-----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, D3GvcFr3KLrExLLQ792S9Wim4aHui836IIYJmKGoqkJ3UP02xz1Dvzrc5+rUTeFR r/xmgbq9Si259NDHHAH1rw== 0000909518-05-000862.txt : 20051222 0000909518-05-000862.hdr.sgml : 20051222 20051109173524 ACCESSION NUMBER: 0000909518-05-000862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEABULK INTERNATIONAL INC CENTRAL INDEX KEY: 0000922341 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 650524593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28732 FILM NUMBER: 051191284 BUSINESS ADDRESS: STREET 1: 2200 ELLER DR BLDG 27 STREET 2: PO BOX 13038 CITY: FORT LAUDERDALE STATE: FL ZIP: 33316 BUSINESS PHONE: 954-524-4200 MAIL ADDRESS: STREET 1: 2200 ELLER DR BLDG 27 CITY: FT LAUDERDALE STATE: FL ZIP: 33316 FORMER COMPANY: FORMER CONFORMED NAME: HVIDE MARINE INC DATE OF NAME CHANGE: 19940427 8-K 1 seabulk11-9_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) NOVEMBER 9, 2005 ------------------------------- SEABULK INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 000-28732 65-0966399 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2200 ELLER DRIVE, P.O. BOX 13038, FT. LAUDERDALE, FLORIDA 33316 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (954) 523-2200 ----------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 9, 2005, SEACOR Holdings Inc. ("SEACOR"), the corporate parent of Seabulk International, Inc. (the "Company"), issued a press release announcing its financial results for the third quarter of 2005 that includes certain financial results of the Company. On July 1, 2005, the Company became a wholly-owned subsidiary of SEACOR. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release of SEACOR Holdings Inc., dated November 9, 2005, reporting financial results for the third quarter of 2005. 2 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 hereunto duly authorized. SEABULK INTERNATIONAL, INC. By: /s/ Richard Ryan -------------------------------- Name: Richard Ryan Title: Chief Financial Officer Date: November 9, 2005 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of SEACOR Holdings Inc., dated November 9, 2005, reporting financial results for the third quarter of 2005. 4 EX-99 2 mv11-9ex99_1.txt Exhibit 99.1 PRESS RELEASE SEACOR HOLDINGS ANNOUNCES THIRD QUARTER RESULTS Fort Lauderdale, Florida November 9, 2005 FOR IMMEDIATE RELEASE -- SEACOR Holdings Inc. (NYSE:CKH) announced net earnings for the third quarter ended September 30, 2005 of $20.5 million, or $0.76 per diluted share, on operating revenues of $294.9 million. For the nine months ended September 30, 2005, net earnings were $64.2 million, or $2.81 per diluted share, on operating revenues of $637.9 million. For the third quarter ended September 30, 2004, net earnings were $3.4 million, or $0.18 per diluted share, on operating revenues of $116.5 million. For the nine months ended September 30, 2004, net earnings were $0.6 million, or $0.03 per diluted share, on operating revenues of $309.9 million. For the previous quarter ended June 30, 2005, the Company reported net earnings of $25.1 million, or $1.20 per diluted share, on operating revenues of $177.8 million. IMPACT OF THE SEABULK ACQUISITION - The third quarter included, for the first time, the result of Seabulk International, Inc. ("Seabulk"), a company acquired by SEACOR on July 1, 2005. Seabulk's operating revenues for the quarter totaled $97.9 million compared to $96.7 million in the previous quarter (prior to its acquisition by SEACOR). Seabulk's business segments produced operating results consistent with Seabulk's second quarter. The Seabulk acquisition was accounted for as a purchase under current accounting guidelines, which required that the Seabulk assets and liabilities were subject to fair valuation on the date of acquisition. The preliminary fair value of Seabulk's vessels resulted in an increase in their book value of $385.7 million, which coupled with SEACOR's policy regarding asset useful lives, resulted in additional depreciation expense of $16.4 million over Seabulk's previous quarter. During the third quarter, Seabulk's result was impacted by a derivative loss of $4.1 million, related to an interest rate swap. Consistent with SEACOR's accounting treatment of other derivative instruments, changes in fair value are reflected in the statement of operations. Prior to its acquisition, Seabulk had designated this swap as a hedge. Seabulk's result for the quarter, including the additional depreciation expense and the derivative impact, was a net loss of $6.9 million or $0.24 per diluted share. PRE-EXISTING SEACOR BUSINESS SEGMENTS - Excluding Seabulk's result, net income from pre-existing SEACOR business segments was $27.4 million on operating revenues of $197.0 million, compared to $25.1 million on operating revenues of $177.8 million in the previous quarter. The improvement in results was primarily attributed to revenue increases and improved operating margins. Revenue increases were mainly due to higher demand for all classes of equipment in Offshore Marine Services and Helicopter Services. Business activity in the third quarter was generally brisk due to increased drilling in the Gulf of Mexico and damage assessment and re-construction of offshore installations following Hurricanes Katrina and Rita. Environmental Services also experienced increased demand due to remediation work required to address the aftermath of Hurricanes Katrina and Rita. Inland River Services' activity levels were slightly reduced due to closing the port of New Orleans and logistics disruptions associated with hurricanes and low water in the river system. Improvements in freight rates compensated for reduction in loadings and cargo. Offshore Marine Services recorded a $4.4 million charge relating to a funding deficit in a UK multi-company pension fund in which the company is deemed to be a participating employer. Offshore Marine Services was also affected by hurricane damage to certain Gulf Coast facilities of its logistics business resulting in a write-off of certain tangible assets and a goodwill impairment charge totaling $1.6 million. In all other respects, costs and expenses generally increased in response to the higher levels of business activity. Excluding Seabulk's result, operating income for the quarter was $32.3 million, an increase of $7.7 million over the previous quarter. Operating income improved in Offshore Marine Services, Helicopter Services and Inland River Services in response to the improvements in revenues. Environmental Services achieved improved operating income despite an overall reduction in spill activity. Excluding Seabulk's result, foreign currency transaction gains for the current quarter were $2.4 million, compared to gains of $4.4 million in the previous quarter. Marketable securities transactions resulted in net gains of $10.4 million, compared to gains of $8.5 million in the previous quarter. SEACOR recognized an impairment charge of $2.7 million, net of tax, with respect to one of its equity investments. CAPITAL COMMITMENTS - As of November 9, 2005, capital commitments in respect of all classes of assets aggregated $563.8 million. QUARTERLY REPORT FILING - SEACOR was unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 on today's due date without unreasonable effort and expense due to damage caused by Hurricane Wilma. SEACOR's principal accounting functions are based in Ft. Lauderdale, Florida. From October 24, 2005 through November 1, 2005, due to damage caused by Hurricane Wilma, its Ft. Lauderdale office was effectively closed, with no water, limited generator power, limited fuel and limited access by office personnel, delaying SEACOR's ability to compile the required information and complete the preparation of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2005. SEACOR expects to file its Form 10-Q on Monday, November 14, 2005 within the five day extension period allowed by Securities and Exchange Commission Rule 12b-25. SEACOR is a global provider of marine support and transportation service, primarily to the energy and chemical industries. SEACOR and its subsidiaries provide customers with a full suite of marine-related services including offshore services, U.S. coastwise shipping, inland river services, helicopter services, environmental services, and offshore and harbor towing services. SEACOR is uniquely focused on providing highly responsive local service, combined with the highest safety standards, innovative technology, modern efficient equipment, and dedicated, professional employees. For additional information, contact Timothy McKeand, Vice President, at (954) 524-4200 ext. 820 or visit SEACOR's website at www.seacorholdings.com. 2 SEACOR HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------- ------------- ------------- Operating Revenues $ 294,869 $ 116,486 $ 637,885 $ 309,863 ------------ ------------- ------------- ------------- Costs and Expenses: Operating expenses 180,136 79,134 412,916 227,923 Administrative and general 31,115 14,900 68,939 43,833 Depreciation and amortization 46,535 14,352 83,309 42,469 ------------ ------------- ------------- ------------- 257,786 108,386 565,164 314,225 ------------ ------------- ------------- ------------- Gains (Losses) on Asset Sales and Impairments (618) (119) 14,710 9,636 ------------ ------------- ------------- ------------- Operating Income 36,465 7,981 87,431 5,274 ------------ ------------- ------------- ------------- Other Income (Expense): Interest income 4,754 2,180 12,917 5,222 Interest expense (16,541) (5,565) (31,682) (16,331) Derivative loss, net (4,425) (140) (6,193) (621) Foreign currency transaction gains (losses), net 2,436 (184) 6,288 (407) Marketable securities sale gains (losses), net 10,388 (756) 25,124 4,746 Other, net 891 79 1,531 431 ------------ ------------- ------------- ------------- (2,497) (4,386) 7,985 (6,960) ------------ ------------- ------------- ------------- Income (Loss) Before Income Tax Expense, Minority Interest in (Income) Loss of Subsidiaries and Equity in Earnings of 50% or Less Owned Companies 33,968 3,595 95,416 (1,686) Income Tax Expense 13,894 1,511 36,082 178 ------------ ------------- ------------- ------------- Income (Loss) Before Minority Interest in (Income) Loss of Subsidiaries and Equity in Earnings of 50% or Less Owned Companies 20,074 2,084 59,334 (1,864) Minority Interest in (Income) Loss of Subsidiaries 223 (108) 103 (194) Equity in Earnings of 50% or Less Owned Companies 200 1,388 4,411 2,631 ------------ ------------- ------------- ------------- Income From Continuing Operations 20,497 3,364 63,848 573 Income from Discontinued Operations, net of tax - - 364 - ------------ ------------- ------------- ------------- Net Income $ 20,497 $ 3,364 $ 64,212 $ 573 ============ ============= ============= ============= BASIC EARNINGS PER COMMON SHARE: Income from Continuing Operations $ 0.83 $ 0.18 $ 3.12 $ 0.03 Income from Discontinued Operations - - 0.01 - ------------ ------------- ------------- ------------- Net Income $ 0.83 $ 0.18 $ 3.13 $ 0.03 ============ ============= ============= ============= DILUTED EARNINGS PER COMMON SHARE: Income from Continuing Operations $ 0.76 $ 0.18 $ 2.79 $ 0.03 Income from Discontinued Operations - - 0.02 - ------------ ------------- ------------- ------------- Net Income $ 0.76 $ 0.18 $ 2.81 $ 0.03 ============ ============= ============= ============= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 24,789 18,211 20,486 18,341 Diluted 28,562 18,357 24,151 18,496
3 SEACOR HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
Three Months Ended ----------------------------------------------------------------- Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, 2005 2005 2005 2004 2004 ----------- ----------- ----------- ----------- ----------- Operating Revenues $ 294,869 $ 177,831 $ 165,185 $ 181,997 $ 116,486 ----------- ----------- ----------- ----------- ----------- Cost and Expenses: Operating expenses 180,136 117,179 115,601 126,240 79,134 Administrative and general 31,115 19,329 18,495 17,592 14,900 Depreciation and amortization 46,535 18,492 18,282 15,365 14,352 ----------- ----------- ----------- ----------- ----------- 257,786 155,000 152,378 159,197 108,386 ----------- ----------- ----------- ----------- ----------- Gains (Losses) on Asset Sales and Impairments (618) 1,812 13,516 598 (119) ----------- ----------- ----------- ----------- ----------- Operating Income 36,465 24,643 26,323 23,398 7,981 ----------- ----------- ----------- ----------- ----------- Other Income (Expense): Interest income 4,754 4,484 3,679 3,200 2,180 Interest expense (16,541) (7,550) (7,591) (6,154) (5,565) Derivative income (loss), net (4,425) (178) (1,590) 1,787 (140) Foreign currency transaction gains (losses), net 2,436 4,401 (549) 1,944 (184) Marketable securities sale gains (losses), net 10,388 8,502 6,234 1,689 (756) Other, net 891 440 200 108 79 ----------- ----------- ----------- ----------- ----------- (2,497) 10,099 383 2,574 (4,386) ----------- ----------- ----------- ----------- ----------- Income Before Income Tax Expense, Minority Interest in (Income) Loss of Subsidiaries and Equity in Earnings of 50% or less Owned Companies 33,968 34,742 26,706 25,972 3,595 Income Tax Expense 13,894 12,448 9,740 8,395 1,511 ----------- ----------- ----------- ----------- ----------- Income Before Minority Interest in (Income) Loss of Subsidiaries and Equity in Earnings of 50% or Less Owned Companies 20,074 22,294 16,966 17,577 2,084 Minority Interest in (Income) Loss of Subsidiaries 223 (154) 34 (289) (108) Equity in Earnings of 50% or Less Owned Companies 200 2,594 1,617 2,028 1,388 ----------- ----------- ----------- ----------- ----------- Income from Continuing Operations 20,497 24,734 18,617 19,316 3,364 Income (Loss) from Discontinued Operations, net of tax - 390 (26) - - ----------- ----------- ----------- ----------- ----------- Net Income $ 20,497 $ 25,124 $ 18,591 $ 19,316 $ 3,364 =========== =========== =========== =========== =========== BASIC EARNINGS PER COMMON SHARE: Income from Continuing Operations $ 0.83 $ 1.35 $ 1.02 $ 1.06 $ 0.18 Income (Loss) from Discontinued Operations - 0.02 - - - ----------- ----------- ----------- ----------- ----------- Net Income $ 0.83 $ 1.37 $ 1.02 $ 1.06 $ 0.18 =========== =========== =========== =========== =========== DILUTED EARNINGS PER COMMON SHARE: Income from Continuing Operations $ 0.76 $ 1.18 $ 0.90 $ 1.03 $ 0.18 Income (Loss) from Discontinued Operations - 0.02 - - - ----------- ----------- ----------- ----------- ----------- Net Income $ 0.76 $ 1.20 $ 0.90 $ 1.03 $ 0.18 =========== =========== =========== =========== =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic 24,789 18,349 18,249 18,203 18,211 Diluted 28,562 21,924 21,908 18,973 18,357 COMMON SHARES OUTSTANDING AT PERIOD END 25,009 18,466 18,442 18,307 18,292
4 SEACOR HOLDINGS INC. SUPPLEMENTAL FINANCIAL DATA (IN THOUSANDS, UNAUDITED)
Three Months Ended --------------------------------------------------------------------- Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30, 2005 2005 2005 2004 2004 ------------ ------------ ------------- ------------ ------------ SELECTED BALANCE SHEET DATA, AT PERIOD END: Cash, Securities and Construction Reserve Funds $ 650,805 $ 533,417 $ 615,153 $ 495,387 $ 440,091 Total Assets 2,959,169 1,798,967 1,778,953 1,766,009 1,456,536 Total Long-term Debt & Capital Lease Obligations 1,126,431 597,467 582,416 582,367 382,319 Stockholders' Equity 1,280,028 831,254 811,932 793,757 766,763 OPERATING REVENUES BY SEGMENT: Offshore Marine Services $ 146,842 $ 84,043 $ 80,350 $ 80,841 $ 72,825 Marine Transportation Services 35,723 - - - - Environmental Services 27,466 35,635 35,893 62,824 21,144 Inland River Services 29,702 27,333 25,530 31,878 16,076 Helicopter Services 40,024 27,692 21,599 7,188 7,485 Other and Intersegment Eliminations 15,112 3,128 1,813 (734) (1,044) ------------ ------------ ------------- ------------ ------------ $ 294,869 $ 177,831 $ 165,185 $ 181,997 $ 116,486 ============ ============ ============= ============ ============ OPERATING INCOME (LOSS) BY SEGMENT: Offshore Marine Services $ 26,881 $ 15,887 $ 22,252 $ 9,870 $ 6,360 Marine Transportation Services (1,337) - - - - Environmental Services 4,600 3,375 4,564 7,473 2,742 Inland River Services 8,704 7,092 7,664 11,795 3,153 Helicopter Services 5,516 1,738 (4,395) (668) (475) Corporate Expenses and Other (7,899) (3,449) (3,762) (5,072) (3,799) ------------ ------------ ------------- ------------ ------------ $ 36,465 $ 24,643 $ 26,323 $ 23,398 $ 7,981 ============ ============ ============= ============ ============
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