Condensed Consolidating Financial Information | 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 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 (except for periods ending on or before December 31, 2016, in which case such information for the guarantor and non-guarantor subsidiaries is presented together). 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. Due to the growth of our international affiliates in Trinidad and Australia which no longer qualify as minor subsidiaries under regulation S-X 210.3-10(h)6, we have begun reporting all of our non-guarantors subs in a separate column beginning with the quarter ended June 30, 2017. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) (Unaudited) June 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets: Cash $ 48 $ 1,328 $ 947 $ — $ 2,323 Short-term investments 237,433 — — — 237,433 Accounts receivable – net 78,334 63,020 8,969 (2,819 ) 147,504 Intercompany receivable — 105,938 — (105,938 ) — Inventories of spare parts – net 67,148 9,007 — — 76,155 Prepaid expenses 10,554 2,394 183 — 13,131 Deferred income taxes 10,798 — — — 10,798 Income taxes receivable 418 (4 ) — — 414 Total current assets 404,733 181,683 10,099 (108,757 ) 487,758 Investment in subsidiaries 376,032 — — (376,032 ) — Property and equipment – net 626,402 291,118 614 — 918,134 Restricted cash and investments 12,382 — 14 — 12,396 Other assets 9,168 1,004 — — 10,172 Total assets $ 1,428,717 $ 473,805 $ 10,727 $ (484,789 ) $ 1,428,460 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 24,177 $ 3,200 $ 3,233 $ (2,819 ) $ 27,791 Accrued and other current liabilities 24,508 7,836 1,040 — 33,384 Intercompany payable 97,739 — 8,199 (105,938 ) — Total current liabilities 146,424 11,036 12,472 (108,757 ) 61,175 Long-term debt 631,096 — — — 631,096 Deferred income taxes and other long-term liabilities 67,136 83,926 1,066 — 152,128 Shareholders’ Equity: Common stock and paid-in capital 307,367 77,951 1,375 (79,326 ) 307,367 Accumulated other comprehensive loss (254 ) — — — (254 ) Retained earnings 276,948 300,892 (4,186 ) (296,706 ) 276,948 Total shareholders’ equity 584,061 378,843 (2,811 ) (376,032 ) 584,061 Total liabilities and shareholders’ equity $ 1,428,717 $ 473,805 $ 10,727 $ (484,789 ) $ 1,428,460 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) December 31, 2016 Parent Guarantor (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 guarantors’ subsidiaries amounts. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) (Unaudited) For the quarter ended June 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 75,045 $ 68,857 $ 5,341 $ (2,819 ) $ 146,424 Expenses: Direct expenses 72,598 51,806 5,366 (2,819 ) 126,951 Selling, general and administrative expenses 10,916 3,269 66 (4 ) 14,247 Total operating expenses 83,514 55,075 5,432 (2,823 ) 141,198 Loss (gain) on disposal of assets, net 8 (1 ) — — 7 Equity in (income) loss of unconsolidated affiliates, net (75 ) — 1,066 — 991 Operating (loss) income (8,402 ) 13,783 (1,157 ) 4 4,228 Equity in net income of consolidated subsidiaries (14,613 ) — — 14,613 — Interest expense 8,082 1 — — 8,083 Other income, net (708 ) (1 ) — 4 (705 ) (7,239 ) — — 14,617 7,378 (Loss) earnings before income taxes (1,163 ) 13,783 (1,157 ) (14,613 ) (3,150 ) Income tax expense (benefit) 2,110 (1,987 ) — — 123 Net (loss) earnings $ (3,273 ) $ 15,770 $ (1,157 ) $ (14,613 ) $ (3,273 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the quarter ended June 30, 2016 Parent Guarantor (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 consolidated affiliates, net 76 — — 76 Operating (loss) 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 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors’ subsidiaries amounts. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) (Unaudited) For the six months ended June 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 149,329 $ 126,330 $ 8,202 $ (2,819 ) $ 281,042 Expenses: Direct expenses 154,942 104,187 7,154 (2,819 ) 263,464 Selling, general and administrative expenses 21,024 6,155 120 (9 ) 27,290 Total operating expenses 175,966 110,342 7,274 (2,828 ) 290,754 Loss (gain) on disposal of assets, net 8 (1 ) — — 7 Equity in loss (income) of unconsolidated affiliates, net 928 — 1,066 — 1,994 Operating income (loss) (27,573 ) 15,989 (138 ) 9 (11,713 ) Equity in net income of consolidated subsidiaries (17,243 ) — — 17,243 — Interest expense 16,256 22 — — 16,278 Other income, net (1,776 ) (1 ) — 9 (1,768 ) (2,763 ) 21 — 17,252 14,510 (Loss) earnings before income taxes (24,810 ) 15,968 (138 ) (17,243 ) (26,223 ) Income tax (benefit) expense (6,289 ) (1,413 ) — — (7,702 ) Net (loss) earnings $ (18,521 ) $ 17,381 $ (138 ) $ (17,243 ) $ (18,521 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the six months ended June 30, 2016 Parent Guarantor (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 (loss) 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 ) (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 June 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (3,273 ) $ 15,770 $ (1,157 ) $ (14,613 ) $ (3,273 ) Unrealized gain on short-term investments 167 — — — 167 Changes in pension plan asset and benefit obligation 23 — — — 23 Tax effect of the above-listed adjustments (68 ) — — — (68 ) Total comprehensive (loss) income $ (3,151 ) $ 15,770 $ (1,157 ) $ (14,613 ) $ (3,151 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) For the quarter ended June 30, 2016 Parent Guarantor (1) Eliminations Consolidated Net earnings $ 4,277 $ 7,035 $ (7,035 ) $ 4,277 Unrealized gain on short-term investments 210 — — 210 Changes in pension plan asset and benefit obligations 1 — — 1 Tax effect of the above-listed adjustments (75 ) — — (75 ) Total comprehensive (loss) income $ 4,413 $ 7,035 $ (7,035 ) $ 4,413 (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, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (18,521 ) $ 17,381 $ (138 ) $ (17,243 ) $ (18,521 ) Unrealized gain on short-term investments 329 — — — 329 Changes in pension plan asset and benefit obligation 22 — — — 22 Tax effect of the above-listed adjustments (127 ) — — — (127 ) Total comprehensive (loss) income $ (18,297 ) $ 17,381 $ (138 ) $ (17,243 ) $ (18,297 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) For the six months ended June 30, 2016 Parent Guarantor (1) Eliminations Consolidated Net (loss) earnings $ (4,655 ) $ 12,090 $ (12,090 ) $ (4,655 ) Unrealized gain on short-term investments 1,017 — — 1,017 Changes in pension plan asset and benefit obligations 2 — — 2 Tax effect of the above-listed adjustments (407 ) — — (407 ) Total comprehensive (loss) income $ (4,043 ) $ 12,090 $ (12,090 ) $ (4,043 ) (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, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (34,236 ) $ 18,916 $ 7,371 $ — $ (7,949 ) Investing activities: Purchase of property and equipment (43,892 ) — — — (43,892 ) Proceeds from asset dispositions 17 — — — 17 Purchase of short-term investments (134,518 ) — — — (134,518 ) Proceeds from sale of short-term investments 187,217 — — — 187,217 Payments of deposits on aircraft (110 ) — — — (110 ) Net cash provided by (used in) investing activities 8,714 — — — 8,714 Financing activities: Proceeds from line of credit 66,525 — — — 66,525 Payments on line of credit (67,300 ) — — — (67,300 ) Repurchase of common stock (263 ) — — — (263 ) Due to/from affiliate, net 26,572 (19,688 ) (6,884 ) — — Net cash provided by (used in) financing activities 25,534 (19,688 ) (6,884 ) — (1,038 ) Increase (decrease) in cash 12 (772 ) 487 — (273 ) Cash, beginning of period 36 2,100 460 — 2,596 Cash, end of period $ 48 $ 1,328 $ 947 $ — $ 2,323 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) For the six months ended June 30, 2016 Parent Guarantor (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. |