Condensed Consolidating Financial Statements |
14. Condensed
Consolidating Financial Statements
In connection with the 5.4
percent Senior Notes, the Company is required to provide condensed
consolidating financial information for its subsidiary guarantors.
Certain of the Company’s wholly-owned domestic subsidiaries
have, jointly and severally, fully and unconditionally guaranteed,
to each holder of 5.4 percent Senior Notes and the trustee under
the Indenture for the 5.4 percent Senior Notes, the full and prompt
performance of the Company’s obligations under the indenture
and the 5.4 percent Senior Notes, including the payment of
principal (or premium, if any) and interest on the 5.4 percent
Senior Notes, on an equal and ratable basis.
The subsidiary guarantees
are unsecured obligations of each subsidiary guarantor and rank
equally in right of payment with all senior indebtedness of that
subsidiary guarantor and senior in right of payment to all
subordinated indebtedness of that subsidiary guarantor. The
subsidiary guarantees are effectively subordinated to any secured
indebtedness of the subsidiary guarantor with respect to the assets
securing the indebtedness.
In the absence of both
default and notice, there are no restrictions imposed by the
Company’s 2010 Credit Facility, 5.4 percent Senior Notes, or
guarantees on the Company’s ability to obtain funds from its
subsidiaries by dividend or loan. The Company has not presented
separate financial statements for each of the guarantors, because
it has deemed that such financial statements would not provide the
investors with any material additional information.
Included in the tables
below, are condensed consolidating balance sheets as of
November 30, 2010 and August 31, 2011, condensed
consolidating statements of operations for the three and nine
months ended August 31, 2010 and 2011, and condensed
consolidating statements of cash flows for the nine months ended
August 31, 2010 and 2011, of: (a) the Parent;
(b) the guarantor subsidiaries; (c) the non-guarantor
subsidiaries; (d) elimination entries necessary to consolidate
Parent with guarantor and non-guarantor subsidiaries; and
(e) the Company on a consolidated basis (in
thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating
Balance Sheet at November 30, 2010 |
|
|
|
Parent
Company |
|
|
Combined
Guarantor
Subsidiaries |
|
|
Non-Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$ |
68,252 |
|
|
$ |
72,696 |
|
|
$ |
19,309 |
|
|
$ |
(10,251 |
) |
|
$ |
150,006 |
|
Property and equipment,
net
|
|
|
33,728 |
|
|
|
1,032,695 |
|
|
|
310,328 |
|
|
|
— |
|
|
|
1,376,751 |
|
Advances to and investments
in subsidiaries
|
|
|
2,095,234 |
|
|
|
660,368 |
|
|
|
43,722 |
|
|
|
(2,799,324 |
) |
|
|
— |
|
Other assets
|
|
|
4,702 |
|
|
|
301,223 |
|
|
|
46,067 |
|
|
|
— |
|
|
|
351,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
2,201,916 |
|
|
$ |
2,066,982 |
|
|
$ |
419,426 |
|
|
$ |
(2,809,575 |
) |
|
$ |
1,878,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
$ |
(10,058 |
) |
|
$ |
71,278 |
|
|
$ |
17,211 |
|
|
$ |
13,308 |
|
|
$ |
91,739 |
|
Long-term debt
|
|
|
893,108 |
|
|
|
271,002 |
|
|
|
213,911 |
|
|
|
(1,074,947 |
) |
|
|
303,074 |
|
Deferred income
taxes
|
|
|
27,018 |
|
|
|
234,742 |
|
|
|
17,881 |
|
|
|
— |
|
|
|
279,641 |
|
Other
liabilities
|
|
|
2,131 |
|
|
|
12,825 |
|
|
|
2,162 |
|
|
|
— |
|
|
|
17,118 |
|
Total shareholders’
equity
|
|
|
1,289,717 |
|
|
|
1,477,135 |
|
|
|
168,261 |
|
|
|
(1,747,936 |
) |
|
|
1,187,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Shareholders’ Equity
|
|
$ |
2,201,916 |
|
|
$ |
2,066,982 |
|
|
$ |
419,426 |
|
|
$ |
(2,809,575 |
) |
|
$ |
1,878,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating
Balance Sheet at August 31, 2011 |
|
|
|
Parent
Company |
|
|
Combined
Guarantor
Subsidiaries |
|
|
Non-Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$ |
57,039 |
|
|
$ |
110,128 |
|
|
$ |
28,889 |
|
|
$ |
(18,327 |
) |
|
$ |
177,729 |
|
Property and equipment,
net
|
|
|
31,326 |
|
|
|
1,034,549 |
|
|
|
309,921 |
|
|
|
— |
|
|
|
1,375,796 |
|
Advances to and investments
in subsidiaries
|
|
|
2,041,769 |
|
|
|
714,619 |
|
|
|
64,742 |
|
|
|
(2,821,130 |
) |
|
|
— |
|
Other assets
|
|
|
5,319 |
|
|
|
301,115 |
|
|
|
80,095 |
|
|
|
— |
|
|
|
386,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
2,135,453 |
|
|
$ |
2,160,411 |
|
|
$ |
483,647 |
|
|
$ |
(2,839,457 |
) |
|
$ |
1,940,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
$ |
(4,631 |
) |
|
$ |
126,817 |
|
|
$ |
34,253 |
|
|
$ |
(18,469 |
) |
|
$ |
137,970 |
|
Long-term debt
|
|
|
887,890 |
|
|
|
175,335 |
|
|
|
244,181 |
|
|
|
(1,021,726 |
) |
|
|
285,680 |
|
Deferred income
taxes
|
|
|
47,278 |
|
|
|
234,742 |
|
|
|
17,895 |
|
|
|
— |
|
|
|
299,915 |
|
Other
liabilities
|
|
|
1,143 |
|
|
|
11,601 |
|
|
|
2,162 |
|
|
|
— |
|
|
|
14,906 |
|
Total shareholders’
equity
|
|
|
1,203,773 |
|
|
|
1,611,916 |
|
|
|
185,156 |
|
|
|
(1,799,262 |
) |
|
|
1,201,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Shareholders’ Equity
|
|
$ |
2,135,453 |
|
|
$ |
2,160,411 |
|
|
$ |
483,647 |
|
|
$ |
(2,839,457 |
) |
|
$ |
1,940,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating
Statement of Operations
For The
Three Months Ended August 31, 2010 |
|
|
|
Parent
Company |
|
|
Combined
Guarantor
Subsidiaries |
|
|
Non-Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
644 |
|
|
$ |
139,298 |
|
|
$ |
39,359 |
|
|
$ |
(19,107 |
) |
|
$ |
160,194 |
|
Total expenses
|
|
|
8,342 |
|
|
|
109,780 |
|
|
|
39,606 |
|
|
|
(19,107 |
) |
|
|
138,621 |
|
Operating (loss)
income
|
|
|
(7,698 |
) |
|
|
29,518 |
|
|
|
(247 |
) |
|
|
— |
|
|
|
21,573 |
|
Interest and other
(expense) income, net
|
|
|
(13,741 |
) |
|
|
2,291 |
|
|
|
(1,774 |
) |
|
|
(4,444 |
) |
|
|
(17,668 |
) |
Net (loss)
income
|
|
|
(18,732 |
) |
|
|
28,758 |
|
|
|
(1,973 |
) |
|
|
(4,444 |
) |
|
|
3,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating
Statement of Operations
For The
Three Months Ended August 31, 2011 |
|
|
|
Parent
Company |
|
|
Combined
Guarantor
Subsidiaries |
|
|
Non-Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
776 |
|
|
$ |
76,856 |
|
|
$ |
37,830 |
|
|
$ |
34,835 |
|
|
$ |
150,297 |
|
Total expenses
|
|
|
6,652 |
|
|
|
54,011 |
|
|
|
34,279 |
|
|
|
34,835 |
|
|
|
129,777 |
|
Operating (loss)
income
|
|
|
(5,876 |
) |
|
|
22,845 |
|
|
|
3,551 |
|
|
|
— |
|
|
|
20,520 |
|
Interest and other
(expense) income, net
|
|
|
(17,416 |
) |
|
|
4,435 |
|
|
|
(3,565 |
) |
|
|
10,991 |
|
|
|
(5,555 |
) |
Net (loss)
income
|
|
|
(34,870 |
) |
|
|
33,543 |
|
|
|
(14 |
) |
|
|
10,991 |
|
|
|
9,650 |
|
|
|
|
|
Condensed Consolidating
Statement of Operations
For The Nine
Months Ended August 31, 2010 |
|
|
|
Parent
Company |
|
|
Combined
Guarantor
Subsidiaries |
|
|
Non-Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
2,014 |
|
|
$ |
462,282 |
|
|
$ |
74,841 |
|
|
$ |
(84,751 |
) |
|
$ |
454,386 |
|
Total expenses
|
|
|
23,956 |
|
|
|
352,813 |
|
|
|
79,740 |
|
|
|
(84,751 |
) |
|
|
371,758 |
|
Operating (loss)
income
|
|
|
(21,942 |
) |
|
|
109,469 |
|
|
|
(4,899 |
) |
|
|
— |
|
|
|
82,628 |
|
Interest and other
(expense) income, net
|
|
|
(11,510 |
) |
|
|
6,436 |
|
|
|
(7,060 |
) |
|
|
(17,738 |
) |
|
|
(29,872 |
) |
(Loss) income from
continuing operations
|
|
|
(33,074 |
) |
|
|
102,081 |
|
|
|
(11,911 |
) |
|
|
(17,738 |
) |
|
|
39,358 |
|
Net (loss)
income
|
|
|
(33,074 |
) |
|
|
102,081 |
|
|
|
(11,958 |
) |
|
|
(17,738 |
) |
|
|
39,311 |
|
|
|
|
|
Condensed Consolidating
Statement of Operations
For The Nine
Months Ended August 31, 2011 |
|
|
|
Parent
Company |
|
|
Combined
Guarantor
Subsidiaries |
|
|
Non-Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
2,299 |
|
|
$ |
394,335 |
|
|
$ |
72,916 |
|
|
$ |
(31,807 |
) |
|
$ |
437,743 |
|
Total expenses
|
|
|
19,440 |
|
|
|
292,936 |
|
|
|
73,231 |
|
|
|
(31,807 |
) |
|
|
353,800 |
|
Operating (loss)
income
|
|
|
(17,141 |
) |
|
|
101,399 |
|
|
|
(315 |
) |
|
|
— |
|
|
|
83,943 |
|
Interest and other
(expense) income, net
|
|
|
(19,288 |
) |
|
|
13,138 |
|
|
|
(7,966 |
) |
|
|
(25 |
) |
|
|
(14,141 |
) |
Net (loss)
income
|
|
|
(57,381 |
) |
|
|
108,623 |
|
|
|
(8,259 |
) |
|
|
(25 |
) |
|
|
42,958 |
|
|
|
|
|
Condensed Consolidating
Statement of Cash Flows
For The Nine
Months Ended August 31, 2010 |
|
|
|
Parent
Company |
|
|
Combined
Guarantor
Subsidiaries |
|
|
Non-Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided
by operating activities
|
|
$ |
(53,624 |
) |
|
$ |
144,492 |
|
|
$ |
18,525 |
|
|
$ |
(184 |
) |
|
$ |
109,209 |
|
Net cash provided by (used
in) investing activities
|
|
|
128,105 |
|
|
|
(191,510 |
) |
|
|
(23,534 |
) |
|
|
184 |
|
|
|
(86,755 |
) |
Net cash used in financing
activities
|
|
|
(88,161 |
) |
|
|
(3,640 |
) |
|
|
— |
|
|
|
— |
|
|
|
(91,801 |
) |
|
|
|
|
Condensed Consolidating
Statement of Cash Flows
For The Nine
Months Ended August 31, 2011 |
|
|
|
Parent
Company |
|
|
Combined
Guarantor
Subsidiaries |
|
|
Non-Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided
by operating activities
|
|
$ |
(5,441 |
) |
|
$ |
167,393 |
|
|
$ |
14,371 |
|
|
$ |
(23,724 |
) |
|
$ |
152,599 |
|
Net cash provided by (used
in) investing activities
|
|
|
64,220 |
|
|
|
(169,324 |
) |
|
|
(10,671 |
) |
|
|
23,724 |
|
|
|
(92,051 |
) |
Net cash used in financing
activities
|
|
|
(47,226 |
) |
|
|
(1,180 |
) |
|
|
(429 |
) |
|
|
— |
|
|
|
(48,835 |
) |
|