by (used in) operating activities | | (17.3 | ) | | $ | (17.2 | ) | | $ | 82.3 | | | $ | (2.2 | ) | | $ | 17.2 | | | $ | 62.8 | | | | | | | | | |
| | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | (33.3 | ) | | — | | | — | | | (33.3 | ) | | | | | | | | |
| | | | | | | |
Capital expenditures - other | | — | | | — | | | (124.5 | ) | | (0.1 | ) | | — | | | (124.6 | ) | | | | | | | | |
| | | | | | | |
Investment in subsidiaries | | (337.1 | ) | | — | | | — | | | — | | | 337.1 | | | — | | | | | | | | | |
| | | | | | | |
Return of investment | | 39.2 | | | 18.5 | | | — | | | — | | | (57.7 | ) | | — | | | | | | | | | |
| | | | | | | |
Intercompany advances, net | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | | | |
| | | | | | | |
Release of restricted cash | | — | | | — | | | 4.4 | | | — | | | — | | | 4.4 | | | | | | | | | |
| | | | | | | |
Net cash provided by (used in) investing activities | | (297.9 | ) | | 18.5 | | | (153.4 | ) | | (0.1 | ) | | 279.4 | | | (153.5 | ) | | | | | | | | |
| | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Issuance of partnership units | | 337.1 | | | — | | | — | | | — | | | — | | | 337.1 | | | | | | | | | |
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Distributions paid | | (20.7 | ) | | — | | | (20.7 | ) | | — | | | 20.7 | | | (20.7 | ) | | | | | | | | |
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Payments on capital leases and other financing arrangements | | — | | | — | | | (3.2 | ) | | (0.5 | ) | | — | | | (3.7 | ) | | | | | | | | |
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Payments to buyout capital leases | | — | | | — | | | (9.6 | ) | | — | | | — | | | (9.6 | ) | | | | | | | | |
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Payment to buyout other financing arrangement | | — | | | — | | | (10.2 | ) | | — | | | — | | | (10.2 | ) | | | | | | | | |
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Contribution from parent, net | | — | | | — | | | 315.4 | | | 3.2 | | | (318.6 | ) | | — | | | | | | | | | |
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Debt issuance costs | | (1.3 | ) | | (1.3 | ) | | — | | | — | | | 1.3 | | | (1.3 | ) | | | | | | | | |
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Net cash provided by (used in) financing activities | | 315.1 | | | (1.3 | ) | | 271.7 | | | 2.7 | | | (296.6 | ) | | 291.6 | | | | | | | | | |
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Net increase (decrease) in cash and cash equivalents | | (0.1 | ) | | — | | | 200.6 | | | 0.4 | | | — | | | 200.9 | | | | | | | | | |
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Cash and cash equivalents at beginning of period | | 0.1 | | | — | | | 11.2 | | | 1 | | | — | | | 12.3 | | | | | | | | | |
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Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | 211.8 | | | $ | 1.4 | | | $ | — | | | $ | 213.2 | | | | | | | | | |
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(dollars in millions) | | Period Ended January 23, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Net cash provided by operating activities | | $ | — | | | $ | — | | | $ | 1.9 | | | $ | 0.1 | | | $ | — | | | $ | 2 | | | | | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Capital expenditures - other | | — | | | — | | | (7.7 | ) | | — | | | — | | | (7.7 | ) | | | | | | | | |
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Release of restricted cash | | — | | | — | | | 1.9 | | | — | | | — | | | 1.9 | | | | | | | | | |
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Intercompany advances, net | | 0.1 | | | — | | | (0.1 | ) | | — | | | — | | | — | | | | | | | | | |
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Net cash provided by (used in) investing activities | | 0.1 | | | — | | | (5.9 | ) | | — | | | — | | | (5.8 | ) | | | | | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Payments on capital lease obligations | | — | | | — | | | (0.6 | ) | | — | | | — | | | (0.6 | ) | | | | | | | | |
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Contributions from parent, net | | — | | | — | | | 0.2 | | | — | | | — | | | 0.2 | | | | | | | | | |
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Net cash used in financing activities | | — | | | — | | | (0.4 | ) | | — | | | — | | | (0.4 | ) | | | | | | | | |
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Net increase (decrease) in cash and cash equivalents | | 0.1 | | | — | | | (4.4 | ) | | 0.1 | | | — | | | (4.2 | ) | | | | | | | | |
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Cash and cash equivalents at beginning of period | | — | | | — | | | 15.6 | | | 0.9 | | | — | | | 16.5 | | | | | | | | | |
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Cash and cash equivalents at end of period | | $ | 0.1 | | | $ | — | | | $ | 11.2 | | | $ | 1 | | | $ | — | | | $ | 12.3 | | | | | | | | | |
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(dollars in millions) | | Nine Months Ended September 30, 2012 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Net cash provided by operating activities | | $ | — | | | $ | — | | | 40.3 | | | $ | 2.5 | | | $ | — | | | $ | 42.8 | | | | | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | (25.4 | ) | | — | | | — | | | (25.4 | ) | | | | | | | | |
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Capital expenditures - other | | — | | | — | | | (120.2 | ) | | (0.8 | ) | | — | | | (121.0 | ) | | | | | | | | |
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Increase in restricted cash | | — | | | — | | | (11.1 | ) | | — | | | — | | | (11.1 | ) | | | | | | | | |
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Release of restricted cash | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | | | | | | | | | |
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Advance to affiliate | | — | | | — | | | (9.6 | ) | | — | | | — | | | (9.6 | ) | | | | | | | | |
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Proceeds from sale of assets | | — | | | — | | | 0.2 | | | — | | | — | | | 0.2 | | | | | | | | | |
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Net cash used in investing activities | | — | | | — | | | (165.4 | ) | | (0.8 | ) | | — | | | (166.2 | ) | | | | | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Borrowings from affiliates, net | | — | | | — | | | 131.9 | | | — | | | — | | | 131.9 | | | | | | | | | |
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Payments on capital lease obligations | | — | | | — | | | (5.2 | ) | | — | | | — | | | (5.2 | ) | | | | | | | | |
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Distributions to parent, net | | — | | | — | | | (0.7 | ) | | — | | | — | | | (0.7 | ) | | | | | | | | |
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Net cash provided by financing activities | | — | | | — | | | 126 | | | — | | | — | | | 126 | | | | | | | | | |
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Net increase in cash and cash equivalents | | — | | | — | | | 0.9 | | | 1.7 | | | — | | | 2.6 | | | | | | | | | |
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Cash and cash equivalents at beginning of period | | — | | | — | | | 0.4 | | | 0.2 | | | — | | | 0.6 | | | | | | | | | |
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Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | 1.3 | | | $ | 1.9 | | | $ | — | | | $ | 3.2 | | | | | | | | | |
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