Condensed Consolidating Financial Information - Guarantor Subsidiaries | CONDENSED CONSOLIDATING FINANCIAL INFORMATION – GUARANTOR SUBSIDIARIES As discussed further in Note 8, 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. Subsequent to the issuance of the Company's 2017 financial statements, the Company's management identified misstatements in the condensed consolidating balance sheet as of December 31, 2017, primarily related to consolidating eliminations for Non-Guarantor Subsidiaries. Investment in subsidiaries and others, other assets, and common stock and paid-in capital of the Parent Company and Non-Guarantor Subsidiaries, and the related Eliminations, have been restated to reflect the corrected amounts. The corrections increased investment in subsidiaries and others and decreased other assets in the Parent Company, increased other assets and common stock and paid-in capital in the Non-Guarantor Subsidiaries, and increased eliminations for investment in subsidiaries and others and common stock and paid-in capital by $131.9 million as compared to the previously reported amounts. These misstatements had no impact on our consolidated financial statements. The Company evaluated the materiality of these misstatements from quantitative and qualitative perspectives and concluded that they were immaterial to the prior period financial statements. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS (Thousands of dollars) December 31, 2018 Parent Guarantor 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 Deferred income taxes — — — — — 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 cash and 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 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 Deferred income taxes — — — — — Income taxes receivable 345 9 917 — 1,271 Total current assets 231,791 213,280 50,912 (143,370 ) 352,613 Investment in subsidiaries 529,222 — — (529,222 ) — Property and equipment – net 617,488 284,984 44,293 — 946,765 Restricted investments 12,382 — 14 — 12,396 Other assets 7,833 908 — — 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 $ 176,550 $ (672,592 ) $ 1,401,846 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 28,130 $ 4,636 $ 21,425 $ (17,005 ) $ 37,186 Accrued 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 77,951 133,296 (211,247 ) 309,933 Accumulated other comprehensive loss (280 ) — — — (280 ) Retained earnings 303,001 321,708 (3,733 ) (317,975 ) 303,001 Total shareholders’ equity 612,654 399,659 129,563 (529,222 ) 612,654 Total liabilities and shareholders’ equity $ 1,398,716 $ 499,172 $ 176,550 $ (672,592 ) $ 1,401,846 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the year ended December 31, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 329,268 $ 263,679 $ 109,882 $ (28,406 ) $ 674,423 Expenses: Direct expenses 331,785 236,366 92,062 (28,406 ) 631,807 Selling, general, and administrative expenses 40,715 13,834 12,154 (18 ) 66,685 Total operating expenses 372,500 250,200 104,216 (28,424 ) 698,492 Loss on disposition of assets, net 774 — (21 ) — 753 Impairment of assets 31,824 — 77,200 — 109,024 Equity in loss of unconsolidated affiliate (188 ) — — — (188 ) Operating (loss) income (75,642 ) 13,479 (71,513 ) 18 (133,658 ) Equity in net earnings of consolidated subsidiaries 56,786 — — (56,786 ) — Interest expense 33,964 13 4 — 33,981 Other income, net (547 ) — 350 18 (179 ) 90,203 13 354 (56,768 ) 33,802 (Loss) earnings before income taxes (165,845 ) 13,466 (71,867 ) 56,786 (167,460 ) Income tax (benefit) expense (24,331 ) 1,785 (3,400 ) — (25,946 ) Net earnings (loss) $ (141,514 ) $ 11,681 $ (68,467 ) $ 56,786 $ (141,514 ) For the year ended December 31, 2017 Parent Non- Company Guarantor Guarantor Only (issuer) Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues, net $ 310,449 $ 262,229 $ 23,871 $ (17,004 ) $ 579,545 Expenses: Direct expenses 326,152 212,691 24,860 (17,004 ) 546,699 Selling, general, and administrative expenses 41,134 12,462 221 — 53,817 Total operating expenses 367,286 225,153 25,081 (17,004 ) 600,516 Gain on disposition of assets, net 300 (2 ) — — 298 Impairment of assets 368 — — — 368 Equity in profit of unconsolidated affiliate 1,021 — (636 ) — 385 Operating (loss) income (58,526 ) 37,078 (574 ) — (22,022 ) Equity in net earnings of consolidated subsidiaries (38,553 ) — — 38,553 — Interest expense 32,161 22 — — 32,183 Other income, net (2,757 ) (2 ) (5 ) — (2,764 ) (9,149 ) 20 (5 ) 38,553 29,419 (Loss) earnings before income taxes (49,377 ) 37,058 (569 ) (38,553 ) (51,441 ) Income tax (benefit) expense (56,909 ) (1,138 ) (926 ) — (58,973 ) Net (loss) earnings $ 7,532 $ 38,196 $ 357 $ (38,553 ) $ 7,532 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the year ended December 31, 2016 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 339,829 $ 293,329 $ 940 $ — $ 634,098 Expenses: Direct expenses 347,532 237,635 7,383 — 592,550 Selling, general, and administrative expenses 32,911 10,984 541 (18 ) 44,418 Total operating expenses 380,443 248,619 7,924 (18 ) 636,968 Loss on disposition of assets, net (3,350 ) — — (3,350 ) Equity in loss of unconsolidated affiliate (151 ) — — (151 ) Operating income (37,520 ) 44,710 (6,984 ) 18 224 Equity in net earnings of consolidated subsidiaries (22,182 ) — — 22,182 — Interest expense 30,585 46 13 — 30,644 Other income, net (3,284 ) (5 ) — 18 (3,271 ) 5,119 41 13 22,200 27,373 Earnings before income taxes (42,639 ) 44,669 (6,997 ) (22,182 ) (27,149 ) Income tax (benefit) expense (15,959 ) 15,490 — — (469 ) Net earnings $ (26,680 ) $ 29,179 $ (6,997 ) $ (22,182 ) $ (26,680 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (Thousands of dollars) For the year ended December 31, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (141,514 ) $ 11,681 $ (68,467 ) $ 56,786 $ (141,514 ) Unrealized gain on short-term investments 364 — — — 364 Changes in pension plan assets and benefit obligations (1 ) — — — (1 ) Tax effect (85 ) — — — (85 ) Currency translation adjustment — — (3,950 ) $ — (3,950 ) Total comprehensive income $ (141,236 ) $ 11,681 $ (72,417 ) $ 56,786 $ (145,186 ) For the year ended December 31, 2017 Parent Non- Company Guarantor Guarantor Only Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) earnings $ 7,532 $ 38,196 $ 357 $ (38,553 ) $ 7,532 Unrealized gain on short-term investments 310 — — — 310 Changes in pension plan assets and benefit obligations (3 ) — — — (3 ) Tax effect (109 ) — — — (109 ) Total comprehensive (loss) income $ 7,730 $ 38,196 $ 357 $ (38,553 ) $ 7,730 For the year ended December 31, 2016 Parent Non- Company Guarantor Guarantor Only Subsidiaries Subsidiaries Eliminations Consolidated Net earnings $ (26,680 ) $ 29,179 $ (6,997 ) $ (22,182 ) $ (26,680 ) Unrealized loss on short-term investments 241 — — — 241 Other unrealized gain — — — — — Changes in pension plan assets and benefit obligations (39 ) — — — (39 ) Tax effect (113 ) — — — (113 ) Total comprehensive income $ (26,591 ) $ 29,179 $ (6,997 ) $ (22,182 ) $ (26,591 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) For the year ended December 31, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ 24,123 $ (16,952 ) $ 10,477 $ — $ 17,648 Investing activities: Purchase of property and equipment (40,865 ) — (2,311 ) — (43,176 ) Proceeds from asset dispositions 14,245 — — — 14,245 Purchase of short-term investments (284,481 ) — — — (284,481 ) Proceeds from sale of short-term investments 334,488 — — — 334,488 Loan to unconsolidated affiliate (274 ) — — — (274 ) Net cash provided by (used in) investing activities 23,113 — (2,311 ) — 20,802 Financing activities: Debt issuance costs (874 ) — — — (874 ) Repurchase of common stock (106 ) — — — (106 ) Proceeds on 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 (12,022 ) 17,139 (5,117 ) — — Net cash (used in) provided by financing activities (502 ) 17,139 (5,117 ) — 11,520 Effect of exchange rate changes on cash and cash equivalent — — (176 ) — (176 ) Increase (decrease) in cash, cash equivalents and restricted cash 46,734 187 2,873 — 49,794 Cash, cash equivalents and restricted cash at beginning of period 47 1,072 7,651 — 8,770 Cash, cash equivalents and restricted cash at end of period $ 46,781 $ 1,259 $ 10,524 $ — $ 58,564 (1) Net of the effect of business acquisitions. PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) For the year ended December 31, 2017 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) by operating activities $ (62,581 ) $ 40,628 $ 2,850 $ — $ (19,103 ) Investing activities: Purchase of property and equipment (56,757 ) — — — (56,757 ) Proceeds from asset dispositions 1,296 — — — 1,296 Purchase of short-term investments (637,980 ) — — — (637,980 ) Proceeds from sale of short-term investments 862,942 — — — 862,942 Payments of deposits on aircraft — — — — — Loan to third party (824 ) — — — (824 ) Business acquisitions net of cash acquired (130,788 ) — 4,144 — (126,644 ) Net cash used in investing activities 37,889 — 4,144 — 42,033 Financing activities: Repurchase of common stock (256 ) — — — (256 ) Proceeds on line of credit 152,150 — — — 152,150 Payments on line of credit (168,650 ) — — — (168,650 ) Due to/from affiliate, net 41,459 (41,656 ) 197 — — Net cash provided by (used in) financing activities 24,703 (41,656 ) 197 — (16,756 ) Increase (decrease) in cash, cash equivalents and restricted cash 11 (1,028 ) 7,191 — 6,174 Cash, cash equivalents and restricted cash at beginning of period 36 2,100 460 — 2,596 Cash, cash equivalents and restricted cash at end of period $ 47 $ 1,072 $ 7,651 $ — $ 8,770 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) For the year ended December 31, 2016 Parent Guarantor Non- Eliminations Consolidated Net cash provided by operating activities $ (46,738 ) $ 52,873 $ (6,699 ) $ — $ (564 ) Investing activities: Purchase of property and equipment (81,484 ) — (358 ) — (81,842 ) Proceeds from asset dispositions 14,983 — — — 14,983 Purchase of short-term investments (321,453 ) — — — (321,453 ) Proceeds from sale of short-term investments 316,543 — — — 316,543 Payments of deposits on aircraft (2,249 ) — — — (2,249 ) Loan to unconsolidated affiliate (1,200 ) — — — (1,200 ) Net cash used in investing activities (74,860 ) — (358 ) — (75,218 ) Financing activities: Repurchase of common stock (529 ) — — — (529 ) Proceeds on line of credit 264,700 — — — 264,700 Payments on line of credit (188,200 ) — — — (188,200 ) Due to/from affiliate, net 45,617 (52,445 ) 6,828 — — Net cash provided by (used in) financing activities 121,588 (52,445 ) 6,828 — 75,971 Decrease in cash (10 ) 428 (229 ) — 189 Cash, beginning of year 46 1,672 689 — 2,407 Cash, end of year $ 36 $ 2,100 $ 460 $ — $ 2,596 |