e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2009
GULFMARK OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-33607
(Commission file number)
76-0526032
(I.R.S. Employer Identification No.)
|
|
|
10111 Richmond Avenue, Suite 340, Houston, Texas
(Address of principal executive offices)
|
|
77042
(Zip Code) |
(713) 963-9522
(Registrants telephone number, including area code)
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
YES o NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check One):
Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
YES o NO x
Number
of shares of Common Stock, $0.01 par value, outstanding as of July 27, 2009:
25,834,088
(Exhibit Index Located on Page 25)
GulfMark Offshore, Inc.
Index
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, |
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December 31, |
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2009 |
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2008 |
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|
(In thousands, except par value amount) |
ASSETS
|
Current assets: |
|
|
|
|
|
|
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|
Cash and cash equivalents |
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|
$165,936 |
|
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$100,761 |
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Trade accounts receivable, net of allowance for doubtful accounts of $774 in 2009 and $408 in 2008 |
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98,770 |
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|
101,434 |
|
Other accounts receivable |
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3,903 |
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|
3,467 |
|
Prepaid expenses and other |
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12,108 |
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|
7,236 |
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|
Total current assets |
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280,717 |
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212,898 |
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Vessels and equipment at cost, net of accumulated depreciation of $216,768 in 2009 and $182,283 in 2008 |
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1,099,593 |
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|
1,035,436 |
|
Construction in progress |
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72,410 |
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|
134,077 |
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Goodwill |
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126,644 |
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123,981 |
|
Fair value hedges |
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5,374 |
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|
7,801 |
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Intangibles, net of accumulated amortization of $2,884 in 2009 and $1,442 in 2008 |
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31,715 |
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33,156 |
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Deferred costs and other assets |
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8,230 |
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9,618 |
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Total assets |
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$1,624,683 |
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$1,556,967 |
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities: |
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|
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Current portion of long-term debt |
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$228,550 |
|
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|
$18,970 |
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Accounts payable |
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14,071 |
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|
15,085 |
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Income taxes payable |
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11,642 |
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|
3,037 |
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Other accrued liabilities |
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33,622 |
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|
37,800 |
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Total current liabilities |
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$287,885 |
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$74,892 |
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Long-term debt |
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239,660 |
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462,941 |
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Long-term income taxes: |
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|
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|
|
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|
Deferred tax liabilities |
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91,629 |
|
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|
116,172 |
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Other tax liabilities |
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23,856 |
|
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|
27,913 |
|
Other long term liabilities |
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|
15,431 |
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|
20,206 |
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Stockholders equity: |
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Preferred stock, no par value; 2,000 authorized; no shares issued |
|
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- |
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|
- |
|
Common stock, $0.01 par value; 30,000 shares authorized; 25,400 and 25,046 shares
issued and outstanding, respectively |
|
|
254 |
|
|
|
250 |
|
Additional paid-in capital |
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|
357,765 |
|
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|
352,843 |
|
Retained earnings |
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|
569,774 |
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|
520,630 |
|
Accumulated other comprehensive income (loss) |
|
|
38,760 |
|
|
|
(17,157 |
) |
Treasury stock |
|
|
(6,275 |
) |
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|
(6,852 |
) |
Deferred compensation expense |
|
|
5,944 |
|
|
|
5,129 |
|
|
|
|
Total stockholders equity |
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|
966,222 |
|
|
|
854,843 |
|
|
|
|
Total liabilities and stockholders equity |
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|
$1,624,683 |
|
|
|
$1,556,967 |
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2009 |
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2008 |
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2009 |
|
2008 |
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|
(In thousands except per share amounts) |
|
Revenue |
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|
$104,656 |
|
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|
$81,893 |
|
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|
$213,451 |
|
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$165,241 |
|
Costs and expenses: |
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Direct operating expenses |
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39,132 |
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29,912 |
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79,614 |
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57,610 |
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Drydock expense |
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2,642 |
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2,630 |
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4,880 |
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6,322 |
|
General and administrative expenses |
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11,565 |
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9,421 |
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22,105 |
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18,198 |
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Depreciation and amortization |
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|
13,146 |
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|
9,515 |
|
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|
25,516 |
|
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|
18,263 |
|
Gain on sale and involuntary disposal of assets |
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|
(869 |
) |
|
|
(16,407 |
) |
|
|
(5,501 |
) |
|
|
(16,410 |
) |
Impairment charge |
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|
- |
|
|
|
- |
|
|
|
46,247 |
|
|
|
- |
|
|
|
|
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|
Total costs and expenses |
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|
65,616 |
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|
35,071 |
|
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|
172,861 |
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|
83,983 |
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|
|
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|
Operating income |
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39,040 |
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|
46,822 |
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40,590 |
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81,258 |
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Other income (expense): |
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Interest expense |
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|
(4,946 |
) |
|
|
(935 |
) |
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|
(10,083 |
) |
|
|
(2,117 |
) |
Interest income |
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|
76 |
|
|
|
296 |
|
|
|
136 |
|
|
|
592 |
|
Foreign currency gain (loss) and other |
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|
790 |
|
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|
195 |
|
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|
(1,416 |
) |
|
|
45 |
|
|
|
|
|
|
Total other expense |
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|
(4,080 |
) |
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|
(444 |
) |
|
|
(11,363 |
) |
|
|
(1,480 |
) |
|
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|
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|
Income before income taxes |
|
|
34,960 |
|
|
|
46,378 |
|
|
|
29,227 |
|
|
|
79,778 |
|
Income tax (provision) benefit |
|
|
(37 |
) |
|
|
403 |
|
|
|
19,917 |
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|
(733 |
) |
|
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|
Net income |
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|
$34,923 |
|
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|
$46,781 |
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$49,144 |
|
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|
$79,045 |
|
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|
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|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Basic |
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$1.39 |
|
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|
$2.06 |
|
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|
$1.96 |
|
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$3.50 |
|
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|
Diluted |
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|
$1.38 |
|
|
|
$2.00 |
|
|
|
$1.94 |
|
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|
$3.40 |
|
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|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
25,132 |
|
|
|
22,661 |
|
|
|
25,055 |
|
|
|
22,602 |
|
|
|
|
|
|
Diluted |
|
|
25,362 |
|
|
|
23,334 |
|
|
|
25,294 |
|
|
|
23,240 |
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
For the Six Months Ended June 30, 2009
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Accumulated |
|
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Deferred |
|
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|
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Additional |
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Other |
|
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|
Compen- |
|
Total |
|
|
Common |
|
Paid-In |
|
Retained |
|
Comprehensive |
|
|
|
|
|
|
|
|
|
sation |
|
Stockholders |
|
|
Stock |
|
Capital |
|
Earnings |
|
Income/(Loss) |
|
Treasury Stock |
|
Expense |
|
Equity |
|
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Share |
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Shares |
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Value |
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|
(In thousands) |
|
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|
Balance at December 31, 2008 |
|
$ |
250 |
|
|
$ |
352,843 |
|
|
$ |
520,630 |
|
|
|
($17,157 |
) |
|
|
211 |
|
|
|
($6,852 |
) |
|
$ |
5,129 |
|
|
$ |
854,843 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
49,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,144 |
|
Issuance of common stock |
|
|
2 |
|
|
|
5,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,318 |
|
Exercise of stock options |
|
|
2 |
|
|
|
693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
695 |
|
Deferred compensation plan |
|
|
|
|
|
|
(1,087 |
) |
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
577 |
|
|
|
815 |
|
|
|
305 |
|
Unrealized gain on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,006 |
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,911 |
|
|
|
|
Balance at June 30, 2009 |
|
$ |
254 |
|
|
$ |
357,765 |
|
|
$ |
569,774 |
|
|
|
$38,760 |
|
|
|
225 |
|
|
|
($6,275 |
) |
|
$ |
5,944 |
|
|
$ |
966,222 |
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
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Six Months Ended |
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June 30, |
|
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2009 |
|
2008 |
|
|
(In thousands) |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
|
$49,144 |
|
|
|
$79,045 |
|
Adjustments to reconcile net income from operations to
net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
25,516 |
|
|
|
18,263 |
|
Gain on sale of assets |
|
|
(5,501 |
) |
|
|
(16,410 |
) |
Impairment charge on assets under construction |
|
|
46,247 |
|
|
|
- |
|
Amortization of stock based compensation |
|
|
4,307 |
|
|
|
2,687 |
|
Amortization of deferred financing costs on debt |
|
|
352 |
|
|
|
352 |
|
Provision for doubtful accounts receivable, net of write-offs |
|
|
378 |
|
|
|
74 |
|
Deferred income tax expense (benefit) |
|
|
(23,600 |
) |
|
|
232 |
|
Foreign currency transaction (gain) loss |
|
|
1,736 |
|
|
|
234 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
7,197 |
|
|
|
1,673 |
|
Prepaids and other |
|
|
(4,407 |
) |
|
|
(2,961 |
) |
Accounts payable |
|
|
(1,970 |
) |
|
|
(4,746 |
) |
Accrued liabilities and other |
|
|
(8,176 |
) |
|
|
(1,797 |
) |
|
|
|
Net cash provided by operating activities |
|
|
91,223 |
|
|
|
76,646 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of vessels and equipment |
|
|
(28,778 |
) |
|
|
(62,920 |
) |
Proceeds from disposition of vessels and equipment |
|
|
8,410 |
|
|
|
21,048 |
|
|
|
|
Net cash used in investing activities |
|
|
(20,368 |
) |
|
|
(41,872 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from debt |
|
|
- |
|
|
|
152,143 |
|
Repayments of debt |
|
|
(13,735 |
) |
|
|
(12,000 |
) |
Proceeds from exercise of stock options |
|
|
693 |
|
|
|
163 |
|
Proceeds from issuance of stock |
|
|
450 |
|
|
|
259 |
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(12,592 |
) |
|
|
140,565 |
|
Effect of exchange rate changes on cash |
|
|
6,912 |
|
|
|
(790 |
) |
|
|
|
Net increase in cash and cash equivalents |
|
|
65,175 |
|
|
|
174,549 |
|
Cash and cash equivalents at beginning of the period |
|
|
100,761 |
|
|
|
40,119 |
|
|
|
|
Cash and cash equivalents at end of the period |
|
|
$165,936 |
|
|
|
$214,668 |
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Interest paid, net of interest capitalized |
|
|
$10,055 |
|
|
|
$1,542 |
|
|
|
|
Income taxes paid, net |
|
|
$1,818 |
|
|
|
$2,540 |
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated financial statements of GulfMark Offshore, Inc. and its
subsidiaries included herein have been prepared by us without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission, or SEC. Unless otherwise indicated,
references to we, us, our and the Company refer collectively to GulfMark Offshore, Inc. and
its subsidiaries. Certain information relating to our organization and footnote disclosures
normally included in financial statements prepared in accordance with U.S. generally accepted
accounting principles, or U.S. GAAP, has been condensed or omitted in this Form 10-Q pursuant to
such rules and regulations. However, we believe that the disclosures herein are adequate to make
the information presented not misleading. The consolidated balance sheet as of December 31, 2008,
has been derived from the audited financial statements at that date but does not include all of the
information and footnotes required by U.S. GAAP for complete financial statements. It is
recommended that these financial statements be read in conjunction with our consolidated financial
statements and notes thereto included in our Form 10-K for the year ended December 31, 2008.
In the opinion of management, all adjustments, which include reclassification and normal
recurring adjustments necessary to present fairly the financial statements for the periods
indicated have been made. All significant intercompany accounts have been eliminated. Certain
reclassifications of previously reported information may be made to conform with current year
presentation.
We provide offshore marine support and transportation services primarily to companies involved
in the offshore exploration and production of oil and natural gas. Our vessels transport materials,
supplies and personnel to offshore facilities, as well as move and position drilling structures.
The majority of our operations are conducted in the North Sea, offshore Southeast Asia and the
Americas. We also contract vessels into other regions to meet our customers requirements.
Basic Earnings Per Share, or EPS, is computed by dividing net income by the weighted average
number of shares of common stock outstanding during the period. Diluted EPS is computed using the
treasury stock method for common stock equivalents. The details of our EPS calculation are as
follows (in thousands, except per share amounts):
7
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Three Months Ended |
|
|
Three Months Ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
|
|
Earnings per share, basic |
|
$ |
34,923 |
|
|
|
25,132 |
|
|
$ |
1.39 |
|
|
$ |
46,781 |
|
|
|
22,661 |
|
|
$ |
2.06 |
|
Dilutive effect
of common stock options and unvested restricted stock |
|
|
- |
|
|
|
230 |
|
|
|
(0.01 |
) |
|
|
- |
|
|
|
673 |
|
|
|
(0.06 |
) |
|
|
|
Earnings per share, diluted |
|
$ |
34,923 |
|
|
|
25,362 |
|
|
$ |
1.38 |
|
|
$ |
46,781 |
|
|
|
23,334 |
|
|
$ |
2.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
|
|
Earnings per share, basic |
|
$ |
49,144 |
|
|
|
25,055 |
|
|
$ |
1.96 |
|
|
$ |
79,045 |
|
|
|
22,602 |
|
|
$ |
3.50 |
|
Dilutive effect
of common stock options and unvested restricted stock |
|
|
- |
|
|
|
239 |
|
|
|
(0.02 |
) |
|
|
- |
|
|
|
638 |
|
|
|
(0.10 |
) |
|
|
|
Earnings per share, diluted |
|
$ |
49,144 |
|
|
|
25,294 |
|
|
$ |
1.94 |
|
|
$ |
79,045 |
|
|
|
23,240 |
|
|
$ |
3.40 |
|
|
|
|
(2) |
|
COMPREHENSIVE INCOME |
|
|
|
The components of comprehensive income, net of related tax for the three and six month
periods ending June 30, 2009 and 2008 are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Net income |
|
$ |
34,923 |
|
|
$ |
46,781 |
|
|
$ |
49,144 |
|
|
$ |
79,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on cash flow hedge |
|
|
1,306 |
|
|
|
- |
|
|
|
2,006 |
|
|
|
- |
|
Foreign currency translation |
|
|
52,951 |
|
|
|
4,890 |
|
|
|
53,911 |
|
|
|
15,272 |
|
|
|
|
|
|
Total comprehensive income |
|
$ |
89,180 |
|
|
$ |
51,671 |
|
|
$ |
105,061 |
|
|
$ |
94,317 |
|
|
|
|
|
|
Our accumulated other comprehensive income item relates primarily to our cumulative foreign
currency translation adjustments, and adjustments related to the cash flow hedges.
In March 2009 we notified a shipyard building three of the vessels in our new build program
that they were in default under the construction contract. The default arose as a result of non
performance under the terms of the contract caused by financial difficulties of the shipyard.
Construction on these vessels has stopped and we are evaluating our remedies under the contract and
under applicable law. In April 2009, we concluded that we had a material impairment and recognized
a charge of $46.2 million in the first quarter pertaining to the construction in progress related
to this contract. That charge represented the full amount of our investment in these vessels. The
shipyard building the three vessels is in Chapter 11 bankruptcy proceedings.
8
On July 1, 2008, under the terms of a Membership Interest and Stock Purchase Agreement, we
acquired 100% of the membership interests of Rigdon Marine Holdings, L.L.C. (Rigdon Holdings) and
all the shares of common stock of Rigdon Marine Corporation (Rigdon Marine, together with Rigdon
Holdings, Rigdon) not owned by Rigdon Holdings for consideration of $554.7 million, consisting of
$152.6 million in cash and approximately 2.1 million shares of GulfMark Offshore, Inc. common stock
valued at $133.2 million, plus the assumption of $268.9 million in debt (the Rigdon Acquisition).
We financed the cash portion of the consideration with cash on hand and borrowing of $140.9 million
under our current $175 million revolver, which borrowing took place during the second quarter of
2008. In conjunction with the Rigdon Acquisition, we assumed and immediately repaid the outstanding
balance of $32.8 million on a construction loan facility maintained by Rigdon Holdings. At July 1,
2008, Rigdon operated a fleet of 22 technologically advanced offshore supply vessels primarily in
the domestic Gulf of Mexico, with six additional vessels under construction at time of acquisition
all of which have since been delivered.
The proforma effect of the acquisition and the associated financing on the historical results
for the three month and six month periods ending June 30, 2009 and 2008 is presented in the
following table (in thousands, except earnings per share).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
June 30, |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
Revenue |
|
|
$104,656 |
|
|
|
$111,358 |
|
|
|
$213,451 |
|
|
|
$220,288 |
|
Operating income |
|
|
39,040 |
|
|
|
57,634 |
|
|
|
40,590 |
|
|
|
101,383 |
|
Net income |
|
|
34,923 |
|
|
|
46,456 |
|
|
|
49,144 |
|
|
|
80,540 |
|
Basic earnings per share |
|
|
$1.39 |
|
|
|
$2.05 |
|
|
|
$1.96 |
|
|
|
$3.56 |
|
(5) |
|
FLEET EXPANSION AND RENEWAL PROGRAM |
During 2009 we have taken delivery of five of the 12 vessels that were under construction at
December 31, 2008. In addition, we sold the Highland Sprite in March 2009 for approximately $5.1
million and realized a gain on the sale of approximately $3.2 million. In late February 2009, one
of our vessels in Southeast Asia, the Sea Searcher was damaged in a ship fire. The companys
insurance underwriters deemed the vessel a constructive total loss and a gain on the involuntary
conversion of approximately $1.4 million was recognized in the first quarter related to this event.
In March 2009 we notified a shipyard building three of the vessels in our new build program, that
they were in default under the construction contract. Construction on these vessels has stopped and
in April 2009, we concluded that we had a material impairment and recognized a charge of $46.2
million in the first quarter of 2009. In addition, we recognized a gain on the sale of the Sefton
Supporter of approximately $0.9 million in the second quarter of 2009. This was a special purpose
vessel that has not been included in our published vessel counts and which was located in the North
Sea. The following table illustrates the details of the vessels added and disposed of since
December 31, 2008.
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel Additions Since December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
Year |
|
Length |
|
|
|
|
|
|
|
|
|
Month |
Vessel |
|
Region |
|
Type (1) |
|
Built |
|
(feet) |
|
BHP(2) |
|
DWT (3) |
|
Delivered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swordfish |
|
Americas |
|
Crew |
|
|
2009 |
|
|
|
176 |
|
|
|
7,200 |
|
|
|
314 |
|
|
Feb-09 |
Sea Cherokee |
|
SEA |
|
AHTS |
|
|
2009 |
|
|
|
250 |
|
|
|
10,700 |
|
|
|
2,700 |
|
|
Mar-09 |
Blacktip |
|
Americas |
|
FSV |
|
|
2009 |
|
|
|
181 |
|
|
|
7,200 |
|
|
|
543 |
|
|
Apr-09 |
Tiger |
|
Americas |
|
FSV |
|
|
2009 |
|
|
|
181 |
|
|
|
7,200 |
|
|
|
543 |
|
|
Jul-09 |
Sea Comanche |
|
SEA |
|
AHTS |
|
|
2009 |
|
|
|
250 |
|
|
|
10,700 |
|
|
|
2,700 |
|
|
Jul-09 |
|
|
|
1) |
|
AHTS - Anchor handling, towing and supply vessel |
FSV - Fast supply vessel
PSV - Platform supply vessel
SpV - Specialty vessel, including towing and oil response
SmAHTS - Small anchor handling, towing and supply vessel
|
|
|
2) |
|
BHP - Breakhorse power |
|
3) |
|
DWT - Deadweight tons |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels Disposed of Since December 31, 2008(1) |
|
|
|
|
|
|
|
|
|
|
Year |
|
Length |
|
|
|
|
|
|
|
|
|
Month |
Vessel |
|
Region |
|
Type |
|
Built |
|
(feet) |
|
BHP |
|
DWT |
|
Disposed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Highland Sprite |
|
N.Sea |
|
SpV |
|
|
1986 |
|
|
|
194 |
|
|
|
3,590 |
|
|
|
1,442 |
|
|
Mar-09 |
Sea Searcher |
|
SEA |
|
SmAHTS |
|
|
1976 |
|
|
|
185 |
|
|
|
3,850 |
|
|
|
1,215 |
|
|
Mar-09 |
|
|
|
1) |
|
Does not include the
disposition of the Sefton Supporter |
The following table updates our new build program for the delivery of the five vessels listed
above and eliminates the three vessels under construction involved in the impairment mentioned in
Note 3.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels Currently Under Construction |
|
|
|
|
|
|
|
|
|
|
Expected |
|
Length |
|
|
|
|
|
|
|
|
|
Expected |
Vessel |
|
Region |
|
Type |
|
Delivery |
|
(feet) |
|
BHP |
|
DWT |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions) |
Aker 726 |
|
N. Sea |
|
PSV |
|
|
Q4 2009 |
|
|
|
284 |
|
|
|
10,600 |
|
|
|
4,850 |
|
|
$ |
45.4 |
|
Aker 727 |
|
N. Sea |
|
PSV |
|
|
Q2 2010 |
|
|
|
284 |
|
|
|
10,600 |
|
|
|
4,850 |
|
|
$ |
45.4 |
|
Remontowa 20 |
|
|
|
|
|
AHTS |
|
|
Q2 2010 |
|
|
|
230 |
|
|
|
10,000 |
|
|
|
2,150 |
|
|
$ |
26.9 |
|
Remontowa 21 |
|
|
|
|
|
AHTS |
|
|
Q3 2010 |
|
|
|
230 |
|
|
|
10,000 |
|
|
|
2,150 |
|
|
$ |
26.9 |
|
Interest is capitalized in connection with the construction of vessels. During the three month
periods ended June 30, 2009 and 2008, $1.0 million and $2.6 million of interest, respectively, was
capitalized. During the six month periods ended June 30, 2009 and 2008, $2.4 million and $4.9
million, respectively, was capitalized.
(6) |
|
FAIR VALUE MEASUREMENTS |
In the first quarter of 2008, we adopted Statement of Financial Accounting Standard (SFAS)
Statement No. 157 Fair Value Measurements or SFAS 157. It established a framework for measuring
fair value and expanded disclosures about fair value measurements
10
whereby each asset and liability carried at fair value be classified into one of the following
categories:
|
|
Level 1:
|
Quoted market prices in active markets for identical assets or liabilities |
Level 2:
|
Observable market based inputs or unobservable inputs that are corroborated by market data |
Level 3:
|
Unobservable inputs that are not corroborated by market data |
Financial Instruments
Fair Value Hedges for Purchase Commitment We maintain fair value hedges associated with firm
contractual commitments for future vessel payments denominated in a foreign currency. These forward
contracts are designated as fair value hedges and are highly effective, as the terms of the forward
contracts are the same as the purchase commitment under the new build contract. As prescribed by
SFAS 157, we recognize the fair value of our derivative assets as a Level 2 valuation. We
determined the fair value of our financial instrument position based upon the forward contract
price and the foreign currency exchange rate as of June 30, 2009. At June 30, 2009, the fair value
of our derivatives was approximately $5.4 million.
Interest Rate Cash Flow Hedges We have interest rate swap agreements for a portion of our Senior
Facility indebtedness that has the effect of fixing the floating component of the interest rate at
4.725% on approximately $91.8 million of the Senior Facility. The interest rate swaps are accounted
for as cash flow hedges. As prescribed by SFAS 157, we recognize the fair value of our derivative
assets as a Level 2 valuation. We determined the fair value of our derivative financial instrument
position based upon a series of calculations that include present value calculations, involving our
principal amount and estimated future LIBOR rates. We report changes in the fair value of cash flow
hedges in accumulated other comprehensive income and as of June 30, 2009, $4.1 million has been
recorded.
The
following table presents information about our assets (liabilities) measured at
fair value on a recurring basis as of June 30, 2009, and
indicates the fair value hierarchy we
utilized to determine such fair value (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Fair Value Hedge |
|
$ |
- |
|
|
$ |
5.4 |
|
|
$ |
- |
|
|
$ |
5.4 |
|
Purchase Commitment |
|
|
- |
|
|
|
(5.4 |
) |
|
|
- |
|
|
|
(5.4 |
) |
Cash Flow Hedge |
|
|
- |
|
|
|
(6.0 |
) |
|
|
- |
|
|
|
(6.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
|
$ |
(6.0 |
) |
|
$ |
- |
|
|
$ |
(6.0 |
) |
|
|
|
|
|
|
|
|
|
We consider earnings of certain foreign subsidiaries to be permanently reinvested, and as
such, we have not provided for any U.S. federal or state income taxes on these earnings except for
a portion of our current year foreign earnings that have been or may be distributed in 2009 and are
taxable in the U.S. Our overall tax provision is affected by the mix of our operations within
various taxing jurisdictions. Our North Sea operations based in the U.K. and Norway have a special
tax incentive for qualified shipping operations known as a tonnage tax. These tonnage tax regimes
provide for a tax based on the net tonnage weight of a qualified vessel, resulting in
significantly lower taxes than those that would apply if we were not a qualified shipping
11
company in those jurisdictions. Further, most of our Southeast Asia region vessels are owned
by our Singapore subsidiary, which has an exemption through December 2017 (with additional
extensions available) for vessel profits. During the three months ended June 30, 2009, our income
was derived principally from lower tax jurisdictions.
Our 2009 tax provision includes two discrete tax benefits, $6.5 million related to a change in
Norwegian tonnage tax for prior years and $17.0 million from the previously discussed impairment
charge, that were recorded in the quarter ended March 31, 2009.
Our second quarter of 2009 income tax provision was $0.04 million, or a 0.10% effective tax
rate. There were no discrete tax items in the second quarter of 2009.
(8) |
|
COMMITMENTS AND CONTINGENCIES |
We have contingent liabilities and future claims for which we have made estimates of the
amount of the eventual cost to liquidate such liabilities or claims. These may involve threatened
or actual litigation where damages have not been specifically quantified but we have made an
assessment of our exposure and recorded a provision in our accounts for the expected loss. Other
claims or liabilities, including those related to taxes in foreign jurisdictions or the
industry-wide, multi-employer, defined benefit pension fund, Merchant Officers Pension Fund in the
U.K., may be estimated based on our experience or estimated liabilities in these matters and, where
appropriate, the advice of outside counsel or other outside experts. In March 2009, we made an
accrual related to the Merchant Officers Pension Fund of approximately $0.4 million based on the
latest information provided to us from the fund trustees. Upon the ultimate resolution of the
uncertainties surrounding our estimates of contingent liabilities and future claims, our future
reported financial results would be impacted by the difference between our estimates and the actual
amounts paid to settle them. Our contingent liabilities are based on the most recent information
available to us regarding the nature of the exposure. In the recent past, our estimates for
contingent liabilities have been sufficient to cover the actual amount of our exposure.
(9) |
|
NEW ACCOUNTING PRONOUNCEMENTS |
In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
(FSP) FAS No. 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset
or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP
FAS No. 157-4 provides additional guidance for estimating fair value in accordance with FASB
Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset
or liability have significantly decreased. FSP FAS No. 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. The standard is effective for periods
ending after June 15, 2009. We have evaluated FSP FAS No. 157-4 and have determined that it will
not have an impact on our results of operations or financial position.
In
April 2009, the FASB issued (FSP) FAS No. 115-2, FAS No. 124-2, and EITF No. 99-20-2,
Recognition and Presentation of Other-Than-Temporary Impairments, which provides additional
guidance to provide greater clarity about the credit and noncredit component of an
other-than-temporary impairment event and to more effectively communicate when an
other-than-temporary impairment event has occurred. This FSP applies to debt securities. We have
evaluated FSP FAS No. 115-2, FAS No. 124-2 and EITF No. 99-20-2 and have determined that it will
not have an impact on our results of operations or financial position.
12
In
April 2009, the FASB issued FASB Staff Position No. (FSP) FAS No. 107-1 and APB No. 28-1,
Interim Disclosures about Fair Value of Financial Instruments. FSP FAS No. 107-1 and APB No. 28-1
amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments in interim as well as in annual financial
statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require
those disclosures in all interim financial statements. These standards are effective for periods
ending after June 15, 2009. We have evaluated FSP FAS No. 107-1 and APB No. 28-1 and have
determined that they will not have an impact on our results of operating or financial position.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 establishes U.S.
GAAP for the accounting and disclosure surrounding events that occur subsequent to the balance
sheet date but prior to the date the financial statements are issued or are available to be issued.
The standard does not significantly change current practice and is effective for interim and annual
periods ending after June 15, 2009 and is to be applied prospectively. We adopted SFAS No. 165 and
it did not have a material impact on our consolidated financial statements. We evaluated all events
or transactions that occurred after June 30, 2009 up through
July 28, 2009 and during this period
no material subsequent events came to our attention.
In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets-an
Amendment of FASB Statement No. 140. SFAS No. 166 will require more information about transfers of
financial assets, including securitization transactions, and where companies have continuing
exposure to the risks related to transferred financial assets. It eliminates the concept of a
qualifying special-purpose entity, changes the requirements for derecognizing financial assets,
and requires additional disclosures. SFAS No. 166 is effective for fiscal years beginning after
November 15, 2009. Early adoption is prohibited. We are evaluating the impact, if any, this
standard will have on our financial statements.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R).
SFAS No. 167 changes how a company determines when an entity that is insufficiently capitalized or
is not controlled through voting (or similar rights) should be consolidated. SFAS No. 167 is
effective for fiscal years beginning after November 15, 2009. We are evaluating the impact, if any,
this standard will have on our financial statements.
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. SFAS No.168 establishes the
Codification as the source of authoritative U.S. GAAP and supersedes all non-SEC accounting and
reporting standards. This standard is effective for interim and annual periods ending after
September 15, 2009. The adoption of the standard will not have a material effect on our
consolidated financial statements. The primary effect will be in the consolidated footnotes where
references to U.S. GAAP and to new FASB pronouncements will be based on the sections of the code
rather than to individual FASB standards.
(10) |
|
OPERATING SEGMENT INFORMATION |
We operate three segments: the North Sea, Southeast Asia and the Americas, each of which is
considered a reportable segment under SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information. Our management evaluates segment performance primarily based on operating
income. Cash and debt are managed centrally. Because the regions do not manage those items, the
gains and losses on foreign currency remeasurements associated
13
with these items are excluded from operating income. Our management considers segment
operating income to be a good indicator of each segments operating performance from its continuing
operations, as it represents the results of the ownership interest in operations without regard to
financing methods or capital structures. Each operating segments operating income (loss) is
summarized in the following table, and detailed discussions below.
Operating Income (Loss) by Operating Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
North Sea |
|
|
Asia |
|
|
Americas |
|
|
Other |
|
|
Total |
|
|
|
(In thousands) |
|
Quarter Ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
46,324 |
|
|
$ |
19,517 |
|
|
$ |
38,815 |
|
|
$ |
- |
|
|
$ |
104,656 |
|
Direct operating expenses |
|
|
17,378 |
|
|
|
2,068 |
|
|
|
19,686 |
|
|
|
- |
|
|
|
39,132 |
|
Drydock expense |
|
|
657 |
|
|
|
489 |
|
|
|
1,496 |
|
|
|
- |
|
|
|
2,642 |
|
General and administrative expenses |
|
|
2,463 |
|
|
|
578 |
|
|
|
2,194 |
|
|
|
6,330 |
|
|
|
11,565 |
|
Depreciation and amortization expense |
|
|
4,215 |
|
|
|
1,703 |
|
|
|
7,029 |
|
|
|
199 |
|
|
|
13,146 |
|
Gain on sale of assets |
|
|
(869 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(869 |
) |
|
|
|
Operating income (loss) |
|
$ |
22,480 |
|
|
$ |
14,679 |
|
|
$ |
8,410 |
|
|
$ |
(6,529 |
) |
|
$ |
39,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
53,452 |
|
|
$ |
20,175 |
|
|
$ |
8,266 |
|
|
$ |
- |
|
|
$ |
81,893 |
|
Direct operating expenses |
|
|
22,519 |
|
|
|
2,992 |
|
|
|
4,401 |
|
|
|
- |
|
|
|
29,912 |
|
Drydock expense |
|
|
2,593 |
|
|
|
(515 |
) |
|
|
552 |
|
|
|
- |
|
|
|
2,630 |
|
General and administrative expenses |
|
|
3,335 |
|
|
|
506 |
|
|
|
681 |
|
|
|
4,899 |
|
|
|
9,421 |
|
Depreciation and amortization expense |
|
|
6,422 |
|
|
|
1,830 |
|
|
|
1,090 |
|
|
|
173 |
|
|
|
9,515 |
|
Gain on sale of assets |
|
|
(13,034 |
) |
|
|
(3,373 |
) |
|
|
- |
|
|
|
- |
|
|
|
(16,407 |
) |
|
|
|
Operating income (loss) |
|
$ |
31,617 |
|
|
$ |
18,735 |
|
|
$ |
1,542 |
|
|
$ |
(5,072 |
) |
|
$ |
46,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
North Sea |
|
|
Asia |
|
|
Americas |
|
|
Other |
|
|
Total |
|
|
|
(In thousands) |
|
Six Months Ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
90,235 |
|
|
$ |
37,186 |
|
|
$ |
86,030 |
|
|
$ |
- |
|
|
$ |
213,451 |
|
Direct operating expenses |
|
|
36,835 |
|
|
|
4,066 |
|
|
|
38,713 |
|
|
|
- |
|
|
|
79,614 |
|
Drydock expense |
|
|
2,317 |
|
|
|
1,049 |
|
|
|
1,514 |
|
|
|
- |
|
|
|
4,880 |
|
General and administrative expenses |
|
|
4,955 |
|
|
|
1,411 |
|
|
|
4,303 |
|
|
|
11,436 |
|
|
|
22,105 |
|
Depreciation and amortization expense |
|
|
8,221 |
|
|
|
3,262 |
|
|
|
13,648 |
|
|
|
385 |
|
|
|
25,516 |
|
Gain on sale of assets |
|
|
(4,058 |
) |
|
|
(1,438 |
) |
|
|
(5 |
) |
|
|
- |
|
|
|
(5,501 |
) |
Impairment charge |
|
|
- |
|
|
|
- |
|
|
|
46,247 |
|
|
|
- |
|
|
|
46,247 |
|
|
|
|
Operating income (loss) |
|
$ |
41,965 |
|
|
$ |
28,836 |
|
|
$ |
(18,390 |
) |
|
$ |
(11,821 |
) |
|
$ |
40,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
113,960 |
|
|
$ |
36,403 |
|
|
$ |
14,878 |
|
|
$ |
- |
|
|
$ |
165,241 |
|
Direct operating expenses |
|
|
44,681 |
|
|
|
5,369 |
|
|
|
7,560 |
|
|
|
- |
|
|
|
57,610 |
|
Drydock expense |
|
|
5,122 |
|
|
|
445 |
|
|
|
755 |
|
|
|
- |
|
|
|
6,322 |
|
General and administrative expenses |
|
|
6,159 |
|
|
|
912 |
|
|
|
1,132 |
|
|
|
9,995 |
|
|
|
18,198 |
|
Depreciation and amortization expense |
|
|
12,921 |
|
|
|
3,186 |
|
|
|
1,860 |
|
|
|
296 |
|
|
|
18,263 |
|
Gain on sale of assets |
|
|
(13,037 |
) |
|
|
(3,373 |
) |
|
|
- |
|
|
|
- |
|
|
|
(16,410 |
) |
|
|
|
Operating income (loss) |
|
$ |
58,114 |
|
|
$ |
29,864 |
|
|
$ |
3,571 |
|
|
$ |
(10,291 |
) |
|
$ |
81,258 |
|
|
|
|
14
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
We provide offshore marine support and transportation services primarily to companies involved
in the offshore exploration and production of oil and natural gas. Our vessels transport drilling
materials, supplies and personnel to offshore facilities, as well as move and position drilling
structures. The North Sea, offshore Southeast Asia, offshore West Africa, offshore Middle East,
offshore Brazil and the Gulf of Mexico are each major markets that employ a large number of
vessels. Vessel usage is also significant in other international markets, including offshore India,
offshore Australia, offshore Trinidad, the Persian Gulf and the Mediterranean Sea. The industry is
relatively fragmented, with more than 20 major participants and numerous small regional
competitors. We currently operate a fleet of 97 offshore support vessels in the following regions:
42 vessels in the North Sea, 14 vessels offshore Southeast Asia, and 41 vessels in the Americas.
Our owned fleet is one of the worlds youngest, largest and most geographically balanced, high
specification offshore support vessel fleets and our owned vessels have an average age of
approximately seven years.
Our results of operations are directly impacted by the level of activity in worldwide offshore
oil and natural gas exploration, development and production. This activity is in turn influenced
by trends in oil and natural gas prices. Oil and natural gas prices are affected by a host of
geopolitical and economic forces, including the fundamental principles of supply and demand. Over
the last few years commodity prices have been at record highs, resulting in oil and natural gas
companies increasing exploration and development activities. However, as a result of the world
economic crisis, commodity prices have declined and we have experienced a reduction in the level of
activity.
The operations of our fleet may be subject to seasonal factors. Operations in the North Sea
are often at their highest levels from April to August, and at their lowest levels from November to
February. Operations in our other areas, although involving some seasonal factors, tend to remain
more consistent throughout the year. We have historically, to the extent possible, accomplished
the majority of our regulatory drydocks during these seasonal decreases in demand in order to
minimize downtime during our traditionally peak demand periods. When a vessel is drydocked, we
incur not only the drydocking cost but also the loss of revenue from the vessel during the drydock
period. The demands of the market, the expiration of existing contracts, the start of new
contracts and the availability allowed by our customers influence the timing of drydocks throughout
the year. During the first six months of 2009, we completed 178 drydock days, compared to 252
drydock days completed in the same period last year.
We provide management services to other vessel owners for a fee, which is included in revenue.
Charter revenues and vessel expenses of these managed vessels are not included in our operating
results. These vessels are excluded for purposes of calculating fleet rates per day worked and
utilization in the applicable periods.
In addition to direct operating costs, we incur fixed charges related to the depreciation of
our fleet and costs for routine drydock inspections, which are maintenance and repairs designed to
ensure compliance with applicable regulations and maintaining certifications for our vessels with
various international classification societies.
15
Critical Accounting Policies
There have been no changes to the critical accounting policies used in our reporting of
results of operations and financial position. For a discussion of our critical accounting policies
see Managements Discussion and Analysis of Financial Condition and Results of Operations in our
Form 10-K for the year ended December 31, 2008.
Results of Operations
The table below sets forth, by region, the average day rates and utilization for our vessels
and the average number of vessels owned or chartered during the periods indicated. This fleet
generates substantially all of our revenues and operating profit. We use the information that
follows to evaluate the performance of our business.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
June 30, |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
Revenues by Region (000s) (a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Sea Based Fleet (c) |
|
|
$46,324 |
|
|
|
$53,452 |
|
|
|
$90,235 |
|
|
|
$113,960 |
|
Southeast Asia Based Fleet |
|
|
19,517 |
|
|
|
20,175 |
|
|
|
37,186 |
|
|
|
36,403 |
|
Americas Based Fleet |
|
|
38,815 |
|
|
|
8,266 |
|
|
|
86,030 |
|
|
|
14,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rates Per Day Worked (a) (b): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Sea Based Fleet (c) |
|
|
$21,199 |
|
|
|
$21,766 |
|
|
|
$21,138 |
|
|
|
$23,384 |
|
Southeast Asia Based Fleet |
|
|
21,201 |
|
|
|
17,992 |
|
|
|
20,959 |
|
|
|
16,179 |
|
Americas Based Fleet |
|
|
15,704 |
|
|
|
15,854 |
|
|
|
16,541 |
|
|
|
14,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall Utilization (a) (b): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Sea Based Fleet |
|
|
93.1 |
% |
|
|
95.3 |
% |
|
|
88.8 |
% |
|
|
93.8 |
% |
Southeast Asia Based Fleet |
|
|
93.8 |
% |
|
|
86.6 |
% |
|
|
90.5 |
% |
|
|
91.3 |
% |
Americas Based Fleet |
|
|
79.9 |
% |
|
|
85.5 |
% |
|
|
86.2 |
% |
|
|
86.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Owned/Chartered Vessels (a) (d): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Sea Based Fleet (c) |
|
|
25.0 |
|
|
|
27.0 |
|
|
|
25.4 |
|
|
|
27.7 |
|
Southeast Asia Based Fleet |
|
|
11.0 |
|
|
|
14.8 |
|
|
|
11.1 |
|
|
|
13.9 |
|
Americas Based Fleet |
|
|
34.8 |
|
|
|
7.0 |
|
|
|
34.0 |
|
|
|
6.7 |
|
|
|
|
|
|
Total |
|
|
70.8 |
|
|
|
48.8 |
|
|
|
70.5 |
|
|
|
48.3 |
|
|
|
|
|
|
(a) |
|
Includes all owned or bareboat chartered vessels. |
|
(b) |
|
Rate per day worked is defined as total charter revenues divided by number of days worked.
Utilization rate is defined as the total days worked divided by total days of availability in
the period. |
|
(c) |
|
Revenues for vessels in the North Sea based fleet are primarily earned in Pound Sterling
(GBP), Norwegian Kroner (NOK) and Euros, and have been converted to U.S. Dollars (US$) at the
average exchange rate for the period. The average equivalent exchange rate per one US$ for
the periods indicated is as follows: |
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
1 US$= |
|
1 US$= |
|
|
|
|
|
GBP |
|
|
0.644 |
|
|
|
0.507 |
|
|
|
0.669 |
|
|
|
0.506 |
|
NOK |
|
|
6.483 |
|
|
|
5.069 |
|
|
|
6.665 |
|
|
|
5.190 |
|
Euro |
|
|
0.734 |
|
|
|
0.639 |
|
|
|
0.750 |
|
|
|
0.653 |
|
(d) |
|
Average number of vessels is calculated based on the aggregate number of vessel days
available during each period divided by the number of calendar days in such period. Includes
owned and bareboat vessels only, and is adjusted for vessel additions and dispositions
occurring during each period. |
Comparison of the Three Months Ended June 30, 2009 with the Three Months Ended June 30, 2008
For the quarter ended June 30, 2009, we had net income of $34.9 million, or $1.38 per diluted
share, on revenues of $104.7 million. For the same period in 2008, net income was $46.8 million,
or $2.00 per diluted share on revenues of $81.9 million.
Our revenues for the quarter ended June 30, 2009, increased $22.8 million, or 28%, compared
to the second quarter of 2008. The increase in revenue was due mainly to the $27.9 million
contribution related to the Rigdon Acquisition that occurred July 1, 2008. The increase was offset
by a decrease in net capacity of $2.6 million related to the sale of seven of our older vessels,
offset by the additions of the Sea Cherokee and Sea Choctaw in 2009. Also, offsetting the increase
was the combination of the currency effect and the overall decrease in day rates from $19,872 in
the second quarter of 2008 to $18,712 in the current year quarter, which negatively impacted
revenue by $7.1 million. Overall utilization excluding the acquired Rigdon vessels increased from
91.2% in the second quarter of 2008 to 93.4% in the current year quarter, which increased revenue
by $4.6 million.
North Sea
Revenues in the North Sea region decreased by $7.1 million, or 13.3%, to $46.3 million in the
second quarter of 2009. This decrease was primarily a result of a combination of the strengthening
of the US$ and the decrease in day rates from $21,766 to $21,199, which contributed $7.1 million to
the decrease in revenue. The region also experienced a decrease of $3.7 million in capacity
resulting primarily from the sale of the two vessels. Even though utilization decreased from 95.3%
in the second quarter of 2008 to 93.1% of the current quarter, revenue increased by $3.7 million as
the mix of days worked associated with vessels on higher day rates was positive. Operating income
decreased $9.1 million over the prior year quarter, due to the decrease in revenue offset by the
decrease in operating expenses and a decrease of the gain on asset sales of $12.1 million. Drydock
expense decreased by $1.9 million due primarily to approximately 35 less drydock days. Depreciation
expense decreased mainly due to fewer vessels as a result of the vessel sales. General and
administrative expense in the second quarter of 2009 was $2.4 million compared to $3.3 million in
the prior year quarter. The decrease is primarily due to the currency effect of a stronger US$.
17
Southeast Asia
Revenues for our Southeast Asia based fleet decreased by $0.7 million to $19.5 million in the
second quarter of 2009. Capacity decreased revenue by $0.2 million as a result of the disposal of
vessels throughout 2008. This is offset by the addition of two new vessels in 2009, the Sea
Cherokee and Sea Choctaw. Utilization for the first quarter of 2008 was 86.6% compared to the
current quarter of 93.8%, which increased revenue by $0.5 million. Even though day rates increased
from the prior year quarter, the negative effect of the mix of days worked to vessels on lower day
rates reduced revenue by $1.0 million. Operating income for Southeast Asia was $14.7 million in the
second quarter of 2009 compared to $18.7 million in the same 2008 quarter. The decrease is due
mainly to the decrease in revenue coupled with the decrease of the gain on asset sales of $3.4
million.
Americas
The Americas region revenues increased by $30.5 million compared to the second quarter of
2008. The increase in revenue is due primarily to the July 1, 2008 Rigdon Acquisition, which
contributed $27.9 million in the current year quarter. Also contributing to the increase in revenue
was the mobilization of the Sea Kiowa into the region. Utilization excluding the Rigdon Acquisition
increased from 85.5% in the second quarter of 2008 to 93.8% in the current year quarter which
contributed $0.5 million to the increase in revenue. The overall mix in day rates and currency
fluctuations in the current quarter compared to the prior year quarter negatively impacted revenue
by $0.9 million. Operating income was $8.4 million in the second quarter of 2009 compared to $1.5
million in the second quarter of 2009. The increase is due mainly to the effect of the Rigdon
Acquisition.
Other
Other expenses in the second quarter of 2009 increased by $3.6 million compared to the prior
year quarter resulting primarily from $4.0 million in higher interest expense as a result of higher
borrowings under the revolving line of credit and interest incurred on debt assumed through the
Rigdon Acquisition. The effect of the foreign currency exchange rates contributed an additional
gain of $0.6 million in 2009 compared to the second quarter of 2008, and interest income earned was
lower by $0.2 million in the second quarter of 2009 compared to the prior year quarter.
Tax Provision
Our income tax provision for the second quarter was $0.04 million, compared to the $0.4
million benefit, for the second quarter of 2008. The decrease in the 2009 period reflected a
change in the mix of our pre tax profits from high to low tax jurisdictions.
Comparison of the Six Months Ended June 30, 2009 with the Six Months Ended June 30, 2008
For the six months ended June 30, 2009, we had net income of $49.1 million, or $1.94 per
diluted share, on revenues of $213.5 million. During the same period in 2008, net income was $79.0
million, or $3.40 per diluted share, on revenues of $165.2 million.
18
Our year to date revenue increased 29% or $48.2 million year over year. This increase was
primarily due to the Rigdon Acquisition offset by lower day rates in all regions. Also contributing
to the increase in earnings was the full year effect of the addition of the Sea Apache and Sea
Kiowa that occurred in the first quarter of 2008 and the additions of the Sea Cherokee, and Sea
Choctaw that occurred in 2009. Offsetting this was the sale of seven vessels and the sale of the
Sefton Supporter, which has not been included in our published vessel count.
Operating income decreased by $40.7 million, from $81.3 million in 2008 to $40.6 million this
year. The decrease is due largely to the $46.2 million impairment charge resulting from a shipyard
defaulting on the construction of three vessels. Operating income excluding the charge would have
been $86.8 million for the first six months of 2009 compared to $81.3 million for the same 2008
period. The increase, before the impairment charge, is due primarily to the income generated from
the Rigdon Acquisition offset by the decrease of the gain on sale of assets.
North Sea
North Sea revenue decreased 20.8%, or $23.7 million in 2009 compared to 2008. The effect of
the strengthening of the US$ and the decrease in day rates from $23,384 in 2008 to $21,138 in 2009
contributed $16.8 million to the decrease in revenue. Also contributing $6.9 million to the
decrease in revenue was sale of two vessels in 2008, and the mobilization of the Highland Piper out
of the region. Operating income decreased by $16.1 million compared to 2008, resulting primarily
from the decrease in gain on sale of assets and the effect of the strengthening US$ on both revenue
and expenses.
Southeast Asia
Revenue for our Southeast Asia based fleet increased by $0.8 million, from $36.4 million in
the first six months of 2008 to $37.2 million in the same 2009 period. The increase was primarily
attributable to an increase in the fleet size in the region as a result of the full year effect of
the additions of the Sea Apache and Sea Kiowa in early 2008, and the additions of the Sea Cherokee
and Sea Choctaw in 2009. Offsetting the additions was the sale of three of our older vessels in
2008 and the loss of the Sea Searcher in 2009. Also the Sea Kiowa, which was added in early 2008,
was subsequently mobilized to the Americas region. Day rates increased from $16,179 in 2008 to
$20,959 in 2009, which contributed $0.3 million to the increase in revenue. Utilization decreased
from 91.3% in 2008 to 90.5% in 2009, reducing revenue by $0.6 million. Operating income decreased
from $29.9 million in 2008 to $28.8 million this year. The decrease is due mainly to the decrease
in the gain on asset sales.
Americas
Our Americas region revenue increased $71.2 million, from $14.9 million in 2008 to $86.0
million in 2009. The increase in revenue is due primarily to the July 1, 2008 Rigdon Acquisition
which contributed $64.4 million to the increase. Also contributing $6.6 million to the increase was
the mobilization into the region of the Highland Piper and Sea Kiowa. Excluding the $46.2 million
impairment charge, operating income increased $24.3 million from 2008 resulting primarily from the
effect of the Rigdon Acquisition.
19
Other
In the six months ended June 30, 2009, other expenses totaled $11.4 million, an increase of
$9.9 million from 2008. The increase was due primarily to higher interest expense of $8.0 million
as a result of higher borrowings under our revolving line of credit and interest incurred on
outstanding debt assumed through the Rigdon Acquisition. The effect of the foreign currency
exchange rates contributed a loss of $1.4 million in 2009 compared to 2008. Interest income earned
in 2009 was $0.1 million compared to $0.6 million in 2008.
Tax Provision
Our income tax provision for the first half of 2009 was a $19.9 million benefit compared to a
provision of $0.7 million or 0.92% effective tax rate, for the same 2008 period. The decrease in
our effective tax rate is due to our recording of tax benefits in the first quarter of 2009 for the
impairment charge and the change in the Norway tonnage tax regime.
Liquidity, Capital Resources and Financial Condition
Our ongoing liquidity requirements are generally associated with our need to service debt,
fund working capital, acquire or improve equipment and make other investments. Since inception, we
have been active in the acquisition of additional vessels through both the resale market and new
construction. Bank financing, equity capital and internally generated funds have historically
provided funding for these activities. Internally generated funds are directly related to fleet
activity and vessel day rates, which are generally dependent upon the demand for our vessels which
is ultimately determined by the supply and demand of crude oil and natural gas.
On July 1, 2008, in conjunction with the Rigdon Acquisition we assumed a $224 million Senior
Secured Credit Facility held with a syndicate of banks led by DVB Bank NV as agent, and a $85
million Subordinated Secured Credit Facility held by DVB Bank NV. Both facilities mature on June
30, 2010, and, as such, the combined outstanding liability of $209.6 million as of June 30, 2009,
has been reclassified from long term to current. Our current intention is to refinance a
substantial majority of this facility before the end of the year.
There can be no assurances that we will be able to refinance these
facilities on terms that would be acceptable, but we are in ongoing discussions
and negotiations with different banks that have expressed an interest in providing the refinancing.
If we do not refinance, we currently anticipate repaying the debt at
maturity through a combination of cash on hand, cash generated by operations over the next year, and borrowing on the
available portion of our revolving line of credit.
Net working capital at June 30, 2009, was a deficit of $7.2 million. Cash on hand at June 30,
2009 totaled $165.9 million. Net cash provided by operating activities was $54.2 million for the
three months ended June 30, 2009, and cash used in investing activities for the same three months
was $3.1 million.
We anticipate that our current level of cash on hand, cash flows from operations, and
availability under our credit facility will be adequate to repay our debts due and will provide
sufficient resources to finance our operating requirements. However, our ability to fund working
capital, capital expenditures and debt service in excess of cash on hand will be dependent upon the
success of our operations. To the extent that existing sources are insufficient to meet those cash
requirements, we would seek other debt or equity financing; however, we can give no assurances that
such debt or equity financing would be available on acceptable terms.
20
Currency Fluctuations and Inflation
The majority of our operations are international; therefore we are exposed to currency
fluctuations and exchange rate risks. Charters for vessels in the North Sea fleet are primarily
denominated in Pounds Sterling (GBP) with a portion denominated in Norwegian Kroner (NOK) and
Euros. Mostly all of our operating costs are denominated in the same currency as charter hire in
order to reduce the risk of currency fluctuations. For the periods indicated, the average
equivalent exchange rate per one U.S. Dollar (US$) were:
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|
|
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|
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|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
1 US$= |
|
1 US$= |
|
|
|
|
|
GBP |
|
|
0.644 |
|
|
|
0.507 |
|
|
|
0.669 |
|
|
|
0.506 |
|
NOK |
|
|
6.483 |
|
|
|
5.069 |
|
|
|
6.665 |
|
|
|
5.190 |
|
Euro |
|
|
0.734 |
|
|
|
0.639 |
|
|
|
0.750 |
|
|
|
0.653 |
|
Our North Sea based fleet generated $46.3 million in revenue and $22.5 million in operating
income for the three months ended June 30, 2009 and $90.2 million in revenue and $42.0 million in
operating income for the six months ended June 30, 2009.
Reflected in the accompanying balance sheet as of June 30, 2009, is $38.8 million in
accumulated other comprehensive income that fluctuates based on differences in foreign currency
exchange rates as of each balance sheet date. Also included in accumulated other comprehensive
income was a gain of $4.1 million related to the cash flow hedges. Changes in the other
comprehensive income are primarily non-cash items that are attributable to investments in vessels
and dollar based capitalization between our parent company and our foreign subsidiaries.
After evaluating the U.S. Dollar debt, we have determined that it is in our best interest not
to use any financial instruments to hedge the exposure of our revenue and costs of operations to
currency fluctuations under present conditions. Our decision is based on a number of factors,
including among others:
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|
|
the cost of using hedging instruments in relation to the risks of currency
fluctuations, |
|
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|
|
the propensity for adjustments in currency denominated vessel day rates over time to
compensate for changes in the purchasing power of the currency as measured in U.S.
Dollars, |
|
|
|
|
the level of U.S. Dollar denominated borrowings available to us, and |
|
|
|
|
the conditions in our U.S. Dollar generating regional markets. |
One or more of these factors may change and we, in response, may choose to use financial
instruments to hedge risks of currency fluctuations with regards to our revenue and costs of
operations. However, in 2007, we entered into forward currency contracts to specifically hedge the
foreign currency exposure related to firm contractual commitments in the form of future vessel
payments. These hedging relationships were formally documented at inception and the contracts have
been and continue to be highly effective. As a result, by design, there is an exact offset between
the gain or loss exposure in the related underlying contractual
21
commitment. The balance sheet reflects the change in the fair value of the foreign currency
contracts and purchase commitments of $5.4 million, a decrease of $2.4 million from year-end 2008.
We also have interest rate swap agreements for a portion of the Senior Facility indebtedness
that has fixed the interest rate at 4.725% on a portion of the Senior Facility. These interest rate
swaps are accounted for as cash flow hedges. We report changes in the fair value of the cash flow
hedges in accumulated other comprehensive income. The consolidated balance sheet also contains cash
flow hedges within other long term liabilities, reflecting the fair value of the interest rate
swaps which was $6.0 million at June 30, 2009. For the six months ended June 30, 2009 a gain of
$2.0 million has been reclassified from other comprehensive income to interest expense. We expect
to reclassify $3.2 million of deferred loss on the interest rate swaps to interest expense during
the next 12 months.
To date, general inflationary trends have not had a material effect on our operating revenues
or expenses.
Forward-Looking Statements
This Form 10-Q contains certain forward-looking statements and other statements that are not
historical facts concerning, among other things, market conditions, the demand for marine and
transportation support services and future capital expenditures. These statements are subject to
certain risks, uncertainties and assumptions, including, without limitation:
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operational risk, |
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catastrophic or adverse sea or weather conditions, |
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dependence on the oil and gas industry, |
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prevailing oil and natural gas prices, |
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expectations about future prices, |
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inability to complete or delay or cost over runs on construction projects, |
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ongoing capital expenditure requirements, |
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uncertainties surrounding environmental and government regulation, |
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risk relating to leverage, |
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risks of foreign operations, |
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risk of war, sabotage or terrorism, |
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assumptions concerning competition, |
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risks of currency fluctuations, and |
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other matters. |
These statements are based on certain assumptions and analyses made by us in light of our
experience and perception of historical trends, current conditions, expected future developments
and other factors we believe are appropriate under the circumstances. Such statements are subject
to risks and uncertainties, including the risk factors discussed above and those discussed in our
Form 10-K for the year ended December 31, 2008, filed with the SEC, general economic and business
conditions, the business opportunities that may be presented to and pursued by us, changes in law
or regulations and other factors, many of which are beyond our control.
We cannot assure you that we have accurately identified and properly weighed all of the
factors which affect market conditions and demand for our vessels, that the information upon which
we have relied is accurate or complete, that our analysis of the market and demand for our
22
vessels is correct, or that the strategy based on that analysis will be successful.
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ITEM 3. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest Rate Sensitivity
Our financial instruments that are potentially sensitive to changes in interest rates include
our 7.75% Senior Notes. As of June 30, 2009, the fair value of these notes, based on quoted market
prices, was approximately $148.8 million compared to a carrying amount of $159.7 million.
Exchange Rate Sensitivity
We operate in a number of international areas and are involved in transactions denominated in
currencies other than U.S. Dollars, which exposes us to foreign currency exchange risk. At various
times we may utilize forward exchange contracts, local currency borrowings and the payment
structure of customer contracts to selectively hedge exposure to exchange rate fluctuations in
connection with monetary assets, liabilities and cash flows denominated in certain foreign
currency. We do not hold or issue forward exchange contracts or other derivative financial
instruments for speculative purposes.
Other information required under Item 3 has been incorporated into Managements Discussion and
Analysis of Financial Condition and Results of Operations and is incorporated herein.
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ITEM 4. |
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CONTROLS AND PROCEDURES |
(a) |
|
Evaluation of disclosure controls and procedures. |
Based on their evaluation of our disclosure controls and procedures as of the end of the
period covered by this report, our Chief Executive Officer and Chief Financial Officer have
concluded that the disclosure controls and procedures are effective for the period covered by the
report ensuring that the information required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the SECs rules and forms.
(b) |
|
Evaluation of internal controls and procedures. |
As of December 31, 2008, our management determined that our internal controls over financial
reporting were effective. Our assessment of the effectiveness of our internal controls over
financial reporting as of December 31, 2008, has been audited by UHY LLP, an independent public
accounting firm, as stated in our Form 10-K for the year ended December 31, 2008 filed with the
SEC.
There were no changes in our internal controls over financial reporting that occurred during
the period covered by this report that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
23
|
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|
PART II |
|
OTHER INFORMATION |
|
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|
ITEM 4. |
|
SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS |
At our annual meeting of stockholders held on May 14, 2009, our stockholders approved the
election of all nominated directors, as follows:
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Name of Nominee |
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For |
|
Withheld |
Peter I. Bijur |
|
|
20,264.539 |
|
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351,787 |
|
David J. Butters |
|
|
20,194,461 |
|
|
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421,865 |
|
Brian R. Ford |
|
|
20,439,990 |
|
|
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176,336 |
|
Louis S. Gimbel, 3rd |
|
|
20,344,865 |
|
|
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271,461 |
|
Sheldon S. Gordon |
|
|
20,436,205 |
|
|
|
180,121 |
|
Robert B. Millard |
|
|
20,369,397 |
|
|
|
246,929 |
|
Robert T. OConnell |
|
|
19,880,844 |
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735,482 |
|
Larry T. Rigdon |
|
|
19,229,021 |
|
|
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1,387,305 |
|
Rex C. Ross |
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|
20,436,205 |
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|
|
180,121 |
|
Bruce A. Streeter |
|
|
20,353,244 |
|
|
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263,082 |
|
At our annual meeting of stockholders held on May 14, 2009, our stockholders approved the
selection of UHY LLP as the Companys independent auditors for the fiscal year ending December 31,
2009, as follows:
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|
|
|
|
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For |
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Against |
|
Abstained |
|
20,523,260 |
|
|
|
90,604 |
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|
|
2,463 |
|
Exhibits
See Exhibit Index for list of Exhibits filed herewith.
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.
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|
GulfMark Offshore, Inc.
(Registrant)
|
|
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By: |
/s/ Quintin V. Kneen
|
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|
|
Quintin V. Kneen |
|
|
|
Executive Vice President and
Chief Financial Officer |
|
Date: July 28, 2009
24
EXHIBIT INDEX
|
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|
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|
|
Filed Herewith or |
|
|
|
|
Incorporated by Reference |
|
|
|
|
from the |
Exhibits |
|
Description |
|
Following Documents |
|
|
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|
3.1
|
|
Certificate of Incorporation, dated
December 4, 1996
|
|
Incorporated by
reference to Exhibit 3.1
to our annual report on
Form 10-K for the year
ended December 31, 2008 |
|
|
|
|
|
3.2
|
|
Certificate of Amendment of Certificate of
Incorporation, dated March 6, 1997
|
|
Incorporated by
reference to Exhibit 4.2
to our Registration
Statement on Form S-3,
Registration No.
333-153459, filed on
September 12, 2008 |
|
|
|
|
|
3.3
|
|
Certificate of Amendment of Certificate of
Incorporation, dated May 24, 2002
|
|
Incorporated by
reference to Exhibit 4.3
to our Registration
Statement on Form S-3,
Registration No.
333-153459, filed on
September 12, 2008 |
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3.4
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|
Bylaws, dated December 5, 1996
|
|
Incorporated by
reference to Exhibit 3.3
to our Registration
Statement on Form S-4,
Registration No.
333-24141, filed on
March 28, 1997 |
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3.5
|
|
Amendment No. 1 to Bylaws
|
|
Incorporated by
reference to Exhibit 3.1
to our Form 8-K/A filed
on September 17, 2007 |
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|
4.1
|
|
See Exhibit Nos. 3.1, 3.2 and 3.3 for
provisions of the Certificate of
Incorporation and Exhibits 3.4 and 3.5 for
provisions of the Bylaws defining the
rights of the holders of Common Stock
|
|
Incorporated by
reference to Exhibit 3.1
to our annual report on
Form 10-K for the year
ended December 31, 2008,
Exhibits 4.2 and 4.3 to
our Registration
Statement on Form S-3,
Registration No.
333-153459, filed on
September 12, 2008,
Exhibit 3.3 to our
Registration Statement
on Form S-4,
Registration No.
333-24141, filed on
March 28, 1997, and
Exhibit 3.1 to our Form
8-K/A filed on September
17, 2007 |
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4.2
|
|
Specimen Certificate for GulfMark
Offshore, Inc. Common Stock, $0.01 par
value
|
|
Incorporated by
reference to Exhibit 4.2
to our Registration
Statement on Form S-1,
Registration No.
333-31139, filed on
July 11, 1997 |
|
|
|
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|
4.3
|
|
Indenture, dated as of July 21, 2004,
among GulfMark Offshore, Inc., as Issuer,
and U.S. Bank National Association, as
Trustee, including a form of the Companys
7.75% Senior Notes due 2014
|
|
Incorporated by
reference to Exhibit 4.4
to our quarterly report
on Form 10-Q for the
quarter ended September
30, 2004 |
25
|
|
|
|
|
4.4
|
|
Registration Rights Agreement, dated July
21, 2004, among GulfMark Offshore, Inc.
and the initial purchasers
|
|
Incorporated by
reference to Exhibit 4.5
to our quarterly report
on Form 10-Q for the
quarter ended September
30, 2004 |
|
|
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|
|
4.5
|
|
Registration Rights Agreement, dated July
1, 2008, among GulfMark Offshore, Inc. and
certain of the Rigdon Shareholders
|
|
Incorporated by
reference to Exhibit 4.5
to our current report on
Form 8-K filed on July
7, 2008 |
|
|
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|
31.1
|
|
Section 302 certification for B.A. Streeter
|
|
Filed herewith |
|
|
|
|
|
31.2
|
|
Section 302 certification for Q.V. Kneen
|
|
Filed herewith |
|
|
|
|
|
32.1
|
|
Section 906 certification furnished for
B.A. Streeter
|
|
Filed herewith |
|
|
|
|
|
32.2
|
|
Section 906 certification furnished for Q.
V. Kneen
|
|
Filed herewith |
26