Supplemental Guarantor Information | Note 15. Supplemental Guarantor Information In connection with the issuance of the Senior Secured Notes, Senior Unsecured Notes and Term Loan 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. We have determined that certain immaterial classifications existed in the Condensed Consolidating Statements of Comprehensive Income for the period from April 24, 2015 to June 30, 2015, which impacted only CS&L with applicable offsetting adjustments in the Eliminations column. For the period from April 24, 2015 to June 30, 2015, earnings from consolidated subsidiaries, net income and comprehensive income of CS&L should have been increased from $8.6 million, ($40.5) million, and ($11.9) million to $57.4 million, $8.3 million, and $36.9 million, respectively. The condensed consolidating statement of comprehensive income for the period from April 24, 2015 to June 30, 2015 presented below includes the impact of these revisions. The following information summarizes our Condensed Consolidating Balance Sheets as of June 30, 2016 and December 31, 2015, Condensed Consolidating Statement of Comprehensive Income (Loss) for the three and six months ended June 30, 2016, and the Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2016: Condensed Consolidating Balance Sheet As of June 30, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 2,051,691 $ 517,711 $ — $ 2,569,402 Cash and cash equivalents 799 — 44,220 3,794 — 48,813 Accounts receivable, net — — 6,985 1,473 — 8,458 Affiliate receivable — — — 1,899 (1,899 ) — Goodwill — — 146,590 — — 146,590 Intangible assets, net — — 37,582 10,338 — 47,920 Straight-line rent receivable — — 20,422 — — 20,422 Investment in consolidated subsidiaries 2,628,156 2,628,156 336,279 326,894 (5,919,485 ) - Other assets 136 — 9,271 663 — 10,070 Total Assets $ 2,629,091 $ 2,628,156 $ 2,653,040 $ 862,772 $ (5,921,384 ) $ 2,851,675 Liabilities and Shareholders' Deficit: Liabilities: Accounts payable, accrued expenses and other liabilities $ 63 $ — $ 18,869 $ 1,274 $ — $ 20,206 Accrued interest payable 26,384 26,384 — — (26,384 ) 26,384 Deferred revenue — — 104,516 43,830 — 148,346 Derivative liability 66,888 66,888 — — (66,888 ) 66,888 Affiliate payable — — 1,899 — (1,899 ) — Dividends payable 93,208 — — — — 93,208 Deferred income taxes — — 1,715 3,400 — 5,115 Capital lease obligations — — 48,980 — — 48,980 Notes and other debt, net 3,690,186 3,690,186 — — (3,690,186 ) 3,690,186 Total liabilities 3,876,729 3,783,458 175,979 48,504 (3,785,357 ) 4,099,313 Convertible preferred stock 79,063 — — — — 79,063 Shareholders' Deficit: Common stock 15 — — — — 15 Additional paid-in capital 81,881 — — — — 81,881 Accumulated other comprehensive income (66,967 ) (66,888 ) — (79 ) 66,967 (66,967 ) Distributions in excess of earnings (1,341,630 ) (1,088,414 ) 2,477,061 814,347 (2,202,994 ) (1,341,630 ) Total shareholders' deficit (1,326,701 ) (1,155,302 ) 2,477,061 814,268 (2,136,027 ) (1,326,701 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 2,629,091 $ 2,628,156 $ 2,653,040 $ 862,772 $ (5,921,384 ) $ 2,851,675 Condensed Consolidating Balance Sheet As of December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 1,839,603 $ 533,048 $ — $ 2,372,651 Cash and cash equivalents 17 — 140,197 2,284 — 142,498 Accounts receivable, net — — 474 1,609 — 2,083 Affiliate receivable — — 151 — (151 ) — Intangible assets, net — — — 10,530 — 10,530 Straight-line rent receivable — — 11,795 — — 11,795 Investment in consolidated subsidiaries 2,458,679 2,458,679 11,235 — (4,928,593 ) — Other assets — — 2,781 298 — 3,079 Total Assets $ 2,458,696 $ 2,458,679 $ 2,006,236 $ 547,769 $ (4,928,744 ) $ 2,542,636 Liabilities and Shareholders' Deficit: Accounts payable, accrued expenses and other liabilities $ — $ — $ 9,204 $ 1,205 $ — $ 10,409 Accrued interest payable 24,440 24,440 — — (24,440 ) 24,440 Deferred revenue — — 44,862 22,955 — 67,817 Derivative liability 5,427 5,427 — — (5,427 ) 5,427 Affiliate payable — — — 151 (151 ) — Dividends payable 90,507 — — — — 90,507 Deferred income taxes — — 1,677 4,037 — 5,714 Notes and other debt, net 3,505,228 3,505,228 — — (3,505,228 ) 3,505,228 Total liabilities 3,625,602 3,535,095 55,743 28,348 (3,535,246 ) 3,709,542 Common stock 15 — — — — 15 Additional paid-in capital 1,392 — — — — 1,392 Accumulated other comprehensive income (5,427 ) (5,427 ) — — 5,427 (5,427 ) Distributions in excess of earnings (1,162,886 ) (1,070,989 ) 1,950,493 519,421 (1,398,925 ) (1,162,886 ) Total shareholders' deficit (1,166,906 ) (1,076,416 ) 1,950,493 519,421 (1,393,498 ) (1,166,906 ) Total Liabilities and Shareholders' Deficit $ 2,458,696 $ 2,458,679 $ 2,006,236 $ 547,769 $ (4,928,744 ) $ 2,542,636 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended June 30, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 168,522 $ 528 $ — $ 169,050 Fiber Infrastructure — — 13,776 — — 13,776 Consumer CLEC — — — 5,747 — 5,747 Total revenues — — 182,298 6,275 — 188,573 Costs and Expenses: Interest expense 66,381 66,381 1,667 (12 ) (66,381 ) 68,036 Depreciation and amortization — — 70,059 22,326 — 92,385 General and administrative expense 1,200 — 6,935 104 — 8,239 Operating expense — — 5,482 4,429 — 9,911 Transaction related costs — — 11,210 — — 11,210 Total costs and expenses 67,581 66,381 95,353 26,847 (66,381 ) 189,781 Earnings from consolidated subsidiaries 66,046 66,046 — — (132,092 ) — (Loss) income before income taxes (1,535 ) (335 ) 86,945 (20,572 ) (65,711 ) (1,208 ) Income tax expense — — 136 191 — 327 Net (loss) income $ (1,535 ) $ (335 ) $ 86,809 $ (20,763 ) $ (65,711 ) $ (1,535 ) Comprehensive (loss) income $ (22,713 ) $ (21,354 ) $ 86,809 $ (20,922 ) $ (44,533 ) $ (22,713 ) Condensed Consolidating Statement of Comprehensive Income For the Period from April 24 - June 30, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 124,172 $ — $ — $ 124,172 Consumer CLEC — — — 4,576 — 4,576 Total revenues — — 124,172 4,576 — 128,748 Costs and Expenses: Interest expense 48,797 48,797 — — (48,797 ) 48,797 Depreciation and amortization — — 46,744 17,700 — 64,444 General and administrative expense 338 — 2,823 — — 3,161 Operating expense — — — 3,741 — 3,741 Transaction related costs — — 73 — — 73 Total costs and expenses 49,135 48,797 49,640 21,441 (48,797 ) 120,216 Earnings from consolidated subsidiaries 57,436 57,436 — — (114,872 ) — Income (loss) before income taxes 8,301 8,639 74,532 (16,865 ) (66,075 ) 8,532 Income tax expense — — 94 137 — 231 Net income (loss) $ 8,301 $ 8,639 $ 74,438 $ (17,002 ) $ (66,075 ) $ 8,301 Comprehensive income (loss) $ 36,852 $ 37,190 $ 74,438 $ (17,002 ) $ (94,626 ) $ 36,852 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Six Months Ended June 30, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 336,797 $ 894 $ — $ 337,691 Fiber Infrastructure — — 13,776 — 13,776 Consumer CLEC — — — 11,781 — 11,781 Total revenues — — 350,573 12,675 — 363,248 Costs and Expenses: Interest expense 132,526 132,526 1,571 (12 ) (132,526 ) 134,085 Depreciation and amortization — — 134,143 44,582 — 178,725 General and administrative expense 2,130 — 11,098 200 — 13,428 Operating expense — — 5,483 9,135 — 14,618 Transaction related costs — — 15,120 — — 15,120 Total costs and expenses 134,656 132,526 167,415 53,905 (132,526 ) 355,976 Earnings from consolidated subsidiaries 141,157 141,157 — — (282,314 ) — (Loss) income before income taxes 6,501 8,631 183,158 (41,230 ) (149,788 ) 7,272 Income tax expense — — 384 387 — 771 Net (loss) income $ 6,501 $ 8,631 $ 182,774 $ (41,617 ) $ (149,788 ) $ 6,501 Comprehensive (loss) income $ (55,039 ) $ (52,830 ) $ 182,774 $ (41,696 ) $ (88,248 ) $ (55,039 ) Condensed Consolidating Statement of Comprehensive Income For the Period from April 24 - June 30, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 124,172 $ — $ — $ 124,172 Consumer CLEC — — — 4,576 — 4,576 Total revenues — — 124,172 4,576 — 128,748 Costs and Expenses: Interest expense 48,797 48,797 — — (48,797 ) 48,797 Depreciation and amortization — — 46,744 17,700 — 64,444 General and administrative expense 338 — 2,823 — — 3,161 Operating expense — — — 3,741 — 3,741 Transaction related costs — — 73 — — 73 Total costs and expenses 49,135 48,797 49,640 21,441 (48,797 ) 120,216 Earnings from consolidated subsidiaries 57,436 57,436 — — (114,872 ) — Income (loss) before income taxes 8,301 8,639 74,532 (16,865 ) (66,075 ) 8,532 Income tax expense — — 94 137 — 231 Net income (loss) $ 8,301 $ 8,639 $ 74,438 $ (17,002 ) $ (66,075 ) $ 8,301 Comprehensive income (loss) $ 36,852 $ 37,190 $ 74,438 $ (17,002 ) $ (94,626 ) $ 36,852 Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by (used in) operating activities $ (46,656 ) $ — $ 308,096 $ 6,060 $ (83,689 ) $ 183,811 Cash flow from investing activities Acquisition of businesses, net of cash acquired — — (316,244 ) 111 — (316,133 ) Capital expenditures — — (3,397 ) (6,055 ) — (9,452 ) Net cash (used in) provided by investing activities — — (319,641 ) (5,944 ) — (325,585 ) Cash flow from financing activities Principal payment on debt (11,394 ) — — — — (11,394 ) Dividends paid (180,694 ) — — — — (180,694 ) Proceeds from issuance of Notes 148,875 — — — — 148,875 Borrowings under revolving credit facility 321,000 — — — — 321,000 Payments under revolving credit facility (278,936 ) (278,936 ) Capital lease payments — — (469 ) — — (469 ) Deferred financing costs (2,998 ) — — — — (2,998 ) Common stock issuance, net of costs 54,836 — — — — 54,836 Net share settlement (2,055 ) — — — — (2,055 ) Intercompany transactions, net (1,196 ) — (83,963 ) 1,470 83,689 — Net cash (used in) provided by investing activities 47,438 — (84,432 ) 1,470 83,689 48,165 Effect of exchange rates on cash and cash equivalents — — — (76 ) — (76 ) Net increase in cash and cash equivalents 782 — (95,977 ) 1,510 — (93,685 ) Cash and cash equivalents, December 31, 2015 17 — 140,197 2,284 142,498 Cash and cash equivalents, June 30, 2016 $ 799 $ — $ 44,220 $ 3,794 $ — $ 48,813 Condensed Consolidating Statement of Cash Flows For the period from April 24 - June 30, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash (used in) provided by operating activities $ (61,540 ) $ — $ 154,971 $ — $ — $ 93,431 Cash flow from investing activities Consideration paid to Windstream Services (1,035,029 ) — — — — (1,035,029 ) Capital expenditures — — (397 ) — — (397 ) Net cash used in investing activities (1,035,029 ) — (397 ) — — (1,035,426 ) Cash flow from financing activities Proceeds from issuance of Term Loans 1,127,000 — — — — 1,127,000 Deferred financing costs (29,933 ) — — — — (29,933 ) Common stock issuance (456 ) — — — — (456 ) Cash in-lieu of fractional shares (19 ) — — — — (19 ) Net cash provided by investing activities 1,096,592 — — — — 1,096,592 Net increase in cash and cash equivalents 23 — 154,574 — — 154,597 Cash and cash equivalents, December 31, 2015 — — 18 — — 18 Cash and cash equivalents, June 30, 2015 $ 23 $ — $ 154,592 $ — $ — $ 154,615 |