Guarantor and Non-Guarantor Supplemental Financial Information | NOTE 15 – GUARANTOR AND NON-GUARANTOR SUPPLEMENTAL FINANCIAL INFORMATION The 2019 notes and the 2020 notes were issued by APX. The 2019 notes and the 2020 notes are fully and unconditionally guaranteed, jointly and severally by Holdings and each of APX’s existing and future material wholly-owned U.S. restricted subsidiaries. APX’s existing and future foreign subsidiaries are not expected to guarantee the notes. Presented below is the condensed consolidating financial information of APX, subsidiaries of APX that are guarantors (the “Guarantor Subsidiaries”), and APX’s subsidiaries that are not guarantors (the “Non-Guarantor Subsidiaries”) as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014. The unaudited condensed consolidating financial information reflects the investments of APX in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries using the equity method of accounting. Supplemental Condensed Consolidating Balance Sheet March 31, 2015 (In thousands) (unaudited) Parent APX Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets $ — $ 7,671 $ 134,740 $ 14,408 $ (38,964 ) $ 117,855 Property and equipment, net — — 70,970 426 — 71,396 Subscriber acquisition costs, net — — 519,289 43,603 — 562,892 Deferred financing costs, net — 53,830 — — — 53,830 Investment in subsidiaries 166,651 2,047,772 — — (2,214,423 ) — Intercompany receivable — — 36,125 — (36,125 ) — Intangible assets, net — — 614,864 50,192 — 665,056 Goodwill — — 811,947 27,021 — 838,968 Long-term investments and other assets — 184 10,452 14 (184 ) 10,466 Total Assets $ 166,651 $ 2,109,457 $ 2,198,387 $ 135,664 $ (2,289,696 ) $ 2,320,463 Liabilities and Stockholders’ Equity Current liabilities $ — $ 47,419 $ 147,519 $ 43,177 $ (38,964 ) $ 199,151 Intercompany payable — — — 36,125 (36,125 ) — Notes payable and revolving line of credit, net of current portion — 1,895,387 — — — 1,895,387 Capital lease obligations, net of current portion — — 10,228 8 — 10,236 Deferred revenue, net of current portion — — 30,225 2,854 — 33,079 Other long-term obligations — — 7,314 402 — 7,716 Deferred income tax liability — — 106 8,321 (184 ) 8,243 Total equity 166,651 166,651 2,002,995 44,777 (2,214,423 ) 166,651 Total liabilities and stockholders’ equity $ 166,651 $ 2,109,457 $ 2,198,387 $ 135,664 $ (2,289,696 ) $ 2,320,463 Supplemental Condensed Consolidating Balance Sheet December 31, 2014 (In thousands) (unaudited) Parent APX Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets $ — $ 9,435 $ 109,996 $ 6,626 $ (40,686 ) $ 85,371 Property and equipment, net — — 62,271 519 — 62,790 Subscriber acquisition costs, net — — 500,916 47,157 — 548,073 Deferred financing costs, net — 52,158 — — — 52,158 Investment in subsidiaries 224,486 2,057,857 — — (2,282,343 ) — Intercompany receivable — — 34,000 — (34,000 ) — Intangible assets, net — — 645,558 57,668 — 703,226 Goodwill — — 811,947 29,575 — 841,522 Long-term investments and other assets — 184 10,502 31 (184 ) 10,533 Total Assets $ 224,486 $ 2,119,634 $ 2,175,190 $ 141,576 $ (2,357,213 ) $ 2,303,673 Liabilities and Stockholders’ Equity Current liabilities $ — $ 11,993 $ 119,285 $ 46,348 $ (40,686 ) $ 136,940 Intercompany payable — — — 34,000 (34,000 ) — Notes payable and revolving line of credit, net of current portion — 1,883,155 — — — 1,883,155 Capital lease obligations, net of current portion — — 10,646 9 — 10,655 Deferred revenue, net of current portion — — 29,438 3,066 — 32,504 Other long-term obligations — — 6,497 409 — 6,906 Deferred income tax liability — — 107 9,104 (184 ) 9,027 Total equity 224,486 224,486 2,009,217 48,640 (2,282,343 ) 224,486 Total liabilities and stockholders’ equity $ 224,486 $ 2,119,634 $ 2,175,190 $ 141,576 $ (2,357,213 ) $ 2,303,673 Supplemental Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income For the Three Months Ended March 31, 2015 (In thousands) (unaudited) Parent APX Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ — $ 144,737 $ 8,230 $ (770 ) $ 152,197 Costs and expenses — — 154,900 7,766 (770 ) 161,896 (Loss) income from operations — — (10,163 ) 464 — (9,699 ) Loss from subsidiaries (48,046 ) (10,092 ) — — 58,138 — Other expense (income), net — 37,954 247 16 — 38,217 (Loss) income before income tax expenses (48,046 ) (48,046 ) (10,410 ) 448 58,138 (47,916 ) Income tax expense — — 40 90 — 130 Net (loss) income $ (48,046 ) $ (48,046 ) $ (10,450 ) $ 358 $ 58,138 $ (48,046 ) Other comprehensive (loss) income, net of tax effects: Net (loss) income $ (48,046 ) $ (48,046 ) $ (10,450 ) $ 358 $ 58,138 $ (48,046 ) Foreign currency translation adjustment — (10,578 ) (6,336 ) (4,242 ) 10,578 (10,578 ) Total other comprehensive loss — (10,578 ) (6,336 ) (4,242 ) 10,578 (10,578 ) Comprehensive loss $ (48,046 ) $ (58,624 ) $ (16,786 ) $ (3,884 ) $ 68,716 $ (58,624 ) Supplemental Condensed Consolidating Statements of Operations and Comprehensive Loss For the Three Months Ended March 31, 2014 (In thousands) (unaudited) Parent APX Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ — $ 122,342 $ 8,606 $ (794 ) $ 130,154 Costs and expenses — — 135,310 7,867 (794 ) 142,383 (Loss) income from operations — — (12,968 ) 739 — (12,229 ) Loss from subsidiaries (47,280 ) (12,013 ) — — 59,293 — Other expense (incomes), net — 35,267 (510 ) 86 — 34,843 (Loss) income before income tax expenses (47,280 ) (47,280 ) (12,458 ) 653 59,293 (47,072 ) Income tax expense — — 26 182 — 208 Net (loss) income $ (47,280 ) $ (47,280 ) $ (12,484 ) $ 471 $ 59,293 $ (47,280 ) Other comprehensive (loss) income, net of tax effects: Net (loss) income $ (47,280 ) $ (47,280 ) $ (12,484 ) $ 471 $ 59,293 $ (47,280 ) Foreign currency translation adjustment — (4,571 ) (2,424 ) (2,148 ) 4,571 (4,572 ) Total other comprehensive loss — (4,571 ) (2,424 ) (2,148 ) 4,571 (4,572 ) Comprehensive loss $ (47,280 ) $ (51,851 ) $ (14,908 ) $ (1,677 ) $ 63,864 $ (51,852 ) Supplemental Condensed Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2015 (In thousands) (unaudited) Parent APX Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities (restated) $ — $ (268 ) $ 9,884 $ 6,716 $ — $ 16,332 Cash flows from investing activities: Subscriber acquisition costs – company owned equipment (restated) — — (6,815 ) (31 ) — (6,846 ) Capital expenditures (restated) — — (10,002 ) — — (10,002 ) Proceeds from sale of assets — — 188 — — 188 Investment in subsidiary — (9,869 ) — — 9,869 — Acquisition of intangible assets — — (736 ) — — (736 ) Proceeds from insurance claims — — 2,984 — — 2,984 Acquisition of other assets — — (81 ) 14 — (67 ) Net cash used in investing activities (restated) — (9,869 ) (14,462 ) (17 ) 9,869 (14,479 ) Cash flows from financing activities: Borrowings from revolving line of credit — 22,500 — — — 22,500 Repayments on revolving line of credit — (10,000 ) — — — (10,000 ) Intercompany receivable — — (2,125 ) — 2,125 — Intercompany payable — — 9,869 2,125 (11,994 ) — Repayments of capital lease obligations — — (2,279 ) (1 ) — (2,280 ) Deferred financing costs — (4,233 ) — — — (4,233 ) Net cash provided by financing activities — 8,267 5,465 2,124 (9,869 ) 5,987 Effect of exchange rate changes on cash — — — (601 ) — (601 ) Net (decrease) increase in cash — (1,870 ) 887 8,222 — 7,239 Cash: Beginning of period — 9,432 (2,233 ) 3,608 — 10,807 End of period $ — $ 7,562 $ (1,346 ) $ 11,830 $ — $ 18,046 Supplemental Condensed Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2014 (In thousands) (unaudited) Parent APX Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities (restated) $ — $ (207 ) $ (15,432 ) $ 4,614 $ (207 ) $ (11,232 ) Cash flows from investing activities: Subscriber acquisition costs – company owned equipment (restated) — — (1,340 ) — — (1,340 ) Capital expenditures (restated) — — (6,439 ) (58 ) — (6,497 ) Investment in subsidiary — (32,984 ) — — 32,984 — Acquisition of intangible assets — — (2,240 ) — — (2,240 ) Net cash used in acquisition — — (3,500 ) — — (3,500 ) Change in restricted cash — — 161 — — 161 Investment in marketable securities — (60,000 ) — — — (60,000 ) Investment in convertible note — — (3,000 ) — — (3,000 ) Net cash used in investing activities (restated) — (92,984 ) (16,358 ) (58 ) 32,984 (76,416 ) Cash flows from financing activities: Proceeds from issuance of notes — — (207 ) — 207 — Intercompany receivable — — (2,640 ) — 2,640 — Intercompany payable — — 32,984 2,640 (35,624 ) — Proceeds from contract sales — — 2,261 — — 2,261 Repayments of capital lease obligations — — (1,971 ) — — (1,971 ) Deferred financing costs — (311 ) — — — (311 ) Net cash (used in) provided by financing activities — (311 ) 30,427 2,640 (32,777 ) (21 ) Effect of exchange rate changes on cash — — — (174 ) — (174 ) Net (decrease) increase in cash — (93,502 ) (1,363 ) 7,022 — (87,843 ) Cash: Beginning of period — 248,908 8,291 4,706 — 261,905 End of period $ — $ 155,406 $ 6,928 $ 11,728 $ — $ 174,062 |