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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 1, 1997
GULFMARK OFFSHORE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0526032
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 POST OAK PARK, SUITE 1170 77027
Houston, Texas
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(713) 963-9522
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ITEM 5. OTHER EVENTS
On April 30, 1997, the stockholders of GulfMark International,
Inc., ("the Predecessor") approved a transaction to transfer the
assets, liabilities and operations of its offshore marine services
business (the "Marine Business") to GulfMark Offshore, Inc., ("New
GulfMark") a new wholly owned subsidiary of the Predecessor.
Immediately after the transfer of the Marine Business, the Predecessor
spun-off New GulfMark by distributing all the common stock of New
GulfMark to the Predecessor's stockholders ("the Distribution").
Following the Distribution, on May 1, 1997, a subsidiary of EVI, Inc.,
("EVI") was merged ("the Merger") into the Predecessor, which then
consisted solely of the Predecessor's remaining active business, the
erosion control business ("Ercon"), as well as the Predecessor's
investment in approximately 2.2 million shares of EVI common stock.
The Predecessor survived the Merger as a subsidiary of EVI.
Although the separation of the Marine Business from the remainder
of the operations of the Predecessor was structured as a "spin-off" of
New GulfMark for legal, tax and other reasons, New GulfMark succeeded
certain important aspects of the Predecessor business, organization
and affairs, namely: (i) the Marine Business conducted by New GulfMark
consisting of over half of the assets, revenues and operating income
of the businesses, operations and companies previously constituting
the Predecessor; (ii) each member of the Board of Directors of the
Predecessor became a Director of New GulfMark; (iii) New GulfMark's
management is substantially the same as the management of the
Predecessor; and (iv) New GulfMark retained as its headquarters the
former headquarters of the Predecessor. Consequently, the
consolidated financial statements present the net assets and results
of operations of Ercon and the EVI investment as discontinued
operations.
In connection with the Distribution, two shares of New GulfMark
common stock ($.01 par value) were issued for each share of the
Predecessor common stock ($1.00 par value). Also in connection with
the Merger, the Predecessor stockholders received shares of EVI common
stock. Subsequent to the Distribution and Merger, the common equity of
GulfMark Offshore, Inc. relates solely to the shares of New GulfMark
common stock issued in the Distribution and represents the historical
retained earnings of the Marine Business.
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For purposes of these condensed consolidated financial
statements, "GulfMark" or the "Company" refers to the Predecessor and
its subsidiaries prior to the Distribution and to GulfMark Offshore,
Inc. and its subsidiaries subsequent to the Distribution.
As the Merger occurred after the close of the first quarter but
before the filing deadline for Form 10-Q, no such report was filed by
the Predecessor. This current report on Form 8-K is being filed in
order to report the financial condition and results of operations as
of and for the three months ended March 31, 1997.
The unaudited condensed consolidated financial statements
included herein have been prepared by the Registrant and reflect all
adjustments, consisting of normal recurring adjustments, which the
Company considers necessary for the fair presentation of such
financial statements for the periods indicated, including the
restatement of the Company's equity and presentation of the net assets
and operations of the non-Marine Business of the Predecessor as
discontinued operations. Certain information relating to the
Company's organization and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted in this Form 8-K
pursuant to such rules and regulations. However, the Company believes
that the disclosures herein are adequate to make the information
presented not misleading. It is suggested that these financial
statements be read in conjunction with the financial statements and
notes thereto included in the Company's Registration Statement on
Amendment No. 1 to Form S-4 filed with the Securities and Exchange
Commission March 31, 1997.
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GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION> March 31, December 31,
1997 1996
--------- -------
<S> <C> <C>
ASSETS (In thousands)
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 10,233 $ 17,234
Accounts receivable..................................................... 10,870 8,939
Inventory, prepaids and other........................................... 761 675
Net assets of discontinued operations................................... 14,881 14,837
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Total current assets.................................................. 36,745 41,685
VESSELS AND EQUIPMENT, at cost, net of accumulated depreciation
of $20,049,000 in 1997 and $19,504,000 in 1996........................... 94,912 87,405
OTHER ASSETS.............................................................. 2,995 2,217
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$ 134,652 $ 131,307
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt............. $ 13,840 $ 9,341
Accounts payable........................................................ 2,338 1,931
Other accrued liabilities............................................... 3,154 1,628
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Total current liabilities............................................. 19,332 12,900
------- -------
LONG-TERM DEBT............................................................ 50,005 50,811
DEFERRED TAXES AND OTHER.................................................. 5,260 5,079
MINORITY INTEREST......................................................... 414 501
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 15,000,000 shares authorized;
6,679,904 and 6,679,904 shares issued and outstanding................. 67 67
Additional paid-in capital.............................................. 26,793 26,793
Retained earnings....................................................... 35,646 36,676
Cumulative translation adjustment....................................... (2,865) (1,520)
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Total stockholders' equity............................................ 59,641 62,016
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$ 134,652 $ 131,307
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
1997 1996
-------- --------
(In thousands, except
per share amounts)
<S> <C> <C>
REVENUES.......................................................... $ 9,679 $ 6,623
COSTS AND EXPENSES:
Direct operating expenses....................................... 4,302 3,641
General and administrative expenses............................. 1,281 966
Depreciation and amortization................................... 1,604 1,113
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7,187 5,720
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OPERATING INCOME ................................................. 2,492 903
OTHER INCOME (EXPENSES):
Interest expense................................................ (1,226) (798)
Interest income................................................. 94 55
Minority interest............................................... 63 57
Other........................................................... 19 3
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(1,050) (683)
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Income from continuing operations before taxes................... 1,442 220
INCOME TAX PROVISION.............................................. 398 9
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INCOME FROM CONTINUING OPERATIONS................................. 1,044 211
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES.......... (648) (164)
LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS, NET OF TAXES......... (1,426) --
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NET INCOME (LOSS)................................................. $ (1,030) $ 47
======= =======
EARNINGS PER SHARE:
Income from continuing operations................................. $ 0.16 $ 0.03
Income (loss) from discontinued operations, net of taxes......... (0.10) (0.02)
Loss on disposal of segment, net of taxes........................ (0.21) --
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$ (0.15) 0.01
======= =======
WEIGHTED AVERAGE SHARES........................................... 6,680 6,672
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1997 1996
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(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................................... $ (1,030) $ 47
Loss from discontinued operations, net.................................... 648 164
Loss on disposal of discontinued operations, net.......................... 1,426 --
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Income from continuing operations......................................... 1,044 211
Adjustments to reconcile income from continuing operations to
net cash provided by continuing operations:
Depreciation and amortization............................................ 1,604 1,113
Deferred and other income tax provision.................................. 316 (10)
Minority interest........................................................ (87) (57)
Change in operating assets and liabilities:
Accounts receivable.................................................. (2,147) (406)
Inventory, prepaids and other........................................ (94) 189
Accounts payable..................................................... 467 (32)
Other accrued liabilities............................................ 196 285
Other, net............................................................... (66) 83
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Cash provided by continuing operations............................... 1,233 1,376
Cash flow from discontinued operations............................... (692) (721)
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Net cash provided by operating activities............................ 541 655
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of vessels and equipment........................................ (11,516) (12,182)
Expenditures for drydocking and main engine overhaul...................... (1,328) (68)
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Net cash used by investing activities................................ (12,844) (12,250)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt, net of direct financing costs........................ 7,087 12,387
Repayments of debt....................................................... (1,345) (450)
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Net cash provided by financing activities............................ 5,742 11,937
Effect of exchange rate changes on cash.................................. (440) (15)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................... (7,001) 327
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD....................... 17,234 5,136
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CASH AND CASH EQUIVALENTS AT END OF THE PERIOD............................. $ 10,233 $ 5,463
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SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid.............................................................. $ 1,212 $ 655
======= =======
Income taxes paid.......................................................... $ 13 $ 21
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
New Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
SFAS No. 128, which is effective after December 15, 1997. The
statement simplifies the computation of earnings per share and
requires restatement for all prior period earnings per share data
presented. Earnings per share calculated in accordance with SFAS 128
would be unchanged for the periods presented.
(2) VESSEL ACQUISITIONS
The Company contracted with a shipyard in Norway for the
construction of two UT 755 design vessels for deployment in the North
Sea. The first vessel, named the Highland Piper, was delivered on
March 15, 1996. The second vessel named the Highland Drummer was
delivered on January 3, 1997. Included in capital expenditures for
the three months ended March 31, 1997, is $12,850,000 related to the
final construction payment on the Highland Drummer. Funding for this
payment was provided through additional borrowings of approximately
$7,254,000 under an existing British Pound Sterling bank facility.
(3) DISCONTINUED OPERATIONS
The following selected financial information for discontinued
operations includes the assets of Ercon and the investment in 2.2
million shares of EVI, Inc. and is presented for informational
purposes only and does not necessarily reflect what the results of
operations and financial position would have been had it operated as a
stand-alone entity.
Summary Operating Data for Discontinued Operations
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1997 1996
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(In Thousands)
<S> <C> <C>
Total revenue............................ $ 818 $ 538
Loss before income taxes................. $ (878) $ (192)
</TABLE>
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Net Assets of Discontinued Operations
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ------------
(In Thousands)
<S> <C> <C>
Net current assets (liabilities).......... $ 152 $ (253)
Net noncurrent assets..................... 14,729 15,090
-------- ---------
Total net assets.......................... $ 14,881 $ 14,837
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</TABLE>
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.
GulfMark Offshore, Inc.
(Registrant)
By: /s/ Frank R. Pierce
-----------------------------
Frank R. Pierce
Executive Vice President
(Principal Financial Officer)
By: /s/ Kevin Mitchell
------------------------------
Kevin Mitchell
Controller
(Principal Accounting Officer)
Date: May 30, 1997
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