| 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
June 30, 2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only
(issuer) |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
40 |
|
|
$ |
8,527 |
|
|
$ |
— |
|
|
$ |
8,567 |
|
|
Short-term investments
|
|
|
289,235 |
|
|
|
— |
|
|
|
— |
|
|
|
289,235 |
|
|
Accounts receivable – net
|
|
|
64,631 |
|
|
|
83,781 |
|
|
|
— |
|
|
|
148,412 |
|
|
Intercompany receivable
|
|
|
— |
|
|
|
47,588 |
|
|
|
(47,588 |
) |
|
|
— |
|
|
Inventories of spare parts – net
|
|
|
60,768 |
|
|
|
8,656 |
|
|
|
— |
|
|
|
69,424 |
|
|
Prepaid expenses
|
|
|
4,821 |
|
|
|
2,981 |
|
|
|
— |
|
|
|
7,802 |
|
|
Deferred income taxes
|
|
|
10,379 |
|
|
|
— |
|
|
|
— |
|
|
|
10,379 |
|
|
Income taxes receivable
|
|
|
950 |
|
|
|
(241 |
) |
|
|
— |
|
|
|
709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
430,824 |
|
|
|
151,292 |
|
|
|
(47,588 |
) |
|
|
534,528 |
|
|
Investment in subsidiaries
|
|
|
343,068 |
|
|
|
— |
|
|
|
(343,068 |
) |
|
|
— |
|
|
Property and equipment – net
|
|
|
598,361 |
|
|
|
294,874 |
|
|
|
— |
|
|
|
893,235 |
|
|
Restricted investments
|
|
|
13,023 |
|
|
|
15 |
|
|
|
— |
|
|
|
13,038 |
|
|
Other assets
|
|
|
5,191 |
|
|
|
1,126 |
|
|
|
— |
|
|
|
6,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,390,467 |
|
|
$ |
447,307 |
|
|
$ |
(390,656 |
) |
|
$ |
1,447,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
16,742 |
|
|
$ |
6,720 |
|
|
$ |
— |
|
|
$ |
23,462 |
|
|
Accrued and other current liabilities
|
|
|
28,825 |
|
|
|
11,518 |
|
|
|
— |
|
|
|
40,343 |
|
|
Intercompany payable
|
|
|
47,588 |
|
|
|
— |
|
|
|
(47,588 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
93,155 |
|
|
|
18,238 |
|
|
|
(47,588 |
) |
|
|
63,805 |
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
|
|
|
95,000 |
|
|
|
— |
|
|
|
— |
|
|
|
95,000 |
|
|
Senior Notes dated March 17, 2014, net of debt issuance costs of
$3,376
|
|
|
496,624 |
|
|
|
— |
|
|
|
— |
|
|
|
496,624 |
|
|
Deferred income taxes and other long-term liabilities
|
|
|
80,342 |
|
|
|
86,001 |
|
|
|
— |
|
|
|
166,343 |
|
|
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock and paid-in capital
|
|
|
308,835 |
|
|
|
79,191 |
|
|
|
(79,191 |
) |
|
|
308,835 |
|
|
Accumulated other comprehensive income
|
|
|
45 |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
|
Retained earnings
|
|
|
316,466 |
|
|
|
263,877 |
|
|
|
(263,877 |
) |
|
|
316,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
625,346 |
|
|
|
343,068 |
|
|
|
(343,068 |
) |
|
|
625,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity
|
|
$ |
1,390,467 |
|
|
$ |
447,307 |
|
|
$ |
(390,656 |
) |
|
$ |
1,447,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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, 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 June 30,
2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Operating revenues, net
|
|
$ |
89,365 |
|
|
$ |
77,771 |
|
|
$ |
— |
|
|
$ |
167,136 |
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses
|
|
|
89,535 |
|
|
|
62,882 |
|
|
|
— |
|
|
|
152,417 |
|
|
Selling, general and administrative expenses
|
|
|
9,232 |
|
|
|
2,871 |
|
|
|
(325 |
) |
|
|
11,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
98,767 |
|
|
|
65,753 |
|
|
|
(325 |
) |
|
|
164,195 |
|
|
Gain on disposal of assets, net
|
|
|
(4,298 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4,298 |
) |
|
Equity in loss of unconsolidated affiliate
|
|
|
76 |
|
|
|
— |
|
|
|
— |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(5,180 |
) |
|
|
12,018 |
|
|
|
325 |
|
|
|
7,163 |
|
|
Equity in net income of consolidated subsidiaries
|
|
|
(7,035 |
) |
|
|
— |
|
|
|
7,035 |
|
|
|
— |
|
|
Interest expense
|
|
|
7,534 |
|
|
|
6 |
|
|
|
— |
|
|
|
7,540 |
|
|
Other income, net
|
|
|
(819 |
) |
|
|
— |
|
|
|
325 |
|
|
|
(494 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(320 |
) |
|
|
6 |
|
|
|
7,360 |
|
|
|
7,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income taxes
|
|
|
(4,860 |
) |
|
|
12,012 |
|
|
|
(7,035 |
) |
|
|
117 |
|
|
Income tax (benefit) expense
|
|
|
(9,137 |
) |
|
|
4,977 |
|
|
|
— |
|
|
|
(4,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$ |
4,277 |
|
|
$ |
7,035 |
|
|
$ |
(7,035 |
) |
|
$ |
4,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the quarter ended June 30,
2015 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Operating revenues, net
|
|
$ |
115,040 |
|
|
$ |
83,507 |
|
|
$ |
— |
|
|
$ |
198,547 |
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses
|
|
|
103,483 |
|
|
|
65,349 |
|
|
|
(4 |
) |
|
|
168,828 |
|
|
Selling, general and administrative expenses
|
|
|
9,471 |
|
|
|
2,576 |
|
|
|
— |
|
|
|
12,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
112,954 |
|
|
|
67,925 |
|
|
|
(4 |
) |
|
|
180,875 |
|
|
Gain on disposal of assets, net
|
|
|
(66 |
) |
|
|
— |
|
|
|
— |
|
|
|
(66 |
) |
|
Equity in loss of unconsolidated affiliate
|
|
|
106 |
|
|
|
— |
|
|
|
— |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
2,046 |
|
|
|
15,582 |
|
|
|
4 |
|
|
|
17,632 |
|
|
Equity in net income of consolidated subsidiaries
|
|
|
(9,230 |
) |
|
|
— |
|
|
|
9,230 |
|
|
|
— |
|
|
Interest expense
|
|
|
7,155 |
|
|
|
— |
|
|
|
— |
|
|
|
7,155 |
|
|
Other income, net
|
|
|
(571 |
) |
|
|
— |
|
|
|
4 |
|
|
|
(567 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,646 |
) |
|
|
— |
|
|
|
9,234 |
|
|
|
6,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
4,692 |
|
|
|
15,582 |
|
|
|
(9,230 |
) |
|
|
11,044 |
|
|
Income tax (benefit) expense
|
|
|
(1,762 |
) |
|
|
6,352 |
|
|
|
— |
|
|
|
4,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$ |
6,454 |
|
|
$ |
9,230 |
|
|
$ |
(9,230 |
) |
|
$ |
6,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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 six months ended June 30,
2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Operating revenues, net
|
|
$ |
181,234 |
|
|
$ |
149,918 |
|
|
$ |
— |
|
|
$ |
331,152 |
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses
|
|
|
181,572 |
|
|
|
123,399 |
|
|
|
— |
|
|
|
304,971 |
|
|
Selling, general and administrative expenses
|
|
|
18,275 |
|
|
|
5,674 |
|
|
|
(498 |
) |
|
|
23,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
199,847 |
|
|
|
129,073 |
|
|
|
(498 |
) |
|
|
328,422 |
|
|
Gain on disposal of assets, net
|
|
|
(3,939 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,939 |
) |
|
Equity in loss of unconsolidated affiliate
|
|
|
76 |
|
|
|
— |
|
|
|
— |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(14,750 |
) |
|
|
20,845 |
|
|
|
498 |
|
|
|
6,593 |
|
|
Equity in net income of consolidated subsidiaries
|
|
|
(12,090 |
) |
|
|
— |
|
|
|
12,090 |
|
|
|
— |
|
|
Interest expense
|
|
|
15,047 |
|
|
|
26 |
|
|
|
— |
|
|
|
15,073 |
|
|
Other income, net
|
|
|
(1,603 |
) |
|
|
(4 |
) |
|
|
498 |
|
|
|
(1,109 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,354 |
|
|
|
22 |
|
|
|
12,588 |
|
|
|
13,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income taxes
|
|
|
(16,104 |
) |
|
|
20,823 |
|
|
|
(12,090 |
) |
|
|
(7,371 |
) |
|
Income tax (benefit) expense
|
|
|
(11,449 |
) |
|
|
8,733 |
|
|
|
— |
|
|
|
(2,716 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)earnings
|
|
$ |
(4,655 |
) |
|
$ |
12,090 |
|
|
$ |
(12,090 |
) |
|
$ |
(4,655 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the six months ended June 30,
2015 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Operating revenues, net
|
|
$ |
243,697 |
|
|
$ |
159,047 |
|
|
$ |
— |
|
|
$ |
402,744 |
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses
|
|
|
209,965 |
|
|
|
128,079 |
|
|
|
(9 |
) |
|
|
338,035 |
|
|
Selling, general and administrative expenses
|
|
|
17,979 |
|
|
|
5,305 |
|
|
|
— |
|
|
|
23,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
227,944 |
|
|
|
133,384 |
|
|
|
(9 |
) |
|
|
361,319 |
|
|
Gain on disposal of assets, net
|
|
|
(73 |
) |
|
|
— |
|
|
|
— |
|
|
|
(73 |
) |
|
Equity in loss of unconsolidated affiliate
|
|
|
174 |
|
|
|
— |
|
|
|
— |
|
|
|
174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
15,652 |
|
|
|
25,663 |
|
|
|
9 |
|
|
|
41,324 |
|
|
Equity in net income of consolidated subsidiaries
|
|
|
(15,362 |
) |
|
|
— |
|
|
|
15,362 |
|
|
|
— |
|
|
Interest expense
|
|
|
14,325 |
|
|
|
— |
|
|
|
— |
|
|
|
14,325 |
|
|
Other income, net
|
|
|
(1,034 |
) |
|
|
(4 |
) |
|
|
9 |
|
|
|
(1,029 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,071 |
) |
|
|
(4 |
) |
|
|
15,371 |
|
|
|
13,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
17,723 |
|
|
|
25,667 |
|
|
|
(15,362 |
) |
|
|
28,028 |
|
|
Income tax expense
|
|
|
906 |
|
|
|
10,305 |
|
|
|
— |
|
|
|
11,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$ |
16,817 |
|
|
$ |
15,362 |
|
|
$ |
(15,362 |
) |
|
$ |
16,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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 June 30,
2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net earnings
|
|
$ |
4,277 |
|
|
$ |
7,035 |
|
|
$ |
(7,035 |
) |
|
$ |
4,277 |
|
|
Unrealized loss on short-term investments
|
|
|
210 |
|
|
|
— |
|
|
|
— |
|
|
|
210 |
|
|
Changes in pension plan assets and benefit obligations
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
Tax effect
|
|
|
(75 |
) |
|
|
— |
|
|
|
— |
|
|
|
(75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$ |
4,413 |
|
|
$ |
7,035 |
|
|
$ |
(7,035 |
) |
|
$ |
4,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the quarter ended June 30,
2015 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net earnings
|
|
$ |
6,454 |
|
|
$ |
9,230 |
|
|
$ |
(9,230 |
) |
|
$ |
6,454 |
|
|
Unrealized loss on short-term investments
|
|
|
(158 |
) |
|
|
— |
|
|
|
— |
|
|
|
(158 |
) |
|
Tax effect
|
|
|
63 |
|
|
|
— |
|
|
|
— |
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$ |
6,359 |
|
|
$ |
9,230 |
|
|
$ |
(9,230 |
) |
|
$ |
6,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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 six months ended June 30,
2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net (loss) earnings
|
|
$ |
(4,655 |
) |
|
$ |
12,090 |
|
|
$ |
(12,090 |
) |
|
$ |
(4,655 |
) |
|
Unrealized loss on short-term investments
|
|
|
1,017 |
|
|
|
— |
|
|
|
— |
|
|
|
1,017 |
|
|
Changes in pension plan assets and benefit obligations
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
Tax effect
|
|
|
(407 |
) |
|
|
— |
|
|
|
— |
|
|
|
(407 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss) income
|
|
$ |
(4,043 |
) |
|
$ |
12,090 |
|
|
$ |
(12,090 |
) |
|
$ |
(4,043 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the six months ended June 30,
2015 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net earnings
|
|
$ |
16,817 |
|
|
$ |
15,362 |
|
|
$ |
(15,362 |
) |
|
$ |
16,817 |
|
|
Unrealized loss on short-term investments
|
|
|
(19 |
) |
|
|
— |
|
|
|
— |
|
|
|
(19 |
) |
|
Unrealized realized gain
|
|
|
24 |
|
|
|
— |
|
|
|
— |
|
|
|
24 |
|
|
Tax effect
|
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$ |
16,831 |
|
|
$ |
15,362 |
|
|
$ |
(15,362 |
) |
|
$ |
16,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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 six months ended June 30,
2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only (issuer) |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash (used in) provided by operating activities
|
|
$ |
(12,954 |
) |
|
$ |
13,753 |
|
|
$ |
— |
|
|
$ |
799 |
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(39,535 |
) |
|
|
(373 |
) |
|
|
— |
|
|
|
(39,908 |
) |
|
Proceeds from asset dispositions
|
|
|
10,998 |
|
|
|
— |
|
|
|
— |
|
|
|
10,998 |
|
|
Purchase of short-term investments
|
|
|
(151,436 |
) |
|
|
— |
|
|
|
— |
|
|
|
(151,436 |
) |
|
Proceeds from sale of short-term investments
|
|
|
148,838 |
|
|
|
— |
|
|
|
— |
|
|
|
148,838 |
|
|
Payments of deposits on aircraft
|
|
|
(131 |
) |
|
|
— |
|
|
|
— |
|
|
|
(131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(31,266 |
) |
|
|
(373 |
) |
|
|
— |
|
|
|
(31,639 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from line of credit
|
|
|
150,800 |
|
|
|
— |
|
|
|
— |
|
|
|
150,800 |
|
|
Payments on line of credit
|
|
|
(113,300 |
) |
|
|
— |
|
|
|
— |
|
|
|
(113,300 |
) |
|
Repurchase of common stock
|
|
|
(500 |
) |
|
|
— |
|
|
|
— |
|
|
|
(500 |
) |
|
Due to/from affiliate, net
|
|
|
7,214 |
|
|
|
(7,214 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
44,214 |
|
|
|
(7,214 |
) |
|
|
— |
|
|
|
37,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease ) increase in cash
|
|
|
(6 |
) |
|
|
6,166 |
|
|
|
— |
|
|
|
6,160 |
|
|
Cash, beginning of period
|
|
|
46 |
|
|
|
2,361 |
|
|
|
— |
|
|
|
2,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$ |
40 |
|
|
$ |
8,527 |
|
|
$ |
— |
|
|
$ |
8,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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 six months ended June 30,
2015 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only (issuer) |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash provided by operating activities
|
|
$ |
46,696 |
|
|
$ |
22,612 |
|
|
$ |
— |
|
|
$ |
69,308 |
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(29,502 |
) |
|
|
— |
|
|
|
— |
|
|
|
(29,502 |
) |
|
Proceeds from asset dispositions
|
|
|
567 |
|
|
|
— |
|
|
|
— |
|
|
|
567 |
|
|
Purchase of short-term investments
|
|
|
(290,469 |
) |
|
|
— |
|
|
|
— |
|
|
|
(290,469 |
) |
|
Proceeds from sale of short-term investments
|
|
|
257,454 |
|
|
|
— |
|
|
|
— |
|
|
|
257,454 |
|
|
Payments of deposits on aircraft
|
|
|
(131 |
) |
|
|
— |
|
|
|
— |
|
|
|
(131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(62,081 |
) |
|
|
— |
|
|
|
— |
|
|
|
(62,081 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from line of credit
|
|
|
119,740 |
|
|
|
— |
|
|
|
— |
|
|
|
119,740 |
|
|
Payments on line of credit
|
|
|
(127,240 |
) |
|
|
— |
|
|
|
— |
|
|
|
(127,240 |
) |
|
Repurchase of common stock for payroll tax withholding
requirements
|
|
|
(2,338 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,338 |
) |
|
Due to/from affiliate, net
|
|
|
25,220 |
|
|
|
(25,220 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
15,382 |
|
|
|
(25,220 |
) |
|
|
— |
|
|
|
(9,838 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash
|
|
|
(3 |
) |
|
|
(2,608 |
) |
|
|
— |
|
|
|
(2,611 |
) |
|
Cash, beginning of period
|
|
|
51 |
|
|
|
6,219 |
|
|
|
— |
|
|
|
6,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$ |
48 |
|
|
$ |
3,611 |
|
|
$ |
— |
|
|
$ |
3,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Foreign subsidiaries represent minor
subsidiaries and are included in the guarantors subsidiaries’
amounts. |
|