Guarantor Financial Information

12 Months Ended

Dec. 31, 2011

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

The $3,000 million of senior notes issued by Cricket (the “Issuing Subsidiary”) are comprised of $300 million of unsecured senior notes due 2015, $1,100 million of senior secured notes due 2016 and $1,600 million of unsecured senior notes due 2020. The notes are jointly and severally guaranteed on a full and unconditional basis by Leap (the “Guarantor Parent Company”) and Cricket License Company, LLC, a wholly-owned subsidiary of Cricket (the “Guarantor Subsidiary”).

The indentures governing these notes limit, among other things, the Guarantor Parent Company's, Cricket's and the Guarantor Subsidiary's ability to: incur additional debt; create liens or other encumbrances; place limitations on distributions from restricted subsidiaries; pay dividends; make investments; prepay subordinated indebtedness or make other restricted payments; issue or sell capital stock of restricted subsidiaries; issue guarantees; sell assets; enter into transactions with affiliates; and make acquisitions or merge or consolidate with another entity.

Condensed consolidating financial information of the Guarantor Parent Company, the Issuing Subsidiary, the Guarantor Subsidiary, Non-Guarantor Subsidiaries (STX Wireless, Savary Island, Cricket Music and their respective subsidiaries) and total consolidated Leap and subsidiaries as of December 31, 2011 and December 31, 2010 and for the years ended December 31, 2011, 2010 and 2009 are presented below. The equity method of accounting is used to account for ownership interests in subsidiaries, where applicable.

Condensed Consolidating Balance Sheet as of December 31, 2011 (unaudited and in thousands):



	Guarantor Parent Company		Issuing Subsidiary		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Assets
Cash and cash equivalents	$	91	$	262,971	$	—	$	82,181	$	—		$	345,243
Short-term investments	—		405,801		—		—		—			405,801
Inventories	—		110,710		—		6,247		—			116,957
Deferred charges	—		57,936		—		43		—			57,979
Other current assets	2,279		131,331		—		849		(2		)	134,457
Total current assets	2,370		968,749		—		89,320		(2		)	1,060,437
Property and equipment, net	—		1,876,031		—		81,343		—			1,957,374
Investments in and advances to affiliates and consolidated subsidiaries	918,386		2,249,019		27,863		—		(3,195,268		)	—
Wireless licenses	—		—		1,682,111		106,859		—			1,788,970
Assets held for sale	—		—		119,066		85,190		—			204,256
Goodwill	—		11,222		—		20,664		—			31,886
Intangible assets, net	—		17,418		—		24,059		—			41,477
Other assets	3,894		59,592		—		4,804		—			68,290
Total assets	$	924,650	$	5,182,031	$	1,829,040	$	412,239	$	(3,195,270	)	$	5,152,690
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	79	$	447,293	$	—	$	12,906	$	—		$	460,278
Current maturities of long-term debt	—		21,911		—		—		—			21,911
Intercompany payables	56,009		281,546		—		32,811		(370,366		)	—
Other current liabilities	5,247		239,752		—		11,360		(2		)	256,357
Total current liabilities	61,335		990,502		—		57,077		(370,368		)	738,546
Long-term debt	250,000		2,948,749		—		190,572		(190,572		)	3,198,749
Deferred tax liabilities	—		333,804		—		—		—			333,804
Other long-term liabilities	—		148,362		—		24,004		—			172,366
Total liabilities	311,335		4,421,417		—		271,653		(560,940		)	4,443,465
Redeemable non-controlling interests	—		95,910		—		—		—			95,910
Stockholders' equity	613,315		664,704		1,829,040		140,586		(2,634,330		)	613,315
Total liabilities and stockholders' equity	$	924,650	$	5,182,031	$	1,829,040	$	412,239	$	(3,195,270	)	$	5,152,690

Condensed Consolidating Balance Sheet as of December 31, 2010 (unaudited and in thousands):



	Guarantor Parent Company		Issuing Subsidiary		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Assets
Cash and cash equivalents	$	85	$	269,140	$	—	$	81,565	$	—		$	350,790
Short-term investments	—		68,367		—		—		—			68,367
Inventories	—		98,763		—		5,478		—			104,241
Deferred charges	—		47,343		—		—		—			47,343
Other current assets	2,261		86,040		—		3,009		(300		)	91,010
Total current assets	2,346		569,653		—		90,052		(300		)	661,751
Property and equipment, net	—		1,946,209		—		90,436		—			2,036,645
Investments in and advances to affiliates and consolidated subsidiaries	1,200,613		2,269,613		47,069		49		(3,517,344		)	—
Wireless licenses	—		—		1,747,108		220,967		—			1,968,075
Goodwill	—		10,680		—		20,414		—			31,094
Intangible assets, net	—		20,455		—		44,388		—			64,843
Other assets	5,315		66,195		—		905		—			72,415
Total assets	$	1,208,274	$	4,882,805	$	1,794,177	$	467,211	$	(3,517,644	)	$	4,834,823
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	79	$	333,514	$	—	$	13,276	$	—		$	346,869
Current maturities of long-term debt	—		8,500		—		5,101		(5,101		)	8,500
Intercompany payables	41,734		300,800		—		55,054		(397,588		)	—
Other current liabilities	5,179		199,698		—		16,500		(300		)	221,077
Total current liabilities	46,992		842,512		—		89,931		(402,989		)	576,446
Long-term debt	250,000		2,582,070		—		211,875		(211,875		)	2,832,070
Deferred tax liabilities	—		295,703		—		—		—			295,703
Other long-term liabilities	—		110,800		—		3,734		—			114,534
Total liabilities	296,992		3,831,085		—		305,540		(614,864		)	3,818,753
Redeemable non-controlling interests	—		104,788		—		—		—			104,788
Stockholders' equity	911,282		946,932		1,794,177		161,671		(2,902,780		)	911,282
Total liabilities and stockholders' equity	$	1,208,274	$	4,882,805	$	1,794,177	$	467,211	$	(3,517,644	)	$	4,834,823

Condensed Consolidating Statement of Operations for the Year Ended December 31, 2011 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated

Revenues:
Service revenues	$	—		$	2,495,525		$	—	$	333,691		$	65		$	2,829,281
Equipment revenues	—			211,659			—		30,191			—			241,850
Other revenues	—			15,836			106,696		4,156			(126,688		)	—
Total revenues	—			2,723,020			106,696		368,038			(126,623		)	3,071,131
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			999,371			—		92,332			(110,500		)	981,203
Cost of equipment	—			716,461			—		101,459			—			817,920
Selling and marketing	—			316,228			—		53,029			—			369,257
General and administrative	14,351			303,252			751		53,298			(16,123		)	355,529
Depreciation and amortization	—			494,967			—		53,459			—			548,426
Impairments and other charges	—			1,206			377		25,187			—			26,770
Total operating expenses	14,351			2,831,485			1,128		378,764			(126,623		)	3,099,105
Gain (loss) on sale, exchange or disposal of assets, net	—			(12,947		)	8,471		7,098			—			2,622
Operating income (loss)	(14,351		)	(121,412		)	114,039		(3,628		)	—			(25,352		)
Equity in net income (loss) of consolidated subsidiaries	(311,856		)	90,147			—		—			221,709			—
Equity in net income of investees, net	—			2,984			—		—			—			2,984
Interest income	24,251			20,051			—		5			(44,062		)	245
Interest expense	(12,671		)	(267,297		)	—		(20,269		)	44,062			(256,175		)
Other loss, net	—			(2		)	—		—			—			(2		)
Income (loss) before income taxes	(314,627		)	(275,529		)	114,039		(23,892		)	221,709			(278,300		)
Income tax expense	—			(39,377		)	—		—			—			(39,377		)
Net income (loss)	(314,627		)	(314,906		)	114,039		(23,892		)	221,709			(317,677		)
Accretion of redeemable non-controlling interests and distributions, net of tax	—			3,050			—		—			—			3,050
Net income (loss) attributable to common stockholders	$	(314,627	)	$	(311,856	)	$	114,039	$	(23,892	)	$	221,709		$	(314,627	)

Condensed Consolidating Statement of Operations for the Year Ended December 31, 2010 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated

Revenues:
Service revenues	$	—		$	2,405,412		$	—		$	77,125		$	64		$	2,482,601
Equipment revenues	—			206,502			—			8,100			—			214,602
Other revenues	—			3,689			91,477			52			(95,218		)	—
Total revenues	—			2,615,603			91,477			85,277			(95,154		)	2,697,203
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			912,024			—			20,074			(91,463		)	840,635
Cost of equipment	—			568,908			—			23,086			—			591,994
Selling and marketing	—			398,236			—			16,082			—			414,318
General and administrative	12,673			337,887			691			14,011			(3,691		)	361,571
Depreciation and amortization	—			445,382			—			11,653			—			457,035
Impairments and other charges	—			476,561			766			—			—			477,327
Total operating expenses	12,673			3,138,998			1,457			84,906			(95,154		)	3,142,880
Loss on sale, exchange or disposal of assets, net	—			(4,790		)	(170		)	(101		)	—			(5,061		)
Operating income (loss)	(12,673		)	(528,185		)	89,850			270			—			(450,738		)
Equity in net income (loss) of consolidated subsidiaries	(870,930		)	89,744			—			—			781,186			—
Equity in net income of investees, net	—			1,912			—			—			—			1,912
Interest income	24,250			1,385			—			—			(24,625		)	1,010
Interest expense	(12,600		)	(255,026		)	—			(376		)	24,625			(243,377		)
Other income	—			3,209			—			—			—			3,209
Loss on extinguishment of debt	—			(54,558		)	—			—			—			(54,558		)
Income (loss) before income taxes	(871,953		)	(741,519		)	89,850			(106		)	781,186			(742,542		)
Income tax expense	—			(42,513		)	—			—			—			(42,513		)
Net income (loss)	(871,953		)	(784,032		)	89,850			(106		)	781,186			(785,055		)
Accretion of redeemable non-controlling interests and distributions, net of tax	—			(86,898		)	—			—			—			(86,898		)
Net income (loss) attributable to common stockholders	$	(871,953	)	$	(870,930	)	$	89,850		$	(106	)	$	781,186		$	(871,953	)

Condensed Consolidating Statement of Operations for the Year Ended December 31, 2009 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Revenues:
Service revenues	$	—		$	2,241,945		$	—	$	—	$	43		$	2,241,988
Equipment revenues	—			239,333			—		—		—			239,333
Other revenues	—			612			89,022		—		(89,634		)	—
Total revenues	—			2,481,890			89,022		—		(89,591		)	2,481,321
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			796,051			—		—		(88,886		)	707,165
Cost of equipment	—			561,262			—		—		—			561,262
Selling and marketing	—			411,564			—		—		—			411,564
General and administrative	8,728			349,519			910		—		(705		)	358,452
Depreciation and amortization	—			410,697			—		—		—			410,697
Impairments and other charges	—			—			639		—		—			639
Total operating expenses	8,728			2,529,093			1,549		—		(89,591		)	2,449,779
Gain (loss) on sale, exchange or disposal of assets, net	—			(4,844		)	4,426		—		—			(418		)
Operating income (loss)	(8,728		)	(52,047		)	91,899		—		—			31,124
Equity in net income (loss) of consolidated subsidiaries	(242,607		)	91,899			—		—		150,708			—
Equity in net income of investees, net	—			3,946			—		—		—			3,946
Interest income	24,455			3,601			—		—		(24,250		)	3,806
Interest expense	(12,612		)	(222,027		)	—		—		24,250			(210,389		)
Other income, net	—			469			—		—		—			469
Loss on extinguishment of debt	—			(26,310		)	—		—		—			(26,310		)
Income (loss) before income taxes	(239,492		)	(200,469		)	91,899		—		150,708			(197,354		)
Income tax benefit	—			(40,609		)	—		—		—			(40,609		)
Net income (loss)	(239,492		)	(241,078		)	91,899		—		150,708			(237,963		)
Accretion of redeemable non-controlling interests and distributions, net of tax	—			(1,529		)	—		—		—			(1,529		)
Net income (loss) attributable to common stockholders	$	(239,492	)	$	(242,607	)	$	91,899	$	—	$	150,708		$	(239,492	)

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2011 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated

Operating activities:
Net cash provided by (used in) operating activities	$	6		$	354,810		$	—	$	38,439		$	(5,746	)	$	387,509
Investing activities:
Acquisition of a business	—			(850		)	—		—			—			(850		)
Purchases of and change in prepayments for purchases of property and equipment	—			(427,934		)	—		(23,666		)	—			(451,600		)
Purchases of wireless licenses and spectrum clearing costs	—			(4,765		)	—		(115		)	—			(4,880		)
Proceeds from sales of wireless licenses and operating assets	—			4,558			—		512			—			5,070
Purchases of investments	—			(826,233		)	—		—			—			(826,233		)
Sales and maturities of investments	—			487,860			—		—			—			487,860
Investments in and advances to affiliates and consolidated subsidiaries	(1,346		)	—			—		—			1,346			—
Dividend received from equity investee	—			11,606			—		—			—			11,606
Change in restricted cash	—			(248		)	—		(700		)	—			(948		)
Net cash provided by (used in) investing activities	(1,346		)	(756,006		)	—		(23,969		)	1,346			(779,975		)
Financing activities:
Proceeds from issuance of long-term debt	—			396,772			—		—			—			396,772
Repayment of long-term debt	—			(18,589		)	—		(5,000		)	—			(23,589		)
Payment of debt issuance costs	—			(7,269		)	—		—			—			(7,269		)
Capital contributions, net	—			1,346			—		—			(1,346		)	—
Proceeds from issuance of common stock, net	1,346			—			—		—			—			1,346
Proceeds from sale lease-back financing	—			25,815			—		—			—			25,815
Other	—			(3,048		)	—		(8,854		)	5,746			(6,156		)
Net cash provided by (used in) financing activities	1,346			395,027			—		(13,854		)	4,400			386,919
Net increase (decrease) in cash and cash equivalents	6			(6,169		)	—		616			—			(5,547		)
Cash and cash equivalents at beginning of period	85			269,140			—		81,565			—			350,790
Cash and cash equivalents at end of period	$	91		$	262,971		$	—	$	82,181		$	—		$	345,243

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2010 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated

Operating activities:
Net cash provided by (used in) operating activities	$	19		$	231,036		$	—	$	81,373		$	(150	)	$	312,278
Investing activities:
Acquisition of a business	—			(40,730		)	—		—			—			(40,730		)
Purchases of and change in prepayments for purchases of property and equipment	—			(391,574		)	—		(5,908		)	—			(397,482		)
Purchases of wireless licenses and spectrum clearing costs	—			(9,319		)	—		(4,000		)	—			(13,319		)
Purchases of investments	—			(488,450		)	—		—			—			(488,450		)
Sales and maturities of investments	—			816,247			—		—			—			816,247
Investments in and advances to affiliates and consolidated subsidiaries	(1,535		)	—			—		—			1,535			—
Purchase of membership units of equity investment	—			(967		)	—		—			—			(967		)
Change in restricted cash	—			749			—		—			—			749
Net cash provided by (used in) investing activities	(1,535		)	(114,044		)	—		(9,908		)	1,535			(123,952		)
Financing activities:
Proceeds from issuance of long-term debt	—			1,179,876			—		—			—			1,179,876
Issuance of related party debt	—			(5,000		)	—		5,000			—			—
Repayment of long-term debt	—			(1,118,096		)	—		—			—			(1,118,096		)
Payment of debt issuance costs	—			(1,308		)	—		—			—			(1,308		)
Capital contributions, net	—			1,535			—		—			(1,535		)	—
Purchase of non-controlling interest	—			(77,664		)	—		—			—			(77,664		)
Non-controlling interest distribution	—			(150		)	—		—			150			—
Non-controlling interest contribution	—			—			—		5,100			—			5,100
Proceeds from the issuance of common stock, net	1,535			—			—		—			—			1,535
Other	—			(1,978		)	—		—			—			(1,978		)
Net cash provided by (used in) financing activities	1,535			(22,785		)	—		10,100			(1,385		)	(12,535		)
Net increase in cash and cash equivalents	19			94,207			—		81,565			—			175,791
Cash and cash equivalents at beginning of period	66			174,933			—		—			—			174,999
Cash and cash equivalents at end of period	$	85		$	269,140		$	—	$	81,565		$	—		$	350,790

Consolidating Statement of Cash Flows for the Year Ended December 31, 2009 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Operating activities:
Net cash provided by (used in) operating activities	$	39		$	284,457		$	—	$	—	$	(179	)	$	284,317
Investing activities:
Purchases of and change in prepayments for purchases of property and equipment	—			(693,834		)	—		—		—			(693,834		)
Purchases of wireless licenses and spectrum clearing costs	—			(35,356		)	—		—		—			(35,356		)
Proceeds from sale of wireless licenses and operating assets	—			2,965			—		—		—			2,965
Purchases of investments	—			(883,173		)	—		—		—			(883,173		)
Sales and maturities of investments	—			733,268			—		—		—			733,268
Investments in and advances to affiliates and consolidated subsidiaries	(267,105		)	—			—		—		267,105			—
Change in restricted cash	—			338			—		—		—			338
Net cash provided by (used in) investing activities	(267,105		)	(875,792		)	—		—		267,105			(875,792		)
Financing activities:
Proceeds from issuance of long-term debt	—			1,057,474			—		—		—			1,057,474
Repayment of long-term debt	—			(897,904		)	—		—		—			(897,904		)
Payment of debt issuance costs	—			(16,200		)	—		—		—			(16,200		)
Capital contributions, net	—			267,105			—		—		(267,105		)	—
Non-controlling interest distribution	—			(179		)	—		—		179			—
Proceeds from the issuance of common stock, net	267,105			—			—		—		—			267,105
Other	—			(1,709		)	—		—		—			(1,709		)
Net cash provided by (used in) financing activities	267,105			408,587			—		—		(266,926		)	408,766
Net increase (decrease) in cash and cash equivalents	39			(182,748		)	—		—		—			(182,709		)
Cash and cash equivalents at beginning of period	27			357,681			—		—		—			357,708
Cash and cash equivalents at end of period	$	66		$	174,933		$	—	$	—	$	—		$	174,999

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

+ References+ Details