Guarantor and Non-Guarantor Supplemental Financial Information | GUARANTOR AND NON-GUARANTOR SUPPLEMENTAL FINANCIAL INFORMATION The 2019 notes, 2020 notes, 2022 private placement notes and 2022 notes were issued by APX. The 2019 notes, 2020 notes, 2022 private placement notes and 2022 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, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 . 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, 2017 (In thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets $ — $ 57,089 $ (979,945 ) $ 8,751 $ 1,056,360 $ 142,255 Property and equipment, net — — 66,387 871 — 67,258 Subscriber acquisition costs, net — — 987,045 77,005 — 1,064,050 Deferred financing costs, net — 3,914 — — — 3,914 Investment in subsidiaries — 1,038,314 — — (1,038,314 ) — Intercompany receivable — — 6,303 — (6,303 ) — Intangible assets, net — — 420,068 30,720 — 450,788 Goodwill — — 809,678 25,813 — 835,491 Long-term investments and other assets — 106 24,226 428 (106 ) 24,654 Total Assets $ — $ 1,099,423 $ 1,333,762 $ 143,588 $ 11,637 $ 2,588,410 Liabilities and Stockholders’ (Deficit) Equity Current liabilities $ — $ (1,083,951 ) $ 216,356 $ 79,295 $ 1,056,360 $ 268,060 Intercompany payable — — — 6,303 (6,303 ) — Notes payable and revolving credit facility, net of current portion — 2,510,210 — — — 2,510,210 Capital lease obligations, net of current portion — — 5,507 532 — 6,039 Deferred revenue, net of current portion — — 68,556 5,159 — 73,715 Other long-term obligations — — 49,945 — — 49,945 Accumulated losses of investee 326,836 (326,836 ) — Deferred income tax liability — — 106 7,277 (106 ) 7,277 Total (deficit) equity (326,836 ) (326,836 ) 993,292 45,022 (711,478 ) (326,836 ) Total liabilities and stockholders’ (deficit) equity $ — $ 1,099,423 $ 1,333,762 $ 143,588 $ 11,637 $ 2,588,410 Supplemental Condensed Consolidating Balance Sheet December 31, 2016 (In thousands) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets $ — $ 25,136 $ 143,954 $ 3,730 $ (67,799 ) $ 105,021 Property and equipment, net — — 62,781 845 — 63,626 Subscriber acquisition costs, net — — 974,975 77,459 — 1,052,434 Deferred financing costs, net — 4,420 — — — 4,420 Investment in subsidiaries — 2,228,903 — — (2,228,903 ) — Intercompany receivable — — 9,492 — (9,492 ) — Intangible assets, net — — 443,189 32,203 — 475,392 Goodwill — — 809,678 25,555 — 835,233 Long-term investments and other assets — 106 11,523 13 (106 ) 11,536 Total Assets $ — $ 2,258,565 $ 2,455,592 $ 139,805 $ (2,306,300 ) $ 2,547,662 Liabilities and Stockholders’ (Deficit) Equity Current liabilities $ — $ 17,047 $ 160,956 $ 74,987 $ (67,799 ) $ 185,191 Intercompany payable — — — 9,492 (9,492 ) — Notes payable and revolving credit facility, net of current portion — 2,486,700 — — — 2,486,700 Capital lease obligations, net of current portion — — 7,368 567 — 7,935 Deferred revenue, net of current portion — — 53,991 4,743 — 58,734 Accumulated Losses of Investee 245,182 (245,182 ) — Other long-term obligations — — 47,080 — — 47,080 Deferred income tax liability — — 106 7,204 (106 ) 7,204 Total (deficit) equity (245,182 ) (245,182 ) 2,186,091 42,812 (1,983,721 ) (245,182 ) Total liabilities and stockholders’ (deficit) equity $ — $ 2,258,565 $ 2,455,592 $ 139,805 $ (2,306,300 ) $ 2,547,662 Supplemental Condensed Consolidating Statements of Operations and Comprehensive Loss For the Three Months Ended March 31, 2017 (In thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ — $ 193,968 $ 12,060 $ (675 ) $ 205,353 Costs and expenses — — 212,741 9,814 (675 ) 221,880 Loss from operations — — (18,773 ) 2,246 — (16,527 ) Loss from subsidiaries (82,636 ) (17,209 ) — — 99,845 — Other expense (income), net — 65,427 938 (675 ) — 65,690 Loss before income tax expenses (82,636 ) (82,636 ) (19,711 ) 2,921 99,845 (82,217 ) Income tax (benefit) expense — — (362 ) 781 — 419 Net (loss) income $ (82,636 ) $ (82,636 ) $ (19,349 ) $ 2,140 $ 99,845 $ (82,636 ) Other comprehensive (loss) income, net of tax effects: Net (loss) income $ (82,636 ) $ (82,636 ) $ (19,349 ) $ 2,140 $ 99,845 $ (82,636 ) Foreign currency translation adjustment — 412 — 411 (411 ) 412 Unrealized gain on marketable securities — 143 143 — (143 ) 143 Total other comprehensive income — 555 143 411 (554 ) 555 Comprehensive (loss) income $ (82,636 ) $ (82,081 ) $ (19,206 ) $ 2,551 $ 99,291 $ (82,081 ) Supplemental Condensed Consolidating Statements of Operations and Comprehensive Loss For the Three Months Ended March 31, 2016 (In thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ — $ 165,941 $ 8,987 $ (675 ) $ 174,253 Costs and expenses — — 170,289 8,314 (675 ) 177,928 Loss from operations — — (4,348 ) 673 — (3,675 ) Loss from subsidiaries (45,093 ) (45 ) — — 45,138 — Other expense, net — 45,048 (1,664 ) (3,086 ) — 40,298 Loss before income tax expenses (45,093 ) (45,093 ) (2,684 ) 3,759 45,138 (43,973 ) Income tax expense (benefit) — — 64 1,056 — 1,120 Net (loss) income $ (45,093 ) $ (45,093 ) $ (2,748 ) $ 2,703 $ 45,138 $ (45,093 ) Other comprehensive loss, net of tax effects: — Net (loss) income $ (45,093 ) $ (45,093 ) $ (2,748 ) $ 2,703 $ 45,138 $ (45,093 ) Foreign currency translation adjustment — 2,761 — 2,761 (2,761 ) 2,761 Total other comprehensive (loss) income — 2,761 — 2,761 (2,761 ) 2,761 Comprehensive (loss) income $ (45,093 ) $ (42,332 ) $ (2,748 ) $ 5,464 $ 42,377 $ (42,332 ) Supplemental Condensed Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2017 (In thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ — $ — $ (9,747 ) $ 3,594 $ — $ (6,153 ) Cash flows from investing activities: Capital expenditures — — (7,526 ) — — (7,526 ) Proceeds from sale of assets — — 239 — — 239 Investment in subsidiary — 5,202 — — (5,202 ) — Acquisition of intangible assets — — (623 ) — — (623 ) Acquisition of other assets — — (126 ) — — (126 ) Net cash provided by (used in) investing activities — 5,202 (8,036 ) — (5,202 ) (8,036 ) Cash flows from financing activities: Proceeds from notes payable — 324,750 — — — 324,750 Repayment on notes payable — (300,000 ) — — — (300,000 ) Intercompany receivable — — 3,189 — (3,189 ) — Intercompany payable — — (5,202 ) (3,189 ) 8,391 — Repayments of capital lease obligations — — (2,275 ) (86 ) — (2,361 ) Financing costs — (8,951 ) — — — (8,951 ) Deferred financing costs — (5,537 ) — — — (5,537 ) Net cash provided by (used in) financing activities — 10,262 (4,288 ) (3,275 ) 5,202 7,901 Effect of exchange rate changes on cash — — — (7 ) — (7 ) Net increase (decrease) in cash and cash equivalents — 15,464 (22,071 ) 312 — (6,295 ) Cash and cash equivalents: Beginning of period — 24,680 18,186 654 — 43,520 End of period $ — $ 40,144 $ (3,885 ) $ 966 $ — $ 37,225 Supplemental Condensed Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2016 (In thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ — $ (196 ) $ (15,268 ) $ 2,959 $ — $ (12,505 ) Cash flows from investing activities: Subscriber acquisition costs – company owned equipment — — (63 ) — — (63 ) Capital expenditures — — (3,070 ) — — (3,070 ) Investment in subsidiary — (14,615 ) — — 14,615 — Acquisition of intangible assets — — (235 ) — — (235 ) Proceeds from sale of assets — — 926 — — 926 Net cash used in investing activities — (14,615 ) (2,442 ) — 14,615 (2,442 ) Cash flows from financing activities: Borrowings from revolving credit facility — 21,000 — — — 21,000 Repayments on revolving credit facility — (5,000 ) — — — (5,000 ) Intercompany receivable — — 3,667 — (3,667 ) — Intercompany payable — — 14,615 (3,667 ) (10,948 ) — Repayments of capital lease obligations — — (1,974 ) — — (1,974 ) Net cash provided by (used in) financing activities — 16,000 16,308 (3,667 ) (14,615 ) 14,026 Effect of exchange rate changes on cash — — — (1,126 ) — (1,126 ) Net increase (decrease) in cash and cash equivalents — 1,189 (1,402 ) (1,834 ) — (2,047 ) Cash and cash equivalents: Beginning of period — 2,299 (1,941 ) 2,201 — 2,559 End of period $ — $ 3,488 $ (3,343 ) $ 367 $ — $ 512 |