Condensed Consolidating Financial Information - Guarantor Subsidiaries | (17) CONDENSED CONSOLIDATING FINANCIAL INFORMATION – GUARANTOR SUBSIDIARIES Our 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several, senior basis by all of our domestic subsidiaries. All of our domestic subsidiaries are 100% owned. The following supplemental condensed financial information 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 these condensed consolidating financials. The transactions reflected in “Due to/from affiliates, net” in the following condensed consolidated statements of cash flows primarily consist of centralized cash management activities between PHI, Inc. and its subsidiaries, pursuant to which cash earned by the guarantor subsidiaries is regularly transferred to PHI, Inc. to be centrally managed. Because these balances are treated as short-term borrowings of the Parent Company, serve as a financing and cash management tool to meet our short-term operating needs, are large, turn over quickly and are payable to the guarantor subsidiaries on demand, we present borrowings and repayments with our affiliates on a net basis within the condensed consolidating statement of cash flows. Net receivables from our affiliates are considered advances and net payables to our affiliates are considered borrowings, and both changes are presented as financing activities in the following condensed consolidating statements of cash flows. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) December 31, 2015 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated ASSETS Current Assets: Cash $ 46 $ 2,361 $ — $ 2,407 Short-term investments 284,523 — — 284,523 Accounts receivable – net 70,336 74,442 — 144,778 Intercompany receivable — 90,943 (90,943 ) — Inventories of spare parts – net 60,060 9,431 — 69,491 Prepaid expenses 7,162 1,789 — 8,951 Deferred income taxes 10,379 — — 10,379 Income taxes receivable 1,002 (241 ) — 761 Total current assets 433,508 178,725 (90,943 ) 521,290 Investment in subsidiaries 330,848 — (330,848 ) — Property and equipment, net 632,759 250,770 — 883,529 Restricted investments 15,336 — — 15,336 Other assets 9,974 203 — 10,177 Total assets $ 1,422,425 $ 429,698 $ (421,791 ) $ 1,430,332 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 25,512 $ 5,861 $ — $ 31,373 Accrued liabilities 29,138 15,621 — 44,759 Intercompany payable 90,943 — (90,943 ) — Total current liabilities 145,593 21,482 (90,943 ) 76,132 Long-term debt 557,500 — — 557,500 Deferred income taxes and other long-term liabilities 92,334 77,368 — 169,702 Shareholders’ Equity: Common stock and paid-in capital 306,444 79,061 (79,061 ) 306,444 Accumulated other comprehensive loss (567 ) — — (567 ) Retained earnings 321,121 251,787 (251,787 ) 321,121 Total shareholders’ equity 626,998 330,848 (330,848 ) 626,998 Total liabilities and shareholders’ equity $ 1,422,425 $ 429,698 $ (421,791 ) $ 1,430,332 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. December 31, 2014 Parent Company Guarantor Only (issuer) Subsidiaries (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 guarantor subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the year ended December 31, 2015 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated Operating revenues, net $ 476,969 $ 327,259 $ — $ 804,228 Expenses: Direct expenses 426,239 260,829 (18 ) 687,050 Selling, general, and administrative expenses 35,694 10,728 — 46,422 Total operating expenses 461,933 271,557 (18 ) 733,472 Loss on disposition of assets, net 339 — — 339 Equity in loss of unconsolidated affiliate 306 — — 306 Operating income 14,391 55,702 18 70,111 Equity in net earnings of consolidated subsidiaries (31,225 ) — 31,225 — Interest expense 28,946 120 — 29,066 Other income, net (2,222 ) (7 ) 18 (2,211 ) (4,501 ) 113 31,243 26,855 Earnings before income taxes 18,992 55,589 (31,225 ) 43,256 Income tax expense (8,032 ) 24,364 — 16,332 Net earnings $ 26,924 $ 31,225 $ (31,225 ) $ 26,924 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. For the year ended December 31, 2014 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated Operating revenues, net $ 504,180 $ 332,090 $ — $ 836,270 Expenses: Direct expenses 411,398 258,627 (18 ) 670,007 Selling, general, and administrative expenses 32,985 10,186 — 43,171 Total operating expenses 444,383 268,813 (18 ) 713,178 Loss on disposition of assets, net 848 — — 848 Impairment of assets 10,508 — — 10,508 Equity in loss of unconsolidated affiliate 96 — — 96 Operating income 48,345 63,277 18 111,640 Equity in net earnings of consolidated subsidiaries (38,740 ) — 38,740 — Interest expense 29,510 — — 29,510 Loss on debt extinguishment 29,833 — — 29,833 Other (income) expense, net (819 ) (17 ) 18 (818 ) 19,784 (17 ) 38,758 58,525 Earnings before income taxes 28,561 63,294 (38,740 ) 53,115 Income tax (benefit) expense (4,127 ) 24,554 — 20,427 Net earnings $ 32,688 $ 38,740 $ (38,740 ) $ 32,688 For the year ended December 31, 2013 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated Operating revenues, net $ 564,445 $ 292,055 $ — $ 856,500 Expenses: Direct expenses 468,321 244,769 — 713,090 Selling, general, and administrative expenses 29,885 8,935 — 38,820 Management fees (11,682 ) 11,682 — — Total operating expenses 486,524 265,386 — 751,910 (Gain) on disposition of assets, net (16,585 ) (19 ) — (16,604 ) Impairment of assets 1,227 421 — 1,648 Equity in loss of unconsolidated affiliate 262 — — 262 Operating income 93,017 26,267 — 119,284 Equity in net earnings of consolidated subsidiaries (15,567 ) — 15,567 — Interest expense 29,434 322 — 29,756 Other income, net (613 ) — — (613 ) 13,254 322 15,567 29,143 Earnings before income taxes 79,763 25,945 (15,567 ) 90,141 Income tax expense 20,807 10,378 — 31,185 Net earnings $ 58,956 $ 15,567 $ (15,567 ) $ 58,956 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (Thousands of dollars) For the year ended December 31, 2015 Parent Company Guarantor Only Subsidiaries (1) Eliminations Consolidated Net earnings $ 26,924 $ 31,225 $ (31,225 ) $ 26,924 Unrealized gain (loss) on short-term investments (641 ) — — (641 ) Other unrealized gain (loss) 24 — — 24 Changes in pension plan assets and benefit obligations 7 — — 7 Tax impact 254 — — 254 $ 26,568 $ 31,225 $ (31,225 ) $ 26,568 For the year ended December 31, 2014 Parent Company Guarantor Only Subsidiaries (1) Eliminations Consolidated Net earnings $ 32,688 $ 38,740 $ (38,740 ) $ 32,688 Unrealized gain (loss) on short-term investments (285 ) — — (285 ) Other unrealized gain (loss) (24 ) — — (24 ) Changes in pension plan assets and benefit obligations 17 — — 17 Tax impact 105 — — 105 $ 32,501 $ 38,740 $ (38,740 ) $ 32,501 For the year ended December 31, 2013 Parent Company Guarantor Only Subsidiaries (1) Eliminations Consolidated Net earnings $ 58,956 $ 15,567 $ (15,567 ) $ 58,956 Unrealized gain (loss) on short-term investments 44 — — 44 Changes in pension plan assets and benefit obligations (2 ) — — (2 ) Tax impact (15 ) — — (15 ) $ 58,983 $ 15,567 $ (15,567 ) $ 58,983 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) For the year ended December 31, 2015 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated Net cash provided by operating activities $ 60,241 $ 73,677 $ — $ 133,918 Investing activities: Purchase of property and equipment (57,123 ) — — (57,123 ) Proceeds from asset dispositions 5,236 — — 5,236 Purchase of short-term investments (608,649 ) — — (608,649 ) Proceeds from sale of short-term investments 505,966 — — 505,966 Payments of deposits on aircraft (1,273 ) — — (1,273 ) Refunds on deposits on aircraft 6,010 — — 6,010 Net cash used in investing activities (149,833 ) — — (149,833 ) Financing activities: Repurchase of common stock (2,448 ) (2,448 ) Proceeds on line of credit 232,660 — — 232,660 Payments on line of credit (218,160 ) — — (218,160 ) Due to/from affiliate, net 77,535 (77,535 ) — — Net cash provided by financing activities 89,587 (77,535 ) — 12,052 Decrease in cash (5 ) (3,858 ) — (3,863 ) Cash, beginning of year 51 6,219 — 6,270 Cash, end of year $ 46 $ 2,361 $ — $ 2,407 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. For the year ended December 31, 2014 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated Net cash provided by operating activities $ 51,476 $ 68,043 $ — $ 119,519 Investing activities: Purchase of property and equipment (157,690 ) — — (157,690 ) Proceeds from asset dispositions 10,266 — — 10,266 Purchase of short-term investments (465,094 ) — — (465,094 ) Proceeds from sale of short-term investments 363,110 — — 363,110 Refund of deposits on aircraft 11,506 — — 11,506 Payments of deposits on aircraft (6,948 ) — — (6,948 ) Loan to unconsolidated affiliate (200 ) — — (200 ) Net cash used in investing activities (245,050 ) — — (245,050 ) Financing activities: Proceeds from issuance of Senior Notes due 2019 500,000 — — 500,000 Repayment of Senior Notes due 2018 (300,000 ) — — (300,000 ) Premium and cost to retire debt early (26,749 ) — — (26,749 ) Debt issuance costs (6,232 ) — — (6,232 ) Proceeds from line of credit 264,253 — — 264,253 Payments on line of credit (300,253 ) — — (300,253 ) Repurchase of common stock (152 ) — — (152 ) Due to/from affiliate, net 62,706 (62,706 ) — — Net cash provided by financing activities 193,573 (62,706 ) — 130,867 (Decrease) increase in cash (1 ) 5,337 — 5,336 Cash, beginning of year 52 882 — 934 Cash, end of year $ 51 $ 6,219 $ — $ 6,270 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. For the year ended December 31, 2013 Parent Company Guarantor Only (issuer) Subsidiaries (1) (2) Eliminations Consolidated Net cash provided by operating activities $ 82,660 $ 22,436 $ — $ 105,096 Investing activities: Purchase of property and equipment (102,726 ) — — (102,726 ) Proceeds from asset dispositions 42,197 — — 42,197 Purchase of short-term investments (375,503 ) — — (375,503 ) Proceeds from sale of short-term investments 338,970 — — 338,970 Payments of deposits on aircraft (9,318 ) — — (9,318 ) Refunds on deposits on aircraft 8,161 — — 8,161 Net cash used in investing activities (98,219 ) — — (98,219 ) Financing activities: Repurchase of common stock (1,037 ) (1,037 ) Proceeds on line of credit 164,771 — — 164,771 Payments on line of credit (172,526 ) — — (172,526 ) Due to/from affiliate, net 23,851 (23,851 ) — — Net cash provided by financing activities 15,059 (23,851 ) — (8,792 ) Decrease in cash (500 ) (1,415 ) — (1,915 ) Cash, beginning of year 552 2,297 — 2,849 Cash, end of year $ 52 $ 882 $ — $ 934 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. (2) Cash flows between the Parent Company and guarantor subsidiaries related to the Company’s centralized cash management activities in 2013 have been adjusted to show the effects on net cash provided by operating and financing activities. |