Condensed Consolidating Financial Information | Condensed Consolidating Financial Information 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 13 as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this Note 13 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. The Company's condensed consolidating financial statements are presented in the following tables: Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended March 31, 2019 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 656,090 $ 792 $ (131 ) $ 656,751 Operating Expenses: Wages and benefits — 175,065 — — 175,065 Aircraft fuel, including taxes and delivery — 126,104 — — 126,104 Maintenance, materials and repairs — 61,802 1,243 — 63,045 Aircraft and passenger servicing — 38,900 — — 38,900 Commissions and other selling — 30,865 18 (47 ) 30,836 Aircraft rent — 30,367 29 — 30,396 Other rentals and landing fees — 31,019 27 — 31,046 Depreciation and amortization — 36,492 1,659 — 38,151 Purchased services 54 32,193 222 (16 ) 32,453 Other 1,842 35,856 449 (68 ) 38,079 Total 1,896 598,663 3,647 (131 ) 604,075 Operating Income (Loss) (1,896 ) 57,427 (2,855 ) — 52,676 Nonoperating Income (Expense): Undistributed net income of subsidiaries 37,849 — — (37,849 ) — Interest expense and amortization of debt discounts and issuance costs — (7,514 ) (16 ) — (7,530 ) Interest income 8 2,975 — — 2,983 Capitalized interest — 1,285 — — 1,285 Gains on fuel derivatives — 570 — — 570 Other, net — (1,069 ) 44 — (1,025 ) Total 37,857 (3,753 ) 28 (37,849 ) (3,717 ) Income (Loss) Before Income Taxes 35,961 53,674 (2,827 ) (37,849 ) 48,959 Income tax expense (benefit) (397 ) 13,591 (593 ) — 12,601 Net Income (Loss) $ 36,358 $ 40,083 $ (2,234 ) $ (37,849 ) $ 36,358 Comprehensive Income (Loss) $ 38,619 $ 42,344 $ (2,234 ) $ (40,110 ) $ 38,619 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended March 31, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 663,412 $ 2,127 $ (127 ) $ 665,412 Operating Expenses: Wages and benefits — 168,709 — — 168,709 Aircraft fuel, including taxes and delivery — 133,446 — — 133,446 Maintenance, materials and repairs — 57,494 647 — 58,141 Aircraft and passenger servicing — 36,518 — — 36,518 Commissions and other selling (5 ) 31,958 20 (48 ) 31,925 Aircraft rent — 31,900 — — 31,900 Depreciation and amortization — 31,275 970 — 32,245 Other rentals and landing fees — 30,815 — — 30,815 Purchased services 90 30,868 178 (15 ) 31,121 Contract terminations expense — 35,322 — — 35,322 Other 1,581 37,123 365 (64 ) 39,005 Total 1,666 625,428 2,180 (127 ) 629,147 Operating Income (Loss) (1,666 ) 37,984 (53 ) — 36,265 Nonoperating Income (Expense): Undistributed net income of subsidiaries 29,810 — — (29,810 ) — Interest expense and amortization of debt discounts and issuance costs — (8,555 ) — — (8,555 ) Interest income 65 1,409 — — 1,474 Capitalized interest — 2,238 — — 2,238 Gains on fuel derivatives — 4,617 — — 4,617 Other, net (4 ) 1,055 5 — 1,056 Total 29,871 764 5 (29,810 ) 830 Income (Loss) Before Income Taxes 28,205 38,748 (48 ) (29,810 ) 37,095 Income tax expense (benefit) (337 ) 8,900 (10 ) — 8,553 Net Income (Loss) $ 28,542 $ 29,848 $ (38 ) $ (29,810 ) $ 28,542 Comprehensive Income (Loss) $ 21,351 $ 22,657 $ (38 ) $ (22,619 ) $ 21,351 Condensed Consolidating Balance Sheets March 31, 2019 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 4,257 $ 352,136 $ 8,707 $ — $ 365,100 Short-term investments — 166,817 — — 166,817 Accounts receivable, net — 109,685 1,290 (317 ) 110,658 Spare parts and supplies, net — 36,461 — — 36,461 Prepaid expenses and other 301 60,022 230 — 60,553 Total 4,558 725,121 10,227 (317 ) 739,589 Property and equipment at cost — 2,698,634 89,651 — 2,788,285 Less accumulated depreciation and amortization — (661,647 ) (16,781 ) — (678,428 ) Property and equipment, net — 2,036,987 72,870 — 2,109,857 Operating lease right-of-use assets — 613,103 — — 613,103 Long-term prepayments and other — 170,709 304 — 171,013 Goodwill and other intangible assets, net — 119,975 577 — 120,552 Intercompany receivable — 478,365 — (478,365 ) — Investment in consolidated subsidiaries 1,438,210 — 504 (1,438,714 ) — TOTAL ASSETS $ 1,442,768 $ 4,144,260 $ 84,482 $ (1,917,396 ) $ 3,754,114 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 776 $ 142,417 $ 2,191 $ (317 ) $ 145,067 Air traffic liability — 686,165 4,845 — 691,010 Other accrued liabilities — 130,452 294 — 130,746 Current maturities of long-term debt, less discount, and finance lease obligations — 93,479 4 — 93,483 Current maturities of operating leases — 90,481 — — 90,481 Total 776 1,142,994 7,334 (317 ) 1,150,787 Long-term debt and finance lease obligations — 519,105 — — 519,105 Intercompany payable 466,932 — 11,433 (478,365 ) — Other liabilities and deferred credits: Noncurrent operating leases — 480,979 — — 480,979 Accumulated pension and other post-retirement benefit obligations — 180,232 — — 180,232 Other liabilities and deferred credits — 106,377 1,120 — 107,497 Noncurrent frequent flyer deferred revenue — 170,149 — — 170,149 Deferred tax liabilities, net — 170,305 — — 170,305 Total — 1,108,042 1,120 — 1,109,162 Shareholders’ equity 975,060 1,374,119 64,595 (1,438,714 ) 975,060 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,442,768 $ 4,144,260 $ 84,482 $ (1,917,396 ) $ 3,754,114 Condensed Consolidating Balance Sheets December 31, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 5,154 $ 255,279 $ 8,144 $ — $ 268,577 Short-term investments — 232,241 — — 232,241 Accounts receivable, net — 109,499 2,569 (234 ) 111,834 Spare parts and supplies, net — 33,942 — — 33,942 Prepaid expenses and other 165 58,296 112 — 58,573 Total 5,319 689,257 10,825 (234 ) 705,167 Property and equipment at cost — 2,756,551 92,021 — 2,848,572 Less accumulated depreciation and amortization — (648,111 ) (15,350 ) — (663,461 ) Property and equipment, net — 2,108,440 76,671 — 2,185,111 Long-term prepayments and other 62,990 185,161 899 (63,494 ) 185,556 Goodwill and other intangible assets, net — 120,119 693 — 120,812 Intercompany receivable — 456,338 — (456,338 ) — Investment in consolidated subsidiaries 1,325,380 — — (1,325,380 ) — TOTAL ASSETS $ 1,393,689 $ 3,559,315 $ 89,088 $ (1,845,446 ) $ 3,196,646 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 665 $ 139,552 $ 3,163 $ (234 ) $ 143,146 Air traffic liability — 598,387 5,349 — 603,736 Other accrued liabilities — 157,842 312 — 158,154 Current maturities of long-term debt, less discount, and finance lease obligations — 101,052 45 — 101,097 Total 665 996,833 8,869 (234 ) 1,006,133 Long-term debt and finance lease obligations — 604,089 4,595 — 608,684 Intercompany payable 445,030 — 11,308 (456,338 ) — Other liabilities and deferred credits: 0 Accumulated pension and other post-retirement benefit obligations — 182,620 — — 182,620 Other liabilities and deferred credits — 118,682 1,144 — 119,826 Noncurrent frequent flyer deferred revenue — 163,619 — — 163,619 Deferred tax liabilities, net — 167,770 — — 167,770 Total — 632,691 1,144 — 633,835 Shareholders’ equity 947,994 1,325,702 63,172 (1,388,874 ) 947,994 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,393,689 $ 3,559,315 $ 89,088 $ (1,845,446 ) $ 3,196,646 Condensed Consolidating Statements of Cash Flows Three months ended March 31, 2019 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (670 ) $ 152,752 $ (1,402 ) $ — $ 150,680 Cash Flows From Investing Activities: Net payments to affiliates (4,250 ) (20,920 ) — 25,170 — Additions to property and equipment, including pre-delivery deposits — (71,978 ) (2,283 ) — (74,261 ) Proceeds from the sale and sale leaseback of aircraft and aircraft related equipment — 2,780 — — 2,780 Purchases of investments — (71,454 ) — — (71,454 ) Sales of investments — 137,286 — — 137,286 Other — (6,275 ) — — (6,275 ) Net cash used in investing activities (4,250 ) (30,561 ) (2,283 ) 25,170 (11,924 ) Cash Flows From Financing Activities: Long-term borrowings — — — — — Repayments of long-term debt and finance lease obligations — (24,352 ) (2 ) — (24,354 ) Debt issuance costs — — — — — Dividend payments (5,811 ) — — — (5,811 ) Net payments from affiliates 20,920 — 4,250 (25,170 ) — Repurchases of common stock (11,086 ) — — — (11,086 ) Other — (982 ) — — (982 ) Net cash provided by (used in) financing activities 4,023 (25,334 ) 4,248 (25,170 ) (42,233 ) Net increase (decrease) in cash and cash equivalents (897 ) 96,857 563 — 96,523 Cash, cash equivalents, & restricted cash - Beginning of Period 5,154 255,279 8,144 — 268,577 Cash, cash equivalents, & restricted cash - End of Period $ 4,257 $ 352,136 $ 8,707 $ — $ 365,100 Condensed Consolidating Statements of Cash Flows Three months ended March 31, 2018 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (931 ) $ 224,935 $ 1,541 $ — $ 225,545 Cash Flows From Investing Activities: Net payments to affiliates (6,500 ) (6,000 ) — 12,500 — Additions to property and equipment, including pre-delivery deposits — (102,595 ) (8,302 ) — (110,897 ) Purchases of investments — (30,386 ) — — (30,386 ) Sales of investments — 53,984 — — 53,984 Net cash used in investing activities (6,500 ) (84,997 ) (8,302 ) 12,500 (87,299 ) Cash Flows From Financing Activities: Repayments of long-term debt and finance lease obligations — (20,395 ) — — (20,395 ) Dividend payments (6,145 ) — — — (6,145 ) Net payments from affiliates 6,000 — 6,500 (12,500 ) — Repurchases of Common Stock (20,243 ) — — — (20,243 ) Other 78 (3,309 ) — — (3,231 ) Net cash provided by (used in) financing activities (20,310 ) (23,704 ) 6,500 (12,500 ) (50,014 ) Net increase (decrease) in cash and cash equivalents (27,741 ) 116,234 (261 ) — 88,232 Cash, cash equivalents, & restricted cash - Beginning of Period 57,405 126,861 7,687 — 191,953 Cash, cash equivalents, & restricted cash - End of Period $ 29,664 $ 243,095 $ 7,426 $ — $ 280,185 Income Taxes The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |