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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From .......... to ..........
Commission File No. 0-9827
PETROLEUM HELICOPTERS, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-0395707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5728 Jefferson Highway
P.O. Box 23502, New Orleans, 70183
Louisiana (Address of (Zip Code)
principal executive office)
Registrant's telephone number, including area code:(504)733-6790
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Voting Common Stock
Non-Voting Common Stock
(Title of Each Class)
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 X No
State the aggregate market value of the voting stock held by non-affiliates
of the registrant.
Date Amount
June 22, 1995 $11,700,000
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Voting Common Stock.......2,864,760 shares outstanding as of July 10, 1995.
Non-Voting Common Stock...2,200,830 shares outstanding as of July 10, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be used in
connection with its 1995 Annual Meeting of Shareholders will be, upon filing
with the Commission, incorporated by reference into Part III of this
Form 10-K.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
PART I
Item 1. Business.
General
The Company was incorporated as a Delaware corporation in 1949
and, as more fully described below, was reincorporated as a
Louisiana corporation on October 26, 1994. Since its inception,
the Company's primary business has been to transport personnel, and
to a lesser extent parts and equipment, to, from, and among
offshore platforms for customers engaged in the oil and gas
exploration, development, and production industry. During the most
recent fiscal year, approximately 67% of the Company's operating
revenues was generated by oil and gas transportation services in
federal and state waters offshore of the States of Louisiana,
Texas, Florida, Alabama, Mississippi, and California ("Domestic Oil
and Gas Programs"). Approximately 71% and 75% of operating
revenues were derived from Domestic Oil and Gas Programs in fiscal
1994 and 1993, respectively.
The Company's international business consists of offshore and
onshore helicopter transportation services and fixed wing services
to the global oil and gas industry ("International Oil and Gas
Programs"). International Oil and Gas Programs contributed 10% of
operating revenues in fiscal 1995, as compared to 8% and 7% in
fiscal 1994 and 1993, respectively.
The Company's aeromedical transportation services for
hospitals and medical programs ("Aeromedical Services Programs")
accounted for 15% of operating revenues in fiscal 1995.
Aeromedical Services Programs generated 12% and 9% of operating
revenues in fiscal 1994 and 1993, respectively.
Aircraft maintenance services provided to outside parties
("Technical Services Programs") constituted the majority of the
remaining 8% of fiscal 1995 operating revenues.
Demand for the Company's helicopter services is strongly
influenced by oil and gas, exploration, development, and production
activities. These activities are greatly affected by oil and gas
prices. Helicopters perform a fast, efficient, reliable, and safe
method of transportation under a broad range of environmental and
operational conditions, especially offshore and in remote areas.
Each of the Company's fourteen principal types of helicopters is
available on an hourly, weekly, or monthly basis.
The Company maintains master operating agreements with each of
its major oil industry customers, which set forth general rights
and duties of the Company and the customer. Although the Company
is a party to a number of oil and gas industry contracts with a
term of one year or more, services are generally provided pursuant
to monthly extensions of these operating agreements, and prices are
fixed for each contract extension. Contracts for aeromedical and
foreign business are generally entered into for longer terms.
Charges under operating agreements are generally based on
fixed monthly fees and additional hourly charges for actual flight
time. Because the Company is compensated in part by flight hour,
prolonged adverse weather conditions that result in reduced flight
hours can adversely affect results of operations. See "- Weather
and Seasonal Aspects."
On October 26, 1994 the Company was reincorporated as a
Louisiana corporation by merger into a wholly owned subsidiary of
the Company incorporated in Louisiana. The merger did not involve
any change in name, business, or management of the Company, but did
change the law applicable to its corporate affairs from that of
Delaware to that of Louisiana and resulted in the adoption of new
Articles of Incorporation and By-laws. Additionally, the par value
of the Company's voting and non-voting common stock was changed
from $ .08 1/3 per share to $ .10 per share. The primary reason
for effecting the change was to save the Company approximately $
60,000 per year in Delaware franchise taxes, a state in which the
Company transacted essentially no business.
Weather and Seasonal Aspects
Poor visibility, high winds and heavy precipitation can affect
the safe use of helicopters and result in a reduced number of
flight hours. Since a significant portion of the Company's
revenues is dependent on actual flight hours and a substantial
portion of the Company's costs is fixed, prolonged periods of
adverse weather can materially and adversely affect the Company's
operating revenues and net earnings.
In the Gulf of Mexico, the months of December through February
have more days of adverse weather conditions and fewer hours of
daylight than the other months of the year. Consequently, flight
hours are generally lower than at other times of the year, which
typically results in a reduction in revenues from operations
during those months.
The Company currently operates 37 aircraft equipped to fly
pursuant to instrument flight rules (IFR) in the Gulf of Mexico,
which enables these aircraft, when manned by IFR rated pilots and
co-pilots, to make flights at times when poor visibility prevents
flights by aircraft that can fly only by visual flight rules (VFR).
Poor visibility is the most common of the adverse weather
conditions that affect the Company's operations.
Safety and Insurance
The operation of helicopters inherently involves a degree of
risk. Hazards, such as aircraft accidents, collisions, fire and
adverse weather, are inherent in the business of providing
helicopter services to the offshore oil and gas industry and others
and may result in losses of equipment and revenues. The Company's
safety record is very favorable in comparison to the record for all
United States operators as reflected in industry publications.
The Company is also subject to the federal Occupational Safety
and Health Act ("OSHA") and similar state statutes. The Company
has an extensive safety and health program and employs a safety
staff, including a certified safety professional in the field of
comprehensive practice, who is also a registered environmental
professional. The primary functions of the safety staff are to
develop Company policies that meet or exceed the safety standards
set by OSHA, train Company personnel and make daily inspections of
safety procedures to insure their compliance with Company policies
on safety. All personnel are required to attend safety training
meetings at which the importance of full compliance with safety
procedures is emphasized. The Company believes that it meets or
exceeds all OSHA requirements and that its operations do not expose
its employees to unusual health hazards.
The Company maintains hull and liability insurance on its
helicopters, which generally insures the Company against physical
loss of, or damage to, its helicopters and against certain legal
liabilities to others. In addition, the Company carries war risk,
expropriation, confiscation and nationalization insurance for
helicopters involved in international operations. In some limited
instances the Company is covered by indemnity agreements from large
oil companies in lieu of or in addition to its insurance. The
Company's helicopters are not insured for loss of use. While the
Company believes it is adequately covered by insurance and
indemnification arrangements, the loss, expropriation or
confiscation of, or severe damage to, a material number of its
helicopters could adversely affect revenues and profits.
Government Regulation
As a commercial operator of helicopters, the Company's flight
and maintenance operations are subject to regulation by the Federal
Aviation Administration (the "FAA") pursuant to the Federal
Aviation Act of 1958 (the "Federal Aviation Act"). The FAA has
authority to exercise jurisdiction over personnel, aircraft, ground
facilities and other aspects of the Company's business.
The Company transports personnel and property in its
helicopters pursuant to an FAR 135 Air Taxi certificate granted by
the FAA. This certificate contains operating specifications that
allow the Company to conduct its present operations but are subject
to amendment, suspension and revocation in accordance with
procedures set forth in the Federal Aviation Act. The Company is
not required to file tariffs showing rates, fares and other charges
with the FAA. The FAA's regulations, as currently in effect, also
require that not less than 75% of the Company's voting securities
be owned or controlled by citizens of the United States or one of
its possessions, and that the president and at least two-thirds of
the directors of the Company are United States citizens. The
Company's president and all of its directors are United States
citizens and its organizational documents provide for the automatic
reduction in voting power of each share of voting common stock
owned or controlled by a non-United States citizen if necessary to
comply with these regulations.
The National Transportation Safety Board is authorized to
investigate aircraft accidents and to recommend improved safety
standards.
The Company is also subject to the Communications Act of 1934
because of its ownership and operation of a radio communications
flight following network throughout the Gulf of Mexico and off the
coast of California.
Numerous federal statutes and rules regulate the offshore
operations of the Company and the Company's customers, pursuant to
which the federal government has the ability to suspend, curtail or
modify certain or all offshore operations. A suspension or
substantial curtailment of offshore oil and gas operations for any
prolonged period would have an immediate and materially adverse
effect on the Company. A substantial modification of current
offshore operations could adversely affect the economics of such
operations and result in reduced demand for helicopter services.
Competition
The Company's business is highly competitive. Many of the
Company's contracts are awarded after competitive bidding, and the
principal methods of competition are price, reliability,
availability, safety, and service.
The Company believes it operates one of the largest commercial
helicopter fleets in the world. At April 30, 1995, the Company had
254 aircraft in operation. The Company operated 231 helicopters in
the United States, of which 199 were operated in Domestic Oil and
Gas Programs and 32 were operated in the Company's Aeromedical
Services Programs. The Company is the largest operator of
helicopters in the Gulf of Mexico and believes there are
approximately 4 competitors operating in the Gulf of Mexico market.
Certain of the Company's customers and potential customers in
the oil industry operate their own helicopter fleets; however, oil
companies traditionally contract for most specialty services
associated with offshore operations, including helicopter services.
Employees
As of April 30, 1995, the Company employed a total of 1,649
people. The Company believes its employee relations to be
excellent, and it has never experienced a work stoppage. None of
the Company's employees is covered by union contracts.
Customers
The Company's principal customers are major oil companies.
The Company also serves independent exploration and production
concerns, oil and gas service companies, hospitals and medical
programs, and government agencies. The Company's largest customer,
Shell Oil Company, accounted for more than 10% of the Company's
operating revenues in fiscal 1995. The Company's five largest
customers accounted for 33% of operating revenues in fiscal 1995.
Division managers of customer oil companies, who are
responsible for a majority of contract services in connection with
offshore oil activities, generally contract for helicopter
services. Many oil companies also employ directors of aviation to
evaluate the capabilities and safety performance of companies
providing helicopter services and make recommendations to division
managers. Company management and operations specialists are in
regular contact with division managers and directors of aviation in
connection with both existing service contracts and potential new
business.
Environmental Matters
The Company is subject to federal, state and local
environmental laws and regulations that impose limitations on the
discharge of pollutants into the environment and establish
standards for the treatment, storage and disposal of toxic and
hazardous wastes.
The Company's operations produce a limited amount of
industrial waste products and certain hazardous waste. The
Company's industrial waste products, which consist principally of
residual petroleum and metal refinishing waste, are transported to
third party disposal sites that are licensed to handle such
materials.
The Company has procedures to provide ongoing assurance that
it is in compliance with environmental regulations. As a result of
these procedures, the Company has identified possible fuel
contamination at three of its domestic sites. On the basis of
preliminary information, a provision of $ 200,000 for environmental
related costs was made in its 1995 accounts. The Company has begun
a comprehensive review of all sites for possible fuel contamination
and will conduct technical assessments where appropriate. The
Company will accrue remediation expenses, if any, as these reviews
are completed.
Item 2. Properties
Fleet Utilization
As of April 30, 1995, 84% of the Company's aircraft were
actively assigned as compared with 76% as of April 30, 1994 and
1993.
Equipment
Certain information as of April 30, 1995 regarding the
Company's fleet is set forth in the following table:
Number Cruise Appr.
Manufacturer Type in Fleet Engine Passengers Speed Range
(mph) (miles)
Bell 206L-I 51 Turbine 6 130 310
206L-III 47 Turbine 6 130 310
206L-IV 4 Turbine 6 130 310
206B-III 27 Turbine 4 120 300
212(1) 9 Twin Turbine 13 115 300
214ST(1) 3 Twin Turbine 18 155 450
230(1) 1 Twin Turbine 8 160 370
412(1) 17 Twin Turbine 13 135 335
Boelkow BK-117 10 Twin Turbine 6 135 255
BO-105 36 Twin Turbine 4 135 270
Aerospatiale AS355F -
Twin Star 11 Twin Turbine 5 135 385
AS350 B2 4 Twin Turbine 5 140 385
Sikorsky S-76(1) 20 Twin Turbine 12 150 400
McDonnell-
Douglas MD900 2 Twin Turbine 6 155 336
---
242
===
______________
(1) Equipped to fly under instrument flight rules (IFR). All
other types listed can only fly under visual flight rules
(VFR). See Item 1. "Business - Weather and Seasonal
Aspects."
The following tables set forth additional information
regarding the helicopters owned and leased by the Company (in
thousands, except the number of helicopters):
Number of
Company Owned Net Book
Helicopters Cost Value
179 $ 162,627 $ 72,299(1)
Number of Total Rents
Company Leased Over Life Remaining
Helicopters of Lease Rents
63 $ 106,527 $ 69,326
_____________
(1) Information regarding the Company's depreciation policy is set
forth under Item 8. "Financial Statements and Supplementary
Data - Notes to Consolidated Financial Statements, Note 1(c)."
____________________
The Company operates twelve helicopters that are owned or
leased by customers which are not reflected in the foregoing
tables. The Company also owns five fixed-wing aircraft three of
which are currently under full or part-time contract to customers.
As of April 30, 1995, the Company's commitment for principal
payments and lease payments for its present helicopter fleet
averaged $17 million each year for the next five years and an
aggregate of $22 million thereafter.
Under most leases the Company is responsible for all
insurance, taxes and maintenance expenses associated with the
helicopters, and within certain limitations, the Company can either
substitute equipment or terminate the leases in the event the
leased equipment becomes obsolete or is no longer suited for the
Company's needs. All of the Company's leases are considered
operating leases for accounting and tax purposes.
The Company also maintains an inventory of fuel and an
inventory of spare parts and components for use in repair and
maintenance of the Company's fleet. This inventory had a book
value of approximately $26 million on April 30, 1995. The Company
is a distributor or dealer for many of these parts and components,
thereby allowing it to realize significant cost savings for its
purchases.
Equipment on Order
Subsequent to year end, the Company purchased three aircraft
for an aggregate of $ 2.9 million. In addition, the Company plans
to purchase three helicopters in fiscal 1996 for a total purchase
price estimated to be $ 5 million. These purchases are subject to
PHI obtaining customer commitments.
Equipment Sales
The Company sells aircraft whenever they (i) become obsolete,
(ii) do not fit into future fleet plans, or (iii) are surplus to
the Company's needs.
The Company typically sells its helicopters for more than
their book value. The Company cannot predict, however, whether
these results will continue or whether such prices would be
realized if the Company were to sell a large number of helicopters
in a short period of time.
Facilities
The Company currently leases its executive office space in a
building owned by an affiliate of the Company in Jefferson Parish
(Metropolitan New Orleans), Louisiana. The executive offices will
relocate in August 1995 to Metairie, Louisiana (Metropolitan New
Orleans), where the Company has leased 8,107 square feet through
July 31, 2000.
The Company's principal operational facility is located on
property leased from The Lafayette Airport Commission at the
Lafayette Regional Airport in Lafayette Parish, Louisiana. The
lease covers approximately 28.2 acres and 17 buildings, with an
aggregate of approximately 135,000 square feet, housing the
Company's main operational and administrative office and main
repair and maintenance facility. The Company has options to extend
this lease until 2006.
The Company also leases property for 19 additional bases to
service the oil and gas industry throughout the Gulf of Mexico and
one base in California. Those bases that represent a significant
investment by the Company in leasehold improvements or which are
particularly important to the Company's operations are:
A. Morgan City Base (Louisiana) - containing approximately
53 acres, is under a lease that expires June 30, 1998. The Company
has built a variety of operational and maintenance facilities on
this property, including landing pads for 46 helicopters. The
Company believes that this facility is the largest commercial
heliport in the world. The Company will evaluate plans to
renegotiate the lease prior to its expiration.
B. Intracoastal City Base (Louisiana) - containing
approximately 22.5 acres under several leases in Vermillion Parish,
all with options to extend through 2001. The Company has built a
variety of operational and maintenance facilities on this property,
including landing pads for 45 helicopters.
C. Houma-Terrebonne Airport (Louisiana) - containing
approximately 13.6 acres and certain buildings leased under four
leases from the Houma-Terrebonne Airport Commission, which have
options allowing extension of the lease through 1999. The Company
will evaluate plans to renegotiate the lease prior to its
expiration. The Company has landing pads for 30 helicopters on
this property.
D. Sabine Pass (Texas) - containing approximately 22 acres
under two leases, one of which, for 1.6 acres, will expire in July
1996 and will be renegotiated at that time, and the other of which
will expire September 30, 1997 with an option to extend through
September 30, 2002. The Company has built a variety of operational
and maintenance facilities on this property, including landing pads
for 24 helicopters.
E. New Orleans (Louisiana) - containing approximately 1.5
acres, is under a lease through April 30, 2004. The location
contains significant leasehold improvements including landing pads
for 14 helicopters.
F. Venice (Louisiana) - containing approximately 8 acres,
is under a lease expiring March 31, 1996. The original lease was
executed April 1, 1973 for one year and has been extended annually
since that time. The location contains landing pads for 27
helicopters.
G. Fourchon (Louisiana) - containing approximately 8
acres, is under original lease expiring April 30, 1996 with options
to extend through April 30, 2000. The property has 10 landing
pads.
The Company's other operations-related bases in the United
States are located along the domestic Gulf of Mexico in Louisiana
at Cameron, Grand Isle, Lake Charles and Schriever; in Texas at Bay
City, Brazoria, Corpus Christi, Galveston, Port O'Connor and
Rockport; in Mississippi at Pascagoula; in New Jersey at Edison;
and in California at Santa Barbara.
The Company operates from offshore platforms which are
provided without charge by the owners of the platforms, although in
certain instances the Company is required to indemnify the owners
against loss in connection with the Company's use thereof.
Bases of operations for the Company's foreign and aeromedical
operations are generally furnished by the customer. The Company's
foreign operations are currently conducted in Angola, Argentina,
Colombia, Kazakhstan, Philippines, Singapore, Venezuela and Zaire.
Aeromedical operations are currently conducted in Arizona,
Arkansas, California, Florida, Illinois, Kentucky, Louisiana, North
Carolina, and Ohio.
Item 3. Legal Proceedings
The Company is named as a defendant in various legal actions
that have arisen in the ordinary course of its business and have
not been finally adjudicated. After consulting with legal counsel,
the Company has established accruals, which it believes adequately
provide for the anticipated results of such litigation and which
have not had a material effect on the Company's financial
condition.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during
the fourth quarter of the fiscal year ended April 30, 1995.
Item 4. (a) Executive officers of the registrant
Certain information about the executive officers of PHI is set
forth in the following table and accompanying text:
Name Age Position
Carroll W. Suggs 56 Chairman of the Board of
Directors, President, and Chief
Executive Officer
Robert D. Cummiskey, Jr. 53 Vice President - Risk Management
and Secretary
Edward Gatza 52 Vice President - Human Resources
Gerald T. Golden 52 Vice President and Director of
Operations
David P. Milling 51 Vice President and General
Manager of IHTI
Ben Schrick 54 Vice President and Chief
Operating Officer
Harold L. Summers 57 Vice President - Engineering/
Quality Assurance
John H. Untereker 45 Vice President, Chief Financial
Officer and Treasurer
Gary J. Weber 47 Vice President - International
Operations
Mrs. Suggs became Chairman of the Board in March 1990, Chief
Executive Officer in July 1992, and President in October 1994.
Mr. Cummiskey has served as Secretary since June 1992 and as
Vice President - Risk Management since October 1991. Prior to that
time, Mr. Cummiskey was a Vice President/Account Executive of
Johnson & Higgins (insurance brokers and consultants).
Mr. Gatza was named Vice President - Human Resources in
September 1994 after serving as Director of Human Resources since
April 1990.
Mr. Golden was named Vice President and Director of Operations
in March 1993. Prior to that time he served as Vice President and
Director of Corporate Development since 1991 and as Director of
Training since 1982.
Mr. Milling has served as Vice President since September 1989,
General Manager of International Helicopter Transport, Inc. (IHTI),
a wholly-owned subsidiary, since 1988.
Mr. Schrick has served as Chief Operating Officer since
September 1994, as Vice President and General Manager since January
1993 and as Vice President of Maintenance since 1990. Since 1984
Mr. Schrick has also served as Vice President of Evangeline
Airmotive, Inc., a wholly-owned subsidiary.
Mr. Summers has served as Vice President - Engineering/Quality
Assurance since 1990.
Mr. Untereker has served as Vice President, Chief Financial
Officer, and Treasurer since July 1992. From December 1987 until
July 1992, he served as Executive Vice President and Chief
Financial Officer of Lend Lease Trucks, Inc. (truck leasing, rental
and finance)/Bastion Industries (manufacturer and distributor of
packaging materials). Prior to that time, Mr. Untereker served as
controller of NL Industries, Inc. and Vice President-Finance of NL
Baroid (petroleum services and products).
Mr. Weber has served as Vice President - International
Operations since September 1989.
PART II
Item 5. Market Price for Registrant's Common Equity and
Related Shareholder Matters
The Company's voting and non-voting common stock trades on the
NASDAQ System ("NASDAQ Small Cap Issuers") under the symbols PHEL
and PHELK, respectively. The following table sets forth the range
of high and low per share bid prices, as reported by NASDAQ, and
dividend information for the Company's voting and non-voting common
stock for the fiscal quarters indicated. The quotations represent
prices in the over the counter market between dealers in
securities, do not include retail markup, markdown or commission
and may not necessarily represent actual transactions:
Voting Non-Voting
Common Stock Common Stock Dividends
Fiscal High Low High Low Per Share
Quarter
1993-94
1st Quarter 18 15 1/2 18 15 1/2 -
2nd Quarter 17 3/4 15 3/4 17 3/4 15 1/2 -
3rd Quarter 17 8 3/4 16 3/4 9 -
4th Quarter 12 3/4 9 1/2 13 9 3/4 -
1994-95
1st Quarter 12 9 1/2 12 1/4 9 3/4 -
2nd Quarter 11 1/2 10 1/4 12 9 3/4 .02
3rd Quarter 11 3/8 8 5/8 11 1/4 8 1/4 .02
4th Quarter 11 1/4 8 11 8 .02
The declaration and payment of dividends is at the discretion
of the Board of Directors, which evaluates the Company's dividend
policy quarterly. Future dividends are dependent upon, among other
things, the Company's results of operations, financial condition,
cash requirements, future prospects and other factors deemed
relevant by the Board. A credit agreement to which the Company is
a party generally restricts the declaration or payment of dividends
to 20% of net earnings for the previous four fiscal quarters. See
Item 8. "Financial Statements and Supplementary Data - Notes to
Consolidated Financial Statements, Note 2."
As of July 10, 1995, there were approximately 1,548 holders of
record of the Company's voting common stock and 136 holders of
record of the Company's non-voting common stock.
Item 6. Selected Financial Data
1995 1994 1993 1992 1991
(Thousands of Dollars, Except Per Share Amounts)
Year Ended April 30:
Operating revenues $174,397 $178,697 $177,316 $ 195,190 $ 203,728
Net earnings $ 5,182 $ 3,333 $ 2,049 $ 1,290 $ 9,106
Net earnings
per share $ .96 $ .61 $ .37 $ .24 $ 1.58
Cash dividends paid
per share $ .06 $ - $ .01 $ .08 $ .08
At April 30:
Total assets $147,108 $146,312 $141,100 $ 142,173 $ 146,359
Long-term debt $ 27,060 $ 31,849 $ 30,950 $ 38,000 $ 40,000
Working capital $ 28,606 $ 31,601 $ 31,419 $ 38,590 $ 46,439
Shareholders'equity $ 75,707 $ 75,309 $ 71,976 $ 69,982 $ 68,915
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Background
The Company commenced operations in 1949 with three
helicopters. Its primary business was to transport personnel,
parts and equipment to, from and among offshore platforms for
customers engaged in the domestic oil and gas exploration,
development, and production industry. When the oil and gas
industry expanded internationally, the Company began to focus
efforts towards the international markets.
During the early 1980's and again in the late 1980's, the
price per barrel of oil declined, which, together with increasing
U.S. environmental legislation contributed to a decline in both the
Gulf of Mexico drilling rig count and the Company's Gulf operating
revenues. In 1982, the Company operated 455 aircraft with 2,865
employees and recorded the highest revenues in its history at $ 209
million. However, by 1984, revenues had fallen to $ 166 million
and aircraft and employees totaled 403 and 2,482, respectively. In
an effort to moderate this impact, the Company began dedicated
aeromedical operations in 1984.
Following the death in 1989 of the Company's founder, Robert
L. Suggs, his wife, Carroll W. Suggs, assumed control of the
Company as Chairman of the Board. Since that time, the Company's
focus has been directed to emphasizing diversification of revenues
within the helicopter industry. The Company continued to maintain
its leadership position in helicopter transportation services to
the domestic oil and gas industry, while increasing its competitive
position internationally in the oil and gas industry and
domestically in the aeromedical services industry.
In the past six years, as the Company broadened its revenue
base, improved accountability measures were being implemented. The
Company organized into strategic business units: Domestic Oil and
Gas, Aeromedical, International, and Technical Services. Each unit
was assigned to and managed by experienced personnel with full
decision-making authority and accountability. The accountability
process was refined through improved planning, accounting, and
control systems, combined with a new reporting process that
provides management with the tools for proactive decisions using
timely and pertinent financial information. During this
implementation, the Company retained critical operational control
and the quality and safety functions centrally. The improved
structure and reporting systems have permitted management to
increase the Company's net earnings with better cost containment
and higher fleet utilization.
Today the Company maintains its position as the largest
provider of helicopter transportation services in the Gulf of
Mexico. Providing approximately 49% of all the contracted aircraft
in the Gulf of Mexico, the Company has 199 aircraft dedicated to
the market. Additionally, the Company is the fastest growing
provider of aeromedical services in the U.S. and international
initiatives for serving the global oil and gas industry have shown
steady growth. The Company currently operates 254 aircraft
worldwide and has 1,649 employees.
The following discussion of the Company's Results of
Operations and Financial Condition should be read in conjunction
with the Company's consolidated financial statements and the notes
thereto included elsewhere in this Form 10-K.
Results of Operations
Revenues
The Company generates revenues from both ongoing service
contracts with established customers and non-contract flights
referred to as Specials. Domestic Oil and Gas Programs contracts
are generally on a month to month basis and consist of a fixed fee
plus an hourly charge for actual flight time. Specials are
customer flights, primarily domestic oil and gas, provided on an as
needed basis that are not provided pursuant to ongoing contracts
and which generally carry higher rates.
International and aeromedical contracts also provide for fixed
and hourly charges, but are generally for longer terms and impose
early cancellation fees to encourage customers to fulfill the
contract term and cover the Company's additional upfront costs in
the event of early termination.
Demand for the Company's Domestic Oil and Gas Programs is
influenced by offshore oil and gas exploration, development, and
production activities in the areas in which it operates, which in
turn is affected primarily by oil and gas prices. The following
table reflects the five year trend in the offshore drilling rig
count compared to the Company's domestic oil and gas revenues:
April April April April April
1995 1994 1993 1992 1991
Active Rigs in U.S.
Gulf of Mexico 123 125 102 60 119
Domestic Oil and
Gas Revenues(millions) $116.5 $126.1 $132.7 $157.3 $172.2
Although the rig count has recovered from its 1992-1993 low,
the Company's Domestic Oil and Gas Programs revenues have continued
to decline. The current year 7.6% decline, or $ 9.6 million, from
$ 126.1 million in fiscal 1994 to $ 116.5 million in fiscal 1995
was almost entirely attributable to the loss of or reduction in
four contracts. The Company intends to aggressively pursue these
contracts when they are scheduled for renewal; however, there is
no certainty as to whether the Company's efforts will be
successful. The $ 6.6 million decline in fiscal 1994 from fiscal
1993 is evidence of increasingly competitive pricing pressures in
the industry generally and that customers are increasingly sharing
aircraft or employing aircraft on a shorter term hourly basis.
This trend began during the downturn in the rig count and is likely
to continue.
Management responded to these market conditions by expanding
marketing efforts in each of the markets the Company serves. The
Company's reputation for service and safety combined with greater
marketing emphasis has increased the Company's name recognition
while providing more opportunities to bid for new business.
The following table reflects the results of the Company's revenue
expansion program:
Years Ended April 30
1995 1994 1993 1992
Domestic Gulf. . . . . . . . 67% 71% 75% 81%
Aeromedical . . . . . . . . . 15 12 9 8
International . . . . . . . . . 10 8 7 6
Technical Services. . . . . 8 9 9 5
Aeromedical revenues increased 16%, or $ 3.4 million, from $21.9
million to $ 25.3 million in fiscal 1995. The increase resulted
from the addition of three new aeromedical programs and five aircraft
and an average 5.7% price increase in the hourly rate paid by all
aeromedical customers.
International revenues increased 23%, or $ 3.2 million, in
fiscal 1995 to $ 16.9 million from $ 13.7 million in fiscal 1994
primarily as a result of an average 20% increase in the average
price per flight hour. Although the Company had a net decrease of
two programs and three aircraft, the Company's international
operations flight hours increased 4.8% from 19,226 in 1994 to
20,144 in 1995. The Company benefited from the addition of a new
customer that participates in a joint venture with the Company and
increased activity with an existing customer.
Expenses
The Company's management accountability program has resulted
in a reduction of total expenses, improved gross margins, and
better fleet utilization. The program has focused management's
attention on cost containment throughout the entire Company.
The following table highlights the results of the
accountability program:
1995 1994 1993 1992
Number of helicopters
owned/leased/operated
at year end 254 266 268 293
Fleet utilization %. . . . 84% 76% 76% 71%
Number of employees
at year-end 1,649 1,697 1,838 2,062
Operating Margin. . . . . 12% 9% 9% 8%
____________________
Direct expenses decreased $ 8.9 million in fiscal 1995. Human
resource costs, including salaries and benefits, declined $ 3.1
million due to a reduction in staff and costs incurred in fiscal
1994 for early retirement and reduced group medical and workman's
compensation costs totalling $ 2.2 million offset by a compensation
increase of $ 1.4 million. Helicopter insurance declined $ 0.7
million primarily as a result of a completely accident free year
which reduced costs falling under the Company's deductible. Spare
parts used and helicopter rent declined $ 1.7 million and $ 1
million, respectively, related to a reduction of 9 leased and 3
owned Twinstar helicopters. The Company's safety program,
implemented in 1992, combined with its new health awareness program
have contributed significantly to reducing helicopter and employee
insurance costs and worker's compensation claims. The Company
intends to continue these programs. Direct expenses were
essentially constant in fiscal years 1994 and 1993.
Selling, general, and administrative expenses for fiscal 1995
increased 17%, or $ 1.5 million. The increase was primarily a
result of increased legal and accounting fees of $ 0.7 million,
increased air travel of $ 0.2 million, and increased consultant
fees of $ 0.2 million, all of which were primarily related to the
reincorporation of the Company from Delaware to Louisiana and the
investigation and preliminary negotiation of strategic acquisitions
which were either not successful or which the Company ultimately
determined not to pursue. Consistent with its policy of increasing
and expanding the revenue base, the Company anticipates these costs
will likely remain relatively constant in the near future as it
explores opportunities both domestically and abroad. The $ 2.9
million decrease in fiscal 1994, compared to fiscal 1993, resulted
from a 1993 $ 2.1 million senior management transition expense and
a reduction of $ 0.6 million in salaries.
Interest Expense
The Company's borrowing costs increased $ 0.4 million in
fiscal 1995 as the average interest rate paid increased 1.95% from
6.49% to 8.44%. The higher interest rate was partially offset by
lower average borrowings in the fiscal period. Borrowing costs
also increased $ 0.4 million in fiscal 1994, compared to fiscal
1993 due to higher average borrowing levels incurred for the
purchase of three additional aircraft and higher interest rates.
Taxes
PHI's effective tax rate was 41%, 40%, and 39%, respectively,
in 1995, 1994, and 1993. Current tax expense as a percent of pre-
tax earnings for the same fiscal periods was 18%, 19% and 11%,
respectively. The Company anticipates that its effective tax rate
will remain at approximately 40%. See Item 8. "Financial
Statements and Supplemental Data - Notes to Consolidated Financial
Statements, Note 3."
Earnings
The Company's revenue expansion and accountability programs
have helped produce period to period increases in net earnings of
55% and 63%, respectively, for the 1995 and 1994 fiscal years.
Earnings per share for the quarter and fiscal year ended April 30,
1995 improved 50% and 57%, respectively, compared to the prior year
periods. The Company's fourth quarter earnings are the best the
Company has posted since the quarter ended October 31, 1991.
The improved results are a direct result of the recent
improvements in the Gulf of Mexico and expansion and growth in the
aeromedical and international markets. These factors produced
higher operating revenues in the second half of fiscal 1995
compared to the second half of fiscal 1994. In addition,
accountability placed on management has permitted the Company to
improve margins by lowering direct expenses 6%, or $ 8.9 million,
in fiscal 1995. The Company plans to continue its programs of
diversification and accountability and will continue to search for
opportunities to enhance earnings and shareholder value.
Liquidity and Capital Resources
The Company's 1995 year end cash position of $ 2.5 million
declined to 1993's $ 2.3 million year end level as compared to $
5.6 million at year end 1994. The 1995 balance is consistent with
management's philosophy of reducing debt with excess cash.
Working capital in fiscal 1995 declined $ 3 million from $
31.6 million in 1994 to $ 28.6 million. The decline is due to the
decrease in cash on hand and an overall increase in accrued
liabilities offset in part by an increase in trade accounts
receivable and inventory.
The Company's primary credit facility consists of a $ 15
million revolving credit facility available through October 31,
1996 (the "revolving loan") and a capital loan facility of up to $
40 million (subject to compliance with certain collateral coverage
ratios) designed to fund the purchase of additional aircraft (the
"term loan"). The term loan currently functions as a second
revolving line of credit, but with fixed quarterly principal
payments of $ 2 million. On October 31, 1996 it will convert to a
conventional term loan, after which no further borrowings or
reborrowings may be made. After conversion, principal will
continue to be paid in quarterly $ 2 million installments until
maturity on October 31, 2001. Both the revolving and term loans
bear floating interest rates tied to the primary lender's prime
rate and London InterBank Offered Rates ("LIBOR") chosen by the
Company, plus an amount determined periodically based on the
Company's leverage ratio that can range from 0% to 0.25% above such
prime rate and from 2% to 2.5% above the applicable LIBOR rate.
Total long-term debt declined $ 4.7 million in fiscal 1995.
The Company's current debt obligations for fiscal 1996 total $ 8.8
million, due in equal quarterly installments, which the Company
intends to pay with cash flow from operations. Subsequent to
fiscal 1995 year end , the Company prepaid the first and second
quarter installments on the term loan, an aggregate of $ 4 million.
Total long-term debt obligation at year end was $ 35.8 million
which the Company also plans to satisfy with future cash flow from
operations. As of June 30, 1995, the Company had $ 16 million and
$ 12 million credit capacity available under its term and revolving
credit facilities, respectively, reflecting the purchase,
subsequent to year end, of three aircraft for $ 2.9 million. In
addition, the Company plans to purchase three helicopters in 1996
for a purchase price estimated to be $ 5 million. These purchases
are subject to PHI obtaining customer commitments. Funds available
under the Company's term facility will be utilized to finance these
purchases. At April 30, 1995, the Company was in compliance with
the provisions of its loan agreements.
Cash generated from operating activities in 1995 was $ 14.7
million as compared to $ 16.4 million and $ 16.1 million in fiscal
1994 and 1993, respectively. The $ 1.7 million decrease in fiscal
1995 is primarily attributable to the increase in accounts
receivable of $ 3 million. Although days sales outstanding
decreased to 57 days in fiscal 1995 from 58 days in fiscal 1994,
receivables increased from the higher flight activity in the second
half of fiscal 1995.
During fiscal 1995, the Company utilized its cash flow from
operating activities for $ 8.2 million in investing activities,
primarily for the purchase of aircraft, net of proceeds from
aircraft sales, and $ 9.5 million in financing activities to pay,
net of borrowings, long-term debt of $ 4.7 million, repurchase
voting common stock of $ 4.5 million, and in the payment of
dividends totalling $ 0.3 million, or $ 0.06 per share. Net cash
used in fiscal 1995 was $ 3.1 million higher than net cash provided
by operating activities due to excess cash on hand that was used to
purchase 413,308 shares of the Company's outstanding common voting
stock from Offshore Navigation, Inc. ("ONI"), an affiliate of the
Company.
In response to increasing earnings and improved operating cash
flow during the past three years, the Company resumed payment of
quarterly dividends beginning with the second quarter of fiscal
1995. The Board declared three dividends of $ 0.02 per share
during fiscal 1995 and a $ 0.02 per share dividend during the first
quarter of fiscal 1996. The Company anticipates that future
dividend payments will be declared provided that the current
earnings trend continues and as allowed by the Company's agreement
with its lenders.
The Company believes its cash flow from operations in
conjunction with its credit capacity is sufficient to meet its
planned requirements for the forthcoming year.
Environmental Matters
The Company is subject to federal, state and local
environmental laws and regulations that impose limitations on the
discharge of pollutants into the environment and establish
standards for the treatment, storage and disposal of toxic and
hazardous wastes.
The Company's operations produce a limited amount of
industrial waste products and certain hazardous waste. The
Company's industrial waste products, which consist principally of
residual petroleum and metal refinishing waste, are transported to
third party disposal sites that are licensed to handle such
materials.
The Company has procedures to provide ongoing assurance that
it is in compliance with environmental regulations. As a result of
these procedures, the Company has identified possible fuel
contamination at three of its domestic sites. On the basis of
preliminary information, a provision of $ 200,000 for environmental
related costs was made in its 1995 accounts. The Company has begun
a comprehensive review of all sites for possible fuel contamination
and will conduct technical assessments where appropriate. The
Company will accrue remediation expenses, if any, as these reviews
are completed.
Item 8. Financial Statements and Supplementary Data
Independent Auditors' Report
The Board of Directors and Shareholders
Petroleum Helicopters, Inc.:
We have audited the consolidated balance sheets of Petroleum
Helicopters, Inc. and subsidiaries as of April 30, 1995 and 1994,
and the related consolidated statements of earnings, shareholders'
equity, and cash flows for each of the years in the three-year
period ended April 30, 1995. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Petroleum Helicopters, Inc. and subsidiaries as of
April 30, 1995 and 1994, and the results of their operations and
their cash flows for each of the years in the three-year period
ended April 30, 1995, in conformity with generally accepted
accounting principles.
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
June 16, 1995
PETROLEUM HELICOPTERS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
April 30, 1995 and 1994
(Thousands of dollars)
Assets 1995 1994
Current assets:
Cash and cash equivalents $ 2,506 $ 5,570
Accounts receivable-net of allowance:
Trade 28,655 26,677
Investee companies 950 513
Notes and other 888 451
Inventory of spare parts and aviation
fuel at lower of average cost
or market 25,560 24,850
Prepaid expenses 989 1,446
Refundable income taxes - 196
------- -------
Total current assets 59,548 59,703
------- -------
Notes receivable - 290
------- -------
Investments
1,002 597
------- -------
Property and equipment, at cost:
Flight equipment 180,925 176,300
Other 19,752 18,510
------- -------
200,677 194,810
Less accumulated depreciation
(114,214) (109,171)
------- -------
86,463 85,639
------- -------
Other
95 83
------- -------
Total assets $ 147,108 $146,312
======= =======
(Continued)
PETROLEUM HELICOPTERS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
(Thousands of dollars)
Liabilities and Shareholders' Equity 1995 1994
Current liabilities:
Accounts payable - trade $ 5,805 $ 5,319
Accrued expenses 10,407 9,392
Accrued vacation pay 4,897 4,687
Income taxes payable 331 -
Current portion of long-term debt 8,755 8,704
Other 747 -
-------- -------
Total current liabilities 30,942 28,102
-------- -------
Long-term debt 27,060 31,849
-------- -------
Deferred income taxes 12,066 10,023
-------- -------
Other long-term liabilities 1,333 1,029
-------- --------
Shareholders' equity:
Voting common stock - par value of
$.10 in 1995 and $.08 1/3 in 1994;
authorized 12,500,000 and 7,200,000
shs. in 1995 and 1994; issued
shs. of 2,864,760 in 1995 and
4,198,872 in 1994 286 350
Less shares in treasury of 920,804
in 1994 - (77)
-------- --------
Non-voting common stock - par value 286 273
of $.10 in 1995 and $.08 1/3 in 1994;
authorized 12,500,000 and 7,200,000
shares in 1995 and 1994; issued
shares of 2,200,830 and 2,200,000
in 1995 and 1994 220 183
-------- --------
Total common stock 506 456
Additional paid-in capital 10,118 11,027
Retained earnings 65,083 63,826
------- --------
75,707 75,309
Total liabilities and ------- --------
shareholders' equity $ 147,108 $ 146,312
======== ========
See accompanying notes to consolidated financial statements.
PETROLEUM HELICOPTERS, INC.
AND SUBSIDIARIES
Consolidated Statements of Earnings
Years ended April 30, 1995, 1994 and 1993
(Thousands of dollars and shares, except per share amounts)
1995 1994 1993
Revenues:
Operating revenues $ 174,397 $ 178,697 $ 177,316
Gain on equipment disposals 1,091 475 2,064
Equity in net losses of
investee companies (83) - (18)
------- ------- -------
175,405 179,172 179,362
Expenses: ------- ------- -------
Direct expenses 153,282 162,227 162,149
Selling, general and admin. 10,237 8,715 11,601
Interest expense 3,098 2,676 2,271
------- ------- -------
166,617 173,618 176,021
------- ------- -------
Earnings before income taxes 8,788 5,554 3,341
Income taxes 3,606 2,221 1,292
------- ------- -------
Net earnings $ 5,182 $ 3,333 $ 2,049
======= ======= =======
Net earnings per share $ 0.96 $ 0.61 $ 0.37
======= ======= =======
Weighted average common shares
outstanding 5,409 5,478 5,478
======= ======= =======
Dividends paid per common share$ 0.06 $ - $ 0.01
======= ======= =======
See accompanying notes to consolidated financial statements.
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(Thousands of dollars and shares)
Voting
Voting Non-Voting Common Stock Add.
Common Stock Common Stock Held in Treasury Paid-in Retained
Shares Amount Shares Amount Shares Amount Capital Earnings
Balance
May 1, 1992 4,199 $350 2,200 $ 183 921 $ 77 $ 11,027 $ 58,499
Net earnings - - - - - - - 2,049
Dividends - - - - - - - (55)
------ ----- ------ ----- ----- ----- ------- -------
Balance
April 30,
1993 4,199 350 2,200 183 921 77 11,027 60,493
Net earnings - - - - - - - 3,333
------ ----- ------ ----- ----- ----- ------- -------
Balance
April 30,
1994 4,199 350 2,200 183 921 77 11,027 63,826
Change in
par value - 70 - 37 - 15 (92) -
Purchase ONI
shares - - - - 413 42 (824) (3,605)
Retire treasury
stock (1,334) (134) - - (1,334) (134) - -
Other - - 1 - - - 7 -
Net earnings - - - - - - - 5,182
Dividends - - - - - - - (320)
------ ----- ------ ----- ------ ------ ------- -------
Balance
April 30,
1995 2,865 $ 286 2,201 $ 220 - - $ 10,118 $ 65,083
====== ==== ===== ==== ====== ====== ======= ======
See accompanying notes to consolidated financial statements.
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 1995, 1994 and 1993
(Thousands of dollars)
1995 1994 1993
Operating activities:
Net earnings $ 5,182 $ 3,333 $ 2,049
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation 8,413 8,573 9,215
Deferred income taxes 2,043 1,138 933
Gain on equipment disposals (1,091) (475) (2,064)
Equity in net losses of
investee companies 83 - 18
Changes in operating assets & liab:
Decrease (increase) in accounts
receivable (3,043) 3,156 554
Decrease (increase) in inventory (710) (258) 2,533
Decrease in prepaid expenses and
refundable income taxes 653 1,368 340
Incr (decr) in accounts payable -
trade and other accrued expenses 2,746 (312) 3,284
Increase (decrease) in income
taxes payable 331 - (784)
Other 59 (83) -
-------- -------- --------
Net cash provided by
operating activities 14,666 16,440 16,078
-------- -------- --------
Investing activities:
Purchase of property and equipment (20,326) (14,330) (17,328)
Proceeds from sales of property
and equipment 12,125 1,672 7,111
Other - (290) -
-------- -------- --------
Net cash used in
investing activities (8,201) (12,948) (10,217)
-------- -------- --------
Financing activities:
Proceeds from long-term debt 13,000 32,780 50,000
Payments on long-term debt (17,738) (33,011) (56,500)
Purchase of treasury stock (4,471) - -
Dividends paid (320) - (55)
-------- -------- --------
Net cash used in
financing activities (9,529) (231) (6,555)
-------- -------- --------
Increase (decrease) in cash and
cash equivalents (3,064) 3,261 (694)
Cash and cash equivalents at
beginning of year 5,570 2,309 3,003
-------- ------- -------
Cash and cash equivalents at
end of year $ 2,506 $ 5,570 $ 2,309
======= ======= =======
See accompanying notes to consolidated financial statements.
PETROLEUM HELICOPTERS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
April 30, 1995, 1994 and 1993
(1) Summary of Significant Accounting Policies
(a)Principles of Consolidation
The consolidated financial statements include the accounts of
Petroleum Helicopters, Inc. and its wholly-owned subsidiaries
after the elimination of all significant intercompany accounts
and transactions. Investments in 20 percent to 50 percent owned
affiliates are accounted for by the equity method and consist
primarily of investments in foreign affiliates.
(b)Cash Equivalents
The Company considers cash equivalents to include demand
deposits and investments with original maturity dates of three
months or less.
(c)Property and Equipment
Property and equipment are carried at cost less accumulated
depreciation. Depreciation is computed using the straight-line
method based upon estimated useful lives of ten years for flight
equipment and three to ten years for other equipment. A
residual value of 25% of cost is used in the calculation of
depreciation of flight equipment and other equipment. When
property and equipment is sold or otherwise disposed of, the
cost and accumulated depreciation are removed from the accounts
and any resulting gain or loss is reflected in earnings at the
time of sale or other disposition, except in the case of long-
term sale and leaseback transactions.
(d)Income Taxes
A consolidated federal income tax return is filed by the Company
and its subsidiaries. Income taxes have not been provided on
the undistributed net earnings of the investee companies since,
among other things, the amount of taxes involved are not
significant.
Income taxes are accounted for in accordance with the provisions
of Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes. Under the asset and liability
method of Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109,
the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period
that included the enactment date.
(e)Self-Insurance
The Company maintains a self-insurance program for a portion of
its health care costs. The Company is liable for claims up to
$200,000 per covered individual annually, and aggregate claims
up to $4,135,000 annually. Self-insurance costs are accrued
based upon the aggregate of the liability for reported claims
and the estimated liability for claims incurred but not
reported.
The Company does not presently have any significant obligations
for post employment benefits.
(f)Concentration of Credit Risk
The Company's financial instruments that are exposed to
concentrations of credit risk consist primarily of cash and cash
equivalents and trade accounts receivable. The Company places
its cash and temporary cash investments with high quality
financial institutions and currently invests primarily in U.S.
government obligations with maturities of less than three
months.
A majority of the Company's business is conducted with major oil
and gas exploration companies with operations in the Gulf of
Mexico. The Company continually evaluates the financial
strength of its customers but does not require collateral to
support the customer receivables. The Company establishes an
allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, current market conditions
and other information.
(g)Earnings per Common and Common Equivalent Share
Primary earnings per share are computed based on the weighted
average number of shares and dilutive equivalent shares of
common stock (stock options) outstanding during each year using
the treasury stock method.
(h)Reclassifications
Certain reclassifications have been made to the prior years
financial statements in order to conform with the
classifications adopted for reporting in 1995.
(2) Long-Term Debt
1995 1994
(Thousands of dollars)
Secured term loan note due in quarterly
installments of $2,000,000 commencing
January 31, 1991, with interest (April 30,
1995 - 8.4% and April 30, 1994 - 7.0%)
fluctuating with libor and prime $27,790 $29,040
Secured note due October 31, 1996, under a
revolving credit facility totaling
$15,000,000 with interest (April 30, 1995 -
8.4% and April 30, 1994 - 7.0%) fluctuating
with libor and prime - 1,500
Secured 10 year promissory notes due in
monthly installments of $107,747
commencing July 9, 1993 with a fixed
interest rate of 7.0% 8,025 8,729
Secured promissory notes due at the earlier
of in-service date of the helicopters or
December 31, 1994 - 1,284
------- -------
35,815 40,553
Less current portion 8,755 8,704
------- -------
Long-term portion $ 27,060 $ 31,849
======= =======
During fiscal 1995 the Company retired the promissory notes due
December 31, 1994 upon placing the related helicopters in service.
The debt was satisfied through additional borrowings of $2 million
under the Company's term loan facility.
Subsequent to year end, the Company prepaid the secured term loan
quarterly installments due July 31, 1995 and October 31, 1995 and
borrowed $ 3 million under the revolving credit facility to purchase
three aircraft.
Scheduled maturities of long-term debt are as follows:
(Thousands of
dollars)
1996 $ 8,755
1997 8,810
1998 8,868
1999 4,721
2000 998
Thereafter 3,663
-------
$ 35,815
=======
At April 30, 1995, the following assets and their related book values
are pledged as collateral on notes aggregating $35.8 million:
(Thousands of
dollars)
Equipment, net of depreciation $ 47,332
Inventory 25,301
Accounts receivable, net 27,532
-------
$ 100,165
=======
The secured term and revolving loan agreement requires the Company
to maintain certain levels of working capital and shareholders'
equity and contains other provisions some of which restrict
expenditures for the purchase of the Company's stock, for capital
expenditures and for payment of dividends. Such agreement also
limits the creation, incurrence or assumption of Funded Debt (as
defined, which includes long-term debt), and the acquisition of
investments. At April 30, 1995, the Company's working capital
exceeded the amount required by approximately $ 4.4 million, and
shareholders' equity exceeded the required level by approximately
$3.4 million. Dividends are generally limited to 20% of net
earnings.
In April 1994, the Company amended its agreements concerning the
secured term and revolving loan agreement with its principal lenders
to, among other things, permit both prime rate based and London
InterBank Offered Rate ("LIBOR") borrowings at LIBOR rates plus a
floating spread. The spread for LIBOR and prime rate borrowings will
float up or down based on the Company's performance as determined by
a leverage ratio. The spread can range from 0% to 0.25% above the
applicable prime rate and from 2% to 2.5% above LIBOR.
At April 30, 1995, the Company was in compliance with the provisions
of its loan agreements.
Interest paid was $2,970,000, $2,136,000, and $2,231,000 for the
years ended April 30, 1995, 1994 and 1993, respectively.
(3) Income Taxes
Income tax expense (benefit) for the three years ended April 30,
1995, is composed of the following:
1995 1994 1993
(Thousands of dollars)
Current:
Federal $ 1,234 $ 853 $ 150
State 270 148 153
Foreign 59 82 56
Deferred - principally Federal 2,043 1,138 933
------ ------ ------
$ 3,606 $ 2,221 $ 1,292
====== ====== ======
Deferred income tax expense (benefit) results from the following:
1995 1994 1993
(Thousands of dollars)
Accelerated depreciation $ 2,564 $ 1,496 $ 388
Accrued expenses and other
liabilities (2,353) (636) (831)
Effect of tax credits 1,832 278 1,376
------- ------- -------
$ 2,043 $ 1,138 $ 933
======= ======= =======
Income tax expense as a percentage of pre-tax earnings varies from
the effective Federal statutory rate of 34% for the reasons explained
below:
Years ended April 30
1995 1994 1993
Amount % Amount % Amount %
(Thousands of dollars, except percentages)
Income taxes at
statutory rate $2,988 34 $ 1,888 34 $ 1,136 34
Increase in taxes
resulting from:
Equity in net loss
of consolidated
investee companies 28 - - - 6 -
Effect of state income
taxes 178 2 98 2 101 4
Other items - net 412 5 235 4 49 1
$3,606 41 $ 2,221 40 $ 1,292 39
For income tax purposes, the Company had approximately $1,712,000 of
general business tax credit carryforwards. These general business
tax credit carryforwards will expire between 1998 and 2001. The
Company also has approximately $564,000 of alternative minimum tax
credit carryforwards available to reduce future Federal regular
income taxes over an indefinite period.
The tax effects of temporary differences which give rise to
significant portions of the deferred tax assets and deferred tax
liabilities at April 30, 1995 and 1994 are presented below:
1995 1994
(Thousands of dollars)
Deferred tax assets:
Tax credits $ 2,276 $ 4,108
Vacation accrual 1,812 1,594
Inventory valuation 792 727
Workman's compensation reserve 518 455
Other 2,423 920
-------- --------
Total deferred tax assets 7,821 7,804
-------- --------
Deferred tax liabilities:
Tax depreciation in excess of book
depreciation 19,432 16,868
Other 455 959
-------- --------
Total deferred tax liabilities 19,887 17,827
-------- --------
Net deferred tax liability $ 12,066 $ 10,023
======= =======
No valuation allowance was recorded against the net deferred tax
assets because management believes that the deferred tax assets will
be realized in full through future operating results and the reversal
of taxable temporary differences.
Income taxes paid were approximately $1,168,000, $470,000, and
$1,971,000 for the years ended April 30, 1995, 1994 and 1993,
respectively.
(4) Employee Benefit Plans
The Company established, effective July 1, 1989, an Employee Savings
Plan under Section 401(k) of the Internal Revenue Code. The Plan
provides that the Company match up to 3% of employee contributions.
The Company's contribution was $1,586,000, $1,604,000, and $1,410,000
for the years ended April 30, 1995, 1994 and 1993, respectively.
Effective September 1, 1994, the Company adopted a Supplemental
Executive Retirement Plan ("SERP"). The nonqualified and unfunded
plan provides senior management with supplemental retirement and
death benefits at age 65. Life insurance policies were purchased on
the lives of each of the participants of which the Company is the
sole owner and beneficiary. Supplemental retirement benefits were
based on one-third (1/3) of the participants' monthly income at time
of adoption. Currently, there are no SERP provisions for an increase
in benefits, partial vesting or early retirement. The assumed
discount rate was 7.5%. Expenses related to the plan were $ 197,000
for 1995.
Subsequent to year end, the Board of Directors approved an Officer
Deferred Compensation Plan and a Director Deferred Compensation Plan.
Both plans are effective May 31, 1995. The plans permit key officers
and all directors to defer a portion of their compensation. The plans
are nonqualified and unfunded.
(5) Stock Option Plans
Effective May 1, 1992, the Company's Board of Directors adopted the
Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option and Stock
Appreciation Rights Plan (the "Plan"). The Plan was approved at the
Annual Meeting of Shareholders on September 30, 1992. The Company
is authorized to grant non-qualified stock options and stock
appreciation rights (Sar) to selected employees to purchase up to
100,000 shares of the Company's non-voting common stock at an
exercise price of not less than 25% of their Fair Market Value at the
date of grant. The options may be exercised any time after one year
from the date of grant until their expiration at five years from such
date.
During fiscal 1993 an officer of the Company was granted non-
qualified options to purchase 15,000 shares of voting common stock
at the fair market value of the stock at the date of grant. The
options were not granted under the 1992 Plan. The options expire
five years from the date of grant.
A summary of the Plans' activities for the years ended April 30,
1995, 1994 and 1993 is as follows:
1992 Plan
Non-Voting Voting
Total Options Sar Options
Balance outstanding at
May 1, 1992 - - - -
Options granted at $10.00
per share 15,000 - - 15,000
-------- -------- -------- --------
Balance outstanding at
April 30, 1993 15,000 - - 15,000
Options granted at $15.50 87,000 87,000 - -
Options canceled (6,000) (6,000) - -
-------- -------- -------- --------
Balance outstanding at
April 30, 1994 96,000 81,000 - 15,000
Options canceled (6,000) (6,000) - -
-------- -------- -------- --------
Balance outstanding at
April 30, 1995 90,000 75,000 - 15,000
======== ======== ======== ========
Shares exercisable at
April 30, 1993 - - - -
Shares exercisable at ======== ======== ======== ========
April 30, 1994 - - - -
Shares exercisable at ======== ======== ======== ========
April 30, 1995 30,000 25,000 - 5,000
Shares available for ======== ======== ======== ========
future grant at
April 30, 1995 25,000
========
(6) Supplemental Cash Flow Information and Financing Activities
During 1995, the Company purchased two rotor and one fixed wing
aircraft for $ 1.8 million and $ 3.1 million, respectively. The
purchases were financed by the Company's lenders under the term loan
facility.
Additionally, the Company entered into several agreements for the
sale and leaseback of five helicopters. The book values of the
equipment totalling $ 10.7 million were removed from the balance
sheet, and the gains realized on the sale transactions totalling $
1.4 million were deferred and are being credited to income as rent
expense adjustments over the lease term. Rentals on these
transactions average $ 1.3 million annually.
Additionally in 1994, the Company entered into an agreement to
acquire up to 28% of a corporate joint venture. In 1994 the Company
acquired a 13.7% interest in the corporate joint venture in exchange
for a helicopter and equipment with net values totalling $519,000.
At April 30, 1994, the Company had a note receivable from the joint
venture which the Company had the option to convert into an
additional 9.3% of common stock of the corporate joint venture. In
1995 the Company exercised the option and contributed equipment
valued at $191,000 to acquire an additional 5% of the corporate joint
venture.
(7) Shareholders' Equity
At the Company's September 28, 1994 annual meeting of shareholders,
the shareholders voted to change the par value of the voting common
stock and non-voting common stock from $ .08 1/3 per share to $ .10
per share.
On February 28, 1995 the Company purchased 413,308 shares of the
Company's common voting stock at market value for $ 4.5 million from
Offshore Navigation, Inc. ("ONI"), an affiliate of the Company.
Prior to the acquisition, these shares represented approximately
12.6% of the Company's outstanding voting common stock. The shares
were placed in the Company's treasury.
Subsequent to the purchase of the ONI shares, all shares of voting
common stock held in treasury were retired.
(8) Commitments and Contingencies
The Company leases certain aircraft used in its operations. The
Company generally pays all insurance, taxes and maintenance expenses
associated with these aircraft and some of these leases contain
renewal and purchase options.
Aggregate rental commitments to lease aircraft under operating leases
are due in years subsequent to April 30, 1995, as follows:
(Thousands of dollars)
1996 $ 10,555
1997 10,264
1998 10,166
1999 10,121
2000 9,812
Thereafter 18,408
-------
$ 69,326
=======
Rental expense consisted of the following:
Years ended April 30
1995 1994 1993
(Thousands of dollars)
Aircraft $11,364 $12,369 $ 13,433
Other 1,745 1,637 1,576
------ ------ ------
$13,109 $14,006 $ 15,009
====== ====== ======
Subsequent to year end, the Company purchased three aircraft for an
aggregate of $ 2.9 million. In addition, the Company plans to
purchase three helicopters in 1996. The total purchase price is
estimated to be $ 5 million. These purchases are subject to PHI
obtaining customer commitments.
The Company has procedures to provide ongoing assurance that it is
in compliance with environmental regulations. As a result of these
procedures, the Company has identified possible fuel contamination
at three of its domestic sites. On the basis of preliminary
information, a provision of $ 200,000 for environmental related costs
was made in its 1995 accounts. The Company has begun a comprehensive
review of all sites for possible fuel contamination and will conduct
technical assessments where appropriate. The Company will accrue
remediation expenses, if any, as these reviews are completed.
A director of the Company serves as Chairman of the Board of Aviall,
Inc., a supplier of parts to the Company. During fiscal 1995, total
purchases from Aviall were $ 4.2 million. The Company believes that
the prices paid for such parts were representative of that which
would have been paid in an arms length transaction.
The Company is named as a defendant in various legal actions which
have arisen in the ordinary course of its business and have not been
finally adjudicated. The amount, if any, of ultimate liability with
respect to such matters cannot be determined; however, after
consulting with legal counsel, the Company has established accruals
which it believes adequately provide for the settlement of such
litigation which have not had a material effect on the Company's
financial condition.
SELECTED QUARTERLY FINANCIAL DATA
UNAUDITED
The summarized quarterly results of operations for the years ended
April 30, 1995 and 1994 (in thousands of dollars, except per share data)
are as follows:
Quarter Ended
July 31, October 31, January 31, April 30
1994 1994 1995 1995
Revenues $ 44,390 $ 45,045 $ 41,903 $ 44,067
Gross profit $ 4,307 $ 5,574 $ 5,131 $ 6,103
Net earnings $ 1,161 $ 1,455 $ 810 $ 1,756
Net earnings
per share $ .21 $ .27 $ .15 $ .33
Quarter Ended
July 31, October 31, January 31, April 30,
1993 1993 1994 1994
Revenues $ 47,677 $ 48,043 $ 42,231 $ 41,221
Gross profit $ 5,068 $ 3,488 $ 3,628 $ 4,286
Net earnings $ 1,251 $ 473 $ 412 $ 1,197
Net earnings
per share $ .23 $ .08 $ .08 $ .22
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures
During the past two fiscal years there were no disagreements between
the Company and its independent certified public accountants on accounting
and financial disclosure matters.
Part III
Item 10. Directors and Executive Officers of the Registrant
Information concerning Directors required by this item will be
included in the Company's definitive proxy statement in connection with its
1995 Annual Meeting of Shareholders and is incorporated herein by
reference. Information concerning Executive Officers is included as Item
4.(a) "Executive officers of the registrant."
Item 11. Executive Compensation
Information required by this item will be included in the Company's
definitive proxy statement in connection with its 1995 Annual Meeting of
Shareholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item will be included in the Company's
definitive proxy statement in connection with its 1995 Annual Meeting of
Shareholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information required by this item will be included in the Company's
definitive proxy statement in connection with its 1995 Annual Meeting of
Shareholders and is incorporated herein by reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements
Included in Part II of this report:
Independent Auditors' Reports
Consolidated Balance Sheets at April 30, 1995 and 1994
Consolidated Statements of Earnings for each of the three years in
the period ended April 30, 1995
Consolidated Statements of Shareholders' Equity for each of the
three years in the period ended April 30, 1995
Consolidated Statements of Cash Flows for each of the three years
in the period ended April 30, 1995
Notes to Consolidated Financial Statements
(a) 2. Financial Statement Schedules
Schedules are omitted because they are either not required or not
applicable, or because the required information is shown in the
Consolidated Financial Statements or Notes thereto.
(a) 3. Exhibits
3.1 (i) Articles of Incorporation of the Company
(incorporated by reference to Exhibit No. 3.1(i)
to PHI's Report on Form 10-Q for the quarterly
period ended October 31, 1994).
(ii) By-laws of the Company (incorporated by reference
to Exhibit No. 3.1(ii) to PHI's Report on Form 10-
Q for the quarterly period ended October 31,
1994).
10.1 Master Helicopter Lease Agreement dated May 29, 1991
between AT&T Systems Leasing Corporation and PHI
(incorporated by reference to Exhibit No. 10.1 (2) to
PHI's Report on Form 10-K dated April 30, 1992).
10.2 Master Helicopter Lease Agreement dated February 14,
1991 between General Electric Capital Corporation and
PHI (incorporated by reference to Exhibit No. 10.1 (1)
to PHI's Report on Form 10-K dated April 30, 1991).
10.3 (i) Amended and Restated Loan Agreement originally
dated as of January 31, 1986 Amended and Restated
in its entirety as of July 9, 1993 among Petroleum
Helicopters, Inc., Whitney National Bank, First
National Bank of Commerce, NationsBank of Texas,
N.A. and NationsBank of Texas, N.A., as agent
(incorporated by reference to Exhibit No. 10.3 to
PHI's Report on Form 10-K dated April 30, 1993).
(ii) First Amendment to Amended and Restated Loan
Agreement, dated as of October 31,1993
(incorporated by reference to Exhibit No. 10.4
to PHI's Report on Form 10-Q for the quarterly
period ended January 31, 1995).
(iii)Second Amendment to Amended and Restated Loan
Agreement, dated as of April 15, 1994 (incorporated by
reference to Exhibit No. 10.5 to PHI's Report on
Form 10-Q for the quarterly
period ended January 31, 1995).
(iv) Third Amendment to Amended and Restated Loan
Agreement, dated as of July 31, 1994 (incorporated
by reference to Exhibit No. 10.6 to PHI's Report
on Form 10-Q for the quarterly period ended
January 31, 1995).
(v) Fourth Amendment and Limited Waiver to Amended and
Restated Loan Agreement, dated as of October 25,
1994 incorporated by reference to Exhibit No.
10.7 to PHI's Report on Form 10-Q for the
quarterly period ended January 31, 1995).
(vi) Fifth Amendment to Amended and Restated Loan
Agreement, dated as of October 31, 1994
(incorporated by reference to Exhibit No. 10.8 to
PHI's Report on Form 10-Q for the quarterly
period ended January 31, 1995).
10.4 Installment promissory note dated June 4, 1993 by PHI
payable to debis Financial Services, Inc. in the
original principal amount of $3,122,441.56, secured by
Aircraft Security Agreement dated June 4, 1993 between
PHI and debis Financial Services, Inc. (incorporated by
reference to Exhibit No. 10.4 to PHI's Report on Form
10-K dated April 30, 1993).
10.5 Installment Promissory Note dated June 4, 1993 by PHI
payable to debis Financial Services, Inc. in the
original principal amount of $3,078,695.58, secured by
Aircraft Security Agreement dated June 4, 1993 between
PHI and debis Financial Services, Inc. (incorporated by
reference to Exhibit No. 10.5 to PHI's Report on Form
10-K dated April 30, 1993).
10.6 Installment Promissory Note dated June 4, 1993 by PHI
payable to debis Financial Services, Inc. in the
original principal amount of $3,078,695.58, secured by
Aircraft Security Agreement dated June 4, 1993 between
PHI and debis Financial Services, Inc. (incorporated by
reference to Exhibit No. 10.6 to PHI's Report on Form
10-K dated April 30, 1993).
10.7 The Petroleum Helicopters, Inc. 401(k) Retirement Plan
effective July 1, 1989 (incorporated by reference to
Exhibit No. 10.4 to PHI's Report on Form 10-K dated
April 30, 1990).
10.8 Petroleum Helicopters, Inc. 1992 Non-Qualified Stock
Option and Stock Appreciation Rights Plan adopted by
PHI's Board effective May 1, 1992 and approved by the
shareholders of PHI on September 30, 1992 (incorporated
by reference to Exhibit No. 10.8 to PHI's Report on
Form 10-K dated April 30, 1993).
10.9 Form of Stock Option Agreement for the Grant of Non-
Qualified Stock Options Under the Petroleum
Helicopters, Inc. 1992 Non-Qualified Stock Option and
Stock Appreciation Rights Plan dated June 2, 1993
between PHI and certain of its key employees
(incorporated by reference to Exhibit No. 10.9 to PHI's
Report on Form 10-K dated April 30, 1993).
10.10 Employment Agreement between PHI and John H. Untereker
dated June 15, 1992 (incorporated by reference to
Exhibit No. 10.10 to PHI's Report on Form 10-K dated
April 30, 1993).
10.11 Stock Option Agreement between PHI and John H.
Untereker dated April 12, 1993, but effective as of
July 20, 1992 (incorporated by reference to Exhibit No.
10.11 to PHI's Report on Form 10-K dated April 30,
1993).
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit No. 21 to PHI's Report on Form 10-K dated April 30,
1993).
23.1 Consent of KPMG Peat Marwick LLP
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated February
27, 1995 reporting the issuance of a press release on
February 27, 1995 under Item 5 thereof.
(d) Financial Statement Schedules
Financial statements or information regarding 50% or
less owned entities accounted for by the equity method
have been omitted because such entities, considered in
the aggregate as a single subsidiary, would not
constitute a significant subsidiary.
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
PETROLEUM HELICOPTERS, INC.
By: /s/ Carroll W. Suggs
----------------------------------
Carroll W. Suggs
Chairman of the Board,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Signature Title Date
/s/ Carroll W. Suggs Chairman of the Board, July 26,1995
Carroll W. Suggs Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ John H. Untereker Vice President and July 26,1995
John H. Untereker Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Robert E. Perdue Director July 26,1995
Robert E. Perdue
/s/ Leonard M. Horner Director July 26,1995
Leonard M. Horner
/s/ Robert G. Lambert Director July 26,1995
Robert G. Lambert
357\60106\013
EXHIBITS
3.1 (i) Articles of Incorporation of the Company
(incorporated by reference to Exhibit No. 3.1(i)
to PHI's Report on Form 10-Q for the quarterly
period ended October 31, 1994).
(ii) By-laws of the Company (incorporated by reference
to Exhibit No. 3.1(ii) to PHI's Report on Form 10-
Q for the quarterly period ended October 31,
1994).
10.1 Master Helicopter Lease Agreement dated May 29, 1991
between AT&T Systems Leasing Corporation and PHI
(incorporated by reference to Exhibit No. 10.1 (2) to
PHI's Report on Form 10-K dated April 30, 1992).
10.2 Master Helicopter Lease Agreement dated February 14,
1991 between General Electric Capital Corporation and
PHI (incorporated by reference to Exhibit No. 10.1 (1)
to PHI's Report on Form 10-K dated April 30, 1991).
10.3 (i) Amended and Restated Loan Agreement originally
dated as of January 31, 1986 Amended and Restated
in its entirety as of July 9, 1993 among Petroleum
Helicopters, Inc., Whitney National Bank, First
National Bank of Commerce, NationsBank of Texas,
N.A. and NationsBank of Texas, N.A., as agent
(incorporated by reference to Exhibit No. 10.3 to
PHI's Report on Form 10-K dated April 30, 1993).
(ii) First Amendment to Amended and Restated Loan
Agreement, dated as of October 31, 1993
(incorporated by reference to Exhibit No. 10.4
to PHI's Report on Form 10-Q for the quarterly
period ended January 31, 1995).
(iii)Second Amendment to Amended and Restated Loan
Agreement, dated as of April 15, 1994
(incorporated by reference to Exhibit No. 10.5 to
PHI's Report on Form 10-Q for the quarterly
period ended January 31, 1995).
(iv) Third Amendment to Amended and Restated Loan
Agreement, dated as of July 31, 1994 (incorporated
by reference to Exhibit No. 10.6 to PHI's Report
on Form 10-Q for the quarterly period ended
January 31, 1995).
(v) Fourth Amendment and Limited Waiver to Amended and
Restated Loan Agreement, dated as of October 25,
1994 incorporated by reference to Exhibit No.
10.7 to PHI's Report on Form 10-Q for the
quarterly period ended January 31, 1995).
(vi) Fifth Amendment to Amended and Restated Loan
Agreement, dated as of October 31, 1994
(incorporated by reference to Exhibit No. 10.8 to
PHI's Report on Form 10-Q for the quarterly
period ended January 31, 1995).
10.4 Installment promissory note dated June 4, 1993 by PHI
payable to debis Financial Services, Inc. in the
original principal amount of $3,122,441.56, secured by
Aircraft Security Agreement dated June 4, 1993 between
PHI and debis Financial Services, Inc. (incorporated by
reference to Exhibit No. 10.4 to PHI's Report on Form
10-K dated April 30, 1993).
10.5 Installment Promissory Note dated June 4, 1993 by PHI
payable to debis Financial Services, Inc. in the
original principal amount of $3,078,695.58, secured by
Aircraft Security Agreement dated June 4, 1993 between
PHI and debis Financial Services, Inc. (incorporated by
reference to Exhibit No. 10.5 to PHI's Report on Form
10-K dated April 30, 1993).
10.6 Installment Promissory Note dated June 4, 1993 by PHI
payable to debis Financial Services, Inc. in the
original principal amount of $3,078,695.58, secured by
Aircraft Security Agreement dated June 4, 1993 between
PHI and debis Financial Services, Inc. (incorporated by
reference to Exhibit No. 10.6 to PHI's Report on Form
10-K dated April 30, 1993).
10.7 The Petroleum Helicopters, Inc. 401(k) Retirement Plan
effective July 1, 1989 (incorporated by reference to
Exhibit No. 10.4 to PHI's Report on Form 10-K dated
April 30, 1990).
10.8 Petroleum Helicopters, Inc. 1992 Non-Qualified Stock
Option and Stock Appreciation Rights Plan adopted by
PHI's Board effective May 1, 1992 and approved by the
shareholders of PHI on September 30, 1992 (incorporated
by reference to Exhibit No. 10.8 to PHI's Report on
Form 10-K dated April 30, 1993).
10.9 Form of Stock Option Agreement for the Grant of Non-
Qualified Stock Options Under the Petroleum
Helicopters, Inc. 1992 Non-Qualified Stock Option and
Stock Appreciation Rights Plan dated June 2, 1993
between PHI and certain of its key employees
(incorporated by reference to Exhibit No. 10.9 to PHI's
Report on Form 10-K dated April 30, 1993).
10.10 Employment Agreement between PHI and John H. Untereker
dated June 15, 1992 (incorporated by reference to
Exhibit No. 10.10 to PHI's Report on Form 10-K dated
April 30, 1993).
10.11 Stock Option Agreement between PHI and John H.
Untereker dated April 12, 1993, but effective as of
July 20, 1992 (incorporated by reference to Exhibit No.
10.11 to PHI's Report on Form 10-K dated April 30,
1993).
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit No. 21 to PHI's Report on Form 10-K dated April 30,
1993).
23.1 Consent of KPMG Peat Marwick LLP
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated February
27, 1995 reporting the issuance of a press release on
February 27, 1995 under Item 5 thereof.
(d) Financial Statement Schedules
Financial statements or information regarding 50% or
less owned entities accounted for by the equity method
have been omitted because such entities, considered in
the aggregate as a single subsidiary, would not
constitute a significant subsidiary.
Consent of Independent Auditors
The Board of Directors
Petroleum Helicopters, Inc.:
We consent to incorporation by reference in registration statements
No. 33-51605 on Form S-3 and No. 33-51617 on Form S-8 of Petroleum
Helicopters, Inc. of our report dated June 16, 1995, relating to
the consolidated balance sheets of Petroleum Helicopters, Inc. and
subsidiaries as of April 30, 1995, and 1994, and the related
consolidated statements of earnings, shareholders' equity, and cash
flows for each of the years in the three-year period ended April
30, 1995, which report appears in the April 30, 1995, annual report
on Form 10-K of Petroleum Helicopters, Inc.
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
July 26, 1995