Supplemental Guarantor Information | Note 14. Supplemental Guarantor Information In connection with the issuance of our 6.00% Senior Secured Notes due 2023, 8.25% Senior Unsecured Notes due 2023 and Term Loan B Facility due 2022, the Guarantors provided guarantees of that indebtedness. These guarantees are full and unconditional as well as joint and several. All property assets and related operations of the Guarantors are pledged as collateral under these obligations and the Guarantors are subject to restrictions on certain investments and payments. Subject to the terms and provisions of the debt agreements, in certain circumstances, a Guarantor may be released from its guarantee obligation including, upon the sale or transfer of any portion of its equity interest or all or substantially all its property, and upon any Guarantor being designated an Unrestricted Subsidiary, as defined in the Credit Agreement, or otherwise no longer being required to remain a Guarantor given its size or regulatory restrictions. The following information summarizes our Condensed Consolidating Balance Sheet as of September 30, 2015, Condensed Consolidating Statements of Comprehensive Income for the three months ended September 30, 2015 and for the period from April 24, 2015 to September 30, 2015, and the Condensed Consolidating Statement of Cash Flows for the period April 24, 2015 to September 30, 2015: Condensed Consolidating Balance Sheet As of September 30, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Real estate investments, net of accumulated depreciation $ - $ - $ 1,854,241 $ 534,844 $ - $ 2,389,085 Cash and cash equivalents 17 - 208,776 1,205 - 209,998 Accounts receivable, net - - - 1,651 - 1,651 Affiliate receivable - - 68,732 77 (68,809 ) - Customer list intangible assets, net - - - 11,494 - 11,494 Straight-line rent receivable - - 7,497 - - 7,497 Investment in consolidated subsidiaries 2,638,353 2,638,353 - - (5,276,706 ) - Other assets - - 2,570 484 - 3,054 Total Assets $ 2,638,370 $ 2,638,353 $ 2,141,816 $ 549,755 $ (5,345,515 ) $ 2,622,779 Liabilities and Shareholders' Deficit: Accounts payable, accrued expenses and other liabilities $ 50,445 $ 50,445 $ 29,479 $ 17,487 $ (50,445 ) $ 97,411 Derivative liability $ 13,993 $ 13,993 $ (13,993 ) $ 13,993 Affiliate payable 68,809 - - - (68,809 ) - Dividends payable 90,404 - - - - 90,404 Deferred income taxes - - 1,825 4,427 - 6,252 Notes and other debt 3,506,905 3,506,905 - - (3,506,905 ) 3,506,905 Total liabilities 3,730,556 3,571,343 31,304 21,914 (3,640,152 ) 3,714,965 Common Stock 15 - - - - 15 Additional paid-in capital 601 - - - - 601 Accumulated other comprehensive income (13,993 ) (13,993 ) - - 13,993 (13,993 ) Distributions in excess of earnings (1,078,809 ) (918,997 ) 2,110,512 527,841 (1,719,356 ) (1,078,809 ) Total shareholders' deficit (1,092,186 ) (932,990 ) 2,110,512 527,841 (1,705,363 ) (1,092,186 ) Total Liabilities and Shareholders' Deficit $ 2,638,370 $ 2,638,353 $ 2,141,816 $ 549,755 $ (5,345,515 ) $ 2,622,779 Condensed Consolidating Statement of Comprehensive Income For the Three Months Ended September 30, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Rental revenues $ - $ - $ 166,914 $ 45 $ - $ 166,959 Consumer CLEC - - - 6,675 - 6,675 Total revenues - - 166,914 6,720 - 173,634 Costs and Expenses: Interest expense 66,511 66,511 - - (66,511 ) 66,511 Depreciation and amortization - - 63,257 24,014 - 87,271 General and administrative expense 779 - 3,450 - - 4,229 CLEC operating expense - - - 5,148 - 5,148 Acquisition and transaction related costs - - 804 - - 804 Total costs and expenses 67,290 66,511 67,511 29,162 (66,511 ) 163,963 Earnings (losses) from consolidated subsidiaries 10,182 76,693 - - (86,875 ) - (Loss) Income before income taxes (57,108 ) 10,182 99,403 (22,442 ) (20,364 ) 9,671 Income tax expense - - 101 167 - 268 Net (loss) income $ (57,108 ) $ 10,182 $ 99,302 $ (22,609 ) $ (20,364 ) $ 9,403 Comprehensive (loss) income $ (99,652 ) $ (32,362 ) $ 99,302 $ (22,609 ) $ 22,180 $ (33,141 ) Condensed Consolidating Statement of Comprehensive Income For the Period from April 24 - September 30, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Rental revenues $ - $ - $ 291,086 $ 45 $ - $ 291,131 Consumer CLEC - - - 11,251 - 11,251 Total revenues - - 291,086 11,296 - 302,382 Costs and Expenses: Interest expense 115,307 115,307 - - (115,307 ) 115,307 Depreciation and amortization - - 110,001 41,714 - 151,715 General and administrative expense 1,117 - 6,273 - - 7,390 CLEC operating expense - - - 8,889 - 8,889 Acquisition and transaction related costs 877 877 Total costs and expenses 116,424 115,307 117,151 50,603 (115,307 ) 284,178 Earnings (losses) from consolidated subsidiaries 18,821 134,128 - - (152,949 ) - (Loss) Income before income taxes (97,603 ) 18,821 173,935 (39,307 ) (37,642 ) 18,204 Income tax expense - - 195 305 - 500 Net (loss) income $ (97,603 ) $ 18,821 $ 173,740 $ (39,612 ) $ (37,642 ) $ 17,704 Comprehensive Income $ (111,596 ) $ 4,828 $ 173,740 $ (39,612 ) $ (23,649 ) $ 3,711 Condensed Consolidating Statement of Cash Flows For the Period from April 24 - September 30, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by operating activities $ 10,584 $ - $ 209,470 $ 1,205 $ - $ 221,259 Cash flow from investing activities Consideration paid to Windstream Services (1,035,029 ) - - - - (1,035,029 ) Capital expenditures - - (712 ) - - (712 ) Net cash used in investing activities (1,035,029 ) - (712 ) - - (1,035,741 ) Cash flow from financing activities Proceeds from issuance of Term Loans 1,127,000 - - - - 1,127,000 Deferred financing costs (30,018 ) - - - - (30,018 ) Principal payment on debt (5,350 ) - - - - (5,350 ) Common stock issuance (629 ) - - - - (629 ) Dividends paid (66,522 ) (66,522 ) Cash in-lieu of fractional shares (19 ) - - - - (19 ) Net cash provided by investing activities 1,024,462 - - - - 1,024,462 Net increase in cash and cash equivalents 17 - 208,758 1,205 - 209,980 Cash and cash equivalents, April 24, 2015 - - 18 - - 18 Cash and cash equivalents, September 30, 2015 $ 17 $ - $ 208,776 $ 1,205 $ - $ 209,998 |