Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As discussed further in Note 6, 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) March 31, 2019 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets: Cash $ 1,335 $ 1,584 $ 12,965 $ — $ 15,884 Short-term investments 73,336 — — — 73,336 Accounts receivable – net 61,431 94,491 27,647 (4,756 ) 178,813 Intercompany receivable — 98,314 22,560 (120,874 ) — Inventories of spare parts – net 39,525 10,438 3,025 — 52,988 Prepaid expenses 9,605 2,881 1,458 — 13,944 Income taxes receivable 385 557 — — 942 Total current assets 185,617 208,265 67,655 (125,630 ) 335,907 Investment in subsidiaries 470,310 — — (470,310 ) — Property and equipment – net 567,578 289,267 39,591 — 896,436 Right of use assets 122,365 12,130 9,703 144,198 Restricted cash and investments 19,789 — — — 19,789 Other assets 17,207 1,150 624 — 18,981 Deferred income tax — — 4,521 — 4,521 Total assets $ 1,382,866 $ 510,812 $ 122,094 $ (595,940 ) $ 1,419,832 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 31,793 $ 6,065 $ 5,752 $ (4,756 ) $ 38,854 Accrued and other current liabilities 14,000 12,183 5,900 — 32,083 Current portion of operating lease liabilities 21,043 3,406 2,095 — 26,544 Intercompany payable 64,894 13,452 42,528 (120,874 ) — Total current liabilities 131,730 35,106 56,275 (125,630 ) 97,481 Long-term debt 192,860 — — — 192,860 Deferred income taxes and other long-term liabilities 475 57,787 160 — 58,422 Long-term operating lease liabilities 102,033 8,809 7,594 — 118,436 Liabilities subject to compromise 513,125 — — — 513,125 Shareholders’ Equity: Common stock and paid-in capital 316,400 77,951 132,297 (210,248 ) 316,400 Accumulated other comprehensive loss (3 ) — (3,135 ) — (3,138 ) Retained earnings 126,246 331,159 (71,097 ) (260,062 ) 126,246 Total shareholders’ equity 442,643 409,110 58,065 (470,310 ) 439,508 Total liabilities and shareholders’ equity $ 1,382,866 $ 510,812 $ 122,094 $ (595,940 ) $ 1,419,832 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 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 investments 19,781 — — — 19,781 Other assets 17,179 1,199 — — 18,378 Deferred income tax — — 4,944 — 4,944 Goodwill — — — — — Intangible assets — — — — — 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 STATEMENTS OF OPERATIONS (Thousands of dollars) (Unaudited) For the Quarter Ended March 31, 2019 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 74,032 $ 59,302 $ 24,339 $ (5,783 ) $ 151,890 Expenses: Direct expenses 84,502 59,026 19,129 (5,783 ) 156,874 Selling, general and administrative expenses 18,050 3,437 3,386 (4 ) 24,869 Total operating expenses 102,552 62,463 22,515 (5,787 ) 181,743 Loss on disposal of assets, net 51 — — — 51 Equity in income of unconsolidated affiliates, net (1,361 ) — — — (1,361 ) Operating (loss) income (27,210 ) (3,161 ) 1,824 4 (28,543 ) Equity in net income of consolidated subsidiaries 1,127 — — (1,127 ) — Interest expense 8,162 4 — — 8,166 Reorganization items, net 1,600 — — — 1,600 Other income, net (188 ) — 224 4 40 10,701 4 224 (1,123 ) 9,806 (Loss) earnings before income taxes (37,911 ) (3,165 ) 1,600 1,127 (38,349 ) Income tax (benefit) expense (2,670 ) (935 ) 497 — (3,108 ) Net (loss) earnings $ (35,241 ) $ (2,230 ) $ 1,103 $ 1,127 $ (35,241 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Thousands of dollars) For the Quarter Ended March 31, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Operating revenues, net $ 78,092 $ 58,709 $ 49,502 $ (25,933 ) $ 160,370 Expenses: Direct expenses 83,997 55,364 42,779 (25,914 ) 156,226 Selling, general and administrative expenses 8,747 3,167 3,549 (4 ) 15,459 Total operating expenses 92,744 58,531 46,328 (25,918 ) 171,685 Loss (gain) on disposal of assets, net 879 — — — 879 Equity in (income) loss of consolidated affiliate 37 — — — 37 Operating (loss) income (15,568 ) 178 3,174 (15 ) (12,231 ) Equity in net income of consolidated subsidiaries (2,099 ) — — 2,099 — Interest expense 8,195 1 543 (542 ) 8,197 Other income, net 305 — 213 527 1,045 6,401 1 756 2,084 9,242 (Loss) earnings before income taxes (21,969 ) 177 2,418 (2,099 ) (21,473 ) Income tax (benefit) expense (4,986 ) — 496 — (4,490 ) Net (loss) earnings $ (16,983 ) $ 177 $ 1,922 $ (2,099 ) $ (16,983 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) (Unaudited) For the Quarter Ended March 31, 2019 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (35,241 ) $ (2,230 ) $ 1,103 $ 1,127 $ (35,241 ) Unrealized gain on short-term investments — — — — — Currency translation adjustments — — 806 — 806 Tax effect of the above-listed adjustments — — 8 — 8 Total comprehensive (loss) income $ (35,241 ) $ (2,230 ) $ 1,917 $ 1,127 $ (34,427 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Thousands of dollars) For the Quarter Ended March 31, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) earnings $ (16,983 ) $ 177 $ 1,922 $ (2,099 ) $ (16,983 ) Unrealized gain on short-term investments 471 — — — 471 Currency translation adjustments — — 467 467 Changes in pension plan asset and benefit obligations (9 ) — — — (9 ) Tax effect of the above-listed adjustments (185 ) — — — (185 ) Total comprehensive (loss) income $ (16,706 ) $ 177 $ 2,389 $ (2,099 ) $ (16,239 ) PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) (Unaudited) For the Quarter Ended March 31, 2019 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net cash used in operating activities $ (32,855 ) $ (869 ) $ 825 $ — $ (32,899 ) Investing activities: Purchase of property and equipment (6,575 ) — (372 ) — (6,947 ) Proceeds from asset dispositions 12 — — — 12 Purchase of short-term investments (139,616 ) — — — (139,616 ) Proceeds from sale of short-term investments 80,512 — — — 80,512 Refund of deposit on aircraft 503 — — — 503 Net cash used in investing activities (65,164 ) — (372 ) — (65,536 ) Financing activities: Debt issuance costs (5,668 ) — — — (5,668 ) Proceeds from Term Loan 70,000 70,000 Due to/from affiliate, net (4,046 ) 1,194 2,852 — — Net cash provided by financing activities 60,286 1,194 2,852 — 64,332 Effect of exchange rate changes on cash — — (864 ) — (864 ) Increase (decrease) in cash, cash equivalents and restricted cash (37,733 ) 325 2,441 — (34,967 ) Cash, cash equivalents and restricted cash at the beginning of period 46,781 1,259 10,524 — 58,564 Cash, cash equivalents and restricted cash at end of period $ 9,048 $ 1,584 $ 12,965 $ — $ 23,597 PHI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Thousands of dollars) For the Quarter Ended March 31, 2018 Parent Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) provided by operating activities $ (9,764 ) $ 6,141 $ 2,191 $ — $ (1,432 ) Investing activities: Purchase of property and equipment (5,459 ) — (1,206 ) — (6,665 ) Proceeds from asset dispositions 842 — — — 842 Purchase of short-term investments (134,319 ) — — (134,319 ) Proceeds from sale of short-term investments 136,259 — — 136,259 Payments of deposits on aircraft (274 ) — — (274 ) Net cash provided by investing activities (2,951 ) — (1,206 ) — (4,157 ) Financing activities: Proceeds from line of credit 33,750 — — — 33,750 Payments on line of credit (29,500 ) — — — (29,500 ) Due to/from affiliate, net 8,472 (6,234 ) (2,238 ) — — Net cash provided by (used in) financing activities 12,722 (6,234 ) (2,238 ) — 4,250 Increase (decreased) in cash 7 (93 ) (1,253 ) — (1,339 ) Cash, beginning of period 47 1,072 7,651 — 8,770 Cash, end of period $ 54 $ 979 $ 6,398 $ — $ 7,431 |