UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
----------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
Commission File Number 0-12289
SEACOR SMIT INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3542736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11200 WESTHEIMER, SUITE 850
HOUSTON, TEXAS 77042
(713) 782-5990
------------------------
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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 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. [X] Yes [_] No
The total number of shares of Common Stock, par value $.01 per share,
outstanding as of May 12, 1997 was 13,824,842. Registrant has no other class of
Common Stock outstanding.
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SEACOR SMIT INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
March 31, 1997 and December 31, 1996.........................1
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 1997 and 1996...........2
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 1997 and 1996...........3
Notes to Condensed Consolidated Financial Statements.................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................7
Item 3. Quantitative and Qualitative Disclosures
about Market Risks..........................................15
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K............................16
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
SEACOR SMIT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA, UNAUDITED)
March 31, December 31,
1997 1996
---------------- -----------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.......................................... $ 155,584 $ 149,053
Investment securities.............................................. - 311
Trade and other receivables, net of allowance for
doubtful accounts of $580 and $475, respectively................ 59,972 46,469
Affiliate receivables.............................................. 7,835 2,224
Inventories........................................................ 1,637 1,559
Prepaid expenses and other......................................... 2,201 1,865
---------------- -----------------
Total current assets......................................... 227,229 201,481
---------------- -----------------
Investments in, at Equity, and Receivables from 50%
or Less Owned Companies............................................ 23,555 21,316
---------------- -----------------
Property and Equipment................................................ 515,683 498,899
Less--Accumulated depreciation...................................... (100,257) (101,123)
---------------- -----------------
Net property and equipment................................... 415,426 397,776
---------------- -----------------
Other Assets.......................................................... 18,592 15,882
---------------- -----------------
$ 684,802 $ 636,455
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt.................................. $ 1,793 $ 1,793
Accounts payable - trade........................................... 9,907 14,690
Accounts payable - affiliates...................................... 5,257 734
Other current liabilities.......................................... 29,153 12,066
---------------- -----------------
Total current liabilities.................................... 46,110 29,283
---------------- -----------------
Long-Term Debt........................................................ 216,981 218,659
Deferred Income Taxes................................................. 35,946 33,749
Deferred Gain and Other Liabilities................................... 2,621 2,719
Minority Interest and Indebtedness to Minority Shareholder ........... 815 974
Stockholders' Equity:
Common stock, $.01 par value, 13,986,610 and 13,888,133 shares
issued at March 31, 1997 and December 31, 1996,
respectively.................................................... 140 139
Additional paid-in capital......................................... 264,285 258,904
Retained earnings.................................................. 120,767 92,005
Less 59,768 and 56,768 shares held in treasury at March 31, 1997
and December 31, 1996, respectively, at cost.................... (765) (622)
Less unamortized restricted stock compensation..................... (1,269) (279)
Currency translation adjustments................................... (829) 924
---------------- -----------------
Total stockholders' equity................................... 382,329 351,071
---------------- -----------------
$ 684,802 $ 636,455
================ =================
</TABLE>
The accompanying notes are an integral part of these financial statements and
should be read in conjunction herewith.
1
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<TABLE>
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SEACOR SMIT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA, UNAUDITED)
Three Months Ended March 31,
1997 1996
---------------- ----------------
<S> <C> <C>
Operating Revenue:
Marine........................................................... $ 74,955 $ 43,242
Environmental -
Oil spill response.............................................. 477 2,422
Retainer fees and other services................................ 3,747 4,431
---------------- ----------------
79,179 50,095
---------------- ----------------
Costs and Expenses:
Cost of oil spill response....................................... 495 2,046
Operating expenses -
Marine.......................................................... 34,127 25,422
Environmental................................................... 1,222 1,249
Administrative and general...................................... 6,483 5,531
Depreciation and amortization................................... 8,867 5,700
---------------- ----------------
51,194 39,948
---------------- ----------------
Operating Income.................................................... 27,985 10,147
---------------- ----------------
Other (Expense) Income:
Interest on debt................................................. (2,792) (1,821)
Interest income.................................................. 2,064 682
Gain from equipment sales, net................................... 15,887 243
Other............................................................ (43) 261
---------------- ----------------
15,116 (635)
---------------- ----------------
Income Before Income Taxes, Minority Interest, and Equity in
Net Earnings of 50% or Less Owned Companies...................... 43,101 9,512
Income Tax Expense.................................................. 14,882 3,351
---------------- ----------------
Income Before Minority Interest and Equity in Net Earnings of
50% or Less Owned Companies................................... 28,219 6,161
Minority Interest in Loss of a Subsidiary........................... 32 76
Equity in Net Earnings of 50% or Less Owned Companies............... 511 86
---------------- ----------------
Net Income.......................................................... $ 28,762 $ 6,323
================ ================
Earnings Per Common Share - Assuming No Dilution.................... $ 2.07 $ 0.64
================ ================
Earnings Per Common Share - Assuming Full Dilution.................. $ 1.79 $ 0.56
================ ================
Weighted Average Common Shares:
Assuming No Dilution............................................. 13,925,248 9,831,100
Assuming Full Dilution........................................... 17,006,854 12,381,756
</TABLE>
The accompanying notes are an integral part of these financial statements and
should be read in conjunction herewith.
2
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<TABLE>
<CAPTION>
SEACOR SMIT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
Three Months Ended March 31,
1997 1996
----------------- ------------------
<S> <C> <C>
Net Cash Provided by Operating Activities............................ $ 20,337 $ 12,028
----------------- ------------------
Cash Flows from Investing Activities:
Purchase of property and equipment................................ (35,926) (1,682)
Proceeds from sale of marine vessels and equipment................ 22,785 624
Purchase of securities............................................ - (300)
Proceeds from sale of securities.................................. 311 -
Investments in and advances to 50% or less
owned companies.................................................. (13) (60)
Principal payments on notes due from 50% or
less owned companies............................................. 196 342
Principal payments received under a sale-type lease............... 51 42
----------------- ------------------
Net cash used in investing activities......................... (12,596) (1,034)
----------------- ------------------
Cash Flows from Financing Activities:
Payments of long-term debt........................................ (1,351) (9,109)
Payments on stockholders' loans................................... - (95)
Proceeds from exercise of stock options........................... - 26
Common stock acquired for treasury................................ (143) -
----------------- ------------------
Net cash used in financing activities......................... (1,494) (9,178)
----------------- ------------------
Effect of Exchange Rate Changes
on Cash and Cash Equivalents...................................... 284 (22)
----------------- ------------------
Net Increase in Cash and Cash Equivalents............................ 6,531 1,794
Cash and Cash Equivalents, Beginning of Period....................... 149,053 28,587
----------------- ------------------
Cash and Cash Equivalents, End of Period............................. $ 155,584 $ 30,381
================= ==================
</TABLE>
The accompanying notes are an integral part of these financial statements and
should be read in conjunction herewith.
3
<PAGE>
SEACOR SMIT INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION --
The condensed consolidated financial information for the three-month
periods ended March 31, 1997, and 1996, has been prepared by the Company
(defined below) and was not audited by its independent public accountants. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at March 31, 1997, and for all periods presented have
been made. Results of operations for the interim periods presented are not
necessarily indicative of the operating results for the full year or any future
periods.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the financial statements
and related notes thereto included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.
Unless the context otherwise indicates, any references in this
Quarterly Report on Form 10-Q to the "Company" refer to SEACOR SMIT Inc. and its
consolidated subsidiaries, and any references in this Quarterly Report on Form
10-Q to "SEACOR" refer to SEACOR SMIT Inc.
2. CORPORATE NAME CHANGE --
At the annual meeting of stockholders on April 17, 1997, the holders of
the Company's common stock approved an amendment to the Company's Restated
Certificate of Incorporation changing the Company's corporate name from "SEACOR
Holdings, Inc." to "SEACOR SMIT Inc." The name change became effective upon the
filing of such amendment on May 1, 1997.
3. RESTRICTED STOCK AWARDS --
During January 1997, certain officers and key employees were granted a
total of 16,960 restricted shares of the Company's common stock under its 1996
Share Incentive Plan in recognition of their commitment to the continued growth
and financial success of the Company. The market value of the restricted shares,
amounting to $1,040,000 at the time of grant, was recorded as unamortized
restricted stock compensation in a separate component of stockholders' equity
and will be amortized to expense over a three year vesting period.
4. VESSEL DISPOSITIONS --
During the first quarter of 1997, the Company completed the sale of
twelve vessels that included five supply, three utility, two crew, one towing
supply and one freight that resulted in the recognition of a net pre-tax gain of
$15,818,000.
4
<PAGE>
5. EARNINGS PER SHARE --
Earnings per common share assuming no dilution were computed based on
the weighted average number of unrestricted and restricted common shares issued
and outstanding during the relevant periods. The additional common stock assumed
to be outstanding to reflect the dilutive effect of common stock equivalents was
excluded from the computation as insignificant.
Earnings per common share assuming full dilution was computed based on
the weighted average number of unrestricted and restricted shares issued and
outstanding plus additional shares assumed to be outstanding to reflect the
dilutive effect of common stock equivalents using the treasury stock method and
the assumption that all outstanding convertible subordinated notes were
converted to common stock. For computation purposes, net income was adjusted for
interest expense and applicable debt discount amortization.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (SFAS 128), "Earnings Per Share," that simplifies the
computation of earnings per share. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997 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.
6. COMMITMENT AND CONTINGENCY --
The Company has committed to build vessels over the next two years for
an aggregate capital expenditure of approximately $128,300,000. Approximately
$31,200,000 has been funded and approximately $9,400,000 is committed to be paid
by Transportacion Maritima Mexicana S.A. de C.V. ("TMM"), the Company's joint
venture partner in Mexico, pursuant to a Memorandum of Understanding, dated
September 25, 1996, between TMM and the Company relating to the construction of
several vessels.
On December 19, 1996, in connection with the acquisition of all of the
offshore vessel assets, vessel spare parts, and certain related joint venture
interests owned by Smit Internationale N.V. ("Smit"), the Company agreed to the
payment to Smit of up to $47,200,000 of additional consideration in cash and
non-convertible notes based upon the earnings performance during 1997 and 1998
by certain of those assets. Based upon operations since the date of acquisition
and estimated future rates per day worked, management believes it is probable
that additional purchase consideration will be payable to Smit. When the
contingency is resolved and additional consideration is distributable, the
Company will record the additional consideration issued or issuable in
accordance with generally accepted accounting prinicples as an additional cost
of certain of the assets to be depreciated over their remaining lives.
7. SUBSEQUENT EVENT --
The Company has been engaged in negotiations with Den norske Bank ASA
("DnB") relating to the possible replacement of its current credit facility with
DnB with a new credit facility and, on April 9, 1997, the Company received a
commitment letter from DnB (the "DnB Commitment") which sets forth the
preliminary terms for a five year multi-currency senior unsecured reducing
revolving credit facility of up to $100,000,000 (the "New Credit Facility")
among DnB, as lender, and one or more wholly owned subsidiaries of SEACOR, as
borrowers
5
<PAGE>
(the "Borrowers"), and SEACOR, as guarantor. The Company intends to use the New
Credit Facility to fund general corporate purposes, including marine
transportation, shipping, and related energy businesses.
Subject to definitive documentation, the DnB Commitment provides that
the New Credit Facility would mature five years from closing and the maximum
amount available thereunder would reduce in eight semi-annual principal
reductions of $6,250,000 each, commencing one year from the date of the New
Credit Facility. Outstanding borrowings would bear interest at an annual rate
equal to an applicable margin of 70 to 160 basis points above LIBOR. The DnB
Commitment also provides that the New Credit Facility would require the Company,
on a consolidated basis, to maintain certain debt to capitalization ratios, a
minimum interest coverage ratio, a minimum cash level, and a minimum value ratio
of all assets subject to a negative pledge to amounts outstanding under the New
Credit Facility. The New Credit Facility would also provide for a negative
pledge of 100% of the shares of capital stock of the Borrowers and of all
existing assets of the Borrowers, SEACOR and their consolidated subsidiaries
(excluding the assets of CRN Holdings, Inc. and existing new building vessel
projects).
The New Credit Facility is conditioned upon, among other things, the
repayment of any amounts outstanding under existing borrowing facilities with
DnB, the receipt of credit approvals, the completion of appraisals of the
Company's vessel fleet, and the negotiation and execution of definitive
documentation. The terms of the New Credit Facility are preliminary in nature
and there can be no assurance that the Company and DnB will enter into the New
Credit Facility.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
When included in this Quarterly Report on Form 10-Q or in documents
incorporated herein by reference, the words "expects," "intends," "anticipates,"
"believes," "estimates," and analogous expressions are intended to identify
forward-looking statements. Such statements inherently are subject to a variety
of risks and uncertainties that could cause actual results to differ materially
from those projected. Such risk and uncertainties include, among others, general
economic and business conditions, industry fleet capacity, changes in foreign
and domestic oil and gas exploration and production activity, competition,
changes in foreign political, social and economic conditions, regulatory
initiatives and compliance with governmental regulations, customer preferences
and various other matters, many of which are beyond the Company's control. These
forward-looking statements speak only as of the date of this Quarterly Report on
Form 10-Q. The Company expressly disclaims any obligation or undertaking to
release publicly any updates or any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which any
statement is based.
OFFSHORE MARINE SERVICES
The Company provides marine transportation and related services largely
dedicated to supporting offshore oil and gas exploration and production through
the operation, domestically and internationally, of offshore support vessels.
The Company's vessels deliver cargo and personnel to offshore installations, tow
and handle the anchors of drilling rigs and other marine equipment, support
offshore construction and maintenance work, and provide standby safety support.
The Company's vessels are also used for special projects, such as well
stimulation, seismic data gathering, freight hauling, line handling, and oil
spill emergencies.
The Company's operating revenue is affected by rates per day worked and
utilization. These performance measures are closely aligned with the offshore
oil and gas exploration industry and are a function of demand and availability
of marine vessels. The level of exploration and development of offshore areas is
affected by both short-term and long-term trends in oil and gas prices which, in
turn, are related to the demand for petroleum products and the current
availability of oil and gas resources.
7
<PAGE>
The table below sets forth rates per day worked and utilization data
for the Company during the periods indicated.
THREE MONTHS
ENDED MARCH 31,
---------------------------------
1997 1996
--------------- ----------------
RATES PER DAY WORKED ($): (1) (2)
Supply/Towing Supply.................... 5,846 3,723
Anchor Handling Towing Supply........... 8,866 5,382
Crew.................................... 2,065 1,631
Standby Safety ......................... 5,335 4,645
Utility/Line Handling................... 1,298 1,107
Geophysical and Freight................. 4,724 4,317
Overall Fleet........................ 3,297 2,308
OVERALL UTILIZATION (%): (1)
Supply/Towing Supply.................... 96.0 97.4
Anchor Handling Towing Supply........... 86.1 96.6
Crew.................................... 98.0 97.6
Standby Safety.......................... 86.0 88.7
Utility/Line Handling................... 97.3 74.4
Geophysical and Freight................. 93.1 98.7
Overall Fleet........................ 95.8 88.7
__________
(1) Rates per day worked is the ratio of total charter revenue to the total
number of vessel days worked. Rates per day worked and overall utilization
figures exclude owned vessels that are bareboat chartered-out, vessels
owned by corporations that participate in pooling arrangements with the
Company, joint venture vessels and managed/operated vessels and include
vessels bareboat and time chartered-in by the Company.
(2) Certain of the Company's vessels earn revenue in foreign currencies which
have been converted to U.S. dollars for reporting purposes at the weighted
average exchange rates of those foreign currencies for the periods
indicated.
A significant factor affecting operating revenues, other than average
rates per day worked and overall utilization, is the number of vessels owned and
bareboat chartered-in by the Company. Operating revenues and associated expenses
for vessels owned and bareboat chartered-in are incurred at similar rates.
However, operating expenses associated with vessels bareboat chartered-in
include bareboat charter hire expenses that, in turn, are included in vessel
expenses, but exclude depreciation expense.
The Company also bareboat charters-out vessels. Operating revenues for
these vessels are lower than for vessels owned and operated or bareboat
chartered-in by the Company, because vessel expenses, normally recovered through
charter revenue, are the burden of the charterer. Operating expenses include
depreciation expense if the vessels which are chartered-out are owned. At March
31, 1997 and 1996, the Company had six and two vessels, respectively, bareboat
chartered-out.
8
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The table below sets forth the Company's marine fleet structure at the
dates indicated:
FLEET STRUCTURE AT MARCH 31,
--------------------------------
1997 1996
--------------- ---------------
Owned...................................... 264 227
Bareboat and Time Chartered-In (1)......... 5 3
Joint Venture Vessels (2).................. 31 10
Pool Vessels (3)........................... 12 5
--------------- ---------------
Overall Fleet.......................... 312 245
=============== ===============
(1) A bareboat charter is a lease of a vessel under which the entity
chartering-in the vessel is typically responsible for all crewing,
insurance, and operating expenses, as well as the payment of bareboat
charter hire to the vessel owner. A time charter is a lease of a vessel
under which the entity providing the vessel is responsible for all crewing,
insurance, and operating expenses. At March 31, 1997, the Company bareboat
chartered-in two vessels and time chartered-in three vessels. At March 31,
1996, the Company bareboat chartered-in two vessels and time chartered-in
one vessel.
(2) 1997 and 1996 include ten vessels owned by a joint venture between
Transportacion Maritima Mexicana S.A. de C.V. ("TMM") and the Company (the
"TMM Joint Venture"). 1997 also includes 21 vessels owned by corporations
in which the Company acquired an equity interest pursuant to a transaction
with Smit Internationale N.V. ("Smit") in December 1996 (the "Smit Joint
Ventures").
(3) 1997 and 1996 include five vessels owned by Toisa Ltd. ("Toisa") which
participate in a pool with ten Company owned North Sea standby safety
vessels. Additionally, 1997 includes seven standby safety vessels in which
the Company shares net operating profits after certain adjustments with
Toisa and owners of the vessels (the "Saint Fleet Pool").
Vessel operating expenses are primarily a function of fleet size and
utilization levels. The most significant vessel operating expense items are
wages paid to marine personnel, maintenance and repairs, and marine insurance.
In addition to variable vessel operating expenses, the offshore marine segment
also incurs fixed charges related to the depreciation of property and equipment.
Depreciation is a significant operating cost, and the amount related to vessels
is the most significant component.
A portion of the Company's revenues and expenses are paid in foreign
currencies. For financial statement reporting purposes, these amounts are
translated into U.S. dollars at the weighted average exchange rates during the
relevant period. The foregoing applies primarily to the Company's North Sea
operations and to a lesser extent its West African and Mexican offshore marine
operations. Overall, the percentage of the Company's offshore marine operating
revenues derived from foreign operations whether in U.S. dollars or foreign
currencies approximated 40% and 30% for the three month period ended March 31,
1997 and 1996, respectively.
The Company's foreign offshore marine operations are subject to various
risks inherent in conducting business in foreign nations. These risks include,
among others, political instability, potential vessel seizure, nationalization
of assets, currency restrictions and exchange rate fluctuations, import-export
quotas and other forms of public and governmental regulation, all of which are
beyond the control of the Company. Although, historically, the Company's
operations have not been affected materially by such conditions or events, it is
not possible to predict whether any such conditions or events might develop in
the future. The occurrence of any one or more of such conditions or events could
have a material adverse effect on the Company's financial condition and results
of operations.
Regulatory drydockings, which are a substantial component of marine
maintenance and repair costs, are expensed when incurred. Under applicable
maritime regulations, vessels must be drydocked twice in a five-year period for
inspection and routine maintenance and repair. The Company follows an asset
management strategy pursuant to which it defers required drydocking
9
<PAGE>
of selected marine vessels and voluntarily removes these marine vessels from
operation during periods of weak market conditions and low rates per day worked.
Should the Company undertake a large number of drydockings in a particular
fiscal quarter or put through survey a disproportionate number of older vessels
which typically have higher drydocking costs, comparative results may be
affected. For the three-month period ended March 31, 1997, the Company completed
the drydocking of 26 marine vessels at an aggregate cost of $1.4 million versus
25 marine vessels drydocked at an aggregate cost of $1.8 million in the
comparable period of 1996.
Operating results are also affected by the Company's participation in the
following ventures: (i) a joint venture arrangement with Vector Offshore
Limited, a U.K. corporation, which owns a 9% equity interest in the Company's
subsidiary that operates standby safety vessels in the North Sea, (ii) a 15
vessel pooling arrangement between the Company and Toisa that coordinates the
marketing for both the Company and Toisa in the North Sea standby safety market,
(iii) the TMM Joint Venture, (iv) the Saint Fleet Pool, and (v) the Smit Joint
Ventures which own and operate vessels in the Far East, Latin America, the
Middle East, the Mediterranean and offshore West Africa.
ENVIRONMENTAL SERVICES
The Company's environmental services business, operated primarily
through the National Response Corporation ("NRC"), an indirect wholly owned
subsidiary of SEACOR, provides contractual oil spill response services to those
who store, transport, produce or handle petroleum and certain other
non-petroleum oils as required by OPA 90. NRC's clients include tank vessel
owner/operators, refiners and terminal operators, exploration and production
facility operators and pipeline operators. NRC charges a retainer fee to its
customers for ensuring by contract the availability at predetermined rates of
NRC's response services. Retainer services include employing a staff to
supervise response to an oil spill emergency and maintaining specialized
equipment, including marine equipment, in a ready state for spill response as
contemplated by response plans filed by NRC's customers in accordance with OPA
90 and various state regulations. NRC also maintains relationships with numerous
environmental sub-contractors to assist with equipment maintenance and provide
trained personnel for deploying equipment in a spill response.
Pursuant to retainer agreements entered into with NRC, certain vessel
owners pay in advance to NRC a minimum annual retainer fee based upon the number
and size of vessels in each such owner's fleet and in some circumstances pay NRC
additional fees based upon the level of each vessel owner's voyage activity in
the U.S. The Company recognizes the greater of revenue earned by voyage activity
or the portion of the retainer earned in each accounting period. Certain other
vessel owners pay a fixed fee for NRC's retainer services and such fee is
recognized ratably throughout the year. Facility owners generally pay a
quarterly fee to NRC based on a formula that defines and measures petroleum
products transported to or processed at the facility. Some facility owners pay
an annual fixed fee and such fee is recognized ratably throughout the year.
NRC's retainer agreements with vessel owners generally range from one to three
years while retainer arrangements with facility owners are as long as seven
years.
Spill response revenue is dependent on the magnitude of any one spill
response and the number of spill responses within a given fiscal period.
Consequently, spill response revenue can
10
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vary greatly between comparable periods and the revenue from any one period is
not indicative of a trend or of anticipated results in future periods. Costs of
oil spill response activities relate primarily to (i) payments to
sub-contractors for labor, equipment and materials, (ii) direct charges to NRC
for equipment and materials, (iii) participation interests of others in gross
profits from oil spill response, and (iv) training and exercises related to
spill response preparedness.
The principal components of NRC's operating costs are salaries and
related benefits for operating personnel, payments to sub-contractors, equipment
maintenance and depreciation. These expenses are primarily a function of
regulatory requirements and the level of retainer business.
RESULTS OF OPERATIONS
The following table sets forth operating revenue and operating profit
by business segment for the periods indicated. The offshore marine business
segment's data is provided by geographic area of operation. The environmental
business segment's principal operations are in the United States.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
-----------------------------
1997 1996
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
OPERATING REVENUE:
Marine:
United States...................................... $ 44,702 $ 30,134
North Sea.......................................... 14,224 3,562
West Africa........................................ 11,333 8,378
Other Foreign...................................... 4,696 1,168
------------- -------------
74,955 43,242
Environmental ....................................... 4,224 6,853
------------- -------------
79,179 50,095
============= =============
OPERATING PROFIT:
Marine:
United States...................................... 34,458 8,871
North Sea.......................................... 3,741 (718)
West Africa........................................ 4,381 1,441
Other Foreign...................................... 2,145 481
------------- -------------
44,725 10,075
Environmental ....................................... 215 1,372
------------- -------------
44,940 11,447
Other income (expense) (1)......................... (1) 14
General corporate administration................... (1,110) (810)
Net interest expense............................... (728) (1,139)
Minority interest in loss of a subsidiary.......... 32 76
Equity in net earnings of 50% or less owned
companies........................................ 511 86
Income tax expense................................. (14,882) (3,351)
------------- -------------
Net Income......................................... $ 28,762 $ 6,323
============= =============
<FN>
(1) Excludes gains from equipment sales and certain other expenses that
were reclassified to operating profit of the applicable business
segment.
</FN>
</TABLE>
The marine business segment's operating revenue increased $31.7 million
in the three-month period ended March 31, 1997 compared to the three-month
period ended March 31, 1996 due primarily to a net increase in the number of
owned offshore vessels and a significant improvement in rates per day worked for
the Company's offshore vessels operating in the U.S. Gulf of Mexico. Significant
offshore vessel acquisitions include 24 vessels purchased from Smit during
December 1996 that operate in the North Sea, offshore West
11
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Africa and in Other Foreign regions and 24 vessels purchased from Galaxie Marine
Service, Inc. and affiliated companies ("Galaxie") on January 3, 1997 that
operate in the U.S. Gulf of Mexico. Anchor handling towing supply, towing, and
supply vessels were acquired from Smit, and utility and crew vessels were
acquired from Galaxie. Strong demand in the U.S. Gulf of Mexico resulted in
rates per day worked increasing between comparable quarters for all offshore
vessels owned by the Company. Additionally, rates per day worked for the
Company's vessels operating in the North Sea, offshore West Africa and in Other
Foreign regions also increased between comparable quarters.
The environmental business segment's operating revenue decreased $2.6
million in the three-month period ended March 31, 1997 compared to the
three-month period ended March 31, 1996 due primarily to a decline in the number
and severity of oil spills managed by the Company. Retainer fees and other
service revenues also declined between comparable periods due primarily to a
decline in voyage and other service activities.
The marine business segment's operating profit increased $34.7 million
in the three-month period ended March 31, 1997 compared to the three-month
period ended March 31, 1996. This increase was due primarily to the factors
affecting operating revenue as outlined above, the sale of offshore vessels, and
lower drydocking costs. During the first quarter of 1997, the Company completed
the sale of twelve offshore vessels that included five supply, three utility,
two crew, one towing supply and one freight that resulted in the recognition of
a net pre-tax gain of $15.8 million. Eleven of these offshore vessels previously
operated from U.S. ports. Excluding offshore vessels recently acquired, the
number of and per vessel average drydocking cost declined between comparable
quarters. Fewer offshore vessels required regulatory inspections in 1997
compared to 1996, and of those vessels inspected and repaired, a greater
proportion were from the small versus larger vessel fleet. In addition to an
increase in expenses customarily associated with those factors affecting
revenue, operating expenses between comparable quarters increased due primarily
to higher crew wage and health insurance costs.
The environmental business segment's operating profit declined $1.2
million between comparable quarters due primarily to the factors affecting
operating revenue as outlined above.
The Company's administrative and general expenses, relating primarily
to operating activities, increased $1.0 million in the three-month period ended
March 31, 1997 compared to the three-month period ended March 31, 1996. This
increase was due primarily to additional expenses necessary to manage the
offshore vessels recently acquired from Smit and Galaxie. Corporate expenses
also rose between comparable quarters due primarily to higher wage cost, but the
Company's environmental business segment's administrative expenses declined.
Administrative and general expenses primarily include costs associated with
personnel, professional services, travel, communications, facility rental and
maintenance, general insurance, and franchise taxes.
The Company's depreciation and amortization expense, which related
primarily to operating activities, increased $3.2 million in the three-month
period ended March 31, 1997 compared to the three-month period ended March 31,
1996. This increase was due primarily to a net increase in the number of owned
offshore marine vessels that were acquired from Smit and Galaxie.
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Net interest expense decreased $0.4 million in the three-month period
ended March 31, 1997 compared to the three-month period ended March 31, 1996.
Interest income rose between comparable quarters due primarily to greater
invested cash balances that resulted from improved operating results and the
sale of the Company's 5-3/8% Convertible Subordinated Notes Due November 15,
2006. The increase in interest income was partially offset by higher interest
expense due to an increase in the Company's outstanding indebtedness.
In the three-month period ended March 31, 1997, equity in the earnings
of 50% or less owned companies, net of applicable income taxes, resulted from
the Company's investment in the TMM Joint Venture, a joint venture which
provides environmental services on the West Coast of the U.S., and certain Smit
Joint Ventures. In the comparable period of 1996, equity earnings were realized
exclusively from the Company's participation in the TMM Joint Venture.
Operations in Mexico have improved between comparable quarters.
LIQUIDITY AND CAPITAL RESOURCES
The Company's ongoing liquidity requirements arise primarily from its
need to service debt, fund working capital requirements, acquire or improve
equipment, and make other investments. Management believes that cash flow from
operations will provide sufficient working capital to fund the Company's
operating needs. The Company may, from time to time, issue shares of common
stock, debt, or a combination thereof to finance the acquisition of equipment
and businesses or improvements to existing equipment.
The Company's cash flow levels and operating revenues are determined
primarily by vessels' rates per day worked, overall vessel utilization, the size
of the Company's fleet, and the level of oil spill response activity. Factors
relating to the marine business segment are affected directly by the volatility
of oil and gas prices, the level of offshore drilling and exploration activity,
and other factors beyond the Company's control.
Pursuant to a revolving credit facility (the "DnB Facility") with Den
norske Bank ("DnB"), the Company may borrow up to $80.0 million aggregate
principal amount (the "Maximum Committed Amount") of senior secured revolving
bridge loans at any time prior to May 31, 1997 (the "Extended Term"). At March
31, 1997, the Company had $73.1 million available for future borrowings under
the DnB Facility.
The Company has been engaged in negotiations with DnB relating to the
possible replacement of its current credit facility with DnB with a new credit
facility and, on April 9, 1997, the Company received a commitment letter from
DnB (the "DnB Commitment") which sets forth the preliminary terms for a five
year multi-currency senior unsecured reducing revolving credit facility of up to
$100.0 million (the "New Credit Facility") among DnB, as lender, and one or more
wholly owned subsidiaries of SEACOR, as borrowers (the "Borrowers"), and SEACOR,
as guarantor. The Company intends to use the New Credit Facility to fund general
corporate purposes, including marine transportation, shipping, and related
energy businesses.
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Subject to definitive documentation, the DnB Commitment provides that
the New Credit Facility would mature five years from closing and the maximum
amount available thereunder would reduce in eight semi-annual principal
reductions of $6.25 million each, commencing one year from the date of the New
Credit Facility. Outstanding borrowings would bear interest at an annual rate
equal to an applicable margin of 70 to 160 basis points above LIBOR. The DnB
Commitment also provides that the New Credit Facility would require the Company,
on a consolidated basis, to maintain certain debt to capitalization ratios, a
minimum interest coverage ratio, a minimum cash level, a minimum value ratio of
all assets subject to a negative pledge to amounts outstanding under the New
Credit Facility. The New Credit Facility would also provide for a negative
pledge of 100% of the shares of capital stock of the Borrowers and of all
existing assets of the Borrowers, SEACOR and their consolidated subsidiaries
(excluding the assets of CRN Holdings, Inc. and existing new building vessel
projects).
The New Credit Facility is conditioned upon, among other things, the
repayment of any amounts outstanding under existing borrowing facilities with
DnB, the receipt of credit approvals, the completion of appraisals of the
Company's vessel fleet, and the negotiation and execution of definitive
documentation. The terms of the New Credit Facility are preliminary in nature
and there can be no assurance that the Company and DnB will enter into the New
Credit Facility.
On December 19, 1996, in connection with the acquisition of all of the
offshore vessel assets, vessel spare parts, and certain related joint venture
interests owned Smit, the Company agreed to the payment to Smit of up to $47.2
million of additional consideration in cash and non-convertible notes based upon
the earnings performance during 1997 and 1998 by certain of those assets. Based
upon operations since the date of acquisition and estimated future rates per day
worked, management believes it is probable that additional purchase
consideration will be payable to Smit in 1999 and future years.
Net cash provided by operating activities increased $8.3 million in the
three-month period ended March 31, 1997 compared to the three-month period ended
March 31, 1996. The increase was due primarily to improved operating profits
that resulted from improved rates per day worked primarily in the U.S. Gulf of
Mexico.
The Company's net cash used in investing activities increased $11.6
million in the three-month period ended March 31, 1997 compared to the
three-month period ended March 31, 1996. The increase was primarily related to
the acquisition of vessels from Galaxie and an increase in expenditures to
acquire other property and equipment that related primarily to the purchase of
five utility and the construction of crew, supply, and anchor handling towing
supply vessels. Proceeds from the sale of vessels increased between comparable
quarters as a greater number of vessels were sold at higher market values in
1997.
Net cash used in financing activities decreased $7.7 million in the
three-month period ended March 31, 1997 compared to the three-month period ended
March 31, 1996. The decrease was due primarily to a decline in principal
repayments under the DnB Facility and other outstanding indebtedness.
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CAPITAL EXPENDITURES
The Company may make selective acquisitions of marine vessels or fleets
of marine vessels and oil spill response equipment and/or expand the scope and
nature of its environmental services. The Company also may upgrade or enhance
its marine vessels to remain competitive in the marketplace. Management
anticipates that such expenditures would be funded through a combination of cash
flow provided by operations, existing cash balances and, potentially, through
the issuance of additional shares of common stock or additional indebtedness.
The Company has committed to build vessels over the next two years for
an aggregate capital expenditure of approximately $128.3 million. Approximately
$31.2 million has been funded and approximately $9.4 million is committed to be
paid by TMM pursuant to a Memorandum of Understanding, dated September 25, 1996,
between TMM and the Company relating to the construction of several vessels.
Expenditures for environmental compliance to modify marine segment
vessels have not been a significant component of the Company's capital budget.
NEW ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (SFAS 128), "Earnings Per Share," that simplifies the
computation of earnings per share. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits:
3.1 (a) Restated Certificate of Incorporation of SEACOR SMIT Inc.
3.1 (b) Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR SMIT Inc.
3.2 Amended and Restated By-Laws of SEACOR SMIT Inc.
(incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (No. 333-12637)
filed with the Securities and Exchange Commission on September
25, 1996).
11.1 Computation of Per Share Earnings for the Three Months Ended
March 31, 1997 and 1996. Financial Data Schedule
27.1 Financial Data Schedule.
B. Reports on Form 8-K:
Current Report on Form 8-K/A dated December 19, 1996 and filed
with the Securities and Exchange Commission on March 4, 1997
(reporting under Items 2, 7 and 9 of the Current Report on
Form 8-K and including therein financial statements required
by Rule 3-05(b) and Article 11 of Regulation S-X) and
amending the Current Report on 8-K dated December 19, 1996 and
filed with the Securities and Exchange Commission on December
24, 1996.
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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.
SEACOR SMIT INC
(Registrant)
DATE: MAY 15, 1997 By: /s/ Charles Fabrikant
------------------------------
Charles Fabrikant, Chairman of the
Board, President and Chief
Executive Officer
(Principal Executive Officer)
DATE: MAY 15, 1997 By: /s/ Randall Blank
-------------------------------
Randall Blank, Executive Vice
President, Chief Financial Officer
and Secretary
(Principal Financial Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 (a) Restated Certificate of Incorporation of SEACOR SMIT Inc.
3.1 (b) Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR SMIT Inc.
3.2 Amended and Restated By-Laws of SEACOR SMIT Inc.
(incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (No. 333-12637)
filed with the Securities and Exchange Commission on September
25, 1996).
11.1 Computation of Per Share Earnings for the Three Months Ended
March 31, 1997 and 1996. Financial Data Schedule
27.1 Financial Data Schedule
18
Exhibit 3.1 (a)
RESTATED
CERTIFICATE OF INCORPORATION
OF
SEACOR HOLDINGS, INC.
SEACOR HOLDINGS, INC., a corporation duly incorporated by the
filing of its original Certificate of Incorporation with the Secretary of State
of the State of Delaware on November 7, 1989 (the "Company"), desiring to
integrate into a single instrument all the provisions of said Certificate of
Incorporation now in effect and operative, and desiring further to amend said
Certificate of Incorporation, hereby certifies as follows:
Said Certificate of Incorporation is hereby restated, integrated
and further amended to read in its entirety as follows:
FIRST: The name of the Company is "SEACOR HOLDINGS, INC."
SECOND: Its registered office in the State of Delaware is located
at 710 Yorklyn Road, Hockessin, Delaware, County of New Castle. The registered
agent for the Company is Registered Agents, Ltd., whose address is as stated
above.
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THIRD: The nature of business and purpose of the Company is to
engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law, as amended (the "DGCL").
FOURTH: The total number of shares of all classes of capital
stock which the Company shall have authority to issue is 30,000,000 shares,
consisting of
(i) 10,000,000 shares of Preferred Stock, $.01
par value, and
(ii) 20,000,000 shares of Common Stock, $.01 par
value.
Except as otherwise provided by law, the shares of capital stock
of the Company, regardless of class, may be issued by the Company from time to
time in such amounts, for such lawful consideration and for such corporate
purpose(s) as the Board of Directors may from time to time determine.
Shares of Preferred Stock may be issued from time to time in one
or more series of any number of shares as may be determined from time to time by
the Board of Directors; provided that the aggregate number of shares issued and
not cancelled of any and all such series shall not exceed the total number of
shares of Preferred Stock authorized by this paragraph FOURTH. Each series of
Preferred Stock shall be distinctly designated. The Board of Directors is hereby
expressly granted authority to fix, in the resolution or
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resolutions providing for the issuance of a particular series of Preferred
Stock, the voting powers, if any, of each such series, and the designations,
preferences and relative, participating, optional and other special rights of
each such series, and the qualifications, limitations and restrictions thereof
to the fullest extent now or hereafter permitted by the Restated Certificate of
Incorporation and the laws of the State of Delaware.
Subject to the provisions of applicable law or of the Company's
By-Laws with respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to vote, and except
as otherwise provided by law, by this Restated Certificate of Incorporation or
by the resolution or resolutions of the Board of Directors providing for the
issuance of any series of Preferred Stock as aforesaid, the holders of
outstanding shares of Common Stock shall exclusively possess the voting power
for the election of directors of the Company and for all other purposes as
prescribed by applicable law, with each holder of record of shares of Common
Stock having voting power being entitled to one vote for each share of Common
Stock registered in his or its name on the books, registers and/or accounts of
the Company.
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FIFTH: Any action required or permitted to be taken by the
holders of the shares of Common Stock of the Company may be taken without a
meeting if, but only if, a consent or consents in writing, setting forth the
action as taken, are signed by the holders of not less than 66-2/3% (or such
greater percentage as may then be required by applicable law) in voting power of
the outstanding shares of Common Stock entitled to vote thereon.
Notwithstanding any other provisions of this Restated Certificate
of Incorporation (and notwithstanding the fact that a lesser percentage may
otherwise be specified by law), the affirmative vote of the holders of not less
than 66-2/3% in voting power of the outstanding shares of Common Stock of the
Company entitled to vote thereon shall be required to alter, amend, or repeal,
or adopt any provisions inconsistent with this paragraph FIFTH.
SIXTH: In addition to any affirmative vote required by law or
this Restated Certificate of Incorporation (and notwithstanding the fact that a
lesser percentage may be required by law), the affirmative vote of the holders
of not less than 66-2/3% in voting power of the outstanding shares of the Common
Stock of the Company entitled to vote thereon, shall be required for the
approval or authorization of (i) any merger, consolidation or similar
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business combination transaction involving the Company, pursuant to which the
Company is not the surviving or resulting corporation and/or the shares of
Common Stock of the Company are exchanged for or changed into other securities,
cash or other property, or any combination thereof, (ii) the adoption of any
plan or proposal for the liquidation, dissolution, winding up or reorganization
of the Company, and (iii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition of all or substantially all of the assets of the Company
and its subsidiaries (taken as a whole).
SEVENTH: A director of the Company shall not be personally liable
either to the Company or to any stockholder for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, or (ii) for acts or omissions
which are not taken or omitted to be taken in good faith or which involve
intentional misconduct or knowing violation of the law, or (iii) for any matter
in respect of which such director would be liable under Section 174 of Title 8
of the DGCL or any amendment or successor provision thereto, or (iv) for any
transaction from which the director shall have derived an improper personal
benefit. Neither the amendment nor the
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repeal of this paragraph SEVENTH nor the adoption of any provision of this
Restated Certificate of Incorporation inconsistent with this paragraph SEVENTH
shall eliminate or reduce the effect of this paragraph SEVENTH in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
paragraph SEVENTH, would accrue or arise prior to such amendment, repeal or
adoption of an inconsistent provision.
EIGHTH:
a. Foreign Ownership of Stock, etc.
(1) Notwithstanding anything to the contrary
contained in this Restated Certificate of Incorporation, it is the policy of the
Company that, consistent with applicable law, "Foreigners" (as hereinafter
defined) shall not own (whether of record or beneficially) or "Control" (as
hereinafter defined) in the aggregate more than the "Permitted Percentage" (as
hereinafter defined) of the shares of any class of capital stock of the Company
at any time outstanding, and the provisions contained in paragraphs b, c, and d
of this paragraph EIGHTH shall apply to the extent necessary to prevent the loss
by the Company (or any "Subsidiary" or "Controlled Person" (as hereinafter
defined)) of, or to reinstate, its right to be a "U.S. Maritime Company" (as
hereinafter defined).
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(2) The Board of Directors (or any duly
constituted committee thereof) is specifically authorized to make all such
reasonable determinations in accordance with applicable law and this Restated
Certificate of Incorporation to implement the provisions of this Article Eighth
prescribed below.
b. Restrictions on Issuance and Transfer. Any purported issuance
(including upon the exercise, conversion or exchange of any securities of the
Company) or transfer of any shares of any class of capital stock of the Company
that would result in the ownership by one or more Foreigners, in the aggregate,
of a percentage of the shares of such class of capital stock in excess of the
Permitted Percentage shall, to the fullest extent permitted by applicable law
(including, without limitation, U.S. Maritime Law and the DGCL) and for so long
as such excess exists, be ineffective as against the Company, and neither the
Company nor its transfer agent shall register such purported transfer or
issuance on the stock transfer records of the Company, and neither the Company
nor its transfer agent shall be required to recognize the purported transferee
or owner as a stockholder of the Company for any purpose whatsoever, except to
the extent necessary to effect a further transfer to a person who is not a
Foreigner and for purposes of
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effecting any remedy available to the Company, in each case consistent with the
policy and provisions of this Article EIGHTH.
c. No Voting Rights; Temporarily Withholding Payments of
Dividends and Other Distributions. If on any date (including any record date)
ownership by Foreigners (including ownership resulting from the exercise,
conversion or exchange of securities of the Company), in the aggregate, of the
outstanding capital stock of any class of the Company exceeds the Permitted
Percentage, the Company shall determine in the manner prescribed below which
shares owned by Foreigners constitute such excess (the "Excess Shares"), and the
Excess Shares shall (so long as such excess exists) not have any voting rights,
and the Company may (so long as such excess exists) temporarily withhold the
payment of dividends and the sharing in any other distribution (upon liquidation
or otherwise) in respect of the Excess Shares; provided, however, that any such
dividend or distribution shall be set aside for payment to the owners of the
Excess Shares when such excess no longer exists or such shares are no longer
owned by Foreigners. The determination of those shares that constitute Excess
Shares shall be made solely by reference to the date or dates on which such
shares were acquired by Foreigners (which, in the event such shares were
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<PAGE>
acquired upon the exercise, conversion or exchange of securities, shall be
deemed to be the date of such exercise, conversion or exchange), starting with
the most recent acquisition of shares of capital stock by a Foreigner and
including, in reverse chronological order of acquisition, all other acquisitions
of shares of capital stock by Foreigners from and after the acquisition of those
shares of capital stock by a Foreigner that first caused the Permitted
Percentage to be exceeded; provided, that, in the event that more than one
Foreigner shall have acquired shares on a particular day which results in there
being Excess Shares, then the aggregate Excess Shares so acquired on the same
day shall be attributed to all such Foreigners on a pro rata basis in proportion
to the respective number of shares purchased by each such Foreigner on such
date. The determination by the Company as to those shares that constitute Excess
Shares shall be determined by reference to bona fide records maintained by the
Company's transfer agent and shall be conclusive and binding in all respects.
d. Redemption of Stock. Excess Shares shall be subject to
redemption by the Company (by action of the Board of Directors, in its
discretion) to the extent necessary to reduce the aggregate number of shares of
such capital stock
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<PAGE>
owned by Foreigners to the Permitted Percentage. The terms and conditions of
such redemption shall be as follows:
(1) the per share redemption price to be paid for the
Excess Shares shall be the sum of (A) the Fair Market Value of such shares of
capital stock plus (b) an amount equal to the amount of any dividend or
distribution declared in respect of such shares prior to the date on which such
shares are called for redemption and which amount has been withheld by the
Company pursuant to paragraph c. of this Article Eighth;
(2) the redemption price shall be paid either in cash (by
bank or cashier's check) or by the issuance of Redemption Securities, as
determined by the Board of Directors, in its discretion;
(3) the Excess Shares to be redeemed shall be selected in
the same manner as provided in paragraph c. above and shall not exceed the
number necessary to reduce the percentage of shares of capital stock owned by
Foreigners, in the aggregate, to the Permitted Percentage; provide that the
Company may adjust upward to the nearest whole share the number of shares to be
redeemed so as not to be required to redeem or issue fractional shares; (4)
written notice of the date of redemption (the "Redemption Date") together with a
letter of
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transmittal to accompany certificates evidencing shares of stock which are
surrendered for redemption shall be given either by hand delivery or by
overnight courier service first class mail, postage prepaid, to each holder of
record of the selected shares to be redeemed, at such holder's last known
address as the same appears on the stock register of the Company (unless such
notice is waived in writing by any such holders) (the "Redemption Notice");
(5) the Redemption Date (for purposes of
determining right, title and interest in and to shares of capital stock being
selected for redemption) shall be the later of (A) the date specified as the
redemption date in the Redemption Notice given to record holders (which date
shall not be earlier than the date such notice is given) or (B) the date on
which the funds or Redemption Securities necessary to effect the redemption have
been irrevocably deposited in trust for the benefit of such record holders;
(6) each Redemption Notice shall specify (A)
the Redemption Date (as determined pursuant to clause (5) of this paragraph d.),
(B) the number of shares of capital stock to be redeemed from such holder (and
the certificate number(s) evidencing such shares), (C) the Redemption Price and
the manner of payment thereof, (D) the place were certificates for such shares
are to be surrendered for
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cancellation against the simultaneous payment of the Redemption Price, (E) any
instructions as to the endorsement or assignment for transfer of such
certificates and the completion of the accompanying letter of transmittal; and
(F) the fact that all right, title and interest in respect of the shares so
selected for redemption (including, without limitation, voting and dividend
rights) shall cease and terminate on the Redemption Date, except for the right
to receive the Redemption Price;
(7) from and after the Redemption Date, all
right, title and interest in respect of the shares selected for redemption
(including, without limitation, voting and dividend rights) shall cease and
terminate, such shares shall no longer be deemed to be outstanding (and may
either be retired or held by the Company as treasury stock) and the owners of
such shares shall thereafter be entitled only to receive the Redemption Price;
and
(8) upon surrender of the certificates for
any shares so redeemed in accordance with the requirements of the Redemption
Notice and accompanying letter of transmittal (and otherwise in proper form for
transfer as specified in the Redemption Notice), the owner of such shares shall
be entitled to payment of the Redemption Price. In case fewer than all the
shares represented by any such
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certificate are redeemed, a new certificate (or certificates) shall be issued
representing the shares not redeemed without cost to the holder thereof.
e. Dual Stock Certificate System and Other Actions. To effectuate
the provisions of this Article Eighth and to provide a method to enable the
Company reasonably to determine stock ownership or Control by Foreigners and
non-Foreigners, as the case may be, the Company and its duly authorized transfer
agent shall institute a Dual Stock Certificate System and shall maintain its
stock transfer records in a manner which permits the Company reasonably to
determine the percentage of capital stock of each class of the Company owned or
Controlled by Foreigners and owned or Controlled by Persons that are not
Foreigners.
Certificates evidencing shares of capital stock of any class of
the Company shall be marked on their face as either "foreign" (i.e., foreign
certificates) or "domestic" (i.e., domestic certificates), but shall, as to
form, be identical in all other respects. Shares of capital stock of any class
owned or Controlled by Foreigners shall be evidenced by foreign certificates,
and shares of stock owned or Controlled by Persons that are not Foreigners shall
be evidenced by domestic certificates. A certification (which
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may include as a part thereof a form of affidavit) upon which the Company and
its transfer agent shall be entitled to rely conclusively shall be required to
be submitted by each Person to whom or on whose behalf a certificate evidencing
shares of capital stock of the Company is to be issued (whether upon transfer or
original issuance) stating whether such Person or, if such Person is acting as
custodian, nominee, purchaser representative or in any other capacity for an
owner, whether such owner, is a Foreigner. Registration of transfer and issuance
of certificates evidencing shares of capital stock shall be denied upon the
refusal of any Person to furnish said certification. To the extent necessary to
enable the Company to determine the percentage of the outstanding capital stock
of any class owned or Controlled by Foreigners, or for the purpose of submitting
any proof of citizenship required by applicable law or by contract with the
United States government (or any agency or instrumentality thereof), the Company
may require that record holders and owners of shares of stock confirm their
citizenship (by submitting such documentary and other evidence thereof as the
Company (or its transfer agent) may reasonably require or request) and may, in
the discretion of the Board of Directors, temporarily withhold and deposit into
escrow dividends payable to, any such record holder and
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owner until adequate confirmation of citizenship is received. The Board of
Directors is authorized to take all such other ministerial acts and to make such
interpretations as it may deem necessary or advisable to effectuate the policy
and provisions of this Article Eighth.
f. Severability. Each provision of this Article EIGHTH is
intended to be severable from every other provision. If any one or more of the
provisions contained in this Article EIGHTH is held by a court or similar body
of competent jurisdiction to be invalid, illegal or unenforceable, the validity,
legality or enforceability of any other provision of this Article EIGHTH shall
not be affected, and this Article EIGHTH shall be construed as if the provisions
held to be invalid, illegal or unenforceable had never been contained therein.
g. Definitions.
(1) The term "Fair Market Value" shall mean
the average Market Price of one share of stock for the 30 consecutive trading
days next preceding the date of determination. The "Market Price" for a
particular day shall mean (i) the last reported sales price, regular way, or, in
case no sale takes place on such day, the average of the reported closing bid
and asked prices, regular way, in either case as reported on the New York Stock
Exchange, Inc.
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("NYSE") composite tape; and (ii) if the Common Stock is not then listed or
admitted to unlisted trading privileges on the NYSE, as reported on the
consolidated reporting system of the principal national securities exchange
(then registered as such pursuant to Section 6 of the Securities Exchange Act of
1934, as amended) on which the Common Stock is then listed or admitted to
unlisted trading privileges; and (iii) if the Common Stock is not then listed or
admitted to unlisted trading privileges on the NYSE or any national securities
exchange, as included for quotation through the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ") National Market System;
and (iv) if the Common Stock is not then listed or admitted to unlisted trading
privileges on the NYSE or on any national securities exchange, and is not then
included for quotation through the NASDAQ National Market System, (A) the
average of the closing "bid" and "asked" prices on such day in the
over-the-counter market as reported by NASDAQ or, (B) if "bid" and "asked"
prices for the Common Stock on such day shall not have been reported on NASDAQ,
the average of the "bid" and "asked" prices for such day as furnished by any
NYSE member firm regularly making a market in and for the Common Stock.
16
<PAGE>
If the Common Stock ceases to be publicly traded, the Fair Market
Value thereof shall mean the fair value of one share of Common Stock as
determined in good faith by the Board of Directors, which determination shall be
conclusive.
(2) "Subsidiary" shall mean any corporation more than 50%
of the outstanding stock of which is owned, directly or indirectly, by the
Company.
(3) "Foreigner" shall mean (a) any foreign government or
the representative thereof; (b) any corporation whose president, chief executive
officer (or equivalent position) or chairman of the board of directors, or
Person authorized to act in the absence or disability of any of them, is a
Foreigner, or of which more than a minority of its directors necessary to
constitute a quorum are Foreigners; (c) any corporation, partnership or
association which is not organized under the laws of the United States or of a
state, territory, district or possession thereof; (d) any corporation of which a
25% or greater interest is owned beneficially or of record, or may be voted by,
Persons who are Foreigners, or which by any other means whatsoever is Controlled
by or in which Control is permitted to be exercised by Persons who are
Foreigners; (e) any partnership, one or more of the general partners of which
are Foreigners, or any partnership or association of
17
<PAGE>
which a 25% or greater interest is owned beneficially or of record by Persons
who are Foreigners or which by any other means is Controlled by or in which
Control is permitted to be exercised by Foreigners; (f) any other Person not a
citizen of the United States as defined under applicable U.S. Maritime Law; or
(g) any Person who acts as representative of or fiduciary for any Person
described in clauses (a) through (f) above.
(4) "Permitted Percentage" shall mean 22.5% of the
outstanding shares of stock of any class of the Company; except that the Board
of Directors may increase the foregoing percentage by not more than 1.5% in the
event that the Board determines that a higher percentage is appropriate, in
which case "Permitted Percentage" shall mean such percentage as so increased.
(5) "Person" shall mean a natural person, individual,
partnership, corporation, joint venture, unincorporated business association,
trust or other entity.
(6) "Redemption Securities" shall mean interest bearing
promissory notes of the Company with a maturity of not more than 10 years from
the date of issue and bearing interest and having such other payment terms
designed to ensure, in the Company's determination, that the discounted present
value of such promissory notes at the
18
<PAGE>
date of issuance is substantially equivalent to the Redemption Price as if
paid in cash.
(7) "Control" (including all correlative derivations and
uses of such term) shall mean the possession, directly or indirectly, of the
power to vote with respect to, or direct or cause the direction of the
management and policies of, a Person, whether through the ownership of
securities, by contract or by any other means.
(8) "Controlled Person" means any Person of which the
Company or any Subsidiary, directly or indirectly, owns or Controls an interest
in excess of 25%.
(9) "U.S. Maritime Company" means any corporation or other
entity which, directly or indirectly, (i) owns or operates vessels in the United
States coastwise trade, inter-coastal trade, or non-contiguous domestic trade,
(ii) owns, charters, subcharters, or leases any vessel of which the costs of
construction, renovation, or reconstruction have been financed, in whole or in
part, by obligations insured, guaranteed or assumed under Title XI of the
Merchant Marine Act, 1936, as amended, (iii) conducts any activity, takes any
action, or receives any benefit that would be adversely affected under any
provision of the United States maritime, shipping, or vessel documentation laws
because of the ownership by Foreigners of its stock, or
19
<PAGE>
(iv) maintains a Capital Construction Fund under the provisions of Section 607
of the Merchant Marine Act, 1936, as amended.
(10) "U.S. Maritime Law" means the Merchant Marine Act,
1920, as amended, the Shipping Act, 1916, as amended, the Merchant Marine Act,
1936, as amended, and such other United States maritime, shipping and vessel
documentation laws, and any successor statutes thereto, requiring or relating to
the ownership or control by United States citizens of any class of capital stock
of the Company, together with the rules and regulations promulgated thereunder
and the practices of the governmental agencies enforcing, administering and
interpreting such laws, rules and regulations, all as the same may be
hereinafter amended or modified from time to time.
NINTH: The Board of Directors is expressly authorized to amend,
alter, change, adopt or repeal the By- Laws of the Company.
This Restated Certificate of Incorporation has been duly adopted
in accordance with the provisions of sections 242 and 245 of the DGCL, and has
been duly adopted by written consent of the stockholders of the Company in
accordance with the provisions of Section 228(a) of the DGCL. Written notice of
the filing of this Restated
20
<PAGE>
Certificate of Incorporation has been given to each nonconsenting stockholder in
accordance with Section 228(d) of the DGCL.
IN WITNESS WHEREOF, SEACOR Holdings, Inc., has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
Charles Fabrikant, its Chairman of Board of Directors, President and Chief
Executive Officer, and attested to by Randall Blank, its Executive Vice
President, Chief Financial Officer and Secretary, on this 7th day of December,
1992.
SEACOR HOLDINGS, INC.
By: /s/ Charles Fabrikant
----------------------------------
Name: Charles Fabrikant
Title: Chairman of the Board of
Directors, Chief Executive
Officer and President
Attest:
/s/ Randall Blank
- -------------------------------
Secretary
21
Exhibit 3.1 (b)
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
SEACOR HOLDINGS, INC.
THE UNDERSIGNED, being Charles Fabrikant, Chairman of the Board
of Directors, Chief Executive Officer and President of SEACOR Holdings, Inc., a
Delaware corporation (the "Company"), hereby certifies that:
FIRST: The name of the Company is SEACOR Holdings, Inc.
SECOND: The original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on November 7, 1989.
THIRD: This Certificate of Amendment (this "Certificate") has
been duly adopted in accordance with Section 242(b) of the General Corporation
Law of the State of Delaware, by special meeting of the Board of Directors of
the Company, and adopted by the stockholders in the manner and by the vote
prescribed by Section 242(b) of the General Corporation Law of the State of
Delaware. This Certificate amends and restates in its entirety Articles FIRST
and FOURTH of the Restated Certificate of Incorporation of the Company as
heretofore amended or restated.
FOURTH: Article FIRST of said Restated Certificate of
Incorporation is hereby amended as follows:
"FIRST: The name of the Company is:
"SEACOR SMIT Inc.""
FIFTH: Article FOURTH of said Restated Certificate of
Incorporation is hereby amended as follows:
"FOURTH: The total number of shares of all classes of capital
stock which the Company shall have authority to issue is 50,000,000 shares,
consisting of:
1
<PAGE>
(i) 10,000,000 shares of Preferred Stock, par value $.01 per
share, and
(ii) 40,000,000 shares of Common Stock, par value $.01 per
share.
Except as otherwise provided by law, the shares of capital stock
of the Company, regardless of class, may be issued by the Company from time to
time in such amounts, for such lawful consideration and for such corporate
purpose(s) as the Board of Directors may from time to time determine.
Shares of Preferred Stock may be issued from time to time in one
or more series of any number of shares as may be determined from time to time by
the Board of Directors; provided that the aggregate number of shares issued and
not cancelled of any and all such series shall not exceed the total number of
shares of Preferred Stock authorized by this paragraph FOURTH. Each series of
Preferred Stock shall be distinctly designated. The Board of Directors is hereby
expressly granted authority to fix, in the resolution or resolutions providing
for the issuance of a particular series of Preferred Stock, the voting powers,
if any, of each such series, and the designations, preferences and relative,
participating, optional and other special rights of each such series, and the
qualifications, limitations and restrictions thereof to the fullest extent now
or hereafter permitted by the Restated Certificate of Incorporation and the laws
of the State of Delaware.
Subject to the provisions of applicable law or of the Company's
ByLaws with respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to vote, and except
as otherwise provided by law, by this Restated Certificate of Incorporation or
by the resolution or resolutions of the Board of Directors providing for the
issuance of any series of Preferred Stock as aforesaid, the holders of
outstanding shares of Common Stock shall exclusively possess the voting power
for the election of directors of the Company and for all other purposes as
prescribed by applicable law, with each holder of record of shares of Common
Stock having voting power being entitled to one vote for each share of Common
Stock registered in his or its name on the books, registers and/or accounts of
the Company."
2
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate on this 1st day of May, 1997.
By: /s/ Charles Fabrikant
----------------------------------
Name: Charles Fabrikant
Title: Chairman of the Board,
Chief Executive Officer
and President
3
EXHIBIT 11.1
<TABLE>
<CAPTION>
SEACOR SMIT INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
Three Months Ended Three Months Ended
March 31, 1997 March 31, 1996
---------------------- ----------------------
<S> <C> <C>
EARNINGS PER COMMON SHARE - ASSUMING NO
DILUTION, AS ADJUSTED FOR COMMON
STOCK EQUIVALENTS (a)..........................................$ 2.03(a) $ .63(a)
======================= ========================
Weighted average shares outstanding............................... 13,925,248 9,831,100
Shares issuable from assumed conversion of
common stock equivalents (a).................................. 235,227 206,185
----------------------- ------------------------
Weighted average shares outstanding, as adjusted............ 14,160,475 10,037,285
======================= ========================
EARNINGS PER COMMON SHARE - ASSUMING FULL
DILUTION $ 1.79 $ .56
======================= ========================
Weighted average shares outstanding............................... 13,925,248 9,831,100
Shares issuable from assumed conversion of
common stock equivalents...................................... 236,912 237,923
Shares issuable from assumed conversion of
6.0% Convertible Subordinated Notes........................... - 2,156,083
Shares issuable from assumed conversion of
2.5% Convertible Subordinated Notes........................... - 156,650
Shares issuable from assumed conversion of
5-3/8% Convertible Subordinated Notes......................... 2,844,694 -
----------------------- ------------------------
Weighted average shares outstanding, as adjusted............ 17,006,854 12,381,756
======================= ========================
NET INCOME FOR EARNINGS PER COMMON
SHARE COMPUTATION :
Net income for earnings per common share
computation - assuming no dilution............................ $ 28,762 $ 6,323
Interest on 6.0% Convertible Subordinated Notes,
net of income tax effect.................................... - 539
Interest and debt discount on 2.5% Convertible
Subordinated Notes, net of income tax effect................ - 37
Interest on 5-3/8% Convertible Subordinated Notes,
net of income tax effect.................................... 1,693 -
----------------------- ------------------------
Net income for earnings per common share
computation - assuming full dilution.......................... $ 30,455 $ 6,899
======================= ========================
</TABLE>
(a) This computation is submitted in accordance with Regulation S-K item
601 (b)(11). For the periods noted, it is contrary to APB Opinion No.
15 as per footnote to paragraph 14 which does not require the inclusion
of common stock equivalents in the earnings per share calculation if
the dilutive effect is less than 3%.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial
information extracted from the financial
statements contained in the body of the
accompanying Form 10-Q and is qualified in its
entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 155,584
<SECURITIES> 0
<RECEIVABLES> 60,552
<ALLOWANCES> 580
<INVENTORY> 1,637
<CURRENT-ASSETS> 227,229
<PP&E> 515,683
<DEPRECIATION> 100,257
<TOTAL-ASSETS> 684,802
<CURRENT-LIABILITIES> 46,110
<BONDS> 216,981
0
0
<COMMON> 140
<OTHER-SE> 382,189
<TOTAL-LIABILITY-AND-EQUITY> 684,802
<SALES> 0
<TOTAL-REVENUES> 79,179
<CGS> 0
<TOTAL-COSTS> 495
<OTHER-EXPENSES> 35,349
<LOSS-PROVISION> 100
<INTEREST-EXPENSE> 2,792
<INCOME-PRETAX> 43,101
<INCOME-TAX> 14,882
<INCOME-CONTINUING> 28,762
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,762
<EPS-PRIMARY> 2.07
<EPS-DILUTED> 1.79
</TABLE>
