| SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
On December 7, 2012, the Company issued $200.0 million aggregate principal amount of its 7.750% Senior Notes. The Company’s payment obligations under the 7.750% Senior Notes are jointly and severally guaranteed by all of the Company’s existing wholly-owned U.S. subsidiaries that guarantee the Revolving Credit Facility and its future U.S. subsidiaries that guarantee the Revolving Credit Facility or other material indebtedness the Company may incur in the future (the “Guarantors”). All the Guarantors currently guarantee the Revolving Credit Facility. The guarantees of the Guarantors are full and unconditional.
As a result of the guarantee arrangements, the Company is presenting the following condensed consolidating balance sheets, statements of operations, comprehensive income and cash flows for Era Group Inc. (“Parent Company Only”), for the Guarantors and for our other subsidiaries (“Non-Guarantor Subsidiaries”).
Supplemental Condensed Consolidating Balance Sheet as of June 30, 2013 |
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
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|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands, except share data) |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
16,437 |
|
|
$ |
9,547 |
|
|
$ |
1,361 |
|
|
$ |
— |
|
|
$ |
27,345 |
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
Trade, net of allowance for doubtful accounts of $3,010 |
|
— |
|
|
40,362 |
|
|
— |
|
|
— |
|
|
40,362 |
|
Other |
|
131 |
|
|
14,814 |
|
|
— |
|
|
(55 |
) |
|
14,890 |
|
Intercompany receivables |
|
558,767 |
|
|
— |
|
|
— |
|
|
(558,767 |
) |
|
— |
|
Inventories, net |
|
— |
|
|
26,223 |
|
|
— |
|
|
— |
|
|
26,223 |
|
Deferred income taxes |
|
6,043 |
|
|
— |
|
|
— |
|
|
(2,401 |
) |
|
3,642 |
|
Prepaid expenses and other |
|
47 |
|
|
2,807 |
|
|
— |
|
|
— |
|
|
2,854 |
|
Escrow deposits |
|
|
|
|
16,010 |
|
|
— |
|
|
— |
|
|
16,010 |
|
Total current assets |
|
581,425 |
|
|
109,763 |
|
|
1,361 |
|
|
(561,223 |
) |
|
131,326 |
|
Property and Equipment |
|
— |
|
|
1,001,161 |
|
|
11,500 |
|
|
— |
|
|
1,012,661 |
|
Accumulated depreciation |
|
— |
|
|
(250,233 |
) |
|
(1,380 |
) |
|
— |
|
|
(251,613 |
) |
Net property and equipment |
|
— |
|
|
750,928 |
|
|
10,120 |
|
|
— |
|
|
761,048 |
|
Investments, at Equity, and Advances to 50% or Less Owned Companies |
|
— |
|
|
35,529 |
|
|
— |
|
|
— |
|
|
35,529 |
|
Investments, at Equity in Consolidated Subsidiaries |
|
100,308 |
|
|
— |
|
|
— |
|
|
(100,308 |
) |
|
— |
|
Goodwill |
|
— |
|
|
352 |
|
|
— |
|
|
— |
|
|
352 |
|
Other Assets |
|
5,832 |
|
|
11,468 |
|
|
— |
|
|
— |
|
|
17,300 |
|
Total Assets |
|
$ |
687,565 |
|
|
$ |
908,040 |
|
|
$ |
11,481 |
|
|
$ |
(661,531 |
) |
|
$ |
945,555 |
|
LIABILITIES AND EQUITY |
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|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
217 |
|
|
$ |
15,376 |
|
|
$ |
203 |
|
|
$ |
— |
|
|
$ |
15,796 |
|
Accrued wages and benefits |
|
— |
|
|
6,976 |
|
|
— |
|
|
— |
|
|
6,976 |
|
Accrued interest |
|
752 |
|
|
18 |
|
|
— |
|
|
— |
|
|
770 |
|
Intercompany payables |
|
10,739 |
|
|
535,018 |
|
|
11,284 |
|
|
(557,041 |
) |
|
— |
|
Current portion of long-term debt |
|
— |
|
|
2,787 |
|
|
— |
|
|
— |
|
|
2,787 |
|
Other current liabilities |
|
1,232 |
|
|
4,075 |
|
|
— |
|
|
(54 |
) |
|
5,253 |
|
Total current liabilities |
|
12,940 |
|
|
564,250 |
|
|
11,487 |
|
|
(557,095 |
) |
|
31,582 |
|
Long-Term Debt |
|
246,750 |
|
|
28,917 |
|
|
— |
|
|
— |
|
|
275,667 |
|
Deferred Income Taxes |
|
— |
|
|
207,460 |
|
|
— |
|
|
(2,973 |
) |
|
204,487 |
|
Deferred Gains and Other Liabilities |
|
— |
|
|
4,384 |
|
|
— |
|
|
1,563 |
|
|
5,947 |
|
Total liabilities |
|
259,690 |
|
|
805,011 |
|
|
11,487 |
|
|
(558,505 |
) |
|
517,683 |
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
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|
|
|
|
|
|
|
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|
Era Group Inc. stockholders' equity: |
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|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,181,559 issued and outstanding in 2013 (exclusive of 2,500 treasury shares) |
|
202 |
|
|
— |
|
|
— |
|
|
— |
|
|
202 |
|
Additional paid-in capital |
|
420,056 |
|
|
99,845 |
|
|
496 |
|
|
(100,341 |
) |
|
420,056 |
|
Retained earnings (accumulated deficit) |
|
7,724 |
|
|
3,187 |
|
|
(502 |
) |
|
(2,685 |
) |
|
7,724 |
|
Treasury shares, at cost (2,500 in 2013) |
|
(63 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(63 |
) |
Accumulated other comprehensive loss, net of tax |
|
(44 |
) |
|
— |
|
|
|
|
|
— |
|
|
(44 |
) |
|
|
427,875 |
|
|
103,032 |
|
|
(6 |
) |
|
(103,026 |
) |
|
427,875 |
|
Noncontrolling interest in subsidiary |
|
— |
|
|
(3 |
) |
|
— |
|
|
— |
|
|
(3 |
) |
Total equity |
|
427,875 |
|
|
103,029 |
|
|
(6 |
) |
|
(103,026 |
) |
|
427,872 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
687,565 |
|
|
$ |
908,040 |
|
|
$ |
11,481 |
|
|
$ |
(661,531 |
) |
|
$ |
945,555 |
|
Supplemental Condensed Consolidating Balance Sheet as of December 31, 2012 |
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands, except share data) |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,258 |
|
|
$ |
8,558 |
|
|
$ |
689 |
|
|
$ |
— |
|
|
$ |
11,505 |
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
Trade, net of allowance for doubtful accounts of $2,668 |
|
— |
|
|
48,217 |
|
|
310 |
|
|
— |
|
|
48,527 |
|
Other |
|
971 |
|
|
3,742 |
|
|
— |
|
|
— |
|
|
4,713 |
|
Due from SEACOR and affiliates |
|
560,327 |
|
|
— |
|
|
— |
|
|
(560,327 |
) |
|
— |
|
Inventories, net |
|
— |
|
|
26,650 |
|
|
— |
|
|
— |
|
|
26,650 |
|
Deferred income taxes |
|
4,625 |
|
|
— |
|
|
— |
|
|
(983 |
) |
|
3,642 |
|
Prepaid expenses and other |
|
— |
|
|
1,803 |
|
|
— |
|
|
— |
|
|
1,803 |
|
Total current assets |
|
568,181 |
|
|
88,970 |
|
|
999 |
|
|
(561,310 |
) |
|
96,840 |
|
Property and Equipment |
|
— |
|
|
1,018,776 |
|
|
11,500 |
|
|
— |
|
|
1,030,276 |
|
Accumulated depreciation |
|
— |
|
|
(241,436 |
) |
|
(1,035 |
) |
|
— |
|
|
(242,471 |
) |
Net property and equipment |
|
— |
|
|
777,340 |
|
|
10,465 |
|
|
— |
|
|
787,805 |
|
Investments, at Equity, and Advances to 50% or Less Owned Companies |
|
— |
|
|
34,696 |
|
|
— |
|
|
— |
|
|
34,696 |
|
Investments, at Equity in Consolidated Subsidiaries |
|
100,101 |
|
|
9,782 |
|
|
— |
|
|
(109,883 |
) |
|
— |
|
Goodwill |
|
— |
|
|
352 |
|
|
— |
|
|
— |
|
|
352 |
|
Other Assets |
|
5,958 |
|
|
24,374 |
|
|
— |
|
|
(12,461 |
) |
|
17,871 |
|
Total Assets |
|
$ |
674,240 |
|
|
$ |
935,514 |
|
|
$ |
11,464 |
|
|
$ |
(683,654 |
) |
|
$ |
937,564 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
— |
|
|
$ |
15,618 |
|
|
$ |
85 |
|
|
$ |
— |
|
|
$ |
15,703 |
|
Accrued wages and benefits |
|
— |
|
|
4,576 |
|
|
— |
|
|
— |
|
|
4,576 |
|
Accrued interest |
|
1,357 |
|
|
44 |
|
|
— |
|
|
— |
|
|
1,401 |
|
Intercompany payables |
|
5,491 |
|
|
560,323 |
|
|
10,965 |
|
|
(576,779 |
) |
|
— |
|
Current portion of long-term debt |
|
— |
|
|
2,787 |
|
|
— |
|
|
— |
|
|
2,787 |
|
Other current liabilities |
|
1,445 |
|
|
3,787 |
|
|
— |
|
|
— |
|
|
5,232 |
|
Total current liabilities |
|
8,293 |
|
|
587,135 |
|
|
11,050 |
|
|
(576,779 |
) |
|
29,699 |
|
Long-Term Debt |
|
246,637 |
|
|
30,311 |
|
|
— |
|
|
— |
|
|
276,948 |
|
Deferred Income Taxes |
|
— |
|
|
204,520 |
|
|
— |
|
|
(984 |
) |
|
203,536 |
|
Deferred Gains and Other Liabilities |
|
— |
|
|
7,864 |
|
|
— |
|
|
— |
|
|
7,864 |
|
Total liabilities |
|
254,930 |
|
|
829,830 |
|
|
11,050 |
|
|
(577,763 |
) |
|
518,047 |
|
Series A Preferred Stock, at redemption value; $0.01 par value, 10,000,000 shares authorized; none issued and outstanding in 2013; 1,400,000 shares issued and outstanding in 2012 |
|
144,232 |
|
|
— |
|
|
— |
|
|
— |
|
|
144,232 |
|
Equity: |
|
|
|
|
|
|
|
|
|
|
Era Group Inc. stockholders' equity: |
|
|
|
|
|
|
|
|
|
|
Class B common stock, $0.01 par value, 60,000,000 shares authorized; 24,500,000 issued and outstanding |
|
245 |
|
|
— |
|
|
— |
|
|
— |
|
|
245 |
|
Additional paid-in capital |
|
278,838 |
|
|
109,674 |
|
|
496 |
|
|
(110,170 |
) |
|
278,838 |
|
Accumulated deficit |
|
(4,025 |
) |
|
(4,217 |
) |
|
(82 |
) |
|
4,299 |
|
|
(4,025 |
) |
Accumulated other comprehensive income, net of tax |
|
20 |
|
|
20 |
|
|
— |
|
|
(20 |
) |
|
20 |
|
|
|
275,078 |
|
|
105,477 |
|
|
414 |
|
|
(105,891 |
) |
|
275,078 |
|
Noncontrolling interest in subsidiary |
|
— |
|
|
207 |
|
|
— |
|
|
— |
|
|
207 |
|
Total equity |
|
275,078 |
|
|
105,684 |
|
|
414 |
|
|
(105,891 |
) |
|
275,285 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
674,240 |
|
|
$ |
935,514 |
|
|
$ |
11,464 |
|
|
$ |
(683,654 |
) |
|
$ |
937,564 |
|
Supplemental Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Operating Revenues |
|
$ |
— |
|
|
$ |
73,913 |
|
|
$ |
324 |
|
|
$ |
— |
|
|
$ |
74,237 |
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Operating |
|
— |
|
|
46,742 |
|
|
203 |
|
|
— |
|
|
46,945 |
|
Administrative and general |
|
1,602 |
|
|
7,942 |
|
|
1 |
|
|
— |
|
|
9,545 |
|
Depreciation |
|
— |
|
|
11,259 |
|
|
172 |
|
|
— |
|
|
11,431 |
|
|
|
1,602 |
|
|
65,943 |
|
|
376 |
|
|
— |
|
|
67,921 |
|
Gains on Asset Dispositions, Net |
|
— |
|
|
4,476 |
|
|
— |
|
|
— |
|
|
4,476 |
|
Operating Income (Loss) |
|
(1,602 |
) |
|
12,446 |
|
|
(52 |
) |
|
— |
|
|
10,792 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
19 |
|
|
130 |
|
|
1 |
|
|
— |
|
|
150 |
|
Interest expense |
|
(4,384 |
) |
|
(229 |
) |
|
— |
|
|
— |
|
|
(4,613 |
) |
Intercompany interest |
|
8,102 |
|
|
(7,944 |
) |
|
(158 |
) |
|
— |
|
|
— |
|
Derivative gains, net |
|
— |
|
|
21 |
|
|
— |
|
|
— |
|
|
21 |
|
Foreign currency gains, net |
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
Other, net |
|
6 |
|
|
2 |
|
|
1 |
|
|
— |
|
|
9 |
|
|
|
3,743 |
|
|
(7,705 |
) |
|
(156 |
) |
|
— |
|
|
(4,118 |
) |
Income (Loss) Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies and Subsidiaries |
|
2,141 |
|
|
4,741 |
|
|
(208 |
) |
|
— |
|
|
6,674 |
|
Income Tax Expense |
|
778 |
|
|
1,620 |
|
|
— |
|
|
— |
|
|
2,398 |
|
Income (Loss) Before Equity in Earnings of 50% or Less Owned Companies and Subsidiaries |
|
1,363 |
|
|
3,121 |
|
|
(208 |
) |
|
— |
|
|
4,276 |
|
Equity in Earnings of 50% or Less Owned Companies, Net of Tax |
|
— |
|
|
674 |
|
|
— |
|
|
— |
|
|
674 |
|
Equity in Earnings (Losses) of Subsidiaries |
|
3,587 |
|
|
— |
|
|
— |
|
|
(3,587 |
) |
|
— |
|
Net Income (Loss) |
|
4,950 |
|
|
3,795 |
|
|
(208 |
) |
|
(3,587 |
) |
|
4,950 |
|
Net Loss attributable to Noncontrolling Interest in Subsidiary |
|
— |
|
|
105 |
|
|
— |
|
|
— |
|
|
105 |
|
Net Income (Loss) attributable to Era Group Inc. |
|
4,950 |
|
|
3,900 |
|
|
(208 |
) |
|
(3,587 |
) |
|
5,055 |
|
Net Income (Loss) attributable to Common Shares |
|
$ |
4,950 |
|
|
$ |
3,900 |
|
|
$ |
(208 |
) |
|
$ |
(3,587 |
) |
|
$ |
5,055 |
|
Supplemental Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Operating Revenues |
|
$ |
— |
|
|
$ |
141,285 |
|
|
$ |
679 |
|
|
$ |
— |
|
|
$ |
141,964 |
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Operating |
|
— |
|
|
89,624 |
|
|
437 |
|
|
— |
|
|
90,061 |
|
Administrative and general |
|
2,898 |
|
|
15,780 |
|
|
1 |
|
|
— |
|
|
18,679 |
|
Depreciation |
|
— |
|
|
22,747 |
|
|
345 |
|
|
— |
|
|
23,092 |
|
|
|
2,898 |
|
|
128,151 |
|
|
783 |
|
|
— |
|
|
131,832 |
|
Gains on Asset Dispositions, Net |
|
— |
|
|
15,277 |
|
|
— |
|
|
— |
|
|
15,277 |
|
Operating Income (Loss) |
|
(2,898 |
) |
|
28,411 |
|
|
(104 |
) |
|
— |
|
|
25,409 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
35 |
|
|
260 |
|
|
2 |
|
|
— |
|
|
297 |
|
Interest expense |
|
(8,857 |
) |
|
(488 |
) |
|
— |
|
|
— |
|
|
(9,345 |
) |
Intercompany interest |
|
16,500 |
|
|
(16,182 |
) |
|
(318 |
) |
|
— |
|
|
— |
|
SEACOR management fees |
|
(168 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(168 |
) |
Derivative gains, net |
|
— |
|
|
18 |
|
|
— |
|
|
— |
|
|
18 |
|
Foreign currency (losses) gains, net |
|
(1 |
) |
|
57 |
|
|
— |
|
|
— |
|
|
56 |
|
Other, net |
|
6 |
|
|
6 |
|
|
— |
|
|
— |
|
|
12 |
|
|
|
7,515 |
|
|
(16,329 |
) |
|
(316 |
) |
|
— |
|
|
(9,130 |
) |
Income (Loss) Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies and Subsidiaries |
|
4,617 |
|
|
12,082 |
|
|
(420 |
) |
|
— |
|
|
16,279 |
|
Income Tax Expense |
|
289 |
|
|
5,687 |
|
|
— |
|
|
— |
|
|
5,976 |
|
Income (Loss) Before Equity in Earnings of 50% or Less Owned Companies and Subsidiaries |
|
4,328 |
|
|
6,395 |
|
|
(420 |
) |
|
— |
|
|
10,303 |
|
Equity in Earnings of 50% or Less Owned Companies, Net of Tax |
|
— |
|
|
1,236 |
|
|
— |
|
|
— |
|
|
1,236 |
|
Equity in Earnings (Losses) of Subsidiaries |
|
7,211 |
|
|
— |
|
|
— |
|
|
(7,211 |
) |
|
— |
|
Net Income (Loss) |
|
11,539 |
|
|
7,631 |
|
|
(420 |
) |
|
(7,211 |
) |
|
11,539 |
|
Net Loss attributable to Noncontrolling Interest in Subsidiary |
|
— |
|
|
210 |
|
|
— |
|
|
— |
|
|
210 |
|
Net Income (Loss) attributable to Era Group Inc. |
|
11,539 |
|
|
7,841 |
|
|
(420 |
) |
|
(7,211 |
) |
|
11,749 |
|
Accretion of redemption value on Series A Preferred Stock |
|
721 |
|
|
— |
|
|
— |
|
|
— |
|
|
721 |
|
Net Income (Loss) attributable to Common Shares |
|
$ |
10,818 |
|
|
$ |
7,841 |
|
|
$ |
(420 |
) |
|
$ |
(7,211 |
) |
|
$ |
11,028 |
|
Supplemental Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Operating Revenues |
|
$ |
— |
|
|
$ |
62,985 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
62,985 |
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Operating |
|
— |
|
|
39,002 |
|
|
— |
|
|
— |
|
|
39,002 |
|
Administrative and general |
|
289 |
|
|
6,906 |
|
|
— |
|
|
— |
|
|
7,195 |
|
Depreciation |
|
— |
|
|
10,464 |
|
|
— |
|
|
— |
|
|
10,464 |
|
|
|
289 |
|
|
56,372 |
|
|
— |
|
|
— |
|
|
56,661 |
|
Gains on Asset Dispositions, Net |
|
— |
|
|
1,077 |
|
|
— |
|
|
— |
|
|
1,077 |
|
Operating Income (Loss) |
|
(289 |
) |
|
7,690 |
|
|
— |
|
|
— |
|
|
7,401 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
16 |
|
|
233 |
|
|
— |
|
|
— |
|
|
249 |
|
Interest expense |
|
(2,100 |
) |
|
(280 |
) |
|
— |
|
|
— |
|
|
(2,380 |
) |
Intercompany interest |
|
4,275 |
|
|
(4,275 |
) |
|
— |
|
|
— |
|
|
— |
|
SEACOR management fees |
|
(500 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(500 |
) |
Derivative losses, net |
|
— |
|
|
(180 |
) |
|
— |
|
|
— |
|
|
(180 |
) |
Foreign currency losses, net |
|
— |
|
|
(12 |
) |
|
— |
|
|
— |
|
|
(12 |
) |
|
|
1,691 |
|
|
(4,514 |
) |
|
— |
|
|
— |
|
|
(2,823 |
) |
Income Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies and Subsidiaries |
|
1,402 |
|
|
3,176 |
|
|
— |
|
|
— |
|
|
4,578 |
|
Income Tax Expense |
|
691 |
|
|
995 |
|
|
— |
|
|
— |
|
|
1,686 |
|
Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies and Subsidiaries |
|
711 |
|
|
2,181 |
|
|
— |
|
|
— |
|
|
2,892 |
|
Equity in Earnings of 50% or Less Owned Companies, Net of Tax |
|
— |
|
|
757 |
|
|
— |
|
|
— |
|
|
757 |
|
Equity in Earnings (Losses) of Subsidiaries |
|
2,938 |
|
|
— |
|
|
— |
|
|
(2,938 |
) |
|
— |
|
Net Income attributable to Era Group Inc. |
|
3,649 |
|
|
2,938 |
|
|
— |
|
|
(2,938 |
) |
|
3,649 |
|
Accretion of redemption value on Series A Preferred Stock |
|
2,135 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,135 |
|
Net Income attributable to Common Shares |
|
$ |
1,514 |
|
|
$ |
2,938 |
|
|
$ |
— |
|
|
$ |
(2,938 |
) |
|
$ |
1,514 |
|
Supplemental Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Operating Revenues |
|
$ |
— |
|
|
$ |
124,037 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
124,037 |
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Operating |
|
— |
|
|
78,678 |
|
|
— |
|
|
— |
|
|
78,678 |
|
Administrative and general |
|
2,908 |
|
|
13,964 |
|
|
— |
|
|
— |
|
|
16,872 |
|
Depreciation |
|
— |
|
|
20,094 |
|
|
— |
|
|
— |
|
|
20,094 |
|
|
|
2,908 |
|
|
112,736 |
|
|
— |
|
|
— |
|
|
115,644 |
|
Gains on Asset Dispositions, Net |
|
— |
|
|
2,842 |
|
|
— |
|
|
— |
|
|
2,842 |
|
Operating Income (Loss) |
|
(2,908 |
) |
|
14,143 |
|
|
— |
|
|
— |
|
|
11,235 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
50 |
|
|
531 |
|
|
— |
|
|
— |
|
|
581 |
|
Interest expense |
|
(3,771 |
) |
|
(577 |
) |
|
— |
|
|
— |
|
|
(4,348 |
) |
Intercompany interest |
|
8,009 |
|
|
(8,009 |
) |
|
— |
|
|
— |
|
|
— |
|
SEACOR management fees |
|
(1,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,000 |
) |
Derivative losses, net |
|
— |
|
|
(304 |
) |
|
— |
|
|
— |
|
|
(304 |
) |
Foreign currency gains, net |
|
— |
|
|
905 |
|
|
— |
|
|
— |
|
|
905 |
|
Other, net |
|
— |
|
|
30 |
|
|
— |
|
|
— |
|
|
30 |
|
|
|
3,288 |
|
|
(7,424 |
) |
|
— |
|
|
— |
|
|
(4,136 |
) |
Income Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies and Subsidiaries |
|
380 |
|
|
6,719 |
|
|
— |
|
|
— |
|
|
7,099 |
|
Income Tax Expense |
|
335 |
|
|
2,085 |
|
|
— |
|
|
— |
|
|
2,420 |
|
Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies and Subsidiaries |
|
45 |
|
|
4,634 |
|
|
— |
|
|
— |
|
|
4,679 |
|
Equity in Losses of 50% or Less Owned Companies, Net of Tax |
|
— |
|
|
(5,663 |
) |
|
— |
|
|
— |
|
|
(5,663 |
) |
Equity in Earnings (Losses) of Subsidiaries |
|
(1,029 |
) |
|
— |
|
|
— |
|
|
1,029 |
|
|
— |
|
Net Loss attributable to Era Group Inc. |
|
(984 |
) |
|
(1,029 |
) |
|
— |
|
|
1,029 |
|
|
(984 |
) |
Accretion of redemption value on Series A Preferred Stock |
|
4,235 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,235 |
|
Net Loss attributable to Common Shares |
|
$ |
(5,219 |
) |
|
$ |
(1,029 |
) |
|
$ |
— |
|
|
$ |
1,029 |
|
|
$ |
(5,219 |
) |
Supplemental Statement of Comprehensive Income (Loss) for the Three Months Ended June 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Income (Loss) |
|
$ |
4,950 |
|
|
$ |
3,795 |
|
|
$ |
(208 |
) |
|
$ |
(3,587 |
) |
|
$ |
4,950 |
|
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
64 |
|
|
64 |
|
|
— |
|
|
(64 |
) |
|
64 |
|
Income tax expense |
|
(23 |
) |
|
(23 |
) |
|
— |
|
|
23 |
|
|
(23 |
) |
|
|
41 |
|
|
41 |
|
|
— |
|
|
(41 |
) |
|
41 |
|
Comprehensive Income (Loss) |
|
4,991 |
|
|
3,836 |
|
|
(208 |
) |
|
(3,628 |
) |
|
4,991 |
|
Comprehensive Loss attributable to Noncontrolling Interest in Subsidiary |
|
105 |
|
|
105 |
|
|
— |
|
|
(105 |
) |
|
105 |
|
Comprehensive Income (Loss) attributable to Era Group Inc. |
|
$ |
5,096 |
|
|
$ |
3,941 |
|
|
$ |
(208 |
) |
|
$ |
(3,733 |
) |
|
$ |
5,096 |
|
Supplemental Statement of Comprehensive Income (Loss) for the Six Months Ended June 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Income (Loss) |
|
$ |
11,539 |
|
|
$ |
7,631 |
|
|
$ |
(420 |
) |
|
$ |
(7,211 |
) |
|
$ |
11,539 |
|
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
(98 |
) |
|
(98 |
) |
|
— |
|
|
98 |
|
|
$ |
(98 |
) |
Income tax benefit |
|
34 |
|
|
34 |
|
|
— |
|
|
(34 |
) |
|
$ |
34 |
|
|
|
(64 |
) |
|
(64 |
) |
|
— |
|
|
64 |
|
|
(64 |
) |
Comprehensive Income (Loss) |
|
11,475 |
|
|
7,567 |
|
|
(420 |
) |
|
(7,147 |
) |
|
11,475 |
|
Comprehensive Loss attributable to Noncontrolling Interest in Subsidiary |
|
210 |
|
|
210 |
|
|
— |
|
|
(210 |
) |
|
$ |
210 |
|
Comprehensive Income (Loss) attributable to Era Group Inc. |
|
$ |
11,685 |
|
|
$ |
7,777 |
|
|
$ |
(420 |
) |
|
$ |
(7,357 |
) |
|
$ |
11,685 |
|
Supplemental Statement of Comprehensive Income (Loss) for the Three Months Ended June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Income |
|
$ |
3,649 |
|
|
$ |
2,938 |
|
|
$ |
— |
|
|
$ |
(2,938 |
) |
|
$ |
3,649 |
|
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
(294 |
) |
|
(294 |
) |
|
— |
|
|
294 |
|
|
(294 |
) |
Income tax benefit |
|
103 |
|
|
103 |
|
|
— |
|
|
(103 |
) |
|
103 |
|
|
|
(191 |
) |
|
(191 |
) |
|
— |
|
|
191 |
|
|
(191 |
) |
Comprehensive Income (Loss) attributable to Era Group Inc. |
|
$ |
3,458 |
|
|
$ |
2,747 |
|
|
$ |
— |
|
|
$ |
(2,747 |
) |
|
$ |
3,458 |
|
Supplemental Statement of Comprehensive Income (Loss) for the Six Months Ended June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Income (Loss) |
|
$ |
(984 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(984 |
) |
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
|
$ |
— |
|
Foreign currency translation adjustments |
|
686 |
|
|
686 |
|
|
— |
|
|
(686 |
) |
|
$ |
686 |
|
Income tax expense |
|
(240 |
) |
|
(240 |
) |
|
— |
|
|
240 |
|
|
$ |
(240 |
) |
|
|
446 |
|
|
446 |
|
|
— |
|
|
(446 |
) |
|
446 |
|
Comprehensive Income (Loss) attributable to Era Group Inc. |
|
$ |
(538 |
) |
|
$ |
446 |
|
|
$ |
— |
|
|
$ |
(446 |
) |
|
$ |
(538 |
) |
Supplemental Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net cash provided by operating activities |
|
$ |
17,955 |
|
|
$ |
9,147 |
|
|
$ |
672 |
|
|
$ |
— |
|
|
$ |
27,774 |
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
— |
|
|
(30,643 |
) |
|
— |
|
|
— |
|
|
(30,643 |
) |
Proceeds from disposition of property and equipment |
|
— |
|
|
38,492 |
|
|
— |
|
|
— |
|
|
38,492 |
|
Principal payments on notes due from equity investees |
|
— |
|
|
713 |
|
|
— |
|
|
— |
|
|
713 |
|
Principal payments on third party notes receivable, net |
|
— |
|
|
551 |
|
|
— |
|
|
— |
|
|
551 |
|
Net increase in escrow deposits |
|
— |
|
|
(16,010 |
) |
|
— |
|
|
— |
|
|
(16,010 |
) |
Net cash used in investing activities |
|
— |
|
|
(6,897 |
) |
|
— |
|
|
— |
|
|
(6,897 |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
15,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,000 |
|
Payments on long-term debt |
|
(15,000 |
) |
|
(1,394 |
) |
|
— |
|
|
— |
|
|
(16,394 |
) |
Dividends paid on Series A preferred stock |
|
(4,953 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4,953 |
) |
Proceeds and tax benefits from share award plans |
|
535 |
|
|
— |
|
|
— |
|
|
— |
|
|
535 |
|
Settlement of SEACOR options with Era Group options |
|
706 |
|
|
— |
|
|
— |
|
|
— |
|
|
706 |
|
Net cash used in financing activities |
|
(3,712 |
) |
|
(1,394 |
) |
|
— |
|
|
— |
|
|
(5,106 |
) |
Effects of Exchange Rate Changes on Cash and Cash Equivalents |
|
(64 |
) |
|
133 |
|
|
— |
|
|
|
|
|
69 |
|
Net Increase in Cash and Cash Equivalents |
|
14,179 |
|
|
989 |
|
|
672 |
|
|
— |
|
|
15,840 |
|
Cash and Cash Equivalents, Beginning of Year |
|
2,258 |
|
|
8,558 |
|
|
689 |
|
|
— |
|
|
11,505 |
|
Cash and Cash Equivalents, End of Year |
|
$ |
16,437 |
|
|
$ |
9,547 |
|
|
$ |
1,361 |
|
|
$ |
— |
|
|
$ |
27,345 |
|
Supplemental Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net cash (used in) provided by operating activities |
|
$ |
(93,603 |
) |
|
$ |
68,637 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(24,966 |
) |
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
— |
|
|
(87,034 |
) |
|
— |
|
|
— |
|
|
(87,034 |
) |
Proceeds from disposition of property and equipment |
|
— |
|
|
4,526 |
|
|
— |
|
|
— |
|
|
4,526 |
|
Cash settlements on derivative transactions, net |
|
— |
|
|
(202 |
) |
|
— |
|
|
— |
|
|
(202 |
) |
Investments in and advances to 50% or less owned companies |
|
— |
|
|
(825 |
) |
|
— |
|
|
— |
|
|
(825 |
) |
Principal payments on notes due from equity investees |
|
— |
|
|
780 |
|
|
— |
|
|
— |
|
|
780 |
|
Principal payments on third party notes receivable, net |
|
— |
|
|
566 |
|
|
— |
|
|
— |
|
|
566 |
|
Net cash used in investing activities |
|
— |
|
|
(82,189 |
) |
|
— |
|
|
— |
|
|
(82,189 |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
— |
|
Proceeds from issuance of long-term debt |
|
38,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
38,000 |
|
Payments on long-term debt |
|
(30,000 |
) |
|
(1,394 |
) |
|
— |
|
|
— |
|
|
(31,394 |
) |
Issuance of Series B preferred stock |
|
30,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
30,000 |
|
Net cash provided by (used in) financing activities |
|
38,000 |
|
|
(1,394 |
) |
|
— |
|
|
— |
|
|
36,606 |
|
Effects of Exchange Rate Changes on Cash and Cash Equivalents |
|
— |
|
|
548 |
|
|
— |
|
|
— |
|
|
548 |
|
Net Decrease in Cash and Cash Equivalents |
|
(55,603 |
) |
|
(14,398 |
) |
|
— |
|
|
— |
|
|
(70,001 |
) |
Cash and Cash Equivalents, Beginning of Year |
|
63,044 |
|
|
16,078 |
|
|
— |
|
|
— |
|
|
79,122 |
|
Cash and Cash Equivalents, End of Year |
|
$ |
7,441 |
|
|
$ |
1,680 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
9,121 |
|
|