Supplemental Condensed Consolidated Financial Information

9 Months Ended

12 Months Ended

Jan. 31, 2013

Apr. 30, 2012

Supplemental Condensed Consolidated Financial Information

20. Supplemental condensed consolidated financial information:

The Company and certain of its direct and indirect wholly-owned subsidiaries (the “Guarantor Subsidiaries”) guaranteed, subject to customary automatic subsidiary releases, on a joint and several basis, certain outstanding indebtedness of CHC Helicopter SA. The following consolidating schedules present financial information as of January 31, 2013 and for the nine months ended January 31, 2013 and 2012, based on the guarantor structure that was in place at the date of issuance of the financial statements.

Balance Sheets as at January 31, 2013 (Expressed in thousands of United States dollars)	Parent			Issuer		Guarantor		Non-guarantor			Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	(4,398	)	$	10,385	$	120,963	$	(57,245	)	$	(10,385	)	$	59,320
Receivables, net of allowance for doubtful accounts		4			113		134,750		153,605			(721	)		287,751
Current intercompany receivables		6,056			608,236		447,710		242,363			(1,304,365	)		—
Income taxes receivable		—			—		4,091		23,219			—			27,310
Inventories		—			—		98,259		7,515			—			105,774
Prepaid expenses		39			75		12,093		12,262			(75	)		24,394
Other assets		—			5,357		34,479		115,219			(116,341	)		38,714
		1,701			624,166		852,345		496,938			(1,431,887	)		543,263
Property and equipment, net		—			—		1,095,376		91,381			(381	)		1,186,376
Investments		590,479			358,814		447,621		17,132			(1,388,307	)		25,739
Intangible assets		—			—		199,940		2,651			—			202,591
Goodwill		—			—		340,832		96,527			—			437,359
Restricted cash		—			—		7,411		16,127			—			23,538
Other assets		—			30,839		359,951		46,939			(30,809	)		406,920
Long-term intercompany receivables		—			884,529		15,271		488,017			(1,387,817	)		—
Deferred income tax assets		—			—		10,349		535			—			10,884
Assets held for sale		—			—		42,174		—			—			42,174
	$	592,180		$	1,898,348	$	3,371,270	$	1,256,247		$	(4,239,201	)	$	2,878,844
Liabilities and Shareholder’s Equity
Current Liabilities
Payables and accruals	$	418		$	39,341	$	287,187	$	106,635		$	(39,343	)	$	394,238
Deferred revenue		—			—		12,543		8,408			—			20,951
Income taxes payable		1,297			1,031		33,817		11,544			(1,031	)		46,658
Current intercompany payables		700			39,301		267,716		427,671			(735,388	)		—
Deferred income tax liabilities		—			—		1,921		99			—			2,020
Current facility secured by accounts receivable		—			—		—		41,259			—			41,259
Other liabilities		—			110,948		125,837		8,310			(221,931	)		23,164
Current portion of long-term debt		—			—		24,104		—			—			24,104
		2,415			190,621		753,125		603,926			(997,693	)		552,394
Long-term debt		—			1,359,149		1,479,222		—			(1,359,149	)		1,479,222
Long-term intercompany payables		—			—		448,799		54,460			(503,259	)		—
Deferred revenue		—			—		26,101		26,532			—			52,633
Other liabilities		16			—		116,682		77,964			—			194,662
Deferred income tax liabilities		—			—		10,996		834			—			11,830
Total liabilities		2,431			1,549,770		2,834,925		763,716			(2,860,101	)		2,290,741
Redeemable non-controlling interests		—			—		—		(1,646	)		—			(1,646	)
Shareholder’s equity		589,749			348,578		536,345		494,177			(1,379,100	)		589,749
	$	592,180		$	1,898,348	$	3,371,270	$	1,256,247		$	(4,239,201	)	$	2,878,844

Balance Sheets as at April 30, 2012 (Expressed in thousands of United States dollars)	Parent		Issuer			Guarantor		Non-guarantor		Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	196	$	(6,771	)	$	41,032	$	14,319	$	6,771		$	55,547
Receivables, net of allowance for doubtful accounts		4		113			115,853		150,881		(736	)		266,115
Current intercompany receivables		6,065		463,703			521,817		282,677		(1,274,262	)		—
Income taxes receivable		—		—			4,203		16,544		—			20,747
Deferred income tax assets		—		—			5,192		3,350		—			8,542
Inventories		—		—			80,879		9,134		—			90,013
Prepaid expenses		—		—			12,088		9,095		—			21,183
Other assets		—		14,202			38,973		38,575		(58,555	)		33,195
		6,265		471,247			820,037		524,575		(1,326,782	)		495,342
Property and equipment, net		—		—			950,024		77,217		(381	)		1,026,860
Investments		661,373		324,255			358,315		15,548		(1,335,265	)		24,226
Intangible assets		—		—			215,949		1,941		—			217,890
Goodwill		—		—			336,703		97,108		—			433,811
Restricted cash		—		—			6,039		19,955		—			25,994
Other assets		—		31,497			333,683		29,362		(31,439	)		363,103
Long-term intercompany receivables		—		873,263			30,151		496,926		(1,400,340	)		—
Deferred income tax assets		—		—			30,759		18,184		—			48,943
Assets held for sale		—		—			79,813		—		—			79,813
	$	667,638	$	1,700,262		$	3,161,473	$	1,280,816	$	(4,094,207	)	$	2,715,982
Liabilities and Shareholder’s Equity
Current Liabilities
Payables and accruals	$	45	$	5,796		$	255,960	$	107,059	$	(5,796	)	$	363,064
Deferred revenue		—		—			14,020		9,717		—			23,737
Income taxes payable		5,433		3,908			20,763		17,385		(3,908	)		43,581
Current intercompany payables		1,352		31,754			327,798		489,454		(850,358	)		—
Deferred income tax liabilities		—		—			11,652		77		—			11,729
Current facility secured by accounts receivable		—		—			—		45,566		—			45,566
Other liabilities		—		34,606			49,277		18,641		(78,876	)		23,648
Current portion of long-term debt		—		—			17,701		—		—			17,701
		6,830		76,064			697,171		687,899		(938,938	)		529,026
Long-term debt		—		1,209,109			1,269,379		—		(1,209,109	)		1,269,379
Long-term intercompany payables		—		—			449,595		69,313		(518,908	)		—
Deferred revenue		—		—			17,955		25,562		—			43,517
Other liabilities		16		—			107,491		84,014		—			191,521
Deferred income tax liabilities		—		—			16,931		3,141		—			20,072
Total liabilities		6,846		1,285,173			2,558,522		869,929		(2,666,955	)		2,053,515
Redeemable non-controlling interests		—		—			—		1,675		—			1,675
Shareholder’s equity		660,792		415,089			602,951		409,212		(1,427,252	)		660,792
	$	667,638	$	1,700,262		$	3,161,473	$	1,280,816	$	(4,094,207	)	$	2,715,982

Statements of Operations for the nine months ended January 31, 2013 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Revenue	$	—		$	—		$	839,587		$	847,267		$	(382,160	)	$	1,304,694
Operating expenses:
Direct costs		—			(62	)		(619,746	)		(815,543	)		382,222			(1,053,129	)
Earnings (loss) from equity accounted investees		(84,195	)		7,433			91,112			1,586			(13,249	)		2,687
General and administration costs		(234	)		(4,268	)		(43,657	)		(12,268	)		4,317			(56,110	)
Amortization		—			—			(76,552	)		(8,094	)		—			(84,646	)
Restructuring costs		—			(16	)		(2,783	)		(5,834	)		16			(8,617	)
Impairment of receivables and funded residual value guarantees		—			—			(1,036	)		—			—			(1,036	)
Impairment of intangible assets		—			—			(6,943	)		—			—			(6,943	)
Impairment of assets held for sale		—			—			(11,457	)		—			—			(11,457	)
Impairment of assets held for use		—			—			(4,724	)		—			—			(4,724	)
Gain (loss) on disposal of assets		—			—			(9,107	)		88			—			(9,019	)
		(84,429	)		3,087			(684,893	)		(840,065	)		373,306			(1,232,994	)
Operating income (loss)		(84,429	)		3,087			154,694			7,202			(8,854	)		71,700
Financing income (charges)		(71	)		(84,307	)		(204,263	)		95,137			84,105			(109,399	)
Income (loss) from continuing operations before income tax		(84,500	)		(81,220	)		(49,569	)		102,339			75,251			(37,699	)
Income tax recovery (expense)		144			(2,848	)		(35,650	)		(15,100	)		2,848			(50,606	)
Income (loss) from continuing operations		(84,356	)		(84,068	)		(85,219	)		87,239			78,099			(88,305	)
Income from discontinued operations, net of tax		—			—			1,024			—			—			1,024
Net income (loss)	$	(84,356	)	$	(84,068	)	$	(84,195	)	$	87,239		$	78,099		$	(87,281	)
Net income (loss) attributable to:
Controlling interest	$	(84,356	)	$	(84,068	)	$	(84,195	)	$	90,164		$	78,099		$	(84,356	)
Non-controlling interests		—			—			—			(2,925	)		—			(2,925	)
Net income (loss)	$	(84,356	)	$	(84,068	)	$	(84,195	)	$	87,239		$	78,099		$	(87,281	)
Comprehensive income (loss)	$	(71,377	)	$	(69,689	)	$	(71,216	)	$	75,057		$	62,422		$	(74,803	)

Cash Flows for the nine months ended January 31, 2013 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Cash provided by (used in) operating activities	$	(4,594	)	$	(128,195	)	$	30,234		$	(51,923	)	$	128,195		$	(26,283	)
Financing activities:
Increase in deferred financing costs relating to the notes		—			(3,793	)		(3,793	)		—			3,793			(3,793	)
Sold interest in accounts receivable, net of collections		—			—			—			(6,021	)		—			(6,021	)
Proceeds from issuance of senior secured notes		—			202,000			202,000			—			(202,000	)		202,000
Long-term debt proceeds		—			752,144			812,449			—			(752,144	)		812,449
Long-term debt repayments		—			(805,000	)		(817,594	)		—			805,000			(817,594	)
Long-term intercompany flow -issuance of debt		—			—			(1,821	)		1,821			—			—
Cash provided by (used in) financing activities		—			145,351			191,241			(4,200	)		(145,351	)		187,041
Investing activities:
Property and equipment additions		—			—			(298,556	)		(20,002	)		—			(318,558	)
Proceeds from disposal of property and equipment		—			—			207,863			33			—			207,896
Aircraft deposits net of lease inception refunds		—			—			(49,517	)		—			—			(49,517	)
Restricted cash		—			—			(1,364	)		3,771			—			2,407
Distributions from equity investments		—			—			745			—			—			745
Cash used in investing activities		—			—			(140,829	)		(16,198	)		—			(157,027	)
Cash provided by (used in) continuing operations		(4,594	)		17,156			80,646			(72,321	)		(17,156	)		3,731
Cash provided by (used in) discontinued operations:
Cash provided by operating activities		—			—			1,024			—			—			1,024
Cash used in financing activities		—			—			(1,024	)		—			—			(1,024	)
Cash provided by (used in) discontinued operations		—			—			—			—			—			—
Effect of exchange rate changes on cash and cash equivalents		—			—			(715	)		757			—			42
Change in cash and cash equivalents during the period		(4,594	)		17,156			79,931			(71,564	)		(17,156	)		3,773
Cash and cash equivalents, beginning of the period		196			(6,771	)		41,032			14,319			6,771			55,547
Cash and cash equivalents, end of the period	$	(4,398	)	$	10,385		$	120,963		$	(57,245	)	$	(10,385	)	$	59,320

Statements of Operations for the nine months ended January 31, 2012 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Revenue	$	—		$	—		$	822,330		$	834,737		$	(417,485	)	$	1,239,582
Operating expenses:
Direct costs		—			—			(634,748	)		(797,746	)		419,138			(1,013,356	)
Earnings from equity accounted investees		(58,542	)		(80,112	)		(74,776	)		659			214,413			1,642
General and administration costs		(333	)		33,404			(9,736	)		(35,694	)		(35,124	)		(47,483	)
Amortization		—			—			(73,189	)		(7,702	)		—			(80,891	)
Restructuring costs		—			—			(15,203	)		(409	)		—			(15,612	)
Impairment of receivables and funded residual value guarantees		—			—			(161	)		—			—			(161	)
Impairment of intangible assets		—			—			(2,712	)		—			—			(2,712	)
Impairment of assets held for sale		—			—			(11,874	)		(680	)		—			(12,554	)
Gain on disposal of assets		—			—			1,399			1,547			—			2,946
		(58,875	)		(46,708	)		(821,000	)		(840,025	)		598,427			(1,168,181	)
Operating income (loss)		(58,875	)		(46,708	)		1,330			(5,288	)		180,942			71,401
Financing charges		(22	)		(6,988	)		(52,712	)		(58,083	)		6,734			(111,071	)
Loss from continuing operations before income tax		(58,897	)		(53,696	)		(51,382	)		(63,371	)		187,676			(39,670	)
Income tax recovery (expense)		779			(2,376	)		2,368			(1,265	)		2,376			1,882
Loss from continuing operations		(58,118	)		(56,072	)		(49,014	)		(64,636	)		190,052			(37,788	)
Loss from discontinued operations, net of tax		—			—			(9,528	)		—			—			(9,528	)
Net loss		(58,118	)		(56,072	)		(58,542	)		(64,636	)		190,052			(47,316	)
Net income (loss) attributable to:
Controlling interest		(58,118	)		(56,072	)		(58,542	)		(75,438	)		190,052			(58,118	)
Non-controlling interests		—			—			—			10,802			—			10,802
Net loss	$	(58,118	)	$	(56,072	)	$	(58,542	)	$	(64,636	)	$	190,052		$	(47,316	)
Comprehensive loss	$	(131,231	)	$	(125,448	)	$	(131,655	)	$	(91,211	)	$	357,351		$	(122,194	)

Statements of Cash Flows for nine months ended January 31, 2012 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Cash provided by (used in) operating activities	$	(28,913	)	$	(176,183	)	$	88,002		$	(59,339	)	$	176,183		$	(250	)
Financing activities:
Sold interest in accounts receivable, net of collections		—			—			—			42,657			—			42,657
Long-term debt proceeds		—			600,000			600,000			—			(600,000	)		600,000
Long-term debt repayments		—			(530,000	)		(565,743	)		—			530,000			(565,743	)
Long-term intercompany flow issuance of debt		(51,501	)		51,501			51,501			—			(51,501	)		—
Proceeds from issuance of capital stock		80,000			—			—			—			—			80,000
Cash provided by financing activities		28,499			121,501			85,758			42,657			(121,501	)		156,914
Investing activities:
Property and equipment additions		—			—			(225,436	)		(27,612	)		—			(253,048	)
Proceeds from disposal of property and equipment		—			—			165,232			6			—			165,238
Aircraft deposits net of lease inception refunds		—			—			(59,360	)		—						(59,360	)
Restricted cash		—			—			536			(13,514	)		—			(12,978	)
Distributions from equity investments		—			—			936			—			—			936
Cash used in investing activities		—			—			(118,092	)		(41,120	)		—			(159,212	)
Cash provided by (used in) continuing operations		(414	)		(54,682	)		55,668			(57,802	)		54,682			(2,548	)
Cash provided by (used in) discontinued operations:
Cash flows used in operating activities		—			—			(1,695	)		—			—			(1,695	)
Cash flows provided by financing activities		—			—			1,695			—			—			1,695
Cash provided by (used in) discontinued operations		—			—			—			—			—			—
Effect of exchange rate changes on cash and cash equivalents		—			—			(15,715	)		(3,984	)		—			(19,699	)
Change in cash and cash equivalents during the year		(414	)		(54,682	)		39,953			(61,786	)		54,682			(22,247	)
Cash and cash equivalents, beginning of the year		28			2,692			15,016			53,877			(2,692	)		68,921
Cash and cash equivalents, end of the year	$	(386	)	$	(51,990	)	$	54,969		$	(7,909	)	$	51,990		$	46,674

29. Supplemental condensed consolidated financial information:

The Company and certain of its direct and indirect wholly-owned subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guaranteed on a joint and several basis certain outstanding indebtedness of CHC Helicopter SA. The following consolidating schedules present financial information as of April 30, 2012 and 2011 and for the years ended April 30, 2012, 2011 and 2010, respectively, based on the guarantor structure that was in place at April 30, 2012.

6922767 HOLDING S.à.r.l.

Notes to Consolidated Financial Statements

Balance Sheets as at April 30, 2012 (Expressed in thousands of United States dollars)	Parent		Issuer			Guarantor		Non-guarantor		Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	196	$	(6,771	)	$	41,032	$	14,319	$	6,771		$	55,547
Receivables, net of allowance for doubtful accounts		4		113			115,853		150,881		(736	)		266,115
Current intercompany receivables		6,065		463,703			521,817		282,677		(1,274,262	)		—
Income taxes receivable		—		—			4,203		16,544		—			20,747
Deferred income tax assets		—		—			5,192		3,350		—			8,542
Inventories		—		—			80,879		9,134		—			90,013
Prepaid expenses		—		—			12,088		9,095		—			21,183
Other assets		—		14,202			38,973		38,575		(58,555	)		33,195
		6,265		471,247			820,037		524,575		(1,326,782	)		495,342
Property and equipment, net		—		—			950,024		77,217		(381	)		1,026,860
Investments		661,373		324,255			358,315		15,548		(1,335,265	)		24,226
Intangible assets		—		—			215,949		1,941		—			217,890
Goodwill		—		—			336,703		97,108		—			433,811
Restricted cash		—		—			6,039		19,955		—			25,994
Other assets		—		31,497			333,683		29,362		(31,439	)		363,103
Long term intercompany receivables		—		873,263			30,151		496,926		(1,400,340	)		—
Deferred income tax assets		—		—			30,759		18,184		—			48,943
Assets held for sale		—		—			79,813		—		—			79,813
	$	667,638	$	1,700,262		$	3,161,473	$	1,280,816	$	(4,094,207	)	$	2,715,982
Liabilities
Current Liabilities
Payables and accruals	$	45	$	5,796		$	255,960	$	107,059	$	(5,796	)	$	363,064
Deferred revenue		—		—			14,020		9,717		—			23,737
Income taxes payable		5,433		3,908			20,763		17,385		(3,908	)		43,581
Current intercompany payables		1,352		31,754			327,798		489,454		(850,358	)		—
Deferred income tax liabilities		—		—			11,652		77		—			11,729
Current facility secured by accounts receivable		—		—			—		45,566		—			45,566
Other liabilities		—		34,606			49,277		18,641		(78,876	)		23,648
Current portion of long-term debt		—		—			17,701		—		—			17,701
		6,830		76,064			697,171		687,899		(938,938	)		529,026
Long-term debt		—		1,209,109			1,269,379		—		(1,209,109	)		1,269,379
Long-term intercompany payables		—		—			449,595		69,313		(518,908	)		—
Liabilities held for sale		—		—			—		—		—			—
Deferred revenue		—		—			17,955		25,562		—			43,517
Other liabilities		16		—			107,491		84,014		—			191,521
Deferred income tax liabilities		—		—			16,931		3,141		—			20,072
Total liabilities		6,846		1,285,173			2,558,522		869,929		(2,666,955	)		2,053,515
Redeemable non-controlling interests		—		—			—		1,675		—			1,675
Shareholders’ equity		660,792		415,089			602,951		409,212		(1,427,252	)		660,792
	$	667,638	$	1,700,262		$	3,161,473	$	1,280,816	$	(4,094,207	)	$	2,715,982

6922767 HOLDING S.à.r.l.

Notes to Consolidated Financial Statements

Statements of Operations as at April 30, 2012 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Revenue	$	—		$	—		$	1,154,778		$	1,093,376		$	(555,615	)	$	1,692,539
Operating expenses:
Direct costs		—			(2	)		(865,677	)		(1,071,839	)		555,618			(1,381,900	)
Earnings from equity accounted investees		(107,782	)		(102,017	)		(42,236	)		1,178			253,701			2,844
General and administration costs		(387	)		32,223			(37,504	)		(31,515	)		(32,407	)		(69,590	)
Amortization		—			—			(98,755	)		(14,212	)		—			(112,967	)
Restructuring costs		—			—			(18,359	)		(4,152	)		—			(22,511	)
Recovery of receivables and funded residual value guarantees		—			—			272			—			—			272
Impairment of intangible assets		—			—			(4,218	)		—			—			(4,218	)
Impairment of property and equipment		—			—			—			—			—			—
Impairment of assets held for sale		—			—			(12,794	)		(675	)		—			(13,469	)
Gain on disposal of assets		—			—			7,335			834			—			8,169
		(108,169	)		(69,796	)		(1,071,936	)		(1,120,381	)		776,912			(1,593,370	)
Operating income (loss)		(108,169	)		(69,796	)		82,842			(27,005	)		221,297			99,169
Financing charges		(32	)		(42,655	)		(120,835	)		(8,978	)		42,655			(129,845	)
Loss from continuing operations before income tax		(108,201	)		(112,451	)		(37,993	)		(35,983	)		263,952			(30,676	)
Income tax recovery (expense)		779			(3,072	)		(53,683	)		4,687			3,072			(48,217	)
Loss from continuing operations		(107,422	)		(115,523	)		(91,676	)		(31,296	)		267,024			(78,893	)
Loss from discontinued operations, net of tax		—			—			(16,107	)		—			—			(16,107	)
Loss for the year	$	(107,422	)	$	(115,523	)	$	(107,783	)	$	(31,296	)	$	267,024		$	(95,000	)
Net earnings (loss) attributable to:
Controlling interest	$	(107,422	)	$	(115,523	)	$	(107,783	)	$	(43,718	)	$	267,024		$	(107,422	)
Non-controlling interests		—			—			—			12,422			—			12,422
Loss for the year	$	(107,422	)	$	(115,523	)	$	(107,783	)	$	(31,296	)	$	267,024		$	(95,000	)
Comprehensive loss		(184,219	)		(190,410	)		(184,580	)		(68,832	)		442,410			(185,631	)

6922767 HOLDING S.à.r.l.

Notes to Consolidated Financial Statements

Statements of Cash Flows for the year ended April 30, 2012 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Cash provided by operating activities	$	(28,331	)	$	(174,931	)	$	97,930		$	(13,998	)	$	134,931		$	15,601
Financing activities:
Sold interest in accounts receivable, net of collections		—			—			—			27,203			—			27,203
Long term debt proceeds		—			835,000			867,853			—			(835,000	)		867,853
Long term debt repayments		—			(780,000	)		(786,808	)		—			780,000			(786,808	)
Long term intercompany flow issuance of debt		(71,501	)		71,501			71,501			—			(71,501	)		—
Dividends paid (received)		—			40,000			(40,000	)		—			—			—
Senior secured notes, senior credit facility and revolver deferred financing costs		—			(1,033	)		(1,033	)		—			1,033			(1,033	)
Proceeds from the issuance of capital stock		100,000			—			—			—			—			100,000
Cash (used in) provided by financing activities		28,499			165,468			111,513			27,203			(125,468	)		207,215
Investing activities:
Property and equipment additions		—			—			(341,325	)		(35,299	)		—			(376,624	)
Proceeds from disposal of property and equipment		—			—			218,253			6			—			218,259
Aircraft deposits net of lease inception refunds		—			—			(47,307	)		—			—			(47,307	)
Restricted cash		—			—			536			(13,671	)		—			(13,135	)
Distributions from equity investments		—			—			1,134			—			—			1,134
Cash used in investing activities		—			—			(168,709	)		(48,964	)		—			(217,673	)
Cash (used in) provided by continuing operations		168			(9,463	)		40,734			(35,759	)		9,463			5,143
Cash flows (used in) provided by discontinued operations:
Cash flows provided by (used in) operating activities		—			—			2,240			—			—			2,240
Cash flows provided by financing activities		—			—			(2,240	)		—			—			(2,240	)
Cash provided by discontinued operations		—			—			—			—			—			—
Effect of exchange rate changes on cash and cash equivalents		—			—			(14,718	)		(3,799	)		—			(18,517	)
Change in cash and cash equivalents during the year		168			(9,463	)		26,016			(39,558	)		9,463			(13,374	)
Cash and cash equivalents, beginning of the year		28			2,692			15,016			53,877			(2,692	)		68,921
Cash and cash equivalents, end of the year	$	196		$	(6,771	)	$	41,032		$	14,319		$	6,771		$	55,547

6922767 HOLDING S.à.r.l.

Notes to Consolidated Financial Statements

Balance Sheets as at April 30, 2011 (Expressed in thousands of United States dollars)	Parent		Issuer		Guarantor			Non-guarantor		Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	28	$	2,692	$	15,016		$	53,877	$	(2,692	)	$	68,921
Receivables, net of allowance for doubtful accounts		4		113		114,771			108,394		(717	)		222,565
Current intercompany receivables		6,099		354,672		438,739			227,097		(1,026,607	)		—
Income taxes receivable		—		—		1			11,456		—			11,457
Deferred income tax assets		—		—		9,637			2,169		(4,210	)		7,596
Inventories		—		—		91,413			10,811		—			102,224
Prepaid expenses		69		—		8,007			9,777		—			17,853
Other assets		—		8,390		27,186			83,322		(82,664	)		36,234
		6,200		365,867		704,770			506,903		(1,116,890	)		466,850
Property and equipment, net		—		—		1,078,542			55,338		(381	)		1,133,499
Investments		773,706		555,426		437,943			14,368		(1,757,895	)		23,548
Intangible assets		—		—		241,046			2,138		—			243,184
Goodwill		—		—		349,373			98,748		—			448,121
Restricted cash		—		—		6,798			6,421		—			13,219
Other assets		—		35,595		292,382			26,671		(35,595	)		319,053
Long term intercompany receivables		—		932,192		30,795			508,612		(1,471,599	)		—
Deferred income tax assets		—		—		72,796			21,644		(3,558	)		90,882
Assets held for sale		—		—		46,234			3,565		—			49,799
	$	779,906	$	1,889,080	$	3,260,679		$	1,244,408	$	(4,385,918	)	$	2,788,155
Liabilities
Current Liabilities
Payables and accruals	$	20	$	6,383	$	219,217		$	145,611	$	(6,383	)	$	364,848
Deferred revenue		—		—		16,114			8,069		—			24,183
Income taxes payable		6,882		4,088		(4,913	)		32,731		(9,656	)		29,132
Current intercompany payables		28,712		92,601		324,848			345,739		(791,900	)		—
Deferred income tax liabilities		—		—		12,373			1,900		(1,238	)		13,035
Current facility secured by accounts receivable		—		—		—			21,571		—			21,571
Other liabilities		—		81,858		91,022			19,351		(159,925	)		32,306
Current portion of long-term debt		—		—		106,642			—		—			106,642
		35,614		184,930		765,303			574,972		(969,102	)		591,717
Long-term debt		—		1,152,936		1,184,844			—		(1,152,936	)		1,184,844
Long-term intercompany payables		—		—		468,315			71,083		(539,398	)		—
Liabilities held for sale		—		—		1,608			—		—			1,608
Deferred revenue		—		—		13,014			24,785		—			37,799
Other liabilities		16		2		105,685			82,953		(2	)		188,654
Deferred income tax liabilities		—		—		27,812			8,358		—			36,170
Total liabilities		35,630		1,337,868		2,566,581			762,151		(2,661,438	)		2,040,792
Redeemable non-controlling interests		—		—		—			3,087		—			3,087
Shareholders’ equity		744,276		551,212		694,098			479,170		(1,724,480	)		744,276
	$	779,906	$	1,889,080	$	3,260,679		$	1,244,408	$	(4,385,918	)	$	2,788,155

6922767 HOLDING S.à.r.l.

Notes to Consolidated Financial Statements

Statements of Operations as at April 30, 2011 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Revenue	$	—		$	—		$	882,995		$	1,008,060		$	(445,595	)	$	1,445,460
Operating expenses:
Direct costs		—			—			(702,455	)		(954,801	)		445,576			(1,211,680	)
Earnings from equity accounted investees		(55,754	)		(72,037	)		8,669			585			120,696			2,159
General and administration costs		(572	)		(15,203	)		(28,576	)		(36,088	)		15,048			(65,391	)
Amortization		—			—			(93,790	)		(5,835	)		—			(99,625	)
Restructuring costs		—			—			(4,751	)		—			—			(4,751	)
Impairment of receivables and funded residual value guarantees		—			—			(1,919	)		—			—			(1,919	)
Impairment of intangible assets		—			—			(20,608	)		—			—			(20,608	)
Impairment of property and equipment		—			—			—			—			—			—
Impairment of assets held for sale		—			—			(5,228	)		(11	)		—			(5,239	)
Gain on disposal of assets		—			—			5,263			1,930			—			7,193
		(56,326	)		(87,240	)		(843,395	)		(994,220	)		581,320			(1,399,861	)
Operating income (loss)		(56,326	)		(87,240	)		39,600			13,840			135,725			45,599
Financing charges		(12,480	)		24,032			(147,367	)		19,558			(24,325	)		(140,582	)
Loss from continuing operations before income tax		(68,806	)		(63,208	)		(107,767	)		33,398			111,400			(94,983	)
Income tax recovery (expense)		(1,532	)		(4,301	)		55,215			(19,863	)		3,397			32,916
Loss from continuing operations		(70,338	)		(67,509	)		(52,552	)		13,535			114,797			(62,067	)
Loss from discontinued operations, net of tax		—			—			(3,202	)		—			—			(3,202	)
Loss for the year	$	(70,338	)	$	(67,509	)	$	(55,754	)	$	13,535		$	114,797		$	(65,269	)
Net earnings (loss) attributable to:
Controlling interest	$	(70,338	)	$	(67,509	)	$	(55,754	)	$	8,466		$	114,797		$	(70,338	)
Non-controlling interests		—			—			—			5,069			—			5,069
Loss for the year	$	(70,338	)	$	(67,509	)	$	(55,754	)	$	13,535		$	114,797		$	(65,269	)
Comprehensive income		49,972			47,137			64,556			90,841			(174,420	)		78,086

6922767 HOLDING S.à.r.l.

Notes to Consolidated Financial Statements

Statements of Cash Flows for the year ended April 30, 2011 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Cash provided by operating activities	$	(153	)	$	(91,172	)	$	(9,200	)	$	51,643		$	91,172		$	42,290
Financing activities:
Sold interest in accounts receivable, net of collections		—			—			—			(25,309	)		—			(25,309	)
Proceeds from the senior secured notes		—			1,082,389			1,082,389			—			(1,082,389	)		1,082,389
Repayment of the senior credit facility debt		—			(1,020,550	)		(1,020,550	)		—			1,020,550			(1,020,550	)
Redemption of senior subordinated notes		—			—			(129	)		—			—			(129	)
Settlement of the interest rate swap and other breakage fees		—			(45,711	)		(45,711	)		—			45,711			(45,711	)
Long term debt proceeds		—			262,800			262,800			—			(262,800	)		262,800
Long term debt repayments		—			(199,737	)		(213,920	)		—			199,737			(213,920	)
Long term intercompany flow issuance of debt		—			—			4,518			(4,518	)		—			—
Senior secured notes, senior credit facility and revolver deferred financing costs		—			(42,650	)		(42,721	)		—			42,650			(42,721	)
Proceeds from the issuance of capital stock		146			—			—			—			—			146
Cash (used in) provided by financing activities		146			36,541			26,676			(29,827	)		(36,541	)		(3,005	)
Investing activities:
Property and equipment additions		—			—			(204,581	)		(24,223	)		—			(228,804	)
Proceeds from disposal of property and equipment		—			—			61,739			29			—			61,768
Proceeds from the sale of the flight training operations to CAE Inc.		—			—			20,693			9,086			—			29,779
Aircraft deposits net of lease inception refunds		—			—			(28,253	)		—			—			(28,253	)
Restricted cash		—			—			(105	)		4,860			—			4,755
Cash used in investing activities		—			—			(150,507	)		(10,248	)		—			(160,755	)
Cash (used in) provided by continuing operations		(7	)		(54,631	)		(133,031	)		11,568			54,631			(121,470	)
Cash flows (used in) provided by discontinued operations:
Cash flows provided by (used in) operating activities		—			—			(1,032	)		—			—			(1,032	)
Cash flows provided by financing activities		—			—			1,032			—			—			1,032
Cash provided by discontinued operations		—			—			—			—			—			—
Effect of exchange rate changes on cash and cash equivalents		—			—			10,788			4,643			—			15,431
Change in cash and cash equivalents during the year		(7	)		(54,631	)		(122,243	)		16,211			54,631			(106,039	)
Cash and cash equivalents, beginning of the year		35			57,323			137,259			37,666			(57,323	)		174,960
Cash and cash equivalents, end of the year	$	28		$	2,692		$	15,016		$	53,877		$	(2,692	)	$	68,921

6922767 HOLDING S.à.r.l.

Notes to Consolidated Financial Statements

Statements of Operations for the year ended April 30, 2010 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Revenue	$	—		$	—		$	829,544		$	903,524		$	(419,502	)	$	1,313,566
Operating expenses:
Direct costs		—			—			(616,824	)		(832,116	)		419,058			(1,029,882	)
Earnings from equity accounted investees		(247,766	)		(114,627	)		27,539			216			336,074			1,436
General and administration costs		(2,483	)		(29,425	)		(37,338	)		(19,574	)		27,663			(61,157	)
Amortization		—			—			(73,985	)		(3,753	)		—			(77,738	)
Restructuring costs		—			—			(3,931	)		(924	)		—			(4,855	)
Impairment of receivables and funded residual value guarantees		—			—			(11,588	)		(1,678	)		—			(13,266	)
Impairment of intangible assets		—			—			(53,903	)		—			—			(53,903	)
Impairment of property and equipment		—			—			(34,805	)		(1,435	)		—			(36,240	)
Impairment of assets held for sale		—			—			(21,823	)		(4,762	)		—			(26,585	)
Gain (loss) on disposal of assets		—			—			6,518			(8,822	)		(382	)		(2,686	)
Goodwill impairment		—			—			—			—			—			—
		(250,249	)		(144,052	)		(820,140	)		(872,848	)		782,413			(1,304,876	)
Operating income (loss)		(250,249	)		(144,052	)		9,404			30,676			362,911			8,690
Financing charges		183,002			88,342			(261,597	)		4,235			(88,441	)		(74,459	)
Loss from continuing operations before income tax		(67,247	)		(55,710	)		(252,193	)		34,911			274,470			(65,769	)
Income tax recovery (expense)		(3,360	)		(4,360	)		5,863			(11,801	)		4,361			(9,297	)
Loss from continuing operations		(70,607	)		(60,070	)		(246,330	)		23,110			278,831			(75,066	)
Loss from discontinued operations, net of tax		—			—			(1,436	)		—			—			(1,436	)
Loss for the year		(70,607	)		(60,070	)		(247,766	)		23,110			278,831			(76,502	)
Net earnings (loss) attributable to:
Controlling interest		(70,607	)		(60,070	)		(247,766	)		29,005			278,831			(70,607	)
Non-controlling interests		—			—			—			(5,895	)		—			(5,895	)
Loss for the year	$	(70,607	)	$	(60,070	)	$	(247,766	)	$	23,110		$	278,831		$	(76,502	)
Comprehensive loss		(39,723	)		(32,790	)		(216,882	)		(19,647	)		244,292			(64,750	)

6922767 HOLDING S.à.r.l.

Notes to Consolidated Financial Statements

Statements of Cash Flows for the year ended April 30, 2010 (Expressed in thousands of United States dollars)	Parent			Issuer			Guarantor			Non-guarantor			Eliminations			Consolidated
Cash provided by operating activities	$	34		$	15,179		$	59,710		$	14,556		$	(15,179	)	$	74,300
Financing activities:
Issuance of convertible preferred equity certificates		—			—			—			—			—			—
Redemption of convertible preferred equity certificates		(20,000	)		—			—			—			—			(20,000	)
Sold interest in accounts receivable, net of collections		—			—			—			43,214			—			43,214
Long term debt proceeds		—			268,300			275,919			—			(268,300	)		275,919
Long term intercompany flow issuance of debt		—			—			21,569			(21,569	)		—			—
Long term debt repayments		—			(256,675	)		(276,214	)		(1	)		256,675			(276,215	)
Long term intercompany flow repayment of debt		—			—			28,891			(28,891	)		—			—
Senior secured notes, senior credit facility and revolver deferred financing costs		—			(182	)		(182	)		—			182			(182	)
Cash (used in) provided by financing activities		(20,000	)		11,443			49,983			(7,247	)		(11,443	)		22,736
Investing activities:
Property and equipment additions		—			—			(147,842	)		(14,895	)		—			(162,737	)
Proceeds from disposal of property and equipment		—			—			84,272			20,956			—			105,228
Aircraft deposits net of lease inception refunds		—			—			(42,606	)		—			—			(42,606	)
Restricted cash		—			—			(1	)		(3,860	)		—			(3,861	)
Investment in subsidiaries, net of cash acquired		—			—			(13,300	)		—			—			(13,300	)
Distributions from equity investments		—			—			1,275			—			—			1,275
Cash used in investing activities		—			—			(118,202	)		2,201			—			(116,001	)
Cash (used in) provided by continuing operations		(19,966	)		26,622			(8,509	)		9,510			(26,622	)		(18,965	)
Cash flows (used in) provided by discontinued operations
Cash flows used in operating activities		—			—			(1	)		—			—			(1	)
Cash flows provided by financing activities		—			—			1			—			—			1
Cash provided by discontinued operations		—			—			—			—			—			—
Effect of exchange rate changes on cash and cash equivalents		—			—			(680	)		1,533			—			853
Change in cash and cash equivalents during the year		(19,966	)		26,622			(9,189	)		11,043			(26,622	)		(18,112	)
Cash and cash equivalents, beginning of the year		20,001			30,701			146,448			32,818			(30,701	)		199,267
Less: cash and cash equivalents from deconsolidation of variable interest entities		—			—			—			(6,195	)		—			(6,195	)
Cash and cash equivalents, end of the year	$	35		$	57,323		$	137,259		$	37,666		$	(57,323	)	$	174,960