e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
|
|
|
þ |
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended: March 31, 2008
or
|
|
|
o |
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number: 0-9827
PHI, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Louisiana
|
|
72-0395707 |
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.) |
|
|
|
2001 SE Evangeline Thruway |
|
|
Lafayette, Louisiana
|
|
70508 |
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (337) 235-2452
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes: þ No: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer: o
|
|
Accelerated filer: þ
|
|
Non-accelerated filer: o
|
|
Smaller reporting company: o |
|
|
|
|
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes: o No: þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
|
|
|
Class
|
|
Outstanding at April 30, 2008 |
|
|
|
Voting Common Stock
|
|
2,852,616 shares |
Non-Voting Common Stock
|
|
12,438,992 shares |
PHI, INC.
Index Form 10-Q
2
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,423 |
|
|
$ |
1,425 |
|
Short-term investments |
|
|
56,266 |
|
|
|
62,970 |
|
Accounts receivable net of allowance: |
|
|
|
|
|
|
|
|
Trade |
|
|
95,356 |
|
|
|
95,111 |
|
Other |
|
|
3,395 |
|
|
|
2,973 |
|
Inventories of spare parts and supplies |
|
|
58,096 |
|
|
|
55,831 |
|
Other current assets |
|
|
11,544 |
|
|
|
11,194 |
|
Refundable income taxes |
|
|
534 |
|
|
|
525 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
226,614 |
|
|
|
230,029 |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
37,405 |
|
|
|
27,148 |
|
Property and equipment, net |
|
|
489,360 |
|
|
|
484,119 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
753,379 |
|
|
$ |
741,296 |
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
24,682 |
|
|
$ |
28,454 |
|
Accrued liabilities |
|
|
28,484 |
|
|
|
24,942 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
53,166 |
|
|
|
53,396 |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
201,800 |
|
|
|
200,000 |
|
Deferred income taxes |
|
|
55,735 |
|
|
|
51,644 |
|
Other long-term liabilities |
|
|
7,442 |
|
|
|
7,587 |
|
Commitments and contingencies (Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity: |
|
|
|
|
|
|
|
|
Voting common stock par value of $0.10;
authorized shares of 12,500,000 |
|
|
285 |
|
|
|
285 |
|
Non-voting common stock par value of $0.10;
authorized shares of 12,500,000 |
|
|
1,242 |
|
|
|
1,242 |
|
Additional paid-in capital |
|
|
291,037 |
|
|
|
291,037 |
|
Accumulated other comprehensive income |
|
|
60 |
|
|
|
61 |
|
Retained earnings |
|
|
142,612 |
|
|
|
136,044 |
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
435,236 |
|
|
|
428,669 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
753,379 |
|
|
$ |
741,296 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Operating revenues |
|
$ |
117,145 |
|
|
$ |
101,753 |
|
Gain on disposition of assets, net |
|
|
2,949 |
|
|
|
2,534 |
|
Other |
|
|
302 |
|
|
|
1,654 |
|
|
|
|
|
|
|
|
|
|
|
120,396 |
|
|
|
105,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
Direct expenses |
|
|
98,226 |
|
|
|
93,233 |
|
Selling, general and
administrative expenses |
|
|
7,389 |
|
|
|
7,537 |
|
Interest expense |
|
|
3,834 |
|
|
|
4,107 |
|
|
|
|
|
|
|
|
|
|
|
109,449 |
|
|
|
104,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes |
|
|
10,947 |
|
|
|
1,064 |
|
Income taxes |
|
|
4,379 |
|
|
|
401 |
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
6,568 |
|
|
$ |
663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
15,277 |
|
|
|
15,288 |
|
Diluted |
|
|
15,286 |
|
|
|
15,308 |
|
|
Net earnings per common share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.43 |
|
|
$ |
0.04 |
|
Diluted |
|
$ |
0.43 |
|
|
$ |
0.04 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
6,568 |
|
|
$ |
663 |
|
Adjustments to reconcile net earnings to net cash
provided
by (used in) operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
6,585 |
|
|
|
7,970 |
|
Deferred income taxes |
|
|
4,091 |
|
|
|
307 |
|
Gain on asset dispositions |
|
|
(2,949 |
) |
|
|
(2,534 |
) |
Other |
|
|
231 |
|
|
|
215 |
|
Changes in operating assets and liabilities |
|
|
(3,365 |
) |
|
|
(15,341 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
11,161 |
|
|
|
(8,720 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(12,172 |
) |
|
|
(34,227 |
) |
Proceeds from asset dispositions |
|
|
4,005 |
|
|
|
4,660 |
|
Purchase of short-term investments |
|
|
(8,585 |
) |
|
|
(7,004 |
) |
Proceeds from sale of short-term investments |
|
|
15,289 |
|
|
|
40,525 |
|
Deposits on aircraft |
|
|
(11,500 |
) |
|
|
(2,123 |
) |
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
|
|
(12,963 |
) |
|
|
1,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Proceeds from line of credit |
|
|
1,800 |
|
|
|
28,000 |
|
Payments on line of credit |
|
|
|
|
|
|
(13,000 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
1,800 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents |
|
|
(2 |
) |
|
|
8,111 |
|
Cash and cash equivalents, beginning of period |
|
|
1,425 |
|
|
|
820 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
1,423 |
|
|
$ |
8,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures Cash Flow Information |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
31 |
|
|
$ |
261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes paid |
|
$ |
4 |
|
|
$ |
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued payables related to purchase of
property and
equipment |
|
$ |
338 |
|
|
$ |
3,066 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
The accompanying unaudited condensed consolidated financial statements include the accounts of PHI,
Inc. and subsidiaries (PHI or the Company). In the opinion of management, these financial
statements reflect all adjustments, consisting of only normal, recurring adjustments, necessary to
present fairly the financial results for the interim periods presented. These condensed
consolidated financial statements should be read in conjunction with the financial statements
contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2007 and the
accompanying notes and Managements Discussion and Analysis of Financial Condition and Results of
Operations.
The Companys financial results, particularly as they relate to the Companys Oil and Gas
operations, are influenced by seasonal fluctuations as discussed in the Companys Annual Report on
Form 10-K for the year ended December 31, 2007. Therefore, the results of operations for interim
periods are not necessarily indicative of the operating results that may be expected for a full
fiscal year.
2. Segment Information
PHI is primarily a provider of helicopter services, including helicopter maintenance and repair
services. We used a combination of factors to identify reportable segments as required by
Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise
and Related Information (SFAS 131). The overriding determination of our segments is based on
how the chief operating decision-maker of our Company evaluates our results of operations. The
underlying factors include customer bases, types of service, operational management, physical
locations, and underlying economic characteristics of the types of work we perform. We previously
identified four segments for disclosure. The reportable segments were Domestic Oil and Gas, Air
Medical, International, and Technical Services.
A segments operating income is its operating revenues less its direct expenses and selling,
general and administrative expenses. Each segment has a portion of selling, general and
administrative expense that is charged directly to the segment and a portion that is allocated.
Direct charges represent the vast majority of segment selling, general and administrative expenses.
Allocated selling, general and administrative expense is based primarily on total segment costs as
a percentage of total operating costs.
Air Medical operations are headquartered in Phoenix, Arizona, where we maintain significant
separate facilities and administrative staff dedicated to this segment. Those costs are charged
directly to the Air Medical segment, resulting in a disproportionate share of selling, general and
administrative expenses compared to the Companys other reportable segments. Unallocated overhead
consists primarily of corporate selling, general, and administrative expenses that we do not
allocate to the reportable segments.
Oil and Gas Segment. Our Oil and Gas segment provides helicopter services primarily for the major
oil and gas production companies transporting personnel and/or equipment to offshore platforms in
the Gulf of Mexico, Angola and the Democratic Republic of Congo. We currently operate 152 aircraft
in this segment.
6
Operating revenue from the Oil and Gas segment is derived mainly from long-term contracts that
include a fixed monthly rate for a particular model of aircraft, plus a variable rate for flight
time. Operating costs for the Oil and Gas operations are primarily aircraft operations costs,
including costs for pilots and maintenance personnel. Approximately 64% of our total operating
revenue was generated by our Oil and Gas operations for the quarters ended March 31, 2008 and 2007.
Air Medical Segment. Our Air Medical segment provides transport services as an independent
provider of emergency medical services and, to a lesser extent, under contract with certain
hospitals. We operate in 17 states with 83 aircraft that are specially outfitted to accommodate
emergency patients, medical personnel and emergency medical equipment. For the three months ended
March 31, 2008 and 2007, approximately 34% and 33% of our total operating revenues were generated
by our Air Medical operations.
As an independent provider, we bill for our services on the basis of a flat rate plus a variable
charge per loaded mile, regardless of aircraft model. Revenues are recorded net of contractual
allowances under agreements with the third party payors and estimated uncompensated care when the
services are provided. Contractual allowances and uncompensated care are estimated based on
historical collection experience by payor category. The main payor categories are Medicaid,
Medicare, Insurance, and Self-Pay. Payor mix and changes in reimbursement rates are the factors
most subject to sensitivity and variability in calculating our allowances. We compute an 18 month
historical payment analysis of accounts paid in full, by category. The allowance percentages
calculated are applied to the payor categories, and the necessary adjustments are made to the
revenue allowance. The allowance for contractual discounts was $30.6 million and $31.9 million as
of March 31, 2008 and December 31, 2007, respectively. The allowance for uncompensated care was
$17.7 million and $19.1 million as of March 31, 2008 and December 31, 2007, respectively.
Provisions for contractual discounts and estimated uncompensated care are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts |
|
|
Revenue |
|
Receivable |
|
|
Quarter Ended |
|
|
|
|
March 31, |
|
March 31, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
Gross billings |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
Provision for contractual discounts |
|
|
49 |
% |
|
|
45 |
% |
|
|
33 |
% |
|
|
33 |
% |
Provision for uncompensated care |
|
|
9 |
% |
|
|
10 |
% |
|
|
19 |
% |
|
|
21 |
% |
Amounts attributable to Medicaid, Medicare, Insurance and Self Pay as a percentage of net Air
Medical revenues are as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
March 31, |
|
|
2008 |
|
2007 |
Medicaid |
|
|
13 |
% |
|
|
9 |
% |
Medicare |
|
|
18 |
% |
|
|
15 |
% |
Insurance |
|
|
64 |
% |
|
|
74 |
% |
Self Pay |
|
|
5 |
% |
|
|
2 |
% |
We also have a limited number of contracts with hospitals under which we receive a fixed monthly
rate for aircraft availability and an hourly rate for flight time. Those contracts generate
approximately 10% of the segments revenues.
Technical Services Segment. The Technical Services segment provides helicopter repair and overhaul
services for flight operations customers that own their aircraft. Costs associated with these
services are
7
primarily labor, and customers are generally billed at a percentage above cost. This
segment also conducts flight operations unrelated to the other segments, and we currently operate
four aircraft for the
National Science Foundation in Antarctica under this segment.
Approximately 3% and 2% of our total operating revenues for the three months ended March 31, 2008
and 2007 were generated by our Technical Services operations, respectively.
Summarized financial information concerning our reportable operating segments for the quarter ended
March 31, 2008 and 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Thousands of dollars) |
|
Segment operating revenues |
|
|
|
|
|
|
|
|
Oil and Gas |
|
$ |
74,601 |
|
|
$ |
65,300 |
|
Air Medical |
|
|
39,260 |
|
|
|
33,545 |
|
Technical Services |
|
|
3,284 |
|
|
|
2,908 |
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
117,145 |
|
|
|
101,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment direct expense (1) |
|
|
|
|
|
|
|
|
Oil and Gas |
|
|
59,258 |
|
|
|
57,435 |
|
Air Medical |
|
|
37,084 |
|
|
|
33,828 |
|
Technical Services |
|
|
1,884 |
|
|
|
1,970 |
|
|
|
|
|
|
|
|
Total direct expense |
|
|
98,226 |
|
|
|
93,233 |
|
|
|
|
|
|
|
|
|
|
Segment selling, general and administrative expenses |
|
|
|
|
|
|
|
|
Oil and Gas |
|
|
313 |
|
|
|
391 |
|
Air Medical |
|
|
2,116 |
|
|
|
1,941 |
|
Technical Services |
|
|
26 |
|
|
|
8 |
|
|
|
|
|
|
|
|
Total selling, general and administrative expenses |
|
|
2,455 |
|
|
|
2,340 |
|
|
|
|
|
|
|
|
Total direct and selling, general and administrative
expenses |
|
|
100,681 |
|
|
|
95,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net segment profit |
|
|
|
|
|
|
|
|
Oil and Gas |
|
|
15,030 |
|
|
|
7,474 |
|
Air Medical |
|
|
60 |
|
|
|
(2,224 |
) |
Technical Services |
|
|
1,374 |
|
|
|
930 |
|
|
|
|
|
|
|
|
Total |
|
|
16,464 |
|
|
|
6,180 |
|
|
|
|
|
|
|
|
|
|
Other, net (2) |
|
|
3,251 |
|
|
|
4,188 |
|
Unallocated selling, general and administrative expenses |
|
|
(4,934 |
) |
|
|
(5,197 |
) |
Interest expense |
|
|
(3,834 |
) |
|
|
(4,107 |
) |
|
|
|
|
|
|
|
Earnings before income taxes |
|
$ |
10,947 |
|
|
$ |
1,064 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included in direct expense are the depreciation and amortization expense amounts below: |
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 31 |
|
|
|
2008 |
|
|
2007 |
|
Oil and Gas |
|
$ |
3,698 |
|
|
$ |
4,392 |
|
Air Medical |
|
|
1,988 |
|
|
|
2,295 |
|
Technical Services |
|
|
104 |
|
|
|
234 |
|
|
|
|
|
|
|
|
Total |
|
$ |
5,790 |
|
|
$ |
6,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated SG&A |
|
$ |
795 |
|
|
$ |
1,049 |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Including gains on disposition of property and equipment, and other income. |
8
3. Commitments and Contingencies
Environmental Matters We have an aggregate estimated liability of $0.2 million as of March 31,
2008 and December 31, 2007 for environmental remediation costs that are probable and estimable. We
have conducted environmental surveys of our former Lafayette facility, which we vacated in 2001,
and have determined that limited soil and groundwater contamination exists at the facility. We
have installed groundwater monitoring wells at the facility and periodically monitor and report on
the contamination. In May 2003, we submitted a Louisiana Risk Evaluation/Corrective Action Plan
(RECAP) Standard Site Assessment Report to the Louisiana Department of Environmental Quality
(LDEQ) fully delineating the extent and type of contamination. In April, 2006 the Site
Assessment was updated to include recent analytical data. LDEQ is reviewing the assessment report.
Once LDEQ completes its review and reports on whether all contamination has been fully defined, a
risk evaluation in accordance with RECAP will be submitted and evaluated by LDEQ. At that point,
LDEQ will establish what cleanup standards must be met at the site. When the process is complete,
we will be in a position to develop an appropriate remediation plan and determine the resulting
cost of remediation. We have not recorded any estimated liability for remediation and
contamination and, based upon the May 2003 Site Assessment Report, the April 2006 update and
ongoing monitoring, we believe the ultimate remediation costs for the former Lafayette facility
will not be material to our consolidated financial position, results of operations, or cash flows.
Legal Matters We have been named as a defendant in various legal actions that have arisen in the
ordinary course of business and have not been finally adjudicated. In the opinion of management,
the amount of the ultimate liability with respect to these actions will not have a material adverse
effect on our consolidated financial condition, results of operations, or liquidity.
As previously reported, the Company is involved in Federal Court litigation in the Western District
of Louisiana with the Office and Professional Employees International Union (OPEIU), the union
representing domestic pilots, over claims of bad faith bargaining and issues relating to the return
to work of striking pilots. Pilots continue to work under the terms and conditions of employment
set forth in the final implementation proposals made by the Company at the end of collective
bargaining negotiations in August 2006. A trial on strike-related matters is currently set to
start on November 3, 2008. It is not possible to assess the outcome of that litigation, as these
matters are still in the discovery stage. However, management is of the opinion that the Companys
claims and defenses have substantial merit.
Long-term Debt The $200 million
7.125% Senior Notes mature April 15, 2013, and interest is payable semi-annually on April 15
and October 15. The notes contain restrictive covenants, including limitations on indebtedness,
liens, dividends, repurchases of capital stock and other payments affecting restricted
subsidiaries, issuance and sales of restricted subsidiary stock, dispositions of proceeds of asset
sales, and mergers and consolidations and sales of assets. We were in compliance with the
covenants applicable to these notes as of March 31, 2008.
We have a $50 million revolving credit facility with a commercial bank, which is scheduled to
expire on September 1, 2010. As of March 31, 2008, we had $1.8 million in borrowings and $4.6
million in letters of credit outstanding under the facility. The facility includes covenants
related to working capital, funded debt to net worth, and consolidated net worth. As of March 31,
2008, we were in compliance with these covenants.
9
Operating Leases We lease certain aircraft, facilities, and equipment used in our operations.
The related lease agreements, which include both non-cancelable and month-to-month terms, generally
provide for fixed monthly rentals, and certain real estate leases also include renewal options. We
generally pay all insurance, taxes, and maintenance expenses associated with these aircraft, and
some leases contain renewal and purchase options.
At March 31, 2008, we had approximately $185.2 million in aggregate commitments under operating
leases of which approximately $16.3 million is payable through December 31, 2008, and a total of
$21.6 million is payable over the twelve months ending March 31, 2009. Of the total lease
commitments, $164.6 million represents commitments for aircraft, and $20.6 million represents
facility lease commitments, primarily for our facilities in Lafayette, Louisiana.
Purchase Commitments At March 31, 2008, we had an order for six additional transport category
aircraft at an approximate cost of $127.4 million with delivery dates throughout 2008 and 2009. We
also had orders for 23 medium and light aircraft for service primarily in the Oil and Gas segment,
although certain of these may be assigned to the Air Medical segment as growth opportunities are
identified. The total cost of these aircraft is $126.5 million and delivery dates are scheduled
throughout 2008 and 2009. Included in other assets at March 31, 2008 is approximately $24.6
million of security deposits on aircraft. We intend to fund these aircraft from existing cash,
short-term investments, and operating leases.
4. Property and Equipment
Effective July 1, 2007, we changed the estimated residual value of certain aircraft from 40% to
54%. We believe the revised amounts reflect our historical experience and more appropriately match
costs over the estimated useful lives and salvage values of these assets. The change in residual
values of certain aircraft was based on our experience in sales of such aircraft and industry data
which indicated that these aircraft were retaining on average a salvage value of at least 54% by
model type. The effect of this change for the three months ended March 31, 2008 was a reduction in
depreciation expense of $0.8 million ($0.5 million after tax or $0.03 per diluted share).
5. Valuation Accounts
We have established an allowance for doubtful accounts based upon factors surrounding the credit
risk of specific customers, current market conditions, and other information. The allowance for
doubtful accounts was approximately $0.1 million at March 31, 2008 and December 31, 2007. Revenues
related to emergency flights generated by the Companys Air Medical segment are recorded net of
contractual allowances under agreements with third party payors when the services are provided.
We have also established valuation reserves related to obsolete and excess inventory. The
inventory valuation reserves were $7.7 million and $7.5 million at March 31, 2008 and December 31,
2007, respectively.
6. Employees
Union Related Matters As previously reported, the Company is involved in Federal Court litigation
in the Western District of Louisiana with the OPEIU, the union representing domestic pilots, over
claims of bad faith bargaining and issues relating to the return to work of striking pilots. The
pilots commenced a strike in September 2006, and a return to work process commenced January 2007
for those pilots who had not terminated, and this was completed in April 2007. The pilots strike,
however, affected operations through all of 2007. Pilots continue to work under the terms and
conditions of employment set forth in the final implementation proposals made by the Company at the
end of collective bargaining negotiations in August 2006.
10
A trial on strike-related matters is currently set to start on November 3, 2008. It is not
possible to assess the outcome of that litigation, as these matters are still in the discovery
stage. However, management is of the opinion that the Companys claims and defenses have
substantial merit.
The Company has continued to hire and train pilots to meet staffing needs for new and existing
aircraft. As of April 15, 2008, the pilot work force was approximately 645.
Employee Incentive Compensation In 2002, we implemented an incentive compensation plan for
non-executive and non-represented employees. For calendar year 2007, the represented pilots were
added to this plan as part of the Companys implemented contract proposals. The plan allows us to
pay up to 7% of earnings before tax upon achieving a specified earnings threshold. During 2004, we
implemented an executive/senior management plan for certain corporate and business unit management
employees. Pursuant to these plans, we have accrued an estimated incentive compensation expense of
$0.6 million for the quarter ended March 31, 2008. We have also accrued $0.2 million for the
Safety Incentive Bonus for the quarter ended March 31, 2008. For the year ended December 31, 2007,
we recorded $3.2 million incentive compensation expense and $0.8 million for the Safety Incentive
Bonus.
7. Recent Accounting Pronouncements
The Company adopted SFAS No. 157 beginning in its 2008 fiscal year and there was no material impact
to its first quarter financial statements. SFAS No. 157 applies to all assets and liabilities that
are being measured and reported on a fair value basis. SFAS No. 157 requires new disclosure that
establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value
measurements. This statement enables the reader of the financial statements to assess the inputs
used to develop those measurements by establishing a hierarchy for ranking the quality and
reliability of the information used to determine fair values. The statement requires that assets
and liabilities carried at fair value will be classified and disclosed in one of the following
three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market
data.
Level 3: Unobservable inputs that are not corroborated by market data.
The following table summarizes the valuation of our short-term investments and financial
instruments by the above SFAS No. 157 pricing levels as of the valuation dates listed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
|
|
|
Quoted market |
|
Significant Other |
|
|
|
|
|
|
prices in active |
|
Observable Inputs |
|
|
Total |
|
markets (Level 1) |
|
(Level 2) |
Short-term
investments |
|
$ |
56,266 |
|
|
|
|
|
|
$ |
56,266 |
|
Investments
in other assets |
|
$ |
3,732 |
|
|
|
|
|
|
$ |
3,732 |
|
The
Company holds it short-term investments in a money market fund consisting
mainly of government backed securities, which is classified as a
short-term investment. Investments included in other assets consist
mainly of multiple mutual funds that are highly liquid and massively
diversified.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115. SFAS No. 159 permits
entities to elect to measure at fair value eligible financial instruments that are not currently
measured at fair value. This election, which may be applied on an instrument by instrument basis,
is typically irrevocable once made. SFAS 159 is effective for us as of January 1, 2008; however,
we did not elect to measure any additional financial instruments at fair value as a result of this
statement. Therefore, the adoption of SFAS 159 did not have an effect on our consolidated
financial statements.
11
8. Shareholders Equity
On April 12, 2006, we completed the sale of 4,287,920 non-voting common shares at $35.00 per share
and on May 1, 2006, we completed the sale of the over-allotment of 578,680 shares also at $35.00
per share. Proceeds from the offering were $160.7 million, net of expenses.
We had an average of 15.3 million common shares outstanding for the quarters ended March 31, 2008
and March 31, 2007.
9. Comprehensive Income
The following table summarizes the components of total comprehensive income (net of taxes):
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Thousands of dollars) |
|
Net earnings |
|
$ |
6,568 |
|
|
$ |
663 |
|
SFAS No. 158 adjustment |
|
|
(1 |
) |
|
|
(18 |
) |
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
6,567 |
|
|
$ |
645 |
|
|
|
|
|
|
|
|
10. Condensed Consolidating Financial Information
On April 12, 2006, we issued $200 million of 7.125% Senior Notes due 2013 and retired $184.8
million of 9 3/8% Series B Senior Notes due 2009. On May 1, 2006, we redeemed the remaining $15.2
million
9 3/8% Series B Senior Notes.
Our 7.125% Senior Notes are fully and unconditionally guaranteed on a joint and several, senior
basis by all of our Guarantor Subsidiaries.
The following supplemental condensed financial information sets forth, on a consolidated basis, the
balance sheet, statement of operations, and statement of cash flows information for PHI, Inc.
(Parent Company Only) and the Guarantor Subsidiaries. The principal eliminating entries
eliminate investments in subsidiaries, intercompany balances, and intercompany revenues and
expenses.
12
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
Parent |
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Only |
|
|
Subsidiaries(1) |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
931 |
|
|
$ |
492 |
|
|
$ |
|
|
|
$ |
1,423 |
|
Short-term investments |
|
|
56,266 |
|
|
|
|
|
|
|
|
|
|
|
56,266 |
|
Accounts receivable net |
|
|
84,896 |
|
|
|
13,855 |
|
|
|
|
|
|
|
98,751 |
|
Inventories of spare parts and supplies |
|
|
58,096 |
|
|
|
|
|
|
|
|
|
|
|
58,096 |
|
Other current assets |
|
|
11,515 |
|
|
|
29 |
|
|
|
|
|
|
|
11,544 |
|
Refundable income taxes |
|
|
525 |
|
|
|
9 |
|
|
|
|
|
|
|
534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
212,229 |
|
|
|
14,385 |
|
|
|
|
|
|
|
226,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries and other |
|
|
64,010 |
|
|
|
|
|
|
|
(64,010 |
) |
|
|
|
|
Intercompany receivable |
|
|
|
|
|
|
58,849 |
|
|
|
(58,849 |
) |
|
|
|
|
Other assets |
|
|
37,071 |
|
|
|
334 |
|
|
|
|
|
|
|
37,405 |
|
Property and equipment, net |
|
|
472,982 |
|
|
|
16,378 |
|
|
|
|
|
|
|
489,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
786,292 |
|
|
$ |
89,946 |
|
|
$ |
(122,859 |
) |
|
$ |
753,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
22,398 |
|
|
$ |
2,284 |
|
|
$ |
|
|
|
$ |
24,682 |
|
Accrued liabilities |
|
|
23,048 |
|
|
|
5,436 |
|
|
|
|
|
|
|
28,484 |
|
Intercompany payable |
|
|
58,849 |
|
|
|
|
|
|
|
(58,849 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
104,295 |
|
|
|
7,720 |
|
|
|
(58,849 |
) |
|
|
53,166 |
|
|
Long-term debt |
|
|
201,800 |
|
|
|
|
|
|
|
|
|
|
|
201,800 |
|
Deferred income taxes and other long-term
liabilities |
|
|
44,961 |
|
|
|
18,216 |
|
|
|
|
|
|
|
63,177 |
|
Shareholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in capital |
|
|
292,564 |
|
|
|
4,402 |
|
|
|
(4,402 |
) |
|
|
292,564 |
|
Accumulated other comprehensive
income |
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
60 |
|
Retained earnings |
|
|
142,612 |
|
|
|
59,608 |
|
|
|
(59,608 |
) |
|
|
142,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
435,236 |
|
|
|
64,010 |
|
|
|
(64,010 |
) |
|
|
435,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity |
|
$ |
786,292 |
|
|
$ |
89,946 |
|
|
$ |
(122,859 |
) |
|
$ |
753,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Foreign subsidiaries represent minor subsidiaries and are included in the guarantors
subsidiaries amounts. |
13
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
Parent |
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Only |
|
|
Subsidiaries(1) |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,004 |
|
|
$ |
421 |
|
|
$ |
|
|
|
$ |
1,425 |
|
Short-term investments |
|
|
62,970 |
|
|
|
|
|
|
|
|
|
|
|
62,970 |
|
Accounts receivable net of allowance |
|
|
84,318 |
|
|
|
13,766 |
|
|
|
|
|
|
|
98,084 |
|
Inventories of spare parts and supplies |
|
|
55,831 |
|
|
|
|
|
|
|
|
|
|
|
55,831 |
|
Other current assets |
|
|
11,184 |
|
|
|
10 |
|
|
|
|
|
|
|
11,194 |
|
Refundable income taxes |
|
|
525 |
|
|
|
|
|
|
|
|
|
|
|
525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
215,832 |
|
|
|
14,197 |
|
|
|
|
|
|
|
230,029 |
|
|
Investment in subsidiaries and others |
|
|
59,384 |
|
|
|
|
|
|
|
(59,384 |
) |
|
|
|
|
Intercompany receivable |
|
|
|
|
|
|
50,729 |
|
|
|
(50,729 |
) |
|
|
|
|
Other assets |
|
|
26,878 |
|
|
|
270 |
|
|
|
|
|
|
|
27,148 |
|
Property and equipment, net |
|
|
468,070 |
|
|
|
16,049 |
|
|
|
|
|
|
|
484,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
770,164 |
|
|
$ |
81,245 |
|
|
$ |
(110,113 |
) |
|
$ |
741,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
24,696 |
|
|
$ |
3,758 |
|
|
$ |
|
|
|
$ |
28,454 |
|
Accrued liabilities |
|
|
24,942 |
|
|
|
|
|
|
|
|
|
|
|
24,942 |
|
Intercompany payable |
|
|
50,729 |
|
|
|
|
|
|
|
(50,729 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
100,367 |
|
|
|
3,758 |
|
|
|
(50,729 |
) |
|
|
53,396 |
|
|
Long-term debt |
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
Deferred income taxes and other long-term
liabilities |
|
|
41,128 |
|
|
|
18,103 |
|
|
|
|
|
|
|
59,231 |
|
Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in capital |
|
|
292,564 |
|
|
|
4,402 |
|
|
|
(4,402 |
) |
|
|
292,564 |
|
Accumulated other comprehensive
income |
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
61 |
|
Retained earnings |
|
|
136,044 |
|
|
|
54,982 |
|
|
|
(54,982 |
) |
|
|
136,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
428,669 |
|
|
|
59,384 |
|
|
|
(59,384 |
) |
|
|
428,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity |
|
$ |
770,164 |
|
|
$ |
81,245 |
|
|
$ |
(110,113 |
) |
|
$ |
741,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Foreign subsidiaries represent minor subsidiaries and are included in the guarantors
subsidiaries amounts. |
14
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the quarter ended March 31, 2008 |
|
|
|
Parent |
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Only |
|
|
Subsidiaries(1) |
|
|
Eliminations |
|
|
Consolidated |
|
Operating revenues |
|
$ |
97,067 |
|
|
$ |
20,078 |
|
|
$ |
|
|
|
$ |
117,145 |
|
Management fees |
|
|
803 |
|
|
|
|
|
|
|
(803 |
) |
|
|
|
|
Gain on dispositions of assets, net |
|
|
2,949 |
|
|
|
|
|
|
|
|
|
|
|
2,949 |
|
Other |
|
|
302 |
|
|
|
|
|
|
|
|
|
|
|
302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,121 |
|
|
|
20,078 |
|
|
|
(803 |
) |
|
|
120,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses |
|
|
85,025 |
|
|
|
13,201 |
|
|
|
|
|
|
|
98,226 |
|
Management fees |
|
|
|
|
|
|
803 |
|
|
|
(803 |
) |
|
|
|
|
Selling, general, and administrative
expenses |
|
|
6,496 |
|
|
|
893 |
|
|
|
|
|
|
|
7,389 |
|
Equity in net income of consolidated
subsidiaries |
|
|
(4,626 |
) |
|
|
|
|
|
|
4,626 |
|
|
|
|
|
Interest expense |
|
|
3,834 |
|
|
|
|
|
|
|
|
|
|
|
3,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,729 |
|
|
|
14,897 |
|
|
|
3,823 |
|
|
|
109,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes |
|
|
10,392 |
|
|
|
5,181 |
|
|
|
(4,626 |
) |
|
|
10,947 |
|
Income taxes |
|
|
3,824 |
|
|
|
555 |
|
|
|
|
|
|
|
4,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
6,568 |
|
|
$ |
4,626 |
|
|
$ |
(4,626 |
) |
|
$ |
6,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the quarter ended March 31, 2007 |
|
|
|
Parent |
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Only |
|
|
Subsidiaries(1) |
|
|
Eliminations |
|
|
Consolidated |
|
Operating revenues |
|
$ |
86,707 |
|
|
$ |
15,046 |
|
|
$ |
|
|
|
$ |
101,753 |
|
Management fees |
|
|
602 |
|
|
|
|
|
|
|
(602 |
) |
|
|
|
|
Gain on dispositions of assets, net |
|
|
2,534 |
|
|
|
|
|
|
|
|
|
|
|
2,534 |
|
Other |
|
|
1,650 |
|
|
|
4 |
|
|
|
|
|
|
|
1,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,493 |
|
|
|
15,050 |
|
|
|
(602 |
) |
|
|
105,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses |
|
|
81,792 |
|
|
|
11,441 |
|
|
|
|
|
|
|
93,233 |
|
Management fees |
|
|
|
|
|
|
602 |
|
|
|
(602 |
) |
|
|
|
|
Selling, general, and administrative
expenses |
|
|
6,785 |
|
|
|
752 |
|
|
|
|
|
|
|
7,537 |
|
Equity in net income of consolidated
subsidiaries |
|
|
(1,777 |
) |
|
|
|
|
|
|
1,777 |
|
|
|
|
|
Interest expense |
|
|
4,107 |
|
|
|
|
|
|
|
|
|
|
|
4,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,907 |
|
|
|
12,795 |
|
|
|
1,175 |
|
|
|
104,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes |
|
|
586 |
|
|
|
2,255 |
|
|
|
(1,777 |
) |
|
|
1,064 |
|
Income taxes |
|
|
(77 |
) |
|
|
478 |
|
|
|
|
|
|
|
401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
663 |
|
|
$ |
1,777 |
|
|
$ |
(1,777 |
) |
|
$ |
663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Foreign subsidiaries represent minor subsidiaries and are included in the guarantors
subsidiaries amounts. |
15
PHI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the quarter ended March 31, 2008 |
|
|
|
Parent |
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Only |
|
|
Subsidiaries(1) |
|
|
Eliminations |
|
|
Consolidated |
|
Net cash provided by operating activities |
|
$ |
11,090 |
|
|
$ |
71 |
|
|
$ |
|
|
|
$ |
11,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(12,172 |
) |
|
|
|
|
|
|
|
|
|
|
(12,172 |
) |
Proceeds from asset dispositions |
|
|
4,005 |
|
|
|
|
|
|
|
|
|
|
|
4,005 |
|
Purchase (sale) of short-term
investments |
|
|
6,704 |
|
|
|
|
|
|
|
|
|
|
|
6,704 |
|
Deposits on aircraft |
|
|
(11,500 |
) |
|
|
|
|
|
|
|
|
|
|
(11,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(12,963 |
) |
|
|
|
|
|
|
|
|
|
|
(12,963 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from line of credit, net |
|
|
1,800 |
|
|
|
|
|
|
|
|
|
|
|
1,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
1,800 |
|
|
|
|
|
|
|
|
|
|
|
1,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in cash and cash
equivalents |
|
|
(73 |
) |
|
|
71 |
|
|
|
|
|
|
|
(2 |
) |
Cash and cash equivalents, beginning of
period |
|
|
1,004 |
|
|
|
421 |
|
|
|
|
|
|
|
1,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
931 |
|
|
$ |
492 |
|
|
$ |
|
|
|
$ |
1,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the quarter ended March 31, 2007 |
|
|
|
Parent |
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Only |
|
|
Subsidiaries(1) |
|
|
Eliminations |
|
|
Consolidated |
|
Net cash (used in) provided by operating
activities |
|
$ |
(8,740 |
) |
|
$ |
20 |
|
|
$ |
|
|
|
$ |
(8,720 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(34,214 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
(34,227 |
) |
Proceeds from asset dispositions |
|
|
4,660 |
|
|
|
|
|
|
|
|
|
|
|
4,660 |
|
Purchase (sale) of short-term
investments |
|
|
33,521 |
|
|
|
|
|
|
|
|
|
|
|
33,521 |
|
Other |
|
|
(2,123 |
) |
|
|
|
|
|
|
|
|
|
|
(2,123 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used) in investing
activities |
|
|
1,844 |
|
|
|
(13 |
) |
|
|
|
|
|
|
1,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from line of credit, net |
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
8,104 |
|
|
|
7 |
|
|
|
|
|
|
|
8,111 |
|
Cash and cash equivalents, beginning of
period |
|
|
385 |
|
|
|
435 |
|
|
|
|
|
|
|
820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
8,489 |
|
|
$ |
442 |
|
|
$ |
|
|
|
$ |
8,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Foreign subsidiaries represent minor subsidiaries and are included in the guarantors
subsidiaries amounts. |
16
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis should be read in conjunction with the accompanying unaudited
condensed consolidated financial statements and the notes thereto as well as our audited financial
statements and notes thereto contained in our Annual Report on Form 10-K for the year ended
December 31, 2007 managements discussion and analysis, risk factors and other information
contained therein.
Forward-Looking Statements
All statements other than statements of historical fact contained in this Form 10-Q and other
periodic reports filed by PHI, Inc. (the Company or PHI) under the Securities Exchange Act of
1934 and other written or oral statements made by it or on its behalf, are forward-looking
statements. When used herein, the words anticipates, expects, believes, goals, intends,
plans, projects and similar words and expressions are intended to identify forward-looking
statements. Forward-looking statements are based on a number of assumptions about future events
and are subject to significant risks, uncertainties, and other factors that may cause the Companys
actual results to differ materially from the expectations, beliefs, and estimates expressed or
implied in such forward-looking statements. Although the Company believes that the assumptions
underlying the forward-looking statements are reasonable, no assurance can be given that such
assumptions will prove correct or even approximately correct. Factors that could cause the
Companys results to differ materially from the expectations expressed in such forward-looking
statements include but are not limited to the following: unexpected variances in flight hours, the
effect on demand for our services caused by volatility of oil and gas prices and the level of
exploration and production activity in the Gulf of Mexico, the effect on our operating costs of
volatile fuel prices, the availability of capital required to acquire aircraft, environmental
risks, hurricanes and other adverse weather conditions, the activities of our competitors, changes
in government regulation, unionization, operating hazards, risks related to operating in foreign
countries, the ability to obtain adequate insurance at an acceptable cost and the ability of the
Company to develop and implement successful business strategies. For a more detailed description
of risks, see the Risk Factors section in Item 1.A. of our Form 10-K for the year ended December
31, 2007 (the 2007 Form 10-K). All forward-looking statements in this document are expressly
qualified in their entirety by the cautionary statements in this paragraph and the Risk Factors
section of our 2007 Form 10-K. PHI undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Overview
Operating revenues for the three months ended March 31, 2008 were $117.1 million, compared to
$101.8 million for the three months ended March 31, 2007, an increase of $15.3 million. Oil and
Gas operating revenues increased $9.3 million for the quarter ended March 31, 2008, due to an
increase in contracted medium and heavy aircraft and an increase in medium and heavy aircraft
flight hours offset in part by decreases in light aircraft flight hours. Operating revenues in the
Air Medical segment increased $5.7 million due to rate increases and increased patient transports.
In addition, operating revenues in both segments were adversely affected by the pilots strike in
the prior year quarter. Technical Services operating revenues increased $0.4 million.
Flight hours for the quarter ended March 31, 2008 were 34,147, compared to 33,486 for the quarter
ended March 31, 2007. The increase was primarily due to increased flight hours associated with
increased patient transports in the Air Medical segment. There was a net decrease in flight hours
in Oil and Gas operations due to decreases in light aircraft flight hours and flight hours in
international operations. Although there was a net decrease in flight hours, operating revenues
increased due
17
to the higher rates associated with medium and heavy aircraft, and also due to the increase in
contracted aircraft.
Oil and Gas segments operating income was $15.0 million for the quarter ended March 31, 2008,
compared to $7.5 million for the quarter ended March 31, 2007. The increase of $7.5 million was
primarily due to the increase in operating revenues as described above. Operating income for the
Air Medical segment was $0.1 million for the quarter ended March 31, 2008, compared to an operating
loss of $2.2 million for the quarter ended March 31, 2007. The $2.3 million improvement was due to
an increase in operating revenues of $5.7 million related to increased patient transports, offset
by a $3.4 million increase in direct expense and selling, general and administrative expenses
combined. In addition, both the Oil and Gas and Air Medical segments were adversely affected by
the pilots strike in the prior year quarter. Technical Services operating income increased $0.4
million.
Net earnings for the quarter ended March 31, 2008 were $6.6 million, or $0.43 per diluted share,
compared to $0.7 million for the quarter ended March 31, 2007, or $0.04 per diluted share. Pre-tax
earnings were $10.9 million for the quarter ended March 31, 2008, compared to $1.1 million for the
same period in 2007. Earnings for the quarter ended March 31, 2008 included a pre-tax gain on
disposition of assets, net, of $2.9 million. Earnings for the quarter ended March 31, 2007 also
included a pre-tax gain on disposition of assets, net, of $2.5 million.
Effective July 1, 2007, we changed the estimated residual value of certain aircraft from 40% to
54%. We believe the revised amounts reflect our historical experience and more appropriately match
costs over the estimated useful lives and salvage values of these assets. The change in residual
values of certain aircraft was based on our experience in sales of such aircraft and industry data
which indicated that these aircraft were retaining on average a salvage value of at least 54% by
model type. The effect of this change for the quarter ended March 31, 2008 was a reduction in
depreciation expense of $0.8 million ($0.5 million after tax, or $0.03 per diluted share).
We sold one medium aircraft that was not in our long term growth plan during the quarter ended
March 31, 2008. We plan to sell approximately ten aircraft in 2008, which will primarily be light
aircraft. Following the sale of these light aircraft, we do not believe further sales are needed
for the foreseeable future. We have also taken delivery of one light aircraft during the quarter
ended March 31, 2008.
At March 31, 2008, we had an order for six additional transport category aircraft at an approximate
cost of $127.4 million with delivery dates throughout 2008 and 2009. We also had orders for 23
medium and light aircraft for service primarily in the Oil and Gas segment, although we plan to
assign certain of these to the Air Medical segment when growth opportunities are identified. The
total cost of these aircraft is $126.5 million with delivery dates scheduled throughout 2008 and
2009. We intend to fund these aircraft from existing cash, short-term investments, and operating
leases.
Recently, we received contract awards from various customers for operations in the Gulf of Mexico.
In total, 18 aircraft are required for these awards consisting of light, medium and heavy aircraft.
Thirteen of the aircraft are for production projects on the Continental Shelf and Deepwater
locations, with the remaining five aircraft dedicated to drilling commitments. Once fully
operational, these additions are expected to contribute approximately 4,500 flight hours per
quarter. The effect of these new contracts is expected to commence primarily in the second quarter
of 2008, and the full effect is expected to be reflected in the third quarter 2008.
Additionally, the Air Medical segment was recently awarded two hospital-based programs that include
three PHI aircraft and three customer aircraft. Further, the Air Medical segment also opened five
additional community-based programs. The total flight hour effect is expected to be approximately
1,100 hours per quarter and is expected to commence by May 2008.
18
Operating Statistics
The following tables present non-financial operational statistics for the quarters ended March 31,
2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Flight hours: |
|
|
|
|
|
|
|
|
Oil and Gas |
|
|
24,831 |
|
|
|
26,086 |
|
Air Medical |
|
|
8,675 |
|
|
|
6,992 |
|
Technical Services |
|
|
641 |
|
|
|
408 |
|
|
|
|
|
|
|
|
Total |
|
|
34,147 |
|
|
|
33,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Air Medical Transports (1) |
|
|
5,480 |
|
|
|
4,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft operated at period end: |
|
|
|
|
|
|
|
|
Oil and Gas |
|
|
152 |
|
|
|
164 |
|
Air Medical |
|
|
83 |
|
|
|
71 |
|
Technical Services |
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
|
Total (2) |
|
|
239 |
|
|
|
239 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents individual patient transports for the period. Flight hours for these transports
are included above. |
|
(2) |
|
Includes 14 aircraft as of March 31, 2008 and 12 aircraft as of March 31, 2007 that are
customer owned. |
Quarter Ended March 31, 2008 compared with Quarter Ended March 31, 2007
Combined Operations
Revenues Operating revenues for the three months ended March 31, 2008 were $117.1
million, compared to $101.8 million for the three months ended March 31, 2007, an increase of $15.3
million, or 15%. Oil and Gas operating revenues increased $9.3 million for the quarter ended March
31, 2008, due to an increase in medium and heavy contracted aircraft and flight hours offset in
part by decreases in light aircraft flight hours. Operating revenues in the Air Medical segment
increased $5.7 million due to rate increases and increased patient transports. In addition,
operating revenues in both the Oil and Gas and Air Medical segments were adversely affected by the
pilots strike in the prior year quarter. There was an increase in Technical Services operating
revenues of $0.4 million.
Total flight hours were 34,147 for the three months ended March 31, 2008, compared to 33,486 for
the three months ended March 31, 2007. Flight hours in the Oil and Gas segment were 24,831 for the
three months ended March 31, 2008, compared to 26,086 for three months ended March 31, 2007, a
decrease of 1,255 flight hours. Although flight hours decreased in the Oil and Gas segment,
revenues increased due to the higher rates associated with medium and heavy aircraft. Air Medical
segment flight hours for the three months ended March 31, 2008 were 8,675 compared to 6,992 for the
three months ended March 31, 2007, an increase of 1,683 flight hours. This increase was related to
higher patient transport volume.
Other Income and Gains Gain on disposition of assets was $2.9 million for the three
months ended March 31, 2008, compared to a gain of $2.5 million for the three months ended March
31, 2007. These amounts represent gains on sales of aircraft that no longer meet our strategic
needs.
Other income was $0.3 million for the three months ended March 31, 2008, compared to $1.7 million
for the three months ended March 31, 2007, and primarily represented interest income on unspent
proceeds
19
from our April 2006 stock offering. A substantial portion of those proceeds have now been spent on
acquiring new aircraft, resulting in the decrease in interest income. In addition recent decreases
in interest rates have also affected interest income.
Direct Expenses Direct operating expense was $98.2 million for the three months ended
March 31, 2008, compared to $93.2 million for the three months ended March 31, 2007, an increase of
$5.0 million. This increase was due to increases in employee compensation expense ($2.5 million),
due primarily to compensation increases including incentive and safety compensation accruals;
increased aircraft lease expense ($1.0 million); and increased aircraft warranty costs ($2.2
million) due to additional aircraft added to the fleet. Other items decreased, net ($0.7 million).
These items are discussed in more detail in the Segment Discussion below.
Selling, General, and Administrative Expenses Selling, general and administrative
expenses were $7.4 million for the three months ended March 31, 2008, compared to $7.5 million for
the three months ended March 31, 2007, a decrease of $0.1 million.
Interest Expense Interest expense was $3.8 million for the three months ended March 31,
2008, compared to $4.1 million for the three months ended March 31, 2007. The decrease was due to
a decrease in borrowings under our revolving line of credit.
Income Taxes Income tax expense for the three months ended March 31, 2008 was $4.4
million compared to $0.4 million for the three months ended March 31, 2007. The effective tax rate
was 40.0% for the three months ended March 31, 2008, compared to 37.7% for the three months ended
March 31, 2007. The decrease in the effective tax rate was due to certain tax credits recorded in the prior year quarter.
Earnings Our net income for the three months ended March 31, 2008 was $6.6 million
compared to $0.7 million for the three months ended March 31, 2007. Earnings before income taxes
for the three months ended March 31, 2008, were $10.9 million compared to $1.1 million for the same
period in 2007. Earnings per diluted share were $0.43 for the current quarter compared to earnings
per diluted share of $0.04 for the prior year quarter. We had 15.3 million common shares
outstanding during the three months ended March 31, 2008 and March 31, 2007. Included in earnings
before tax for the quarter ended March 31, 2008 are gains on disposition of assets of $2.9 million.
There were $2.5 million of gains on disposition of assets in the first quarter of 2007.
Segment Discussion
Oil and Gas Oil and Gas segment revenues were $74.6 million for the three months ended March 31,
2008, compared to $65.3 million for the three months ended March 31, 2007, an increase of $9.3
million or 14%. Flight hours were 24,831 for the current quarter compared to 26,086 for the same
quarter in the prior year. Although overall flight hours decreased due to a reduction of light
aircraft flight hours, flight hours related to medium and heavy aircraft increased resulting in a
net increase in operating revenues. There was also an increase in segment revenues due to an
increase in contracted medium and heavy aircraft and also due to certain contractual rate
increases. Additionally, in the prior year quarter, operating revenues were adversely impacted by
the effects of the pilots strike.
The number of aircraft in the segment was 152 at March 31, 2008, compared to 164 aircraft at March
31, 2007. We have sold or disposed of 17 aircraft in the Oil and Gas segment since March 31, 2007,
consisting of four light, nine medium, and four heavy aircraft. We also transferred six light
aircraft to the Air Medical segment. We have added 11 new aircraft to the Oil and Gas segment
since March 31, 2007, consisting of nine medium, and two heavy aircraft. We have a total of 22
aircraft on order for delivery in 2008 and 2009 for the Oil and Gas segment, although certain of
the light aircraft on order are expected to be assigned to the Air Medical segment as growth
opportunities are identified.
20
Direct expense in our Oil and Gas segment was $59.3 million for the three months ended March 31,
2008, compared to $57.4 million for the three months ended March 31, 2007, an increase of $1.9
million. Fuel expenses increased ($1.6 million) as a result of rising fuel costs. Reimbursement
of a portion of fuel costs above a contracted per gallon amount is included in revenue and total
fuel cost is included in direct expense. Aircraft warranty costs increased ($1.6 million) due to
additional aircraft added to the fleet. All new aircraft come with a manufacturers warranty that
covers defective parts. The increase in our warranty cost is related to an additional warranty
that we purchase from the manufacturer on certain aircraft to cover replacement or refurbishment of
aircraft parts in accordance with manufacturer specifications. We pay a monthly fee to the
manufacturer based on flight hours for the aircraft that are covered under this warranty. In
return, the manufacturer provides replacement parts required for maintaining the aircraft.
Aircraft parts usage decreased ($1.7 million) due to decreased flight hour activity. Employee
costs increased ($0.7 million) and other operating expenses decreased, net ($0.3 million).
Selling, general and administrative expenses were $0.3 million for the three months ended March 31,
2008, compared to $0.4 million for the three months ended March 31, 2007.
Our Oil and Gas segments operating income was $15.0 million for the three months ended March 31,
2008, compared to $7.5 million for the three months ended March 31, 2007. The $7.5 million
increase was due to the increase in revenues of $9.3 million, offset by the increase in direct
expenses of $1.8 million. Operating margins were 20% for the three months ended March 31, 2008,
compared to 11% for the three months ended March 31, 2007, primarily due to increased revenues as a
result of increased medium and heavy contracted aircraft and increased medium and heavy aircraft
flight hours and contractual rate increases.
Air Medical Air Medical segment revenues were $39.3 million for the three months ended March 31,
2008, compared to $33.5 million for the three months ended March 31, 2007, an increase of $5.8
million. The increase was primarily related to rate increases and an increase in patient
transports, which was 5,480 for the three months ended March 31, 2008, compared to 4,922 for the
three months ended March 31, 2007. Additionally, in the prior year quarter, operating revenues were
adversely impacted by the effects of the pilots strike.
Flight hours were 8,675 for the three months ended March 31, 2008, compared to 6,992 for the three
months ended March 31, 2007. The number of aircraft in the segment was 83 at March 31, 2008,
compared to 71 at March 31, 2007. Since March 31, 2007, we have sold six light aircraft and added
17 light and one fixed wing aircraft in the Air Medical segment.
Direct expenses in our Air Medical segment were $37.1 million for the three months ended March 31,
2008, compared to $33.8 million for the three months ended March 31, 2007. The $3.3 million
increase was due to increases in employee costs ($2.4 million) primarily due to employee
compensation increases including incentive and safety compensation accruals, aircraft warranty
costs ($0.5 million) as additional aircraft were added to manufacturers warranty programs, fuel
expenses ($0.2 million) due to increased fuel costs, and other items, net ($0.2 million).
Selling, general and administrative expenses were $2.1 million for the three months ended March 31,
2008, compared to $1.9 million for the three months ended March 31, 2007. Air Medical operations
are headquartered in Phoenix, Arizona, where we maintain significant separate facilities and
administrative staff dedicated to this segment. Those costs are charged directly to the Air
Medical segment, resulting in higher selling, general and administrative expenses as compared to
our other reportable segments.
Our Air Medical segments operating income was $0.1 million for the three months ended March 31,
2008, compared to an operating loss of $2.2 million for the three months ended March 31, 2007. The
operating margin was less than 1.0% for the three months ended March 31, 2008, compared to a loss
of
21
7.0% for the three months ended March 31, 2007. This increase was primarily due to increased
patient revenues as a result of increased transports and rate increases initiated in 2007.
Operating margins in our Air Medical segment have been lower compared to our other segments,
largely due to our expansion of this segment. From early 2004 to mid 2006, we substantially
increased the number of aircraft and locations in this segment. It takes some time for new
locations to grow revenues to a level that will cover their costs and produce operating income.
The pilots strike also adversely affected progress in achieving better margins in this segment.
Based on the volume of transports in the first quarter of 2008, we expect operating margins in this
segment to continue to improve. Margins in this segment can also be affected by adverse weather
conditions, which reduces volume, and by the payor mix.
Technical Services Technical Services revenues were $3.3 million for the three months ended March
31, 2008, compared to $2.9 million for the three months ended March 31, 2007.
Direct expenses in our Technical Services segment were $1.9 million for the three months ended
March 31, 2008, compared to $2.0 million for the three months ended March 31, 2007.
Our Technical Services segments operating income was $1.4 million for the three months ended March
31, 2008, compared to operating income of $0.9 million for the three months ended March 31, 2007.
Technical Services provides maintenance and repairs performed for our existing customers that own
their aircraft. These services are generally labor intensive with higher operating margins as
compared to other segments. In addition, the Technical Services segment also conducts flight
operations which are unrelated to the other segments. In the current quarter, there were flight
operations for the National Science Foundation in Antarctica. Also, the segment was recently
awarded a flight operations contract in the mining industry for one light and one medium aircraft,
with full operations to commence during the second quarter of 2008.
Liquidity and Capital Resources
General
Our ongoing liquidity requirements arise primarily from the funding of working capital needs, such
as the acquisition or leasing of aircraft, the maintenance and refurbishment of aircraft,
improvement of facilities, and acquisition of equipment and inventory. Our principal sources of
liquidity historically have been net cash provided by our operations and borrowings under our
revolving credit facility, as augmented in recent years by the issuance of our Senior Notes in
2002, which were refinanced in 2006, and the sale of non-voting common stock in 2005 and 2006. To
the extent we do not use cash, short-term investments or borrowings to finance our aircraft
acquisitions, we can typically enter into operating leases.
Cash Flow
Our cash position was $1.4 million at March 31, 2008 and December 31, 2007. Short-term investments
were $56.3 million at March 31, 2008, compared to $63.0 million at December 31, 2007. Working
capital was $173.4 million at March 31, 2008, as compared to $176.6 million at December 31, 2007, a
decrease of $3.2 million. The decrease in working capital was primarily a result of a decrease in
short-term investments of $6.7 million and an increase in inventory of $2.3 million. The decrease
in short-term investments was due to the acquisition of aircraft.
Net cash provided by operating activities was $11.2 million for the quarter ended March 31, 2008,
compared to net cash used of $8.7 million for the quarter ended March 31, 2007, an increase of
$19.9
22
million. The increase was due primarily to changes in operating assets and liabilities of $12.0
million due to a decrease in assets held for sale of $8.0 million and changes in accounts payable
and accrued liabilities of $4.0 million. In addition, the increase was due to an increase in net
earnings of $5.9 million as a result of increased revenues in the Oil and Gas segment due to
increased medium and heavy contracted aircraft and flight hours and an increase in Air Medical
segment margins revenues due to increased transports. Also there was a decrease in depreciation
and amortization expense of $1.4 million and an increase in the deferred tax provision of $3.8
million. Other non-current assets increased by $10.3 million due to deposits on aircraft of $11.5
million. Capital expenditures were $12.2 million for the quarter ended March 31, 2008 compared to
$34.2 million for the quarter ended March 31, 2007. Capital expenditures for 2008 included $10.8
million for aircraft purchases, upgrades, and refurbishments. Capital expenditures for 2007
included $32.7 million for aircraft purchases, upgrades, and refurbishments. Gross proceeds from
aircraft sales were $4.0 million for 2008 compared to $4.7 million for 2007.
Credit Facility
We have a $50 million revolving credit facility with a commercial bank that expires on September 1,
2010. At March 31, 2008, we had $1.8 million in borrowings and $4.6 million in letters of credit
outstanding under the facility. The facility includes covenants related to working capital, funded
debt to net worth, and consolidated net worth. As of March 31, 2008, we were in compliance with
these covenants. Subsequent to March 31, 2008, we repaid the $1.8 million borrowings under the
revolving credit facility.
Contractual Obligations
At March 31, 2008, we had an order for six additional transport category aircraft at an approximate
cost of $127.4 million with delivery dates throughout 2008 and 2009. We also had orders for 23
medium and light aircraft for service primarily in the Oil and Gas segment, although certain of
these may be assigned to the Air Medical segment as growth opportunities are identified. The total
cost of these aircraft is $126.5 million with delivery dates scheduled throughout 2008 and 2009.
We intend to fund these aircraft from existing cash, short-term investments, and operating leases.
The table below sets out our contractual obligations as of March 31, 2008 related to our revolving
credit facility, operating lease obligations, the 7.125% Senior Notes due 2013, as well as our
aircraft purchase commitments. The operating leases are not recorded as liabilities on our balance
sheet, but payments are treated as an expense as incurred. Each contractual obligation included in
the table contains various terms, conditions, and covenants that, if violated, accelerate the
payment of that obligation. We currently lease 18 aircraft included in the lease obligations
below.
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Due by Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beyond |
|
|
|
Total |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2012 |
|
|
|
(Thousands of dollars) |
|
New aircraft purchase
commitments (1) |
|
$ |
126,515 |
|
|
$ |
74,795 |
|
|
$ |
51,720 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
New aircraft purchase
commitments (2) |
|
|
127,407 |
|
|
|
20,256 |
|
|
|
107,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Existing aircraft lease
obligations |
|
|
164,581 |
|
|
|
13,705 |
|
|
|
18,274 |
|
|
|
18,876 |
|
|
|
20,144 |
|
|
|
20,811 |
|
|
|
72,771 |
|
Other lease
obligations |
|
|
20,580 |
|
|
|
2,617 |
|
|
|
2,749 |
|
|
|
2,378 |
|
|
|
1,959 |
|
|
|
1,508 |
|
|
|
9,369 |
|
Long-term debt |
|
|
201,800 |
|
|
|
1,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
634,883 |
|
|
$ |
113,173 |
|
|
$ |
173,894 |
|
|
$ |
21,254 |
|
|
$ |
22,103 |
|
|
$ |
22,319 |
|
|
$ |
282,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These commitments are for aircraft that we intend to fund from existing cash,
short-term investments, and operating leases. |
|
(2) |
|
These commitments are for aircraft that we intend to finance with an operating lease.
Once the leases are entered into, the lease payments will be made over the term of the
leases. |
New Accounting Pronouncements
For a discussion of applicable new accounting pronouncements, see Note 7 to the Condensed
Consolidated Financial Statements.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market value of our 7.125% Senior Notes will vary as changes occur to general market interest
rates, the remaining maturity of the notes, and our credit worthiness. At March 31, 2008, the
market value of the notes was approximately $183.5 million, based on quoted market indications.
Item 4. CONTROLS AND PROCEDURES
The Companys management, with the participation of our Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by
this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that the design and operation of our disclosure controls and procedures were
effective as of such date to provide assurance that information required to be disclosed by the
Company in the reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission, including assurance that such information is
accumulated and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding disclosure.
There have been no changes in our internal control over financial reporting that occurred during
our most recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
24
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
For information regarding Legal Proceedings, see Item 3 of our 2007 Form 10-K. There have been no
material developments regarding those proceedings and no new material legal proceedings.
Item 1. A. RISK FACTORS
There have been no material changes from the Risk Factors in Item 1.A. of our 2007 Form 10-K.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS
|
3.1 |
(i) |
Amended and Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit No. 3.1(i) to PHIs Report on Form 10-Q for the quarterly
period ended June 30, 2006). |
|
|
|
(ii) |
Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.1 to PHIs Report on Form 8-K filed December 18, 2007). |
|
|
4.1 |
Amended and Restated Loan Agreement dated as of March 31, 2008 by and among
PHI, Inc., Air Evac Services, Inc., PHI Tech Services, Inc. (formerly Evangeline
Airmotive, Inc.), and International Helicopter Transport, Inc. and Whitney National
Bank. |
|
|
4.2 |
Indenture dated April 12, 2006 among PHI, Inc., the Subsidiary Guarantors named
therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 10.2
to PHIs Report on Form 8-K filed on April 13, 2006). |
|
|
4.3 |
First Supplemental Indenture dated April 12, 2006, among PHI, Inc., the
Subsidiary Guarantors named therein and The Bank of New York, as Trustee (incorporated
by reference to Exhibit 10.1 to PHIs Report on Form 8-K filed on April 13, 2006). |
|
|
31.1 |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Al
A. Gonsoulin, Chairman and Chief Executive Officer. |
25
|
31.2 |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by
Michael J. McCann, Chief Financial Officer. |
|
|
32.1 |
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Al
A. Gonsoulin, Chairman and Chief Executive Officer. |
|
|
32.2 |
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
Michael J. McCann, Chief Financial Officer. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
PHI, Inc. |
|
|
|
|
|
May 8, 2008
|
|
By:
|
|
/s/ Al A. Gonsoulin |
|
|
|
|
|
|
|
Al A. Gonsoulin |
|
|
Chairman and Chief Executive Officer |
|
|
|
|
|
May 8, 2008
|
|
By:
|
|
/s/ Michael J. McCann |
|
|
|
|
|
|
|
Michael J. McCann |
|
|
Chief Financial Officer |
26
EXHIBIT INDEX
|
3.1 |
(i) |
Amended and Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit No. 3.1(i) to PHIs Report on Form 10-Q for the quarterly
period ended June 30, 2006). |
|
|
|
(ii) |
Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.1 to PHIs Report on Form 8-K filed December 18, 2007). |
|
|
4.1 |
Amended and Restated Loan Agreement dated as of March 31, 2008 by and among
PHI, Inc., Air Evac Services, Inc., PHI Tech Services, Inc. (formerly Evangeline
Airmotive, Inc.), and International Helicopter Transport, Inc. and Whitney National
Bank. |
|
|
4.2 |
Indenture dated April 12, 2006 among PHI, Inc., the Subsidiary Guarantors named
therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 10.2
to PHIs Report on Form 8-K filed on April 13, 2006). |
|
|
4.3 |
First Supplemental Indenture dated April 12, 2006, among PHI, Inc., the
Subsidiary Guarantors named therein and The Bank of New York, as Trustee (incorporated
by reference to Exhibit 10.1 to PHIs Report on Form 8-K filed on April 13, 2006). |
|
|
31.1 |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Al
A. Gonsoulin, Chairman and Chief Executive Officer. |
|
|
31.2 |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by
Michael J. McCann, Chief Financial Officer. |
|
|
32.1 |
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Al
A. Gonsoulin, Chairman and Chief Executive Officer. |
|
|
32.2 |
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
Michael J. McCann, Chief Financial Officer. |