Condensed Consolidating Financial Information | 17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As discussed further in Note 6, 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 PHI, Inc.’s 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”) the guarantor subsidiaries and the non-guarantor subsidiaries, each 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, 2019 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets: Cash $ 8,170 $ 2,223 $ 11,489 $ — $ 21,882 Short-term investments 76,141 — — — 76,141 Accounts receivable – net 64,467 101,381 23,676 (6,180 ) 183,344 Intercompany receivable — 98,616 22,116 (120,732 ) — Inventories of spare parts – net 29,871 20,929 3,442 — 54,242 Prepaid expenses 8,944 2,805 1,323 — 13,072 Income taxes receivable 7 502 — — 509 Total current assets 187,600 226,456 62,046 (126,912 ) 349,190 Investment in subsidiaries 475,391 — — (475,391 ) — Property and equipment – net 562,880 283,231 39,558 — 885,669 Right of use assets 116,918 11,652 16,374 — 144,944 Restricted cash and investments 19,739 — — — 19,739 Other assets 18,678 1,071 1,188 — 20,937 Deferred income tax — — 5,137 — 5,137 Total assets $ 1,381,206 $ 522,410 $ 124,303 $ (602,303 ) $ 1,425,616 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 64,526 $ 6,437 $ 5,832 $ (6,180 ) $ 70,615 Accrued and other current liabilities 19,667 13,500 5,316 — 38,483 Current portion of operating lease liabilities 20,823 3,404 3,308 — 27,535 Current maturities of long-term debt 1,750 — — — 1,750 Intercompany payable 63,263 17,125 40,344 (120,732 ) — Total current liabilities 170,029 40,466 54,800 (126,912 ) 138,383 Long-term Debt 192,450 — — — 192,450 Deferred income taxes and other long-term liabilities 93,711 67,234 12,859 — 173,804 Liabilities subject to compromise 513,125 — — — 513,125 Shareholders’ Equity: Common stock and paid-in capital 317,725 77,951 132,426 (210,377 ) 317,725 Accumulated other comprehensive loss (3 ) — (4,037 ) — (4,040 ) Retained earnings 94,169 336,759 (71,745 ) (265,014 ) 94,169 Total shareholders’ equity 411,891 414,710 56,644 (475,391 ) 407,854 Total liabilities and shareholders’ equity $ 1,381,206 $ 522,410 $ 124,303 $ (602,303 ) $ 1,425,616 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) December 31, 2018 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets: Cash $ 39,091 $ 1,259 $ 10,524 $ — $ 50,874 Short-term investments 14,232 — — — 14,232 Accounts receivable – net 64,416 93,060 28,812 (3,823 ) 182,465 Intercompany receivable — 91,468 — (91,468 ) — Inventories of spare parts – net 43,933 9,577 3,188 — 56,698 Prepaid expenses 7,295 2,520 1,604 — 11,419 Income taxes receivable 394 556 — — 950 Total current assets 169,361 198,440 44,128 (95,291 ) 316,638 Investment in subsidiaries and others 471,790 — — (471,790 ) — Property and equipment – net 576,763 287,375 38,347 — 902,485 Restricted investments 19,781 — — — 19,781 Other assets 17,179 1,199 — — 18,378 Deferred income tax — — 4,944 — 4,944 Total assets $ 1,254,874 $ 487,014 $ 87,419 $ (567,081 ) $ 1,262,226 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Senior Notes issued March 17, 2014 $ 499,740 $ — $ — $ — $ 499,740 Accounts payable 44,089 4,587 5,452 (3,839 ) 50,289 Accrued and other current liabilities 25,158 12,335 7,799 — 45,292 Intercompany payable 74,336 — 17,116 (91,452 ) — Total current liabilities 643,323 16,922 30,367 (95,291 ) 595,321 Long-term debt 129,235 — — — 129,235 Deferred income taxes and other long-term liabilities 4,934 58,752 551 — 64,237 Shareholders’ Equity: Common stock and paid-in capital 315,898 77,951 132,650 (210,601 ) 315,898 Accumulated other comprehensive loss (3 ) — (3,949 ) — (3,952 ) Retained earnings 161,487 333,389 (72,200 ) (261,189 ) 161,487 Total shareholders’ equity 477,382 411,340 56,501 (471,790 ) 473,433 Total liabilities and shareholders’ equity $ 1,254,874 $ 487,014 $ 87,419 $ (567,081 ) $ 1,262,226 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) (Unaudited) For the Quarter Ended June 30, 2019 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 75,707 $ 72,628 $ 24,912 $ (8,075 ) $ 165,172 Expenses: Direct expenses 76,288 61,915 23,386 (8,075 ) 153,514 Selling, general and administrative expenses 10,459 4,293 2,843 (4 ) 17,591 Total operating expenses 86,747 66,208 26,229 (8,079 ) 171,105 Loss on disposal of assets, net (102 ) 9 (2 ) — (95 ) Equity in income of unconsolidated affiliates, net (1,039 ) — — — (1,039 ) Operating (loss) income (9,899 ) 6,411 (1,315 ) 4 (4,799 ) Equity in net income of consolidated subsidiaries (4,952 ) — — 4,952 — Interest expense 3,908 19 — — 3,927 Reorganization items, net 26,503 — — — 26,503 Other income, net (46 ) — (291 ) 4 (333 ) 25,413 19 (291 ) 4,956 30,097 (Loss) earnings before income taxes (35,312 ) 6,392 (1,024 ) (4,952 ) (34,896 ) Income tax (benefit) expense (3,235 ) 792 (376 ) — (2,819 ) Net (loss) earnings $ (32,077 ) $ 5,600 $ (648 ) $ (4,952 ) $ (32,077 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the Quarter Ended June 30, 2018 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 79,857 $ 68,717 $ 51,404 $ (30,735 ) $ 169,243 Expenses: Direct expenses 78,955 58,263 48,658 (30,793 ) 155,083 Selling, general and administrative expenses 8,395 3,256 2,838 (4 ) 14,485 Total operating expenses 87,350 61,519 51,496 (30,797 ) 169,568 Gain on disposal of assets, net (150 ) — (21 ) — (171 ) Equity in income of unconsolidated affiliates, net (81 ) — — — (81 ) Operating (loss) income (7,262 ) 7,198 (71 ) 62 (73 ) Equity in net income of consolidated subsidiaries (6,064 ) — — 6,064 — Interest expense 8,337 — 542 (539 ) 8,340 Other income, net (365 ) — 128 601 364 1,908 — 670 6,126 8,704 (Loss) earnings before income taxes (9,170 ) 7,198 (741 ) (6,064 ) (8,777 ) Income tax (benefit) expense (2,077 ) — 393 — (1,684 ) Net (loss) earnings $ (7,093 ) $ 7,198 $ (1,134 ) $ (6,064 ) $ (7,093 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) (Unaudited) For the Six Months Ended June 30, 2019 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 149,740 $ 131,930 $ 49,251 $ (13,859 ) $ 317,062 Expenses: Direct expenses 160,793 120,941 42,515 (13,859 ) 310,390 Selling, general and administrative expenses 28,507 7,731 6,229 (9 ) 42,458 Total operating expenses 189,300 128,672 48,744 (13,868 ) 352,848 Loss (gain) on disposal of assets, net (51 ) 9 (2 ) — (44 ) Equity in income of unconsolidated affiliates, net (2,400 ) — — — (2,400 ) Operating (loss) income (37,109 ) 3,249 509 9 (33,342 ) Equity in net income of consolidated subsidiaries (3,825 ) — — 3,825 — Interest expense 12,070 23 — — 12,093 Regorganizations items, net 28,103 — — — 28,103 Other income, net (235 ) — (67 ) 9 (293 ) 36,113 23 (67 ) 3,834 39,903 (Loss) earnings before income taxes (73,222 ) 3,226 576 (3,825 ) (73,245 ) Income tax (benefit) expense (5,904 ) (144 ) 121 — (5,927 ) Net (loss) earnings $ (67,318 ) $ 3,370 $ 455 $ (3,825 ) $ (67,318 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the Six Months Ended June 30, 2018 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 157,949 $ 127,426 $ 100,900 $ (56,668 ) $ 329,607 Expenses: Direct expenses 162,953 113,627 91,436 (56,707 ) 311,309 Selling, general and administrative expenses 17,143 6,423 6,388 (10 ) 29,944 Total operating expenses 180,096 120,050 97,824 (56,717 ) 341,253 Loss (gain) on disposal of assets, net 729 — (21 ) — 708 Equity in income of unconsolidated affiliates, net (45 ) — — — (45 ) Operating (loss) income (22,831 ) 7,376 3,097 49 (12,309 ) Equity in net income of consolidated subsidiaries (8,163 ) — — 8,163 — Interest expense 16,533 — 1,085 (1,081 ) 16,537 Other income, net (63 ) — 337 1,130 1,404 8,307 — 1,422 8,212 17,941 (Loss) earnings before income taxes (31,138 ) 7,376 1,675 (8,163 ) (30,250 ) Income tax (benefit) expense (7,063 ) — 888 — (6,175 ) Net (loss) earnings $ (24,075 ) $ 7,376 $ 787 $ (8,163 ) $ (24,075 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) (Unaudited) For the Quarter Ended June 30, 2019 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (32,077 ) $ 5,600 $ (648 ) $ (4,952 ) $ (32,077 ) Currency translation adjustments — — (928 ) — (928 ) Tax effect of the above-listed adjustments — — 25 — 25 Total comprehensive (loss) income $ (32,077 ) $ 5,600 $ (1,551 ) $ (4,952 ) $ (32,980 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) For the Quarter Ended June 30, 2018 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (7,093 ) $ 7,198 $ (1,134 ) $ (6,064 ) $ (7,093 ) Unrealized gain on short-term investments (107 ) — — — (107 ) Currency translation adjustments — — 160 — 160 Changes in pension plan asset and benefit obligation 7 — — — 7 Tax effect of the above-listed adjustments 100 — — — 100 Total comprehensive (loss) income $ (7,093 ) $ 7,198 $ (974 ) $ (6,064 ) $ (6,933 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) (Unaudited) For the Six Months Ended June 30, 2019 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (67,318 ) $ 3,370 $ 455 $ (3,825 ) (67,318 ) Currency translation adjustment — — (121 ) — (121 ) Tax effect of the above-listed adjustments — — 33 — 33 Total comprehensive (loss) income $ (67,318 ) $ 3,370 $ 367 $ (3,825 ) $ (67,406 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) For the Six Months Ended June 30, 2018 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (24,075 ) $ 7,376 $ 787 $ (8,163 ) (24,075 ) Unrealized gain on short-term investments 363 — — — 363 Currency translation adjustment — — 627 — 627 Changes in pension plan asset and benefit obligation (1 ) — — — (1 ) Tax effect of the above-listed adjustments (85 ) — — — (85 ) Total comprehensive (loss) income $ (23,798 ) $ 7,376 $ 1,414 $ (8,163 ) $ (23,171 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) (Unaudited) For the Six Months Ended June 30, 2019 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (20,773 ) $ (6,064 ) $ 3,160 $ — $ (23,677 ) Investing activities: — Purchase of property and equipment (5,956 ) — (3,014 ) — (8,970 ) Proceeds from asset dispositions 1,235 — — — 1,235 Purchase of short-term investments (183,421 ) — — — (183,421 ) Proceeds from sale of short-term investments 121,512 — — — 121,512 Payment of deposit on aircraft (50 ) (50 ) Refund of deposit on aircraft 503 — — — 503 Loan to unconsolidated affiliate — — — — — Net cash used in investing activities (66,177 ) — (3,014 ) — (69,191 ) Financing activities: — Debt issuance costs (5,668 ) — — — (5,668 ) Proceeds from Term Loan 70,000 — — 70,000 Due to/from affiliate, net (8,330 ) 7,028 1,302 — — Net cash provided by (used in) financing activities 56,002 7,028 1,302 — 64,332 Effect of exchange rate changes on cash — — (483 ) — (483 ) Increase (decrease) in cash (30,948 ) 964 965 — (29,019 ) Cash, cash equivalents and restricted cash at beginning of period 46,781 1,259 10,524 — 58,564 Cash, cash equivalents and restricted cash at end of period $ 15,833 $ 2,223 $ 11,489 $ — $ 29,545 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) (Unaudited) For the Six Months Ended June 30, 2018 Parent Company Only (issuer) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (506 ) $ 3,306 $ 2,610 $ — $ 5,410 Investing activities: Purchase of property and equipment (16,768 ) — (1,330 ) — (18,098 ) Proceeds from asset dispositions 1,453 — — — 1,453 Purchase of short-term investments (260,996 ) — — — (260,996 ) Proceeds from sale of short-term investments 264,918 — — — 264,918 Loan to unconsolidated affiliate (274 ) — — — (274 ) Net cash used in investing activities (11,667 ) — (1,330 ) — (12,997 ) Financing activities: Proceeds from line of credit 34,295 — — — 34,295 Payments on line of credit (29,575 ) — — — (29,575 ) Due to/from affiliate, net 7,510 (3,073 ) (4,437 ) — — Repurchase of common stock (51 ) — — — (51 ) Net cash provided by (used in) financing activities 12,179 (3,073 ) (4,437 ) — 4,669 Increase (decrease) in cash 6 233 (3,157 ) — (2,918 ) Cash, beginning of period 47 1,072 7,651 — 8,770 Cash, end of period $ 53 $ 1,305 $ 4,494 $ — $ 5,852 |