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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE EXCHANGE ACT OF 1934
Commission file number 333-38157
FIRST WAVE MARINE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0461352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2102 BROADWAY (Zip Code)
HOUSTON, TEXAS 77012
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 847-4600
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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ ] Yes [ ] No
Number of shares of common stock outstanding as of August 11, 2000:
11,756,955.
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FIRST WAVE MARINE, INC.
INDEX TO FORM 10-Q
FOR THE THREE MONTH PERIOD ENDED
JUNE 30, 2000
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 2000 and
December 31, 1999 1
Consolidated Statements of Operations for the Three Month
and Six Month Periods Ended June 30, 2000 and 1999 2
Consolidated Statements of Cash Flows for the Six Month
Periods Ended June 30, 2000 and 1999 3
Notes to Unaudited Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST WAVE MARINE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,322 $ 8,379
Accounts receivable, less allowance of $226 in 2000
and $160 in 1999 13,763 12,691
Inventories 1,008 1,042
Costs and estimated earnings in excess of billings on
uncompleted contracts 5,135 5,096
Prepaids and other 844 1,112
Income tax receivable 886 1,841
Deferred income taxes 904 755
--------- ---------
Total current assets 23,862 30,916
Property and equipment, net 71,052 72,675
Financing costs, net 3,517 3,765
Goodwill and other intangibles, net 14,441 14,702
Shareholder lines of credit 841 783
Deposits and other 334 274
--------- ---------
$ 114,047 $ 123,115
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,075 $ 4,834
Accrued liabilities 5,862 8,073
Billings in excess of costs and estimated earnings on
uncompleted contracts -- 235
Accrued interest payable 4,629 4,611
Current portion of long-term debt and capital lease obligation 842 894
Notes payable 174 182
--------- ---------
Total current liabilities 13,852 18,829
Long-term obligations 6,808 7,205
Subordinated debt 6,328 6,328
Senior notes 90,000 90,000
Deferred income taxes 2,059 2,234
Other liabilities 2,065 1,510
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.01 par value, 2,000 shares
authorized, no shares issued -- --
Common stock, $.01 par value, 21,000 shares
authorized, 11,757 shares issued and outstanding
at June 30, 2000 and December 31, 1999 118 118
Additional paid-in capital 3,490 3,490
Retained earnings (deficit) (10,403) (6,599)
--------- ---------
Total stockholders' equity (6,795) (2,991)
--------- ---------
$ 114,047 $ 123,115
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
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FIRST WAVE MARINE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Month Periods Ended June 30,
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Repair and upgrades $15,019 $12,848 $36,242 $34,030
New construction 1,162 4,177 6,838 7,596
Environmental services 922 1,038 1,942 2,338
------- ------- ------- -------
17,103 18,063 45,022 43,964
Cost of revenues 14,332 17,522 39,103 39,242
------- ------- ------- -------
Gross profit 2,771 541 5,919 4,722
General and administrative expenses 2,551 3,506 5,014 6,094
------- ------- ------- -------
Income from operations 220 (2,965) 905 (1,372)
Interest expense - net 2,826 2,510 5,583 5,038
------- ------- ------- -------
Income before income taxes (2,606) (5,475) (4,678) (6,410)
Income tax expense (benefit) (585) (1,962) (874) (2,261)
------- ------- ------- -------
Net income (loss) $(2,021) $(3,513) $(3,804) $(4,149)
======= ======= ======= =======
Basic and diluted earnings per share:
Net income (loss) $ (0.17) $ (0.30) $ (0.32) $ (0.35)
======= ======= ======= =======
Weighted-averaged shares:
Basic and diluted 11,757 11,757 11,757 11,757
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
2
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FIRST WAVE MARINE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Month Periods Ended June 30,
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (3,804) $ (4,149)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 3,186 3,169
Accretion of discounts on investments held-to-maturity --- (33)
Provision for doubtful accounts 66 132
Loss (gain) on sale of property and equipment 5 ---
Write-off of property and equipment 115 439
Deferred income tax provision (324) (397)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable (1,138) 2,704
Inventories 34 (77)
Costs and estimated earnings in excess of billings on uncompleted contracts (39) (1,482)
Other assets 268 (374)
Income tax receivable 955 (1,509)
Deposits and other (118) (67)
Accounts payable (2,759) 609
Accrued liabilities (2,211) 388
Billings in excess of costs and estimated earnings on uncompleted contracts (235) 433
Accrued interest payable 18 333
Other liabilities 555 126
-------- --------
Net cash provided by (used in) operating activities (5,426) 245
-------- --------
Cash flows from investing activities:
Acquisition of property and equipment (1,274) (3,813)
Proceeds from maturity of investments held-to-maturity --- 6,274
Proceeds from sales of investments available-for-sale --- 2,077
Proceeds from sales of property and equipment 100 35
-------- --------
Net cash provided by (used in) investing activities (1,174) 4,573
-------- --------
Cash flows from financing activities:
Payments on long-term debt and notes payable (457) (49)
-------- --------
Net cash (used in) provided by financing activities (457) (49)
-------- --------
Net increase (decrease) in cash and cash equivalents (7,057) 4,769
Cash and cash equivalents at beginning of period 8,379 1,654
-------- --------
Cash and cash equivalents at end of period $ 1,322 $ 6,423
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
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FIRST WAVE MARINE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
Note 1 In the opinion of management the accompanying unaudited consolidated
financial statements reflect all adjustments necessary to present
fairly the financial position of First Wave Marine, Inc. ("First Wave"
or the "Company") as of June 30, 2000, the results of operations for
the three and six month periods ended June 30, 2000 and 1999, and cash
flows for the six month periods ended June 30, 2000 and 1999. All such
adjustments are of a normal recurring nature. These interim financial
statements should be read in conjunction with the audited financial
statements and related notes included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999.
Note 2 The consolidated financial statements include the accounts of First
Wave and its wholly-owned subsidiaries. All material intercompany
transactions are eliminated in consolidation.
Note 3 The results of operations for the three and six month periods ended
June 30, 2000 are not necessarily indicative of the results to be
expected for the entire year.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report on Form 10-Q contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical facts
included in this Form 10-Q, including statements in this
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as statements as may be made by
management, orally or in writing related thereto, are
forward-looking statements. Forward-looking statements generally
are accompanied by words such as "anticipate", "believe",
"estimate", "expect" or similar statements. Such forward-looking
statements are subject to certain risks, uncertainties and
assumptions, including (i) risks of reduced levels of demand for
the Company's services resulting from reduced levels of capital
expenditures of the Company's customers in the offshore drilling
rig, offshore support vessel, offshore barge, ship and inland
marine industries, (ii) risks related to the expansion of
operations, (iii) operating risks relating to conversion and repair
of drilling rigs, offshore support vessels, offshore barges, ships
and inland marine vessels, (iv) contract bidding risks, (v) risks
related to dependence on significant customers, (vi) risks related
to the highly leveraged posture of the Company, and (vii) risks
related to regulatory and environmental matters. Additionally, the
Company's Report on Form 10-K for the year ended December 31, 1999
should be consulted for an expanded discussion of risk factors.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those anticipated, estimated or projected.
Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct.
The following discussion of the Company's financial condition,
results of operations, liquidity and capital resources should be
read in conjunction with the Company's Consolidated Financial
Statements and the Notes to the Consolidated Financial Statements
included elsewhere in this report.
GENERAL
The Company's business is primarily derived from providing repair
and upgrade services to inland and offshore marine vessels,
including barges, boats, drilling rigs and ships. To a lesser
extent the Company engages in new construction of such inland and
offshore marine vessels.
First Wave currently operates three shipyards in the Houston, Texas
area (Brady Island, Greens Bayou and Pasadena) and three in the
Galveston, Texas area (East Pelican Island, West Pelican Island and
Galveston Island). The Company also provides related environmental
services, including cleaning, degassing and wastewater treatment.
The Company currently employs approximately 950 employees at its
six shipyards.
RESULTS OF OPERATIONS
Comparison of the three months ended June 30, 2000 to the three
months ended June 30, 1999.
Revenues decreased 5% to $17.1 million in the 2000 period, compared
with $18.1 million in the 1999 period, primarily as a result of an
approximate $3.0 million decrease in new construction activity due
to the completion of a barge construction contract at our Galveston
Island facility. The decrease in new construction activity was
partially offset by an approximate $2.2 million increase in repair
and upgrade revenue. The increase in repair and upgrade revenues
can be largely attributed to the upturn in exploration and
production activity in the Gulf of Mexico resulting from increased
oil prices in 1999.
Cost of revenues as a percentage of total revenues was 84% in the
2000 period compared to 97% in the 1999 period.
Gross Profit increased 412% to $2.8 million in the 2000 period from
$541,000 in the 1999 period. The gross profit margin increased to
16% in the 2000 period from 3% in the 1999 period, due in part to
the decrease in lower margin new construction work and an increase
in higher margin repair and upgrade work.
5
<PAGE> 8
General and administrative expenses decreased 27% to $2.6 million
in the 2000 period from $3.5 million in the 1999 period. General
and administrative expenses as a percentage of revenues for the
2000 period represented 15% of total revenues, as compared to 19%
for the 1999 period. The decrease in general and administrative
expenses was due to a decrease in unusual expenditures. During the
2000 period, the Company recognized an asset impairment loss of
$115,000 related to the disposal of a dry-dock at the Pasadena
facility. In the comparable period in 1999, the Company recorded
approximately $813,000 of unusual items related to an unsuccessful
acquisition attempt, an impairment loss on a specialized piece of
equipment, an asset write-down on the cancellation of the purchase
of a piece of equipment, and legal fees related to the
environmental investigation at the Brady Island facility which was
resolved in the first quarter of 2000. During the 2000 period,
corporate expenses decreased approximately $300,000 from the
comparable 1999 period as travel expenses related to acquisition
attempts decreased, expenses related to the development of the
marketing program decreased, and certain job functions were
consolidated.
During late 1999, the company undertook a study of its cost
classification system. The study included an account by account
analysis as well as a review of industry practices. Based on the
results of the study, reclassifications have been made between
general and administrative expenses and cost of revenues for all
1999 periods presented.
Net interest expense increased to $2.8 million in the 2000 period
from $2.5 million in the 1999 period primarily due to increased
interest expense related to borrowings on the Company's revolving
credit and term loan facility entered into in October 1999.
During the 2000 period, the Company recognized an income tax
benefit of approximately 22%, as compared to an income tax benefit
during the 1999 period of approximately 36%. The benefit recognized
in the current period reflects a projected effective tax rate to be
applicable for the full fiscal year of 2000.
Comparison of the six months ended June 30, 2000 to the six months
ended June 30, 1999.
Revenues increased 2% to $45.0 million in the 2000 period, compared
with $44.0 million in the 1999 period. Though total revenues
increased marginally, revenues derived from new construction and
environmental services decreased a combined $1.2 million due
primarily to the completion of a barge construction contract at the
Company's Galveston Island facility in the first quarter of 2000.
The approximate $2.2 million increase in repair and upgrade
revenues can be largely attributed to the upturn in exploration and
production activity in the Gulf of Mexico resulting from increased
oil prices in 1999.
Cost of revenues as a percentage of total revenues was 87% in the
2000 period compared to 89% in the 1999 period. The cost of revenue
percentage decreased primarily due to the change in the mix of
work.
Gross profit increased 25% to $5.9 million in the 2000 period from
$4.7 million in the 1999 period. The gross profit margin increased
to 13% in the 2000 period from 11% in the 1999 period, due in part
to the decrease in lower margin new construction revenue.
General and administrative expenses decreased 18% to $5.0 million
in the 2000 period from $6.1 million in the 1999 period. General
and administrative expenses as a percentage of revenues for the
2000 period represented 11% of total revenues, as compared to 14%
for the 1999 period. The decrease in general and administrative
expenses was due to a decrease in unusual expenditures. In the 2000
period, the Company recognized an asset impairment loss of $115,000
related to the disposal of a dry-dock at the Pasadena facility and
expensed $98,000 in legal fees related to the settlement of the
environmental investigation at the Brady Island facility which was
reached late in the first quarter of 2000. During the comparable
period in 1999, the Company recognized unusual expenses of
approximately $992,000 related to an unsuccessful acquisition
attempt, an impairment loss on a specialized piece of equipment, an
asset write-down on the cancellation of the purchase of a piece of
equipment, and legal fees related to the environmental
investigation at the Brady Island facility. During the 2000 period,
corporate expenses decreased approximately $300,000 from the
comparable 1999 period as travel expenses related to acquisition
6
<PAGE> 9
attempts decreased, expenses related to the development of the
marketing program decreased, and certain job functions were
consolidated.
During late 1999, the company undertook a study of its cost
classification system. The study included an account by account
analysis as well as a review of industry practices. Based on the
results of the study, reclassifications have been made between
general and administrative expenses and cost of revenues for all
1999 periods presented.
Net interest expense rose to $5.6 million in the 2000 period from
$5.0 million in the 1999 period primarily due to a decrease in
interest income from investments held to maturity, and an increase
in interest expense related to borrowings on the Company's
revolving credit and term loan facility entered into in October
1999.
During the 2000 period, the Company recognized on income tax
benefit of approximately 19%, as compared to an income tax benefit
of approximately 35% during the 1999 period. The benefit recognized
in the current period reflects an assumed tax rate for the full
fiscal year of 2000.
INFLATION AND CHANGING PRICES
The Company does not believe that general price inflation has had a
significant impact on the Company's results of operations during
the periods presented. To the extent that the effects of inflation
are not offset by improvements in manufacturing and purchasing
efficiency and labor productivity, the Company generally has been
able to take such effects into account in pricing its contracts
with customers. There can be no assurance, however, that inflation
will not have a material effect on the Company's business in the
future.
LIQUIDITY AND CAPITAL RESOURCES
The Company's ongoing liquidity requirements arise primarily from
its need to service debt, fund working capital, and make capital
improvements to its facilities.
Under its indenture entered into in 1998 in connection with the $90
million Senior Notes offering, the Company is permitted to borrow
up to the greater of $20 million or 85% of its accounts receivable,
plus up to an additional $5 million. In October 1999, the Company
entered into a $20 million revolving credit and term loan facility
(the "Facility") that matures on October 14, 2003. The revolving
portion of the Facility, initially $16 million, is secured by
accounts receivable of all but one of the Company's subsidiaries.
The initial interest rate on the revolving portion of the Facility
was 0.50% per annum in excess of The Wall Street Journal prime
rate. The term portion of the Facility ("Term Loan"), $4 million,
is secured by certain dry-docks and real estate. The initial
interest rate on the Term Loan was 1.00% per annum in excess of The
Wall Street Journal prime rate. The Term Loan requires monthly
principal payments of $56,000, with the unpaid balance due at the
maturity of the Facility. The Facility initially required that
cumulative net losses of the Company as defined in the agreement
after October 1, 1999 not exceed $3.0 million. The Company is
required to pay a fee of 0.25% per annum on the unused portion of
the total Facility, based on a minimum total loan amount of $5
million, and certain other administrative costs.
In April 2000, the Company entered into an amendment to the
Facility. The amendment provided for a 200 basis point adjustment
to each of the Facility interest rates in exchange for an increase
to $4.5 million of the cumulative net loss covenant commencing
January 1, 2000. The increased interest rates will be reduced back
to the original Facility rates upon the Company reporting a
positive net income. The rates will adjust quarterly thereafter,
remaining at the original rates for each quarter the Company
reports a positive net income. The Company is engaged in
discussions with the lender regarding additional changes to this
Facility to add to the revolving portion of the Facility the
receivables of the remaining subsidiary not originally included.
7
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At June 30, 2000, the Company had no outstanding borrowings on the
revolving portion of the Facility. As of August 11, 2000, the
Company had outstanding borrowings of approximately $2.8 million on
the revolving portion of the facility.
In July 2000, one of the Company's subsidiaries, Newpark
Shipbuilding-Pelican Island, Inc., entered into a 24 month Bareboat
Charter with a purchase option for a liftbarge. The charter
required an initial payment of $680,000, plus seven monthly
payments of $40,000 beginning in the eighteenth month. If the
purchase option is exercised a final payment of $420,000 is due.
The company will account for this Bareboat Charter as a capital
lease.
Net cash (used in) provided by operating activities for the six
month periods ended June 30, 2000 and 1999 was ($5.4) million and
$245,000, respectively. The decrease in cash provided by operating
activities was primarily due to the decrease in accounts payable
and accrued liabilities.
Net cash (used in) provided by investing activities was ($1.2)
million and $4.6 million for the six month periods ended June 30,
2000 and 1999, respectively. During the 2000 period, cash used in
investing activities was for asset additions.
Net cash used in financing activities was $457,000 and $49,000 for
the six month periods ended June 30, 2000 and 1999, respectively.
Cash used in financing activities was for payments on long-term
debt and notes payable.
Management believes that with the cash generated from operations
and borrowings under the Company's lines of credit, the Company
will have sufficient resources available to meet its anticipated
requirements for capital expenditures, working capital needs, and
debt service for the remainder of fiscal year 2000. However, with
recent increased borrowings under the revolving portion of the
Facility, the Company has reduced its available borrowing capacity.
Accordingly, if capital requirements or revenue vary materially
from our current expectations, or if unforeseen circumstances
occur, we will likely require additional equity sooner than we
anticipated. There is no assurance that additional debt or equity
financing will be available on terms acceptable to the Company, if
at all.
8
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to interest rate risk in connection with its
variable rate debt instruments. The Company does not enter into
market risk sensitive instruments for trading purposes. The
information below summarizes the Company's interest rate risk
associated with its principal variable rate debt instruments
outstanding at June 30, 2000, and should be read in conjunction
with the audited financial statements and related notes included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1999. Borrowings under the Company's Revolving Credit
and Term Loan Facilities bear interest at variable rates equal to
the prime rate as quoted in The Wall Street Journal plus the
applicable margin. Because The Wall Street Journal rate may
increase or decrease at any time, the Company is exposed to market
risk as a result of the impact that changes in this rate may have
on the interest rate applicable to borrowings under the Revolving
Credit and Term Loan Facilities. Increases in the interest rate
applicable to borrowings under the Revolving Credit and Term Loan
Facilities would result in increased interest expense and a
reduction in the Company's net income and after tax cash flow. At
June 30, 2000, there was approximately $3.6 million indebtedness
outstanding under the term portion and no outstanding indebtedness
under the revolving portion of the Revolving Credit and Term Loan
Facilities, or approximately 3% of the Company's outstanding
long-term debt obligations on that date, bearing interest at
variable rates.
The Company attempts to mitigate the interest rate risk resulting
from its variable interest rate long-term debt instruments by also
issuing fixed rate long-term debt instruments and maintaining a
balance over time between the amount of variable rate and fixed
rate indebtedness. In the event of an increase in interest rates,
the Company may take further actions to mitigate its exposure. The
Company cannot guarantee, however, that actions that it may take to
mitigate this risk will be feasible or that these actions, if
taken, will be effective.
9
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PART II: OTHER INFORMATION
ITEM 1-5. NOT APPLICABLE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
**10.1 First Amendment to Loan and Security Agreement between First
Wave Marine, Inc., Newpark Shipbuilding-Galveston Island, Inc.,
Newpark Shipbuilding-Pelican Island, Inc., Newpark
Shipbuilding-Greens Bayou, Inc. and Newpark
Shipbuilding-Pasadena, Inc., as Borrowers, and Banc of America
Commercial Finance Corporation, as Lender, dated April 11, 2000.
*27.1 Financial Data Schedule.
* Filed herewith.
** Incorporated by reference from Exhibit 10.1 to Company's
Quarterly Report on Form 10-Q for period ending March 31,
2000, filed May 15, 2000.
(b) Reports on Form 8-K
None
10
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST WAVE MARINE, INC.
August 11, 2000 /s/ FRANK R. PIERCE
-----------------------------------
Frank R. Pierce
Vice President and
Chief Financial Officer
August 11, 2000 /s/ DALE E. SCHEXNAYDER
-----------------------------------
Dale E. Schexnayder
Corporate Controller
<PAGE> 14
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
**10.1 First Amendment to Loan and Security Agreement between First
Wave Marine, Inc., Newpark Shipbuilding-Galveston Island, Inc.,
Newpark Shipbuilding-Pelican Island, Inc., Newpark
Shipbuilding-Greens Bayou, Inc. and Newpark
Shipbuilding-Pasadena, Inc., as Borrowers, and Banc of America
Commercial Finance Corporation, as Lender, dated April 11, 2000.
*27.1 Financial Data Schedule.
* Filed herewith.
** Incorporated by reference from Exhibit 10.1 to Company's
Quarterly Report on Form 10-Q for period ending March 31,
2000, filed May 15, 2000.