Guarantors | 12 Months Ended |
Dec. 31, 2013 |
Condensed Financial Statements, Captions [Line Items] | ' |
Guarantors | ' |
Guarantors |
CyrusOne Inc. |
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 December 31, 2013, and 2012. 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 December 31, 2013, CyrusOne TRS Inc. had not incurred any obligations or recorded any material transactions for the period ended December 31, 2013, and January 23, 2013. |
As of December 31, 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 periods ended December 31, 2013, and January 23, 2013, and the years ended December 31, 2012 and 2011, 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 prior to the effective date of the IPO, and the financial statements for the period ended December 31, 2013, present the financial information 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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Consolidating Balance Sheets |
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(dollars in millions) | | As of December 31, 2013 |
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| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Land | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 89.3 | | | $ | — | | | $ | — | | | $ | 89.3 | |
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Buildings and improvements | | — | | | — | | | — | | | — | | | 739.6 | | | 44.1 | | | — | | | 783.7 | |
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Equipment | | — | | | — | | | — | | | — | | | 189.4 | | | 0.8 | | | — | | | 190.2 | |
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Construction in progress | | — | | | — | | | — | | | — | | | 57.3 | | | — | | | — | | | 57.3 | |
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Subtotal | | — | | | — | | | — | | | — | | | 1,075.60 | | | 44.9 | | | — | | | 1,120.50 | |
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Accumulated depreciation | | — | | | — | | | — | | | — | | | (232.0 | ) | | (4.7 | ) | | — | | | (236.7 | ) |
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Net investment in real estate | | — | | | — | | | — | | | — | | | 843.6 | | | 40.2 | | | — | | | 883.8 | |
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Cash and cash equivalents | | — | | | — | | | — | | | — | | | 146.8 | | | 2 | | | — | | | 148.8 | |
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Investment in subsidiaries | | 777.6 | | | 7.8 | | | 795 | | | — | | | 2.1 | | | — | | | (1,582.5 | ) | | — | |
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Rent and other receivables | | — | | | — | | | — | | | — | | | 40.3 | | | 0.9 | | | — | | | 41.2 | |
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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 | | — | | | — | | | — | | | — | | | 85.9 | | | — | | | — | | | 85.9 | |
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Due from affiliates | | — | | | — | | | — | | | — | | | 0.6 | | | — | | | — | | | 0.6 | |
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Other assets | | — | | | — | | | 14.1 | | | 14.1 | | | 53 | | | 3.2 | | | (14.1 | ) | | 70.3 | |
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Total assets | | $ | 777.6 | | | $ | 7.8 | | | $ | 1,317.20 | | | $ | 522.3 | | | $ | 1,448.70 | | | $ | 46.3 | | | $ | (2,613.1 | ) | | $ | 1,506.80 | |
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Accounts payable and accrued expenses | | $ | — | | | $ | — | | | $ | 7.8 | | | $ | 4.2 | | | $ | 58.6 | | | $ | 0.4 | | | $ | (4.2 | ) | | $ | 66.8 | |
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Deferred revenue | | — | | | — | | | — | | | — | | | 55.1 | | | 0.8 | | | — | | | 55.9 | |
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Intercompany payable | | — | | | — | | | — | | | — | | | 508.1 | | | 0.2 | | | (508.3 | ) | | — | |
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Due to affiliates | | — | | | — | | | 6.8 | | | — | | | 1.7 | | | — | | | — | | | 8.5 | |
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Capital lease obligations | | — | | | — | | | — | | | — | | | 8.6 | | | 8.1 | | | — | | | 16.7 | |
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Long-term debt | | — | | | — | | | 525 | | | 525 | | | — | | | — | | | (525.0 | ) | | 525 | |
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Other financing arrangements | | — | | | — | | | — | | | — | | | 21.6 | | | 34.7 | | | — | | | 56.3 | |
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Total liabilities | | — | | | — | | | 539.6 | | | 529.2 | | | 653.7 | | | 44.2 | | | (1,037.5 | ) | | 729.2 | |
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Total equity | | 777.6 | | | 7.8 | | | 777.6 | | | (6.9 | ) | | 795 | | | 2.1 | | | (1,575.6 | ) | | 777.6 | |
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Total liabilities and equity | | $ | 777.6 | | | $ | 7.8 | | | $ | 1,317.20 | | | $ | 522.3 | | | $ | 1,448.70 | | | $ | 46.3 | | | $ | (2,613.1 | ) | | $ | 1,506.80 | |
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(dollars in millions) | | As of December 31, 2012 |
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| | 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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Consolidating Statements of Operations |
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(dollars in millions) | Period Ended December 31, 2013 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 244.3 | | | $ | 4.1 | | | $ | — | | | $ | 248.4 | |
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Costs and expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | — | | | — | | | 85.9 | | | 2.5 | | | — | | | 88.4 | |
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Sales and marketing | | — | | | — | | | — | | | — | | | 9.7 | | | 0.2 | | | — | | | 9.9 | |
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General and administrative | | — | | | — | | | — | | | — | | | 26.3 | | | 0.2 | | | — | | | 26.5 | |
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Depreciation and amortization | | — | | | — | | | — | | | — | | | 87.1 | | | 2.8 | | | — | | | 89.9 | |
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Restructuring charges | | — | | | — | | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | |
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Transaction costs | | — | | | — | | | — | | | — | | | 1.3 | | | — | | | — | | | 1.3 | |
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Asset Impairment | | — | | | — | | | — | | | — | | | 2.8 | | | — | | | — | | | 2.8 | |
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Total costs and expenses | | — | | | — | | | — | | | — | | | 213.8 | | | 5.7 | | | — | | | 219.5 | |
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Operating income (loss) | | — | | | — | | | — | | | — | | | 30.5 | | | (1.6 | ) | | — | | | 28.9 | |
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Interest expense | | — | | | — | | | 36.5 | | | 36.5 | | | 1.8 | | | 2.9 | | | (36.5 | ) | | 41.2 | |
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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 | | — | | | — | | | (36.5 | ) | | (36.5 | ) | | 27.5 | | | (4.5 | ) | | 36.5 | | | (13.5 | ) |
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Income tax expense | | — | | | — | | | — | | | — | | | (1.9 | ) | | — | | | — | | | (1.9 | ) |
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Equity earnings (loss) related to investment in subsidiaries | | (15.6 | ) | | (0.2 | ) | | 20.9 | | | — | | | (4.5 | ) | | — | | | (0.6 | ) | | — | |
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Income (loss) from continuing operations | | (15.6 | ) | | (0.2 | ) | | (15.6 | ) | | (36.5 | ) | | 21.1 | | | (4.5 | ) | | 35.9 | | | (15.4 | ) |
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Loss on sale of real estate improvements | | — | | | — | | | — | | | — | | | (0.2 | ) | | — | | | — | | | (0.2 | ) |
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Net loss | | (15.6 | ) | | (0.2 | ) | | (15.6 | ) | | (36.5 | ) | | 20.9 | | | (4.5 | ) | | 35.9 | | | (15.6 | ) |
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Noncontrolling interest in net loss | | 10.3 | | | — | | | — | | | — | | | — | | | — | | | — | | | 10.3 | |
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Net income (loss) attributed to common shareholders | | $ | (5.3 | ) | | $ | (0.2 | ) | | $ | (15.6 | ) | | $ | (36.5 | ) | | $ | 20.9 | | | $ | (4.5 | ) | | $ | 35.9 | | | $ | (5.3 | ) |
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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 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) | | Year Ended December 31, 2012 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 219.4 | | | $ | 1.4 | | | $ | — | | | $ | 220.8 | |
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Costs and expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | — | | | — | | | 74.1 | | | 1.9 | | | — | | | 76 | |
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Sales and marketing | | — | | | — | | | — | | | — | | | 9.5 | | | 0.2 | | | — | | | 9.7 | |
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General and administrative | | — | | | — | | | — | | | — | | | 20.6 | | | 0.1 | | | — | | | 20.7 | |
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Depreciation and amortization | | — | | | — | | | — | | | — | | | 71.9 | | | 1.5 | | | — | | | 73.4 | |
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Transaction costs | | — | | | — | | | 5.7 | | | — | | | — | | | — | | | — | | | 5.7 | |
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Management fees charged by CBI | | — | | | — | | | — | | | — | | | 2.5 | | | — | | | — | | | 2.5 | |
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Loss on sale of receivables to an affiliate | | — | | | — | | | — | | | — | | | 3.2 | | | — | | | — | | | 3.2 | |
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Asset impairment | | — | | | — | | | — | | | — | | | 13.3 | | | — | | | — | | | 13.3 | |
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Total costs and expenses | | — | | | — | | | 5.7 | | | — | | | 195.1 | | | 3.7 | | | — | | | 204.5 | |
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Operating income (loss) | | — | | | — | | | (5.7 | ) | | — | | | 24.3 | | | (2.3 | ) | | — | | | 16.3 | |
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Interest expense | | — | | | — | | | 4.2 | | | 4.2 | | | 35 | | | 2.6 | | | (4.2 | ) | | 41.8 | |
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Loss before income taxes | | — | | | — | | | (9.9 | ) | | (4.2 | ) | | (10.7 | ) | | (4.9 | ) | | 4.2 | | | (25.5 | ) |
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Income tax benefit | | — | | | — | | | — | | | — | | | 5.1 | | | — | | | — | | | 5.1 | |
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Equity loss related to investment in subsidiaries | | — | | | — | | | (10.4 | ) | | — | | | (4.9 | ) | | — | | | 15.3 | | | — | |
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Loss from continuing operations | | — | | | — | | | (20.3 | ) | | (4.2 | ) | | (10.5 | ) | | (4.9 | ) | | 19.5 | | | (20.4 | ) |
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Gain on sale of real estate improvements | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | |
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Net loss | | $ | — | | | $ | — | | | $ | (20.3 | ) | | $ | (4.2 | ) | | $ | (10.4 | ) | | $ | (4.9 | ) | | $ | 19.5 | | | $ | (20.3 | ) |
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(dollars in millions) | | Year Ended December 31, 2011 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 181.5 | | | $ | 0.2 | | | $ | — | | | $ | 181.7 | |
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Costs and expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | — | | | — | | | 57.9 | | | 0.3 | | | — | | | 58.2 | |
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Sales and marketing | | — | | | — | | | — | | | — | | | 9.1 | | | — | | | — | | | 9.1 | |
|
General and administrative | | — | | | — | | | — | | | — | | | 12.4 | | | 0.1 | | | — | | | 12.5 | |
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Depreciation and amortization | | — | | | — | | | — | | | — | | | 55.1 | | | 0.4 | | | — | | | 55.5 | |
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Transaction costs | | — | | | — | | | — | | | — | | | 2.6 | | | — | | | — | | | 2.6 | |
|
Management fees charged by CBI | | — | | | — | | | — | | | — | | | 2.3 | | | — | | | — | | | 2.3 | |
|
Loss on sale of receivables to an affiliate | | — | | | — | | | — | | | — | | | 3.5 | | | — | | | — | | | 3.5 | |
|
Total costs and expenses | | — | | | — | | | — | | | — | | | 142.9 | | | 0.8 | | | — | | | 143.7 | |
|
Operating income (loss) | | — | | | — | | | — | | | — | | | 38.6 | | | (0.6 | ) | | — | | | 38 | |
|
Interest expense | | — | | | — | | | — | | | — | | | 32.3 | | | 0.6 | | | — | | | 32.9 | |
|
Loss on extinguishment of debt | | — | | | — | | | — | | | — | | | 1.4 | | | — | | | — | | | 1.4 | |
|
Income (loss) before income taxes | | — | | | — | | | — | | | — | | | 4.9 | | | (1.2 | ) | | — | | | 3.7 | |
|
Income tax expense | | — | | | — | | | — | | | — | | | (2.2 | ) | | — | | | — | | | (2.2 | ) |
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Equity loss related to investment in subsidiaries | | — | | | — | | | — | | | — | | | (1.2 | ) | | — | | | 1.2 | | | — | |
|
Income (loss) from continuing operations | | — | | | — | | | — | | | — | | | 1.5 | | | (1.2 | ) | | 1.2 | | | 1.5 | |
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Net income (loss) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1.5 | | | $ | (1.2 | ) | | $ | 1.2 | | | $ | 1.5 | |
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Consolidating Statements of Cash Flows |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in millions) | | Period Ended December 31, 2013 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Net (loss) income | | $ | (15.6 | ) | | (0.2 | ) | | $ | (15.6 | ) | | $ | (36.5 | ) | | 20.9 | | | $ | (4.5 | ) | | $ | 35.9 | | | $ | (15.6 | ) |
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Equity earnings (loss) related to investment in subsidiaries | | 15.6 | | | 0.2 | | | (20.9 | ) | | — | | | 4.5 | | | — | | | 0.6 | | | — | |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities | | (7.1 | ) | | — | | | (9.4 | ) | | 4.6 | | | 82 | | | 2.8 | | | 32.1 | | | $ | 105 | |
|
Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | | | | | | | | | |
Increase in receivables and other assets | | 9.4 | | | — | | | — | | | — | | | (9.9 | ) | | (3.0 | ) | | (12.2 | ) | | $ | (15.7 | ) |
|
(Decrease) increase in accounts payable and accrued expenses | | (2.3 | ) | | — | | | 4.8 | | | (2.3 | ) | | 0.2 | | | 0.3 | | | (15.3 | ) | | $ | (14.6 | ) |
|
Increase (decrease) in payables to related parties | | — | | | — | | | 6.8 | | | — | | | 18.4 | | | — | | | (6.8 | ) | | $ | 18.4 | |
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Other changes in assets and liabilities | | — | | | — | | | — | | | — | | | (0.3 | ) | | 0.2 | | | — | | | $ | (0.1 | ) |
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Net cash (used in) provided by operating activities | | — | | | — | | | (34.3 | ) | | (34.2 | ) | | 115.8 | | | (4.2 | ) | | 34.3 | | | 77.4 | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | — | | | — | | | (48.0 | ) | | — | | | — | | | (48.0 | ) |
|
Capital expenditures - other | | — | | | — | | | — | | | — | | | (172.9 | ) | | — | | | — | | | (172.9 | ) |
|
Investment in subsidiaries | | (337.1 | ) | | — | | | (337.1 | ) | | — | | | — | | | — | | | 674.2 | | | — | |
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Return of investment | | 31 | | | — | | | 66.5 | | | 35.5 | | | — | | | — | | | (133.0 | ) | | — | |
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Release of restricted cash | | — | | | — | | | — | | | — | | | 4.4 | | | — | | | — | | | 4.4 | |
|
Intercompany advances, net | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
|
Other, net | | — | | | — | | | — | | | — | | | (0.2 | ) | | — | | | — | | | (0.2 | ) |
|
Net cash (used in) provided by investing activities | | (306.1 | ) | | — | | | (270.6 | ) | | 35.5 | | | (216.7 | ) | | — | | | 541.2 | | | (216.7 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Issuance of common stock/partnership units | | 360.5 | | | — | | | 337.1 | | | — | | | — | | | — | | | (337.1 | ) | | 360.5 | |
|
IPO costs | | (23.4 | ) | | — | | | — | | | — | | | (3.2 | ) | | — | | | — | | | (26.6 | ) |
|
Dividends paid | | (31.0 | ) | | — | | | (31.0 | ) | | — | | | (31.0 | ) | | — | | | 62 | | | (31.0 | ) |
|
Payments on capital leases | | — | | | — | | | — | | | — | | | (4.4 | ) | | (0.9 | ) | | — | | | (5.3 | ) |
|
Other financing arrangements | | — | | | — | | | — | | | — | | | (0.5 | ) | | (0.2 | ) | | — | | | (0.7 | ) |
|
Payments to buyout capital leases | | — | | | — | | | — | | | — | | | (9.6 | ) | | — | | | — | | | (9.6 | ) |
|
Payment to buyout other financing arrangement | | — | | | — | | | — | | | — | | | (10.2 | ) | | — | | | — | | | (10.2 | ) |
|
Contributions from parent guarantor | | — | | | — | | | — | | | — | | | 295.4 | | | 6.3 | | | (301.7 | ) | | — | |
|
Debt issuance costs | | — | | | — | | | (1.3 | ) | | (1.3 | ) | | — | | | — | | | 1.3 | | | (1.3 | ) |
|
Net cash provided by (used in) financing activities | | 306.1 | | | — | | | 304.8 | | | (1.3 | ) | | 236.5 | | | 5.2 | | | (575.5 | ) | | 275.8 | |
|
Net (decrease) increase in cash and cash equivalents | | — | | | — | | | (0.1 | ) | | — | | | 135.6 | | | 1 | | | — | | | 136.5 | |
|
Cash and cash equivalents at beginning of period | | — | | | — | | | 0.1 | | | — | | | 11.2 | | | 1 | | | — | | | 12.3 | |
|
Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 146.8 | | | $ | 2 | | | $ | — | | | $ | 148.8 | |
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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 (loss) income | | $ | — | | | — | | | $ | (20.2 | ) | | (2.3 | ) | | $ | (17.9 | ) | | (0.1 | ) | | $ | 20.3 | | | (20.2 | ) |
|
Equity loss related to investment in subsidiaries | | — | | | — | | | 17.9 | | | — | | | 0.1 | | | — | | | (18.0 | ) | | — | |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities | | — | | | — | | | 0.2 | | | 0.2 | | | 5.6 | | | 0.1 | | | (0.2 | ) | | 5.9 | |
|
Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | | | | | | | | | |
Increase in receivables and other assets | | 0.2 | | | — | | | — | | | — | | | (9.8 | ) | | — | | | — | | | (9.6 | ) |
|
(Decrease) increase in accounts payable and accrued expenses | | (0.2 | ) | | — | | | 2.1 | | | 2.1 | | | 18.6 | | | — | | | (2.1 | ) | | 20.5 | |
|
Increase (decrease) in payables to related parties | | — | | | — | | | — | | | — | | | 1.5 | | | — | | | — | | | 1.5 | |
|
Other changes in assets and liabilities | | — | | | — | | | — | | | — | | | 3.8 | | | 0.1 | | | — | | | 3.9 | |
|
Net cash provided by operating activities | | — | | | — | | | — | | | — | | | 1.9 | | | 0.1 | | | — | | | 2 | |
|
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures - other | | — | | | — | | | — | | | — | | | (7.7 | ) | | — | | | — | | | (7.7 | ) |
|
Release of restricted cash | | — | | | — | | | — | | | — | | | 1.9 | | | — | | | — | | | 1.9 | |
|
Intercompany advances, net | | — | | | — | | | 0.1 | | | — | | | (0.1 | ) | | — | | | — | | | — | |
|
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 | ) |
|
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) | | Year Ended December 31, 2012 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Net (loss) income | | $ | — | | | $ | — | | | $ | (20.3 | ) | | $ | (4.2 | ) | | $ | (10.4 | ) | | $ | (4.9 | ) | | $ | 19.5 | | | $ | (20.3 | ) |
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Equity loss related to investment in subsidiaries | | — | | | — | | | 10.4 | | | — | | | 4.9 | | | — | | | (15.3 | ) | | — | |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities | | — | | | — | | | 0.2 | | | 0.2 | | | 83.9 | | | 1.5 | | | (0.2 | ) | | 85.6 | |
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Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | | | | | | | | | |
Increase in receivables and other assets | | (7.9 | ) | | — | | | — | | | — | | | (15.5 | ) | | (0.6 | ) | | — | | | (24.0 | ) |
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(Decrease) increase in accounts payable and accrued expenses | | 0.8 | | | — | | | 4.4 | | | 4.4 | | | (5.5 | ) | | (0.3 | ) | | (4.4 | ) | | (0.6 | ) |
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Increase (decrease) in payables to related parties | | — | | | — | | | — | | | — | | | 3.3 | | | 0.5 | | | — | | | 3.8 | |
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Net cash ( used in) provided by operating activities | | (7.1 | ) | | — | | | (5.3 | ) | | 0.4 | | | 60.7 | | | (3.8 | ) | | (0.4 | ) | | 44.5 | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | — | | | — | | | (25.1 | ) | | (0.3 | ) | | — | | | (25.4 | ) |
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Capital expenditures - other | | — | | | — | | | — | | | — | | | (202.9 | ) | | — | | | — | | | (202.9 | ) |
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Proceeds from sale of assets | | — | | | — | | | — | | | — | | | 0.2 | | | — | | | — | | | 0.2 | |
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Increase in restricted cash | | — | | | — | | | — | | | — | | | (11.1 | ) | | — | | | — | | | (11.1 | ) |
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Release of restricted cash | | — | | | — | | | — | | | — | | | 4.8 | | | — | | | — | | | 4.8 | |
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Advances to affiliate | | — | | | — | | | — | | | — | | | (18.3 | ) | | — | | | — | | | (18.3 | ) |
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Intercompany advances, net | | — | | | — | | | (508.2 | ) | | (508.2 | ) | | 508.1 | | | 0.1 | | | 508.2 | | | — | |
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Other, net | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | |
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Net cash (used in) provided by investing activities | | — | | | — | | | (508.2 | ) | | (508.2 | ) | | 255.8 | | | (0.2 | ) | | 508.2 | | | (252.6 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Borrowings from affiliates, net | | — | | | — | | | — | | | — | | | 119.8 | | | — | | | — | | | 119.8 | |
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Repayment of related party note | | — | | | — | | | — | | | — | | | (400.0 | ) | | — | | | — | | | (400.0 | ) |
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Proceeds from issuance of debt | | — | | | — | | | 525 | | | 525 | | | — | | | — | | | (525.0 | ) | | 525 | |
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Payment on capital lease obligations | | — | | | — | | | — | | | — | | | (8.4 | ) | | (0.6 | ) | | — | | | (9.0 | ) |
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Debt issuance costs | | — | | | — | | | (17.2 | ) | | (17.2 | ) | | — | | | — | | | 17.2 | | | (17.2 | ) |
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Contributions from (distribution to) parent, net | | 7.1 | | | — | | | 5.7 | | | — | | | (12.7 | ) | | 5.3 | | | — | | | 5.4 | |
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Net cash provided by (used in) financing activities | | 7.1 | | | — | | | 513.5 | | | 507.8 | | | (301.3 | ) | | 4.7 | | | (507.8 | ) | | 224 | |
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Net increase in cash and cash equivalents | | — | | | — | | | — | | | — | | | 15.2 | | | 0.7 | | | — | | | 15.9 | |
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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 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 15.6 | | | $ | 0.9 | | | $ | — | | | $ | 16.5 | |
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(dollars in millions) | | Year Ended December 31, 2011 |
| | Parent | | General | | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total |
Guarantor | Partner | Co-issuer | Co-issuer | Guarantors |
Net income (loss) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1.5 | | | $ | (1.2 | ) | | $ | 1.2 | | | $ | 1.5 | |
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Equity loss related to investment in subsidiaries | | — | | | — | | | — | | | — | | | 1.2 | | | — | | | (1.2 | ) | | — | |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities | | — | | | — | | | — | | | — | | | 61.6 | | | 0.4 | | | — | | | 62 | |
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Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | | | | | | | | | |
Increase in receivables and other assets | | — | | | — | | | — | | | — | | | (2.9 | ) | | (0.4 | ) | | — | | | (3.3 | ) |
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(Decrease) increase in accounts payable and accrued expenses | | — | | | — | | | — | | | — | | | 3.2 | | | 0.3 | | | — | | | 3.5 | |
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Increase (decrease) in payables to related parties | | — | | | — | | | — | | | — | | | 2.3 | | | — | | | — | | | 2.3 | |
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Net cash provided by operating activities | | — | | | — | | | — | | | — | | | 66.9 | | | (0.9 | ) | | — | | | 66 | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | — | | | — | | | (22.4 | ) | | — | | | — | | | (22.4 | ) |
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Advances to affiliate | | — | | | — | | | — | | | — | | | (95.1 | ) | | — | | | — | | | (95.1 | ) |
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Intercompany advances, net | | — | | | — | | | — | | | — | | | 11.6 | | | — | | | — | | | 11.6 | |
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Other, net | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | |
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Net cash used in investing activities | | — | | | — | | | — | | | — | | | (105.8 | ) | | — | | | — | | | (105.8 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Borrowings from affiliates, net | | — | | | — | | | — | | | — | | | 66.6 | | | — | | | — | | | 66.6 | |
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Payment on capital lease obligations | | — | | | — | | | — | | | — | | | (7.0 | ) | | — | | | — | | | (7.0 | ) |
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Payments on financing obligations | | — | | | — | | | — | | | — | | | (16.2 | ) | | — | | | — | | | (16.2 | ) |
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Distributions to parent, net | | — | | | — | | | — | | | — | | | (8.9 | ) | | 1.1 | | | — | | | (7.8 | ) |
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Other, net | | — | | | — | | | — | | | — | | | (0.1 | ) | | — | | | — | | | (0.1 | ) |
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Net cash used in financing activities | | — | | | — | | | — | | | — | | | 34.4 | | | 1.1 | | | — | | | 35.5 | |
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Net increase (decrease) in cash and cash equivalents | | — | | | — | | | — | | | — | | | (4.5 | ) | | 0.2 | | | — | | | (4.3 | ) |
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Cash and cash equivalents at beginning of period | | — | | | — | | | — | | | — | | | 4.9 | | | — | | | — | | | 4.9 | |
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Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 0.4 | | | $ | 0.2 | | | $ | — | | | $ | 0.6 | |
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CyrusOne L.P. [Member] | ' |
Condensed Financial Statements, Captions [Line Items] | ' |
Guarantors | ' |
CyrusOne LP |
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 December 31, 2013 and 2012. 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: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
• | 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, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
• | upon the sale or disposition of all or substantially all of the assets of the Guarantor, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
• | upon the LP Co-issuer designating such Guarantor as an unrestricted subsidiary under the terms of the indenture, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
• | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
• | 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 December 31, 2013, CyrusOne TRS Inc. had not incurred any obligations or recorded any material transactions for the period ended December 31, 2013 and January 23, 2013. |
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As of December 31, 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 periods ended December 31, 2013, and January 23, 2013, and the years ended December 31, 2012 and December 31, 2011, 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 prior to the effective date of the IPO, and the financial statements for the period ended December 31, 2013, present the financial information 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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Consolidating Balance Sheets |
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(dollars in millions) | | As of December 31, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Land | | $ | — | | | $ | — | | | $ | 89.3 | | | $ | — | | | $ | — | | | $ | 89.3 | | | | | | | | | |
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Buildings and improvements | | — | | | — | | | 739.6 | | | 44.1 | | | — | | | 783.7 | | | | | | | | | |
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Equipment | | — | | | — | | | 189.4 | | | 0.8 | | | — | | | 190.2 | | | | | | | | | |
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Construction in progress | | — | | | — | | | 57.3 | | | — | | | — | | | 57.3 | | | | | | | | | |
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Subtotal | | — | | | — | | | 1,075.60 | | | 44.9 | | | — | | | 1,120.50 | | | | | | | | | |
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Accumulated depreciation | | — | | | — | | | (232.0 | ) | | (4.7 | ) | | — | | | (236.7 | ) | | | | | | | | |
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Net investment in real estate | | — | | | — | | | 843.6 | | | 40.2 | | | — | | | 883.8 | | | | | | | | | |
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Cash and cash equivalents | | — | | | — | | | 146.8 | | | 2 | | | — | | | 148.8 | | | | | | | | | |
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Investment in subsidiaries | | 795 | | | — | | | 2.1 | | | — | | | (797.1 | ) | | — | | | | | | | | | |
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Rent and other receivables | | — | | | — | | | 40.3 | | | 0.9 | | | — | | | 41.2 | | | | | | | | | |
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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 | | — | | | — | | | 85.9 | | | — | | | — | | | 85.9 | | | | | | | | | |
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Due from affiliates | | — | | | — | | | 0.6 | | | — | | | — | | | 0.6 | | | | | | | | | |
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Other assets | | 14.1 | | | 14.1 | | | 53 | | | 3.2 | | | (14.1 | ) | | 70.3 | | | | | | | | | |
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Total assets | | $ | 1,317.20 | | | $ | 522.3 | | | $ | 1,448.70 | | | $ | 46.3 | | | $ | (1,827.7 | ) | | $ | 1,506.80 | | | | | | | | | |
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Accounts payable and accrued expenses | | $ | 7.8 | | | $ | 4.2 | | | $ | 58.6 | | | $ | 0.4 | | | $ | (4.2 | ) | | $ | 66.8 | | | | | | | | | |
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Deferred revenue | | — | | | — | | | 55.1 | | | 0.8 | | | — | | | 55.9 | | | | | | | | | |
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Intercompany payable | | — | | | — | | | 508.1 | | | 0.2 | | | (508.3 | ) | | — | | | | | | | | | |
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Due to affiliates | | 6.8 | | | — | | | 1.7 | | | — | | | — | | | 8.5 | | | | | | | | | |
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Capital lease obligations | | — | | | — | | | 8.6 | | | 8.1 | | | — | | | 16.7 | | | | | | | | | |
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Long-term debt | | 525 | | | 525 | | | — | | | — | | | (525.0 | ) | | 525 | | | | | | | | | |
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Other financing arrangements | | — | | | — | | | 21.6 | | | 34.7 | | | — | | | 56.3 | | | | | | | | | |
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Total liabilities | | 539.6 | | | 529.2 | | | 653.7 | | | 44.2 | | | (1,037.5 | ) | | 729.2 | | | | | | | | | |
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Partnership capital | | 777.6 | | | (6.9 | ) | | 795 | | | 2.1 | | | (790.2 | ) | | 777.6 | | | | | | | | | |
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Total liabilities and partnership capital | | $ | 1,317.20 | | | $ | 522.3 | | | $ | 1,448.70 | | | $ | 46.3 | | | $ | (1,827.7 | ) | | $ | 1,506.80 | | | | | | | | | |
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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 | | | | | | | | | |
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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 | | 17 | | | 17 | | | 41.6 | | | 0.5 | | | (17.0 | ) | | 59.1 | | | | | | | | | |
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Total assets | | $ | 1,022.40 | | | $ | 525.2 | | | $ | 1,146.30 | | | $ | 40.1 | | | $ | (1,531.0 | ) | | $ | 1,203.00 | | | | | | | | | |
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Accounts payable and accrued expenses | | $ | 4.4 | | | $ | 4.4 | | | $ | 31.7 | | | $ | 0.2 | | | $ | (4.4 | ) | | $ | 36.3 | | | | | | | | | |
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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 | | 529.4 | | | 529.4 | | | 649.1 | | | 39.7 | | | (1,037.6 | ) | | 710 | | | | | | | | | |
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Total parent’s net investment | | 493 | | | (4.2 | ) | | 497.2 | | | 0.4 | | | (493.4 | ) | | 493 | | | | | | | | | |
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Total liabilities and parent’s net investment | | $ | 1,022.40 | | | $ | 525.2 | | | $ | 1,146.30 | | | $ | 40.1 | | | $ | (1,531.0 | ) | | $ | 1,203.00 | | | | | | | | | |
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Consolidating Statements of Operations |
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(dollars in millions) | Period Ended December 31, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | 244.3 | | | $ | 4.1 | | | $ | — | | | $ | 248.4 | | | | | | | | | |
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Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | 85.9 | | | 2.5 | | | — | | | 88.4 | | | | | | | | | |
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Sales and marketing | | — | | | — | | | 9.7 | | | 0.2 | | | — | | | 9.9 | | | | | | | | | |
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General and administrative | | — | | | — | | | 26.3 | | | 0.2 | | | — | | | 26.5 | | | | | | | | | |
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Depreciation and amortization | | — | | | — | | | 87.1 | | | 2.8 | | | — | | | 89.9 | | | | | | | | | |
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Restructuring charges | | — | | | — | | | 1.3 | | | — | | | — | | | 1.3 | | | | | | | | | |
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Transaction costs | | — | | | — | | | 0.7 | | | — | | | — | | | 0.7 | | | | | | | | | |
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Asset Impairment | | — | | | — | | | 2.8 | | | — | | | — | | | 2.8 | | | | | | | | | |
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Total costs and expenses | | — | | | — | | | 213.8 | | | 5.7 | | | — | | | 219.5 | | | | | | | | | |
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Operating income (loss) | | — | | | — | | | 30.5 | | | (1.6 | ) | | — | | | 28.9 | | | | | | | | | |
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Interest expense | | 36.5 | | | 36.5 | | | 1.8 | | | 2.9 | | | (36.5 | ) | | 41.2 | | | | | | | | | |
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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 | | (36.5 | ) | | (36.5 | ) | | 27.5 | | | (4.5 | ) | | 36.5 | | | (13.5 | ) | | | | | | | | |
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Income tax expense | | — | | | — | | | (1.9 | ) | | — | | | — | | | (1.9 | ) | | | | | | | | |
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Equity earnings (loss) related to investment in subsidiaries | | 20.9 | | | — | | | (4.5 | ) | | — | | | (16.4 | ) | | — | | | | | | | | | |
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Income (loss) from continuing operations | | (15.6 | ) | | (36.5 | ) | | 21.1 | | | (4.5 | ) | | 20.1 | | | (15.4 | ) | | | | | | | | |
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Loss on sale of real estate improvements | | — | | | — | | | (0.2 | ) | | — | | | — | | | (0.2 | ) | | | | | | | | |
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Net income (loss) | | $ | (15.6 | ) | | $ | (36.5 | ) | | $ | 20.9 | | | $ | (4.5 | ) | | $ | 20.1 | | | $ | (15.6 | ) | | | | | | | | |
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(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 | | | | | | | | | |
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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 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) | | Year Ended December 31, 2012 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | 219.4 | | | $ | 1.4 | | | $ | — | | | $ | 220.8 | | | | | | | | | |
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Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | — | | | 74.1 | | | 1.9 | | | — | | | 76 | | | | | | | | | |
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Sales and marketing | | — | | | — | | | 9.5 | | | 0.2 | | | — | | | 9.7 | | | | | | | | | |
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General and administrative | | — | | | — | | | 20.6 | | | 0.1 | | | — | | | 20.7 | | | | | | | | | |
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Depreciation and amortization | | — | | | — | | | 71.9 | | | 1.5 | | | — | | | 73.4 | | | | | | | | | |
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Transaction costs | | 5.7 | | | — | | | — | | | — | | | — | | | 5.7 | | | | | | | | | |
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Management fees charged by CBI | | — | | | — | | | 2.5 | | | — | | | — | | | 2.5 | | | | | | | | | |
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Loss on sale of receivables to an affiliate | | — | | | — | | | 3.2 | | | — | | | — | | | 3.2 | | | | | | | | | |
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Asset impairments | | — | | | — | | | 13.3 | | | — | | | — | | | 13.3 | | | | | | | | | |
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Total costs and expenses | | 5.7 | | | — | | | 195.1 | | | 3.7 | | | — | | | 204.5 | | | | | | | | | |
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Operating income (loss) | | (5.7 | ) | | — | | | 24.3 | | | (2.3 | ) | | — | | | 16.3 | | | | | | | | | |
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Interest expense | | 4.2 | | | 4.2 | | | 35 | | | 2.6 | | | (4.2 | ) | | 41.8 | | | | | | | | | |
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Loss before income taxes | | (9.9 | ) | | (4.2 | ) | | (10.7 | ) | | (4.9 | ) | | 4.2 | | | (25.5 | ) | | | | | | | | |
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Income tax benefit | | — | | | — | | | 5.1 | | | — | | | — | | | 5.1 | | | | | | | | | |
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Equity loss related to investment in subsidiaries | | (10.4 | ) | | — | | | (4.9 | ) | | — | | | 15.3 | | | — | | | | | | | | | |
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Loss from continuing operations | | (20.3 | ) | | (4.2 | ) | | (10.5 | ) | | (4.9 | ) | | 19.5 | | | (20.4 | ) | | | | | | | | |
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Gain on sale of real estate improvements | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | | | | | | | | | |
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Net loss | | $ | (20.3 | ) | | $ | (4.2 | ) | | $ | (10.4 | ) | | $ | (4.9 | ) | | $ | 19.5 | | | $ | (20.3 | ) | | | | | | | | |
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(dollars in millions) | | Year Ended December 31, 2011 | | | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | 181.5 | | | $ | 0.2 | | | $ | — | | | $ | 181.7 | | | | | | | | | |
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Costs and expenses: | | | | | | | | | | | | | | | | | | | | | |
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Property operating expenses | | — | | | — | | | 57.9 | | | 0.3 | | | — | | | 58.2 | | | | | | | | | |
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Sales and marketing | | — | | | — | | | 9.1 | | | — | | | — | | | 9.1 | | | | | | | | | |
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General and administrative | | — | | | — | | | 12.4 | | | 0.1 | | | — | | | 12.5 | | | | | | | | | |
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Depreciation and amortization | | — | | | — | | | 55.1 | | | 0.4 | | | — | | | 55.5 | | | | | | | | | |
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Transaction costs | | — | | | — | | | 2.6 | | | — | | | — | | | 2.6 | | | | | | | | | |
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Management fees charged by CBI | | — | | | — | | | 2.3 | | | — | | | — | | | 2.3 | | | | | | | | | |
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Loss on sale of receivables to an affiliate | | — | | | — | | | 3.5 | | | — | | | — | | | 3.5 | | | | | | | | | |
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Total costs and expenses | | — | | | — | | | 142.9 | | | 0.8 | | | — | | | 143.7 | | | | | | | | | |
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Operating income (loss) | | — | | | — | | | 38.6 | | | (0.6 | ) | | — | | | 38 | | | | | | | | | |
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Interest expense | | — | | | — | | | 32.3 | | | 0.6 | | | — | | | 32.9 | | | | | | | | | |
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Loss on extinguishment of debt | | — | | | — | | | 1.4 | | | — | | | — | | | 1.4 | | | | | | | | | |
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Income (loss) before income taxes | | — | | | — | | | 4.9 | | | (1.2 | ) | | — | | | 3.7 | | | | | | | | | |
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Income tax expense | | — | | | — | | | (2.2 | ) | | — | | | — | | | (2.2 | ) | | | | | | | | |
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Equity loss related to investment in subsidiaries | | — | | | — | | | (1.2 | ) | | — | | | 1.2 | | | — | | | | | | | | | |
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Income (loss) from continuing operations | | — | | | — | | | 1.5 | | | (1.2 | ) | | 1.2 | | | 1.5 | | | | | | | | | |
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Net income (loss) | | $ | — | | | $ | — | | | $ | 1.5 | | | $ | (1.2 | ) | | $ | 1.2 | | | $ | 1.5 | | | | | | | | | |
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Consolidating Statements of Cash Flows |
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(dollars in millions) | | Period Ended December 31, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Net (loss) income | | $ | (15.6 | ) | | $ | (36.5 | ) | | $ | 20.9 | | | $ | (4.5 | ) | | $ | 20.1 | | | $ | (15.6 | ) | | | | | | | | |
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Equity earnings (loss) related to investment in subsidiaries | | (20.9 | ) | | — | | | 4.5 | | | — | | | 16.4 | | | — | | | | | | | | | |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities | | (9.4 | ) | | 4.6 | | | 82 | | | 2.8 | | | 25 | | | 105 | | | | | | | | | |
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Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | | | | | | | | | | | | | |
Increase in receivables and other assets | | — | | | — | | | (9.9 | ) | | (3.0 | ) | | (2.8 | ) | | (15.7 | ) | | | | | | | | |
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Increase (decrease) in accounts payable and accrued expenses | | 4.8 | | | (2.3 | ) | | 0.2 | | | 0.3 | | | (17.6 | ) | | (14.6 | ) | | | | | | | | |
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Increase (decrease) in payables to related parties | | 6.8 | | | — | | | 18.4 | | | — | | | (6.8 | ) | | 18.4 | | | | | | | | | |
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Other changes in assets and liabilities | | — | | | — | | | (0.3 | ) | | 0.2 | | | — | | | (0.1 | ) | | | | | | | | |
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Net cash provided by (used in) operating activities | | (34.3 | ) | | (34.2 | ) | | 115.8 | | | (4.2 | ) | | 34.3 | | | 77.4 | | | | | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | (48.0 | ) | | — | | | — | | | (48.0 | ) | | | | | | | | |
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Capital expenditures - other | | — | | | — | | | (172.9 | ) | | — | | | — | | | (172.9 | ) | | | | | | | | |
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Investment in subsidiaries | | (337.1 | ) | | — | | | — | | | — | | | 337.1 | | | — | | | | | | | | | |
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Return of investment | | 66.5 | | | 35.5 | | | — | | | — | | | (102.0 | ) | | — | | | | | | | | | |
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Release of restricted cash | | — | | | — | | | 4.4 | | | — | | | — | | | 4.4 | | | | | | | | | |
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Intercompany advances, net | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | | | |
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Other, net | | — | | | — | | | (0.2 | ) | | — | | | — | | | (0.2 | ) | | | | | | | | |
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Net cash provided by (used in) investing activities | | (270.6 | ) | | 35.5 | | | (216.7 | ) | | — | | | 235.1 | | | (216.7 | ) | | | | | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Issuance of partnership units | | 337.1 | | | — | | | (3.2 | ) | | — | | | — | | | 333.9 | | | | | | | | | |
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Distributions paid | | (31.0 | ) | | — | | | (31.0 | ) | | — | | | 31 | | | (31.0 | ) | | | | | | | | |
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Payments on capital leases | | — | | | — | | | (4.4 | ) | | (0.9 | ) | | — | | | (5.3 | ) | | | | | | | | |
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Other financing arrangements | | — | | | — | | | (0.5 | ) | | (0.2 | ) | | — | | | (0.7 | ) | | | | | | | | |
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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 | | — | | | — | | | 295.4 | | | 6.3 | | | (301.7 | ) | | — | | | | | | | | | |
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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 | | 304.8 | | | (1.3 | ) | | 236.5 | | | 5.2 | | | (269.4 | ) | | 275.8 | | | | | | | | | |
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Net increase (decrease) in cash and cash equivalents | | (0.1 | ) | | — | | | 135.6 | | | 1 | | | — | | | 136.5 | | | | | | | | | |
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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 | | $ | — | | | $ | — | | | $ | 146.8 | | | $ | 2 | | | $ | — | | | $ | 148.8 | | | | | | | | | |
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(dollars in millions) | | Period Ended January 23, 2013 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Net (loss) income | | $ | (20.2 | ) | | (2.3 | ) | | $ | (17.9 | ) | | (0.1 | ) | | $ | 20.3 | | | $ | (20.2 | ) | | | | | | | | |
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Equity loss related to investment in subsidiaries | | 17.9 | | | — | | | 0.1 | | | — | | | (18.0 | ) | | — | | | | | | | | | |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities | | 0.2 | | | 0.2 | | | 5.6 | | | 0.1 | | | (0.2 | ) | | 5.9 | | | | | | | | | |
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Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | | | | | | | | | | | | | |
Increase in receivables and other assets | | — | | | — | | | (9.6 | ) | | — | | | — | | | (9.6 | ) | | | | | | | | |
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(Decrease) increase in accounts payable and accrued expenses | | 2.1 | | | 2.1 | | | 18.6 | | | — | | | (2.3 | ) | | 20.5 | | | | | | | | | |
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Increase (decrease) in payables to related parties | | — | | | — | | | 1.5 | | | — | | | — | | | 1.5 | | | | | | | | | |
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Other changes in assets and liabilities | | — | | | — | | | 3.8 | | | 0.1 | | | — | | | 3.9 | | | | | | | | | |
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Net cash provided by operating activities | | — | | | — | | | 2.1 | | | 0.1 | | | (0.2 | ) | | 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: | | | | | | | | | | | | — | | | | | | | | | |
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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 | | | — | | | (4.2 | ) | | 0.1 | | | (0.2 | ) | | (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 | | | $ | — | | | $ | 11.4 | | | $ | 1 | | | $ | (0.2 | ) | | $ | 12.3 | | | | | | | | | |
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(dollars in millions) | | Year Ended December 31, 2012 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Net (loss) income | | $ | (20.3 | ) | | $ | (4.2 | ) | | $ | (10.4 | ) | | $ | (4.9 | ) | | $ | 19.5 | | | $ | (20.3 | ) | | | | | | | | |
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Equity loss related to investment in subsidiaries | | 10.4 | | | — | | | 4.9 | | | — | | | (15.3 | ) | | — | | | | | | | | | |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities | | 0.2 | | | 0.2 | | | 83.9 | | | 1.5 | | | (0.2 | ) | | 85.6 | | | | | | | | | |
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Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | | | | | | | | | | | | | |
Increase in receivables and other assets | | — | | | — | | | (15.5 | ) | | (0.6 | ) | | — | | | (16.1 | ) | | | | | | | | |
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(Decrease) increase in accounts payable and accrued expenses | | 4.4 | | | 4.4 | | | (5.5 | ) | | (0.3 | ) | | (4.4 | ) | | (1.4 | ) | | | | | | | | |
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Increase (decrease) in payables to related parties | | — | | | — | | | 3.3 | | | 0.5 | | | — | | | 3.8 | | | | | | | | | |
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Net cash provided by operating activities | | (5.3 | ) | | 0.4 | | | 60.7 | | | (3.8 | ) | | (0.4 | ) | | 51.6 | | | | | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | (25.1 | ) | | (0.3 | ) | | — | | | (25.4 | ) | | | | | | | | |
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Capital expenditures - other | | — | | | — | | | (202.9 | ) | | — | | | — | | | (202.9 | ) | | | | | | | | |
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Proceeds from sale of assets | | — | | | — | | | 0.2 | | | — | | | — | | | 0.2 | | | | | | | | | |
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Increase in restricted cash | | — | | | — | | | (11.1 | ) | | — | | | — | | | (11.1 | ) | | | | | | | | |
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Release of restricted cash | | — | | | — | | | 4.8 | | | — | | | — | | | 4.8 | | | | | | | | | |
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Advances to affiliate | | — | | | — | | | (18.3 | ) | | — | | | — | | | (18.3 | ) | | | | | | | | |
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Intercompany advances, net | | (508.2 | ) | | (508.2 | ) | | 508.1 | | | 0.1 | | | 508.2 | | | — | | | | | | | | | |
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Other, net | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | | | | | | | | | |
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Net cash provided by (used in) investing activities | | (508.2 | ) | | (508.2 | ) | | 255.8 | | | (0.2 | ) | | 508.2 | | | (252.6 | ) | | | | | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Borrowings from affiliates, net | | — | | | — | | | 119.8 | | | — | | | — | | | 119.8 | | | | | | | | | |
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Repayment of related party note | | — | | | — | | | (400.0 | ) | | — | | | — | | | (400.0 | ) | | | | | | | | |
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Proceeds from issuance of debt | | 525 | | | 525 | | | — | | | — | | | (525.0 | ) | | 525 | | | | | | | | | |
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Payment on capital lease obligations | | — | | | — | | | (8.4 | ) | | (0.6 | ) | | — | | | (9.0 | ) | | | | | | | | |
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Debt issuance costs | | (17.2 | ) | | (17.2 | ) | | — | | | — | | | 17.2 | | | (17.2 | ) | | | | | | | | |
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Contributions from (distributions to) parent, net | | 5.7 | | | — | | | (12.7 | ) | | 5.3 | | | — | | | (1.7 | ) | | | | | | | | |
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Net cash provided by (used in) financing activities | | 513.5 | | | 507.8 | | | (301.3 | ) | | 4.7 | | | (507.8 | ) | | 216.9 | | | | | | | | | |
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Net increase in cash and cash equivalents | | — | | | — | | | 15.2 | | | 0.7 | | | — | | | 15.9 | | | | | | | | | |
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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 | | $ | — | | | $ | — | | | $ | 15.6 | | | $ | 0.9 | | | $ | — | | | $ | 16.5 | | | | | | | | | |
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(dollars in millions) | | Year Ended December 31, 2011 | | | | | | | | |
| | LP | | Finance | | Guarantors | | Non- | | Eliminations | | Total | | | | | | | | |
Co-issuer | Co-issuer | Guarantors | | | | | | | | |
Net income (loss) | | $ | — | | | $ | — | | | $ | 1.5 | | | $ | (1.2 | ) | | $ | 1.2 | | | $ | 1.5 | | | | | | | | | |
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Equity loss related to investment in subsidiaries | | — | | | — | | | 1.2 | | | — | | | (1.2 | ) | | — | | | | | | | | | |
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Adjustments to reconcile net (loss) income to net cash provided by operating activities | | — | | | — | | | 61.6 | | | 0.4 | | | — | | | 62 | | | | | | | | | |
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Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | | | | | | | | | | | | | |
Increase in receivables and other assets | | — | | | — | | | (2.9 | ) | | (0.4 | ) | | — | | | (3.3 | ) | | | | | | | | |
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(Decrease) increase in accounts payable and accrued expenses | | — | | | — | | | 3.2 | | | 0.3 | | | — | | | 3.5 | | | | | | | | | |
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Increase (decrease) in payables to related parties | | — | | | — | | | 2.3 | | | — | | | — | | | 2.3 | | | | | | | | | |
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Net cash provided by operating activities | | — | | | — | | | 66.9 | | | (0.9 | ) | | — | | | 66 | | | | | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Capital expenditures - acquisitions of real estate | | — | | | — | | | (22.4 | ) | | — | | | — | | | (22.4 | ) | | | | | | | | |
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Advances to affiliate | | — | | | — | | | (95.1 | ) | | — | | | — | | | (95.1 | ) | | | | | | | | |
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Intercompany advances, net | | — | | | — | | | 11.6 | | | — | | | — | | | 11.6 | | | | | | | | | |
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Other, net | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | | | | | | | | | |
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Net cash provided by (used in) investing activities | | — | | | — | | | (105.8 | ) | | — | | | — | | | (105.8 | ) | | | | | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Borrowings from affiliates, net | | — | | | — | | | 66.6 | | | — | | | — | | | 66.6 | | | | | | | | | |
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Payment on capital lease obligations | | — | | | — | | | (7.0 | ) | | — | | | — | | | (7.0 | ) | | | | | | | | |
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Payments on financing obligations | | — | | | — | | | (16.2 | ) | | — | | | — | | | (16.2 | ) | | | | | | | | |
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Distributions to parent, net | | — | | | — | | | (8.9 | ) | | 1.1 | | | — | | | (7.8 | ) | | | | | | | | |
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Other, net | | — | | | — | | | (0.1 | ) | | — | | | — | | | (0.1 | ) | | | | | | | | |
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Net cash provided by (used in) financing activities | | — | | | — | | | 34.4 | | | 1.1 | | | — | | | 35.5 | | | | | | | | | |
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Net increase (decrease) in cash and cash equivalents | | — | | | — | | | (4.5 | ) | | 0.2 | | | — | | | (4.3 | ) | | | | | | | | |
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Cash and cash equivalents at beginning of period | | — | | | — | | | 4.9 | | | — | | | — | | | 4.9 | | | | | | | | | |
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Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | 0.4 | | | $ | 0.2 | | | $ | — | | | $ | 0.6 | | | | | | | | | |
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