Item 1. Business.
General
The Company was incorporated as a Delaware corporation in 1949 and since that time its primary business has been to transport personnel, and to a lesser extent parts and equipment, to, from, and among offshore platforms for customers engaged in the oil and gas exploration, development and production industry. During the most recent fiscal year approximately 73% of the Company's operating revenues was generated by oil and gas transportation services in federal and state waters offshore of the States of Louisiana, Texas, Florida, Alabama, Mississippi and California (the "domestic Gulf"). Approximately 77% and 82% of operating revenues were derived from these services in the domestic Gulf in fiscal 1993 and 1992, respectively.
The Company's aeromedical transportation services for hospitals and medical programs accounted for 13% of operating revenues in fiscal 1994. Aeromedical transportation services generated 10% and 8% of operating revenues in fiscal 1993 and 1992, respectively.
The remaining 14% of 1994 operating revenues was generated primarily from aircraft maintenance services provided to outside parties and the Company's international business. The international business consists of onshore and offshore helicopter transportation services and fixed-wing services for the international oil and gas industry.
Demand for the Company's helicopter services is strongly influenced by offshore oil and gas exploration, development and production activities in the areas in which it operates, which in turn is influenced primarily by oil and gas prices. In general, helicopters perform a useful service when their expense can be justified by the labor and other cost savings resulting from their faster transportation times. Each of the Company's ten principal types of helicopters is available on an hourly, daily or monthly basis.
The Company maintains master operating agreements with each of its major customers, which set forth general rights and duties of the Company and the customer. Although the Company is a party to a limited number of contracts with a term of one year, services to the domestic Gulf are generally provided pursuant to monthly extensions of these operating agreements, and prices are fixed for each contract extension. Contracts for aeromedical and foreign business are generally entered into for longer terms.
Charges under operating agreements are generally based on fixed monthly fees and additional hourly charges for actual flight time. Because the Company is compensated in part by flight hour, prolonged adverse weather conditions that result in reduced flight hours can adversely affect results of operations. See "- Weather and Seasonal Aspects."
The Company has historically realized substantial gains from the sales of its helicopters.
Weather and Seasonal Aspects
Poor visibility, high winds and heavy precipitation can affect the safe use of helicopters and result in a reduced number of flight hours. Since a significant portion of the Company's revenues is dependent on actual flight hours and a substantial portion of the Company's costs is fixed, prolonged periods of adverse weather can materially and adversely affect the Company's operating revenues and net earnings.
In the domestic Gulf, the months of December through February have more days of adverse weather conditions and fewer hours of daylight than the other months of the year. Consequently, flight hours are generally lower than at other times of the year, which typically results in a reduction in revenues from operations during those months.
The Company currently operates 44 aircraft equipped to fly pursuant to instrument flight rules (IFR) in the domestic Gulf, which enables these aircraft, when manned by IFR rated pilots and co-pilots, to make flights at times when poor visibility prevents flights by aircraft that can fly only by visual flight rules (VFR). Poor visibility is the most common of the adverse weather conditions that affect the Company's operations.
Hazards and Insurance
The operation of helicopters inherently involves a degree of risk. Hazards, such as aircraft accidents, collisions, fire and adverse weather, are inherent in the business of providing helicopter services to the offshore oil and gas industry and others and may result in losses of equipment and revenues. The Company's safety record is favorable in comparison to the record for all United States operators as reflected in industry publications.
The Company maintains hull and liability insurance on its helicopters, which generally insures the Company against physical loss of, or damage to, its helicopters and against certain legal liabilities to others. In addition, the Company carries war risk, expropriation, confiscation and nationalization insurance for helicopters involved in international operations. In some limited instances the Company is covered by indemnity agreements from large oil companies in lieu of or in addition to its insurance. The Company's helicopters are not insured for loss of use. While the Company believes it is adequately covered by insurance and indemnification arrangements, the loss, expropriation or confiscation of, or severe damage to, a material number of its helicopters could adversely affect revenues and profits.
Government Regulation
As a commercial operator of helicopters, the Company's flight and maintenance operations are subject to regulation by the Federal Aviation Administration (the "FAA") pursuant to the Federal Aviation Act of 1958 (the "Federal Aviation Act"). The FAA has authority to exercise jurisdiction over personnel, aircraft, ground facilities and other aspects of the Company's business.
The Company transports personnel and property in its helicopters pursuant to an FAR 135 Air Taxi certificate granted by the FAA. This certificate contains operating specifications that allow the Company to conduct its present operations but are subject to amendment, suspension and revocation in accordance with procedures set forth in the Federal Aviation Act. The Company is not required to file tariffs showing rates, fares and other charges with the FAA. The FAA's regulations, as currently in effect, also require that not less than 75% of the Company's voting securities be owned or controlled by citizens of the United States or one of its possessions, and that the president and at least two-thirds of the directors of the Company are United States citizens. The Company's chief executive officer and all of its directors are United States citizens and its organizational documents provide for the automatic reduction in voting power of each share of voting common stock owned or controlled by a non-United States citizen if necessary to comply with these regulations.
The National Transportation Safety Board is authorized to investigate aircraft accidents and to recommend improved safety standards. The Company is also subject to the Communications Act of 1934 because of its ownership and operation of a radio communications flight following network throughout the domestic Gulf.
Numerous federal statutes and rules regulate the offshore operations of the Company and the Company's customers, pursuant to which the federal government has the ability to suspend, curtail or modify certain or all offshore operations. A suspension or substantial curtailment of offshore oil and gas operations for any prolonged period would have an immediate and materially adverse effect on the Company. A substantial modification of current offshore operations could adversely affect the economics of such operations and also result in reduced demand for helicopter services.
Competition
The Company's business is highly competitive. Many of the Company's contracts are awarded after competitive bidding, and the principal methods of competition are price, reliability, availability, and safety.
The Company believes it operates one of the largest commercial helicopter fleets in the world. At April 30, 1994, the Company had 266 aircraft in operation. The Company operated 240 helicopters in the United States, of which 181 were operated in the domestic Gulf, 26 were operated in the Company's aeromedical program, 16 were in the hangar for maintenance, 13 were parked for sale and 4 were used for training. The Company is the largest operator of helicopters in the domestic Gulf and believes there are approximately 6 competitors operating in the Gulf market.
Certain of the Company's customers and potential customers in the oil industry operate their own helicopter fleets; however, oil companies traditionally contract for most specialty services associated with offshore operations, including helicopter services.
Employees
As of April 30, 1994, the Company employed a total of 1,697 people including 552 pilots, 727 mechanics and 418 in flight operations and administration.
The Company believes its employee relations to be excellent, and it has never experienced a work stoppage. None of the Company's employees is covered by union contracts. Union organization campaigns in 1970, 1974 and 1980 failed. Unionization of some or all of the Company's employees could have a material adverse effect on its business.
Customers
The Company's principal customers are major oil companies. The Company also serves smaller exploration and production concerns, oil and gas service companies, hospitals and medical programs. The Company's largest customer, Shell Oil Company, accounted for approximately 10% of the Company's operating revenues in fiscal 1994. The Company's five largest customers were oil and gas related and accounted for 34% of operating revenues in fiscal 1994, and each of 38 customers including 8 aeromedical customers, accounted for more than $1 million in operating revenues during fiscal 1994.
Division managers of customer oil companies, who are responsible for a majority of contract services in connection with offshore oil activities, generally contract for helicopter services. Many oil companies also employ directors of aviation to evaluate the capabilities and safety performance of companies providing helicopter services and make recommendations to division managers. Company management, along with customer relations specialists, are in frequent contact with division managers and directors of aviation in connection with both existing service contracts and potential new business.
Environmental and Safety Matters
General. The Company is subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the environment and establish standards for the treatment, storage and disposal of toxic and hazardous wastes.
The Company is also subject to the federal Occupational Safety and Health Act ("OSHA") and similar state statutes. The Company has an extensive health and safety program and employs a safety staff, including a certified safety professional in the field of comprehensive practice, who is also a registered environmental professional. The primary functions of the safety staff are to develop Company policies that meet or exceed the safety standards set by OSHA, train Company personnel and make daily inspections of safety procedures to insure their compliance with Company policies on safety. All personnel are required to attend safety training meetings at which the importance of full compliance with safety procedures is emphasized. The Company believes that it meets or exceeds all OSHA requirements and that its operations do not expose its employees to unusual health hazards.
Waste Disposal. The Company's operations produce a limited amount of industrial waste products and certain hazardous materials. The Company's industrial waste products, which consist principally of residual petroleum and metal refinishing waste, are shipped to third party disposal sites that are licensed to handle such materials.
Item 2.
Item 2. Properties
Fleet Utilization
As of April 30, 1994 76% of the Company's aircraft were actively assigned as compared with 76% and 71% as of April 30, 1993 and 1992, respectively.
Equipment
Certain information as of April 30, 1994 regarding the Company's fleet is set forth in the following table:
______________
Equipped to fly under instrument flight rules (IFR). All other types listed can only fly under visual flight rules (VFR). See Item 1. "Business - Weather and Seasonal Aspects."
______________________
The following tables set forth additional information regarding the helicopters owned and leased by the Company (in thousands, except the number of helicopters):
Number of Company Owned Net Book Helicopters Cost Value
183 $ 159,375 $ 73,994
Number of Total Rents Company Leased Over Life Remaining Helicopters of Leases Rents
72 $ 103,450 $ 66,281
_____________
Information regarding the Company's depreciation policy is set forth under Item 8. "Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements, Note 1(c)."
____________________
The Company operates eleven helicopters that are owned or leased by customers which are not reflected in the information set forth above. The Company also owns four fixed-wing aircraft two of which are currently under contract to customers.
As of April 30, 1994, the Company's commitment for principal payments and lease payments for its present helicopter fleet averaged $16 million each year for the next five years and an aggregate of $28 million thereafter.
Under most leases the Company is responsible for all insurance, taxes and maintenance expenses associated with the helicopters, and within certain limitations, the Company can either substitute equipment or terminate the leases in the event the leased equipment becomes obsolete or is no longer suited for the Company's needs. All of the foregoing leases are considered operating leases for accounting and tax purposes.
The Company also maintains an inventory of fuel and an inventory of spare parts and components for use in repair and maintenance of the Company's fleet. This inventory had a book value of approximately $25 million on April 30, 1994. The Company is a distributor or dealer for many of these parts and components, thereby allowing it to realize significant cost savings for its purchases. However, the Company has no long-term contractual rights to continue such relationships.
Equipment on Order
The Company has agreed to purchase two helicopters in 1995 for $5 million. The Company also plans to lease five helicopters with a lease value of $9 million. The lease term is 60 months with monthly payments of $67,000 or $0.8 million per year. At the end of the lease term, the Company may purchase the aircraft for 88% of the original lease, or $7.9 million, or return the aircraft and pay the lessor 13% of the original lease amount, or $1.2 million. The Company also has non-binding agreements to purchase 15 additional aircraft none of which are expected to be purchased in 1995.
Equipment Sales
The Company sells aircraft whenever they (i) become obsolete, (ii) do not fit into future fleet plans, (iii) are subject to unusually strong and specific demand in the resale market, or (iv) are surplus to the Company's needs.
The Company typically sells its helicopters for more than their book value. The Company cannot predict, however, whether these results will continue or whether such prices would be realized if the Company were to sell large numbers of helicopters in a short period of time.
Facilities
The Company leases 4,362 square feet of office space in a building owned by Offshore Navigation, Inc., (owner of 12.6% of the Company's voting common stock), in Jefferson Parish (Metropolitan New Orleans), Louisiana, on a month-to-month basis, for the Company's executive offices. The Company believes that it will be able to occupy this space for as long as necessary because of its relationship with Offshore Navigation, Inc.
The Company's principal operational facility is located on property leased from The Lafayette Airport Commission at the Lafayette Regional Airport in Lafayette Parish, Louisiana. The leases cover approximately 28.2 acres and 17 buildings, with an aggregate of approximately 135,000 square feet, housing the Company's main operational and administrative office and main repair and maintenance facility. The Company has options to extend this lease until 2006.
In addition, the Company leases property for 18 additional bases to service the oil and gas industry throughout the domestic Gulf and two bases in California. Those bases that represent a significant investment by the Company in leasehold improvements or which are particularly important to the Company's operations are:
A. Morgan City Base (Louisiana) - containing approximately 53 acres, is under a lease that expired on June 30, 1994 and was extended by the Company through June 30, 1998. The Company has built a variety of operational and maintenance facilities on this property, including
landing pads for 46 helicopters. The Company believes that this facility is the largest commercial heliport in the world.
B. Intracoastal City Base (Louisiana) - containing approximately 22.5 acres under several leases in Vermillion Parish, all with options to extend through 2001. The Company has built a variety of operational and maintenance facilities on this property, including landing pads for 45 helicopters.
C. Houma-Terrebonne Airport (Louisiana) - containing approximately 13.6 acres and certain buildings leased under four leases from the Houma-Terrebonne Airport Commission, which have options allowing extension of the lease through 1999. The Company has landing pads for 30 helicopters on this property.
D. Sabine Pass (Texas) - containing approximately 22 acres under two leases, one of which, for 1.6 acres, will expire February 28, 1995, and the other of which will expire September 30, 1997 with an option to extend through September 30, 2002. The Company has built a variety of operational and maintenance facilities on this property, including landing pads for 24 helicopters.
E. New Orleans (Louisiana) - containing approximately 1.5 acres, is under a lease through April 30, 2004. The location contains significant leasehold improvements including landing pads for 14 helicopters.
F. Venice (Louisiana) - containing approximately 8 acres, is under a lease expiring March 31, 1995. The original lease was executed April 1, 1973 for one year and has been extended annually since that time. The location contains landing pads for 27 helicopters.
G. Fourchon (Louisiana) - containing approximately 8 acres, is under original lease expiring April 30, 1996. The property has 10 landing pads.
The Company's other operations related bases in the United States are located along the domestic Gulf in Louisiana at Cameron, Grand Isle, Lake Charles and Schriever; in Texas at Bay City, Brazoria, Corpus Christi, Galveston, Port O'Connor and Rockport; in Mississippi at Pascagoula; and in California at Huntington Beach and Santa Barbara.
The Company operates from offshore platforms which are provided free of charge by the owners of the platforms, although in certain instances the Company is required to indemnify the owners against loss in connection with the Company's use.
Bases of operations for the Company's foreign and aeromedical operations are generally furnished by the customer. The Company's foreign operations are currently conducted in Angola, Argentina, Canada, Colombia, Kenya, Philippines, Portugal, Trinidad, Venezuela and Zaire. Aeromedical operations are currently conducted in Arizona, Arkansas, California, Florida, Illinois, Kentucky, Louisiana, North Carolina, Ohio and Texas.
Item 3.
Item 3. Legal Proceedings
The Company is named as a defendant in various legal actions arising out of incidents related to its helicopter operations. The amount, if any, of ultimate liability with respect to such matters cannot be determined; however, after consulting with legal counsel, the Company believes any such liability will not have a material effect on the Company's financial condition.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended April 30, 1994.
Item 4. (a) Executive Officers of the Registrant
Certain information about the executive officers of PHI is set forth in the following table and accompanying text:
Mrs. Suggs became Chairman of the Board in March 1990 and Chief Executive Officer in July 1992. From 1989 until March 1990, she served as Vice Chairman of the Board.
Mr. Albert has served as the Vice President and Chief Pilot since 1984.
Mr. Cummiskey has served as Secretary since June 1992 and as Vice President of Risk Management since October 1991. Prior to that time, Mr. Cummiskey was a Vice President/Account Executive of Johnson & Higgins (insurance brokers and consultants).
Mr. Golden was named Vice President and Director of Operations in March 1993. Prior to that time he served as Vice President of Corporate Development since 1991 and as Director of Training since 1982.
Mr. Milling has served as Vice President since September 1989, General Manager of International Helicopter Transport, Inc. (IHTI), a wholly-owned subsidiary, since 1988, and as Facility Security Officer since 1990. From 1979 until 1988, Mr. Milling served as marketing representative and administrative assistant to the Chief Executive Officer.
Mr. Schrick has served as Vice President and General Manager since January 1993 and as Vice President of Maintenance since 1990. Prior to that time he served as Superintendent of Maintenance. Since 1984 Mr. Schrick has also served as Vice President of Evangeline Airmotive, Inc., a wholly-owned subsidiary.
Mr. Summers has served as Vice President of Engineering/Quality Assurance since 1990 and Vice President of Materiels since 1994. Prior to that time he served as Vice President of Maintenance.
Mr. Untereker has served as Vice President, Chief Financial Officer and Treasurer since July 1992. From December 1987 until July 1992, he served as Executive Vice President and Chief Financial Officer of Lend Lease Trucks, Inc. (truck leasing, rental and finance)/Bastion Industries (manufacturer and distributor of packaging materials). Prior to that time, Mr. Untereker served as controller of NL Industries, Inc. and Vice President-Finance of NL Baroid (petroleum services and products).
Mr. Weber has served as Vice President of International Operations since September 1989. From July 1987 until September 1989, he served as Director of International Operations.
PART II
Item 5.
Item 5. Market Price for Registrant's Common Equity and Related Stockholder Matters
The Company's voting and non-voting common stock trades on the NASDAQ System ("NASDAQ Small Cap Issuers") under the symbols PHEL and PHELK, respectively. The following table sets forth the range of high and low per share bid prices, as reported by NASDAQ, and dividend information for the Company's voting and non-voting common stock for the fiscal quarters indicated. The quotations represent prices in the over the counter market between dealers in securities, do not include retail markup, markdown or commission and may not necessarily represent actual transactions:
The declaration and payment of dividends is at the discretion of the Board of Directors, which evaluates the Company's dividend policy quarterly. Future dividends are dependent upon, among other things, the Company's results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by the Board. A credit agreement to which the Company is a party generally restricts the declaration or payment of dividends to 20% of net earnings for the previous four fiscal quarters. See Item 8. "Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements, Note 2."
As of July 19, 1994 there were approximately 1,576 holders of record of the Company's voting common stock and 133 holders of record of the Company's non-voting common stock.
Item 6.
Item 6. Selected Financial Data
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Operating results for the three years ended April 30, 1994 are as follows (in thousands of dollars, except flight hours):
Years Ended April 30 1994 1993 1992 Revenues Operating revenues $172,069 $171,865 $191,867 Gain (loss) on equipment disposals 475 2,064 (1,112) Gain on sale of investments - - 521 Equity in net earnings (losses) of investee companies - (18) 95 172,544 173,911 191,371 Expenses Direct expenses 155,599 156,698 176,958 Selling, general and administrative expenses 8,715 11,601 7,819 Interest expense 2,676 2,271 3,804 166,990 170,570 188,581
Earnings before income taxes 5,554 3,341 2,790 Income taxes 2,221 1,292 1,500 Net earnings $ 3,333 $ 2,049 $ 1,290
Flight Hours 207,000 207,000 242,000
Demand for the Company's offshore oil and gas transportation services began to decline during fiscal 1991 due to reduced exploration and production activity in the U.S. Gulf. This trend continued in fiscal 1992 and into the first quarter of fiscal 1993 before reversing in the second quarter of fiscal 1993 due in part to rising natural gas prices. The offshore drilling rig count is summarized in the following table:
May May June June 1994 1993 1992 1991 Active Rigs in U.S. Gulf 125 102 60 119
While the rig count has recovered since June 1992, the Company's management believes the rig count could trend downward as a reflection of the oil and gas industry's concerns over unstable domestic oil, and to a lesser extent, gas prices combined with strict U.S. environmental legislation. These concerns have caused exploration companies to shift much of their activities from the U.S. market to the international market where less strict environmental policies make drilling for minerals more economically viable. Although the active rig count in the Gulf increased during this past fiscal year, the Company's domestic Gulf revenues declined by 5% from $132.7 million to $126.1 million. This decline evidences that competitive pricing pressures have increased and that customers are increasingly sharing aircraft or employing aircraft on a shorter term hourly basis. The $20 million decline in operating revenues between fiscal 1992 and 1993 was consistent with the slower domestic oil and gas market.
Management has continued to respond to these conditions by expanding marketing efforts in the domestic aeromedical and the international oil and gas markets. This marketing emphasis increased the Company's name recognition as a leader in both markets and currently provides more opportunities to bid for new business. Presently there is uncertainty related to Federal regulation of the health care industry and the stability of the international oil and gas industry; however, management will continue to search for new opportunities that warrant the risk in these markets. The result of the Company's efforts is reflected in the increase of total revenues from aeromedical and international flights of 23% to $35.6 million and 15% to $29 million in fiscal years 1994 and 1993, respectively. The Company also made significant reductions in its workforce and helicopter fleet which had a positive impact on expenses. The following tables provide selected information regarding the results of management's efforts:
Approximate Percentage of Operating Revenue
Years Ended April 30
1994 1993 1992
Domestic Gulf. . . . . . . . 73% 77% 82%
Aeromedical . . . . . . . . 13 10 8
International and Technical Services. . . . . . . . . 14 13 10
As of April 30
1994 1993 1992 Number of helicopters owned/leased. . . . . . . . 255 258 285
Number of employees . . . . . .1,697 1,838 2,062 ____________________
Direct expenses declined $1.1 million in fiscal 1994 due to a $1 million decrease in helicopter rent, a $0.5 million reduction in depreciation and a $0.5 million decline in taxes. Salaries were $0.8 million higher due to a 4% cost of living increase in July 1993 which was offset by staffing reductions later in the fiscal year. Helicopter insurance expense increased by $0.7 million due to an increase in rates. Direct expenses in fiscal 1993 were reduced $20.3 million as payroll and related costs declined approximately $12 million and helicopter depreciation and rental, fuel, parts usage and outside maintenance declined in response to reduced flight hours and helicopter fleet reductions.
The Company's selling, general and administrative expense decreased $2.9 million in fiscal 1994 primarily as a result of $2.1 million spent in fiscal 1993 related to senior management transition. Reductions of $0.3 million in bad debt expense and $0.6 million in salaries were also realized. The increase in fiscal 1993, when compared to fiscal 1992, was also related to the senior management transition charges and increased compensation and sales promotion expenses associated with the Company's expanded sales and marketing programs.
Equipment disposal results in fiscal 1993 were greater than 1994 and 1992 as the Company disposed of more aircraft in 1993 than 1994 and casualty losses charged to this account declined in 1993 as compared to 1992. The Company disposed of six, nine and ten aircraft in fiscal years 1994, 1993 and 1992, respectively.
The Company's borrowing costs increased $0.4 million in fiscal 1994 due to higher average borrowing levels incurred for the purchase of three additional aircraft for the Company's aeromedical program. Higher interest rates were also a factor in 1994. The Company's borrowing costs in 1993 were $1.5 million lower than 1992 due to lower average borrowing levels and declining interest rates.
PHI's effective tax rate was 40%, 39%, and 54% in the 1994, 1993 and 1992 fiscal years, respectively. The rate in fiscal 1992 was higher because of certain non-deductible expenses and increased state income taxes.
Liquidity and Capital Resources
Cash generated from operating activities in 1994 and 1993 was essentially constant at $16.3 million and $16.1 million, respectively as compared to $19.8 million in 1992. Cash flow generated by working capital was $3.8 million, $5.9 million and $7.8 million for the fiscal years ended 1994, 1993 and 1992, respectively. These trends are consistent with operating levels for the periods presented. The Company's use of cash in 1994 included a net investment in equipment, primarily helicopters, of $12.7 million and a reduction in long-term debt of $0.2 million.
In response to reduced operating cash flow, dividends were limited to $55,000 in 1993 and discontinued after the first quarter of fiscal 1993. See Item 5. "Market Price for Registrant's Common Equity and Related Stockholder Matters."
In July 1993, the Company amended its agreements with its principal lenders to, among other things, increase borrowing capacity for helicopter purchases during the next two years. In addition, approximately $9 million of borrowings under the Company's revolving credit facility were refinanced on a long-term basis. In April 1994, the Company further amended its agreements to permit London Inter-bank Borrowings ("LIBOR") at LIBOR rates plus a floating spread. The spread (currently 2.625%) will float up or down based on the Company's performance. The Company believes this change will result in a lower effective rate. As of June 22, 1994, the Company had $11 million and $15 million of available credit capacity under the term and revolving credit facilities, respectively. The Company believes it is in full compliance with its financing agreements. See Item 8.
Item 8. Financial Statements and Supplementary Data
Independent Auditors' Report
The Board of Directors and Stockholders Petroleum Helicopters, Inc.:
We have audited the consolidated balance sheets of Petroleum Helicopters, Inc. and subsidiaries as of April 30, 1994 and 1993, and the related consolidated statements of earnings, stockholders' equity , and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Petroleum Helicopters, Inc. and subsidiaries as of April 30, 1994 and 1993, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK
New Orleans, Louisiana June 20, 1994
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders Petroleum Helicopters, Inc. Harahan, Louisiana
We have audited the consolidated statements of earnings, stockholders' equity and cash flows of Petroleum Helicopters, Inc. and wholly-owned subsidiaries for the year ended April 30, 1992 (none of which are presented herein). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of Petroleum Helicopters, Inc. and wholly-owned subsidiaries for the year ended April 30, 1992 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE New Orleans, Louisiana July 17, 1992
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
April 30, 1994 and 1993
(Thousands of dollars)
(Continued)
See accompanying notes to consolidated financial statements.
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended April 30, 1994, 1993 and 1992 (Thousands of dollars)
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
April 30, 1994, 1993 and 1992
(1) Summary of Significant Accounting Policies
(a) Principles of Consolidation
The consolidated financial statements include the accounts of Petroleum Helicopters, Inc. and its wholly-owned subsidiaries after the elimination of all significant intercompany accounts and transactions. Investments in 20 percent to 50 percent owned affiliates are accounted for by the equity method and consist primarily of investments in foreign affiliates.
(b) Cash Equivalents
The Company considers cash equivalents to include demand deposits and investments with original maturity dates of three months or less.
(c) Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight- line method based upon estimated useful lives of ten years for flight equipment and four to ten years for other equipment. A residual value of 25% of cost is used in the calculation of depreciation of flight equipment and other equipment. When property and equipment is sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in earnings at the time of sale or other disposition, except in the case of long-term sale and leaseback transactions.
(d) Income Taxes
A consolidated federal income tax return is filed by the Company and its subsidiaries. Income taxes have not been provided on the undistributed net earnings of the investee companies since, among other things, the amount of taxes involved are not significant.
Income taxes are accounted for in accordance with the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Under the asset and liability method of Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.
(e) Self-Insurance
The Company maintains a self-insurance program for a portion of its health care costs. The Company is liable for claims up to $200,000 per covered individual annually, and aggregate claims up to $5,800,000 annually. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and the estimated liability for claims incurred but not reported.
The Company does not presently have any significant obligations for post employment benefits.
(f) Concentration of Credit Risk
The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company places its cash and temporary cash investments with high quality financial institutions and currently invests primarily in U.S. government obligations with maturities of less than three months.
A majority of the Company's business is conducted with major oil and gas exploration companies with operations in the Gulf of Mexico. The Company continually evaluates the financial strength of its customers but does not require collateral to support the customer receivables. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, current market conditions and other information.
(g) Reclassifications
Certain reclassifications have been made to the prior years financial statements in order to conform with the classifications adopted for reporting in 1994.
(2) Long-Term Debt
1994 1993 (Thousands of dollars) Secured term loan note due in quarterly installments of $2,000,000 commencing January 31, 1991, with interest (April 30, 1994 - 7.0% and April 30, 1993 - 6.0%) fluctuating with prime $ 29,040 $ 28,000
Secured note due October 31, 1995, under a revolving credit agreement totaling $15,000,000 with interest (April 30, 1994 - 7.0% and April 30, 1993 - 6.0%) fluctuating with prime 1,500 11,500
Secured 10 year promissory notes due in monthly installments of $107,746.73 commencing July 9, 1993 with a fixed interest rate of 7.0% 8,729 -
Secured promissory notes due at the earlier of in-service date of the helicopters or December 31, 1994 1,284 -
40,553 39,500 Less current portion 8,704 8,550
Long-term portion $ 31,849 $ 30,950
Subsequent to year end, the Company, upon placing the related helicopters in service, retired the promissory notes due December 31, 1994. The debt was satisfied through additional borrowings of $2 million under the Company's term loan facility. The $1.3 million is not reflected in the current portion of long-term debt.
Scheduled maturities of long-term debt are as follows:
(Thousands of dollars) 1995 $ 8,704 1996 10,255 1997 8,810 1998 7,192 1999 931 Thereafter 4,661
$ 40,553
At April 30, 1994, the following assets and their related book values are pledged as collateral on notes aggregating $39.3 million:
(Thousands of dollars)
Equipment, net of depreciation $ 54,640 Inventory 24,609 Accounts receivable, net 25,725
$104,974
The loan agreements require the Company to maintain certain levels of working capital and stockholders' equity and contain other provisions some of which restrict expenditures for the purchase of the Company's stock, for capital expenditures and for payment of dividends. Such agreements also limit the creation, incurrence or assumption of Funded Debt (as defined, which includes long-term debt), and the acquisition of investments. At April 30, 1994, the Company's working capital exceeded the amount required by approximately $8.7 million, and stockholders' equity exceeded the required level by approximately $3.6 million. Dividends are generally limited to 20% of net earnings.
In April 1994, the Company amended its agreements concerning the term loan note and revolving credit agreement with its principal lenders to, among other things, permit London Inter-bank Borrowings ("LIBOR") at LIBOR rates plus a floating spread. The spread for LIBOR and/or prime rate borrowings will float up or down based on the Company's performance as determined by a leverage ratio. There were no LIBOR borrowings at April 30, 1994.
At April 30, 1994, the Company was in compliance with the provisions of its loan agreements.
Interest paid was $2,136,000, $2,231,000 and $3,725,000 for the years ended April 30, 1994, 1993 and 1992, respectively.
(3) Income Taxes
Income tax expense (benefit) for the three years ended April 30, 1994, is composed of the following:
Income tax expense as a percentage of pre-tax earnings varies from the effective Federal statutory rate of 34% for the reasons explained below:
For income tax purposes, the Company had approximately $3,383,000 of investment tax credit carryforwards. These investment tax credit carryforwards will expire between 1995 and 2001. The Company also has approximately $725,000 of alternative minimum tax credit carryforwards available to reduce future Federal regular income taxes over an indefinite period.
The tax effects of temporary differences which give rise to significant portions of the deferred tax assets and deferred tax liabilities at April 30, 1994 and 1993 are presented below:
1994 1993 (Thousands of dollars)
Deferred tax assets: Tax credits $ 4,108 $ 4,386 Vacation accrual 1,594 1,539 Self-insurance reserve 224 386 Inventory valuation 727 624 Workman's compensation reserve 455 171 Other 696 31
Total deferred tax assets 7,804 7,137
Deferred tax liabilities: Tax depreciation in excess of book depreciation 16,868 15,372 Other 959 650
Total deferred tax liabilities 17,827 16,022
Net deferred tax liability $10,023 $ 8,885
No valuation allowance was recorded against the net deferred tax assets because management believes that the deferred tax assets will be realized in full.
Income taxes paid were approximately $470,000, $1,971,000 and $5,500,000 for the years ended April 30, 1994, 1993 and 1992, respectively.
(4) Employee Savings Plan
The Company established, effective July 1, 1989, an Employee Savings Plan under Section 401(k) of the Internal Revenue Code. The Plan provides that the Company match up to 3% of employee contributions. The Company's contribution was $1,604,000, $1,410,000 and $1,500,000 for the years ended April 30, 1994, 1993 and 1992, respectively.
(5) Stock Option Plans
Effective May 1, 1992, the Company's Board of Directors adopted the Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option and Stock Appreciation Rights Plan (the "Plan"). The Plan was approved at the Annual Meeting of Stockholders on September 30, 1992. The Company is authorized to grant non-qualified stock options and stock appreciation rights (Sar) to selected employees to purchase up to 100,000 shares of the Company's non-voting common stock at an exercise price of not less than 25% of their Fair Market Value at the date of grant. The options may be exercised any time after one year from the date of grant until their expiration at five years from such date.
During fiscal 1993 an officer of the Company was granted non- qualified options to purchase 15,000 shares of voting common stock at the fair market value of the stock at the date of grant. The options were not granted under the 1992 Plan. The options expire five years from the date of grant.
A summary of the Plans' activities for the years ended April 30, 1994 and 1993 is as follows:
(6) Supplemental Cash Flow Information and Financing Activities
During 1994, the Company acquired two aircraft for $1,284,000. The purchases were financed with the seller.
Additionally in 1994, the Company entered into an agreement to acquire up to 28% of a corporate joint venture. In 1994 the Company acquired a 13.6% interest of the corporate joint venture in exchange for a helicopter and equipment with net values totaling $439,000. The Company further has a note receivable for $290,000 from the joint venture which the Company has the option to convert into an additional 9.3% of the common stock of the corporate joint venture.
(7) Commitments and Contingencies
The Company leases certain aircraft used in its operations. The Company generally pays all insurance, taxes and maintenance expenses associated with these aircraft, and some of these leases contain renewal and purchase options.
Aggregate rental commitments to lease aircraft under operating leases are due in years subsequent to April 30, 1994, as follows:
(Thousands of dollars)
1995 $ 9,672 1996 8,311 1997 8,301 1998 8,301 1999 8,256 Thereafter 23,440 $ 66,281
Rental expense consisted of the following:
Years ended April 30 1994 1993 1992 (Thousands of dollars)
Aircraft $ 12,369 $ 13,433 $ 14,680 Other 1,637 1,576 1,683
$ 14,006 $ 15,009 $ 16,363
The Company has agreed to purchase two helicopters in 1995 for $5 million. The Company also plans to lease five helicopters with a lease value of $9 million. The lease term is 60 months with monthly payments of $67,000 or $0.8 million per year. At the end of the lease term, the Company may purchase the aircraft for 88% of the original lease, or $7.9 million, or return the aircraft and pay the lessor 13% of the original lease amount, or $1.2 million. The Company also has non-binding agreements to purchase 15 additional aircraft none of which are expected to be purchased in 1995.
The Company is subject to certain legal proceedings which have arisen in the ordinary course of its business and have not been finally adjudicated. In connection with this litigation, the Company has accrued estimated amounts which it believes adequately provide for the settlement of such litigation.
SELECTED QUARTERLY FINANCIAL DATA
UNAUDITED
The summarized quarterly results of operations for the years ended April 30, 1994 and 1993 (in thousands of dollars, except per share data) are as follows:
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
During the past two years there were no disagreements between the Company and its independent certified public accountants on accounting and financial disclosure matters. Information regarding changes in the Company's independent certified public accountants has been previously reported on Commission Form 8-Ks dated March 31, 1993 and December 18, 1992.
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Information concerning Directors required by this item will be included in the Company's definitive proxy statement in connection with its 1994 Annual Meeting of Shareholders and is incorporated herein by reference. Information concerning Executive Officers is included as Item 4.(a) "Executive Officers of the Registrant."
Item 11.
Item 11. Executive Compensation
Information required by this item will be included in the Company's definitive proxy statement in connection with its 1994 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item will be included in the Company's definitive proxy statement in connection with its 1994 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
Information required by this item will be included in the Company's definitive proxy statement in connection with its 1994 Annual Meeting of Shareholders and is incorporated herein by reference.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
Included in Part II of this report:
Independent Auditors' Reports
Consolidated Balance Sheets at April 30, 1994 and 1993
Consolidated Statements of Earnings for each of the three years in the period ended April 30, 1994
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended April 30, 1994
Consolidated Statements of Cash Flows for each of the three years in the period ended April 30, 1994
Notes to Consolidated Financial Statements
(a) 2. Financial Statement Schedules
Included in Part II of this report:
Selected Quarterly Financial Data - for the years ended April 30, 1994 and 1993
Included in Part IV of this report:
Independent Auditors' Reports on Financial Statement Schedules
For each of the three years in the period ended April 30, 1994
Schedule V -- Property and Equipment Schedule VI -- Accumulated Depreciation and Amortization of Property and Equipment Schedule X -- Supplementary Earnings Statement Information
Schedules other than those listed above are omitted because they are either not required or not applicable, or because the required information is shown in the Consolidated Financial Statements or Notes thereto.
Columns have been omitted from schedules in instances in which the information required therein is applicable.
(a) 3. Exhibits
3.1 Restated Certificate of Incorporation of PHI dated March 2, 1988, as amended by Certificate of Amendment dated September 10, 1987 and by Certificate of Amendment dated October 19, 1990 (incorporated by reference to Exhibit No. 3.1 to PHI's Report on Form 10-K dated April 30, 1993).
3.2 Bylaws of PHI as of July 12, 1993 (incorporated by reference to Exhibit No. 3.2 to PHI's Report on Form 10-K dated April 30, 1993).
10.1 Master Helicopter Lease Agreement dated May 29, 1991 between AT&T Systems Leasing Corporation and PHI (incorporated by reference to Exhibit No. 10.1 (2) to PHI's Report on Form 10-K dated April 30, 1992).
10.2 Master Helicopter Lease Agreement dated February 14, 1991 between General Electric Capital Corporation and PHI (incorporated by reference to Exhibit No. 10.1 (1) to PHI's Report on Form 10-K dated April 30, 1991).
10.3 Amended and Restated Loan Agreement originally dated as of January 31, 1986 Amended and Restated in its entirety as of July 9, 1993 among Petroleum Helicopters, Inc., Whitney National Bank, First National Bank of Commerce, NationsBank of Texas, N.A. and NationsBank of Texas, N.A., as agent (incorporated by reference to Exhibit No. 10.3 to PHI's Report on Form 10-K dated April 30, 1993).
10.4 Installment promissory note dated June 4, 1993 by PHI payable to debis Financial Services, Inc. in the original principal amount of $3,122,441.56, secured by Aircraft Security Agreement dated June 4, 1993 between PHI and debis Financial Services, Inc. (incorporated by reference to Exhibit No. 10.4 to PHI's Report on Form 10-K dated April 30, 1993).
10.5 Installment Promissory Note dated June 4, 1993 by PHI payable to debis Financial Services, Inc. in the original principal amount of $3,078,695.58, secured by Aircraft Security Agreement dated June 4, 1993 between PHI and debis Financial Services, Inc.
(incorporated by reference to Exhibit No. 10.5 to PHI's Report on Form 10-K dated April 30, 1993).
10.6 Installment Promissory Note dated June 4, 1993 by PHI payable to debis Financial Services, Inc. in the original principal amount of $3,078,695.58, secured by Aircraft Security Agreement dated June 4, 1993 between PHI and debis Financial Services, Inc. (incorporated by reference to Exhibit No. 10.6 to PHI's Report on Form 10-K dated April 30, 1993).
10.7 The Petroleum Helicopters, Inc. 401(k) Retirement Plan effective July 1, 1989 (incorporated by reference to Exhibit No. 10.4 to PHI's Report on Form 10-K dated April 30, 1990).
10.8 Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option and Stock Appreciation Rights Plan adopted by PHI's Board effective May 1, 1992 and approved by the stockholders of PHI on September 30, 1992 (incorporated by reference to Exhibit No. 10.8 to PHI's Report on Form 10-K dated April 30, 1993).
10.9 Form of Stock Option Agreement for the Grant of Non-Qualified Stock Options Under the Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option and Stock Appreciation Rights Plan dated June 2, 1993 between PHI and certain of its key employees (incorporated by reference to Exhibit No. 10.9 to PHI's Report on Form 10-K dated April 30, 1993).
10.10 Employment Agreement between PHI and John H. Untereker dated June 15, 1992 (incorporated by reference to Exhibit No. 10.10 to PHI's Report on Form 10-K dated April 30, 1993).
10.11 Stock Option Agreement between PHI and John H. Untereker dated April 12, 1993, but effective as of July 20, 1992 (incorporated by reference to Exhibit No. 10.11 to PHI's Report on Form 10-K dated April 30, 1993).
10.12 Asset Purchase Agreement by and among, among others, Rocky Mountain Helicopters, Inc., American Eurocopter Corporation and PHI.
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit No. 21 to PHI's Report on Form 10-K dated April 30, 1993).
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Deloitte and Touche
(b) Reports on Form 8-K
None
(d) Financial Statement Schedules
Financial statements or information regarding 50% or less owned entities accounted for by the equity method have been omitted because such entities, considered in the aggregate as a single subsid- iary, would not constitute a significant subsidiary.
Independent Auditors' Report
The Board of Directors and Stockholders Petroleum Helicopters, Inc.:
Under date of June 20, 1994, we reported on the consolidated balance sheets of Petroleum Helicopters, Inc. and subsidiaries as of April 30, 1994 and 1993, and the related consolidated statements of earnings, stockholders' equity, and cash flows for the years then ended, which are included elsewhere in this Form 10-K. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedules as listed in Item 14(a) 2. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audit.
In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK
New Orleans, Louisiana June 20, 1994
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
Board of Directors and Stockholders Petroleum Helicopters, Inc. Harahan, Louisiana
We have audited the consolidated statements of earnings, stockholders' equity and cash flows of Petroleum Helicopters, Inc. and wholly-owned subsidiaries for the year ended April 30, 1992 (none of which are presented herein), and have issued our report thereon dated July 17, 1992; such report is included elsewhere in this Form 10-K. Our audit also included the financial statement schedules listed in Item 14(a)2. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audit. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE New Orleans, Louisiana July 17, 1992
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
SCHEDULE V - PROPERTY AND EQUIPMENT
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT
PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY EARNINGS STATEMENT INFORMATION
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PETROLEUM HELICOPTERS, INC.
By: /s/ Carroll W. Suggs Carroll W. Suggs Chairman of the Board Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
EXHIBITS
3.1 Restated Certificate of Incorporation of PHI dated March 2, 1988, as amended by Certificate of Amendment dated September 10, 1987 and by Certificate of Amendment dated October 19, 1990 (incorporated by reference to Exhibit No. 3.1 to PHI's Report on Form 10-K dated April 30, 1993).
3.2 Bylaws of PHI as of July 12, 1993 (incorporated by reference to Exhibit No. 3.2 to PHI's Report on Form 10- K dated April 30, 1993).
10.1 Master Helicopter Lease Agreement dated May 29, 1991 between AT&T Systems Leasing Corporation and PHI (incorporated by reference to Exhibit No. 10.1 (2) to PHI's Report on Form 10-K dated April 30, 1992).
10.2 Master Helicopter Lease Agreement dated February 14, 1991 between General Electric Capital Corporation and PHI (incorporated by reference to Exhibit No. 10.1 (1) to PHI's Report on Form 10-K dated April 30, 1991).
10.3 Amended and Restated Loan Agreement originally dated as of January 31, 1986 Amended and Restated in its entirety as of July 9, 1993 among Petroleum Helicopters, Inc., Whitney National Bank, First National Bank of Commerce, NationsBank of Texas, N.A. and NationsBank of Texas, N.A., as agent (incorporated by reference to Exhibit No. 10.3 to PHI's Report on Form 10-K dated April 30, 1993).
10.4 Installment promissory note dated June 4, 1993 by PHI payable to debis Financial Services, Inc. in the original principal amount of $3,122,441.56, secured by Aircraft Security Agreement dated June 4, 1993 between PHI and debis Financial Services, Inc. (incorporated by reference to Exhibit No. 10.4 to PHI's Report on Form 10-K dated April 30, 1993).
10.5 Installment Promissory Note dated June 4, 1993 by PHI payable to debis Financial Services, Inc. in the original principal amount of $3,078,695.58, secured by Aircraft Security Agreement dated June 4, 1993 between PHI and debis Financial Services, Inc.
(incorporated by reference to Exhibit No. 10.5 to PHI's Report on Form 10-K dated April 30, 1993).
10.6 Installment Promissory Note dated June 4, 1993 by PHI payable to debis Financial Services, Inc. in the original principal amount of $3,078,695.58, secured by Aircraft Security Agreement dated June 4, 1993 between PHI and debis Financial Services, Inc. (incorporated by reference to Exhibit No. 10.6 to PHI's Report on Form 10-K dated April 30, 1993).
10.7 The Petroleum Helicopters, Inc. 401(k) Retirement Plan effective July 1, 1989 (incorporated by reference to Exhibit No. 10.4 to PHI's Report on Form 10-K dated April 30, 1990).
10.8 Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option and Stock Appreciation Rights Plan adopted by PHI's Board effective May 1, 1992 and approved by the stockholders of PHI on September 30, 1992 (incorporated by reference to Exhibit No. 10.8 to PHI's Report on Form 10-K dated April 30, 1993).
10.9 Form of Stock Option Agreement for the Grant of Non- Qualified Stock Options Under the Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option and Stock Appreciation Rights Plan dated June 2, 1993 between PHI and certain of its key employees (incorporated by reference to Exhibit No. 10.9 to PHI's Report on Form 10-K dated April 30, 1993).
10.10 Employment Agreement between PHI and John H. Untereker dated June 15, 1992 (incorporated by reference to Exhibit No. 10.10 to PHI's Report on Form 10-K dated April 30, 1993).
10.11 Stock Option Agreement between PHI and John H. Untereker dated April 12, 1993, but effective as of July 20, 1992 (incorporated by reference to Exhibit No. 10.11 to PHI's Report on Form 10-K dated April 30, 1993).
10.12 Asset Purchase Agreement by and among, among others, Rocky Mountain Helicopters, Inc., American Eurocopter Corporation and PHI.
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit No. 21 to PHI's Report on Form 10-K dated April 30, 1993).
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Deloitte and Touche