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. 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, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets: Cash $ 53 $ 1,305 $ 4,494 $ — $ 5,852 Short-term investments 60,317 — — — 60,317 Accounts receivable – net 76,291 84,882 35,346 (2,187 ) 194,332 Intercompany receivable — 119,963 — (119,963 ) — Inventories of spare parts – net 65,522 9,512 2,713 — 77,747 Prepaid expenses 9,494 2,715 941 — 13,150 Income taxes receivable 111 512 — — 623 Total current assets 211,788 218,889 43,494 (122,150 ) 352,021 Investment in subsidiaries 405,560 — — (405,560 ) — Property and equipment – net 603,926 286,820 42,837 — 933,583 Restricted cash and investments 12,076 — — — 12,076 Other assets 140,158 794 (131,347 ) — 9,605 Deferred income tax — — 3,237 — 3,237 Goodwill — — 61,299 — 61,299 Intangible assets — — 15,946 — 15,946 Total assets $ 1,373,508 $ 506,503 $ 35,466 $ (527,710 ) $ 1,387,767 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Short-term debt $ 620,991 $ — $ — $ — $ 620,991 Accounts payable 41,401 4,039 7,466 (2,261 ) 50,645 Accrued and other current liabilities 23,230 10,891 6,505 — 40,626 Intercompany payable 100,982 — 18,907 (119,889 ) — Total current liabilities 786,604 14,930 32,878 (122,150 ) 712,262 Deferred income taxes and other long-term liabilities (4,034 ) 84,539 3,435 — 83,940 Shareholders’ Equity: Common stock and paid-in capital 312,015 77,951 1,511 (79,462 ) 312,015 Accumulated other comprehensive loss (3 ) — 627 — 624 Retained earnings 278,926 329,083 (2,985 ) (326,098 ) 278,926 Total shareholders’ equity 590,938 407,034 (847 ) (405,560 ) 591,565 Total liabilities and shareholders’ equity $ 1,373,508 $ 506,503 $ 35,466 $ (527,710 ) $ 1,387,767 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) December 31, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets: Cash $ 47 $ 1,072 $ 7,651 $ — $ 8,770 Short-term investments 64,237 — — — 64,237 Accounts receivable – net 90,077 74,886 38,020 (17,004 ) 185,979 Intercompany receivable — 126,366 — (126,366 ) — Inventories of spare parts – net 68,737 9,049 3,095 — 80,881 Prepaid expenses 8,348 1,898 1,229 — 11,475 Income taxes receivable 345 9 917 — 1,271 Total current assets 231,791 213,280 50,912 (143,370 ) 352,613 Investment in subsidiaries and others 397,301 — — (397,301 ) — Property and equipment – net 617,488 284,984 44,293 — 946,765 Restricted investments 12,382 — 14 — 12,396 Other assets 139,754 908 (131,921 ) — 8,741 Deferred income tax — — 3,309 — 3,309 Goodwill — — 61,299 — 61,299 Intangible assets — — 16,723 — 16,723 Total assets $ 1,398,716 $ 499,172 $ 44,629 $ (540,671 ) $ 1,401,846 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 28,130 $ 4,636 $ 21,425 $ (17,005 ) $ 37,186 Accrued and other current liabilities 23,147 10,577 8,126 — 41,850 Intercompany payable 113,387 — 12,978 (126,365 ) — Total current liabilities 164,664 15,213 42,529 (143,370 ) 79,036 Long-term debt 615,994 — — — 615,994 Deferred income taxes and other long-term liabilities 5,404 84,300 4,458 — 94,162 Shareholders’ Equity: Common stock and paid-in capital 309,933 77,951 1,375 (79,326 ) 309,933 Accumulated other comprehensive loss (280 ) — — — (280 ) Retained earnings 303,001 321,708 (3,733 ) (317,975 ) 303,001 Total shareholders’ equity 612,654 399,659 (2,358 ) (397,301 ) 612,654 Total liabilities and shareholders’ equity $ 1,398,716 $ 499,172 $ 44,629 $ (540,671 ) $ 1,401,846 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) (Unaudited) For the Quarter Ended June 30, 2018 Parent Guarantor 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) 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 consolidated affiliate (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 (benefit) expense 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) (Unaudited) For the Six Months Ended June 30, 2018 Parent Guarantor 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 OPERATIONS (Thousands of dollars) 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 of unconsolidated affiliate 928 — 1,066 — 1,994 Operating (loss) income (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 COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) (Unaudited) For the Quarter Ended June 30, 2018 Parent Guarantor 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) 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 obligations 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) (Unaudited) For the Six Months Ended June 30, 2018 Parent Guarantor 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 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 obligations 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 CASH FLOWS (Thousands of dollars) (Unaudited) For the Six Months Ended June 30, 2018 Parent Guarantor 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 (274 ) — — — (274 ) Net cash used in investing activities (11,667 ) — (1,330 ) — (12,997 ) Financing activities: Debt issuance costs — — — — — 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 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) 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 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 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 |