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 began 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) September 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets: Cash $ 50 $ 1,071 $ 1,870 $ — $ 2,991 Short-term investments 204,036 — — — 204,036 Accounts receivable – net 77,061 71,727 14,721 (10,772 ) 152,737 Intercompany receivable — 120,376 — (120,376 ) — Inventories of spare parts – net 70,617 8,628 — — 79,245 Prepaid expenses 9,916 1,948 142 — 12,006 Deferred income taxes 10,798 — — — 10,798 Income taxes receivable 500 9 — — 509 Total current assets 372,978 203,759 16,733 (131,148 ) 462,322 Investment in subsidiaries 390,840 — — (390,840 ) — Property and equipment – net 621,885 287,841 601 — 910,327 Restricted cash and investments 12,381 — 15 — 12,396 Other assets 8,076 956 — — 9,032 Total assets $ 1,406,160 $ 492,556 $ 17,349 $ (521,988 ) $ 1,394,077 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 26,587 $ 3,557 $ 11,235 $ (10,772 ) $ 30,607 Accrued and other current liabilities 22,198 9,961 1,544 — 33,703 Intercompany payable 112,015 — 8,361 (120,376 ) — Total current liabilities 160,800 13,518 21,140 (131,148 ) 64,310 Long-term debt 598,182 — — — 598,182 Deferred income taxes and other long-term liabilities 65,117 83,891 516 — 149,524 Shareholders’ Equity: Common stock and paid-in capital 308,634 77,951 1,375 (79,326 ) 308,634 Accumulated other comprehensive loss (244 ) — — — (244 ) Retained earnings 273,671 317,196 (5,682 ) (311,514 ) 273,671 Total shareholders’ equity 582,061 395,147 (4,307 ) (390,840 ) 582,061 Total liabilities and shareholders’ equity $ 1,406,160 $ 492,556 $ 17,349 $ (521,988 ) $ 1,394,077 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 September 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 79,644 $ 70,692 $ 7,784 $ (7,953 ) $ 150,167 Expenses: Direct expenses 83,727 51,247 9,765 (7,953 ) 136,786 Selling, general and administrative expenses 8,240 3,141 24 (4 ) 11,401 Total operating expenses 91,967 54,388 9,789 (7,957 ) 148,187 (Gain) Loss on disposal of assets, net (4 ) — — — (4 ) Equity in (income) loss of unconsolidated affiliates, net 112 — (550 ) — (438 ) Operating (loss) income (12,431 ) 16,304 (1,455 ) 4 2,422 Equity in net income of consolidated subsidiaries (14,850 ) — — 14,850 — Interest expense 8,027 — — — 8,027 Other income, net (709 ) (1 ) — 4 (706 ) (7,532 ) (1 ) — 14,854 7,321 (Loss) earnings before income taxes (4,899 ) 16,305 (1,455 ) (14,850 ) (4,899 ) Income tax (benefit) expense (1,622 ) — — — (1,622 ) Net (loss) earnings $ (3,277 ) $ 16,305 $ (1,455 ) $ (14,850 ) $ (3,277 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the Quarter Ended September 30, 2016 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 79,532 $ 78,561 $ — $ 158,093 Expenses: Direct expenses 83,188 61,750 — 144,938 Selling, general and administrative expenses 10,639 3,092 (350 ) 13,381 Total operating expenses 93,827 64,842 (350 ) 158,319 Loss on disposal of assets, net 85 — — 85 Equity in loss of consolidated affiliate 198 — — 198 Operating (loss) income (14,578 ) 13,719 350 (509 ) Equity in net income of consolidated subsidiaries (8,372 ) — 8,372 — Interest expense 7,716 3 — 7,719 Other income, net (812 ) — 350 (462 ) (1,468 ) 3 8,722 7,257 (Loss) earnings before income taxes (13,110 ) 13,716 (8,372 ) (7,766 ) Income tax (benefit) expense (8,143 ) 5,344 — (2,799 ) Net (loss) earnings $ (4,967 ) $ 8,372 $ (8,372 ) $ (4,967 ) (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 Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 228,973 $ 197,022 $ 15,987 $ (10,773 ) $ 431,209 Expenses: Direct expenses 238,669 155,434 16,920 (10,773 ) 400,250 Selling, general and administrative expenses 29,265 9,296 144 (14 ) 38,691 Total operating expenses 267,934 164,730 17,064 (10,787 ) 438,941 Loss (gain) on disposal of assets, net 4 (1 ) — — 3 Equity in loss (income) of unconsolidated affiliates, net 1,040 — 516 — 1,556 Operating (loss) income (40,005 ) 32,293 (1,593 ) 14 (9,291 ) Equity in net income of consolidated subsidiaries (32,093 ) — — 32,093 — Interest expense 24,283 22 — — 24,305 Other income, net (2,486 ) (2 ) — 14 (2,474 ) (10,296 ) 20 — 32,107 21,831 (Loss) earnings before income taxes (29,709 ) 32,273 (1,593 ) (32,093 ) (31,122 ) Income tax (benefit) expense (7,911 ) (1,413 ) — — (9,324 ) Net (loss) earnings $ (21,798 ) $ 33,686 $ (1,593 ) $ (32,093 ) $ (21,798 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the Nine Months Ended September 30, 2016 Parent Guarantor (1) Eliminations Consolidated Operating revenues, net $ 260,766 $ 228,479 $ — $ 489,245 Expenses: Direct expenses 264,761 185,148 — 449,909 Selling, general and administrative expenses 28,914 8,766 (848 ) 36,832 Total operating expenses 293,675 193,914 (848 ) 486,741 Gain on disposal of assets, net (3,854 ) — — (3,854 ) Equity in loss of unconsolidated affiliate 274 — — 274 Operating (loss) income (29,329 ) 34,565 848 6,084 Equity in net income of consolidated subsidiaries (20,462 ) — 20,462 — Interest expense 22,762 30 — 22,792 Other income, net (2,415 ) (4 ) 848 (1,571 ) (115 ) 26 21,310 21,221 (Loss) earnings before income taxes (29,214 ) 34,539 (20,462 ) (15,137 ) Income tax (benefit) expense (19,592 ) 14,077 — (5,515 ) Net (loss) earnings $ (9,622 ) $ 20,462 $ (20,462 ) $ (9,622 ) (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 September 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (3,277 ) $ 16,305 $ (1,455 ) $ (14,850 ) $ (3,277 ) Unrealized gain on short-term investments 41 — — — 41 Changes in pension plan asset and benefit obligation (24 ) — — — (24 ) Tax effect of the above-listed adjustments (8 ) — — — (8 ) Total comprehensive (loss) income $ (3,268 ) $ 16,305 $ (1,455 ) $ (14,850 ) $ (3,268 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) For the Quarter Ended September 30, 2016 Parent Guarantor (1) Eliminations Consolidated Net (loss) earnings $ (4,967 ) $ 8,372 $ (8,372 ) $ (4,967 ) Unrealized gain on short-term investments (494 ) — — (494 ) Changes in pension plan asset and benefit obligations 1 — — 1 Tax effect of the above-listed adjustments 178 — — 178 Total comprehensive (loss) income $ (5,282 ) $ 8,372 $ (8,372 ) $ (5,282 ) (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 Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (21,798 ) $ 33,686 $ (1,593 ) $ (32,093 ) $ (21,798 ) Unrealized gain on short-term investments 370 — — — 370 Changes in pension plan asset and benefit obligation (2 ) — — — (2 ) Tax effect of the above-listed adjustments (134 ) — — — (134 ) Total comprehensive (loss) income $ (21,564 ) $ 33,686 $ (1,593 ) $ (32,093 ) $ (21,564 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) For the Quarter Ended September 30, 2016 Parent Guarantor (1) Eliminations Consolidated Net (loss) earnings $ (9,622 ) $ 20,462 $ (20,462 ) $ (9,622 ) Unrealized gain on short-term investments 523 — — 523 Changes in pension plan asset and benefit obligations 3 — — 3 Tax effect of the above-listed adjustments (229 ) — — (229 ) Total comprehensive (loss) income $ (9,325 ) $ 20,462 $ (20,462 ) $ (9,325 ) (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 Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (43,328 ) $ 33,670 $ 7,790 $ — $ (1,868 ) Investing activities: Purchase of property and equipment (49,227 ) — — — (49,227 ) Proceeds from asset dispositions 21 — — — 21 Purchase of short-term investments (268,525 ) — — — (268,525 ) Proceeds from sale of short-term investments 354,250 — — — 354,250 Net cash provided by (used in) investing activities 36,519 — — — 36,519 Financing activities: Proceeds from line of credit 99,150 — — — 99,150 Payments on line of credit (133,150 ) — — — (133,150 ) Repurchase of common stock (256 ) — — — (256 ) Due to/from affiliate, net 41,079 (34,699 ) (6,380 ) — — Net cash provided by (used in) financing activities 6,823 (34,699 ) (6,380 ) — (34,256 ) Increase (decrease) in cash 14 (1,029 ) 1,410 — 395 Cash, beginning of period 36 2,100 460 — 2,596 Cash, end of period $ 50 $ 1,071 $ 1,870 $ — $ 2,991 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) For the Nine Months Ended September 30, 2016 Parent Guarantor (1) Eliminations Consolidated Net cash (used in) provided by operating activities $ (32,467 ) $ 25,319 $ — $ (7,148 ) Investing activities: Purchase of property and equipment (74,647 ) (303 ) — (74,950 ) Proceeds from asset dispositions 13,233 — — 13,233 Purchase of short-term investments (263,204 ) — — (263,204 ) Proceeds from sale of short-term investments 259,322 — — 259,322 Payments of deposits on aircraft (197 ) — — (197 ) Loan to unconsolidated affiliate (1,200 ) — — (1,200 ) Net cash used in investing activities (66,693 ) (303 ) — (66,996 ) Financing activities: Proceeds from line of credit 213,900 — — 213,900 Payments on line of credit (139,000 ) — — (139,000 ) Repurchase of common stock (524 ) — — (524 ) Due to/from affiliate, net 24,774 (24,774 ) — — Net cash provided by (used in) financing activities 99,150 (24,774 ) — 74,376 (Decrease) increase in cash (10 ) 242 — 232 Cash, beginning of period 46 2,361 — 2,407 Cash, end of period $ 36 $ 2,603 $ — $ 2,639 (1) Foreign subsidiaries represent minor subsidiaries and are included in the guarantors’ subsidiaries amounts. |