Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Information | 13. CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
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As discussed further in Note 5, on March 17, 2014, PHI, Inc. issued $500 million of 5.25% Senior Notes due 2019 that are fully and unconditionally guaranteed on a joint and several, senior basis by all of our domestic subsidiaries. All of our domestic subsidiaries are 100% owned. |
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The following supplemental condensed financial information on the following pages sets forth, on a consolidated basis, the balance sheet, statement of operations, statement of comprehensive income, and statement of cash flows information for PHI, Inc. (“Parent Company Only”) and the guarantor subsidiaries. The eliminating entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenues and expenses. The condensed consolidating financial statements have been prepared on the same basis as the consolidated financial statements of PHI, Inc. The equity method is followed by the parent company within the financial information presented below. |
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PHI, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATING BALANCE SHEETS |
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(Thousands of dollars) |
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(Unaudited) |
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| | | | | | | | | | | | | | | | |
| | March 31, 2015 | |
| | Parent | | | Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries (1) |
Only (issuer) | |
ASSETS | | | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | |
Cash | | $ | 51 | | | $ | 3,572 | | | $ | — | | | $ | 3,623 | |
Short-term investments | | | 189,480 | | | | — | | | | — | | | | 189,480 | |
Accounts receivable—net | | | 100,167 | | | | 60,060 | | | | — | | | | 160,227 | |
Intercompany receivable | | | — | | | | 95,103 | | | | (95,103 | ) | | | — | |
Inventories of spare parts—net | | | 62,954 | | | | 8,498 | | | | — | | | | 71,452 | |
Prepaid expenses | | | 8,475 | | | | 2,600 | | | | — | | | | 11,075 | |
Deferred income taxes | | | 9,914 | | | | — | | | | — | | | | 9,914 | |
Income taxes receivable | | | 1,067 | | | | 159 | | | | — | | | | 1,226 | |
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Total current assets | | | 372,108 | | | | 169,992 | | | | (95,103 | ) | | | 446,997 | |
Investment in subsidiaries | | | 336,676 | | | | — | | | | (336,676 | ) | | | — | |
Property and equipment—net | | | 680,419 | | | | 236,923 | | | | — | | | | 917,342 | |
Restricted investments | | | 15,485 | | | | — | | | | — | | | | 15,485 | |
Other assets | | | 14,891 | | | | 204 | | | | — | | | | 15,095 | |
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Total assets | | $ | 1,419,579 | | | $ | 407,119 | | | $ | (431,779 | ) | | $ | 1,394,919 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 51,344 | | | $ | 4,870 | | | $ | — | | | $ | 56,214 | |
Accrued and other current liabilities | | | 21,233 | | | | 8,852 | | | | — | | | | 30,085 | |
Intercompany payable | | | 95,103 | | | | — | | | | (95,103 | ) | | | — | |
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Total current liabilities | | | 167,680 | | | | 13,722 | | | | (95,103 | ) | | | 86,299 | |
Long-term debt | | | 539,640 | | | | — | | | | — | | | | 539,640 | |
Deferred income taxes and other long-term liabilities | | | 105,208 | | | | 56,721 | | | | — | | | | 161,929 | |
Shareholders’ Equity: | | | | | | | | | | | | | | | | |
Common stock and paid-in capital | | | 302,593 | | | | 109,982 | | | | (109,982 | ) | | | 302,593 | |
Accumulated other comprehensive loss | | | (102 | ) | | | — | | | | — | | | | (102 | ) |
Retained earnings | | | 304,560 | | | | 226,694 | | | | (226,694 | ) | | | 304,560 | |
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Total shareholders’ equity | | | 607,051 | | | | 336,676 | | | | (336,676 | ) | | | 607,051 | |
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Total liabilities and shareholders’ equity | | $ | 1,419,579 | | | $ | 407,119 | | | $ | (431,779 | ) | | $ | 1,394,919 | |
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-1 | Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. | | | | | | | | | | | | | | | |
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PHI, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATING BALANCE SHEETS |
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(Thousands of dollars) |
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| | December 31, 2014 | |
| | Parent | | | Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries (1) |
Only (issuer) | |
ASSETS | | | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | |
Cash | | $ | 51 | | | $ | 6,219 | | | $ | — | | | $ | 6,270 | |
Short-term investments | | | 185,244 | | | | — | | | | — | | | | 185,244 | |
Accounts receivable—net | | | 98,001 | | | | 82,760 | | | | — | | | | 180,761 | |
Intercompany receivable | | | — | | | | 95,399 | | | | (95,399 | ) | | | — | |
Inventories of spare parts—net | | | 65,341 | | | | 8,452 | | | | — | | | | 73,793 | |
Prepaid expenses | | | 7,610 | | | | 1,704 | | | | — | | | | 9,314 | |
Deferred income taxes | | | 9,915 | | | | — | | | | — | | | | 9,915 | |
Income taxes receivable | | | 1,068 | | | | 159 | | | | — | | | | 1,227 | |
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Total current assets | | | 367,230 | | | | 194,693 | | | | (95,399 | ) | | | 466,524 | |
Investment in subsidiaries and others | | | 358,080 | | | | — | | | | (358,080 | ) | | | — | |
Property and equipment, net | | | 638,437 | | | | 239,381 | | | | — | | | | 877,818 | |
Restricted investments | | | 15,485 | | | | — | | | | — | | | | 15,485 | |
Other assets | | | 16,055 | | | | 198 | | | | — | | | | 16,253 | |
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Total assets | | $ | 1,395,287 | | | $ | 434,272 | | | $ | (453,479 | ) | | $ | 1,376,080 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 22,578 | | | $ | 5,122 | | | $ | — | | | $ | 27,700 | |
Accrued and other current liabilities | | | 34,477 | | | | 18,335 | | | | — | | | | 52,812 | |
Intercompany payable | | | 95,270 | | | | — | | | | (95,270 | ) | | | — | |
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Total current liabilities | | | 152,325 | | | | 23,457 | | | | (95,270 | ) | | | 80,512 | |
Long-term debt | | | 543,000 | | | | — | | | | — | | | | 543,000 | |
Deferred income taxes and other long-term liabilities | | | 102,894 | | | | 52,606 | | | | — | | | | 155,500 | |
Shareholders’ Equity: | | | | | | | | | | | | | | | | |
Common stock and paid-in capital | | | 303,082 | | | | 137,647 | | | | (137,647 | ) | | | 303,082 | |
Accumulated other comprehensive loss | | | (211 | ) | | | — | | | | — | | | | (211 | ) |
Retained earnings | | | 294,197 | | | | 220,562 | | | | (220,562 | ) | | | 294,197 | |
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Total shareholders’ equity | | | 597,068 | | | | 358,209 | | | | (358,209 | ) | | | 597,068 | |
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Total liabilities and shareholders’ equity | | $ | 1,395,287 | | | $ | 434,272 | | | $ | (453,479 | ) | | $ | 1,376,080 | |
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-1 | Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. | | | | | | | | | | | | | | | |
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PHI, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
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(Thousands of dollars) |
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(Unaudited) |
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| | For the quarter ended March 31, 2015 | |
| | Parent | | | Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries (1) |
Only (issuer) | |
Operating revenues, net | | $ | 128,658 | | | $ | 75,539 | | | $ | — | | | $ | 204,197 | |
Expenses: | | | | | | | | | | | | | | | | |
Direct expenses | | | 106,481 | | | | 62,730 | | | | (4 | ) | | | 169,207 | |
Selling, general and administrative expenses | | | 8,508 | | | | 2,729 | | | | — | | | | 11,237 | |
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Total operating expenses | | | 114,989 | | | | 65,459 | | | | (4 | ) | | | 180,444 | |
Gain on disposal of assets, net | | | (7 | ) | | | — | | | | — | | | | (7 | ) |
Equity in loss of unconsolidated affiliate | | | 68 | | | | — | | | | — | | | | 68 | |
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Operating income | | | 13,608 | | | | 10,080 | | | | (4 | ) | | | 23,692 | |
Equity in net income of consolidated subsidiaries | | | (6,131 | ) | | | — | | | | 6,131 | | | | — | |
Interest expense | | | 7,170 | | | | — | | | | — | | | | 7,170 | |
Other income, net | | | (462 | ) | | | (4 | ) | | | 4 | | | | (462 | ) |
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| | | 577 | | | | (4 | ) | | | 6,135 | | | | 6,708 | |
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Earnings before income taxes | | | 13,031 | | | | 10,084 | | | | (6,131 | ) | | | 16,984 | |
Income tax expense | | | 2,668 | | | | 3,953 | | | | — | | | | 6,621 | |
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Net earnings | | $ | 10,363 | | | $ | 6,131 | | | $ | (6,131 | ) | | $ | 10,363 | |
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| | For the quarter ended March 31, 2014 | |
| | Parent | | | Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries (1) |
Only (issuer) | |
Operating revenues, net | | $ | 124,354 | | | $ | 72,717 | | | $ | — | | | $ | 197,071 | |
Expenses: | | | | | | | | | | | | | | | | |
Direct expenses | | | 96,426 | | | | 62,227 | | | | — | | | | 158,653 | |
Selling, general and administrative expenses | | | 7,081 | | | | 2,247 | | | | — | | | | 9,328 | |
Management fees | | | (2,909 | ) | | | 2,909 | | | | — | | | | — | |
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Total operating expenses | | | 100,598 | | | | 67,383 | | | | — | | | | 167,981 | |
Loss on disposal of assets, net | | | 115 | | | | 958 | | | | — | | | | 1,073 | |
Equity in loss of unconsolidated affiliate | | | 41 | | | | — | | | | — | | | | 41 | |
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Operating income | | | 23,600 | | | | 4,376 | | | | — | | | | 27,976 | |
Equity in net income of consolidated subsidiaries | | | (2,735 | ) | | | — | | | | 2,735 | | | | — | |
Interest expense | | | 7,364 | | | | — | | | | — | | | | 7,364 | |
Loss on debt extinguishment | | | 29,216 | | | | — | | | | — | | | | 29,216 | |
Other income, net | | | (91 | ) | | | — | | | | — | | | | (91 | ) |
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| | | 33,754 | | | | — | | | | 2,735 | | | | 36,489 | |
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(Loss) earnings before income taxes | | | (10,154 | ) | | | 4,376 | | | | (2,735 | ) | | | (8,513 | ) |
Income tax (benefit) expense | | | (4,833 | ) | | | 1,641 | | | | — | | | | (3,192 | ) |
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Net (loss) earnings | | $ | (5,321 | ) | | $ | 2,735 | | | $ | (2,735 | ) | | $ | (5,321 | ) |
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-1 | Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. | | | | | | | | | | | | | | | |
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PHI, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
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(Thousands of dollars) |
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(Unaudited) |
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| | For the quarter ended March 31, 2015 | |
| | Parent | | | Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries (1) |
Only (issuer) | |
Net earnings | | $ | 10,363 | | | $ | 6,131 | | | $ | (6,131 | ) | | $ | 10,363 | |
Unrealized gain on short-term investments | | | 139 | | | | — | | | | — | | | | 139 | |
Other unrealized gain | | | 24 | | | | — | | | | — | | | | 24 | |
Tax effect of preceding gains, losses or changes | | | (55 | ) | | | — | | | | — | | | | (55 | ) |
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| | $ | 10,471 | | | $ | 6,131 | | | $ | (6,131 | ) | | $ | 10,471 | |
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| | For the quarter ended March 31, 2014 | |
| | Parent | | | Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries (1) |
Only (issuer) | |
Net (loss) earnings | | $ | (5,321 | ) | | $ | 2,735 | | | $ | (2,735 | ) | | $ | (5,321 | ) |
Unrealized gain on short-term investments | | | 14 | | | | — | | | | — | | | | 14 | |
Changes in pension plan assets and benefit obligations | | | (1 | ) | | | — | | | | — | | | | (1 | ) |
Tax effect of preceding gains, losses or changes | | | (5 | ) | | | — | | | | — | | | | (5 | ) |
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| | $ | (5,313 | ) | | $ | 2,735 | | | $ | (2,735 | ) | | $ | (5,313 | ) |
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-1 | Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. | | | | | | | | | | | | | | | |
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PHI, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
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(Thousands of dollars) |
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(Unaudited) |
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| | For the three months ended March 31, 2015 | |
| | Parent | | | Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries (1) |
Only (issuer) | |
Net cash provided by operating activities | | $ | 4,637 | | | $ | 25,281 | | | $ | — | | | $ | 29,918 | |
Investing activities: | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | (22,115 | ) | | | — | | | | — | | | | (22,115 | ) |
Purchase of short-term investments | | | (190,243 | ) | | | — | | | | — | | | | (190,243 | ) |
Proceeds from sale of short-term investments | | | 185,426 | | | | — | | | | — | | | | 185,426 | |
Payments of deposits on aircraft | | | (66 | ) | | | — | | | | — | | | | (66 | ) |
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Net cash used in investing activities | | | (26,998 | ) | | | — | | | | — | | | | (26,998 | ) |
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Financing activities: | | | | | | | | | | | | | | | | |
Proceeds from line of credit | | | 77,740 | | | | — | | | | — | | | | 77,740 | |
Payments on line of credit | | | (81,100 | ) | | | — | | | | — | | | | (81,100 | ) |
Repurchase of common stock | | | (2,207 | ) | | | | | | | | | | | (2,207 | ) |
Due to/from affiliate, net | | | 27,928 | | | | (27,928 | ) | | | — | | | | — | |
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Net cash provided by (used in) financing activities | | | 22,361 | | | | (27,928 | ) | | | — | | | | 5,567 | |
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Decrease in cash | | | — | | | | (2,647 | ) | | | — | | | | (2,647 | ) |
Cash, beginning of period | | | 51 | | | | 6,219 | | | | — | | | | 6,270 | |
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Cash, end of period | | $ | 51 | | | $ | 3,572 | | | $ | — | | | $ | 3,623 | |
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-1 | Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. | | | | | | | | | | | | | | | |
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PHI, INC. AND SUBSIDIARIES |
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
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(Thousands of dollars) |
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(Unaudited) |
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| | For the three months ended March 31, 2014 | |
| | Parent | | | Guarantor | | | Eliminations | | | Consolidated | |
Company | Subsidiaries (1)(2) |
Only (issuer) | |
Net cash provided by operating activities | | $ | (4,368 | ) | | $ | 10,490 | | | $ | — | | | $ | 6,122 | |
Investing activities: | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | (38,746 | ) | | | — | | | | — | | | | (38,746 | ) |
Proceeds from asset dispositions | | | 2,994 | | | | — | | | | — | | | | 2,994 | |
Purchase of short-term investments | | | (140,551 | ) | | | — | | | | — | | | | (140,551 | ) |
Proceeds from sale of short-term investments | | | 84,692 | | | | — | | | | — | | | | 84,692 | |
Refund of deposits on aircraft | | | 3,926 | | | | — | | | | — | | | | 3,926 | |
Payments of deposits on aircraft | | | (6,499 | ) | | | — | | | | — | | | | (6,499 | ) |
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Net cash used in investing activities | | | (94,184 | ) | | | — | | | | — | | | | (94,184 | ) |
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Financing activities: | | | | | | | | | | | | | | | | |
Proceeds from issuance of Senior Notes due 2019 | | | 500,000 | | | | — | | | | — | | | | 500,000 | |
Premium and costs to retire debt early | | | (26,132 | ) | | | — | | | | — | | | | (26,132 | ) |
Repayment of Senior Notes due 2018 | | | (292,571 | ) | | | — | | | | — | | | | (292,571 | ) |
Debt issuance costs | | | (5,657 | ) | | | — | | | | — | | | | (5,657 | ) |
Proceeds from line of credit | | | 95,500 | | | | — | | | | — | | | | 95,500 | |
Payments on line of credit | | | (174,500 | ) | | | — | | | | — | | | | (174,500 | ) |
Repurchase of common stock for payroll tax withholding requirements | | | (176 | ) | | | — | | | | — | | | | (176 | ) |
Due to/from affiliate | | | 9,415 | | | | (9,415 | ) | | | — | | | | — | |
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Net cash provided by financing activities | | | 105,879 | | | | (9,415 | ) | | | — | | | | 96,464 | |
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Increase in cash | | | 7,327 | | | | 1,075 | | | | — | | | | 8,402 | |
Cash, beginning of period | | | 52 | | | | 882 | | | | — | | | | 934 | |
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Cash, end of period | | $ | 7,379 | | | $ | 1,957 | | | $ | — | | | $ | 9,336 | |
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-1 | Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. | | | | | | | | | | | | | | | |
-2 | Cash flows between the Parent Company and Guarantor Subsidiaries related to the Company’s centralized cash management activities in 2014 have been adjusted to show the effects on net cash provided by operating and financing activities. | | | | | | | | | | | | | | | |