Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Condensed Consolidating Financial Information | |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information |
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The following condensed consolidating financial information is presented in accordance with Regulation S-X paragraph 210.3-10 because, in connection with the issuance by two pass-through trusts formed by Hawaiian (which is also referred to in this Note 12 as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this Note 12 as Parent Issuer / Guarantor), is fully and unconditionally guaranteeing the payment obligations of Hawaiian, which is a 100% owned subsidiary of the Company, under equipment notes issued by Hawaiian to purchase new aircraft. |
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Condensed consolidating financial statements are presented in the following tables: |
Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) |
Three months ended March 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent Issuer / | | Subsidiary | | Non-Guarantor | | Eliminations | | Consolidated |
Guarantor | Issuer / | Subsidiaries |
| Guarantor | |
| | (in thousands) |
Operating Revenue | | $ | — | | | $ | 539,207 | | | $ | 1,173 | | | $ | (100 | ) | | $ | 540,280 | |
|
Operating Expenses: | | | | | | | | | | | | | | | |
|
Aircraft fuel, including taxes and delivery | | — | | | 111,327 | | | — | | | — | | | 111,327 | |
|
Wages and benefits | | — | | | 120,014 | | | — | | | — | | | 120,014 | |
|
Aircraft rent | | — | | | 28,371 | | | — | | | — | | | 28,371 | |
|
Maintenance materials and repairs | | — | | | 54,913 | | | 332 | | | — | | | 55,245 | |
|
Aircraft and passenger servicing | | — | | | 28,316 | | | — | | | — | | | 28,316 | |
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Commissions and other selling | | 4 | | | 30,441 | | | 12 | | | (29 | ) | | 30,428 | |
|
Depreciation and amortization | | — | | | 24,432 | | | 747 | | | — | | | 25,179 | |
|
Other rentals and landing fees | | — | | | 22,831 | | | — | | | — | | | 22,831 | |
|
Other | | 1,985 | | | 45,321 | | | 170 | | | (71 | ) | | 47,405 | |
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Total | | 1,989 | | | 465,966 | | | 1,261 | | | (100 | ) | | 469,116 | |
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Operating Income (Loss) | | (1,989 | ) | | 73,241 | | | (88 | ) | | — | | | 71,164 | |
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Nonoperating Income (Expense): | | | | | | | | | | | | | | | |
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Undistributed net income of subsidiaries | | 32,563 | | | — | | | — | | | (32,563 | ) | | — | |
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Interest expense and amortization of debt discounts and issuance costs | | (1,436 | ) | | (14,082 | ) | | — | | | — | | | (15,518 | ) |
|
Interest income | | 56 | | | 580 | | | — | | | — | | | 636 | |
|
Capitalized interest | | — | | | 1,293 | | | — | | | — | | | 1,293 | |
|
Losses on fuel derivatives | | — | | | (5,687 | ) | | — | | | — | | | (5,687 | ) |
|
Loss on extinguishment of debt | | (6,955 | ) | | — | | | — | | | — | | | (6,955 | ) |
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Other, net | | — | | | (2,934 | ) | | — | | | — | | | (2,934 | ) |
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Total | | 24,228 | | | (20,830 | ) | | — | | | (32,563 | ) | | (29,165 | ) |
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Income (Loss) Before Income Taxes | | 22,239 | | | 52,411 | | | (88 | ) | | (32,563 | ) | | 41,999 | |
|
Income tax expense (benefit) | | (3,644 | ) | | 19,760 | | | — | | | — | | | 16,116 | |
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Net Income (Loss) | | $ | 25,883 | | | $ | 32,651 | | | $ | (88 | ) | | $ | (32,563 | ) | | $ | 25,883 | |
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Comprehensive Income (Loss) | | $ | 27,043 | | | $ | 33,811 | | | $ | (88 | ) | | $ | (33,723 | ) | | $ | 27,043 | |
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|
Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) |
Three months ended March 31, 2014 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent Issuer / | | Subsidiary | | Non-Guarantor | | Eliminations | | Consolidated |
Guarantor | Issuer / | Subsidiaries |
| Guarantor | |
| | (in thousands) |
Operating Revenue | | $ | — | | | $ | 524,327 | | | $ | 631 | | | $ | (100 | ) | | $ | 524,858 | |
|
Operating Expenses: | | | | | | | | | | | | | | | |
|
Aircraft fuel, including taxes and delivery | | — | | | 171,139 | | | — | | | — | | | 171,139 | |
|
Wages and benefits | | — | | | 107,494 | | | — | | | — | | | 107,494 | |
|
Aircraft rent | | — | | | 26,279 | | | — | | | — | | | 26,279 | |
|
Maintenance materials and repairs | | — | | | 58,298 | | | 12 | | | — | | | 58,310 | |
|
Aircraft and passenger servicing | | — | | | 30,221 | | | — | | | — | | | 30,221 | |
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Commissions and other selling | | — | | | 31,347 | | | 13 | | | (25 | ) | | 31,335 | |
|
Depreciation and amortization | | — | | | 22,712 | | | 99 | | | — | | | 22,811 | |
|
Other rentals and landing fees | | — | | | 20,562 | | | — | | | — | | | 20,562 | |
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Other | | 1,262 | | | 45,136 | | | 347 | | | (75 | ) | | 46,670 | |
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Total | | 1,262 | | | 513,188 | | | 471 | | | (100 | ) | | 514,821 | |
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Operating Income (Loss) | | (1,262 | ) | | 11,139 | | | 160 | | | — | | | 10,037 | |
|
Nonoperating Income (Expense): | | | | | | | | | | | | | | | |
|
Undistributed net loss of subsidiaries | | (2,807 | ) | | — | | | — | | | 2,807 | | | — | |
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Interest expense and amortization of debt discounts and issuance costs | | (2,180 | ) | | (12,830 | ) | | — | | | — | | | (15,010 | ) |
|
Interest income | | 39 | | | 180 | | | — | | | — | | | 219 | |
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Capitalized interest | | — | | | 2,776 | | | — | | | — | | | 2,776 | |
|
Losses on fuel derivatives | | — | | | (6,899 | ) | | — | | | — | | | (6,899 | ) |
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Other, net | | — | | | 585 | | | — | | | — | | | 585 | |
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Total | | (4,948 | ) | | (16,188 | ) | | — | | | 2,807 | | | (18,329 | ) |
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Income (Loss) Before Income Taxes | | (6,210 | ) | | (5,049 | ) | | 160 | | | 2,807 | | | (8,292 | ) |
|
Income tax benefit | | (1,135 | ) | | (2,082 | ) | | — | | | — | | | (3,217 | ) |
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Net Income (Loss) | | $ | (5,075 | ) | | $ | (2,967 | ) | | $ | 160 | | | $ | 2,807 | | | $ | (5,075 | ) |
|
Comprehensive Income (Loss) | | $ | (10,326 | ) | | $ | (8,218 | ) | | $ | 160 | | | $ | 8,058 | | | $ | (10,326 | ) |
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Condensed Consolidating Balance Sheets |
March 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent Issuer / | | Subsidiary | | Non-Guarantor | | Eliminations | | Consolidated |
Guarantor | Issuer / | Subsidiaries |
| Guarantor | |
| | (in thousands) |
ASSETS | | | | | | | | | | | | | | | |
|
Current assets: | | | | | | | | | | | | | | | |
|
Cash and cash equivalents | | $ | 65,356 | | | $ | 155,165 | | | $ | 5,595 | | | $ | — | | | $ | 226,116 | |
|
Restricted cash | | — | | | 5,000 | | | — | | | — | | | 5,000 | |
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Short-term investments | | — | | | 262,131 | | | — | | | — | | | 262,131 | |
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Accounts receivable, net | | 63 | | | 96,838 | | | 80 | | | (448 | ) | | 96,533 | |
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Spare parts and supplies, net | | — | | | 19,108 | | | — | | | — | | | 19,108 | |
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Deferred tax assets, net | | — | | | 22,703 | | | — | | | — | | | 22,703 | |
|
Prepaid expenses and other | | 61 | | | 46,839 | | | 119 | | | — | | | 47,019 | |
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Total | | 65,480 | | | 607,784 | | | 5,794 | | | (448 | ) | | 678,610 | |
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Property and equipment at cost | | — | | | 1,990,746 | | | 34,738 | | | — | | | 2,025,484 | |
|
Less accumulated depreciation and amortization | | — | | | (365,128 | ) | | (2,976 | ) | | — | | | (368,104 | ) |
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Property and equipment, net | | — | | | 1,625,618 | | | 31,762 | | | — | | | 1,657,380 | |
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Long-term prepayments and other | | 48 | | | 92,253 | | | 500 | | | — | | | 92,801 | |
|
Deferred tax assets, net | | 24,200 | | | — | | | — | | | (24,200 | ) | | — | |
|
Goodwill and other intangible assets, net | | — | | | 127,303 | | | — | | | — | | | 127,303 | |
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Intercompany receivable | | — | | | 162,479 | | | — | | | (162,479 | ) | | — | |
|
Investment in consolidated subsidiaries | | 386,266 | | | — | | | — | | | (386,266 | ) | | — | |
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TOTAL ASSETS | | $ | 475,994 | | | $ | 2,615,437 | | | $ | 38,056 | | | $ | (573,393 | ) | | $ | 2,556,094 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | |
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Current liabilities: | | | | | | | | | | | | | | | |
|
Accounts payable | | $ | 825 | | | $ | 102,690 | | | $ | 1,286 | | | $ | (448 | ) | | $ | 104,353 | |
|
Air traffic liability | | — | | | 520,766 | | | 2,346 | | | — | | | 523,112 | |
|
Other accrued liabilities | | 278 | | | 125,544 | | | 145 | | | — | | | 125,967 | |
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Current maturities of long-term debt, less discount, and capital lease obligations | | 7,762 | | | 93,016 | | | — | | | — | | | 100,778 | |
|
Total | | 8,865 | | | 842,016 | | | 3,777 | | | (448 | ) | | 854,210 | |
|
Long-term debt and capital lease obligations | | — | | | 861,632 | | | — | | | — | | | 861,632 | |
|
Intercompany payable | | 162,479 | | | — | | | — | | | (162,479 | ) | | — | |
|
Other liabilities and deferred credits: | | | | | | | | | | | | | | 0 | |
|
Accumulated pension and other postretirement benefit obligations | | — | | | 401,264 | | | — | | | — | | | 401,264 | |
|
Other liabilities and deferred credits | | 982 | | | 77,635 | | | 750 | | | — | | | 79,367 | |
|
Deferred tax liabilities, net | | — | | | 80,153 | | | — | | | (24,200 | ) | | 55,953 | |
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Total | | 982 | | | 559,052 | | | 750 | | | (24,200 | ) | | 536,584 | |
|
Shareholders’ equity | | 303,668 | | | 352,737 | | | 33,529 | | | (386,266 | ) | | 303,668 | |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 475,994 | | | $ | 2,615,437 | | | $ | 38,056 | | | $ | (573,393 | ) | | $ | 2,556,094 | |
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Condensed Consolidating Balance Sheets |
December 31, 2014 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent Issuer / | | Subsidiary | | Non-Guarantor | | Eliminations | | Consolidated |
Guarantor | Issuer / | Subsidiaries |
| Guarantor | |
| | (in thousands) |
ASSETS | | | | | | | | | | | | | | |
|
Current assets: | | | | | | | | | | | | | | | |
|
Cash and cash equivalents | | $ | 79,532 | | | $ | 179,676 | | | $ | 4,879 | | | $ | — | | | $ | 264,087 | |
|
Restricted cash | | — | | | 6,566 | | | — | | | — | | | 6,566 | |
|
Short-term investments | | — | | | 260,121 | | | — | | | — | | | 260,121 | |
|
Accounts receivable, net | | 63 | | | 80,289 | | | 531 | | | (146 | ) | | 80,737 | |
|
Spare parts and supplies, net | | — | | | 18,011 | | | — | | | — | | | 18,011 | |
|
Deferred tax assets, net | | — | | | 21,943 | | | — | | | — | | | 21,943 | |
|
Prepaid expenses and other | | 12 | | | 53,281 | | | 89 | | | — | | | 53,382 | |
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Total | | 79,607 | | | 619,887 | | | 5,499 | | | (146 | ) | | 704,847 | |
|
Property and equipment at cost | | — | | | 2,006,274 | | | 34,726 | | | — | | | 2,041,000 | |
|
Less accumulated depreciation and amortization | | — | | | (365,279 | ) | | (2,228 | ) | | — | | | (367,507 | ) |
|
Property and equipment, net | | — | | | 1,640,995 | | | 32,498 | | | — | | | 1,673,493 | |
|
Long-term prepayments and other | | 537 | | | 95,688 | | | — | | | — | | | 96,225 | |
|
Deferred tax assets, net | | 20,556 | | | — | | | — | | | (20,556 | ) | | — | |
|
Goodwill and other intangible assets, net | | — | | | 127,963 | | | — | | | — | | | 127,963 | |
|
Intercompany receivable | | — | | | 15,081 | | | — | | | (15,081 | ) | | — | |
|
Investment in consolidated subsidiaries | | 351,391 | | | — | | | — | | | (351,391 | ) | | — | |
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TOTAL ASSETS | | $ | 452,091 | | | $ | 2,499,614 | | | $ | 37,997 | | | $ | (387,174 | ) | | $ | 2,602,528 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | |
|
Current liabilities: | | | | | | | | | | | | | | | |
|
Accounts payable | | $ | 514 | | | $ | 96,196 | | | $ | 696 | | | $ | (146 | ) | | $ | 97,260 | |
|
Air traffic liability | | — | | | 421,547 | | | 2,789 | | | — | | | 424,336 | |
|
Other accrued liabilities | | 1,686 | | | 140,088 | | | 145 | | | — | | | 141,919 | |
|
Current maturities of long-term debt, less discount, and capital lease obligations | | 66,530 | | | 89,819 | | | — | | | — | | | 156,349 | |
|
Total | | 68,730 | | | 747,650 | | | 3,630 | | | (146 | ) | | 819,864 | |
|
Long-term debt and capital lease obligations | | — | | | 893,288 | | | — | | | — | | | 893,288 | |
|
Intercompany payable | | 15,081 | | | — | | | — | | | (15,081 | ) | | — | |
|
Other liabilities and deferred credits: | | | | | | | | | | | | | | 0 | |
|
Accumulated pension and other postretirement benefit obligations | | — | | | 407,864 | | | — | | | — | | | 407,864 | |
|
Other liabilities and deferred credits | | 1,047 | | | 70,853 | | | 750 | | | — | | | 72,650 | |
|
Deferred tax liabilities, net | | — | | | 62,185 | | | — | | | (20,556 | ) | | 41,629 | |
|
Total | | 1,047 | | | 540,902 | | | 750 | | | (20,556 | ) | | 522,143 | |
|
Shareholders’ equity | | 367,233 | | | 317,774 | | | 33,617 | | | (351,391 | ) | | 367,233 | |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 452,091 | | | $ | 2,499,614 | | | $ | 37,997 | | | $ | (387,174 | ) | | $ | 2,602,528 | |
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Condensed Consolidating Statements of Cash Flows |
Three months ended March 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent Issuer / | | Subsidiary | | Non- | | Eliminations | | Consolidated |
Guarantor | Issuer / | Guarantor |
| Guarantor | Subsidiaries |
| | (in thousands) |
Net Cash Provided By (Used In) Operating Activities | | $ | (877 | ) | | $ | 161,838 | | | $ | 727 | | | $ | — | | | $ | 161,688 | |
|
Cash Flows From Investing Activities: | | | | | | | | | | | | | | | |
|
Net payments to parent company | | — | | | (143,078 | ) | | — | | | 143,078 | | | — | |
|
Additions to property and equipment, including pre-delivery deposits | | — | | | (49,622 | ) | | (11 | ) | | — | | | (49,633 | ) |
|
Proceeds from purchase assignment and leaseback transaction | | — | | | 37,797 | | | — | | | — | | | 37,797 | |
|
Net proceeds from disposition of property and equipment | | — | | | 908 | | | — | | | — | | | 908 | |
|
Purchases of investments | | — | | | (66,125 | ) | | — | | | — | | | (66,125 | ) |
|
Sales of investments | | — | | | 63,640 | | | — | | | — | | | 63,640 | |
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Net cash provided by (used in) investing activities | | — | | | (156,480 | ) | | (11 | ) | | 143,078 | | | (13,413 | ) |
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Cash Flows From Financing Activities: | | | | | | | | | | | | | | | |
|
Repayments of long-term debt and capital lease obligations | | — | | | (28,459 | ) | | — | | | — | | | (28,459 | ) |
|
Repurchase of convertible notes | | (156,464 | ) | | — | | | — | | | — | | | (156,464 | ) |
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Net payments from subsidiaries | | 143,078 | | | — | | | — | | | (143,078 | ) | | — | |
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Other | | 87 | | | (1,410 | ) | | — | | | — | | | (1,323 | ) |
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Net cash provided by (used in) financing activities | | (13,299 | ) | | (29,869 | ) | | — | | | (143,078 | ) | | (186,246 | ) |
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Net increase (decrease) in cash and cash equivalents | | (14,176 | ) | | (24,511 | ) | | 716 | | | — | | | (37,971 | ) |
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Cash and cash equivalents - Beginning of Period | | 79,532 | | | 179,676 | | | 4,879 | | | — | | | 264,087 | |
|
Cash and cash equivalents - End of Period | | $ | 65,356 | | | $ | 155,165 | | | $ | 5,595 | | | $ | — | | | $ | 226,116 | |
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Condensed Consolidating Statements of Cash Flows |
Three months ended March 31, 2014 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent Issuer / | | Subsidiary | | Non- | | Eliminations | | Consolidated |
Guarantor | Issuer / | Guarantor |
| Guarantor | Subsidiaries |
| | (in thousands) |
Net Cash Provided By (Used In) Operating Activities | | $ | (3,099 | ) | | $ | 91,561 | | | $ | 993 | | | $ | — | | | $ | 89,455 | |
|
Cash Flows From Investing Activities: | | | | | | | | | | | | | | | |
|
Net payments to subsidiaries | | (42,090 | ) | | — | | | — | | | 42,090 | | | — | |
|
Additions to property and equipment, including pre-delivery deposits | | — | | | (168,660 | ) | | (1,580 | ) | | — | | | (170,240 | ) |
|
Net proceeds from disposition of property and equipment | | — | | | 350 | | | — | | | — | | | 350 | |
|
Purchases of investments | | — | | | (147,978 | ) | | — | | | — | | | (147,978 | ) |
|
Sales of investments | | — | | | 4,561 | | | — | | | — | | | 4,561 | |
|
Net cash used in investing activities | | (42,090 | ) | | (311,727 | ) | | (1,580 | ) | | 42,090 | | | (313,307 | ) |
|
Cash Flows From Financing Activities: | | | | | | | | | | | | | | | |
|
Long-term borrowings | | — | | | 147,750 | | | — | | | — | | | 147,750 | |
|
Repayments of long-term debt and capital lease obligations | | — | | | (15,361 | ) | | — | | | — | | | (15,361 | ) |
|
Net payments from parent company | | — | | | 42,090 | | | — | | | (42,090 | ) | | — | |
|
Other | | 2,449 | | | 621 | | | — | | | — | | | 3,070 | |
|
Net cash provided by financing activities | | 2,449 | | | 175,100 | | | — | | | (42,090 | ) | | 135,459 | |
|
Net decrease in cash and cash equivalents | | (42,740 | ) | | (45,066 | ) | | (587 | ) | | — | | | (88,393 | ) |
|
Cash and cash equivalents - Beginning of Period | | 84,797 | | | 333,663 | | | 4,924 | | | — | | | 423,384 | |
|
Cash and cash equivalents - End of Period | | $ | 42,057 | | | $ | 288,597 | | | $ | 4,337 | | | $ | — | | | $ | 334,991 | |
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Certain Restrictions on Subsidiary Distributions, Dividends and Repurchases |
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The Company and Hawaiian are party to a Credit and Guaranty Agreement (Credit Agreement), dated as of November 7, 2014, |
that provides for a Revolving Credit Facility. See further discussion of the Revolving Credit Facility at Note 8 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. Pursuant to the terms of the Credit Agreement, neither Hawaiian nor any other subsidiary of the Company will directly or indirectly declare or pay any dividend, or purchase, redeem or otherwise acquire or retire for value any equity interests of the Company unless certain conditions are met. |
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Long-Term Debt |
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The long-term debt included in the Parent Issuer / Guarantor column represents the Convertible Notes described in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
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Income Taxes |
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The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |