|
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)
|
9 Months Ended |
|
Sep. 30, 2013
|
| Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
|
| Supplemental Condensed Consolidating Balance Sheet |
Supplemental Condensed Consolidating Balance Sheet as of September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands, except share data) |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
7,890 |
|
|
$ |
13,462 |
|
|
$ |
1,165 |
|
|
$ |
— |
|
|
$ |
22,517 |
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
Trade, net of allowance for doubtful accounts of $3,010 |
|
— |
|
|
48,012 |
|
|
140 |
|
|
— |
|
|
48,152 |
|
Other |
|
189 |
|
|
3,161 |
|
|
— |
|
|
(106 |
) |
|
3,244 |
|
Intercompany receivables |
|
543,821 |
|
|
11,436 |
|
|
— |
|
|
(555,257 |
) |
|
— |
|
Inventories, net |
|
— |
|
|
26,692 |
|
|
— |
|
|
— |
|
|
26,692 |
|
Deferred income taxes |
|
3,908 |
|
|
— |
|
|
— |
|
|
(266 |
) |
|
3,642 |
|
Prepaid expenses and other |
|
23 |
|
|
1,255 |
|
|
— |
|
|
— |
|
|
1,278 |
|
Escrow deposits |
|
— |
|
|
9,900 |
|
|
— |
|
|
— |
|
|
9,900 |
|
Total current assets |
|
555,831 |
|
|
113,918 |
|
|
1,305 |
|
|
(555,629 |
) |
|
115,425 |
|
Property and Equipment |
|
— |
|
|
1,003,407 |
|
|
11,500 |
|
|
— |
|
|
1,014,907 |
|
Accumulated depreciation |
|
— |
|
|
(253,746 |
) |
|
(1,553 |
) |
|
— |
|
|
(255,299 |
) |
Net property and equipment |
|
— |
|
|
749,661 |
|
|
9,947 |
|
|
— |
|
|
759,608 |
|
Investments, at Equity, and Advances to 50% or Less Owned Companies |
|
— |
|
|
36,113 |
|
|
— |
|
|
— |
|
|
36,113 |
|
Investments, at Equity in Consolidated Subsidiaries |
|
100,308 |
|
|
— |
|
|
— |
|
|
(100,308 |
) |
|
— |
|
Goodwill |
|
— |
|
|
352 |
|
|
— |
|
|
— |
|
|
352 |
|
Other Assets |
|
5,657 |
|
|
10,414 |
|
|
— |
|
|
— |
|
|
16,071 |
|
Total Assets |
|
$ |
661,796 |
|
|
$ |
910,458 |
|
|
$ |
11,252 |
|
|
$ |
(655,937 |
) |
|
$ |
927,569 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
953 |
|
|
$ |
15,795 |
|
|
$ |
48 |
|
|
$ |
— |
|
|
$ |
16,796 |
|
Accrued wages and benefits |
|
— |
|
|
8,937 |
|
|
— |
|
|
— |
|
|
8,937 |
|
Accrued interest |
|
4,607 |
|
|
18 |
|
|
— |
|
|
— |
|
|
4,625 |
|
Intercompany payables |
|
10,633 |
|
|
527,907 |
|
|
11,442 |
|
|
(549,982 |
) |
|
— |
|
Current portion of long-term debt |
|
— |
|
|
2,787 |
|
|
— |
|
|
— |
|
|
2,787 |
|
Other current liabilities |
|
— |
|
|
7,000 |
|
|
— |
|
|
(106 |
) |
|
6,894 |
|
Total current liabilities |
|
16,193 |
|
|
562,444 |
|
|
11,490 |
|
|
(550,088 |
) |
|
40,039 |
|
Long-Term Debt |
|
211,809 |
|
|
28,220 |
|
|
— |
|
|
— |
|
|
240,029 |
|
Deferred Income Taxes |
|
— |
|
|
209,238 |
|
|
— |
|
|
(755 |
) |
|
208,483 |
|
Deferred Gains and Other Liabilities |
|
— |
|
|
3,780 |
|
|
— |
|
|
1,563 |
|
|
5,343 |
|
Total liabilities |
|
228,002 |
|
|
803,682 |
|
|
11,490 |
|
|
(549,280 |
) |
|
493,894 |
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
|
|
Era Group Inc. stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 60,000,000 shares authorized; 20,189,522 issued and outstanding in 2013 (exclusive of 3,673 treasury shares) |
|
202 |
|
|
— |
|
|
— |
|
|
— |
|
|
202 |
|
Additional paid-in capital |
|
420,650 |
|
|
99,845 |
|
|
496 |
|
|
(100,341 |
) |
|
420,650 |
|
Retained earnings (accumulated deficit) |
|
12,928 |
|
|
7,050 |
|
|
(734 |
) |
|
(6,316 |
) |
|
12,928 |
|
Treasury shares, at cost (3,673 in 2013) |
|
(94 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(94 |
) |
Accumulated other comprehensive loss, net of tax |
|
108 |
|
|
— |
|
|
— |
|
|
— |
|
|
108 |
|
|
|
433,794 |
|
|
106,895 |
|
|
(238 |
) |
|
(106,657 |
) |
|
433,794 |
|
Noncontrolling interest in subsidiary |
|
— |
|
|
(119 |
) |
|
— |
|
|
— |
|
|
(119 |
) |
Total equity |
|
433,794 |
|
|
106,776 |
|
|
(238 |
) |
|
(106,657 |
) |
|
433,675 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
661,796 |
|
|
$ |
910,458 |
|
|
$ |
11,252 |
|
|
$ |
(655,937 |
) |
|
$ |
927,569 |
|
Supplemental Condensed Consolidating Balance Sheet as of December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 STOCKHOLDERS’ 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 |
Supplemental Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Operating Revenues |
|
$ |
— |
|
|
$ |
80,701 |
|
|
$ |
296 |
|
|
$ |
— |
|
|
$ |
80,997 |
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Operating |
|
— |
|
|
51,142 |
|
|
196 |
|
|
— |
|
|
51,338 |
|
Administrative and general |
|
1,665 |
|
|
8,016 |
|
|
2 |
|
|
— |
|
|
9,683 |
|
Depreciation |
|
— |
|
|
11,167 |
|
|
173 |
|
|
|
|
11,340 |
|
|
|
1,665 |
|
|
70,325 |
|
|
371 |
|
|
— |
|
|
72,361 |
|
Gains on Asset Dispositions, Net |
|
— |
|
|
2,560 |
|
|
— |
|
|
— |
|
|
2,560 |
|
Operating Income (Loss) |
|
(1,665 |
) |
|
12,936 |
|
|
(75 |
) |
|
— |
|
|
11,196 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
28 |
|
|
127 |
|
|
— |
|
|
— |
|
|
155 |
|
Interest expense |
|
(4,143 |
) |
|
(251 |
) |
|
— |
|
|
— |
|
|
(4,394 |
) |
Intercompany interest |
|
8,072 |
|
|
(7,916 |
) |
|
(156 |
) |
|
— |
|
|
— |
|
Derivative losses, net |
|
— |
|
|
(96 |
) |
|
— |
|
|
— |
|
|
(96 |
) |
Foreign currency gains, net |
|
1 |
|
|
408 |
|
|
— |
|
|
— |
|
|
409 |
|
Other, net |
|
7 |
|
|
— |
|
|
— |
|
|
— |
|
|
7 |
|
|
|
3,965 |
|
|
(7,728 |
) |
|
(156 |
) |
|
— |
|
|
(3,919 |
) |
Income (Loss) Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies and Subsidiaries |
|
2,300 |
|
|
5,208 |
|
|
(231 |
) |
|
— |
|
|
7,277 |
|
Income Tax Expense |
|
726 |
|
|
1,989 |
|
|
— |
|
|
|
|
2,715 |
|
Income (Loss) Before Equity in Earnings of 50% or Less Owned Companies and Subsidiaries |
|
1,574 |
|
|
3,219 |
|
|
(231 |
) |
|
— |
|
|
4,562 |
|
Equity in Earnings of 50% or Less Owned Companies, Net of Tax |
|
— |
|
|
526 |
|
|
— |
|
|
— |
|
|
526 |
|
Equity in Earnings (Losses) of Subsidiaries |
|
3,514 |
|
|
— |
|
|
— |
|
|
(3,514 |
) |
|
— |
|
Net Income (Loss) |
|
5,088 |
|
|
3,745 |
|
|
(231 |
) |
|
(3,514 |
) |
|
5,088 |
|
Net Loss Attributable to Noncontrolling Interest in Subsidiary |
|
— |
|
|
116 |
|
|
— |
|
|
— |
|
|
116 |
|
Net Income (Loss) Attributable to Era Group Inc. |
|
5,088 |
|
|
3,861 |
|
|
(231 |
) |
|
(3,514 |
) |
|
5,204 |
|
Net Income (Loss) Attributable to Common Shares |
|
$ |
5,088 |
|
|
$ |
3,861 |
|
|
$ |
(231 |
) |
|
$ |
(3,514 |
) |
|
$ |
5,204 |
|
Supplemental Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Operating Revenues |
|
$ |
— |
|
|
$ |
221,986 |
|
|
$ |
975 |
|
|
$ |
— |
|
|
$ |
222,961 |
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Operating |
|
— |
|
|
140,766 |
|
|
633 |
|
|
— |
|
|
141,399 |
|
Administrative and general |
|
4,563 |
|
|
23,796 |
|
|
3 |
|
|
— |
|
|
28,362 |
|
Depreciation |
|
— |
|
|
33,914 |
|
|
518 |
|
|
— |
|
|
34,432 |
|
|
|
4,563 |
|
|
198,476 |
|
|
1,154 |
|
|
— |
|
|
204,193 |
|
Gains on Asset Dispositions, Net |
|
— |
|
|
17,837 |
|
|
— |
|
|
— |
|
|
17,837 |
|
Operating Income (Loss) |
|
(4,563 |
) |
|
41,347 |
|
|
(179 |
) |
|
— |
|
|
36,605 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
63 |
|
|
387 |
|
|
2 |
|
|
— |
|
|
452 |
|
Interest expense |
|
(13,000 |
) |
|
(739 |
) |
|
— |
|
|
— |
|
|
(13,739 |
) |
Intercompany interest |
|
24,573 |
|
|
(24,098 |
) |
|
(475 |
) |
|
— |
|
|
— |
|
SEACOR management fees |
|
(168 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(168 |
) |
Derivative losses, net |
|
— |
|
|
(78 |
) |
|
— |
|
|
— |
|
|
(78 |
) |
Foreign currency gains, net |
|
— |
|
|
465 |
|
|
— |
|
|
— |
|
|
465 |
|
Other, net |
|
13 |
|
|
6 |
|
|
— |
|
|
— |
|
|
19 |
|
|
|
11,481 |
|
|
(24,057 |
) |
|
(473 |
) |
|
— |
|
|
(13,049 |
) |
Income (Loss) Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies and Subsidiaries |
|
6,918 |
|
|
17,290 |
|
|
(652 |
) |
|
— |
|
|
23,556 |
|
Income Tax Expense |
|
1,015 |
|
|
7,676 |
|
|
— |
|
|
— |
|
|
8,691 |
|
Income (Loss) Before Equity in Earnings of 50% or Less Owned Companies and Subsidiaries |
|
5,903 |
|
|
9,614 |
|
|
(652 |
) |
|
— |
|
|
14,865 |
|
Equity in Earnings of 50% or Less Owned Companies, Net of Tax |
|
— |
|
|
1,762 |
|
|
— |
|
|
— |
|
|
1,762 |
|
Equity in Earnings (Losses) of Subsidiaries |
|
10,724 |
|
|
— |
|
|
— |
|
|
(10,724 |
) |
|
— |
|
Net Income (Loss) |
|
16,627 |
|
|
11,376 |
|
|
(652 |
) |
|
(10,724 |
) |
|
16,627 |
|
Net Loss Attributable to Noncontrolling Interest in Subsidiary |
|
— |
|
|
326 |
|
|
— |
|
|
— |
|
|
326 |
|
Net Income (Loss) Attributable to Era Group Inc. |
|
16,627 |
|
|
11,702 |
|
|
(652 |
) |
|
(10,724 |
) |
|
16,953 |
|
Accretion of Redemption Value on Series A Preferred Stock |
|
721 |
|
|
— |
|
|
— |
|
|
— |
|
|
721 |
|
Net Income (Loss) Attributable to Common Shares |
|
$ |
15,906 |
|
|
$ |
11,702 |
|
|
$ |
(652 |
) |
|
$ |
(10,724 |
) |
|
$ |
16,232 |
|
Supplemental Condensed Consolidating Statement of Operations for the Three Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Operating Revenues |
|
$ |
— |
|
|
$ |
77,989 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
77,989 |
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Operating |
|
— |
|
|
46,235 |
|
|
— |
|
|
— |
|
|
46,235 |
|
Administrative and general |
|
397 |
|
|
9,941 |
|
|
— |
|
|
— |
|
|
10,338 |
|
Depreciation |
|
— |
|
|
10,937 |
|
|
— |
|
|
— |
|
|
10,937 |
|
|
|
397 |
|
|
67,113 |
|
|
— |
|
|
— |
|
|
67,510 |
|
Gains on Asset Dispositions, Net |
|
— |
|
|
613 |
|
|
— |
|
|
— |
|
|
613 |
|
Operating Income (Loss) |
|
(397 |
) |
|
11,489 |
|
|
— |
|
|
— |
|
|
11,092 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
10 |
|
|
174 |
|
|
— |
|
|
— |
|
|
184 |
|
Interest expense |
|
(2,269 |
) |
|
(274 |
) |
|
— |
|
|
— |
|
|
(2,543 |
) |
Intercompany interest |
|
4,765 |
|
|
(4,765 |
) |
|
— |
|
|
— |
|
|
— |
|
SEACOR management fees |
|
— |
|
|
(500 |
) |
|
— |
|
|
— |
|
|
(500 |
) |
Derivative losses, net |
|
— |
|
|
(188 |
) |
|
— |
|
|
— |
|
|
(188 |
) |
Foreign currency losses, net |
|
— |
|
|
(272 |
) |
|
— |
|
|
— |
|
|
(272 |
) |
|
|
2,506 |
|
|
(5,825 |
) |
|
— |
|
|
— |
|
|
(3,319 |
) |
Income Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies and Subsidiaries |
|
2,109 |
|
|
5,664 |
|
|
— |
|
|
— |
|
|
7,773 |
|
Income Tax Expense |
|
765 |
|
|
2,027 |
|
|
— |
|
|
— |
|
|
2,792 |
|
Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies and Subsidiaries |
|
1,344 |
|
|
3,637 |
|
|
— |
|
|
— |
|
|
4,981 |
|
Equity in Earnings of 50% or Less Owned Companies, Net of Tax |
|
— |
|
|
219 |
|
|
— |
|
|
— |
|
|
219 |
|
Equity in Earnings (Losses) of Subsidiaries |
|
3,856 |
|
|
— |
|
|
— |
|
|
(3,856 |
) |
|
— |
|
Net Income Attributable to Era Group Inc. |
|
5,200 |
|
|
3,856 |
|
|
— |
|
|
(3,856 |
) |
|
5,200 |
|
Accretion of Redemption Value on Series A Preferred Stock |
|
2,099 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,099 |
|
Net Income Attributable to Common Shares |
|
$ |
3,101 |
|
|
$ |
3,856 |
|
|
$ |
— |
|
|
$ |
(3,856 |
) |
|
$ |
3,101 |
|
Supplemental Condensed Consolidating Statement of Operations for the Nine Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Operating Revenues |
|
$ |
— |
|
|
$ |
202,026 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
202,026 |
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
Operating |
|
— |
|
|
124,913 |
|
|
— |
|
|
— |
|
|
124,913 |
|
Administrative and general |
|
3,305 |
|
|
23,904 |
|
|
1 |
|
|
— |
|
|
27,210 |
|
Depreciation |
|
— |
|
|
31,031 |
|
|
— |
|
|
— |
|
|
31,031 |
|
|
|
3,305 |
|
|
179,848 |
|
|
1 |
|
|
— |
|
|
183,154 |
|
Gains on Asset Dispositions, Net |
|
— |
|
|
3,455 |
|
|
— |
|
|
— |
|
|
3,455 |
|
Operating Income (Loss) |
|
(3,305 |
) |
|
25,633 |
|
|
(1 |
) |
|
— |
|
|
22,327 |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
60 |
|
|
705 |
|
|
— |
|
|
— |
|
|
765 |
|
Interest expense |
|
(6,041 |
) |
|
(850 |
) |
|
— |
|
|
— |
|
|
(6,891 |
) |
Intercompany interest |
|
12,774 |
|
|
(12,774 |
) |
|
— |
|
|
— |
|
|
— |
|
SEACOR management fees |
|
(1,000 |
) |
|
(500 |
) |
|
— |
|
|
— |
|
|
(1,500 |
) |
Derivative losses, net |
|
— |
|
|
(492 |
) |
|
— |
|
|
— |
|
|
(492 |
) |
Foreign currency gains, net |
|
— |
|
|
633 |
|
|
— |
|
|
— |
|
|
633 |
|
Other, net |
|
— |
|
|
30 |
|
|
— |
|
|
— |
|
|
30 |
|
|
|
5,793 |
|
|
(13,248 |
) |
|
— |
|
|
— |
|
|
(7,455 |
) |
Income Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies and Subsidiaries |
|
2,488 |
|
|
12,385 |
|
|
(1 |
) |
|
— |
|
|
14,872 |
|
Income Tax Expense |
|
1,100 |
|
|
4,112 |
|
|
— |
|
|
— |
|
|
5,212 |
|
Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies and Subsidiaries |
|
1,388 |
|
|
8,273 |
|
|
(1 |
) |
|
— |
|
|
9,660 |
|
Equity in Losses of 50% or Less Owned Companies, Net of Tax |
|
— |
|
|
(5,444 |
) |
|
— |
|
|
— |
|
|
(5,444 |
) |
Equity in Earnings (Losses) of Subsidiaries |
|
2,828 |
|
|
— |
|
|
— |
|
|
(2,828 |
) |
|
— |
|
Net Income (Loss) Attributable to Era Group Inc. |
|
4,216 |
|
|
2,829 |
|
|
(1 |
) |
|
(2,828 |
) |
|
4,216 |
|
Accretion of Redemption Value on Series A Preferred Stock |
|
6,334 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,334 |
|
Net Income (Loss) Attributable to Common Shares |
|
$ |
(2,118 |
) |
|
$ |
2,829 |
|
|
$ |
(1 |
) |
|
$ |
(2,828 |
) |
|
$ |
(2,118 |
) |
|
| Supplemental Statement of Comprehensive Income (Loss) |
Supplemental Statement of Comprehensive Income (Loss) for the Three Months Ended September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Income (Loss) |
|
$ |
5,088 |
|
|
$ |
3,745 |
|
|
$ |
(231 |
) |
|
$ |
(3,514 |
) |
|
$ |
5,088 |
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
234 |
|
|
234 |
|
|
— |
|
|
(234 |
) |
|
234 |
|
Income tax expense |
|
(82 |
) |
|
(82 |
) |
|
— |
|
|
82 |
|
|
(82 |
) |
|
|
152 |
|
|
152 |
|
|
— |
|
|
(152 |
) |
|
152 |
|
Comprehensive Income (Loss) |
|
5,240 |
|
|
3,897 |
|
|
(231 |
) |
|
(3,666 |
) |
|
5,240 |
|
Comprehensive Loss Attributable to Noncontrolling Interest in Subsidiary |
|
116 |
|
|
116 |
|
|
— |
|
|
(116 |
) |
|
116 |
|
Comprehensive Income (Loss) Attributable to Era Group Inc. |
|
$ |
5,356 |
|
|
$ |
4,013 |
|
|
$ |
(231 |
) |
|
$ |
(3,782 |
) |
|
$ |
5,356 |
|
Supplemental Statement of Comprehensive Income (Loss) for the Nine Months Ended September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Income (Loss) |
|
$ |
16,627 |
|
|
$ |
11,376 |
|
|
$ |
(652 |
) |
|
$ |
(10,724 |
) |
|
$ |
16,627 |
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
135 |
|
|
135 |
|
|
— |
|
|
(135 |
) |
|
135 |
|
Income tax expense |
|
(47 |
) |
|
(47 |
) |
|
— |
|
|
47 |
|
|
(47 |
) |
|
|
88 |
|
|
88 |
|
|
— |
|
|
(88 |
) |
|
88 |
|
Comprehensive Income (Loss) |
|
16,715 |
|
|
11,464 |
|
|
(652 |
) |
|
(10,812 |
) |
|
16,715 |
|
Comprehensive Loss Attributable to Noncontrolling Interest in Subsidiary |
|
326 |
|
|
326 |
|
|
— |
|
|
(326 |
) |
|
326 |
|
Comprehensive Income (Loss) Attributable to Era Group Inc. |
|
$ |
17,041 |
|
|
$ |
11,790 |
|
|
$ |
(652 |
) |
|
$ |
(11,138 |
) |
|
$ |
17,041 |
|
Supplemental Statement of Comprehensive Income for the Three Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Income |
|
$ |
5,200 |
|
|
$ |
3,856 |
|
|
$ |
— |
|
|
$ |
(3,856 |
) |
|
$ |
5,200 |
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
112 |
|
|
112 |
|
|
— |
|
|
(112 |
) |
|
112 |
|
Income tax expense |
|
(39 |
) |
|
(39 |
) |
|
— |
|
|
39 |
|
|
(39 |
) |
|
|
73 |
|
|
73 |
|
|
— |
|
|
(73 |
) |
|
73 |
|
Comprehensive Income Attributable to Era Group Inc. |
|
$ |
5,273 |
|
|
$ |
3,929 |
|
|
$ |
— |
|
|
$ |
(3,929 |
) |
|
$ |
5,273 |
|
Supplemental Statement of Comprehensive Income (Loss) for the Nine Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Income (Loss) |
|
$ |
4,216 |
|
|
$ |
2,829 |
|
|
$ |
(1 |
) |
|
$ |
(2,828 |
) |
|
$ |
4,216 |
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
— |
|
Foreign currency translation adjustments |
|
798 |
|
|
798 |
|
|
— |
|
|
(798 |
) |
|
798 |
|
Income tax expense |
|
(279 |
) |
|
(279 |
) |
|
— |
|
|
279 |
|
|
(279 |
) |
|
|
519 |
|
|
519 |
|
|
— |
|
|
(519 |
) |
|
519 |
|
Comprehensive Income (Loss) Attributable to Era Group Inc. |
|
$ |
4,735 |
|
|
$ |
3,348 |
|
|
$ |
(1 |
) |
|
$ |
(3,347 |
) |
|
$ |
4,735 |
|
|
| Supplemental Condensed Consolidating Statement of Cash Flows |
Supplemental Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Cash Provided by Operating Activities |
|
$ |
44,264 |
|
|
$ |
3,659 |
|
|
$ |
476 |
|
|
$ |
— |
|
|
$ |
48,399 |
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
— |
|
|
(48,223 |
) |
|
— |
|
|
— |
|
|
(48,223 |
) |
Proceeds from disposition of property and equipment |
|
— |
|
|
59,976 |
|
|
— |
|
|
— |
|
|
59,976 |
|
Principal payments on notes due from equity investees |
|
— |
|
|
856 |
|
|
— |
|
|
— |
|
|
856 |
|
Principal payments on third party notes receivable, net |
|
— |
|
|
592 |
|
|
— |
|
|
— |
|
|
592 |
|
Net increase in escrow deposits |
|
— |
|
|
(9,900 |
) |
|
— |
|
|
— |
|
|
(9,900 |
) |
Net cash provided by investing activities |
|
— |
|
|
3,301 |
|
|
— |
|
|
— |
|
|
3,301 |
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
15,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,000 |
|
Payments on long-term debt |
|
(50,000 |
) |
|
(2,091 |
) |
|
— |
|
|
— |
|
|
(52,091 |
) |
Dividends paid on Series A preferred stock |
|
(4,953 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4,953 |
) |
Proceeds and tax benefits from share award plans |
|
527 |
|
|
— |
|
|
— |
|
|
— |
|
|
527 |
|
Settlement of SEACOR options with Era Group options |
|
706 |
|
|
— |
|
|
— |
|
|
— |
|
|
706 |
|
Net cash used in financing activities |
|
(38,720 |
) |
|
(2,091 |
) |
|
— |
|
|
— |
|
|
(40,811 |
) |
Effects of Exchange Rate Changes on Cash and Cash Equivalents |
|
88 |
|
|
35 |
|
|
— |
|
|
— |
|
|
123 |
|
Net Increase in Cash and Cash Equivalents |
|
5,632 |
|
|
4,904 |
|
|
476 |
|
|
— |
|
|
11,012 |
|
Cash and Cash Equivalents, Beginning of Year |
|
2,258 |
|
|
8,558 |
|
|
689 |
|
|
— |
|
|
11,505 |
|
Cash and Cash Equivalents, End of Year |
|
$ |
7,890 |
|
|
$ |
13,462 |
|
|
$ |
1,165 |
|
|
$ |
— |
|
|
$ |
22,517 |
|
Supplemental Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Only |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|
|
(in thousands) |
Net Cash (Used in) Provided by Operating Activities |
|
$ |
(95,404 |
) |
|
$ |
77,513 |
|
|
$ |
10,800 |
|
|
$ |
— |
|
|
$ |
(7,091 |
) |
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
— |
|
|
(91,155 |
) |
|
— |
|
|
— |
|
|
(91,155 |
) |
Proceeds from disposition of property and equipment |
|
— |
|
|
4,887 |
|
|
— |
|
|
— |
|
|
4,887 |
|
Cash settlements on derivative transactions, net |
|
— |
|
|
(307 |
) |
|
— |
|
|
— |
|
|
(307 |
) |
Investments in and advances to 50% or less owned companies |
|
— |
|
|
(11,857 |
) |
|
— |
|
|
— |
|
|
(11,857 |
) |
Principal payments on notes due from equity investees |
|
— |
|
|
2,725 |
|
|
— |
|
|
— |
|
|
2,725 |
|
Principal payments on third party notes receivable, net |
|
— |
|
|
832 |
|
|
— |
|
|
— |
|
|
832 |
|
Investment in subsidiary with noncontrolling interest |
|
— |
|
|
10,789 |
|
|
(10,789 |
) |
|
— |
|
|
— |
|
Net cash used in investing activities |
|
— |
|
|
(84,086 |
) |
|
(10,789 |
) |
|
— |
|
|
(94,875 |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
38,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
38,000 |
|
Payments on long-term debt |
|
(100,000 |
) |
|
(2,090 |
) |
|
— |
|
|
— |
|
|
(102,090 |
) |
Dividends paid to parent |
|
(4,447 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4,447 |
) |
Intercompany debt, net |
|
100,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
100,000 |
|
Net cash provided by (used in) financing activities |
|
33,553 |
|
|
(2,090 |
) |
|
— |
|
|
— |
|
|
31,463 |
|
Effects of Exchange Rate Changes on Cash and Cash Equivalents |
|
593 |
|
|
20 |
|
|
— |
|
|
— |
|
|
613 |
|
Net (Decrease) Increase in Cash and Cash Equivalents |
|
(61,258 |
) |
|
(8,643 |
) |
|
11 |
|
|
— |
|
|
(69,890 |
) |
Cash and Cash Equivalents, Beginning of Year |
|
63,044 |
|
|
16,078 |
|
|
— |
|
|
— |
|
|
79,122 |
|
Cash and Cash Equivalents, End of Year |
|
$ |
1,786 |
|
|
$ |
7,435 |
|
|
$ |
11 |
|
|
$ |
— |
|
|
$ |
9,232 |
|
|