United States SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 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: January 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-9827 PETROLEUM HELICOPTERS, INC. (Exact name of registrant as specified in its charter) Louisiana 72-0395707 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2121 Airline Highway, Suite 400 Metairie, Louisiana 70001-5979 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (504) 828-3323 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date. Class Outstanding at March 1, 1996 Voting Common Stock 2,789,761 Non-Voting Common Stock 2,276,093 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS In thousands January 31, April 30, (Current period unaudited) 1996 1995 (1) ASSETS Current assets: Cash and cash equivalents $ 3,035 $ 2,506 Accounts receivable - net of allowance 31,229 30,493 Inventory 26,383 25,560 Prepaid expenses 1,141 989 Notes receivable 1,244 - Assets held for sale - 215 ------ ------ Total current assets 63,032 59,763 ------ ------ Investments 4,348 1,002 Property and equipment: Cost 211,723 199,816 Less accumulated depreciation (115,660) (113,568) ------- ------- 96,063 86,248 ------- ------- Other 98 95 ------- ------- $ 163,541 $ 147,108 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 16,766 $ 15,224 Accrued vacation pay 4,804 4,897 Income taxes payable 1,541 331 Current portion of long-term debt 6,796 8,755 Other 177 747 ------ ------ Total current liabilities 30,084 29,954 ------ ------ Long-term debt 38,842 27,060 Deferred income taxes 12,066 12,066 Other long-term liabilities 2,771 2,321 Shareholders' equity: Voting common stock 279 286 Non-voting common stock 227 220 Additional paid-in capital 10,121 10,118 Retained earnings 69,151 65,083 ------ ------ 79,778 75,707 ------- ------- $ 163,541 $ 147,108 ======= ======= (1)The balance sheet at April 30, 1995 is condensed from the audited financial statements at that date. See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS Three Months Nine Months In thousands, except per Ended January 31, Ended January 31, share amounts 1996 1995 1996 1995 (unaudited) REVENUES: Operating revenues $ 45,444 $ 42,095 $ 139,724 $130,493 Gain (loss) on equipment disposals 43 (183) 791 773 Equity in net earnings (loss) of investee companies 225 (9) 325 72 ------ ------- ------- ------- 45,712 41,903 140,840 131,338 ------ ------- ------- ------- EXPENSES: Direct expenses 39,800 36,964 122,367 115,481 Selling, general and administrative expenses 3,038 2,700 8,402 7,774 Interest expense 777 812 2,312 2,300 ------ ------- ------- ------ 43,615 40,476 133,081 125,555 ------ ------- ------- ------- Earnings before income taxes 2,097 1,427 7,759 5,783 Income taxes 758 617 3,095 2,357 ------ ------ ------ ------ Net earnings $ 1,339 $ 810 $ 4,664 $ 3,426 ====== ====== ====== ====== Net earnings per share $ 0.26 $ 0.15 $ 0.92 $ 0.63 ====== ====== ====== ====== Weighted average common shares outstanding 5,066 5,478 5,066 5,478 ====== ====== ====== ====== Dividends paid per common share $ 0.05 $ 0.02 $ 0.12 $ 0.04 ====== ====== ====== ====== See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands Nine Months Ended January 31, (unaudited) 1996 1995 OPERATING ACTIVITIES: Net earnings $ 4,664 $ 3,426 Depreciation 6,137 6,335 Gain on equipment disposals (791) (773) Equity in net earnings of investee companies (325) (72) Changes in operating assets and liabilities (189) (1,261) Other 241 16 ------ ------ Net cash provided by operating activities 9,737 7,671 ------ ------ INVESTING ACTIVITIES: Investments (3,003) - Purchases of property and equipment (17,561) (16,357) Proceeds from equipment disposals 2,141 9,354 ------ ------ Net cash used by investing activities (18,423) (7,003) ------ ----- FINANCING ACTIVITIES: Proceeds from long-term debt 23,803 9,250 Payments on long-term debt (13,980) (13,807) Dividends paid (608) (219) ------- ------- Net cash provided (used) by financing activities 9,215 (4,776) ------ ------ Increase (decrease) in cash and cash equivalents 529 (4,108) Cash and cash equivalents at beginning of period 2,506 5,570 ------ ------ Cash and cash equivalents at end of period $ 3,035 $ 1,462 ====== ====== See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED JANUARY 31, 1996 AND 1995 (UNAUDITED) A. These financial statements, except for the April 30, 1995 condensed consolidated balance sheet, have been prepared without audit as permitted by the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that this information is fairly presented. These condensed consolidated financial statements should be read in conjunction with the financial statements contained in the Company's Annual Report on Form 10-K for the year ended April 30, 1995 and the accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations. B. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal, recurring adjustments, necessary to fairly present the financial results for the interim periods presented. C. The Company's financial results, particularly as it relates to its domestic oil and gas operations, are influenced by seasonal fluctuations. During the winter, there are more days of adverse weather conditions and fewer hours of daylight than the other months of the year. Consequently, flight hours are generally lower during the Company's third fiscal quarter than at other times of the year. This produces a seasonal aspect to the Company's business and typically results in reduced revenues from operations during those months. Therefore, the results of operations for interim periods are not necessarily indicative of the operating results that may be expected for the full fiscal year. D. Primary earnings per share are computed based on the weighted average number of shares and dilutive equivalent shares of common stock (stock options) outstanding during each year using the treasury stock method. E. Certain reclassifications have been made to the prior year's financial statements in order to conform with the classifications adopted for reporting in fiscal 1996 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is engaged in providing helicopter transportation and related services. The predominant portion of its revenue is derived from transporting offshore oil and gas production and drilling workers on a worldwide basis. The Company also provides helicopter transportation services to a variety of hospital and medical programs and aircraft maintenance to outside parties. RESULTS OF OPERATIONS The following is a comparison of the third quarter and the first nine months of the fiscal year ending April 30, 1996 with the comparable periods of the prior fiscal year. Third Quarter Fiscal 1996 to Fiscal 1995 Revenues The Company generates revenues from both ongoing service contracts with established customers and non-contract flights referred to as Specials. Domestic Oil and Gas contracts are generally on a month to month basis and consist of a fixed fee plus an hourly charge for actual flight time. Specials are customer flights, primarily domestic oil and gas, provided on an as needed basis that are not provided pursuant to ongoing contracts and which generally carry higher rates. International and aeromedical contracts also provide for fixed and hourly charges, but are generally for longer terms. These contracts impose early cancellation fees to encourage customers to fulfill the contract term and cover the Company's additional start- up costs in the event of early termination. The following table summarizes and compares the Company's revenues by certain markets served for the quarters ended January 31, 1996 and 1995: Revenues for the (In thousands, except Quarter Ended January 31, percentages and flight hours) Incr (Decr) 1996 1995 $ % Domestic Oil and Gas $32,018 $ 29,186 $ 2,832 10 Aeromedical Services 6,758 5,999 759 13 International and Technical Services 6,668 6,910 (242) (4) Total Operating Revenues $45,444 $ 42,095 $ 3,349 8 Total Flight Hours 51,995 47,974 4,021 8 Domestic Oil and Gas Domestic Oil and Gas revenues increased $2.8 million or 10% to $32 million for the quarter and domestic flight hours increased by 7% to 39,401. The Company attributes these increases to increased flight activity due primarily to better economic conditions in the Gulf of Mexico. As of January 31, 1996 the Company had thirteen more aircraft under contract and six more contracts than at January 31, 1995. Aeromedical Services The Company operates 13 programs and a total of 33 aircraft in the Emergency Medical Service industry. Aeromedical Services revenue increased $0.8 million or 13% to $6.8 million. Aeromedical flight hours increased slightly to 2,961, or 2% for the quarter. The increase in revenue is due primarily to three more aircraft under contract and one more contract than at January 31, 1995. The Company was recently awarded one new contract which is expected to commence operations in May of 1996. International and Technical Services International Oil and Gas revenues remained constant at $3.7 million. International flight hours increased 12%,or 565 hours, to 5,244 hours. The increase in flight hours is due primarily to increased oil and gas exploration activity. The flight hour increase was produced primarily by existing contracts which utilize smaller aircraft with moderate hourly rates. This increase in hourly revenue was offset by the termination of a contract which utilized aircraft with high fixed and variable rates. Technical Services revenues decreased slightly $0.1 million, or 4%, to $1.9 million. Direct Expenses Direct expenses increased $2.8 million or 8% to $39.8 million, primarily as a result of the increased activity levels in the Company's Domestic Oil and Gas Programs. Expenses at helicopter bases rose $1.3 million or 9% to $15.5 million for the quarter. Of this increase, $0.9 million is due to an increase in personnel and overtime to support increased flight activity. In addition, the Company increased its environmental expense reserve by $0.3 million which is more fully described under Liquidity and Capital Resources, below. Helicopter expenses rose $1.4 million or 8% to $18.5 million for the quarter. Helicopter expenses related to flight activity including spare parts usage, repairs and maintenance, helicopter rent, and fuel increased a combined $1.6 million, or 13% , from $12.3 million to $13.9 million. This amount was partially offset by a decrease in insurance and helicopter depreciation in the amount of $0.2 million. These increases were consistent with the increase in operating revenues and Domestic Oil and Gas activity levels. Selling, General, and Administrative Expenses Selling, general, and administrative expenses increased by $0.3 million to $3 million for the quarter. This increase was due primarily to an increase in consulting fees associated with an information systems project which is expected to continue for several years. First Nine Months Fiscal 1996 to First Nine Months Fiscal 1995 The following table summarizes and compares the Company's revenues by certain markets served for the nine months ended January 31, 1996 and 1995: Revenues Revenues for the (In thousands, except Nine Months Ended January 31, percentages and flight hours) Incr (Decr) 1996 1995 $ % Domestic Oil and Gas $ 98,164 $ 88,355 $ 9,809 11 Aeromedical Services 19,634 18,885 749 4 International and Technical Services 21,926 23,253 (1,327) (6) Total Operating Revenues $139,724 $ 130,493 $ 9,231 7 Total Flight Hours 163,752 152,867 10,885 7 Domestic Oil and Gas Domestic Oil and Gas revenues for the first nine months of fiscal 1996 increased 11% to $98.2 million as compared to the same period in fiscal 1995. Domestic flight hours increased 9% to 125,836 in the current period. These increases are due primarily to increased oil and gas activity and several hurricane evacuations. The improved economic conditions in the Gulf of Mexico were the result of stable oil prices, higher natural gas prices, and the termination of operations by one of the Company's competitors. Aeromedical Services Aeromedical services revenue increased $0.7 million or 4% to $19.6 million in fiscal 1996, despite a decline in flight hours of 6% to 9,479 hours. During the current fiscal year three additional aircraft under contract were added as well as one new EMS contract. These increases along with a slight upward adjustment in contract rates contributed to the increase in revenues in fiscal 1996 as compared to the same period in fiscal 1995. Flight time requirements declined primarily due to inclement winter weather. International and Technical Services International Oil and Gas revenues decreased by $0.9 million or 7% to $11.7 million. The decrease in revenue is due primarily to a temporary contract which included six dedicated aircraft in the prior year. International flight hours increased slightly to 15,567, up 462 hours or 3%. Technical Services revenues increased slightly to $7 million, an increase of $0.1 million or 2%. Direct Expenses Direct expenses increased $6.9 million or 6% to $122.4 million, primarily attributable to the increased activity levels in the Company's Domestic Oil and Gas Programs. Expenses at helicopter bases rose $3.3 million or 8% to $46.3 million. Of this increase, $2.3 million is due to an increase in personnel and overtime to support increased flight activity. In addition, the Company increased its environmental expense reserve by $1 million which is more fully described under Liquidity and Capital Resources, below. Helicopter expenses rose $4.3 million or 8% to $56.8 million. Helicopter expenses related to flight activity including spare parts usage, repairs and maintenance, helicopter rent, and fuel increased a combined $4.4 million, or 11%. This amount was partially offset by a decrease in helicopter insurance and depreciation in the amount of $0.5 million. These increases were consistent with the increase in operating revenues and Domestic Oil and Gas activity levels. Selling, General, and Administrative Expenses Selling, general, and administrative expenses increased by $0.6 million to $8.4 million. Human resources and other expenses increased $0.4 and $1 million respectively. These increases are due to a slight increase in administrative pay and an increase in outside consulting fees of $0.7 million . These costs were partially offset by a decrease in legal and audit fees, bad debt expense, and depreciation expense totaling $0.9 million. LIQUIDITY AND CAPITAL RESOURCES The following is comparison of the first nine months of the fiscal year ending April 30, 1996 with the period ending April 30, 1995. The Company's cash position as of January 31, 1996 was $3 million compared to $2.5 million at April 30, 1995, the Company's fiscal year end. Working capital increased $3.1 million from $29.8 million at fiscal year end to $32.9 million. The increase was primarily related to an increase in notes receivable from affiliates of $1.2 million, $0.8 million in refundable insurance premiums relating to workers compensation, and an increase in inventory of $0.8 million offset by an decrease in accounts receivable of $0.3 million. Total long-term debt increased $9.8 million to $45.6 million. The Company's current debt obligation totals $6.8 million due in equal quarterly installments, which the Company intends to pay with cash flow from operations. On January 25, 1996 the Company prepaid $2 million of term debt which was due and payable April 30, 1996. The next installment is not due until July 31, 1996. At January 31, 1996, the Company had $14.8 million and $5.2 million of credit capacity available under its term and revolving credit facilities, respectively. The Company is in compliance with the provisions of its loan agreement. Cash generated from operating activities and financing activities was $9.7 million and $9.2 million, respectively. The Company utilized its cash flow from operating activities and financing activities to fund $18.4 million in investing activities. Investing activities included the purchase of 14 aircraft for $12.2 million, $2.8 million in aircraft capital improvements, and $3 million for the purchase of a 49% interest in Irish Helicopters Limited. The Company has paid dividends totalling $0.6 million or $0.12 per share In the first quarter of fiscal 1996 the Company began an environmental review at selected domestic bases. Based on this review, known or suspected fuel contamination has been identified at seven of its bases. Management now believes it is possible that similar fuel contamination will be found at additional bases. During the prior quarter, initial assessments of the costs to remediate this contamination were commenced and a preliminary estimate of the costs expected to be incurred at one of the Company's bases was received. The Company is seeking additional information regarding this preliminary estimate, and further assessments are planned at all other bases at which known or suspected fuel contamination has been identified. Depending in part upon the results of these assessments, the Company also anticipates that it will conduct additional studies at its other bases. Based on the information currently available to management, an additional provision of $250,000 has been made in the current quarter. The Company has expensed $331,000 and $1.2 million, including the reserve provisions, for environmental costs for the three and nine month periods, respectively. The aggregate reserve for environmental related costs is $1.2 million, including a $1 million provision for the nine month period. The Company will make additional provisions in future periods to the extent appropriate as further information regarding these costs becomes available. RESULTS AT A GLANCE (Unaudited) The following table provides a summary of critical operating and financial statistics (thousands of dollars, except per share amounts, financial ratios, flight hours and general statistics): Nine Months Ended January 31, Operations 1996 1995 Operating revenues $ 139,724 $ 130,493 Net earnings 4,664 3,426 Net earnings per share .92 .63 Annualized return on shareholders' equity 8% 5.9% Total flight hours 163,752 152,867 Financial Summary January 31, 1996 April 30, 1995 Net working capital $ 32,948 $ 29,809 Net book value of property and equipment 96,063 86,248 Long-term debt 38,842 27,060 General Statistics Helicopters Operated 258 254 Employees 1,669 1,649 Part II - OTHER INFORMATION Item 6.EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1 (i)Articles of Incorporation of the Company (incorporated by reference to Exhibit No. 3.1(i) to PHI's Report on Form 10-Q for the quarterly period ended October 31, 1994.) (ii)By-laws of the Company. 27 Financial Data Schedule. (b) Reports on Form 8-K No reports were filed on Form 8-K for the quarter ending January 31, 1996. 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. Petroleum Helicopters, Inc. March 5, 1996 By: Carroll W. Suggs /s/ Carroll W. Suggs Chairman of the Board, President and Chief Executive Officer (duly authorized officer) March 5, 1996 By: John H. Untereker /s/ John H. Untereker Vice President and Chief Financial Officer (principal financial officer)