SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d) of
----- the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997
Transition Report Pursuant to Section 13 or 15(d)
------ of the Securities Exchange Act of 1934
For the transition period _______ to _______
Commission File Number 0-28316
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1252405
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 North American Court
Houma, Louisiana 70363
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 851-3833
610 Palm Street, Houma, Louisiana 70364
(Former address, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
------- -------
As of October 31, 1997 there were 15,683,566 shares outstanding
of the Registrant's Common Stock, par value $.01 per share.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
September 30, December 31,
1997 1996
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents 3,508 1,047
Accounts receivable, net 26,087 17,409
Prepaid expenses and other current assets 837 591
------------- ------------
Total current assets 30,432 19,047
------------- ------------
Property and equipment, at cost:
Land and buildings 2,262 1,565
Marine vessels 225,085 120,403
Construction-in-progress 19,604 7,135
Transportation and other 1,652 853
------------- ------------
248,603 129,956
Less accumulated depreciation and amortization 18,565 10,814
------------- ------------
Net property and equipment 230,038 119,142
------------- ------------
Other assets, net 17,287 5,166
------------- ------------
277,757 143,355
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 8,243 5,162
Accrued expenses 9,264 3,812
------------- ------------
Total current liabilities 17,507 8,974
Long-term debt 114,000 21,000
Deferred income taxes, net 17,497 9,401
------------- ------------
Total liabilities 149,004 39,375
------------- ------------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 40,000,000
shares authorized, issued 15,755,598 and
15,601,960 shares, outstanding 15,683,566
and 15,529,928 shares at September 30, 1997
and December 31, 1996, respectively 158 156
Additional paid-in capital 94,143 93,818
Retained earnings 34,453 10,007
Treasury stock, at par value, 72,032 shares (1) (1)
------------- ------------
Total stockholders' equity 128,753 103,980
------------- ------------
277,757 143,355
============= ============
The accompanying notes are an integral part of these consolidated
financial statements.
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Charter hire 34,094 13,379 83,875 32,854
Other vessel income - 11 4 31
---------- ---------- ---------- ----------
Total revenues 34,094 13,390 83,879 32,885
Operating expenses:
Direct vessel operating expenses 11,168 5,931 28,388 16,314
General and administrative 1,425 839 4,157 2,224
Amortization of marine inspection costs 819 535 2,093 1,432
Other 67 42 204 211
---------- ---------- ---------- ----------
Total operating expenses 13,479 7,347 34,842 20,181
---------- ---------- ---------- ----------
Depreciation and amortization expense 3,319 1,043 7,995 2,861
---------- ---------- ---------- ----------
Operating income 17,296 5,000 41,042 9,843
Interest expense 2,163 50 3,677 1,710
Amortization of deferred financing costs 109 30 144 217
Gain on sale of assets, net (2) - (255) (7)
Other income, net (54) (31) (134) (65)
---------- ---------- ---------- ----------
Income before income taxes and extraordinary
item 15,080 4,951 37,610 7,988
Income tax expense 5,279 1,733 13,164 2,788
Income before extraordinary item 9,801 3,218 24,446 5,200
Extraordinary item, net of taxes - - - (917)
---------- ---------- ---------- ----------
Net income 9,801 3,218 24,446 4,283
Weighted average common shares and
equivalents outstanding 16,946,275 15,039,660 16,888,569 11,171,074
=========== =========== =========== ===========
Earnings per common share and equivalent
outstanding:
Income before extraordinary item 0.58 0.21 1.45 0.46
Extraordinary item - - - (0.08)
---------- ---------- ---------- ----------
Net income 0.58 0.21 1.45 0.38
========== ========== ========== ==========
The accompanying notes are an integral part of these consolidated financial statemnets.
</TABLE>
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------
1997 1996
------------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income 24,446 4,283
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 10,232 4,556
Extraordinary charge - 1,411
Deferred income taxes 8,096 2,294
Interest on subordinated debt - 461
Amortization of senior note discount expense 14 -
Gain on sale of assets, net (255) (7)
Provision for doubtful accounts 90 100
Equity in loss of affiliate 120 -
Changes in operating assets and liabilities:
Accounts receivable (9,204) (3,329)
Prepaid expenses and other current assets (246) (530)
Accounts payable and accrued expenses 8,534 (756)
Other, net (745) (1,124)
------------- -----------
Net cash provided by operating activities 41,082 7,359
------------- -----------
Cash flows from investing activities:
Purchases of property and equipment (119,545) (29,183)
Deferred marine inspection costs (8,889) (1,300)
Proceeds from sales of assets 1,121 27
Investment in unconsolidated affiliate (370) (1,251)
------------- -----------
Net cash used in investing activities (127,683) (31,707)
------------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock, net of
registration expenses 327 48,394
Proceeds from issuance of long-term debt 142,928 16,169
Repayment of long-term and subordinated debt (50,500) (38,929)
Deferred financing costs and other (3,693) (626)
------------- -----------
Net cash provided by financing activities 89,062 25,008
------------- -----------
Net increase in cash 2,461 660
Cash and cash equivalents at beginning of period 1,047 1,117
------------- -----------
Cash and cash equivalents at end of period 3,508 1,777
============= ===========
Supplemental information:
Income taxes paid 2,453 2
============= ===========
Interest paid 2,002 4,445
============= ===========
The accompanying notes are an integral part of these consolidated financial
</TABLE>
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statement Presentation:
The consolidated financial statements for Trico Marine Services, Inc. (the
"Company") included herein are unaudited but reflect, in management's
opinion, all adjustments, consisting only of normal recurring adjustments,
that are necessary for a fair presentation of the nature of the Company's
business. The results of operations for the nine months ended September
30, 1997 are not necessarily indicative of the results that may be expected
for the full fiscal year or any future periods. The financial statements
included herein should be read in conjunction with the financial statements
and notes thereto included in the Company's consolidated financial
statements for the year ended December 31, 1996.
Certain prior period amounts have been reclassified to conform with the
presentation shown in the interim consolidated financial statements. These
reclassifications had no effect on net income, total stockholders' equity or
cash flows.
2. Bank Credit Agreements:
Effective February 7, 1997, the Company increased its agreement with its
bank lenders (the "Bank Credit Facility") to $65,000,000. On July 16, 1997
the Company extended the maturity date of the Bank Credit Facility to July
31, 2003, extended the revolving portion of the Bank Credit Facility to July
31, 1999 and amended certain covenants, including restrictions on additional
indebtedness, which permitted the issuance of $110,000,000 of 8 1/2% Senior
Notes due August 1, 2005.
3. Acquisitions:
In January 1997, the Company entered into agreements with two companies to
acquire seven supply vessels and one utility vessel for $36,200,000. The
first transaction for the acquisition of five of the supply vessels and the
utility vessel was completed on January 31, 1997, with the Company borrowing
$22,000,000 under the Bank Credit Facility to fund a portion of the purchase
price. The second transaction for two supply vessels was completed with the
acquisition of the first vessel on June 25, 1997 and the second vessel on
July 3, 1997. The Company borrowed $8,000,000 under its Bank Credit
Facility to fund a portion of the purchase price of the two vessels.
In June 1997 the Company entered into an agreement to acquire 12 supply
vessels for $69,000,000. Eleven of the vessels were acquired for a total of
$62,000,000 on July 21, 1997. The purchase was funded with a portion of the
proceeds of the Company's $110,000,000 of 8 1/2% Senior Notes issued July 21,
1997. The Company acquired the twelfth vessel on October 29, 1997 with the
Company borrowing $4,500,000 under the Bank Credit Facility to fund a
portion of the purchase.
4. Authorized Shares and Stock Split:
On May 22, 1997, the Company's stockholders approved an amendment to the
Company's Certificate of Incorporation to increase the number of shares of
Common Stock which the Company is authorized to issue from 15 million to 40
million (the"Amendment"). A two-for-one split of the Company's common stock
in the form of a 100% stock dividend that was previously declared by the
Company's Board of Directors subject to approval of the Amendment by the
Company's stockholders, was paid on June 9, 1997. The financial statements
have been restated to reflect all effects of this stock split, including all
share amounts and per share data.
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
5. Senior Notes:
On July 21, 1997 the Company issued $110,000,000 of 8 1/2% Senior Notes due
2005 (the "Notes"). The Notes are unsecured and are guaranteed by the
Company's principal subsidiaries, Trico Marine Assets, Inc. and Trico Marine
Operators, Inc. Interest is payable semi-annually on February 1 and August
1 of each year commencing February 1, 1998. Except in certain
circumstances, the Notes may not be prepaid until August 1, 2001 at which
time they may be redeemed, at the option of the Company, in whole or in
part, at a redemption price equal to 104.25% plus accrued and unpaid
interest, with the redemption price declining ratably on August 1 of each of
the succeeding three years. No sinking fund payments are required on the
Notes until their final maturity.
The Notes contain certain covenants that, among other things, limit the
ability of the Company to incur additional indebtedness, pay dividends or
make other distributions, create certain liens, sell assets, or enter into
certain mergers or acquisitions. The proceeds received from the Notes were
$106,419,000, net of underwriting discounts of $3,581,000. Of the proceeds,
the Company used $62,000,000 to purchase 11 supply boats and $44,419,000 to
repay amounts outstanding under the Bank Credit Facility.
Separate financial statements of Trico Marine Assets, Inc. and Trico Marine
Operators, Inc. (the "Subsidiary Guarantors") are not included in this
report because (a) the Company is a holding company with no assets or
operations other than its investments in its subsidiaries, (b) the
Subsidiary Guarantors constitute all of the Company's direct and indirect
subsidiaries (other than insignificant subsidiaries), (c) the aggregate
assets, liabilities, earnings and equity of the Subsidiary Guarantors are
substantially equivalent to the assets, liabilities, earnings and equity of
the Company on a consolidated basis, (d) the Subsidiary Guarantors have
jointly and severally guaranteed the Company's obligations under the Notes
on a full and unconditional basis (subject to a standard fraudulent
conveyance savings clause) and (e) management has determined that separate
financial statements and disclosures concerning the Subsidiary Guarantors
are not material to investors.
6. New Accounting Standards:
In February 1997, the Financial Accounting Standards Board issued two
Statements of Financial Accounting Standards, Statement No. 128 "Earnings
Per Share" and Statement No. 129 "Disclosure of Information About Capital
Structure," both effective for financial statements issued for periods
ending after December 15, 1997. In June 1997, the Financial Accounting
Standards Board issued two Statements of Financial Accounting Standards,
Statement No. 130 "Reporting Comprehensive Income" and Statement No. 131
"Disclosures about Segments of an Enterprise and Related Information," both
effective for fiscal years beginning after December 15, 1997. Management
believes adoption of these statements will have a financial statement
disclosure impact only and will not have a material effect on the Company's
financial position, operations or cash flows.
7. Subsequent Events:
On October 7, 1997, the Company made an offer to purchase all of the
outstanding shares of Saevik Supply ASA of Norway ("Saevik"). Saevik
provides marine support services to the oil and gas industry operating 17
vessels in the Norwegian and United Kingdom sectors of the North Sea. The
offer was made for 165 Norwegian Kroner per share or approximately $23.35
per share, based on exchange rates in effect on the day of the offer. The
total purchase price is expected to be approximately $290 million for all
shares.
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
7. Subsequent Events, continued:
Saevik's Board of Directors has recommended that shareholders accept the
offer and formal offering documents were sent to Saevik's shareholders on
October 27, 1997. Trico has already received irrevocable and binding
commitments from holders of 19.18% of the shares to sell at the offer price.
Closing of the transaction is expected to occur in December 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This discussion and analysis of financial condition and results of
operations should be read in conjunction with the unaudited consolidated
financial statements and the related disclosures included elsewhere herein.
RESULTS OF OPERATIONS
Revenues for the third quarter and nine months ended September 30, 1997 were
$34.1 million and $83.9 million, respectively, an increase of 154.6% and
155.1% compared to the $13.4 million and $32.9 million in revenues for the
quarter and nine months of 1996. This increase was principally due to the
growth in the Company's supply boat fleet in the Gulf of Mexico ("Gulf") and
the improved average vessel day rates. The table below sets forth by vessel
class, the average day rates and utilization of the Company's vessels and
the average number of vessels owned during the periods indicated.
Three months ended Nine months ended
September 30, September 30,
---------------------- --------------------
1997 1996 1997 1996
--------- -------- --------- -------
Average Day Rates:
Supply $7,590 $5,018 $7,130 $4,302
Lift 6,013 4,954 5,705 4,805
Crew/Line Handling 2,045 1,579 1,937 1,547
Utilization:
Supply 85% 93% 85% 93%
Lift 76% 77% 71% 66%
Crew/Line Handling 98% 96% 97% 95%
Average Number of Vessels:
Supply 47.7 20.0 40.7 18.2
Lift 6.0 6.0 6.0 6.0
Crew/Line Handling 23.0 25.0 24.0 22.8
Supply boat day rates for the third quarter and first nine months of 1997
rose 51.3% to $7,590 and 65.7% to $7,130, respectively, compared to $5,018
and $4,302 for the comparable 1996 periods due to the strong market
conditions in the Gulf. Lift boat day rates averaged $6,013 for the quarter
and $5,705 for the first nine months of 1997, an increase of 21.4% and
18.7%, respectively, compared to $4,954 and $4,805 for the comparable 1996
periods. While the Company's supply boats experienced strong demand and
effectively full utilization levels during the periods, utilization for the
supply boat fleet decreased for the third quarter and nine month period due
to large number of scheduled vessel drydockings in 1997 compared to the
year-ago periods. Utilization for the Company's lift boats was 76% and 71%
for the third quarter and first nine months of 1997, respectively, compared
to 77% and 66% for the year-ago periods. The improvement in day rates for
the lift boats during 1997 is due to improved market conditions in the Gulf
for offshore platform repair and maintenance and well-servicing activities.
Day rates for crew boats and line handling vessels increased 29.5% to $2,045
for the third quarter, from $1,579 for the third quarter of 1996, due to the
increase in day rates for crew boats in the Gulf. Utilization for the crew
boats and line handling vessels increased to 98% for the third quarter of
1997, compared to 96% for the comparable 1996 period due to strong demand
for crew boats in the Gulf and the long term contracts for the line handling
vessels in Brazil.
During the third quarter and first nine months of 1997, direct vessel
operating expenses increased to $11.2 million (32.8% of revenues) and $28.4
million (33.8% of revenues), respectively, compared to $5.9 million (44.3%
of revenues) and $16.3 million (49.6% of revenues) for the third quarter and
first nine months of 1996 due to the expanded vessel fleet and increased
labor, repair and maintenance costs. Direct vessel operating expenses
decreased as a percentage of revenues due to the increase in average vessel
day rates during the third quarter and first nine months of 1997.
Depreciation and amortization expense increased to $3.3 million and $8.0
million for the third quarter and first nine months of 1997, respectively,
up from $1.0 million and $2.9 million for the year-ago periods due to the
expanded vessel fleet. Amortization of marine inspection costs increased to
$819,000 and $2.1 million for the third quarter and nine month period of
1997, respectively, from $535,000 and $1.4 million in the comparable 1996
periods, due to the amortization of increased drydocking and marine
inspection costs associated with the larger fleet of vessels.
General and administrative expenses increased to $1.4 million (4.2% of
revenues) and $4.2 million (5.0% of revenues) in the 1997 third quarter and
nine month period, respectively, from $839,000 (6.3% of revenues) and $2.2
million (6.8% of revenues) for the 1996 periods due to additions of
personnel in connection with the growth in the Company's vessel fleet.
General and administrative expenses, as a percentage of revenues, decreased
in the third quarter and nine month period as the increase in revenues and
additions to the vessel fleet did not require proportionate increases in
administrative expenses.
Interest expense increased to $2.2 million for the third quarter of 1997
from $50,000 for the third quarter of 1996. The increase in interest
expense was due to the issuance by the Company, on July 21, 1997, of $110
million of 8 1/2% Senior Notes due 2005 (the "Notes"), and the repayment of
all borrowings under the Company's Bank Credit Facility in May 1996 with
proceeds from the Company's initial public offering. Proceeds from the
Notes were used to purchase 11 supply boats and to repay outstanding
indebtedness under the Company's Bank Credit Facility.
In the third quarter and first nine months of 1997, the Company had income
tax expenses of $5.3 million and $13.2 million, respectively, compared to
income tax expense of $1.7 million and $2.8 million in the 1996 periods. As
a result of the repayment of all debt outstanding under the Company's Bank
Credit Facility and its subordinated debt in the second quarter of 1996, the
Company recorded an extraordinary charge of $917,000, net of taxes of
$494,000 for the write-off of unamortized debt issuance costs in the first
nine months of 1996.
LIQUIDITY AND CAPITAL RESOURCES
Since its initial public offering in May 1996, the Company's strategy has
been to enhance its position as a leading supplier of marine support
services in the Gulf by pursuing opportunities to acquire vessel fleets or
single vessels and by diversifying into international markets. In this
period, the Company acquired 37 supply boats at an aggregate cost of $171.5
million. Additionally, as part of its strategy, the Company, has upgraded,
or is in the process of upgrading, two supply boats by lengthening them from
180 to 220 feet, and is completing the construction of two vessels for the
Brazilian market.
Funds during the first nine months of 1997 were provided by $142.9 million
in net proceeds from the issuance of the Notes and borrowings under the
Company's Bank Credit Facility, $41.1 million in funds from operating
activities and $1.1 million from the sale of assets. During the period, the
Company repaid $50.5 million of debt and made capital expenditures totaling
$128.4 million.
Capital expenditures for the nine months of 1997 consisted principally of
$98.5 million for the acquisition of 18 supply vessels and one utility
vessel in the Gulf, and $8.9 million of U.S. Coast Guard drydocking costs.
Other capital expenditures totaling $21.0 million consisted primarily of
vessel upgrade or construction projects on four vessels, two of which are
for the Gulf market and two for the Brazilian market. The Stones River was
a 180-foot supply boat that the Company acquired in 1996 and rebuilt and
lengthened to 220 feet and which began a charter contract in March 1997. In
January 1997, the Company also began upgrading one of its acquired vessels,
renamed the Elkhorn River, by lengthening it from 180 to 220 feet and adding
a dynamic positioning system. This vessel will be placed in service in the
fourth quarter of 1997. During the period, the Company continued
construction in Brazil of a 200-foot supply boat, which, once completed,
will commence a two year charter contract with Petrobras in the fourth
quarter of 1997. The Company also continued construction of the SWATH
vessel during the quarter, which is expected to be placed into operation in
the first quarter of 1998 under a five year charter contract with Petrobras.
The Company has received a commitment from the Maritime Administrations
Title XI ship financing program to provide long-term financing for
approximately $9.6 million of the SWATH vessel's cost.
On July 21, 1997 the Company issued $110 million of the Notes. The Notes
are unsecured and are guaranteed by Trico Marine Assets, Inc. and Trico
Marine Operators, Inc., the Company's principal subsidiaries (the
"Subsidiary Guarantors"). Interest is payable semi-annually on February 1
and August 1 of each year commencing February 1, 1998. Except in certain
circumstances, the Notes may not be prepaid until August 1, 2001 at which
time they may be redeemed, at the option of the Company, in whole or in
part, at a redemption price equal to 104.25% plus accrued and unpaid
interest, with the redemption price declining ratably on August 1 of each of
the succeeding three years. The Notes contain certain covenants that, among
other things, limit the ability of the Company to incur additional
indebtedness, pay dividends or make other distributions, create certain
liens, sell assets, or enter into certain mergers or acquisitions.
Net proceeds received from the Notes of $106.4 million were used to acquire
11 supply boats for $62 million and to repay $44.4 million of amounts
outstanding under the Bank Credit Facility. As part of this acquisition,
the Company agreed to acquire an additional supply boat once the seller had
lengthened the vessel from 205 feet to 225 feet. On October 29, 1997 the
vessel lengthening was completed by the seller and the Company acquired the
vessel. The vessel, renamed Kings River, will be placed in service by the
Company in December 1997. The Company borrowed $4.5 million under its Bank
Credit Facility to fund a portion of the vessel's $7 million purchase price.
The Company's Bank Credit Facility provides a revolving commitment of up to
$65.0 million, and as of October 31, 1997, the Company had $8.5 million of
outstanding borrowings under the Bank Credit Facility. In July 1997, the
Bank Credit Facility was amended to, among other things, extend the maturity
of the revolving portion to July 31, 1999 and extend its final maturity to
July 31, 2003. The Bank Credit Facility bears interest at LIBOR plus
a margin that depends on the Company's debt coverage ratio (currently
approximately 7.1% per annum) with a fee of 3/8% per annum on the undrawn
portion, is collateralized by mortgages on certain of the Company's vessels
and requires the Company to maintain certain financial ratios, limits the
ability of the Company to incur additional indebtedness, pay dividends or
make certain distributions, create certain liens, sell assets or enter into
certain mergers or acquisitions. Although the Bank Credit Facility does
impose some limitations on the ability of the Company's subsidiaries to make
distributions to the Company, the Bank Credit Facility expressly permits
distributions to the Company by the Subsidiary Guarantors for scheduled
principal and interest payments on the Notes.
On October 7, 1997, the Company made an offer to purchase all of the
outstanding shares of Saevik Supply ASA of Norway ("Saevik"). Saevik
provides marine support services to the oil and gas industry operating 17
vessels in the Norwegian and United Kingdom sectors of the North Sea. The
offer was made for 165 Norwegian Kroner per share, or approximately $23.35
per share, based on exchange rates in effect on the day of the offer. The
total purchase price is expected to be approximately $290 million for all
shares. Saevik's Board of Directors has recommended that shareholders
accept the offer and formal offering documents were sent to Saevik's
shareholders on October 27, 1997. Trico has already received irrevocable
and binding commitments from holders of 19.18% of the shares to sell at the
offer price. Closing of the transaction is expected to occur in December
1997.
The Company expects to finance the Saevik acquisition with proceeds from an
offering of 4,800,000 shares of common stock (the "Offering"), the private
placement of an additional $100 million of 8 1/2% Senior Notes due 2005 and
advances under the Bank Credit Facility, which will be increased to provide
a $150.0 million revolving line of credit. The Company has also obtained a
commitment from its commercial lender to provide a $200 million term loan in
addition to the Bank Credit Facility that can be used to fund the Saevik
acquisition if the equity offering is not completed prior to completion of
the acquisition.
Excluding the Saevik acquisition, the Company's capital expenditures for the
balance of the year will consist of the remaining expenditures to upgrade
two supply vessels for the Gulf, the Kings River and the Elkhorn River,
completion of the construction of a 200-foot supply vessel for Brazil and
continued construction of the SWATH vessel for Brazil, which is expected to
be placed in service in the first quarter of 1998. Additionally, the Company
has exercised options to acquire two 230-foot supply vessels, which are
currently under construction, from a shipyard on the U.S. Gulf Coast
at the estimated cost of approximately $18.0 million. The first vessel,
which is expected to be completed by June 1998, has been committed to a
three year charter to an oil and gas company active in the Gulf. The second
vessel, expected to be delivered in the first quarter of 1999, is expected
to be committed to the international market.
Saevik is constructing one 270-foot platform supply vessel that is scheduled
for delivery in the first quarter of 1998 and is committed to a three year
charter for a North Sea oil and gas operator. Saevik also recently signed
a contract to build a 275-foot technologically advanced, multiservice anchor
handling/tug/supply vessel with 23,800 horsepower that is scheduled to be
delivered no later than May 1999. Expenditures for these vessels are
expected to total $32.5 million in 1998.
The Company believes that cash generated from operations together with the
proceeds of the Offering, the private placement of an additional $100.0
million of the Notes and borrowings available under the Bank Credit Facility
will be sufficient to fund the Company's currently planned capital projects
and working capital requirements. The Company's strategy, however, is to
make other acquisitions as part of an effort to expand its presence in the
Gulf and selected international markets. To the extent the Company is
successful in identifying such acquisition opportunities, it most likely
will require additional debt or equity financing depending on the size
of such acquisition.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Amended and Restated Certificate of Incorporation of the
Company.[1]
3.2 By Laws of the Company as amended.[1]
11.1 Computation of Earnings Per Share.
27.1 Financial Date Schedule.
(b) Reports on Form 8-K:
Report on Form 8-K dated July 21, 1997 reporting "Item 2 and 5 -
Acquisition or Disposition of Assets; Other Events and Item 7 -
Financial Statements and Exhibits".
**FOOTNOTES**
[1]:Incorporated by reference to the Company's Form 8-K dated July 21, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRICO MARINE SERVICES, INC.
(Registrant)
Date: November 6, 1997 /s/ KENNETH W. BOURGEOIS
Kenneth W. Bourgeois
Chief Accounting Office and duly
authorized officer
TRICO MARINE SERVICES, INC.
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Net income before extraordinary item 9,801 3,218 24,446 5,200
Extraordinary item, net of taxes - - - (917)
---------- ---------- ---------- ---------
Net income 9,801 3,218 24,446 4,283
========== ========== ========== =========
Computation of weighted average
number of shares outstanding:
Issued : 15,755,598
Weighted average shares outstanding 15,646,534 13,622,878 15,583,348 9,890,224
Add: Incremental shares applicable
to stock options based on the
Treasury Stock method using
average market price 1,299,741 1,416,782 1,305,221 1,280,850
----------- ----------- ----------- -----------
Weighted average common shares
and equivalents outstanding 16,946,275 15,039,660 16,888,569 11,171,074
========== ========== ========== ===========
Earnings per common share and
equivalent outstanding:
Income before extraordinary 0.58 0.21 1.45 0.46
Extraordinary item - - - (0.08)
---------- ---------- ---------- ----------
Net income 0.58 0.21 1.45 0.38
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information from consolidated financial
statements for the period ending September 30, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,508
<SECURITIES> 0
<RECEIVABLES> 26,787
<ALLOWANCES> 700
<INVENTORY> 0
<CURRENT-ASSETS> 30,432
<PP&E> 248,603
<DEPRECIATION> 18,565
<TOTAL-ASSETS> 277,757
<CURRENT-LIABILITIES> 17,507
<BONDS> 114,000
0
0
<COMMON> 158
<OTHER-SE> 128,595
<TOTAL-LIABILITY-AND-EQUITY> 277,757
<SALES> 83,875
<TOTAL-REVENUES> 83,879
<CGS> 42,837
<TOTAL-COSTS> 42,837
<OTHER-EXPENSES> 144
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,677
<INCOME-PRETAX> 37,610
<INCOME-TAX> 13,164
<INCOME-CONTINUING> 24,446
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,446
<EPS-PRIMARY> 1.45
<EPS-DILUTED> 1.45
</TABLE>
