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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 19, 1996
SEACOR HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-12289 13-3542736
- --------------------------------------------------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
11200 WESTHEIMER, SUITE 850, HOUSTON, TEXAS 77042
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(713) 782-5990
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>
EXPLANATORY NOTE
This Current Report on Form 8-K/A amends and restates in its
entirety Item 7 of the Current Report on Form 8-K of SEACOR Holdings, Inc. (the
"Company") dated December 19, 1996 and filed with the Securities and Exchange
Commission on December 24, 1996 (the "Original Form 8-K").
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The financial statements of the acquired business from Smit
International N.V. and certain of its subsidiaries for the periods required by
Rule 3-05(b) of Regulation S-X are attached hereto as Annex A.
(b) Pro Forma Financial Information.
The pro forma financial information of the Company required pursuant to
Article 11 of Regulation S-X is attached hereto as Annex B.
(c) Exhibits.
2.0 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.*
4.0 Investment and Registration Rights Agreement, dated as of
December 19, 1996, among SEACOR Holdings, Inc. and Smit
International Overseas B.V.*
10.0 Joint Venture Agreement, dated December 19, 1996, between
SEACOR Holdings, Inc. and Smit-Lloyd (Antillen) N.V.*
10.1 Bareboat Charter Agreement, dated December 19, 1996, between
SEACOR-Smit Offshore II B.V. and Smit-Lloyd B.V.*
10.2 Bareboat Charter Agreement, dated December 19, 1996, between
SEACOR-Smit Offshore II B.V. and Smit-Lloyd B.V.*
Page 2 of 4 pages
<PAGE>
10.3 Malaysian Side Letter, dated December 19, 1996, between SEACOR
and Smit.*
10.4 Form of Management Agreement.*
10.5 Salvage and Maritime Contracting Agreement, dated December 19,
1996, between SEACOR Holdings, Inc. and Smit Internationale
N.V.*
10.6 License Agreement, dated as of December 19, 1996, by and among
SEACOR Holdings, Inc. and certain of its subsidiaries, and
Smit.*
99.0 SEACOR Holdings, Inc. Press Release dated December 19, 1996.*
________________
* Previously filed as an exhibit to the Original Form 8-K.
Page 3 of 4 pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SEACOR HOLDINGS, INC.
DATE: March 4, 1997 By: /s/ Randall Blank
-------------------
Randall Blank, Executive Vice
President, Chief Financial Officer
and Secretary
Page 4 of 4 pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
2.0 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.*
4.0 Investment and Registration Rights Agreement,
dated as of December 19, 1996, among SEACOR
Holdings, Inc. and Smit International Overseas B.V.*
10.0 Joint Venture Agreement, dated December 19, 1996,
between SEACOR Holdings, Inc. and Smit-Lloyd
(Antillen) N.V.*
10.1 Bareboat Charter Agreement, dated December 19, 1996,
between SEACOR-Smit Offshore II. B.V. and
Smit-Lloyd B.V.*
10.2 Bareboat Charter Agreement, dated December 19, 1996,
between SEACOR-Smit Offshore II. B.V. and
Smit-Lloyd B.V.*
10.3 Malaysian Side Letter, dated December 19, 1996,
between SEACOR and Smit.*
10.4 Form of Management Agreement.*
10.5 Salvage and Maritime Contracting Agreement, dated
December 19, 1996, between SEACOR Holdings, Inc. and
Smit Internationale N.V.*
10.6 License Agreement, dated as of December 19, 1996, by and
among SEACOR Holdings, Inc. and certain of its subsidiaries,
and Smit.*
99.0 SEACOR Holdings, Inc. Press Release dated December 19, 1996.*
_________________
* Previously filed as an exhibit to the Original Form 8-K.
<PAGE>
ANNEX A
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF
SMIT INTERNATIONALE N.V.
WE HAVE AUDITED THE ACCOMPANYING STATEMENTS OF OPERATING REVENUES, COSTS AND
EXPENSES OF OFF-SHORE VESSEL ASSETS AND RELATED EQUITY IN NET EARNINGS OF 50% OR
LESS OWNED ENTITIES THAT WERE ACQUIRED BY SEACOR HOLDINGS, INC. FROM SMIT
INTERNATIONALE N.V. (THE COMPANY) FOR THE YEARS ENDED DECEMBER 31, 1995 AND
1994. THESE STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANY'S MANAGEMENT. OUR
RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE STATEMENTS BASED ON OUR AUDIT.
WE CONDUCTED OUR AUDIT IN ACCORDANCE WITH AUDITING STANDARDS GENERALLY ACCEPTED
IN THE NETHERLANDS, THE COMPANY'S LOCAL STANDARDS, THAT ARE SUBSTANTIALLY
EQUIVALENT TO AUDITING STANDARDS GENERALLY ACCEPTED IN THE UNITED STATES OF
AMERICA. THOSE STANDARDS REQUIRE THAT WE PLAN AND PERFORM THE AUDIT TO OBTAIN
REASONABLE ASSURANCE ABOUT WHETHER THE STATEMENT IS FREE OF MATERIAL
MISSTATEMENT. AN AUDIT INCLUDES EXAMINING, ON A TEST BASIS, EVIDENCE SUPPORTING
THE AMOUNTS AND DISCLOSURES IN THE STATEMENT. AN AUDIT ALSO INCLUDES ASSESSING
THE ACCOUNTING PRINCIPLES USED AND SIGNIFICANT ESTIMATES MADE BY MANAGEMENT, AS
WELL AS EVALUATING THE OVERALL STATEMENT PRESENTATION. WE BELIEVE THAT OUR
AUDITS PROVIDE A REASONABLE BASIS FOR OUR OPINION.
THE ACCOMPANYING STATEMENTS WERE PREPARED FOR THE PURPOSE OF COMPLYING WITH THE
RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION (FOR INCLUSION
IN AN AMENDMENT TO FORM 8-K DATED DECEMBER 19, 1996 AND FILED DECEMBER 24, 1996,
BY SEACOR HOLDINGS, INC.) AND ARE NOT INTENDED TO BE A COMPLETE PRESENTATION OF
THE REVENUES AND EXPENSES OF THE ASSETS MENTIONED ABOVE.
IN OUR OPINION, THE STATEMENTS REFERRED TO ABOVE PRESENT FAIRLY, IN ALL MATERIAL
RESPECTS, THE OPERATING REVENUES, COSTS AND EXPENSES OF OFFSHORE VESSEL ASSETS
AND RELATED EQUITY IN NET EARNINGS OF 50% OR LESS OWNED ENTITIES, ACQUIRED BY
SEACOR HOLDINGS, INC. FROM SMIT INTERNATIONALE N.V., FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994, IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES IN THE NETHERLANDS.
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE NETHERLANDS VARY IN CERTAIN
SIGNIFICANT RESPECTS FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED
STATES OF AMERICA. APPLICATION OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
THE UNITED STATES OF AMERICA WOULD HAVE AFFECTED THE CARRYING VALUES OF THE
ASSETS SOLD AND THE OPERATING INCOME AND EQUITY IN NET EARNINGS OF 50% OR LESS
OWNED ENTITIES FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 TO THE EXTENT
SUMMARIZED IN NOTE 4 TO THE FINANCIAL STATEMENTS.
ROTTERDAM, FEBRUARY 27, 1997
/S/ KPMG ACCOUNTANTS N.V.
REF.: J.J. ENUMA
<PAGE>
STATEMENTS OF OPERATING REVENUES, COST AND EXPENSES OF OFFSHORE VESSEL ASSETS
AND RELATED EQUITY IN NET EARNINGS OF 50% OR LESS OWNED ENTITIES ACQUIRED BY
SEACOR HOLDINGS, INC.
FROM SMIT INTERNATIONALE N.V.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------------------------------
1995 1994 1996 1995
- ------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DUTCH GUILDERS) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING REVENUES 98,463 96,444 80,757 72,637
COST AND EXPENSES:
O MARINE OPERATING EXPENSES 60,561 57,505 51,680 44,197
O ADMINISTRATIVE AND GENERAL 16,033 14,176 11,912 11,813
O DEPRECIATION AND AMORTIZATION 16,947 20,433 14,021 12,223
------------------------------------------------------
OPERATING INCOME 4,922 4,330 3,144 4,404
EQUITY IN NET EARNINGS OF 50% OR LESS
OWNED ENTITIES 216 1,086 1,180 162
OPERATING INCOME AND EQUITY IN NET
EARNINGS OF 50% OR LESS OWNED ENTITIES 5,138 5,416 4,324 4,566
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
NOTES TO STATEMENTS OF OPERATING REVENUES, COST AND EXPENSES OF
OFFSHORE VESSEL ASSETS AND RELATED EQUITY IN NET EARNINGS OF 50% OR
LESS OWNED ENTITIES ACQUIRED BY SEACOR HOLDINGS, INC. FROM SMIT
INTERNATIONALE N.V.
(INFORMATION WITH RESPECT TO SEPTEMBER 30, 1996 AND 1995 IS UNAUDITED)
1 SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
On December 19, 1996, Smit Internationale N.V. and certain of its
subsidiaries ("Smit") sold substantially all of their offshore vessel
assets and certain related joint venture interests to SEACOR Holdings,
Inc. and certain of its subsidiaries ("SEACOR"). The aggregate
consideration, including amounts payable under certain lease purchase
arrangements for two vessels, consists of: (i) approximately $71
million in cash, (ii) 712,000 shares of SEACOR common stock and (iii)
$22 million principal amount of SEACOR's 5-3/8% convertible
subordinated notes due November 15, 2006 ("the notes"). In addition,
the definitive agreements for the transaction provide for the payment
of a maximum additional purchase price by SEACOR, in a combination of
cash and non-convertible notes, of up to $42 million based upon the
earnings performance during 1997 and 1998 of certain assets sold.
The assets sold include 100% interests in 24 vessels and 50% interest
in 9 vessels sold directly by Smit and Smit's interest in certain joint
ventures that own and operate 12 vessels.
In addition, on December 19, 1996 Smit and SEACOR signed a letter of
intent providing for the sale by Smit of the interest in a certain
Malaysian joint venture or the vessels of this joint venture. This
Malaysian joint venture owns and operates 4 vessels. The aggregate
consideration for all of the Malaysian vessels will be approximately
$13 million. The maximum additional purchase price shall be increased
by $5 million after the consummation of the Malaysian purchase.
The accompanying statements of operating revenues, costs and expenses,
and equity in net earnings of 50% or less owned entities have been
prepared on the accrual basis in accordance with Netherlands generally
accepted accounting principles and relate to the assets described above
and may not be indicative of future operating results. The statements
of operating revenues, costs and expenses do not include income taxes,
interest or other income or expense because such amounts would not be
representative of those income or expense items that would be incurred
by SEACOR.
In the opinion of management, the unaudited statements of operating
revenues, costs and expenses, and equity in net earnings of 50% or less
owned entities for the nine-months ended September 30, 1996 and 1995,
were prepared on a basis consistent with the audited statements of
operating revenues, costs and expenses and include all adjustments
(which include only normal recurring adjustments) necessary to present
fairly the operating revenues, costs and expenses, and equity in net
earnings of 50% or less owned entities for the interim periods. Results
for the interim periods are not necessarily indicative of the operating
results for the full year or for any future periods.
<PAGE>
OPERATING REVENUES AND EXPENSES
Revenues are recognized for services rendered, expenses are accounted
for in relation to those revenues.
ADMINISTRATIVE AND GENERAL EXPENSES
The administrative and general expenses for the companies included in
these statements that have been previously consolidated in the annual
accounts of Smit are calculated as follows: Smit's total general and
administrative expenses have been allocated to the assets sold based on
a percentage of the revenue of the assets sold to the total Smit
revenues.
The administrative and general expenses of other companies are derived
from the annual accounts of these companies.
DEPRECIATION OF SUPPLY VESSELS
Before 1995, depreciation was computed on the straight-line method, the
assumed useful life was set at 16 years.
As from January 1, 1995 the Company utilized an accelerated
depreciation method, based on a fixed percentage, to compute
depreciation. Furthermore, the assumed useful life has been changed to
20 years.
INVESTMENTS IN 50% OR LESS OWNED ENTITIES
The equity method of accounting is used by Smit when it has a 20% to
50% ownership interest in the voting stock of other companies and the
ability to exercise significant influence over their operating and
financial policies.
The investments in 50% or less owned entities are valued at a pro rata
share of the net asset values of those companies. The accounting
policies of associated companies are substantially consistent with the
accounting policies stated in these statements.
FOREIGN CURRENCY TRANSLATION
The assets, liabilities and result of operations of certain Smit
subsidiaries and associated companies are measured using the currency
of the primary foreign economic environment within which they operate,
their functional currency. For the purpose of these financial
statements the assets and the liabilities of these foreign operations
are translated to Dutch guilders at currency exchange rates at the
applicable period-end rate. Operating revenues, cost and expenses and
equity in net earnings are converted into Dutch guilders at the
weighted average currency exchange rates during the applicable
reporting period. Translation adjustments resulting from the process of
translating these subsidiaries financial statements are excluded from
these statements and are included in stockholders equity. Exchange
differences resulting from normal business operations are included in
the operating result.
<PAGE>
2 STATEMENT OF ASSETS SOLD
The following table sets forth the carrying values (net of accumulated
depreciation) of the assets sold by Smit as of December 31, 1995 and
1994:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
1995 1994
----------------------------------------------------------------------------------------------------------
(in thousands of Dutch guilders)
<S> <C> <C>
Marine vessels 124,619 128,103
Investments in 50% or less owned entities 3,069 1,381
---------------------------
127,688 129,484
----------------------------------------------------------------------------------------------------------
</TABLE>
3 RELATED PARTY TRANSACTIONS
Certain operational tasks are carried out at cost by people employed by
an affiliated company. Included in operating expenses are the costs of
hiring crew from an affiliated company:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Year ended December 31, Nine months ended
September 30,
--------------------------------------------------
1995 1994 1996 1995
-------------------------------------------------------------------------------------------------------
(in thousands of Dutch guilders) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Costs of hiring crew from an affiliated
company 32,440 32,195 23,955 23,894
-------------------------------------------------------------------------------------------------------
</TABLE>
4 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
The accompanying statements have been prepared in accordance with
Netherlands generally accepted accounting principles ("Netherlands
GAAP"), which conform with United States generally accepted accounting
principles, as it relates to the Company, ("US GAAP") in all material
respects, except as follows:
4.1 CHANGE IN ACCOUNTING PRINCIPLE/LIFE TIME EXTENSION
As described in footnote 1, in 1995, the expected useful life of
vessels has been extended from 16 to 20 years and the accounting
principle for supply vessels has been changed from straight line
depreciation to accelerated depreciation. The retrospective cumulative
effect of these changes is NLG 4 million. This amount has been charged
to operating income in the historical financial statements of Smit in
1995. The amount has not been included in the accompanying statements
of operating revenues and operating expenses of offshore vessel assets
and related equity in net earning of 50% or less owned entities.
Under US GAAP a change in estimated useful lives of the vessels should
be accounted for prospectively rather than recording a cumulative
effect in the year of change. Furthermore, the change of accounting
principle to accelerated depreciation would not have been made, because
the use of this method is not in accordance with industry practice in
the United States.
<PAGE>
4.2 INVESTMENT FACILITIES
Investment subsidies received are credited to operations over a 10 year
period. Under US GAAP these subsidies are credited to operations during
the depreciation period of the assets acquired.
Application of US GAAP would also have an effect on the carrying values
of the assets sold by Smit. The unamortized balance of investment
subsidiaries related to vessels should have been presented as an
adjustment of the cost of the related assets disposed of.
4.3 CAPITALIZATION OF INTEREST COSTS
Smit has capitalized less than 100% of the interest cost incurred
during the period required to complete the asset. Under US GAAP 100% of
the interest cost shall be capitalized, during the period of
construction, as part of the historical cost of the acquired assets.
4.4 RECONCILIATION NETHERLANDS GAAP-US GAAP
Application of US GAAP would have had the following effect on operating
income and equity in net earnings of 50% or less owned entities:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Year ended December 31, Nine months ended
September 30,
---------------------------------------------------------
1995 1994 1996 1995
---------------------------------------------------------------------------------------------------------
(in thousands of Dutch guilders) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Operating income and equity in net
earnings of 50% or less owned entities
in accordance with Netherlands GAAP 5,138 5,416 4,324 4,566
Increase (decrease) for:
4.1 Change in accounting
principle/life time extension 7,842* -- 7,029* 5,882*
4.2 Investment facilities 0 947 726 0
4.3 Capitalization of interest costs (125) (177) (94) (94)
-------------------------------------------------------
Increase (decrease) 7,717 770 7,661 5,788
Operating income and equity in net
earnings of 50% or less owned entities
in accordance with US GAAP 12,855 6,186 11,985 10,354
-------------------------------------------------------------------------------------------------------
<FN>
- ----------
* Mainly due to effects of accelerated depreciation under Dutch GAAP.
</FN>
</TABLE>
<PAGE>
Application of US GAAP would have had the following effect on the
carrying values of the assets sold by Smit. The unamortized balance of
investment subsidies related to vessels has been reflected as an
adjustment of the cost of the related assets:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Year ended December 31,
1995 1994
--------------------------------------------------------------------------------------------------------
(in thousands of Dutch guilders)
<S> <C> <C>
Carrying values of assets sold by Smit in accordance with
Netherlands GAAP 127,688 129,484
Increase (decrease) for:
4.1 Change in accounting principle/life time extension 7,842 -
4.2 Investment facilities (23,113) (25,295)
4.3 Capitalization of interest costs 1,510 1,635
---------------------------
Increase (decrease) (13,761) (23,660)
Carrying values of assets sold by Smit in accordance with US GAAP 113,927 105,824
-------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ANNEX B
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 1996
Pro Forma Adjustments
-----------------------------------------------
November 1996 Smit
Notes Placement Transaction
Historical Note C Note D Pro Forma
---------- ------ ------ ---------
<S> <C> <C> <C> <C>
ASSETS
Cash $ 28,484,000 $ 168,189,000(5) $ (66,335,000)(8) $ 130,338,000
Investment Securities 307,000 - - 307,000
Trade and Other Receivables 44,479,000 - - 44,479,000
Affiliate Receivables 304,000 - - 304,000
Inventories 1,487,000 - - 1,487,000
Prepaid expenses and other 2,131,000 - - 2,131,000
----------------------------------------------------------------------------------------------
Total current assets 77,192,000 168,189,000 (66,335,000) 179,046,000
----------------------------------------------------------------------------------------------
Investments in and Receivables
from 50% or Less Owned
Companies, at Equity 7,306,000 - 15,469,000(8) 22,775,000
----------------------------------------------------------------------------------------------
Property, Equipment, Land,
and Capital Leases 374,521,000 - 118,062,000(8) 492,583,000
Less Accumulated Depreciation (92,392,000) - - (92,392,000)
----------------------------------------------------------------------------------------------
Net Property and Equipment 282,129,000 - 118,062,000 400,191,000
----------------------------------------------------------------------------------------------
Other Assets 11,944,000 4,311,000(5) - 16,255,000
----------------------------------------------------------------------------------------------
$ 378,571,000 $ 172,500,000 $ 67,196,000 $ 618,267,000
==============================================================================================
LIABILITIES AND STOCK-
HOLDERS' EQUITY
Current portion of long-term debt $ 276,000 $ - $ 1,426,000(8) $ 1,702,000
Accounts payable-trade 12,190,000 - - 12,190,000
Accounts payable-affiliate 1,983,000 - - 1,983,000
Other current liabilities 11,933,000 - 600,000(8) 12,533,000
----------------------------------------------------------------------------------------------
Total current liabilities 26,382,000 - 2,026,000 28,408,000
----------------------------------------------------------------------------------------------
Long-Term Debt 7,955,000 172,500,000(5) 37,596,000(8) 218,051,000
Deferred Income Taxes 38,071,000 - (7,626,000)(8) 30,445,000
Deferred Revenue, Gain, and Other
Liabilities 1,980,000 - - 1,980,000
Minority interest and indebtedness
to Minority Shareholders 1,853,000 - - 1,853,000
Stockholders' Equity:
Common Stock 131,000 - 7,000(8) 138,000
Additional paid-in-capital 223,853,000 - 35,193,000(8) 259,046,000
Retained Earnings 80,539,000 - - 80,539,000
Less-shares held in treasury (576,000) - - (576,000)
Less unamortized restricted stock (747,000) - - (747,000)
Currency translation adjustments (870,000) - - (870,000)
----------------------------------------------------------------------------------------------
Total stockholders' equity 302,330,000 - 35,200,000 337,530,000
----------------------------------------------------------------------------------------------
$ 378,571,000 $ 172,500,000 $ 67,196,000 $ 618,267,000
==============================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Income
For the Nine Months Ended September 30, 1996
Pro Forma Adjustments
---------------------------------------------------
November
July 1996 1996 Notes Smit
Transactions Placement Transaction
Historical Note B Note C Note D Pro Forma
---------- ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C>
Operating Revenue:
Marine $ 138,043,000 $ - $ - $48,213,000 (9) $186,256,000
Environmental -
Oil spill response 8,547,000 - - - 8,547,000
Retainer and other services 13,703,000 - - - 13,703,000
---------------------------------------------------------------------------------
160,293,000 - - 48,213,000 208,506,000
---------------------------------------------------------------------------------
Costs and Expenses:
Cost of oil spill response 7,655,000 - - - 7,655,000
Operating expenses -
Marine 77,137,000 - 30,420,000 (9) 107,557,000
Environmental 4,511,000 - - - 4,511,000
Administrative and General 16,876,000 - 7,112,000 (9)
(4,346,000)(10) 19,642,000
Depreciation and amortization 17,791,000 (105,000) (1) 8,371,000 (9)
(2,001,000)(11) 24,056,000
---------------------------------------------------------------------------------
123,970,000 (105,000) - 39,556,000 163,421,000
---------------------------------------------------------------------------------
Operating Income 36,323,000 105,000 - 8,657,000 45,085,000
---------------------------------------------------------------------------------
Other Income (Expenses):
Interest on Debt (4,007,000) 2,079,000(1)(2) (7,274,000)(6) (1,487,000)(12) (10,689,000)
Interest Income 1,731,000 - 1,731,000
Gain (loss) from equipment
sales or retirements 1,448,000 - 1,448,000
McCall acquisition costs (509,000) - (509,000)
Other 11,000 - 11,000
---------------------------------------------------------------------------------
(1,326,000) 2,079,000 (7,274,000) (1,487,000) (8,008,000)
---------------------------------------------------------------------------------
Income Before Income Taxes, Minority
Interest, Equity in Net Earnings
of 50% or Less Owned Companies
and Extraordinary Item 34,997,000 2,184,000 (7,274,000) 7,170,000 37,077,000
Income Tax Expense (Benefit) 12,445,000 764,000 (3) (2,546,000)(7) 2,510,000(13) 13,173,000
---------------------------------------------------------------------------------
Income Before Minority Interest, Equity
in Net Earnings of 50% or Less
Owned Companies and
Extraordinary Item 22,552,000 1,420,000 (4,728,000) 4,660,000 23,904,000
Minority Interest in Income (Loss) of
Subsidiary 176,000 - - - 176,000
Equity in Net earnings of 50% or
Less Owned Companies 766,000 - - 704,000 (9)
- - (246,000)(13) 1,224,000
---------------------------------------------------------------------------------
Income before Extraordinary Item 23,494,000 1,420,000 (4,728,000) 5,118,000 25,304,000
Extraordinary Item-Loss on
Extinguishment of Debt (807,000) 807,000 (4) -
---------------------------------------------------------------------------------
Net Income $ 22,687,000 $2,227,000 $(4,728,000) $5,118,000 $ 25,304,000
=================================================================================
Earnings Per Common Share -
Assuming no Dilution:
Income before extraordinary item $ 215 $ 1.84
Extraordinary Item (0.07) -
-------------- ------------
Net Income $ 2.08 $ 1.84
============== ============
Earnings Per Common Share -
Assuming Full Dilution:
Income before extraordinary item $ 1.93 $ 1.79
Extraordinary Item (0.06) -
-------------- ------------
Net Income $ 1.87 $ 1.79
=================================================================================
Weighted Average Common Shares:
Assuming no dilution 10,923,340 13,764,593
Assuming full dilution 12,725,616 16,868,612
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 1995
Pro Forma Adjustments
-----------------------------------------------------
November
1995 July 1996 1996 Notes Smit
Transactions Transactions Placement Transaction
Historical Note E Note B Note C Note D Pro Forma
---------- ------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue:
Marine $104,894,000 $45,668,000 $ - $ - $61,386,000(9) $211,948,000
Environmental -
Oil spill response 8,927,000 968,000 - - - 9,895,000
Retainer and other services 12,838,000 4,003,000 - - - 16,841,000
----------------------------------------------------------------------------------------
126,659,000 50,639,000 - - 61,386,000 238,684,000
----------------------------------------------------------------------------------------
Costs and Expenses:
Cost of oil spill response 7,643,000 791,000 - - - 8,434,000
Operating expenses -
Marine 66,205,000 $31,002,000 - - 37,756,000(9) 134,963,000
Environmental 4,580,000 1,167,000 - - - 5,747,000
Administrative and general 13,853,000 6,033,000 - - 9,996,000(9)
- (6,246,000)(10) 23,636,000
Depreciation and amortization 18,842,000 5,823,000 (211,000)(1) - 10,565,000(9)
- - (2,071,000)(11) 32,948,000
----------------------------------------------------------------------------------------
111,123,000 44,816,000 (211,000) - 50,000,000 205,728,000
----------------------------------------------------------------------------------------
Operating Income 15,536,000 5,823,000 211,000 - 11,386,000 32,956,000
----------------------------------------------------------------------------------------
Other Income (Expense):
Interest on Debt (6,681,000) (3,525,000) 4,048,000(1)(2) (9,698,000)(6) (2,063,000)(12) (17,919,000)
Interest Income 2,370,000 123,000 - - 2,493,000
Gain (loss) from equipment
sales or retirements 3,850,000 467,000 - - 4,317,000
Other 667,000 (2,000) - - 665,000
----------------------------------------------------------------------------------------
206,000 (2,937,000) 4,048,000 (9,698,000) (2,063,000) (10,444,000)
----------------------------------------------------------------------------------------
Income Before Income Taxes, Minority
Interest, Equity in Net Earnings
of 50% or Less Owned Companies
and Extraordinary Item 15,642,000 2,886,000 4,259,000 (9,698,000) 9,323,000 22,412,000
Income Tax Expense (Benefit) 5,510,000 1,035,000 1,448,000(3) (3,394,000)(7) 3,170,000(13) 7,769,000
----------------------------------------------------------------------------------------
Income Before Minority Interest,
Equity in Net Earnings of 50%
or Less Owned Companies and
Extraordinary Item 10,132,000 1,851,000 2,811,000 (6,304,000) 6,153,000 14,643,000
Minority Interest in Income (Loss)
of a Subsidiary 321,000 - - - - 321,000
Equity in Net Earnings of 50% or
Less Owned Companies 872,000 - - - 135,000(9)
- - - (46,000)(13) 961,000
----------------------------------------------------------------------------------------
Income before Extraordinary Item 11,325,000 1,851,000 2,811,000 (6,304,000) 6,242,000 15,925,000
Extraordinary Item-Loss on
Extinguishment of Debt - - (984,000)(4) - - (984,000)
----------------------------------------------------------------------------------------
Net Income $11,325,000 $1,851,000 $1,827,000 $(6,304,000) $ 6,242,000 $ 14,941,000
========================================================================================
Earnings Per Common Share -
Assuming no Dilution
Income before extraordinary item $ 1.50 - - - - $ 1.16
Extraordinary Item - - - - - (0.07)
----------------------------------------------------------------------------------------
Net Income $ 1.50 - - - - $ 1.09
Earnings Per Common Share -
Assuming Full Dilution
Income before extraordinary item $ 1.36 - - - $ 1.14
Extraordinary Item - - - - (0.07)
----------------------------------------------------------------------------------------
Net Income $ 1.36 - - - - $ 1.07
Weighted Average Common Shares:
Assuming no dilution 7,547,330 - - - - 13,753,100
Assuming full dilution 10,032,332 - - - - 13,925,376
</TABLE>
<PAGE>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
As discussed in the Company's annual report to shareholders on Form
10-K for the year ended December 31, 1995, the Company completed several
transactions during 1995 (the NRC Merger, the Graham Acquisition, the 1995 CNN
transaction, the Coastal/Phibro Transactions and the 1995 Common Stock Offering
- - "The 1995 Transactions"). Also, as discussed in the Company's Registration
Statement on Form S-3 filed with the Commission on January 31, 1997, the Company
completed several transactions during 1996 (the 6.0% Note Conversion, the 1996
CNN Transaction and the 1996 Common Stock Offering (collectively, the "July 1996
Transactions") and the November 1996 Notes Placement), as well as completing the
transaction discussed in this Form 8-K/A, the Smit Transaction.
The accompanying pro forma condensed balance sheet has been prepared
based upon certain pro forma adjustments to historical financial information,
assuming (i) the November 1996 Notes Placement, and (ii) the Smit Transaction,
in each case as if it has occurred on September 30, 1996. No adjustments were
proposed in the accompanying pro forma condensed consolidated balance sheet for
the July 1996 Transactions and the 1995 Transactions as these transactions were
completed prior to September 30, 1996. The pro forma condensed consolidated
statements of income for the year ended December 31, 1995 and for the nine
months ended September 30, 1996 have been prepared based upon certain pro forma
adjustments to historical financial information, assuming (i) the 1995
Transactions (with respect to the 1995 pro forma's only), (ii) the July 1996
Transactions, (iii) the November 1996 Notes Placement, and (iv) the Smit
Transaction, in each case occurred on January 1, 1995. No pro forma adjustments
were made to the statements of income with respect to operating revenues and
expenses for the 1996 CNN Transaction because the effect of such adjustments
would not be material.
The pro forma data are not necessarily indicative of the operating
results or financial position that would have occurred had the above described
transactions been consummated at the dates indicated, nor necessarily indicative
of future operating results or financial position.
The weighted averages of common shares used to calculate pro forma
consolidated earnings per share, assuming no dilution, are based on the actual
weighted average number of shares outstanding during each period, adjusted to
give effect to shares issued in connection with the 1995 Transactions, the July
1996 Transactions and the Smit Transaction, assuming that the transactions had
taken place on January 1, 1995. The weighted average of common shares used to
calculate pro forma consolidated earnings per share, assuming full dilution, for
the nine months ended September 30, 1996 is based on the actual weighted average
number of shares outstanding during the period, adjusted to give effect to the
July 1996 Transactions and the Smit Transaction and for additional shares
assumed to be outstanding to reflect the dilutive effect of common stock
equivalents using the treasury stock method and the assumption that the 5-3/8%
Convertible Subordinated Notes issued in the November 1996 Notes Placement and
the Smit Transaction were converted into common stock. Net income has been
adjusted for the interest expense (net of income tax) associated with the
convertible subordinated notes. The weighted
<PAGE>
average of common shares used to calculate pro forma consolidated earnings per
share, assuming full dilution, for the year ended December 31, 1995, was
calculated on the same basis except that the weighted average of common shares
was adjusted to give effect to the 1995 Transactions and the effect of the
conversion of the 5-3/8% Convertible Subordinated Notes into Common Stock is not
considered in the calculation of earnings per share assuming full dilution
because the effect is antidilutive.
B. JULY 1996 TRANSACTIONS
6.0% NOTE CONVERSION
On June 6, 1996, the Company notified the Trustee of the 6.0% Notes of
its election to call the 6.0% Notes for redemption on July 12, 1996. Holders of
the 6.0% Notes had the right to convert the 6.0% Notes into shares of common
Stock at a ratio of 39.024 shares of Common Stock per $1,000 principal amount of
the 6.0% Notes (representing a conversion price of $25.625 per share) prior to
the date of redemption. Upon conversion, 2,156,083 shares of Common Stock were
issued. The following adjustment reflects the assumed conversion of the entire
principal amount outstanding of the 6.0% Notes:
(1) To reflect the reductions in interest expense and the amortization
of debt issuance costs as a result of the conversion.
1996 CNN TRANSACTION
(2) To reflect the reduction in interest expense due to the retirement
of indebtedness outstanding with a portion of the net proceeds from the 1996
Common Stock Offering.
(3) To adjust income tax expense for the effect of the adjustments
described in notes (1) and (2) assuming an effective tax rate of 35% for 1996
and 34% for 1995.
(4) To reflect an extraordinary loss in 1995 and reverse the
extraordinary loss recorded in 1996 due to the write-off of unamortized debt
discount relating to the early repayment of $9.6 million of indebtedness
outstanding to CNN, net of income tax benefits.
C. NOVEMBER 1996 NOTES PLACEMENT
These adjustments reflect the completion of the 5-3/8% Convertible
Subordinated Notes Offering. The detail of these adjustments is as follows:
(5) To reflect the sale of $172.5 million principal amount of the
5-3/8% Convertible Subordinated Notes and the application of the net proceeds
therefrom to increase cash by $168.2 million and to record estimated deferred
financing costs of $4.3 million.
(6) To reflect the increase in interest expense due to the sale of
$172.5 million principal amount of the 5-3/8% Convertible Subordinated Notes and
the amortization of deferred financing costs.
<PAGE>
(7) To adjust income tax expense for the effect of the adjustments
described in note (6) assuming an effective tax rate of 35% for 1996 and 34% for
1995.
D. SMIT TRANSACTION
For the purpose of the pro forma adjustments with respect to the
operations of Smit, the revenues and expenses of these operations are translated
from Dutch guilders to U.S. dollars at the weighted average currency exchange
rates during the applicable reporting periods.
(8) To record the payment of cash and the issuance of debt and common
stock to acquire offshore vessel assets and joint venture interests, enter in a
capital lease obligation with respect to two vessels, an accrual for estimated
transaction costs, and the related deferred tax effect of the acquisition.
(9) To reflect the operating revenues and expenses and equity in net
earnings of 50% or less owned entities attributable to the Smit assets acquired.
(10) To adjust administrative and general expenses associated with the
acquired assets to reflect the Company's budget for these operations.
(11) To reflect depreciation associated with the acquired assets
relative to such expense as reported by Smit. The Company recorded the acquired
assets at their fair market values in accordance with the purchase method of
accounting. Consistent with the Company's depreciation policies, the depreciable
lives assigned to each of the vessels acquired in the Smit Transaction were
determined by subtracting from 25 years the period from each vessel's original
construction date to its acquisition date.
(12) To reflect an increase in interest expense due to the issuance of
$15.25 million principal amount of Smit Notes and payments under capital lease
obligations.
(13) To adjust income tax expense for the effect of the adjustments
described in notes (9) through (12) assuming an effective tax rate of 35% for
1996 and 34% for 1995.
E. THE 1995 TRANSACTIONS
The pro forma adjustments relating to the 1995 Transactions are
described below. For purposes of calculating these adjustments, the Company
assumed that each of the 1995 Transactions was completed no later than September
30, 1995. The use of the actual closing dates for the 1995 CNN Transaction, the
Coastal/Phibro Transactions and the 1995 Common Stock Offering, which all closed
before December 31, 1995, would not have a material effect on these pro forma
adjustments.
<PAGE>
<TABLE>
<CAPTION>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NRC Graham 1995 CNN Coastal/Phibro 1995 Common The 1995
Merger Acquisition Transaction Transactions(23) Stock Offering Transactions
------ ----------- ----------- ---------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Operating Revenue:
Marine............................... $ (86)(1) $34,681(4) $14,710(15) $ --- $ --- $ 45,668
(814)(5) (3,795)(16)
972(17)
Environmental
Oil spill response................... 968(2) --- --- --- --- 968
Retainer and other services.......... 4,003(2) --- --- --- --- 4,003
---------- ------- ------- -------- -------- -------
4,885 33,867 11,887 --- --- 50,639
---------- ------- ------- -------- -------- -------
Costs and Expenses:
Cost of oil spill response........... 791(2) --- --- --- --- 791
Operating expenses
Marine................................. (86)(1) 23,340(4) 9,274(15) --- --- 31,002
--- (719)(5) 334(18) --- --- ---
--- --- (1,141)(19) --- --- ---
Environmental........................ 1,167(2) --- --- --- --- 1,167
Administrative and general............. 1,645(2) 3,996(4) 1,358(20) --- --- 6,033
--- (70)(15) --- --- --- ---
--- (446)(7) --- --- --- ---
--- (825)(6) --- --- --- ---
--- 375(14) --- --- --- ---
Depreciation and amortization.......... 777(2) 3,431(4) 1,299(21) 171(24) --- 5,823
91(3) (142)(5) --- --- --- ---
--- 196(8) --- --- --- ---
---------- ------- ------- -------- -------- -------
4,385 29,136 11,124 171 --- 44,816
---------- ------- ------- -------- -------- -------
Operating Income....................... 500 4,731 763 (171) --- 5,823
---------- ------- ------- -------- -------- -------
Other Income (Expense):
Interest on debt..................... (302)(2) (531)(4) --- --- 970(25) (3,525)
--- 531 (11) --- --- --- ---
--- (4,134)(10) --- --- --- ---
--- (59)(9) --- --- --- ---
Interest Income........................ 12(2) 111(4) --- --- --- 123
Gains/(loss) from equipment sales or
retirements.......................... --- 467(4) --- --- --- 467
Other.................................. (6)(2) 450(4) --- --- --- (2)
--- (446)(7) --- --- --- ---
---------- ------- ------- -------- -------- -------
(296) (3,611) --- --- 970 (2,937)
---------- ------- ------- -------- -------- -------
Income Before Income Taxes, Minority
Interest, Equity in Net Earnings of
50% or Less Owned Companies and
Discontinued Operations.............. 204 1,120 763 (171) 970 2,886
Income Tax Expense..................... 123(2) 36(4) 201(22) --- 330(26) 1,035
--- 1,463(12) --- --- --- ---
--- (1,118)(12) --- --- --- ---
---------- ------ ------- -------- -------- -------
Income Before Minority Interest, Equity
in Net Earnings of 50% or Less
Owned Companies and Discontinued
Operations........................... 81 739 562 (171) 640 1,851
Minority Interest in (Income) Loss of a
Subsidiary........................... --- --- --- --- --- ---
Equity in Net Earnings of 50% or Less
Owned Companies...................... --- --- --- --- --- ---
---------- ------- ------- -------- -------- -------
Income Before Discontinued Operations.. 81 739 562 (171) 640 1,851
Discontinued Operations................ --- (81)(14) --- --- --- ---
--- 81(13) --- --- --- ---
---------- ------- ------- -------- -------- -------
Net Income............................. $ 81 $ 739 $ 562 $ (171) $ 640 $ 1,851
========== ======= ======= ======== ======== =======
</TABLE>
<PAGE>
SEACOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- ------------------
(1) To reflect the elimination of certain intercompany transactions between
subsidiaries of the Company and subsidiaries of NRC Holdings.
(2) To reflect the pre-acquisition results of operations of NRC Holdings and
its subsidiaries.
(3) To reflect the amortization of $3.6 million of goodwill based upon the
straight line method over a 20-year period which is the estimated period
of benefit.
(4) To reflect the pre-acquisition results of operations of Graham, as
restated to reflect an adjustment to the estimated depreciable lives of
the fixed assets of Graham.
(5) To exclude the operating results of Offshore Trawlers, Inc., the Graham
entity that operates a shipyard whose assets were not included in the
Graham Acquisition.
(6) To reflect the elimination of $1.5 million of certain historical salary
expense offset by $0.4 million of additional annual wage costs estimated
to be incurred by the Company to manage the acquired assets. The Company
does not expect to incur more than $0.4 million of additional annual wage
costs to manage these assets based on salaries paid to its employees who
perform similar functions for the Company's other vessels.
(7) To reflect the elimination of rental fees charged to Graham by a
non-acquired affiliate company.
(8) To reflect depreciation associated with the acquired assets relative to
such expense as reported by Graham. The Company recorded the acquired
assets at their fair market values in accordance with the purchase method
of accounting. Consistent with the Company's depreciation policies, the
depreciable lives assigned to each of the vessels acquired in the Graham
Acquisition were determined by subtracting from 20 years for crew boats
and 25 years for supply and utility vessels the period from each vessel's
original construction date to its acquisition date.
(9) To amortize deferred debt issuance costs to interest expense over the life
of the bank debt that financed the transaction utilizing the straight-line
method that approximates the effective interest method.
(10) To reflect additional interest expense with respect to the $74.0 million
of indebtedness incurred in connection with the Graham Acquisition,
assuming no principal repayments during the period.
(11) To eliminate interest expense on debt that was not assumed in connection
with the acquisition.
(12) To reflect the income tax effect of Graham income, which was primarily
earned in a partnership, assuming an effective tax rate of 34%.
(13) To reflect the final activity of a wholly owned subsidiary of Offshore
Trawlers, Inc. which discontinued its operations in 1991.
(14) To recognize the amortization of deferred cost relating to non-cancelable
consulting contracts with the former owners of Graham as administrative
salary expense over the terms of the related contracts (3-5 years).
(15) To reflect the operating revenues and expenses of (i) the five vessels
acquired from CNN, (ii) the 10 vessels previously bareboat chartered-out
by the Company to CNN and (iii) the one vessel bareboat chartered-in by
the Company from CNN.
(16) To exclude bareboat charter revenues received from CNN for 10 vessels
under the pre-existing bareboat charter agreements.
<PAGE>
(17) To exclude the Company's share of the net pool results as a result of the
termination of the pooling arrangement with CNN.
(18) To reflect drydocking expenses associated with the 10 vessels previously
bareboat chartered-out by the Company to CNN. As operator, the Company
will assume responsibility for drydocking expenses.
(19) To reflect a decline in operating expenses due to a reduction in crew
wages and benefit costs as a result of savings relating to recrewing 13 of
the Company's vessels previously operated by CNN. The Company estimates
savings of approximately $13,000 per month per vessel ($3,500 per month
each for a master and chief engineer and $3,000 per month for two mates
each per vessel). The estimated savings are reduced by 25% to recognize
that the recrewing will take place over a period of time rather than
immediately. The pro forma adjustment reflects crew costs reductions of
$9,750 per month for vessels which, on an aggregated basis, operated 137
months in 1994 and 117 months in 1995. Such savings are based on crew
wages paid to American crews and crews of other nationalities for similar
vessels operated by the Company as compared with crew wages paid to French
seamen for the above mentioned vessels. To facilitate recrewing, the
vessels were reflagged during 1995.
(20) To reflect management fees payable to FISH pursuant to the management
agreement with FISH.
(21) To reflect increased depreciation expense associated with the five vessels
acquired from CNN.
(22) To adjust income tax expense for the effects of adjustments with respect
to the 1995 CNN Transaction assuming an effective tax rate of 34%.
(23) The effect of pro forma adjustments relating to the contract amendments
with Coastal and Phibro would not be material to total environmental
services revenue in the pro forma Statements of Income. Although the
Company expects the contract amendments with Coastal and Phibro, together
with the addition of two major customers, to have a positive effect on
future operations, the Company has not attempted to pro forma these
effects in the above pro forma Statements of Income.
(24) To reflect the amortization of $4.6 million of goodwill based upon the
straight-line method over a 20-year period which is the estimated period
of benefit.
(25) To reflect the reduction in interest expense due to the retirement of
$31,000,000 of indebtedness outstanding under the DnB Facility with a
portion of the net proceeds from the 1995 Common Stock Offering.
(26) To adjust income tax expense for the effect of the adjustment described
in note (25) assuming an effective tax rate of 34%.
