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 of 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 determined that certain immaterial misclassifications existed in the condensed consolidating statement of cash flows for the period from April 24, 2015 to September 30, 2015, which impacted only CS&L, CSL Capital and the Guarantors with applicable offsetting adjustments in Eliminations. In the condensed consolidating statement of cash flows for the period from April 24, 2015 to September 30, 2015, net cash provided by operating activities for the Guarantors should have been increased by $68.8 million to $278.3 million, with an offsetting decrease of $68.8 million to net cash provided by financing activities for the Guarantors. The condensed consolidating statement of cash flows for the period from April 24, 2015 to September 30, 2015 presented below includes the impact of these revisions. In addition, we determined that certain immaterial misclassifications existed in the condensed consolidating statements of comprehensive income for the quarter ended September 30, 2015 and the period from April 24, 2015 to September 30, 2015, which impacted only CS&L with applicable offsetting adjustments in the Eliminations column. For the quarter ended September 30, 2015, earnings from consolidated subsidiaries, net income, and comprehensive income of CS&L should have been increased from $10.2 million, ($57.1) million, and ($99.7) million to $76.7 million, $9.4 million, and ($33.1) million, respectively. For the period from April 24, 2015 to September 30, 2015, earnings from consolidated subsidiaries, net income, and comprehensive income of CS&L should have been increased from $18.8 million, ($97.6) million, and ($111.6) million to $134.1 million, $17.7 million, and $3.7 million respectively. The condensed consolidating statement of comprehensive income for the quarter ended September 30, 2015 and the period from April 24, 2015 to September 30, 2015 presented below includes the impact of these revisions. The following information summarizes our Condensed Consolidating Balance Sheets as of September 30, 2016 and December 31, 2015, Condensed Consolidating Statement of Comprehensive Income (Loss) for the three and nine months ended September 30, 2016, and the Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2016: Condensed Consolidating Balance Sheet As of September 30, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 2,017,542 $ 676,599 $ — $ 2,694,141 Cash and cash equivalents 1,698 — 26,595 12,469 — 40,762 Accounts receivable, net — — 8,642 7,204 — 15,846 Affiliate receivable — — — 2,231 (2,231 ) — Goodwill — — 146,205 117,254 — 263,459 Intangible assets, net — — 37,562 125,379 — 162,941 Straight-line revenue receivable — — 24,762 207 — 24,969 Investment in consolidated subsidiaries 2,876,376 2,876,376 336,279 1,016,622 (7,105,653 ) - Other assets 1,041 — 11,265 3,110 — 15,416 Total Assets $ 2,879,115 $ 2,876,376 $ 2,608,852 $ 1,961,075 $ (7,107,884 ) $ 3,217,534 Liabilities and Shareholders' Deficit: Liabilities: Accounts payable, accrued expenses and other liabilities $ — $ — $ 20,604 $ 17,321 $ — $ 37,925 Accrued interest payable 57,528 57,528 — — (57,528 ) 57,528 Deferred revenue — — 134,714 79,175 — 213,889 Derivative liability 68,758 68,578 — — (68,578 ) 68,758 Affiliate payable — — 2,231 — (2,231 ) — Dividends payable 94,470 — — — — 94,470 Deferred income taxes — — 3,636 27,754 — 31,390 Capital lease obligations — — 48,512 6,703 — 55,215 Contingent consideration 98,600 — — — — 98,600 Notes and other debt, net 3,846,711 3,846,711 — — (3,846,711 ) 3,846,711 Total liabilities 4,166,067 3,972,817 209,697 130,953 (3,975,048 ) 4,504,486 Convertible preferred stock 79,807 — — — — 79,807 Shareholders' Deficit: Common stock 15 — — — — 15 Additional paid-in capital 140,466 — — — — 140,466 Accumulated other comprehensive income (68,938 ) (68,578 ) — (180 ) 68,758 (68,938 ) Distributions in excess of earnings (1,438,302 ) (1,027,863 ) 2,399,155 1,830,302 (3,201,594 ) (1,438,302 ) Total shareholders' deficit (1,366,759 ) (1,096,441 ) 2,399,155 1,830,122 (3,132,836 ) (1,366,759 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 2,879,115 $ 2,876,376 $ 2,608,852 $ 1,961,075 $ (7,107,884 ) $ 3,217,534 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 revenue 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 September 30, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 168,772 $ 753 $ — $ 169,525 Fiber Infrastructure — — 21,741 3,478 — 25,219 Consumer CLEC — — — 5,496 — 5,496 Total revenues — — 190,513 9,727 — 200,240 Costs and Expenses: Interest expense 67,683 69,600 2,741 98 (69,600 ) 70,522 Depreciation and amortization — — 72,584 24,139 — 96,723 General and administrative expense 1,331 — 8,124 736 — 10,191 Operating expense — — 9,791 5,913 — 15,704 Transaction related costs 3,945 — 5,370 — — 9,315 Total costs and expenses 72,959 69,600 98,610 30,886 (69,600 ) 202,455 Earnings from consolidated subsidiaries 70,616 70,616 — — (141,232 ) — (Loss) income before income taxes (2,343 ) 1,016 91,903 (21,159 ) (71,632 ) (2,215 ) Income tax expense — — 148 (20 ) — 128 Net (loss) income $ (2,343 ) $ 1,016 $ 91,755 $ (21,139 ) $ (71,632 ) $ (2,343 ) Comprehensive (loss) income $ (4,314 ) $ (854 ) $ 91,755 $ (21,240 ) $ (69,661 ) $ (4,314 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended September 30, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 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 Operating expense — — — 5,148 — 5,148 Transaction related costs — — 804 — — 804 Total costs and expenses 67,290 66,511 67,511 29,162 (66,511 ) 163,963 Earnings from consolidated subsidiaries 76,693 76,693 — — (153,386 ) — Income (loss) before income taxes 9,403 10,182 99,403 (22,442 ) (86,875 ) 9,671 Income tax expense — — 101 167 — 268 Net income (loss) $ 9,403 $ 10,182 $ 99,302 $ (22,609 ) $ (86,875 ) $ 9,403 Comprehensive income (loss) $ (33,141 ) $ (32,362 ) $ 99,302 $ (22,609 ) $ (44,331 ) $ (33,141 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 505,569 $ 1,647 $ — $ 507,216 Fiber Infrastructure — — 35,517 3,478 38,995 Consumer CLEC — — — 17,277 — 17,277 Total revenues — — 541,086 22,402 — 563,488 Costs and Expenses: Interest expense 200,210 203,357 4,312 85 (203,357 ) 204,607 Depreciation and amortization — — 206,727 68,721 — 275,448 General and administrative expense 3,461 — 19,222 936 — 23,619 Operating expense — — 15,273 15,049 — 30,322 Transaction related costs 3,945 — 20,490 — — 24,435 Total costs and expenses 207,616 203,357 266,024 84,791 (203,357 ) 558,431 Earnings from consolidated subsidiaries 211,774 211,774 — — (423,548 ) — (Loss) income before income taxes 4,158 8,417 275,062 (62,389 ) (220,191 ) 5,057 Income tax expense — — 532 367 — 899 Net (loss) income $ 4,158 $ 8,417 $ 274,530 $ (62,756 ) $ (220,191 ) $ 4,158 Comprehensive (loss) income $ (59,353 ) $ (54,914 ) $ 274,530 $ (62,936 ) $ (156,680 ) $ (59,353 ) 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: Leasing $ — $ — $ 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 Operating expense — — — 8,889 — 8,889 Transaction related costs — — 877 — — 877 Total costs and expenses 116,424 115,307 117,151 50,603 (115,307 ) 284,178 Earnings from consolidated subsidiaries 134,128 134,128 — — (268,256 ) — Income (loss) before income taxes 17,704 18,821 173,935 (39,307 ) (152,949 ) 18,204 Income tax expense — — 195 305 — 500 Net income (loss) $ 17,704 $ 18,821 $ 173,740 $ (39,612 ) $ (152,949 ) $ 17,704 Comprehensive income (loss) $ 3,711 $ 4,828 $ 173,740 $ (39,612 ) $ (138,956 ) $ 3,711 Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 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 $ (105,789 ) $ — $ 465,904 $ 4,662 $ (64,226 ) $ 300,551 Cash flow from investing activities Acquisition of businesses, net of cash acquired — — (316,244 ) (173,294 ) — (489,538 ) Capital expenditures — — (9,722 ) (9,482 ) — (19,204 ) Net cash used in investing activities — — (325,966 ) (182,776 ) — (508,742 ) Cash flow from financing activities Principal payment on debt (16,744 ) — — — — (16,744 ) Dividends paid (273,692 ) — — — — (273,692 ) Proceeds from issuance of Notes 148,875 — — — — 148,875 Borrowings under revolving credit facility 521,000 — — — — 521,000 Payments under revolving credit facility (321,000 ) — — — — (321,000 ) Capital lease payments — — (898 ) (47 ) — (945 ) Deferred financing costs (2,946 ) — — — — (2,946 ) Common stock issuance, net of costs 54,211 — — — — 54,211 Net share settlement (2,123 ) — — — — (2,123 ) Intercompany transactions, net (111 ) — (252,642 ) 188,527 64,226 — Net cash (used in) provided by financing activities 107,470 — (253,540 ) 188,480 64,226 106,636 Effect of exchange rates on cash and cash equivalents — — — (181 ) — (181 ) Net increase in cash and cash equivalents 1,681 — (113,602 ) 10,185 — (101,736 ) Cash and cash equivalents, December 31, 2015 17 — 140,197 2,284 142,498 Cash and cash equivalents, September 30, 2016 $ 1,698 $ — $ 26,595 $ 12,469 $ — $ 40,762 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 (used in) operating activities $ 10,584 $ — $ 278,279 $ 1,205 $ (68,809 ) $ 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, net of costs (516 ) — — — — (516 ) Net share settlement (113 ) (113 ) Dividends Paid (66,522 ) — — — — (66,522 ) Intercompany transactions, net — — (68,809 ) — 68,809 — Cash in-lieu of fractional shares (19 ) — — — — (19 ) Net cash provided by (used in) financing activities 1,024,462 — (68,809 ) — 68,809 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 |