-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kfy5fnUTOX1B+gzFFVJeXTW8oIcGa9e4JBixJkXE1eqXcX36+8vzFIUAsFtbn0ql c2Sucl2o26hJQQXQg3pYXg== 0000899243-95-000786.txt : 19951119 0000899243-95-000786.hdr.sgml : 19951119 ACCESSION NUMBER: 0000899243-95-000786 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFSHORE LOGISTICS INC CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05232 FILM NUMBER: 95591698 BUSINESS ADDRESS: STREET 1: 224 RUE DE JEAN STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: 224 RUE DE JEAN 70508 STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1995 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 0-5232 Offshore Logistics, Inc. (Exact name of registrant as specified in its charter) Delaware 72-0679819 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 224 Rue de Jean P. O. Box 5C, Lafayette, LA 70505 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (318)233-1221 (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number shares outstanding of each of the issuer's classes of Common Stock, as of September 30, 1995. 19,482,260 shares of Common Stock, $.01 par value OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (thousands of dollars, except per share amounts)
Three Months Ended September 30, -------------------------- 1995 1994 ----------- ------------ GROSS REVENUE Operating revenue $ 38,991 $ 26,222 Gain (loss) on disposal of equipment (224) 3 ----------- ----------- 38,767 26,225 OPERATING EXPENSES Direct cost 29,872 16,505 Depreciation and amortization 2,153 2,029 General and administration 3,100 1,748 ----------- ----------- 35,125 20,282 ----------- ----------- OPERATING INCOME 3,642 5,943 Earnings from unconsolidated entities 625 625 Interest income 1,001 699 Interest expense 208 177 ----------- ----------- INCOME BEFORE PROVISION FOR INCOME TAXES 5,060 7,090 Provision for income taxes 1,472 2,072 (Income) loss of minority interest 71 -- ----------- ----------- NET INCOME $ 3,659 $ 5,018 =========== =========== Earnings per common share and common equivalent share $ 0.19 $ 0.28 =========== =========== Common shares and common equivalent shares outstanding 19,766,027 18,209,481 =========== ===========
2 OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (thousands of dollars)
September 30, June 30, 1995 1995 ------------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 51,608 $ 47,973 Investment in marketable securities 19,972 19,978 Accounts receivable 29,725 29,756 Inventories 27,477 26,710 Prepaid expenses 1,207 524 -------- -------- Total current assets 129,989 124,941 Investments in unconsolidated entities 8,823 8,829 Property and equipment--at cost: Land and buildings 2,977 2,868 Aircraft and equipment 125,133 125,393 -------- -------- 128,110 128,261 Less: accumulated depreciation and amortization (59,560) (58,558) -------- -------- 68,550 69,703 Other assets, primarily goodwill 25,689 25,878 -------- -------- $233,051 $229,351 ======== ======== LIABILITIES AND STOCKHOLDERS' INVESTMENT CURRENT LIABILITIES: Accounts payable $ 5,568 $ 4,647 Accrued liabilities 11,013 11,633 Current maturities of long-term debt 2,000 2,000 -------- -------- Total current liabilities 18,581 18,280 Long-term debt--less current maturities 5,750 5,600 Deferred credits 1,875 2,500 Deferred taxes 18,132 18,030 Minority interest 1,019 1,090 STOCKHOLDERS' INVESTMENT: Common Stock, $.01 par value, authorized 35,000,000 shares; outstanding 19,482,260 and 19,442,114 at September 30 and June 30, respectively (exclusive of 517,550 treasury shares) 195 194 Paid in capital 95,562 95,379 Retained earnings 91,937 88,278 -------- -------- 187,694 183,851 -------- -------- $233,051 $229,351 ======== ========
3 OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (thousands of dollars)
Three Months Ended September 30, -------------------------- 1995 1994 ----------- ------------ Cash flows from operating activities: Net income $ 3,659 $ 5,018 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,153 2,029 Increase in deferred taxes 102 169 (Gain) loss on asset dispositions 224 (3) Minority interest in earnings (71) -- Decrease in accounts receivable 31 271 (Increase) Decrease in inventories (361) 487 Increase in prepaid expenses and other (828) (310) Increase in accounts payable 921 222 Increase (Decrease) in accrued liabilities (620) 684 Decrease in deferred credits (625) (625) -------- -------- Net cash provided by operating activities 4,585 7,942 -------- -------- Cash flows from investing activities: Capital expenditures (1,349) (175) Proceeds from asset dispositions 65 6 Acquisitions, net of cash received -- (497) -------- -------- Net cash used in investing activities (1,284) (666) -------- -------- Cash flows from financing activities: Repayment of debt -- (11) Proceeds from borrowings 150 -- Issuance of common stock 184 1,692 -------- -------- Net cash provided by financing activities 334 1,681 Net increase in cash 3,635 8,957 Cash and cash equivalents at beginning of year 47,973 27,225 -------- -------- Cash and cash equivalents at end of quarter $ 51,608 $ 36,182 ======== ======== Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 138 $ 170 Income taxes 1,047 26
4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, any adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 1995, are not necessarily indicative of the results that may be expected for the year ending June 30, 1996. For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended June 30, 1995. NOTE B - PRODUCTION MANAGEMENT SERVICES The Company expanded its operations in July 1992 to include production management services. During fiscal 1993 and until October 29, 1993, the Company owned 50% of Seahawk Services, Ltd. ("Seahawk"), a company which provided platform and production management services, offshore medical support services, and temporary personnel to the oil and gas industry. On October 29, 1993, the Company further expanded its interest in production management services when the Company exchanged its 50% investment in Seahawk for a 27.5% interest in Grasso Corporation whose wholly-owned subsidiary, Grasso Production Management, Inc. ("GPM"), also was engaged in the production management services business. On September 16, 1994, GPM became a wholly-owned subsidiary of the Company in a merger in which the Company acquired the remaining 72.5% interest in Grasso Corporation by issuing .49 of a share of the Company's Common Stock for each share of Grasso Corporation Common Stock owned. In addition, holders of Grasso Corporation Class B Warrants received similar warrants for shares of the Company's Common Stock. The merger was treated as a purchase for accounting purposes which resulted in goodwill of approximately $22.3 million after stepping up the assets and liabilities of Grasso Corporation. The goodwill is being amortized over a 20 year period. The following summarized income statement data reflects the impact the GPM merger would have had on the Company's results of operations had the transaction taken place on July 1, 1994:
Proforma Results for the Three Months Ended September 30, 1994 -------------------------------------- Gross revenue $34,860 ======= Net income $ 4,546 ======= Earnings per common share and common equivalent share $ .23 =======
5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A summary of operating results for the applicable periods is as follows:
Three Months Ended September 30, ------------------ 1995 1994 ------- ------ Gross revenue $38,767 $26,225 Operating expenses 35,125 20,282 ------- ------- Operating income 3,642 5,943 Earnings from unconsolidated entities 625 625 Interest income 1,001 699 Interest expense 208 177 ------- ------- Income before provision for income taxes 5,060 7,090 Provision form income taxes 1,472 2,072 (Income) loss of minority interest 71 -- ------- ------- Net income $ 3,659 $ 5,018 ======= =======
6 RESULTS OF OPERATIONS CONSOLIDATED Consolidated operating revenues for the three months ended September 30, 1995 were $39.0 million compared to $26.2 million for the prior year. Consolidated operating expenses for the three months ended September 30, 1995 and 1994 were $35.1 million and $20.3 million, respectively. These increases are primarily attributable to the acquisition of GPM and CPS during the fiscal year ended June 30, 1995. HELICOPTER SERVICES Flight hours and operating revenues for helicopter services during the three months ended September 30, 1995 were 27,600, and $21.7 million, respectively, a 12% decrease compared to the same period in the prior year. Operating expenses for helicopter services were $17.1 million during the three months ended September 30, 1995, a 4% decrease from the prior year. Gross margin for total helicopter services was 21% for the three months ended September 30, 1995. The decrease in gross margin from the prior year of 28% is primarily related to Gulf of Mexico operations discussed below. Gulf of Mexico flight activity was down 3,300 hours and operating revenues were down $1.8 million compared to the same period in the prior year. Reduced activity levels during the first quarter 1996 by several large customers was the primary factor in reduced flight hours. Operating expenses for the Gulf of Mexico were $15.5 during the three months ended September 30, 1995, relatively unchanged from the prior year. Alaska flight activity, revenues, and expenses are down approximately 30% compared to the prior year as a result of decreased activity from Alaska's major customer. Operating income from Alaska operations were relatively unchanged. International flight hours were approximately 3,700 and operating revenues were $3.3 million. The overall change in International activity was not significant compared to the prior year. Several new International contracts started late during the September quarter and early in the December quarter which should have a positive impact on future International operations. PRODUCTION MANAGEMENT SERVICES Operating revenues and operating expenses from GPM were approximately $8.7 million and $8.4 million, respectively, for the three months ended September 30, 1995. Prior year operating revenues and operating expenses from GPM, for the period from acquisition (September 16, 1994) to September 30, 1994, were $1.9 million and $1.9 million, respectively. Gross margin for GPM was 3% for the three months ended September 30, 1995, which reflects improvement over prior year breakeven operations. CATHODIC PROTECTION SERVICES In October 1994, the Company acquired 75% of CPS, as such there were no operations for the first quarter in the prior year. The proforma effect of this acquisition as though it had been acquired at the beginning of fiscal year ended 1995 was not material to the operating results of the Company. 7 Operating revenues and operating expenses from CPS were approximately $9.8 million and $9.9 million, respectively for the three months ended September 30, 1995. CPS generated a $0.1 million operating loss during the quarter. The operating loss related primarily to CPS's international operations. Domestic operations were profitable during the three months ended September 30, 1995. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents (including marketable securities) were $71.6 million as of September 30, 1995, a $3.6 million increase from fiscal year end 1995. Total debt was $7.8 million as of September 30, 1995. As of September 30, 1995, the Company had $10 million of credit available under an unsecured working capital line of credit from a bank. Management believes that normal operations will provide sufficient working capital and cash flow to meet debt service for the foreseeable future. The effective income tax rates from continuing operations were 29% for the three months ended September 30, 1995 and 1994, and is based on the Company's projected effective tax rate for the fiscal year then ended. The Company has received notices from the United States Environmental Protection Agency that it is one of approximately 160 potentially responsible parties ("PRP") at one Superfund site in Texas, one of over 300 PRPs at two sites in Louisiana, and a PRP at a site in Rhode Island. The Company believes, based on presently available information, that its potential liability for clean-up and other response costs in connection with these sites is not likely to have a material adverse effect on the Company's business or financial condition. 8 PART II Item 6. Exhibits and Reports on Form 8-K (a) Listed below are the documents filed as exhibits to this report. Exhibit 11 Computation of Earnings Per Share Exhibit 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter ended September 30, 1995. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OFFSHORE LOGISTICS, INC. BY: /s/ James B. Clement --------------------------- JAMES B. CLEMENT President Chief Executive Officer DATE: November 14, 1995 BY: /s/ George M. Small --------------------------- GEORGE M. SMALL Vice President Chief Financial Officer DATE: November 14, 1995 10 EX-11 2 COMPUTATION OF EARNINGS PER SHARE EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE
Three Months Ended September 30, -------------------------- 1995 1994 ----------- ------------ PRIMARY: Weighted average shares outstanding 19,450,726 17,832,348 Net effect of dilutive stock warrants based on the Treasury Stock method using average market price 29,024 82,971 Net effect of dilutive stock options based on the Treasury Stock method using average market price 286,277 294,162 ----------- ----------- 19,766,027 18,209,481 =========== =========== FULLY DILUTED: Weighted average shares outstanding 19,450,726 17,832,348 Net effect of dilutive stock warrants based on the Treasury Stock method using end of period market price 31,024 84,614 Net effect of dilutive stock options based on the Treasury Stock method using end of period market price 298,476 299,741 ----------- ----------- 19,780,226 18,216,703 ============ =========== (thousands of dollars except per share data) Net income $ 3,659 $ 5,018 ============ =========== Per share amount--Primary $ 0.19 $ 0.28 ============ =========== Per share amount--Fully diluted $ 0.19 $ 0.28 ============ ===========
11 EX-27 3 FINANCIAL DATA SCHEDULE
5 3-MOS JUN-30-1996 JUL-01-1995 SEP-30-1995 51,608 19,972 29,725 0 27,477 129,989 128,110 59,560 233,051 18,581 5,750 195 0 0 187,499 233,051 38,991 38,767 29,872 35,125 0 0 208 5,060 1,472 3,659 0 0 0 3,659 .19 .19
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