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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(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, 1996
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.)
2121 Airline Highway Suite 400 70001-5979
P.O. Box 578, Metairie, Louisiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (504) 828-3323
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 No
State the aggregate market value of the voting stock held by
non-affiliates of the registrant.
Date Amount
July 18, 1996 $22,400,000
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 ....2,799,761 shares outstanding as of July 19, 1996.
Non-Voting Common Stock .2,276,093 shares outstanding as of July 19, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be used in
connection with its 1996 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.
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<PAGE>
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, 1996 and 1995, 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, 1996. 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, 1996 and 1995,
and the results of their operations and their cash flows for each of the
years in the three-year period ended April 30, 1996, in conformity with
generally accepted accounting principles.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
New Orleans, Louisiana
June 12, 1996
<PAGE>
PETROLEUM HELICOPTERS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
April 30, 1996 and 1995
(Thousands of dollars)
Assets 1996 1995
Current assets:
Cash and cash equivalents $ 1,899 $2,506
Accounts receivable - net of allowance:
Trade 27,305 28,655
Investee companies 298 950
Notes and other 1,122 888
Inventory of spare parts and aviation fuel -
at lower of average cost or market 25,947 25,560
Prepaid expenses 1,159 989
Refundable income taxes 737 -
Notes receivable - investee companies 1,166 -
Assets held for sale - 215
______ ______
Total current assets 59,633 59,763
______ ______
Notes receivable 358 -
______ ______
Investments 4,890 1,002
______ ______
Property and equipment, at cost:
Flight equipment 189,956 180,064
Other 22,845 19,752
_______ _______
212,801 199,816
Less accumulated depreciation (116,469) (113,568)
________ ________
96,332 86,248
________ ________
Other 102 95
________ ________
Total assets $ 161,315 $ 147,108
======== ========
(Continued)<PAGE>
PETROLEUM HELICOPTERS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
(Thousands of dollars)
Liabilities and Shareholders' Equity 1996 1995
Current liabilities:
Accounts payable - trade $ 8,209 $5,805
Accrued expenses 10,869 9,419
Accrued vacation pay 4,813 4,897
Income taxes payable - 331
Current portion of long-term debt 8,810 8,755
Other 389 747
______ ______
Total current liabilities 33,090 29,954
______ ______
Long-term debt 28,522 27,060
______ ______
Deferred income taxes 14,966 12,066
______ ______
Other long-term liabilities 3,336 2,321
______ ______
Shareholders' equity:
Voting common stock - par value of $.10;
authorized 12,500,000; issued shares of
2,799,761 and 2,864,760 in 1996 and 1995 280 286
Non-voting common stock - par value of $.10;
authorized 12,500,000; issued shares of 2,276,093
and 2,200,830 in 1996 and 1995 227 220
______ ______
Total common stock 507 506
Additional paid-in capital 10,220 10,118
Retained earnings 70,674 65,083
______ ______
81,401 75,707
Total liabilities and shareholders' ______ ______
equity $ 161,315 $ 147,108
======= =======
See accompanying notes to consolidated financial statements.
<PAGE>
PETROLEUM HELICOPTERS, INC.
AND SUBSIDIARIES
Consolidated Statements of Earnings
Years ended April 30, 1996, 1995 and 1994
(Thousands of dollars and shares, except per share amounts)
1996 1995 1994
Revenues:
Operating revenues $ 185,865 $ 174,397 $ 178,697
Gain on equipment disposals 1,067 1,091 475
Equity in net earnings (losses) of
investee companies 397 (83) -
_______ _______ _______
187,329 175,405 179,172
_______ _______ _______
Expenses:
Direct expenses 161,807 153,282 162,227
Selling, general and administrative 11,871 10,237 8,715
Interest expense 3,098 3,098 2,676
_______ _______ _______
176,776 166,617 173,618
_______ _______ _______
Earnings before income taxes 10,553 8,788 5,554
Income taxes 4,087 3,606 2,221
_______ _______ _______
Net earnings $ 6,466 $ 5,182 $ 3,333
======= ======= =======
Net earnings per share $ 1.28 $ 0.96 $ 0.61
======= ======= =======
Weighted average common shares
outstanding 5,066 5,409 5,478
======= ======= =======
Dividends declared per common share $ 0.17 $ 0.06 $ -
======= ======= =======
See accompanying notes to consolidated financial statements.<PAGE>
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(Thousands of dollars and shares)
<TABLE>
<CAPTION>
Voting
Voting Non-Voting Common Stock Additional
Common Stock Common Stock Held in Treasury Paid-in Retained
Shares Amount Shares Amount Shares Amount Capital Earnings
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
Equity adjustment
on translation - - - - - - - (13)
Stock Options
Exercised 10 1 - - - - 99 -
Other (75) (7) 75 7 - - 3 -
Net Earnings - - - - - - - 6,466
Dividends - - - - - - - (862)
_____ _____ _____ _____ _____ _____ _____ _____
Balance
April 30, 1996 2,800 $ 280 2,276 $ 227 - - 10,220 $ 70,674
===== ===== ===== ===== ===== ===== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements.<PAGE>
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 1996, 1995 and 1994
(Thousands of dollars)
1996 1995 1994
Operating activities:
Net earnings $ 6,466 $ 5,182 $ 3,333
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation 8,344 8,413 8,573
Deferred income taxes 2,900 2,043 1,138
Gain on equipment disposals (1,067) (1,091) (475)
Equity in net (earnings) losses of
investee companies (397) 83 -
Changes in operating assets
and liabilities:
Decrease (increase)
in accounts receivable 1,217 (3,043) 3,156
Increase in inventory (387) (710) (258)
Decrease (increase) in
prepaid expenses and
refundable income taxes,
and notes receivable (2,080) 653 1,368
Increase (decrease) in
accounts payable -
trade and other accrued expenses 2,646 2,746 (312)
Increase (decrease) in
income taxes payable (325) 331 -
Other 2,032 59 (83)
______ ______ ______
Net cash provided by
operating activities 19,349 14,666 16,440
Investing activities:
Investments (3,303) - -
Purchase of property and equipment (23,808) (20,326) (14,330)
Proceeds from sales of property
and equipment 6,147 12,125 1,672
Other - - (290)
______ ______ ______
Net cash used in investing activities (20,964) (8,201) (12,948)
______ ______ ______
Financing activities:
Proceeds from long-term debt 23,303 13,000 32,780
Payments on long-term debt (21,787) (17,738) (33,011)
Issuance of common stock 100 - -
Purchase of treasury stock - (4,471) -
Dividends paid (608) (320) -
______ ______ ______
Net cash provided (used) in
financing activities 1,008 (9,529) (231)
______ ______ ______
Increase (decrease) in cash and
cash equivalents (607) (3,064) 3,261
Cash and cash equivalents at
beginning of year 2,506 5,570 2,309
______ ______ ______
Cash and cash equivalents at end of year $ 1,899 $ 2,506 $ 5,570
====== ====== ======
See accompanying notes to consolidated financial statements.<PAGE>
PETROLEUM HELICOPTERS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
April 30, 1996, 1995 and 1994
(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
(the Company) after the elimination of all significant
intercompany accounts and transactions. Investments in 20 to
50 percent owned affiliates are accounted for by the equity
method and consist primarily of investments in foreign
affiliates.
(b)Use of Estimates
In preparing the company's financial statements management
makes informed estimates and assumptions that affect the
amounts reported in the financial statements and related
disclosures. Actual results may differ from these estimates.
(c)Cash Equivalents
The Company considers cash equivalents to include demand
deposits and investments with original maturity dates of three
months or less.
(d)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.
(e) 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.
(f)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.
(g) 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.
(h)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.
<PAGE>
(i)Reclassifications
Certain reclassifications have been made to the prior years
financial statements in order to conform with the
classifications adopted for reporting in 1996.
(j)Fair Value of Financial Instruments
Fair value of cash, cash equivalents, accounts receivable,
accounts payable and debt approximates book value at April 30,
1996.
(k)New Accounting Pronouncements
The Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 121.
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." This statement is
effective for fiscal years beginning after December 15, 1995.
Management does not believe that this pronouncement will have
a material impact on its fiscal 1997 consolidated financial
statements.
The FASB also issued SFAS No. 123. "Accounting for Stock Based
Compensation," effective also for fiscal years beginning after
December 15, 1995. The new statement encourages, but does
not require, companies to measure stock-based compensation
cost using a fair value method, rather than the intrinsic
value method prescribed by Accounting Principles Board (APB)
opinion No. 25. Companies choosing to continue to measure
stock-based compensation using the intrinsic value method must
disclose on a pro forma basis net earnings and net earnings
per share as if the fair value method were used. Management
is currently evaluating the requirements of SFAS No. 123.<PAGE>
(2) Long-Term Debt
1996 1995
(Thousands of dollars)
Secured term loan note due in quarterly
installments of $2,000,000 commencing
January 31, 1991, with interest (April 30,
1996 - 8.2% and April 30, 1995 - 8.4%)
fluctuating with libor and prime $ 25,562 $ 27,790
Secured note due October 31, 1997, under a
revolving credit facility totaling
$15,000,000 with interest (April 30, 1996 -
8.2% and April 30, 1995 - 8.4%) fluctuating
with libor and prime 4,500 -
Secured 10 year promissory notes due in
monthly installments of $107,747
commencing July 9, 1993 with a fixed
interest rate of 7.0% 7,270 8,025
______ ______
37,332 35,815
Less current portion 8,810 8,755
______ ______
Long-term portion $ 28,522 $ 27,060
====== ======
Scheduled maturities of long-term debt are as follows:
(Thousands of dollars)
1997 $ 8,810
1998 8,868
1999 8,931
2000 7,060
2001 1,070
Thereafter 2,593
______
$ 37,332
======
<PAGE>
At April 30, 1996, the following assets and their related book
values are pledged as collateral on notes aggregating $37.3 million:
(Thousands of dollars)
Equipment, net of depreciation $ 46,865
Inventory 25,595
Accounts receivable, net 26,144
______
$ 98,604
======
The secured term and revolving loan agreements require the Company
to maintain certain levels of working capital and shareholders'
equity and contain other provisions some of which restrict
expenditures for the purchase of the Company's stock, for capital
expenditures and for payment of dividends. Such agreements also
limit the creation, incurrence or assumption of Funded Debt (as
defined, which includes long-term debt), and the acquisition of
investments. At April 30, 1996, the Company's working capital
exceeded the amount required by approximately $ .7 million, and
shareholders' equity exceeded the required level by approximately $
5.9 million. Dividends are generally limited to 20% of net
earnings.
At April 30, 1996, the Company was in compliance with the provisions
of its loan agreements.
The secured term and revolving loan agreement 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 0.5% above the applicable prime rate and from 1.5% to
2.25% above LIBOR.
Interest paid was $3,351,000, $2,970,000, and $2,136,000 for the
years ended April 30, 1996, 1995 and 1994, respectively.
(3) Income Taxes
Income tax expense for the three years ended April 30, 1996, is
composed of the following:
1996 1995 1994
(Thousands of dollars)
Current:
Federal $ 757 $ 1,234 $ 853
State 344 270 148
Foreign 85 59 82
Deferred - principally Federal 2,901 2,043 1,138
______ ______ ______
$ 4,087 $ 3,606 $ 2,221
====== ====== ======
Deferred income tax expense (benefit) results from the following:
1996 1995 1994
(Thousands of dollars)
Accelerated depreciation $ 1,408 $ 2,564 $ 1,496
Accrued expenses and other liabilities (138) (2,353) (636)
Effect of tax credits 1,631 1,832 278
______ ______ ______
$ 2,901 $ 2,043 $ 1,138
====== ====== ======
Income tax expense as a percentage of pre-tax earnings varies from
the effective Federal statutory rate of 34% as a result of the
following:
Years ended April 30
1996 1995 1994
Amount % Amount % Amount %
(Thousands of dollars, except percentages)
Income taxes at
statutory rate $ 3,588 34 $ 2,988 34 $ 1,888 34
Increase (decrease) in taxes
resulting from:
Equity in net (earnings) losses
of consolidated
investee companies (134) (1) 28 - - -
Effect of state income
taxes 227 2 178 2 98 2
Other items - net 406 4 412 5 235 4
______ ___ ______ ___ ______ ___
$ 4,087 39 $ 3,606 41 $ 2,221 40
====== === ====== === ====== ===
For income tax purposes, the Company had approximately $ 81,000 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, 1996 and 1995 are presented below:
1996 1995
(Thousands of dollars)
Deferred tax assets:
Tax credits $ 645 $ 2,276
Vacation accrual 1,774 1,812
Inventory valuation 881 792
Workman's compensation reserve 381 518
Other 2,678 2,423
_____ _____
Total deferred tax assets 6,359 7,821
_____ _____
Deferred tax liabilities:
Tax depreciation in excess of book
depreciation 20,840 19,432
Other 485 455
______ ______
Total deferred tax liabilities 21,325 19,887
______ ______
Net deferred tax liability $ 14,966 $ 12,066
====== ======
No valuation allowance was recorded against the net deferred tax
assets because management believes that the deferred tax assets will
more than likely be realized in full through future operating
results and the reversal of taxable temporary differences.
Income taxes paid were approximately $2,267,000, $1,168,000, and
$470,000 for the years ended April 30, 1996, 1995 and 1994,
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 $1,616,000, $1,586,000, and
$1,604,000 for the years ended April 30, 1996, 1995 and 1994,
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, of which the
Company is the sole owner and beneficiary, were purchased on
the lives of each of the participants. Supplemental retirement
benefits were based on one-third (1/3) of the participants'
monthly income at the 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 $ 308,000 for 1996 and $
197,000 for 1995.
During fiscal 1996, the Board of Directors approved an Officer
Deferred Compensation Plan and a Director Deferred Compensation
Plan. Both plans were 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.
Effective May, 1995 the Company's Board of Directors adopted the PHI
1995 Incentive Plan (the "1995 Plan"). The plan was approved at the
Annual Meeting of Shareholders on September 22, 1995. The Company
is authorized to issue a total of 175,000 shares of voting common
stock and 325,000 shares of non-voting common stock under the 1995
Plan. The Compensation Committee of the Board of Directors is
authorized under the 1995 Plan to grant stock options, restricted
stock, stock appreciation rights, performance shares, stock awards
and cash awards. During fiscal 1996, 23,200 and 58,000 non-
qualified stock options for voting and non-voting common stock,
respectively, were granted under the 1995 Plan. The exercise price
of the grants is equal to the fair market value of the underlying
stock at the date of grant. These options will vest on July 31,
1996 only to the extent certain 1996 performance targets are met.
In the event any of the stock options become vested, one-half become
exercisable on July 31, 1996 and one-half become exercisable on July
31, 1997. The stock options expire on May 31, 2005.
A summary of the Plans' activities for the years ended April 30, 1996, 1995,
and 1994 is as follows:
<TABLE>
(CAPTION>
1992 Plan Other 1995 Plan
Options Options Options
<S> <C> <C> <C> <C> <C>
Total Non-Voting Voting Voting Non-Voting
Balance outstanding at
April 30, 1993 15,000 - 15,000 - -
Options granted at $15.50 87,000 87,000 - - -
Options cancelled (6,000) (6,000) - - -
_______ _______ _______ _______ _______
Balance outstanding at
April 30, 1994 96,000 81,000 15,000 - -
Options cancelled (6,000) (6,000) - - -
_______ _______ _______ _______ _______
Balance outstanding at
April 30, 1995 90,000 75,000 15,000 - -
_______ _______ _______ _______ _______
Options granted at $9.75
(voting) and $8.50
(non-voting) 81,200 - - 23,200 58,000
Options exercised (10,000) - (10,000) - -
_______ _______ _______ _______ _______
Balance outstanding at
April 30, 1996 161,200 75,000 5,000 23,200 58,000
======= ======= ======= ======= =======
Shares exercisable at
April 30, 1994 - - - - -
======= ======= ======= ======= =======
Shares exercisable at
April 30, 1995 30,000 25,000 5,000 - -
======= ======= ======= ======= =======
Shares exercisable at
April 30, 1996 50,000 50,000 - - -
======= ======= ======= ======= =======
Shares available for
future grant at
April 30, 1996 443,800 25,000 - 151,800 267,000
======== ======= ======= ======= =======
</TABLE>
(6) Supplemental Cash Flow Information and Financing Activities
In 1996, the Company entered into agreements for the sale and
leaseback of two helicopters. The book values of the equipment
totalling $ 3.5 million were removed from the balance sheet, and the
gains realized on the sale transactions totalling $ 0.3 million were
deferred and are being credited to income as rent expense
adjustments over the lease term. Rentals on these transactions
average $ 0.4 million annually.
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.
On July 13, 1995 the Company purchased 49% of Irish Helicopters
Limited (IHL) based in Dublin Ireland for $3 million. IHL operates
five aircraft which are engaged primarily in search and rescue
missions off the Irish Coast.
(7) Shareholders' Equity
In connection with the Company's reincorporation, which was approved
by the shareholders at the Company's September 28, 1994 annual
meeting of shareholders, the par value of the voting common stock
and non-voting common stock was changed 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, 1996, as follows:
(Thousands of dollars)
1997 $ 11,079
1998 10,742
1999 10,641
2000 10,425
2001 10,181
Thereafter 14,903
______
$ 67,971
======
Rental expense consisted of the following:
(Thousands of dollars)
(Years ended April 30)
1996 1995 1994
Aircraft $ 12,145 $ 11,364 $ 12,369
Other 1,690 1,745 1,637
______ ______ ______
$ 13,835 $ 13,109 $ 14,006
====== ====== ======
Subsequent to year end, the Company purchased six aircraft for an
aggregate of $ 4 million. In addition, the Company plans to
purchase twenty-two helicopters in 1997. The total purchase price is
estimated to be $ 21 million. These purchases are subject to
obtaining customer commitments.
In the first quarter of fiscal 1996 the Company began an
environmental review at selected domestic bases. Based on this
review, known or suspected fuel contamination has been identified at
eight of its bases. Management now believes it is possible that
similar fuel contamination will be found at additional bases.
<PAGE>
During the prior year, initial assessments of the costs to remediate
this contamination were commenced and a preliminary estimate of the
costs expected to be incurred at three of the Company's bases was
received. The Company is seeking additional information regarding
this preliminary estimate, and further assessments are planned at
all other bases at which known or suspected fuel contamination has
been identified. Depending in part upon the results of these
assessments, the Company also anticipates that it will conduct
additional studies at its other bases. Based on the information
currently available to management, an additional provision of
$1,500,000 has been made in the current year. The Company has
expensed, including reserve provisions for environmental costs,
$1,797,000 for the current year. The aggregate reserve for
environmental related costs, at April 30, 1996, is $1.7 million.
The Company will make additional provisions in future periods to the
extent appropriate as further information regarding these costs
becomes available.
A director of the Company serves as Chairman of the Board of Aviall,
Inc., a supplier of parts to the Company. During fiscal 1996, total
purchases from Aviall were $ 6 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.
(9) Supplementary Data - Quarterly Financial Data (Unaudited)
The summarized quarterly results of operations for the years ended
April 30,1996 and 1995 (in thousands of dollars, except per share data)
are as follows:
Quarter Ended
July 31, October 31, January 31, April 30,
1995 1995 1996 1996
Revenues $ 46,710 $ 48,418 $ 45,712 $ 46,489
Gross profit $ 5,307 $ 6,406 $ 5,644 $ 6,701
Net earnings $ 1,391 $ 1,934 $ 1,339 $ 1,802
Net earnings per share $ .27 $ .39 $ .26 $ .36
<PAGE>
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
<PAGE>
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' Report
Consolidated Balance Sheets at April 30, 1996 and 1995
Consolidated Statements of Earnings for each of the years in
the three year period ended April 30, 1996
Consolidated Statements of Shareholders' Equity for each of
the years in the three year period ended April 30, 1996
Consolidated Statements of Cash Flows for each of the years
in the three year period ended April 30, 1996
Notes to Consolidated Financial Statements
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.
3. Exhibits
3.1 (i) Article of Incorporation of the Company
(incorported) by reference to Exhibibt No.
3.1(i) to PHI's Reporton Form 10-Q for the
quarterly period ended January 31, 1996.
(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 January 31, 1996).
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, 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 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 or 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).
(vii) Sixth Amendment to Amended and Restated Loan
Agreement, dated as of February 27, 1995.
(viii) Seventh Amendment to Amended and Restated
Loan Agreement, dated as of October 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).
10.12 Amended and Restated Petroleum Helicopters, Inc.
1995 Incentive Compensation Plan adopted by PHI's
Board effective July 11, 1995 and approved by the
shareholders of PHI on September 22, 1995.
10.13 Form of Non-Qualified Stock Option Agreement under
the Petroleum Helicopters, Inc. 1995 Incentive
Compensation Plan between PHI and certain of its
key employees.
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
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company
during the fourth quarter of fiscal 1996.
(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.
<PAGE>
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, 1996
Carroll W. Suggs Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ John H. Untereker Vice President and July 26, 1996
John H. Untereker Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Leonard M. Horner Director July 26, 1996
Leonard M. Horner
/s/ Robert G. Lambert Director July 26, 1996
Robert G. Lambert
357\60106\013
<PAGE>
SIGNATURE
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.
PETROLEUM HELICOPTERS, INC.
Date: July 29, 1996 /s/ John H. Untereker
John H. Untereker
Vice President and Chief Financial
Officer
<PAGE>
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 January 31, 1996).
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 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).
(vii) Sixth Amendment to Amended and Restated Loan Agreement,
dated as of February 27, 1995.
(viii) Seventh Amendment to Amended and Restated Loan
Agreement, dated as of October 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).
10.12 Amended and Restated Petroleum Helicopters, Inc. 1995
Incentive Compensation Plan adopted by PHI's Board
effective July 11, 1995 and approved by the shareholders
of PHI on September 22, 1995.
10.13 Form of Non-Qualified Stock Option Agreement under the
Petroleum Helicopters, Inc. 1995 Incentive Compensation
Plan between PHI and certain of its key employees.
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
27.1 Financial Data Schedule
