SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
8-K/A
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 2, 1997
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28316 72-1252405
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
250 North American Court, Houma, Louisiana 70363
(Address of principal executive offices) (Zip Code)
(504) 851-3833
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits.
(a) The Registrant hereby amends the pro forma financial information
previously included in its current report on Form 8-K which this current report
on Form 8-K/A amends. Such information is replaced in its entirety with the
following:
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial statements as of
September 30, 1997 and for the nine month period ended September 30, 1997 and
for the year ended December 31, 1996 illustrate the effect of the acquisition
of Saevik Supply ASA (Saevik Supply), including its acquisition of the Viking
Vessels by Saevik Supply and the related financing transactions, as described
in Note 1 to the unaudited pro forma financial statements. The unaudited pro
forma consolidated balance sheet as of September 30, 1997 has been prepared
assuming that such transactions were consummated as of September 30, 1997. The
unaudited pro forma consolidated statements of operations for the nine month
period ended September 30, 1997 and the year ended December 31, 1996 have been
prepared assuming that such transactions were consummated as of January 1,
1996.
The historical results of operations for the Company have been derived
from the Company's consolidated financial statements. The historical results
of Saevik Supply have been derived from Saevik Supply's consolidated financial
statements as adjusted for generally accepted accounting principles in the
United States ("US GAAP") and have been translated into U.S. dollars in
accordance with U.S. GAAP. The historical statements of assets acquired and
liabilities assumed and revenues less direct operating expenses of the Viking
Vessels (defined below) have been derived from a carve out of the financial
information from Viking Supply Ships AS, a Norwegian shipping concern, that
relates to the fleet of twelve vessels acquired by Saevik Supply from Viking
Supply Ships AS (the "Viking Vessels") on January 15, 1997 as adjusted for
US GAAP and have been translated into U.S. dollars in accordance with US GAAP.
The unaudited pro forma financial statements and the notes thereto should be
read in conjunction with the historical consolidated financial statements of
the Company and Saevik Supply and the statements of assets acquired and
liabilities assumed and revenues less direct operating expenses for Viking
Vessels included herein.
The pro forma adjustments and the resulting unaudited pro forma financial
statements are based upon available information and certain assumptions and
estimates as described in the Notes to the Unaudited Pro Forma Financial
Statements. A final determination of the required purchase accounting
adjustments, including the allocation of the purchase price to the assets
acquired and liabilities assumed based on their respective fair values, has
not yet been made. Accordingly, the purchase accounting adjustments reflected
in the pro forma information are preliminary and have been made solely for
the purposes of developing such information.
TRICO MARINE SERVICES, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
as of September 30, 1997
(in thousands except share and per share amounts)
<TABLE>
<CAPTION>
Saevik
Trico Supply Pro Forma
ASSETS Historical Historical Adjustments Total
------ ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 3,508 $ 18,935 $ 98,700 (B) $ 22,443
68,575 (B1)
123,028 (C)
1,897 (D)
(292,200)(E)
Accounts receivable, net 26,087 16,605 42,692
Prepaid expenses and other current 837 -- 837
--------- --------- ----------
Total current assets 30,432 35,540 65,972
--------- --------- ----------
Property and equipment, net 230,038 187,082 72,919 (E) 490,039
Goodwill and other intangibles -- -- 119,242 (E) 119,242
Other assets 17,287 1,694 1,300 (B) 21,706
1,425 (B1)
--------- --------- ----------
Total assets $ 277,757 $ 224,316 $ 696,959
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 17,507 $ 7,341 $ 24,848
--------- --------- ----------
Total current liabilities 17,507 7,341 24,848
--------- --------- ----------
Long-term debt 114,000 104,549 100,000 (B) 390,446
70,000 (B1)
1,897 (D)
Deferred income taxes 17,497 11,759 29,256
Other liabilities -- 628 628
--------- --------- ----------
Total liabilities 149,004 124,277 445,178
Stockholders' equity:
Common stock 158 19,090 46 (C) 204
(19,090)(E)
Additional paid-in capital 94,143 43,315 122,982 (C) 217,125
(43,315)(E)
Retained earnings 34,453 43,829 (43,829)(E) 34,453
Treasury Stock (1) -- (1)
Translation adjustment -- (6,195) 6,195 (E)
--------- --------- -----------
Total stockholders' equity 128,753 100,039 251,781
--------- --------- -----------
Total liabilities and stockholders'
equity $ 277,757 $ 224,316 $ 696,959
========= ========= ===========
The accompanying notes are an integral part of the pro forma financial statements
</TABLE>
TRICO MARINE SERVICES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
for the period ending September 30, 1997
(in thousands except share and per share amounts)
<TABLE>
<CAPTION>
Saevik
Trico Supply Pro Forma
Historical Historical Adjustments Total
------------ ------------ ------------- -----------
<S> <C> <C> <C> <C>
Revenues $ 83,879 $ 61,156 $ 2,780 (A) $ 147,815
------------ ------------ ------------- -----------
Operating expenses 34,842 18,605 949 (A) 54,396
Depreciation and amortization expense 7,995 7,185 305 (A) 19,981
2,236 (F)
2,260 (G)
------------ ------------ -----------
Operating income 41,042 35,366 73,438
------------ ------------ -----------
Other (income) expenses:
Interest expense 3,677 5,118 11,172 (H) 19,967
Other (income) expense (245) (964) (1,209)
------------ ------------ ------------- -----------
Total other (income) expense 3,432 4,154 18,758
Income before income tax expense 37,610 31,212 54,680
Income before tax expense 13,164 8,089 (3,961)(J) 17,292
------------ ------------ ------------- -----------
Net income $ 24,446 $ 23,123 $ 37,388
============ ============ ============= ===========
Weighted average common shares and
equivalents outstanding 16,888,569 4,600,000 (L) 21,488,569
============ ============= ===========
Primary and fully diluted earnings
per share:
Net income per share $ 1.45 $ 1.74
============ ===========
The accompanying notes are an integral part of the pro forma financial statements.
</TABLE>
TRICO MARINE SERVICES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
for the period ending December 31, 1996
(in thousands except share and per share amounts)
<TABLE>
<CAPTION>
Saevik Viking
Trico Supply Vessels Pro Forma
Historical Historical Historical Adjustments Total
------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 53,484 $ 8,669 $ 41,007 $ 103,160
------------ ------------ ------------ ----------- ------------
Operating expenses 29,894 3,760 20,347 1,232 (I) 55,233
Depreciation and amortization expense 4,478 1,527 7,545 2,981 (F) 20,459
3,928 (G)
------------ ------------ ------------ ------------
Operating income 19,112 3,382 13,115 27,468
------------ ------------ ------------ ------------
Other (income) expenses:
Interest expense 2,282 1,985 -- 14,895 (H) 19,162
Other (income) expense 125 (283) -- (158)
------------ ------------ ------------ ----------- ------------
Total other (income) expense 2,407 1,702 -- 19,004
Income before income tax expense and
minority interest 16,705 1,680 13,115 8,464
Income tax expense 5,814 901 -- (6,881)(J) 3,506
3,672 (K)
------------ ------------ ------------ ----------- ------------
Income before minority interest 10,891 779 13,115 4,958
Minority interest -- 108 -- 108
------------ ------------ ------------ ------------
Net income $ 10,891 $ 887 $ 13,115 $ 5,066
============ ============ ============ ============
Weighted average common shares and
equivalents outstanding 12,380,902 4,600,000 (L) 16,980,902
============ ============
Primary and fully diluted earnings
per share:
Net income per share $ 0.88 $ 0,30
============ ============
The accompanying notes are an integral part of the pro forma financial statements.
</TABLE>
TRICO MARINE SERVICES, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
1. Background:
On December 1, 1997, the Company acquired approximately 99% of the
outstanding shares of Saevik Supply ASA, a publicly traded Norwegian company
("Saevik Supply"). Saevik Supply provides marine support and transportation
services to companies engaged in offshore exploration and production of oil
and gas in the North Sea.
On October 7, 1997, the Company presented an offer to the board of
directors of Saevik Supply to purchase all of the outstanding shares of
Saevik Supply for approximately $290.0 million (the "Acquisition"). Saevik
Supply's founder and chief executive officer, Per Saevik, and another
shareholder represented on Saevik Supply's board of directors, owning in the
aggregate approximately 19% of the outstanding shares of Saevik Supply,
irrevocably agreed to tender their shares and accept the Company's offer.
The Acquisition was recommended by Saevik Supply's board of directors to its
shareholders, and the Company commenced a public bid on October 27, 1997 under
the rules of Oslo Stock Exchange to purchase all of Saevik Supply's outstanding
shares. The public bid expired on November 25, 1997. Approximately 99% of the
Saevik shares were acquired by the Company on December 1, 1997.
On January 15, 1997, Saevik Supply completed the purchase of twelve
vessels and an associated management company from Viking Supply Ships AS. These
vessels represented only a portion of the Viking Supply Ships AS fleet at that
time.
The Company funded the Acquisition with the proceeds from the Company's
recent offering of $100 million 8 1/2% Senior Notes due 2005, Series C,
(Series C Offering) and advances under the Company's $350.0 million revolving
credit and term loan facility (the "Credit Facility"). The Company utilized
the proceeds of its recent public offering of 4.6 million shares of Common
Stock (the Common Stock Offering) and utilized the proceeds from the Company's
recent offering of $70 million 8 1/2% Senior Notes due 2005, Series E (the
"Series E Offering").
Offering to pay down the Credit Facitliy.
2. Basis of Presentation:
The accompanying unaudited pro forma balance sheet has been prepared
assuming that 100% of the outstanding shares of Saevik Supply are tendered and
the Acquisition (including the acquisition of the Viking Vessels by Saevik
Supply) and the related financing transactions were consummated as of
September 30, 1997. The accompanying unaudited pro forma statements of
operations for the nine month period ended September 30, 1997 and the year
ended December 31, 1996 have been prepared assuming that such transactions were
consummated as of January 1, 1996.
Net earnings per share have been computed based on the weighted average
number of common shares and commmon share equivalents outstanding on a pro
forma basis during the nine month period ended September 30, 1997 and the
year ended December 31, 1996. The number of shares used in the calculation of
the pro forma per share data for the nine month period ended September 30, 1997
and the year December 31, 1996 is based on the weighted average number of shares
outstanding during the period assuming that the Common Stock Offering was
consummated as of January 1, 1996.
3. Management Assumptions:
The unaudited pro forma financial statements reflect the following pro
forma adjustments related to the Acquistion and the related financing
transactions:
(A) Actual operating results for the Saevik Supply predecessor entity, the
Viking Vessels, are included in the Saevik Supply statement of operations for
nine month period ended September 30, 1997 beginning January 15, 1997, the date
of the acquisition of the Viking Vessels for the two week period ended January
14, 1997 has been made based on the actual operating results of the Viking
Vessels for the period January 15, 1997 through March 31, 1997.
(B) Receipt of net proceeds of $98.7 million from the Series C Offering,
net of transaction costs.
(B1) Receipt of net proceeds of $68.6 million from the Series E Offering,
net of transaction costs.
(C) Receipt of aggregate proceeds of $123.0 million from the Common Stock
Offering less registration expenses of $5.8 million utilizing an offering price
of $28.00 per share.
(D) Receipt of aggregate proceeds of $1.9 million from the additional
borrowings under the Company's Credit Facility.
(E) Acquisition of Saevik Supply for aggregate consideration of $289.0
million plus $3.2 million in transaction expenses. Based on preliminary
determination of the fair values of assets and liabilities acquired,
approximately $260.0 million of the total purchase cost has been allocated to
property and equipment, representing a $72.9 million step up from historical
cost. Additional adjustments to reflect the acquisition include elimination of
the historical capital accounts of Saevik Supply and recording of $119.2 million
of goodwill.
(F) Increase in depreciation and amortization due to amortization of
goodwill with an estimated life of 40 years.
(G) Increase in depreciation and amortization based on preliminary estimated
appraised value of property and equipment acquired and application of the
Company's depreciation policies to such assets. The pro forma adjustment to
depreciation expense was based upon an average remaining useful life of 20 years
for the Saevik Supply assets.
(H) Increase in interest expense is due to the Series E Offering, the
Series C Offering, $1.9 million of advances under the Credit Facility with an
average rate of 7 1/2% and the associated amortization of deferred debt
issuance costs. The pro forma adjustment to interest expense relating to
these financing transactions is composed of the following:
<TABLE>
<CAPTION>
(In Thousands)
--------------------------------------
Nine Months Ended Year Ended
September 30, 1997 December 31, 1996
------------------ -----------------
<S> <C> <C>
Interest on 8 1/2 Senior Notes due 2005 $10,838 $14,450
Interest on advances under the Credity Facility 106 142
Amortization of deferred debt issuance costs 228 303
------- -------
$11,172 $14,895
======= =======
</TABLE>
(I) The Viking Vessels statment of revenue less direct operation expenses
included in the unaudited pro forma statements for the year ended December 31,
1996 are not intended to be a complete presentation of the results of operations
for the Viking Vessels. The statement includes the historic results of the
vessels acquired by Saevik Supply from Viking Supply Ships AS, a Norwegian
shipping concern, on January 15, 1997. Historical audited financial statements
were never prepared separately for the individual vessels or the fleet of the
Viking Vessels as they represented only a portion of the overall Viking Supply
Ships AS fleet at the time of their acquisition by Saevik. Separate financial
information of the Viking Vessels such as a portion of selling, general and
administrative expense were not prepared historically and are not available on a
vessel by vessel basis or for the fleet of Viking Vessels. Accordingly, an
estimate of selling general and administrative expenses has been made for
purposes of preparing the unaudited pro forma financial information for the
year ended December 31, 1996. The estimate is based on Saevik Supply's actual
selling, general and administrative expenses attributable to the Viking Vessels
during the nine month period ended September 30, 1997, annualized.
(J) Income tax effects of the pro forma adjustments included herein, based
on a Norwegian income tax rate of 28%, entirely deferred under the Norwegian
Shipping Tax Act.
(K) Income tax effect of Viking Vessels revenues less direct operating
expenses for the year ended December 31, 1996, based on a Norwegian income tax
rate of 28%, entirely deferred under the Norwegian Shipping Tax Act.
(L) Increase in weighted average common shares and common stock equivalents
outstanding due to issuance of 4,600,000 shares of Common Stock in connection
with the Common Stock Offering.
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.
TRICO MARINE SERVICES, INC.
By: /s/ Victor M. Perez
Victor M. Perez
Vice President, Chief Financial
Officer and Treasurer
Dated: December 31, 1997
