EX-99 2 jd3-3ex_99.txt 99.1 EXHIBIT 99.1 [SEACOR logo} PRESS RELEASE SEACOR HOLDINGS ANNOUNCES FOURTH QUARTER RESULTS HOUSTON, TEXAS March 1, 2005 FOR IMMEDIATE RELEASE -- SEACOR Holdings Inc. (NYSE:CKH) announced net earnings for the fourth quarter ended December 31, 2004 of $19.3 million, or $1.06 per diluted share, on operating revenues of $182.0 million. For the twelve months ended December 31, 2004, net earnings were $19.9 million, or $1.09 per diluted share, on operating revenues of $491.9 million. For the fourth quarter ended December 31, 2003, net losses were $1.7 million, or $0.09 per diluted share, on operating revenues of $101.0 million. For the twelve months ended December 31, 2003, net earnings were $12.0 million, or $0.63 per diluted share, on operating revenues of $406.2 million. For the immediately preceding quarter ended September 30, 2004, the Company reported net earnings of $3.4 million, or $0.18 per diluted share, on operating revenues of $116.5 million. Financial results for the fourth quarter ended December 31, 2004 as compared to the immediately preceding quarter ended September 30, 2004 were impacted by the factors highlighted below. o INCREASED OPERATING REVENUES. Operating revenues for the quarter were $182.0 million, an increase of $65.5 million from the previous quarter. Environmental Services responded to a major U. S. oil spill. Inland River Services' freight rates improved; hauled tonnage increased during the U.S. grain harvest; and new barges entered service. Offshore Marine Services' rates per day worked and utilization increased in its key markets, particularly the U.S. Gulf of Mexico. o INCREASED OPERATING INCOME. Operating income for the quarter was $23.4 million, an increase of $15.4 million from the previous quarter. Higher operating revenues and increased gains from asset sales improved results between comparable periods. Income improvements were partly offset by higher vessel operating expenses and administrative and general costs. o INCREASED INTEREST INCOME. Interest income for the quarter was $3.2 million, an increase of $1.0 million from the previous quarter. Invested cash balances and interest rates increased between quarters. o INCREASED INTEREST EXPENSE. Interest expense for the quarter was $6.2 million, an increase of $0.6 million from the previous quarter. o INCREASED DERIVATIVE INCOME, NET. Derivative transactions, primarily consisting of foreign currency contracts, resulted in income of $1.8 million for the quarter, an improvement of $1.9 million over the previous quarter. o INCREASED FOREIGN CURRENCY TRANSACTION GAINS, NET. Foreign currency transaction gains for the quarter were $1.9 million, an increase of $2.1 million from the previous quarter. Gains resulted from the effect of currency exchange rate changes with respect to loans between SEACOR and certain of its foreign subsidiaries and other transactions denominated in currencies other than the functional currency of various subsidiaries. o INCREASED MARKETABLE SECURITIES SALE GAINS, NET. Marketable securities sale transactions resulted in net gains of $1.7 million, an increase of $2.4 million from the previous quarter. On December 31, 2004, the Company completed its acquisition of Era Aviation, Inc. for $118.1 million in cash, subject to working capital adjustments. As a result of this transaction, it acquired 81 helicopters and 16 fixed wing aircraft. The Company now has begun a process to sell the fixed wing business. One new and 6 used offshore marine vessels, 43 new dry cargo hopper barges, 10 new chemical tank barges and 3 new and 1 used helicopter were acquired by the Company in the fourth quarter for aggregate consideration of $63.9 million. Remaining obligations for capital commitments at December 31, 2004 for 3 new offshore marine vessels, 25 new dry cargo covered hopper barges, 16 new chemical tank barges, 32 new helicopters and other equipment aggregated $270.6 million. The Company has the right to terminate its commitments at any time with regard to undelivered helicopters without liability to seller other than payment of liquidated damages. At December 31, 2004, the Company's cash, marketable securities and construction reserve funds totaled $495.4 million, an increase of $55.3 million from the prior quarter. At December 31, 2004, the Company's long-term debt totaled $582.4 million, an increase of $200.1 million from the prior quarter. During the quarter, the Company sold $250.0 million of its 2-7/8% Convertible Notes and repaid $50.0 million of indebtedness borrowed under its bank revolving credit facility. SEACOR and its subsidiaries are engaged in the operation of a diversified fleet of offshore support vessels that service oil and gas exploration and development activities in the U.S. Gulf of Mexico, the North Sea, West Africa, Asia, Latin America and other international regions. Other business activities primarily include Environmental Services, Inland River Services, and Aviation Services. This release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management's expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: the cyclical nature of the oil and gas industry, adequacy of insurance coverage, currency exchange fluctuations, changes in foreign political, military and economic conditions, the ongoing need to replace aging vessels, dependence of offshore marine operations on several customers, dependence of spill response revenue on the number and size of spills and upon continuing government regulation in this area and our ability to comply with such regulation and other governmental regulation, industry fleet capacity, changes in foreign and domestic oil and gas exploration and production activity, competition, vessel-related risks, effects of adverse weather conditions and seasonality on aviation services, helicopter related risks, effects of adverse weather and river conditions and seasonality on inland river operations, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, changes in the Company's environmental services segment OSRO classification, liability in connection with providing spill response services, restrictions imposed by the Shipping Act of 1916 and the Merchant Marine Act of 1920 on the amount of foreign ownership of the Company's common stock, the effect of international economic and political factors in inland river operations and various other matters, many of which are beyond the Company's control and other factors. The words "estimate," "project," "intend," "believe," "plan" and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. The forward-looking statements in this release should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned under "Forward-Looking Statements" in Item 7 of our Form 10-K and SEACOR's periodic reporting on Form 10-Q and Form 8-K (if any), which we incorporate by reference. For additional information, contact Randall Blank, Executive Vice President and Chief Financial Officer, at (281) 899-4800 or (212) 307-6633 or visit SEACOR's website at www.seacorholdings.com. 2 SEACOR HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE DATA, UNAUDITED)
Three Months Ended Twelve Months Ended December 31, December 31, ---------------------------- ---------------------------- 2004 2003 2004 2003 ------------- ------------- ------------ ------------- Operating Revenues $ 181,997 $ 100,956 $ 491,860 $ 406,209 ------------- ------------- ------------ ------------- Costs and Expenses: Operating expenses 126,240 78,504 354,163 287,290 Administrative and general 17,592 16,538 61,425 57,684 Depreciation and amortization 15,365 13,751 57,834 55,506 ------------- ------------- ------------ ------------- 159,197 108,793 473,422 400,480 ------------- ------------- ------------ ------------- Gains on Asset Sales(1) 598 9,612 10,234 17,522 ------------- ------------- ------------ ------------- Operating Income 23,398 1,775 28,672 23,251 ------------- ------------- ------------ ------------- Other Income (Expense): Interest income 3,200 1,565 8,422 7,531 Interest expense (6,154) (4,785) (22,485) (19,313) Debt extinguishment - - - (2,091) Derivative income (loss), net 1,787 (1,541) 1,166 2,389 Foreign currency transaction gains, net 1,944 3,625 1,537 3,739 Marketable securities sale gains, net 1,689 743 6,435 6,595 Other, net 108 106 539 (652) ------------- ------------- ------------ ------------- 2,574 (287) (4,386) (1,802) ------------- ------------- ------------ ------------- Income Before Income Tax Expense, Minority Interest and Equity in Earnings of 50% or Less Owned Companies 25,972 1,488 24,286 21,449 Income Tax Expense 8,395 3,067 8,573 10,396 ------------- ------------- ------------ ------------- Income (Loss) Before Minority Interest and Equity in Earnings of 50% or Less Owned Companies 17,577 (1,579) 15,713 11,053 Minority Interest in Net Income of Subsidiaries (289) (66) (483) (517) Equity in Earnings of 50% or Less Owned Companies 2,028 (85) 4,659 1,418 ------------- ------------- ------------ ------------- Net Income (Loss) $ 19,316 $ (1,730) $ 19,889 $ 11,954 ============= ============= ============ ============= Earnings (Loss) Per Common Share: Basic $ 1.06 $ (0.09) $ 1.09 $ 0.63 Diluted(2) 1.03 (0.09) 1.08 0.63 Weighted Average Common Shares Outstanding: Basic 18,202,983 18,509,438 18,305,937 19,012,899 Diluted(2) 18,973,106 18,509,438 18,609,373 19,279,568
--------------------------- (1) Previously reported gains on asset sales have been reclassified from "Other Income (Expense)" to conform to the three and twelve months ended December 31, 2004 financial statement presentation. (2) Outstanding stock options and restricted stock have been excluded from the computation of diluted loss per common share and diluted weighted average common shares for the three month period ended December 31, 2003 as the effect was anti-dilutive. 3 SEACOR HOLDINGS INC. AND SUBSIDIARIES SUPPLEMENTAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
Three Months Ended ------------------------------------------------------------- Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, 2004 2004 2004 2004 2003 ----------- ---------- ---------- ----------- ---------- STATEMENTS OF OPERATIONS: Operating Revenues $ 181,997 $ 116,486 $ 97,403 $ 95,974 $ 100,956 ----------- ---------- ---------- ----------- ---------- Cost and Expenses: Operating expenses 126,240 79,134 73,759 75,030 78,504 Administrative and general 17,592 14,900 13,857 15,076 16,538 Depreciation and amortization 15,365 14,352 14,156 13,961 13,751 ----------- ---------- ---------- ----------- ---------- 159,197 108,386 101,772 104,067 108,793 ----------- ---------- ---------- ----------- ---------- Gains (Losses) on Asset Sales(1) 598 (119) 6,117 3,638 9,612 ----------- ---------- ---------- ----------- ---------- Operating Income (Loss) 23,398 7,981 1,748 (4,455) 1,775 ----------- ---------- ---------- ----------- ---------- Other Income (Expense): Interest income 3,200 2,180 1,663 1,379 1,565 Interest expense (6,154) (5,565) (5,388) (5,378) (4,785) Derivative income (loss), net 1,787 (140) (560) 79 (1,541) Foreign currency transaction gains (losses), net 1,944 (184) (689) 466 3,625 Marketable securities sale gains (losses), net 1,689 (756) 2,753 2,749 743 Other, net 108 79 233 119 106 ----------- ---------- ---------- ----------- ---------- 2,574 (4,386) (1,988) (586) (287) ----------- ---------- ---------- ----------- ---------- Income (Loss) Before Taxes, Minority Interest and Equity in Earnings of 50% or Less Owned Companies 25,972 3,595 (240) (5,041) 1,488 Income Tax Expense (Benefit) 8,395 1,511 169 (1,502) 3,067 ----------- ---------- ---------- ----------- ---------- Income (Loss) Before Minority Interest and Equity in Earnings of 50% or Less Owned Companies 17,577 2,084 (409) (3,539) (1,579) Minority Interest in Net (Income) Loss of Subsidiaries (289) (108) (91) 5 (66) Equity in Earnings of 50% or Less Owned Companies 2,028 1,388 673 570 (85) ----------- ---------- ---------- ----------- ---------- Net Income (Loss) $ 19,316 $ 3,364 $ 173 $ (2,964) $ (1,730) =========== ========== ========== =========== ========== EARNINGS (LOSS) PER COMMON SHARE: Basic $ 1.06 $ 0.18 $ 0.01 $ (0.16) $ (0.09) Diluted(2) 1.03 0.18 0.01 (0.16) (0.09) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 18,203 18,211 18,347 18,468 18,509 Diluted(2) 18,973 18,357 18,476 18,468 18,509 COMMON SHARES OUTSTANDING AT PERIOD END 18,307 18,292 18,313 18,533 18,581
--------------------------- (1) During the second quarter of 2004, the Company reclassified its reporting of "Gains on Asset Sales" to Operating Income (Loss) from "Other Income and Expense." This reclassification has been reflected in all periods presented above. (2) Outstanding stock options and restricted stock have been excluded from the computation of diluted loss per common share and diluted weighted average common shares for each of the three month periods ended March 31, 2004 and December 31, 2003 as the effect was anti-dilutive. 4 SEACOR HOLDINGS INC. AND SUBSIDIARIES SUPPLEMENTAL DATA (UNAUDITED)
Three Months Ended --------------------------------------------------------------------- Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, 2004 2004 2004 2004 2003 ------------ ------------ ------------ ------------ ------------ BALANCE SHEET DATA, AT PERIOD END (IN THOUSANDS): Cash, Securities and Construction Reserve Funds $ 495,387 $ 440,091 $ 441,805 $ 441,502 $ 438,131 Total Assets 1,766,009 1,456,536 1,394,902 1,401,426 1,402,611 Total Long-term Debt 582,367 382,319 342,271 332,225 332,179 Stockholders' Equity 793,757 766,763 757,886 766,529 770,446 OPERATING REVENUES BY SEGMENT (IN THOUSANDS): Offshore Marine Services $ 80,841 $ 72,825 $ 67,039 $ 66,016 $ 74,262 Environmental Services 62,824 21,144 14,654 16,392 11,732 Inland River Services 31,878 16,076 10,038 8,576 10,728 Aviation Services 7,188 7,485 6,680 5,827 5,249 Intersegment Eliminations and Other (734) (1,044) (1,008) (837) (1,015) ------------ ------------ ------------ ------------ ------------ $ 181,997 $ 116,486 $ 97,403 $ 95,974 $ 100,956 ============ ============ ============ ============ ============ OPERATING INCOME (LOSS) BY SEGMENT (IN THOUSANDS): Offshore Marine Services $ 9,870 $ 6,360 $ 4,677 $ (1,525) $ 3,976 Environmental Services 7,473 2,742 816 954 894 Inland River Services 11,795 3,153 932 1,016 2,523 Aviation Services (668) (475) (1,308) (1,893) (1,731) Corporate Expenses and Other (5,072) (3,799) (3,369) (3,007) (3,887) ------------ ------------ ------------ ------------ ------------ $ 23,398 $ 7,981 $ 1,748 $ (4,455) $ 1,775 ============ ============ ============ ============ ============ OFFSHORE MARINE VESSELS - AVAILABLE DAYS(1): Anchor Handling Towing Supply - Domestic 276 276 273 304 460 Foreign 736 759 741 724 890 Supply - Domestic 644 644 731 790 831 Foreign 738 828 910 910 1,061 Towing - Domestic 276 275 182 273 184 Foreign 748 736 837 1,026 1,095 Crew 6,446 6,024 5,921 6,188 6,321 Geophysical, Freight and Other 92 50 - 91 92 Mini-supply 2,576 2,619 2,708 2,730 2,760 Standby Safety 1,932 1,932 1,911 1,911 1,871 Utility - - - - 2,581 ------------ ------------ ------------ ------------ ------------ 14,464 14,143 14,214 14,947 18,146 ============ ============ ============ ============ ============
-------------------- (1) Excludes vessels that are bareboat chartered-out, vessels owned by corporations that participate in pooling arrangements with the Company, minority owned joint venture vessels and managed vessels. 5 SEACOR HOLDINGS INC. AND SUBSIDIARIES SUPPLEMENTAL DATA (UNAUDITED)
Three Months Ended --------------------------------------------------------------------- Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, 2004 2004 2004 2004 2003 ------------ ------------ ------------ ------------ ------------ OFFSHORE MARINE VESSELS - RATES PER DAY WORKED(1) (2): Anchor Handling Towing Supply - Domestic $ 18,815 $ 22,009 $ 19,115 $ 15,888 $ 22,111 Foreign 9,964 9,534 9,539 8,524 9,212 Supply - Domestic 7,769 6,720 5,994 6,300 6,079 Foreign 16,124 10,095 9,729 9,067 8,860 Towing - Domestic 8,209 6,118 6,040 6,055 6,091 Foreign 7,096 6,769 6,775 6,586 6,577 Crew 3,745 3,458 3,314 3,297 3,323 Geophysical, Freight and Other 14,000 14,000 - - - Mini-supply 3,051 2,937 2,932 2,976 2,992 Standby Safety 8,127 7,839 7,719 7,694 6,933 Utility - - - - 1,752 OFFSHORE MARINE VESSELS - UTILIZATION(2): Anchor Handling Towing Supply - Domestic 98.0% 85.2% 68.3% 68.2% 56.2% Foreign 82.3% 90.4% 63.9% 61.5% 72.8% Supply - Domestic 73.8% 68.9% 76.1% 71.7% 50.5% Foreign 75.2% 86.9% 72.8% 73.4% 86.1% Towing - Domestic 97.9% 64.3% 91.8% 56.7% 100.0% Foreign 78.8% 61.7% 61.8% 67.4% 75.0% Crew 91.6% 93.5% 89.0% 82.8% 78.5% Geophysical, Freight and Other 64.9% 50.0% - - - Mini-supply 88.7% 90.9% 86.7% 81.7% 86.3% Standby Safety 91.9% 89.7% 85.9% 87.0% 90.3% Utility - - - - 52.4% Overall Utilization 88.4% 88.2% 83.2% 78.6% 75.1% Utilization Lost to Market Conditions 7.5% 7.9% 12.9% 17.1% 21.4% Utilization Lost to Operating Conditions 4.1% 3.9% 3.9% 4.3% 3.5% HELICOPTER FLIGHT HOURS 6,453 7,431 6,714 5,750 5,422
------------------- (1) Revenues for certain vessels, primarily North Sea standby safety, are earned in foreign currencies, principally British Pounds Sterling. These revenues have been converted to U.S. dollars at the weighted average exchange rate for the periods indicated. (2) Excludes vessels that are bareboat chartered-out, vessels owned by corporations that participate in pooling arrangements with the Company, minority owned joint venture vessels and managed vessels. 6 SEACOR HOLDINGS INC. AND SUBSIDIARIES SUPPLEMENTARY DATA (UNAUDITED)
December 31, 2004 --------------------------------------------------- Joint Pooled/ Sep. 30, Jun. 30, Mar. 31, Dec. 31, Owned Leased-in Ventured Managed Total 2004 2004 2004 2003 -------- ----------- ---------- ---------- -------- ----------- --------- --------- ---------- OFFSHORE MARINE FLEET COUNT: OPERATED DOMESTIC - Anchor Handling Towing Supply 2 1 1 - 4 4 4 4 6 Crew 38 19 1 - 58 54 49 53 53 Geophysical, Freight and Other - - - - - - - - 1 Mini-supply 22 4 - - 26 26 26 27 27 Supply 3 2 2 1 8 8 8 10 9 Towing 2 2 - - 4 3 2 2 2 -------- ----------- ---------- ---------- -------- ----------- --------- --------- ---------- 67 28 4 1 100 95 89 96 98 -------- ----------- ---------- ---------- -------- ----------- --------- --------- ---------- OPERATED FOREIGN - Anchor Handling Towing Supply 12 - 2 - 14 13 14 15 20 Crew 20 - 4 - 24 23 26 33 34 Geophysical, Freight and Other 1 - 1 - 2 2 1 2 3 Mini-supply 3 - 1 - 4 4 5 5 5 Standby Safety 19 - 3 5 27 27 27 27 27 Supply 7 1 4 - 12 13 14 15 17 Towing 9 - 20 - 29 30 31 35 31 -------- ----------- ---------- ---------- -------- ----------- --------- --------- ---------- 71 1 35 5 112 112 118 132 137 -------- ----------- ---------- ---------- -------- ----------- --------- --------- ---------- WORLDWIDE OPERATIONS - Anchor Handling Towing Supply 14 1 3 - 18 17 18 19 26 Crew 58 19 5 - 82 77 75 86 87 Geophysical, Freight and Other 1 - 1 - 2 2 1 2 4 Mini-supply 25 4 1 - 30 30 31 32 32 Standby Safety 19 - 3 5 27 27 27 27 27 Supply 10 3 6 1 20 21 22 25 26 Towing 11 2 20 - 33 33 33 37 33 -------- ----------- ---------- ---------- -------- ----------- --------- --------- ---------- 138 29 39 6 212 207 207 228 235 ======== =========== ========== ========== ======== =========== ========= ========= ========== INLAND BARGES, DOMESTIC Dry Cargo Hopper 674 182 6 210 1,072 1,029 911 792 784 Chemical Tank 20 - - - 20 14 1 - - -------- ----------- ---------- ---------- -------- ----------- --------- --------- ---------- 694 182 6 210 1,092 1,043 912 792 784 ======== =========== ========== ========== ======== =========== ========= ========= ========== HELICOPTERS, DOMESTIC(1) 28 19 - 1 48 44 43 43 41 ======== =========== ========== ========== ======== =========== ========= ========= ==========
(1) Excludes 81 Era Aviation, Inc. helicopters acquired on December 31, 2004, of which two were leased to the Company and are included above. 7