SEACOR Holdings Announces First Quarter Results
HOUSTON--(BUSINESS WIRE)--May 5, 2005--Insert after the ninth graf and before the tenth graf (the forward-looking statements):
Additional Information About the Seabulk Transaction
In connection with the proposed merger, SEACOR has filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of SEACOR and Seabulk that also constitutes a prospectus of SEACOR. SEACOR and Seabulk will mail the joint proxy statement/prospectus to their stockholders. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related documents filed by SEACOR and Seabulk with the SEC at the SEC's website at www.sec.gov. The joint proxy statement/prospectus and the other documents may also be obtained for free by accessing SEACOR's website at www.seacorholdings.com or by accessing Seabulk's website at www.seabulkinternational.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
SEACOR and Seabulk and their respective directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the proposed transactions. Information regarding such persons and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. You can obtain free copies of these documents from SEACOR and SEABULK using the contact information above.
The corrected release reads as follows:
SEACOR HOLDINGS ANNOUNCES FIRST QUARTER RESULTS
SEACOR Holdings Inc. (NYSE:CKH) announced net earnings for the first quarter ended March 31, 2005 of $18.6 million, or $0.90 per diluted share, on operating revenues of $165.2 million. For the comparable quarter ended March 31, 2004, net losses were $3.0 million, or $0.16 per diluted share, on operating revenues of $96.0 million.
For the immediately preceding quarter ended December 31, 2004, net earnings were $19.3 million, or $1.03 per diluted share on operating revenues of $182.0 million.
Financial results for the first quarter ended March 31, 2005 as compared to the immediately preceding quarter ended December 31, 2004 were impacted by a variety of factors highlighted below.
-- Decreased operating revenues. Operating revenues for the quarter were $165.2 million, a decrease of $16.8 million from the previous quarter. Decreases in operating revenues from the previous quarter were due to a decline in environmental spill response activities and seasonal declines in grain shipments, barge freight rates and poor operating conditions on the inland river system. The decreased revenues experienced by Environmental Services and Inland River Services were partially offset by increased revenue in Helicopter Services due to the acquisition of Era Aviation, Inc. ("Era") and in Offshore Marines Services from higher rates per day worked.
-- Increased operating income. Operating income for the quarter was $26.3 million, an increase of $2.9 million from the previous quarter. Increased offshore support vessel sale gains exceeded declines in operating results of Inland River Services, Helicopter Services and Environmental Services.
-- Increased interest expense. Interest expense for the quarter was $7.6 million, an increase of $1.4 million from the previous quarter. Indebtedness increased in December 2004 with the sale of convertible debentures.
-- Decreased derivative income, net. Derivative transactions, primarily consisting of foreign currency contracts, resulted in losses of $1.6 million for the quarter as compared to income of $1.8 million in the previous quarter.
-- Decreased foreign currency transaction gains, net. Foreign currency transaction losses for the quarter were $0.5 million as compared to gains of $1.9 million in the previous quarter. Losses and gains resulted from the effect of currency exchange rate changes with respect to loans between SEACOR and certain of its foreign subsidiaries and other transactions denominated in currencies other than the functional currency of various subsidiaries.
-- Increased marketable securities sale gains, net. Marketable securities sale transactions resulted in net gains of $6.2 million, an increase of $4.5 million from the previous quarter.
On December 31, 2004, the Company completed its acquisition of Era. Eighty-one helicopters and 16 fixed wing aircraft were acquired in this transaction. The fixed wing business is being actively marketed for sale. Its assets and related liabilities, $23.0 million and $6.5 million respectively, are considered "held for sale" pursuant to accounting standards. The operating results of the fixed wing business are reported as "Discontinued Operations."
On March 16, 2005, the Company announced its signing of a definitive merger agreement with Seabulk International, Inc. The Boards of Directors of both companies have unanimously approved the transaction. The merger is expected to close by the end of the second quarter of 2005, subject to approval by Seabulk's stockholders of the merger and SEACOR's stockholders of the issuance of shares of SEACOR common stock in the merger and the satisfaction of customary closing conditions, in accordance with terms of the merger agreement. On April 22, 2005, the Company was granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. With its fleet of vessels, Seabulk is a leading provider of marine support transportation services, primarily to the energy and chemical industries.
During the quarter, the Company purchased additional dry cargo covered hopper barges, chemical tank barges and an offshore support vessel for aggregate consideration of $17.9 million. At March 31, 2005, capital commitments for offshore support vessels, dry cargo covered hopper barges, chemical tank barges, helicopters and other equipment aggregated $356 million. In addition, the Company placed revocable orders for additional helicopters.
During the quarter, the Company acquired 84,647 shares of its common stock for treasury. At March 31, 2005, $37.7 million of authority remains available for future purchases of the Company's common stock and its 5-7/8% and 7.2% notes.
At March 31, 2005, the Company's cash, marketable securities and construction reserve funds totaled $615.2 million, an increase of $119.8 million from the prior quarter. At March 31, 2005, the Company's long-term debt totaled $582.4 million.
SEACOR and its subsidiaries are engaged in the operation of a diversified fleet of offshore support vessels that service oil and gas exploration and development activities in the U.S. Gulf of Mexico, the North Sea, West Africa, Asia, Latin America and other international regions. Other business activities primarily include Environmental Services, Inland River Services and Helicopter Services.
Additional Information About the Seabulk Transaction
In connection with the proposed merger, SEACOR has filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of SEACOR and Seabulk that also constitutes a prospectus of SEACOR. SEACOR and Seabulk will mail the joint proxy statement/prospectus to their stockholders. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related documents filed by SEACOR and Seabulk with the SEC at the SEC's website at www.sec.gov. The joint proxy statement/prospectus and the other documents may also be obtained for free by accessing SEACOR's website at www.seacorholdings.com or by accessing Seabulk's website at www.seabulkinternational.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
SEACOR and Seabulk and their respective directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the proposed transactions. Information regarding such persons and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. You can obtain free copies of these documents from SEACOR and SEABULK using the contact information above.
This release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management's expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: the cyclical nature of the oil and gas industry, the operation of Offshore Marine Services and Helicopter Services in a highly competitive environment, changes in foreign political, military and economic conditions, the dependence of Offshore Marine Services and Helicopter Services on several customers, industry fleet capacity, the ongoing need to replace aging vessels, restrictions imposed by the Shipping Acts and Aviation Acts on the amount of foreign ownership of the Company's Common Stock, safety record requirements related to Offshore Marine Services and Helicopter Services, changes in foreign and domestic oil and gas exploration and production activity, vessel and helicopter related risks of Offshore Marine Services and Helicopter Services, effects of adverse weather conditions and seasonality of Helicopter Services, dependence of spill response revenue on the number and size of spills and upon continuing government regulation in this area and our ability to comply with such regulation and other governmental regulation, changes in NRC's OSRO classification, effects of adverse weather and river conditions and seasonality on inland river operations, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, liability in connection with providing spill response services, the effect of international economic and political factors in inland river operations, the intense competition faced by Inland River Services, adequacy of insurance coverage, currency exchange fluctuations, the attraction and retention of qualified personnel by the Company and various other matters, many of which are beyond the Company's control and other factors. The words "estimate," "project," "intend," "believe," "plan" and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. The forward-looking statements in this release should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned under "Forward-Looking Statements" in Item 7 of our Form 10-K and SEACOR's periodic reporting on Form 10-Q and Form 8-K (if any), which we incorporate by reference.
For additional information, contact Randall Blank, Executive Vice President and Chief Financial Officer, at (281) 899-4800 or (212) 307-6633 or visit SEACOR's website at www.seacorholdings.com.
SEACOR Holdings Inc. and Subsidiaries Consolidated Statements of Operations (in thousands, except per share data, unaudited) Three Months Ended March 31, -------------------- 2005 2004 --------- --------- Operating Revenues $ 165,185 $ 95,974 --------- --------- Costs and Expenses: Operating expenses 115,601 75,030 Administrative and general 18,495 15,076 Depreciation and amortization 18,282 13,961 --------- --------- 152,378 104,067 --------- --------- Gains on Asset Sales 13,516 3,638 --------- --------- Operating Income (Loss) 26,323 (4,455) --------- --------- Other Income (Expense): Interest income 3,679 1,379 Interest expense (7,591) (5,378) Derivative income (loss), net (1,590) 79 Foreign currency transaction gains (losses), net (549) 466 Marketable securities sale gains, net 6,234 2,749 Other, net 200 119 --------- --------- 383 (586) --------- --------- Income (Loss) Before Income Tax Expense (Benefit), Minority Interest and Equity in Earnings of 50% or Less Owned Companies 26,706 (5,041) Income Tax Expense (Benefit) 9,740 (1,502) --------- --------- Income (Loss) Before Minority Interest and Equity in Earnings of 50% or Less Owned Companies 16,966 (3,539) Minority Interest in Net Loss of Subsidiaries 34 5 Equity in Earnings of 50% or Less Owned Companies 1,617 570 --------- --------- Income (Loss) from Continuing Operations 18,617 (2,964) Loss from Discontinued Operations, Net of Income Taxes (26) - --------- --------- Net Income (Loss) $ 18,591 $ (2,964) ========= ========= Earnings (Loss) Per Common Share: Basic - Income (Loss) from Continuing Operations $ 1.02 $ (0.16) Loss from Discontinued Operations - - --------- --------- Net Income (Loss) $ 1.02 $ (0.16) ========= ========= Diluted(1) - Income (Loss) from Continuing Operations Loss from Discontinued Operations $ 0.90 $ (0.16) Net Income (Loss) - - --------- --------- $ 0.90 $ (0.16) ========= ========= Weighted Average Common Shares Outstanding: Basic 18,249 18,468 Diluted(1) 21,908 18,468 -------------- (1) Outstanding stock options and restricted stock have been excluded from the computation of diluted loss per common share and diluted weighted average common shares for the three month period ended March 31, 2004 as the effect was anti-dilutive. SEACOR Holdings Inc. and Subsidiaries Supplemental Data (in thousands, except per share data, unaudited) Three Months Ended ------------------------------------------------ Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, 2005 2004 2004 2004 2004 -------- -------- -------- -------- -------- Statements of Operations: Operating Revenues $165,185 $181,997 $116,486 $ 97,403 $ 95,974 -------- -------- -------- -------- -------- Cost and Expenses: Operating expenses 115,601 126,240 79,134 73,759 75,030 Administrative and general 18,495 17,592 14,900 13,857 15,076 Depreciation and amortization 18,282 15,365 14,352 14,156 13,961 -------- -------- -------- -------- -------- 152,378 159,197 108,386 101,772 104,067 -------- -------- -------- -------- -------- Gains (Losses) on Asset Sales 13,516 598 (119) 6,117 3,638 -------- -------- -------- -------- -------- Operating Income (Loss) 26,323 23,398 7,981 1,748 (4,455) -------- -------- -------- -------- -------- Other Income (Expense): Interest income 3,679 3,200 2,180 1,663 1,379 Interest expense (7,591) (6,154) (5,565) (5,388) (5,378) Derivative income (loss), net (1,590) 1,787 (140) (560) 79 Foreign currency transaction gains (losses), net (549) 1,944 (184) (689) 466 Marketable securities sale gains (losses), net 6,234 1,689 (756) 2,753 2,749 Other, net 200 108 79 233 119 -------- -------- -------- -------- -------- 383 2,574 (4,386) (1,988) (586) -------- -------- -------- -------- -------- Income (Loss) Before Taxes, Minority Interest and Equity in Earnings of 50% or Less Owned Companies 26,706 25,972 3,595 (240) (5,041) Income Tax Expense (Benefit) 9,740 8,395 1,511 169 (1,502) -------- -------- -------- -------- -------- Income (Loss) Before Minority Interest and Equity in Earnings of 50% or Less Owned Companies 16,966 17,577 2,084 (409) (3,539) Minority Interest in Net (Income) Loss of Subsidiaries 34 (289) (108) (91) 5 Equity in Earnings of 50% or Less Owned Companies 1,617 2,028 1,388 673 570 -------- -------- -------- -------- -------- Income (Loss) from Continuing Operations 18,617 19,316 3,364 173 (2,964) Loss from Discontinued Operations, Net of Taxes (26) - - - - -------- -------- -------- -------- -------- Net Income (Loss) $ 18,591 $ 19,316 $ 3,364 $ 173 $ (2,964) ======== ======== ======== ======== ======== Earnings (Loss) Per Common Share: Basic - Income (Loss) from Continuing Operations $ 1.02 $ 1.06 $ 0.18 $ 0.01 $ (0.16) Loss from Discontinued Operations - - - - - -------- -------- -------- -------- -------- Net Income (Loss) $ 1.02 $ 1.06 $ 0.18 $ 0.01 $ (0.16) ======== ======== ======== ======== ======== Diluted(1) - Income (Loss) from Continuing Operations $ 0.90 $ 1.03 $ 0.18 $ 0.01 $ (0.16) Loss from Discontinued Operations - - - - - -------- -------- -------- -------- -------- Net Income (Loss) $ 0.90 $ 1.03 $ 0.18 $ 0.01 $ (0.16) ======== ======== ======== ======== ======== Weighted Average Common Shares Outstanding: Basic 18,249 18,203 18,211 18,347 18,468 Diluted(1) 21,908 18,973 18,357 18,476 18,468 Common Shares Outstanding at Period End 18,442 18,307 18,292 18,313 18,533 -------------- (1) Outstanding stock options and restricted stock have been excluded from the computation of diluted loss per common share and diluted weighted average common shares for the three month period ended March 31, 2004 as the effect was anti-dilutive. SEACOR Holdings Inc. and Subsidiaries Supplemental Data (unaudited) Three Months Ended ------------------------------------------------------ Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, 2005 2004 2004 2004 2004 ---------- ---------- ---------- ---------- ---------- Balance Sheet Data, at period end (in thousands): Cash, Securities and Construction Reserve Funds $ 615,153 $ 495,387 $ 440,091 $ 441,805 $ 441,502 Total Assets 1,778,953 1,766,009 1,456,536 1,394,902 1,401,426 Total Long- term Debt 582,416 582,367 382,319 342,271 332,225 Stockholders' Equity 811,932 793,757 766,763 757,886 766,529 Operating Revenues by Segment (in thousands): Offshore Marine Services $ 80,350 $ 80,841 $ 72,825 $ 67,039 $ 66,016 Environmental Services 35,893 62,824 21,144 14,654 16,392 Inland River Services 25,530 31,878 16,076 10,038 8,576 Helicopter Services 21,599 7,188 7,485 6,680 5,827 Intersegment Eliminations and Other 1,813 (734) (1,044) (1,008) (837) ---------- ---------- ---------- ---------- ---------- $ 165,185 $ 181,997 $ 116,486 $ 97,403 $ 95,974 ========== ========== ========== ========== ========== Operating Income (Loss) by Segment (in thousands): Offshore Marine Services $ 22,252 $ 9,870 $ 6,360 $ 4,677 $ (1,525) Environmental Services 4,564 7,473 2,742 816 954 Inland River Services 7,664 11,795 3,153 932 1,016 Helicopter Services (4,395) (668) (475) (1,308) (1,893) Corporate Expenses and Other (3,762) (5,072) (3,799) (3,369) (3,007) ---------- ---------- ---------- ---------- ---------- $ 26,323 $ 23,398 $ 7,981 $ 1,748 $ (4,455) ========== ========== ========== ========== ========== Offshore Marine Vessels - Available Days(1): Anchor Handling Towing Supply - Domestic 470 276 276 273 304 Foreign 704 736 759 741 724 Supply - Domestic 548 644 644 731 790 Foreign 620 738 828 910 910 Towing - Domestic 360 276 275 182 273 Foreign 810 748 736 837 1,026 Crew 6,783 6,446 6,024 5,921 6,188 Mini-supply 2,464 2,576 2,619 2,708 2,730 Other 90 92 50 - 91 Standby Safety 1,890 1,932 1,932 1,911 1,911 ---------- ---------- ---------- ---------- ---------- 14,739 14,464 14,143 14,214 14,947 ========== ========== ========== ========== ========== -------------- (1) Excludes vessels that are bareboat chartered-out, vessels owned by corporations that participate in pooling arrangements with the Company, minority owned joint venture vessels and managed vessels. SEACOR Holdings Inc. and Subsidiaries Supplemental Data (unaudited) Three Months Ended ------------------------------------------------ Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, 2005 2004 2004 2004 2004 -------- -------- -------- -------- -------- Offshore Marine Vessels - Rates Per Day Worked(1) (2): Anchor Handling Towing Supply - Domestic $ 20,226 $ 18,815 $ 22,009 $ 19,115 $ 15,888 Foreign 10,848 9,964 9,534 9,539 8,524 Supply - Domestic 7,924 7,769 6,720 5,994 6,300 Foreign 13,789 16,124 10,095 9,729 9,067 Towing - Domestic 9,061 8,209 6,118 6,040 6,055 Foreign 6,959 7,096 6,769 6,775 6,586 Crew 3,996 3,745 3,458 3,314 3,297 Mini-supply 3,111 3,051 2,937 2,932 2,976 Other 17,000 14,000 14,000 - - Standby Safety 8,229 8,127 7,839 7,719 7,694 Offshore Marine Vessels - Utilization(2): Anchor Handling Towing Supply - Domestic 91.3% 98.0% 85.2% 68.3% 68.2% Foreign 73.2% 82.3% 90.4% 63.9% 61.5% Supply - Domestic 74.5% 73.8% 68.9% 76.1% 71.7% Foreign 68.8% 75.2% 86.9% 72.8% 73.4% Towing - Domestic 83.9% 97.9% 64.3% 91.8% 56.7% Foreign 90.5% 78.8% 61.7% 61.8% 67.4% Crew 86.1% 91.6% 93.5% 89.0% 82.8% Mini-supply 78.0% 88.7% 90.9% 86.7% 81.7% Other 33.3% 64.9% 50.0% - - Standby Safety 90.2% 91.9% 89.7% 85.9% 87.0% Overall Utilization 83.5% 88.4% 88.2% 83.2% 78.6% Utilization Lost to Market Conditions 12.4% 7.5% 7.9% 12.9% 17.1% Utilization Lost to Operating Conditions 4.1% 4.1% 3.9% 3.9% 4.3% Helicopter Flight Hours 9,448 6,453 7,431 6,714 5,750 -------------- (1) Revenues for certain vessels, primarily North Sea standby safety, are earned in foreign currencies, principally British Pounds Sterling. These revenues have been converted to U.S. dollars at the weighted average exchange rate for the periods indicated. (2) Excludes vessels that are bareboat chartered-out, vessels owned by corporations that participate in pooling arrangements with the Company, minority owned joint venture vessels and managed vessels. SEACOR Holdings Inc. and Subsidiaries Supplementary Data (unaudited) March 31, 2005 -------------------------------------------- Leased- Joint Pooled/ Owned in Ventured Managed Total -------- -------- -------- -------- -------- Offshore Marine Fleet Count: Operated Domestic - Anchor Handling Towing Supply 2 4 1 - 7 Crew 38 19 1 - 58 Mini-supply 21 4 - - 25 Other - - - - - Supply 3 2 - 1 6 Towing 2 2 - - 4 -------- -------- -------- -------- -------- 66 31 2 1 100 -------- -------- -------- -------- -------- Operated Foreign - Anchor Handling Towing Supply 11 1 2 - 14 Crew 19 - 4 - 23 Mini-supply 3 - 1 - 4 Other 1 - 1 - 2 Standby Safety 19 - 3 5 27 Supply 3 1 4 - 8 Towing 9 - 20 - 29 -------- -------- -------- -------- -------- 65 2 35 5 107 -------- -------- -------- -------- -------- Worldwide Operations - Anchor Handling Towing Supply 13 5 3 - 21 Crew 57 19 5 - 81 Mini-supply 24 4 1 - 29 Other 1 - 1 - 2 Standby Safety 19 - 3 5 27 Supply 6 3 4 1 14 Towing 11 2 20 - 33 -------- -------- -------- -------- -------- 131 33 37 6 207 ======== ======== ======== ======== ======== Inland Barges, domestic Dry Cargo Hopper 699 182 6 210 1,097 Chemical Tank 27 - - - 27 -------- -------- -------- -------- -------- 726 182 6 210 1,124 ======== ======== ======== ======== ======== Helicopters, domestic 102 17 - 1 120 ======== ======== ======== ======== ======== Dec. 31, Sep. 30, Jun. 30, Mar. 31, 2004 2004 2004 2004 -------- -------- -------- -------- Offshore Marine Fleet Count: Operated Domestic - Anchor Handling Towing Supply 4 4 4 4 Crew 58 54 49 53 Mini-supply 26 26 26 27 Other - - - - Supply 8 8 8 10 Towing 4 3 2 2 -------- -------- -------- -------- 100 95 89 96 -------- -------- -------- -------- Operated Foreign - Anchor Handling Towing Supply 14 13 14 15 Crew 24 23 26 33 Mini-supply 4 4 5 5 Other 2 2 1 2 Standby Safety 27 27 27 27 Supply 12 13 14 15 Towing 29 30 31 35 -------- -------- -------- -------- 112 112 118 132 -------- -------- -------- -------- Worldwide Operations - Anchor Handling Towing Supply 18 17 18 19 Crew 82 77 75 86 Mini-supply 30 30 31 32 Other 2 2 1 2 Standby Safety 27 27 27 27 Supply 20 21 22 25 Towing 33 33 33 37 -------- -------- -------- -------- 212 207 207 228 ======== ======== ======== ======== Inland Barges, domestic Dry Cargo Hopper 1,072 1,029 911 792 Chemical Tank 20 14 1 - -------- -------- -------- -------- 1,092 1,043 912 792 ======== ======== ======== ======== Helicopters, domestic 127 44 43 43 ======== ======== ======== ========