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): June 18, 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)

Registrant’s telephone number, including area code: (337) 235-2452

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Voting Common Stock	N/A	None
Non-Voting Common Stock	N/A	None

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.  ☐

Explanatory Note – 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. Additional developments in the Chapter 11 Cases are reported below.

Item 7.01 Regulation FD Disclosure.

On June 20, 2019, the Company filed its unaudited unconsolidated monthly operating report for the month ended May 31, 2019 (the “May Monthly Operating Report”) with the Bankruptcy Court. The May Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in, or incorporated by reference into, Item 7.01 of this Form 8-K (i) 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 and (ii) 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.

Item 8.01 Other Events.

In connection with the Chapter 11 Cases, on June 18, 2019, the Debtors filed with the Bankruptcy Court a term sheet reflecting a settlement entered into between the Debtors and the Official Committee of Equity Security Holders on that date (the “Term Sheet”). Subject to certain exceptions, the settlement contemplates issuing to the Company’s current equity holders three-year warrants entitling the holders to acquire under certain specified terms and conditions up to an aggregate of 5% of the reorganized Company’s common stock issued and outstanding as of the effective date of the Company’s definitive plan of reorganization, subject to dilution in connection with future equity issuances. The foregoing description of this settlement does not purport to be complete and is qualified in its entirety by reference to (i) the Term Sheet, a copy of which is filed herewith as Exhibit 99.2 and is incorporated herein by reference, and (ii) the Debtors’ third amended joint plan of reorganization and related disclosure statement filed with the Bankruptcy Court on June 18, 2019, both of which can be obtained in the manner described below.

In addition, on June 19, 2019, the Bankruptcy Court (i) approved the Debtors’ disclosure statement, (ii) authorized the Debtors to commence solicitation of approval of the Debtors’ amended joint plan of reorganization under Chapter 11 of Title 11 of the United States Code, and (iii) set a hearing for confirmation of the Debtor’s amended joint plan of reorganization for July 30, 2019. There can be no assurance that the Debtors’ stakeholders will approve the amended plan or that the Bankruptcy Court will confirm such plan.

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

Cautionary Statements

Caution Concerning Forward-Looking Statements. This Form 8-K includes various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All such statements other than statements of historical fact 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.

2

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 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.

Caution Concerning the Monthly Operating Report. The Company cautions current and prospective investors not to unduly rely on the information contained in the May 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 May Monthly Operating Report has been prepared solely for the purpose of complying with the reporting requirements of the Bankruptcy Court. The May 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 May 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 Regarding Trading. The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. Under the Debtors’ amended joint plan of reorganization, the Company expects its current equity holders to experience a significant or complete loss of their investment, depending on the ultimate outcome of the Chapter 11 Cases and the ultimate value of the warrants proposed to be issued to its current equity holders as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	May Monthly Operating Report
99.2	Term Sheet

3

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: June 20, 2019	By:	/s/ Trudy P. McConnaughhay
		Trudy P. McConnaughhay
		Chief Financial Officer and Secretary

4

EX-99.1

Exhibit 99.1

	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:	May		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	6/20/2019
PRINTED NAME OF RESPONSIBLE PARTY	DATE
PREPARER:
/s/ Trudy McConnaughhay	Chief Financial Officer
ORIGINAL SIGNATURE OF PREPARER	TITLE
Trudy McConnaughhay	6/20/2019
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		4/30/19		5/31/19
ASSETS
1	CASH	$	1,521,227	$	1,482,726	$	11,553,421	$	2,715,126
2	SHORT TERM INVESTMENTS		67,663,452		73,335,815		80,301,658		81,125,868
3	ACCOUNTS RECEIVABLE - (NET)		63,593,129		62,585,376		57,938,940		61,963,208
4	INVENTORY (NET)		38,320,271		39,525,144		29,722,554		30,342,998
5	PREPAID EXPENSES & OTHER		6,803,414		8,779,041		8,244,372		8,047,132
6	OTHER CURRENT ASSETS		984,820		859,278		859,278		859,278
7	INCOME TAXES RECEIVABLE		384,937		384,937		7,284		7,284
8	TOTAL CURRENT ASSETS	$	179,271,250	$	186,952,316	$	188,627,507	$	185,060,893
9	PROPERTY, PLANT & EQUIPMENT (NET)		569,099,800		567,577,555		563,507,863		558,820,645
10	RIGHT OF USE ASSETS		137,327,125		134,799,396		120,905,491		118,899,052
11	RESTRICTED INVESTMENTS		19,788,774		19,788,774		19,738,774		19,738,774
12	OTHER ASSETS		18,280,517		17,206,609		17,720,777		17,957,907
13	DEFERRED INCOME TAXES - ASSETS		2,717,649		932,075		2,104,704		4,409,821
14	GOODWILL				—		—		—
15	INTANGIBLES				—		—		—
16	TOTAL ASSETS	$	926,485,115	$	927,256,725	$	912,605,116	$	904,887,092
POSTPETITION LIABILITIES
17	NOTES PAYABLE				—		—		—
18	ACCOUNTS PAYABLE				6,883,955		6,778,691		20,307,864
19	ACCRUED EXPENSES				6,642,941		13,426,210		12,789,263
20	CURRENT PORTION OF LONG-TERM DEBT				—		875,000		875,000
21	LONG TERM DEBT AND CAPITAL LEASE OBLIGATIONS				—		—		—
22	DEFERRED INCOME TAXES PAYABLE				—		—		—
23	OTHER LONG TERM CREDITS AND LIAB				—		18,085		—
24	LT OPERATING LEASE LIABILITIES				—		—		—
25	TOTAL POSTPETITION LIABILITIES				13,526,897		21,097,986		33,972,127
PREPETITION LIABILITIES
26	LONG TERM DEBT AND CAPITAL LEASE OBLIGATIONS		193,735,691		193,735,691		193,015,195		193,169,699
27	PRIORITY DEBT		9,194		9,194		9,194		9,194
28	UNSECURED DEBT		514,717,622		513,182,310		512,372,947		512,170,190
29	ACCRUED EXPENSES		48,845,696		45,701,306		40,281,223		40,103,691
30	DEFERRED INCOME TAXES PAYABLE				—		—		—
31	OTHER LONG TERM CREDITS AND LIAB		1,417,259		1,406,972		1,406,972		1,401,106
32	LT OPERATING LEASE LIABILITIES		110,451,569		110,250,930		99,976,305		98,395,336
33	TOTAL PREPETITION LIABILITIES		869,177,031		864,286,403		847,061,837		845,249,216
34	TOTAL LIABILITIES		869,177,031		877,813,300		868,159,823		879,221,343
EQUITY
35	PREPETITION OWNERS’ EQUITY		57,308,084		49,443,425		44,445,292		25,665,749
36	POSTPETITION CUMULATIVE PROFIT OR (LOSS)						—		—
37	DIRECT CHARGES TO EQUITY (ATTACH EXPLANATION)						—		—
38	TOTAL EQUITY		57,308,084		49,443,425		44,445,292		25,665,749
39	TOTAL LIABILITIES & OWNERS’ EQUITY		926,485,115		927,256,725		912,605,116		904,887,092

	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			4/1/19 - 4/30/19			5/1/19 - 5/31/19			MONTH
REVENUES
1	GROSS REVENUES	$	13,383,146		$	25,233,863		$	24,639,758
2	LESS: RETURNS & DISCOUNTS		—			—			—
3	NET REVENUE	$	13,383,146		$	25,233,863		$	24,639,758
AIRCRAFT VARIABLE COSTS
4	HUMAN RESOURCES - VC		(1,181,672	)		(2,198,199	)		(2,233,798	)
5	OCCUPANCY SUPPLIES - VC		(33,830	)		(84,523	)		(75,612	)
6	NON-AC DEPR - AIRCRAFT - VC		(28,645	)		(15,731	)		(24,104	)
7	Part 145 Maint - VC		570,244			595,561			624,145
8	UNDER (OVER) GFS UTILIZATION - VC		(176,556	)		7,423			90,681
9	OTHER - AIRCRAFT - VC		(60,737	)		(109,612	)		(90,347	)
10	SPARE PARTS		(532,489	)		(699,816	)		(287,098	)
11	REPAIRS		(323	)		(1,334,463	)		(2,631,299	)
12	POWER BY THE HOUR		(2,626,036	)		(4,292,279	)		(4,714,558	)
13	FUEL		(516,815	)		(1,079,064	)		(1,247,729	)
14	SUPPLY CHAIN ALLOCATION - VC		983,263			680,767			577,518
15	TOTAL AIRCRAFT VARIABLE COSTS		(3,603,594	)		(8,529,935	)		(10,012,202	)
AIRCRAFT FIXED COSTS
16	APPLIED AIRCRAFT FIXED COSTS		2,232			4,070			4,070
17	AIRCRAFT DEPRECIATION		(1,522,245	)		(3,090,903	)		(2,852,970	)
18	AIRCRAFT PROPERTY TAX		(206,616	)		(376,770	)		(376,770	)
19	INSURANCE		(137,687	)		(253,824	)		(244,084	)
20	HELICOPTER RENT		(1,399,285	)		(2,557,494	)		(2,557,494	)
21	AIRCRAFT PILOT SALARIES		(1,600,655	)		(2,684,686	)		(2,913,655	)
22	AIRCRAFT MECHANIC SALARIES		(1,565,936	)		(2,540,479	)		(2,635,002	)
23	SUPPLY CHAIN ALLOCATION		(936,375	)		(504,469	)		(427,755	)
24	TOTAL AIRCRAFT FIXED COSTS		(7,366,568	)		(12,004,555	)		(12,003,660	)
COST OF GOODS SOLD
25	COST OF GOODS SOLD		(185,876	)		(8,840	)		(316,506	)
OPERATING EXPENSE
26	HR - OPERATING EXPENSES		(687,823	)		(1,580,630	)		(1,230,664	)
27	OCCUPANCY SUPPLIES-OE		(525,150	)		(723,777	)		(818,891	)
28	NON-AC DEPRECIATION - OE		(103,046	)		(258,799	)		(284,742	)
29	NON-AC ALLOCATIONS - OE		197,366			613,653			416,634
30	OTHER - OPERATING EXPENSES		(1,334,931	)		(2,702,188	)		(2,471,456	)
31	EMPLOYEE BENEFITS		(10,069	)		(22,819	)		(26,863	)
32	TOTAL OPERATING EXPENSE		(2,463,654	)		(4,674,560	)		(4,415,983	)
SELLING, GENERAL AND ADMIN
33	HUMAN RESOURCES - SG&A		(1,133,282	)		(3,566,862	)		(1,994,751	)
34	OCCUPANCY SUPPLIES - SG&A		(128,713	)		(211,892	)		(593,090	)
35	NON-AC DEPRECIATION - SG&A		(89,631	)		(125,207	)		(129,748	)
36	NON-AC ALLOCATION - SG&A		(26,064	)		144,470			93,263
37	OTHER SG&A		(1,922,195	)		(1,788,835	)		633,598
38	LEGAL AUDIT		(1,466,562	)		(355,552	)		(16,360,112	)
39	TOTAL SELLING, GENERAL AND ADMIN		(4,766,447	)		(5,903,878	)		(18,350,839	)
40	TOTAL OPERATING EXPENSES		(18,386,140	)		(31,121,768	)		(45,099,190	)
41	GAIN/LOSS ON DISPOSITION OF ASSETS, NET		—			(88,711	)		(20,776	)
42	EQUITY NET LOSS		173,638			449,694			290,548
43	OPERATING INCOME		(4,829,356	)		(5,526,923	)		(20,189,659	)
OTHER INCOME & EXPENSES
44	OTHER INCOME/EXPENSES, NET		(1,249,729	)		(1,228,269	)		(1,333,061	)
45	EARNINGS BEFORE INCOME TAXES		(6,079,084	)		(6,755,192	)		(21,522,720	)
46	INCOME TAX EXPENSE		(1,785,574	)		1,188,669			2,286,709
47	NET EARNINGS		(7,864,658	)		(5,566,522	)		(19,236,012	)

	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			4/1/19 - 4/30/19			5/1/19 - 5/31/19			QUARTER
1      CASH - BEGINNING MARCH 15	$	89,048,896		$	95,426,105		$	113,017,078
RECEIPTS FROM OPERATIONS
2      CASH SALES		—			—			—
COLLECTION OF ACCOUNTS RECEIVABLE
3      PREPETITION & POSPETITION RECEIPTS		12,872,873			34,969,326			27,987,090
4      TOTAL OPERATING RECEIPTS	$	12,872,873		$	34,969,326		$	27,987,090
NON-OPERATING RECEIPTS
5      TRANSFERS FROM PHI AIR MEDICAL		6,861,387			17,042,364			18,400,317
6      SALE OF ASSETS		—			—			—
7      INTEREST INCOME		16,951			207,467			31,027
8      TOTAL RECEIPTS	$	19,751,211		$	52,219,158		$	46,418,434
OPERATING DISBURSEMENTS
9      NET PAYROLL, PAYROLL TAXES, AND BENEFITS		(9,289,506	)		(19,391,239	)		(24,469,271	)
10    MAINTENANCE & MISC EXPENSES		(2,594,255	)		(11,073,068	)		(18,861,622	)
11    AIRCRAFT LEASES		(250,685	)		(1,400,964	)		(3,146,672	)
12    FUEL		(1,007,551	)		(1,147,023	)		(1,821,791	)
13    TAXES		(68,316	)		(1,377,357	)		(1,070,185	)
14    TOTAL OPERATING DISBURSEMENTS	$	(13,210,314	)	$	(34,389,651	)	$	(49,369,541	)
NON-OPERATING DISBURSEMENTS
15    TRANFSERS TO NON-DEBTORS		(163,689	)		(236,908	)		(442,844	)
16    TOTAL NON-OPERATING DISBURSEMENTS	$	(163,689	)	$	(236,908	)	$	(442,844	)
REORGANIZATION EXPENSES
17    PROFESSIONAL FEES		—			—			(1,644,032	)
18    U.S. TRUSTEE FEES		—			(1,625	)		(201,886	)
19    TOTAL DISBURSEMENTS		(13,374,003	)		(34,628,184	)		(51,658,303	)
20    NET CASH FLOW		6,377,209			17,590,974			(5,239,869	)
21    CASH - END OF MONTH	$	95,426,105		$	113,017,078		$	107,777,210

	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			4/30/19			5/31/19			MONTH
1     0-30	$	22,971,054		$	23,176,156		$	23,767,206
2     31-60		25,811,099			19,206,916			19,835,330
3     61-90		482,663			4,444,544			6,229,191
4     91+		8,632,802			7,405,347			7,496,887
5     TOTAL ACCOUNTS RECEIVABLE	$	57,897,618		$	54,232,963		$	57,328,614
6     AMOUNT CONSIDERED UNCOLLECTIBLE		(4,371,785	)		(4,371,785	)		(4,371,785	)
7     ACCOUNTS RECEIVABLE (NET)	$	53,525,833		$	49,861,178		$	52,956,829

AGING OF POSTPETITION TAXES AND PAYABLES

								MONTH: May
TAXES PAYABLE	0-30 DAYS		31-60 DAYS		61-90 DAYS		91+ DAYS		TOTAL
1     FEDERAL	$	1,403,574	$	482	$	—	$	—	$	1,404,055
2     STATE		331,847		3,531		—		—		335,378
3     LOCAL		—		—		—		2,212,322		2,212,322
4     OTHER (ATTACH LIST)		325		—		—		98,864		99,189
5     TOTAL TAXES PAYABLE	$	1,735,746	$	4,013	$	—	$	2,311,186	$	4,050,944
6     ACCOUNTS PAYABLE (1)		2,185,431		1,624,116		7,932,321		5,944,613		17,686,480

STATUS OF POSTPETITION TAXES

						MONTH: May
FEDERAL	BEGINNING TAX LIABILITY		AMOUNT WITHHELD AND/ OR ACCRUED			AMOUNT PAID			ENDING TAX LIABILITY
1       WITHHOLDING	$	12,946	$	1,246,428		$	(845,628	)	$	413,746
2       FICA-EMPLOYEE		4,769		796,166			(542,452	)		258,483
3       FICA-EMPLOYER		296,265		589,308			(536,046	)		349,527
4       UNEMPLOYMENT		286		196			—			482
5       INCOME		—		—			—			—
6       OTHER (ATTACH LIST)		399,096		404,542			(421,820	)		381,818
7       TOTAL FEDERAL TAXES	$	713,362	$	3,036,639		$	(2,345,946	)	$	1,404,055
STATE AND LOCAL
8      WITHHOLDING		193,877		302,640			(190,482	)		306,036
9       SALES		154,269		30,824			(159,281	)		25,812
10     EXCISE		—		—			—			—
11     UNEMPLOYMENT		83,033		(71,684	)		(7,818	)		3,531
12     REAL PROPERTY		50,824		12,706			—			63,530
13     PERSONAL PROPERTY		1,719,034		429,758			—			2,148,791
14     OTHER (ATTACH LIST)		79,764		19,425			—			99,189
15     TOTAL STATE & LOCAL	$	2,280,801	$	723,669		$	(357,581	)	$	2,646,889
16     TOTAL TAXES	$	2,994,163	$	3,760,308		$	(2,703,527	)	$	4,050,944

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(1)		Income Tax		(1,127	)		133		—		(993	)
PHI, Inc - Arizona - 2019 Tax Accrual		Income Tax		17			4		—		21
PHI, Inc - Mississippi - 2019 Tax Accrual		Income Tax		5,781			1,445		—		7,226
PHI, Inc - New Jersey - 2019 Tax Accrual		Income Tax		667			167		—		833
PHI, Inc - Texas - 2019 Tax Accrual		Income Tax		74,102			17,676		—		91,777
Total			$	79,764		$	19,425	$	—	$	99,189

Notes:

⁽¹⁾  The Debtor prepaid the estimated full annual amount due

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

																	MONTH: May
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
B.	ACCOUNT NUMBER:		*8820			*8826			*1875		*3040		*5949			*7594		N/A		TOTAL
C.	PURPOSE (TYPE):		Commercial Checking			Commercial Checking			Commercial Checking		Commercial Checking		Commercial Checking			Checking		Petty Cash
1	BALANCE PER BANK STATEMENT	$	6,502,336		$	—		$	14,862	$	3,009	$	—		$	361,952	$	30,408	$	6,912,568
2	ADD: TOTAL DEPOSITS NOT CREDITED		—			—			—		—		—			—		—		—
3	SUBTRACT: OUTSTANDING CHECKS		(4,148,575	)		(98,058	)		—		—		(2,166	)		—		—		(4,248,799	)
4	OTHER RECONCILING ITEMS		17,369			33,986			—		—		2			—		—		51,357
5	MONTH END BALANCE PER BOOKS	$	2,371,130		$	(64,072	)	$	14,862	$	3,009	$	(2,164	)	$	361,952	$	30,408	$	2,715,126
6	NUMBER OF LAST CHECK WRITTEN		587287			416980			N/A		N/A		N/A - ZBA Sweep			N/A		N/A

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	$	34,913,444
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		44,293,109
10	UBS - SERP *4A2		N/A	Short Term Money Market Govt Funds		N/A		786,061
11	UBS - Collateral *6A2		N/A	Short Term Money Market Govt Funds		N/A		12,963,979
12	UBS - FX *5A2		N/A	Short Term Money Market Govt Funds		N/A		245,050
13	Hancock Whitney- Account *8850		9/28/2018	Certificate of Deposit		7,605,000		7,605,000
14	Hancock Whitney- Account *8849		9/28/2018	Certificate of Deposit		100,000		50,000
15	Hancock Whitney- Account *4229		2/1/2019	Certificate of Deposit		8,000		8,000
16	TOTAL INVESTMENTS						$	100,864,642
CASH
17	CURRENCY ON HAND							—
18	TOTAL CASH - END OF MONTH						$	103,579,768

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

                                                                      MONTH: May

PAYMENTS TO INSIDERS AND PROFESSIONALS

INSIDERS
NAME	TYPE OF PAYMENT	AMOUNT PAID		TOTAL PAID TO DATE
1     Lance Bospflug	Expense Reimbursement	$	496	$	496
2     Alan Brass	Monthly Retainer and Expense Reimbursement		23,869		23,869
3     C. Russell Luigs	Monthly Retainers		36,666		36,666
4     Richard H. Matzke	Monthly Retainers and Expense Reimbursement		44,028		44,028
5     Thomas H. Murphy	Monthly Retainers		46,666		46,666
6     Trudy Mcconnaughhay	Expense Reimbursement		333		333
7     Marcos Vivas	Expense Reimbursement		3,489		3,489
8     TOTAL PAYMENTS TO INSIDERS		$	155,546	$	155,546

PROFESSIONALS

NAME	DATE OF COURT ORDER AUTHORIZING PAYMENT	AMOUNT APPROVED		AMOUNT PAID (1)		TOTAL PAID TO DATE		TOTAL INCURRED & UNPAID *
1     DLA Piper	4/22/2019	$	919,539	$	353,719	$	353,719	$	180,850
2     FTI Consulting	5/2/2019		1,590,313		1,290,313		1,290,313		—
3
4
5
6     TOTAL PAYMENTS TO PROFESSIONALS

⁽¹⁾  Amounts paid to DLA Piper and FTI Consulting are net of retainers held

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       Steven Brister		1,500.00		1,500.00		—
4       S E Brister		1,500.00		1,500.00		—
5       Seacraft Shipyard		1,000.00		1,000.00		—
6       SCT PROPERTIES LLC		3,300.00		3,300.00		—
7       Scholes International		5,048.75		5,048.75		—
8       SCHMID MOULTON PARKWAY, LTD		5,023.25		5,023.25		—
9       PINNACLE TOWERS, LLC		999.07		999.07		—
10     4K Services, Inc		12,600.00		12,600.00		—
11     4K Services Inc		1,800.00		1,800.00		—
12     AMERICAN TOWERS, INC.		1,491.26		1,491.26		—
13     AMERICAN TOWERS, INC.		1,694.06		1,694.06		—
14     AMERICAN TOWERS, INC.		1,610.61		1,610.61		—
15     AMERICAN TOWERS, INC.		1,811.61		1,811.61		—
16     AMERICAN TOWERS, INC.		1,665.17		1,665.17		—
17     AMERICAN TOWERS, INC.		1,074.57		1,074.57		—
18     AMERICAN TOWERS, INC.		1,057.74		1,057.74		—
19     BG REALTY & MANAGEMENT LLC		425.00		425.00		—
20     BG REALTY & MANAGEMENT LLC		575.00		575.00		—
21     BG REALTY & MANAGEMENT LLC		500.00		500.00		—
22     The Broadwater		879.00		879.00		—
23     The Broadwater		1,089.00		1,089.00		—
24     The Broadwater		879.00		879.00		—
25     The Broadwater		1,069.00		1,069.00		—
26     The Broadwater		1,069.00		1,069.00		—
27     The Broadwater		1,069.00		1,069.00		—
28     The Broadwater		1,069.00		1,069.00		—

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

29	The Broadwater	1,059.00	1,059.00	—
30	The Broadwater	1,069.00	1,069.00	—
31	The Broadwater	1,059.00	1,059.00	—
32	The Broadwater	1,059.00	1,059.00	—
33	The Broadwater	1,069.00	1,069.00	—
34	The Broadwater	1,069.00	1,069.00	—
35	The Broadwater	1,059.00	1,059.00	—
36	Family Partnership	8,000.00	8,000.00	—
37	CORDELL COMMUNICATIONS	1,033.38	1,033.38	—
38	ENGLAND ECONOMIC & INDUSTRIAL	18,184.90	18,184.90	—
39	EN VEN ENERGY VENTURE	300.00	300.00	—
40	FIRST EQUITY INC	4,950.00	4,950.00	—
41	GREATER LAFOURCHE POR	3,343.17	3,343.17	—
42	ABBERLY CREST APARTMENTS	2,642.00	2,642.00	—
43	Houma Terrebonne Airport	330.97	330.97	—
44	Houma Terrebone Airport	1,249.08	1,249.08	—
45	Houma Terrebonne Airport	745.29	745.29	—
46	Houma Terrebonne Airport	2,253.95	2,253.95	—
47	Houma Terrebonne Airport	2,652.30	2,652.30	—
48	Houma Terrebonne Airport	2,900.93	2,900.93	—
49	Houma Terrebonne Airport	339.07	339.07	—
50	Houma Terrebonne Airport	5,873.66	5,873.66	—
51	Houma Terrebonne Airport	10,381.30	10,381.30	—
52	Irvin P Melancon Inc	5,512.50	5,512.50	—
53	LAFAYETTE AIRPORT COMMISSION	6,894.66	6,894.66	—
54	Lafayette Airport	92,389.33	92,389.33	—
55	MARTIN HOLDINGS, L.L.C.	20,019.94	20,019.94	—
56	Lafayette Airport	5,175.06	5,175.06	—
57	D C Walsh Company	7,640.25	7,640.25	—
58	PINNACLE TOWERS, LLC	876.64	876.64	—
59	INTERNATIONAL BUSINESS	1,061.00	1,061.00	—
60	FLIGHT SAFETY INTL INC (RENT)	5,689.00	5,689.00	—
61	Signature Flight Support	1,523.55	1,523.55	—
62	The Broadwater	1,379.00	1,379.00	—
63	BG REALTY & MANAGEMENT	495.00	495.00	—
64	The Broadwater	1,389.00	1,389.00	—
65	The Broadwater	1,419.00	1,419.00	—
66	The Broadwater	1,389.00	1,389.00	—
67	PLANTATION CROSSING APARTMENTS	995.00	995.00	—
68	PLANTATION CROSSING APARTMENTS	995.00	995.00	—
69	PLANTATION CROSSING APARTMENTS	995.00	995.00	—
70	PLANTATION CROSSING APARTMENTS	1,000.00	1,000.00	—
71	THE RESERVE AT COURET FARMS	1,300.00	1,300.00	—
72	THE RESERVE AT COURET FARMS	1,300.00	1,300.00	—
73	Canon Financial Services	238.60	238.60	—
74	Canon Financial Services	3,021.33	3,021.33	—
75	Canon Financial Services	234.25	234.25	—
76	Canon Financial Services	272.72	272.72	—
77	Canon Financial Services	240.18	240.18	—
78	Canon Financial Services	226.91	226.91	—
79	Canon Financial Services	210.13	210.13	—
80	GreatAmerica Financial Services Corporation	199.14	199.14	—
81	GreatAmerica Financial Services Corporation	212.90	212.90	—
82	GreatAmerica Financial Services Corporation	276.46	276.46	—
83	GreatAmerica Financial Services Corporation	429.12	429.12	—
84	GreatAmerica Financial Services Corporation	208.44	208.44	—
85	GreatAmerica Financial Services Corporation	133.95	133.95	—
86	GreatAmerica Financial Services Corporation	280.25	280.25	—
87	GreatAmerica Financial Services Corporation	442.48	442.48	—
88	GreatAmerica Financial Services Corporation	370.56	370.56	—
89	GreatAmerica Financial Services Corporation	382.11	382.11	—
90	GreatAmerica Financial Services Corporation	635.12	635.12	—
91	GreatAmerica Financial Services Corporation	164.45	164.45	—
92	GreatAmerica Financial Services Corporation	635.12	635.12	—
93	GreatAmerica Financial Services Corporation	245.08	245.08	—
94	Canon Financial Services	642.02	642.02	—
95	Ricoh/Wells Fargo	109.00	109.00	—
96	Ricoh/Wells Fargo	8.28	8.28	—

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

97	CANON FINANCIAL SERVICES, INC.	241.89	241.89	—
98	CANON FINANCIAL SERVICES, INC.	212.21	212.21	—
99	CANON FINANCIAL SERVICES, INC.	212.15	212.15	—
100	CANON FINANCIAL SERVICES, INC.	230.94	230.94	—
101	PORT FOURCHON MARINA	500.00	500.00	—
102	Canon Financial Services	312.17	312.17	—
103	Canon Financial Services	298.33	298.33	—
104	THE RESERVE AT COURET FARMS	22.00	22.00	—
105	THE RESERVE AT COURET FARMS	22.00	22.00	—
106	LA VERANDA OF POLLY LANE	396.00	396.00	—
107	LA VERANDA OF POLLY LANE	270.00	270.00	—
108	REDACTED	REDACTED	REDACTED	REDACTED
109	REDACTED	REDACTED	REDACTED	REDACTED
110	REDACTED	REDACTED	REDACTED	REDACTED
111	REDACTED	REDACTED	REDACTED	REDACTED
112	REDACTED	REDACTED	REDACTED	REDACTED
113	REDACTED	REDACTED	REDACTED	REDACTED
114	REDACTED	REDACTED	REDACTED	REDACTED
115	REDACTED	REDACTED	REDACTED	REDACTED
116	REDACTED	REDACTED	REDACTED	REDACTED
117	REDACTED	REDACTED	REDACTED	REDACTED
118	REDACTED	REDACTED	REDACTED	REDACTED
119	REDACTED	REDACTED	REDACTED	REDACTED
120	REDACTED	REDACTED	REDACTED	REDACTED
121	REDACTED	REDACTED	REDACTED	REDACTED
122	REDACTED	REDACTED	REDACTED	REDACTED
123	TOTAL	296,396	296,396	—

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: May
	QUESTIONNAIRE
		YES	NO
1	HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE THE NORMAL COURSE OF BUSINESS THIS REPORTING PERIOD?		X
2	HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT?		X
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?	X
5	HAVE ANY POSTPETITION LOANS BEEN RECEIVED BY THE DEBTOR FROM ANY PARTY?		X
6	ARE ANY POSTPETITION PAYROLL TAXES PAST DUE?		X
7	ARE ANY POSTPETITION STATE OR FEDERAL INCOME TAXES PAST DUE?		X
8	ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE?		X
9	ARE ANY OTHER POSTPETITION TAXES PAST DUE?		X
10	ARE ANY AMOUNTS OWED TO POSTPETITION CREDITORS DELINQUENT?	X
11	HAVE ANY PREPETITION TAXES BEEN PAID DURING THE REPORTING PERIOD?	X
12	ARE ANY WAGE PAYMENTS PAST DUE?		X

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	Beazley	05/01/2019-05/01/2020	74,402 annually
Business Auto Liability	Starr Indemnity & Liability	05/01/2019-05/01/2020	212,144 annually
Workers Comp	Starr Indemnity & Liability	05/01/2019-05/01/2020	65,004 monthly
Defense Base Act WC	Starr Indemnity & Liability	05/01/2019-05/01/2020	17,975 annually
Excess WC/EL/Auto Liability	Starr Indemnity & Liability	05/01/2019-05/01/2020	62,215 annually
Foreign Master Placement	ACE American (Chubb)	05/01/2019-05/01/2020	266,472 annually
Crime	Great American	05/01/2019-08/01/2019	4,620 one-time
Fiduciary	QBE	05/01/2019-08/01/2019	5,041 one-time
Fiduciary (excess)	US Specialty (Tokio Marine/HCC)	05/01/2019-08/01/2019	3,024 one-time
Employment Practices Liability	Federal Insurance (Chubb)	05/01/2019-08/01/2019	15,955 one-time
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

EX-99.2

Exhibit 99.2

In re: PHI, Inc. et al

Term Sheet

Term	Description
Form of Consideration	•   Warrants
Amount	•   For 5% of the Reorganized Debtors’ common equity issued and outstanding as of the effective date of the plan.
Term	•   Three Years
Strike Price	•   Equal to the amount of all debt claims (including accrued and unpaid interest, if any) settled, in cash, debt or equity as of the Confirmation Date.
Strike Price Adjustment	•   No Black-Scholes Protection. •   Anti-dilution protection against extraordinary dividends paid from the proceeds of any sale of a division or similar substantial part of the Reorganized Debtors (e.g. HNZ, O&G, and Air Medical) (Anti-Dilution protection provided for two years from the effective date of the plan).
Commitment of the Parties	•   The Equity Committee and its members so long as the Debtors’ Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as amended, the “Plan”) has not (without the Equity Committee’s consent) been amended, modified or supplemented in a manner inconsistent with this Term Sheet and provided this Term Sheet remains in effect: (i) shall support the Plan, and (ii) shall not (a) object to, delay, impede, or take any other action to interfere with, delay, or postpone acceptance, consummation, or implementation of the Plan, (b) propose, file, support, or vote for any restructuring for the Debtors other than the Plan, (c) take any action to encourage any other person or entity to take any action, directly or indirectly, that would reasonably be expected to, breach or be inconsistent with the Settlement Stipulation, or (d) take any other action, directly or indirectly, that would reasonably be expected to interfere with the acceptance, consummation, or implementation of the Plan and the mutual releases and exculpation provisions contained in the Plan, in exchange for the Old Equity Settlement Warrants (as defined in the Plan) as further described herein.
Imperial Capital, LLC’s Fees	•   Any compensation sought in a final fee application filed by Imperial Capital, LLC, as financial advisor to the Equity Committee, shall be limited to a maximum cap of $750,000, inclusive of all monthly and transaction fees and expenses. Neither the Debtors nor the Official Committee of Unsecured Creditors shall object to a fee application that conforms to the prior provision.

Third Party Opt-Out Release

•   Each member of the Equity Committee shall agree not to exercise its “opt-out” of the third party releases set forth in the Plan and related solicitation materials.

Other

•   Warrants shall be freely tradable (whether the Reorganized Debtors’ equity is publicly listed or not) pursuant to section 1145 of the Bankruptcy Code, provided that such agreement shall be not result in additional costs or restrictions on the Reorganized Debtors. •   Warrants to be structured such that they do not count towards foreign ownership cap to comply with applicable regulatory restrictions as determined by the Debtors and Official Committee of Unsecured Creditors, and •   Common equity issued on account of warrants to be subject to limitations to be determined by the Debtors to assure FAA compliance.