Guarantor Financial Information

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

At December 31, 2013, all of the $1,600 million of senior notes issued by Cricket (the "Issuing Subsidiary") were comprised of 7.75% senior notes due 2020, which are jointly and severally guaranteed on a full and unconditional basis by Leap (the "Guarantor Parent Company") and Cricket License Company, LLC, a 100%-owned subsidiary of Cricket (the "Guarantor Subsidiary").

The indenture governing the senior notes limits, 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, Cricket Music and their respective subsidiaries) and total consolidated Leap and subsidiaries as of December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013, 2012 and 2011 are presented below. The equity method of accounting is used to account for ownership interests in subsidiaries, where applicable.

Cricket formerly owned an 85% non-controlling membership interest in Savary Island, which held wireless spectrum in the upper Midwest portion of the U.S. and which leased a portion of that spectrum to Cricket. In October 2012, Cricket acquired the remaining 15% controlling interest for $5.3 million in cash. In December 2012, Savary Island and its subsidiaries were merged with and into Cricket, with Cricket as the surviving entity. As a result of these transactions, the financial position, results of operations and cash flows of these entities have been consolidated into the Issuing Subsidiary. All prior period consolidating financial statements have been revised to reflect this reorganization.

Condensed Consolidating Balance Sheet as of December 31, 2013 (in thousands):



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

Assets
Cash and cash equivalents	$	205		$	478,448		$	—	$	52,592	$	—		$	531,245
Short-term investments	—			385,783			—		—		—			385,783
Inventories	—			69,829			—		3,206		—			73,035
Deferred charges	—			38,287			—		6		—			38,293
Advances to affiliates and consolidated subsidiaries	251,803			32,109			21,113		—		(305,025		)	—
Other current assets	1,499			152,421			—		5,836		(175		)	159,581
Total current assets	253,507			1,156,877			21,113		61,640		(305,200		)	1,187,937
Property and equipment, net	—			1,221,867			—		44,506		—			1,266,373
Investments in and advances to affiliates and consolidated subsidiaries	—			2,277,151			—		—		(2,277,151		)	—
Wireless licenses	—			—			2,026,349		64,912		—			2,091,261
Goodwill	—			11,222			—		20,664		—			31,886
Intangible assets, net	—			12,113			—		1,930		—			14,043
Other assets	708			58,043			—		12,637		—			71,388
Total assets	$	254,215		$	4,737,273		$	2,047,462	$	206,289	$	(2,582,351	)	$	4,662,888
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	3,354		$	359,781		$	—	$	2,489	$	(145	)	$	365,479
Current maturities of long-term debt	248,204			18,250			—		—		—			266,454
Intercompany payables	—			272,916			—		32,109		(305,025		)	—
Other current liabilities	5,169			186,272			—		17,657		(30		)	209,068
Total current liabilities	256,727			837,219			—		52,255		(305,200		)	841,001
Long-term debt, net	—			3,364,567			—		—		—			3,364,567
Deferred tax liabilities	—			424,446			—		—		—			424,446
Accumulated losses in excess of investment and long-term intercompany payables	191,159			—			—		47,458		(238,617		)	—
Other long-term liabilities	—			145,195			—		12,815		—			158,010
Total liabilities	447,886			4,771,427			—		112,528		(543,817		)	4,788,024
Redeemable non-controlling interests	—			68,535			—		—		—			68,535
Stockholders' equity (deficit)	(193,671		)	(102,689		)	2,047,462		93,761		(2,038,534		)	(193,671		)
Total liabilities and stockholders' equity	$	254,215		$	4,737,273		$	2,047,462	$	206,289	$	(2,582,351	)	$	4,662,888

Condensed Consolidating Balance Sheet as of December 31, 2012 (in thousands):



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

Assets
Cash and cash equivalents	$	69	$	449,668	$	—	$	65,813	$	—		$	515,550
Short-term investments	—		159,426		—		—		—			159,426
Inventories	—		118,149		—		3,452		—			121,601
Deferred charges	—		60,933		—		30		—			60,963
Advances to affiliates and consolidated subsidiaries	11,182		23,592		49,407		—		(84,181		)	—
Other current assets	707		129,346		—		13,519		(4,330		)	139,242
Total current assets	11,958		941,114		49,407		82,814		(88,511		)	996,782
Property and equipment, net	—		1,694,365		—		67,725		—			1,762,090
Investments in and advances to affiliates and consolidated subsidiaries	739,072		2,327,953		—		—		(3,067,025		)	—
Wireless licenses	—		—		1,882,421		64,912		—			1,947,333
Assets held for sale	—		—		136,222		—		—			136,222
Goodwill	—		11,222		—		20,664		—			31,886
Intangible assets, net	—		14,756		—		9,907		—			24,663
Other assets	3,938		54,852		—		9,494		—			68,284
Total assets	$	754,968	$	5,044,262	$	2,068,050	$	255,516	$	(3,155,536	)	$	4,967,260
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	40	$	389,951	$	—	$	6,119	$	—		$	396,110
Current maturities of long-term debt	—		4,000		—		—		—			4,000
Intercompany payables	—		60,589		—		23,592		(84,181		)	—
Other current liabilities	5,247		202,740		—		13,223		(4,330		)	216,880
Total current liabilities	5,287		657,280		—		42,934		(88,511		)	616,990
Long-term debt, net	250,000		3,048,463		—		—		—			3,298,463
Deferred tax liabilities	—		385,111		—		—		—			385,111
Long-term intercompany payables	66,549		242,500		—		32,562		(341,611		)	—
Other long-term liabilities	—		149,819		—		19,228		—			169,047
Total liabilities	321,836		4,483,173		—		94,724		(430,122		)	4,469,611
Redeemable non-controlling interests	—		64,517		—		—		—			64,517
Stockholders' equity	433,132		496,572		2,068,050		160,792		(2,725,414		)	433,132
Total liabilities and stockholders' equity	$	754,968	$	5,044,262	$	2,068,050	$	255,516	$	(3,155,536	)	$	4,967,260

Condensed Consolidating Statement of Comprehensive Income for the Year Ended December 31, 2012 (in thousands):



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

Revenues:
Service revenues	$	—		$	2,608,538		$	—	$	338,841	$	78		$	2,947,457
Equipment revenues	—			168,279			—		26,605		—			194,884
Other revenues	—			15,317			111,981		197		(127,495		)	—
Total revenues	—			2,792,134			111,981		365,643		(127,417		)	3,142,341
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			1,057,210			—		89,057		(112,100		)	1,034,167
Cost of equipment	—			721,957			—		94,269		—			816,226
Selling and marketing	—			311,410			—		38,560		—			349,970
General and administrative	10,556			306,206			762		46,727		(15,317		)	348,934
Depreciation and amortization	—			578,827			—		46,769		—			625,596
Impairments and other charges	—			39,399			—		—		—			39,399
Total operating expenses	10,556			3,015,009			762		315,382		(127,417		)	3,214,292
Gain on sale, exchange or disposal of assets, net	—			84,939			143,904		871		—			229,714
Operating income (loss)	(10,556		)	(137,936		)	255,123		51,132		—			157,763
Equity in net income (loss) of consolidated subsidiaries	(190,241		)	306,260			—		—		(116,019		)	—
Equity in net loss of investees, net	—			(464		)	—		—		—			(464		)
Interest income	24,252			187			—		5		(24,250		)	194
Interest expense	(12,747		)	(279,735		)	—		—		24,250			(268,232		)
Loss on extinguishment of debt	—			(18,634		)	—		—		—			(18,634		)
Income (loss) before income taxes	(189,292		)	(130,322		)	255,123		51,137		(116,019		)	(129,373		)
Income tax expense	—			(57,904		)	—		—		—			(57,904		)
Net income (loss)	(189,292		)	(188,226		)	255,123		51,137		(116,019		)	(187,277		)
Accretion of redeemable non-controlling interests and distributions, net of tax	—			(2,015		)	—		—		—			(2,015		)
Net income (loss) attributable to common stockholders	$	(189,292	)	$	(190,241	)	$	255,123	$	51,137	$	(116,019	)	$	(189,292	)
Other comprehensive income (loss):
Net income (loss)	$	(189,292	)	$	(188,226	)	$	255,123	$	51,137	$	(116,019	)	$	(187,277	)
Net unrealized holding gains on investments and other	27			27			—		—		(27		)	27
Comprehensive income (loss)	$	(189,265	)	$	(188,199	)	$	255,123	$	51,137	$	(116,046	)	$	(187,250	)

Condensed Consolidating Statement of Comprehensive Income for the Year Ended December 31, 2011 (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	—			15,656			106,696		—			(122,352		)	—
Total revenues	—			2,722,840			106,696		363,882			(122,287		)	3,071,131
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			995,215			—		92,332			(106,344		)	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			303,602			751		52,768			(15,943		)	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			2,827,679			1,128		378,234			(122,287		)	3,099,105
Gain (loss) on sale, exchange or disposal of assets, net	—			(12,947		)	20,538		(4,969		)	—			2,622
Operating income (loss)	(14,351		)	(117,786		)	126,106		(19,321		)	—			(25,352		)
Equity in net income (loss) of consolidated subsidiaries	(311,856		)	106,318			—		—			205,538			—
Equity in net income of investees, net	—			2,984			—		—			—			2,984
Interest income	24,251			254			—		5			(24,265		)	245
Interest expense	(12,671		)	(267,297		)	—		(472		)	24,265			(256,175		)
Other expense	—			(2		)	—		—			—			(2		)
Income (loss) before income taxes	(314,627		)	(275,529		)	126,106		(19,788		)	205,538			(278,300		)
Income tax expense	—			(39,377		)	—		—			—			(39,377		)
Net income (loss)	(314,627		)	(314,906		)	126,106		(19,788		)	205,538			(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	)	$	126,106	$	(19,788	)	$	205,538		$	(314,627	)
Other comprehensive income (loss):
Net income (loss)	$	(314,627	)	$	(314,906	)	$	126,106	$	(19,788	)	$	205,538		$	(317,677	)
Net unrealized holding losses on investments and other	(14		)	(14		)	—		—			14			(14		)
Comprehensive income (loss)	$	(314,641	)	$	(314,920	)	$	126,106	$	(19,788	)	$	205,552		$	(317,691	)

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2013 (in thousands):



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

Operating activities:
Net cash provided by operating activities	$	136		$	25,615		$	—	$	107,972		$	(4,921	)	$	128,802
Investing activities:
Purchases of and change in prepayments for purchases of property and equipment	—			(133,320		)	—		(4,837		)	115			(138,042		)
Purchases of wireless licenses and spectrum clearing costs	—			(3,289		)	—		—			—			(3,289		)
Proceeds from sales of wireless licenses and operating assets	—			9,639			—		141			(115		)	9,665
Purchases of investments	—			(770,803		)	—		—			—			(770,803		)
Sales and maturities of investments	—			543,773			—		—			—			543,773
Payments received from joint venture	—			78,238			—		—			(78,238		)	—
Investments in and advances to affiliates and consolidated subsidiaries	(555		)	—			—		—			555			—
Change in restricted cash	—			(63		)	—		—			—			(63		)
Net cash used in investing activities	(555		)	(275,825		)	—		(4,696		)	(77,683		)	(358,759		)
Financing activities:
Proceeds from issuance of long-term debt	—			1,414,313			—		—			—			1,414,313
Repayment of long-term debt	—			(1,112,922		)	—		—			—			(1,112,922		)
Payment of debt issuance costs	—			(15,800		)	—		—			—			(15,800		)
Capital contributions, net	—			555			—		—			(555		)	—
Proceeds from issuance of common stock, net	555			—			—		—			—			555
Payments made to joint venture partners	—			—			—		(116,497		)	83,159			(33,338		)
Other	—			(7,156		)	—		—			—			(7,156		)
Net cash provided by (used in) financing activities	555			278,990			—		(116,497		)	82,604			245,652
Net increase (decrease) in cash and cash equivalents	136			28,780			—		(13,221		)	—			15,695
Cash and cash equivalents at beginning of period	69			449,668			—		65,813			—			515,550
Cash and cash equivalents at end of period	$	205		$	478,448		$	—	$	52,592		$	—		$	531,245

Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2012 (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	$	(22	)	$	164,223		$	—	$	99,550		$	(23,363	)	$	240,388
Investing activities:
Purchases of and change in prepayments for purchases of property and equipment	—			(471,892		)	—		(30,496		)	8,110			(494,278		)
Purchases of wireless licenses and spectrum clearing costs	—			(5,596		)	—		—			—			(5,596		)
Proceeds from sales of wireless licenses and operating assets	—			153,226			—		8,952			(8,110		)	154,068
Purchases of investments	—			(367,487		)	—		—			—			(367,487		)
Sales and maturities of investments	—			613,632			—		—			—			613,632
Payments received from joint venture	—			36,435			—		—			(36,435		)	—
Investments in and advances to affiliates and consolidated subsidiaries	(959		)	—			—		—			959			—
Change in restricted cash	—			239			—		—			—			239
Net cash used in investing activities	(959		)	(41,443		)	—		(21,544		)	(35,476		)	(99,422		)
Financing activities:
Proceeds from issuance of long-term debt	—			396,000			—		—			—			396,000
Repayment of long-term debt	—			(321,911		)	—		—			—			(321,911		)
Payment of debt issuance costs	—			(5,645		)	—		—			—			(5,645		)
Capital contributions, net	—			959			—		—			(959		)	—
Purchase of non-controlling interest	—			(5,250		)	—		—			—			(5,250		)
Proceeds from the issuance of common stock, net	959			—			—		—			—			959
Payments made to joint venture partners	—			(1,915		)	—		(87,290		)	59,798			(29,407		)
Other	—			(5,405		)	—		—			—			(5,405		)
Net cash provided by (used in) financing activities	959			56,833			—		(87,290		)	58,839			29,341
Net increase (decrease) in cash and cash equivalents	(22		)	179,613			—		(9,284		)	—			170,307
Cash and cash equivalents at beginning of period	91			270,055			—		75,097			—			345,243
Cash and cash equivalents at end of period	$	69		$	449,668		$	—	$	65,813		$	—		$	515,550

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



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

Operating activities:
Net cash provided by operating activities	$	6		$	309,549		$	—	$	34,256		$	(5,746	)	$	338,065
Investing activities:
Acquisition of a business	—			(850		)	—		—			—			(850		)
Purchases of and change in prepayments for purchases of property and equipment	—			(379,360		)	—		(22,796		)	—			(402,156		)
Purchases of wireless licenses and spectrum clearing costs	—			(4,880		)	—		—			—			(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 used in investing activities	(1,346		)	(707,547		)	—		(22,984		)	1,346			(730,531		)
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 the issuance of common stock, net	1,346			—			—		—			—			1,346
Proceeds from sale lease-back financing	—			25,815			—		—			—			25,815
Payments made to joint venture partners	—			(1,364		)	—		(7,490		)	5,746			(3,108		)
Other	—			(3,048		)	—		—			—			(3,048		)
Net cash provided by (used in) financing activities	1,346			393,663			—		(12,490		)	4,400			386,919
Net increase (decrease) in cash and cash equivalents	6			(4,335		)	—		(1,218		)	—			(5,547		)
Cash and cash equivalents at beginning of period	85			274,390			—		76,315			—			350,790
Cash and cash equivalents at end of period	$	91		$	270,055		$	—	$	75,097		$	—		$	345,243

- 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.

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