SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2001 or
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[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission file number 1-12289
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SEACOR SMIT Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3542736
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11200 Richmond Avenue, Suite 400, Houston, Texas 77082
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(Address of principal executive offices) (Zip Code)
(713) 782-5990
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
The total number of shares of common stock, par value $.01 per share,
outstanding as of May 10, 2001 was 20,037,611. The Registrant has no other class
of common stock outstanding.
73293.0004\1044719
SEACOR SMIT INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
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Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000.......................1
Condensed Consolidated Statements of Income
For each of the Three Months Ended March 31, 2001 and 2000......................................2
Condensed Consolidated Statements of Cash Flows
For each of the Three Months Ended March 31, 2001 and 2000......................................3
Notes to Condensed Consolidated Financial Statements...................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............8
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................................17
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds.........................................................18
Item 6. Exhibits and Reports on Form 8-K..................................................................18
Part I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
SEACOR SMIT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data, unaudited)
March 31, December 31,
2001 2000
------------------- ------------------
ASSETS
Current Assets:
Cash and cash equivalents.......................................... $ 173,708 $ 224,219
Marketable securities (available-for-sale)......................... - 4,997
Trade and other receivables, net of allowance for
doubtful accounts of $1,310..................................... 99,381 87,687
Prepaid expenses and other......................................... 5,726 5,103
------------------ ------------------
Total current assets......................................... 278,815 322,006
------------------ ------------------
Investments, at Equity, and Receivables from 50%
or Less Owned Companies............................................ 137,732 137,694
Available-for-Sale Securities......................................... 40,294 77,184
Property and Equipment................................................ 808,483 712,511
Less-Accumulated depreciation...................................... (191,061) (185,433)
------------------ ------------------
Net property and equipment................................... 617,422 527,078
------------------ ------------------
Restricted Cash....................................................... 59,004 40,759
Other Assets.......................................................... 49,267 28,009
------------------ ------------------
$ 1,182,534 $ 1,132,730
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt.................................. $ 12,072 $ 2,553
Convertible subordinated notes to be redeemed...................... 26,002 -
Accounts payable and accrued expenses.............................. 27,498 25,746
Other current liabilities.......................................... 37,585 38,084
------------------ ------------------
Total current liabilities.................................... 103,157 66,383
------------------ ------------------
Long-Term Debt........................................................ 268,356 377,955
Deferred Income Taxes................................................. 142,726 119,545
Deferred Gains and Other Liabilities.................................. 12,164 14,371
Minority Interest in Subsidiaries..................................... 1,960 1,924
Stockholders' Equity:
Common stock, $.01 par value, 23,472,996 and 21,426,969 shares
issued at March 31, 2001 and December 31, 2000, respectively.... 235 214
Additional paid-in capital......................................... 367,888 278,567
Retained earnings.................................................. 414,276 402,142
Treasury stock, at cost, 4,231,144 shares at March 31, 2001 and
4,310,505 shares at December 31, 2000........................... (122,512) (125,968)
Unamortized restricted stock....................................... (3,654) (1,301)
Accumulated other comprehensive loss............................... (2,062) (1,102)
------------------ ------------------
Total stockholders' equity................................... 654,171 552,552
------------------ ------------------
$ 1,182,534 $ 1,132,730
================== ==================
1
SEACOR SMIT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data, unaudited)
Three Months Ended March 31,
2001 2000
---------------- ----------------
Operating Revenue...................................................... $ 93,200 $ 72,944
---------------- ----------------
Costs and Expenses:
Operating expenses.................................................. 56,424 42,533
Administrative and general.......................................... 11,413 9,435
Depreciation and amortization....................................... 12,168 11,901
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80,005 63,869
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Operating Income....................................................... 13,195 9,075
---------------- ----------------
Other Income (Expense):
Interest on debt.................................................... (5,639) (6,942)
Interest income..................................................... 4,474 3,988
Gain from equipment sales or retirements, net....................... 1,930 2,536
Derivative losses, net.............................................. (97) (401)
Other, net.......................................................... 718 1,374
---------------- ----------------
1,386 555
---------------- ----------------
Income Before Income Taxes, Minority Interest, and Equity Earnings..... 14,581 9,630
Income Tax Expense..................................................... 5,115 3,370
---------------- ----------------
Income Before Minority Interest and Equity Earnings.................... 9,466 6,260
Minority Interest in (Income) Loss of Subsidiaries..................... (78) 228
Equity in Earnings (Losses) of 50% or Less Owned Companies............. 2,746 (8)
---------------- ----------------
Net Income............................................................. $ 12,134 $ 6,480
================ ================
Basic Earnings Per Common Share..................................... $ 0.67 $ 0.39
================ ================
Diluted Earnings Per Common Share................................... $ 0.62 $ 0.39
================ ================
Weighted Average Common Shares:
Basic............................................................ 18,115,957 16,805,183
Diluted.......................................................... 21,544,538 21,143,684
The accompanying notes are an integral part of these financial statements
and should be read in conjunction herewith.
2
SEACOR SMIT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
Three Months Ended March 31,
2001 2000
----------------- ------------------
Net Cash Provided by Operating Activities..................................$ 11,768 $ 8,056
----------------- ------------------
Cash Flows from Investing Activities:
Purchase of property and equipment...................................... (31,455) (4,633)
Proceeds from sale of marine vessels and equipment...................... 4,711 4,013
Purchase of available-for-sale securities............................... (12,077) (9,812)
Proceeds from sale of available-for-sale securities.................... 55,492 12,960
Proceeds from sale of investment in 50% or less owned companies......... 1,932 -
Cash settlement of commodity price hedging arrangements, net............ (60) (249)
Investments in and advances to 50% or less owned companies.............. (920) (463)
Principal payments on notes due from 50% or less owned companies........ 1,589 -
Dividends received from a 50% or less owned company..................... 700 500
Purchase of other investments........................................... (573) -
Net (increase) decrease in restricted cash.............................. (18,245) 17,503
Acquisitions, net of cash acquired...................................... (60,669) -
Other, net.............................................................. 104 151
----------------- ------------------
Net cash provided (used in) investing activities.................... (59,471) 19,970
----------------- ------------------
Cash Flows from Financing Activities:
Payments of long-term debt.............................................. (1,520) (581)
Payments of capital lease obligations................................... (398) (410)
Proceeds from issuance of long-term debt................................ 8 41
Common stock acquired for treasury...................................... - (4,305)
Other, net.............................................................. - (7)
----------------- ------------------
Net cash used in financing activities............................... (1,910) (5,262)
----------------- ------------------
Effect of Exchange Rate Changes on Cash and Cash Equivalents............... (898) (114)
----------------- ------------------
Net Increase (Decrease) in Cash and Cash Equivalents....................... (50,511) 22,650
Cash and Cash Equivalents, Beginning of Period............................. 224,219 178,509
----------------- ------------------
Cash and Cash Equivalents, End of Period...................................$ 173,708 $ 201,159
================= ==================
The accompanying notes are an integral part of these financial statements
and should be read in conjunction herewith.
3
SEACOR SMIT INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation --
The condensed consolidated financial information for the three-month periods
ended March 31, 2001 and 2000 has been prepared by the Company and was not
audited by its independent public accountants. In the opinion of management, all
adjustments have been made to present fairly the financial position, results of
operations, and cash flows of the Company at March 31, 2001 and for all reported
periods. Results of operations for the interim periods presented are not
necessarily indicative of the operating results for the full year or any future
periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These condensed consolidated financial
statements should be read in conjunction with the financial statements and
related notes thereto included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000.
Unless the context otherwise indicates, any references in this Quarterly Report
on Form 10-Q to the "Company" refer to SEACOR SMIT Inc. and its consolidated
subsidiaries, and any references in this Quarterly Report on Form 10-Q to
"SEACOR" refer to SEACOR SMIT Inc.
Certain reclassifications of prior year information have been made to conform
with the current year presentation.
2. Recent Accounting Pronouncements --
Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), Accounting for Derivative Instruments and
Hedging Activities", as amended. The statement establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS 133 requires that changes in the derivative's fair market value be
recognized currently in earnings unless specific hedge accounting criteria are
met. Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement, and
requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting. The cumulative
effect gain of the adoption of SFAS 133 totaled $71,000.
The Company has foreign currency exchange risks primarily related to its
offshore marine service vessel operations that are conducted from ports located
in the United Kingdom, where its functional currency is Pounds Sterling. To
protect the U.S dollar value of certain Pounds Sterling denominated net assets
of the Company from the effects of volatility in foreign exchange rates that
might occur prior to their conversion to U.S. dollars, the Company has entered
into forward exchange contracts. The Company considers these forward exchange
contracts as economic hedges of its net investment in the United Kingdom and
resulting gains or losses from those transactions are charged to Accumulated
Other Comprehensive Income in Stockholders' Equity. During the first quarter of
2001, the Company settled several Pounds Sterling forward exchange contracts,
which resulted in a realized gain of $131,000. At March 31, 2001, the Company
had one outstanding Pounds Sterling contract and the fair value, totaling
$659,000, is recorded in Other Current Liabilities in the accompanying
Consolidated Balance Sheet. At March 31, 2001, the Company recorded unrealized
losses to Accumulated Other Comprehensive Loss totaling $428,000, net of income
taxes.
3. Comprehensive Income --
For the three-month periods ended March 31, 2001 and 2000, total comprehensive
income was $11,174,000 and $8,527,000, respectively. Other comprehensive losses
in 2001 and 2000 primarily included losses from foreign currency translation
adjustments and were partially offset by unrealized holding gains on
available-for-sale securities.
4. Vessel Dispositions --
In the three-month period ended March 31, 2001, the Company sold six offshore
marine vessels. Net pre-tax gains from those sales and the disposition of other
equipment, totaled $1,930,000. Proceeds from certain vessel sales in the first
quarter of 2001 and fourth quarter of 2000, totaling $17,476,000, have been
deposited into joint depository construction reserve funds with the Maritime
Administration. Construction reserve fund accounts, reported as Restricted Cash
in the Condensed Consolidated Balance Sheets, have been established for purposes
of acquiring newly constructed U.S.-flag vessels and qualifying for the
Company's temporary deferral of taxable gains realized from the sale of certain
vessels.
4
5. Acquisitions --
In January 2001, the Company acquired all of the issued share capital of
Plaisance Marine, Inc. ("Plaisance Marine") that owns two mini-supply vessels
and acquired four additional mini-supply vessels from companies affiliated with
Plaisance (collectively the "Plaisance Fleet'"). Aggregate consideration paid
for the Plaisance Fleet and certain related spares and other assets was
approximately $20,100,000, including approximately $16,200,000 paid in cash, the
assumption of approximately $700,000 of debt, and the issuance of 71,577 shares
of SEACOR's common stock valued at approximately $3,200,000 upon signing the
letter of intent on November 22, 2000. Plaisance Marine and affiliated companies
are headquartered in Louisiana, and the Plaisance Fleet operates in the U.S.
Gulf of Mexico. In February 2001, the Company acquired two U.S. based towing
supply vessels from Rincon Marine, Inc., a U.S. based operator ("Rincon").
Aggregate consideration paid Rincon was approximately $19,700,000, including
approximately $6,100,000 in cash and the assumption of approximately $13,600,000
of debt. In February 2001, the Company completed the acquisition of all of the
issued share capital of Gilbert Cheramie Boats, Inc. and related companies
(collectively, "Cheramie"). The transaction involved purchase consideration of
approximately $62,700,000 paid in cash. Cheramie is headquartered in Golden
Meadow, Louisiana, and its fleet is dedicated to serving the oil and gas
industry in the U.S. Gulf of Mexico. Cheramie owns 11 mini-supply, 11 utility,
and 1 newly delivered offshore supply vessel. In addition, another offshore
supply vessel was constructed for and delivered to the Company in April 2001.
The costs of the Plaisance Marine and Cheramie acquisitions were allocated under
the purchase method of accounting based upon the fair value of the assets
acquired and liabilities assumed, plus amounts of transaction costs and the
related deferred tax effect of the acquisitions. Goodwill of approximately
$500,000 and $22,200,000, respectively, was recorded in connection with these
acquisitions and is being amortized to expense over 12 to 22 years. The proforma
effect of these acquisitions on the Company's results of operations was not
material.
6. Earnings Per Share --
Basic earnings per common share were computed based on the weighted average
number of common shares issued and outstanding during the relevant periods.
Diluted earnings per common share were computed based on the weighted average
number of common shares issued and outstanding plus all potentially dilutive
common shares that would have been outstanding in the relevant periods assuming
the vesting of restricted stock grants and the issuance of common shares for
stock options and convertible subordinated notes through the application of the
treasury stock and if-converted methods, respectively. Certain options and share
awards, totaling 83,030 and 18,123 in the first quarter of 2001 and 2000,
respectively, were excluded from the computation of diluted earnings per share
as the effect would have been antidilutive.
Per
Income Shares Share
------------- -------------- -------
FOR THE THREE MONTHS ENDED MARCH 31, 2001:
Basic Earnings Per Share -
Income Before Extraordinary Item................ $ 12,134,000 18,115,957 $ 0.67
=======
Effect of Dilutive Securities -
Options and Restricted Stock.................... - 277,833
Convertible Securities.......................... 1,262,000 3,150,748
------------- --------------
Diluted Earnings Per Share -
Income Available to Common Stockholders
Plus Assumed Conversions..................... $ 13,396,000 21,544,538 $ 0.62
============= ============== =======
FOR THE THREE MONTHS ENDED MARCH 31, 2000:
Basic Earnings Per Share -
Income Before Extraordinary Item................ $ 6,480,000 16,805,183 $ 0.39
=======
Effect of Dilutive Securities -
Options and Restricted Stock.................... - 211,232
Convertible Securities.......................... 1,650,000 4,127,269
------------- --------------
Diluted Earnings Per Share -
Income Available to Common Stockholders
Plus Assumed Conversions...................... $ 8,130,000 21,143,684 $ 0.39
============= ============== =======
7. Segment Data --
The Company aggregates its business activities into three operating segments:
marine, environmental, and drilling. These operating segments represent
strategic business units that offer different services. The marine service
segment charters support vessels to owners and operators of offshore drilling
rigs and production platforms both domestically and internationally. The
Company's marine service segment also offers logistics services, which include
shorebase, marine transport, and other supply chain management services in
support of offshore exploration and production operations. The environmental
service segment provides contractual oil spill response and other related
training and consulting services. The drilling service segment, which owns and
operates jackup drilling rigs, conducted its business affairs through Chiles
5
Offshore LLC ("Chiles Offshore"), an entity in which the Company owned a
majority ownership interest until its conversion into a corporation (with Chiles
Offshore renamed "Chiles Offshore Inc.") and completion of its initial public
offering of its common stock (the "Chiles IPO") on September 22, 2000. As a
consequence of the Chiles IPO, the Company's ownership interest in Chiles
Offshore was reduced to 27.3%. With less than 50% ownership interest, the
Company no longer consolidates Chiles Offshore and its consolidated
subsidiaries' financial condition, results of operations and cash flows and, as
of September 22, 2000, began accounting for its interest in Chiles Offshore
using the equity method.
The Company evaluates the performance of each operating segment based upon the
operating profit of the segment and includes gains and losses from the sale of
equipment and interest in 50% or less owned companies and equity in the earnings
(losses) of 50% or less owned companies but excludes minority interest in income
(loss) of subsidiaries, interest income and expense, gains and losses from the
sale of marketable securities and derivative transactions, corporate expenses,
and income taxes. Operating profit is defined as Operating Income as reported in
the Consolidated Statements of Operations excluding corporate expenses and
certain other income and expense items. The accounting policies of the operating
segments have not changed from those previously described in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000. The
table presented below sets forth operating revenue and profit by the Company's
various business segments, in thousands of dollars, and these results may differ
from separate financial statements of subsidiaries of the Company due to certain
elimination entries required in consolidation.
Other and
Marine Environmental Drilling Corporate Total
---------- -------------- ------------- ---------- -----------
For the Three Months Ended March 31, 2001:
Operating Revenues -
External Customers.............................. $ 84,473 $ 6,976 $ - $ 1,751(a) $ 93,200
Intersegment.................................... 146 - - (146) -
------------ -------------- ----------- ----------- ------------
Total......................................... $ 84,619 $ 6,976 $ - $ 1,605 $ 93,200
============ ============== =========== =========== ============
Operating Profit.................................. $ 14,146 $ 580 $ - $ 342 $ 15,068
Gains from Equipment Sales or Retirements, net.... 1,928 2 - - 1,930
Equity in Earnings (Losses) of 50% or Less Owned
Companies....................................... 2,243 (1) 1,457 (674) 3,025
Gain from Sale of Interest in a 50% or Less Owned
Company......................................... 100 - - - 100
Minority Interest in Income of Subsidiaries....... - - - (78) (78)
Interest Income................................... - - - 4,474 4,474
Interest Expense.................................. - - - (5,639) (5,639)
Derivative Losses, net............................ - - - (97) (97)
Gains from Sale of Marketable Securities, net..... - - - 1,127 1,127
Corporate Expenses................................ - - - (2,383) (2,383)
Income Taxes...................................... - - - (5,393) (5,393)
------------ -------------- ----------- ----------- ------------
Net Income...................................... $ 18,417 $ 581 $ 1,457 $ (8,321) $ 12,134
===============================================================================================================================
For the Three Months Ended March 31, 2000:
Operating Revenues -
External Customers............................. $ 60,079 $ 4,519 $ 8,346 $ - $ 72,944
Intersegment.................................... 137 - - (137) -
------------ -------------- ----------- ----------- ------------
Total......................................... $ 60,216 $ 4,519 $ 8,346 $ (137) $ 72,944
============ ============== =========== =========== ============
Operating Profit.................................. $ 6,724 $ 276 $ 2,829 $ - $ 9,829
Gains from Equipment Sales or Retirements, net.... 2,533 3 - - 2,536
Equity in Earnings (Losses) of 50% or Less Owned
Companies....................................... 703 176 - (1,181) (302)
Minority Interest in Loss of Subsidiaries......... - - - 228 228
Interest Income................................... - - - 3,988 3,988
Interest Expense.................................. - - - (6,942) (6,942)
Derivative Losses, net............................ - - - (401) (401)
Gains from Sale of Marketable Securities, net..... - - - 1,958 1,958
Corporate Expenses................................ - - - (1,337) (1,337)
Income Taxes...................................... - - - (3,077) (3,077)
------------ -------------- ----------- ----------- ------------
Net Income...................................... $ 9,960 $ 455 $ 2,829 $ (6,764) $ 6,480
===============================================================================================================================
(a) Revenues attributable to the Company's inland barge business, which
commenced operation in the third quarter of 2000.
8. Long-Term Debt --
During the first quarter of 2001, SEACOR called for redemption $100,000,000 of
the $181,600,000 aggregate principal amount outstanding of its 5 3/8%
Convertible Subordinated Notes Due November 15, 2006 (the "5 3/8% Notes"). The
redemption price was $1,029.90 per $1,000 principal amount of notes plus accrued
interest to the applicable redemption date. Holders of notes being called were
able to convert any or all of their notes into 22.7272 shares of SEACOR's common
stock per $1,000 principal amount of notes. The call, together with certain
privately negotiated transactions, resulted in the conversion of $86,241,000
6
principal amount of the 5 3/8% Notes into 1,992,028 shares of SEACOR's common
stock and redemption of $112,000 principal amount of the 5 3/8% Notes for
approximately $117,000 in the first quarter. An additional $12,925,000 principal
amount of the 5 3/8% Notes was converted into 293,737 shares of SEACOR's common
stock and $36,002,000 principal amount of the 5 3/8% Notes was redeemed for
approximately $37,853,000 in the second quarter.
Pursuant to an amended and restated standby purchase agreement between Credit
Suisse First Boston ("CSFB") and SEACOR, CSFB was obligated, subject to several
conditions, to purchase from SEACOR, at a purchase price of $46.26 per share,
the number of shares of SEACOR's common stock necessary to provide SEACOR with
the proceeds to pay the aggregate total redemption price of up to $100,000,000
face amount of the 5 3/8% Notes that SEACOR redeemed. In the second quarter,
CSFB purchased 216,170 shares of SEACOR's common stock to provide SEACOR with
proceeds to redeem $10,000,000 principal amount of the 5 3/8% Notes that were
called but not converted. Underwriting and legal and professional fees expensed
in the first quarter 2001, relating to unused availability under a standby
purchase agreement with CSFB, totaled $439,000.
SEACOR also entered into an equity forward transaction with Credit Suisse First
Boston International ("CSFBi"), an affiliate of CSFB, with respect to shares of
SEACOR's common stock that CSFB purchased from SEACOR under the standby purchase
agreement. The equity forward transaction provides that at maturity, which will
occur twelve months following the purchase by CSFB of shares of SEACOR's common
stock under the standby purchase agreement, SEACOR will elect to either purchase
the shares covered by the equity forward transaction from CSFBi at a purchase
price described below, or cash settle the transaction as described below. If
SEACOR elects to purchase the shares from CSFBi, it will pay a purchase price
equal to $46.26 (the purchase price under the standby purchase agreement) plus
interest calculated at LIBOR plus 115 basis points, from the date that CSFB
purchased those shares from SEACOR to the date that SEACOR purchases those
shares from CSFBi. If SEACOR elects to cash settle the transaction, then if the
value of the shares at maturity (determined on the basis of the net proceeds
that CSFBi is able to receive upon the sale of those shares in the open market)
exceeds the purchase price described above, then CSFBi will pay to SEACOR the
amount of such excess in cash at maturity. If the purchase price exceeds the
value of the shares at maturity, then SEACOR will pay to CSFBi the amount of
such excess in cash at maturity. SEACOR has the right to accelerate the maturity
of the equity forward transaction in whole or in part at any time upon prior
written notice to CSFBi. The equity forward transaction also contains customary
events of default and termination events following which either one or both
parties would have the right to terminate the transaction and make net cash
payments based on the net value of the transaction at the time of termination.
9. Commitments and Contingencies --
As of March 31, 2001, the Company was committed to the construction of 11
offshore support vessels for an approximate aggregate cost of $53,158,000 of
which $10,436,000 has been expended. These vessels are expected to enter service
within the next twelve months. At March 31, 2001, the Company was also committed
to the construction of 40 inland river hopper barges ("barges") at an
approximate aggregate cost of $9,900,000. The Company expects a certain number
of the barges to be purchased by third parties and managed by the Company. The
barges are expected to be delivered at various dates through June 2001. A joint
venture corporation in which the Company owns a 50% equity interest is committed
to the construction of one Handymax Dry-Bulk ship that is expected to enter
service in 2001. The cost to construct and place this ship into service will
approximate $19,500,000, of which 75% is expected to be financed from external
sources.
10. Subsequent Events --
On May 4, 2001, the Company completed the acquisition of all of the outstanding
share capital of Stirling Shipping Holdings Limited ("Stirling Shipping").
Purchase consideration was determined by the estimated adjusted net assets of
Stirling Shipping at closing and totaled approximately (pound)54,300,000
($77,100,000 based on exchange rates in effect and the price of SEACOR's common
stock at the closing of this transaction). The purchase consideration consisted
of (pound)29,900,000, or $43,000,000, in cash, (pound)14,700,000, or
$21,200,000, in one-year loan notes, and 285,852 shares of SEACOR's common
stock, valued at $12,900,000. To fund a portion of the Stirling Shipping
acquisition, the Company borrowed $25,000,000 under its unsecured reducing
revolving credit facility with Den norske Bank ASA that was established in
November 1998. Stirling Shipping's long term debt at closing was approximately
(pound)43,000,000, or $61,900,000. The total consideration is subject to
adjustment based on finalization of Stirling Shipping's closing balance sheet.
Through its acquisition of Stirling Shipping, the Company acquired 12 offshore
support vessels currently working in the North Sea, including 9 supply and 3
anchor handling towing supply vessels, and contracts for the construction of 2
anchor handling towing supply vessels. The new construction vessels will be
built in the UK and are scheduled for delivery during the first half of 2002.
The Company intends to retain Stirling Shipping's management and vessel crews.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements discussed in Item 2 (Management's Discussion and Analysis of
Financial Condition and Results of Operations) and Item 3 (Quantitative and
Qualitative Disclosures About Market Risk) and elsewhere in this Form 10-Q
constitute "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: general
economic and business conditions, the cyclical nature of our business, adequacy
of insurance coverage, currency exchange fluctuations, changes in foreign
political, military and economic conditions, the ongoing need to replace aging
vessels, dependence of spill response revenue on 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, industry fleet capacity,
changes in foreign and domestic oil and gas exploration and production activity,
competition, regulatory initiatives, customer preferences, marine-related risks,
and various other matters, many of which are beyond the Company's control and
other factors as are described at the end of Item 7 (Management's Discussion and
Analysis of Financial Condition and Results of Operations) of the Company's Form
10-K for the fiscal year ended December 31, 2000. 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.
Offshore Marine Services
The Company provides marine transportation, logistics, and related services
largely dedicated to supporting offshore oil and gas exploration and production.
Marine transportation services are provided through the operation, domestically
and internationally, of offshore support vessels. The Company's vessels deliver
cargo and personnel to offshore installations, tow and handle the anchors of
drilling rigs and other marine equipment, support offshore construction and
maintenance work, and provide standby safety support. The Company's vessels are
also used for special projects, such as well stimulation, seismic data
gathering, freight hauling, line handling, salvage, and oil spill emergencies.
Logistics services include shorebase, marine transport, and other supply chain
management services in support of offshore exploration and production
operations.
Operating revenues are primarily affected by the number of vessels owned and
bareboat and time chartered-in as well as rates per day worked and utilization
of the Company's fleet.
Opportunities to buy and sell vessels are actively monitored by the Company to
maximize overall fleet utility and flexibility. Expansion has been achieved
principally through the purchase of offshore support vessels from its
competitors, construction of new vessels, and equity holdings in joint ventures
that own offshore support vessels. The Company has also sold many vessels from
its fleet, particularly those that were less marketable serving the Company's
ordinary operations. Since 1997, proceeds from certain vessel sales have been
deposited into restricted cash accounts for purposes of acquiring newly
constructed U.S.-flag vessels and qualifying the Company for temporary deferral
of taxable gains realized from the vessel sales. During the first quarter of
2001, the Company continued fleet expansion with the acquisition of 17
mini-supply, 11 utility, and 3 supply and towing supply vessels. During the
first quarter of 2001, the Company also sold 3 crew and 3 utility vessels and
removed 3 standby safety vessels from service that are held for sale.
From time to time, the Company bareboat or time charters-in vessels. A bareboat
charter is a vessel lease under which the lessee ("charterer") is responsible
for all crewing, insurance, and other operating expenses, as well as the payment
of bareboat charter hire to the providing entity. A time charter is a lease
under which the entity providing the vessel is responsible for all crewing,
insurance, and other operating expenses and the charterer only pays a time
charter hire fee to the providing entity. Operating revenues for vessels owned
and bareboat or time chartered-in are incurred at similar rates. However,
operating expenses associated with vessels bareboat and time chartered-in
include charter hire expenses that, in turn, are included in vessel expenses,
but exclude depreciation expense.
At various times, the Company provides management services to other vessel
owners. Charter revenues and vessel expenses of such managed vessels are not
generally included in the Company's operating results, but the Company does
8
recognize a management fee in operating revenue.
The Company also bareboat charters-out vessels. Operating revenues for these
vessels are lower than for vessels owned and operated or bareboat chartered-in
by the Company, because vessel expenses, normally recovered through charter
revenue, are the burden of the charterer. Operating expenses include
depreciation expense if vessels owned by the Company are chartered-out. At March
31, 2001, there were 17 vessels bareboat chartered-out, including 7 and 3
vessels operated by the Company's joint ventures and environmental service
segment, respectively.
The table below sets forth the Company's fleet structure at the dates indicated:
At March 31,
-------------------------------
Fleet Structure 2001 2000
- --------------------------------------------- --------------- --------------
Owned...................................... 249 217
Bareboat and Time Chartered-In............. 18 26
Managed.................................... 5 -
Joint Ventures and Pools:
TMM Joint Venture...................... 18 14
SMIT Joint Venture..................... 14 15
Pelican Joint Venture.................. 7 -
Other Joint Ventures................... 8 6
SEAVEC Pool............................ - 4
Avian Fleet Pool....................... 5 5
--------------- --------------
Overall Fleet....................... 324 287
=============== ==============
Rates per day worked and utilization of the Company's fleet are a function of
demand for and availability of offshore support vessels, which is closely
aligned with the level of exploration and development of offshore areas. The
level of exploration and development of offshore areas is affected by both
short-term and long-term trends in oil and gas prices which, in turn, are
related to the demand for petroleum products and the current availability of oil
and gas resources. The table below sets forth rates per day worked and
utilization data for the Company's fleet during the periods indicated.
Three Months Ended March 31,
-------------------------------
2001 2000
--------------- --------------
Rates per Day Worked ($): (1) (2)
Supply and Towing Supply................ 6,897 4,846
Anchor Handling Towing Supply........... 12,729 11,515
Crew.................................... 3,120 2,521
Standby Safety ......................... 5,194 5,684
Utility and Line Handling............... 1,734 1,632
Mini-Supply(3).......................... 2,758 2,028
Geophysical, Freight, and Other......... 5,413 5,880
Overall Fleet........................ 4,543 3,674
Overall Utilization (%): (1)
Supply and Towing Supply................ 85.6 60.7
Anchor Handling Towing Supply........... 79.5 68.4
Crew.................................... 97.1 93.1
Standby Safety.......................... 85.6 53.2
Utility and Line Handling............... 49.9 53.1
Mini-Supply(3).......................... 92.9 89.4
Geophysical, Freight, and Other......... 64.1 50.0
Overall Fleet........................ 79.4 69.8
- ---------------------
(1) Rates per day worked is the ratio of total charter revenue to the total
number of vessel days worked. Rates per day worked and overall
utilization figures exclude owned vessels that are bareboat
chartered-out, vessels owned by corporations that participate in
pooling arrangements with the Company, joint venture vessels, and
managed/operated vessels and include vessels bareboat and time
chartered-in by the Company.
(2) Revenues for certain of the Company's vessels, primarily its standby
safety vessels, are earned in foreign currencies, primarily Pounds
Sterling, and have been converted to U.S. dollars at the weighted
average exchange rate for the periods indicated.
(3) Effective January 1, 2001, the Company began reporting a new class of
vessel denoted Mini-Supply. As a result, seven utility and one supply
vessel in the quarter ended March 31, 2000 were reclassified as
Mini-Supply. Utilization and rate per day worked statistics were
adjusted for both periods reported to reflect this change in
classification.
Vessel operating expenses are primarily a function of fleet size and utilization
levels. The most significant vessel operating expense items are wages paid to
marine personnel, maintenance and repairs, and marine insurance. In addition to
variable vessel operating expenses, the offshore marine business segment incurs
fixed charges related to the depreciation of property and equipment.
Depreciation is a significant operating expense, and the amount related to
vessels is the most significant component.
Certain of the Company's revenues and expenses, primarily related to the
Company's North Sea operations, are received or paid in foreign currencies. For
financial statement reporting purposes, these amounts are translated into U.S.
9
dollars at the weighted average exchange rates during the relevant period.
Overall, approximately 37% of the Company's offshore marine operating revenues
was derived from foreign operations (in U.S. dollars or foreign currencies) in
the three-month period ended March 31, 2001.
The Company's foreign offshore marine operations are subject to various risks
inherent in conducting business in foreign nations. These risks include, among
others, political instability, potential vessel seizure, nationalization of
assets, fluctuating currency values, hard currency shortages, controls of
currency exchange, the repatriation of income or capital, import-export quotas,
and other forms of public and governmental regulation, all of which are beyond
the control of the Company. Although, historically, the Company's operations
have not been affected materially by such conditions or events, it is not
possible to predict whether any such conditions or events might develop in the
future. The occurrence of any one or more of such conditions or events could
have a material adverse effect on the Company's financial condition and results
of operations.
Regulatory drydockings, which are a substantial component of marine maintenance
and repair costs, are expensed when incurred. Under applicable maritime
regulations, offshore support vessels must be drydocked twice in a five-year
period for inspection and routine maintenance and repair. The Company follows an
asset management strategy pursuant to which it defers required drydocking of
selected offshore support vessels and voluntarily removes these vessels from
operation during periods of weak market conditions and low rates per day worked.
Should the Company undertake a large number of drydockings in a particular
fiscal quarter or put through survey a disproportionate number of older vessels,
which typically have higher drydocking costs, comparative results may be
affected. For the three-month periods ended March 31, 2001 and 2000, drydocking
costs totaled $3.0 million and $1.1 million, respectively. During those same
periods, the Company completed the drydocking of 26 and 15 vessels,
respectively. At March 31, 2001, the Company had 28 vessels out of service,
including 22 U.S. based utility vessels that require drydocking prior to
re-entering operations.
Operating results are also affected by the Company's participation in various
joint ventures. The Company has formed or acquired interests in offshore marine
joint ventures and entered into pooling arrangements with various third parties
to enter new markets, enhance its marketing capabilities, and facilitate
operations in certain foreign markets. These arrangements allow the Company to
expand its fleet while diversifying the risks and reducing the capital outlays
associated with independent fleet expansion. The Company also participates in a
logistics joint venture whose mission has been to provide shorebase, marine
transport, and other supply chain management services in support of offshore
exploration and production operations principally in the U.S. Gulf of Mexico.
Exploration and drilling activities, which affect the demand for vessels, are
influenced by a number of factors, including the current and anticipated prices
of oil and natural gas, the expenditures by oil and gas companies for
exploration and development, and the availability of drilling rigs. In addition,
demand for drilling services remains dependent on a variety of political and
economic factors beyond the Company's control, including worldwide demand for
oil and natural gas, the ability of the Organization of Petroleum Exporting
Countries ("OPEC") to set and maintain production levels and pricing, the level
of production of non-OPEC countries, and the policies of various governments
regarding exploration and development of their oil and natural gas reserves.
Environmental Services
The Company's environmental service business provides contractual oil spill
response and other related training and consulting services. The Company's
clients include tank vessel owner/operators, refiners and terminal operators,
exploration and production facility operators and pipeline operators. The
Company charges a retainer fee to its customers for ensuring by contract the
availability (at predetermined rates) of its response services and equipment.
Retainer services include employing a staff to supervise response to an oil
spill emergency and maintaining specialized equipment, including marine
equipment, in a ready state for emergency and spill response as contemplated by
response plans filed by the Company's customers in accordance with the Oil
Pollution Act of 1990, as amended, and various state regulations. The Company
maintains relationships with numerous environmental sub-contractors to assist
with response operations, equipment maintenance, and provide trained personnel
for deploying equipment in a spill response.
Pursuant to retainer agreements entered into with the Company, certain vessel
owners pay in advance to the Company an annual retainer fee based upon the
number and size of vessels in each such owner's fleet and in some circumstances
pay the Company additional fees based upon the level of each vessel owner's
voyage activity in the U.S. The Company recognizes the greater of revenue earned
by voyage activity or the portion of the retainer earned in each accounting
period. Certain vessel and facility owners pay a fixed fee or a fee based on
volume of petroleum product transported for the Company's retainer services and
such fee is recognized ratably throughout the year. The Company's retainer
10
agreements with vessel owners generally range from one to three years while
retainer arrangements with facility owners are as long as ten years.
Spill response revenue is dependent on the magnitude of any one spill response
and the number of spill responses within a given fiscal period. Consequently,
spill response revenue can vary greatly between comparable periods and the
revenue from any one period is not indicative of a trend or of anticipated
results in future periods. Costs of oil spill response activities relate
primarily to (i) payments to sub-contractors for labor, equipment and materials,
(ii) direct charges to the Company for equipment and materials, (iii)
participation interests of others in gross profits from oil spill response, and
(iv) training and exercises related to spill response preparedness.
The Company charges consulting fees to customers for customized training
programs, its planning of and participation in customer oil spill response drill
programs and response exercises, and other special projects.
The principal components of the Company's operating costs are salaries and
related benefits for operating personnel, payments to sub-contractors, equipment
maintenance, and depreciation. These expenses are primarily a function of
regulatory requirements and the level of retainer business.
In 1996, NRC expanded its coverage area to include the West Coast of the United
States through Clean Pacific Alliance ("CPA"), a joint venture with Crowley
Marine Services. On November 30, 2000, NRC purchased Crowley Marine's 50%
interest in CPA and began a termination and winding up process. As of that date,
all of CPA's obligations under existing contracts were assumed by NRC. CPA will
be dissolved upon completion of the termination and winding up of its affairs.
Investment in Drilling Services Business
The Company consolidated the reporting of financial information of drill rig
operator Chiles Offshore LLC, due to the Company's majority ownership, from its
inception in 1997 until its initial public offering of common stock (the "Chiles
IPO") on September 22, 2000. On that date, Chiles Offshore LLC converted into a
corporation, was renamed Chiles Offshore Inc. ("Chiles Offshore"), and completed
the Chiles IPO. As a consequence of the Chiles IPO, the Company's ownership
interest in Chiles Offshore was reduced from 55.4% to 27.3%. Because its
ownership interest declined below 50%, the Company no longer consolidates Chiles
Offshore and its consolidated subsidiaries' ("Chiles") financial condition,
results of operations, and cash flows and, as of September 22, 2000, began
accounting for its interest in Chiles using the equity method.
Chiles operated as a development stage company from its inception and until July
1999, devoting substantially all its efforts constructing rigs, raising capital,
and securing contracts for its rigs. In 1997, Chiles commenced construction of
two ultra-premium jackup drilling rigs, the Chiles Columbus and the Chiles
Magellan, which were delivered to Chiles in May 1999 and October 1999,
respectively. Since its delivery and final commissioning in April 2000, Chiles
bareboat chartered-in and operated the jackup drilling rig, Tonala.
The number of rigs Chiles operates is a function of rigs delivered to service
through its capital construction program and rigs placed in operation under
charter. Chiles typically operates its rigs on well-to-well contracts that last
approximately 30 to 90 days. Presently, Chiles contracts and operates its rigs
in the U.S. Gulf of Mexico. Chiles has two rigs under construction, one that is
expected to be completed during the second quarter of 2002, and one that is
expected to be completed during the third quarter of 2002.
Chiles derives its revenue primarily from drilling wells for oil and gas
operators pursuant to drilling contracts. These drilling contracts typically
provide for base day rates, which may be subject to adjustments based on
performance incentives. Fees and expenses for transporting Chiles' rigs between
sites are included in revenues and expenses. For the three-month periods ended
March 31, 2001 and 2000, utilization was 100% for Chiles' rigs and the effective
average day rate was $68,926 and $46,863, respectively. In calculating the
effective average day rates, Chiles divides revenues earned by its rigs during
the period by the total number of days in the period. In addition, Chiles'
effective average day rates include any bonuses, which may be triggered by
achieving performance and safety targets in some of Chiles' contracts and
mobilization revenue.
Chiles' rig operating expenses primarily consist of crew, insurance, and repair
and maintenance costs.
General and administrative expenses primarily consist of management,
administration, marketing, finance, and legal expenses.
Other Investments
In 1998, the Company acquired an interest in the predecessor of Globe Wireless
LLC ("Globe Wireless") and now owns approximately 38% of its voting units. Globe
11
Wireless is a provider of advanced marine telecommunication services using
satellite and high frequency radio technologies. It owns and operates a
worldwide network of high frequency radio stations to offer email, data
transfer, and telex services to ships at a much lower cost than competing
satellite services. The Company believes that Globe Wireless offers the only
such service combining radio, satellite, and internet communications to the
maritime community.
In the fourth quarter of 2000, the Company acquired 23 newly constructed inland
river hopper barges ("barges") and SCF Corporation, a company that owned and
operated barges. At March 31, 2001, the Company owned 81 barges and a 50%
interest in a partnership that owned 11 barges and managed 210 barges for third
parties.
In addition, the Company, from time to time, makes investments in other related
businesses.
Results of Operations
The following table sets forth operating revenue and operating profit by the
Company's various business segments for the periods indicated, in thousands of
dollars.
Other and
Marine Environmental Drilling Corporate Total
--------------------------------------- ---------- ------------
Three Months Ended March 31, 2001:
Operating Revenues -
External Customers.............................. $ 84,473 $ 6,976 $ - $ 1,751(a) $ 93,200
Intersegment.................................... 146 - - (146) -
------------ -------------- ----------- ----------- ------------
Total......................................... $ 84,619 $ 6,976 $ - $ 1,605 $ 93,200
============ ============== =========== =========== ============
Operating Profit.................................. $ 14,146 $ 580 $ - $ 342 $ 15,068
Gains from Equipment Sales or Retirements, net.... 1,928 2 - - 1,930
Equity in Earnings (Losses) of 50% or Less Owned
Companies....................................... 2,243 (1) 1,457 (674) 3,025
Gain from Sale of Interest in a 50% or Less Owned
Company......................................... 100 - - - 100
Minority Interest in Income of Subsidiaries....... - - - (78) (78)
Net Interest Expense.............................. - - - (1,165) (1,165)
Derivative Losses, net............................ - - - (97) (97)
Gains from Sale of Marketable Securities, net..... - - - 1,127 1,127
Corporate Expenses................................ - - - (2,383) (2,383)
Income Taxes...................................... - - - (5,393) (5,393)
------------ -------------- ----------- ----------- ------------
Net Income...................................... $ 18,417 $ 581 $ 1,457 $ (8,321) $ 12,134
===============================================================================================================================
Three Months Ended March 31, 2000:
Operating Revenues -
External Customers.............................: $ 60,079 $ 4,519 $ 8,346 $ - $ 72,944
Intersegment.................................... 137 - - (137) -
------------ -------------- ----------- ----------- ------------
Total......................................... $ 60,216 $ 4,519 $ 8,346 $ (137) $ 72,944
============ ============== =========== =========== ============
Operating Profit.................................. $ 6,724 $ 276 $ 2,829 $ - $ 9,829
Gains from Equipment Sales or Retirements, net.... 2,533 3 - - 2,536
Equity in Earnings (Losses) of 50% or Less Owned
Companies....................................... 703 176 - (1,181) (302)
Minority Interest in Loss of Subsidiaries......... - - - 228 228
Net Interest Expense.............................. - - - (2,954) (2,954)
Derivative Losses, net............................ - - - (401) (401)
Gains from Sale of Marketable Securities, net..... - - - 1,958 1,958
Corporate Expenses................................ - - - (1,337) (1,337)
Income Taxes...................................... - - - (3,077) (3,077)
------------ -------------- ----------- ----------- ------------
Net Income...................................... $ 9,960 $ 455 $ 2,829 $ (6,764) $ 6,480
===============================================================================================================================
(a) Revenues attributable to the Company's inland barge business, which
commenced operation in the third quarter of 2000.
Offshore Marine Services
Operating Revenue. The Company's offshore marine service segment's operating
revenues increased $24.4 million, or 41%, in the three-month period ended March
31, 2001 compared to the three-month period ended March 31, 2000. Operating
revenues rose due primarily to the entry into service of vessels acquired by and
constructed for the Company and higher rates per day worked and fleet
utilization. These increases were partially offset by a decline in operating
revenues due to vessel dispositions.
The acquisition and construction of 17 standby safety, 17 mini-supply, 11
utility, 6 supply and towing supply, 2 crew, and 1 anchor handling towing supply
vessel resulted in a $14.5 million increase in operating revenues between
comparable three-month periods.
12
Higher rates per day worked resulted in an increase in operating revenues of
approximately $6.8 million between comparable three-month periods. The increase
resulted primarily from higher rates per day worked earned by the Company's U.S.
crew and supply and towing supply vessels. Rates also increased in the U.S.
utility and mini-supply fleets, in the West African supply and towing supply and
crew fleets, in the North Sea supply and towing supply fleets, and for all
classes of vessels working in other foreign regions. These increases were
partially offset by a decline in rates per day worked in the U.S. anchor
handling towing supply and North Sea standby safety fleets.
Higher utilization resulted in an increase in operating revenues of
approximately $5.7 million between comparable three-month periods. The increase
resulted primarily from an improvement in the utilization of the Company's West
African supply and towing supply and U.S. anchor handling towing supply and
supply and towing supply fleets. Utilization also improved in the North Sea
supply and towing supply fleet, in the U.S. crew, project, and mini-supply
fleets, and for all classes of vessels working in other foreign regions.
The sale and charter-in expiration of 10 supply and towing supply, 3 anchor
handling towing supply, 3 utility, 2 standby safety, and 1 crew vessel resulted
in a decline of operating revenues of approximately $3.3 million.
Operating Profit. The Company's offshore marine business segment's operating
profit increased $7.4 million, or 110%, in the three-month period ended March
31, 2001 compared to the three-month period ended March 31, 2000 due primarily
to those factors affecting operating revenues outlined above. The increase in
operating profit was offset by higher operating expenses that resulted primarily
from (i) an increase in crew wages paid to seamen working domestically in
response to competition for qualified personnel, (ii) higher costs associated
with repairs and maintenance of main engines and deck and winch equipment, (iii)
a greater number of vessels undergoing drydockings, and (iv) the sale and
leaseback of several vessels.
Gains from Equipment Sales or Retirements, net. Net gains from equipment sales
or retirements decreased $0.6 million in the three-month period ended March 31,
2001 compared to the three-month period ended March 31, 2000. During the first
quarter 2001, three crew and three utility vessels were sold. During the first
quarter 2000, the vessels sold included four utility, one crew, and one supply
vessel.
Equity in Earnings (Losses) of 50% or Less Owned Companies. Equity earnings
increased $1.5 million in the three-month period ended March 31, 2001 compared
to the three-month period ended March 31, 2000. Equity earnings rose due to
higher profits (including a gain from the sale of a vessel) earned by certain
joint ventures in which the Company acquired an interest pursuant to a 1996
transaction with SMIT Internationale N.V. ("SMIT"), and the commencement of
operations of a joint venture in Southeast Asia. In December 2000, the Company
entered into a joint venture owned 50% by each of the Company and Penguin Boat
International Limited, a Singapore corporation. The joint venture, Pelican
Offshore Services Pte Ltd, also a Singapore corporation, owns six and
charters-in one newly built fast support intervention vessels (also known as
multipurpose crew vessels).
Environmental Services
Operating Revenue. The environmental business segment's operating revenue
increased $2.5 million, or 54%, in the three-month period ended March 31, 2001
compared to the three-month period ended March 31, 2000 due primarily to the
increase in severity of oil spills managed by the Company and the addition of a
major West Coast terminal client, which generated additional retainer revenue.
Operating Profit. The environmental business segment's operating profit
increased $0.3 million, or 110%, in the three-month period ended March 31, 2001
compared to the three-month period ended March 31, 2000 due primarily to the
factors affecting operating revenues as outlined above.
Equity in Earnings (Losses) of 50% or Less Owned Companies. Equity earnings
decreased $0.2 million in the three-month period ended March 31, 2001 compared
to the three-month period ended March 31, 2000. On November 30, 2000, NRC
purchased Crowley Marine's 50% interest in CPA and began a termination and
winding up process. As of that date, all of CPA's obligations under existing
contracts were assumed by NRC. CPA will be dissolved upon completion of the
termination and winding up of its affairs.
Drilling Services
As a consequence of the Chiles IPO, the Company's ownership interest in Chiles
Offshore was reduced from 55.4% to 27.3% and consequently, because its ownership
interest declined below 50%, the Company no longer consolidates Chiles'
financial condition, results of operations, and cash flows. As of September 22,
2000, the Company began accounting for its interest in Chiles using the equity
method.
13
Other
Equity in Earnings (Losses) of 50% or Less Owned Companies. Equity losses
decreased $0.5 million in the three-month period ended March 31, 2001 compared
to the three-month period ended March 31, 2000. The decline in equity losses was
due primarily to a $0.9 million increase in a joint venture's earnings resulting
primarily from the sale of a Handymax Dry-Bulk ship. This decline in equity
losses was partially offset by the Company's recognition of its share of higher
operating losses of Globe Wireless.
Net Interest Expense. Net interest expense declined $1.8 million in the
three-month period ended March 31, 2001 compared to the three-month period March
31, 2000 due primarily to reduced indebtedness following the deconsolidation of
Chiles Offshore in September 2000 and a reduction in outstanding indebtedness
resulting from the redemption of $86.3 million principal amount of the 5 3/8%
Convertible Subordinated Notes Due 2006 (the 5 3/8% Notes") in the first quarter
of 2001. See "Liquidity and Capital Resources -- Credit Facilities -- 5 3/8%
Notes" for additional discussion.
Gains from Sale of Marketable Securities, net. Net gains from the sale of
marketable securities decreased $0.8 million in the three-month period ended
March 31, 2001 compared to the three-month period ended March 31, 2000. In both
periods, the Company realized net gains primarily from the sale of equity
securities.
Corporate Expenses. In the three-month period ended March 31, 2001 compared to
the three-month period ended March 31, 2000, corporate expenses increased $1.0
million. First quarter 2001 results included underwriting fees and legal and
professional expenses relating to unused availability under a standby purchase
agreement with Credit Suisse First Boston ("CSFB") in connection with the
redemption of certain of the Company's 5 3/8% Notes and higher costs resulting
from an increase in the number of filings with the Securities and Exchange
Commission. See "Liquidity and Capital Resources -- Credit Facilities -- 5 3/8%
Notes" for additional discussion.
Liquidity and Capital Resources
General
The Company's ongoing liquidity requirements arise primarily from its need to
service debt, fund working capital, acquire, construct, or improve equipment and
make other investments. Management believes that cash flow from operations will
provide sufficient working capital to fund the Company's operating needs. The
Company may, from time to time, issue shares of its common stock, preferred
stock, debt or a combination thereof, or sell vessels to finance the acquisition
of equipment and businesses or make improvements to existing equipment.
The Company's cash flow levels and operating revenues are determined primarily
by the size of the Company's offshore marine fleet, rates per day worked and
overall utilization of the Company's offshore marine fleet, and retainer, spill
response, and consulting activities of the Company's environmental service
business. The Company's offshore marine business is directly affected by the
volatility of oil and gas prices, the level of offshore production and
exploration activity, and other factors beyond the Company's control.
Cash and Marketable Securities
Since December 31, 2000, the Company's cash and investments in marketable
securities decreased by $74.2 million. At March 31, 2001, cash and marketable
securities totaled $273.0 million, including $173.7 million of unrestricted cash
and cash equivalents, $40.3 million of marketable securities, and $59.0 million
of restricted cash. Restricted cash at March 31, 2001 is intended for use in
defraying costs to construct U.S.-flag offshore marine vessels for the Company.
At March 31, 2001, the Company had funded $33.8 million in offshore marine
vessel construction costs from unrestricted cash balances, and subject to prior
written approval from the Maritime Administration, the Company expects such
amounts to be reimbursed from its restricted cash accounts.
Cash Generation and Deployment
Operating Activities. Cash flow provided from operating activities during the
three-month period ended March 31, 2001 totaled $11.8 million and increased
46.1% between comparable quarters due primarily to an increase in the size,
rates per day worked, and utilization of the Company's offshore marine fleet.
Investing and Financing Activities. During the three-month period ended March
31, 2001, the Company generated $64.5 million from investing and financing
activities. Available-for-sale securities were sold for $55.5 million. Six
offshore support vessels were sold for $4.7 million. Additional cash was
generated primarily from the sale of the Company's investment in a 50% or less
owned offshore marine service segment subsidiary, principal payments received on
14
notes due from 50% or less owned subsidiaries, and dividends received from an
offshore marine service segment joint venture.
During the three-month period ended March 31, 2001, the Company used $125.9
million in its investing and financing activities. The Company paid $60.7
million to acquire corporations that own offshore support vessels. Capital
expenditures for property and equipment, primarily related to the acquisition of
offshore support vessels, totaled $31.5 million. Restricted cash balances rose
by $18.2 million due to deposits into vessel joint depository construction
reserve fund accounts generated from the sale of offshore support vessels.
Marketable securities were acquired for $12.1 million and certain indebtedness
was repaid.
Stock and Debt Repurchase Program
Pursuant to a stock and debt repurchase program, the Company may repurchase its
common stock, 5 3/8% Notes, and 7.2 % Senior Notes Due 2009 (the "7.2% Notes)
(collectively, the "SEACOR Securities"). Repurchases of SEACOR Securities will
be effected from time to time through open market purchases, privately
negotiated transactions, or otherwise, depending on market conditions. At March
31, 2001, the Company had approximately $37.4 million of available authority for
the repurchase of SEACOR Securities.
Capital Structure
At March 31, 2001, the Company's capital structure was comprised of $306.4
million in long-term debt (including current portion and convertible
subordinated notes committed to be redeemed) and $654.2 million in stockholders'
equity. Since year end, long-term debt declined due primarily to the conversion
of $86.2 million principal amount of the 5 3/8% Notes in exchange for 1,992,028
shares of common stock and redemption of $0.1 million principal amount of the 5
3/8% Notes for approximately $0.1 million and the Company's regularly scheduled
repayment of certain outstanding indebtedness. These decreases were partially
offset by the assumption of debt, totaling $13.6 million, in connection with the
acquisition of two offshore support vessels. Stockholders' equity increased
since year-end due primarily to the conversion of certain of the 5 3/8% Notes
into common stock, an increase in retained earnings from net income, the
issuances of common stock from treasury in connection with the acquisition of an
offshore support vessel owning corporation and the Company's employee stock
purchase plan. This increase was partially offset by an increase in other
comprehensive losses that resulted primarily from losses from foreign currency
translation adjustments and the amortization of restricted stock.
Capital Expenditures
As of March 31, 2001, the Company was committed to the construction of 8 crew, 2
mini-supply, and 1 towing supply vessel for an approximate aggregate cost of
$53.2 million of which $10.4 million has been expended. The vessels are expected
to enter service within the next twelve months. At March 31, 2001, the Company
was also committed to the construction of 40 barges at an approximate aggregate
cost of $9.9 million. The Company expects a certain number of the barges to be
purchased by third parties and managed by the Company. The barges are expected
to be delivered at various dates through June 2001. A joint venture corporation,
in which the Company owns a 50% equity interest, is committed to the
construction of one Handymax Dry-Bulk ship that is expected to enter service in
2001. The cost to construct and place this ship into service will approximate
$19.5 million, of which 75% is expected to be financed from external sources.
Credit Facilities
DnB Credit Facility. Under the terms of an unsecured reducing revolving credit
facility (the "DnB Credit Facility") with Den norske Bank ASA ("DnB") that was
established in November 1998, the Company may borrow up to $100.0 million
aggregate principal amount (the "Maximum Committed Amount") of unsecured
reducing revolving credit loans maturing on November 17, 2004. The Maximum
Committed Amount will automatically decrease semi-annually by 4.54% beginning
November 17, 1999, with the balance payable at maturity. Outstanding borrowings
will bear interest at annual rates ranging from 45 to 110 basis points (the
"Margin") above LIBOR. The Margin is determined quarterly and varies based upon
the percentage the Company's funded debt bears to earnings before interest,
taxes, depreciation, and amortization ("EBITDA"), as defined, and/or the credit
rating maintained by Moody's and Standard & Poor's, if any. The DnB Credit
Facility requires the Company, on a consolidated basis, to maintain a minimum
ratio of vessels' values to Maximum Committed Amount, as defined, a minimum cash
and cash equivalent level, a specified interest coverage ratio, specified debt
to capitalization ratios, and a minimum net worth. The DnB Credit Facility
limits the amount of secured indebtedness that the Company and its subsidiaries
may incur, provides for a negative pledge with respect to certain activities of
the Company's vessel owning/operating subsidiaries, and restricts the payment of
15
dividends. At March 31, 2001, there were outstanding letters of credit issued by
DnB on behalf of the Company totaling $5.5 million and the amount available for
future borrowings under the DnB Credit Facility totaled $80.9 million. See
"Stirling Shipping Acquisition" for additional information.
5.467% Notes. Pursuant to a February 1998 letter agreement between the Company
and SMIT, the Company agreed to prepay certain contingent obligations for
additional purchase consideration that would otherwise have been payable to SMIT
in 1999 pursuant to a certain Asset Purchase Agreement dated December 19, 1996,
by and among the Company and SMIT (the "SMIT Transaction"). The prepayment
included the issuance, effective January 1, 1999, of five-year subordinated
promissory notes in the aggregate principal amount of $23.2 million, which notes
will bear interest at 5.467% per annum payable quarterly in arrears.
7.2% Notes. At March 31, 2001, the Company had outstanding $147.5 million
aggregate principal amount of its 7.2% Notes. Interest on the 7.2% Notes is
payable semi-annually on March 15 and September 15 of each year commencing March
15, 1998. The 7.2% Notes may be redeemed at any time at the option of the
Company, in whole or from time to time in part, at a price equal to 100% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of redemption plus a Make-Whole Premium, if any, relating to the then prevailing
Treasury Yield and the remaining life of the 7.2% Notes. The 7.2% Notes were
issued under an indenture that contains covenants including, among others,
limitations on liens and sale and leasebacks of certain Principal Properties, as
defined therein, and certain restrictions on the Company consolidating with or
merging into any other Person.
5 3/8% Notes. At March 31, 2001, the Company had outstanding $95.3 million
aggregate principal amount of its 5 3/8% Notes that were issued pursuant to a
private placement and the SMIT Transaction in 1996. The 5 3/8% Notes are
convertible, in whole or part, at the option of the holder at any time prior to
the close of business on the business day next preceding November 15, 2006,
unless previously converted into shares of common stock at a conversion price of
$44.00 per share (equivalent to a conversion rate of 22.7272 shares of common
stock per $1,000 principal amount of the 5 3/8% Notes), subject to adjustment in
certain circumstances. The 5 3/8% Notes are redeemable at the Company's option
at any time on or after November 24, 1999 at the redemption prices specified
therein, together with accrued and unpaid interest to the repurchase date. The 5
3/8% Notes are general unsecured obligations of the Company, subordinated in
right of payment to all senior indebtedness of the Company and effectively
subordinated in right of payment to all indebtedness and other obligations and
liabilities and any preferred stock of the Company's subsidiaries. Also,
pursuant to the SMIT Transaction, the Company entered into certain lease
purchase agreements which obligate the Company to purchase two vessels from SMIT
with cash and $6.75 million principal amount of the 5 3/8% Notes in December
2001.
During the first quarter of 2001, SEACOR called for redemption $100.0 million of
the $181.6 million aggregate principal amount outstanding of its 5 3/8% Notes.
The call, together with certain privately negotiated transactions, resulted in
the conversion of $86.2 million principal amount of the 5 3/8% Notes into
1,992,028 shares of SEACOR's common stock and redemption of $0.1 million
principal amount of the 5 3/8% Notes for approximately $0.1 million in the first
quarter. An additional $12.9 million principal amount of the 5 3/8% Notes was
converted into 293,737 shares of SEACOR's common stock and $36.0 million
principal amount of the 5 3/8% Notes was redeemed for approximately $37.9
million in the second quarter.
Pursuant to an amended and restated standby purchase agreement between CSFB and
SEACOR, CSFB was obligated, subject to several conditions, to purchase from
SEACOR, at a purchase price of $46.26 per share, the number of shares of
SEACOR's common stock necessary to provide SEACOR with the proceeds to pay the
aggregate total redemption price of up to $100.0 million face amount of the 5
3/8% Notes that SEACOR redeemed. In the second quarter, CSFB purchased 216,170
shares of SEACOR's common stock to provide SEACOR with proceeds to redeem $10.0
million principal amount of the 5 3/8% Notes that were called but not converted.
Underwriting and legal and professional fees expensed in the first quarter 2001,
relating to unused availability under a standby purchase agreement with CSFB,
totaled $0.4 million.
SEACOR also entered into an equity forward transaction with Credit Suisse First
Boston International ("CSFBi"), an affiliate of CSFB, with respect to shares of
SEACOR's common stock that CSFB purchased from SEACOR under the standby purchase
agreement. The equity forward transaction provides that at maturity, which will
occur twelve months following the purchase by CSFB of shares of SEACOR's common
stock under the standby purchase agreement, SEACOR will elect to either purchase
the shares covered by the equity forward transaction from CSFBi at a purchase
price described below, or cash settle the transaction as described below. If
SEACOR elects to purchase the shares from CSFBi, it will pay a purchase price
equal to $46.26 (the purchase price under the standby purchase agreement) plus
interest calculated at LIBOR plus 115 basis points, from the date that CSFB
purchased those shares from SEACOR to the date that SEACOR purchases those
shares from CSFBi. If SEACOR elects to cash settle the transaction, then if the
16
value of the shares at maturity (determined on the basis of the net proceeds
that CSFBi is able to receive upon the sale of those shares in the open market)
exceeds the purchase price described above, then CSFBi will pay to SEACOR the
amount of such excess in cash at maturity. If the purchase price exceeds the
value of the shares at maturity, then SEACOR will pay to CSFBi the amount of
such excess in cash at maturity. SEACOR has the right to accelerate the maturity
of the equity forward transaction in whole or in part at any time upon prior
written notice to CSFBi. The equity forward transaction also contains customary
events of default and termination events following which either one or both
parties would have the right to terminate the transaction and make net cash
payments based on the net value of the transaction at the time of termination.
Stirling Shipping Acquisition
On May 4, 2001, the Company completed the acquisition of all of the outstanding
share capital of Stirling Shipping Holdings Limited ("Stirling Shipping").
Purchase consideration was determined by the estimated adjusted net assets of
Stirling Shipping at closing and totaled approximately (pound)54.3 million
($77.1 million based on exchange rates in effect and the price of SEACOR's
common stock at the closing of this transaction). The purchase consideration
consisted of (pound)29.9 million, or $43.0 million in cash, (pound)14.7 million,
or $21.2 million, in one-year loan notes, and 285,852 shares of SEACOR's common
stock, valued at $12.9 million. The Company borrowed $25.0 million under the DnB
Credit Facility to fund a portion of the Stirling Shipping acquisition. Stirling
Shipping's long term debt at closing was approximately (pound)43.0 million, or
$61.9 million. The Company intends to retain Stirling Shipping's management and
vessel crews. The total consideration is subject to adjustment based on
finalization of the closing balance sheet. Through its acquisition of Stirling
Shipping, the Company acquired 12 offshore support vessels currently working in
the North Sea, including 9 supply and 3 anchor handling towing supply vessels,
and contracts for the construction of 2 anchor handling towing supply vessels.
The new construction vessels will be built in the UK and are scheduled for
delivery during the first half of 2002.
Recent Accounting Pronouncements
Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), Accounting for Derivative Instruments and
Hedging Activities", as amended. The statement establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS 133 requires that changes in the derivative's fair market value be
recognized currently in earnings unless specific hedge accounting criteria are
met. Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement, and
requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting. The cumulative
effect gain of the adoption of SFAS 133 totaled $71,000.
The Company has foreign currency exchange risks primarily related to its
offshore marine service vessel operations that are conducted from ports located
in the United Kingdom, where its functional currency is Pounds Sterling. To
protect the U.S dollar value of certain Pounds Sterling denominated net assets
of the Company from the effects of volatility in foreign exchange rates that
might occur prior to their conversion to U.S. dollars, the Company has entered
into forward exchange contracts. The Company considers these forward exchange
contracts as economic hedges of its net investment in the United Kingdom and
resulting gains or losses from those transactions are charged to Accumulated
Other Comprehensive Income in Stockholders' Equity. During the first quarter of
2001, the Company settled several Pounds Sterling forward exchange contracts,
which resulted in a realized gain of $0.1 million. At March 31, 2001, the
Company had one outstanding Pounds Sterling contract and the fair value,
totaling $0.7 million, is recorded in Other Current Liabilities in the
accompanying Consolidated Balance Sheet. At March 31, 2001, the Company recorded
unrealized losses to Accumulated Other Comprehensive Loss totaling $0.4 million,
net of income taxes.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has foreign currency exchange risks primarily related to its
offshore marine service vessel operations that are conducted from ports located
in the United Kingdom where its functional currency is Pounds Sterling. To
protect certain of the U.S. dollar value of pound sterling denominated net
assets of the Company from the effects of volatility in foreign exchange rates
that might occur prior to their conversion to U.S. dollars, the Company has
entered into forward exchange contracts. The forward exchange contracts enable
the Company to sell pounds sterling in the future at fixed exchange rates to
offset the consequences of changes in foreign exchange on the amount of U.S.
17
dollar cash flows to be derived from the net assets. The Company considers these
forward exchange contracts as economic hedges of a net investment as the
translation adjustments resulting from the forward exchange contracts move in
the opposite direction from the translation adjustments resulting from the
restatement of its United Kingdom subsidiaries' net assets. The fair value of
these forward exchange contracts, which expire in May 2001, was $0.7 million at
March 31, 2001.
The Company has entered into and settled various positions in natural gas and
crude oil via swaps, options, and futures contracts pursuant to which, on each
applicable settlement date, the Company receives or pays an amount, if any, by
which a contract price for a swap, an option, or a futures contract exceeds the
settlement price quoted on the NYMEX or receives or pays the amount, if any, by
which the settlement prices quoted on the NYMEX exceeds the contract price. The
general purpose of these hedge transactions is to provide value to the Company
should the price of natural gas and crude oil decline, which, if sustained,
would lead to a decline in the Company's offshore assets' market values and cash
flows. For accounting purposes, the Company records the change in market value
of its commodity contracts at the end of each month and recognizes a related
gain or loss. At March 31, 2001, the Company's positions in commodity contracts
were not material.
PART II - OTHER INFORMATION
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 8 and March 27, 2001, the Company issued a total of 71,577
shares of SEACOR common stock, par value $.01 per share, to investors
in connection with its acquisition of all of the issued share capital
of Plaisance Marine, Inc. The sale of these securities was deemed to
be exempt from registration under the Securities Act of 1933, as
amended, in reliance on Section 4(2) thereof as a transaction by an
issuer not involving a public offering.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits:
1.1 Form of Standby Purchase Agreement between SEACOR SMIT Inc.
and Credit Suisse First Boston Corporation (incorporated
herein by reference to Exhibit 1.1 to the Company's
Registration Statement on Form S-3 (No. 333-53874), filed with
the Commission on January 18, 2001).
1.2 Form of ISDA Master Agreement between SEACOR SMIT Inc. and
Credit Suisse First Boston Corporation, with attached Schedule
and Confirmation (incorporated herein by reference to Exhibit
1.2 to the Company's Registration Statement on Form S-3 (No.
333-53874), filed with the Commission on January 18, 2001).
4.1 SEACOR SMIT Inc. 2000 Employee Stock Purchase Plan, as amended
February 14, 2001 (incorporated herein by reference to Exhibit
4.4 to the Company's Registration Statement on Form S-8 (No.
333-56714), filed with the Commission on March 8, 2001).
10.1 Stock Purchase Agreement dated as of January 30, 2001, by and
between SEACOR SMIT Inc. and Brian Cheramie (incorporated
herein by reference to Exhibit 10.1 of the Company's Current
Report on Form 8-K, dated February 23, 2001 and filed with the
Commission on March 5, 2001).
10.2 Letter Agreement dated as of February 23, 2001, amending the
Stock Purchase Agreement dated as of January 30, 2001 by and
between SEACOR SMIT Inc. and Brian Cheramie (incorporated
herein by reference to Exhibit 10.2 of the Company's Current
Report on Form 8-K, dated February 23, 2001 and filed with the
Commission on March 5, 2001).
10.3 Stock Purchase Agreement dated as of January 30, 2001 by and
among SEACOR SMIT Inc., the persons listed on Exhibit A
thereto and Brian Cheramie, as representative of such persons
(incorporated herein by reference to Exhibit 10.3 of the
Company's Current Report on Form 8-K, dated February 23, 2001
and filed with the Commission on March 5, 2001).
10.4 Letter Agreement dated as of February 23, 2001, amending the
Stock Purchase Agreement dated as of January 30, 2001 by and
among SEACOR SMIT Inc., the persons listed on Exhibit A
thereto and Brian Cheramie, as representative of such persons
(incorporated herein by reference to Exhibit 10.4 of the
Company's Current Report on Form 8-K, dated February 23, 2001
and filed with the Commission on March 5, 2001).
18
B. Reports on Form 8-K:
(1) Current Report on Form 8-K, dated January 17, 2001 and filed on
January 18, 2001, reporting, under Item 5, the Company's
announcement that it had called for redemption $50,000,000 of its
outstanding 5 3/8% Notes.
(2) Current Report on Form 8-K, dated February 23, 2001 and filed
on March 5, 2001, reporting, under Item 2, SEACOR's acquisition of
all of the issued voting and non-voting capital stock of the
Cheramie Companies.
(3) Current Report on Form 8-K, dated March 6, 2001 and filed on
March 8, 2001, reporting, under Item 5, SEACOR's entry into a
letter of intent to acquire all of the issued capital stock of
Stirling Shipping Company Ltd.
(4) Current Report on Form 8-K, dated March 6, 2001 and filed on
March 9, 2001, reporting, under Item 5, the Company's announcement
that it had called for redemption $50,000,000 of its outstanding 5
3/8% Notes.
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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 thereunto duly authorized.
SEACOR SMIT INC.
(Registrant)
DATE: MAY 15, 2001 By: /s/ Charles Fabrikant
-----------------------------------
Charles Fabrikant, Chairman of the
Board, President and Chief
Executive Officer
(Principal Executive Officer)
DATE: MAY 15, 2001 By: /s/ Randall Blank
-----------------------------------
Randall Blank, Executive Vice
President, Chief Financial Officer
and Secretary
(Principal Financial Officer)
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INDEX TO EXHIBITS
QUARTERLY REPORT ON FORM 10-Q
QUARTERLY PERIOD ENDED MARCH 31, 2001
1.1 Form of Standby Purchase Agreement between SEACOR SMIT Inc.
and Credit Suisse First Boston Corporation (incorporated
herein by reference to Exhibit 1.1 to the Company's
Registration Statement on Form S-3 (No. 333-53874), filed with
the Commission on January 18, 2001).
1.2 Form of ISDA Master Agreement between SEACOR SMIT Inc. and
Credit Suisse First Boston Corporation, with attached Schedule
and Confirmation (incorporated herein by reference to Exhibit
1.2 to the Company's Registration Statement on Form S-3 (No.
333-53874), filed with the Commission on January 18, 2001).
4.1 SEACOR SMIT Inc. 2000 Employee Stock Purchase Plan, as amended
February 14, 2001 (incorporated herein by reference to Exhibit
4.4 to the Company's Registration Statement on Form S-8 (No.
333-56714), filed with the Commission on March 8, 2001).
10.1 Stock Purchase Agreement dated as of January 30, 2001, by and
between SEACOR SMIT Inc. and Brian Cheramie (incorporated
herein by reference to Exhibit 10.1 of the Company's Current
Report on Form 8-K, dated February 23, 2001 and filed with the
Commission on March 5, 2001).
10.2 Letter Agreement dated as of February 23, 2001, amending the
Stock Purchase Agreement dated as of January 30, 2001 by and
between SEACOR SMIT Inc. and Brian Cheramie (incorporated
herein by reference to Exhibit 10.2 of the Company's Current
Report on Form 8-K, dated February 23, 2001 and filed with the
Commission on March 5, 2001).
10.3 Stock Purchase Agreement dated as of January 30, 2001 by and
among SEACOR SMIT Inc., the persons listed on Exhibit A
thereto and Brian Cheramie, as representative of such persons
(incorporated herein by reference to Exhibit 10.3 of the
Company's Current Report on Form 8-K, dated February 23, 2001
and filed with the Commission on March 5, 2001).
10.4 Letter Agreement dated as of February 23, 2001, amending the
Stock Purchase Agreement dated as of January 30, 2001 by and
among SEACOR SMIT Inc., the persons listed on Exhibit A
thereto and Brian Cheramie, as representative of such persons
(incorporated herein by reference to Exhibit 10.4 of the
Company's Current Report on Form 8-K, dated February 23, 2001
and filed with the Commission on March 5, 2001).
21