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 September 30, 2000
|_| 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: (337) 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 November 1, 2000.
21,143,921 shares of Common Stock, $.01 par value
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(thousands of dollars, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2000 1999 2000 1999
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
GROSS REVENUE
Operating revenue.............................. $ 123,255 $ 104,977 $ 233,834 $ 211,395
Gain (loss) on disposal of assets.............. (137) 565 533 1,527
--------- --------- --------- ---------
123,118 105,542 234,367 212,922
--------- --------- --------- ---------
OPERATING EXPENSES
Direct cost.................................... 88,178 87,902 174,886 172,786
Depreciation and amortization.................. 8,873 8,391 17,702 16,575
General and administrative..................... 9,262 7,302 16,101 14,112
--------- --------- --------- ---------
106,313 103,595 208,689 203,473
--------- --------- --------- ---------
OPERATING INCOME............................... 16,805 1,947 25,678 9,449
Earnings from unconsolidated entities.......... 880 1,085 1,899 2,187
Interest income................................ 656 730 1,395 1,734
Interest expense............................... 4,598 4,726 8,932 9,396
--------- --------- --------- ---------
INCOME (LOSS) BEFORE PROVISION (BENEFIT)
FOR INCOME TAXES AND MINORITY
INTEREST..................................... 13,743 (964) 20,040 3,974
Provision (benefit) for income taxes........... 4,263 (296) 6,216 1,235
Minority interest.............................. (347) (387) (694) (709)
--------- --------- --------- ---------
NET INCOME (LOSS).............................. $ 9,133 $ (1,055) $ 13,130 $ 2,030
========= ========= ========= =========
Net income (loss) per common share:
Basic.......................................... $ 0.43 $ (0.05) $ 0.62 $ 0.10
========= ========= ========= =========
Diluted........................................ $ 0.40 $ (0.05) $ 0.59 $ 0.10
========= ========= ========= =========
</TABLE>
2
<PAGE>
OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(thousands of dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
2000 2000
------------ ----------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents...................................... $ 27,915 $ 37,935
Accounts receivable............................................ 114,723 96,387
Inventories.................................................... 77,577 80,435
Prepaid expenses............................................... 7,942 5,725
-------- -------
Total current assets........................................ 228,157 220,482
Investments in unconsolidated entities............................ 16,212 14,093
Property and equipment - at cost:
Land and buildings............................................. 9,377 11,005
Aircraft and equipment......................................... 600,445 605,949
-------- --------
609,822 616,954
Less: accumulated depreciation and amortization.................. (158,741) (142,931)
-------- --------
451,081 474,023
Other assets...................................................... 28,772 34,576
-------- --------
$ 724,222 $ 743,174
======== ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable............................................... $ 28,059 $ 30,749
Accrued liabilities............................................ 56,545 52,082
Deferred taxes................................................. 17,203 18,443
Current maturities of long-term debt........................... 16,285 16,540
-------- --------
Total current liabilities................................... 118,092 117,814
Long-term debt, less current maturities........................... 211,884 224,738
Other liabilities and deferred credits............................ 3,673 2,932
Deferred taxes.................................................... 95,127 96,739
Minority interest................................................. 11,748 11,911
Stockholders' Investment:
Common Stock, $.01 par value, authorized 35,000,000 shares;
outstanding 21,141,921 and 21,105,921 at September 30 and
March 31, respectively (exclusive of 1,281,050 treasury shares) 211 211
Additional paid-in capital..................................... 116,431 116,074
Retained earnings.............................................. 195,134 182,004
Accumulated other comprehensive income (loss).................. (28,078) (9,249)
-------- --------
283,698 289,040
-------- --------
$ 724,222 $ 743,174
======== ========
</TABLE>
3
<PAGE>
OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(thousands of dollars)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
------------------
2000 1999
------ -------
<S> <C> <C>
Cash flows from operating activities:
Net income......................................................$ 13,130 $ 2,030
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization................................... 17,702 16,575
Increase (decrease) in deferred taxes........................... 2,142 229
Gain on asset dispositions...................................... (533) (1,527)
Equity in earnings from unconsolidated entities
over (under) dividends received.............................. (630) (2,223)
Minority interest in earnings................................... 694 709
(Increase) decrease in accounts receivable...................... (24,043) (7,582)
(Increase) decrease in inventories.............................. (142) 3,022
(Increase) decrease in prepaid expenses and other............... 1,959 (10,440)
Increase (decrease) in accounts payable......................... (801) 1,603
Increase (decrease) in accrued liabilities...................... 6,391 (3,146)
Increase (decrease) in other liabilities and deferred credits... 741 813
-------- --------
Net cash provided by operating activities.......................... 16,610 63
-------- --------
Cash flows from investing activities:
Capital expenditures............................................ (15,729) (39,175)
Proceeds from asset dispositions................................ 1,971 6,844
Investments..................................................... (1,200) --
-------- --------
Net cash used in investing activities.............................. (14,958) (32,331)
-------- --------
Cash flows from financing activities:
Proceeds from borrowings........................................ 1,507 --
Repayment of debt............................................... (12,287) (4,078)
Issuance of common stock........................................ 358 --
--------- --------
Net cash used in financing activities.............................. (10,422) (4,078)
--------- --------
Effect of exchange rate changes in cash............................ (1,250) 214
Net increase (decrease) in cash and cash equivalents............... (10,020) (36,132)
Cash and cash equivalents at beginning of period................... 37,935 70,594
-------- -------
Cash and cash equivalents at end of period.........................$ 27,915 $ 34,462
========= ========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest........................................................$ 8,325 $ 9,365
Income taxes....................................................$ 2,132 $ 3,042
</TABLE>
4
<PAGE>
OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
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 accounting
principles generally accepted in the United States. In the opinion of
management, any adjustments considered necessary for a fair presentation have
been included. Operating results for the six months ended September 30, 2000,
are not necessarily indicative of the results that may be expected for the year
ending March 31, 2001. For further information, refer to the consolidated
financial statements and footnotes included in the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 2000.
NOTE B - 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 share for the three and six months ended September 30, 2000
excluded 319,500 stock options at a weighted average exercise price of $19.06,
which were outstanding during the periods but were anti-dilutive. Diluted
earnings per share for the three and six months ended September 30, 1999
excluded 3,976,928 shares related to the convertible debt and 843,000 and
903,471 stock options, respectively, at a weighted average exercise price of
$15.07 and $14.69, respectively, which were outstanding during the periods but
were anti-dilutive. The following table sets forth the computation of basic and
diluted net income (loss) per share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- -------------------
2000 1999 2000 1999
--------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income (loss) (thousands of dollars):
Income (loss) available to common stockholders... $ 9,133 $ (1,055) $ 13,130 $ 2,030
Interest on convertible debt, net of taxes....... 941 -- 1,882 --
---------- --------- --------- ----------
Income (loss) available to common stockholders,
plus assumed conversions.................... $ 10,074 $ (1,055) $ 15,012 $ 2,030
========== ========== ========== ==========
Shares:
Weighted average number of common
shares outstanding............................... 21,113,834 21,103,421 21,109,899 21,103,421
Options.......................................... 247,569 -- 178,418 14,854
Convertible debt................................. 3,976,928 -- 3,976,928 --
Weighted average number of common shares ---------- ---------- ---------- ---------
outstanding, plus assumed conversions..... 25,338,331 21,103,421 25,265,245 21,118,275
========== ========== ========== ==========
Net income (loss) per share:
Basic............................................ $ 0.43 $ (0.05) $ 0.62 $ 0.10
========== ========== ========== ===========
Diluted.......................................... $ 0.40 $ (0.05) $ 0.59 $ 0.10
========== ========== ========== ===========
</TABLE>
5
<PAGE>
NOTE C - COMMITMENTS AND CONTINGENCIES
On November 16, 1999, the Office and Professional Employees International
Union ("OPEIU") petitioned the National Mediation Board ("NMB") to conduct an
election among the mechanics and related personnel employed by Air Logistics,
L.L.C. and Air Logistics of Alaska, Inc. The election for Air Logistics, L.L.C.
was held on March 13, 2000 with the mechanics voting in favor of the Company.
The NMB dismissed the matter with respect to the Alaska-based group on January
24, 2000, but due to extraordinary circumstances, the NMB did accept another
representation application covering the Air Logistics of Alaska, Inc. mechanics
and related employees. The Alaska election was held on July 21, 2000 with the
mechanics voting in favor of the International Union of Operating Engineers. The
Company does not believe that current organizing efforts will place it at a
disadvantage with its competitors and management believes that pay scales,
benefits, and work rules will continue to be similar throughout the industry.
NOTE D - COMPREHENSIVE INCOME
In 1998, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income". SFAS No. 130 requires an entity to report and
display comprehensive income and its components. Comprehensive income is as
follows (thousands of dollars):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ------------------
2000 1999 2000 1999
--------- -------- ------- -------
<S> <C> <C> <C> <C>
Net Income (Loss)................................... $ 9,133 $ (1,055) $ 13,130 $ 2,030
Other Comprehensive Income:
Currency translation adjustment.................. (5,659) 11,804 (18,829) 5,313
--------- --------- -------- --------
Comprehensive Income (Loss)......................... $ 3,474 $ 10,749 $ (5,699) $ 7,343
========= ========= ======== ========
</TABLE>
NOTE E - DERIVATIVE FINANCIAL INSTRUMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which establishes accounting and reporting
standards for derivative instruments and for hedging activities. It requires
that entities recognize all derivatives as either assets or liabilities in the
statements of financial position and measure those instruments at fair value.
Changes in a derivative's fair value are to be recognized currently in earnings
unless specific hedge accounting criteria are met. The Company will be required
to adopt SFAS No. 133, as amended by SFAS No. 137, no later than April 1, 2001.
The Company has not yet quantified the impact to its financial statements that
may result from adoption of SFAS No. 133, however, the Company does not use
derivative instruments or hedging activities extensively in its business and
therefore the adoption of this new statement is not expected to materially
affect the Company's financial position or results of operations. The new
statement could however cause volatility in the components of other
comprehensive income.
6
<PAGE>
NOTE F - SEGMENT INFORMATION
The Company has adopted SFAS No. 131, "Disclosures about Segments of An
Enterprise and Related Information", which requires that companies disclose
segment data based on how management makes decisions about allocating resources
to segments and measuring their performance. The Company operates principally in
two business segments: Helicopter activities and Production management and
related services. The following shows reportable segment information for the
three and six months ended September 30, 2000 and 1999, reconciled to
consolidated totals, and prepared on the same basis as the Company's
consolidated financial statements (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- ------------------
2000 1999 2000 1999
------- ------- ------ ------
<S> <C> <C> <C> <C>
Segment operating revenue from external customers:
Helicopter activities........................... $ 110,653 $ 95,433 $ 210,109 $ 192,195
Production management and related services...... 12,482 9,503 23,504 19,001
-------- --------- --------- ---------
Total segment operating revenue............. $ 123,135 $ 104,936 $ 233,613 $ 211,196
========= ========= ========= =========
Intersegment operating revenue:
Helicopter activities........................... $ 592 $ 674 $ 1,664 $ 1,328
Production management and related services...... -- -- -- --
--------- --------- --------- ---------
Total intersegment operating revenue........ $ 592 $ 674 $ 1,664 $ 1,328
========= ========= ========= =========
Consolidated operating revenue reconciliation:
Helicopter activities........................... $ 111,245 $ 96,107 $ 211,773 $ 193,523
Production management and related services...... 12,482 9,503 23,504 19,001
Corporate....................................... 2,887 2,418 5,350 4,470
Intersegment eliminations....................... (3,359) (3,051) (6,793) (5,599)
-------- --------- --------- ---------
Total consolidated operating revenue........ $ 123,255 $ 104,977 $ 233,834 $ 211,395
========= ========= ========= =========
Consolidated operating income reconciliation:
Helicopter activities........................... $ 17,435 $ 962 $ 25,254 $ 7,026
Production management and related services...... 663 582 1,329 1,149
-------- -------- --------- ---------
Total segment operating income.............. 18,098 1,544 26,583 8,175
Gain(loss)on disposal of assets................. (137) 565 533 1,527
Corporate....................................... (1,156) (162) (1,438) (253)
--------- -------- --------- ---------
Total consolidated operating income......... $ 16,805 $ 1,947 $ 25,678 $ 9,449
========= ========= ========= =========
</TABLE>
7
<PAGE>
NOTE G - SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
In connection with the sale of the Company's $100 million 7 7/8% Senior
Notes due 2008, certain of the Company's subsidiaries (the "Guarantor
Subsidiaries") jointly, severally and unconditionally guaranteed the payment
obligations under the Senior Notes. The following supplemental financial
information sets forth, on a consolidating basis, the balance sheet, statement
of income and cash flow information for Offshore Logistics, Inc. ("Parent
Company Only"), for the Guarantor Subsidiaries and for Offshore Logistics,
Inc.'s other subsidiaries (the "Non-Guarantor Subsidiaries"). The Company has
not presented separate financial statements and other disclosures concerning the
Guarantor Subsidiaries because management has determined that such information
is not material to investors.
The supplemental condensed consolidating financial information has been
prepared pursuant to the rules and regulations for condensed financial
information and does not include all disclosures included in annual financial
statements, although the Company believes that the disclosures made are adequate
to make the information presented not misleading. Certain reclassifications were
made to conform all of the financial information to the financial presentation
on a consolidated basis. The principal eliminating entries eliminate investments
in subsidiaries, intercompany balances and intercompany revenues and expenses.
The allocation of the consolidated income tax provision was made using the
with and without allocation method.
8
<PAGE>
NOTE G - SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - CONTINUED
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Parent Non-
Company Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............ $ 11,596 $ 1,785 $ 14,005 $ 529 $ 27,915
Accounts receivable ................. 461 32,810 82,364 (912) 114,723
Inventories ......................... -- 40,335 37,242 -- 77,577
Prepaid expenses .................... 216 2,175 5,551 -- 7,942
-------- -------- --------- ---------- ---------
Total current assets .............. 12,273 77,105 139,162 (383) 228,157
Intercompany investment ............... 220,190 -- -- (220,190) --
Investments in unconsolidated entities -- -- 16,212 -- 16,212
Intercompany note receivables ......... 279,445 -- -- (279,445) --
Property and equipment--at cost:
Land and buildings .................. -- 3,355 6,022 -- 9,377
Aircraft and equipment .............. 3,988 159,396 437,061 -- 600,445
-------- -------- --------- ---------- ---------
3,988 162,751 443,083 -- 609,822
Less: Accumulated depreciation
and amortization .................. (2,440) (79,151) (77,150) -- (158,741)
-------- -------- --------- ---------- ---------
1,548 83,600 365,933 -- 451,081
Other assets .......................... 10,685 15,979 1,997 111 28,772
-------- -------- --------- ---------- ---------
$ 524,141 $ 176,684 $ 523,304 $(499,907) $ 724,222
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable..................... $ 310 $ 4,474 $ 24,775 $ (1,500) $ 28,059
Accrued liabilities ................. 7,325 14,392 35,563 (735) 56,545
Deferred taxes ...................... -- -- 17,203 -- 17,203
Current maturities of long-term debt -- -- 16,285 -- 16,285
-------- -------- --------- --------- ---------
Total current liabilities ......... 7,635 18,866 93,826 (2,235) 118,092
Long-term debt, less current maturities 190,922 -- 20,962 -- 211,884
Intercompany notes payable ............ 3,844 175 273,573 (277,592) --
Other liabilities and deferred credits 271 2,248 1,154 -- 3,673
Deferred taxes ........................ 12,348 35,567 47,212 -- 95,127
Minority interest ..................... 11,748 -- -- -- 11,748
Stockholders' investment:
Common stock ........................ 211 4,062 693 (4,755) 211
Additional paid in capital .......... 116,431 53,168 12,214 (65,382) 116,431
Retained earnings ................... 195,134 62,598 69,407 (132,005) 195,134
Accumulated other comprehensive
income (loss) ..................... (14,403) -- 4,263 (17,938) (28,078)
-------- -------- --------- --------- ---------
297,373 119,828 86,577 (220,080) 283,698
-------- -------- --------- --------- ---------
$ 524,141 $ 176,684 $ 523,304 $(499,907) $ 724,222
========= ========= ========= ========= =========
</TABLE>
9
<PAGE>
NOTE G - SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - CONTINUED
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
SIX MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Parent Non-
Company Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
--------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
GROSS REVENUE
Operating revenue......................... $ 221 $ 78,578 $ 155,035 $ -- $ 233,834
Intercompany revenue ..................... -- 6,645 145 (6,790) --
Gain (loss) on disposal of assets ........ (79) (34) 646 -- 533
--------- --------- --------- ---------- ---------
142 85,189 155,826 (6,790) 234,367
OPERATING EXPENSES
Direct cost .............................. 5 65,171 109,710 -- 174,886
Intercompany expense ..................... -- 145 6,645 (6,790) --
Depreciation and amortization ............ 205 5,043 12,454 -- 17,702
General and administrative ............... 4,304 4,091 7,706 -- 16,101
-------- --------- --------- ---------- ---------
4,514 74,450 136,515 (6,790) 208,689
-------- --------- --------- ---------- ---------
OPERATING INCOME (LOSS) .................. (4,372) 10,739 19,311 -- 25,678
Earnings from unconsolidated entities .... 9,903 -- 1,899 (9,903) 1,899
Interest income .......................... 16,515 99 1,158 (16,377) 1,395
Interest expense ......................... 6,982 9 18,318 (16,377) 8,932
-------- --------- --------- ---------- ---------
INCOME (LOSS) BEFORE PROVISION
(BENEFIT) FOR INCOME TAXES AND
MINORITY INTEREST ....................... 15,064 10,829 4,050 (9,903) 20,040
Allocation of consolidated income taxes .. 1,240 3,717 1,259 -- 6,216
Minority interest ........................ (694) -- -- -- (694)
-------- --------- -------- --------- ---------
NET INCOME (LOSS)......................... $ 13,130 $ 7,112 $ 2,791 $ (9,903) $ 13,130
========= ========= ======== ========= =========
</TABLE>
10
<PAGE>
NOTE G - SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - CONTINUED
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Parent Non-
Company Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities.................. $ (2,870) $ 1,817 $ 18,882 $ (1,219) $ 16,610
--------- -------- -------- -------- --------
Cash flows from investing activities:
Capital expenditures ................. (429) (2,367) (12,933) -- (15,729)
Proceeds from asset dispositions ..... -- 12 1,959 -- 1,971
Investments in subsidiaries .......... -- -- (1,200) -- (1,200)
--------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities ................. (429) (2,355) (12,174) -- (14,958)
--------- -------- -------- -------- --------
Cash flows from financing activities:
Proceeds from borrowings ............. -- -- 8,737 (7,230) 1,507
Repayment of debt .................... -- -- (21,265) 8,978 (12,287)
Issuance of common stock ............. 358 -- -- -- 358
--------- ------- ------- -------- --------
Net cash provided by (used in)
financing activities.................. 358 -- (12,528) 1,748 (10,422)
--------- ------- ------- -------- --------
Effect of exchange rate changes in cash -- -- (1,250) -- (1,250)
--------- ------- ------- -------- --------
Net increase (decrease) in cash and
cash equivalents ..................... (2,941) (538) (7,070) 529 (10,020)
Cash and cash equivalents
at beginning of period ............... 14,537 2,323 21,075 -- 37,935
--------- ------- ------- -------- --------
Cash and cash equivalents
at end of period..................... $ 11,596 $ 1,785 $ 14,005 $ 529 $ 27,915
======== ======== ======== ======== ========
</TABLE>
11
<PAGE>
NOTE G - SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - CONTINUED
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
Parent Non-
Company Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
------ ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............ $ 14,537 $ 2,323 $ 21,075 $ -- $ 37,935
Accounts receivable ................. 280 22,822 75,116 (1,831) 96,387
Inventories ......................... -- 38,023 42,412 -- 80,435
Prepaid expenses .................... 227 558 4,940 -- 5,725
-------- -------- -------- -------- --------
Total current assets .............. 15,044 63,726 143,543 (1,831) 220,482
Intercompany investment ............... 201,410 -- -- (201,410) --
Investments in unconsolidated entities 1,108 229 12,756 -- 14,093
Intercompany note receivables ......... 286,388 -- 3,844 (290,232) --
Property and equipment--at cost:
Land and buildings .................. -- 3,220 7,785 -- 11,005
Aircraft and equipment .............. 4,335 155,867 445,747 -- 605,949
-------- -------- -------- -------- --------
4,335 159,087 453,532 -- 616,954
Less: Accumulated depreciation
and amortization .................. (2,939) (75,943) (64,049) -- (142,931)
-------- -------- -------- -------- --------
1,396 83,144 389,483 -- 474,023
Other assets .......................... 11,558 16,700 6,207 111 34,576
-------- -------- -------- -------- --------
$ 516,904 $ 163,799 $ 555,833 $(493,362) $ 743,174
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable..................... $ 196 $ 4,931 $ 27,151 $ (1,529) $ 30,749
Accrued liabilities ................. 6,074 10,028 36,286 (306) 52,082
Deferred taxes ...................... -- -- 18,443 -- 18,443
Current maturities of long-term debt -- -- 16,540 -- 16,540
-------- -------- -------- -------- --------
Total current liabilities ......... 6,270 14,959 98,420 (1,835) 117,814
Long-term debt, less current maturities 190,922 -- 33,816 -- 224,738
Intercompany notes payable ............ 3,844 379 286,004 (290,227) --
Other liabilities and deferred credits 272 2,223 437 -- 2,932
Deferred taxes ........................ 9,508 33,564 53,667 -- 96,739
Minority interest ..................... 11,911 -- -- -- 11,911
Stockholders investment:
Common stock ........................ 211 4,048 1,384 (5,432) 211
Additional paid in capital .......... 116,074 52,567 15,928 (68,495) 116,074
Retained earnings ................... 182,004 56,059 65,068 (121,127) 182,004
Accumulated other comprehensive
income (loss) ..................... (4,112) -- 1,109 (6,246) (9,249)
-------- -------- -------- -------- --------
294,177 112,674 83,489 (201,300) 289,040
-------- -------- -------- -------- --------
$ 516,904 $ 163,799 $ 555,833 $(493,362) $ 743,174
========= ========= ========= ========= =========
</TABLE>
12
<PAGE>
NOTE G - SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - CONTINUED
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
SIX MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Parent Non-
Company Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
GROSS REVENUE
Operating revenue...................... $ 200 $ 64,551 $ 146,644 $ -- $ 211,395
Intercompany revenue .................. -- 3,833 156 (3,989) --
Gain on disposal of assets ............ 4 1,211 312 -- 1,527
-------- -------- -------- -------- --------
204 69,595 147,112 (3,989) 212,922
OPERATING EXPENSES
Direct cost ........................... 1 52,613 120,172 -- 172,786
Intercompany expense .................. -- 156 3,833 (3,989) --
Depreciation and amortization ......... 85 5,009 11,481 -- 16,575
General and administrative ............ 2,942 2,970 8,200 -- 14,112
-------- -------- -------- -------- --------
3,028 60,748 143,686 (3,989) 203,473
-------- -------- -------- -------- --------
OPERATING INCOME (LOSS) ............... (2,824) 8,847 3,426 -- 9,449
Earnings from unconsolidated entities . (693) -- 2,188 692 2,187
Interest income ....................... 14,614 207 718 (13,805) 1,734
Interest expense ...................... 7,206 -- 15,995 (13,805) 9,396
-------- -------- -------- -------- --------
INCOME (LOSS) BEFORE PROVISION
(BENEFIT) FOR INCOME TAXES AND
MINORITY INTEREST .................... 3,891 9,054 (9,663) 692 3,974
Allocation of consolidated income taxes 1,204 3,023 (2,992) -- 1,235
Minority interest ..................... (657) -- (52) -- (709)
--------- -------- -------- -------- --------
NET INCOME (LOSS)...................... $ 2,030 $ 6,031 $ (6,723) $ 692 $ 2,030
========= ========= ========= ======== =========
</TABLE>
13
<PAGE>
NOTE G - SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - CONTINUED
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Parent Non-
Company Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities................. $ (8,994) $ 1,625 $ 21,752 $(14,320) $ 63
--------- -------- -------- -------- --------
Cash flows from investing activities:
Capital expenditures ................. (130) (8,127) (30,918) -- (39,175)
Proceeds from asset dispositions ..... 17 2,441 4,386 -- 6,844
Investments in subsidiaries .......... 3,751 (3,751) -- -- --
--------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities ................. 3,638 (9,437) (26,532) -- (32,331)
--------- -------- -------- -------- --------
Cash flows from financing activities:
Repayment of debt .................... (14,320) -- (4,078) 14,320 (4,078)
--------- -------- -------- -------- --------
Net cash used in financing activities . (14,320) -- (4,078) 14,320 (4,078)
--------- -------- -------- -------- --------
Effect of exchange rate changes in cash -- -- 214 -- 214
--------- -------- -------- -------- --------
Net increase (decrease) in cash and
cash equivalents ..................... (19,676) (7,812) (8,644) -- (36,132)
Cash and cash equivalents
at beginning of period ............... 34,775 10,584 25,235 -- 70,594
--------- -------- -------- -------- --------
Cash and cash equivalents
at end of period..................... $ 15,099 $ 2,772 $ 16,591 $ -- $ 34,462
========= ======== ======== ======== ========
</TABLE>
14
<PAGE>
ITEM 2. 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 management services to the
domestic offshore oil and gas industry through its wholly owned subsidiary,
Grasso Production Management, Inc. ("GPM").
RESULTS OF OPERATIONS
A summary of operating results and other income statement information for
the applicable periods is as follows (in thousands of dollars):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ---------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Operating revenue............................... $ 123,255 $ 104,977 $ 233,834 $ 211,395
Gain (loss) on disposal of assets............... (137) 565 533 1,527
Operating expenses.............................. (106,313) (103,595) (208,689) (203,473)
--------- --------- --------- ---------
Operating income................................ 16,805 1,947 25,678 9,449
Earnings from unconsolidated entities........... 880 1,085 1,899 2,187
Interest income (expense), net.................. (3,942) (3,996) (7,537) (7,662)
--------- --------- --------- ---------
Income (loss) before provision (benefit) for
income taxes................................... 13,743 (964) 20,040 3,974
Provision (benefit) for income taxes............ 4,263 (296) 6,216 1,235
Minority interest............................... (347) (387) (694) (709)
--------- --------- --------- ---------
Net income (loss)............................... $ 9,133 $ (1,055) $ 13,130 $ 2,030
========= ========= ========= =========
</TABLE>
The following tables set forth certain operating information which will
form the basis for discussion of each of the Company's two identified segments,
Helicopter Activities and Production Management and Related Services. Beginning
in fiscal year 2000, the Company has changed the basis of segmentation within
its Helicopter Activities segment. The respective international operations of
Air Log (headquartered in the United States) and Bristow (headquartered in the
United Kingdom) are managed and reported as a separate division. The
International division encompasses all helicopter activities outside of the
United States Gulf of Mexico and Alaska (reported as "Air Log") and the United
Kingdom and Europe Sectors of the North Sea (reported as "Bristow").
15
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
-------------------------
2000 1999
--------- --------
(in thousands, except flight hours)
<S> <C> <C>
Flight hours (excludes unconsolidated entities):
Helicopter Activities:
Air Log..................................... 30,719 28,019
Bristow..................................... 13,936 14,236
International............................... 20,418 13,811
------ ------
Total.................................... 65,073 56,066
====== ======
Operating revenues:
Helicopter Activities:
Air Log.................................... $ 32,050 $ 25,205
Bristow.................................... 46,918 46,323
International.............................. 34,412 24,640
Less: Intercompany........................ (2,135) (61)
--------- ---------
Total.................................... 111,245 96,107
Production management and related services..... 12,482 9,503
Corporate...................................... 2,887 2,418
Less: Intersegment............................ (3,359) (3,051)
--------- ---------
Consolidated total....................... $ 123,255 $ 104,977
========= =========
Operating income, excluding gain or loss on disposal of assets:
Helicopter Activities:
Air Log.................................... $ 6,640 $ 4,016
Bristow.................................... 4,142 (5,238)
International.............................. 6,653 2,184
--------- ---------
Total.................................... 17,435 962
Production management and related services..... 663 582
Corporate...................................... (1,156) (162)
--------- ---------
Consolidated total....................... $ 16,942 $ 1,382
========= =========
Gross margin, excluding gain or loss on disposal of assets:
Helicopter Activities:
Air Log.................................... 20.7% 15.9%
Bristow.................................... 8.8% (11.3)%
International.............................. 19.3% 8.9%
Total.................................... 15.4% 1.0%
Production management and related services..... 5.3% 6.1%
Consolidated total....................... 13.7% 1.3%
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
-----------------------
2000 1999
------ ----
(in thousands, except flight hours)
<S> <C> <C>
Flight hours (excludes unconsolidated entities):
Helicopter Activities:
Air Log..................................... 56,768 52,419
Bristow..................................... 27,291 30,462
International............................... 37,884 26,777
------- -------
Total.................................... 121,943 109,658
======= =======
Operating revenues:
Helicopter Activities:
Air Log.................................... $ 57,974 $ 46,973
Bristow.................................... 89,692 97,938
International.............................. 66,738 48,768
Less: Intercompany........................ (2,631) (156)
-------- -------
Total.................................... 211,773 193,523
Production management and related services..... 23,504 19,001
Corporate...................................... 5,350 4,470
Less: Intersegment............................ (6,793) (5,599)
-------- -------
Consolidated total....................... $ 233,834 $ 211,395
========= =========
Operating income, excluding gain or loss on disposal of assets:
Helicopter Activities:
Air Log.................................... $ 9,511 $ 6,510
Bristow.................................... 2,901 (3,582)
International.............................. 12,842 4,098
-------- -------
Total.................................... 25,254 7,026
Production management and related services..... 1,329 1,149
Corporate...................................... (1,438) (253)
-------- -------
Consolidated total....................... $ 25,145 $ 7,922
========= =========
Gross margin, excluding gain or loss on disposal of assets:
Helicopter Activities:
Air Log.................................... 16.4% 13.9%
Bristow.................................... 3.2% (3.7)%
International.............................. 19.2% 8.4%
Total.................................... 11.8% 3.6%
Production management and related services..... 5.7% 6.0%
Consolidated total....................... 10.8% 3.7%
</TABLE>
17
<PAGE>
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 and provides
helicopter services to the Alyeska Pipeline in Alaska. Bristow also provides
search and rescue work for the British Coast Guard. International's activities
include Air Log and Bristow's respective operations in the following countries:
Australia, Brazil, China, Colombia, India, Kazakhstan, Kosovo, Mexico, Nigeria,
Spain, The Maldives and Trinidad. These international operations are subject to
local governmental regulations and to uncertainties of economic and political
conditions in those areas. International also includes Air Log's service
agreements with, and equity interests in, entities that operate aircraft in
Brazil, Egypt and Mexico ("unconsolidated entities").
Operating revenues from helicopter activities increased by 16% and 9%
during the three and six months ended September 30, 2000, respectively, over the
prior year comparable periods, with operating expenses relatively unchanged.
Higher levels of exploration and development by domestic oil companies and an
increase in international contracts, offset by the loss of two major customers
in the North Sea effective August 1, 1999, led to the improvement. Flight
activity in the Gulf of Mexico and certain international markets began
increasing during the fourth quarter of fiscal 2000, which management believes
is the reversal of a trend of decreasing activity in these markets.
Air Log's flight activity for the three and six-month periods ended
September 30, 2000 is above the similar prior year levels by 9.6% and 8.3%,
respectively. An increase in activity was prevalent in both the Gulf of Mexico
market and Alaska. Revenues for the same periods were up 27% and 23%,
respectively. The disproportionate increase in revenue in relation to flight
hours was due to a shift in the mix of aircraft generating revenue, coupled with
rate increases of approximately 6% in the Gulf of Mexico, which went into effect
beginning February 1, 2000. Flight hours and revenue generated from larger, crew
change aircraft in the Gulf of Mexico increased 22% and 39%, respectively, from
the similar quarter in the prior year, while smaller, production related
aircraft increased 7% and 17%, respectively. For the six month period flight
hours and revenue generated from larger, crew change aircraft in the Gulf of
Mexico increased 26% and 40%, respectively, over the prior year, while smaller,
production related aircraft increased 4.5% and 12%, respectively. Air Log's
operating margin of 20.7% and 16.4% for the three and six months ended September
30, 2000 has improved over the comparable prior year periods which had margins
of 15.9% and 13.9%, respectively.
During October 2000, Air Log was awarded a contract to provide all of the
helicopter services for a Gulf of Mexico production management services company.
When fully phased-in, the contract will require a total of eighteen (18)
helicopters and will generate revenues of approximately $ 12 million per year.
Prior to this award, Air Log had five (5) aircraft contracted to this customer.
Bristow's revenue for the three and six-month periods ended September 30,
2000 increased by 1.3% and decreased by 8.4%, respectively, from the similar
periods in the prior year. Bristow's flight hours for the three and six-month
periods ended September 30, 2000 decreased by 2.1% and 10.4%, respectively, from
the similar periods in the prior year. The decrease in flight activity and
revenue for the six-month period is the net result of a decrease in North Sea
flight hours, primarily related to the cessation of contracts with two major
customers on August 1, 1999, offset by an increase in flight hours in Norway.
These aforementioned contracts accounted for $9.0 million of revenue during the
quarter ended June 30, 1999 and $2.9 million in revenue in the second quarter
ended September 30, 1999. Bristow's operating margin improved to 8.8% and 3.2%
for the three and six-month periods ended September 30, 2000, from (11.3)% and
(3.7)% respectively, in the prior year periods. At September 30, 1999, $5.0
million was reflected in that quarter's results for restructuring charges for
the North Sea operations. Absent these charges, Bristow's operating margin for
the three and six-month periods ended September 30, 1999 would have been, 1.0%
and 1.9%. The improvement in margins, after considering the restructuring
charges discussed above, is due to increased flying on a spot basis, an increase
in the spot rates charged, and the effect of cost cutting measures previously
implemented. The operating margin for the six months ended September 30, 2000,
is impacted by employee severance costs of $1.5 million recognized during the
first quarter of fiscal 2001. These severance costs were the result of
management's continuing review of Bristow's North Sea operations and support
functions elsewhere in the U.K. Absent these charges, Bristow's operating margin
for the six months ended September 30, 2000, would have been 4.9%. The Company
expects to realize at least $5.0 million in combined annual salary savings as a
result of the work force reduction.
18
<PAGE>
Internationally, flight hours increased during the three and six months
ended September 30, 2000 by 47.8% and 41.5%, respectively, from the similar
periods in the prior year. Revenues also increased accordingly during the three
and six months ended September 30, 2000 by 39.7% and 36.8%, respectively, from
the similar periods in the prior year. An increase in activity was prevalent in
Australia, Brazil, China, Mexico and Nigeria. In Nigeria revenues were up 5% and
6% over the prior year three and six-month periods as drilling activities in
Nigeria improved during the past year. During March 2000, the Company's 49%
owned affiliate in Mexico was awarded a $75 million three year contract to
provide helicopter transportation services to the Federal Electric Commission of
Mexico. Most of the aircraft needed to fulfill the contract requirements are
being leased from the Company. The start up of the contract was in phases over a
two-month period, which began March 31, 2000, and generated revenue of
approximately $3.0 and $5.0 million during the three and six months ended
September 30, 2000. During the current year, the Company imported a seventh
aircraft to Brazil to cover the increased ad hoc flying resulting from the
international oil companies expanding into the Brazilian market. Also during the
current year, the Company completed its $ 1.2 million investment, subject to
approval by relevant government authorities, in a local Brazilian operator. This
investment will serve to secure Air Log's presence in Brazil and enhance the
local operator's ability to do business with the international oil companies.
PRODUCTION MANAGEMENT AND RELATED SERVICES
Operating revenues for GPM increased by 31% and 24% during the three and
six-month periods ended September 30, 2000, as compared to the similar periods
in the prior year. The increase in revenue is primarily due to higher energy
prices, which resulted in increased production activity in the Gulf of Mexico.
GPM was also awarded two significant contracts, which help to account for higher
revenue for the current year. GPM's operating margin was only slightly lower at
5.7% in the current year compared to the prior year period.
CORPORATE AND OTHER
General and administrative expense increased during the quarter ended
September 30, 2000, due to costs incurred to review a potential reorganization
of the Company's legal operating structure and increased compensation costs
related to the Company's performance based incentive compensation plan. Earnings
from unconsolidated subsidiaries decreased during the current quarter primarily
due to the lower distributions from the Company's Egyptian joint venture and
lower earnings reported by Bristow's training joint venture. The effective
income tax rate from continuing operations was approximately 31% for the six
months ended September 30, 2000 and 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $27.9 million as of September 30, 2000, a
$10.0 million decrease from March 31, 2000. Working capital as of September 30,
2000 was $110.1 million, a $7.4 million increase from March 31, 2000. Total debt
was $228.2 million as of September 30, 2000.
19
<PAGE>
As of September 30, 2000, Bristow had a (pound)15 million ($22.2 million)
revolving credit facility with a syndicate of United Kingdom banks that matures
on December 31, 2002. As of September 30, 2000, Bristow had (pound)1.4 million
($2.1 million) of letters of credit utilized and no funds were drawn under this
credit facility. As of September 30, 2000, the Company had a $20 million
unsecured working capital line of credit with a bank that expires on September
30, 2001. No funds were drawn under this facility as of September 30, 2000.
Management believes that its normal operations, lines of credit and available
financing will provide sufficient working capital and cash flow to meet debt
service needs for the foreseeable future.
During the six months ended September 30, 2000, the Company received
proceeds of $2.0 million primarily from the sale of non-aviation assets and
purchased two Bell 412's for $10.0 million to fulfill customer contract
requirements. These aircraft acquisitions were made with existing cash. The
Company has a commitment to acquire six-(6) new Bell 407 helicopters for $9.0
million with delivery scheduled during the first quarter of calendar 2001. The
Company has other commitments for aircraft purchases of approximately $4.0
million.
During the six months ended September 30, 1999, the Company received
proceeds of $6.8 million from nine separate disposals of aircraft. During the
same period, the Company purchased six Bell 407's for $5.9 million, three S-61's
for $7.5 million and three Super Puma's for $20.4 million. In addition, the
Company placed $9.9 million into escrow, included in other assets as of
September 30, 1999, for the purchase of an additional S-61 and five S-76
aircraft. Of the S-76's, only two were acquired and the unused escrowed funds
were returned to the Company during fiscal 2001.
LEGAL MATTERS
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.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements ("SAB
101"), providing the SEC's view with respect to the application of generally
accepted accounting principles to selected revenue recognition issues. As
amended, SAB 101 will become effective for the fourth quarter of fiscal 2001.
The Company is currently assessing the impact of SAB 101 and currently believes
that the effect, if any, will not have a material effect on the Company's
financial position or results of operations."
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which establishes accounting and reporting
standards for derivative instruments and for hedging activities. It requires
that entities recognize all derivatives as either assets or liabilities in the
statements of financial position and measure those instruments at fair value.
Changes in a derivative's fair value are to be recognized currently in earnings
unless specific hedge accounting criteria are met. The Company will be required
to adopt SFAS No. 133, as amended by SFAS No. 137, no later than April 1, 2001.
The Company has not yet quantified the impact to its financial statements that
may result from adoption of SFAS No. 133, however, the Company does not use
derivative instruments or hedging activities extensively in its business and
therefore the adoption of this new statement is not expected to materially
affect the Company's financial position or results of operations. The new
statement could however cause volatility in the components of other
comprehensive income.
20
<PAGE>
FORWARD-LOOKING STATEMENTS
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 by the Company's customers, currency fluctuations,
international political conditions and the ability to achieve reduced operating
expenses. 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No material changes from the 2000 annual report disclosures.
21
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The annual meeting of stockholders was held on September 18, 2000.
(c) Matters voted on at the meeting included:
1. For the election of directors, all nominees were approved. The results
were as follows:
Nominee For Withheld
Peter N. Buckley 17,996,812 371,437
Jonathan H. Cartwright 18,003,027 365,222
Louis F. Crane 16,384,654 1,983,595
David M. Johnson 18,002,827 365,422
Kenneth M. Jones 18,002,105 366,144
Harry C. Sager 18,004,162 364,087
George M. Small 18,003,897 364,352
Howard Wolf 17,999,097 369,152
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) Reports on Form 8-K:
There were no Form 8-K filings during the quarter ended September 30, 2000.
22
<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.
BY: /s/ GEORGE M. SMALL
--------------------------
GEORGE M. SMALL
President and Chief Operating Officer
DATE: November 14, 2000
BY: /s/ H. EDDY DUPUIS
----------------------------
H. EDDY DUPUIS
Vice President and Chief Financial Officer
DATE: November 14, 2000
23
<PAGE>
