Debtor in Possession Financial Information

6 Months Ended

Jun. 30, 2019

Reorganizations [Abstract]

Debtor in Possession Financial Information

18. DEBTOR IN POSSESSION FINANCIAL INFORMATION

The financial statements below represent the condensed financial statements of the Debtors.  The Debtors are PHI, Inc., PHI Air Medical, LLC, PHI Tech Services, Inc., PHI Helipass, LLC, and AM Equity Holdings, LLC. Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein. Intercompany transactions among the Debtors and the non–debtor subsidiaries have not been eliminated in the Debtors’ financial statements.

PHI, INC. AND DEBTOR'S

CONDENSED COMBINED BALANCE SHEETS

(Thousands of dollars, except share data)

(Unaudited)

	June 30, 2019
ASSETS
Current Assets:
Cash and cash equivalents	$	10,310
Short-term investments		76,141
Accounts receivable – net
Trade		153,460
Other		6,120
Inventories of spare parts – net		50,800
Prepaid expenses		11,749
Income taxes receivable		509
Total current assets		309,089
Property and equipment – net		846,095
Right of use assets		127,821
Restricted cash and investments		19,739
Other assets		150,536
Total assets	$	1,453,280
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	66,187
Accrued and other current liabilities		33,168
Current portion of operating lease liabilities		24,125
Current maturities of long term debt		1,750
Total current liabilities		125,230
Long-term debt:
Term loan issued March 13, 2019, net of debt issuance costs of $5,254		62,996
Related party term loan issued September 28, 2018, net of debt issuance costs of $546		129,454
Deferred income taxes		52,135
Other long-term liabilities		3,673
Long-term operating lease liabilities		104,491
Total liabilities not subject to compromise		477,979
Liabilities subject to compromise		513,125
Total liabilities		991,104
Shareholders’ Equity:
Voting common stock – par value of $0.10; 12,500,000 shares authorized, 2,905,757 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		291
Non-voting common stock – par value of $0.10; 37,500,000 shares authorized, 12,919,681 issued and outstanding at June 30, 2019 and December 31, 2018, respectively		1,290
Additional paid-in capital		314,499
Accumulated other comprehensive income (loss)		(3	)
Retained earnings		146,099
Total shareholders’ equity		462,176
Total liabilities and shareholders’ equity	$	1,453,280

PHI, INC. AND DEBTOR'S

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Thousands of dollars)

(Unaudited)

	Quarter			Six Months
	Ended June 30, 2019
Operating revenues, net	$	139,501		$	266,164
Expenses:		—			—
Direct expenses		129,319			266,368
Selling, general and administrative expenses		14,746			36,228
Total operating expenses		144,065			302,596
Loss on disposal of assets		(93	)		(42	)
Equity in (income) loss of unconsolidated affiliates, net		(1,039	)		(2,400	)
Operating (loss) income		(3,432	)		(33,990	)
Interest expense		3,927			12,093
Reorganization items, net		26,503			28,103
Other income – net		(42	)		(226	)
		30,388			39,970
Loss before income taxes		(33,820	)		(73,960	)
Income tax benefit		(2,443	)		(6,048	)
Net loss	$	(31,377	)	$	(67,912	)

PHI, INC. AND DEBTOR'S

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Thousands of dollars)

(Unaudited)

	Six Months Ended June 30,
	2019
Operating activities:
Net loss		(67,912	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		29,799
Deferred income taxes		(6,492	)
Loss (gain) on asset dispositions		(42	)
Equity in (income) loss of unconsolidated affiliate, net		(2,400	)
Inventory valuation reserves		1,110
Changes in operating assets and liabilities		19,751
Net cash used in operating activities		(26,186	)
Investing activities:
Purchase of property and equipment		(7,817	)
Proceeds from asset dispositions		1,235
Purchase of short-term investments		(183,421	)
Proceeds from sale of short-term investments		121,512
Payment of deposit on aircraft		(50	)
Refund of deposit on aircraft		503
Net cash used in investing activities		(68,038	)
Financing activities:
Debt issuance cost		(5,668	)
Proceeds from Term Loan		70,000
Net cash provided by financing activities		64,332
Decrease in cash, cash equivalents and restricted cash		(29,892	)
Cash, cash equivalents and restricted cash at the beginning of period		47,865
Cash, cash equivalents and restricted cash end of period	$	17,973