Guarantor and Non-Guarantor Supplemental Financial Information | Guarantor and Non-Guarantor Supplemental Financial Information The Notes were issued by APX and 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 June 30, 2019 and December 31, 2018 and for the three and six months ended June 30, 2019 and 2018 . 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 June 30, 2019 (in thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets $ — $ 2,713 $ 408,215 $ 135,703 $ (315,770 ) $ 230,861 Property, plant and equipment, net — — 61,215 385 — 61,600 Capitalized contract costs, net — — 1,101,598 69,089 — 1,170,687 Deferred financing costs, net — 1,572 — — — 1,572 Investment in subsidiaries — 1,595,121 — — (1,595,121 ) — Intercompany receivable — — 6,303 — (6,303 ) — Intangible assets, net — — 201,538 16,240 — 217,778 Goodwill — — 810,129 26,160 — 836,289 Operating lease right-of-use assets — — 71,345 212 — 71,557 Long-term notes receivables and other assets — 106 101,695 20,936 (106 ) 122,631 Total Assets $ — $ 1,599,512 $ 2,762,038 $ 268,725 $ (1,917,300 ) $ 2,712,975 Liabilities and Stockholders’ (Deficit) Equity Current liabilities $ — $ 33,866 $ 662,048 $ 209,672 $ (315,770 ) $ 589,816 Intercompany payable — — — 6,303 (6,303 ) — Notes payable and revolving credit facility, net of current portion — 3,164,749 — — — 3,164,749 Finance lease obligations, net of current portion — — 3,397 — — 3,397 Deferred revenue, net of current portion — — 363,958 19,308 — 383,266 Operating lease liabilities — — 69,894 81 — 69,975 Other long-term obligations — — 98,859 877 — 99,736 Accumulated losses of investee, net 1,599,103 (1,599,103 ) — Deferred income tax liability — — 106 1,139 (106 ) 1,139 Total (deficit) equity (1,599,103 ) (1,599,103 ) 1,563,776 31,345 3,982 (1,599,103 ) Total liabilities and stockholders’ (deficit) equity $ — $ 1,599,512 $ 2,762,038 $ 268,725 $ (1,917,300 ) $ 2,712,975 Supplemental Condensed Consolidating Balance Sheet December 31, 2018 (in thousands) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets $ — $ 12,951 $ 269,770 $ 103,451 $ (262,674 ) $ 123,498 Property, plant and equipment, net — — 72,937 464 — 73,401 Capitalized contract costs, net — — 1,047,532 68,243 — 1,115,775 Deferred financing costs, net — 2,058 — — — 2,058 Investment in subsidiaries — 1,662,367 — — (1,662,367 ) — Intercompany receivable — — 6,303 — (6,303 ) — Intangible assets, net — — 236,677 18,408 — 255,085 Goodwill — — 809,678 25,177 — 834,855 Long-term notes receivables and other assets — 106 102,695 17,124 (106 ) 119,819 Total Assets $ — $ 1,677,482 $ 2,545,592 $ 232,867 $ (1,931,450 ) $ 2,524,491 Liabilities and Stockholders’ (Deficit) Equity Current liabilities $ — $ 36,988 $ 507,063 $ 182,159 $ (262,674 ) $ 463,536 Intercompany payable — — — 6,303 (6,303 ) — Notes payable and revolving credit facility, net of current portion — 3,037,095 — — — 3,037,095 Capital lease obligations, net of current portion — — 5,570 1 — 5,571 Deferred revenue, net of current portion — — 306,653 16,932 — 323,585 Accumulated Losses of Investee, net 1,396,601 (1,396,601 ) — Other long-term obligations — — 90,209 — — 90,209 Deferred income tax liability — — 106 1,096 (106 ) 1,096 Total (deficit) equity (1,396,601 ) (1,396,601 ) 1,635,991 26,376 (265,766 ) (1,396,601 ) Total liabilities and stockholders’ (deficit) equity $ — $ 1,677,482 $ 2,545,592 $ 232,867 $ (1,931,450 ) $ 2,524,491 Supplemental Condensed Consolidating Statements of Operations and Comprehensive Loss For the Three Months Ended June 30, 2019 (in thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ — $ 268,055 $ 13,590 $ (592 ) $ 281,053 Costs and expenses — — 319,266 13,208 (592 ) 331,882 (Loss) income from operations — — (51,211 ) 382 — (50,829 ) Loss from subsidiaries (115,896 ) (49,954 ) — — 165,850 — Other expense (income), net — 65,942 807 (1,130 ) — 65,619 (Loss) income before income tax expenses (115,896 ) (115,896 ) (52,018 ) 1,512 165,850 (116,448 ) Income tax benefit — — (288 ) (264 ) — (552 ) Net (loss) income (115,896 ) (115,896 ) (51,730 ) 1,776 165,850 (115,896 ) Other comprehensive loss, net of tax effects: Net (loss) income (115,896 ) (115,896 ) (51,730 ) 1,776 165,850 (115,896 ) Other comprehensive income from subsidiaries 504 504 — — (1,008 ) — Foreign currency translation adjustment — — — 504 — 504 Total other comprehensive income 504 504 — 504 (1,008 ) 504 Comprehensive (loss) income $ (115,392 ) $ (115,392 ) $ (51,730 ) $ 2,280 $ 164,842 $ (115,392 ) Supplemental Condensed Consolidating Statements of Operations and Comprehensive Loss For the Three Months Ended June 30, 2018 (in thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ — $ 244,000 $ 11,613 $ (646 ) $ 254,967 Costs and expenses — — 321,835 14,011 (646 ) 335,200 Loss from operations — — (77,835 ) (2,398 ) — (80,233 ) Loss from subsidiaries (144,385 ) (84,923 ) — — 229,308 — Other expense, net — 59,462 4,006 1,590 — 65,058 Loss before income tax expenses (144,385 ) (144,385 ) (81,841 ) (3,988 ) 229,308 (145,291 ) Income tax benefit — — (70 ) (836 ) — (906 ) Net loss (144,385 ) (144,385 ) (81,771 ) (3,152 ) 229,308 (144,385 ) Other comprehensive loss, net of tax effects: Net loss (144,385 ) (144,385 ) (81,771 ) (3,152 ) 229,308 (144,385 ) Other comprehensive loss from subsidiaries (417 ) (417 ) — — 834 — Foreign currency translation adjustment — — — (417 ) — (417 ) Total other comprehensive loss (417 ) (417 ) — (417 ) 834 (417 ) Comprehensive loss $ (144,802 ) $ (144,802 ) $ (81,771 ) $ (3,569 ) $ 230,142 $ (144,802 ) Supplemental Condensed Consolidating Statements of Operations and Comprehensive Loss For the Six Months Ended June 30, 2019 (in thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ — $ 531,594 $ 26,502 $ (794 ) $ 557,302 Costs and expenses — — 610,775 26,128 (794 ) 636,109 (Loss) income from operations — — (79,181 ) 374 — (78,807 ) Loss from subsidiaries (205,052 ) (75,935 ) — — 280,987 — Other expense (income), net — 129,117 755 (2,774 ) — 127,098 (Loss) income before income tax expenses (205,052 ) (205,052 ) (79,936 ) 3,148 280,987 (205,905 ) Income tax benefit — — (106 ) (747 ) — (853 ) Net (loss) income (205,052 ) (205,052 ) (79,830 ) 3,895 280,987 (205,052 ) Other comprehensive loss, net of tax effects: Net (loss) income (205,052 ) (205,052 ) (79,830 ) 3,895 280,987 (205,052 ) Other comprehensive income from subsidiaries 1,074 1,074 — — (2,148 ) — Foreign currency translation adjustment — — — 1,074 — 1,074 Total other comprehensive income 1,074 1,074 — 1,074 (2,148 ) 1,074 Comprehensive (loss) income $ (203,978 ) $ (203,978 ) $ (79,830 ) $ 4,969 $ 278,839 $ (203,978 ) Supplemental Condensed Consolidating Statements of Operations and Comprehensive Loss For the Six Months Ended June 30, 2018 (in thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ — $ 477,788 $ 25,078 $ (1,302 ) $ 501,564 Costs and expenses — — 627,056 27,674 (1,302 ) 653,428 Loss from operations — — (149,268 ) (2,596 ) — (151,864 ) Loss from subsidiaries (229,102 ) (111,243 ) — — 340,345 — Other expense (income), net — 117,859 (42,964 ) 3,682 — 78,577 Loss before income tax expenses (229,102 ) (229,102 ) (106,304 ) (6,278 ) 340,345 (230,441 ) Income tax expense (benefit) — — 102 (1,441 ) — (1,339 ) Net loss (229,102 ) (229,102 ) (106,406 ) (4,837 ) 340,345 (229,102 ) Other comprehensive loss, net of tax effects: Net loss (229,102 ) (229,102 ) (106,406 ) (4,837 ) 340,345 (229,102 ) Other comprehensive loss from subsidiaries (1,076 ) (1,076 ) — — 2,152 — Foreign currency translation adjustment — — — (1,076 ) — (1,076 ) Total other comprehensive income — — — (1,076 ) — (1,076 ) Comprehensive loss $ (229,102 ) $ (229,102 ) $ (106,406 ) $ (5,913 ) $ 340,345 $ (230,178 ) Supplemental Condensed Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2019 (in thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash used in operating activities $ — $ — $ (130,577 ) $ (413 ) $ — $ (130,990 ) Cash flows from investing activities: Capital expenditures — — (4,653 ) — — (4,653 ) Proceeds from sale of capital assets — — 19 — — 19 Proceeds from sales of equity securities — — 5,430 — — 5,430 Investment in subsidiary (441 ) (135,039 ) — — 135,480 — Acquisition of intangible assets — — (668 ) — — (668 ) Net cash (used in) provided by investing activities (441 ) (135,039 ) 128 — 135,480 128 Cash flows from financing activities: Proceeds from notes payable — 225,000 — — — 225,000 Repayment on notes payable — (229,050 ) — — — (229,050 ) Borrowings from revolving credit facility — 160,000 — — — 160,000 Repayments on revolving credit facility — (26,000 ) — — — (26,000 ) Proceeds from capital contribution — — 134,598 — (134,598 ) — Repayments of finance lease obligations — — (4,119 ) (144 ) — (4,263 ) Deferred financing costs — (4,036 ) — — — (4,036 ) Return of capital 441 441 (441 ) — (882 ) (441 ) Net cash provided by (used in) financing activities 441 126,355 130,038 (144 ) (135,480 ) 121,210 Effect of exchange rate changes on cash — — — 12 — 12 Net decrease in cash and cash equivalents — (8,684 ) (411 ) (545 ) — (9,640 ) Cash and cash equivalents: Beginning of period — 11,130 682 961 — 12,773 End of period $ — $ 2,446 $ 271 $ 416 $ — $ 3,133 Supplemental Condensed Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2018 (in thousands) (unaudited) Parent APX Group, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash used in operating activities $ — $ — $ (130,919 ) $ (70 ) $ — $ (130,989 ) Cash flows from investing activities: Capital expenditures — — (12,193 ) — — (12,193 ) Investment in subsidiary 2,049 (98,251 ) — — 96,202 — Acquisition of intangible assets — — (1,022 ) — — (1,022 ) Proceeds from sale of intangibles — — 53,693 — — 53,693 Proceeds from sale of capital assets — — 225 — — 225 Net cash provided by (used in) investing activities 2,049 (98,251 ) 40,703 — 96,202 40,703 Cash flows from financing activities: Borrowings from revolving credit facility — 179,000 — — — 179,000 Repayments on revolving credit facility — (79,000 ) — — — (79,000 ) Proceeds from capital contributions — — 100,300 — (100,300 ) — Repayments of capital lease obligations — — (6,768 ) (187 ) — (6,955 ) Return of capital (2,049 ) (2,049 ) (2,049 ) — 4,098 (2,049 ) Net cash (used in) provided by financing activities (2,049 ) 97,951 91,483 (187 ) (96,202 ) 90,996 Effect of exchange rate changes on cash — — — (62 ) — (62 ) Net (decrease) increase in cash and cash equivalents — (300 ) 1,267 (319 ) — 648 Cash and cash equivalents: Beginning of period — 3,661 (572 ) 783 — 3,872 End of period $ — $ 3,361 $ 695 $ 464 $ — $ 4,520 |