8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of report (Date of earliest event reported): April 26, 2019

PHI, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Louisiana	0-9827	72-0395707
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2001 SE Evangeline Thruway, Lafayette, Louisiana	70508
(Address of Principal Executive Offices)	(Zip Code)

(337) 235-2452

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01  Regulation FD Disclosure.

As previously disclosed, on March 14, 2019, PHI, Inc. (the “Company”) and its principal U.S. subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code.

On April 26, 2019, the Debtors filed a Notice of Filing of Exhibits to Disclosure Statement for the Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (“Notice of Exhibits”). The Notice of Exhibits include the Debtors’ Valuation and Plan Equity Value and a Liquidation Analysis, as Exhibits D and E thereto, respectively. The Notice of Exhibits is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On April 30, 2019, the Company filed its unaudited unconsolidated monthly operating report for the period beginning March 15, 2019 and ending March 31, 2019 (the “March Monthly Operating Report”) with the Bankruptcy Court. The March Monthly Operating Report is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The filing of this Form 8-K (including the exhibit hereto) shall not be deemed an admission as to the materiality of any information included or incorporated herein.

Additional information about the Chapter 11 Cases can be found by visiting the Company’s dedicated microsite: http://restructuring.phihelico.com. Claims information can be found at: https://cases.primeclerk.com/PHI. The Company has also established a hotline to ensure a prompt response to questions, which may be accessed at +1 (844) 216-8745 in the U.S. and Canada or by dialing +1 (347) 761-3249 internationally.

The information set forth in, or incorporated by reference into, Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in, or incorporated by reference into, Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Cautionary Statements Under the Private Securities Litigation Reform Act of 1995

Caution Concerning the Notice of Exhibits. The valuation data set forth in the Notice of Exhibits is presented for the limited purposes set forth therein, and is based upon several assumptions and factors described therein. The Company urges you to read the Notice of Exhibits in its entirety.

Caution Concerning the Monthly Operating Report. The Company cautions current and prospective investors not to unduly rely on the information contained in the March Monthly Operating Report, which was not prepared or reviewed for the purpose of facilitating an investment decision relating to any of the securities of the Company. The March Monthly Operating Report has been prepared solely for the purpose of complying with the reporting requirements of the Bankruptcy Court. The March Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is unconsolidated, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. If you are a current or prospective investor in the Company’s securities, you should not assume that the March Monthly Operating Report is complete or provides a suitable basis upon which to make an investment decision regarding purchasing, selling or holding the Company’s securities.

Caution Concerning Forward-Looking Statements. This Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Form 8-K are “forward-looking” statements, as defined by (and subject to the “safe harbor” protections under) the federal securities laws. When used herein, the words “anticipates,” “expects,” “believes,” “seeks,” “hopes,” “intends,” “plans,” “projects,” “will” and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are based on a number of judgments and assumptions as of the date such statements are made about future events, many of which are beyond the Company’s control. These forward-looking statements, and the assumptions on which they are based, (i) are not guarantees of future events, (ii) are inherently speculative and (iii) are subject to significant risks and uncertainties. Actual events and results may differ materially from those anticipated, estimated, projected or implied by the Company in those statements if one or more of these risks or uncertainties materialize, or if the Company’s underlying assumptions prove incorrect. All of the Company’s forward-looking statements are qualified in their entirety by reference to the Company’s discussion of certain important factors

that could cause the Company’s actual results to differ materially from those anticipated, estimated, projected or implied in those forward-looking statements.

Factors that could cause the Company’s results to differ materially from the expectations expressed in such forward-looking statements include but are not limited to risks and uncertainties relating to the Chapter 11 Cases, including but not limited to the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and its various constituents, the impact of the Bankruptcy Court rulings in the Chapter 11 Cases, the Company’s ability to obtain Bankruptcy Court approval of its plan of reorganization and the ultimate outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, attendant risks associated with restrictions on the Company’s ability to pursue and execute its business strategies, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity, the potential material adverse effect of claims that are not discharged in the Chapter 11 Cases, uncertainty regarding the Company’s ability to retain its key personnel, uncertainty and continuing risks associated with the Company’s ability to achieve its stated goals and continue as a going concern; the Company’s ability to implement operational improvement efficiencies; the trading price and volatility of the Company’s securities, as well as other risks referenced from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.

Additional factors or risks that the Company currently deems immaterial, that are not presently known to the Company, that arise in the future or that are not specific to the Company could also cause the Company’s actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned not to unduly rely upon the Company’s forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Further, the Company may make changes to its intentions or plans at any time, without notice and for any reason. For these reasons, the Company can provide no assurances as to the ultimate outcome of the Chapter 11 Cases, including the ultimate recoveries of the various classes of the Company’s claimants.

Item 9.01  Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Notice of Filing of Exhibits to Disclosure Statement for the Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code [Docket No. 360]
99.2	March Monthly Operating Report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHI, Inc.
Date: May 1, 2019	By:	/s/ Trudy P. McConnaughhay
		Trudy P. McConnaughhay
		Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

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Daniel Prieto, State Bar No. 24048744	Thomas R. Califano (admitted pro hac vice)
dan.prieto@dlapiper.com	thomas.califano@dlapiper.com
DLA Piper LLP (US)	DLA Piper LLP (US)
1900 North Pearl Street, Suite 2200	1251 Avenue of the Americas
Dallas, Texas 75201	New York, New York 10020
Tel:  (214) 743-4500	Tel:  (212) 335-4500
Fax:  (214) 743-4545	Fax:  (212) 335-4501
Counsel for the Debtors	Daniel M. Simon (admitted pro hac vice)
	daniel.simon@dlapiper.com
	David Avraham (admitted pro hac vice)
	david.avraham@dlapiper.com
	Tara Nair (admitted pro hac vice)
	tara.nair@dlapiper.com
	DLA Piper LLP (US)
	444 West Lake Street, Suite 900
	Chicago, Illinois 60606
	Tel:  (312) 368-4000
	Fax:  (312) 236-7516

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:	§	Chapter 11
	§
PHI, Inc., et al.,1	§	Case No. 19-30923-hdh11
	§
Debtors.	§	(Jointly Administered)

NOTICE OF FILING OF EXHIBITS TO DISCLOSURE STATEMENT

FOR THE DEBTORS’ JOINT PLAN OF REORGANIZATION

UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

PLEASE TAKE NOTICE that, on March 14, 2019, the above-captioned debtors and debtors-in-possessions (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11 the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas.

PLEASE TAKE FURTHER NOTICE that, on April 1, 2019, the Debtors filed the Disclosure Statement for Debtors’ Joint Plan for Reorganization Under Chapter 11 of the Bankruptcy Code [Dkt. No. 156] (as may be amended, the “Disclosure Statement”).

¹         The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PHI, Inc. (5707), PHI Air Medical, L.L.C. (4705), AM Equity Holdings, L.L.C. (0730), PHI Tech Services, Inc. (5089) and PHI Helipass, L.L.C. (4187). The corporate headquarters and the mailing address for the Debtors listed above is 2001 SE Evangeline Thruway, Lafayette, LA 70508.

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PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the Disclosure Statement is scheduled on May 13, 2019 at 10:00 a.m. Central Daylight Time.

PLEASE TAKE FURTHER NOTICE that, attached hereto are the following exhibits to the Disclosure Statement:

Exhibit D:   Debtors’ Valuation and Plan Equity Value

Exhibit E:   Liquidation Analysis

PLEASE TAKE FURTHER NOTICE that the Debtors expressly reserve the right to amend, alter or supplement the Disclosure Statement including, without limitation, the Debtors’ Valuation, the Plan Equity Value, the Liquidation Analysis, and any other exhibits and attachments thereto.

PLEASE TAKE FURTHER NOTICE THAT ALL PLEADINGS FILED IN THESE CHAPTER 11 CASES ARE AVAILABLE FOR FREE AT: https://cases.primeclerk.com/PHI.

[remainder of page intentionally left blank]

2

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Dated:  April 26, 2019	Respectfully submitted,
Dallas, Texas
	DLA PIPER LLP (US)
	/s/ Daniel Prieto
	Daniel Prieto, State Bar No. 24048744
	1900 North Pearl Street, Suite 2200
	Dallas, Texas 75201
	Tel: (214) 743-4500
	Fax: (214) 743-4545
	Email: dan.prieto@dlapiper.com
	-and-
	Thomas R. Califano (admitted pro hac vice) 1251 Avenue of the Americas
	New York, New York 10020
	Tel: (212) 335-4500
	Fax: (212) 335-4501
	Email: thomas.califano@dlapiper.com
	-and-
	Daniel M. Simon (admitted pro hac vice)
	David Avraham (admitted pro hac)
	Tara Nair (admitted pro hac vice) 444 West Lake Street, Suite 900
	Chicago, Illinois 60606
	Tel: (312) 368-4000
	Fax: (312) 236-7516
	Email: daniel.simon@dlapiper.com david.avraham@dlapiper.com tara.nair@dlapiper.com
	Counsel to the Debtors

3

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EXHIBIT D TO DISCLOSURE STATEMENT

(Debtors’ Valuation and Plan Equity Value)

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THE VALUATION INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED OR SOLD UNDER THE PLAN. THIS VALUATION IS PRESENTED SOLELY FOR THE PURPOSE OF PROVIDING ADEQUATE INFORMATION AS REQUIRED BY SECTION 1125 OF THE BANKRUPTCY CODE TO ENABLE THE HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN TO MAKE AN INFORMED JUDGMENT ABOUT THE PLAN AND SHOULD NOT BE USED OR RELIED UPON FOR ANY OTHER PURPOSE, INCLUDING THE PURCHASE OR SALE OF CLAIMS AGAINST THE DEBTORS.

Solely for purposes of the Plan and this Disclosure Statement, Houlihan Lokey has estimated the total enterprise value (the “Total Enterprise Value”) and implied equity value (the “Equity Value”) of the Reorganized Debtors on a going concern basis and pro forma for the transactions contemplated by the Plan.

In preparing the estimates set forth below, Houlihan Lokey has relied upon the accuracy, completeness, and fairness of financial and other information furnished by the Debtors. Houlihan Lokey did not attempt to independently audit or verify such information, nor did it perform an independent appraisal of the assets or liabilities of the Reorganized Debtors. Houlihan Lokey did not conduct an independent investigation into any of the legal or accounting matters affecting the Reorganized Debtors, and therefore makes no representation as to their potential impact on the Reorganized Debtors’ Total Enterprise Value.

The valuation information set forth in this Disclosure Statement represents a valuation of the Reorganized Debtors based on the application of standard valuation techniques. The estimated values set forth in this Section (a) do not purport to constitute an appraisal of the assets of the Reorganized Debtors; (b) do not constitute an opinion on the terms and provisions or fairness to any person, from a financial point of view, of the consideration to be received by such person under the Plan; (c) do not constitute a recommendation to any Holder of Allowed Claims as to how such Holder should vote, whether such Holder should participate in the Rights Offering or New Equity Cash-Out Option, or how such Holder otherwise should act with respect to the Plan; and (d) do not necessarily reflect the actual market value that might be realized through a sale or liquidation of the Debtors.

In estimating the Total Enterprise Value of the Reorganized Debtors, Houlihan Lokey (i) met with the Debtors’ management team to discuss the Debtors’ operations and future prospects, (ii) reviewed the Debtors’ historical financial information, (iii) reviewed certain of the Debtors’ internal financial and operating data, (iv) reviewed certain financial analyses prepared by FTI, (v) reviewed the Financial Projections, (vi) reviewed the detailed business plan underlying the Financial Projections, and (vii) reviewed publicly-available third-party information.

The estimated values set forth herein assume that the Reorganized Debtors will achieve their Financial Projections in all material respects. Houlihan Lokey has relied on the Debtors’ representation and warranty that the Financial Projections: (a) have been prepared in good faith; (b) are based on fully disclosed assumptions, which, in light of the circumstances under which they were made, are reasonable; (c) reflect the Debtors’ best currently available estimates; and (d) reflect the good faith judgments of the Debtors. Houlihan Lokey does not offer an opinion as to the attainability of the Financial Projections. As disclosed in the Disclosure Statement, the future results of the Reorganized Debtors are dependent upon various factors, many of which are beyond the control or knowledge of the Debtors and Houlihan Lokey, and consequently are inherently difficult to project.

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This valuation contemplates facts and conditions known and existing as of April 26, 2019. Events and conditions subsequent to this date, including updated projections, as well as other factors, could have a substantial effect upon the Total Enterprise Value and the implied Equity Value. Among other things, failure to consummate the Plan in a timely manner may have a materially negative effect on the Total Enterprise Value. For purposes of this valuation, Houlihan Lokey has assumed that no material changes that would affect value will occur between April 26, 2019 and the contemplated Effective Date. For convenience of modeling, Houlihan Lokey has assumed an emergence and valuation date of July 31, 2019.

Valuation Methodology

Houlihan Lokey prepared its valuation analysis based upon the following methodologies:

1.    Comparable Company Analysis

○ The comparable company analysis estimates the value of a company based on a relative comparison with publicly traded companies with similar operating and financial characteristics. Given the different end markets of the Debtors’ two primary segments, Oil and Gas and Air Medical, Houlihan Lokey valued the two segments separately and collectively. The selection of comparable public companies was based on business model, industry exposure, geographic mix, fleet characteristics, and other factors that were deemed relevant. Historically, the comparable public companies for Oil and Gas have varied and the one public comparable for Air Medical was taken private in 2017.

○ Under the comparable company methodology, the enterprise value for each selected public company is determined by examining the trading prices for the equity securities of such company in the public markets and adding the aggregate amount of outstanding net debt (at the market trading value of debt, if warranted) and minority interests in unconsolidated subsidiaries. Such enterprise values are commonly expressed as multiples of various measures of financial and operating statistics, most commonly EBITDA. The total enterprise value of the Reorganized Debtors is then calculated by applying these multiples to the Reorganized Debtors’ actual and projected financial and operational metrics.

2.    Precedent Transactions Analysis

○ The precedent transactions analysis is based on the implied enterprise values of companies and assets involved in publicly disclosed merger and acquisition transactions that have similar operating and financial characteristics. Under this methodology, the enterprise value of each such company is determined by an analysis of the consideration paid and the debt assumed in the merger or acquisition transaction. Such enterprise values for operating businesses are typically expressed as multiples of financial and operating statistics, most commonly EBITDA. The total enterprise value of the Reorganized Debtors is then calculated by applying these multiples to the Reorganized Debtors’ actual financial and operational metrics.

○ Prior to the Petition Date, Houlihan Lokey assisted in exploring and evaluating a broad range of strategic alternatives, including a sale or merger of the entire business and a sale of Air Medical. A number of parties entered into confidentiality agreements with the Debtors, participated in meetings with Houlihan Lokey and the Debtors’ management team, and undertook extensive diligence on the Debtors over a period of several months. The Debtors

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received more than one initial indication of interest for Air Medical. Houlihan Lokey considered these initial bids in its valuation analysis.

3.    Discounted Cash Flow Analysis

○ The discounted cash flow analysis is a forward looking enterprise valuation methodology that estimates the value of an asset or business by calculating the present value of expected future cash flows to be generated by that asset or business. The total enterprise value is determined by calculating the present value of unlevered after-tax free cash flows over the course of the projection period plus an estimate for the value of the Reorganized Debtors beyond the projection period, known as the terminal value. The terminal value is commonly derived pursuant to two methods, the comparable company analysis (as discussed separately above) or using the Gordon Growth method, in which the projected cash flows beyond the projection period are estimated using an assumed perpetuity growth rate.

○ In calculating the terminal value for the Reorganized Debtors, Houlihan Lokey relied upon the comparable company analysis to estimate the independent terminal value for each of the Oil and Gas and Air Medical business segments.

Total Enterprise Value and Implied Equity Value

As a result of the analysis described above, Houlihan Lokey estimates the Total Enterprise Value of the Reorganized Debtors to be $487.5 million. Based upon pro forma net debt of approximately $45 million ($70 million of gross debt less approximately $25 million of estimated unrestricted cash) upon the Effective Date, the Total Enterprise Value implies an Equity Value of $442.5 million. The implied Equity Value presumes that upon the Effective Date, the Reorganized Debtors have access to adequate liquidity from a new asset-based credit facility.

If the $70 million Rights Offering is funded, as contemplated in the Plan, the Total Enterprise Value and implied Equity Value would both increase by $70 million to $557.5 million and $512.5 million, respectively, presuming liquidity upon the Effective Date is adequate.

The estimate of Total Enterprise Value set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein depending on the results of the Debtors’ operations or changes in the financial markets. Additionally, these estimates of value represent hypothetical enterprise and equity values of the Reorganized Debtors as the continuing operator of their businesses and assets, and do not purport to reflect or constitute appraisals, liquidation values or estimates of the actual market value that may be realized through the sale of any securities to be issued pursuant to the Plan, which may be significantly different than the amounts set forth herein. Such estimates were developed solely for purposes of the Plan and analysis of implied relative recoveries to creditors thereunder. The value of an operating business such as the Debtors’ businesses is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial condition and prospects of such businesses.

Houlihan Lokey’s estimated valuation range of the Reorganized Debtors does not constitute a recommendation to any Holder of Allowed Claims or Interests as to how such person should vote or otherwise act with respect to the Plan. The estimated value of the Reorganized Debtors set forth herein does not constitute an opinion as to the fairness from a financial point of view to any person of the consideration to be received by such person under the Plan or of the terms and provisions of the Plan. Because valuation estimates are inherently subject to uncertainties, none of the Debtors, Houlihan

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Lokey or any other person assumes responsibility for their accuracy or any differences between the estimated valuation ranges herein and any actual outcome.

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EXHIBIT E TO DISCLOSURE STATEMENT

(Liquidation Analysis)

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PHI, INC. et al.

HYPOTHETICAL LIQUIDATION ANALYSIS

THE AMOUNTS PRESENTED ARE ESTIMATES AND ARE BASED UPON THE

ASSUMPTIONS NOTED. ACTUAL RESULTS COULD VARY MATERIALLY FROM WHAT

IS PRESENTED.

Pursuant to section 1129(a)(7) of the Bankruptcy Code (frequently identified as the “best interests test”), Holders of Allowed Claims must either (a) accept the Plan or (b) receive or retain under the Plan property of a value, as of the Plan’s assumed Effective Date, that is not less than the value such non-accepting Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code (“Chapter 7” and, the cases thereunder, the “Chapter 7 Cases” and, the trustee appointed thereunder, “Chapter 7 Trustee”). In determining whether the best interests test has been met, the first step is to determine the dollar amount that would be generated from a hypothetical liquidation of the Debtors’ assets under Chapter 7.

The Debtors have prepared this hypothetical liquidation analysis (the “Liquidation Analysis”) in connection with the Disclosure Statement. The Liquidation Analysis reflects the estimated cash proceeds, net of liquidation-related costs that would likely be available to the Debtors’ creditors if the Debtors were to be liquidated under Chapter 7 as an alternative to the restructuring of the Debtors’ businesses as proposed under the Plan. Accordingly, asset values discussed herein may be different than amounts referred to in the Plan. The Liquidation Analysis is based upon the assumptions contained herein and in the Disclosure Statement. All capitalized terms not defined in this Liquidation Analysis have the meanings ascribed to them in the Disclosure Statement.

UNDERLYING THE LIQUIDATION ANALYSIS ARE NUMEROUS ESTIMATES THAT, ALTHOUGH DEVELOPED AND CONSIDERED REASONABLE BY THE DEBTORS, ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, REGULATORY, LITIGATION AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES BEYOND THE CONTROL OF THE DEBTORS AND THEIR MANAGEMENT. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE VALUES REFLECTED IN THE LIQUIDATION ANALYSIS WOULD BE REALIZED IF THE DEBTORS WERE, IN FACT, LIQUIDATED UNDER CHAPTER 7 OF THE BANKRUPTCY CODE, AND ACTUAL RESULTS COULD MATERIALLY DIFFER FROM THE RESULTS SET FORTH HEREIN.

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Overview

● The preliminary wind down scenario was prepared to estimate a range of liquidation value and to establish best interest

● It is assumed the business would cease operations on 6/30/2019, and begin wind down procedures

- Wind down is assumed to take one year on the high end, and 6 months on the low end

● It is assumed that the Company would file a Chapter 7 proceeding and a Trustee would be appointed to the case

- This analysis assumes all currently filed entities are included in the Chapter 7

● Analysis based on the five debtor legal entities (PHI, Inc., PHI Air Medical, LLC, PHI Tech Services, Inc., PHI Helipass, LLC, and AM Equity Holdings, LLC)

● A subset of employees would be kept on for a period of time to help wind down the estate

● This wind down process is projected utilizing the Company’s most recent financials as well as weekly cash flow projections

● An administrative expense forecast was created to estimate the cost of executing the wind down over 6 months (low) to one year (high)

- Certain administrative and priority claims would be paid before secured creditors

Page 1 of 3

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PHI, Inc.
Preliminary Chapter 7 Liquidation Analysis	Estimated /				Recoverable Value %				Recoverable Value $
($ in 000s)	Book Value		Notes		Low		High		Low		High
Liquidation Proceeds
Cash, cash equivalents, and short-term investments		49,075		(1)		100.0%		100.0%		49,075		49,075
Accounts receivable		95,798		(2)		7.5%		15.0%		7,185		14,370
Inventories of spare parts, net		49,963		(3)		40.0%		50.0%		19,985		24,982
Prepaid expenses		11,628		(4)		15.5%		15.5%		1,800		1,800
Other current assets		859		(5)		0.0%		0.0%		-		-
Income taxes receivable		942		(6)		50.0%		75.0%		471		706
Property and equipment, net - Aircraft		786,056		(7)		22.0%		35.9%		173,038		282,409
Property and equipment, net - Facility & improvements		23,028		(8)		3.4%		17.2%		794		3,968
Property and equipment, net - Other equipment		43,550		(9)		2.2%		8.2%		945		3,579
Operating lease right-of-use assets		147,306		(10)		0.0%		0.0%		-		-
Restricted cash and investments		19,789		(11)		0.0%		0.0%		-		-
Other assets		18,356		(12)		5.8%		6.9%		1,062		1,267
HNZ value		130,786		(13)		76.5%		87.9%		100,000		115,000
Deferred income taxes		-		(14)		0.0%		0.0%		-		-
Goodwill		-		(15)		0.0%		0.0%		-		-
Intangibles		-		(16)		0.0%		0.0%		-		-
Proceeds Available For Distribution		1,377,136				25.7%		36.1%		354,354		497,156
Chapter 7 Liquidation Costs
Chapter 7 Trustee Fees				(17)						(10,631)		(14,915)
Trustee’s Counsel/Professional Fees				(18)						(1,200)		(2,400)
Wind Down Costs				(19)						(8,237)		(12,356)
Estimated Liquidation Costs										(20,068)		(29,671)
Net Proceeds Available To Certain Administrative and Priority Claims										334,286		467,486
	Total Claim
Certain Administrative and Priority Claims
Priority Tax Claims		83		(20)		100.0%		100.0%		83		83
WARN Act Payments		33,783		(21)		50.0%		100.0%		16,892		33,783
Total Certain Administrative and Priority Claims		33,867				50.1%		100.0%		16,975		33,867
Net Proceeds Available To Secured Creditors										317,311		433,619
Estimated Secured Lender Recovery
$70.0M Blue Torch Term Loan		70,000		(22)		100.0%		100.0%		70,000		70,000
$130.0M Thirty Two Term Loan		130,000		(23)		100.0%		100.0%		130,000		130,000
Total Secured Claims		200,000				100.0%		100.0%		200,000		200,000
Net Proceeds Available To Other Administrative and Priority Claims										117,311		233,619
Other Administrative and Priority Claims
Accrued Employee Expenses		13,658		(24)		100.0%		100.0%		13,658		13,658
Accrued and Unpaid Restructuring Professional Fees		11,310		(25)		100.0%		100.0%		11,310		11,310
Postpetition Accounts Payable		17,368		(26)		100.0%		100.0%		17,368		17,368
Total Other Administrative and Priority Claims		42,337				100.0%		100.0%		42,337		42,337
Net Proceeds Available To Unsecured Creditors										74,975		191,282
Estimated Unsecured Lender Recovery
5.25% Unsecured Notes		500,000		(27)		14.4%		36.6%		71,825		183,246
Unsecured Trade Claims		21,927		(28)		14.4%		36.6%		3,150		8,036
Total Unsecured Claims		521,927				14.4%		36.6%		74,975		191,282
Net Proceeds Available To Equity Claims										-		-

Page 2 of 3

Case 19-30923-hdh11 Doc 360-2 Filed 04/26/19       Entered 04/26/19 15:23:02       Page 5 of 5

Notes:

(1) Estimated ending cash balance on 6/28/2019 for Debtor entities only per WE 4.12.19 CFF

(2) Based on forecasted 60 day collections post 6/28/2019 from WE 4.12.19 CFF with an 85% discount

(3) Based on 3/31/2019 B/S adjusted for Non-Debtor amounts (High % Based on Borrowing Base calculation from 8/21/2018)

(4) Based on 3/31/2019 B/S for Debtor entities only

(5) Based on 3/31/2019 B/S for Debtor entities only

(6) Based on 3/31/2019 B/S for Debtor entities only

(7) Based on 2/28/2019 B/S NBV for Debtor entities only; Market values were determined after reviewing information provided by the Company and recent transaction asking/sale prices from Aero Asset; recovery % based on implied Blue Torch aircraft collateral (Low) and Waypoint sale price (High) as well as recent absorption rates for certain aircraft

(8) Based on 3/31/2019 B/S, net of D&A for Debtor entities only

(9) Based on 3/31/2019 B/S, net of D&A for Debtor entities only

(10) Based on 3/31/2019 B/S for Debtor entities only

(11) Book restricted cash balance as of 3/31/2019 for Debtor entities only

(12) Based on 3/31/2019 B/S for Debtor entities only

(13) Estimated / Book Value is Purchase Price; Low to High Range is Implied EV for HNZ calculated by HL

(14) Based on 3/31/2019 B/S for Debtor entities only

(15) Based on 3/31/2019 B/S

(16) Based on 3/31/2019 B/S

(17) Assumes 3% of total proceeds available for distribution

(18) Low - $200k/month over 6 months; High - $200k/month over 12 months

(19) Low based on 25% of 2018 SG&A expenses; High based on 37.5% of 2018 SG&A expenses (50% first 6 months; 25% final 6 months)

(20) Based on filed SOALs Schedule E/F Part 1

(21) Low - 1 month of gross Debtor payroll (2 payroll cycles); High - 2 months of gross Debtor payroll (4 payroll cycles)

(22) Blue Torch loan

(23) Thirty Two loan

(24) Accrued Employee Expenses (wages, vacation, etc.) as of 3/31/2019 for Debtor entities only

(25) As of 6/28/2019; would be paid from cash collateral if there is a carve out

(26) Estimated amount as of 6/28/2019; AP Outstanding less Prepetition claims, net of caps on critical vendor, shippers warehousemen, & other payments that were approved by the Court

(27) $500M notes

(28) Represents estimated amount of trade claims from filed SOALs, net of priority amounts

Page 3 of 3

EX-99.2

Exhibit 99.2

Monthly Operating Report    

ACCRUAL BASIS                               

CASE NAME: PHI, Inc., et al.

CASE NUMBER: 19-30923-hdh11

JUDGE: Harlin D. Hale

UNITED STATES BANKRUPTCY COURT

NORTHERN & EASTERN DISTRICTS OF TEXAS

REGION 6

MONTHLY OPERATING REPORT

MONTH ENDING:	March	2019
	MONTH	YEAR

IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY OPERATING REPORT (ACCRUAL BASIS-1 THROUGH ACCRUAL BASIS-7) AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT, AND COMPLETE. DECLARATION OF THE PREPARER (OTHER THAN RESPONSIBLE PARTY) IS BASED ON ALL INFORMATION OF WHICH PREPARER HAS ANY KNOWLEDGE.

RESPONSIBLE PARTY:
/s/ Robert A. Del Genio	Chief Restructuring Officer
ORIGINAL SIGNATURE OF RESPONSIBLE PARTY	TITLE
Robert A. Del Genio	4/30/2019
PRINTED NAME OF RESPONSIBLE PARTY	DATE

PREPARER:
/s/ Trudy McConnaughhay	CFO
ORIGINAL SIGNATURE OF PREPARER	TITLE
Trudy McConnaughhay	4/30/2019
PRINTED NAME OF PREPARER	DATE

	Monthly Operating Report
	ACCRUAL BASIS-1
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

COMPARATIVE BALANCE SHEET

		Petition Date 3/14/19	3/31/19	MONTH	MONTH
ASSETS
1	CASH	$ 1,521,227	$ 1,482,726
2	SHORT TERM INVESTMENTS	67,663,452	73,335,815
3	ACCOUNTS RECEIVABLE - (NET)	63,593,129	62,585,376
4	INVENTORY (NET)	38,320,271	39,525,144
5	PREPAID EXPENSES & OTHER	6,803,414	8,779,041
6	OTHER CURRENT ASSETS	984,820	859,278
7	INCOME TAXES RECEIVABLE	384,937	384,937
8	TOTAL CURRENT ASSETS	$ 179,271,250	$ 186,952,316
9	PROPERTY, PLANT & EQUIPMENT (NET)	569,099,800	567,577,555
10	RIGHT OF USE ASSETS	137,327,125	134,799,396
11	RESTRICTED INVESTMENTS	19,788,774	19,788,774
12	OTHER ASSETS	18,280,517	17,206,609
13	DEFERRED INCOME TAXES - ASSETS	2,717,649	932,075
14	GOODWILL		-
15	INTANGIBLES		-
16	TOTAL ASSETS	$ 926,485,115	$ 927,256,725
POSTPETITION LIABILITIES
17	NOTES PAYABLE		-
18	ACCOUNTS PAYABLE		6,883,955
19	ACCRUED EXPENSES		6,642,941
20	CURRENT PORTION OF LONG-TERM DEBT		-
21	LONG TERM DEBT AND CAPITAL LEASE OBLIGATIONS		-
22	DEFERRED INCOME TAXES PAYABLE		-
23	OTHER LONG TERM CREDITS AND LIAB		-
24	LT OPERATING LEASE LIABILITIES		-
25	TOTAL POSTPETITION LIABILITIES		13,526,897
PREPETITION LIABILITIES
26	LONG TERM DEBT AND CAPITAL LEASE OBLIGATIONS	193,735,691	193,735,691
27	PRIORITY DEBT	9,194	9,194
28	UNSECURED DEBT	514,717,622	513,182,310
29	ACCRUED EXPENSES	48,845,696	45,701,306
30	DEFERRED INCOME TAXES PAYABLE		-
31	OTHER LONG TERM CREDITS AND LIAB	1,417,259	1,406,972
32	LT OPERATING LEASE LIABILITIES	110,451,569	110,250,930
33	TOTAL PREPETITION LIABILITIES	869,177,031	864,286,403
34	TOTAL LIABILITIES	869,177,031	877,813,300
EQUITY
35	PREPETITION OWNERS’ EQUITY	57,308,084	49,443,425
36	POSTPETITION CUMULATIVE PROFIT OR (LOSS)
37	DIRECT CHARGES TO EQUITY (ATTACH EXPLANATION)
38	TOTAL EQUITY	57,308,084	49,443,425
39	TOTAL LIABILITIES & OWNERS’ EQUITY	926,485,115	927,256,725

	Monthly Operating Report
	ACCRUAL BASIS-2
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

INCOME STATEMENT

		3/15/19 - 3/31/19	MONTH	MONTH	MONTH
REVENUES
1	GROSS REVENUES	$ 13,383,146
2	LESS: RETURNS & DISCOUNTS	-
3	NET REVENUE	$ 13,383,146
AIRCRAFT VARIABLE COSTS
4	HUMAN RESOURCES - VC	(1,181,672)
5	OCCUPANCY SUPPLIES - VC	(33,830)
6	NON-AC DEPR - AIRCRAFT - VC	(28,645)
7	Part 145 Maint - VC	570,244
8	UNDER (OVER) GFS UTILIZATION - VC	(176,556)
9	OTHER - AIRCRAFT - VC	(60,737)
10	SPARE PARTS	(532,489)
11	REPAIRS	(323)
12	POWER BY THE HOUR	(2,626,036)
13	FUEL	(516,815)
14	SUPPLY CHAIN ALLOCATION - VC	983,263
15	TOTAL AIRCRAFT VARIABLE COSTS	(3,603,594)
AIRCRAFT FIXED COSTS
16	APPLIED AIRCRAFT FIXED COSTS	2,232
17	AIRCRAFT DEPRECIATION	(1,522,245)
18	AIRCRAFT PROPERTY TAX	(206,616)
19	INSURANCE	(137,687)
20	HELICOPTER RENT	(1,399,285)
21	AIRCRAFT PILOT SALARIES	(1,600,655)
22	AIRCRAFT MECHANIC SALARIES	(1,565,936)
23	SUPPLY CHAIN ALLOCATION	(936,375)
24	TOTAL AIRCRAFT FIXED COSTS	(7,366,568)
COST OF GOODS SOLD
25	COST OF GOODS SOLD	(185,876)
OPERATING EXPENSE
26	HR - OPERATING EXPENSES	(687,823)
27	OCCUPANCY SUPPLIES-OE	(525,150)
28	NON-AC DEPRECIATION - OE	(103,046)
29	NON-AC ALLOCATIONS - OE	197,366
30	OTHER - OPERATING EXPENSES	(1,334,931)
31	EMPLOYEE BENEFITS	(10,069)
32	TOTAL OPERATING EXPENSE	(2,463,654)
SELLING, GENERAL AND ADMIN
33	HUMAN RESOURCES - SG&A	(1,133,282)
34	OCCUPANCY SUPPLIES - SG&A	(128,713)
35	NON-AC DEPRECIATION - SG&A	(89,631)
36	NON-AC ALLOCATION - SG&A	(26,064)
37	OTHER SG&A	(1,922,195)
38	LEGAL AUDIT	(1,466,562)
39	TOTAL SELLING, GENERAL AND ADMIN	(4,766,447)
40	TOTAL OPERATING EXPENSES	(18,386,140)
41	EQUITY NET LOSS	173,638
42	OPERATING INCOME	(4,829,356)
OTHER INCOME & EXPENSES
43	OTHER INCOME/EXPENSES, NET	(1,249,729)
44	EARNINGS BEFORE INCOME TAXES	(6,079,084)
45	INCOME TAX EXPENSE	(1,785,574)
46	NET EARNINGS	(7,864,658)

	Monthly Operating Report
	ACCRUAL BASIS-3
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

CASH RECEIPTS AND DISBURSEMENTS

		3/15/19 - 3/31/19	MONTH	MONTH	QUARTER
1	CASH - BEGINNING MARCH 15	$ 89,048,896
RECEIPTS FROM OPERATIONS
2	CASH SALES	-
COLLECTION OF ACCOUNTS RECEIVABLE
3	PREPETITION & POSPETITION RECEIPTS	12,872,873
4	TOTAL OPERATING RECEIPTS	$ 12,872,873
NON-OPERATING RECEIPTS
5	TRANSFERS FROM PHI AIR MEDICAL	6,861,387
6	SALE OF ASSETS	-
7	INTEREST INCOME	16,951
8	TOTAL RECEIPTS	$ 19,751,211
OPERATING DISBURSEMENTS
9	NET PAYROLL, PAYROLL TAXES, AND BENEFITS	(9,289,506)
10	MAINTENANCE & MISC EXPENSES	(2,594,255)
11	AIRCRAFT LEASES	(250,685)
12	FUEL	(1,007,551)
13	TAXES	(68,316)
14	TOTAL OPERATING DISBURSEMENTS	$ (13,210,314)
NON-OPERATING DISBURSEMENTS
15	TRANFSERS TO NON-DEBTORS	(163,689)
16	TOTAL NON-OPERATING DISBURSEMENTS	$ (163,689)
REORGANIZATION EXPENSES
17	PROFESSIONAL FEES	-
18	U.S. TRUSTEE FEES	-
19	TOTAL DISBURSEMENTS	(13,374,003)
20	NET CASH FLOW	6,377,209
21	CASH - END OF MONTH	$ 95,426,105

	Monthly Operating Report
	ACCRUAL BASIS-4
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

ACCOUNTS RECEIVABLE AGING

ACCOUNTS RECEIVABLE AGING (1)			3/31/19	MONTH	MONTH	MONTH
1	0-30		$ 22,971,054
2	31-60		25,811,099
3	61-90		482,663
4	91+		8,632,802
5	TOTAL ACCOUNTS RECEIVABLE		$ 57,897,618
6	AMOUNT CONSIDERED UNCOLLECTIBLE		(4,371,785)
7	ACCOUNTS RECEIVABLE (NET)		$ 53,525,833
AGING OF POSTPETITION TAXES AND PAYABLES
					MONTH: March 15 - 31
TAXES PAYABLE		0-30 DAYS	31-60 DAYS	61-90 DAYS	91+ DAYS	TOTAL
1	FEDERAL	$ 780,448	$  -	$  -	$  -	$ 780,448
2	STATE	608,938	-	-	-	608,938
3	LOCAL	-	-	-	1,325,555	1,325,555
4	OTHER (ATTACH LIST)	665	-	-	61,274	61,939
5	TOTAL TAXES PAYABLE	$ 1,390,051	$  -	$  -	$ 1,386,829	$ 2,776,880
6	ACCOUNTS PAYABLE (1)	(8,322,584)	(3,779,242)	(403,205)	(1,763,808)	(14,268,838)
STATUS OF POSTPETITION TAXES
					MONTH: March 15 - 31
FEDERAL			BEGINNING TAX LIABILITY	AMOUNT WITHHELD AND/ OR ACCRUED	AMOUNT PAID	ENDING TAX LIABILITY
1	WITHHOLDING		$ 1,871,522	$ 79,491	$ (1,948,387)	$ 2,626
2	FICA-EMPLOYEE		810,062	54,867	(863,803)	1,127
3	FICA-EMPLOYER		1,039,390	54,817	(853,266)	240,941
4	UNEMPLOYMENT		44,155	303	-	44,459
5	INCOME		-	-	-	-
6	OTHER (ATTACH LIST)		655,454	247,968	(412,126)	491,296
7	TOTAL FEDERAL TAXES		$ 4,420,582	$ 437,446	$ (4,077,581)	$ 780,448
STATE AND LOCAL
8	WITHHOLDING		516,260	142,926	(393,457)	265,730
9	SALES		267,801	12,517	(21,235)	259,082
10	EXCISE		-	-	-	-
11	UNEMPLOYMENT		72,664	11,462	-	84,126
12	REAL PROPERTY		31,150	6,968	-	38,118
13	PERSONAL PROPERTY		1,052,099	235,338	-	1,287,436
14	OTHER (ATTACH LIST)		51,720	10,219	-	61,939
15	TOTAL STATE & LOCAL		$ 1,991,694	$ 419,430	$ (414,692)	$ 1,996,432
16	TOTAL TAXES		$ 6,412,276	$ 856,876	$ (4,492,273)	$ 2,776,880

Notes:

⁽¹⁾ Includes trade only.

	Monthly Operating Report
	ACCRUAL BASIS-4
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

	Description	BEGINNING TAX LIABILITY	AMOUNT WITHHELD AND/   OR ACCRUED	AMOUNT PAID	ENDING TAX LIABILITY
OTHER (ATTACH LIST)
PHI, Inc - New Mexico - 2018 Tax Accrual	Income Tax	$ 100			$ 100
PHI, Inc - Arizona - 2018 Tax Accrual	Income Tax	50			50
PHI, Inc - Kentucky - 2018 Tax Accrual	Income Tax	175			175
PHI, Inc - California - 2019 Tax Accrual	Income Tax	333	7		340
PHI, Inc - Arizona - 2019 Tax Accrual	Income Tax	10	2		13
PHI, Inc - Mississippi - 2019 Tax Accrual	Income Tax	3,613	723		4,336
PHI, Inc - New Jersey - 2019 Tax Accrual	Income Tax	417	83		500
PHI, Inc - Texas - 2019 Tax Accrual	Income Tax	47,022	9,404		56,426
Total		$ 51,720	$ 10,219	$   -	$ 61,939

	Monthly Operating Report
	ACCRUAL BASIS-5
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

																		MONTH: March 15 - 31
					BANK RECONCILIATIONS
	Account #1			Account #2			Account #3		Account #4				Account #5			Account #6		Account #7
A.   BANK:		Hancock Whitney			Hancock Whitney		Hancock Whitney			Hancock Whitney				Hancock Whitney			HSBC		N/A	TOTAL
B.   ACCOUNT NUMBER:		*8820			*8826		*1875			*3040				*5949			*7594		N/A
C.   PURPOSE (TYPE):	Commercial Checking			Commercial Checking			Commercial Checking		Commercial Checking				Commercial Checking			Checking		Petty Cash
1   BALANCE PER BANK STATEMENT		$ 2,135,680			$  -			$ 14,862			$ 3,009			$ -			$ 147,586		$ -	$ 2,301,137
2   ADD: TOTAL DEPOSITS NOT CREDITED		-			-			-			-			-			-		-	-
3   SUBTRACT: OUTSTANDING CHECKS		(976,825	)		(104,691	)		-			-			(2,166	)		-		-	(1,083,682	)
4   OTHER RECONCILING ITEMS		199,923			34,159			-			834			(53	)		-		-	234,863
5   MONTH END BALANCE PER BOOKS		$ 1,358,778			$(70,533)			$ 14,862			$ 3,843			$  (2,219)			$ 147,586		$ 30,408	$  1,482,725
6   NUMBER OF LAST CHECK WRITTEN		584574			24284		N/A			N/A				N/A - ZBA Sweep			32592
					INVESTMENT ACCOUNTS
BANK, ACCOUNT NAME & NUMBER	DATE OF         PURCHASE			TYPE OF                         INSTRUMENT					PURCHASE         PRICE				CURRENT         VALUE
7   UBS - Special Projects Account *4A2		N/A			Short Term Money Market Govt Funds					N/A				$50,861,807
8   UBS - Investments *08K		N/A			Short Term Money Market Govt Funds					N/A				-
9   UBS - Main Account *1A2		N/A			Short Term Money Market Govt Funds					N/A				20,800,330
10   UBS - SERP *4A2		N/A			Short Term Money Market Govt Funds					N/A				785,476
11   UBS - Collateral *6A2		N/A			Short Term Money Market Govt Funds					N/A				12,963,976
12   UBS - FX *5A2		N/A			Short Term Money Market Govt Funds					N/A				-
13   Hancock Whitney- Account *8850		9/28/2018			Certificate of Deposit					7,605,000				7,605,375
14   Hancock Whitney- Account *8849		9/28/2018			Certificate of Deposit					100,000				100,005
15   Hancock Whitney- Account *4229		2/1/2019			Certificate of Deposit					8,000				8,000
16   TOTAL INVESTMENTS														$93,124,969
					CASH
17   CURRENCY ON HAND														-
18   TOTAL CASH - END OF MONTH														$ 94,607,694

	Monthly Operating Report
	ACCRUAL BASIS-6
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

	MONTH: March 15 - 31
PAYMENTS TO INSIDERS AND PROFESSIONALS

INSIDERS
NAME	TYPE OF         PAYMENT	AMOUNT         PAID	TOTAL PAID     TO DATE
1   None	N/A	N/A	N/A
2
3
4
5
6   TOTAL PAYMENTS TO INSIDERS		$ -	$ -

	PROFESSIONALS
NAME	DATE OF COURT   ORDER AUTHORIZING   PAYMENT	AMOUNT      APPROVED	AMOUNT      PAID	TOTAL PAID      TO DATE	TOTAL INCURRED       & UNPAID  *
1   None	N/A	N/A	N/A	N/A	N/A
2
3
4
5
6   TOTAL PAYMENTS TO PROFESSIONALS

POSTPETITION STATUS OF SECURED NOTES, LEASES PAYABLE AND ADEQUATE PROTECTION PAYMENTS
NAME OF CREDITOR(1)	SCHEDULED MONTHLY PAYMENTS DUE		AMOUNTS PAID DURING MONTH		TOTAL UNPAID POSTPETITION
1   Blue Torch Finance LLC		N/A		N/A		N/A
2   Thirty Two, LLC		N/A		N/A		N/A
3   GUARDIAN SHARED SERVICES LTD		10,075		10,075		-
4   GUARDIAN SHARED SERVICES LTD		13,288		13,288		-
5   REDACTED		REDACTED		REDACTED		REDACTED
6   REDACTED		REDACTED		REDACTED		REDACTED
7   REDACTED		REDACTED		REDACTED		REDACTED
8   REDACTED		REDACTED		REDACTED		REDACTED
9   ECONO CAR RENTALS LIMITED		3,729		3,729		-
10   TOTAL		27,092		27,092		-

Notes:

⁽¹⁾   Certain information has been redacted due to the nature of an agreement between the Debtor and a third party.

	Monthly Operating Report
	ACCRUAL BASIS-7
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

		MONTH: March 15 - 31
	QUESTIONNAIRE
		YES	NO
1	HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE THE NORMAL COURSE OF BUSINESS THIS REPORTING PERIOD?	No	No
2	HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT?	No	No
3	ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES, OR LOANS) DUE FROM RELATED PARTIES?	N/A	N/A
4	HAVE ANY PAYMENTS BEEN MADE ON PREPETITION LIABILITIES THIS REPORTING PERIOD?	Yes	Yes
5	HAVE ANY POSTPETITION LOANS BEEN RECEIVED BY THE DEBTOR FROM ANY PARTY?	No	No
6	ARE ANY POSTPETITION PAYROLL TAXES PAST DUE?	No	No
7	ARE ANY POSTPETITION STATE OR FEDERAL INCOME TAXES PAST DUE?	No	No
8	ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE?	No	No
9	ARE ANY OTHER POSTPETITION TAXES PAST DUE?	No	No
10	ARE ANY AMOUNTS OWED TO POSTPETITION CREDITORS DELINQUENT?	Yes	Yes
11	HAVE ANY PREPETITION TAXES BEEN PAID DURING THE REPORTING PERIOD?	Yes	Yes
12	ARE ANY WAGE PAYMENTS PAST DUE?	No	No

IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS “YES,” PROVIDE A DETAILED

EXPLANATION OF EACH ITEM. ATTACH ADDITIONAL SHEETS IF NECESSARY.

(4) Pursuant to the Interim Order (I) Authorizing the Debtors to Pay or Honor Prepetition Obligations to Certain Critical Vendors, (II) Authorizing Banks to Honor and Process Checks and Transfers Related to Such Critical Vendors Obligations, and (III) Granting Related Relief [Docket No. 65] and the Final Order (I) Authorizing the Debtors to Pay or Honor Prepetition Obligations to Certain Critical Vendors, (II) Authorizing Banks to Honor and Process Checks and Transfers Related to Such Critical Vendors Obligations, and (III) Granting Related Relief [Docket No. 277], the Bankruptcy Court granted the Debtors authority to pay prepetition debts owed to critical vendors.

Pursuant to the Interim Order (I) Authorizing the Debtors to Pay Certain Prepetition Salaries, Wages, and Compensation, (II) Authorizing the Continuation of Employee Benefit Programs, (III) Authorizing Banks to Honor and Process Checks and Transfers Related to Such Employee Obligations and (IV) Granting Related Relief [Docket No. 66], the Amended Interim Order (I) Authorizing the Debtors to Pay Certain Prepetition Salaries, Wages, and Compensation, (II) Authorizing the Continuation of Employee Benefit Programs, (III) Authorizing Banks to Honor and Process Checks and Transfers Related to Such Employee Obligations and (IV) Granting Related Relief [Docket No. 124] and the Final Order (I) Authorizing the Debtors to Pay Certain Prepetition Salaries, Wages, and Compensation, (II) Authorizing the Continuation of Employee Benefit Programs, (III) Authorizing Banks to Honor and Process Checks and Transfers Related to Such Employee Obligations and (IV) Granting Related Relief [Docket No. 213], the Bankruptcy Court granted the Debtors authority to pay or honor certain pre-petition obligations for wages, salaries and other compensation and employee benefits.

Pursuant to the Interim Order (I) Authorizing the Debtors to Pay Prepetition Claims of Shippers, Warehousemen, and Other Lien Claimants and (II) Granting Related Relief [Docket No. 67] and the Final Order (I) Authorizing the Debtors to Pay Prepetition Claims of Shippers, Warehousemen, and Other Lien Claimants and (II) Granting Related Relief [Docket No. 279], the Bankruptcy Court granted the Debtors authority to pay prepetition debts owed to shippers, warehousemen and other lien claimants.

Pursuant to the Interim Order (I) Authorizing the Debtors to Continue Their Insurance Policies and Pay Prepetition Obligations in Respect Thereof and (II) Granting Related Relief [Docket No. 71] and the Final Order (I) Authorizing the Debtors to Continue Their Insurance Policies and Pay Prepetition Obligations in Respect Thereof and (II) Granting Related Relief [Docket No. 281], the Bankruptcy Court granted the Debtors authority to pay prepetition insurance obligations in connection with their insurance policies.

Pursuant to the Order (I) Authorizing the Debtors to Honor Certain Prepetition Obligations to Customers, (II) Authorizing the Debtors to Continue Their Customer Program in the Ordinary Course of Business, and (III) Granting Related Relief [Docket No. 73], the Bankruptcy Court granted the Debtors authority to pay prepetition customer obligations.

Pursuant to the Interim Order (I) Authorizing the Debtors to Maintain, Administer and Modify Their Refund Programs and Practices and (II) Granting Related Relief [Docket No. 74] and the Final Order (I) Authorizing the Debtors to Maintain, Administer and Modify Their Refund Programs and Practices and (II) Granting Related Relief [Docket No. 280], the Bankruptcy Court granted the Debtors authority to pay prepetition patient refunds.

(10) Postpetition delinquent amounts are incurred in the ordinary course and reflect delays in receipt of invoices and invoice reconciliation.

(11) Pursuant to the Interim Order (I) Authorizing the Debtors to Pay Certain Prepetition Taxes and (II) Granting Related Relief [Docket No. 70] and the Final Order (I) Authorizing the Debtors to Pay Certain Prepetition Taxes and (II) Granting Related Relief [Docket No. 275], the Bankruptcy Court granted the Debtors authority to pay prepetition taxes.

	Monthly Operating Report
	ACCRUAL BASIS-7
CASE NAME: PHI, Inc., et al.,
CASE NUMBER: 19-30923-hdh11

	INSURANCE
		YES	NO
1	ARE WORKER’S COMPENSATION, GENERAL LIABILITY AND OTHER NECESSARY INSURANCE COVERAGES IN EFFECT?	X
2	ARE ALL PREMIUM PAYMENTS PAID CURRENT?	X
3	PLEASE ITEMIZE POLICIES BELOW.

IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS “NO,” OR IF ANY POLICIES HAVE BEEN

CANCELLED OR NOT RENEWED DURING THIS REPORTING PERIOD, PROVIDE AN EXPLANATION

BELOW. ATTACH ADDITIONAL SHEETS IF NECESSARY.

	INSTALLMENT PAYMENTS
TYPE OF POLICY	CARRIER	PERIOD COVERED	PAYMENT AMOUNT & FREQUENCY
Property	Zurich American	02/01/2019-02/01/2020	389,169 annually
Excess Flood	Aspen Specialty	02/01/2019-02/01/2020	27,359 annually
Excess Flood	James River	02/01/2019-02/01/2020	25,909 annually
Excess Flood	Evanston	02/01/2019-02/01/2020	31,455 annually
Medical Professional Liability	Capitol Specialty	02/01/2019-02/01/2020	235,048 annually
Medical Professional Liability (excess)	Illinois Union	02/01/2019-02/01/2020	51,600 annually
Medical Professional Liability (excess)	Endurance American	02/01/2019-02/01/2020	57,482 annually
Medical Professional Liability (excess)	Beazley	02/01/2019-02/01/2020	56,760 annually
Medical Professional Liability (excess)	QBE Insurance Limited	02/01/2019-02/01/2020	15,000 annually
Excess Spares	Energy Risk Limited via Lloyds	02/01/2019-02/01/2020	123,750 annually
Pollution Liability	Beazley	02/01/2018-02/01/2021	167,760 3 years
Special Crime	US Specialty (Tokio Marine/HCC)	02/20/2018-02/20/2021	14,520 3 years
Cyber Liability	Lloyds, London - Brit / Kiln	05/01/2018-05/01/2019	68,153 annually
Business Auto Liability	Starr Indemnity & Liability	05/01/2018-05/01/2019	186,181 annually
Workers Comp	Starr Indemnity & Liability	05/01/2018-05/01/2019	57,905 monthly
Defense Base Act WC	Allied World	05/01/2018-05/01/2019	21,000 annually
Excess WC/EL/Auto Liability	Starr Indemnity & Liability	05/01/2018-05/01/2019	60,000 annually
Foreign Master Placement	ACE American (Chubb)	05/01/2018-05/01/2019	302,789 annually
Crime	Great American	05/01/2018-05/01/2019	18,481 annually
Fiduciary	QBE	05/01/2018-05/01/2019	20,000 annually
Fiduciary (excess)	US Specialty (Tokio Marine/HCC)	05/01/2018-05/01/2019	12,000 annually
Employment Practices Liability	Federal Insurance (Chubb)	05/01/2018-05/01/2019	63,300 annually
D&O	QBE	05/01/2018-05/01/2019	125,000 annually
D&O (excess)	ACE American (Chubb)	05/01/2018-05/01/2019	67,000 annually
D&O (excess)	Great American	05/01/2018-05/01/2019	40,000 annually
D&O (excess)	Endurance American (Sompo)	05/01/2018-05/01/2019	30,000 annually
D&O (excess)	Axis	05/01/2018-05/01/2019	28,000 annually
D&O (excess)	US Specialty (Tokio Marine/HCC)	05/01/2018-05/01/2019	34,000 annually
D&O (excess)	Starr Indemnity & Liability	05/01/2018-05/01/2019	27,000 annually
D&O - 6 mo extension/6yr tail	QBE	05/01/2019-11/01/2019	585,000 one time
D&O (excess) - 6 mo extension/6 yr tail	ACE American (Chubb)	05/01/2019-11/01/2019	306,860 one time
D&O (excess) - 6 mo extension/6 yr tail	Great American	05/01/2019-11/01/2019	174,000 one time
D&O (excess) - 6 mo extension/6 yr tail	Endurance American (Sompo)	05/01/2019-11/01/2019	120,000 one time
D&O (excess) - 6 mo extension/6 yr tail	Axis	05/01/2019-11/01/2019	109,200 one time
D&O (excess) - 6 mo extension/6 yr tail	US Specialty (Tokio Marine/HCC)	05/01/2019-11/01/2019	136,000 one time
D&O (excess) - 6 mo extension/6 yr tail	Starr Indemnity & Liability	05/01/2019-11/01/2019	101,250 one time
Hull, Spares, Liability & War	Allianz Global Risks US - lead	08/01/2017-08/01/2019	586,031 monthly
Excess Hull Liability	QBE North America	08/01/2017-08/01/2019	6,325 monthly