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 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. 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) (Unaudited) March 31, 2016 Parent Guarantor (1) Eliminations Consolidated ASSETS Current Assets: Cash $ 123 $ 6,413 $ — $ 6,536 Short-term investments 286,139 — — 286,139 Accounts receivable – net 69,795 81,593 — 151,388 Intercompany receivable — 50,649 (50,649 ) — Inventories of spare parts – net 60,998 9,183 — 70,181 Prepaid expenses 6,191 2,636 — 8,827 Deferred income taxes 10,379 — — 10,379 Income taxes receivable 985 (242 ) — 743 Total current assets 434,610 150,232 (50,649 ) 534,193 Investment in subsidiaries 336,033 — (336,033 ) — Property and equipment – net 627,168 281,246 — 908,414 Restricted investments 15,336 — — 15,336 Other assets 5,078 1,252 — 6,330 Total assets $ 1,418,225 $ 432,730 $ (386,682 ) $ 1,464,273 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 55,561 $ 6,059 $ — $ 61,620 Accrued and other current liabilities 18,594 9,460 — 28,054 Intercompany payable 50,649 — (50,649 ) — Total current liabilities 124,804 15,519 (50,649 ) 89,674 Long-term debt: Revolving credit facility 87,700 — — 87,700 Senior Notes dated March 17, 2014, net of debt issuance costs of $3,687 496,313 — — 496,313 Deferred income taxes and other long-term liabilities 89,871 81,178 — 171,049 Shareholders’ Equity: Common stock and paid-in capital 307,438 79,191 (79,191 ) 307,438 Accumulated other comprehensive loss (90 ) — — (90 ) Retained earnings 312,189 256,842 (256,842 ) 312,189 Total shareholders’ equity 619,537 336,033 (336,033 ) 619,537 Total liabilities and shareholders’ equity $ 1,418,225 $ 432,730 $ (386,682 ) $ 1,464,273 (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, 2015 Parent Guarantor (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 5,040 203 — 5,243 Total assets $ 1,417,491 $ 429,698 $ (421,791 ) $ 1,425,398 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: Revolving credit facility 57,500 — — 57,500 Senior Notes dated March 17, 2014, net of debt issuance costs of $4,934 495,066 — — 495,066 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 $ 1,417,491 $ 429,698 $ (421,791 ) $ 1,425,398 (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) (Unaudited) For the quarter ended March 31, 2016 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 91,869 $ 72,147 $ — $ 164,016 Expenses: Direct expenses 92,037 60,517 — 152,554 Selling, general and administrative Expenses 9,044 2,802 (173 ) 11,673 Total operating expenses 101,081 63,319 (173 ) 164,227 Loss on disposal of assets, net 359 — — 359 Operating income (9,571 ) 8,828 173 (570 ) Equity in net income of consolidated subsidiaries (5,054 ) — 5,054 — Interest expense 7,513 20 — 7,533 Other income, net (786 ) (2 ) 173 (615 ) 1,673 18 5,227 6,918 (Loss) earnings before income taxes (11,244 ) 8,810 (5,054 ) (7,488 ) Income tax (benefit) expense (2,312 ) 3,756 — 1,444 Net (loss) earnings $ (8,932 ) $ 5,054 $ (5,054 ) $ (8,932 ) For the quarter ended March 31, 2015 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 128,658 $ 75,539 $ — $ 204,197 Expenses: Direct expenses 106,481 62,730 (4 ) 169,207 Selling, general and administrative expenses 8,508 2,729 — 11,237 Total operating expenses 114,989 65,459 (4 ) 180,444 Gain on disposal of assets, net (7 ) — — (7 ) Equity in loss of unconsolidated affiliate 68 — — 68 Operating income 13,608 10,080 4 23,692 Equity in net income of consolidated subsidiaries (6,131 ) — 6,131 — Interest expense 7,170 — — 7,170 Other income, net (462 ) (4 ) 4 (462 ) 577 (4 ) 6,135 6,708 Earnings before income taxes 13,031 10,084 (6,131 ) 16,984 Income tax expense 2,668 3,953 — 6,621 Net earnings $ 10,363 $ 6,131 $ (6,131 ) $ 10,363 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) (Unaudited) For the quarter ended March 31, 2016 Parent Guarantor (1) Eliminations Consolidated Net loss $ (8,932 ) $ 5,054 $ (5,054 ) $ (8,932 ) Unrealized gain on short-term investments 807 — — 807 Changes in pension plan asset and benefit obligations 1 — — 1 Tax effect of preceding gains, losses or changes (332 ) — — (332 ) $ (8,456 ) $ 5,054 $ (5,054 ) $ (8,456 ) For the quarter ended March 31, 2015 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 10,363 $ 6,131 $ (6,131 ) $ 10,363 Unrealized gain on short-term investments 139 — — 139 Other unrealized gain 24 — — 24 Tax effect of preceding gains, losses or changes (55 ) — — (55 ) $ 10,471 $ 6,131 $ (6,131 ) $ 10,471 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) (Unaudited) For the three months ended March 31, 2016 Parent Guarantor (1) Eliminations Consolidated Net cash used in operating activities $ (13,795 ) $ (2,548 ) $ — $ (16,343 ) Investing activities: Purchase of property and equipment (8,519 ) — — (8,519 ) Proceeds from asset dispositions 850 — — 850 Purchase of short-term investments (77,677 ) — — (77,677 ) Proceeds from sale of short-term investments 76,184 — — 76,184 Payments of deposits on aircraft (66 ) — — (66 ) Net cash used in investing activities (9,228 ) — — (9,228 ) Financing activities: Proceeds from line of credit 83,500 — — 83,500 Payments on line of credit (53,300 ) — — (53,300 ) Repurchase of common stock (500 ) — — (500 ) Due to/from affiliate, net (6,600 ) 6,600 — — Net cash provided by financing activities 23,100 6,600 — 29,700 Increase in cash 77 4,052 — 4,129 Cash, beginning of period 46 2,361 — 2,407 Cash, end of period $ 123 $ 6,413 $ — $ 6,536 For the three months ended March 31, 2015 Parent Guarantor (1) Eliminations Consolidated Net cash provided by operating activities $ 4,637 $ 25,281 $ — $ 29,918 Investing activities: Purchase of property and equipment (22,115 ) — — (22,115 ) Purchase of short-term investments (190,243 ) — — (190,243 ) Proceeds from sale of short-term investments 185,426 — — 185,426 Payments of deposits on aircraft (66 ) — — (66 ) Net cash used in investing activities (26,998 ) — — (26,998 ) Financing activities: Proceeds from line of credit 77,740 — — 77,740 Payments on line of credit (81,100 ) — — (81,100 ) Repurchase of common stock (2,207 ) (2,207 ) Due to/from affiliate, net 27,928 (27,928 ) — — Net cash provided by (used in) financing activities 22,361 (27,928 ) — (5,567 ) Decrease in cash — (2,647 ) — (2,647 ) Cash, beginning of period 51 6,219 — 6,270 Cash, end of period $ 51 $ 3,572 $ — $ 3,623 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. |