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 aggregate principal amount 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) March 31, 2017 Parent Company Only (issuer) Guarantor Subsidiaries (1) Eliminations Consolidated ASSETS Current Assets: Cash $ 51 $ 3,629 $ — $ 3,680 Short-term investments 276,818 — — 276,818 Accounts receivable – net 65,044 61,226 — 126,270 Intercompany receivable — 69,862 (69,862 ) — Inventories of spare parts – net 64,698 8,335 — 73,033 Prepaid expenses 8,144 2,186 — 10,330 Deferred income taxes 10,798 — — 10,798 Income taxes receivable 341 (18 ) — 323 Total current assets 425,894 145,220 (69,862 ) 501,252 Investment in subsidiaries 361,420 — (361,420 ) — Property and equipment – net 581,990 314,575 — 896,565 Restricted cash and investments 13,023 15 — 13,038 Other assets 7,819 1,054 — 8,873 Total assets $ 1,390,146 $ 460,864 $ (431,282 ) $ 1,419,728 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 18,007 $ 4,047 $ — $ 22,054 Accrued and other current liabilities 18,034 9,466 — 27,500 Intercompany payable 69,862 — (69,862 ) — Total current liabilities 105,903 13,513 (69,862 ) 49,554 Long-term debt 633,059 — — 633,059 Deferred income taxes and other long-term liabilities 65,070 85,931 — 151,001 Shareholders’ Equity: Common stock and paid-in 306,268 79,326 (79,326 ) 306,268 Accumulated other comprehensive loss (375 ) — — (375 ) Retained earnings 280,221 282,094 (282,094 ) 280,221 Total shareholders’ equity 586,114 361,420 (361,062 ) 586,114 Total liabilities and shareholders’ equity $ 1,390,146 $ 460,864 $ (431,282 ) $ 1,419,728 (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) December 31, 2016 Parent Company Only (issuer) Guarantor Subsidiaries (1) Eliminations Consolidated ASSETS Current Assets: Cash $ 36 $ 2,560 $ — $ 2,596 Short-term investments 289,806 — — 289,806 Accounts receivable – net 71,458 66,807 — 138,265 Intercompany receivable — 57,904 (57,904 ) — Inventories of spare parts – net 61,834 8,568 — 70,402 Prepaid expenses 6,990 2,269 — 9,259 Deferred income taxes 10,798 — — 10,798 Income taxes receivable 558 (18 ) — 540 Total current assets 441,480 138,090 (57,904 ) 521,666 Investment in subsidiaries and others 353,160 — (353,160 ) — Property and equipment – net 589,104 314,873 — 903,977 Restricted investments 13,023 15 — 13,038 Other assets 8,660 1,099 — 9,759 Total assets $ 1,405,427 $ 454,077 $ (411,064 ) $ 1,448,440 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 22,744 $ 5,960 $ — $ 28,704 Accrued and other current liabilities 18,725 9,621 — 28,346 Intercompany payable 57,904 — (57,904 ) — Total current liabilities 99,373 15,581 (57,904 ) 57,050 Long-term debt 631,247 — — 631,247 Deferred income taxes and other long-term liabilities 75,029 85,336 — 160,365 Shareholders’ Equity: Common stock and paid-in 305,815 79,191 (79,191 ) 305,815 Accumulated other comprehensive loss (478 ) — — (478 ) Retained earnings 294,441 273,969 (273,969 ) 294,441 Total shareholders’ equity 599,778 353,160 (353,160 ) 599,778 Total liabilities and shareholders’ equity $ 1,405,427 $ 454,077 $ (411,064 ) $ 1,448,440 (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, 2017 Parent Company Only (issuer) Guarantor Subsidiaries (1) Eliminations Consolidated Operating revenues, net $ 74,284 $ 60,334 $ — $ 134,618 Expenses: Direct expenses 82,344 54,169 — 136,513 Selling, general and administrative expenses 10,108 2,940 (4 ) 13,044 Total operating expenses 92,452 57,109 (4 ) 149,557 Equity in loss of unconsolidated affiliate 1,003 — — 1,003 Operating (loss) income (19,171 ) 3,225 4 (15,942 ) Equity in net income of consolidated subsidiaries (2,631 ) — 2,631 — Interest expense 8,174 21 — 8,195 Other income, net (1,067 ) (1 ) 4 (1,064 ) 4,476 20 2,635 7,131 (Loss) earnings before income taxes (23,647 ) 3,205 (2,631 ) (23,073 ) Income tax (benefit) expense (8,399 ) 574 — (7,825 ) Net (loss) earnings $ (15,248 ) $ 2,631 $ (2,631 ) $ (15,248 ) For the quarter ended March 31, 2016 Parent Company Only (issuer) Guarantor Subsidiaries (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 (loss) 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 ) (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, 2017 Parent Guarantor (1) Eliminations Consolidated Net (loss) earnings $ (15,248 ) $ 2,631 $ (2,631 ) $ (15,248 ) Unrealized gain on short-term investments 162 — — 162 Changes in pension plan asset and benefit obligation (1 ) — — (1 ) Tax effect of preceding gains, losses or changes (58 ) — — (58 ) Total Comprehensive (loss) income $ (15,145 ) $ 2,631 $ (2,631 ) $ (15,145 ) For the quarter ended March 31, 2016 Parent Guarantor (1) Eliminations Consolidated Net (loss) earnings $ (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 ) Total Comprehensive (loss) income $ (8,456 ) $ 5,054 $ (5,054 ) $ (8,456 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) (Unaudited) For the three months ended March 31, 2017 Parent Guarantor (1) Eliminations Consolidated Net cash (used in) provided by operating activities $ (19,332 ) $ 11,079 $ — $ (8,253 ) Investing activities: Purchase of property and equipment (4,738 ) (51 ) — (4,789 ) Purchase of short-term investments (54,867 ) — — (54,867 ) Proceeds from sale of short-term investments 67,659 — — 67,659 Payments of deposits on aircraft (66 ) — — (66 ) Net cash provided by (used in) investing activities 7,988 (51 ) — 7,937 Financing activities: Proceeds from line of credit 37,300 — — 37,300 Payments on line of credit (35,800 ) — — (35,800 ) Repurchase of common stock (100 ) (100 ) Due to/from affiliate, net 9,959 (9,959 ) — — Net cash provided by (used in) financing activities 11,359 (9,959 ) — 1,400 Increase in cash 15 1,069 — 1,084 Cash, beginning of period 36 2,560 — 2,596 Cash, end of period $ 51 $ 3,629 $ — $ 3,680 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 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors subsidiaries’ amounts. |