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, 1999 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 Drive, Suite 400 P.O. Box 578, Metairie, Louisiana 70001-5979 (Address of principal executive (Zip Code) offices) 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 ___ 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, 1999 _____ ____________________________ Voting Common Stock 2,800,886 shares Non-Voting Common Stock 2,368,175 shares PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) January 31, April 30, 1999 1998(1) ASSETS ________ ________ Current assets: Cash and cash equivalents $ 2,260 $ 2,753 Accounts receivable - net of allowance 47,829 49,119 Inventory 35,976 34,016 Prepaid expenses 1,939 1,478 Notes receivable - investee companies 1,375 1,151 ________ ________ Total current assets 89,379 88,517 ________ ________ Investments 2,756 2,705 Property and equipment: Cost 273,493 256,042 Less accumulated depreciation (129,040) (120,923) ________ ________ 144,453 135,119 ________ ________ Other 602 680 ________ ________ $ 237,190 $ 227,021 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 25,549 $ 28,004 Accrued vacation pay 5,818 5,672 Income taxes payable 102 1,046 Current maturities of long-term debt 5,874 5,824 ________ ________ Total current liabilities 37,343 40,546 ________ ________ Long-term debt, net of current maturities 75,884 66,795 Deferred income taxes 18,685 19,172 Other long-term liabilities 6,135 5,803 Shareholders' equity: Voting common stock - par value of $ 0.10; authorized 12,500,000; issued shares of 2,800,886 at January 31 and April 30 280 280 Non-voting common stock - par value of $ 0.10; authorized 12,500,000; issued shares of 2,368,175 and 2,358,935 at January 31 and April 30, respectively 237 236 Additional paid-in capital 11,777 11,706 Retained earnings 86,849 82,483 ________ ________ 99,143 94,705 ________ ________ $ 237,190 $ 227,021 ======== ======== (1)The balance sheet at April 30, 1998 is condensed from the audited financial statements at that date. The accompanying notes are an integral part of these condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) (Unaudited) Three Months Ended Nine Months Ended January 31, January 31, __________________ _________________ 1999 1998 1999 1998 ______ ______ _______ _______ REVENUES: Operating revenues $61,841 $58,803 $191,070 $172,238 Other income (deductions) 435 679 (939) 1,195 ______ ______ _______ _______ 62,276 59,482 190,131 173,433 ______ ______ _______ _______ EXPENSES: Direct expenses 54,156 51,081 163,255 149,065 Selling, general and administrative 4,382 4,021 13,491 11,906 Interest expense 1,631 1,325 4,616 3,751 ______ ______ _______ _______ 60,169 56,427 181,362 164,722 ______ ______ _______ _______ Earnings before income taxes 2,107 3,055 8,769 8,711 Income taxes 905 1,235 3,611 3,562 ______ ______ _______ _______ Net earnings $ 1,202 $ 1,820 $ 5,158 $ 5,149 ====== ====== ======= ======= BASIC: Earnings per common share $ 0.23 $ 0.36 $ 1.00 $ 1.01 ====== ====== ======= ======= DILUTED: Earnings per common share $ 0.23 $ 0.35 $ 0.99 $ 0.99 ====== ====== ======= ======= Weighted average common shares outstanding 5,169 5,118 5,166 5,106 Incremental common shares from stock options 57 84 65 87 ______ ______ _______ _______ Weighted average common shares and equivalents 5,226 5,202 5,231 5,193 ====== ====== ======= ======= Dividends declared per common share $ 0.05 $ 0.00 $ 0.15 $ 0.10 ====== ====== ======= ======= The accompanying notes are an integral part of these condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended January 31, ____________________________ 1999 1998 _______ _______ Cash flows from operating activities: Net earnings $ 5,158 $ 5,149 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 12,011 9,210 Deferred income taxes (487) - Gain on equipment disposals (368) (2,027) Equity in net earnings of investee companies (37) (167) Loss from operations disposals 1,344 1,000 Changes in operating assets and liabilities (6,217) (9,211) _______ _______ Net cash provided by operating activities 11,404 3,954 _______ _______ Cash flows from investing activities: Investments (383) (8,754) Purchases of property and equipment (31,626) (19,568) Proceeds from asset dispositions 11,670 12,063 _______ _______ Net cash used in investing activities (20,339) (16,259) _______ _______ Cash flows from financing activities: Proceeds from long-term debt 24,000 30,150 Payments on long-term debt (14,861) (16,395) Dividends paid (775) (767) Other, net 78 304 _______ _______ Net cash provided by financing activities 8,442 13,292 _______ _______ (Decrease) Increase in cash and cash equivalents (493) 987 Cash and cash equivalents at beginning of period 2,753 2,437 _______ _______ Cash and cash equivalents at end of period $ 2,260 $ 3,424 ======= ======= The accompanying notes are an integral part of these condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED JANUARY 31, 1999 AND 1998 (Unaudited) (1) General The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Form 10-Q instructions of the Securities and Exchange Commission ("SEC") from the books and records of Petroleum Helicopters, Inc. and Subsidiaries ("PHI" or the "Company"). In the opinion of management, these financial statements reflect all adjustments, consisting of only normal, recurring adjustments, necessary to present fairly the financial results for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations of the SEC; 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, 1998 and the accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations. Certain reclassifications have been made to the prior year's financial statements in order to conform to the classifications adopted for reporting in fiscal 1999. These reclassifications had no impact on net income or shareholders' equity. The Company's financial results, particularly as it relates to its domestic oil and gas aviation services, 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. (2) Commitments and Contingencies On June 2, 1997, the Company was notified by the National Mediation Board ("NMB") that the Office and Professional Employees International Union ("OPEIU") filed an application to represent flight deck crew members (helicopter pilots) of PHI. On September 4, 1997, the NMB reported that the Company's helicopter pilots voted to reject union representation. The OPEIU filed objections with the NMB seeking a new election. This reelection request was granted on January 30, 1998. On March 31, 1998, the NMB reported that the Company's helicopter pilots voted to again reject union representation. On April 2, 1998, the OPEIU filed objections with the NMB to set aside the results of the rerun election. On October 28, 1998, the NMB dismissed the OPEIU's objections and certified the March 31, 1998 election. (3) Comprehensive Income In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130 ("FAS 130"), "Reporting Comprehensive Income." FAS 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. The Company adopted this standard in the quarter ended July 31, 1998. Such adoption had no effect on the Company's financial statement presentation as the Company has no items of other comprehensive income. (4) Accounting for Computer Software In March 1998, the American Institute of Certified Public Accountants issued Statement of Position (SOP) No.98- 1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," which establishes criteria for when these types of costs should be expensed as incurred or capitalized. SOP 98-1 is effective for financial statements for fiscal years beginning after December 15, 1998, earlier adoption is permitted in fiscal years for which annual financial statements have not been issued. The Company has implemented SOP 98-1 on a prospective basis as of May 1, 1998 resulting in approximately $ 1.2 million of costs being capitalized during fiscal 1999 that would have been expensed under the Company's previous accounting method for such costs. This increased net income by $ 0.7 million or $ 0.13 per diluted share in fiscal 1999. This capitalization of costs will decline in future periods as the Company has completed the Application Development Stage of its new Workorder and Billing System during the third quarter of fiscal 1999. Post-implementation costs will be expensed in accordance with the SOP and Development Stage costs will be amortized over their estimated useful life. (5) New Accounting Pronouncements In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131 ("FAS 131"), "Disclosures about Segments of an Enterprise and Related Information." FAS 131 establishes standards for the way that a public enterprise reports information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. FAS 131 is effective for fiscal years beginning after December 15, 1997 and requires restatement of earlier periods presented. Management is currently evaluating the requirements of FAS 131. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 ("FAS 133"), "Accounting for Derivative Instruments and Hedging Activities". FAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999 and establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. FAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are to be recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Earlier application of the provisions of the Statement is encouraged and is permitted as of the beginning of any fiscal quarter that begins after the issuance of the Statement. The Company believes that, due to its current limited use of derivative instruments, adoption of the Statement will not have a material effect on the Company's results of operations, financial position, or liquidity. 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 performs helicopter transportation services for a variety of hospital and medical programs and aircraft maintenance to outside parties. The discussion that follows should be read in conjunction with the accompanying financial statements and with the financial statements for the year ended April 30, 1998 together with the related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS Third Quarter Fiscal 1999 to Third Quarter Fiscal 1998 _____________________________________________________ Revenues The Company generates flight revenues from both ongoing service contracts with established customers and non- contract flights referred to as Specials. The Oil and Gas Aviation Services Unit's transportation contracts, both domestic and international, 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. The Company's technical service contracts are generally provided on an actual cost plus negotiated mark-up basis. Revenues from Technical Services is included in revenues of the Oil and Gas Aviation Services Unit. Aeromedical contracts also provide for fixed and hourly charges, but are generally for longer terms and impose early cancellation fees to encourage customers to fulfill the contract term and cover the Company's additional up-front costs in the event of early termination. On December 31, 1997, PHI acquired the assets of Samaritan AirEvac ("Air Evac"), which it operates as a division within its Aeromedical Services Unit. Air Evac, which operates in Arizona, primarily derives its revenues from third party payors based on per hour or per seat charges. These contracts are predominantly short-term in nature. The following table summarizes and compares the Company's operating revenues by unit for the quarters ended January 31, 1999 and 1998: Operating Revenues for the Quarter Ended January 31, _________________________________________ (Thousands of dollars, except percentages and flight hours) _________________________________________ Increase(Decrease) ________ ________ __________________ 1999 1998 $ % ________ ________ _______ _______ Oil and Gas Aviation Services Unit $ 49,995 $ 49,839 $ 156 0 Aeromedical Services Unit 11,648 8,367 3,281 39 Other 198 597 (399) (67) ________ ________ _______ Total Operating Revenues $ 61,841 $ 58,803 $ 3,038 5 ======== ======== ======= ======= Total Flight Hours 52,516 60,201 (7,685) (13) ======== ======== ======= ======= Overall flight activity for the third quarter of fiscal 1999 declined by 13% as demand for domestic oil and gas aviation services has slowed due to an economic downturn in the Gulf of Mexico. Despite these declines, oil and gas flight revenues were slightly higher primarily due to rate increases which went into effect late in the third quarter of fiscal 1998. The Company is currently reviewing strategies to reduce costs in light of the economic downturn in the Gulf of Mexico which may result in a charge to earnings in the near term. Oil and Gas Aviation Services Unit Revenues for the quarter ended January 31, 1999 remained relatively constant at $ 50.0 million. The slight increase in revenues is primarily attributable to rate increases which occurred late in the third quarter of fiscal 1998 offset by activity declines. Flight hours declined 15% to 46,628 hours from 54,894 hours, for the quarter ended January 31, 1999 due primarily to decreased activity in the Gulf of Mexico. Aeromedical Services Unit Aeromedical revenues increased 39% to $ 11.6 million from $ 8.4 million. Air Evac accounted for $ 2.1 million of this increase. Total Aeromedical programs and aircraft as of January 31, 1999 were seventeen and forty-five, respectively, including the aircraft acquired with the Air Evac acquisition versus fourteen Aeromedical programs and forty-six aircraft at January 31, 1998. Of the forty-five Aeromedical aircraft at January 31, 1999, thirty-nine are helicopters and six are fixed wing aircraft. Aeromedical flight hours for the quarter increased 668 hours to 5,040 hours. Of the increase in flight hours, Air Evac accounted for 465 hours. Direct Expenses Direct expenses increased $ 3.1 million, or 6%, to $ 54.2 million primarily as a result of the addition of Air Evac which accounted for $ 1.6 million of the increase. Direct expenses as a percentage of operating revenues increased, decreasing the Company's operating margin to 12.4% from 13.1% in the prior year comparable quarter. Human Resource costs, including employee benefit costs, increased $ 1.0 million, or 5%, to $ 20.9 million. Salary expense increased by $ 2.0 million due to wage increases effective January 1, 1998, the addition of approximately 200 employees with the purchase of Air Evac and a new compensation plan implemented in February 1998. The human resource cost increases were partially offset by a decline in workers compensation insurance expense. Spare parts usage and repairs and maintenance costs decreased $ 0.1 million to $ 12.3 million. Aircraft depreciation increased $ 1.0 million, or 32%, to $ 4.1 million due to the purchase of additional aircraft and equipment. The Air Evac acquisition resulted in the addition of six aircraft late in the third quarter of fiscal year 1998. During fiscal 1999, the Company purchased nine aircraft; four of which were converted to leases during the second quarter and one of which was sold during the second quarter. Additionally, nine aircraft were sold which were purchased prior to fiscal year 1999. Helicopter rental expense decreased $ 0.2 million to $ 3.6 million from $ 3.8 million. There were ninety-three leased aircraft as of January 31, 1999 as compared to ninety- one at January 31, 1998. During June 1998, thirteen leased aircraft were refinanced resulting in monthly lease expense reductions of $ 75,000. All other aircraft costs increased $ 0.3 million, or 3%, to $ 9.9 million. Technical Services cost of sales increased $ 1.1 million, or 50%, to $ 3.3 million. This increase is consistent with an increase in third party maintenance work performed by the Oil and Gas Aviation Services Unit. Selling, General, and Administrative Expenses Selling, general and administrative expenses increased $ 0.4 million, or 10%, to $ 4.4 million. Of this increase, $ 0.4 million related to an increase in human resource costs and $ 0.4 million related to other costs. Partially offsetting this increase was a decline in computer software costs which were capitalized in the third quarter of fiscal 1999 versus expensed in the prior year's comparable quarter. The Company implemented SOP 98-1 during fiscal 1999 resulting in approximately $ 0.3 million of costs being capitalized during the quarter. Interest Expense Interest expense increased $ 0.3 million, or 23%, to $ 1.6 million. This was primarily related to an increase in the Company's long-term debt. Average long-term debt increased $ 11.9 million, or 16%, over the prior year's third quarter. First Nine Months Fiscal 1999 to First Nine Months Fiscal 1998 ______________________________________________________________ The following table summarizes and compares the Company's operating revenues by unit for the nine months ended January 31, 1999 and 1998: Operating Revenues for the Nine Months Ended January 31, _________________________________________ (Thousands of dollars, except percentages and flight hours) _________________________________________ Increase (Decrease) _________ _________ __________________ 1999 1998 $ % _________ _________ _______ _______ Oil and Gas Aviation Services Unit $ 155,179 $ 146,715 $ 8,464 6 Aeromedical Services Unit 35,376 24,016 11,360 47 Other 515 1,507 (992) (66) _________ _________ _______ Total Operating Revenues $ 191,070 $ 172,238 $18,832 11 ========= ========= ======= ======= Total Flight Hours 178,347 194,750 (16,403) (8) ========= ========= ======= ======= Overall flight activity for the first nine months of fiscal 1999 declined by 8% as demand for domestic oil and gas aviation services has slowed due to an economic downturn in the Gulf of Mexico. Despite these declines, oil and gas flight revenues were higher due primarily to rate increases, which went into effect late in the third quarter of fiscal 1998, and an increase in Specials due to several tropical storm and hurricane evacuations. Fiscal year 1998 earnings were adversely impacted by flood damage caused by Hurricane Danny to twenty-six aircraft located at one of the Company's field bases. The approximate effect of this damage was $ 0.25 per diluted share for the nine months ended January 31, 1998 and primarily relates to the incremental effect of lost revenue. All of these aircraft are back in service. In addition, results for the second quarter of fiscal 1999 were adversely impacted by the discontinuance of a joint venture in South America, which included a non-cash charge of $ 1.3 million ($ 0.15 per diluted share). Oil and Gas Aviation Services Unit Revenues for the nine months ended January 31, 1999 increased 6% to $ 155.2 million from $ 146.7 million. The increase in revenues is primarily attributable to rate increases as discussed above and aircraft fleet mix changes. The effect of these rate increases for the nine months ended January 31, 1999 was approximately a $ 10.0 million increase in revenues. Flight hours declined 10% to 158,809 hours from 177,300 hours for the nine months ended January 31, 1999 due primarily to decreased activity in the Gulf of Mexico. Aeromedical Services Unit Aeromedical revenues increased $ 11.4 million, or 47%, to $ 35.4 million. Total Aeromedical programs and aircraft as of January 31, 1999 were seventeen and forty-five, respectively, including the aircraft acquired with the Air Evac acquisition, versus fourteen Aeromedical programs and forty-six aircraft at January 31, 1998. Of the forty-five aeromedical aircraft at January 31, 1999, thirty-nine are helicopters and six are fixed wing aircraft. Aeromedical flight hours for the nine months increased 2,972 hours to 16,809 hours. Of the increase in flight hours and revenues, Air Evac accounted for 2,081 additional hours and $ 9.5 million in additional revenues, respectively. Direct Expenses Direct expenses increased $ 14.2 million, or 10%, to $ 163.3 million primarily as a result of the addition of Air Evac which accounted for $ 7.3 million of the increase. However, direct expenses as a percentage of operating revenues declined, improving the Company's operating margin to 14.6% from 13.5% in the prior year period. Human Resource costs, including employee benefit costs, increased $ 8.9 million, or 15%, to $ 66.8 million. Salary expense increased by $ 8.4 million due to wage increases effective January 1, 1998, the addition of approximately 200 employees with the purchase of Air Evac and a new compensation plan implemented in February 1998. The human resource cost increases were partially offset by a decline in worker's compensation insurance expense. Spare parts usage and repairs and maintenance costs declined $ 0.7 million, or 2%, to $ 36.2 million. Aircraft depreciation increased $ 2.7 million, or 31%, to $ 11.4 million due to the purchase of additional aircraft and equipment. The Air Evac acquisition resulted in the addition of six aircraft in the third quarter of fiscal year 1998. During fiscal 1999, the Company purchased nine aircraft; four of which were converted to leases during the second quarter and one of which was sold during the second quarter. Additionally, nine aircraft were sold which were purchased prior to fiscal year 1999. Helicopter rental expense increased $ 0.2 million, or 2%, to $ 11.1 million. The average number of aircraft leased for the nine months ended January 31, 1999 increased by six aircraft over the prior year period, thereby increasing rental expense. Partially offsetting this increase was a decline in rental expense for thirteen aircraft which were refinanced in June 1998. All other aircraft costs increased $ 1.3 million, or 5%, to $ 29.4 million. Technical Services cost of sales increased $ 1.8 million, or 27%, to $ 8.4 million. This increase is consistent with an increase in third party maintenance work performed by the Oil and Gas Aviation Services Unit. Selling, General, and Administrative Expenses Selling, general and administrative expenses increased $ 1.6 million, or 13%, to $ 13.5 million. Of this increase, $ 1.1 million related to an increase in human resource costs ($ 0.5 million of which related to Air Evac), $ 0.9 million related to legal and other business consulting fees and $1.0 million primarily related to supplies, depreciation and occupancy costs ($ 0.5 million of which related to Air Evac). Offsetting this increase was a decline in computer software costs which were capitalized in fiscal 1999 versus expensed in the prior year's comparable period. The Company implemented SOP 98-1 during the first nine months of fiscal 1999 resulting in approximately $ 1.2 million of costs being capitalized. Interest Expense Interest expense increased $ 0.9 million, or 24%, to $ 4.6 million. This was primarily related to the increase in the Company's long-term debt. Average long-term debt increased $ 13.1 million, or 20%, over the prior year period. LIQUIDITY AND CAPITAL RESOURCES The following is a comparison of the first nine months of the fiscal year ending April 30, 1999 with the year ended April 30, 1998. The Company's cash position as of January 31, 1999 was $ 2.3 million compared to $ 2.8 million at April 30, 1998, the Company's fiscal year end. Working capital increased $ 4.0 million from $48.0 million at fiscal year end to $52.0 million at January 31, 1999. Total long-term debt, net of current maturities, increased $ 9.1 million to $ 75.9 million as a result of the investing activities described below. The Company's current debt obligation totals $ 5.9 million, payable in equal quarterly installments, which the Company intends to pay with cash flow from operations. On November 30, 1998, the Company and its principal lending group entered into a loan agreement that amended and restated its original loan agreement dated January 1, 1986. The new agreement increased the Company's credit capacity by $ 7.0 million. At March 15, 1999, the Company had $ 18.5 million of credit capacity available under its credit facilities. The Company believes its cash flow from operations in conjunction with its credit capacity is sufficient to meet its planned requirements for the foreseeable future. The Company is in compliance with the provisions of its loan agreements. Cash provided by operating activities was $ 11.4 million. Investing activities primarily included the purchase and completion of nine aircraft, aircraft improvements, and engines for $ 31.6 million. The Company also converted the purchases of four of these aircraft into leases receiving proceeds of approximately $ 5.7 million in the second quarter. Additional proceeds of $ 4.2 million were received from the sale of ten aircraft during the year. As a result of the declining activity levels in the Gulf of Mexico, the Company recently implemented certain cost reductions which include the sale of aircraft which no longer meet the Company's needs. Additional sales of aircraft will occur during the fourth quarter of fiscal 1999. Investing activities were primarily funded through proceeds from asset dispositions and increased borrowings under the Company's credit facilities. The Company paid dividends of $ 0.05 per share during the first, second, and third quarters of fiscal 1999. The Company continues to review selected domestic bases for possible fuel contamination resulting from routine flight operations. The Company has expensed, including provisions for environmental costs, $ 0.4 million for the nine months ended January 31, 1999 as compared to $ 1.2 million for the comparable period in fiscal year 1998. The aggregate liability recorded for environmental related costs at January 31, 1999 is $ 1.7 million which the Company believes is adequate for probable and estimable environmental costs. The Company will make additional provisions in future periods to the extent appropriate as further information regarding these costs becomes available. YEAR 2000 MATTERS The Company has considered the impact of Year 2000 ("Y2K") issues on its computer systems and applications. A committee consisting of members of senior management from various disciplines within the Company has been formed and is meeting regularly to discuss and outline the appropriate course of action that must be taken to deal with any potential Year 2000 issues. A compliance plan has been developed and conversion activities are in process in conjunction with the current information systems upgrades and is expected to be completed and tested by June 30, 1999. The Company has committed to purchase software and upgrade its hardware to address the Year 2000 issues. Management does not expect that this project will have a significant effect on the Company's operations primarily due to the significant expenditures for new information technology systems during fiscal 1998, 1997 and 1996. The Company is currently undertaking an inventory of all equipment used in the transmission and reception of all radio signals to identify items that need to be upgraded or replaced. The Company has retained the consulting firm of BrightStar Information Technology Group, Inc. for an estimated cost of $ 0.3 million, of which $ 0.2 million has been spent during fiscal 1999, to assist with a wide range of Year 2000 services, including a complete hardware and software inventory and Year 2000 compliance analysis. This review is expected to be completed by May 31, 1999. The compliance plan includes evaluating the Company's position with significant suppliers, lenders, large customers and others to ensure that those parties have appropriate plans to address Year 2000 issues where they may otherwise impact the operations of the Company. The Company does not have any significant suppliers, lenders and/or large customers that directly interface with the Company's information technology systems. There is no guarantee that the systems of the Company's suppliers and customers will be Year 2000 compliant in time or that any such non-compliance will not have an adverse effect on the Company's financial condition or results of operations. Concurrent with the Company's efforts to address Year 2000 issues, the Company is in the process of developing appropriate contingency plans, which the Company expects to have completed by May 31, 1999, to help prevent the Company's operations from being materially impacted by a failure to correct a Year 2000 problem. FORWARD LOOKING STATEMENTS All statements other than statements of historical fact contained in this Form 10-Q, other periodic reports filed by the Company under the Securities Exchange Act of 1934 and other written or oral statements made by it or on its behalf, are forward looking statements. When used herein, the words "anticipates", "expects", "believes", "intends", "plans", or "projects" and similar expressions are intended to identify forward looking statements. It is important to note that forward looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause the Company's actual results to differ materially from the views, beliefs and estimates expressed or implied in such forward looking statements. Although the Company believes that the assumptions reflected in forward looking statements are reasonable, no assurance can be given that such assumptions will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward looking statements include but are not limited to the following: flight variances from expectations, volatility of oil and gas prices, the substantial capital expenditures required to fund its operations, environmental risks, competition, government regulation, unionization, Year 2000 issues and the ability of the Company to implement its business strategy. All forward looking statements in this document are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company undertakes no obligation to update publicly any forward looking statements, whether as a result of new information, future events or otherwise. 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 1999 1998 ___________________________________ Operating revenues $ 191,070 $ 172,238 Net earnings 5,158 5,149 Net earnings per basic share 1.00 1.01 Net earnings per diluted share 0.99 0.99 Book value per diluted share 18.95 17.79 Annualized return on shareholders' equity 7.1% 7.6% Total flight hours - operated 178,347 194,750 Financial Summary January 31, 1999 April 30, 1998 ___________________________________ Net working capital $ 52,036 $ 47,971 Net book value of property and equipment 144,453 135,119 Long-term debt, net of current maturities 75,884 66,795 General Statistics Aircraft operated 305 307 Employees 2,117 2,135 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 (incorporated by reference to Exhibit No. 3.1 (ii) to PHI's Report on Form 10-Q for the quarterly period ended July 31, 1996). 10.1 Second Amendment to Amended and Restated Loan Agreement originally dated as of January 31, 1986, Amended and Restated in its entirety as of March 31, 1997, among Petroleum Helicopters, Inc., Whitney National Bank, Bank One, Louisiana, N.A., and NationsBank of Texas, N.A., as agent. 27 Financial Data Schedule (b) Reports on Form 8-K No reports were filed on Form 8-K for the quarter ending January 31, 1999. 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 16, 1999 By: /s/ Carroll W. Suggs ________________________________ Carroll W. Suggs Chairman of the Board, President and Chief Executive Officer (duly authorized officer) March 16, 1999 By: /s/ Michael J. McCann ________________________________ Michael J. McCann Chief Financial Officer and Treasurer (principal financial and accounting officer)