OFFSHORE LOGISTICS INC
10-Q, 1998-02-17
AIR TRANSPORTATION, NONSCHEDULED
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                      SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q

          (X) Quarterly  Report  Pursuant  to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
              For the quarterly period ended December 31, 1997

           ( ) Transition Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934
                  For the transition period _____ to _____

                        Commission File Number 0-5232

                           Offshore Logistics, Inc.
          (Exact name of registrant as specified in its charter)

            Delaware                                           72-0679819
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                           Identification Number)

           224 Rue de Jean
   P. O. Box 5C, Lafayette, Louisiana                            70505
(Address of principal executive offices)                       (Zip Code)

   Registrant's telephone number, including area code: (318) 233-1221


(Former name, former address and former fiscal year, if changed since last
 report)

     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,  and (2) has been  subject to such filing
requirements for the past 90 days. Yes (X) No ( )

     Indicate the number shares  outstanding of each of the issuer's  classes of
Common Stock, as of December 31, 1997.

            21,854,921 shares of Common Stock, $.01 par value

================================================================================



<PAGE>




                                  OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                                      Consolidated Statement of Income
                               (thousands of dollars, except per share amounts)

<TABLE>
<CAPTION>



                                                                      Three Months Ended          Nine Months Ended
                                                                         December 31,                December 31,

                                                                      1997           1996         1997         1996
                                                                      ----           ----         ----         ----
<S>                                                              <C>              <C>          <C>          <C>
GROSS REVENUE
Operating revenue................................................$     113,177    $  40,958    $ 320,969    $ 104,088
Gain (loss) on disposal of equipment .............................        (227)         501         (473)         392
                                                                     ---------    ---------    ---------    ---------
                                                                       112,950       41,459      320,496      104,480

OPERATING EXPENSES
Direct cost ......................................................      83,459       29,167      233,903       73,164
Depreciation and amortization ....................................       8,322        2,945       24,401        7,439
General and administrative .......................................       7,191        2,706       20,517        7,479
                                                                     ---------    ---------    ---------    ---------
                                                                        98,972       34,818      278,821       88,082
                                                                     ---------    ---------    ---------    ---------

OPERATING INCOME .................................................      13,978        6,641       41,675       16,398
Earnings from unconsolidated entities ............................       2,289        1,018        5,006        3,374
Interest income ..................................................         539        1,240        2,151        3,373
Interest expense .................................................       5,057          729       15,584          810
                                                                     ---------    ---------    ---------    ---------

INCOME FROM CONTINUING OPERATIONS
BEFORE PROVISION FOR INCOME TAXES ................................      11,749        8,170       33,248       22,335
Provision for income taxes .......................................       3,524        2,614        9,973        6,965
Minority interest ................................................        (262)         (34)        (760)         (34)
                                                                     ---------    ---------    ---------    ---------

INCOME FROM CONTINUING OPERATIONS ................................       7,963        5,522       22,515       15,336

Discontinued operations:
    Income (Loss) from CPS operations ............................        --             86         (230)         178
    Gain on sale of CPS ..........................................        --           --            384         --
                                                                     ---------    ---------    ---------    ---------
                                                                          --             86          154          178
                                                                     ---------    ---------    ---------    ---------
NET INCOME.......................................................$       7,963    $   5,608    $  22,669    $  15,514
                                                                     =========    =========    =========    =========

BASIC:
Income per common share:
    Continuing operations........................................$        0.37    $    0.28    $    1.06    $    0.78
    Discontinued operations ......................................          --           --           --         0.01
                                                                     ---------    ---------    ---------    ---------

Net income per common share......................................$        0.37    $    0.28    $    1.06    $    0.79
                                                                     =========    =========    =========    =========

DILUTED:
Income per common share:
    Continuing operations........................................$        0.34    $    0.27    $    0.99    $    0.77
    Discontinued operations ......................................          --           --           --         0.01 
                                                                     ---------    ---------    ---------    ---------
                                                                                                                
Net income per common share......................................$        0.34    $    0.27    $    0.99    $    0.78
                                                                     =========    =========    =========    =========

</TABLE>
<PAGE>



                           OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                                  Consolidated Balance Sheet
                                    (thousands of dollars)

<TABLE>
<CAPTION>

                                                                                  December 31,     March 31,
                                                                                      1997            1997
                                                                                      ----            ----
ASSETS
<S>                                                                               <C>              <C>                  
Current Assets:
    Cash and cash equivalents.....................................................$      22,631    $  29,829
    Accounts receivable ...........................................................      79,456       88,268
    Inventories ...................................................................      74,851       70,827
    Net assets of discontinued operations .........................................        --          6,686
    Prepaid expenses ..............................................................       1,994          887
                                                                                      ---------    ---------
       Total current assets .......................................................     178,932      196,497

Investments in unconsolidated entities ............................................      10,234        9,250
Property and equipment - at cost:
    Land and buildings ............................................................      13,033       13,175
    Aircraft and equipment ........................................................     542,329      497,672
                                                                                      ---------    ---------
                                                                                        555,362      510,847
Less:  accumulated depreciation and amortization ..................................     (90,874)     (74,465)
                                                                                      ---------    ---------
                                                                                        464,488      436,382
Other assets, primarily goodwill ..................................................      30,838       32,084
                                                                                      ---------    ---------

                                                                                  $     684,492    $ 674,213
                                                                                      =========    =========

LIABILITIES AND STOCKHOLDERS' INVESTMENT 
Current Liabilities:
    Accounts payable..............................................................$      32,570    $  31,166
    Accrued liabilities ...........................................................      37,497       38,592
    Deferred taxes ................................................................      18,105       17,968
    Current maturities of long-term debt ..........................................       6,112       51,240
                                                                                      ---------    ---------
       Total current liabilities ..................................................      94,284      138,966

    Long-term debt, less current maturities .......................................     220,857      199,631
    Deferred credits ..............................................................       1,187          622
    Deferred taxes ................................................................      92,063       91,445
    Minority interest .............................................................       9,478        8,643

Stockholders' Investment:
    Common Stock, $.01 par value, authorized
      35,000,000 shares; outstanding 21,854,921
      and 21,081,133 at December 31, and March 31, 
      respectively (exclusive of 517,550 treasury shares) .........................         219          211
    Additional paid-in capital ....................................................     123,061      115,346
    Retained earnings .............................................................     143,455      120,786
    Cumulative translation adjustment .............................................        (112)      (1,437)
                                                                                      ---------    ---------
                                                                                        266,623      234,906
                                                                                      ---------    ---------
                                                                                  $     684,492    $ 674,213
                                                                                     ==========    =========


</TABLE>
<PAGE>


                           OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                             Consolidated Statement of Cash Flows
                                    (thousands of dollars)

<TABLE>
<CAPTION>

                                                                                         Nine Months Ended
                                                                                            December 31,
                                                                                       1997           1996
                                                                                       ----           ----
<S>                                                                               <C>              <C>
Cash flows from operating activities:
    Net income....................................................................$      22,669    $  15,514
Adjustments to reconcile net income to cash
provided by operating activities:
    Depreciation and amortization .................................................      24,401        7,990
    Increase (decrease) in deferred taxes .........................................       7,283         (162)
    (Gain) loss on asset dispositions .............................................         473         (344)
    Equity in earnings from unconsolidated entities
       over dividends received ....................................................        (666)        --
    Minority interest in earnings .................................................         760           (1)
    Discontinued operations .......................................................         230         (178)
    (Increase) decrease in accounts receivable ....................................       9,817       (5,500)
    Increase in inventories .......................................................      (3,454)      (1,729)
    Increase in prepaid expenses and other ........................................      (1,581)      (2,887)
    Decrease in accounts payable ..................................................        (993)      (1,900)
    Increase (decrease) in accrued liabilities ....................................      (2,733)      10,269
    Increase in deferred credits ..................................................         566          618
                                                                                      ---------    ---------
Net cash provided by operating activities .........................................      56,772       21,690
                                                                                      ---------    ---------

Cash flows from investing activities:
Capital expenditures ..............................................................     (59,260)      (4,290)
Proceeds from asset dispositions ..................................................      10,540        1,046
Proceeds from CPS disposal ........................................................       5,700         --
Proceeds from maturity of marketable securities ...................................        --         20,001
Cash used in Bristow transaction, net of cash received ............................        --       (153,029)
Acquisitions, net of cash received ................................................        (353)        --
                                                                                      ---------    ---------
Net cash used in investing activities .............................................     (43,373)    (136,272)
                                                                                      ---------    ---------

Cash flows from financing activities:
    Proceeds from borrowings ......................................................      27,120       88,418
    Repayment of debt .............................................................     (55,844)      (2,000)
    Issuance of common stock ......................................................       7,723        1,576
                                                                                      ---------    ---------
Net cash provided by (used in) financing activities ...............................     (21,001)      87,994
                                                                                      ---------    ---------

Effect of exchange rate changes in cash ...........................................         404            7
Net decrease in cash and cash equivalents .........................................      (7,198)     (26,581)
Cash and cash equivalents at beginning of period ..................................      29,829       53,273
                                                                                      ---------    ---------

Cash and cash equivalents at end of quarter.......................................$      22,631    $  26,692
                                                                                      =========    =========

Supplemental disclosure of cash flow information  
Cash paid during the period for:
    Interest......................................................................$      16,514    $   2,827
    Income taxes ..................................................................         957        6,338


</TABLE>
<PAGE>




               OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997

NOTE A - Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
information  and  footnotes  necessary  for a  fair  presentation  of  financial
position,  results of  operations,  and cash flows in conformity  with generally
accepted accounting  principles.  In the opinion of management,  any adjustments
considered  necessary  for a fair  presentation  have been  included.  Operating
results  for the nine  months  ended  December  31,  1997,  are not  necessarily
indicative  of the results  that may be expected  for the year ending  March 31,
1998. For further  information,  refer to the consolidated  financial statements
and footnotes  included in the Company's Annual Report on Form 10-K for the nine
month period ended March 31, 1997.

NOTE B - Investment in Bristow

         On December  19,  1996,  OLOG  acquired  49% of the common  stock and a
significant amount of Bristow Aviation Holdings,  Ltd. ("Bristow")  subordinated
debt as detailed below.  Bristow is incorporated in England and holds all of the
outstanding  shares  in  Bristow  Helicopter  Group  Limited  ("BHGL").  Bristow
provides  helicopter  services to the North Sea oil and gas  industry.  Services
consist  of  short  and long  range  crew  change  flights,  offshore-based  and
inter-platform shuttle operations,  and search and rescue missions. Bristow also
operates aircraft in Australia,  Brunei, Cambodia, China, Nigeria, South America
and Vietnam among others.

         The investment  was accounted for by the purchase  method of accounting
under Accounting  Principals Board Opinion No. 16, as amended,  and accordingly,
the results of operations of Bristow for the nine months ended December 31, 1997
are included in the accompanying  consolidated  financial statements.  The total
consideration  has been allocated to Bristow's  assets and liabilities  based on
the estimated fair market value as of December 19, 1996.

         The following unaudited pro forma financial information for the Company
gives effect to the Bristow  investment  as if it had occurred on April 1, 1996.
These pro forma results have been prepared for comparative  purposes only and do
not purport to be indicative of the results of operations  which  actually would
have resulted had the acquisitions occurred on the date indicated,  or which may
result in the future.  The pro forma results  follow (in  thousands,  except per
share data):
<TABLE>
<CAPTION>


                                                                    Nine Months Ended
                                                                    December 31, 1996
                                                                    -----------------
                                                                       (unaudited)
<S>                                                                    <C>

Gross revenue..........................................................$   293,168
                                                                           =======
Income from continuing operations......................................$    17,521
                                                                           =======
Earnings per common share
    Income from continuing operations:
         Basic.........................................................$      0.84
                                                                           =======
         Diluted.......................................................$      0.81
                                                                           =======

</TABLE>
<PAGE>




NOTE C - Earnings per Share

     In 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards (SFAS) No. 128, "Earnings Per Share".  SFAS No.
128 replaced the  previously  reported  primary and  fully-diluted  earnings per
share with basic and diluted earnings per share.

         Basic earnings per common share were computed by dividing net income by
the weighted  average  number of shares of common stock  outstanding  during the
year.  Diluted  earnings  per common  share for the three months and nine months
ended  December 31, 1996 and 1997 were  determined on the  assumptions  that the
convertible  debt was converted  upon issuance on December 17, 1996 and on April
1, 1997,  respectively.  The Company adopted SFAS No. 128, "Earnings per Share,"
effective  December 15, 1997.  All income per share amounts for all periods have
been presented, and where necessary,  restated to conform to the requirements of
SFAS No.  128.  The  following  table  sets forth the  computation  of basic and
diluted income from continuing operations per share:

<TABLE>
<CAPTION>

                                                                 Three Months Ended           Nine Months Ended
                                                                   December 31,                   December 31,
                                                                 1997           1996          1997           1996
                                                                 ----           ----          ----           ----
<S>                                                        <C>               <C>
Income from Continuing Operations (thousands of dollars):
    Income available to common stockholders................$         7,963   $     5,522   $    22,669   $    15,336
    Interest on convertible debt, net of taxes .............         1,029           149         3,087           149
                                                               -----------   -----------   -----------   -----------
    Income available to common stockholders, plus
       assumed conversions.................................$         8,992   $     5,671   $    25,756   $    15,485
                                                               ===========   ===========   ===========   ===========

Shares:
    Weighted average number of common shares outstanding ...    21,811,296    19,744,314    21,355,546    19,572,791
    Options ................................................       217,005       397,817       322,277       314,400
    Warrants ...............................................          --          31,974          --          26,174
    Convertible debt .......................................     4,286,520       559,111     4,286,520       186,370
                                                               -----------   -----------   -----------   -----------
    Weighted average number of common shares outstanding,
       plus assumed conversions ............................    26,314,821    20,733,216    25,964,343    20,099,735
                                                               ===========   ===========   ===========   ===========

Income from Continuing Operations:
    Basic earnings per share...............................$          0.37   $      0.28   $      1.06   $      0.78
                                                               ===========   ===========   ===========   ===========

    Diluted earnings per share.............................$          0.34   $      0.27   $      0.99   $      0.77
                                                               ===========   ===========   ===========   ===========
</TABLE>
 
NOTE D - Discontinued Operations

         On July 16, 1997,  the Company  finalized the sale of its investment in
Cathodic Protection Services to Corrpro Companies, Inc. As a result of the sale,
the  consolidated  financial  statements  of the Company have been  adjusted and
restated  to  reflect  the  results  of  operations  and net  assets of CPS as a
discontinued   operation  in  accordance  with  generally  accepted   accounting
principles.

NOTE E - Senior Notes

         On January 27,  1998,  the Company  completed  the sale of $100 million
aggregate  principal  amount of 7.875% Senior Notes due 2008 discounted to yield
7.915%,  which  resulted in net  proceeds to the  Company of $97.2  million.  On
January 29, 1998, the Company repaid  approximately  (pound)40.9  million ($67.5
million) of Bristow  debt  outstanding  as of December  31,  1997.  The weighted
average of the stated rates of interest on the  indebtedness  retired was 16.6%,
but had  been  adjusted  to 8.5% as a  result  of  purchase  accounting  for the
Company's investment in Bristow.

NOTE F - Commitments and Contingencies

         On August 6, 1997,  the domestic  pilots at Air  Logistics  ("Air Log")
voted to become members of the Office and Professional  Employees  International
Union ("OPEIU"). As of February 13, 1998, the Company has not begun negotiations
with the OPEIU. During the nine months ended December 31, 1997, $85.3 million of
operating revenues were from Air Log's domestic  operations.  In January,  1998,
the National Mediation Board (NMB) set aside the September 4, 1997,  election in
which  the  pilots  for  Air  Log's  principal  competitor  elected  not  to  be
represented by the Union. The NMB has called another election to be completed in
late March, 1998. In January, 1998, the OPEIU petitioned the NMB to organize Air
Log's  mechanics.  Certain  objections  to this petition have been filed and the
date of a possible election has not been  established.  Similar efforts may also
be taking place at some of Air Log's  competitors.  The Company does not believe
that the  result of these  organizing  efforts  will  place Air  Logistics  at a
competitive  disadvantage  with its competitors as management  believes that pay
scales and work rules will continue to be similar throughout the industry.







<PAGE>



                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The Company,  through its Air Logistics'  subsidiaries  ("Air Log") and
with its investment in Bristow Aviation Holdings Limited ("Bristow"), is a major
supplier of helicopter transportation services to the worldwide offshore oil and
gas industry. The Company also provides production personnel and medical support
services to the worldwide oil and gas industry.

         A summary of operating results for the applicable periods is as follows
(in thousands of dollars):

<TABLE>
<CAPTION>

                                                             Three Months Ended         Nine Months Ended
                                                                December 31,               December 31,
                                                             --------------------       -----------------
                                                             1997            1996       1997         1996
                                                             ----            ----       ----         ----

<S>                                                     <C>              <C>          <C>          <C>

Gross revenue...........................................$     112,950    $  41,459    $ 320,496    $ 104,480
Operating expenses ......................................      98,972       34,818      278,821       88,082
                                                            ---------    ---------    ---------    ---------

Operating income ........................................      13,978        6,641       41,675       16,398

Earnings from unconsolidated entities ...................       2,289        1,018        5,006        3,374
Interest income (expense), net ..........................      (4,518)         511      (13,433)       2,563
                                                            ---------    ---------    ---------    ---------

Income before provision for income taxes ................      11,749        8,170       33,248       22,335

Provision for income taxes ..............................       3,524        2,614        9,973        6,965
Minority interest .......................................        (262)         (34)        (760)         (34)
Discontinued operations .................................        --             86          154          178
                                                            ---------    ---------    ---------    ---------

Net income..............................................$       7,963    $   5,608    $  22,669    $  15,514
                                                            =========    =========    =========    =========

</TABLE>

Results of Operations

Helicopter Activities

         Air Log and Bristow conduct  helicopter  activities  principally in the
Gulf of Mexico and the North Sea,  respectively,  where they provide  support to
the  production,   exploration  and  construction  activities  of  oil  and  gas
companies.  Air Log also charters helicopters to governmental  entities involved
in regulating  offshore oil and gas  operations  in the Gulf of Mexico.  Bristow
also  provides  search and rescue work for the British  Coast  Guard.  Air Log's
Alaskan activity is primarily  related to providing  helicopter  services to the
Alyeska Pipeline.  Air Log has service agreements with, and equity interests in,
entities that operate aircraft in Egypt and Mexico ("unconsolidated  entities").
Air Log and Bristow also operate in various other international areas (including
Australia,  Bolivia,  Brazil, Brunei, China,  Colombia,  the Falklands,  Mexico,
Nigeria  and  Trinidad).  These  international  operations  are subject to local
governmental   regulations  and  to  uncertainties  of  economic  and  political
conditions in those areas.



<PAGE>



The  following  table sets forth  certain  operating  data related to helicopter
activities.
<TABLE>
<CAPTION>


                                                                         Three Months Ended       Nine Months Ended
                                                                            December  31,           December 31,
                                                                         ------------------       ------------------
                                                                         1997         1996        1997          1996
                                                                         ----         ----        ----          ----
                                                                              (in thousands, except flight hours)
<S>                                                                   <C>          <C>         <C>          <C>    
Flight hours (excludes unconsolidated entities):
   Air Log ........................................................      33,286       28,408     106,875       87,962
   Bristow ........................................................      24,616        2,952      73,077        2,952
                                                                      ---------    ---------   ---------    ---------
      Total Helicopter Activities .................................      57,902       31,360     179,952       90,914
                                                                      =========    =========   =========    =========

Operating revenues:
   Air Log........................................................$      31,133    $  25,671   $  92,843    $  75,356
   Bristow ........................................................      71,963        8,163     198,987        8,163
   Eliminations ...................................................        (148)        --          (442)        --
                                                                      ---------    ---------   ---------    ---------
      Total Helicopter Activities.................................$     102,948    $  33,834   $ 291,388    $  83,519
                                                                      =========    =========   =========    =========

Operating income, excluding gain or loss on 
disposal of equipment:
   Air Log........................................................$       6,760    $   5,841   $  22,959    $  17,516
   Bristow ........................................................       7,301          627      19,316          627
                                                                      ---------    ---------   ---------    ---------
      Total Helicopter Activities.................................$      14,061    $   6,468   $  42,275    $  18,143
                                                                      =========    =========   =========    =========

Gross margin, excluding gain or loss on disposal of equipment:
   Air Log.........................................................       21.7%        22.8%       24.7%        23.2%
   Bristow.........................................................       10.1%         7.7%        9.7%         7.7%
      Total Helicopter Activities..................................       13.7%        19.1%       14.5%        21.7%
</TABLE>


         The results of  operations  in the Gulf of Mexico for the third quarter
of fiscal 1998 reflect the strong levels of activity in that area.  The increase
in flight  operations in the Gulf of Mexico resulted in an increase in operating
revenues and corresponding  operating expenses.  Gulf of Mexico flight hours for
the three months and nine months ended  December 31, 1997 were 27,273 and 86,434
and operating revenues were $27.0 million and $78.5 million,  respectively.  The
effect of additional  rate  increases and aircraft  deliveries  during the third
quarter  and fourth  quarter of fiscal  1998  should  have a positive  impact on
future  earnings  related  to Gulf  of  Mexico  operations  offset  somewhat  by
increases in salary cost effective during the third quarter of fiscal 1998.



<PAGE>



         Bristow's  flight  hours for the three  months  and nine  months  ended
December 31, 1997 were 24,616 and 73,077,  respectively.  Operating revenues for
the three months and nine months ended  December 31, 1997 were $72.0 million and
$199.0 million, respectively.  Operating income attributable to Bristow was $7.3
million and $19.3  million for the three months and nine months  ended  December
31, 1997.

         International  operating revenues from Air Log for the three months and
nine  months  ended  December  31,  1997 were $5.1  million  and $15.4  million,
respectively.  International  operating income from Air Log for the three months
and nine months ended December 31, 1997 were $1.6 million and $5.0 million.


Production Management Services

         Demand for GPM's services  remains strong and the Company  continues to
show improved results due to increased activity in the Gulf of Mexico. Operating
revenues for GPM were $10.8  million and $32.1  million for the three months and
nine months  ended  December  31,  1997.  Operating  expenses for GPM were $10.0
million and $29.7  million for the three months and nine months  ended  December
31, 1997.  GPM operating  income was $0.8 million and $2.4 million for the three
months and nine months ended  December  31,  1997,  compared to $0.4 million and
$0.8 million for the same periods in the prior year.


Liquidity and Capital Resources

         Cash and cash equivalents were $22.6 million as of December 31, 1997, a
$7.2 million  decrease from March 31, 1997.  Working  capital as of December 31,
1997 was  $84.6  million.  In May  1997,  the  Company  acquired  five  aircraft
(including  four Super Pumas which had  previously  been leased by Bristow under
short-term  operating leases) for $32.3 million.  The Company used existing cash
and incurred an  additional  $20.0  million of 7.9% fixed rate  financing,  that
amortizes over five years, to complete this  transaction.  Total debt was $227.0
million as of December 31, 1997.

         On January 27,  1998,  the Company  completed  the sale of $100 million
aggregate  principal  amount of 7.875% Senior Notes due 2008 discounted to yield
7.915%,  which  resulted in net  proceeds to the  Company of $97.2  million.  On
January 29, 1998, the Company repaid  approximately  (pound)40.9  million ($67.5
million) of Bristow  debt  outstanding  as of December  31,  1997.  The weighted
average of the stated rates of interest on the  indebtedness  retired was 16.6%,
but had  been  adjusted  to 8.5% as a  result  of  purchase  accounting  for the
Company's investment in Bristow.

         In January,  1998,  Bristow finalized a (pound)20 million ($33 million)
term loan with a U.K. bank as part of the total debt refinancing  plan. The debt
amortizes over four years at an interest rate of Sterling  LIBOR,  plus 0.8% per
annum.  The term loan is secured by certain of Bristow's  aircraft and guarantee
by U.K. subsidiaries.

         As of  December  31,  1997,  Bristow  had a  (pound)15  million  ($24.8
million) revolving credit facility with a syndicate of United Kingdom banks that
matures on June 30, 1999.  Bristow had no funds drawn under this  facility as of
December 31, 1997.

         As of  December  31,  1997,  OLOG had a $20 million  unsecured  working
capital line of credit with a bank that  expired on January 31, 1998.  Such line
was renewed with an expiration date of September 30, 1999.  Management  believes
that normal operations will provide  sufficient working capital and cash flow to
meet debt service in the foreseeable future.


<PAGE>



         Effective  income  tax  rates  for  interim  periods  are  based on the
Company's projected effective tax rate for the fiscal year then ended. Effective
July 1, 1997, the United Kingdom  lowered the corporate  income tax rates from a
maximum of 33% to 31%. The Company's  deferred tax liability was reduced by $6.2
million  as a result of the change in the U.K.  tax rate,  which was offset by a
reduction  in the  deferred  tax asset  related  to  foreign  tax  credits.  The
effective  tax rate was 30% for the three months and nine months ended  December
31,  1997.  The  effective  tax rate for the three  months and nine months ended
December 31, 1996, was 32% and 31%, respectively.

         The Company has received  notices from the United States  Environmental
Protection  Agency that it is one of approximately  160 potentially  responsible
parties ("PRP") at one Superfund site in Texas, one of over 300 PRPs at one site
in Louisiana and a PRP at one site in Rhode Island. The Company believes,  based
on presently  available  information,  that its potential liability for clean up
and other response costs in connection  with these sites is not likely to have a
material adverse effect on the Company's business or financial condition.


Forward Looking

         This report contains "forward-looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements
included  herein other than  statements of historical  fact are  forward-looking
statements.

         Although the Company believes that the  expectations  reflected in such
forward-looking  statements are  reasonable,  it can give no assurance that such
expectations will prove to be correct. Important factors that could cause actual
results  to  differ  materially  from the  Company's  expectations  ("Cautionary
Statements") may include,  but are not limited to, demand for Company  services,
worldwide  activity levels in oil and natural gas  exploration,  development and
production,  fluctuations  in oil and natural gas prices,  unionization  and the
response  thereto  of  the  Company's  customers,   currency   fluctuations  and
international   political   conditions.   All   subsequent   written   and  oral
forward-looking  statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the Cautionary Statements.


<PAGE>


                                       PART II


Item 6.       Exhibits and Reports on Form 8-K

(a)           Listed below are the documents filed as exhibits to this report:

                 Exhibit:
                    27.     Financial Data Schedule

(b)           No Reports on Form 8-K were filed during the quarter ended
              December 31, 1997.






<PAGE>

                                  SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   OFFSHORE LOGISTICS, INC.


                                        /s/ George M. Small
                                   BY: --------------------------------
                                       GEORGE M. SMALL
                                       President
         
         
                                   DATE:   February 17, 1998





                                        /s/ Drury A. Milke
                                    BY:--------------------------------
                                       DRURY A. MILKE
                                       Chief Financial Officer


                                    DATE:   February 17, 1998


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
The December 31, 1996 financial information has been restated to reflect CPS as
discontinued operations.  Balance sheet data is not disclosed in the accompany-
ing financial statements and thus a value of zero has been shown for purposes
of this financial data schedule.
</LEGEND>
<MULTIPLIER>                                   1,000

       
<S>                             <C>                         <C>
<PERIOD-TYPE>                   9-MOS                       9-MOS
<FISCAL-YEAR-END>                              MAR-31-1998           MAR-31-1997
<PERIOD-START>                                 APR-01-1997           APR-01-1996
<PERIOD-END>                                   DEC-31-1997           DEC-31-1996
<CASH>                                         22,631                0
<SECURITIES>                                   0                     0
<RECEIVABLES>                                  79,456                0
<ALLOWANCES>                                   0                     0
<INVENTORY>                                    74,851                0
<CURRENT-ASSETS>                               178,932               0
<PP&E>                                         555,362               0
<DEPRECIATION>                                 90,874                0
<TOTAL-ASSETS>                                 684,492               0
<CURRENT-LIABILITIES>                          94,284                0
<BONDS>                                        220,857               0
                          0                     0
                                    0                     0
<COMMON>                                       219                   0
<OTHER-SE>                                     266,404               0
<TOTAL-LIABILITY-AND-EQUITY>                   684,492               0
<SALES>                                        320,969               104,088
<TOTAL-REVENUES>                               320,496               104,480
<CGS>                                          233,903               73,164
<TOTAL-COSTS>                                  278,821               88,082
<OTHER-EXPENSES>                               0                     0
<LOSS-PROVISION>                               0                     0
<INTEREST-EXPENSE>                             15,584                810
<INCOME-PRETAX>                                33,248                22,335
<INCOME-TAX>                                   9,973                 6,965
<INCOME-CONTINUING>                            22,515                15,336
<DISCONTINUED>                                 0                     178
<EXTRAORDINARY>                                0                     0
<CHANGES>                                      0                     0
<NET-INCOME>                                   22,669                15,514
<EPS-PRIMARY>                                  1.06                  .79
<EPS-DILUTED>                                  .99                   .78
        


</TABLE>


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