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 March 31, 2000
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, LA 70363
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (504) 851-3833
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 May 10, 2000, there were 28,390,416 shares outstanding of the
Registrant's Common Stock, par value $.01 per share.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
March 31, December 31,
2000 1999
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,688 $ 5,898
Restricted cash 336 566
Accounts receivable, net 21,052 24,141
Prepaid expenses and other current assets 5,435 4,740
----------- -------------
Total current assets 32,511 35,345
----------- -------------
Property and equipment, at cost:
Land and buildings 3,732 3,727
Marine vessels 608,159 619,544
Construction-in-progress 2,035 3,250
Transportation and other 3,938 3,960
----------- -------------
617,864 630,481
Less accumulated depreciation and amortization 83,884 77,093
----------- -------------
Net property and equipment 533,980 553,388
----------- -------------
"Goodwill, net" 95,995 101,762
Other assets 36,754 40,084
----------- -------------
$ 699,240 $ 730,579
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 7,361 $ 7,618
Accounts payable 8,529 9,467
Accrued expenses 7,044 7,935
Accrued interest 4,859 11,746
Income taxes payable 57 57
----------- -------------
Total current liabilities 27,850 36,823
----------- -------------
Long-term debt 400,424 393,510
Deferred income taxes, net 22,160 27,279
Other non-current liabilities 2,740 2,859
----------- -------------
Total liabilities 453,174 460,471
----------- -------------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, authorized 40,000,000 shares,
issued 28,462,448 shares, outstanding 28,390,416 shares 285 285
Additional paid-in capital 265,031 265,031
Retained earnings 28,116 37,176
Accumulated other comprehensive loss (47,365) (32,383)
Treasury stock, at par value, 72,032 shares (1) (1)
----------- -------------
Total stockholders' equity 246,066 270,108
----------- -------------
$ 699,240 $ 730,579
=========== =============
The accompanying notes are an integral part of these consolidated financial statements.
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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
----------------------------
2000 1999
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<S> <C> <C>
Revenues:
Charter hire $ 26,356 $ 28,286
Other vessel income 25 32
------------ ------------
Total revenues 26,381 28,318
------------ ------------
Operating expenses:
Direct vessel operating expenses and other 15,813 17,338
General and administrative 2,544 2,534
Amortization of marine inspection costs 3,889 3,252
------------ ------------
Total operating expenses 22,246 23,124
------------ ------------
Depreciation and amortization expense 8,548 8,004
------------ ------------
Operating loss (4,413) (2,810)
Interest expense 8,344 7,791
Amortization of deferred financing costs 349 478
Other income, net (180) (58)
------------ ------------
Loss before income taxes (12,926) (11,021)
Income tax benefit (3,865) (3,678)
------------ ------------
Net loss $ (9,061) $ (7,343)
============ ============
Basic earnings per common share:
Net loss $ (0.32) $ (0.36)
============ ============
Average common shares outstanding 28,390,416 20,378,416
============ ============
Diluted earnings per common share:
Net loss $ (0.32) $ (0.36)
============ ============
Average common shares outstanding 28,390,416 20,378,416
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
------------------------
2000 1999
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<S> <C> <C>
Net loss $ (9,061) $ (7,343)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 12,843 11,732
Deferred income taxes (3,865) (3,634)
Changes in operating assets and liabilities:
Restricted cash 228 173
Accounts receivable 2,679 4,296
Prepaid expenses and other current assets (1,298) (1,800)
Accounts payable and accrued expenses (8,499) (8,631)
Other, net 285 (624)
---------- -----------
Net cash used in operating activities (6,688) (5,831)
---------- -----------
Cash flows from investing activities:
Purchases of property and equipment (1,979) (4,897)
Deferred marine inspection costs (1,146) (4,380)
Other (43) (424)
---------- -----------
Net cash used in investing activities (3,168) (9,701)
---------- -----------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 12,000 21,000
Repayment of long-term debt (2,175) (10,174)
Deferred financing costs and other (11) (224)
---------- -----------
Net cash provided by financing activities 9,814 10,602
---------- -----------
Effect of exchange rate changes on cash and cash equivalents (168) (87)
---------- -----------
Net decrease in cash and cash equivalents (210) (5,017)
Cash and cash equivalents at beginning of period 5,898 8,737
---------- -----------
Cash and cash equivalents at end of period $ 5,688 $ 3,720
========== ===========
Supplemental information:
Income taxes paid $ - $ 6
========== ===========
Interest paid $ 15,241 $ 13,883
========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
-------------------------
2000 1999
---------- -----------
<S> <C> <C>
Net loss $ (9,061) $ (7,343)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments (14,982) (3,035)
---------- -----------
Comprehensive loss $ (24,043) $ (10,378)
========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</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 three months ended March 31,
2000 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, 1999.
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. EARNINGS PER SHARE:
For the three-month periods ending March 31, 2000 and 1999, options to
purchase 1,808,980 and 1,832,480 common shares, respectively, at prices
ranging from $0.91 to $23.13 have been excluded from the computation of
diluted earnings per share because inclusion of these shares would have
been antidilutive.
3. SEPARATE FINANCIAL STATEMENTS FOR SUBSIDIARY GUARANTORS:
During 1997, the Company issued $280,000,000 of 8 1/2 % senior notes due
2005 in three different series. In November 1998, the Company completed an
exchange offer of all the existing series of senior notes for one series of
senior notes (the "Senior Notes"). The terms and conditions of the Senior
Notes are identical to the predecessor senior notes.
Pursuant to the terms of the indenture governing the Senior Notes, the
Senior Notes must be guaranteed by each of the Company's "significant
subsidiaries" (the "Subsidiary Guarantors"), whether such subsidiary was a
"significant subsidiary" at the time of the issuance of the Senior Notes or
becomes a "significant subsidiary" thereafter. Separate financial
statements of 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 are wholly-owned subsidiaries of the Company, comprise all of
the Company's direct and indirect subsidiaries (other than inconsequential
subsidiaries) and, on a consolidated basis, represent substantially all of
the assets, liabilities, earnings and equity of the Company, (c) each of
the Subsidiary Guarantors must fully and unconditionally guarantee the
Company's obligations under the Senior Notes on a joint and several basis
(subject to a standard fraudulent conveyance savings clause) and (d)
management has determined that separate financial statements and
disclosures concerning the Subsidiary Guarantors are not material to
investors.
4. INCOME TAXES:
The Company's effective income tax rates for the three-month periods ended
March 31, 2000 and March 31, 1999 were 30% and 33%, respectively. The
variance from the Company's statutory rate is primarily due to income
contributed by our wholly-owned Norwegian subsidiary, Trico Supply ASA,
which is deferred at the Norwegian statutory rate of 28%, due to the
Company's intent to permanently reinvest the unremitted earnings and
postpone their repatriation indefinitely.
5. NEW ACCOUNTING STANDARDS:
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards, No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133
establishes accounting and reporting standards for derivative instruments
and is, as amended, effective for all fiscal years beginning after June 15,
2000. The Company is currently evaluating the impact SFAS No. 133 will
have on its financial statements, if any.
6. SEGMENT AND GEOGRAPHIC INFORMATION (IN THOUSANDS):
The Company is a provider of marine support services to the oil and gas
industry. Substantially all revenues result from the charter of vessels
owned by the Company. The Company's three reportable segments are based on
geographic area, consistent with the Company's management structure. The
accounting policies of the segments are the same, except for purposes of
income taxes and intercompany transactions and balances. The North Sea
segment provides for a flat tax rate of 28%, which is the Norwegian
statutory tax rate. Additionally, segment data includes intersegment
revenues, receivables and payables, and investments in consolidated
subsidiaries. The Company evaluates performance based on net income
(loss). The U.S. segment represents the Company's domestic operations.
The North Sea segment includes Norway and the United Kingdom, and the Other
segment primarily represents the Company's Brazilian operations. Segment
data as of and for the three-months ended March 31, 2000 and 1999 are as
follows:
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March 31, 2000 U.S. NORTH SEA OTHER TOTALS
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Revenues from external customers $ 13,979 $ 10,343 $ 2,077 $ 26,399
Intersegment revenues 36 -- -- 36
Segment net income (loss) (7,077) (1,468) (516) (9,061)
Segment total assets 587,215 368,544 40,707 996,466
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March 31, 1999 U.S. NORTH SEA OTHER TOTALS
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Revenues from external customers $ 11,500 $ 14,696 $ 2,090 $ 28,286
Intersegment revenues 216 --- --- 216
Segment net income (loss) (9,065) 2,282 (560) (7,343)
Segment total assets 601,986 402,926 42,593 1,047,505
</TABLE>
A reconciliation of segment data to consolidated data as of March 31, 2000
and 1999 is as follows:
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2000 1999
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Revenues
Total revenues from external customers and intersegment
revenues for reportable segments...................... $ 26,435 $ 28,502
Elimination of intersegment revenues.................... (36) (216)
----------- ----------
Total consolidated revenues...... $ 26,399 $ 28,286
=========== ==========
Assets
Total assets for reportable segments.................... $ 996,466 $ 1,047,505
Elimination of intersegment receivables................. (2,492) (1,147)
Elimination of investment in subsidiaries............... (294,734) (290,973)
----------- ----------
Total consolidated assets....... $ 699,240 $ 755,385
=========== ==========
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7. SALE OF LIFTBOATS:
On April 10, 2000 the Company entered into a definitive agreement whereby
Superior Energy Services, Inc. agreed to acquire the Company's six
liftboats for $14,000,000 in cash. The sale of four of the liftboats was
closed on May 10, 2000 and the sale of the remaining two liftboats is
expected to close before June 1, 2000. The Company will recognize a gain
of approximately $2,600,000, after taxes, on the sale of the liftboats.
All proceeds from the sale will be used to reduce outstanding debt under
the Company's bank credit facility.
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 first quarter ended March 31, 2000 were $26.4 million, a
decrease of 6.8% compared to the $28.3 million in revenues for the first
quarter of 1999. Low oil prices experienced in 1998 and early 1999
resulted in a decrease in offshore industry activity, which resulted in
decreases in average day rates and utilization for our vessels.
Additionally, the entry of newly-built vessels into markets where we
operate contributed to an increased competitive environment, which also
depressed day rates and utilization rates. The table below sets forth by
vessel class, the average day rates and utilization for our vessels and the
average number of vessels owned during the periods indicated.
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
---- ----
Average Day Rates:
Supply $ 3,347 $ 3,662
Supply /Anchor Handling (N. Sea) 8,650 11,451
Lift 3,963 4,580
Crew/line handling 2,285 1,898
Utilization:
Supply 70% 56%
Supply /Anchor Handling (N. Sea) 73% 87%
Lift 44% 47%
Crew/line handling 76% 81%
Average no. of Vessels:
Supply 53.0 52.0
Supply /Anchor Handling (N. Sea) 18.0 17.0
Lift 6.0 6.0
Crew/line handling 22.0 22.0
Supply boat day rates in the Gulf for the first quarter of 2000 decreased
8.6% to $3,347, compared to $3,662 for the first quarter of 1999. The
utilization rate for the Gulf supply boats increased to 70% for the first
quarter of 2000, compared to 56% for the year-ago period due to improved
market conditions in the Gulf and reduced vessel downtime for drydocking
and refurbishment. The utilization rate for both periods includes the
impact of the de-activation, or stacking, of 10 supply boats in the Gulf.
Day rates for the our North Sea vessels averaged $8,650 for the first
quarter of 2000 compared to $11,451 for the first quarter of 1999. Day
rates in the North Sea decreased in the 2000 first quarter due to decreased
demand in the North Sea compared to the year-ago period. Utilization was
73% for the first quarter of 2000, compared to 87% for the first quarter of
1999. As a result of low market day rates and utilization, we elected to
de-activate two of our North Sea PSV's in the third quarter of 1999. A
third PSV was de-activated in the fourth quarter of 1999. North Sea
utilization in the first quarter of 2000 was adversely affected by vessel
downtime for the drydocking of three vessels. Additionally, during the
first quarter of 2000 we mobilized two North Sea vessels to other
international areas in response to new contract awards. Late in the first
quarter of 2000, we began to experience increases in utilization and day
rates for our vessels in the North Sea.
Lift boat day rates averaged $3,963 for the quarter, a decrease of 13.5%
compared to $4,580 for the comparable 1999 period. Utilization for our
lift boats decreased to 44%, compared to 47% for the year-ago period.
Day rates for crew boats and line handling vessels increased to $2,285 for
the first quarter, from $1,898 for the first quarter of 1999. Day rates
improved for both our Gulf crew boats and our line handling vessels
operating in Brazil. Utilization for the crew boats and line handling
vessels decreased to 76% for the first quarter of 2000, compared to 81% for
the comparable 1999 period. Three of our line handling vessels in Brazil
were drydocked during the quarter prior to commencement of new two-year
charters.
During the first quarter of 2000, direct vessel operating expenses
decreased to $15.8 million (59.9% of revenues) compared to $17.3 million
(61.2% of revenues) for the first quarter of 1999. This decrease was due to
cost reduction measures we implemented and the de-activation of three PSV's
in the North Sea. The decrease in direct vessel operating expenses was
partially offset by additional expenses associated with three new vessels
that were placed into service in the first half of 1999.
Depreciation and amortization expense increased to $8.5 million for the
first quarter 2000, up from $8.0 million for the year-ago period as a
result of our expanded vessel fleet. Amortization of marine inspection
costs increased to $3.9 million for the quarter ended March 31, 2000, from
$3.3 million in the comparable 1999 period, due to the increased drydocking
and marine inspection costs which we incurred in 1997, 1998 and early 1999,
due to our Gulf supply boat upgrade and refurbishment program.
Our general and administrative expenses were unchanged at $2.5 million in
the first quarter of 2000. However, general and administrative expenses
increased to 9.6% of revenue in the first quarter of 2000, compared to 8.9%
of revenue in the first quarter of 1999, due to the decrease in average day
rates for our Gulf supply boats and our North Sea vessels.
Interest expense increased to $8.3 million for the first quarter of 2000
from $7.8 million for the first quarter of 1999 due to higher average
interest rates.
In the first quarter of 2000, we had an income tax benefit of $3.9 million
compared to an income tax benefit of $3.7 million in the 1999 period. Our
effective income tax rate for the three-month period ended March 31, 2000
was 30%. The variance from our statutory rate is due to income contributed
by our Norwegian operations, which is deferred at the Norwegian statutory
rate of 28%, due to our intent to permanently reinvest the unremitted
earnings and postpone their repatriation indefinitely.
LIQUIDITY AND CAPITAL RESOURCES
Our ongoing capital requirements arise primarily from our need to service
debt, fund working capital, acquire, maintain or improve equipment and make
other investments. Over the past several years we have also enhanced our
position as a leading supplier of marine support services by acquiring
vessel fleets and by diversifying into international markets.
Historically, internally generated funds and equity and debt financing had
provided funding for these activities. However, due to the reduction in
industry activity and the resulting decreases in day rates and utilization
rates, we experienced a net loss during 1999 and the first quarter of 2000.
As a result, our capital requirements have been primarily funded through
the issuance of additional equity and the incurrence of debt.
During 1999, we completed vessel construction and upgrade projects that we
committed to prior to the downturn in industry activity. Additionally,
during the second quarter of 1999 we completed our vessel improvement
program that consisted of the extensive upgrade and refurbishment of a
significant portion of our Gulf supply boat fleet. While this refurbishment
program resulted in significant vessel downtime in 1998 and in the first
half of 1999, we believe that it extended the service lives of many of our
vessels and will significantly reduce required capital expenditures in 2000
and beyond. Capital expenditures for the first quarter of 2000 consisted
of $2.0 million for vessel improvements, and $1.1 million of U.S. Coast
Guard drydocking costs.
Funds during the first three months of 2000 were provided by $12.0 million
in borrowings under our bank credit facilities. During the period, we used
$6.7 million in funds for operating activities, repaid $2.2 million of debt
and made capital expenditures totaling $3.1 million, which included $1.1
million of deferred marine inspection costs. Other capital expenditures
during the period consisted of vessel improvements.
We have outstanding $280.0 million in aggregate principal amount of 8
1/2 % Senior Notes due 2005. The senior notes are unsecured and are
required to be guaranteed by all of our significant subsidiaries. Except
in certain circumstances, the senior notes may not be prepaid until August
1, 2001, at which time they may be redeemed, at our option, 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 indenture governing the senior notes
contains certain covenants that, among other things, limit our ability to
incur additional debt, pay dividends or make other distributions, create
certain liens, sell assets, or enter into certain mergers or acquisitions.
As a result of our 1999 and first quarter 2000 operating results, we can
now only incur additional debt of approximately $37.6 million beyond that
presently outstanding.
We maintain a $52.5 million bank credit facility that provides a revolving
line of credit that can be used for acquisitions and general corporate
purposes. The bank credit facility is collateralized by a mortgage on
substantially all of our vessels other than those located in the North Sea
and Brazil. Amounts borrowed under the bank credit facility mature on July
19, 2002 and bear interest at a Eurocurrency rate plus a margin that
depends on our leverage ratio. As of May 11, 2000, we had approximately
$36.3 million of debt outstanding under the bank credit facility and the
weighted average interest rate for the bank credit facility was 9.72%. The
bank credit facility requires us to maintain certain financial ratios and
limits our ability to incur additional indebtedness, make capital
expenditures, pay dividends or make certain other distributions, create
certain liens, sell assets or enter into certain mergers or acquisitions.
Due to our 1999 operating results, the financial covenants contained in the
bank credit facility have been amended twice within the past year.
Although the bank credit facility does impose some limitations on the
ability of our subsidiaries to make distributions to us, it expressly
permits distributions to us by our significant subsidiaries for scheduled
principal and interest payments on the senior notes.
We maintain a Norwegian revolving credit facility in the amount of NOK 550
million ($65.2 million). The commitment amount for this Norwegian bank
facility reduces by NOK 50 million ($5.9 million) every six months, with
the balance of the commitment to expire in June 2003. As of May 11, 2000,
we had approximately NOK 475 million ($56.3 million) of debt outstanding
under the facility. The weighted average interest rate for the Norwegian
bank facility was 6.45% as of March 31, 2000. In April 2000, we executed a
new loan agreement for an additional Norwegian bank facility in the amount
of NOK 125 million ($14.8 million). The commitment amount for this
additional facility reduces by NOK 12.5 million ($1.5 million) every six
months, beginning June 2001, with the balance of the commitment to expire
June 2003. As of May 11, 2000, we had no debt outstanding under the
additional facility. The two Norwegian bank facilities are collateralized
by security interests in certain of our North Sea vessels, requires Trico
Supply to maintain certain financial ratios and limits the ability of Trico
Supply to create liens, or merge or consolidate with other entities.
Amounts borrowed under the Norwegian bank facility bear interest at NIBOR
(Norwegian Interbank Offered Rate) plus a margin.
As a result of the reduction in industry activity and resulting decrease in
day rates and utilization rates, and the completion, during 1999, of
significant capital expenditures relating to vessel construction and
upgrade projects, capital expenditures for the remainder of 2000 will be
limited to regulatory-mandated vessel dry-docking costs.
In April 2000 we entered into an agreement to sell our six liftboats for
$14.0 million in cash. As a result of the sale, we will recognize a gain,
after taxes, of approximately $2.6 million. As of May 10, 2000, we have
closed on the sale of four of the liftboats and received proceeds of $8.7
million which were applied to our bank credit facility. Upon the closing
of the remaining two liftboats, expected to occur by June 1, 2000, the
remaining $5.3 million in proceeds will also be applied to amounts
outstanding under our bank credit facility.
We believe that cash generated from our operations, together with available
borrowings under our bank credit facility and additional borrowings
permitted under the indenture governing the senior notes, will be
sufficient to fund our working capital requirements and currently planned
capital expenditures. While we position ourselves for industry conditions
to improve, we also intend to position ourselves to pursue any acquisition
opportunities that we believe may be presented in our selected market
areas. In order to improve our financial flexibility, during 2000, subject
to market conditions, we will consider raising additional equity.
However, we can give no assurances regarding the availability or terms of
any of the possible transactions under consideration, and we could be
adversely affected if we are unable to consummate such transactions or if
the terms are not favorable to us.
CAUTIONARY STATEMENTS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" includes certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements other than statements of historical fact
included in this section regarding the Company's financial position and
liquidity, its strategic alternatives, future capital needs, business
strategies, scheduled drydockings and related vessel downtime, and other
plans and objectives of management of the Company for future operations and
activities, are forward-looking statements. These statements are based on
certain assumptions and analyses made by the Company's management in light
of its experience and its perception of historical trends, current
conditions, expected future developments and other factors it believes are
appropriate under the circumstances. Such statements are subject to risks
and uncertainties, including the Company's dependence on the oil and gas
industry and the volatility of that industry, the Company's ability to
manage growth, competition in its industry, the risk of international
operations and currency fluctuations, general economic and business
conditions, the business opportunities that may be presented to and pursued
by the Company, changes in law or regulations and other factors, many of
which are beyond the control of the Company. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to
have been correct. Such statements are not guarantees of future
performance and the actual results or developments may differ materially
from those projected in the forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk exposures primarily include interest rate and exchange rate
fluctuations on derivative and financial instruments as detailed below.
Our market risk sensitive instruments are classified as "other than
trading".
We have entered into a number of variable and fixed rate debt obligations,
demoninated in both the U.S. Dollar and the Norwegian Kroner (Norwegian
debt payable in Norwegian Kroner). The instruments are subject to interest
rate risk. We manage this risk by monitoring our ratio of fixed and
variable rate debt obligations in view of changing market conditions and
from time to time altering that ratio. We also enter into interest rate
swap agreements, when considered appropriate, in order to manage our
interest rate exposure.
Our foreign subsidiaries collect revenues and pay expenses in several
different foreign currencies. We monitor the exchange rate of our foreign
currencies and, when deemed appropriate, enter into hedging transactions in
order to mitigate the risk from foreign currency fluctuations. We also
manage our foreign currency risk by attempting to contract foreign revenue
in U.S. Dollars whenever practicable. At March 31, 2000, we had no open
foreign currency forward exchange contracts.
Our market risk estimates have not changed materially from those disclosed
in our 1999 Form 10-K, incorporated herein by reference.
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.{1}
4.1 Specimen Common Stock Certificate.{2}
4.2 Third Amendment effective as of March 31, 2000 to the Third
Amended and Restated Revolving Credit Agreement dated as of
May 10, 2000 by and among the Company, Trico Marine Operators,
Inc., Trico Marine Assets, Inc. and Wells Fargo Bank, N.A.
as agent for itself and the other lending institutions that
may become party thereto from time to time in accordance
with the terms thereof.
11.1 Computation of Earnings Per Share.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
None.
______________________
1 Incorporated by reference to the Company's Current Report on
Form 8-K dated July 21, 1997 and filed with the Commission on
August 1, 1997.
2 Incorporated by reference to the Company's Registration Statement
on Form S-1 (Registration Statement No. 333-2990).
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.
Date: May 12, 2000 By: /S/ KENNETH W. BOURGEOIS
----------------------------------
Kenneth W. Bourgeois
Chief Accounting Officer and duly authorized
officer
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT (hereinafter called this "AMENDMENT") is entered into
effective as of March 31, 2000, among (a) TRICO MARINE OPERATORS, INC. ("MARINE
OPERATORS"), a Louisiana corporation, TRICO MARINE ASSETS, INC. ("MARINE
ASSETS"), a Delaware corporation (each of Marine Operators and Marine Assets
a "BORROWER" and, collectively "BORROWERS"), (b)TRICO MARINE SERVICES, INC.
("PARENT"), a Delaware corporation, (c) the financial institutions listed on
SCHEDULE 1.1 of the Agreement (hereinafter described) and such other
financial institutions as may become parties to the Agreement from time to
time (individually a "BANK" and collectively the "BANKS"), (d) WELLS FARGO
BANK, N.A., as issuing bank ("ISSUING BANK"), and (e) WELLS FARGO BANK TEXAS,
NATIONAL ASSOCIATION (successor by consolidation to Wells Fargo Bank (Texas),
National Association), as administrative agent for itself, the Issuing Bank
and such financial institutions ("ADMINISTRATIVE AGENT"), CHRISTIANIA BANK OG
KREDITKASSE ASA, New York Branch, as documentation agent for itself and such
financial institutions ("DOCUMENTATION AGENT") (collectively "AGENTS" and/or
"ARRANGERS").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Parent, the Banks, the Issuing Bank, the
Documentation Agent and the Administrative Agent entered into a Third Amended
and Restated Revolving Credit Agreement dated as of July 19, 1999 (hereinafter
called the " RESTATED AGREEMENT"), whereby, upon the terms and conditions
therein stated, the Banks and the Issuing Bank agreed to make available to
the Borrowers a credit facility upon the terms and conditions set forth in
the Agreement; and
WHEREAS, the Borrowers, the Parent, the Banks, the Issuing Bank, the
Documentation Agent and the Administrative Agent entered into (i) a First
Amendment to Third Amended and Restated Revolving Credit Agreement dated as of
September 30, 1999 (the "FIRST AMENDMENT"), and (ii) a Second Amendment to
Third Amended and Restated Revolving Credit Agreement dated as of December 31,
1999 (the "SECOND AMENDMENt"); and
WHEREAS, the Restated Agreement, as amended by the First Amendment and
Second Amendment, is hereinafter called the "AGREEMENT"; and
WHEREAS, the Company has requested that the Banks, the Issuing Bank and
the Agents agree to certain amendments to the Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, the parties to this Amendment hereby agree as
follows:
SECTION 1. TERMS DEFINED IN AGREEMENT. As used in this Amendment, except
as may otherwise be provided herein, all capitalized terms which are defined in
the Agreement shall have the same meaning herein as therein, all of such terms
and their definitions being incorporated herein by reference.
SECTION 2. AMENDMENTS TO AGREEMENT. The Agreement hereby is amended as
follows:
(a) SECTION 10.3 of the Agreement hereby is amended by adding the
following sentence immediately after the first sentence thereof:
"For purposes of making the calculations set forth in the preceding
sentence, Tangible Net Worth shall be determined excluding the effect of
cumulative foreign currency translation adjustment calculated in accordance
with GAAP and set forth in the stockholders' equity section of the Parent
and Borrowers' financial statements."
SECTION 3. CONDITIONS OF EFFECTIVENESS.
(a) The Administrative Agent, the Issuing Bank and the Banks have
relied upon the representations and warranties in this Amendment in agreeing
to the amendments to the Agreement set forth herein and the amendments to the
Agreement set forth herein are conditioned upon and subject to the accuracy of
each and every representation and warranty of each of the Borrowers and the
Parent made or referred to herein, and performance by each of the Borrowers and
the Parent of its obligations to be performed under the Agreement on or before
the date of this Amendment (except to the extent amended herein).
(b) The amendments to the Agreement set forth herein are further
conditioned upon the Borrowers having paid all accrued and unpaid legal fees
and expenses referred to in SECTION 16 of the Agreement and SECTION 7 hereof.
(c) The amendments to the Agreement set forth herein shall become
effective as of March 31, 2000 when the conditions in this Section 3 have been
satisfied and when the Administrative Agent shall have received this Amendment,
executed by the Borrowers, the Parent and the Majority Banks.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS AND PARENT.
The Borrowers and Parent jointly and severally represent and warrant to the
Administrative Agent, the Issuing Bank and each Bank, with full knowledge that
the Administrative Agent, the Issuing Bank and each Bank is relying on the
following representations and warranties in executing this Amendment, as
follows:
(a) Each of the Borrowers and the Parent has corporate power and
authority to execute, deliver and perform this Amendment, and all corporate
action on the part of each of the Borrowers and the Parent requisite for the
due execution, delivery and performance of this Amendment has been duly and
effectively taken. Each of the undersigned officers of the Borrowers and the
Parent executing this Amendment represent and warrant that he has full power
and authority to execute and deliver this Amendment on behalf of the Borrowers
and the Parent respectively, that such execution and delivery has been duly
authorized by each respective Board of Directors and that the resolutions
previously delivered to the Administrative Agent on February 15, 2000, in
connection with the execution and delivery of the Second Amendment are and
remain in full force and effect and have not been altered, amended, or
repealed in anywise.
(b) The Agreement as amended by this Amendment and the Loan
Documents and each and every other document executed and delivered in
connection with this Amendment to which any of the Borrowers or the Parent,
or any Subsidiary thereof, is a party constitute the legal, valid and binding
obligations of such Person to the extent it is a party thereto, enforceable
against such Person in accordance with its respective terms.
(c) This Amendment does not and will not violate any provisions of
the articles or certificate of incorporation or bylaws of any of the Borrowers
or the Parent, or any contract, agreement, instrument or requirement of any
Governmental Authority to which any such Person is subject. The execution of
this Amendment by each of the Borrowers and the Parent will not result in the
creation or imposition of any lien upon any properties of any of the Borrowers
or the Parent, other than those permitted by the Agreement and this Amendment.
(d) The execution, delivery and performance by each of the
Borrowers and the Parent of this Amendment do not require the consent or
approval of any other Person, including, without limitation, any regulatory
authority or governmental body of the United States of America or any state
thereof or any political subdivision of the United States of America or any
state thereof.
(e) The annual audited consolidated balance sheet of the Parent and
the Borrowers as of December 31, 1999, the related consolidated statements of
earnings, capital accounts, and cash flows for the quarter then ended which
have been furnished to the Administrative Agent, the Issuing Bank and the
Banks, fairly present the financial condition of the Parent and the Borrowers
as at such date and the results of the operations of the Parent and the
Borrowers for the periods ended on such date, all in accordance with
generally accepted accounting principles applied on a consistent basis, and
since December 31, 1999 there has been no material adverse change in such
condition or operations.
(f) Each of the Borrowers and the Parent has performed and complied
with all agreements and conditions contained in the Agreement required to be
performed or complied with by each such Person prior to or at the time of
delivery of this Amendment.
(g) No Default or Event of Default exists and, after giving effect
to this Amendment, no Default or Event of Default will exist and all of the
representations and warranties contained in the Agreement and all instruments
and documents executed pursuant thereto or contemplated thereby are true and
correct in all material respects on and as of this date.
(h) Nothing in this Section 4 of this Amendment is intended to
amend any of the representations or warranties contained in the Agreement or
of the Loan Documents to which any of the Borrowers or the Parent or any
Subsidiary thereof is a party.
SECTION 5. REFERENCE TO AND EFFECT ON THE AGREEMENT.
(a) Upon the effectiveness of Sections 1 and 2 hereof, on and after
the date hereof, each reference in the Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import, shall mean and be a
reference to the Agreement as amended hereby.
(b) Except as specifically amended by this Amendment, the Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
SECTION 6. NO WAIVER. Except as specifically amended hereby, each of the
Borrowers and the Parent agrees that no Event of Default and no Default has
been waived or remedied by the execution of this Amendment by the
Administrative Agent, the Issuing Bank and the Banks and any such Default or
Event or Default heretofore arising and currently continuing shall continue
after the execution and delivery hereof.
SECTION 7. COST, EXPENSES AND TAXES. Each of the Borrowers and the
Parent agrees to pay on demand all reasonable costs and expenses of the
Administrative Agent, the Issuing Bank and the Banks in connection with the
preparation, reproduction, execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder, including
reasonable attorneys' fees and out-of-pocket expenses of the Administrative
Agent, the Issuing Bank and the Banks. In addition, each of the Borrowers and
the Parent shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution and delivery, filing
or recording of this Amendment and the other instruments and documents to be
delivered hereunder, and agrees to save each of the Administrative Agent, the
Issuing Bank and the Banks harmless from and against any and all liabilities
with respect to or resulting from any delay in paying or omission to pay such
taxes or fees.
SECTION 8. EXTENT OF AMENDMENTS. Except as otherwise expressly provided
herein, the Agreement and the other Loan Documents are not amended, modified
or affected by this Amendment. Each of the Borrowers and the Parent ratifies
and confirms that (i) except as expressly amended hereby, all of the terms,
conditions, covenants, representations, warranties and all other provisions
of the Agreement remain in full force and effect, (ii) each of the other
Loan Documents are and remain in full force and effect in accordance with
their respective terms, and (iii) the Collateral is unimpaired by this
Amendment.
SECTION 9. WAIVERS AND RELEASE OF CLAIMS. As additional consideration
for the execution, delivery, and performance of this Amendment by the parties
hereto and to induce each of the Administrative Agent, the Issuing Bank and
the Banks to enter into this Amendment, each of the Borrowers and the Parent
represents and warrants that none of the Borrowers and the Parent know
of any facts, events, statuses or conditions which, either now or with the
passage of time or the giving of notice, or both, constitute or will
constitute a basis for any claim or cause of action against any of the
Administrative Agent, the Issuing Bank and the Banks or any defense,
counterclaim or right of setoff to the payment or performance of any
obligations or indebtedness of any of the Borrowers or the Parent to any of
the Administrative Agent, the Issuing Bank or the Banks, and in the event any
such facts, events, statuses or conditions exist or have existed, whether
known or unknown, WHETHER DUE TO THE ADMINISTRATIVE AGENT'S, THE ISSUING
BANK'S OR ANY BANK'S, ANY OF THEIR REPRESENTATIVE'S, AGENT'S, OFFICER'S,
DIRECTOR'S, EMPLOYEE'S, SHAREHOLDER'S, OR SUCCESSOR'S OR ASSIGN'S OWN
NEGLIGENCE, each of the Borrowers and the Parent for each of themselves,
their respective Subsidiaries, their respective representatives, agents,
officers, directors, employees, shareholders, and successors and assigns
(collectively called the "Indemnifying Parties"), hereby fully, finally,
completely, generally and forever releases, discharges, acquits, and
relinquishes the Administrative Agent, the Issuing Bank and each Bank and
each of their respective representatives, agents, officers, directors,
employees, shareholders, and successors and assigns (collectively called the
"Indemnified Parties"), from any and all claims, actions, demands, and causes
of action of whatever kind or character, whether joint or several, whether
known or unknown, WHETHER DUE TO ANY OF THE INDEMNIFIED PARTIES' OWN
NEGLIGENCE, which may have arisen or accrued prior to the date of execution
of this Amendment, for any and all injuries, harm, damages, penalties, costs,
losses, expenses, attorneys' fees, and/or liabilities whatsoever and whenever
incurred or suffered by any of them, including, without limitation, any
claim, demand, action, damage, liability, loss, cost, expense, and/or
detriment, of any kind or character, growing out of or in any way connected
with or inany way resulting from any breach of any duty of loyalty, fair
dealing, care, fiduciary duty, or any other duty, confidence, or commitment,
undue influence, duress, economic coercion, conflict of interest, negligence,
bad faith, violations of the racketeer influence and corrupt organizations
act, intentional or negligent infliction of distress or harm, tortious
interference with contractual relations, tortious interference with corporate
governance or prospective business advantage, breach of contract, failure to
perform any obligation under any of the Loan Documents, deceptive trade
practices, libel, slander, conspiracy, interference with business, usury,
strict liability, lender liability, breach of warranty or representation,
fraud, or any other claim or cause of action (herein being collectively
referred to as "Claims"). IT IS EXPRESSLY AGREED THAT THE CLAIMS RELEASED
HEREBY INCLUDE THOSE ARISING FROM OR IN ANY MANNER ATTRIBUTABLE TO THE
NEGLIGENCE (SOLE, CONCURRENT, ORDINARY, OR OTHERWISE), OR OTHER TORTIOUS
CONDUCT OF ANY OF THE INDEMNIFIED PARTIES (other than any claims arising
solely out of an Indemnified Party's willful misconduct or gross negligence).
Notwithstanding any provision of this Amendment or any other Loan Document,
this Section shall remain in full force and effect and shall survive the
delivery and payment of the Notes, this Amendment and the other Loan
Documents and the making, extension, renewal, modification, amendment or
restatement of any thereof.
SECTION 10. INDEMNIFICATION. As additional consideration to the
execution, delivery, and performance of this Amendment by the parties hereto
and to induce the Administrative Agent, the Issuing Bank and each Bank to
enter into this Amendment, the Indemnifying Parties hereby agree to
indemnify, hold harmless, and defend each of the Indemnified Parties from
and against any and all Claims of any nature or character, at law or in
equity, known or unknown, which may have arisen prior to the date hereof, or
accrued to, or could be claimed or asserted by, any third party prior to the
date hereof, INCLUDING WITHOUT LIMITATION, ANY CLAIMS ARISING OUT OF OR IN
ANY MANNER ATTRIBUTABLE TO THE NEGLIGENCE (SOLE, CONCURRENT, ORDINARY OR
OTHERWISE), OR OTHER TORTIOUS CONDUCT OF ANY OF THE INDEMNIFIED PARTIES
(other than any claims arising solely out of an Indemnified Party's willful
misconduct or gross negligence). Notwithstanding any provision of this
Amendment or any other Loan Document, this Section shall remain in full force
and effect and shall survive the delivery and payment of the Notes,
this Agreement and the other Loan Documents and the making, extension,
renewal, modification, amendment or restatement of any thereof.
SECTION 11. GRANT AND AFFIRMATION OF SECURITY INTEREST. Each of the
Borrowers and the Parent hereby grants a security interest in and lien on the
Collateral to secure payment and performance of the Notes and the obligations
described in the Agreement and all documents and instruments executed in
connection therewith and, each of the Borrowers and the Parent hereby confirms
and agrees that any and all liens, security interests and other security or
Collateral now or hereafter held by the Administrative Agent for the benefit
of, and as representative of, the Issuing Bank and the Banks as security for
payment and performance of the Obligations hereby are renewed and carried
forth to secure payment and performance of all of the Obligations. The
Security Documents are and remain legal, valid and binding obligations of the
parties thereto, enforceable in accordance with their respective terms.
SECTION 12. GUARANTIES. The Parent hereby consents to and accepts the
terms and conditions of this Amendment, agrees to be bound by the terms and
conditions hereof and ratifies and confirms that its Guaranty, executed and
delivered to the Administrative Agent for the benefit of and as representative
of each of the Issuing Bank and the Banks on July 19, 1999, guaranteeing
payment of the Obligations, is and remains in full force and effect and
secures payment of the Obligations, including, among other things, the Notes.
SECTION 13. EXECUTION AND COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same instrument. Delivery of an executed counterpart of the signature
page of this Amendment by facsimile shall be equally as effective as delivery
of a manually executed counterpart of this Amendment.
SECTION 14. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas.
SECTION 15. HEADINGS. Section headings in this Amendment are included
herein for convenience and reference only and shall not constitute a part of
this Amendment for any other purpose.
SECTION 16. LOAN DOCUMENTS. This Amendment is a Loan Document.
SECTION 17. ARBITRATION. The parties agree to be bound by the terms and
provisions of the arbitration provisions set forth in SECTION 33 of the
Agreement.
SECTION 18. NO ORAL AGREEMENTS. THE AGREEMENT (AS AMENDED BY THIS
AMENDMENT) AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.
TRICO MARINE OPERATORS, INC, a
Louisiana corporation
By___________________________________
Name:
Title:
TRICO MARINE ASSETS, INC., a Delaware
corporation
By___________________________________
Name:
Title:
TRICO MARINE SERVICES, INC, a
Delaware corporation
By___________________________________
Name:
Title:
[SIGNATURES CONTINUE ON FOLLOWING PAGE].
WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION (successor by consolidation to
Wells Fargo Bank (Texas), National
Association), individually and as
Administrative Agent
By___________________________________
Name:
Title:
WELLS FARGO BANK, N.A., as Issuing Bank
By___________________________________
Name:
Title:
[SIGNATURES CONTINUE ON FOLLOWING PAGE].
CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH, individually and
as Documentation Agent
By___________________________________
Name:
Title:
By___________________________________
Name:
Title:
[SIGNATURES CONTINUE ON FOLLOWING PAGE].
BANK ONE LOUISIANA, N.A., individually
and as Syndication Agent
By___________________________________
Name:
Title:
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
HIBERNIA NATIONAL BANK
By___________________________________
Name:
Title:
<TABLE>
<CAPTION>
TRICO MARINE SERVICES, INC.
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except share and per share amounts)
Three Months Ended March 31, 2000 Three Months Ended March 31, 1999
----------------------------------- --------------------------------------
Per- Per-
Loss Shares share Loss Shares share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- -------- ------------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Net loss $ (9,061) $ (7,343)
----------- -------------
Basic earnings per share
Loss available to common
shareholders (9,061) 28,390,416 ($0.32) (7,343) 20,378,416 ($0.36)
======= =======
Effect of Dilutive Securities
Stock option grants - - - -
---------- -------------- ------------- ------------
Diluted earnings per share
Loss available to common
shareholders plus assumed conversions $ (9,061) 28,390,416 ($0.32) $ (7,343) 20,378,416 ($0.36)
=========== ============= ======= ============= ============ =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information from consolidated financial
statements for the period ending March 31, 2000 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-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5688
<SECURITIES> 0
<RECEIVABLES> 21743
<ALLOWANCES> 691
<INVENTORY> 0
<CURRENT-ASSETS> 32511
<PP&E> 617864
<DEPRECIATION> 83884
<TOTAL-ASSETS> 699240
<CURRENT-LIABILITIES> 27850
<BONDS> 400424
<COMMON> 285
0
0
<OTHER-SE> 245781
<TOTAL-LIABILITY-AND-EQUITY> 699240
<SALES> 26381
<TOTAL-REVENUES> 26381
<CGS> 30794
<TOTAL-COSTS> 30794
<OTHER-EXPENSES> 349
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8344
<INCOME-PRETAX> (12926)
<INCOME-TAX> (3865)
<INCOME-CONTINUING> (9061)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9061)
<EPS-BASIC> (.32)
<EPS-DILUTED> (.32)
</TABLE>
