Condensed Consolidating Financial Information | 13. CONDENSED CONSOLIDATING FINANCIAL INFORMATION 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. PHI, Inc. directly or indirectly owns 100% of all of its domestic subsidiaries. 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. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) (Unaudited) June 30, 2015 Parent Guarantor (1) Eliminations Consolidated ASSETS Current Assets: Cash $ 48 $ 3,611 $ — $ 3,659 Short-term investments 217,071 — — 217,071 Accounts receivable – net 86,298 86,225 — 172,523 Intercompany receivable — 93,863 (93,863 ) — Inventories of spare parts – net 61,404 8,916 — 70,320 Prepaid expenses 8,837 2,999 — 11,836 Deferred income taxes 9,915 — — 9,915 Income taxes receivable 1,068 159 — 1,227 Total current assets 384,641 195,773 (93,863 ) 486,551 Investment in subsidiaries 348,123 — (348,123 ) — Property and equipment – net 676,478 234,634 — 911,112 Restricted investments 15,336 — — 15,336 Other assets 14,648 204 — 14,852 Total assets $ 1,439,226 $ 430,611 $ (441,986 ) $ 1,427,851 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 58,387 $ 4,747 $ — $ 63,134 Accrued and other current liabilities 34,024 14,526 — 48,550 Intercompany payable 93,863 — (93,863 ) — Total current liabilities 186,274 19,273 (93,863 ) 111,684 Long-term debt 535,500 — — 535,500 Deferred income taxes and other long-term liabilities 102,532 63,215 — 165,747 Shareholders’ Equity: Common stock and paid-in capital 304,103 112,199 (112,199 ) 304,103 Accumulated other comprehensive loss (197 ) — — (197 ) Retained earnings 311,014 235,924 (235,924 ) 311,014 Total shareholders’ equity 614,920 348,123 (348,123 ) 614,920 Total liabilities and shareholders’ equity $ 1,439,226 $ 430,611 $ (441,986 ) $ 1,427,851 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) December 31, 2014 Parent Guarantor (1) Eliminations Consolidated 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 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 Total assets $ 1,395,287 $ 434,272 $ (453,479 ) $ 1,376,080 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 ) — 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 Total shareholders’ equity 597,068 358,209 (358,209 ) 597,068 Total liabilities and shareholders’ equity $ 1,395,287 $ 434,272 $ (453,479 ) $ 1,376,080 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) (Unaudited) For the quarter ended June 30, 2015 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 115,040 $ 83,507 $ — $ 198,547 Expenses: Direct expenses 103,483 65,349 (4 ) 168,828 Selling, general and administrative expenses 9,471 2,576 — 12,047 Total operating expenses 112,954 67,925 (4 ) 180,875 Gain on disposal of assets, net (66 ) — — (66 ) Equity in loss of unconsolidated affiliate 106 — — 106 Operating income 2,046 15,582 4 17,632 Equity in net income of consolidated subsidiaries (9,230 ) — 9,230 — Interest expense 7,155 — — 7,155 Other income, net (571 ) — 4 (567 ) (2,646 ) — 9,234 6,588 Earnings before income taxes 4,692 15,582 (9,230 ) 11,044 Income tax (benefit) expense (1,762 ) 6,352 — 4,590 Net earnings $ 6,454 $ 9,230 $ (9,230 ) $ 6,454 For the quarter ended June 30, 2014 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 122,392 $ 89,753 $ — $ 212,145 Expenses: Direct expenses 102,915 67,442 — 170,357 Selling, general and administrative expenses 8,629 3,031 — 11,660 Management fees (3,590 ) 3,590 — — Total operating expenses 107,954 74,063 — 182,017 Loss (gain) on disposal of assets, net 1,199 (957 ) — 242 Equity in loss of unconsolidated affiliate 65 — — 65 Operating income 13,174 16,647 — 29,821 Equity in net income of consolidated subsidiaries (10,111 ) — 10,111 — Interest expense 7,673 — — 7,673 Loss on debt extinguishment 617 — — 617 Other income, net (169 ) — — (169 ) (1,990 ) — 10,111 8,121 Earnings before income taxes 15,164 16,647 (10,111 ) 21,700 Income tax expense 1,796 6,536 — 8,332 Net earnings $ 13,368 $ 10,111 $ (10,111 ) $ 13,368 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors’ subsidiaries amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) (Unaudited) For the six months ended June 30, 2015 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 243,697 $ 159,047 $ — $ 402,744 Expenses: Direct expenses 209,965 128,079 (9 ) 338,035 Selling, general and administrative expenses 17,979 5,305 — 23,284 Total operating expenses 227,944 133,384 (9 ) 361,319 Gain on disposal of assets, net (73 ) — — (73 ) Equity in loss of unconsolidated affiliate 174 — — 174 Operating income 15,652 25,663 9 41,324 Equity in net income of consolidated subsidiaries (15,362 ) — 15,362 — Interest expense 14,325 — — 14,325 Other income, net (1,034 ) (4 ) 9 (1,029 ) (2,071 ) (4 ) 15,371 13,296 Earnings before income taxes 17,723 25,667 (15,362 ) 28,028 Income tax expense 906 10,305 — 11,211 Net earnings $ 16,817 $ 15,362 $ (15,362 ) $ 16,817 For the six months ended June 30, 2014 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 246,746 $ 162,470 $ — $ 409,216 Expenses: Direct expenses 199,341 129,669 — 329,010 Selling, general and administrative expenses 15,710 5,278 — 20,988 Management fees (6,499 ) 6,499 — — Total operating expenses 208,552 141,446 — 349,998 Loss on disposal of assets, net 1,315 — — 1,315 Equity in loss of unconsolidated affiliate 106 — — 106 Operating income 36,773 21,024 — 57,797 Equity in net income of consolidated subsidiaries (12,846 ) — 12,846 — Interest expense 15,037 — — 15,037 Loss on debt extinguishment 29,833 — — 29,833 Other income, net (260 ) — — (260 ) 31,764 — 12,846 44,610 Earnings before income taxes 5,009 21,024 (12,846 ) 13,187 Income tax (benefit) expense (3,038 ) 8,178 — 5,140 Net earnings $ 8,047 $ 12,846 $ (12,846 ) $ 8,047 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors’ subsidiaries amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (Thousands of dollars) (Unaudited) For the quarter ended June 30, 2015 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 6,454 $ 9,230 $ (9,230 ) $ 6,454 Unrealized loss on short-term investments (158 ) — — (158 ) Tax effect 63 — — 63 Total Comprehensive Income $ 6,359 $ 9,230 $ (9,230 ) $ 6,359 For the quarter ended June 30, 2014 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 13,368 $ 10,111 $ (10,111 ) $ 13,368 Unrealized loss on short-term investments 25 — — 25 Changes in pension plan assets and benefit obligations 11 — — 11 Tax effect (14 ) — — (14 ) Total Comprehensive Income $ 13,390 $ 10,111 $ (10,111 ) $ 13,390 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors’ subsidiaries amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (Thousands of dollars) (Unaudited) For the six months ended June 30, 2015 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 16,817 $ 15,362 $ (15,362 ) $ 16,817 Unrealized loss on short-term investments (19 ) — — (19 ) Unrealized realized gain 24 — — 24 Tax effect 9 — — 9 Total Comprehensive Income $ 16,831 $ 15,362 $ (15,362 ) $ 16,831 For the six months ended June 30, 2014 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 8,047 $ 12,846 $ (12,846 ) $ 8,047 Unrealized loss on short-term investments 39 — — 39 Changes in pension plan assets and benefit obligations 9 — — 9 Tax effect (19 ) — — (19 ) Total Comprehensive Income $ 8,076 $ 12,846 $ (12,846 ) $ 8,076 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors’ subsidiaries amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) (Unaudited) For the six months ended June 30, 2015 Parent Guarantor (1) Eliminations Consolidated Net cash provided by operating activities $ 46,696 $ 22,612 $ — $ 69,308 Investing activities: Purchase of property and equipment (29,502 ) — — (29,502 ) Proceeds from asset dispositions 567 — — 567 Purchase of short-term investments (290,469 ) — — (290,469 ) Proceeds from sale of short-term investments 257,454 — — 257,454 Payments of deposits on aircraft (131 ) — — (131 ) Net cash used in investing activities (62,081 ) — — (62,081 ) Financing activities: Proceeds from line of credit 119,740 — — 119,740 Payments on line of credit (127,240 ) — — (127,240 ) Repurchase of common stock for payroll tax withholding requirements (2,338 ) — — (2,338 ) Due to/from affiliate, net 25,220 (25,220 ) — — Net cash provided by financing activities 15,382 (25,220 ) — (9,838 ) Decrease in cash (3 ) (2,608 ) — (2,611 ) Cash, beginning of period 51 6,219 — 6,270 Cash, end of period $ 48 $ 3,611 $ — $ 3,659 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) (Unaudited) For the six months ended June 30, 2014 Parent Guarantor (1)(2) Eliminations Consolidated Net cash provided by operating activities $ 29,159 $ 16,137 $ — $ 45,296 Investing activities: Purchase of property and equipment (66,887 ) — — (66,887 ) Proceeds from asset dispositions 7,170 — — 7,170 Purchase of short-term investments (233,606 ) — — (233,606 ) Proceeds from sale of short-term investments 182,336 — — 182,336 Refund of deposits on aircraft 6,473 — — 6,473 Payments of deposits on aircraft (6,837 ) — — (6,837 ) Loan to unconsolidated affiliate (200 ) — — (200 ) Net cash used in investing activities (111,551 ) — — (111,551 ) Financing activities: Proceeds from issuance of Senior Notes due 2019 500,000 — — 500,000 Premium and costs to retire debt early (26,749 ) — — (26,749 ) Repayment of Senior Notes due 2018 (300,000 ) — — (300,000 ) Debt issuance costs (6,137 ) — — (6,137 ) 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, net (3,224 ) 3,224 — — Net cash provided by financing activities 84,714 3,224 — 87,938 Increase in cash 2,322 19,361 — 21,683 Cash, beginning of period 52 882 — 934 Cash, end of period $ 2,374 $ 20,243 $ — $ 22,617 (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. |