| Consolidating Financial Information |
CONSOLIDATING FINANCIAL INFORMATION
Certain of the Company’s subsidiaries have guaranteed its obligations under the $355.0 million outstanding principal amount of 8.25% notes due 2020. The following presents the condensed consolidating financial information for: | | • | Erickson Incorporated (the ‘‘Parent Company’’), the issuer of the guaranteed obligations; |
| | • | Guarantor subsidiaries, on a combined basis, as specified in the indenture related to the Company’s obligations under the 2020 Senior Notes; |
| | • | Non-guarantor subsidiaries, on a combined basis, which consist of the Company’s primarily foreign subsidiaries; |
| | • | Consolidating entries and eliminations represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the Parent Company investments in subsidiaries, and (c) record consolidating entries; and |
| | • | Erickson Incorporated and subsidiaries on a consolidated basis. |
Each guarantor subsidiary was 100% owned by the Parent Company as of the date of each condensed consolidating balance sheet presented. The 2020 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Changes in intercompany receivables and payables related to operations, such as intercompany sales or service charges, are included in cash flows from operating activities. Amounts presented in the following tables are in thousands.
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Balance Sheet
December 31, 2015 |
| Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Entries and Eliminations | | Consolidated | Assets | | | | | | | | | | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 13 |
| | $ | 71 |
| | $ | 2,045 |
| | $ | — |
| | $ | 2,129 |
| Restricted cash | — |
| | — |
| | 373 |
| | — |
| | 373 |
| Accounts receivable, net | 18,053 |
| | 15,887 |
| | 6,542 |
| | 38 |
| | 40,520 |
| Prepaid expenses and other current assets | 3,637 |
| | 1,028 |
| | 568 |
| | — |
| | 5,233 |
| Total current assets | 21,703 |
| | 16,986 |
| | 9,528 |
| | 38 |
| | 48,255 |
| Aircraft, net | 125,095 |
| | 60,501 |
| | 536 |
| | — |
| | 186,132 |
| Aircraft support parts, net | 111,735 |
| | 27,631 |
| | 288 |
| | (45 | ) | | 139,609 |
| Aircraft held for sale | 5,880 |
| | 5,316 |
| | 1,152 |
| | — |
| | 12,348 |
| Property, plant and equipment, net | 20,367 |
| | 4,606 |
| | 580 |
| | — |
| | 25,553 |
| Other assets | 311,798 |
| | 8,309 |
| | 624 |
| | (310,470 | ) | | 10,261 |
| Other intangible assets, net | 2,205 |
| | 13,582 |
| | — |
| | — |
| | 15,787 |
| Goodwill, net | — |
| | 160,533 |
| | 3,937 |
| | (762 | ) | | 163,708 |
| Total assets | $ | 598,783 |
| | $ | 297,464 |
| | $ | 16,645 |
| | $ | (311,239 | ) | | $ | 601,653 |
| Liabilities and equity (deficit) | | | | | | | | | | Current liabilities: | | | | | | | | | | Accounts payable | $ | 6,165 |
| | $ | 6,270 |
| | $ | 1,225 |
| | $ | — |
| | $ | 13,660 |
| Current portion of long-term debt | 7,292 |
| | 913 |
| | — |
| | — |
| | 8,205 |
| Accrued expenses and other current liabilities | 15,524 |
| | 1,588 |
| | 716 |
| | — |
| | 17,828 |
| Total current liabilities | 28,981 |
| | 8,771 |
| | 1,941 |
| | — |
| | 39,693 |
| Credit facility | 96,165 |
| | — |
| | — |
| | — |
| | 96,165 |
| Long-term debt, less current portion | 362,585 |
| | 2,197 |
| | — |
| | — |
| | 364,782 |
| Other liabilities | (30,830 | ) | | 26,046 |
| | 16,504 |
| | — |
| | 11,720 |
| Total liabilities | 456,901 |
| | 37,014 |
| | 18,445 |
| | — |
| | 512,360 |
| Equity (deficit): | | | | | | | | | | Erickson Incorporated shareholders’ equity (deficit): | | | | | | | | | | Common stock | 1 |
| | — |
| | 7,052 |
| | (7,052 | ) | | 1 |
| Additional paid-in capital | 181,259 |
| | 297,994 |
| | 33 |
| | (298,027 | ) | | 181,259 |
| Accumulated deficit | (34,322 | ) | | (37,544 | ) | | (7,545 | ) | | (5,490 | ) | | (84,901 | ) | Accumulated other comprehensive loss | (5,056 | ) | | — |
| | (1,974 | ) | | (759 | ) | | (7,789 | ) | Total shareholders’ equity (deficit) attributable to Erickson Incorporated | 141,882 |
| | 260,450 |
| | (2,434 | ) | | (311,328 | ) | | 88,570 |
| Noncontrolling interests | — |
| | — |
| | 634 |
| | 89 |
| | 723 |
| Total equity (deficit) | 141,882 |
| | 260,450 |
| | (1,800 | ) | | (311,239 | ) | | 89,293 |
| Total liabilities and equity (deficit) | $ | 598,783 |
| | $ | 297,464 |
| | $ | 16,645 |
| | $ | (311,239 | ) | | $ | 601,653 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Balance Sheet
December 31, 2014 |
| Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Entries and Eliminations | | Consolidated | Assets | | | | | | | | | | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 7 |
| | $ | 274 |
| | $ | 4,816 |
| | $ | — |
| | $ | 5,097 |
| Restricted cash | 136 |
| | — |
| | 431 |
| | — |
| | 567 |
| Accounts receivable, net | 13,117 |
| | 26,199 |
| | 4,990 |
| | 44 |
| | 44,350 |
| Prepaid expenses and other current assets | 7,036 |
| | 1,171 |
| | 1,228 |
| | 22 |
| | 9,457 |
| Total current assets | 20,296 |
| | 27,644 |
| | 11,465 |
| | 66 |
| | 59,471 |
| Aircraft, net | 134,594 |
| | 86,674 |
| | 4,127 |
| | — |
| | 225,395 |
| Aircraft support parts, net | 106,721 |
| | 30,482 |
| | 435 |
| | (45 | ) | | 137,593 |
| Property, plant and equipment, net | 18,937 |
| | 3,493 |
| | 1,031 |
| | — |
| | 23,461 |
| Other assets | 312,261 |
| | 4,337 |
| | 501 |
| | (305,093 | ) | | 12,006 |
| Other intangible assets, net | 2,205 |
| | 15,726 |
| | 2,122 |
| | — |
| | 20,053 |
| Goodwill, net | — |
| | 210,356 |
| | 5,647 |
| | (762 | ) | | 215,241 |
| Total assets | $ | 595,014 |
| | $ | 378,712 |
| | $ | 25,328 |
| | $ | (305,834 | ) | | $ | 693,220 |
| Liabilities and equity (deficit) | | | | | | | | | | Current liabilities: | | | | | | | | | | Accounts payable | $ | 6,021 |
| | $ | 11,465 |
| | $ | 2,358 |
| | $ | — |
| | $ | 19,844 |
| Current portion of long-term debt | 2,438 |
| | — |
| | — |
| | — |
| | 2,438 |
| Accrued expenses and other current liabilities | (54,974 | ) | | 49,166 |
| | 25,135 |
| | 22 |
| | 19,349 |
| Total current liabilities | (46,515 | ) | | 60,631 |
| | 27,493 |
| | 22 |
| | 41,631 |
| Credit facility | 87,062 |
| | — |
| | — |
| | — |
| | 87,062 |
| Long-term debt, less current portion | 360,359 |
| | — |
| | — |
| | — |
| | 360,359 |
| Other liabilities | 23,742 |
| | 708 |
| | (1,295 | ) | | — |
| | 23,155 |
| Total liabilities | 424,648 |
| | 61,339 |
| | 26,198 |
| | 22 |
| | 512,207 |
| Equity (deficit): | | | | | | | | | | Erickson Incorporated shareholders’ equity (deficit): | | | | | | | | | | Common stock | 1 |
| | — |
| | 1,675 |
| | (1,675 | ) | | 1 |
| Additional paid-in capital | 181,018 |
| | 297,994 |
| | 33 |
| | (298,027 | ) | | 181,018 |
| Retained earnings (accumulated deficit) | (8,993 | ) | | 19,379 |
| | (3,171 | ) | | (5,403 | ) | | 1,812 |
| Accumulated other comprehensive loss | (1,660 | ) | | — |
| | (41 | ) | | (843 | ) | | (2,544 | ) | Total shareholders’ equity (deficit) attributable to Erickson Incorporated | 170,366 |
| | 317,373 |
| | (1,504 | ) | | (305,948 | ) | | 180,287 |
| Noncontrolling interests | — |
| | — |
| | 634 |
| | 92 |
| | 726 |
| Total equity (deficit) | 170,366 |
| | 317,373 |
| | (870 | ) | | (305,856 | ) | | 181,013 |
| Total liabilities and equity (deficit) | $ | 595,014 |
| | $ | 378,712 |
| | $ | 25,328 |
| | $ | (305,834 | ) | | $ | 693,220 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statement of Operations
Year Ended December 31, 2015 |
| Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Entries and Eliminations | | Consolidated | Revenues, net | $ | 156,772 |
| | $ | 124,503 |
| | $ | 48,326 |
| | $ | (32,081 | ) | | $ | 297,520 |
| Cost of revenues | 109,062 |
| | 124,345 |
| | 48,623 |
| | (31,785 | ) | | 250,245 |
| Gross profit (loss) | 47,710 |
| | 158 |
| | (297 | ) | | (296 | ) | | 47,275 |
| Operating expenses: | | | | | | | | | | General and administrative | 25,244 |
| | 1,104 |
| | 2,543 |
| | — |
| | 28,891 |
| Research and development | 2,673 |
| | 2 |
| | — |
| | — |
| | 2,675 |
| Selling and marketing | 5,595 |
| | 19 |
| | 131 |
| | (296 | ) | | 5,449 |
| Impairment of goodwill | — |
| | 49,823 |
| | — |
| | — |
| | 49,823 |
| Impairment of other assets | 7,858 |
| | 5,939 |
| | 1,439 |
| | — |
| | 15,236 |
| Total operating expenses | 41,370 |
| | 56,887 |
| | 4,113 |
| | (296 | ) | | 102,074 |
| Operating income (loss) | 6,340 |
| | (56,729 | ) | | (4,410 | ) | | — |
| | (54,799 | ) | Interest expense, net | (36,402 | ) | | (387 | ) | | (284 | ) | | — |
| | (37,073 | ) | Other income (expense), net | (342 | ) | | 193 |
| | 672 |
| | (6 | ) | | 517 |
| Net loss before income taxes and noncontrolling interests | (30,404 | ) | | (56,923 | ) | | (4,022 | ) | | (6 | ) | | (91,355 | ) | Income tax expense (benefit) | (5,075 | ) | | — |
| | 352 |
| | — |
| | (4,723 | ) | Net loss | (25,329 | ) | | (56,923 | ) | | (4,374 | ) | | (6 | ) | | (86,632 | ) | Less: net income attributable to noncontrolling interests | — |
| | — |
| | — |
| | (81 | ) | | (81 | ) | Net loss attributable to Erickson Incorporated | $ | (25,329 | ) | | $ | (56,923 | ) | | $ | (4,374 | ) | | $ | (87 | ) | | $ | (86,713 | ) |
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statement of Operations
Year Ended December 31, 2014 |
| Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Entries and Eliminations | | Consolidated | Revenues net | $ | 151,502 |
| | $ | 163,094 |
| | $ | 55,663 |
| | $ | (23,650 | ) | | $ | 346,609 |
| Cost of revenues | 96,815 |
| | 145,054 |
| | 47,328 |
| | (23,482 | ) | | 265,715 |
| Gross profit | 54,687 |
| | 18,040 |
| | 8,335 |
| | (168 | ) | | 80,894 |
| Operating expenses: | | | | | | | | | | General and administrative | 22,280 |
| | 910 |
| | 3,416 |
| | — |
| | 26,606 |
| Research and development | 3,782 |
| | — |
| | — |
| | — |
| | 3,782 |
| Selling and marketing | 6,048 |
| | 595 |
| | 429 |
| | (168 | ) | | 6,904 |
| Impairment of goodwill | — |
| | 21,272 |
| | — |
| | — |
| | 21,272 |
| Total operating expenses | 32,110 |
| | 22,777 |
| | 3,845 |
| | (168 | ) | | 58,564 |
| Operating income (loss) | 22,577 |
| | (4,737 | ) | | 4,490 |
| | — |
| | 22,330 |
| Interest income (expense), net | (35,210 | ) | | 20 |
| | (610 | ) | | — |
| | (35,800 | ) | Other income (expense), net | (3,600 | ) | | 2,286 |
| | 229 |
| | (108 | ) | | (1,193 | ) | Net income (loss) before income taxes and noncontrolling interests | (16,233 | ) | | (2,431 | ) | | 4,109 |
| | (108 | ) | | (14,663 | ) | Income tax expense (benefit) | (6,433 | ) | | — |
| | 2,001 |
| | — |
| | (4,432 | ) | Net income (loss) | (9,800 | ) | | (2,431 | ) | | 2,108 |
| | (108 | ) | | (10,231 | ) | Less: net income attributable to noncontrolling interests | — |
| | — |
| | — |
| | (61 | ) | | (61 | ) | Net income (loss) attributable to Erickson Incorporated | $ | (9,800 | ) | | $ | (2,431 | ) | | $ | 2,108 |
| | $ | (169 | ) | | $ | (10,292 | ) |
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statement of Operations
Year Ended December 31, 2013 |
| Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Entries and Eliminations | | Consolidated | Revenues, net | $ | 161,500 |
| | $ | 128,109 |
| | $ | 52,852 |
| | $ | (24,240 | ) | | $ | 318,221 |
| Cost of revenues | 100,270 |
| | 100,429 |
| | 47,543 |
| | (24,211 | ) | | 224,031 |
| Gross profit | 61,230 |
| | 27,680 |
| | 5,309 |
| | (29 | ) | | 94,190 |
| Operating expenses: | | | | | | | | | | General and administrative | 27,775 |
| | 5,116 |
| | 4,844 |
| | (61 | ) | | 37,674 |
| Research and development | 4,000 |
| | — |
| | — |
| | — |
| | 4,000 |
| Selling and marketing | 4,577 |
| | 775 |
| | 123 |
| | 49 |
| | 5,524 |
| Total operating expenses | 36,352 |
| | 5,891 |
| | 4,967 |
| | (12 | ) | | 47,198 |
| Operating income | 24,878 |
| | 21,789 |
| | 342 |
| | (17 | ) | | 46,992 |
| Interest income (expense), net | (25,103 | ) | | 1 |
| | (73 | ) | | — |
| | (25,175 | ) | Other income (expense), net | (5,515 | ) | | 16 |
| | 33 |
| | (365 | ) | | (5,831 | ) | Net income (loss) before income taxes and noncontrolling interest | (5,740 | ) | | 21,806 |
| | 302 |
| | (382 | ) | | 15,986 |
| Income tax expense (benefit) | 5,311 |
| | (5 | ) | | 814 |
| | — |
| | 6,120 |
| Net income (loss) | (11,051 | ) | | 21,811 |
| | (512 | ) | | (382 | ) | | 9,866 |
| Less: net income attributable to noncontrolling interests | — |
| | — |
| | — |
| | (209 | ) | | (209 | ) | Net income (loss) attributable to Erickson Incorporated | $ | (11,051 | ) | | $ | 21,811 |
| | $ | (512 | ) | | $ | (591 | ) | | $ | 9,657 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2015 |
| Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Entries and Eliminations | | Consolidated | Cash flows from operating activities: | | | | | | | | | | Net loss | $ | (25,329 | ) | | $ | (56,923 | ) | | $ | (4,374 | ) | | $ | (6 | ) | | $ | (86,632 | ) | Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | | | | Depreciation and amortization | 23,391 |
| | 17,326 |
| | 1,597 |
| | — |
| | 42,314 |
| Impairment of goodwill | — |
| | 49,823 |
| | — |
| | — |
| | 49,823 |
| Impairment of other assets | 7,858 |
| | 5,939 |
| | 1,439 |
| | | | 15,236 |
| Deferred income taxes | (3,116 | ) | | — |
| | 173 |
| | — |
| | (2,943 | ) | Amortization of debt issuance costs | 2,660 |
| | — |
| | — |
| | — |
| | 2,660 |
| Non-cash interest expense | 886 |
| | — |
| | — |
| | — |
| | 886 |
| Stock-based compensation | 294 |
| | — |
| | — |
| | — |
| | 294 |
| Other non-cash (income) expense, net | 3,915 |
| | (31 | ) | | (29 | ) | | | | 3,855 |
| Changes in operating assets and liabilities: | | | | | | | | | | Accounts receivable | (4,938 | ) | | 10,311 |
| | (2,376 | ) | | 6 |
| | 3,003 |
| Prepaid expenses and other current assets | 3,006 |
| | 143 |
| | 832 |
| | 22 |
| | 4,003 |
| Aircraft support parts, net | 1,301 |
| | 2,148 |
| | (65 | ) | | — |
| | 3,384 |
| Aircraft held for sale | 2,000 |
| | 400 |
| | — |
| | — |
| | 2,400 |
| Other assets | 962 |
| | (1,122 | ) | | (117 | ) | | (1 | ) | | (278 | ) | Accounts payable | 145 |
| | (5,196 | ) | | (656 | ) | | — |
| | (5,707 | ) | Accrued expenses and other current liabilities | 11,827 |
| | (12,629 | ) | | 1,973 |
| | (20 | ) | | 1,151 |
| Other liabilities | (12,030 | ) | | (250 | ) | | — |
| | (1 | ) | | (12,281 | ) | Net cash provided by (used in) operating activities | 12,832 |
| | 9,939 |
| | (1,603 | ) | | — |
|
| 21,168 |
| Cash flows from investing activities: | | | | | | | | | | Purchases of aircraft and property, plant and equipment | (16,733 | ) | | (9,387 | ) | | (6 | ) | | — |
| | (26,126 | ) | Proceeds from sale-leaseback of aircraft | 5,078 |
| | — |
| | — |
| | — |
| | 5,078 |
| Restricted cash | 136 |
| | — |
| | (32 | ) | | — |
| | 104 |
| Net cash used in investing activities | (11,519 | ) | | (9,387 | ) | | (38 | ) | | — |
| | (20,944 | ) | Cash flows from financing activities: | | | | | | | | | | Credit facility borrowings | 188,890 |
| | — |
| | — |
| | — |
| | 188,890 |
| Credit facility payments | (180,231 | ) | | — |
| | — |
| | — |
| | (180,231 | ) | Long-term debt principal payments, including capital lease payments | (6,140 | ) | | (755 | ) | | — |
| | — |
| | (6,895 | ) | Other long-term borrowings | (156 | ) | | — |
| | — |
| | — |
| | (156 | ) | Debt issuance costs | (224 | ) | | — |
| | — |
| | — |
| | (224 | ) | Shares withheld for payment of taxes | (53 | ) | | — |
| | — |
| | — |
| | (53 | ) | Net cash provided by (used in) financing activities | 2,086 |
| | (755 | ) | | — |
| | — |
| | 1,331 |
| Effect of foreign currency exchange rates on cash and cash equivalents | (3,393 | ) | | — |
| | (1,130 | ) | | — |
| | (4,523 | ) | Net change in cash and cash equivalents | 6 |
| | (203 | ) | | (2,771 | ) | | — |
| | (2,968 | ) | Cash and cash equivalents at beginning of year | 7 |
| | 274 |
| | 4,816 |
| | — |
| | 5,097 |
| Cash and cash equivalents at end of year | $ | 13 |
| | $ | 71 |
| | $ | 2,045 |
| | $ | — |
| | $ | 2,129 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2014 |
| Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Entries and Eliminations | | Consolidated | Cash flows from operating activities: | | | | | | | | | | Net income (loss) | $ | (9,800 | ) | | $ | (2,431 | ) | | $ | 2,108 |
| | $ | (108 | ) | | $ | (10,231 | ) | Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | Depreciation and amortization | 23,366 |
| | 10,769 |
| | 768 |
| | — |
| | 34,903 |
| Impairment of goodwill | — |
| | 21,272 |
| | — |
| | — |
| | 21,272 |
| Deferred income taxes | (8,224 | ) | | — |
| | 434 |
| | — |
| | (7,790 | ) | Amortization of debt issuance costs | 2,433 |
| | — |
| | — |
| | — |
| | 2,433 |
| Non-cash interest expense | 324 |
| | — |
| | — |
| | — |
| | 324 |
| Stock-based compensation | 861 |
| | — |
| | — |
| | — |
| | 861 |
| Other non-cash income, net | (121 | ) | | (2,209 | ) | | (205 | ) | | — |
| | (2,535 | ) | Changes in operating assets and liabilities: | | | | | | | | | | Accounts receivable | 4,173 |
| | 14,361 |
| | 1,143 |
| | 42 |
| | 19,719 |
| Prepaid expenses and other current assets | (4,838 | ) | | (591 | ) | | 341 |
| | (22 | ) | | (5,110 | ) | Aircraft support parts, net | (17,900 | ) | | 1,177 |
| | (517 | ) | | — |
| | (17,240 | ) | Other assets | 1,741 |
| | 3,620 |
| | 241 |
| | — |
| | 5,602 |
| Accounts payable | (2,161 | ) | | (6,422 | ) | | (273 | ) | | — |
| | (8,856 | ) | Accrued expenses and other current liabilities | (4,809 | ) | | (14,760 | ) | | (475 | ) | | 21 |
| | (20,023 | ) | Other liabilities | (54 | ) | | 709 |
| | — |
| | — |
| | 655 |
| Net cash provided by (used in) operating activities | (15,009 | ) | | 25,495 |
| | 3,565 |
| | (67 | ) | | 13,984 |
| Cash flows from investing activities: | | | | | | | | | | Purchases of aircraft and property, plant and equipment | (30,110 | ) | | (25,574 | ) | | (1,123 | ) | | — |
| | (56,807 | ) | Proceeds from sale-leaseback of aircraft | 24,660 |
| | — |
| | — |
| | — |
| | 24,660 |
| Restricted cash | 13 |
| | 365 |
| | 1,844 |
| | — |
| | 2,222 |
| Increase in other assets | — |
| | — |
| | (126 | ) | | — |
| | (126 | ) | Dividends paid to noncontrolling interest | — |
| | — |
| | (136 | ) | | 67 |
| | (69 | ) | Net cash provided by (used in) investing activities | (5,437 | ) | | (25,209 | ) | | 459 |
| | 67 |
| | (30,120 | ) | Cash flows from financing activities: | | | | | | | | | | Proceeds from shareholders, net | 414 |
| | — |
| | — |
| | — |
| | 414 |
| Credit facility payments | (206,686 | ) | | — |
| | — |
| | — |
| | (206,686 | ) | Credit facility borrowings | 227,939 |
| | — |
| | — |
| | — |
| | 227,939 |
| Other long-term borrowings | 409 |
| | — |
| | — |
| | — |
| | 409 |
| Debt issuance costs | (371 | ) | | — |
| | — |
| | — |
| | (371 | ) | Shares withheld for payment of taxes | (211 | ) | | — |
| | — |
| | — |
| | (211 | ) | Net cash provided by financing activities | 21,494 |
| | — |
| | — |
| | — |
| | 21,494 |
| Effect of foreign currency exchange rates on cash and cash equivalents | (1,617 | ) | | — |
| | (525 | ) | | — |
| | (2,142 | ) | Net change in cash and cash equivalents | (569 | ) | | 286 |
| | 3,499 |
| | — |
| | 3,216 |
| Cash and cash equivalents at beginning of year | 576 |
| | (12 | ) | | 1,317 |
| | — |
| | 1,881 |
| Cash and cash equivalents at end of year | $ | 7 |
| | $ | 274 |
| | $ | 4,816 |
| | $ | — |
|
| $ | 5,097 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2013 |
| Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Entries and Eliminations | | Consolidated | Cash flows from operating activities: | | | | | | | | | | Net income (loss) | $ | (11,051 | ) | | $ | 21,811 |
| | $ | (512 | ) | | $ | (382 | ) | | $ | 9,866 |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | Depreciation and amortization | 25,535 |
| | 7,400 |
| | 393 |
| | — |
| | 33,328 |
| Deferred income taxes | 4,543 |
| | — |
| | 554 |
| | 117 |
| | 5,214 |
| Amortization of debt issuance costs | 2,067 |
| | — |
| | — |
| | — |
| | 2,067 |
| Non-cash interest expense | 1,877 |
| | — |
| | — |
| | — |
| | 1,877 |
| Stock-based compensation | 792 |
| | — |
| | — |
| | — |
| | 792 |
| Other non-cash (income) expense, net | 3,491 |
| | (23 | ) | | 47 |
| | — |
| | 3,515 |
| Changes in operating assets and liabilities: | | | | | | | | | | Accounts receivable | (5,866 | ) | | (15,440 | ) | | 298 |
| | 17 |
| | (20,991 | ) | Prepaid expenses and other current assets | (444 | ) | | 1,454 |
| | 332 |
| | — |
| | 1,342 |
| Aircraft support parts, net | (12,354 | ) | | (19,692 | ) | | — |
| | 45 |
| | (32,001 | ) | Other assets | (1,114 | ) | | (2,124 | ) | | 107 |
| | — |
| | (3,131 | ) | Accounts payable | 1,304 |
| | (21,376 | ) | | 570 |
| | — |
| | (19,502 | ) | Accrued expenses and other current liabilities | (45,424 | ) | | 43,153 |
| | (1,267 | ) | | (3,116 | ) | | (6,654 | ) | Other liabilities | (514 | ) | | — |
| | — |
| | — |
| | (514 | ) | Net cash provided by (used in) operating activities | (37,158 | ) | | 15,163 |
| | 522 |
| | (3,319 | ) | | (24,792 | ) | Cash flows from investing activities: | | | | | | | | | | Acquisition of businesses, net of cash acquired | (235,029 | ) | | 5,139 |
| | 22 |
| | 3,000 |
| | (226,868 | ) | Purchases of aircraft and property, plant and equipment | (35,530 | ) | | (19,950 | ) | | (624 | ) | | — |
| | (56,104 | ) | Restricted cash | 992 |
| | (364 | ) | | 330 |
| | — |
| | 958 |
| Purchase of intangible asset | (2,205 | ) | | — |
| | — |
| | — |
| | (2,205 | ) | Increase in other assets | 1,660 |
| | — |
| | (35 | ) | | — |
| | 1,625 |
| Dividends paid to noncontrolling interest | — |
| | — |
| | (651 | ) | | 310 |
| | (341 | ) | Net cash used in investing activities | (270,112 | ) | | (15,175 | ) | | (958 | ) | | 3,310 |
| | (282,935 | ) | Cash flows from financing activities: | | | | | | | | | | Credit facility payments | (250,215 | ) | | — |
| | — |
| | — |
| | (250,215 | ) | Credit facility borrowings | 246,377 |
| | — |
| | — |
| | — |
| | 246,377 |
| Long-term debt issuances | 400,000 |
| | — |
| | — |
| | — |
| | 400,000 |
| Long-term debt principal payments | (72,572 | ) | | — |
| | — |
| | — |
| | (72,572 | ) | Debt issuance costs | (14,986 | ) | | — |
| | — |
| | — |
| | (14,986 | ) | Shares withheld for payment of taxes | (716 | ) | | — |
| | — |
| | — |
| | (716 | ) | Net cash provided by financing activities | 307,888 |
| | — |
| | — |
| | — |
| | 307,888 |
| Effect of foreign currency exchange rates on cash and cash equivalents | (83 | ) | | — |
| | 326 |
| | 9 |
| | 252 |
| Net change in cash and cash equivalents | 535 |
| | (12 | ) | | (110 | ) | | — |
| | 413 |
| Cash and cash equivalents at beginning of year | 41 |
| | — |
| | 1,427 |
| | — |
| | 1,468 |
| Cash and cash equivalents at end of year | $ | 576 |
| | $ | (12 | ) | | $ | 1,317 |
| | $ | — |
| | $ | 1,881 |
|
|