Condensed Consolidating Financial Information | 13. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As discussed further in Note 5, on March 17, 2014, PHI, Inc. issued $500.0 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”) and the guarantor subsidiaries under separate headings. 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, 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) September 30, 2016 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated ASSETS Current Assets: Cash $ 36 $ 2,603 $ — $ 2,639 Short-term investments 289,520 — — 289,520 Accounts receivable – net 64,564 77,911 — 142,475 Intercompany receivable — 41,796 (41,796 ) — Inventories of spare parts – net 60,416 8,993 — 69,409 Prepaid expenses 4,412 2,564 — 6,976 Deferred income taxes 10,379 — — 10,379 Income taxes receivable 950 (87 ) — 863 Total current assets 430,277 133,780 (41,796 ) 522,261 Investment in subsidiaries 351,440 — (351,440 ) — Property and equipment – net 602,296 314,264 — 916,560 Restricted cash and investments 13,023 15 — 13,038 Other assets 6,181 1,153 — 7,334 Total assets $ 1,403,217 $ 449,212 $ (393,236 ) $ 1,459,193 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 17,232 $ 3,611 $ — $ 20,843 Accrued and other current liabilities 21,894 10,284 — 32,178 Intercompany payable 41,796 — (41,796 ) — Total current liabilities 80,922 13,895 (41,796 ) 53,021 Long-term debt: Revolving credit facility 132,400 — — 132,400 Senior Notes dated March 17, 2014, net of debt issuance costs of $3,064 496,936 — — 496,936 Deferred income taxes and other long-term liabilities 71,472 83,877 — 155,349 Shareholders’ Equity: Common stock and paid-in capital 310,259 79,191 (79,191 ) 310,259 Accumulated other comprehensive income (271 ) — — (271 ) Retained earnings 311,499 272,249 (272,249 ) 311,499 Total shareholders’ equity 621,487 351,440 (351,440 ) 621,487 Total liabilities and shareholders’ equity $ 1,403,217 $ 449,212 $ (393,236 ) $ 1,459,193 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) (Unaudited) 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 5,975 203 — 6,178 Total assets $ 1,418,426 $ 429,698 $ (421,791 ) $ 1,426,333 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 $3,999 496,001 — — 496,001 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 $ 1,418,426 $ 429,698 $ (421,791 ) $ 1,426,333 (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 September 30, 2016 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated Operating revenues, net $ 79,532 $ 78,561 $ — $ 158,093 Expenses: Direct expenses 83,188 61,750 — 144,938 Selling, general and administrative expenses 10,639 3,092 (350 ) 13,381 Total operating expenses 93,827 64,842 (350 ) 158,319 Loss on disposal of assets, net 85 — — 85 Equity in loss of unconsolidated affiliate 198 — — 198 Operating income (14,578 ) 13,719 350 (509 ) Equity in net income of consolidated subsidiaries (8,372 ) — 8,372 — Interest expense 7,716 3 — 7,719 Other income, net (812 ) — 350 (462 ) (1,468 ) 3 8,722 7,257 (Loss) earnings before income taxes (13,110 ) 13,716 (8,372 ) (7,766 ) Income tax (benefit) expense (8,143 ) 5,344 — (2,799 ) Net (loss) earnings $ (4,967 ) $ 8,372 $ (8,372 ) $ (4,967 ) For the quarter ended September 30, 2015 Parent Company Guarantor Only (issuer) Subsidiaries (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 (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 nine months ended September 30, 2016 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated Operating revenues, net $ 260,766 $ 228,479 $ — $ 489,245 Expenses: Direct expenses 264,761 185,148 — 449,909 Selling, general and administrative expenses 28,914 8,766 (848 ) 36,832 Total operating expenses 293,675 193,914 (848 ) 486,741 Gain on disposal of assets, net (3,854 ) — — (3,854 ) Equity in loss of unconsolidated affiliate 274 — — 274 Operating income (29,329 ) 34,565 848 6,084 Equity in net income of consolidated subsidiaries (20,462 ) — 20,462 — Interest expense 22,762 30 — 22,792 Other income, net (2,415 ) (4 ) 848 (1,571 ) (115 ) 26 21,310 21,221 (Loss) earnings before income taxes (29,214 ) 34,539 (20,462 ) (15,137 ) Income tax (benefit) expense (19,592 ) 14,077 — (5,515 ) Net (loss) earnings $ (9,622 ) $ 20,462 $ (20,462 ) $ (9,622 ) For the nine months ended September 30, 2015 Parent Company Guarantor Only (issuer) Subsidiaries (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 (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) (Unaudited) For the quarter ended September 30, 2016 Parent Guarantor (1) Eliminations Consolidated Net (loss) earnings $ (4,967 ) $ 8,372 $ (8,372 ) $ (4,967 ) Unrealized loss on short-term investments (494 ) — — (494 ) Changes in pension plan assets and benefit obligations 1 — — 1 Tax effect 178 — — 178 Total comprehensive (loss) income $ (5,282 ) $ 8,372 $ (8,372 ) $ (5,282 ) For the quarter ended September 30, 2015 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 7,669 $ 10,682 $ (10,682 ) $ 7,669 Unrealized gain 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 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantor subsidiaries’ amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) (Unaudited) For the nine months ended September 30, 2016 Parent Company Guarantor Only (issuer) Subsidiaries (1) Eliminations Consolidated Net (loss) earnings $ (9,622 ) $ 20,462 $ (20,462 ) $ (9,622 ) Unrealized gain on short-term investments 523 — — 523 Changes in pension plan assets and benefit obligations 3 — — 3 Tax effect (229 ) — — (229 ) Total comprehensive (loss) income $ (9,325 ) $ 20,462 $ (20,462 ) $ (9,325 ) For the nine months ended September 30, 2015 Parent Company Guarantor Only (issuer) Subsidiaries (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 (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) (Unaudited) For the nine months ended September 30, 2016 Parent Company Only (issuer) Guarantor Subsidiaries (1) Eliminations Consolidated Net cash (used in) provided by operating activities $ (32,467 ) $ 25,319 $ — $ (7,148 ) Investing activities: Purchase of property and equipment (74,647 ) (303 ) — (74,950 ) Proceeds from asset dispositions 13,233 — — 13,233 Purchase of short-term investments (263,204 ) — — (263,204 ) Proceeds from sale of short-term investments 259,322 — — 259,322 Payments of deposits on aircraft (197 ) — — (197 ) Loan to unconsolidated affiliate (1,200 ) — — (1,200 ) Net cash used in investing activities (66,693 ) (303 ) — (66,996 ) Financing activities: Proceeds from line of credit 213,900 — — 213,900 Payments on line of credit (139,000 ) — — (139,000 ) Repurchase of common stock (524 ) — — (524 ) Due to/from affiliate, net 24,774 (24,774 ) — — Net cash provided by (used in) financing activities 99,150 (24,774 ) — 74,376 (Decrease) increase in cash (10 ) 242 — 232 Cash, beginning of period 46 2,361 — 2,407 Cash, end of period $ 36 $ 2,603 $ — $ 2,639 (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) (Unaudited) For the nine months ended September 30, 2015 Parent Company Only (issuer) 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 guarantor subsidiaries’ amounts. |