SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
Commission File Number 0-12289
SEACOR HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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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
(Address, including zip code and telephone number, including area
code, of registrant's principal executive office)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to his
Form 10-K. [X]
The aggregate market value of the voting stock of the registrant held by
non-affiliates as of March 10, 1997, was approximately $634,205,843. The total
number of shares of Common Stock issued and outstanding as of March 10, 1997,
was 13,929,842.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A within 120 days after the end of the Registrant's
last fiscal year is incorporated by reference into Items 10 through 13, Part III
of this Annual Report on Form 10-K.
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SEACOR HOLDINGS, INC.
FORM 10-K
TABLE OF CONTENTS
<TABLE>
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PART I
Page
<S> <C>
Item 1. Business................................................................................ 1
Offshore Marine Services................................................................ 2
Environmental Services.................................................................. 9
Employees............................................................................... 12
Glossary of Selected Industry Terms..................................................... 13
Item 2. Properties.............................................................................. 15
Item 3. Legal Proceedings....................................................................... 15
Item 4. Submission of Matters to a Vote of Security Holders..................................... 15
Item 4A. Executive Officers of the Registrant.................................................... 15
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters................... 17
Item 6. Selected Financial Data................................................................. 19
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Offshore Marine Services................................................................ 20
Environmental Services.................................................................. 24
Results of Operations................................................................... 26
Liquidity and Capital Resources......................................................... 30
Item 8. Financial Statements and Supplementary Data............................................. 34
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................................ 34
PART III
Item 10. Directors and Executive Officers of the Registrant...................................... 35
Item 11. Executive Compensation.................................................................. 35
Item 12. Security Ownership of Certain Beneficial Owners and Management.......................... 35
Item 13. Certain Relationships and Related Transactions.......................................... 35
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K........................ 36
</TABLE>
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When included in this Annual Report on Form 10-K 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' control.
These forward-looking statements speak only as of the date of this Annual
Report on Form 10-K. 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.
ITEM 1. BUSINESS
GENERAL
The Company is a major provider of offshore marine services to the oil
and gas exploration and production industry and is one of the leading
providers of oil spill response services to owners of tank vessels and
oil storage, processing and handling facilities. The Company operates a
diversified fleet of 327 vessels primarily dedicated to servicing
offshore oil and gas exploration and production facilities primarily, in
the U.S. Gulf of Mexico, offshore West Africa, the North Sea, the Far
East and Latin America. The Company's offshore service vessels deliver
cargo and personnel to offshore installations, handle anchors for
drilling rigs and other marine equipment, support offshore construction
and maintenance work and provide standby safety support. The Company also
furnishes vessels for special projects such as well stimulation, seismic
data gathering, freight hauling and line handling. In connection with its
offshore marine services, the Company through certain joint ventures also
offers logistics services for the offshore industry.
The Company's environmental services business principally provides
contractual oil spill response services to those who store, transport,
produce or handle petroleum and certain other non-petroleum oils as
required by the Oil Pollution Act of 1990, as amended ("OPA 90"), and
various state regulations. The Company's services, provided primarily
through its wholly owned subsidiary, National Response Corporation
("NRC"), include training for and supervision of activities in response
to oil spill emergencies and the maintenance of specialized equipment for
immediate deployment and spill response. NRC has acted as the principal
oil spill response contractor on several of the largest oil spills that
have occurred in the United States since the enactment of OPA 90.
SEACOR was incorporated in Delaware in December 1989 and conducts its
business principally through wholly owned subsidiaries, many of which
have been organized to facilitate vessel acquisitions and various
financing transactions in connection therewith and to satisfy foreign and
domestic vessel certification requirements.
Unless the context indicates otherwise, any reference in this Annual
Report on Form 10-K, to the "Company" refers to SEACOR Holdings, Inc. and
its consolidated subsidiaries and "SEACOR"
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refers to SEACOR Holdings, Inc. Certain industry terms used in the
description of the Company's business are defined or described under
"Glossary of Selected Industry Terms" appearing at the end of this Item
1.
OFFSHORE MARINE SERVICES
GEOGRAPHIC MARKETS SERVED
The operations of the Company's offshore marine services business are
concentrated in five geographic markets: the United States (principally,
the U.S. Gulf of Mexico), offshore West Africa, the North Sea, the Far
East and Latin America. The table below sets forth, at the dates
indicated, the number of vessels operated directly by the Company or
through its joint ventures and pooling arrangements in each geographic
market. Prior to 1996, the information contained in the table has been
restated to include vessels purchased in the McCall Transaction
(described below under "Recent Acquisitions").
<TABLE>
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At December 31, At March 1,
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Geographic Market 1994 1995 1996 (1) 1997 (2)
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<S> <C> <C> <C> <C>
Domestic................................... 79 194 175 (3) 198 (3)
---------------- ---------------- ---------------- ----------------
Foreign:
Offshore West Africa................... 20 27 34 34
North Sea.............................. 11 15 34 34
Far East............................... - - 19 19
Latin America.......................... 10 10 12 17
Other (4).............................. 4 3 12 12
---------------- ---------------- ---------------- ----------------
Total Foreign....................... 45 55 111 116
---------------- ---------------- ---------------- ----------------
Total Fleet ..................... 124 249 286 314
================ ================ ================ ================
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<FN>
(1) Includes 45 vessels acquired pursuant to the Smit Transaction (described
below under "Recent Acquisitions").
(2) The increase following December 31, 1996 primarily relates to the Galaxie
Transaction (described below under "Recent Acquisitions").
(3) Excludes 13 oil spill response vessels.
(4) Includes vessels operating primarily in the Middle East and the
Mediterranean.
</FN>
</TABLE>
DOMESTIC. The Company is a major provider of offshore marine services to
the oil and gas exploration and production industry that operates
primarily in the U.S. Gulf of Mexico. Exploration activity, including
recent trends to drill in deeper water in the U.S. Gulf of Mexico, is
generally supported by larger supply, towing supply and anchor handling
towing supply vessels. At December 31, 1996, the Company operated 32 of
approximately 300 of these larger vessels currently in the U.S. Gulf of
Mexico. Production activity is supported by similar vessels as well as
smaller crew and utility vessels. At December 31, 1996, the Company
operated 137 of approximately 400 estimated crew and utility vessels in
the U.S. Gulf of Mexico. The Company also operated six specially equipped
vessels for customers who provide well stimulation, seismic data
gathering and freight services from shore bases primarily in the U.S.
Gulf of Mexico region.
Exploration and drilling activity in the U.S. Gulf of Mexico, which
affects the demand for vessels, is largely a function of the short-term
and long-term trends in the levels of oil and gas prices. Demand for
vessels in the U.S. Gulf of Mexico has increased recently due to
increased drilling activity associated with natural gas exploration and
production, deepwater drilling and rig workover projects. There can be no
assurance that this trend will continue.
OFFSHORE WEST AFRICA. The Company is one of the largest operators serving
the West African coast. At December 31, 1996, the Company owned 32 and
chartered-in two vessels of the
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approximately 190 offshore support vessels working in this market. The
number of operators is more concentrated in this market as compared to
the U.S. Gulf of Mexico in that five companies operate almost 90% of the
vessels currently active in the region.
The need for offshore support vessels in this market is primarily
dependent upon multi-year offshore oil and gas exploration and
development projects and production support. The demand for vessels
offshore West Africa has increased over the past year. However, the
region is highly dependent on the level of activity in Nigeria, and
recent political developments could have an adverse effect on exploration
and development activity, which in turn would adversely impact the
Company's operations in this market.
NORTH SEA. The Company provides standby safety, supply, towing supply and
anchor handling towing supply services to customers in the North Sea.
At December 31, 1996, there were approximately 150 vessels certified to
provide standby safety services in the North Sea and the Company owns and
operates 10 of these vessels. Twelve additional standby safety vessels
are marketed by the Company or its managing agent under pooling
arrangements with U.K. companies. See "Joint Ventures and Pooling
Arrangements." Demand in this market for standby safety service developed
in 1992 after the United Kingdom promulgated increased safety legislation
requiring offshore operations to maintain standby safety vessels. The
legislation generally requires a vessel to "stand by" to provide a means
of evacuation and rescue for platform and rig personnel in the event of
an emergency at an offshore installation. The Company believes that it
was one of the first companies to convert its existing vessels for use as
standby safety service vessels. Demand for standby safety vessels in the
North Sea declined steadily over the last two years as drilling activity
was scaled back due to a decline in oil prices, tax law changes and a
surplus of certified vessels. Since mid-1995, however, demand has
improved with increased exploration activity, stimulated in part by
updated exploration technology and the development of new drilling areas
west of the Shetland Islands. There can be no assurance, however, that
this trend will continue.
The Smit Transaction (described below under "Recent Acquisitions") has
allowed the Company to expand its North Sea operations, and at December
31, 1996, 12 of the approximately 185 offshore support vessels working in
this market were owned by the Company. Seven vessels are working on the
Netherlands' Continental Shelf and five are operating in the U.K. sector
of the North Sea. In 1997, drilling activity in the North Sea is
forecasted to increase and 85 mobile drilling rigs are projected to
operate near capacity. Presently, there are 20 offshore support vessels
under construction in Norway that are expected to add significant vessel
capacity to the North Sea market between April 1997 and November 1998. It
is not certain if these new vessels will negatively affect existing rates
per day worked and utilization in the North Sea or possibly stimulate the
migration of older offshore support vessels to other regions.
FAR EAST. At December 31, 1996, the Company operated 13 anchor handling
towing supply and five towing supply vessels, and one seismic data
gathering vessel in this region, of which ten were owned by joint venture
corporations. At December 31, 1996, there were approximately 275 offshore
support vessels owned by ten companies supporting both exploration and
production activities in approximately 16 countries in the Far East.
Exploration activity, occurring in both shallow and deep water areas, has
been increasing and continued improvement is expected. At present,
vessels with high horsepower or vessels capable of assisting with
offshore construction
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are in high demand. Production activity has improved and, although there
can be no assurance, demand for smaller offshore marine service vessels
as operated by the Company in the U.S. Gulf of Mexico is anticipated to
increase.
LATIN AMERICA. The Company provides offshore marine services in Latin
America for both exploration and production activities. At December 31,
1996, nine of the Company's 12 vessels operating in this region worked in
Mexico, and the remaining three vessels worked in the Caribbean and
Trinidad. At December 31, 1996, there were approximately 80 offshore
support vessels operated in Mexico. All of the Company's vessels working
in Mexico were owned and operated by a joint venture with TMM. See "Joint
Ventures and Pooling Arrangements."
While operating conditions in Mexico are, in many respects, similar to
those in the U.S. Gulf of Mexico, demand for offshore support vessels in
Mexico historically has been affected to a significant degree by Mexican
government policies, particularly those relating to Petroleos Mexicanos
("PEMEX"), the Mexican national oil company. Offshore exploration and
production activity has been down for most of the past year as a result
of political and fiscal changes. Although there can be no assurance, the
Company anticipates that these changes will result in increased
exploration and production maintenance activity in future periods.
FLEET
The offshore marine service industry supplies vessels to owners and
operators of offshore drilling rigs and production platforms. Two of the
largest groups of offshore support vessels which the Company operates are
crew boats which transport personnel and small loads of cargo when
expedited deliveries are required and utility boats which support
offshore production by delivering general cargo and facilitating infield
transportation of personnel and materials. Two other significant classes
of vessels operated by the Company are towing supply and anchor handling
towing supply vessels. These vessels have more powerful engines, a deck
mounted winch and are capable of towing and positioning offshore drilling
rigs as well as providing supply vessel services. The Company also
operates supply vessels, which transport drill pipe, drilling fluids and
construction materials, special service vessels which include well
stimulation, seismic data gathering, line handling, freight, oil spill
response and standby safety vessels. As of December 31, 1996, the average
age of the Company's owned offshore marine fleet was approximately 14.1
years.
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The following table sets forth, at the dates indicated, certain summary
fleet information for the Company. For a description of these types of
vessels, see "Glossary of Selected Industry Terms" at the end of this
Item 1. Prior to 1996, the information contained in the table has been
restated to include vessels purchased in the McCall Transaction
(described below under "Recent Acquisitions").
<TABLE>
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At December 31, At March 1,
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Type of Vessels 1994 1995 1996(1) 1997(2)
- --------------------------------------------- ------------- ------------- -------------- ----------------
<S> <C> <C> <C> <C>
Crew....................................... 38 77 77 81
Supply and Towing Supply................... 46 52 70 79
Utility and Line Handling.................. 9 86 70 89
Anchor Handling Towing Supply.............. 11 10 37 38
Standby Safety............................. 11 15 22 22
Geophysical, Freight and Other............. 9 9 10 5
------------- ------------- -------------- ----------------
Total Fleet................................ 124 249 286 314(3)
============= ============= ============== ================
<FN>
------------
(1) Includes 45 vessels acquired pursuant to the Smit Transaction (described
below under "Recent Acquisitions").
(2) The increase following December 31, 1996 primarily relates to the Galaxie
Transaction (described below under "Recent Acquisitions").
(3) Excludes 13 oil spill response but includes 265 offshore marine service
vessels owned by the Company and 49 offshore marine service vessels that
are not owned by the Company. Of the 49 offshore marine service vessels
that are not Company owned, 35 are owned by joint venture corporations in
which the Company has an equity interest, 12 are operated under pooling
arrangements with Company owned vessels, and two are bareboat or time
chartered-in by the Company for use in its operations.
</FN>
</TABLE>
The Company has added 227 vessels to its fleet through acquisition
transactions, including 127 vessels in a 1995 transaction (the "Graham
Transaction") with John E. Graham & Sons and certain of its affiliated
companies (collectively "Graham") and an additional 100 vessels pursuant
to certain transactions described below under "Recent Acquisitions."
Furthermore, the Company actively monitors opportunities to buy and sell
vessels that will maximize the overall utility and flexibility of its
fleet structure. During 1996, the Company sold 20 vessels, including 16
utility and four supply, and subsequent to December 31, 1996, the Company
sold seven vessels, including three utility, two crew, one towing supply
and one supply.
RECENT ACQUISITIONS
GALAXIE TRANSACTION. On January 3, 1997, the Company acquired, among
other assets, 24 vessels sold by Galaxie Marine Service, Inc., Moonmaid
Marine, Inc., Waveland Marine Service, Inc. and Triangle Marine, Inc.
(collectively, "Galaxie") that primarily serve the oil and gas industry
in the U.S. Gulf of Mexico and entered into a contract for the
construction of an additional vessel (the "Galaxie Transaction").
SMIT TRANSACTION. On December 19, 1996, the Company acquired, among other
assets, a 100% interest in 24 vessels sold by Smit Internationale N.V., a
Netherlands corporation, and certain of its subsidiaries (collectively,
"Smit"), a 50% interest in nine vessels sold by Smit directly and Smit's
interest in joint ventures that own and operate 12 vessels which vessels,
in the aggregate, primarily served the North Sea, Far East, offshore West
Africa, the Middle East, the Mediterranean and Latin America (the "Smit
Transaction"). See "Joint Ventures and Pooling Arrangements." In
addition, pursuant to the Smit Transaction, the Company entered into
lease purchase agreements with Smit relating to two vessels and signed a
letter of intent providing for the Company to acquire an additional four
vessels that are owned by a Malaysian joint venture in which Smit has an
interest (the "Malaysian Purchase"). The terms of the Malaysian Purchase
are preliminary in nature and there can be no assurance that any
definitive transaction documentation will be entered into or, if entered
into, that the Malaysian Purchase will be consummated.
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CNN TRANSACTION. On July 3, 1996, the Company acquired from Compagnie
Nationale de Navigation, a French corporation ("CNN"), six vessels (the
"1996 CNN Transaction").
MCCALL TRANSACTION. On May 31, 1996, the Company acquired McCall
Enterprises, Inc. and its affiliated companies (the "McCall Companies"),
which operated 36 crew boats and five utility boats that primarily served
the oil and gas industry in the U.S. Gulf of Mexico (the "McCall
Transaction").
NEW VESSEL CONSTRUCTION. The Company has committed to build vessels over
the next two years and has entered into a Memorandum of Understanding,
dated September 25, 1996, with Transportacion Maritima Mexicana S.A. de
C.V., a Mexican corporation ("TMM"), relating to construction of several
vessels.
JOINT VENTURES AND POOLING ARRANGEMENTS
The Company has formed or acquired interests in joint ventures and
entered into pooling arrangements with various third parties to enter new
markets, enhance its marketing capabilities and facilitate operations in
certain foreign markets. These arrangements allow the Company to expand
its fleet and minimize the risks and capital outlays associated with
independent fleet expansion. The principal joint venture and pooling
arrangements in which the Company participates are described below:
VEESEA JOINT VENTURE. Standby safety vessels operated by the Company in
the North Sea are owned by a subsidiary of the Company, VEESEA Holdings,
Inc. ("VEESEA Holdings") and its subsidiaries (collectively, "VEESEA").
All standby safety vessels operated by the Company in the North Sea are
managed under an arrangement with Vector Offshore Limited, a U.K. company
("Vector"), which owns a 9% interest in VEESEA Holdings (the "Veesea
Joint Venture"). The Company's joint venture arrangement with Vector
enabled it to enter a niche market using local management and an existing
infrastructure. The number of standby safety vessels owned by the Company
has grown from one vessel in December 1991 to ten vessels in service
today.
SEAVEC POOL. In January 1995, the Company entered into a pooling
arrangement with Toisa Ltd., a U.K. offshore marine transportation and
services company ("Toisa"). Under this pooling arrangement (the "SEAVEC
Pool"), the Company and Toisa jointly market their standby safety vessels
in the North Sea market, with operating revenues pooled and allocated to
the respective companies pursuant to a formula based on the class of
vessels each company contributes to the pool. The SEAVEC Pool currently
markets 15 vessels.
SAINT FLEET POOL. In November 1996, Vector entered into bareboat charters
for seven standby safety vessels which provide for VEESEA Holdings,
Toisa, and the owners of the vessels to share in net operating profits
after certain adjustments for maintenance and management expenses (the
"Saint Fleet Pool"). Vector assumed management control of these vessels
in December 1996 and will market the vessels in coordination with the
SEAVEC Pool.
TMM JOINT VENTURE. During 1994, the Company and TMM organized a joint
venture to serve the Mexican offshore market (the "TMM Joint Venture").
The TMM Joint Venture is comprised of two corporations, Maritima
Mexicana, S.A. and SEAMEX International, Ltd., in each of which the
Company owns a 40% equity interest. The TMM Joint Venture has enabled the
Company to
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expand into a new market contiguous to the U.S. Gulf of Mexico and has
provided greater marketing flexibility for the Company's fleet in the
region.
SMIT JOINT VENTURES. Pursuant to the Smit Transaction, the Company
acquired certain joint venture interests owned by Smit (the "Smit Joint
Ventures") which increased the Company's presence in international
markets. The vessel owning Smit Joint Ventures in which the Company owns
a 50% or less equity interest include 21 vessels currently operated in
the Far East, Latin America, the Middle East, the Mediterranean and
offshore West Africa.
CUSTOMERS
The Company offers offshore marine services to over 100 customers who are
primarily major integrated oil companies and large independent oil and
gas exploration and production companies. The Company has enjoyed
long-standing relationships with several of its customers with whom the
Company has sought to establish alliances. The percentage of revenues
attributable to an individual customer varies from time to time,
depending on the level of oil and gas exploration undertaken by a
particular customer, the suitability of the Company's vessels for the
customer's projects and other factors, many of which are beyond the
Company's control. For the fiscal year ended December 31, 1996,
approximately 13% of the Company's marine operating revenues was received
from Mobil Oil Corporation.
CHARTER TERMS
Customers for offshore vessels generally award charters based on
suitability and availability of equipment, price and reputation for
quality service and duration of employment. Charter terms may vary from
several days to several years.
COMPETITION
The offshore marine services industry is highly competitive. In addition
to price, service and reputation, the principal competitive factors for
offshore supply fleets include the existence of national flag preference,
operating conditions and intended use (all of which determine the
suitability of vessel types), complexity of maintaining logistical
support and the cost of transferring equipment from one market to
another.
Although there are many suppliers of marine offshore services, management
believes there is only one company, Tidewater, Inc., which operates in
all geographic markets and has a substantial percentage of the domestic
and foreign offshore marine market in relation to that of the Company and
its other competitors.
GOVERNMENT REGULATION
DOMESTIC REGULATION. The Company's operations are subject to significant
federal, state and local regulations, as well as international
conventions. The Company's domestically registered vessels are subject to
the jurisdiction of the United States Coast Guard (the "Coast Guard"),
the National Transportation Safety Board, the U.S. Customs Service and
the U.S. Maritime Administration, as well as subject to rules of private
industry organizations such as the American Bureau of Shipping. These
agencies and organizations establish safety standards, are authorized
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to investigate vessels and accidents and to recommend improved maritime
safety standards. Moreover, to ensure compliance with applicable safety
regulations, the Coast Guard is authorized to inspect vessels at will.
The Company is also subject to the Shipping Act, 1916, as amended (the
"Shipping Act") and the Merchant Marine Act of 1920, as amended (the
"1920 Act," and together with the Shipping Act, the "Acts") which govern,
among other things, the ownership and operation of vessels used to carry
cargo between U.S. ports. The Acts require that vessels engaged in the
U.S. coastwise trade be owned by U.S. citizens and built in the United
States. For a corporation engaged in the U.S. coastwise trade to be
deemed a citizen of the U.S., (a) the corporation must be organized under
the laws of the U.S. or of a state, territory or possession thereof, (b)
each of the president or other chief executive officer and the chairman
of the board of directors of such corporation must be U.S. citizens, (c)
no more than a minority of the number of directors of such corporation
necessary to constitute a quorum for the transaction of business can be
non-U.S. citizens and (d) at least 75% of the interest in such
corporation must be owned by U.S. "Citizens" (as defined in the Acts).
Should the Company fail to comply with the U.S. citizenship requirements
of the Acts, it would be prohibited from operating its vessels in the
U.S. coastwise trade during the period of such non-compliance.
To facilitate compliance with the Acts, the Company's Restated
Certificate of Incorporation: (i) contains provisions limiting the
aggregate percentage ownership by Foreigners of any class of the
Company's capital stock (including the Common Stock) to 22.5% of the
outstanding shares of each such class to ensure that such foreign
ownership will not exceed the maximum percentage permitted by applicable
maritime law (presently 25.0%), and authorizes the Board of Directors,
under certain circumstances, to increase the foregoing percentage to
24.0%, (ii) requires institution of a dual stock certification system to
help determine such ownership and (iii) permits the Board of Directors to
make such determinations as reasonably may be necessary to ascertain such
ownership and implement such limitations. In addition, the Company's
Amended and Restated By-laws provide that the number of foreign directors
shall not exceed a minority of the number necessary to constitute a
quorum for the transaction of business and restrict any officer who is
not a U.S. citizen from acting in the absence or disability of the
Chairman of the Board of Directors and Chief Executive Officer and the
President, all of whom must be U.S. citizens. At March 3, 1997,
approximately 5.3% of the outstanding shares of Common Stock of the
Company was owned by foreigners without giving effect to conversion of
the Smit Convertible Notes (described below) and the Convertible Notes
(described below). See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Offshore Marine Services" and "-
Liquidity and Capital Resources."
FOREIGN REGULATION. The Company, through its subsidiaries, joint ventures
and pooling arrangements, operates vessels registered in the following
foreign jurisdictions: St. Vincent and the Grenadines, Vanuatu, Hong
Kong, the Cayman Islands, France, Chile, Egypt, the Netherlands, Bahamas,
Greece, and Mexico. The Company's vessels registered in these
jurisdictions are subject to the laws of the applicable jurisdiction as
to ownership, registration, manning and safety of vessels. In addition,
the vessels are subject to the requirements of a number of international
conventions to which the jurisdiction (where the vessels are registered)
are parties. Among the more significant of these conventions are: (i) the
1978 Protocol Relating to the International Convention for the Prevention
of Pollution from Ships; (ii) the International Convention on the Safety
of Life at Sea, 1974 and 1978 Protocol; and (iii) the International
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Convention on Standards of Training, Certification and Watchkeeping for
Seafarers, 1978. The Company believes that its vessels registered in
these foreign jurisdictions are in compliance with all applicable
material regulations and have all licenses necessary to conduct their
business. In addition, vessels operated as standby safety vessels in the
North Sea are subject to the requirements of the Department of Transport
of the U.K. pursuant to the U.K. Safety Act.
ENVIRONMENTAL REGULATION. The Company's vessels routinely transport
diesel fuel to offshore rigs and platforms and carry diesel fuel for
their own use, transport certain bulk chemical materials used in drilling
activities, transport rig-generated wastes to shore for delivery to waste
disposal contractors, and transport liquid mud which contains oil and oil
by-products. These operations are subject to a variety of federal and
analogous state statutes concerning matters of environmental protection.
Statutes and regulations that govern the discharge of oil and other
pollutants onto navigable waters include OPA 90 and the Clean Water Act
of 1972, as amended (the "Clean Water Act"). The Clean Water Act imposes
substantial potential liability for the costs of remediating releases of
petroleum and other substances in reportable quantities. State laws
analogous to the Clean Water Act also specifically address the accidental
release of petroleum in reportable quantities.
Although OPA 90, which amended the Clean Water Act, increased the limits
on liability for oil discharges at sea, such limits do not apply in
certain listed circumstances. In addition, some states have enacted
legislation providing for unlimited liability under state law for oil
spills occurring within their boundaries. Other environmental statutes
and regulations governing Company operations include, among other things,
the Resource Conservation and Recovery Act, as amended, which regulates
the generation, transportation, storage and disposal of on-shore
hazardous and non-hazardous wastes; the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, which imposes
strict, joint and several liability for the costs of remediating
historical environmental contamination; and the Outer Continental Shelf
Lands Act, as amended ("OCSLA"), which regulates oil and gas exploration
and production activities on the Outer Continental Shelf.
OCSLA provides the federal government with broad discretion in regulating
the leasing of offshore resources for the production of oil and gas.
Because the Company's operations rely on offshore oil and gas exploration
and production, the government's exercise of OCSLA authority to restrict
the availability of offshore oil and gas leases could have a material
adverse effect on the Company's financial condition and results of
operations.
In addition to these federal laws, state and local laws and regulations
and certain international treaties to which the U.S. is a signatory, such
as MARPOL 73/78, subject the Company to various requirements governing
waste disposal and water and air pollution.
ENVIRONMENTAL SERVICES
MARKET
The Company's environmental services business is operated primarily
through NRC and 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. The market for marine spill
response retainer services has grown substantially since 1990 when the
United States Congress passed
9
<PAGE>
OPA 90 after the Exxon Valdez spill in Alaska. OPA 90 requires that all
tank vessels operating within the Exclusive Economic Zone of the United
States and all facilities and pipelines handling oil that could have a
spill impacting the navigable waters of the United States, develop a plan
to respond to a "worst case" oil spill and ensure by contract or other
approved means the ability to respond to such a spill.
EQUIPMENT AND SERVICES
OIL SPILL RESPONSE SERVICES. The Company owns and maintains specialized
equipment which is positioned in designated areas to comply with
regulations promulgated by the Coast Guard, and also has personnel
trained to respond to oil spills as required by customers and
regulations. This specialized oil spill response equipment includes
containment boom, used to protect sensitive areas and also to trap oil in
areas where it can be recovered, pumps, vacuum transfer units, skimmers,
portable barges, mobile command centers equipped with field
communications capability, small boats for deploying boom and barges and
utility vessels outfitted with skimming equipment to recover oil.
When an oil spill occurs, the Company mobilizes this equipment, using
either its own personnel or personnel under contract, to provide
emergency response services for both land and marine oil spills. This
equipment is also used by the Company to offer industrial maintenance
services. The Company currently has agreements with approximately 50
independent oil spill response contractors through a network organized by
the Company. The network is assisted by NRC's regional offices in Texas,
Florida, Tennessee and Puerto Rico, and by NRC's access to the Company's
operating bases and offshore marine vessels in the U.S. Gulf of Mexico.
NRC maintains constant contact with its network members through client
drills, training sessions, standby services and actual oil spill
responses. The drills are mandated by OPA 90 and ensure a constant state
of response readiness. NRC has acted as the principal contractor on
several of the largest oil spills that have occurred in the United States
after the enactment of OPA 90.
NRC has expanded its coverage area to include the West Coast of the
United States through Clean Pacific Alliance ("CPA"), a joint venture
between NRC and Crowley Marine Services. CPA has established dedicated
oil spill response capabilities including two response vessels, response
depots, a contractually available Marine Response Network and a client
service center.
The table below sets forth certain summary information regarding the
Company's oil spill response resources at December 31, 1996 and March 1,
1997.
<TABLE>
<CAPTION>
At December 31, 1996 At March 1, 1997
------------------------------------------------------------------
<S> <C> <C>
Certified Oil Spill Response
Vessels(1)...................... 15 15
Support Vessels.................... 187 210(2)
Shallow Water Recovery Barges...... 58 58
Mobile Trailers.................... 141 144
Vacuum Transfer Units.............. 38 38
Mobile Communications Centers...... 3 3
Containment Boom................... 152,000 ft 152,000 ft
Skimming Capacity.................. 804,939 bbls/day 804,839 bbls/day
Temporary Storage.................. 183,563 bbls 184,063 bbls
<FN>
-----------
(1) Includes 11 vessels owned by the Company's environmental subsidiaries,
two vessels owned by the Company's marine subsidiaries (also included in
the marine fleet statistics) and two vessels which are bareboat
chartered-in. The table does not include resources owned by the Company's
network of independent response contractors.
(2) Includes 12 twenty-eight foot boom handling vessels and 198 vessels
operated in the U.S. Gulf of Mexico by the Company's marine subsidiaries,
of which four have been outfitted with oil spill response equipment.
</FN>
</TABLE>
10
<PAGE>
TRAINING AND DRILL SERVICES. The Company has developed customized
training programs for industrial companies which educate personnel on the
risks associated with and the prevention of and response to marine and
non-marine oil spills. The Company also plans for and participates in
customer oil spill response drill programs. The Company's drill services
and training programs are offered both on a stand-alone basis and as part
of its base retainer services.
INTERNATIONAL. The Company has also established International Response
Corporation ("IRC"), a wholly owned subsidiary, to evaluate international
opportunities with respect to its environmental services business. IRC is
currently providing consulting services in connection with oil spill
response, pollution control, and the evaluation of the feasibility of
constructing waste oil, waste water and sludge reception facilities in
Asia.
CUSTOMERS AND CONTRACT ARRANGEMENTS
The Company offers its retainer services and oil spill response services
primarily to the domestic and international shipping community, including
dry cargo vessel owners and owners of facilities such as refineries,
pipelines, exploration and production platforms and tank terminals. In
addition to its retainer customers, the Company also provides oil spill
response services to others, including, under certain circumstances, the
Coast Guard. The Company presently has approximately 325 customers and
provides retainer coverage to approximately 1,750 self-propelled vessels,
1,000 barges and 250 facilities. The Company's retainer arrangements with
these customers include both short-term contracts (one year or less) and
long-term agreements, in some cases as long as seven years from
inception. At December 31, 1996, Coastal Refining and Marketing, Inc.
("Coastal") and Sun Oil, NRC's two largest customers, accounted for
approximately 24% and 12%, respectively, of NRC's retainer revenues.
The Company also generates revenue from the supervision of activities in
response to oil spill emergencies. The Company's environmental services
revenue can be dramatically impacted by the level of spill activity. A
single large spill can contribute significantly to overall revenues and
to operating income. However, the Company is unable to predict revenues
from oil spills.
COMPETITION
The principal competitive factors in the environmental response business
are price, service, reputation, experience and operating capabilities.
Management believes that the lack of uniformity of regulatory development
and enforcement on a federal and state level has created a lower barrier
to entry in several market segments which has increased the number of
competitors. NRC faces competition primarily from the Marine Spill
Response Corporation, a non-profit corporation funded by the major
integrated oil companies, other industry cooperatives and also from
smaller contractors who target specific market niches.
GOVERNMENT REGULATION
NRC is a "classified" Oil Spill Removal Organization ("OSRO"). The Coast
Guard classifies OSROs based on their overall resource capability to
respond to various types and sizes of oil spills in different operating
environments such as rivers/canals, inland waters and oceans (separated
into nearshore, offshore and open ocean areas). In November 1993, NRC
received
11
<PAGE>
classification as a Level "E" OSRO, the most advanced level of OSRO
classification. The Coast Guard may review NRC's classification at any
time, based on NRC's performance of its response and clean-up activities
and may, under certain circumstances, amend or revoke such
classification. In September 1995, the Coast Guard proposed revised
guidelines for classifying OSROs and, on December 28, 1995, the revised
OSRO guidelines were published. Significant revisions include
geographic-specific classifications, a requirement to ensure the
availability of non-dedicated resources in quantities twice what is
required of dedicated resources, proof of subcontractor support and more
stringent oversight by the Coast Guard. NRC's "E" classification under
the original program has expired. NRC has reapplied for new
classification under the revised guidelines and has received an interim
classification as of December 24, 1996. The Coast Guard must verify the
information in the application, and there can be no assurance that NRC
will receive a final classification or a final classification equivalent
to its current classification.
In addition to the Coast Guard, the Environmental Protection Agency, the
Office of Pipeline Safety, the Minerals Management Service division of
the Department of Interior and individual states regulate vessels,
facilities and pipelines in accordance with the requirements of OPA 90 or
under analogous state law. There is currently little uniformity among the
regulations issued by these agencies.
When responding to third-party oil spills, the Company enjoys federal,
and in some states, state immunity from imposition of liability for any
spills that result from the Company's response efforts, except if the
Company is found to be grossly negligent or to have engaged in willful
misconduct or if the Company was not engaged in response activities. NRC
maintains insurance coverage against such claims arising from its
response operations. It considers the limits of liability adequate,
although there can be no assurance that such coverage will be sufficient
to cover future claims which may arise.
EMPLOYEES
As of December 31, 1996, the Company directly employed approximately
1,600 persons, which included 1,445 operating personnel and 155
corporate, administrative and management personnel. West Africa Offshore,
Ltd., a Nigerian corporation in which the Company owns a 40% equity
interest, manages the Company vessels operating in Nigeria and employs
approximately 250 persons. The Company has, on occasion, experienced work
stoppages at its facilities in Nigeria. Although there can be no
assurance that such stoppages will not recur, the Company does not
presently anticipate recurrences and, should they recur, there can be no
assurance that the effect would not have a material adverse effect on the
Company's financial condition and results of operations. The operating
personnel for the Company's North Sea standby safety vessels,
approximately 250 at December 31, 1996, were provided by Celtic Pacific
Ship Management Overseas, Ltd. ("Celtic"). At December 31, 1996,
operating personnel provided to the Company pursuant to Ship Management
Agreements with Smit approximated 140. FISH, the managing agent for the
Company's vessels operating offshore West Africa and in the Arabian Gulf,
employ 17 administrative and management personnel as of December 31,
1996.
12
<PAGE>
GLOSSARY OF SELECTED INDUSTRY TERMS
ANCHOR HANDLING TOWING SUPPLY VESSELS. Anchor handling towing supply
vessels are equipped with winches capable of towing drilling rigs and
lifting and positioning their anchors and other marine equipment. They
range in size and capacity and are usually characterized in terms of
horsepower and towing capacity. For Gulf of Mexico service, anchor
handling towing supply vessels typically require 6,000 horsepower or more
to position and service semi-submersible rigs drilling in deep water
areas.
BAREBOAT CHARTER. This is a lease arrangement under which the lessee
(charterer) is responsible for all crewing, insurance and operating
expenses, as well as the payment of bareboat charter hire to the vessel
owner.
CREW BOATS. Crew boats transport personnel and cargo to and from
production platforms and rigs. Older crew boats, early 1980's built, are
generally 100 to 110 ft. in length and are generally designed for speed
to transport personnel. Newer crew boat designs are generally larger, 130
to 160 ft. in length, and have greater cargo carrying capacities. They
are used primarily to transport cargo on a time sensitive basis.
FREIGHT VESSELS. Freight vessels have a substantial amount of clear deck
space for cargo and adequate stability to handle tiers of containers or
overdimensional cargo. Speed and fuel consumption are also important
factors in this vessel category.
LINE HANDLING VESSELS. Line handling vessels are outfitted with special
equipment to assist tankers while they are loading at single buoy
moorings. They have a high degree of maneuverability, are well-tendered
and include pollution dispersal capability.
OIL SPILL RESPONSE VESSELS. Oil spill response vessels are specially
equipped to respond to oil spill emergencies and are certified as such by
the U.S. Coast Guard.
OVERALL UTILIZATION. For any vessel with respect to any period, the ratio
of aggregate number of days worked by such vessel to total calendar days
available during such period.
PROJECT AND GEOPHYSICAL VESSELS. These vessels generally have special
features to meet the requirements of specific jobs. The special features
include large deck spaces, high electrical generating capacities, slow
controlled speed and unique thrusters, extra berthing facilities and long
range capabilities. These vessels are primarily used for well stimulation
and for the deployment of seismic data gathering equipment.
RATE PER DAY WORKED. For any vessel with respect to any period, the ratio
of total charter revenue of such vessel to the aggregate number of days
worked of such vessel for such period.
STANDBY SAFETY VESSELS. Standby safety vessels operate in the U.K. sector
of the North Sea. They typically remain on station to provide a safety
backup to offshore rigs and production facilities, carry special
equipment to rescue personnel, are equipped to provide first aid and
shelter and, in some cases, also function as supply vessels.
SUPPLY VESSELS. Supply vessels serve drilling and production facilities
and support offshore
13
<PAGE>
construction and maintenance work. They are differentiated from other
vessels by cargo flexibility and capacity. The size of a vessel typically
determines deck capacity, although vessels constructed after 1979 with
exhaust stacks forward have better configurations for cargo stowage and
handling. In addition to deck cargo, such as pipe or drummed materials on
pallets, supply vessels transport liquid mud, potable and drill water,
diesel fuel and dry bulk cement. Generally, customers prefer vessels with
large liquid mud and bulk cement capacity and large areas of clear deck
space. For certain jobs, other characteristics such as maneuverability,
fuel efficiency or firefighting capability may also be important.
TOWING SUPPLY VESSELS. These vessels perform the same functions as supply
vessels but are equipped with more powerful engines (3,000 to 5,000
horsepower) and towing winches, giving them the added capability to
perform general towing duties, buoy setting and limited anchor handling
work. Towing supply vessels are primarily used in international
operations, which require the additional versatility that these vessels
offer relative to supply vessels.
UTILITY VESSELS. These vessels provide service to offshore production
facilities and also support offshore maintenance and construction work.
Their capabilities include the transportation of fuel, water, deck cargo
and personnel. They range in length from 96 feet to 135 feet and can,
depending on the vessel design, have enhanced features such as
firefighting and pollution response capabilities.
14
<PAGE>
ITEM 2. PROPERTIES
The Company owns an administration and warehouse facility (approximately
12,000 square feet) in Bayou La Batre, Alabama and a maintenance shop and
office in Patterson, Louisiana (approximately 12,000 square feet). The
Company also owns five small operating bases in Louisiana and Texas
(approximately 900 square feet each). Its primary vessel operating
facility (approximately 10,000 square feet) is situated in Morgan City,
Louisiana and is rented by the Company pursuant to a ten-year lease. The
term of the lease expires on September 7, 1999 with an option to extend
such term for three additional ten-year periods. Pursuant to the Smit
Transaction, the Company established offices in Rotterdam, the
Netherlands, Singapore, and Aberdeen, Scotland for a limited number of
administrative personnel. The Company maintains its executive offices
(approximately 5,000 square feet) in Houston, Texas pursuant to a five
and a half year lease expiring March 9, 2000. NRC maintains its executive
and administrative office (approximately 9,000) square feet) in
Calverton, NY and leases small marketing offices in Florida, Texas,
Tennessee, and Puerto Rico. The Company believes that these owned and
leased premises, including a waterfront location which provides adjacent
dockage to allow the Company to undertake certain vessel repair work,
provide an adequate base of operations for the foreseeable future.
Information regarding the Company's fleet is included in Item 1 of this
Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal and other proceedings which are
incidental to the conduct of its business. The Company believes that none
of these proceedings, if adversely determined, would have a material
adverse effect on its financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 1996.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age, and offices held by each of the executive officers of the
Company at December 31, 1996 were as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------- --------------- -------------------------------------------------------
<S> <C> <C>
Charles Fabrikant 52 Chairman of the Board of Directors,
President and Chief Executive Officer
Randall Blank 46 Executive Vice President, Chief Financial
Officer and Secretary
Milton Rose 52 Vice President
Mark Miller 35 Vice President
Timothy McKeand 46 Vice President
Anthony R. Jones 50 Vice President
Keith Gregory 57 Vice President
Lenny P. Dantin 44 Vice President and Treasurer
</TABLE>
15
<PAGE>
Charles Fabrikant has been Chairman of the Board and Chief Executive
Officer of SEACOR since December 1989, and has served as a director of
SEACOR's subsidiaries since December 1989. He has been President of
SEACOR since October 1992. For more than the past five years, Mr.
Fabrikant has been the Chairman of the Board and Chief Executive Officer
of SCF Corporation ("SCF") and President of Fabrikant International
Corporation ("FIC"), each a privately owned corporation engaged in marine
operations and investments. Since January 1992, Mr. Fabrikant has been
Chairman of the Board of NRC. Since January 1996, Mr. Fabrikant has been
a director of FISH. Each of SCF and FIC may be deemed to be an affiliate
of the Company. Mr. Fabrikant is a licensed attorney admitted to practice
in the State of New York and in the District of Columbia.
Randall Blank has been Executive Vice President and Chief Financial
Officer of SEACOR since December 1989 and has been the Secretary since
October 1992. Since June 1994, Mr. Blank has been Chief Financial Officer
and Vice President of NRC. From December 1989 to October 1992, Mr. Blank
was Treasurer of SEACOR. In addition, Mr. Blank has been a director of
certain of SEACOR's subsidiaries since January 1990. Since 1986, Mr.
Blank has served as President and Chief Operating Officer of SCF.
Milton Rose has been Vice President of SEACOR and President and Chief
Operating Officer of SEACOR Marine, Inc. since January 1993. In addition,
since January 1993, Mr. Rose has been a director of certain of SEACOR's
subsidiaries. Since 1994, he has been a director of one of the companies
comprising the TMM Joint Venture. From 1985 to January 1993, Mr. Rose was
Vice President-Marine Division for Bay Houston Towing Company.
Mark Miller has been Vice President of SEACOR since November 1995, and
President and Chief Operating Officer of NRC since November 1992. Since
1992, Mr. Miller has been a director of certain of NRC's subsidiaries,
and since 1996, he has been a director of CPA.
Timothy McKeand has been Vice President of SEACOR since March 1990 and,
since January 1990, has been Vice President and a director of certain of
SEACOR's subsidiaries which are active in domestic operations.
Anthony R. Jones has been Vice President of SEACOR since June 1992 and
has been Vice President-Operations of certain of SEACOR's subsidiaries
since October 1991. Also, since 1996, Mr. Jones has been a director of
CPA.
Keith Gregory, except for a three-month period in 1992, has been Vice
President of SEACOR since March 1991 and has been Vice President and
director of certain of SEACOR's subsidiaries which are active in
international operations and special projects since January 1990.
Lenny P. Dantin has been Vice President of SEACOR since March 1991,
Treasurer since October 1992, and has been Vice President and the
Secretary, Treasurer and a director of certain of SEACOR's subsidiaries
since January 1990. Also, since 1994, Mr. Dantin has been a director of
one of the companies comprising the TMM Joint Venture.
16
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
On October 23, 1996, the Company's Common Stock, par value $.01 per share
("Common Stock"), commenced trading on the New York Stock Exchange, Inc.
(the "NYSE") under the trading symbol "CKH." Prior to October 23, 1996,
the Company's Common Stock was traded on the Nasdaq Stock Market's
National Market under the trading symbol "CKOR." Set forth in the tables
below for the periods presented are the high and low sale prices for the
Company's Common Stock as reported on the Nasdaq Stock Market's National
Market through and including October 22, 1996 and as reported on the NYSE
Composite Tape for the period commencing October 23, 1996 through and
including March 10, 1997:
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET'S NATIONAL MARKET (1)
HIGH LOW
------------------- ------------------
<S> <C> <C>
Fiscal 1995 (ended December 31, 1995):
First Quarter............................................... $ 21 1/4 $ 18
Second Quarter.............................................. 24 1/2 20 5/8
Third Quarter............................................... 24 1/2 22 3/4
Fourth Quarter.............................................. 28 22 1/4
Fiscal 1996 (ending December 31, 1996):
First Quarter............................................... 37 1/4 26 3/8
Second Quarter.............................................. 51 36 1/4
Third Quarter............................................... 54 1/8 40 1/2
Fourth Quarter (through October 22, 1996)................... 59 1/4 49
NEW YORK STOCK EXCHANGE
Fiscal 1996 (ending December 31, 1996):
Fourth Quarter (October 23, 1996 through December 31, 1996). 66 3/8 52 1/8
Fiscal 1997 (ending December 31, 1997):
First Quarter (through March 10, 1997)...................... 67 1/4 44 3/4
<FN>
- -----------
(1) The prices set forth in the table above reflect inter-dealer prices,
without any retail mark-ups, mark-downs or commissions and may not
necessarily represent actual sale transactions.
</FN>
</TABLE>
The closing sale price of the Company's Common Stock, as reported on the
NYSE Composite Tape on March 10, 1997, was $49.25 per share. As of March
10, 1997, there were approximately 96 holders of record of the Common
Stock.
The Company has not paid any cash dividends in respect of its Common
Stock since its inception in December 1989 and has no present intention
to pay any such dividends in the foreseeable future. Instead, the Company
intends to retain earnings for working capital and to finance the
expansion of its business. Moreover, pursuant to the terms of the
Company's revolving credit facility (the "DnB Facility") entered into
with Den norske Bank ASA ("DnB"), SEACOR, without the prior written
consent of DnB, is prohibited through March 31, 1997 (the maturity date
of the bridge loan portion of the DnB Facility) from paying dividends to
its stockholders. The Company is currently engaged in negotiations with
DnB relating to the possible replacement of the DnB Facility with a new
facility that may also restrict the payment of dividends. In addition to
any contractual
17
<PAGE>
restrictions, as a holding company, SEACOR's ability to pay any cash
dividends is dependent on the earnings and cash flows of its operating
subsidiaries and their ability to make funds available to SEACOR. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources."
The payment of future cash dividends, if any, would be made only from
assets legally available therefor, and would also depend on the Company's
financial condition, results of operations, current and anticipated
capital requirements, plans for expansion, restrictions under then
existing indebtedness and other factors deemed relevant by the Company's
Board of Directors in its sole discretion.
18
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
SELECTED HISTORICAL FINANCIAL INFORMATION
The following table sets forth, for the periods and at the dates
indicated, selected historical and consolidated financial data for the
Company. Such financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the Consolidated Financial Statements of the Company
included in Parts II and IV, respectively, of this Annual Report on
Form 10-K.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
1992 1993 1994 1995 1996
---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenue:
Marine....................................$ 74,317 $ 92,168 $ 93,985 $ 104,894 $ 193,557
Oil spill response........................ - - - 8,927 12,466
Environmental retainer and other service.. - - - 12,838 18,421
---------- ---------- ----------- ----------- ----------
74,317 92,168 93,985 126,659 224,444
Costs and Expenses:
Costs of oil spill response................. - - - 7,643 10,398
Operating expenses -
Marine.................................... 46,775 53,958 55,860 66,205 108,043
Environmental............................. - - - 4,580 6,227
Administrative and general.................. 5,211 7,187 7,278 13,953 22,304
Depreciation and amortization............... 12,804 12,107 14,108 18,842 24,967
---------- ---------- ----------- ----------- ----------
Operating Income............................... 9,527 18,916 16,739 15,436 52,505
Net interest expense........................... 6,728 3,719 3,548 4,098 2,155
(Gain)/loss from equipment sales or retirements - 8 388 (4,076) (2,264)
Other (income) expense......................... 1,197 (122) 267 (228) 104
McCall acquisition costs....................... - - - - 542
---------- ---------- ----------- ----------- ----------
Income before income taxes, minority interest,
equity in net earnings of 50% or less owned
companies, and extraordinary item........... 1,602 15,311 12,536 15,642 51,968
Income tax expense............................. 652 5,339 4,368 5,510 18,535
---------- ---------- ----------- ----------- ----------
Income before minority interest, equity in
net earnings of 50% or less owned
companies, and extraordinary item........... 950 9,972 8,168 10,132 33,433
Minority interest in (income) loss of a
subsidiary..................................... 41 (51) 184 321 244
Equity in net earnings of 50% or less owned
companies...................................... - 287 975 872 1,283
---------- ---------- ----------- ----------- ----------
Income before extraordinary item............... 991 10,208 9,327 11,325 34,960
Extraordinary item-loss on extinguishment of
debt, net (less applicable income taxes).... - 1,093 - - 807
---------- ---------- ----------- ----------- ----------
Net income.....................................$ 991 $ 9,115 $ 9,327 $ 11,325 $ 34,153
========== ========== =========== =========== ==========
Net income per common share -
Assuming no dilution(1)...................$ 0.19 $ 1.28 $ 1.29 $ 1.48 $ 2.90
Assuming full dilution.................... 0.19 1.22 1.22 1.36 2.67
STATEMENT OF CASH FLOWS DATA:
Cash provided by operating activities.......$ 15,311 $ 23,416 $ 21,150 $ 9,939 $ 58,737
Cash provided by (used in) investing
activities................................ 6,048 (24,251) (4,855) (78,695) (100,120)
Cash provided by (used in) financing
activities................................ 852 17,657 (7,714) 53,291 161,482
OTHER FINANCIAL DATA:
EBITDA (2)..................................$ 24,570 $ 32,366 $ 32,923 $ 35,964 $ 79,730
BALANCE SHEET DATA (AT PERIOD END):
Cash and temporary investments..............$ 19,564 $ 36,008 $ 44,637 $ 28,786 $ 149,053
Total assets................................ 181,765 233,511 238,145 350,883 636,455
Total long-term debt, including current
portion................................... 50,653 87,959 79,517 111,095 220,452
Stockholders' equity........................ 89,639 100,532 111,482 183,464 351,071
<FN>
(1) 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 thereto which does not require the
inclusion of Common Stock equivalents in the earnings per share
calculation if the dilutive effect is less than 3%.
(2) As used herein, "EBITDA" is operating income plus depreciation and
amortization, amortization of deferred mobilization costs, which is
included in marine operating expenses, minority interest in (income) loss
of subsidiary and equity in net earnings of 50% or less owned companies,
before applicable income taxes. EBITDA should not be considered by an
investor as an alternative to net income as an indicator of the Company's
operating performance or as an alternative to cash flows as a better
measure of liquidity.
</FN>
</TABLE>
19
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 also are
used for special projects, such as well stimulation, seismic data
gathering, freight hauling, line handling, salvage, and oil spill
emergencies.
The Company's operating revenue is affected primarily by average 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.
The table below sets forth rates per day worked and utilization data for
the Company during the periods indicated. Prior to 1996, the information
contained in the table has been restated to include vessels purchased in
the McCall Transaction.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------
1994 1995 1996
--------------- --------------- ---------------
<S> <C> <C> <C>
Rates per Day Worked ($):(1)
Supply/Towing supply....................... 3,254 3,198 4,479
Anchor handling towing supply.............. 5,322 4,960 6,482
Crew....................................... 1,420 1,529 1,726
Standby safety(2).......................... 4,687 4,378 4,884
Utility/Line handling...................... 1,260 1,126 1,152
Project and geophysical/Freight............ 3,801 4,010 4,289
Overall fleet........................... 2,731 2,376(3) 2,565
Overall Utilization (%):(1)
Supply/Towing supply....................... 81.6 83.9 94.5
Anchor handling towing supply.............. 84.5 80.1 93.1
Crew....................................... 91.4 96.9 97.8
Standby safety............................. 87.0 82.1 85.8
Utility/Line handling...................... 87.4 73.0 81.4
Project and geophysical/Freight............ 94.6 89.2 99.1
Overall fleet........................... 87.9 86.1 90.8
<FN>
- ------------
(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) Revenues for standby safety vessels are earned in British pounds sterling
("pound") and have been converted to U.S. dollars at the weighted average
exchange rate for the periods indicated. Rates per day worked for the
periods indicated were (pound)3,083, (pound)2,714, and (pound)3,125,
respectively.
(3) The decline in the overall fleet average rate per day worked for the year
ended December 31, 1995 was due primarily to the addition of a large
number of crew and utility vessels from the Graham Transaction. Crew and
utility vessels earn substantially lower rates per day worked than the
other types of vessels in the Company's fleet but also have substantially
lower costs. Thus, management believes that the comparative rates per day
worked amount is not necessarily indicative of operating income
performance.
</FN>
</TABLE>
20
<PAGE>
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.
At various times, the Company provides management services to other
vessel owners for a contracted fee. Charter revenues and vessel expenses
of those managed vessels are not generally included in the Company's
operating results, but management fees are included in operating revenue.
One vessel was managed in 1994. Managed vessels are excluded for purposes
of calculating fleet rates per day worked and overall utilization.
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. In December 1993, the Company bareboat
chartered-out 10 owned vessels to CNN under long-term contracts ranging
from 8.5 to 11 years. From January 1, 1994, CNN had contributed these
vessels to the a pooling arrangement with the Company and pursuant to the
termination of the pool, these contracts were terminated effective
October 1, 1995. At December 31, 1996, the Company had eight vessels
bareboat chartered-out.
The table below sets forth the Company's fleet structure at the dates
indicated. Prior to 1996, the information contained in the table has been
restated to include vessels purchased in the McCall Transaction.
<TABLE>
<CAPTION>
At December 31,
--------------------------------------------------
Fleet Structure 1994 1995 1996(1)
- --------------------------------------------- --------------- ---------------- ---------------
<S> <C> <C> <C>
Owned...................................... 109 232 242
Bareboat and Time Chartered-in(2).......... 1 2 2
Managed/operated........................... 1 - -
Joint venture vessels(3)................... 8 10 30
Pool vessels(4)............................ 5 5 12
--------------- ---------------- ---------------
Overall Fleet.......................... 124 249 286
=============== ================ ===============
<FN>
- ------------
(1) Since December 31, 1996, the Company has acquired 30 vessels and
interests in joint ventures that own four vessels; the TMM Joint Venture
has acquired one vessel; and seven vessels have been sold. The increase
in the Company's fleet following December 31, 1996 primarily relates to
the Galaxie Transaction. See "Business - Recent Acquisitions."
(2) A bareboat charter is a lease of a vessel under which the entity
chartering-in the vessel is 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 December 31, 1996, one vessel was time
chartered-in, and one vessel was bareboat chartered-in
(3) At December 31, 1994, 1995, and 1996, includes eight, nine, and eight
vessels, respectively, owned by the TMM Joint Venture and at December 31,
1995 and 1996 additionally includes one vessel operated by the TMM Joint
Venture under a long-term lease with the Company. At December 31, 1996,
includes 21 vessels owned by the Smit Joint Ventures. See "Business -
Joint Ventures and Pooling Arrangements."
(4) In 1994, includes five vessels owned by CNN that participated in a
pooling arrangement with the Company. In 1995 and 1996, includes five
vessels owned by Toisa in the SEAVEC Pool. The Company's pooling
arrangement with CNN was terminated effective October 1, 1995.
</FN>
</TABLE>
21
<PAGE>
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 revenues derived from foreign operations,
whether in U.S. dollars or foreign currencies, approximated 31% for the
fiscal year ended December 31, 1996. As a result of the consummation of
the Smit Transaction, the Company expects to derive a substantially
greater portion of its revenues from foreign operations and, accordingly,
anticipates that its foreign operations as a percentage of its total
offshore marine revenues will increase materially.
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 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 fiscal
year, or put through survey a disproportionate number of older vessels
which typically have higher drydocking costs, comparative results may be
affected. For the year ended December 31, 1996, the Company completed the
drydocking of 108 marine vessels at an aggregate cost of $8.5 million as
compared with 51 marine vessels drydocked at an aggregate cost of $3.3
million in 1995 and 51 marine vessels at an aggregate cost of
approximately $3.9 million in 1994. Drydock activity in 1995 reflects a
low number of vessels repaired in direct response to weak market
conditions and low rates per day worked in the U.S. Gulf of Mexico. The
Company's results in 1996 reflect (i) the growth of the fleet,
particularly in crew and utility vessels, (ii) the return to a normalized
drydocking schedule and (iii) the effect of repairing older vessels.
As of December 31, 1996, the average age of the Company's owned offshore
marine service fleet was approximately 14.1 years, whereas, at such date,
the average age of the Company's environmental service response fleet was
28.3 years. NRC's vessels primarily operate in a "stand-
22
<PAGE>
by" mode with minimal wear and, consequently, management does not
consider age to be a reliable indicator of the commercial viability of
the vessels. The Company believes that after an offshore supply vessel
has been in service for approximately 25 years, the amount of
expenditures (which typically increase with vessel age) necessary to
satisfy required marine certification standards may not be economically
justifiable. If the Company is unable to replace its vessels at the end
of their useful economic lives, the costs of new building could
materially increase the Company's capital expenditures. There can be no
assurance that the Company will be able to maintain its fleet by
extending the economic life of existing vessels or acquiring new or used
vessels, or that the Company's financial resources will be sufficient to
enable it to make capital expenditures for such purposes.
Operating results are also affected by the Company's participation in the
following ventures: (i) the Veesea Joint Venture which operated ten
standby safety vessels in the North Sea at December 31, 1996; (ii) the
SEAVEC Pool which coordinated the marketing of 15 vessels of both the
Company and Toisa in the North Sea standby safety market at December 31,
1996; (iii) the TMM Joint Venture which operated nine vessels in Mexico
at December 31, 1996; and (iv) the Smit Joint Ventures which owned and
operated 21 vessels in the Far East, Latin America, the Middle East, the
Mediterranean and offshore West Africa at December 31, 1996. See
"Business - Joint Ventures and Pooling Arrangements."
On September 15, 1995, pursuant to the Graham Transaction, the Company
acquired 127 vessels used to support the offshore oil and gas exploration
and production industry in the U.S. Gulf of Mexico and certain real
estate, capital equipment and inventory associated with the operation of
these vessels. The acquisition was financed with $74.0 million of
borrowings under the DnB Facility. Of the $74.0 million borrowed, $72.9
million was paid to Graham to acquire the purchased assets, and the
balance was used to defray $1.2 million in debt issue and acquisition
costs. Acquisition costs have been allocated to the vessels acquired and
accordingly reported as Property and Equipment. Debt issue costs have
been included in Other Assets in the consolidated balance sheet of the
Company and will be amortized to interest expense over the life of the
related borrowings.
In November and December 1995, the Company acquired from CNN three towing
supply vessels, two anchor handling vessels, and certain other assets for
aggregate consideration of $21.55 million ($11.3 million of which was
paid by issuing 459,948 shares of Common Stock to CNN and $10.25 million
of which was paid in cash) (the "1995 CNN Transaction"). The parties also
terminated their existing pooling arrangement and agreed to manage the
formerly pooled vessels through FISH.
During May 1996, the Company completed the McCall Transaction. Thirty-six
crew and five utility vessels, primarily serving the oil and gas industry
in the U.S. Gulf of Mexico, were part of the McCall Transaction that was
accounted for by the Company as a pooling of interests. The Company
issued 1,306,550 shares of Common Stock for all of the outstanding
capital stock of the McCall Companies. The financial statements herein
are based upon the assumption that the companies were combined for the
twelve months ended December 31, 1996, and the financial statements and
operating statistics of the prior years have been restated to give effect
to this business combination.
Pursuant to the 1996 CNN Transaction, the Company acquired six vessels
and certain other
23
<PAGE>
assets for aggregate consideration of $22.65 million. In addition, CNN
converted $4.75 million principal amount of the Company's 2.5%
Convertible Subordinated Notes Due January 1, 2004 (the "2.5% Notes"),
which had been issued to CNN by the Company in a vessel acquisition
transaction in 1993, into 156,650 shares of Common Stock pursuant to the
terms of such notes. The Company also prepaid certain promissory notes at
face value of $9.6 million which had been issued pursuant to the same
transaction and included shares of Common Stock that were owned by CNN in
the 1996 Common Stock Offering (described below under "Liquidity and
Capital Resources").
Pursuant to the Smit Transaction, the Company acquired substantially all
of the offshore vessel assets, vessel spare parts, and certain related
joint venture interests owned by Smit. The aggregate consideration,
including amounts payable under certain lease purchase agreements for two
vessels, consisted of: (i) approximately $71.45 million in cash, (ii)
712,000 shares of Common Stock of which 31,517 shares were issued
subsequent to December 31, 1996, and (iii) up to $22.0 million principal
amount of the Series A 5-3/8% Convertible Subordinated Notes Due November
15, 2006 (the "Smit Convertible Notes") of the Company, of which $15.25
million principal amount were issued at closing and $6.75 million will be
issued upon expiration of certain leasing arrangements. The definitive
agreements for the Smit Transaction provide for the payment by the
Company, in a combination of cash and non-convertible notes, of up to
$47.2 million of additional consideration based upon the earnings
performance during 1997 and 1998 by certain of the assets acquired from
Smit. The acquired assets include a 100% interest in 24 vessels, a 50%
interest in nine vessels sold directly by Smit, and Smit's interest in
joint ventures that own and operate 12 vessels.
In connection with the Smit Transaction, the Company and Smit also
entered into Ship Management Agreements for the provision by Smit of
crewing and technical management services for 20 of the vessels acquired
by the Company from Smit.
In addition, on December 19, 1996, the Company and Smit signed a letter
of intent providing for the acquisition of four vessels in the Malaysian
Purchase for aggregate consideration of approximately $12.9 million. The
terms of the Malaysian Purchase are preliminary in nature and there can
be no assurance that any definitive transaction documentation will be
entered into or, if entered into, that the Malaysian Purchase will be
consummated.
Pursuant to the Galaxie Transaction, the Company acquired substantially
all of the offshore marine assets of Galaxie for aggregate consideration
of $23.61 million, consisting of $20.56 million in cash and 50,000 shares
of Common Stock. The assets acquired included 24 vessels, a contract for
construction of one additional vessel, and other related tangible and
intangible assets. The Galaxie vessels serve the oil and gas industry in
the U. S. Gulf of Mexico.
ENVIRONMENTAL SERVICES
The Company's environmental services business 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
24
<PAGE>
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 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.
On March 14, 1995, the Company acquired the remaining 57.1% of the
outstanding common stock of NRC Holdings, Inc. ("NRC Holdings") that it
did not already own prior to the merger of NRC Holdings with and into CRN
Holdings, Inc. ("CRN"), a wholly owned subsidiary of SEACOR (the "NRC
Merger"). From March 14, 1995, the financial condition, results of
operations and cash flows of CRN and its primary operating subsidiary,
NRC, are reflected in the Company's consolidated financial statements.
Prior to March 14, 1995, the Company reported its 42.9% equity interest
in NRC Holdings as an investment in a 50% or less owned company that was
accounted for by the equity method. Each share of common stock of NRC
Holdings (other than treasury shares and shares held by CRN) outstanding
immediately prior to the effective time of the NRC Merger was converted
into 2,203.7474 shares of Common Stock. Accordingly, an aggregate of
292,965 shares of Common Stock (having a value of approximately $5.7
million at the time of issuance) were issued to the former stockholders
of NRC Holdings.
On October 27, 1995, the Company and NRC amended certain existing
agreements with Coastal and Phibro Energy USA, Inc. ("Phibro"). Those
amendments reduced Coastal's and Phibro's participation interests in
certain operating results of NRC, reduced their retainer fees payable to
NRC and eliminated certain options held by each of them to purchase up to
20% of the fully diluted common stock of NRC. In addition, the agreements
with Coastal were modified to
25
<PAGE>
(i) extend Coastal's service agreement with NRC for an additional three
years, (ii) provide for the issuance to Coastal of 311,357 shares of
Common Stock (having a value of $7.5 million at the time of issuance),
and (iii) obtain Coastal's agreement not to acquire more than 5.0% of the
outstanding Common Stock.
NRC has expanded its coverage area to include the West Coast of the
United States through CPA. CPA has established dedicated oil spill
response capabilities including two response vessels, response depots, a
contractually available Marine Response Network and a client service
center.
RESULTS OF OPERATIONS
The following table sets forth operating revenue and operating profit by
segment for the periods indicated. The offshore marine services segment
data is provided by geographic area of operation. The environmental
business segment's principal operations are in the United States.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING REVENUE:
Marine:
United States...................................... $ 134,106 $ 72,964 $ 63,283
North Sea.......................................... 14,173 13,523 16,222
West Africa(1)..................................... 37,312 14,637 10,189
Other Foreign(1)................................... 7,966 3,770 4,291
------------- ------------- -------------
193,557 104,894 93,985
Environmental........................................ 30,887 21,765 -
------------- ------------- -------------
224,444 126,659 93,985
============= ============= =============
OPERATING PROFIT:
Marine:
United States...................................... 43,640 17,529 14,040
North Sea.......................................... (2,545) (2,952) 7
West Africa(1)..................................... 8,317 3,840 2,582
Other Foreign(1)................................... 3,616 1,630 1,667
------------- ------------- -------------
53,028 20,047 18,296
Environmental........................................ 5,009 1,626 -
------------- ------------- -------------
58,037 21,673 18,296
Other income (expense)(2).......................... (548) 190 (73)
General corporate administration................... (3,366) (2,123) (2,139)
Net interest expense............................... (2,155) (4,098) (3,548)
Minority interest in loss (income) of a subsidiary. 244 321 184
Equity in earnings of 50% or less owned
companies, net of tax............................. 1,283 872 975
Income tax expense................................. (18,535) (5,510) (4,368)
------------- ------------- -------------
Income before extraordinary item................... $ 34,960 $ 11,325 $ 9,327
============= ============= =============
<FN>
- ---------
(1) Includes the results of vessels bareboat chartered-out to CNN from
January 1994 through September 1995, at which time the bareboat charters
were canceled and the Company commenced operating such vessels.
(2) Excludes gain/(loss) from equipment sales or retirement of property and
certain other expenses that were reclassified to operating profit in
geographical areas of the Marine segment.
</FN>
</TABLE>
26
<PAGE>
COMPARISON OF YEAR ENDED 1996 TO YEAR ENDED 1995
The marine business segment's operating revenue increased $88.7 million
in the twelve-month period ended December 31, 1996, compared to the
twelve-month period ended December 31, 1995, due primarily to a net
increase in the number of owned vessels, higher rates per day worked and
greater utilization, the termination of bareboat charter-out arrangements
for nine Company owned vessels and the charter-in of two additional
vessels. Operating revenue earned by 162 vessels acquired in the fourth
quarter of 1995 and in 1996 and two newly constructed vessels accounted
for $50.8 million or 57% of the increase. Improved rates per day worked
and greater utilization of the Company's vessels accounted for an
additional $24.8 million or 28% of the increase due primarily to improved
market conditions in the U.S. Gulf of Mexico and North Sea. The remaining
increase in operating revenue between comparable years was due primarily
to the Company's termination of bareboat charter-out arrangements in the
fourth quarter of 1995 of nine Company owned vessels operating offshore
West Africa and the charter-in of two additional vessels that also
operated offshore West Africa in 1996.
The environmental business segment's operating revenue increased $9.1
million in the twelve-month period ended December 31, 1996 compared to
the twelve-month period ended December 31, 1995, due primarily to the
consolidation of the financial results of the environmental subsidiaries
and higher oil spill response and retainer revenue. The Company's
environmental subsidiaries became wholly owned on March 14, 1995;
whereas, prior to that date, they were reported in the financial
statements under the equity method of accounting. Oil spill response
revenue increased due to higher response activity. Retainer revenue
increased due to the addition of two significant customers and greater
voyage activity.
The marine business segment's operating profit increased $33.0 million in
the twelve-month period ended December 31, 1996, compared to the
twelve-month period ended December 31, 1995. The increase was due
primarily to the factors affecting operating revenue as outlined in the
preceding paragraph; however, operating and administrative expenses also
increased. Operating expenses increased primarily due to an increase in
(i) the number of vessels drydocked and repaired, (ii) crew wage and
related benefit costs in the U.S., and (iii) engine repairs.
Administrative expenses increased primarily due to an increase in (i)
wage and related benefit costs, (ii) bad debt provisions for trade
accounts receivable, (iii) cost resulting from the consolidation of
certain U.S. operations, and (iv) commitment fees paid a bank under a
revolving credit loan facility established in late 1995. Gains from the
sale of vessels declined as the Company sold less marketable equipment in
the current year. Five supply, one crew, and six utility vessels were
sold in the U.S. in 1995; whereas, during 1996, sixteen utility vessels
were sold in the U.S.
The environmental business segment's operating profit increased $3.4
million in the twelve-month period ended December 31, 1996 compared to
the twelve-month period ended December 31, 1995, due primarily to the
factors affecting operating revenue mentioned in the discussion above.
In the twelve-month period ended December 31, 1996, other expense
includes $0.5 million of cost to complete the McCall Transaction. In the
twelve-month period ended December 31, 1995, other income related
primarily to a $0.2 million gain recognized in conjunction with the
Company's purchase of $2.3 million principal amount of its outstanding
6.0% Convertible Subordinated Notes Due July 1, 2003 (the "6.0% Notes").
The gain represented the difference between the amount
27
<PAGE>
paid to acquire the 6.0% Notes and their carrying amount, net after
giving effect to a write-off of certain unamortized deferred financing
costs associated with the original sale of such securities.
Overall administrative and general expenses, related primarily to
operating activities, but including corporate expenses, increased $8.4
million in the twelve-month period ended December 31, 1996, compared to
the twelve-month period ended December 31, 1995. The marine business
segment accounted for $7.5 million of the increase between comparable
years and related primarily to an increase in managerial staff and other
administrative costs necessary to support fleet growth and other factors
as mentioned in the discussion above of the marine business segment's
operating profit. Corporate administrative and general expenses increased
$1.2 million between comparable years due primarily to greater salary
expense and costs associated with listing the Common Stock on the NYSE.
The environmental business segment's administrative costs increased
between comparable years due primarily to the consolidation of the
financial results of the environmental subsidiaries. The Company's
administrative and general expenses primarily include costs associated
with personnel, professional services, travel, communications, facility
rental and maintenance, general insurance and franchise taxes.
Overall depreciation and amortization expense, which related primarily to
operating activities, increased $6.1 million in the twelve-month period
ended December 31, 1996, compared to the twelve-month period ended
December 31, 1995. The marine business segment accounted for $5.6 million
of this increase between comparable periods and related primarily to
fleet growth. The remainder of the increase between comparable periods
was due primarily to the consolidation of the financial results of the
environmental subsidiaries.
Net interest expense decreased $1.9 million between comparable years.
Interest expense decreased primarily due to a decrease in outstanding
indebtedness that was caused primarily by the 6.0% Note Conversion
(described below under "Liquidity and Capital Resources") and normal and
accelerated principal repayments. This decrease was partially offset by
additional interest expense related primarily to borrowings under the
Convertible Notes (described below under "Liquidity and Capital
Resources") and the DnB Facility. Interest income increased between
comparable years due primarily to greater invested cash balances
resulting from improved operating results and net proceeds received from
the Convertible Notes.
In the twelve-month period ended December 31, 1996, 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, FISH,
and a recently organized joint venture which provides environmental
services on the West Coast of the U.S. In the comparable periods of 1995,
equity earnings were realized exclusively from the Company's
participation in the TMM Joint Venture.
COMPARISON OF YEAR ENDED 1995 TO YEAR ENDED 1994
Excluding $14.4 million in operating revenue generated by the vessels
acquired in the Graham Transaction, marine operating revenue declined for
the year ended December 31, 1995 compared to the year ended December 31,
1994, due primarily to decreases in rates per day worked and overall
utilization levels in the U.S. Gulf of Mexico and North Sea. Reduced
rates per day worked and utilization resulted from weak market
conditions, the renewal of a long-term charter for six vessels at
substantially reduced rates in the North Sea and the removal from service
for extended periods of several vessels in each market in 1995. A reduced
number of vessels resulting from the
28
<PAGE>
sale of equipment, a decline in the Company's share of the results of the
pooling arrangement with CNN and a negative effect from the Company's
participation in the SEAVEC Pool also contributed to the decline in
operating revenue. These declines were offset by an improvement between
years in revenue generated from the Company's vessels operating in
offshore West Africa due to strong market conditions. Additionally,
utilization and rates per day worked in the U.S. Gulf of Mexico and North
Sea improved during the third and fourth quarters of 1995.
Environmental operating revenue for the 1995 period consisted of $12.9
million in retainer and other revenue and $8.9 million in oil spill
response revenue. Oil spill response gross profit (oil spill response
revenue less costs of oil spill response) was $1.3 million in the nine
and one-half month period ended December 31, 1995. Spill response profit
was primarily due to response activities associated with an oil spill in
the Delaware River near Philadelphia, Pennsylvania during the third
quarter of 1995.
Excluding $5.4 million of operating profit generated by the vessels
acquired in the Graham Transaction, marine operating profit declined for
the year ended December 31, 1995 compared to the year ended December 31,
1994. The decrease in operating profit was primarily due to the factors
affecting operating revenue as outlined above. Additional factors
contributing to the decline in operating profit were (i) rising wage
costs, (ii) increased health insurance costs in the U.S. and (iii) higher
fuel costs resulting from a contract renewal for six of the Company's
vessels operating in the North Sea. The decline in operating profit was
offset by (i) gains recognized from the sale of vessels, (ii) reduced
repair and maintenance costs, primarily related to lower drydocking
expenses, (iii) the beneficial effect of strong market conditions in
offshore West Africa, (iv) a decline in expenses resulting from the full
amortization of certain previously deferred mobilization costs and (v)
reduced litigation and settlement costs relating to the settlement of a
lawsuit in 1994.
In the year ended December 31, 1995, other income related primarily to a
$0.2 million gain recognized in conjunction with the Company's purchase
of $2.3 million principal amount of the 6.0% Notes. The gain represented
the difference between the amount paid to acquire the 6.0% Notes and
their carrying amount, net after giving effect to a write-off of certain
unamortized deferred financing costs associated with the original sale of
such securities.
Corporate administrative and general expenses remained constant between
years, but total administrative and general costs increased.
Administrative and general expenses associated with the marine segment,
which is included in operating profit, increased between years. This
increase resulted primarily from (i) $1.3 million in expenses incurred in
connection with managing the vessels acquired from Graham for three and
one-half months, (ii) fees charged by FISH to manage the Company's
vessels operating offshore West Africa and in the Arabian Gulf,
commencing October 1, 1995, and (iii) increasing wage costs.
Environmental administrative and general expense for the 1995 period,
which is also included in operating profit, was $5.0 million. The
Company's administrative and general expenses primarily include costs
associated with personnel, professional services, travel, communications,
facility rental and maintenance, general insurance and franchise taxes.
Total depreciation and amortization expense, which primarily relates to
operating activities, was $18.8 million for the year ended December 31,
1995 compared to $14.1 million for the year ended December 31, 1994.
Depreciation and amortization associated with the Company's marine
segment, which is included in operating profit, increased between years.
This increase resulted
29
<PAGE>
primarily from (i) $1.4 million in expense incurred in connection with
depreciating assets acquired from Graham for three and one-half months,
(ii) the acquisition of vessels in the 1995 CNN Transaction, (iii)
capital improvements made aboard existing vessels and (iv) the
acquisition of office equipment and leasehold improvements. The Company's
environmental segment's depreciation and amortization for the 1995
period, which is also included in operating profit, was $2.9 million.
Excluding the effect of $1.4 million of interest expense associated with
borrowings under the DnB Facility to finance the Graham Transaction and
$0.4 million in interest expense associated with the environmental
segment, net interest expense decreased between comparable years. This
decrease resulted primarily from the normal and accelerated repayment of
outstanding indebtedness. Interest expense was offset by an increase
between years in interest income earned on temporary cash investments due
primarily to higher interest rates and invested cash balances and notes
due from 50% or less owned entities.
In the year ended December 31, 1995, equity in the net earnings of 50% or
less owned companies, net of applicable income taxes, resulted primarily
from the Company's investment in the TMM Joint Venture. In the comparable
period of 1994, earnings realized from the TMM Joint Venture were less
significant because the venture commenced operations during that year.
Equity earnings recognized during 1994 were generated primarily from the
Company's investment in NRC Holdings. During the first quarter of 1995,
the NRC Merger was completed and from March 14, 1995, the financial
condition, results of operations and cash flows of these environmental
activities have been included in the consolidated financial statements of
the Company and are no longer reported on the equity method.
LIQUIDITY AND CAPITAL RESOURCES
The Company's ongoing liquidity requirements arise primarily from its
need to service debt, fund working capital, 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.
Certain of SEACOR's subsidiaries, Arthur Levy Enterprises, Inc., Graham
Offshore Inc. and SEACOR Offshore Inc. are parties (the "Borrowing
Subsidiaries") to the DnB Facility, with DnB as lender, and the Company
as guarantor of the Borrowing Subsidiaries' obligations thereunder. At
December 31, 1996, $8.6 million principal amount of borrowings was
outstanding under the DnB Facility. In 1995, borrowings under the DnB
Facility were used to finance the acquisition of certain offshore marine
service vessels and other related assets pursuant to the Graham
Transaction, to pay certain financing and acquisition costs incurred in
connection with the Graham Transaction and to fund working capital
requirements in respect of these acquired vessels. Until termination of
the DnB Facility, a commitment fee is payable to DnB on a quarterly
basis, computed at the rate of one-half of one percent per annum on the
average unfunded portion of the credit facility.
Pursuant to the DnB Facility, the Borrowing Subsidiaries may borrow up to
$85.0 million aggregate principal amount (the "Maximum Committed Amount")
of senior secured revolving bridge loans any time prior to March 31, 1997
(the "Extended Term"). At the Company's election,
30
<PAGE>
such loans, on or prior to March 31, 1997, may be converted into senior
secured reducing revolving credit loans maturing on January 31, 2004.
During the Extended Term outstanding borrowings bear interest at an
annual rate equal to 125 basis points above LIBOR (i.e., approximately
7.6% per annum at December 31, 1996). If the Borrowing Subsidiaries elect
to convert the senior secured bridge loans to senior secured reducing
revolving credit loans (the "Term Loans"), the Maximum Committed Amount
automatically will decrease semiannually by certain percentages described
in the DnB Facility. The DnB Facility requires the Company, on a
consolidated basis, to maintain a minimum ratio of indebtedness to vessel
value, as defined, a minimum cash and cash equivalent level and a
specified debt service coverage ratio. The Company also is prohibited
from entering into additional indebtedness above a certain level without
consent. Pursuant to the DnB Facility, the Term Loans would bear interest
at the annual rate equal to a maximum of 150 basis points above LIBOR.
Borrowings outstanding pursuant to the DnB Facility are secured by, among
other things, a guaranty by the Company of the obligations of the
Borrowing Subsidiaries, first preferred mortgages on vessels owned by the
Borrowing Subsidiaries, a negative pledge relating to certain vessels and
an assignment of earnings and certain contract rights with respect to
vessels owned and operated by the Borrowing Subsidiaries. If the
Borrowing Subsidiaries exercise the aforementioned conversion election,
certain additional subsidiaries of the Company will be required to
guaranty the obligations of the Borrowing Subsidiaries under the DnB
Facility and provide mortgages on additional vessels to secure such
guaranty.
The Company is currently engaged in negotiations with DnB relating to the
possible replacement of the DnB Facility with a new facility. The
negotiations are preliminary in nature and there can be no assurance that
the Company and DnB will enter into any definitive documentation with
respect to a new facility.
As part of the 1996 CNN Transaction, the Company prepaid certain
promissory notes due CNN at face value of $9.6 million and CNN exercised
its right to convert the 2.5% Notes into an aggregate of 156,650 shares
of Common Stock which were sold by CNN in the 1996 Common Stock Offering
(defined below).
In July 1996, the Company completed a public offering and sold 909,235
shares of its Common Stock to the public at a price of $43.50 per share
(the "1996 Common Stock Offering"). The proceeds received from this sale,
net of the underwriting discount, totaled $37.7 million. The Company
incurred $0.5 million in expenses associated with this stock offering
(other than the underwriting discount). In addition, in December 1995,
the Company completed a public offering of its Common Stock and sold
1,612,500 shares at a price to the public of $24.25 per share (the "1995
Common Stock Offering"). The proceeds received from this sale, net of the
underwriting discount, totaled $36.9 million. The Company incurred $0.6
million in expenses associated with this stock offering (other than
underwriting discount).
On July 12, 1996, following notice from the Company of the redemption on
such date of all $55.25 million principal amount of its 6.0% Notes, the
holders thereof converted all of such 6.0% Notes into an aggregate of
2,156,083 shares of Common Stock issued by the Company (the "6.0% Note
Conversion").
31
<PAGE>
On November 5, 1996, the Company completed a private placement of $172.5
million aggregate principal amount of 5-3/8% Convertible Subordinated
Notes Due November 15, 2006 (the "Convertible Notes") of the Company (the
"Convertible Notes Placement"). In connection with the Convertible Notes
Placement, the Company incurred $4.3 million in costs associated with the
sale of the Convertible Notes, including $3.9 million of underwriters'
discount.
In connection with the McCall Acquisition, the 1996 CNN Transaction, the
6.0% Note Conversion, the Smit Transaction, the NRC Merger, the Coastal
and Phibro transactions and the 1995 CNN Transaction, at December 31,
1996, the Company had issued 5,364,036 shares of its Common Stock. In
addition, if all of the Smit Convertible Notes issued in the Smit
Transaction and all of the Convertible Notes issued in the Convertible
Notes Placement were converted into Common Stock, the Company would issue
a total of 2,946,966 shares of Common Stock at a conversion price of
$66.00 per share (equivalent to a conversion rate of 15.1515 shares of
Common Stock per $1,000 principal amount of the such notes).
On February 24, 1997, the Company announced that its Board of Directors
had authorized the repurchase, from time to time, of up to $35.0 million
of the Company's Common Stock and/or Convertible Notes. The amount may be
increased up to $50.0 million under certain circumstances.
The Company's cash flow levels and operating revenues primarily are
determined by vessels' rates per day worked, overall vessel utilization,
the size of the Company's fleet and the level of spill response activity.
Factors relating to the marine segment are affected directly by the
volatility of oil and gas prices, the level of offshore production and
exploration activity and other factors beyond the Company's control.
Net cash provided by operating activities was $58.7 million, $9.9
million, and $21.1 million in 1996, 1995, and 1994, respectively. The
increase in cash flows from operating activities in 1996 was due
primarily to an increase in the marine business segment's direct vessel
contribution (defined as operating revenues net of direct vessel
operating expenses). Direct vessel contribution rose due primarily to a
net increase in the number of owned vessels and improvement in rates per
day worked and utilization in the U.S. Gulf of Mexico. The decrease in
cash flows from operating activities in 1995 compared to the prior year
was due primarily to a decline in the marine segment's direct vessel
contribution, excluding the effect of the Graham Transaction, and net
working capital. Direct vessel contribution declined due primarily to
decreases in rates per day worked and utilization of the Company's
vessels operating in the U.S. Gulf of Mexico and North Sea that was
caused by weak market conditions. Working capital declined due primarily
to an increase between periods in outstanding receivables resulting
primarily from higher rates per day worked and utilization in periods
that affect those receivables at the relevant period ends and the return
of ten vessels to full operational status that were bareboat
chartered-out in the prior years. The Graham Transaction and NRC Merger
also caused the Company's cash flows from operating activities to decline
in 1995 due primarily to their working capital requirements.
Net cash used in investing activities was $100.1 million, $78.7 million,
and $4.9 million in 1996, 1995, and 1994, respectively. During 1996, the
Company's use of cash in investing activities related primarily to (i)
$54.4 million in the Smit Transaction, (ii) $22.65 million in the 1996
CNN Transaction, (iii) $14.0 million in costs to construct two crew
vessels and improve certain project, supply, anchor handling towing
supply and utility vessels, and (iv) $12.3 million in costs associated
32
<PAGE>
with anchor handling towing supply and crew vessels under construction.
Proceeds from the sale of vessels declined as vessels with lower market
values were sold in 1996 compared to 1995. Further, cash acquired in a
business combination did not recur between 1996 and 1995. During 1995,
the Company (i) completed the Graham Transaction for an aggregate
purchase price of $72.9 million and paid $0.6 million in acquisition
costs, (ii) completed the 1995 CNN Transaction of which $10.25 million
was paid in cash, and (iii) made improvements to vessels and acquired
other capital equipment. Cash flow improved from investing activities in
1995 compared to 1994 due primarily to the sale of marine segment vessels
and from cash acquired in the NRC Merger. During 1994, cash used in
investing activities related primarily to the acquisition of property and
equipment and investment in and advances to the TMM Joint Venture.
Net cash provided by financing activities was $161.5 million and $53.3
million in 1996 and 1995, respectively; however, net cash of $7.7 million
was used in financing activities in 1994. During 1996, cash provided by
financing activities resulted primarily from (i) $168.2 million in net
proceeds from the sale of the Convertible Notes, (ii) $37.2 million in
net proceeds from the Company's 1996 Common Stock Offering, including
$0.5 million of expenses associated with the offering, (iii) $7.7 million
borrowed under the DnB Facility, and (iv) $1.3 million in proceeds from
the exercise of stock options. Cash was used during 1996 for the
repayment of $40.0 million of indebtedness outstanding under the DnB
Facility and $12.9 million principal amount due under promissory notes
and capital leases. In 1995, the Company's borrowings under the DnB
Facility and 1995 Common Stock Offering provided $85.0 million and $36.3
million, respectively, from financing activities. Cash used in financing
activities in 1995 resulted primarily from (i) the Company's repayment of
the remaining outstanding principal balance of $12.5 million due under a
certain Credit Agreement between NRC and CIBC Inc., (ii) the purchase of
$2.25 million of the then outstanding $57.5 million principal amount of
the 6.0% Notes in the open market for $1.98 million, (iii) the optional
and accelerated principal prepayment of $2.3 million on a loan with
Nederlandse Scheepshypotheekbank N.V., (iv) the repayment of $45.0
million under the DnB Facility and (v) the normal repayment of principal
amounts due under notes payable and capital leases. Net cash used in
financing activities in 1994 was due to the normal repayment of principal
amounts due under notes payable.
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 existing cash balances, cash flow
provided by operations and, potentially, through the issuance of
additional shares of its Common Stock or additional indebtedness.
In the twelve-month period ended December 31, 1996, the Company's
additions to property and equipment totaled $157.9 million and primarily
related to capital expenditures made by the marine segment in (i) the
Smit Transaction for vessels and related equipment, (ii) the 1996 CNN
Transaction for vessels, and (iii) vessel improvements and vessel
construction.
The Company has committed to build vessels over the next two years for an
aggregate capital expenditure of approximately $108.0 million.
Approximately $20.5 million has been funded and approximately $9.4
million is committed to be paid by TMM pursuant to a Memorandum of
33
<PAGE>
Understanding, dated September 25, 1996, between TMM and the Company
relating to construction of several vessels. Expenditures for
environmental compliance to modify marinesegment vessels have not been a
significant component of the Company's capital budget.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and related notes are included in
Part IV of this Form 10-K on pages 39 through 68.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
34
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
As permitted by General Instruction G. to this Form 10-K, other than
information with respect to the Company's executive officers which is set
forth in Item 4A of Part I of this Form 10-K, the information required to
be disclosed pursuant to this Item 10 is incorporated in its entirety
herein by reference to the Company's definitive proxy statement to be
filed with the Commission pursuant to Regulation 14A within 120 days
after the end of the Company's last fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
As permitted by General Instruction G. to this Form 10-K, other than the
information which appears under the captions "Report on Executive
Compensation" and "Performance Graph" appearing in pages 14 through 18 of
the Company's definitive proxy statement, the information required to
be disclosed pursuant to this Item 11 is incorporated in its entirety
herein by reference to the Company's definitive proxy statement to be
filed with the Commission pursuant to Regulation 14A within 120 days
after the end of the Company's last fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As permitted by General Instruction G. to this Form 10-K, the information
required to be disclosed pursuant to this Item 12 is incorporated in its
entirety herein by reference to the Company's definitive proxy statement
to be filed with the Commission pursuant to Regulation 14A within 120
days after the end of the Company's last fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As permitted by General Instruction G. to this Form 10-K, the information
required to be disclosed pursuant to this Item 13 is incorporated in its
entirety herein by reference to the Company's definitive proxy statement
to be filed with the Commission pursuant to Regulation 14A within 120
days after the end of the Company's last fiscal year.
35
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Documents filed as part of this report:
1. and 2. Financial Statements and Financial Statement
Schedules.
See Index to Consolidated Financial Statements and Financial
Statement Schedules on page 39 of this Form 10-K.
3. Exhibits:
See Index to Exhibits on pages 71-76 of this Form 10-K.
(b) Reports on Form 8-K:
Current Report on Form 8-K dated October 24,1996 and filed
with the Securities and Exchange Commission on October 24,
1996 (reporting under Item 5 of the Current Report on Form
8-K with respect to the Convertible Notes Placement).
Current Report on Form 8-K dated December 19, 1996 and filed
with the Securities and Exchange Commission on December 24,
1996, as amended by Amendment No. 1 to the 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 with respect to the Smit Transaction and including
therein financial statements required by Rule 3-05(b) and
Article 11 of Regulation S-X).
36
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SEACOR HOLDINGS, INC.
(Registrant)
By: /s/ Charles Fabrikant
------------------------
Charles Fabrikant,
Chairman of the Board,
President and Chief
Executive Officer
Date: March 11, 1997
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles Fabrikant Chairman of the Board, President March 11, 1997
-------------------------- President and Chief Executive
Charles Fabrikant Officer (Principal Executive Officer)
/s/ Randall Blank Executive Vice President, Chief March 11, 1997
-------------------------- Financial Officer and Secretary
Randall Blank (Principal Financial Officer)
/s/ Milton Rose Vice President March 11, 1997
--------------------------
Milton Rose
/s/ Mark Miller Vice President March 11, 1997
--------------------------
Mark Miller
/s/ Timothy McKeand Vice President March 11, 1997
--------------------------
Timothy McKeand
/s/ Anthony R. Jones Vice President March 11, 1997
--------------------------
Anthony R. Jones
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES (CONT.)
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Keith Gregory Vice President March 11, 1997
--------------------------
Keith Gregory
/s/ Lenny P. Dantin Vice President and March 11, 1997
-------------------------- Treasurer (Principal Accounting
Lenny P. Dantin Officer and Controller)
/s/ Granville E. Conway Director March 11, 1997
-----------------------
Granville E. Conway
/s/ Michael E. Gellert Director March 11, 1997
--------------------------
Michael E. Gellert
/s/ Robert J. Pierot Director March 11, 1997
--------------------------
Robert J. Pierot
/s/ Stephen Stamas Director March 11, 1997
--------------------------
Stephen Stamas
/s/ Richard M. Fairbanks III Director March 11, 1997
--------------------------
Richard M. Fairbanks III
/s/ Pierre de Demandolx Director March 11, 1997
---------------------------
Pierre de Demandolx
</TABLE>
38
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
Financial Statements:
Page
Report of Independent Public Accountants.......................... 40
Consolidated Balance Sheets - December 31, 1996 and 1995.......... 41
Consolidated Statements of Income for each of the three years
ended December 31, 1996........................................ 42
Consolidated Statements of Changes in Equity for each of the
three years ended December 31, 1996............................ 43
Consolidated Statements of Cash Flows for each of the three years
ended December 31, 1996........................................ 44
Notes to Consolidated Financial Statements........................ 45
Financial Schedules:
Reports of Independent Public Accountants on Financial
Statement Schedule............................................. 69
Valuation and Qualifying Accounts for each of the three
years ended December 31, 1996.................................. 70
All Financial Schedules, except those set forth above, have been omitted
since the information required is included in the financial statements or
notes or have been omitted as not applicable or required.
39
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To SEACOR Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of SEACOR
Holdings, Inc. (a Delaware corporation) and subsidiaries as of December
31, 1996 and 1995 and the related consolidated statements of income,
changes in equity and cash flows for each of the three years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We
did not audit the 1995 financial statements of CRN Holdings Inc. and
subsidiaries, which statements reflect total assets and total revenues of
9 percent and 17 percent, respectively, in 1995 of the consolidated
totals. Those statements were audited by other auditors whose report has
been furnished to us and our opinion, insofar as it relates to the
amounts included for those entities, is based solely on the report of the
other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
and the report of other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of SEACOR Holdings, Inc. and
subsidiaries as of December 31, 1996 and 1995 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
New Orleans, Louisiana
February 19, 1997
40
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS 1996 1995
--------------- ---------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents........................................................ $ 149,053 $ 28,786
Investment securities............................................................ 311 623
Trade and other receivables, net of allowance for
doubtful accounts of $475 and $380, respectively............................... 46,469 32,900
Affiliate receivables............................................................ 2,224 872
Inventories...................................................................... 1,559 1,602
Prepaid expenses and other....................................................... 1,865 3,490
--------------- ---------------
Total current assets......................................................... 201,481 68,273
--------------- ---------------
Investments, at Equity and Receivables from 50% or Less Owned Companies............. 21,316 6,484
--------------- ---------------
Property and Equipment:
Vessels and equipment............................................................ 475,566 327,352
Other............................................................................ 23,333 10,594
--------------- ---------------
498,899 337,946
Less-accumulated depreciation.................................................... 101,123 75,038
--------------- ---------------
397,776 262,908
--------------- ---------------
Other Assets........................................................................ 15,882 13,218
--------------- ---------------
$ 636,455 $ 350,883
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt................................................ $ 1,793 $ 2,661
Loans to stockholders............................................................ - 1,665
Accounts payable - trade......................................................... 14,690 7,325
Accounts payable - affiliates.................................................... 734 -
Accrued interest................................................................. 1,450 127
Accrued wages.................................................................... 3,377 2,136
Accrued income taxes............................................................. 2,182 1,365
Other current liabilities........................................................ 5,057 4,471
--------------- ---------------
Total current liabilities.................................................... 29,283 19,750
--------------- ---------------
Long-Term Debt ..................................................................... 218,659 108,434
Deferred Income Taxes............................................................... 33,749 36,182
Deferred Gain and Other Liabilities................................................. 2,719 2,116
Minority Interest in Subsidiary..................................................... 974 937
Stockholders' Equity:
Common stock, $.01 par value, 20,000,000 shares authorized; 13,888,133 and
9,886,393 shares issued and 13,831,365 and 9,830,625 shares
outstanding in 1996 and 1995, respectively..................................... 139 99
Additional paid-in capital....................................................... 258,904 127,317
Retained earnings................................................................ 92,005 57,852
Less 56,768 and 55,768 shares held in treasury in 1996 and 1995, respectively,
at cost........................................................................ (622) (576)
Unamortized restricted stock..................................................... (279) (159)
Currency translation adjustments................................................. 924 (1,069)
--------------- ---------------
Total stockholders' equity................................................... 351,071 183,464
--------------- ---------------
$ 636,455 $ 350,883
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
and should be read in conjunction herewith.
41
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(IN THOUSANDS, EXCEPT SHARE DATA)
1996 1995 1994
--------------- --------------- ---------------
<S> <C> <C> <C>
Operating Revenue:
Marine........................................................ $ 193,557 $ 104,894 $ 93,985
Environmental -
Oil spill response.......................................... 12,466 8,927 -
Retainer and other services................................. 18,421 12,838 -
--------------- --------------- ---------------
224,444 126,659 93,985
--------------- --------------- ---------------
Costs and Expenses:
Cost of spill response........................................ 10,398 7,643 -
Operating expenses -
Marine...................................................... 108,043 66,205 55,860
Environmental............................................... 6,227 4,580 -
Administrative and general.................................... 22,304 13,953 7,278
Depreciation and amortization................................. 24,967 18,842 14,108
--------------- --------------- ---------------
171,939 111,223 77,246
--------------- --------------- ---------------
Operating Income................................................. 52,505 15,436 16,739
--------------- --------------- ---------------
Other Income (Expense):
Interest income............................................... 3,558 2,583 1,874
Other......................................................... (104) 228 (267)
Gain/(loss) from equipment sales or retirements............... 2,264 4,076 (388)
McCall acquisition costs...................................... (542) - -
Interest expense.............................................. (5,713) (6,681) (5,422)
--------------- --------------- ---------------
(537) 206 (4,203)
--------------- --------------- ---------------
Income Before Income Taxes, Minority Interest, Equity in Earnings
of 50% or Less Owned Companies, and Extraordinary Item........ 51,968 15,642 12,536
--------------- --------------- ---------------
Income Tax Expense (Benefit):
Current....................................................... 15,215 5,175 4,516
Deferred...................................................... 3,320 335 (148)
--------------- --------------- ---------------
18,535 5,510 4,368
--------------- --------------- ---------------
Income Before Minority Interest, Equity in Earnings of 50% or
Less Owned Companies and Extraordinary Item................... 33,433 10,132 8,168
Minority Interest in Loss of a Subsidiary........................ 244 321 184
Equity in Net Earnings of 50% or Less Owned Companies............ 1,283 872 975
--------------- --------------- ---------------
Income Before Extraordinary Item................................. 34,960 11,325 9,327
Extraordinary Item - Loss on Extinguishment of Debt, net of
income taxes.................................................. 807 - -
--------------- --------------- ---------------
Net Income....................................................... $ 34,153 $ 11,325 $ 9,327
=============== =============== ===============
Earnings (Loss) Per Common Share - Assuming No Dilution:
Income before extraordinary item.............................. $ 3.03 $ 1.50 $ 1.31
Extraordinary item............................................ (.07) - -
--------------- --------------- ---------------
Net income.................................................... $ 2.96 $ 1.50 $ 1.31
=============== =============== ===============
Earnings (Loss) Per Common Share - Assuming Full Dilution:
Income before extraordinary item.............................. $ 2.73 $ 1.36 $ 1.22
Extraordinary item............................................ (.06) - -
--------------- --------------- ---------------
Net income.................................................... $ 2.67 $ 1.36 $ 1.22
=============== =============== ===============
Weighted Average Common Shares:
Assuming no dilution.......................................... 11,533,198 7,547,330 7,142,355
Assuming full dilution........................................ 13,568,933 10,032,339 9,625,544
</TABLE>
The accompanying notes are an integral part of these financial statements
and should be read in conjunction herewith.
42
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(IN THOUSANDS)
Unamortized Currency
Common Additional Retained Treasury Restricted Translation
Stock Paid-in Capital Earnings Stock Stock Adjustments
------------------------------------------- ----------- -------------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1996
------------------------------------------
Balance, December 31, 1995 $ 99 $ 127,317 $ 57,852 $ (576) $ (159) $ (1,069)
Add - Net income for the year
ended December 31, 1996 - - 34,153 - - -
- Issuance of common stock:
Public offering 9 37,670 - - - -
2.5% note conversion 2 3,939 - - - -
6% note conversion 21 53,764 - - - -
Smit vessel acquisition 7 33,635 - - - -
Exercise of stock options 1 2,452 - - - -
Issuance of restricted stock - 575 - - (575) -
- Cancellation of restricted
stock - - - (46) 46 -
- Amortization of restricted
stock - - - - 409 -
- Net currency translation
adjustments - - - - - 1,993
Deduct - Public offering costs - (448) - - - -
----------- -------------- ------------- ----------- -------------- ---------
Balance, December 31, 1996 $ 139 $ 258,904 $ 92,005 $ (622) $ (279) $ 924
============================================================================================================================
1995
------------------------------------------
Balance, December 31, 1994 $ 72 $ 66,319 $ 46,528 $ (576) $ - $ (861)
Add - Net income for the year
ended December 31, 1995 - - 11,325 - - -
- Issuance of common stock:
NRC merger 3 5,704 - - - -
CNN acquisition 5 11,295 - - - -
Public offering 16 36,926 - - - -
Coastal/Phibro transaction 3 7,497 - - - -
Other - 4 - - - -
- Issuance of restricted stock - 216 - - (216) -
- Amortization of restricted
stock - - - - 57 -
Deduct - Public offering costs - (644) - - - -
- Dividends paid - - (1) - - -
- Net currency translation
adjustments - - - - - (208)
----------- -------------- ------------- ----------- -------------- ---------
Balance, December 31, 1995 $ 99 $ 127,317 $ 57,852 $ (576) $ (159) $ (1,069)
============================================================================================================================
1994
------------------------------------------
Balance, December 31, 1993 $ 72 $ 66,319 $ 37,202 $ (576) $ - $ (2,484)
Add - Net income for the year
ended December 31, 1994 - - 9,327 - - -
- Net currency translation
adjustments - - - - - 1,623
Deduct - Dividends paid - - (1) - - -
----------- -------------- ------------- ----------- -------------- ---------
Balance, December 31, 1994 $ 72 $ 66,319 $ 46,528 $ (576) $ - $ (861)
===========================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
and should be read in conjunction herewith.
43
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(IN THOUSANDS)
1996 1995 1994
-------------- ------------- -------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Income..............................................................$ 34,153 $ 11,325 $ 9,327
Depreciation and amortization........................................... 24,967 18,842 14,108
Mobilization amortization............................................ 40 44 415
Restricted stock amortization........................................ 409 57 -
Bad debt expense..................................................... 238 100 98
Debt discount amortization........................................... 137 277 309
Deferred income taxes................................................ 3,320 335 (148)
Equity in net earnings of 50% or less owned companies................ (1,283) (872) (975)
Extraordinary loss, extinguishment of debt........................... 807 - -
Gain on purchase of 6% Convertible Subordinated Notes................ - (199) -
(Gain)/loss from equipment sales or retirements...................... (2,264) (4,076) 388
Minority interest in loss of a subsidiary............................ (244) (321) (184)
Other................................................................ 239 257 176
Changes in operating assets and liabilities -
Decrease in restricted cash........................................ - 308 87
(Increase) in receivables.......................................... (14,819) (14,807) (261)
(Increase) decrease in inventories................................. 69 (79) (255)
(Increase) decrease in prepaid expenses and other assets........... 609 (1,620) (236)
Increase (decrease) in accounts payable, accrued and other
liabilities..................................................... 12,359 368 (1,699)
-------------- ------------- -------------
Net cash provided by operations.................................. 58,737 9,939 21,150
-------------- ------------- -------------
Cash Flows from Investing Activities:
Purchases of property and equipment.................................. (50,794) (14,534) (3,371)
Proceeds from the sale of marine vessels and equipment............... 3,441 7,522 450
Investments in and advances to 50% or less owned companies........... (65) (916) (1,342)
Principal payments on notes due from 50% or less owned companies..... 942 431 -
Principal payments received under a sale-type lease.................. 183 117 -
Cash acquired in the NRC Merger...................................... - 2,176 -
Acquisition of John E. Graham & Sons................................. - (73,463) -
Purchase of investment securities.................................... (330) (28) (592)
Proceeds from sale of investment securities.......................... 642 - -
Acquisition of vessels and joint venture interests from SMIT
Internationale N.V................................................ (54,427) - -
Other ............................................................... 288 - -
-------------- ------------- -------------
Net cash (used in) investing activities.......................... (100,120) (78,695) (4,855)
-------------- ------------- -------------
Cash Flows from Financing Activities:
Payments of long-term debt and stockholder loans..................... (52,743) (66,609) (10,888)
Proceeds from issuance of long-term debt and stockholder loans....... 7,711 87,283 3,175
Net proceeds from sale of common stock and capital contribution...... 37,231 36,302 -
Purchase of 6% Convertible Subordinated Notes........................ - (1,980) -
Debt issue cost, Den norske Bank ASA, revolving credit facility...... - (667) -
Payments on capital lease obligations................................ (172) (1,037) -
Net proceeds from sale of 5-3/8% Convertible Subordinated Notes...... 168,189 -
Proceeds from the exercise of stock options.......................... 1,266 - -
Payment of dividends................................................. - (1) (1)
-------------- ------------- -------------
Net cash provided by (used in) financing activities.............. 161,482 53,291 (7,714)
-------------- ------------- -------------
Effects of Exchange Rate Changes on Cash and Cash Equivalents........... 168 (81) 130
-------------- ------------- -------------
Net Increase (Decrease) in Cash and Cash Equivalents.................... 120,267 (15,546) 8,711
Cash and Cash Equivalents, beginning of period.......................... 28,786 44,332 35,621
-------------- ------------- -------------
Cash and Cash Equivalents, end of period................................$ 149,053 $ 28,786 $ 44,332
============== ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements
and should be read in conjunction herewith.
44
<PAGE>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND ACCOUNTING POLICIES:
SEACOR Holdings, Inc. ("SEACOR") and its subsidiaries (the "Company")
furnish vessel support to the offshore oil and gas exploration and
production industry and provide contractual oil spill response and
related services to companies who store, transport, produce, or handle
petroleum and certain non-petroleum oils as required by the Oil Pollution
Act of 1990 ("OPA 90"). The Company operates principally in the United
States, offshore West Africa, the North Sea, the Far East, and Latin
America.
BASIS OF CONSOLIDATION --
The consolidated financial statements include the accounts of SEACOR and
its subsidiaries including the McCall Affiliated Companies (see Note 5),
all of which are wholly owned by SEACOR, except for a 9% minority
interest in a subsidiary that owns 11 vessels which operate primarily in
the North Sea. The equity method of accounting is used by the Company
when it has a 20% to 50% ownership interest in other entities and the
ability to exercise significant influence over their operating and
financial policies. The investments in 50% or less owned entities are
carried at cost, adjusted for the Company's equity in their undistributed
earnings. All significant intercompany accounts and transactions between
the Company and its majority and wholly owned subsidiaries have been
eliminated in consolidation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
CASH AND CASH EQUIVALENTS --
Cash equivalents refer to securities with original maturities of three
months or less.
INVESTMENT SECURITIES --
The Company holds investments in U.S. Government debt securities. These
securities are accounted for as held-to-maturity securities; and,
accordingly are reflected at amortized cost, which approximates fair
value at December 31, 1996 and 1995.
ACCOUNTS RECEIVABLE --
Customers of vessel support services are primarily major and large
independent oil and gas exploration and production companies; whereas,
customers of oil spill response services include tank vessel
owner/operators, refiners, terminals, exploration and production
facilities and pipeline operators. The Company's customers are granted
credit on a short-term basis and related credit risks are considered
minimal.
45
<PAGE>
INVENTORIES --
Inventories consist of vessel spare parts, fuel, and supplies that are
recorded at cost and charged to vessel expenses as consumed.
PROPERTY AND EQUIPMENT --
Property and equipment are recorded at historical cost and depreciated
over the estimated useful lives of the related assets. Depreciation is
computed on the straight line method for financial reporting purposes.
Maintenance and repair costs, including routine dry dock inspections on
vessels in accordance with maritime regulations, are charged to operating
expense as incurred. Expenditures that extend the useful life or improve
the marketing and commercial characteristics of vessels and major
renewals or improvements to other properties are capitalized.
Vessels and related equipment are depreciated over 20-25 years; all other
property and equipment are depreciated and amortized over two to ten
years.
OTHER ASSETS --
Other assets consist primarily of goodwill, a net investment in a
sale-type lease, debt issue costs, and costs relating to non-compete
agreements. The intangible assets, carried at cost less accumulated
amortization, are amortized to operations primarily on a straight line
basis over their estimated period of benefit, ranging from three to
twenty years. Amortization expense for the years ended December 31, 1996,
1995, and 1994 was $1,369,000, $729,000, and $769,000, respectively.
Accumulated amortization was $1,536,000 and $2,189,000 as of December 31,
1996 and 1995, respectively.
INCOME TAXES --
Deferred income tax assets and liabilities have been provided in
recognition of the income tax effect attributable to the difference
between assets and liabilities reported in the tax return and financial
statements. Deferred tax assets or liabilities are provided using the
enacted tax rates expected to apply to taxable income in the periods in
which the deferred tax assets and liabilities are expected to be settled
or realized.
FOREIGN CURRENCY TRANSLATION --
The assets, liabilities, and results of operations of certain SEACOR
subsidiaries are measured using the currency of the primary foreign
economic environment within which they operate, their functional
currency. For purpose of consolidating these subsidiaries with SEACOR,
the assets and liabilities of these foreign operations are translated to
U.S. dollars at currency exchange rates as of the balance sheet date and
for revenue and expenses at the weighted average currency exchange rates
during the applicable reporting periods. Translation adjustments
resulting from the process of translating these subsidiaries' financial
statements are included in stockholders' equity.
46
<PAGE>
Certain SEACOR subsidiaries also enter into transactions denominated in
currencies other than their functional currency. Changes in currency
exchange rates between the functional currency and the currency in which
a transaction is denominated is included in the determination of net
income in the period in which the currency exchange rates change. Foreign
currency exchange gains or losses included in determining net income have
not been material. Gains and losses on foreign currency transactions that
are designated as, and effective as, economic hedges of a net investment
in a foreign entity (such as debt denominated in a foreign currency) are
not included in determining net income but are included in stockholders'
equity as translation adjustments.
REVENUE RECOGNITION --
The Company's marine transportation business earns revenue primarily from
time or bareboat charter of vessels to customers based upon daily rates
of hire. Rates of hire earned under time and bareboat charters vary
substantially in direct proportion to the operating expenses incurred in
conjunction with each type of charter. Typically, under time charter
arrangements, the vessels' operating expenses are the responsibility of
the Company; whereas, under bareboat charters, the vessels' operating
expenses are paid by the charterer. Vessel charters may range from
several days to several years.
Environmental customers are charged retainer fees for ensuring by
contract the availability at predetermined rates of the Company's
response services and equipment. 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 the Company's
customers. Certain vessel owners pay in advance a minimum annual retainer
fee based upon the number and size of vessels in each such owner's fleet
and in some circumstances pay the Company 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 the Company's retainer service and such
fee is recognized ratably throughout the year. Facility owners generally
pay a quarterly fee 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. 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 year.
Consequently, spill response revenue can vary greatly between comparable
periods.
RELIANCE ON FOREIGN OPERATIONS --
For the years ended December 31, 1996, 1995, and 1994, approximately 31%,
30%, and 33%, respectively, of the Company's offshore marine revenues
were derived from foreign operations. As a result of the consummation of
the Smit Transaction (see Note 6), the Company expects to derive a
substantially greater portion of its revenues from foreign operations
and, accordingly,
47
<PAGE>
anticipates that its foreign operations as a percentage of its total
offshore marine revenues will increase materially. The Company's foreign
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 regulations, 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.
EARNINGS PER SHARE --
Earnings per common share assuming no dilution was 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.
During 1996, 2,156,083 and 156,650 common shares were issued by the
Company upon conversion of its 6.0% Convertible Subordinated Notes Due
July 1, 2003 (the "6.0% Notes") and 2.5% Convertible Subordinated Notes
Due January 1, 2004 (the "2.5% Notes), respectively. If these
conversions had occurred on January 1, 1994, earnings per common share
assuming no dilution would have been $2.78, $1.39, and $1.24 for the
years ended December 31, 1996, 1995, and 1994, respectively. These
amounts were calculated by adjusting the reported net earnings by the
interest, net of tax, on the 6.0% Notes and 2.5% Notes and adjusting the
weighted average shares for the shares issued upon conversion of the 6.0%
Notes and 2.5% Notes.
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, income before extraordinary item and net income were adjusted
for interest expense and applicable debt discount amortization (net of
income tax) associated with the convertible subordinated notes.
RECLASSIFICATIONS --
Certain reclassifications of prior year information have been made to
conform with the current year presentation.
48
<PAGE>
2. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The estimated fair value amounts of the Company's financial instruments
have been determined using available market information and appropriate
valuation methodologies. Considerable judgment was required in developing
the estimates of fair value, and accordingly, the estimates presented
herein, in thousands of dollars, are not necessarily indicative of the
amounts realizable in a current market exchange.
<TABLE>
<CAPTION>
Carrying Fair
December 31, 1996 Amount Value
- ------------------------------------------------------------------------ -------------- -------------
<S> <C> <C>
Assets:
Cash and temporary cash investments.................................. $ 149,053 $ 149,053
Investment securities................................................ 311 311
Notes receivable from 50% or less owned companies.................... 2,021 2,021
Liabilities:
Long-term debt....................................................... 220,452 249,553
Indebtedness to a minority shareholder of a subsidiary............... 1,093 1,230
</TABLE>
The carrying values of cash and temporary cash investments, investment
securities, and notes receivable due from 50% or less owned companies are
a reasonable estimate of their fair value. The estimated value of the
Company's long-term debt and indebtedness to a minority shareholder of a
subsidiary of the Company was determined by discounting the future cash
flows using market information as to borrowing rates for debt of similar
terms and maturity and, with respect to convertible debt (see Note 14),
the conversion feature of those financial instruments.
3. POOLING ARRANGEMENTS:
On December 17, 1993, the Company entered into a pooling arrangement (the
"SEAFISH Pool"), effective January 1, 1994, with Compagnie Nationale de
Navigation ("CNN"), a French corporation engaged in various sectors of
the marine shipping industry, which sold and leased back (bareboat
chartered) from the Company ten offshore towing supply vessels. Under the
terms of the arrangement, revenue and expenses of certain vessels owned
and operated by the Company and certain vessels owned or bareboat
chartered and operated by CNN were pooled and the net pool results were
shared by both parties equally after giving effect to certain preference
payments. Pursuant to an agreement under which the Company acquired
additional vessels from CNN, the pooling arrangement and lease back of
ten vessels were terminated effective October 1, 1995.
SEAFISH Ltd., a Bahamian corporation owned jointly by SEACOR and CNN, was
assigned the responsibility to coordinate the activities of all vessels
in the SEAFISH Pool. Immediately prior to terminating the SEAFISH Pool,
the Company and CNN had 12 and 21 participating vessels, respectively,
and at December 31, 1994, the respective count of participating vessels
was 11 and 15. For a fee, the Company provided management and accounting
services to SEAFISH Ltd. For the years ended December 31, 1995 and 1994,
the effect on the Company's revenue from its participation in the SEAFISH
Pool was a reduction in revenue of $972,000 and an increase in revenue of
$337,000, respectively.
On January 1, 1995, the SEAVEC Pool commenced operations. The SEAVEC Pool
was formed to coordinate the marketing in the North Sea standby market of
eleven vessels owned by the Company and five vessels from Toisa Ltd., an
unrelated offshore marine transportation and services company. Under the
pooling arrangement, operating revenue is pooled and distributed to
49
<PAGE>
each company pursuant to a formula derived from the class of vessels each
company contributes to the pool. For the year ended December 31, 1996 and
1995, the effect on the Company's revenue from its participation in the
SEAVEC Pool was a reduction of $974,000 and $313,000, respectively. Ten
vessels owned by the Company were participating in the Pool at December
31, 1996.
4. NRC MERGER:
On March 14, 1995, SEACOR acquired the remaining 57.1% of the outstanding
common stock of NRC Holdings that it did not already own through a merger
(the "NRC Merger") of NRC Holdings with and into CRN Holdings Inc.
("CRN"), a wholly owned subsidiary of SEACOR. Following the NRC Merger,
the financial condition, results of operations, and cash flows of the
newly acquired environmental subsidiaries, primarily operating through
the National Response Corporation ("NRC"), were reflected in the
Company's consolidated financial statements. Prior to March 14, 1995, the
Company reported its equity interest in NRC Holdings as an investment in
50% or less owned company that was accounted for by the equity method.
CRN, the surviving corporation of the NRC Merger, primarily through its
wholly owned subsidiary, NRC, is engaged in the business of responding to
marine oil spills and planning for environmental emergencies. SEACOR
issued 292,965 shares of its common stock pursuant to the transaction
that were valued at $5,707,000. The Company already owned 42.9% of NRC
Holdings which was carried on the Company's books at a value net of
deferred taxes of $995,000. The purchase method was used to account for
this business combination. The excess of cost over estimated fair value
of the net assets acquired, including $138,000 in direct costs incurred
in conjunction with the transaction, of which $3,447,000 will be
amortized to expense over 20 years using the straight line method. The
estimated fair values of assets and liabilities of NRC Holdings at the
date of the NRC Merger are as follows, in thousands of dollars:
<TABLE>
<CAPTION>
Caption Amount
- ------------------------------------------------------------------------ ---------------
<S> <C>
Current Assets.......................................................... $ 6,008
Property and Equipment.................................................. 21,219
Capitalized Lease....................................................... 1,807
Other Assets............................................................ 100
Goodwill................................................................ 3,447
Deferred Income Taxes................................................... 404
Current Liabilities..................................................... (5,741)
Capital Lease Obligations............................................... (1,577)
Bank Loan Payable....................................................... (12,500)
Deferred Revenue........................................................ (6,327)
---------------
$ 6,840
===============
</TABLE>
The following unaudited pro forma information has been prepared as if the
merger had occurred at the beginning of each of the periods ended
December 31, 1995 and 1994, in thousands of dollars, except per share
data. This pro forma information has been prepared for comparative
purposes only and is not necessarily indicative of what would have
occurred had the merger taken place on the dates indicated, nor does it
purport to be indicative of the future operating results of the Company.
The results of NRC Holdings for the year ended December 31, 1994, were
impacted favorably by its involvement in a major oil spill response in
San Juan, Puerto Rico. As spill response revenue is dependent on the
magnitude of any one spill response and the number of spill responses in
a given year, operating results can vary greatly between periods. The
50
<PAGE>
favorable effect of the major spill response and its effect on operating
results in 1994 is not indicative of a trend or of anticipated results in
future periods.
<TABLE>
<CAPTION>
Caption 1995 1994
- ------------------------------------------------------------------------ -------------- --------------
<S> <C> <C>
Revenues................................................................ $ 130,735 $ 134,056
Net Income.............................................................. 11,477 10,073
Earnings Per Share Assuming No Dilution................................. 1.52 1.36
</TABLE>
5. MCCALL ACQUISITION:
On May 31, 1996, the Company acquired McCall Enterprises, Inc. ("McCall")
and affiliated companies (collectively, the "McCall Companies") which
operate 36 crew boats and five utility boats dedicated to serving the oil
and gas industry primarily in the U.S. Gulf of Mexico. In consideration
for such acquisition (the "McCall Acquisition"), which was accomplished
pursuant to a series of merger and share exchange agreements involving
the Company, certain subsidiaries of the Company, the McCall Companies
and the former stockholders of the McCall Companies, the former
stockholders of the McCall Companies have received an aggregate of
1,306,550 shares of the Company's common stock. The McCall Acquisition
has been accounted for as a pooling of interests, and the accompanying
financial statements are based upon the assumption that the companies
were combined for the year ended December 31, 1996 and the financial
statements of the prior years have been restated to give effect for the
business combination. All expenses related to effecting this business
combination, totaling $542,000, have been charged to other expense.
Selected separate and combined financial information of the Company and
McCall for the years ended December 31, 1996, 1995, and 1994 is presented
below.
<TABLE>
<CAPTION>
The Company McCall Adjustments (1) Combined
---------------- ----------- -------------------- -------------
<S> <C> <C> <C> <C>
Operating Revenue:
1996........................$ 200,342 $ 24,102 $ - $ 224,444
1995........................ 106,269 20,029 361 126,659
1994........................ 74,366 19,619 - 93,985
Net Income:
1996........................ 30,684 3,469 - 34,153
1995........................ 10,226 1,099 - 11,325
1994........................ 7,906 1,421 - 9,327
<FN>
(1) In August 1995, the Company and an affiliate of McCall formed
SEAMAC OFFSHORE, L.L.C. ("SEAMAC"), which was jointly owned and
which operated two vessels offshore Nigeria. Prior to the McCall
Acquisition, SEACOR recorded its interest in this venture based
upon its 50% equity interest. As a result of the McCall
Acquisition, this venture was dissolved and the assets are wholly
owned by the Company. This adjustment consolidates 100% of SEAMAC
with SEACOR.
</FN>
</TABLE>
6. VESSEL ACQUISITIONS AND DISPOSITIONS:
GRAHAM ACQUISITION --
On September 15, 1995, the Company acquired substantially all the assets
of John E. Graham & Sons and certain of its affiliated companies
(collectively, "Graham") for $72,854,000 in cash (the "Graham
Acquisition"). The purchased assets included 127 marine vessels used to
support the offshore oil and gas exploration and production industry in
the U.S. Gulf of Mexico, real estate, capital equipment and inventory
associated with the operation of these vessels. The acquisition was
financed with $74,000,000 of borrowings under a revolving credit facility
(the "DnB Facility") entered into with Den norske Bank ASA ("DnB"). The
difference between the amount borrowed and paid to Graham to acquire the
assets was used to defray debt issue and acquisition costs,
51
<PAGE>
totaling $1,208,000. Acquisition costs, totaling $609,000, have been
allocated to the vessels acquired, and debt issue costs, totaling
$599,000, are reported in other assets.
1995 CNN ACQUISITION --
On November 14, 1995, the Company acquired three towing supply vessels
from CNN and entered into an agreement to acquire two anchor handling
towing supply vessels and certain other vessel related assets for
aggregate consideration of $21,550,000. Of such consideration,
$11,300,000 was paid for by issuing 459,948 shares of SEACOR's common
stock to CNN and $10,250,000 was paid for in cash on December 14, 1995
when the two anchor handling towing supply vessels were delivered to the
Company (the "1995 CNN Acquisition"). The Company borrowed $11,000,000
from the DnB Facility to finance the cash portion of the consideration
and pay acquisition costs. Pursuant to the 1995 CNN Acquisition, the
Company and CNN agreed to (i) terminate CNN's bareboat charters covering
ten vessels owned by the Company, effective October 1, 1995, (ii)
terminate the SEAFISH Pooling arrangement, effective October 1, 1995,
(iii) bareboat charter to the Company, effective October 1, 1995, one
vessel owned by CNN with an option to purchase, (iv) provide the Company
a right of first refusal until December 31, 1999, under which terms CNN
shall not sell or transfer all or part of its interest in any of three
additional vessels owned by CNN, (v) permit SEACOR to acquire 50% of the
outstanding shares of Feronia International Shipping S.A. ("FISH"), a
French corporation owned by CNN, for a cost of $60,000, effective January
1, 1996, (vi) allow CNN to sell to SEACOR all of CNN's right, title, and
interest in and to all of the shares owned by CNN in SEAFISH Ltd. for a
purchase price of $5,000, effective January 1, 1996, (vii) reimburse CNN
for certain costs associated with CNN's early termination of employment
contracts for officers and crews that worked aboard seven of the
Company's vessels which were previously bareboat chartered to CNN (at
December 31, 1995, the Company recorded a liability of $700,000 regarding
these contract termination costs and has included such cost in the
purchase price of the five vessels acquired), and (viii) designate FISH
as manager, for a fee, of the Company's vessels operating offshore West
Africa and in the Arabian Gulf and certain other additional vessels owned
by CNN.
1996 CNN TRANSACTION --
Pursuant to an agreement entered into by the Company and CNN in June 1996
(the "1996 CNN Agreement"), the Company consummated a transaction
providing for the acquisition from CNN of six vessels for $22,650,000 in
cash (the "1996 CNN Transaction"). At closing, the Company prepaid
$9,600,000 aggregate principal amount of the indebtedness outstanding
under promissory notes previously issued to CNN by the Company. In
addition, CNN converted $4,750,000 principal amount of the Company's 2.5%
Notes into 156,650 shares of common stock (in accordance with the terms
of the 2.5% Notes), and subsequently sold all 616,598 shares of the
Company's common stock then owned by it (including the shares of common
stock received by CNN upon such conversion) in the Company's July 3, 1996
underwritten public offering.
The Company's common stock issued in July 1996 upon conversion of the
2.5% Notes was recorded at $3,941,000, the net carrying value of the 2.5%
Notes that includes $4,750,000 of the then outstanding principal amount
and $809,000 of related debt discount. The difference between the
$9,600,000 paid to extinguish certain promissory notes due CNN and their
$8,358,000 net carrying value was recorded as an $807,000 extraordinary
loss (net of income taxes).
52
<PAGE>
SMIT TRANSACTION --
On December 19, 1996, the Company acquired substantially all of the
offshore vessel assets, vessel spare parts, and certain related joint
venture interests owned by Smit Internationale N.V. ("Smit") and its
subsidiaries (the "Smit Transaction"). The aggregate consideration,
including amounts payable under certain lease purchase agreements for two
vessels, consisted of: (i) approximately $71,449,000 in cash (including
approximately $357,000 for certain vessel spare parts), (ii) 712,000
shares of common stock of which 31,517 shares were issued subsequent to
December 31, 1996, and (iii) up to $22,000,000 principal amount of the
Company's Series A 5-3/8% Convertible Subordinated Notes Due November 15,
2006 (the "Smit Convertible Notes") of which $15,250,000 principal amount
were issued at close. In addition, the definitive agreements for the Smit
Transaction provide for the payment by the Company, in combination of
cash and non-convertible notes, of up to $47,200,000 of additional
consideration based upon the earnings performance during 1997 and 1998 by
certain of the assets acquired from Smit. The acquired assets include a
100% interest in 24 vessels, a 50% interest in nine vessels sold by Smit
directly, and Smit's interest in joint ventures that own and operate 12
vessels.
Pursuant to the Smit Transaction, the Company and certain subsidiaries of
Smit also entered into Ship Management Agreements for the provision by
Smit of crewing and technical management services for 20 of the vessels
acquired by the Company from Smit.
As part of the Smit Transaction, the Company has agreed to use
commercially reasonable efforts to nominate and elect to SEACOR's Board
of Directors one person designated by Smit for so long as Smit is the
beneficial owner of at least 5% of the outstanding common stock of the
Company. Furthermore, in a press release dated December 19, 1996, SEACOR
announced its intention to change its corporate name to SEACOR SMIT Inc.,
subject to the approval of the Company's stockholders at the Company's
annual meeting of stockholders.
In addition, on December 19, 1996, the Company and Smit signed a letter
of intent providing for the Company to acquire, on or before April 30,
1997, an additional four vessels (the "Malaysian Purchase") that are
owned by a Malaysian joint venture in which Smit has an interest for
aggregate consideration of $12,909,000. The terms of the Malaysian
Purchase are preliminary in nature and there can be no assurance that any
definitive transaction documentation will be entered into or, if entered
into, that the Malaysian Purchase will be consummated.
VESSEL DISPOSITIONS --
The pre-tax loss from equipment retirements in 1994 resulted primarily
from the write-off of certain previously capitalized costs of a vessel
which was withdrawn from standby safety service in the North Sea and
relocated to the U.S. Gulf of Mexico for well stimulation service. In
1995, the pre-tax gain from equipment sales resulted primarily from the
Company's sale of four supply and six utility vessels. This gain was
offset by a pre-tax loss from the retirement of certain previously
capitalized costs that also related to a vessel which was withdrawn from
standby safety service in the North Sea and relocated to the U.S. Gulf of
Mexico for well stimulation service. In 1996, the pre-tax gain from
equipment sales resulted primarily from the sale of 16 utility vessels.
53
<PAGE>
7. INVESTMENTS IN AND RECEIVABLES FROM 50% OR LESS OWNED COMPANIES:
Investments, carried at equity, consist of the following at December 31,
1996 and 1995:
<TABLE>
<CAPTION>
Company 1996 1995
- ------------------------------------------------------------------------ --------- ----------
<S> <C> <C>
SEAFISH Ltd............................................................. - 50.0%
Feronia International Shipping S.A...................................... 50.0% -
SEACOR-Smit (Aquitaine) Ltd............................................. 50.0% -
Energy Logistics, Inc................................................... 50.0% -
Clean Pacific Alliance, L.L.C........................................... 50.0% -
Supplylink (UK) Ltd..................................................... 50.0% -
Supplylink International B.V............................................ 50.0% -
Minvest S.A............................................................. 50.0% -
Red Dragon Marine Services Ltd.......................................... 50.0% -
Smit-Lloyd Mainport (Ireland) Ltd....................................... 50.0% -
Smit-Lloyd Matsas (Hellas) Shipping Company S.A......................... 40.0% -
Maritima Mexicana, S.A.................................................. 40.0% 40.0%
SEAMEX International, Ltd............................................... 40.0% 40.0%
West Africa Offshore, Ltd............................................... 40.0% 40.0%
Smit Swire Shilbaya Egypt Ltd........................................... 33.3% -
South Atlantic Offshore Services S.A.................................... 25.7% -
</TABLE>
Until October 1, 1995, SEAFISH Ltd. coordinated the activities of certain
vessels owned and operated by the Company and certain vessels owned or
bareboat chartered and operated by CNN that participated in a pooling
arrangement (see Note 3). For purposes of the pooling arrangement,
SEAFISH Ltd. acted as a custodian of cash balances relating to the
Company's and CNN's pool activities and recorded no revenues or expenses
from the pooling arrangement. Therefore, the net pool results were not
included in equity in net earnings of 50% or less owned companies.
Pursuant to the 1995 CNN Acquisition (see Note 6), SEACOR and CNN agreed
to terminate the SEAFISH Pool and SEACOR acquired all of CNN's rights,
title and interest in and to all of the shares owned by CNN in SEAFISH
Ltd. for a purchase price of $5,000, effective January 1, 1996.
On March 14, 1995, SEACOR acquired the remaining 57.1% of the outstanding
common stock of NRC Holdings that it did not already own through a merger
of NRC Holdings with and into CRN. Following the NRC Merger, the
financial condition, results of operations, and cash flows of the newly
acquired environmental subsidiaries, primarily operating through NRC,
were reflected in the Company's consolidated financial statements. (see
Note 4). Until the NRC Merger on March 14, 1995, and during 1994, the
Company earned operating revenue of $68,000 and $347,000, respectively,
from NRC. The fees related primarily to capital improvements made by the
Company to an owned and operated vessel and certain other expenses
incurred in support of NRC's oil spill response activities. In 1994 and
until the NRC Merger in 1995, the Company also provided management
services to NRC for a fee. The amount previously recorded by the Company
as its equity in the earnings of NRC Holdings differed from its 42.9% pro
rata share of the company's book value primarily because of the effect of
the warrants held by two principal customers to purchase 40% of the
common stock of NRC (see Note 8). Equity in earnings of NRC Holdings,
Inc. and its subsidiaries, net of applicable income taxes, was $607,000
for the year ended December 31, 1994 and insignificant for the year ended
December 31, 1995.
During 1996, the Company and Baker Energy, a unit of Michael Baker
Corporation, a U.S. public company, completed the structuring of a joint
venture, Energy Logistics, Inc., to provide logistics
54
<PAGE>
services for the offshore industry, including the coordination and
provision of marine, air and land transportation, materials handling and
storage, inventory control and "just in time" procurement.
During 1994, the Company and Transportacion Maritima Mexicana S.A. de
C.V. ("TMM"), a Mexican corporation, completed their structuring of a
joint venture to serve the Mexican offshore market (the "TMM Joint
Venture"). The TMM Joint Venture is comprised of two corporations,
Maritima Mexicana, S.A. and SEAMEX International, Ltd.
In March 1995, the Company sold a supply vessel to the TMM Joint Venture
for $1,700,000 in cash that resulted in the recognition of an immediate
gain of $473,000 and the deferral of a $315,000 gain. Deferred gains
recognized in connection with the sale of vessels by the Company to the
TMM Joint Venture are being amortized to income over the depreciable
lives of vessels sold. Also, in March 1995, the Company entered into a
sale-type lease for one of its vessels with the TMM Joint Venture. The
lease expires in seven years and contains options which permit the TMM
Joint Venture to purchase the vessel at various dates during the lease
term. Unearned income and deferred gain relating to the sale-type lease
are being amortized to income and totaled $485,000 and $387,000 for the
years ended December 31, 1996 and 1995, respectively. Additionally in
1995, the Company advanced the TMM Joint Venture $680,000 in cash to
acquire equipment in exchange for a note receivable.
The Company has notes receivable due from the TMM Joint Venture.
Principal and interest payments are due in quarterly installments which
extend through 2000. The notes bear interest at prime plus two percent,
and earned interest income was $253,000, $302,000, and $147,000 for the
years ended December 31, 1996, 1995 and 1994, respectively.
During 1995 and 1994, the TMM Joint Venture chartered vessels and
utilized other services of the Company. Charter and other revenue earned
by the Company from this operation for the years ended December 31, 1995
and 1994 were $369,000 and $624,000, respectively. The Company's equity
in earnings of the TMM Joint Venture, net of applicable income taxes, was
$951,000 $873,000, and $368,000 for the years ended December 31, 1996,
1995, and 1994, respectively, and results of 1996 include a gain from the
sale of a vessel.
West Africa Offshore, Ltd. has been the Company's principal agent for
vessels operating offshore West Africa and is reimbursed for its
operating expenses. Pursuant to FISH expanding its vessel management
responsibilities in behalf of the Company (see discussion below) agency
support of West Africa Offshore, Ltd. will be limited primarily to the
Company's operations in Nigeria.
Pursuant to the 1995 CNN Acquisition (see Note 6), SEACOR acquired 50% of
the outstanding shares of FISH, a French corporation, for a cost of
$60,000, effective January 1, 1996. FISH has agreed to manage the
Company's vessels operating offshore West Africa and in the Arabian Gulf
and certain other additional vessels owned by CNN. The FISH management
fees for the years ended December 31, 1996 and 1995 totaled $2,456,000
and $226,000, respectively. The Company's equity in earnings of FISH, net
of applicable income taxes, was $65,000 for the year ended December 31,
1996.
Pursuant to the Smit Transaction (see Note 6), the Company acquired joint
venture interests in SEACOR-Smit (Aquitaine) Ltd., Supplylink (UK) Ltd.,
Supplylink International B.V., Minvest S.A., Red Dragon Marine Services
Ltd., Smit-Lloyd Mainport Ltd., Smit-Lloyd Matsas (Hellas) Shipping
55
<PAGE>
Company S.A., Smit-Swire Shilbaya Egypt Ltd., and South Atlantic Offshore
Services S.A. Subsequent to December 31, 1996, the Company acquired the
49% joint venture interest owned by Smit in Ultragas Smit-Lloyd Ltda.
pursuant to the Smit Transaction.
In 1996, NRC expanded its spill response coverage to include the West
Coast of the United States through Clean Pacific Alliance, L.L.C.
("CPA"), a joint venture between NRC and Crowley Marine Services Inc. CPA
has established dedicated oil spill response capabilities including two
response vessels, response depots, a contractually available Marine
Response Network and a client service center. The Company's equity in
earnings of CPA, net of applicable income taxes, was $267,000 for the
year ended December 31, 1996.
The amount of consolidated retained earnings that represents
undistributed earnings of 50% or less owned companies accounted for by
the equity method was $2,543,000 at December 31, 1996.
8. COASTAL AND PHIBRO AGREEMENT:
On October 27, 1995, SEACOR and its primary environmental subsidiary,
NRC, amended certain existing agreements with two of its customers,
Coastal Refining and Marketing, Inc. ("Coastal") and Phibro Energy USA,
Inc. ("Phibro"). Those agreements provided, among other things, for a
reduction in, and subsequent elimination of, Coastal and Phibro's
participating interest in certain operating results, a reduction in their
retainer fees, and an elimination of certain options held by each of
those customers to purchase up to 20% of the fully diluted common stock
of NRC. NRC will continue to provide one customer through December 31,
2001 and the other customer through December 31, 1998 various oil spill
response services mandated by the OPA 90. In addition, Coastal's
agreements, among other things, called for SEACOR to issue them 311,357
shares of its common stock (having a value at time of issuance of
$7,500,000) in exchange for the cancellation of their stock options in
NRC. Phibro also agreed to cancel a similar option in return for
amendments to its agreement which related primarily to the reduction of
its retainer payments for OPA 90 services. SEACOR has accounted for its
share issuance as a repurchase of a minority interest. The difference
between the value of the common stock issued and the previously recorded
carrying value of certain deferred revenue, net of income tax effect,
which approximated 40% of NRC's net book value, totaled $4,558,000 and
was recorded as goodwill.
9. INCOME TAXES:
Income (loss) before income taxes, minority interest, equity in net
earnings of 50% or less owned companies, and extraordinary item derived
from the United States and foreign operations for the years ended
December 31, are as follows, in thousands of dollars:
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
United States...............................$ 53,952 $ 18,318 $ 13,494
Foreign..................................... (1,984) (2,676) (958)
============= ============= =============
$ 51,968 $ 15,642 $ 12,536
============= ============= =============
</TABLE>
56
<PAGE>
The Company files a consolidated U.S. Federal tax return. Income tax
expense (benefit) consisted of the following components for the years
ended December 31, in thousands of dollars:
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
Current:
State $ 316 $ 111 $ 123
Federal 12,648 4,622 4,193
Foreign 2,251 442 200
Deferred:
Federal 3,574 859 (148)
Foreign (254) (524) -
------------- ------------- -------------
$ 18,535 $ 5,510 $ 4,368
============= ============= =============
</TABLE>
The following table reconciles the difference between the statutory
federal income tax rate for the Company to the effective income tax rate:
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
Statutory Rate.................................. 35.0% 34.0% 34.0%
Foreign and State Taxes......................... 0.7% 1.2% 0.8%
------------- ------------- -------------
35.7% 35.2% 34.8%
============= ============= =============
</TABLE>
The components of the net deferred income tax liability were as follows,
for the years ended December 31, in thousands of dollars:
<TABLE>
<CAPTION>
1996 1995
------------ -------------
<S> <C> <C>
Deferred tax assets:
Foreign Tax Credit Carryforwards....... $ 1,414 $ 522
Alternative Minimum Tax Credit
Carryforwards........................ 317 568
Subpart F Loss......................... 2,696 1,727
Nondeductible Accruals................. 278 494
Other.................................. 126 367
------------ -------------
Total deferred tax assets......... 4,831 3,678
------------ -------------
Deferred tax liabilities:
Property and equipment................. 37,451 39,102
Investment in Subsidiaries............. 1,129 603
Other.................................. - 655
------------ -------------
Total deferred tax liabilities.... 38,580 40,360
------------ -------------
Net deferred tax liabilities. $ 33,749 $ 36,682
============ =============
</TABLE>
As of December 31, 1996, the Company has carryforwards for income tax
purposes of foreign tax credits approximating $1,414,000 that expire from
1997 through 2001. As of December 31, 1996, the Company also has
alternative minimum tax credit carryforwards of $317,000. For financial
reporting purposes, the carryforwards have been recognized through a
reduction in deferred tax liabilities.
10. RELATED PARTY TRANSACTIONS:
The Company reimburses a stockholder for management and administrative
services. These charges totaled $225,000, $275,000 and $175,000 for the
years ended December 31, 1996, 1995 and 1994, respectively. The fees
relate primarily to the use of the stockholder's physical resources and
administrative and technical personnel.
57
<PAGE>
Miller Environmental Group ("MEG"), an environmental contractor based in
Calverton, New York, maintains and stores spill response equipment owned
by NRC, in the event of a spill, provides labor, equipment and materials
to assist in spill response activities, and provides other services to
NRC. In fiscal 1996 and 1995 NRC paid approximately $2,379,000 and
$1,750,000, respectively, to MEG for these services. The father of a
SEACOR corporate officer is Vice President, Secretary and Treasurer of
MEG.
NRC also contracts with James Miller Marine Services ("JMMS"), an
environmental contractor based in Staten Island, New York, for services
similar to those provided by MEG. In fiscal 1996 and 1995, NRC paid
approximately $591,000 and $600,000, respectively, to JMMS for these
services. The brother of a SEACOR corporate officer is Vice President of
JMMS.
Loans from stockholders are made up of unsecured loans due to Norman and
Joyce McCall, stockholders of the McCall Companies. The loans are due on
demand and bear interest at 7% per annum at December 31, 1995. On May 3,
1996, the loans were paid in full.
11. COMMON STOCK:
In December 1995, SEACOR sold in an underwritten public offering
1,612,500 shares of its common stock at $24.25 per share. The proceeds
received from this sale, net of underwriting discount, totaled
$36,942,000. The Company incurred $644,000 in expenses associated with
this stock offering (other than underwriting discount) which was charged
against additional paid-in capital arising from the sale. The public
offering also included 1,550,000 shares of common stock sold by certain
of the Company's stockholders.
In July 1996, the Company sold in an underwritten public offering 909,235
shares of its common stock at $43.50 per share. The proceeds received
from this sale, net of underwriting discount, totaled $37,679,000. The
Company incurred $448,000 in expenses associated with this stock offering
(other than underwriting discount) which was charged against additional
paid-in capital arising from the sale. The public offering also included
842,355 shares of common stock sold by certain of the Company's
stockholders.
12. MINORITY INTEREST:
In December 1991, the managing agent of the Company's vessels operating
the North Sea invested approximately $1,278,000 of cash in VEESEA. In
return for this investment and for services rendered to the VEESEA Group,
which were charged to mobilization expense, the agent received 9% of the
equity of VEESEA, and SEACOR, through another subsidiary, assigned to the
agent a $679,000 participation in debt due to the SEACOR subsidiary from
the VEESEA Group. The obligation due the agent, including accrued
interest at 12% per annum, is reported in other noncurrent liabilities.
A fee is paid the minority stockholder for managing the Company's vessels
in the North Sea. The U.S. dollar equivalent of fees paid in pounds
sterling under this arrangement approximated $960,000 in each of the
years ended December 31, 1996, 1995, and 1994.
58
<PAGE>
13. LONG-TERM DEBT:
Long-term debt balances, maturities, and interest rates are as follows
for the years ended December 31, in thousands of dollars:
<TABLE>
<CAPTION>
1996 1995
-------------- --------------
<S> <C> <C>
Notes payable to former vessel owners, due in quarterly
or semi-annual installments and maturing from 1996
through 2003, at interest rates ranging from 3.75% to 7.50%........ $ - $ 11,147
Notes payable to banks, due in monthly installments and
maturing from 1995 through 2007, secured by vessels
(9.75% at December 31, 1995)....................................... - 1,596
DnB Revolving Credit Facility, interest payable based upon
interest option period at LIBOR plus 1.25% prior to term conversion
and principal and interest after conversion on March 31, 1997 due
semi-annually through August 31, 2002 bearing interest at LIBOR plus
maximum of 1.5% (7.625% at December 31, 1996)...................... 8,563 40,000
6.0% Convertible Subordinated Notes, due 2003, interest
payable semi-annually commencing 1994.............................. - 55,250
2.5% Convertible Subordinated Notes, due 2004,
interest payable semi-annually commencing 1994..................... - 4,750
5-3/8% Convertible Subordinated Notes due 2006,
interest payable semi-annually commencing 1997..................... 187,750 -
Lease Obligations (see Note 14)....................................... 24,139 540
------------- -------------
220,452 113,283
Less - Portion due within one year.................................... (1,793) (2,661)
- Debt Discount.................................................. - (2,188)
------------- -------------
$ 218,659 $ 108,434
============= =============
</TABLE>
Annual maturities of long-term debt for the five years following December
31, 1996, are as follows, in thousands of dollars.
<TABLE>
<CAPTION>
Year 1997 1998 1999 2000 2001
- ------------------------------------- ----------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Amount............................... $ 1,793 $ 1,504 $ 1,587 $ 1,675 $ 17,580
=========== ========== =========== =========== ===========
</TABLE>
The long-term debt maturities schedule does not include future annual
maturities for borrowings outstanding under the DnB Facility at December
31, 1996. It is uncertain how much, if any, of the outstanding senior
secured revolving bridge loans due DnB at December 31, 1996 may be
converted into term loans on March 31, 1997, the date upon which the
Company may elect to extend all or a portion of the DnB Facility. If the
outstanding senior secured revolving bridge loans at December 31, 1996
were converted to term loans and the Company did not extend its
commitment for any other unused portion of the DnB Facility on March 31,
1997, future annual maturities for the DnB Facility would be $778,000 in
1997, $1,557,000 in each of the years 1998 through 2001 and $1,557,000
thereafter.
In conjunction with eight vessels acquired in March 1993, SEACOR issued
two notes payable to the former vessel owners: (i) a $1,875,000, 7.5%
unsecured note repayable in eleven equal quarterly installments of
$100,000 commencing June 1993 with a final installment of $775,000 in
March 1996 and (ii) a $975,000, 6.0% unsecured note repayable in twelve
quarterly installments of $81,250 commencing June 1993 and maturing March
1996.
59
<PAGE>
On July 1, 1993, SEACOR sold $57,500,000 principal amount of its 6.0%
Notes. The agreements under which the 6.0% Notes were issued provided for
underwritten resales to qualified institutional buyers and to non-U.S.
purchasers in transactions exempt from registration under applicable
securities laws. In February 1995, the Company purchased $2,250,000 of
the then outstanding $57,500,000 principal amount of its 6.0% Notes in
the open market. The difference between the amount paid to acquire the
6.0% Notes and their carrying value resulted in the Company recognizing a
gain of $199,000, net after giving effect to a write-off of $71,000 in
unamortized deferred debt issue costs associated with the sale of the
6.0% Notes. The gain is included in other income. On July 12, 1996,
following notice from the Company of the redemption on such date of all
$55,250,000 principal amount of its then outstanding 6.0% Notes, the
holders thereof converted all of such 6.0% Notes into an aggregate of
2,156,083 shares of common stock issued by the Company. The common stock
issued upon conversion of the 6.0% Notes was recorded in stockholders'
equity at $53,785,000, the net carrying value of the 6.0% Notes that
includes $55,250,000 of the then outstanding principal amount and
$1,465,000 of related debt issue costs.
In December 1993, the Company financed, in part, the acquisition of ten
offshore towing supply vessels from CNN with: (i) $12,000,000 principal
amount senior unsecured notes payable having varying maturities of one to
ten years, bearing interest rates ranging from 3.25% to 5.50% per annum
and which have been guaranteed by SEACOR, and (ii) $4,750,000 principal
amount of 2.5% Notes (collectively, the "Notes"). The stated interest
rates on the Notes were considered lower than interest rates at which the
Company would normally obtain financing which were determined to range
from 5.10% to 9.14%. The Notes were originally valued based on
discounting concepts to approximate their fair market value. The
difference between the Notes' fair market and stated values at inception,
$2,749,000, was recorded as debt discount and as a reduction in the
carrying value of the vessels acquired. Amortized debt discount included
in interest expense was $137,000, $277,000, and $309,000 for the years
ended December 31, 1996, 1995, and 1994, respectively. In connection with
the 1996 CNN Transaction (see Note 6), the 2.5% Notes were converted into
the Company's common stock and the senior unsecured notes were repaid.
Certain of SEACOR's subsidiaries (the "Borrowing Subsidiaries") are
parties to the DnB Facility, with DnB as lender and SEACOR as guarantor.
Pursuant to the DnB Facility, the borrowing subsidiaries may borrow up to
$85,000,000 aggregate principal amount of senior secured revolving bridge
loans any time prior to March 31, 1997 (the "Extended Term"). At the
Company's election, such loans, on or prior to March 31, 1997, may be
converted into senior secured reducing revolving credit loans maturing on
August 31, 2003. Until termination of the DnB Facility, a commitment fee
is payable to DnB on a quarterly basis, computed at the rate of one-half
of one percent per annum on the average unfunded portion of the credit
facility.
During the Extended Term of the DnB Facility, outstanding borrowings bear
interest at an annual rate equal to 125 basis points above LIBOR. If the
Borrowing Subsidiaries elect to convert the senior secured bridge loans
to senior secured reducing revolving credit loans (the "Term Loans"), the
Maximum Committed Amount automatically will decrease semi-annually by
certain percentages described in the DnB Facility. The DnB Facility
requires the Company, on a consolidated basis, to maintain a minimum
ratio of indebtedness to vessel value, as defined, a minimum cash and
cash equivalent level, and a specified debt service coverage ratio. The
Company also is prohibited from entering into additional indebtedness
above a certain level without consent. Furthermore, SEACOR, without prior
written consent of DnB, is prohibited through March 31, 1997 (the
maturity date of the bridge loan portion of the DnB Facility) from
60
<PAGE>
paying dividends to its shareholders. Pursuant to the DnB Facility, the
Term Loans would bear interest at the annual rate equal to a maximum of
150 basis points above LIBOR.
Borrowings outstanding pursuant to the DnB Facility are secured by, among
other things, a guaranty of SEACOR of the obligations of the Borrowing
Subsidiaries, first preferred mortgages on vessels owned by the Borrowing
Subsidiaries which had a net book value of $68,951,000 at December 31,
1996, a negative pledge relating to certain vessels, and an assignment of
earnings and certain contract rights with respect to vessels owned and
operated by the Borrowing Subsidiaries. If the Borrowing Subsidiaries
exercise the aforementioned conversion election, certain additional
subsidiaries of the Company will be required to guaranty the obligations
of the Borrowing Subsidiaries under the DnB Facility and provide
mortgages on additional vessels to secure such guaranty.
On September 15, 1995, $74,000,000 principal amount was borrowed under
the DnB Facility to finance the acquisition of offshore marine service
vessels and other related assets pursuant to the Graham Acquisition (see
Note 6) and to pay related debt issue and acquisition costs. On November
14, 1995, the Company repaid $14,000,000 principal amount of the
indebtedness from existing cash balances. On December 14, 1995, the
Company borrowed an additional $11,000,000 under the DnB Facility to
finance the cash portion of the 1995 CNN Acquisition (see Note 6) and pay
related acquisition costs. On December 21, 1995, the Company repaid
$31,000,000 principal amount of the indebtedness with proceeds from the
sale of common stock (see Note 11). In 1996, the DnB Facility was reduced
by $32,289,000, the net results of $40,000,000 in repayments offset by
$7,711,000 in borrowings.
Following the NRC Merger in March 1995, the Company repaid the remaining
outstanding principal balance, $12,500,000, under a Credit Agreement
between NRC and CIBC Inc., as amended.
On November 5, 1996, the Company completed the private placement of
$172,500,000 aggregate principal amount of its 5-3/8% Convertible
Subordinated Notes Due November 15, 2006 (the "Convertible Notes"). The
Convertible Notes and the Smit Convertible Notes (defined below) were
issued under an Indenture dated as of November 1, 1996, (the
"Indenture"), between the Company and First Trust National Association,
as trustee. The Convertible Notes and the Smit Convertible Notes are
convertible, in whole or part, at the option of the holder at any time
prior to the close of business on the business day next preceding
November 15, 2006, unless previously redeemed into shares of common stock
at a conversion price of $66.00 per share (equivalent to a conversion
rate of 15.1515 shares of common stock per $1,000 principal amount of the
5-3/8% Notes), subject to adjustment in certain circumstances. The
Convertible Notes and the Smit Convertible Notes are redeemable at the
Company's option at any time on or after November 24, 1999 at the
redemption prices specified therein, together with accrued and unpaid
interest to the date of repurchase. The Company incurred $4,311,000 in
costs associated with the sale of the Convertible Notes including
$3,881,000 of underwriters discount. The debt issue costs are reported in
other assets and are being amortized to expense over ten years. The
Convertible Notes and the Smit Convertible Notes are general unsecured
obligations of the Company, subordinated in right of payment to all
"Senior Indebtedness" (as defined in the Indenture) of the Company and
effectively subordinated in right of payment to all indebtedness and
other obligations and liabilities and any preferred stock of the
Company's subsidiaries. The Convertible Notes and the Smit Convertible
Notes will mature on November 15, 2006 and bear interest at a
61
<PAGE>
rate of 5-3/8% per annum from November 5, 1996, in the case of the
Convertible Notes, and December 19, 1996, in the case of the Smit
Convertible Notes, or in each case, from the most recent interest payment
date on which interest has been paid or provided for, payable on May 15
and November 15 of each year, commencing on May 15, 1997 to the holders
thereof on May 1 and November 1, respectively, preceding such interest
payment date.
On December 19, 1996, pursuant to the Smit Transaction, the Company
issued $15,250,000 principal amount of its Smit Convertible Notes. The
Smit Convertible Notes were issued under the Indenture and for a fuller
description of the terms of the Smit Convertible Notes, see the preceding
paragraph. Also, pursuant to the Smit Transaction, the Company entered
into certain lease purchase agreements which obligate the Company to
purchase two vessels from Smit with cash and $6,750,000 principal amount
of the Smit Convertible Notes.
14. LEASES:
From December 1993 through September 30, 1995, the Company was the lessor
of ten offshore towing supply vessels under bareboat charter agreements
with CNN. Pursuant to the CNN Acquisition, the Company and CNN agreed to
terminate CNN's bareboat charter of these vessels. Operating revenue
earned from the bareboat charter of these vessels totaled $3,795,000 and
$5,074,000 for the years ended December 31, 1995 and 1994, respectively.
In 1995, the Company entered into a sale-type lease with the TMM Joint
Venture for one anchor handling towing supply vessel. The lease expires
in seven years and contains options which permit the TMM Joint Venture to
purchase the vessel at various dates during the term of the lease.
Unearned income and deferred gain amortized to other income for the year
ended December 31, 1996 and 1995, totaled $485,000 and $387,000,
respectively. The net investment in the sale-type lease at December 31,
1996 is comprised of minimum lease payment receivables, totaling
$3,494,000, an estimated residual value of $781,000, and unearned income
of $1,732,000. As of December 31, 1996, $218,000 and $2,325,000 of the
net investment in the sale-type lease was reported in current and
noncurrent other assets, respectively. Minimum rental receivables due
from the sale-type lease are $667,000 in each of the fiscal years ended
December 31, 1997 through 2001 and $159,000 due in 2002.
The Company is the lessee under a capital lease of offshore oil boom that
is used in conjunction with its oil spill response activities. The
offshore boom, with gross cost of $1,807,000 at December 31, 1996 and
1995, and accumulated depreciation of $543,000 and $269,000 at December
31, 1996 and 1995, respectively, is being depreciated over an estimated
useful life of seven years. At December 31, 1996, a $368,000 obligation
due under this capital lease is reported in the current portion of
long-term debt. Minimum lease payments of $450,000 are due in 1997 which
includes $82,000 of interest.
In December 1996, pursuant to the Smit Transaction, the Company leased
two vessels under capital leases. The vessels, with gross cost and
accumulated depreciation of $21,439,000 and $31,000, respectively, at
December 31, 1996, are being depreciated over an estimated useful life of
23 years. At December 31, 1996, $1,425,000 and $22,346,000 in obligations
under these capital leases are reported as current and long-term debt,
respectively. Minimum lease payments of $2,669,000 are due in each of the
fiscal years ended December 31, 1997 through 2000 and $18,480,000 in
2001. The amount to be paid in 2001 will include cash and the issuance of
62
<PAGE>
$6,750,000 in convertible subordinated notes. Minimum lease payments
include interest of $5,385,000.
15. MAJOR CUSTOMERS AND SEGMENT DATA:
One customer accounted for approximately 12% of revenues in the year
ended December 31, 1996; two customers accounted for approximately 16%
and 10%, respectively, of revenues in the year ended December 31, 1995;
and two customers accounted for approximately 19% and 15%, respectively,
of revenues in the year ended December 31, 1994.
Operations are conducted through two business segments, offshore vessel
and environmental services. On March 14, 1995, the remaining outstanding
stock that the Company did not already own, in corporations now
comprising the Company's environmental segment, was acquired, and from
that date forward, the Company has reflected the financial condition and
results of operations of those environmental subsidiaries in its
consolidated financial statements. Prior to March 14, 1995, the Company
reported its interest in the environmental subsidiaries as an investment
in 50% or less owned companies which was accounted for under the equity
method. The Company's offshore service vessel segment operates in
different geographical areas; whereas, the environmental segment's
primary operations are in the United States. Information by business
segment and geographical area is as follows for the years ended December
31, in thousands of dollars:
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING REVENUE:
MARINE-(a)
United States.....................................$ 134,106 $ 72,964 $ 63,283
West Africa....................................... 37,312 14,637 10,189
North Sea......................................... 14,173 13,523 16,222
Other Foreign..................................... 7,966 3,770 4,291
------------- ------------- -------------
193,557 104,894 93,985
ENVIRONMENTAL......................................... 30,887 21,765 -
------------- ------------- -------------
$ 224,444 $ 126,659 $ 93,985
============= ============= =============
OPERATING PROFIT:
MARINE-(a)
United States.....................................$ 43,640 $ 17,529 $ 14,040
West Africa....................................... 8,317 3,840 2,582
North Sea......................................... (2,545) (2,952) 7
Other Foreign..................................... 3,616 1,630 1,667
------------- ------------- -------------
53,028 20,047 18,296
ENVIRONMENTAL......................................... 5,009 1,626 -
------------- ------------- -------------
58,037 21,673 18,296
Other income (expense)(b)................................. (548) 190 (73)
General corporate administration.......................... (3,366) (2,123) (2,139)
Net interest expense...................................... (2,155) (4,098) (3,548)
Minority interest in loss (income) of a subsidiary........ 244 321 184
Equity in earnings of 50% or less owned companies......... 1,283 872 975
Income tax expense........................................ (18,535) (5,510) (4,368)
------------- ------------- -------------
Income before extraordinary item..........................$ 34,960 $ 11,325 $ 9,327
============= ============= =============
IDENTIFIABLE ASSETS:
MARINE-
United States.....................................$ 333,748 $ 208,424 $ 140,185
West Africa....................................... 91,353 68,720 41,476
North Sea......................................... 113,538 24,105 32,004
Other Foreign..................................... 52,443 9,850 15,093
------------- ------------- -------------
591,082 311,099 228,758
ENVIRONMENTAL......................................... 23,489 32,652 -
CORPORATE(c).......................................... 21,884 7,132 9,387
------------- ------------- -------------
$ 636,455 $ 350,883 $ 238,145
============= ============= =============
63
<PAGE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
PROVISION FOR DEPRECIATION AND AMORTIZATION:
MARINE-
United States.....................................$ 12,340 $ 8,623 $ 7,304
West Africa....................................... 4,393 2,931 2,151
North Sea......................................... 3,258 3,621 3,490
Other Foreign..................................... 1,451 664 976
------------- ------------- -------------
21,442 15,839 13,921
ENVIRONMENTAL......................................... 3,379 2,875 -
CORPORATE............................................. 146 128 187
------------- ------------- -------------
$ 24,967 $ 18,842 $ 14,108
============= ============= =============
CAPITAL EXPENDITURES:
MARINE-
United States.....................................$ 24,400 $ 75,782 $ 2,852
West Africa....................................... 9,066 21,722 70
North Sea......................................... 4,104 45 225
Other Foreign..................................... 119,529 38 18
------------- ------------- -------------
157,099 97,587 3,165
ENVIRONMENTAL......................................... 707 688 -
CORPORATE............................................. 50 75 206
------------- ------------- -------------
$ 157,856 $ 98,350 $ 3,371
============= ============= =============
<FN>
(a) "West Africa" and "Other Foreign" include the results of vessels bareboat
chartered-out to CNN from December 1993 through September 1995, at which
time the bareboat charters were canceled and the Company resumed
operation of the vessels.
(b) Other income (expense) excludes gain/(loss) from equipment sales or
retirements of property and certain other expenses that were reclassified
to operating profit in geographical areas of the Marine segment. Other
expense in 1996 includes $542,000 of McCall Acquisition costs.
(c) The Company's corporate assets include investments in 50% or less owned
companies.
</FN>
</TABLE>
16. BENEFIT PLANS:
NON-QUALIFIED STOCK OPTION PLAN --
SEACOR's 1992 Non-Qualified Stock Option Plan (the "Plan") provides for
the grant of non-qualified options to purchase shares of common stock to
officers and key employees of the Company. Under the Plan, 500,000 shares
of common stock have been reserved for sale. The exercise price per share
of options granted under the Plan cannot be less than 75% or greater than
100% of the "Fair Market Value" (as defined in the Plan) of one share of
common stock on the date of the grant.
Options granted under the Plan expire no later than the tenth anniversary
of the date of grant. Recipients of options must remain employed for at
least two years from date of grant before options become exercisable,
subject to the earlier exercise under certain circumstances. The exercise
price per share of each option may be paid in cash, shares of common
stock owned by the grantee, in a combination of cash and common stock, or
by delivery of a promissory note not to exceed 90% of the total exercise
price.
In October 1995, Statement of Financial Accounting Standards No. 123
("SFAS 123"), "Accounting for Stock Based Compensation," was issued
effective in 1996 for the Company. Under SFAS 123, companies could either
adopt a "fair valued based method" of accounting for an employee stock
option, as defined, or may continue to use accounting methods as
prescribed by
64
<PAGE>
APB Opinion No. 25. The Company has elected to continue accounting for
its plan under APB Opinion No. 25. Had compensation cost for the plan
been determined consistent with SFAS 123, the Company's net income and
earnings per share would have been reduced to the following pro forma
amounts for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995
------------------------------ -------------------------------
As Reported Pro forma As Reported Pro forma
------------- ----------- -------------- -----------
<S> <C> <C> <C> <C>
Net Income.......................... $ 34,153 $ 33,844 $ 11,325 $ 11,110
Earnings per common share:
Assuming no dilution............. $ 2.96 $ 2.93 $ 1.50 $ 1.47
Assuming full dilution........... 2.67 2.65 1.36 1.34
</TABLE>
The effects of applying SFAS 123 in this pro forma disclosure are not
indicative of future events. SFAS 123 does not apply to grants prior to
1995, and additional awards in the future are anticipated.
The following transactions have occurred in the stock option plan during
the periods ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
------------------------- ------------------------- ------------------------
Number of Wgted Avg. Number of Wgted Avg. Number of Wgted Avg.
Options Exer. Price Options Exer. Price Options Exer. Price
----------- ------------ ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, at beginning of year 425,197 $ 16.28 309,250 $ 15.83 266,750 $ 14.97
Granted.......................... 7,300 30.75 117,747 17.55 42,500 21.25
Exercised........................ (85,039) 14.90 - - - -
Canceled......................... (1,346) 18.75 (1,800) 21.00 - -
----------- ----------- ----------
Outstanding, at end of year...... 346,112 16.92 425,197 16.28 309,250 15.83
Options exercisable at year end.. 222,411 16.14 264,950 14.93 - -
Options available for future 68,849 74,803 190,750
grant............................
Weighted average fair value of
options granted...............$ 18.86 $ 11.54 $ N/A
</TABLE>
The fair value of each option granted during the periods presented is
estimated on the date of grant using the Black-Scholes option-pricing
model with the following assumptions: (a) no dividend yield, (b) expected
volatility of 25.38% and 25.99% in the years 1996 and 1995, respectively,
(c) risk-free interest rates of 6.21% and 5.38% in the years 1996 and
1995, respectively, and (d) expected lives of five years.
At December 31, 1996, 296,312 of the aggregate outstanding options have
exercise prices between $9.64 and $21.00, a weighted average exercise
price of $15.96, and a weighted average remaining contractual life of
eight years. Of these outstanding options, 179,911 are exercisable at a
weighted average exercise price of $14.94. The remaining 49,800
outstanding options at December 31, 1996 have exercise prices between
$21.00 and $30.75, a weighted average exercise price of $22.64, and a
weighted average remaining contractual life of eight years. Of these
outstanding options, 42,500 are exercisable at a weighted average
exercise price of $21.25.
On March 14, 1995, the Executive Compensation and Stock Option Committee
of the Board of Directors granted two officers of SEACOR and three key
employees of NRC options to purchase a total of 102,192 shares of
SEACOR's common stock at an exercise price of $18.75 per share.
Furthermore, as part of the NRC Merger, the Company assumed the
obligations of the NRC Holdings 1994 Non-Qualified Stock Option Plan. As
a result, the Company converted existing
65
<PAGE>
options for shares of NRC Holdings into options for 15,555 shares of
SEACOR's common stock at an exercise price of $9.64 per share. On
February 9, 1996, the Executive Compensation and Stock Option Committee
of the Board of Directors granted certain employees options to purchase a
total of 7,300 shares of SEACOR's common stock at an exercise price of
$30.75 per share.
SEACOR SAVINGS PLAN --
The Company established the SEACOR Savings Plan ("SEACOR Plan"),
effective July 1, 1994. This defined contribution plan provides eligible
employees with an opportunity to accumulate retirement savings.
Requirements for eligibility include, (i) one year of full time
employment, (ii) attainment of 21 years of age, and (iii) residency in
the United States. Participants may contribute up to 15% of their pre-tax
annual compensation. During 1996 and 1995, the Company matched 50% up to
the first 4% of an employee's contribution to the SEACOR Plan, and the
Board of Directors of the Company determine the Company's matching
contribution annually. The participant's and Company's contributions are
funded to the SEACOR Plan monthly. Participants are fully vested in the
Company's contribution upon (i) attaining the age of 65, (ii) death,
(iii) becoming disabled, or (iv) completing five years of employment
service. Forfeitures of Company contributions for non-vested and
terminated employees will be used to reduce future contributions of the
Company or pay administrative expenses of the SEACOR Plan.
In connection with the NRC Merger, the Company assumed the obligations of
a tax-deferred savings plan that was implemented by NRC in 1993. Under
the terms of the NRC Plan, eligible employees can elect to contribute up
to 15% of their compensation, and NRC matches 100% up to the first 3% of
the employee's contribution.
In connection with the McCall Acquisition, the Company assumed the
obligations of a defined contribution plan that was implemented by McCall
in 1995. Under the terms of the McCall plan, eligible employees can elect
to contribute up to 15% of their compensation. During 1996 and 1995,
McCall matched 1/3 of the first 6% of an employee's contribution to the
plan. The Board of Directors of McCall determine the matching
contribution annually.
The Company's contributions to the plans were $ 599,000 $215,000, and
$51,000 for the years ended December 31, 1996, 1995, and 1994,
respectively.
EMPLOYEE RESTRICTED STOCK AWARDS --
In 1996 and 1995, in recognition of a commitment to the continued growth
and financial success of the Company, certain officers and key employees
were granted 14,250 and 11,500 restricted shares, respectively, of
SEACOR's common stock. The market value of the restricted shares in 1996
and 1995, amounting to $575,000 and $216,000, respectively, was recorded
as unamortized restricted stock in a separate component of stockholders'
equity. This compensation is being amortized to expense over three year
vesting periods. Notwithstanding the forgoing, an employee will fully
vest in such restricted stock upon death, disability, termination of the
employee without "cause" or the occurrence of a "change in control" of
the Company. Shares were issued in 1996 in accordance with the provisions
of the 1996 Share Incentive Plan.
66
<PAGE>
17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
Selected financial information for interim periods are presented below.
Earnings per share is computed independently for each of the quarters
presented; therefore, the sum of the quarterly earnings per share do not
necessarily equal the total for the year. On May 31, 1996, the Company
acquired the McCall Companies (see Note 5) which was accounted for as a
pooling of interests. The financial statements for all interim reporting
periods prior to June 30, 1996, have been restated to give effect for
this business combination.
<TABLE>
<CAPTION>
Quarter Ended
----------------------------------------------------------------
Dec. 31, Sept. 30, June 30, March 31,
------------ ------------ ------------- ------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
1996:
Revenue..................................... $ 64,151 $ 57,545 $ 52,653 $ 50,095
Gross profit................................ 21,610 20,176 17,345 15,678
Income before extraordinary item............ 11,466 10,255 6,916 6,323
Earnings per share - assuming no dilution -
Income before extraordinary item............ 0.86 0.78 0.70 0.64
Extraordinary item.......................... - (0.06) - -
------------ ------------ ------------- ------------
Net Income.................................. $ 0.86 $ 0.72 $ 0.70 $ 0.64
============ ============ ============= ============
Earnings per share - assuming full dilution -
Income before extraordinary item......... 0.81 0.77 0.60 0.56
Extraordinary item....................... - (0.06) - -
------------ ------------ ------------- ------------
Net Income............................... $ 0.81 $ 0.71 $ 0.60 $ 0.56
============ ============ ============= ============
1995:
Revenue..................................... $ 44,614 $ 36,026 $ 25,836 $ 20,183
Gross profit................................ 12,927 7,284 5,791 3,387
Income before extraordinary items........... 5,267 1,837 2,684 1,537
Earnings per share - assuming no dilution -
Income before extraordinary item......... 0.65 0.25 0.36 0.21
Extraordinary item....................... - - - -
------------ ------------ ------------- ------------
Net Income............................... $ 0.65 $ 0.25 $ 0.36 $ 0.21
============ ============ ============= ============
Earnings per share - assuming full dilution-
Income before extraordinary item......... 0.55 0.24 0.33 0.22
Extraordinary item....................... - - - -
------------ ------------ ------------- ------------
Net Income............................... $ 0.55 $ 0.24 $ 0.33 $ 0.22
============ ============ ============= ============
</TABLE>
18. SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
(in thousands)
<S> <C> <C> <C>
Cash income taxes paid...................................................$ 12,043 $ 4,942 $ 4,300
Cash interest paid....................................................... 4,037 6,132 6,773
Schedule of Non-Cash Investing and Financing Activities:
Property exchanged for investment in and notes
receivable from 50% or less owned company.......................... - - 2,045
Joint venture investment increase related to deferred gain............... - 315 718
Common stock issued in exchange for stock options in NRC................. - 7,500 -
Conversion of 6% Notes to common stock................................... 53,785 - -
Conversion of 2.5% Notes, net of discount, to common stock............... 3,941 - -
Purchase of vessels with - common stock....................... 33,642 11,300 -
- 5-3/8% Notes....................... 15,250 - -
- lease obligations.................. 23,771 - -
</TABLE>
67
<PAGE>
19. COMMITMENTS:
The Company has committed to build vessels over the next two years for an
aggregate capital expenditure of approximately $108,000,000.
Approximately $20,500,000 has been funded and approximately $9,400,000 is
committed to be paid by TMM pursuant to a Memorandum of Understanding
dated September 25, 1996, between TMM and the Company covering several
vessels.
20. SUBSEQUENT EVENTS:
On January 3, 1997, the Company acquired substantially all of the
offshore marine assets, including vessels, owned by Galaxie Marine
Service, Inc., Moonmaid Marine, Inc., Waveland Marine Service, Inc. and
Triangle Marine, Inc. (collectively, "Galaxie"), for an aggregate
consideration of $23,617,000, consisting of $20,567,000 in cash and
50,000 shares of common stock. The primary assets acquired were 24
vessels. At the date of acquisition, the Galaxie vessels were dedicated
to serving the oil and gas industry in the U.S. Gulf of Mexico.
In February 1997, the Company announced that its Board of Directors had
authorized the repurchase, from time to time, of up to $35,000,000 of the
Company's common stock and/or Convertible Notes. The amount may be
increased up to $50,000,000 under certain circumstances.
68
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To SEACOR Holdings, Inc.:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements of SEACOR Holdings, Inc.
and its subsidiaries and have issued our report thereon dated February
19, 1997. Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule listed in the
index above is the responsibility of the Company's management and is
presented for the purpose of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a
whole.
Arthur Andersen LLP
New Orleans, Louisiana,
February 19, 1997
69
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(IN THOUSANDS)
Balance Charged to (a) Balance
Beginning Cost and NRC (b) End
Description of Year Expenses Merger Deductions of Year
- --------------------------------------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1996
Allowance for doubtful accounts
(deducted from accounts
receivable)...................... $ 380 $ 238 $ - $ 143 $ 475
=========== =========== ============ ============ ===========
Year Ended December 31, 1995
Allowance for doubtful accounts
(deducted from accounts
receivable)....................... $ 108 $ 100 $ 469 $ 297 $ 380
=========== =========== ============ ============ ===========
Year Ended December 31, 1994
Allowance for doubtful accounts
(deducted from accounts
receivable)....................... $ 10 $ 98 $ - $ - $ 108
=========== =========== ============ ============ ===========
<FN>
(a) Increase in allowance for doubtful accounts resulting from the NRC
Merger.
(b) Recovery of accounts receivable which had been previously reserved as
uncollectible or accounts receivable amounts deemed uncollectible and
removed from accounts receivable and allowance for doubtful accounts.
</FN>
</TABLE>
70
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
2.1* Asset Purchase Agreement, dated as of December 19, 1996, by and among
SEACOR Holdings, Inc. and certain of its subsidiaries, and Smit
Internationale N.V. and certain of its subsidiaries (incorporated herein
by reference to Exhibit 2.0 to the Company's Current Report on Form 8-K
dated December 19, 1996 and filed with the Commission on December 24,
1996).
2.2* Purchase Agreement, dated as of December 3, 1996, among SEACOR Holdings,
Inc., Acadian Offshore Services, Inc., Galaxie Marine Service, Inc.,
Moonmaid Marine, Inc., Triangle Marine, Inc., F.C. Felterman, Ernest
Felterman, D. Lee Felterman and Daniel C. Felterman (incorporated herein
by reference to Exhibit 2.1 to the Company's Registration Statement on
Form S-3 (No. 333-20921) filed with the Commission on January 31, 1997).
2.3* Purchase Agreement, dated as of December 3, 1996, among SEACOR
Holdings, Inc., Waveland Marine Service, Inc., F.C. Felterman, Ernest
Felterman, D. Lee Felterman and Daniel C. Felterman (incorporated herein,
by reference to Exhibit 2.2 to the Company's Registration Statement on
Form S-3 (No. 333-20921) filed with the Commission on January 31, 1997).
2.4* Definitive Purchase Agreement, dated September 5, 1995, by and among
Graham Marine Inc., Edgar L. Graham, J. Clark Graham, and Glenn A. Graham
(incorporated herein by reference to Exhibit 2.0 to the Company's Current
Report on Form 8-K dated September 15, 1995).
2.5* Global Agreement, dated as of November 14, 1995, by and among Compagnie
Nationale de Navigation and Feronia International Shipping, SA and SEACOR
Holdings, Inc. and the subsidiaries listed in said agreement
(incorporated herein by reference to Exhibit 2.2 of the Company's
Registration Statement on Form S-3 (No. 33-97868) filed with the
Commission on November 17, 1995).
2.6* Agreement and Plan of Merger, dated as of May 31, 1996, by and among
SEACOR Holdings, Inc., SEACOR Enterprises, Inc. and McCall Enterprises,
Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with Commission
on June 7, 1996).
2.7* Agreement and Plan of Merger, dated as of May 31, 1996, by and among
SEACOR Holdings, Inc., SEACOR Support Services, Inc. and McCall Support
Vessels, Inc. (incorporated herein by reference to Exhibit 2.2 to the
Company's Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
2.8* Agreement and Plan of Merger, dated as of May 31, 1996, by and among
SEACOR Holdings, Inc., SEACOR N.F., Inc. and N.F. McCall Crews, Inc.
(incorporated herein by reference to Exhibit 2.3 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with Commission on June
7, 1996).
2.9* Exchange Agreement relating to McCall Crewboats, L.L.C., dated as of May
31, 1996, by and among SEACOR Holdings, Inc. and the persons listed on
the signature pages thereto (incorporated herein by reference to Exhibit
2.4 to the Company's Current Report on Form 8-K dated May 31, 1996 and
filed with Commission on June 7, 1996).
2.10* Share Exchange Agreement and Plan of Reorganization relating to Cameron
Boat Rentals, Inc., dated as of May 31, 1996, by and among SEACOR
Holdings, Inc., McCall Enterprises, Inc. and the persons listed on the
signature pages thereto (incorporated herein by reference to Exhibit 2.5
to the Company's Current Report on Form 8-K dated May 31, 1996 and filed
with Commission on June 7, 1996).
71
<PAGE>
2.11* Share Exchange Agreement and Plan of Reorganization relating to Philip A.
McCall, Inc., dated as of May 31, 1996, by and among SEACOR Holdings,
Inc., McCall Enterprises, Inc. and the persons listed on the signature
pages thereto (incorporated herein by reference to Exhibit 2.6 to the
Company's Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
2.12* Share Exchange Agreement and Plan of Reorganization relating to Cameron
Crews, Inc., dated as of May 31, 1996, by and among SEACOR Holdings,
Inc., McCall Enterprises, Inc. and the persons listed on the signature
pages thereto (incorporated herein by reference to Exhibit 2.7 to the
Company's Current Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).
3.1* Restated Certificate of Incorporation of SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 3.1 to the Annual Report on
Form 10-K of SEACOR Holdings, Inc. for the fiscal year ended December 31,
1992).
3.2* Amended and Restated By-laws of SEACOR Holdings, Inc. (incorporated
herein by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-8 (No. 333-12637) of SEACOR Holdings, Inc. filed with
the Commission on September 25, 1996).
4.1* Indenture, dated as of November 1, 1996, between First Trust National
Association, as trustee, and SEACOR Holdings, Inc. (including therein
forms of 5-3/8% Convertible Subordinated Notes due November 15, 2006 of
SEACOR Holdings, Inc.) (incorporated herein by reference to Exhibit 4.0
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996 and filed with the Commission on November 14,
1996).
4.2* Investment and Registration Rights Agreement, dated as of March 14, 1995,
by and among SEACOR Holdings, Inc., Miller Family Holdings, Inc., Charles
Fabrikant, Mark Miller, Donald Toenshoff, Alvin Wood, Granville Conway
and Michael Gellert (incorporated herein by reference to Exhibit 4.0 of
the Company's Current Report on Form 8-K dated March 14, 1995, as
amended).
4.3* Investment and Registration Rights Agreement, dated as of May 31, 1996,
among SEACOR Holdings, Inc. and the persons listed on the signature pages
thereto (incorporated herein by reference to Exhibit 10.8 to the
Company's Current Report on Form 8-K dated May 31, 1996 and filed with
the Commission on June 7, 1996).
4.4* Registration Rights Agreement, dated November 5, 1996, between SEACOR
Holdings, Inc. and Credit Suisse First Boston Corporation, Salomon
Brothers Inc and Wasserstein Perella Securities, Inc. (incorporated
herein by reference to Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1996 and filed with
the Commission on November 14, 1996).
4.5* Investment and Registration Rights Agreement, dated as of December 19,
1996, by and between SEACOR Holdings, Inc. and Smit International
Overseas B.V. (incorporated herein by reference to Exhibit 4.0 to the
Company's Current Report on Form 8-K dated December 19, 1996 and filed
with the Commission on December 24, 1996).
4.6* Investment and Registration Rights Agreement, dated as of January 3,
1997, among SEACOR Holdings, Inc., Acadian Offshore Services, Inc.,
Galaxie Marine Service, Inc., Moonmaid Marine, Inc. and Triangle Marine,
Inc. (incorporated herein by reference to Exhibit 4.6 to the Company's
Registration Statement on Form S-3 (No. 333-20921) filed with the
Commission on January 31, 1997).
4.7* Investment and Registration Rights Agreement, dated October 27, 1995, by
and between SEACOR Holdings, Inc. and Coastal Refining and Marketing,
Inc. (incorporated herein by reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-3 (No. 33-97868) filed with the
Commission on November 17, 1995).
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4.8* Investment and Registration Rights Agreement, dated November 14, 1995, by
and between SEACOR Holdings, Inc. and Compagnie Nationale de Navigation
(incorporated herein by reference to Exhibit 4.3 of the Company's
Registration Statement on Form S-3 (No. 33-97868) filed with the
Commission on November 17, 1995).
4.9* Restated Stockholders' Agreement dated December 16, 1992 (incorporated
herein by reference to Exhibit 10.12 to the Annual Report on Form 10-K of
SEACOR Holdings, Inc. for the fiscal year ended December 31, 1992).
10.1* Indemnification Agreement, dated as of May 31, 1996, among all of the
stockholders of McCall Enterprises, Inc., Norman McCall, as
representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with Commission
on June 7, 1996).
10.2* Indemnification Agreement, dated as of May 31, 1996, among all of the
stockholders of McCall Support Vessels, Inc., Norman McCall, as
representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with Commission
on June 7, 1996).
10.3* Indemnification Agreement, dated as of May 31, 1996, among all of the
stockholders of N.F. McCall Crews, Inc., Norman McCall, as representative
of such stockholders, and SEACOR Holdings, Inc. (incorporated herein by
reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
dated May 31, 1996 and filed with Commission on June 7, 1996).
10.4* Indemnification Agreement, dated as of May 31, 1996, among all of the
members of McCall Crewboats, L.L.C., Norman McCall, as representative of
such members, and SEACOR Holdings, Inc. (incorporated herein by reference
to Exhibit 10.4 to the Company's Current Report on Form 8-K dated May 31,
1996 and filed with Commission on June 7, 1996).
10.5* Indemnification Agreement, dated as of May 31, 1996, among all of the
stockholders of Cameron Boat Rentals, Inc., Norman McCall, as
representative of such stockholders, and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.5 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with Commission
on June 7, 1996).
10.6* Indemnification Agreement, dated as of May 31, 1996, among all of the
stockholders of Philip A. McCall, Inc. and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.6 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed with Commission
on June 7, 1996).
10.7* Indemnification Agreement, dated as of May 31, 1996, among all of the
stockholders of Cameron Crews, Inc., Norman McCall, as representative of
such stockholders, and SEACOR Holdings, Inc. (incorporated herein by
reference to Exhibit 10.7 to the Company's Current Report on Form 8-K
dated May 31, 1996 and filed with Commission on June 7, 1996).
10.8* The Master Agreement, dated as of June 6, 1996, by and among Compagnie
Nationale de Navigation, SEACOR Holdings, Inc. and SEACOR Worldwide Inc.
(incorporated herein by reference to Exhibit 10.9 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1996).
10.9* Management and Administrative Services Agreement, dated January 1, 1990,
between SCF Corporation and SEACOR Holdings, Inc. (incorporated herein by
reference to Exhibit 10.32 to the Company's Registration Statement on
Form S-1 (No. 33-53244) filed with the Commission on November 10, 1992).
10.10* Amendment No. 1 to the Management and Services Agreement, dated as of
January 1, 1993, between SCF Corporation and SEACOR Holdings, Inc.
(incorporated herein by reference to Exhibit 10.34 to the Annual Report
on Form 10-K of SEACOR Holdings, Inc. for the fiscal year ended December
31, 1992).
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10.11* Lease Agreement, dated September 1, 1989, between The Morgan City Fund
and NICOR Marine Inc. (SEACOR Marine Inc., as successor lessee)
(incorporated herein by reference to Exhibit 10.33 to the Company's
Registration Statement on Form S-1 (No. 33-53244) filed with the
Commission on November 10, 1992).
10.12* SEACOR Holdings, Inc. 1992 Non-Qualified Stock Option Plan (incorporated
herein by reference to Exhibit 10.45 to the Company's Registration
Statement on Form S-1 (No. 33-53244) filed with the Commission on
November 10, 1992).
10.13* SEACOR Holdings, Inc. 1996 Share Incentive Plan (incorporated herein by
reference to SEACOR Holdings, Inc.'s Proxy Statement dated March 18, 1996
relating to the Annual Meeting of Stockholders held on April 18, 1996).
10.14* Stock Option Grant Agreement, dated as of January 5, 1993, between SEACOR
Holdings, Inc. and Charles Fabrikant (incorporated herein by reference to
Exhibit 10.48 to the Annual Report on Form 10-K of SEACOR Holdings, Inc.
for the fiscal year ended December 31, 1992).
10.15* Stock Option Grant Agreement, dated as of January 5, 1993, between SEACOR
Holdings, Inc. and Randall Blank (incorporated herein by reference to
Exhibit 10.49 to the Annual Report on Form 10-K of SEACOR Holdings, Inc.
for the fiscal year ended December 31, 1992).
10.16* Stock Option Grant Agreement, dated as of January 5, 1993, between SEACOR
Holdings, Inc. and Milton Rose (incorporated herein by reference to
Exhibit 10.50 to the Annual Report on Form 10-K of SEACOR Holdings, Inc.
for the fiscal year ended December 31, 1992).
10.17* Stock Option Grant Agreement, dated as of January 5, 1993, between SEACOR
Holdings, Inc. and Timothy McKeand (incorporated herein by reference to
Exhibit 10.54 to the Annual Report on Form 10-K of SEACOR Holdings, Inc.
for the fiscal year ended December 31, 1992).
10.18* Severance Benefit Agreement, dated March 15, 1988, between NICOR Marine
Inc. and Timothy McKeand (assumed by SEACOR Holdings, Inc.) (incorporated
herein by reference to Exhibit 10.49 to the Company's Registration
Statement on Form S-1 (No. 33-53244) filed with the Commission on
November 10, 1992).
10.19* Severance Benefit Agreement, dated March 15, 1988, between NICOR Marine
Inc. and Keith Gregory (assumed by SEACOR Holdings, Inc.) (incorporated
herein by reference to Exhibit 10.50 to the Company's Registration
Statement on Form S-1 (No. 33-53244) filed with the Commission on
November 10, 1992).
10.20* Benefit Agreement, dated May 1, 1989, between NICOR Marine Inc. and Lenny
P. Dantin (assumed by SEACOR Holdings, Inc.) (incorporated herein by
reference to Exhibit 10.51 to the Company's Registration Statement on
Form S-1 (No. 33-53244) filed with the Commission on November 10, 1992).
10.21* Employment Agreement, dated December 24, 1992, between SEACOR Holdings,
Inc. and Milton Rose (incorporated herein by reference to Exhibit 10.61
to the Annual Report on Form 10-K of SEACOR Holdings, Inc. for the fiscal
year ended December 31, 1992).
10.22* Management and Services Agreement, dated January 1, 1985, between NICOR
Marine (Nigeria) Inc. and West Africa Offshore Limited (assumed by SEACOR
Holdings, Inc.) (incorporated herein by reference to Exhibit 10.55 to the
Company's Registration Statement on Form S-1 (No. 33-53244) filed with
the Commission on November 10, 1992).
10.23* Bareboat Charter Agreement, dated December 19, 1996, between SEACOR-SMIT
Offshore (International) B.V. and Smit-Lloyd B.V. (incorporated herein by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
dated December 19, 1996 and filed with the Commission on December 24,
1996).
10.24* Bareboat Charter Agreement, dated December 19, 1996, between SEACOR-SMIT
Offshore (International) B.V. and Smit-Lloyd B.V. (incorporated herein by
reference to Exhibit 10.2 to the Company's Current Report on Form 8-K
dated December 19, 1996 and filed with the Commission on December 24,
1996).
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<PAGE>
10.25* Joint Venture Agreement, dated December 19, 1996, between SEACOR
Holdings, Inc. and Smit-Lloyd (Antillen) N.V. (incorporated herein by
reference to Exhibit 10.0 to the Company's Current Report on Form 8-K
dated December 19, 1996 and filed with the Commission on December 24,
1996).
10.26* Form of Management Agreement (incorporated herein by reference to Exhibit
10.4 to the Company's Current Report on Form 8-K dated December 19, 1996
and filed with the Commission on December 24, 1996).
10.27* Malaysian Side Letter, dated December 19, 1996, between SEACOR Holdings,
Inc. and Smit Internationale N.V. (incorporated herein by reference to
Exhibit 10.3 to the Company's Current Report on Form 8-K dated December
19, 1996 and filed with the Commission on December 24, 1996).
10.28* Salvage and Maritime Contracting Agreement, dated December 19, 1996,
between SEACOR Holdings, Inc. and Smit Internationale N.V. (incorporated
herein by reference to Exhibit 10.5 to the Company's Current Report on
Form 8-K dated December 19, 1996 and filed with the Commission on
December 24, 1996).
10.29* License Agreement, dated December 19, 1996, between SEACOR Holdings,
Inc., certain subsidiaries of SEACOR Holdings, Inc. and Smit
Internationale N.V. (incorporated herein by reference to Exhibit 10.6 to
the Company's Current Report on Form 8-K dated December 19, 1996 and
filed with the Commission on December 24, 1996).
10.30* Restricted Stock Grant Agreement, dated as of March 14, 1995, between
SEACOR Holdings, Inc. and Charles Fabrikant (incorporated herein by
reference to Exhibit 10.0 of the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1995)
10.31* Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Charles Fabrikant (incorporated herein by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996).
10.32* Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Randall Blank (incorporated herein by reference to
Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996).
10.33* Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Milton Rose (incorporated herein by reference to
Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996).
10.34* Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Mark Miller (incorporated herein by reference to
Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996).
10.35* Restricted Stock Grant Agreement, dated as of May 7, 1996, between SEACOR
Holdings, Inc. and Timothy McKeand (incorporated herein by reference to
Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996).
10.36 Restricted Stock Grant Agreement, dated as of January 27, 1997, between
SEACOR Holdings, Inc. and Charles Fabrikant.
10.37 Restricted Stock Grant Agreement, dated as of January 27, 1997, between
SEACOR Holdings, Inc. and Randall Blank.
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<PAGE>
10.38 Restricted Stock Grant Agreement, dated as of January 27, 1997, between
SEACOR Holdings, Inc. and Milton Rose.
10.39 Restricted Stock Grant Agreement, dated as of January 27, 1997, between
SEACOR Holdings, Inc. and Mark Miller.
10.40 Restricted Stock Grant Agreement, dated as of January 27, 1997, between
SEACOR Holdings, Inc. and Timothy McKeand.
10.41* Revolving Credit Facility Agreement, dated September 15, 1995, by and
between SEACOR Holdings, Inc. and Den norske Bank AS, (incorporated
herein by reference to Exhibit 10.0 of the Company's Current Report on
Form 8-K dated September 15, 1995).
10.42* Agreement, dated October 27, 1995, by and among SEACOR Holdings, Inc.,
NRC Holdings, Inc., Coastal Refining and Marketing, Inc., and Phibro
Energy USA, Inc. (incorporated herein by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-3 (No. 33-97868) filed with
the Commission on November 15, 1995).
10.43* Employment Agreement, dated March 14, 1995, by and between National
Response Corporation and Mark Miller (incorporated herein by reference to
Exhibit 10.3 of the Company's Registration Statement on Form S-3 (No.
33-97868) filed with the Commission on November 15, 1995).
10.44* Employment Agreement, dated March 14, 1995, by and between National
Response Corporation and James Miller (incorporated herein by reference
to Exhibit 10.4 of the Company's Registration Statement on Form S-3 (No.
33-97868) filed with the Commission on November 15, 1995).
10.45* Stock Option Grant Agreement dated as of February 8, 1994 between SEACOR
Holdings, Inc. and Charles Fabrikant (incorporated herein by reference to
Exhibit 10.100 to the Annual Report on Form 10-K of SEACOR Holdings, Inc.
for the fiscal year ended December 31, 1995).
10.46* Stock Option Grant Agreement dated as of February 8, 1994 between SEACOR
Holdings, Inc. and Randall Blank (incorporated herein by reference to
Exhibit 10.101 to the Annual Report on Form 10-K of SEACOR Holdings, Inc.
for the fiscal year ended December 31, 1995).
10.47* Stock Option Grant Agreement dated as of March 14, 1995 between SEACOR
Holdings, Inc. and Charles Fabrikant (incorporated herein by reference to
Exhibit 10.102 of the Annual Report on Form 10-K of SEACOR Holdings, Inc.
for the fiscal year ended December 31, 1995).
10.48* Stock Option Grant Agreement dated as of March 14, 1995 between SEACOR
Holdings, Inc. and Randall Blank (incorporated herein by reference to
Exhibit 10.103 of the Annual Report on Form 10-K of SEACOR Holdings, Inc.
for the fiscal year ended December 31, 1995).
11.1 Computation of Per Share Earnings for the Years Ended December 31, 1996,
1995, and 1994, respectively.
21.1 List of Registrant's subsidiaries.
23.1 Consent of Arthur Andersen LLP.
27.1 Financial Data Schedule
- -------------------
* Incorporated herein by reference as indicated.
76
EXHIBIT 10.36
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this January 27,
1997, between SEACOR Holdings, Inc., a Delaware corporation (the "Company"), and
Charles Fabrikant, residing at 40 East 78 St., Apt. 4H, New York, NY, 10021 (the
"Grantee").
W I T N E S S E T H :
WHEREAS, Grantee is an officer or key employee of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the
Grantee desires to accept, shares of the Company's Common Stock, $0.01 par value
("Common Shares"), upon the terms and subject to the conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 1600 (restricted) Common Shares (the "Restricted Stock"). Such
Grantee shall have the same rights of any other holder of shares of common stock
of the Company, including the right to receive dividends and to vote the shares.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of
a certain Restricted Stock Grant Agreement dated January 27, 1997
between Charles Fabrikant and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the
Restricted Stock issued to the Grantee hereunder have become vested, the
Company shall cause the transfer agent for the Common Shares to issue
separate Certificates representing a) the Common Shares which are free of
restrictions and without the legend referred to above and b) the remaining
unvested Common Shares bearing the legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in approximately three equal and consecutive installments as follows:
Date Number of Shares
---- ----------------
January 31, 1998 534
January 31, 1999 533
January 31, 2000 533
<PAGE>
Notwithstanding the foregoing, 100% beneficial ownership of the
aforementioned shares of Restricted Stock shall vest immediately, without any
action on the part of the Company (or its successor as applicable) or the
Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the
Company or any of its subsidiaries without "Cause" (as
hereinafter defined); and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a
physical or mental disability or infirmity (A) for a
continuous period of six (6) months or (B) at such earlier
time as the Grantee submits medical evidence satisfactory
to the Company that the Grantee has a physical or mental
disability or infirmity that will likely prevent the
Grantee from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully
failed to perform any of his material obligations or duties
required to be performed by him pursuant to the terms of
his employment as an officer or key employee of the
Company.; or (B) the Grantee shall have committed an act of
fraud, theft or dishonesty which is reasonably likely to
result in financial harm to the Company and/or any of its
subsidiaries; or (C) the Grantee shall be convicted of (or
plead nolo contendere to) any felony or misdemeanor
involving moral turpitude, which misdemeanor might, in the
reasonable judgment of a majority of the Board of Directors
of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly
adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the
good faith judgment of a majority of the Board of Directors
of the Company, the Company has "cause" to terminate the
Grantee's employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Company's outstanding securities
then entitled ordinarily (and apart from rights accruing under
special circumstances) to vote generally for the election of
directors; (C) during any period of two consecutive years, the
individuals who at the beginning of such period constitute the
Board of Directors (the "Board") cease for any reason to
constitute at least a majority thereof; (D) the Board shall
approve a sale of all or substantially all of the assets of
the Company and its subsidiaries (taken
2
<PAGE>
as a whole); or (E) the Board shall approve any merger,
consolidation, or like business combination transaction or
reorganization of the Company, the consummation of which would
result in the occurrence of any event described in clauses
(A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten
(10) business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted
Stock has been registered under the Securities Act and agrees that none of the
shares of the Restricted Stock may be offered, sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of except in compliance with this
Agreement and the Securities Act or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
or "blue sky" laws; and he understands that the Company has no obligation to
cause or to refrain from causing any of the shares of the Restricted Stock or
any other shares of its capital stock to be registered under the Securities Act
or to comply with any exemption under the Securities Act which would permit the
shares of the Restricted Stock to be sold or otherwise transferred by the
Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed,
3
<PAGE>
as appropriate, if to the Grantee, at his address set forth above or such other
address as he may designate in writing to the Company, and, if to the Company,
at 11200 Westheimer, Suite 850, Houston, Texas 77042 or such other address as
the Company may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
---------------------
Name: Randall Blank
Title: Executive Vice President
GRANTEE
/s/ Charles Fabrikant
-----------------------------
Charles Fabrikant
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this January 27,
1997, between SEACOR Holdings, Inc., a Delaware corporation (the "Company"), and
Randall Blank, residing at 400 Pelham Manor Road, Pelham Manor, NY, 10803 (the
"Grantee").
W I T N E S S E T H :
WHEREAS, Grantee is an officer or key employee of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the
Grantee desires to accept, shares of the Company's Common Stock, $0.01 par value
("Common Shares"), upon the terms and subject to the conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 500 (restricted) Common Shares (the "Restricted Stock"). Such
Grantee shall have the same rights of any other holder of shares of common stock
of the Company, including the right to receive dividends and to vote the shares.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of
a certain Restricted Stock Grant Agreement dated January 27, 1997
between Randall Blank and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in approximately three equal and consecutive installments as follows:
Date Number of Shares
---- ----------------
January 31, 1998 167
January 31, 1999 167
January 31, 2000 166
<PAGE>
Notwithstanding the foregoing, 100% beneficial ownership of the
aforementioned shares of Restricted Stock shall vest immediately, without any
action on the part of the Company (or its successor as applicable) or the
Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the
Company or any of its subsidiaries without "Cause" (as
hereinafter defined); and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a
physical or mental disability or infirmity (A) for a
continuous period of six (6) months or (B) at such earlier
time as the Grantee submits medical evidence satisfactory
to the Company that the Grantee has a physical or mental
disability or infirmity that will likely prevent the
Grantee from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully
failed to perform any of his material obligations or duties
required to be performed by him pursuant to the terms of
his employment as an officer or key employee of the
Company.; or (B) the Grantee shall have committed an act of
fraud, theft or dishonesty which is reasonably likely to
result in financial harm to the Company and/or any of its
subsidiaries; or (C) the Grantee shall be convicted of (or
plead nolo contendere to) any felony or misdemeanor
involving moral turpitude, which misdemeanor might, in the
reasonable judgment of a majority of the Board of Directors
of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly
adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the
good faith judgment of a majority of the Board of Directors
of the Company, the Company has "cause" to terminate the
Grantee's employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Company's outstanding securities
then entitled ordinarily (and apart from rights accruing under
special circumstances) to vote generally for the election of
directors; (C) during any period of two consecutive years, the
individuals who at the beginning of such period constitute the
Board of Directors (the "Board") cease for any reason to
constitute at least a majority thereof; (D) the Board shall
approve a sale of all or substantially all of the assets of
the Company and its subsidiaries (taken
2
<PAGE>
as a whole); or (E) the Board shall approve any merger,
consolidation, or like business combination transaction or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten
(10) business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted
Stock has been registered under the Securities Act and agrees that none of the
shares of the Restricted Stock may be offered, sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of except in compliance with this
Agreement and the Securities Act or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
or "blue sky" laws; and he understands that the Company has no obligation to
cause or to refrain from causing any of the shares of the Restricted Stock or
any other shares of its capital stock to be registered under the Securities Act
or to comply with any exemption under the Securities Act which would permit the
shares of the Restricted Stock to be sold or otherwise transferred by the
Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed,
3
<PAGE>
as appropriate, if to the Grantee, at his address set forth above or such other
address as he may designate in writing to the Company, and, if to the Company,
at 11200 Westheimer, Suite 850, Houston, Texas 77042 or such other address as
the Company may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Charles Fabrikant
-------------------------
Name: Charles Fabrikant
Title: Chief Executive Officer
GRANTEE
/s/ Randall Blank
-----------------------------
Randall Blank
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this January 27,
1997, between SEACOR Holdings, Inc., a Delaware corporation (the "Company"), and
Milton Rose, residing at 12722 Pebblebrook, Houston, TX, 77024 (the "Grantee").
W I T N E S S E T H :
WHEREAS, Grantee is an officer or key employee of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the
Grantee desires to accept, shares of the Company's Common Stock, $0.01 par value
("Common Shares"), upon the terms and subject to the conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 240 (restricted) Common Shares (the "Restricted Stock"). Such
Grantee shall have the same rights of any other holder of shares of common stock
of the Company, including the right to receive dividends and to vote the shares.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of
a certain Restricted Stock Grant Agreement dated January 27, 1997
between Milton Rose and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in approximately three equal and consecutive installments as follows:
Date Number of Shares
---- ----------------
January 31, 1998 80
January 31, 1999 80
January 31, 2000 80
Notwithstanding the foregoing, 100% beneficial ownership of the
aforementioned shares of Restricted Stock shall vest immediately, without any
action on the part of the Company (or its successor as applicable) or the
Grantee, if any of the following events occur:
<PAGE>
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the
Company or any of its subsidiaries without "Cause" (as
hereinafter defined); and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a physical
or mental disability or infirmity (A) for a continuous period
of six (6) months or (B) at such earlier time as the Grantee
submits medical evidence satisfactory to the Company that the
Grantee has a physical or mental disability or infirmity that
will likely prevent the Grantee from substantially performing
his duties and responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully failed
to perform any of his material obligations or duties required
to be performed by him pursuant to the terms of his employment
as an officer or key employee of the Company.; or (B) the
Grantee shall have committed an act of fraud, theft or
dishonesty which is reasonably likely to result in financial
harm to the Company and/or any of its subsidiaries; or (C) the
Grantee shall be convicted of (or plead nolo contendere to)
any felony or misdemeanor involving moral turpitude, which
misdemeanor might, in the reasonable judgment of a majority of
the Board of Directors of the Company, cause embarrassment to
the Company; provided, however, that the Grantee shall not be
deemed to have been terminated for Cause unless and until
there shall have been delivered to him a copy of a resolution
duly adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the good
faith judgment of a majority of the Board of Directors of the
Company, the Company has "cause" to terminate the Grantee's
employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Company's outstanding securities
then entitled ordinarily (and apart from rights accruing under
special circumstances) to vote generally for the election of
directors; (C) during any period of two consecutive years, the
individuals who at the beginning of such period constitute the
Board of Directors (the "Board") cease for any reason to
constitute at least a majority thereof; (D) the Board shall
approve a sale of all or substantially all of the assets of
the Company and its subsidiaries (taken as a whole); or (E)
the Board shall approve any merger, consolidation, or like
business combination transaction or reorganization of the
Company, the consummation of which would result in the
occurrence of any event described in clauses (A) through (D)
above.
<PAGE>
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten
(10) business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted
Stock has been registered under the Securities Act and agrees that none of the
shares of the Restricted Stock may be offered, sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of except in compliance with this
Agreement and the Securities Act or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
or "blue sky" laws; and he understands that the Company has no obligation to
cause or to refrain from causing any of the shares of the Restricted Stock or
any other shares of its capital stock to be registered under the Securities Act
or to comply with any exemption under the Securities Act which would permit the
shares of the Restricted Stock to be sold or otherwise transferred by the
Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed, as appropriate, if to the
Grantee, at his address set forth above or such other address as he may
designate in writing to the Company, and, if to the Company, at 11200
Westheimer, Suite 850, Houston, Texas 77042 or such other address as the Company
may designate in writing to the Grantee.
<PAGE>
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
-------------------------
Name: Randall Blank
Title: Executive Vice President
GRANTEE
/s/ Milton Rose
----------------------------
Milton Rose
4
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this January 27,
1997, between SEACOR Holdings, Inc., a Delaware corporation (the "Company"), and
Mark Miller, residing at 1230 Kimberly Lane, Southold, NY, 11971 (the
"Grantee").
W I T N E S S E T H :
WHEREAS, Grantee is an officer or key employee of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the
Grantee desires to accept, shares of the Company's Common Stock, $0.01 par value
("Common Shares"), upon the terms and subject to the conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 300 (restricted) Common Shares (the "Restricted Stock"). Such
Grantee shall have the same rights of any other holder of shares of common stock
of the Company, including the right to receive dividends and to vote the shares.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of
a certain Restricted Stock Grant Agreement dated January 27, 1997
between Mark Miller and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the
Restricted Stock issued to the Grantee hereunder have become vested, the
Company shall cause the transfer agent for the Common Shares to issue
separate Certificates representing a) the Common Shares which are free of
restrictions and without the legend referred to above and b) the remaining
unvested Common Shares bearing the legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in approximately three equal and consecutive installments as follows:
Date Number of Shares
---- ----------------
January 31, 1998 100
January 31, 1999 100
January 31, 2000 100
<PAGE>
Notwithstanding the foregoing, 100% beneficial ownership of the
aforementioned shares of Restricted Stock shall vest immediately, without any
action on the part of the Company (or its successor as applicable) or the
Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the
Company or any of its subsidiaries without "Cause" (as
hereinafter defined); and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a
physical or mental disability or infirmity (A) for a
continuous period of six (6) months or (B) at such earlier
time as the Grantee submits medical evidence satisfactory
to the Company that the Grantee has a physical or mental
disability or infirmity that will likely prevent the
Grantee from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully
failed to perform any of his material obligations or duties
required to be performed by him pursuant to the terms of
his employment as an officer or key employee of the
Company.; or (B) the Grantee shall have committed an act of
fraud, theft or dishonesty which is reasonably likely to
result in financial harm to the Company and/or any of its
subsidiaries; or (C) the Grantee shall be convicted of (or
plead nolo contendere to) any felony or misdemeanor
involving moral turpitude, which misdemeanor might, in the
reasonable judgment of a majority of the Board of Directors
of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly
adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the
good faith judgment of a majority of the Board of Directors
of the Company, the Company has "cause" to terminate the
Grantee's employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Company's outstanding securities
then entitled ordinarily (and apart from rights accruing under
special circumstances) to vote generally for the election of
directors; (C) during any period of two consecutive years, the
individuals who at the beginning of such period constitute the
Board of Directors (the "Board") cease for any reason to
constitute at least a majority thereof; (D) the Board shall
approve a sale of all or substantially all of the assets of
the Company and its subsidiaries (taken
2
<PAGE>
as a whole); or (E) the Board shall approve any merger,
consolidation, or like business combination transaction or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten
(10) business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted
Stock has been registered under the Securities Act and agrees that none of the
shares of the Restricted Stock may be offered, sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of except in compliance with this
Agreement and the Securities Act or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
or "blue sky" laws; and he understands that the Company has no obligation to
cause or to refrain from causing any of the shares of the Restricted Stock or
any other shares of its capital stock to be registered under the Securities Act
or to comply with any exemption under the Securities Act which would permit the
shares of the Restricted Stock to be sold or otherwise transferred by the
Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed,
3
<PAGE>
as appropriate, if to the Grantee, at his address set forth above or such other
address as he may designate in writing to the Company, and, if to the Company,
at 11200 Westheimer, Suite 850, Houston, Texas 77042 or such other address as
the Company may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
-------------------------
Name: Randall Blank
Title: Executive Vice President
GRANTEE
/s/ Mark Miller
----------------------------
Mark Miller
SEACOR HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), dated this January 27,
1997, between SEACOR Holdings, Inc., a Delaware corporation (the "Company"), and
Tim McKeand, residing at 22319 Morning Lake Drive, Katy, TX, 77450 (the
"Grantee").
W I T N E S S E T H :
WHEREAS, Grantee is an officer or key employee of the Company; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the
Grantee desires to accept, shares of the Company's Common Stock, $0.01 par value
("Common Shares"), upon the terms and subject to the conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Grant of Restricted Stock. In recognition of the Grantee's commitment to the
continued growth and financial success of the Company, the Company hereby grants
to the Grantee 300 (restricted) Common Shares (the "Restricted Stock"). Such
Grantee shall have the same rights of any other holder of shares of common stock
of the Company, including the right to receive dividends and to vote the shares.
Simultaneously with the execution and delivery of this Agreement by the parties
hereto, the Company shall deliver to the Grantee a stock certificate (or
certificates) representing the shares of the Restricted Stock, which
certificate(s) shall (a) be registered on the Company's stock transfer books in
the name of the Grantee and (b) bear (in addition to any other legends required
by applicable law) the following legend (or a legend substantially similar
thereto):
"This certificate and the shares represented hereby are subject to,
and shall be transferable only in accordance with, the provisions of
a certain Restricted Stock Grant Agreement dated January 27, 1997
between Tim McKeand and SEACOR Holdings, Inc."
2. Removal of Restricted Stock Legend. Promptly after shares of the Restricted
Stock issued to the Grantee hereunder have become vested, the Company shall
cause the transfer agent for the Common Shares to issue separate Certificates
representing a) the Common Shares which are free of restrictions and without the
legend referred to above and b) the remaining unvested Common Shares bearing the
legend referred to above.
3. Vesting.
(a) Beneficial ownership of the restricted stock shall vest in the Grantee
in approximately three equal and consecutive installments as follows:
Date Number of Shares
---- ----------------
January 31, 1998 100
January 31, 1999 100
January 31, 2000 100
<PAGE>
Notwithstanding the foregoing, 100% beneficial ownership of the
aforementioned shares of Restricted Stock shall vest immediately, without any
action on the part of the Company (or its successor as applicable) or the
Grantee, if any of the following events occur:
(i) the death of the Grantee;
(ii) the "Disability" (as hereinafter defined) of the Grantee;
(iii) the termination of the Grantee's employment with the
Company or any of its subsidiaries without "Cause" (as
hereinafter defined); and
(iv) the occurrence of a "Change-in-Control" of the Company (as
hereinafter defined).
(b) For all purposes of this Agreement, the following terms shall have the
following respective meanings:
(i) "Disability" shall mean the Grantee's inability to perform
substantially all of his duties and responsibilities to the
Company and/or any of its subsidiaries by reason of a
physical or mental disability or infirmity (A) for a
continuous period of six (6) months or (B) at such earlier
time as the Grantee submits medical evidence satisfactory
to the Company that the Grantee has a physical or mental
disability or infirmity that will likely prevent the
Grantee from substantially performing his duties and
responsibilities for six (6) months or longer;
(ii) "Cause" shall mean (A) the Grantee shall have willfully
failed to perform any of his material obligations or duties
required to be performed by him pursuant to the terms of
his employment as an officer or key employee of the
Company.; or (B) the Grantee shall have committed an act of
fraud, theft or dishonesty which is reasonably likely to
result in financial harm to the Company and/or any of its
subsidiaries; or (C) the Grantee shall be convicted of (or
plead nolo contendere to) any felony or misdemeanor
involving moral turpitude, which misdemeanor might, in the
reasonable judgment of a majority of the Board of Directors
of the Company, cause embarrassment to the Company;
provided, however, that the Grantee shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly
adopted by a majority of the Board of Directors of the
Company at a meeting of such Board of Directors duly called
and held for the purpose of determining whether, in the
good faith judgment of a majority of the Board of Directors
of the Company, the Company has "cause" to terminate the
Grantee's employment pursuant to these provisions; and
(iii) "Change-in-Control" of the Company shall be deemed to have
occurred if (A) a change in control of the direction and
administration of the Company's businesses of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule or
regulation) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (B) any "person", (as
such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act (but excluding any employee benefit plan of the
Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Company's outstanding securities
then entitled ordinarily (and apart from rights accruing under
special circumstances) to vote generally for the election of
directors; (C) during any period of two consecutive years, the
individuals who at the beginning of such period constitute the
Board of Directors (the "Board") cease for any reason to
constitute at least a majority thereof; (D) the Board shall
approve a sale of all or substantially all of the assets of
the Company and its subsidiaries (taken
2
<PAGE>
as a whole); or (E) the Board shall approve any merger,
consolidation, or like business combination transaction or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
clauses (A) through (D) above.
4. Non-Transferability of Restricted Stock. Except as expressly provided in
Section 3 hereof, prior to the applicable Vesting Dates, none of the then
unvested shares of the Restricted Stock (nor any interest therein) may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, shall not
be assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted sale, assignment, transfer, pledge,
hypothecation or other disposition of any unvested shares of the Restricted
Stock contrary to the provisions hereof shall be null and void and without
effect.
5. Forfeiture.
(a) Upon the Grantee's voluntary termination of his employment with the
Company or any of its subsidiaries, or upon the termination of the Grantee's
employment with the Company or any of its subsidiaries for Cause, which event
occurs, in either case, on a date prior to the Vesting Dates, beneficial
ownership of the remaining unvested shares of the Restricted Stock shall not
vest in the Grantee and all such unvested shares of the Restricted Stock shall
be deemed to have been forfeited by the Grantee to the Company (a "Forfeiture")
without any consideration therefor. A termination of employment shall not be
deemed to occur by reason of the transfer of an employee from employment by the
Company to employment by a subsidiary thereof (or a transfer of employment from
one subsidiary of the Company to another subsidiary of the Company), or the
relocation of the Grantee's employment with the Company (or a subsidiary of the
Company) to a location which is more than 50 miles from the Grantee's current
residence.
(b) Upon the occurrence of a Forfeiture, the Grantee shall, within ten
(10) business days thereafter, transfer and deliver to the Company all stock
certificates representing all shares of the Restricted Stock, together with
stock powers duly executed in blank by the Grantee. From and after the
occurrence of such Forfeiture, the Grantee shall have no rights to or interests
in any shares of the forfeited Restricted Stock or under this Agreement (other
than the obligation to transfer and deliver all stock certificates representing
all shares of the Restricted Stock pursuant to this Section 5(b)).
6. Representations and Warranties of Grantee. The Grantee hereby represents and
warrants to the Company as follows:
(a) The Grantee has the legal right and capacity to enter into this
Agreement and he fully understands the terms and conditions of this Agreement.
(b) The Grantee is acquiring the Restricted Stock for investment purposes
only and not with a view to, or in connection with, the public distribution
thereof in violation of the Securities Act.
(c) The Grantee understands that none of the shares of the Restricted
Stock has been registered under the Securities Act and agrees that none of the
shares of the Restricted Stock may be offered, sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of except in compliance with this
Agreement and the Securities Act or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
or "blue sky" laws; and he understands that the Company has no obligation to
cause or to refrain from causing any of the shares of the Restricted Stock or
any other shares of its capital stock to be registered under the Securities Act
or to comply with any exemption under the Securities Act which would permit the
shares of the Restricted Stock to be sold or otherwise transferred by the
Grantee.
7. Notices. Any notice required or permitted hereunder shall be deemed given
only when delivered personally or when deposited in a United States Post Office
as certified mail, postage prepaid, addressed,
3
<PAGE>
as appropriate, if to the Grantee, at his address set forth above or such other
address as he may designate in writing to the Company, and, if to the Company,
at 11200 Westheimer, Suite 850, Houston, Texas 77042 or such other address as
the Company may designate in writing to the Grantee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.
9. Amendment: Termination. This Agreement may not be amended or terminated
unless such amendment or termination is in writing and duly executed by each of
the parties hereto.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
11. Benefit and Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Grantee, his executors, administrators, personal representatives and heirs. In
the event that any part of this Agreement shall be held to be invalid or
unenforceable, the remaining parts hereof shall nevertheless continue to be
valid and enforceable as though the invalid portions were not a part hereof.
12. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, discussions and understandings with respect to such subject
matter.
13. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles and provisions thereof relating to conflict or choice of
laws.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement on the date and year first above written.
SEACOR HOLDINGS, INC.
By: /s/ Randall Blank
---------------------
Name: Randall Blank
Title: Executive Vice President
GRANTEE
/s/ Tim McKeand
-----------------------------
Tim McKeand
EXHIBIT 11.1
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(IN THOUSANDS, EXCEPT SHARE DATA)
Years Ended December 31,
----------------------------------------------------------
1996 1995 1994
------------------ ------------------ ------------------
<S> <C> <C> <C>
EARNINGS PER COMMON SHARE - ASSUMING NO
DILUTION, AS ADJUSTED FOR COMMON STOCK
EQUIVALENTS:
Income before extraordinary Item............................ $ 2.97(a) $ 1.48(a) $ 1.29(a)
Extraordinary item.......................................... (0.07) - -
------------------ ------------------ ------------------
Net income................................................ $ 2.90(a) $ 1.48(a) $ 1.29(a)
================== ================== ==================
Weighted average shares outstanding............................... 11,533,198 7,547,330 7,142,355
Shares issuable from assumed conversion of stock options.......... 243,545 117,905 76,647
------------------ ------------------ ------------------
11,776,743 7,665,235 7,219,002
================== ================== ==================
EARNINGS PER COMMON SHARE - ASSUMING
FULL DILUTION:
Income before extraordinary item............................ $ 2.73 $ 1.36 $ 1.22
Extraordinary item.......................................... (0.06) - -
------------------ ------------------ ------------------
Net income................................................ $ 2.67 $ 1.36 $ 1.22
================== ================== ==================
Weighted average shares outstanding............................... 11,533,198 7,547,330 7,142,355
Shares issuable from assumed conversion of stock options.......... 273,162 172,276 82,659
Shares issuable from assumed conversion of
2.5% Convertible Subordinated Notes........................... - 156,650 156,650
Shares issuable from assumed conversion of
6.0% Convertible Subordinated Notes........................... - 2,156,083 2,243,880
Shares issuable from assumed conversion of
5-3/8% Convertible Subordinated Notes......................... 1,762,573 - -
------------------ ------------------ ------------------
Weighted average shares outstanding, as adjusted............ 13,568,933 10,032,339 9,625,544
================== ================== ==================
NET INCOME FOR EARNINGS PER COMMON SHARE -
ASSUMING NO DILUTION:
Income before extraordinary item.............................. $ 34,960 $ 11,325 $ 9,327
Extraordinary item, net of income tax effect.................. (807) - -
------------------ ------------------ ------------------
Net income.................................................. $ 34,153 $ 11,325 $ 9,327
================== ================== ==================
NET INCOME FOR EARNINGS PER COMMON SHARE -
ASSUMING FULL DILUTION:
Income before extraordinary item.............................. $ 34,960 $ 11,325 $ 9,327
Interest and debt discount on 2.5% Convertible Subordinated
Notes, net of income tax effect............................. 74 150 150
Interest on 6.0% Convertible Subordinated Notes,
net of income tax effect.................................... 1,078 2,198 2,277
Interest on 5-3/8% Convertible Subordinated Notes,
net of income tax effect.................................... 970 - -
------------------ ------------------ ------------------
Income before extraordinary item, as adjusted................. 37,082 13,673 11,754
Extraordinary item, net of income tax effect.................. (807) - -
------------------ ------------------ ------------------
Net income, as adjusted for fully diluted
earnings per share computation............................ $ 36,275 $ 13,673 $ 11,754
================== ================== ==================
<FN>
(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%.
</FN>
</TABLE>
SEACOR HOLDINGS, INC.
LIST OF SUBSIDIARIES AT DECEMBER 31, 1996
Jurisdiction of
Incorporation
-------------
SEACOR Marine Inc. Delaware
Acadian Supply Ships Inc. Delaware
SEACOR Offshore Inc. Delaware
SEACOR Marine International, Inc. Delaware
Anna Offshore, Inc. Alabama
SEACOR Marine (Nigeria) Inc. Louisiana
SEACOR Supply Ships Associates Inc. Louisiana
SEACOR Ocean Boats Inc. Delaware
SEACOR Ocean Lines Inc. Louisiana
Arthur Levy Enterprises, Inc. Louisiana
SEACOR Marine (Mexico) Inc. Louisiana
SEACOR Ocean Support Services Inc. Louisiana
VEESEA Holdings Inc. Delaware
Gem Shipping Inc. Delaware
Vector-Seacor Ltd. United Kingdom
Gem Shipping Ltd. Cayman Islands
Storm Shipping Inc. Delaware
SEACOR Management Services Inc. Delaware
CRN Holdings Inc. Delaware
SEACOR Worldwide Inc. Delaware
OSRV Holdings, Inc. Delaware
National Response Corporation Delaware
National Response Corporation of Puerto Rico Delaware
NRC Services, Inc. Delaware
International Response Corporation Delaware
Graham Boats Inc. Delaware
Graham Offshore Inc. Delaware
Graham Marine Inc. Delaware
SEACOR Marine (Bahamas) Inc. Bahamas
SEA-AKER L.L.C. Louisiana
SEAMAC Offshore L.L.C. Louisiana
<PAGE>
SEACOR HOLDINGS, INC.
LIST OF SUBSIDIARIES AT DECEMBER 31, 1996
CONTINUED
McCall Enterprises, Inc. Louisiana
N.F. McCall Crews, Inc. Louisiana
McCall Support Vessels, Inc. Louisiana
McCall Marine Services, Inc. Louisiana
Cameron Crews, Inc. Louisiana
Phillip A. McCall, Inc. Louisiana
McCall Crewboats, L.L.C. Louisiana
McCall Boat Rentals, Inc. Louisiana
Carroll McCall, Inc. Louisiana
Gulf Marine Transportation Inc. Louisiana
Cameron Boat Rentals, Inc. Louisiana
Gladys' McCall, Inc. Louisiana
Galaxie Offshore Inc. Louisiana
SEACOR Marine (Asia) Pte. Ltd. Singapore
SEACOR Marine (UK) Ltd. United Kingdom
SEACOR-SMIT Offshore (Worldwide) Ltd. Bahamas
SEACOR-SMIT Offshore (International) Ltd. Bahamas
SEACOR-SMIT Offshore (International) Inc. Delaware
SEACOR-SMIT Offshore I Inc. Delaware
SMIT Holdings Inc. Delaware
SEACOR-SMIT Holdings B.V. Netherlands
SEACOR Marine (Europe) B.V. Netherlands
SEACOR-SMIT Offshore I B.V. Netherlands
SEACOR-SMIT Offshore (International) B.V. Netherlands
<PAGE>
SEACOR HOLDINGS, INC.
50% OR LESS OWNED COMPANIES AT DECEMBER 31, 1996
Jurisdiction of
Incorporation
West Africa Offshore Ltd. Nigeria
Maritima Mexicana, S.A. Mexico
SEAMEX International Ltd. Liberia
Energy Logistics, Inc. Delaware
Clean Pacific Alliance, L.L.C. Nevada
Feronia International Shipping S.A. France
Supplylink (UK) Ltd. United Kingdom
Smit-Lloyd Mainport (Ireland) Ltd. Ireland
Supply Link International B.V. Netherlands
Minvest S.A. Argentina
South Atlantic Offshore Services S.A. Panama
Red Dragon Marine Services Ltd. China
Smit Swire Shilbaya Egypt Ltd. Egypt
Smit-Lloyd Matsas (Hellas) Shipping Company S.A. Greece
SEACOR-Smit (Aquitaine) Ltd. Bahamas
SEAFISH Ltd. Bahamas
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our reports dated February 19, 1997, included in this
Form 10-K for the year ended December 31, 1996, into the Company's
previously filed Registration Statements File Nos. 333-03534, 333-
11705, 333-12637, 333-22249, and 333-20921.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
March 10, 1997
<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-K and is qualified in its
entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 149,053
<SECURITIES> 311
<RECEIVABLES> 46,944
<ALLOWANCES> 475
<INVENTORY> 1,559
<CURRENT-ASSETS> 201,481
<PP&E> 498,899
<DEPRECIATION> 101,123
<TOTAL-ASSETS> 636,455
<CURRENT-LIABILITIES> 29,283
<BONDS> 218,659
0
0
<COMMON> 139
<OTHER-SE> 350,932
<TOTAL-LIABILITY-AND-EQUITY> 636,455
<SALES> 0
<TOTAL-REVENUES> 224,444
<CGS> 0
<TOTAL-COSTS> 10,398
<OTHER-EXPENSES> 114,270
<LOSS-PROVISION> 238
<INTEREST-EXPENSE> 5,713
<INCOME-PRETAX> 51,968
<INCOME-TAX> 18,535
<INCOME-CONTINUING> 34,960
<DISCONTINUED> 0
<EXTRAORDINARY> (807)
<CHANGES> 0
<NET-INCOME> 34,153
<EPS-PRIMARY> 2.96
<EPS-DILUTED> 2.67
</TABLE>
