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) September 30, 2015 Parent Guarantor (1) Eliminations Consolidated ASSETS Current Assets: Cash $ 1,460 $ 4,092 $ — $ 5,552 Short-term investments 284,835 — — 284,835 Accounts receivable – net 91,899 64,095 — 155,994 Intercompany receivable — 96,250 (96,250 ) — Inventories of spare parts – net 60,893 9,282 — 70,175 Prepaid expenses 8,706 2,863 — 11,569 Deferred income taxes 9,915 — — 9,915 Income taxes receivable 1,068 159 — 1,227 Total current assets 458,776 176,741 (96,250 ) 539,267 Investment in subsidiaries 332,687 — (332,687 ) — Property and equipment – net 638,569 248,817 — 887,386 Restricted investments 15,336 — — 15,336 Other assets 10,161 196 — 10,357 Total assets $ 1,455,529 $ 425,754 $ (428,937 ) $ 1,452,346 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 20,510 $ 8,129 $ — $ 28,639 Accrued and other current liabilities 35,399 14,742 — 50,141 Intercompany payable 96,250 — (96,250 ) — Total current liabilities 152,159 22,871 (96,250 ) 78,780 Long-term debt 578,220 — — 578,220 Deferred income taxes and other long-term liabilities 100,955 70,196 — 171,151 Shareholders’ Equity: Common stock and paid-in capital 305,700 86,081 (86,081 ) 305,700 Accumulated other comprehensive loss (188 ) — — (188 ) Retained earnings 318,683 246,606 (246,606 ) 318,683 Total shareholders’ equity 624,195 332,687 (332,687 ) 624,195 Total liabilities and shareholders’ equity $ 1,455,529 $ 425,754 $ (428,937 ) $ 1,452,346 (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) (Unaudited) 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 September 30, 2015 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 124,505 $ 90,228 $ — $ 214,733 Expenses: Direct expenses 111,876 70,192 (4 ) 182,064 Selling, general and administrative expenses 9,219 2,356 — 11,575 Total operating expenses 121,095 72,548 (4 ) 193,639 Gain on disposal of assets, net (165 ) — — (165 ) Equity in loss of unconsolidated affiliate 75 — — 75 Operating income 3,500 17,680 4 21,184 Equity in net income of consolidated subsidiaries (10,682 ) — 10,682 — Interest expense 7,274 92 — 7,366 Other income, net (474 ) (2 ) 4 (472 ) (3,882 ) 90 10,686 6,894 Earnings before income taxes 7,382 17,590 (10,682 ) 14,290 Income tax (benefit) expense (287 ) 6,908 — 6,621 Net earnings $ 7,669 $ 10,682 $ (10,682 ) $ 7,669 For the quarter ended September 30, 2014 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 128,580 $ 87,714 $ — $ 216,294 Expenses: Direct expenses 105,327 65,208 (4 ) 170,531 Selling, general and administrative expenses 8,597 2,306 — 10,903 Total operating expenses 113,924 67,514 (4 ) 181,434 Loss on disposal of assets, net 56 — — 56 Equity in income of unconsolidated affiliate (319 ) — — (319 ) Operating income 14,919 20,200 4 35,123 Equity in net income of consolidated subsidiaries (12,333 ) — 12,333 — Interest expense 7,082 2 — 7,084 Other income, net (226 ) (16 ) 4 (238 ) (5,477 ) (14 ) 12,337 6,846 Earnings before income taxes 20,396 20,214 (12,333 ) 28,277 Income tax expense 3,147 7,881 — 11,028 Net earnings $ 17,249 $ 12,333 $ (12,333 ) $ 17,249 (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 nine months ended September 30, 2015 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 368,202 $ 249,275 $ — $ 617,477 Expenses: Direct expenses 321,841 198,271 (13 ) 520,099 Selling, general and administrative expenses 27,198 7,661 — 34,859 Total operating expenses 349,039 205,932 (13 ) 554,958 Gain on disposal of assets, net (238 ) — — (238 ) Equity in loss of unconsolidated affiliate 249 — — 249 Operating income 19,152 43,343 13 62,508 Equity in net income of consolidated subsidiaries (26,044 ) — 26,044 — Interest expense 21,599 92 — 21,691 Other income, net (1,508 ) (6 ) 13 (1,501 ) (5,953 ) 86 26,057 20,190 Earnings before income taxes 25,105 43,257 (26,044 ) 42,318 Income tax expense 619 17,213 — 17,832 Net earnings $ 24,486 $ 26,044 $ (26,044 ) $ 24,486 For the nine months ended September 30, 2014 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 375,326 $ 250,184 $ — $ 625,510 Expenses: Direct expenses 304,668 194,886 (13 ) 499,541 Selling, general and administrative expenses 24,307 7,584 — 31,891 Total operating expenses 328,975 202,470 (13 ) 531,432 Loss on disposal of assets, net 1,371 — — 1,371 Equity in income of unconsolidated affiliate (213 ) — — (213 ) Operating income 45,193 47,714 13 92,920 Equity in net income of consolidated subsidiaries (29,118 ) — 29,118 — Interest expense 22,119 2 — 22,121 Loss on debt extinguishment 29,833 — — 29,833 Other income, net (495 ) (16 ) 13 (498 ) 22,339 (14 ) 29,131 51,456 Earnings before income taxes 22,854 47,728 (29,118 ) 41,464 Income tax expense (2,442 ) 18,610 — 16,168 Net earnings $ 25,296 $ 29,118 $ (29,118 ) $ 25,296 (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 September 30, 2015 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 7,669 $ 10,682 $ (10,682 ) $ 7,669 Unrealized loss on short-term investments 12 — — 12 Changes in pension plan assets and benefit obligations 4 — — 4 Tax effect (6 ) — — (6 ) Total Comprehensive Income $ 7,679 $ 10,682 $ (10,682 ) $ 7,679 For the quarter ended September 30, 2014 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 17,249 $ 12,333 $ (12,333 ) $ 17,249 Unrealized loss on short-term investments (165 ) — — (165 ) Changes in pension plan assets and benefit obligations (1 ) — — (1 ) Tax effect 64 — — 64 Total Comprehensive Income $ 17,147 $ 12,333 $ (12,333 ) $ 17,147 (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 nine months ended September 30, 2015 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 24,486 $ 26,044 $ (26,044 ) $ 24,486 Unrealized loss on short-term investments (7 ) — — (7 ) Unrealized realized gain 24 — — 24 Changes in pension plan assets and benefit obligations 4 — — 4 Tax effect 3 — — 3 Total Comprehensive Income $ 24,510 $ 26,044 $ (26,044 ) $ 24,510 For the nine months ended September 30, 2014 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 25,296 $ 29,118 $ (29,118 ) $ 25,296 Unrealized loss on short-term investments (126 ) — — (126 ) Changes in pension plan assets and benefit obligations 9 — — 9 Tax effect 45 — — 45 Total Comprehensive Income $ 25,224 $ 29,118 $ (29,118 ) $ 25,224 (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 nine months ended September 30, 2015 Parent Guarantor (1) Eliminations Consolidated Net cash provided by operating activities $ 39,490 $ 68,665 $ — $ 108,155 Investing activities: Purchase of property and equipment (48,244 ) — — (48,244 ) Proceeds from asset dispositions 3,469 — — 3,469 Purchase of short-term investments (560,148 ) — — (560,148 ) Proceeds from sale of short-term investments 458,468 — — 458,468 Refund of deposits on aircraft 6,010 — — 6,010 Payments of deposits on aircraft (1,207 ) — — (1,207 ) Net cash used in investing activities (141,652 ) — — (141,652 ) Financing activities: Proceeds from line of credit 206,660 — — 206,660 Payments on line of credit (171,440 ) — — (171,440 ) Repurchase of common stock for payroll tax withholding requirements (2,441 ) — — (2,441 ) Due to/from affiliate, net 70,792 (70,792 ) — — Net cash provided by (used in) financing activities 103,571 (70,792 ) — 32,779 Increase (decrease) in cash 1,409 (2,127 ) — (718 ) Cash, beginning of period 51 6,219 — 6,270 Cash, end of period $ 1,460 $ 4,092 $ — $ 5,552 (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 nine months ended September 30, 2014 Parent Guarantor (1) Eliminations Consolidated Net cash provided by operating activities $ 30,206 $ 25,879 $ — $ 56,085 Investing activities: Purchase of property and equipment (131,478 ) — — (131,478 ) Proceeds from asset dispositions 7,171 — — 7,171 Purchase of short-term investments (439,745 ) — — (439,745 ) Proceeds from sale of short-term investments 338,253 — — 338,253 Refund of deposits on aircraft 9,506 — — 9,506 Payments of deposits on aircraft (6,882 ) — — (6,882 ) Loan to unconsolidated affiliate (175 ) — — (175 ) Receivables due from affiliate 23,696 — (23,696 ) — Net cash used in investing activities (199,654 ) — (23,696 ) (223,350 ) 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 (6,232 ) — — (6,232 ) Proceeds from line of credit 205,604 — — 205,604 Payments on line of credit (203,000 ) — — (203,000 ) Repurchase of common stock for payroll tax withholding requirements (176 ) — — (176 ) Payable due to affiliate — (23,696 ) 23,696 — Net cash provided by financing activities 169,447 (23,696 ) 23,696 169,447 Increase in cash (1 ) 2,183 — 2,182 Cash, beginning of period 52 882 — 934 Cash, end of period $ 51 $ 3,065 $ — $ 3,116 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors’ subsidiaries amounts. |