Guarantor Condensed Consolidated Financial Statements (Tables)

12 Months Ended

Dec. 31, 2013

Guarantor Condensed Consolidated Financial Statements

Schedule of condensed consolidating balance sheets

Condensed consolidating balance sheets as of December 31, 2013.

	Holdings Corp. (Parent)			FECR Corp. (Issuer)		Eliminations for Consolidation			Consolidation
Current assets:
Cash and cash equivalents	$	34		$	36,053	$	—		$	36,087
Restricted cash	—			126		—			126
Accounts receivable, net	—			52,084		—			52,084
Materials and supplies	—			7,373		—			7,373
Deferred income taxes	(439		)	2,418		—			1,979
Prepaid and other current assets	1			2,898		—			2,899
Assets held for sale	—			777		—			777

Total current assets	(404		)	101,729		—			101,325
Noncurrent assets:
Property, plant and equipment, less accumulated depreciation	—			791,907		—			791,907
Investments in affiliates	415,598			—		(415,598		)	—
Investments in non-affiliates	—			74		—			74
Intangible assets, less accumulated amortization	—			164		—			164
Other assets	1,254			26,349		(15,289		)	12,314

Total noncurrent assets	416,852			818,494		(430,887		)	804,459

Total assets	$	416,448		$	920,223	$	(430,887	)	$	905,784
Current liabilities:
Accounts payable and accrued expenses	$	—		$	47,767	$	—		$	47,767
Taxes payable	—			268		—			268
Deferred revenue	—			877		—			877
Other current liabilities	—			2,713		—			2,713

Total current liabilities	—			51,625		—			51,625
Deferred income taxes	(439		)	37,037		—			36,598
Long-term debt	159,874			481,388		—			641,262
Other long-term liabilities	22,852			6,292		(15,289		)	13,855

Total liabilities	182,287			576,342		(15,289		)	743,340

Total stockholders’ equity (deficit)	234,161			343,881		(415,598		)	162,444

Total liabilities and stockholders’ equity	$	416,448		$	920,223	$	(430,887	)	$	905,784

Condensed consolidating balance sheets as of December 31, 2012.

	Holdings Corp. (Parent)			FECR Corp. (Issuer)		Eliminations for Consolidation			Consolidation
Current assets:
Cash and cash equivalents	$	34		$	40,366	$	—		$	40,400
Restricted cash	—			126		—			126
Accounts receivable, net	—			34,380		—			34,380
Materials and supplies	—			3,577		—			3,577
Deferred income taxes	(271		)	2,645		—			2,374
Prepaid and other current assets	1			2,475		—			2,476
Assets held for sale	—			1,839		—			1,839

Total current assets	(236		)	85,408		—			85,172
Noncurrent assets:
Property, plant and equipment, less accumulated depreciation	—			772,429		—			772,429
Investments in affiliates	415,597			—		(415,597		)	—
Investments in non-affiliates	—			74		—			74
Intangible assets, less accumulated amortization	—			220		—			220
Other assets	1,606			16,326		(2,641		)	15,291

Total noncurrent assets	417,203			789,049		(418,238		)	788,014

Total assets	$	416,967		874,457		$	(418,238	)	$	873,186
Current liabilities:
Accounts payable and accrued expenses	$	—		42,277		$	—		$	42,277
Taxes payable	—			326		—			326
Deferred revenue	—			906		—			906
Other current liabilities	—			954		—			954

Total current liabilities	—			44,463		—			44,463
Deferred income taxes	(271		)	25,108		—			24,837
Long-term debt	150,969			475,000		—			625,969
Other long-term liabilities	9,802			5,560		(2,641		)	12,721

Total liabilities	160,500			550,131		(2,641		)	707,990

Total stockholders’ equity (deficit)	256,467			324,326		(415,597		)	165,196

Total liabilities and stockholders’ equity	$	416,967		874,457		$	(418,238	)	$	873,186

Schedule of condensed consolidating statement of operations

Condensed consolidating statement of operations for the year ended December 31, 2013.

	Holdings Corp. (Parent)			FECR Corp. (Issuer)			Eliminations for Consolidation		Consolidation
Operating revenue	$	—		$	279,081		$	—	$	279,081
Operating expenses:
Labor and benefits	—			55,381			—		55,381
Purchased services	—			54,422			—		54,422
Fuel	—			34,598			—		34,598
Depreciation and amortization	—			26,228			—		26,228
Equipment rents	—			16,430			—		16,430
Net loss on sale and impairment of assets	—			630			—		630
Other expenses	—			19,172			—		19,172

Total operating expenses	—			206,861			—		206,861

Operating income	—			72,220			—		72,220

Interest expense (net of interest income)	(18,133		)	(42,002		)	—		(60,135		)
Other expense	—			61			—		61

Gain (Loss) before income taxes	(18,133		)	30,279			—		12,146
Provision for income taxes	—			12,138			—		12,138

Net income (loss)	$	(18,133	)	$	18,141		$	—	$	8
Other comprehensive loss:
Actuarial loss associated with pension plan	—			(33		)	—		(33		)
Comprehensive (loss) income	$	(18,133	)	$	18,108		$	—	$	(25	)

Condensed consolidating statement of operations for the year ended December 31, 2012.

	Holdings Corp. (Parent)			FECR Corp. (Issuer)			Eliminations for Consolidation		Consolidation
Operating revenue	$	—		$	246,823		$	—	$	246,823
Operating expenses:
Labor and benefits	—			48,585			—		48,585
Purchased services	—			44,808			—		44,808
Fuel	—			31,689			—		31,689
Depreciation and amortization	—			27,013			—		27,013
Equipment rents	—			13,423			—		13,423
Net loss on sale and impairment of assets	—			3,351			—		3,351
Other expenses	—			24,934			—		24,934

Total operating expenses	—			193,803			—		193,803

Operating income	—			53,020			—		53,020

Interest expense (net of interest income)	(17,212		)	(41,603		)	—		(58,815		)
Other expense	—			85			—		85

(Loss) Gain before income taxes	(17,212		)	11,502			—		(5,710		)
Provision for income taxes	—			7,604			—		7,604

Net (loss) income	$	(17,212	)	$	3,898		$	—	$	(13,314	)
Other comprehensive income (loss):
Actuarial loss associated with pension plan	—			(272		)	—		(272		)
Realized loss on sale of marketable securities	—			2			—		2
Comprehensive (loss) income	$	(17,212	)	$	3,628		$	—	$	(13,584	)

Condensed consolidating statement of operations for the year ended December 31, 2011.

	Holdings Corp. (Parent)			FECR Corp. (Issuer)			Eliminations for Consolidation		Consolidation
Operating revenue	$	—		$	213,305		$	—	$	213,305
Operating expenses:
Labor and benefits	—			46,622			—		46,622
Purchased services	397			35,582			—		35,979
Fuel	—			29,987			—		29,987
Depreciation and amortization	—			27,249			—		27,249
Equipment rents	—			11,607			—		11,607
Net loss on sale and impairment of assets	—			1,906					1,906
Other expenses	—			24,958			—		24,958

Total operating expenses	397			177,911			—		178,308

Operating income	(397		)	35,394			—		34,997

Interest expense (net of interest income)	(13,860		)	(43,560		)	—		(57,420		)
Other expense	—			(44		)	—		(44		)

Loss before income taxes	(14,257		)	(8,210		)	—		(22,467		)
Provision for income taxes	—			14,851			—		14,851

Net loss	$	(14,257	)	$	(23,061	)	$	—	$	(37,318	)
Other comprehensive loss:
Actuarial loss associated with pension plan	—			(149		)	—		(149		)
Comprehensive loss	$	(14,257	)	$	(23,210	)	$	—	$	(37,467	)

Schedule of condensed consolidating statement of cash flows

Condensed consolidating statement of cash flows for the year ended December 31, 2013.

	Holdings Corp. (Parent)			FECR Corp. (Issuer)			Eliminations for Consolidation			Consolidation
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$	(18,133	)	$	18,141		$	—		$	8
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	—			26,228			—			26,228
Amortization of debt financing fees	663			2,913			—			3,576
Gain on sale and impairment of assets	—			630			—			630
Share-based compensation costs	—			1,447			—			1,447
Deferred taxes				12,156			—			12,156
Interest paid in kind	8,592			—			—			8,592
Other	—			—			—			—
Changes in operating assets and liabilities:
Restricted cash	—			—			—			—
Accounts receivable	—			(17,704		)	—			(17,704		)
Prepaid and other current assets	—			(423		)	—			(423		)
Materials and supplies	—			(3,196		)	—			(3,196		)
Other assets and deferred charges	—			(12,935		)	12,648			(287		)
Accounts payable and accrued expenses	—			5,595			—			5,595
Accrued interest (short-term)	—			(104		)	—			(104		)
Taxes payable	—			(58		)	—			(58		)
Deferred revenue	—			(29		)	—			(29		)
Other current liabilities	—			1,759			—			1,759
Other long-term liabilities	13,052			697			(12,648		)	1,101

Net cash provided by operating activities	4,174			35,117			—			39,291

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of properties and equipment	—			(48,006		)	—			(48,006		)
Proceeds from disposition of assets	—			2,188			—			2,188

Net cash used in investing activities	—			(45,818		)	—			(45,818		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt	—			6,388			—			6,388
Purchase of common stock outstanding	(4,174		)	—			—			(4,174		)

Net cash provided by (used in) financing activities	(4,174		)	6,388			—			2,214
Net decrease in cash and cash equivalents	—			(4,313		)	—			(4,313		)
Cash and cash equivalents at beginning of period	34			40,366			—			40,400

Cash and cash equivalents at end of period	$	34		$	36,053		$	—		$	36,087

Supplemental cash flow information:
Cash paid for interest	$	8,470		$	38,594		$	—		$	47,064

Condensed consolidating statement of cash flows for the year ended December 31, 2012.

	Holdings Corp. (Parent)			FECR Corp. (Issuer)			Eliminations for Consolidation			Consolidation
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) income	$	(17,212	)	$	3,898		$	—		$	(13,314	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	—			27,013			—			27,013
Amortization of debt financing fees	632			2,909			—			3,541
Gain on sale and impairment of assets	—			3,351			—			3,351
Share-based compensation costs	—			1,690			—			1,690
Deferred taxes				7,604			—			7,604
Interest paid in kind	15,835			—			—			15,835
Other	—			(1		)	—			(1		)
Changes in operating assets and liabilities:
Accounts receivable	—			(3,295		)	—			(3,295		)
Prepaid and other current assets	—			(339		)	—			(339		)
Materials and supplies	—			(364		)	—			(364		)
Other assets and deferred charges	(652		)	(1,669		)	2,641			320
Accounts payable and accrued expenses	(4		)	1,105			—			1,101
Taxes payable	—			(6,610		)	—			(6,610		)
Deferred revenue	—			(2,949		)	—			(2,949		)
Other current liabilities	—			243			—			243
Other long-term liabilities	3,382			(1,081		)	(2,641		)	(340		)

Net cash provided by operating activities	1,981			31,505			—			33,486

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of properties and equipment	—			(22,403		)	—			(22,403		)
Proceeds from disposition of assets	—			612			—			612

Net cash used in investing activities	—			(21,791		)	—			(21,791		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of common stock outstanding	(1,991		)	—			—			(1,991		)
Financing costs	—			(209		)	—			(209		)

Net cash used in financing activities	(1,991		)	(209		)	—			(2,200		)

Net increase (decrease) in cash and cash equivalents	(10		)	9,505			—			9,495
Cash and cash equivalents at beginning of period	44			30,861			—			30,905

Cash and cash equivalents at end of period	$	34		$	40,366		$	—		$	40,400
Supplemental cash flow information:
Cash paid for interest	$	—		$	38,594		$	—		$	38,594

Condensed consolidating statement of cash flows for the year ended December 31, 2011.

	Holdings Corp. (Parent)			FECR Corp. (Issuer)			Eliminations for Consolidation			Consolidation
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(14,257	)	$	(23,061	)	$	—		$	(37,318	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	—			27,249			—			27,249
Amortization of debt financing fees	535			3,079			—			3,614
Gain on sale and impairment of assets	—			1,906			—			1,906
Share-based compensation costs	—			1,800			—			1,800
Deferred taxes	—			14,859			—			14,859
Interest paid in kind	6,906			—			—			6,906
Other	—			68			—			68
Changes in operating assets and liabilities:
Accounts receivable	—			(5,238		)	—			(5,238		)
Prepaid and other current assets	—			209			—			209
Materials and supplies	—			(293		)	—			(293		)
Other assets and deferred charges	4			(346		)	650			308
Accounts payable and accrued expenses	6			18,553			—			18,559
Taxes payable	—			212			—			212
Deferred revenue	—			152			—			152
Other current liabilities	(6		)	23			—			17
Other long-term liabilities	7,069			(3,934		)	(650		)	2,485

Net cash provided by operating activities	257			35,238			—			35,495

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of properties and equipment	—			(25,668		)	—			(25,668		)
Release of interest reserve account	—			4,008			—			4,008
Proceeds from disposition of assets	—			9,864			—			9,864

Net cash used in investing activities	—			(11,796		)	—			(11,796		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Contribution to subsidiary from parent	(140,000		)	140,000			—			—
Contribution from FECR Rail LLC	16,000			—			—			16,000
Payment on long-term debt	—			(601,185		)	—			(601,185		)
Proceeds from issuance of long-term debt	127,725			475,000			—			602,725
Purchase of common stock outstanding	(558		)				—			(558		)
Proceeds from issuance of preferred shares	125,000			—			—			125,000
Redemption of preferred share units (including interest paid)	(126,111		)	—			—			(126,111		)
Financing costs	(2,269		)	(15,702		)	—			(17,971		)

Net cash used in financing activities	(213		)	(1,887		)	—			(2,100		)

Net increase in cash and cash equivalents	44			21,555			—			21,599
Cash and cash equivalents at beginning of period	—			9,306			—			9,306

Cash and cash equivalents at end of period	$	44		$	30,861		$	—		$	30,905
Supplemental cash flow information:
Cash paid for interest	$	1,111		$	23,955		$	—		$	25,066

Florida East Coast Holdings Corp. 10-K