<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[ ] Transition Report Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
For the quarter ended September 30, 1996
Commission file number 0-5567
Seal Fleet, Inc.
(Exact name of registrant as specified in its charter)
Nevada 74-1670096
(State of Incorporation) (IRS Employer ID No.)
125 Worth Avenue, Suite 318
Palm Beach, Florida 33480
(Address of principal executive offices)
(561) 833-5111
(issuer's telephone number)
Indicate by check mark whether the registrant (1) 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 (X) No ( )
Class A common stock, par value $.10 per share, 2,262,405 shares
outstanding as of October 31, 1996.
Class B common stock, par value $.10 per share, 50,000 shares
outstanding as of October 31, 1996.
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INDEX
Page
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of
Operations 5
Condensed Consolidated Statements of Cash
Flows 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of the
Statements of Operations 7
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SEAL FLEET, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(in thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
September 30 December 31
1996 1995
<S> <C> <C>
ASSETS
Current Assets
Cash $ 1,036 $ 1,055
Accounts receivable - trade 1,578 4,694
Accounts receivable - related party-
Note C 521 758
Accounts receivable - other 163 133
Deferred drydocking costs 294
Materials and supplies 66
Other current assets 44 112
________ _______
Total current assets 3,342 7,112
PROPERTY AND EQUIPMENT
Ships and related equipment 30 9,922
Furniture and equipment 168 223
Leasehold improvements 124
________ ________
Total property and equipment 198 10,269
Less accumulated depreciation 150 7,533
________ ________
Property and equipment - net 48 2,736
OTHER ASSETS
Deferred drydocking costs - non current 356
Assets held for resale 154 154
Other assets 36 36
________ ________
TOTAL ASSETS $ 3,580 $ 10,394
</TABLE>
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SEAL FLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
September 30 December 31
1996 1995
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt
to related party $ $ 7,560
Accounts payable - trade 461 3,815
Accrued interest expense 877
Other liabilities 250
________ ________
Total current liabilities 711 12,252
Long-term debt to related party
less current portion 1,763
________ ________
Total liabilities 711 14,015
SHAREHOLDERS' EQUITY
Class A common stock, $.10 par
value; 3,700,000 shares author-
ized and 2,432,248 shares
issued in 1996 and 1995 243 243
Class B common stock, $.10 par
value; 50,000 shares author-
ized, issued and outstanding 5 5
Additional paid-in capital 4,476 4,456
Retained deficit (1,806) (8,195)
Class A common stock held in
treasury at cost; 169,843 and
447,621 shares in 1996 and 1995,
respectively ( 49) (130)
________ ________
Shareholders' equity 2,869 (3,621)
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,580 $ 10,394
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
SEAL FLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of dollars except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30 September 30
1996 1995* 1996 1995*
<S> <C> <C> <C> <C>
Net Income from continuing
operations $ 0 $ 0 $ 0 $ 0
Net income (loss) from
discontinued operations
(less applicable income
tax) (1,399) 98 (1,033) (151)
Gain on sale of discontinued
operations (less applicable
income tax of $250,000) 7,422 7,422
_______ _______ _______ ______
Net income (loss) $ 6,023 $ 98 $ 6,389 $(151)
NET INCOME (LOSS) PER SHARE
From continuing operations .00 .00 .00 .00
From discontinued operations $ 2.96 $ (.04) $ 3.07 $ (.07)
WEIGHTED AVERAGE
SHARES OUTSTANDING 2,034,627 2,034,627 2,080,923 2,034,627
</TABLE>
*Restated
See notes to consolidated financial statements.
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<PAGE>
SEAL FLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30
1996 1995*
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) from continuing operations $ 0 $ 0
Net income (loss) from discontinued
operations 6,389 (151)
Adjustments to reconcile net income
(loss) to net cash provided by
discontinued operating activities:
Depreciation 282 409
Decrease (increase) in other assets 356 (5)
Loss (gain) on disposal of assets (7,672)
Changes in operating assets and liabilities:
Accounts and notes receivable 3,323 2,517
Other current assets 429 (85)
Accounts payable - trade (3,355) (2,157)
Interest payable (877) 195
Other Liabilities 250
_________ ________
Net cash provided (required) by
discontinued operating activities (875) 723
INVESTING ACTIVITIES
Purchase of property and equipment (3) (52)
Proceeds from sale of discontinued operations 10,075
Proceeds from sale of furniture and equipment 6 13
________ ________
Net cash provided (required)
by investing activities 10,078 (39)
FINANCING ACTIVITIES
Decrease in long-term debt (9,323) (272)
Increase in capital 101
_______ ________
Net cash required by financing activities (9,222) (272)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (19) 412
CASH AND CASH EQUIVALENTS AT
JANUARY 1, 1996 AND 1995 1,055 561
________ ________
CASH AND CASH EQUIVALENTS AT
SEPTEMBER 30, 1996 AND 1995 $ 1,036 $ 973
</TABLE>
*Restated
See notes to consolidated financial statements.
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<PAGE>
SEAL FLEET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared on a going concern basis which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business.
NOTE B - RESULTS OF OPERATIONS
The results of operation for the nine-month period ended September 30,
1996 is not necessarily indicative of the results of operation for the
full year.
NOTE C - ACCOUNTS RECEIVABLE - RELATED PARTY
The amount stated as Accounts Receivable-Related Party at September
30, 1996, represents the receivable from what is now a previous related
party, the Three R Trusts.
Until August 14, 1996, the owners of 10.72% of the Class A Common Stock
and 100% of the Class B Common Stock were the Three R Trusts. These
Trusts also owned five boats which were managed and operated by the
Company under Service Agreements. On August 14, 1996, the Three R
Trusts sold their boats and their Class A and B shares in a transaction
more fully described in the Proxy Statement dated June 17, 1996, and on
Form 8-K, attached by reference. In closing out the Trusts' account
with Seal, there was recognition that certain matters would inevitably
occur after the closing, so a "Reconciliation Agreement" was entered
into between the Trusts and Seal whereby a 60 day wind-down period would
take place and, immediately thereafter, a final reconciliation of accounts.
As of the date of this filing, the Company believes it has reached an
agreement with the Three R Trusts as to amounts due the Company under the
Reconciliation Agreement. The Company anticipates receiving final payment
on or before November 30, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
On August 14, 1996, Seal Fleet, Inc, having received shareholder approval,
sold all of its marine and related assets to Hvide Marine Incorporated, a
Florida based public corporation, for $10,075,000 cash. It also ceased to
be a manager and operator of boats owned by the Three R Trusts. The
Company estimates additional costs and expenses of $175,000 through
December 31, 1996 when it anticipates the close-out of discontinued
operations.
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<PAGE>
PART II. Other Information
Item 1. Legal Proceedings
The Company is not a party to any material pending legal proceeding,
other than ordinary routine litigation incidental to the business.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Financial Data Statement EX-27
(b) Reports on Form 8-K.
1. Report on Form 8-K incorporated by reference dated August 29,
1996 describing the August 14, 1996 sale of assets of the
Registrant to Hvide Marine Incorporated.
2. Report on Form 8-K as amended dated October 28, 1996 presenting
proforma financial statements which reflect the sale of assets
of the Registrant to Hvide Marine Incorporated.
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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.
SEAL FLEET, INC. (Registrant)
Date: November 14, 1996 By /s/ James S. Goodner
- - - - - - - - - - - - - -
James S. Goodner
Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,036
<SECURITIES> 0
<RECEIVABLES> 1,607
<ALLOWANCES> ( 29)
<INVENTORY> 0
<CURRENT-ASSETS> 3,342
<PP&E> 198
<DEPRECIATION> 150
<TOTAL-ASSETS> 3,580
<CURRENT-LIABILITIES> 711
<BONDS> 0
<COMMON> 2,869
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,580
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (1,033)
<EXTRAORDINARY> 7,422
<CHANGES> 0
<NET-INCOME> 6,389
<EPS-PRIMARY> 3.07
<EPS-DILUTED> 3.07
</TABLE>
