| Condensed Consolidating Financial Information - Guarantor Subsidiaries |
| (16) |
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 directly or
indirectly 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, 2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only (issuer) |
|
|
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 capital
|
|
|
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 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
|
|
|
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
|
|
|
553,501 |
|
|
|
— |
|
|
|
— |
|
|
|
553,501 |
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the year ended December 31,
2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only (issuer) |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Operating revenues, net
|
|
$ |
339,829 |
|
|
$ |
294,269 |
|
|
$ |
— |
|
|
$ |
634,098 |
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses
|
|
|
347,532 |
|
|
|
245,018 |
|
|
|
— |
|
|
|
592,550 |
|
|
Selling, general, and administrative expenses
|
|
|
32,911 |
|
|
|
11,525 |
|
|
|
(18 |
) |
|
|
44,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
380,443 |
|
|
|
256,543 |
|
|
|
(18 |
) |
|
|
636,968 |
|
|
|
|
|
|
|
Gain on disposition of assets, net
|
|
|
(3,350 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,350 |
) |
|
Impairment of assets
|
|
|
407 |
|
|
|
— |
|
|
|
— |
|
|
|
407 |
|
|
Equity in profit of unconsolidated affiliate
|
|
|
(151 |
) |
|
|
— |
|
|
|
— |
|
|
|
(151 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(37,520 |
) |
|
|
37,726 |
|
|
|
18 |
|
|
|
224 |
|
|
Equity in net earnings of consolidated subsidiaries
|
|
|
(22,182 |
) |
|
|
— |
|
|
|
22,182 |
|
|
|
— |
|
|
Interest expense
|
|
|
30,585 |
|
|
|
59 |
|
|
|
— |
|
|
|
30,644 |
|
|
Other income, net
|
|
|
(3,284 |
) |
|
|
(5 |
) |
|
|
18 |
|
|
|
(3,271 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,119 |
|
|
|
54 |
|
|
|
22,200 |
|
|
|
27,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income taxes
|
|
|
(42,639 |
) |
|
|
37,672 |
|
|
|
(22,182 |
) |
|
|
(27,149 |
) |
|
Income tax (benefit) expense
|
|
|
(15,959 |
) |
|
|
15,490 |
|
|
|
— |
|
|
|
(469 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings
|
|
$ |
(26,680 |
) |
|
$ |
22,182 |
|
|
$ |
(22,182 |
) |
|
$ |
(26,680 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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
|
|
|
18,892 |
|
|
|
55,589 |
|
|
|
(31,225 |
) |
|
|
43,256 |
|
|
Income tax (benefit) 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. |
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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, 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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,
2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net (loss) earnings
|
|
$ |
(26,680 |
) |
|
$ |
22,182 |
|
|
$ |
(22,182 |
) |
|
$ |
(26,680 |
) |
|
|
|
|
|
|
Unrealized gain on short-term investments
|
|
|
241 |
|
|
|
— |
|
|
|
— |
|
|
|
241 |
|
|
|
|
|
|
|
Changes in pension plan assets and benefit obligations
|
|
|
(39 |
) |
|
|
— |
|
|
|
— |
|
|
|
(39 |
) |
|
|
|
|
|
|
Tax effect
|
|
|
(113 |
) |
|
|
— |
|
|
|
— |
|
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss) income
|
|
$ |
(26,591 |
) |
|
$ |
22,182 |
|
|
$ |
(22,182 |
) |
|
$ |
(26,591 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 loss on short-term investments
|
|
|
(641 |
) |
|
|
— |
|
|
|
— |
|
|
|
(641 |
) |
|
|
|
|
|
|
Other unrealized gain
|
|
|
24 |
|
|
|
— |
|
|
|
— |
|
|
|
24 |
|
|
|
|
|
|
|
Changes in pension plan assets and benefit obligations
|
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
|
|
|
|
Tax effect
|
|
|
254 |
|
|
|
— |
|
|
|
— |
|
|
|
254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$ |
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 loss on short-term investments
|
|
|
(285 |
) |
|
|
— |
|
|
|
— |
|
|
|
(285 |
) |
|
|
|
|
|
|
Other unrealized loss
|
|
|
(24 |
) |
|
|
— |
|
|
|
— |
|
|
|
(24 |
) |
|
|
|
|
|
|
Changes in pension plan assets and benefit obligations
|
|
|
17 |
|
|
|
— |
|
|
|
— |
|
|
|
17 |
|
|
|
|
|
|
|
Tax effect
|
|
|
105 |
|
|
|
— |
|
|
|
— |
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$ |
32,501 |
|
|
$ |
38,740 |
|
|
$ |
(38,740 |
) |
|
$ |
32,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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,
2016 |
|
| |
|
Parent |
|
|
|
|
|
|
|
|
|
|
| |
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
| |
|
Only (issuer) |
|
|
Subsidiaries (1) |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash (used in) provided by operating activities
|
|
$ |
(46,738 |
) |
|
$ |
46,174 |
|
|
$ |
— |
|
|
$ |
(564 |
) |
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(81,484 |
) |
|
|
(358 |
) |
|
|
— |
|
|
|
(81,842 |
) |
|
Proceeds from asset dispositions
|
|
|
14,983 |
|
|
|
— |
|
|
|
— |
|
|
|
14,983 |
|
|
Purchase of short-term investments
|
|
|
(321,453 |
) |
|
|
— |
|
|
|
— |
|
|
|
(321,453 |
) |
|
Proceeds from sale of short-term investments
|
|
|
316,543 |
|
|
|
— |
|
|
|
— |
|
|
|
316,543 |
|
|
Payments of deposits on aircraft
|
|
|
(2,249 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,249 |
) |
|
Loan to unconsolidated affiliate
|
|
|
(1,200 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,200 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(74,860 |
) |
|
|
(358 |
) |
|
|
— |
|
|
|
(75,218 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock
|
|
|
(529 |
) |
|
|
|
|
|
|
|
|
|
|
(529 |
) |
|
Proceeds on line of credit
|
|
|
264,700 |
|
|
|
— |
|
|
|
— |
|
|
|
264,700 |
|
|
Payments on line of credit
|
|
|
(188,200 |
) |
|
|
— |
|
|
|
— |
|
|
|
(188,200 |
) |
|
Due to/from affiliate, net
|
|
|
45,617 |
|
|
|
(45,617 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
121,588 |
|
|
|
(45,617 |
) |
|
|
— |
|
|
|
75,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash
|
|
|
(10 |
) |
|
|
199 |
|
|
|
— |
|
|
|
189 |
|
|
Cash, beginning of year
|
|
|
46 |
|
|
|
2,361 |
|
|
|
— |
|
|
|
2,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year
|
|
$ |
36 |
|
|
$ |
2,560 |
|
|
$ |
— |
|
|
$ |
2,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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
Only (issuer) |
|
|
Guarantor
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 of 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 (used in) 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. |
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH
FLOWS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the year ended December 31,
2014 |
|
| |
|
Parent
Company
Only (issuer) |
|
|
Guarantor
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 (used in) 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. |
|