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. See "-Other" in Note 5. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) (Unaudited) September 30, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets: Cash $ 9,905 $ 1,880 $ 4,668 $ — $ 16,453 Short-term investments 30,509 — — — 30,509 Accounts receivable – net 75,970 95,340 29,574 (3,477 ) 197,407 Intercompany receivable — 92,338 — (92,338 ) — Inventories of spare parts – net 60,914 10,646 2,792 — 74,352 Prepaid expenses 9,364 2,640 1,197 — 13,201 Income taxes receivable 139 510 — — 649 Total current assets 186,801 203,354 38,231 (95,815 ) 332,571 Investment in subsidiaries 415,980 — — (415,980 ) — Property and equipment – net 598,363 286,015 39,199 — 923,577 Restricted cash and investments 19,781 — — — 19,781 Other assets 140,265 1,042 (131,165 ) — 10,142 Deferred income tax — — 1,009 — 1,009 Goodwill — — 61,299 — 61,299 Intangible assets — — 15,557 — 15,557 Total assets $ 1,361,190 $ 490,411 $ 24,130 $ (511,795 ) $ 1,363,936 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Short-term debt $ 499,429 $ — $ — $ — $ 499,429 Accounts payable 32,458 5,200 5,028 (3,477 ) 39,209 Accrued and other current liabilities 18,781 14,053 6,723 — 39,557 Intercompany payable 81,384 — 10,954 (92,338 ) — Total current liabilities 632,052 19,253 22,705 (95,815 ) 578,195 Long-term debt 129,126 — — — 129,126 Deferred income taxes and other long-term liabilities 18,536 57,439 3,255 — 79,230 Shareholders’ Equity: Common stock and paid-in capital 314,085 77,952 1,510 (79,462 ) 314,085 Accumulated other comprehensive loss (3 ) — (4,091 ) — (4,094 ) Retained earnings 267,394 335,767 751 (336,518 ) 267,394 Total shareholders’ equity 581,476 413,719 (1,830 ) (415,980 ) 577,385 Total liabilities and shareholders’ equity $ 1,361,190 $ 490,411 $ 24,130 $ (511,795 ) $ 1,363,936 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 September 30, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 75,654 $ 72,396 $ 22,027 $ (1,290 ) $ 168,787 Expenses: Direct expenses 83,935 62,045 15,510 (1,290 ) 160,200 Selling, general and administrative expenses 9,987 3,666 2,606 (4 ) 16,255 Total operating expenses 93,922 65,711 18,116 (1,294 ) 176,455 Gain on disposal of assets, net — — — — — Equity in income of unconsolidated affiliates, net (118 ) — — — (118 ) Operating (loss) income (18,150 ) 6,685 3,911 4 (7,550 ) Equity in net income of consolidated subsidiaries (10,381 ) — — 10,381 — Interest expense 8,356 1 — — 8,357 Other income, net (301 ) — (1,548 ) 4 (1,845 ) (2,326 ) 1 (1,548 ) 10,385 6,512 (Loss) earnings before income taxes (15,824 ) 6,684 5,459 (10,381 ) (14,062 ) Income tax (benefit) expense (4,293 ) — 1,762 — (2,531 ) Net (loss) earnings $ (11,531 ) $ 6,684 $ 3,697 $ (10,381 ) $ (11,531 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) 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 Loss (gain) on disposal of assets, net (4 ) — — — (4 ) Equity in (income) loss of consolidated affiliate 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) (Unaudited) For the Nine Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 233,608 $ 199,823 $ 68,065 $ (3,096 ) $ 498,400 Expenses: Direct expenses 246,888 175,673 52,045 (3,097 ) 471,509 Selling, general and administrative expenses 27,129 10,089 8,994 (13 ) 46,199 Total operating expenses 274,017 185,762 61,039 (3,110 ) 517,708 Loss (gain) on disposal of assets, net 729 — (21 ) — 708 Equity in income of unconsolidated affiliates, net (162 ) — — — (162 ) Operating (loss) income (40,976 ) 14,061 7,047 14 (19,854 ) Equity in net income of consolidated subsidiaries (18,542 ) — — 18,542 — Interest expense 24,888 2 4 — 24,894 Other income, net (359 ) — (91 ) 14 (436 ) 5,987 2 (87 ) 18,556 24,458 (Loss) earnings before income taxes (46,963 ) 14,059 7,134 (18,542 ) (44,312 ) Income tax (benefit) expense (11,356 ) — 2,651 — (8,705 ) Net (loss) earnings $ (35,607 ) $ 14,059 $ 4,483 $ (18,542 ) $ (35,607 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) 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 of unconsolidated affiliate 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 COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) (Unaudited) For the Quarter Ended September 30, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (11,531 ) $ 6,684 $ 3,697 $ (10,381 ) $ (11,531 ) Unrealized gain on short-term investments — — — — — Currency translation adjustments — — (4,718 ) — (4,718 ) Changes in pension plan asset and benefit obligation — — — — — Tax effect of the above-listed adjustments — — — — — Total comprehensive (loss) income $ (11,531 ) $ 6,684 $ (1,021 ) $ (10,381 ) $ (16,249 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) 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 obligations (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) (Unaudited) For the Nine Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (35,607 ) $ 14,059 $ 4,483 $ (18,542 ) (35,607 ) Unrealized gain on short-term investments 363 — — — 363 Currency translation adjustment — — (4,091 ) — (4,091 ) Changes in pension plan asset and benefit obligation (1 ) — — — (1 ) Tax effect of the above-listed adjustments (85 ) — — — (85 ) Total comprehensive (loss) income $ (35,330 ) $ 14,059 $ 392 $ (18,542 ) $ (39,421 ) 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 obligations (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 CASH FLOWS (Thousands of dollars) (Unaudited) For the Nine Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (25,451 ) $ 6,439 $ 10,964 $ — $ (8,048 ) Investing activities: Purchase of property and equipment (20,580 ) — (2,181 ) — (22,761 ) Proceeds from asset dispositions 1,453 — — — 1,453 Purchase of short-term investments (284,277 ) — — — (284,277 ) Purchase of restricted investments (7,705 ) — — — (7,705 ) Proceeds from sale of short-term investments 318,007 — — — 318,007 Loan to unconsolidated affiliate (274 ) — — — (274 ) Net cash (used in) investing activities 6,624 — (2,181 ) — 4,443 Financing activities: Debt issuance costs (874 ) — — — (874 ) Proceeds from line of credit 34,295 — — — 34,295 Payments on line of credit (151,795 ) — — — (151,795 ) Proceeds from Term Loan 130,000 130,000 Due to/from affiliate, net 17,158 (5,631 ) (11,527 ) — — Repurchase of common stock (99 ) — — — (99 ) Net cash provided by (used in) financing activities 28,685 (5,631 ) (11,527 ) — 11,527 Effect of exchange rate changes on cash — — (239 ) — (239 ) Increase (decrease) in cash 9,858 808 (2,983 ) — 7,683 Cash, beginning of period 47 1,072 7,651 — 8,770 Cash, end of period $ 9,905 $ 1,880 $ 4,668 $ — $ 16,453 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) 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 Payments of deposits on aircraft — — — — Net cash provided by 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 (decreased) 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 |