v2.4.0.8
Acquisition of Subsidiaries
6 Months Ended
Jun. 30, 2014
Business Combinations [Abstract]  
Acquisition of Subsidiaries
(2)           Acquisition of Subsidiaries
 
On December 13, 2013, via a newly formed subsidiary, Blue Hawaiian Holdings, LLC, the Company acquired 100% of the membership interests of Helicopter Consultants of Maui, LLC (doing business as Blue Hawaiian Helicopters) and certain of its affiliates (collectively, BHH) for a cash purchase price of $66.8 million, subject to final determination of working capital, as defined in the merger agreement, as of the closing date. At December 31, 2013, the Company had recorded a liability of $2,282,000 for the estimated increase to the purchase price for the change in working capital. The liability was revised to $3,182,000 during the first quarter of 2014 and paid during the second quarter. No further amounts are due to the sellers. The former owners of BHH hold a 10% ownership interest in Blue Hawaiian Holdings, LLC, which the Company can redeem at any time for a price based on BHH’s current operating results. Between June 13 and December 13, 2015, the former owners of BHH can require the Company to redeem their 10% ownership interest for a price based on the same formula. The purchase price was financed primarily through borrowings under the Company’s Amended and Restated Revolving Credit, Term Loan and Security Agreement with a commercial bank group.
 
The allocation of the purchase price was as follows (amounts in thousands):
 
   
Allocation at
December 31, 2013
   
Adjustments
   
Revised
Allocation
 
                   
Aircraft
  $ 33,440       --       33,440  
Amortizable intangible assets
    24,525       --       24,525  
Goodwill
    5,985       590       6,575  
Other equipment and leasehold improvements
    5,183       --       5,183  
Working capital accounts, net
    5,964       310       6,274  
Total net assets
  $ 75,097       900       75,997  
Redeemable non-controlling interest
    (6,065 )     --       (6,065 )
Purchase price
  $ 69,032       900       69,932  
 
The Company is still evaluating the aircraft spare parts inventory and verifying open repair orders with aircraft parts vendors and other liabilities relating to pre-acquisition events. Therefore, the allocation of the purchase price is still subject to adjustment.