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 March 31, 2011
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.)
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10111 Richmond Avenue, Suite 340, Houston, Texas
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77042 |
(Address of principal executive offices)
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(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 þ 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 þ 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.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
YES o NO þ
Number
of shares of Class A Common Stock, $0.01 par value, outstanding
as of April 27, 2011:
26,500,461.
(Exhibit Index Located on Page 22)
GulfMark Offshore, Inc.
Index
2
PART 1. FINANCIAL INFORMATION
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ITEM 1. |
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FINANCIAL STATEMENTS |
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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March 31, |
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December 31, |
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2011 |
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2010 |
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(In thousands, except par value amount) |
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ASSETS |
Current assets: |
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Cash and cash equivalents |
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$ |
105,516 |
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$ |
97,195 |
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Trade accounts receivable, net of allowance for doubtful accounts of $260 and $283,
respectively |
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67,110 |
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66,714 |
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Other accounts receivable |
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13,410 |
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10,326 |
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Prepaid expenses and other current assets |
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21,545 |
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16,645 |
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Total current assets |
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207,581 |
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190,880 |
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Vessels, equipment, and other fixed assets at cost, net of accumulated depreciation of
$302,532 and $282,395, respectively |
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1,193,407 |
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1,191,280 |
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Construction in progress |
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3,018 |
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2,920 |
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Goodwill |
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33,625 |
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31,987 |
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Intangibles, net of accumulated amortization of $7,929 and $7,208, respectively |
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26,669 |
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27,390 |
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Deferred costs and other assets |
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21,158 |
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19,993 |
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Total assets |
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$ |
1,485,458 |
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$ |
1,464,450 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
Current liabilities: |
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Current portion of long-term debt |
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$ |
33,333 |
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$ |
33,333 |
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Accounts payable |
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17,514 |
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15,130 |
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Income and other taxes payable |
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6,490 |
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4,066 |
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Accrued personnel costs |
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21,626 |
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23,417 |
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Accrued interest expense |
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2,659 |
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5,757 |
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Other accrued liabilities |
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8,853 |
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7,676 |
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Total current liabilities |
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90,475 |
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89,379 |
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Long-term debt |
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294,779 |
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293,095 |
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Long-term income taxes: |
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Deferred tax liabilities |
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103,420 |
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102,509 |
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Other income taxes payable |
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18,427 |
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19,400 |
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Cash flow hedges |
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5,946 |
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6,807 |
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Other liabilities |
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7,276 |
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7,303 |
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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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Class A Common Stock, $0.01 par value; 60,000 shares authorized; 26,466 and 26,269
shares issued and 26,498 and 26,013 outstanding, respectively; Class B Common Stock
$0.01 per value; 60,000 shares authorized; no shares issued |
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261 |
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259 |
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Additional paid-in capital |
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373,261 |
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370,218 |
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Retained earnings |
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535,301 |
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536,468 |
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Accumulated other comprehensive income |
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57,731 |
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39,137 |
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Treasury stock, at cost |
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(9,167 |
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(7,228 |
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Deferred compensation expense |
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7,748 |
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7,103 |
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Total stockholders equity |
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965,135 |
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945,957 |
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Total liabilities and stockholders equity |
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$ |
1,485,458 |
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$ |
1,464,450 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended |
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March 31, |
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2011 |
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2010 |
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(In thousands, except per share amounts) |
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Revenue |
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$ |
81,289 |
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$ |
84,651 |
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Costs and expenses: |
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Direct operating expenses |
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44,318 |
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43,069 |
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Drydock expense |
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6,524 |
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6,964 |
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General and administrative expenses |
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11,423 |
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11,731 |
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Depreciation and amortization |
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14,675 |
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13,975 |
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Loss on sale of assets |
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10 |
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Total costs and expenses |
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76,950 |
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75,739 |
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Operating income |
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4,339 |
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8,912 |
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Other income (expense): |
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Interest expense |
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(5,727 |
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(4,989 |
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Interest income |
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67 |
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105 |
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Foreign currency gain (loss) and other |
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(58 |
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1,781 |
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Total other expense |
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(5,718 |
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(3,103 |
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Income (loss) before income taxes |
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(1,379 |
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5,809 |
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Income tax benefit |
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212 |
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15,734 |
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Net income (loss) |
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$ |
(1,167 |
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$ |
21,543 |
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Earnings (loss) per share: |
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Basic |
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$ |
(0.05 |
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$ |
0.84 |
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Diluted |
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$ |
(0.05 |
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$ |
0.84 |
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Weighted average shares outstanding: |
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Basic |
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25,679 |
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25,394 |
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Diluted |
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25,679 |
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25,544 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
For the Three Months Ended March 31, 2011
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Deferred |
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Additional |
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Accumulated Other |
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Compen- |
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Total |
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Common |
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Paid-In |
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Retained |
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Comprehensive |
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sation |
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Stockholders |
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Stock |
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Capital |
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Earnings |
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Income/(Loss) |
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Treasury Stock |
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Expense |
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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, 2010 |
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$ |
259 |
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$ |
370,218 |
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$ |
536,468 |
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$ |
39,137 |
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(256 |
) |
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$ |
(7,228 |
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$ |
7,103 |
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$ |
945,957 |
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Net loss |
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(1,167 |
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(1,167 |
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Issuance of common stock |
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1 |
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1,516 |
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1,517 |
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Exercise of stock options |
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1 |
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1,469 |
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1,470 |
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Deferred compensation plan |
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58 |
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(43 |
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(1,939 |
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645 |
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(1,236 |
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Gain on cash flow hedge, net of tax |
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507 |
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507 |
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Translation adjustment |
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18,087 |
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18,087 |
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Balance at March 31, 2011 |
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$ |
261 |
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$ |
373,261 |
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$ |
535,301 |
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$ |
57,731 |
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(299 |
) |
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$ |
(9,167 |
) |
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$ |
7,748 |
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$ |
965,135 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended |
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March 31, |
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2011 |
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2010 |
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(In thousands) |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
(1,167 |
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$ |
21,543 |
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Adjustments to reconcile net income (loss) from operations to net cash
provided by operations: |
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Depreciation and amortization |
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14,675 |
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13,975 |
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Loss on sale of assets |
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10 |
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Amortization of stock-based compensation |
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1,332 |
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1,273 |
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Amortization of deferred financing costs |
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408 |
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400 |
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Provision for doubtful accounts receivable, net of write-offs |
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(28 |
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322 |
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Deferred income tax provision (benefit) |
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762 |
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(1,485 |
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Foreign currency transaction (gain) loss |
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(124 |
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(1,615 |
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Change in operating assets and liabilities: |
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Accounts receivable |
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(2,385 |
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(1,096 |
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Prepaids and other |
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(4,667 |
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(121 |
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Accounts payable |
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2,116 |
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2,259 |
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Other accrued liabilities and other |
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(5,891 |
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(13,520 |
) |
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Net cash provided by operating activities |
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5,041 |
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21,935 |
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Cash flows from investing activities: |
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Purchases of vessels, equipment and other fixed assets |
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(1,522 |
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(55,430 |
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Proceeds from disposition of vessels and equipment |
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257 |
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Net cash
used in investing activities |
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(1,522 |
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(55,173 |
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Cash flows from financing activities: |
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Repayments of debt |
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(8,333 |
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(8,333 |
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Proceeds from borrowings |
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10,000 |
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Debt refinancing cost |
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(2,000 |
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Proceeds from exercise of stock options |
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911 |
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644 |
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Proceeds from issuance of stock |
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215 |
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247 |
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Net cash
provided by (used in) financing activities |
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2,793 |
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(9,442 |
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Effect of exchange rate changes on cash |
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2,009 |
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(1,172 |
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Net increase (decrease) in cash and cash equivalents |
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8,321 |
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(43,852 |
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Cash and cash equivalents at beginning of the period |
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97,195 |
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92,079 |
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Cash and cash equivalents at end of period |
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$ |
105,516 |
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$ |
48,227 |
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Supplemental cash flow information: |
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Interest paid, net of interest capitalized |
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$ |
8,468 |
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$ |
8,286 |
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Income taxes paid, net |
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|
888 |
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|
302 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
GULFMARK OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(1) GENERAL INFORMATION
Organization and Nature of Operations
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 and predecessors. 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, 2010, 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, 2010.
In the opinion of management, all adjustments, which include reclassification and normal
recurring adjustments necessary to present fairly the unaudited condensed consolidated 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.
7
Earnings Per Share
Basic Earnings Per Share, or EPS, is computed by dividing net income (loss) by the weighted
average number of shares of Class A Common Stock outstanding during the period. Diluted EPS is
computed using the treasury stock method for Class A Common Stock equivalents. The reconciliation
between basic and diluted earnings per share from income or loss attributable to Class A Common
Stock stockholders, including allocation to participating securities, is as follows:
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Three Months Ended |
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March 31, |
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2011 |
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|
2010 |
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|
(In thousands, except per share amounts) |
|
Income (loss): |
|
|
|
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Net income (loss) attributable to common stockholders |
|
$ |
(1,167 |
) |
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$ |
21,543 |
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Less: Distributions on participating securities |
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Less: Undistributed income allocated to participating securities |
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318 |
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Basic |
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$ |
(1,167 |
) |
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$ |
21,225 |
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|
|
|
|
|
|
|
Diluted |
|
$ |
(1,167 |
) |
|
$ |
21,543 |
|
|
|
|
|
|
|
|
Shares: |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
25,679 |
|
|
|
25,394 |
|
Dilutive effect of stock options and restricted stock awards |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
Diluted |
|
|
25,679 |
|
|
|
25,544 |
|
|
|
|
|
|
|
|
Income (loss) per common share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.05 |
) |
|
$ |
0.84 |
|
Diluted |
|
$ |
(0.05 |
) |
|
$ |
0.84 |
|
Our basic EPS presentation has been modified to conform with the guidelines set forth in ASC
260 Earnings Per Share concerning unvested share-based payment awards with non-forfeitable rights
to receive dividends or dividend. Conforming the presentation had an immaterial impact on our basic
EPS in prior periods.
(2) COMPREHENSIVE INCOME (LOSS)
The components of comprehensive income (loss), net of related tax, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(In thousands) |
|
Net income |
|
$ |
(1,167 |
) |
|
$ |
21,543 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
Unrealized gain (loss) on cash flow hedge |
|
|
507 |
|
|
|
(555 |
) |
Foreign currency translation |
|
|
18,087 |
|
|
|
(25,482 |
) |
|
|
|
Total comprehensive income (loss) |
|
$ |
17,427 |
|
|
$ |
(4,494 |
) |
|
|
|
8
Our accumulated other comprehensive income (loss) item relates primarily to our
cumulative foreign currency translation adjustments, and adjustments related to our cash flow
hedges.
(3) VESSEL ACQUISITIONS AND DISPOSITIONS
As
of April 27, 2011, we have one vessel that is being held for sale that is not included in
our fleet numbers and have no vessels under construction.
Interest is capitalized in connection with the construction of vessels. During the three month
period ended March 31, 2010, $0.7 million of interest was capitalized. We did not capitalize any
interest in the three month period ended March 31, 2011.
(4) INCOME TAXES
Except for the
portion of the current years foreign earnings that
are expected to be remitted to the U.S. in the foreseeable future, we consider earnings of our
foreign subsidiaries to be permanently reinvested, and, as such, we have not provided for any U.S.
federal or state income taxes on these permanently reinvested earnings.
(5) 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 these liabilities or claims. These liabilities and claims
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, may be estimated based on our experience in these matters and, where appropriate,
the advice of outside counsel or other outside experts. Upon the ultimate resolution of the
uncertainties surrounding our estimates of contingent liabilities and future claims, our future
reported financial results will be impacted by the difference, if any, between our estimates and
the actual amounts paid to settle the liabilities. In addition to estimates related to litigation
and tax liabilities, other examples of liabilities requiring estimates of future exposure include
contingencies arising out of acquisitions and divestitures. Our contingent liabilities are based on
the most recent information available to us regarding the nature of the exposure. Such exposures
change from period to period based upon updated relevant facts and circumstances, which can cause
our estimates to change. In the recent past, our estimates for contingent liabilities have been
sufficient to cover the actual amount of our exposure. We do not believe that the outcome of these
matters will have a material adverse effect on our business, financial condition, or results of
operations.
(6) DERIVATIVE FINANCIAL INSTRUMENTS
Derivative instruments are accounted for at fair value. The accounting for changes in the fair
value of a derivative depends on the intended use and designation of the derivative instrument. For
a derivative instrument designated as a fair value hedge, the gain or loss on the derivative is
recognized in earnings in the period of change in fair value together with the offsetting gain or
loss on the hedged item. For a derivative instrument designated as a cash flow hedge, the effective
portion of the derivatives gain or loss is initially reported as a component of
Other Comprehensive Income (OCI) and is subsequently recognized in earnings when the
9
hedged
exposure affects earnings. The ineffective portion of the gain or loss is recognized in earnings.
Gains and losses from changes in fair values of derivatives that are not designated as hedges for
accounting purposes are recognized in earnings.
Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk
relates to the loss we could incur if a counterparty were to default on a derivative contract. We
deal with investment grade counterparties and monitor the overall credit risk and exposure to
individual counterparties. We do not anticipate nonperformance by any counterparties. The amount of
counterparty credit exposure is the unrealized gains, if any, on such derivative contracts. We do
not require, nor do we post, collateral or security on such contracts.
Hedging Strategy
We are exposed to certain risks relating to our ongoing business operations. As a result, we
enter into derivative transactions to manage certain of these exposures that arise in the normal
course of business. The primary risks managed by using derivative instruments are foreign currency
exchange rate and interest rate risks. Fluctuations in these rates and prices can affect our
operating results and financial condition. We manage the exposure to these market risks through
operating and financing activities and through the use of derivative financial instruments. We do
not enter into derivative financial instruments for trading or speculative purposes.
We periodically enter into forward foreign currency contracts which are designated as fair
value hedges and are highly effective, as the terms of the forward contracts are the same as the
purchase commitments under the related contract. Any gains or losses resulting from changes in fair
value are recognized in income with an offsetting adjustment to income for changes in the fair
value of the hedged item such that there is no net impact in the consolidated statements of
operations. As of March 31, 2011, we had no open forward foreign currency contracts.
We entered into an interest rate swap with the objective of reducing our exposure to interest
rate risk for $100.0 million of our $200.0 million Facility Agreement variable-rate debt. At March
31, 2011, our interest rate derivative instruments have an outstanding notional amount of $100.0
million and have been designated as cash flow hedges. The terms of these swaps, including reset
dates and floating rate indices, match those of our underlying variable-rate debt and no
ineffectiveness has been recorded.
Early Hedge Settlement
During December 2009, we cash settled certain interest rate swap contracts prior to their
scheduled settlement dates. As a result of these transactions, we paid $6.4 million in cash, which
represented the fair value of these contracts at the date of settlement. Unrecognized losses of
$1.4 million are recorded as of March 31, 2011 in accumulated OCI related to these interest rate
swap contracts. This balance will be amortized into interest expense through December 31, 2012
based on forecasted payments as of the settlement date.
10
The following table quantifies the fair values, on a gross basis, of all our derivative
contracts and identifies the balance sheet location as of March 31, 2011 and December 31, 2010
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
|
|
March 31, 2011 |
|
|
December 31, 2010 |
|
|
March 31, 2011 |
|
|
December 31, 2010 |
|
|
|
Balance |
|
|
|
|
|
|
Balance |
|
|
|
|
|
|
Balance |
|
|
|
|
|
|
Balance |
|
|
|
|
Derivatives designed as |
|
Sheet |
|
|
Fair |
|
|
Sheet |
|
|
Fair |
|
|
Sheet |
|
|
Fair |
|
|
Sheet |
|
|
|
|
hedging instruments |
|
Location |
|
|
Value |
|
|
Location |
|
|
Value |
|
|
Location |
|
|
Value |
|
|
Location |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges |
|
5,946 |
|
Cash flow hedges |
|
6,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
5,946 |
|
|
|
|
|
|
$ |
6,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables quantify the amount of gain or loss recognized during the quarters
ended March 31, and identify the consolidated statement of operations location:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain or (Loss) |
|
Amount of Gain or (Loss) |
|
|
Amount of Gain or (Loss) |
|
Reclassified from |
|
Reclassified from |
Derivatives in cash flow |
|
Recognized in OCI on |
|
Accumulated OCI into |
|
Accumulated OCI into |
hedging relationships |
|
Derivative |
|
Income |
|
Income |
|
|
2011 |
|
2010 |
|
|
|
|
|
2011 |
|
2010 |
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
Interest rate swaps |
|
$ |
(98 |
) |
|
$ |
(1,650 |
) |
|
Interest expense |
|
$ |
(752 |
) |
|
$ |
(660 |
) |
(7) FAIR VALUE MEASUREMENTS
Each asset and liability required to be carried at fair value is classified under one of the
following criteria:
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
We have a fixed-for-floating interest rate swap agreement that has the effect of fixing the
LIBOR interest rate component on $100.0 million of the outstanding balance on the Facility
Agreement. The fixed rate component of the swap is set at 4.145% and the swap matures with the
Facility Agreement on December 31, 2012. The interest rate swap is accounted for as a cash flow
hedge. The consolidated balance sheet contains cash flow hedges within other long term liabilities,
reflecting the fair value of the interest rate swap which was $5.9 million at March 31, 2011. For
the three-month period ended March 31, 2011, $0.3 million related to this interest rate swap was
reclassified from other comprehensive income to interest expense. We expect to reclassify $1.8
million of deferred loss related to this interest rate swap to interest expense during the next 12
months. We recognize the fair value of our derivative swaps as a Level 2 valuation. We determined
the fair value of our interest rate swap based on the contractual fixed rate in the swap agreement
and the forward curve of three month LIBOR supplied by the bank as of March 31, 2011.
11
The following table presents information about our assets (liabilities) measured at fair value
on a recurring basis as of March 31, 2011, and indicates the fair value hierarchy we utilized to
determine such fair value (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Cash Flow Hedges |
|
$ |
|
|
|
$ |
5.9 |
|
|
$ |
|
|
|
$ |
5.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents information about our assets (liabilities) measured at fair
value on a recurring basis as of December 31, 2010, and indicates the fair value hierarchy we
utilized to determine such fair value (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Cash Flow Hedges |
|
$ |
|
|
|
$ |
6.8 |
|
|
$ |
|
|
|
$ |
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) NEW ACCOUNTING PRONOUNCEMENTS
In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) 2010-28, IntangiblesGoodwill and Other (Topic 350): When to Perform
Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts,
a consensus of the FASB Emerging Issues Task Force (Issue No. 10-A). ASU 2010-28 modifies Step 1 of
the goodwill impairment test under Accounting Standards Codification (ASC) Topic 350 for
reporting units with zero or negative carrying amounts to require an entity to perform Step 2 of
the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In
determining whether it is more likely than not that a goodwill impairment exists, an entity should
consider whether there are adverse qualitative factors, including the examples provided in ASC
paragraph 350-20-35-30, in determining whether an interim goodwill impairment test between annual
test dates is necessary. ASU 2010-28 allows an entity to use either the equity or enterprise
valuation premise to determine the carrying amount of a reporting unit, and is effective for fiscal
years, and interim periods within those years, beginning after December 15, 2011. We do not expect
the adoption of ASU 2010-28 in 2012 to have a material impact on our consolidated financial
statements.
(9) OPERATING SEGMENT INFORMATION
We operate three segments: the North Sea, Southeast Asia and the Americas, each
of which is
considered a reportable segment under FASB ASC 280, Segment Reporting. 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 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.
12
Operating Income (Loss) by Operating Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
Sea |
|
|
Asia |
|
|
Americas |
|
|
Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
35,399 |
|
|
$ |
15,535 |
|
|
$ |
30,355 |
|
|
$ |
|
|
|
$ |
81,289 |
|
Direct operating expenses |
|
|
20,715 |
|
|
|
2,861 |
|
|
|
20,741 |
|
|
|
|
|
|
|
44,317 |
|
Drydock expense |
|
|
3,070 |
|
|
|
185 |
|
|
|
3,269 |
|
|
|
|
|
|
|
6,524 |
|
General and administrative |
|
|
3,234 |
|
|
|
674 |
|
|
|
2,270 |
|
|
|
5,245 |
|
|
|
11,423 |
|
Depreciation expense |
|
|
4,787 |
|
|
|
2,451 |
|
|
|
7,106 |
|
|
|
332 |
|
|
|
14,676 |
|
(Gain) loss on sale of assets |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
10 |
|
|
|
|
Operating income (loss) |
|
$ |
3,593 |
|
|
$ |
9,364 |
|
|
$ |
(3,041 |
) |
|
$ |
(5,577 |
) |
|
$ |
4,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
35,275 |
|
|
$ |
15,827 |
|
|
$ |
33,549 |
|
|
$ |
|
|
|
$ |
84,651 |
|
Direct operating expenses |
|
|
20,169 |
|
|
|
2,324 |
|
|
|
20,576 |
|
|
|
|
|
|
|
43,069 |
|
Drydock expense |
|
|
2,030 |
|
|
|
1,945 |
|
|
|
2,989 |
|
|
|
|
|
|
|
6,964 |
|
General and administrative |
|
|
2,820 |
|
|
|
599 |
|
|
|
2,187 |
|
|
|
6,125 |
|
|
|
11,731 |
|
Depreciation expense |
|
|
4,660 |
|
|
|
1,965 |
|
|
|
7,128 |
|
|
|
222 |
|
|
|
13,975 |
|
|
|
|
Operating income (loss) |
|
$ |
5,596 |
|
|
$ |
8,994 |
|
|
$ |
669 |
|
|
$ |
(6,347 |
) |
|
$ |
8,912 |
|
|
|
|
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
We provide marine support and transportation services 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. A
substantial portion of our operations are international. Our fleet has grown in both size and
capability, from an original 11 vessels in 1990 to our present number of 89 active vessels, through
strategic acquisitions and the new construction of technologically advanced vessels, partially
offset by dispositions of certain older, less profitable vessels. At
April 27, 2011, our active
fleet includes 74 owned vessels and 15 managed vessels.
Our results of operations are affected primarily by day rates, fleet utilization and the
number and type of vessels in our fleet. Utilization and day rates, in turn, are influenced
principally by the demand for vessel services from the exploration and production sectors of the
oil and natural gas industry. The supply of vessels to meet this fluctuating demand is related
directly to the perception of future activity in both the drilling and production phases of the oil
and natural gas industry as well as the availability of capital to build new vessels to meet the
changing market requirements. From time to time, we bareboat charter vessels with revenue and
operating expenses reported in the same income and expense categories as our owned vessels. The
chartered vessels, however, incur bareboat charter fees instead of depreciation expense. Bareboat
charter fees are generally higher than the depreciation expense on owned vessels of similar age and
specification. The operating income realized from these vessels is therefore adversely affected by
the higher costs associated with the bareboat charter fees. These vessels are included in
calculating fleet day rates and utilization in the applicable periods.
13
We also provide management services to other vessel owners for a fee. We do not include
charter revenue and vessel expenses of these vessels in our operating results; however, management
fees are included in operating revenue. These vessels are excluded for purposes of calculating
fleet rates per day worked and utilization in the applicable periods.
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.
Our operating costs are primarily a function of fleet configuration. The most significant
direct operating cost is wages paid to vessel crews, followed by maintenance and repairs and
insurance. Generally, fluctuations in vessel utilization have little effect on direct operating
costs in the short term and, as a result, direct operating costs as a percentage of revenue may
vary substantially due to changes in day rates and utilization.
In addition to direct operating costs, we incur fixed charges related to (i) the depreciation
of our fleet, (ii) costs for routine drydock inspections, (iii) modifications designed to ensure
compliance with applicable regulations, and (iv) maintaining certifications for our vessels with
various international classification societies. The number of drydockings and other repairs
undertaken in a given period generally determines our maintenance and repair expenses. The demands
of the market, the expiration of existing contracts, the start of new contracts, seasonal factors
and customer preferences influence the timing of drydocks. During the first quarter of 2011, we
completed 191 drydock days, compared to 205 drydock days completed in the same quarter last year.
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, 2010.
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.
14
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2011 |
|
2010 |
|
|
|
Revenues by Region (000s) (a): |
|
|
|
|
|
|
|
|
North Sea Based Fleet (c) |
|
$ |
35,399 |
|
|
$ |
35,275 |
|
Southeast Asia Based Fleet |
|
|
15,535 |
|
|
|
15,827 |
|
Americas Based Fleet |
|
|
30,355 |
|
|
|
33,549 |
|
|
|
|
|
|
|
|
|
|
Average Rates Per Day Worked (a) (b): |
|
|
|
|
|
|
|
|
North Sea Based Fleet (c) |
|
$ |
17,789 |
|
|
$ |
16,771 |
|
Southeast Asia Based Fleet |
|
|
15,248 |
|
|
|
18,039 |
|
Americas Based Fleet |
|
|
14,194 |
|
|
|
13,362 |
|
|
|
|
|
|
|
|
|
|
Overall Utilization (a) (b): |
|
|
|
|
|
|
|
|
North Sea Based Fleet |
|
|
87.1 |
% |
|
|
90.2 |
% |
Southeast Asia Based Fleet |
|
|
83.2 |
% |
|
|
83.1 |
% |
Americas Based Fleet |
|
|
70.5 |
% |
|
|
79.8 |
% |
|
|
|
|
|
|
|
|
|
Average Owned/Chartered Vessels (a) (d): |
|
|
|
|
|
|
|
|
North Sea Based Fleet (c) |
|
|
25.0 |
|
|
|
25.3 |
|
Southeast Asia Based Fleet |
|
|
14.0 |
|
|
|
12.0 |
|
Americas Based Fleet |
|
|
35.0 |
|
|
|
36.0 |
|
|
|
|
Total |
|
|
74.0 |
|
|
|
73.3 |
|
|
|
|
|
|
|
(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. See Currency Fluctuations and Inflation below for
exchange rates. |
|
(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 March 31, 2011 with the Three Months Ended March 31, 2010
For the quarter ended March 31, 2011, we had a net loss of $1.2 million, or $0.05 per diluted
share, on revenues of $81.3 million. In comparison, for the same period in 2010, net income was
$21.5 million, or $0.84 per diluted share, on revenues of $84.7 million.
Our revenues for the quarter ended March 31, 2011 decreased $3.4 million, or 4.0%, compared to
the first quarter of 2010. The decrease in revenue was due mainly to the overall decrease in
utilization from 83.9% in the first quarter of 2010 to 78.5% in the current year quarter, which
negatively impacted revenue by $5.3 million. The decrease partially was offset by a combination of
the weakening U.S. Dollar and an increase in overall day rates from $15,385 in the first quarter of
2010 to $15,753 in the current quarter, which together increased revenue by $1.9 million.
15
Operating income decreased $4.6 million compared with the first quarter of 2010. The decrease
is due primarily to lower revenue but is also affected by increased direct operating and
depreciation expenses. This was offset by a decrease in general and administrative expense from
$11.7 million in the first quarter of 2010 to $11.4 million in the current year quarter combined
with lower drydock expense of $0.4 million due to fewer drydock days in the current quarter
compared to the first quarter of 2010.
North Sea
Revenues in the North Sea region increased by $0.1 million to $35.4 million in the first
quarter of 2011. The combination of the weakening of the U.S. Dollar and the increase in day rates
from $16,771 in the first quarter of 2010 to $17,789 in the current year quarter, contributed $2.8
million to the increase in revenue. The overall vessel count in the first quarter of 2011 is the
same as in the first quarter of 2010, however, the timing of the sale of one vessel and the
addition of a new build resulted in a decrease in revenue of $0.3 million. Utilization decreased
from 90.2% in the first quarter of 2010 to 87.1% in the current quarter, which negatively impacted
revenue by $2.4 million. Operating income decreased $2.0 million from the prior year quarter due
mainly to higher drydock expense and higher crew salaries and travel cost. General and
administrative expense increased $0.4 million due to an increase in salaries and professional fees.
Southeast Asia
Revenues for our Southeast Asia based fleet decreased by $0.3 million to $15.5 million in the
first quarter of 2011. Increased capacity as a result of the delivery of two new vessels during the
second and third quarter of 2010, combined with a small increase in utilization increased revenue
by $3.2 million in the first quarter of 2011. Offsetting the increase, day rates in the region
decreased from $18,039 in the prior year first quarter to $15,248 in the first quarter of the
current year, lowering revenue by $3.5 million. Operating income was $9.4 million in the first
quarter of 2011 compared to $9.0 million in the same 2010 quarter. The increase is due mainly to
lower drydock expense in the first quarter of 2011 of $1.8 million as a result of 49 fewer drydock
days. This was offset by a small decrease in revenue and an increase in operating and depreciation
expenses resulting from the addition of two new vessels in 2010. General and administrative expense
was $0.6 million in the first quarter of 2010 compared to $0.7 million in the current year quarter.
Americas
The Americas region revenues decreased by $3.2 million, or 9.5%, to $30.4 million in the first
quarter of 2011. Lower utilization in the region decreased revenue by $4.7 million as utilization
rates decreased from 79.8% in the prior year quarter to 70.5% in the first quarter of 2011. In
addition, lower capacity due to the sale of a vessel in 2010 decreased revenue by $1.1 million from
the first quarter of 2010. This was partially offset by an increase in revenue of $2.6 million
resulting in an increase in day rates from $13,362 in the first quarter of 2010 to $14,194 in the
current year quarter. The region incurred an operating loss of $3.0 million in the first quarter of
2011, compared to a gain of $0.7 million in the first quarter of 2010. The decrease is due to the
decrease in revenue, an increase in drydock expense due to more drydock days in the current year
quarter and an increase in crew salaries and benefits. General and administrative expense was $2.2
million the first quarter in 2010 compared to $2.3 million in 2011.
16
Other
Other expenses in the first quarter of 2011 increased by $2.6 million compared to the prior
year quarter resulting primarily from the foreign currency impact in 2011 compared to the prior
year and an increase in interest expense due to lower capitalized interest.
Tax Rate
Our effective tax rate for the first quarter of
2011 was 9.7% excluding unusual items. This
compares to a 9.4% effective tax rate benefit in the first quarter of 2010, excluding the $15.0
million reversal of accrued tax for a change in Norwegian tax law. The change in rate from the prior year is
primarily attributable to the U.S. tax impact of remitting a portion of our 2011 foreign
earnings.
Liquidity, Capital Resources and Financial Condition
Our ongoing liquidity requirements are generally associated with our need to service debt,
fund working capital, maintain our fleet, finance the construction of new vessels and acquire or
improve equipment or vessels. We plan to continue to be 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
for offshore drilling for crude oil and natural gas.
We completed our last vessel construction program in 2010 and have no new vessel construction
commitments for 2011. Interest expense at current rates under our existing debt arrangements,
assuming no additional borrowings, will be approximately $23.0 million for 2011. Minimum repayments
under our existing debt arrangements will be approximately $33.3 million for 2011. These amounts
are anticipated to be paid from a combination of cash on hand and cash from operations.
In addition, we are required to make expenditures for the certification and maintenance of our
vessels. We expect our drydocking expenditures to be approximately $16.7 million in 2011.
Net working capital at March 31, 2011, was $117.1 million, including $105.5 million in cash.
Net cash provided by operating activities was $5.0 million for the three months ended March 31,
2011. Net cash used in investing activities was $1.5 million. Net cash provided by financing
activities was $2.8 million.
At March 31, 2011, we had approximately $105.5 million of cash on hand and $10.0 million drawn
under our $175.0 million Revolving Loan Facility, $158.3 million borrowed under our Facility
Agreement, and $160.0 million outstanding under our Senior Notes.
We anticipate that cash on hand and future cash flow from operations for 2011 will be adequate
to repay our debts due and payable during such period, to complete scheduled drydockings, to make
normal recurring capital additions and improvements and to meet operating and working capital
requirements. This expectation, however, is dependent upon the success of our operations.
17
Currency Fluctuations and Inflation
A majority of our operations are international; therefore we are exposed to currency
fluctuations and exchange rate risks. In areas where currency risks are potentially high, we
normally accept only a small percentage of charter hire in local currency, with the remainder paid
in U.S. Dollars. Operating costs are substantially denominated in the same currency as charter hire
in order to reduce the risk of currency fluctuations. Charters for vessels in our North Sea fleet
are primarily denominated in Pounds Sterling (GBP), with a portion denominated in Norwegian Kroner
(NOK) or Euros. The North Sea fleet generated 43.5% of our total consolidated revenue and $3.6
million in operating income for the three months ended March 31, 2011. In the first quarter of
2011, the exchange rates of GBP, NOK and Euros against the U.S. Dollar ranged as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
1 US$ = |
|
|
|
|
GBP |
|
|
0.624 |
|
|
|
0.641 |
|
NOK |
|
|
5.536 |
|
|
|
5.862 |
|
Euro |
|
|
0.706 |
|
|
|
0.723 |
|
Our outstanding debt is denominated in U.S. Dollars, but a substantial portion of our
revenue is generated in currencies other than the U.S. Dollar. We have evaluated these conditions
and have determined that it is not in our interest to use any financial instruments to hedge this
exposure under present conditions. Our strategy is in part based on a number of factors including
the following:
|
|
|
the cost of using hedging instruments in relation to the risks of currency fluctuations; |
|
|
|
|
the propensity for adjustments in these foreign currency denominated vessel day rates
over time to compensate for changes in the purchasing power of these currencies 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, in response, we may begin to use financial
instruments to hedge risks of currency fluctuations. We will from time to time hedge known
liabilities denominated in foreign currencies to reduce the effects of exchange rate fluctuations
on our financial results, such as a fair value hedge associated with the construction of vessels.
In this regard, 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. As a result, by design, there was exact offset between the gain or loss exposure in the
related underlying contractual commitment. These contracts expired in early 2010 and there are no
outstanding contracts at March 31, 2011. See Part I, Items 1 and 2 Business and Properties New
Vessel Construction, Acquisition and Divestiture Program, and Drydocking Obligations of our Form
10-K for the year ended December 31, 2010 for more details. We do not use foreign currency forward
contracts for trading or speculative purposes.
18
Reflected in the accompanying consolidated balance sheet at March 31, 2011, is $57.7 million
in accumulated other comprehensive income primarily relating to the higher exchange rate at March
31, 2011 in comparison to the exchange rate when we invested capital in these markets. Accumulated
other comprehensive income related to the changes in foreign currency
exchange rates was $60.5
million at March 31, 2011. Also included in accumulated other comprehensive income was a loss of
$2.8 million related to our cash flow hedges. Changes in the other comprehensive income are
non-cash items that are primarily attributable to investments in vessels and U.S. Dollar based
capitalization between our parent company and our foreign subsidiaries. The current year activity
reflects the changes in the U.S. Dollar compared to the functional currencies of our major
operating subsidiaries, particularly in the U.K. and Norway.
To date, general inflationary trends have not had a material effect on our operating revenues
or expenses.
Off-Balance Sheet Arrangements
We have evaluated our off-balance sheet arrangements, and have concluded that we do not have
any material relationships with unconsolidated entities or financial partnerships that have been
established for the purpose of facilitating off-balance sheet arrangements (as that term is defined
in Item 303(a)(4)(ii) of Regulations S-K). Based on this evaluation we believe that no disclosures
relating to off-balance sheet arrangements are required.
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:
|
|
|
operational risk, |
|
|
|
|
catastrophic or adverse sea or weather conditions, |
|
|
|
|
dependence on the oil and natural gas industry, |
|
|
|
|
volatility in oil and natural gas prices, |
|
|
|
|
delay or cost overruns on construction projects or insolvency of the shipbuilders, |
|
|
|
|
lack of shipyard or equipment availability, |
|
|
|
|
ongoing capital expenditure requirements, |
|
|
|
|
uncertainties surrounding environmental and government regulation, |
|
|
|
|
uncertainties surrounding deep water permitting and exploration and development
activities, |
|
|
|
|
risks relating to compliance with the Jones Act, |
|
|
|
|
risks relating to leverage, |
|
|
|
|
risks of foreign operations, |
|
|
|
|
risk of war, sabotage, piracy or terrorism, |
|
|
|
|
assumptions concerning competition, |
|
|
|
|
risks of currency fluctuations, and |
|
|
|
|
other matters. |
19
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, 2010, 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 vessels
is correct, or that the strategy based on that analysis will be successful.
|
|
|
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 March 31, 2011, the fair value of these notes, based on quoted
market prices, was approximately $163.9 million compared to a carrying amount of $159.8 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.
|
|
|
ITEM 4. |
|
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.
20
As of December 31, 2010, 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, 2010, has been audited by UHY LLP, an independent public
accounting firm, as stated in our Form 10-K for the year ended December 31, 2010 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.
PART II OTHER INFORMATION
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.
|
|
|
|
|
|
GulfMark Offshore, Inc.
(Registrant)
|
|
|
By: |
/s/ Quintin V. Kneen
|
|
|
|
Quintin V. Kneen |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
Date:
April 28, 2011
21
INDEX TO EXHIBITS
|
|
|
|
|
|
|
|
|
Filed Herewith or |
|
|
|
|
Incorporated by Reference |
|
|
|
|
from the |
Exhibits |
|
Description |
|
Following Documents |
|
|
|
|
|
3.1
|
|
Certificate of Incorporation, as amended
|
|
Exhibit 3.1 to our
current report on Form
8-K filed on February
24, 2010 |
|
|
|
|
|
3.2
|
|
Bylaws, as amended
|
|
Exhibit 3.2 to our
current report on Form
8-K filed on February
24, 2010 |
|
|
|
|
|
4.1
|
|
Description of GulfMark Offshore, Inc.
Common Stock
|
|
Exhibit 4.1 to our
current report on Form
8-K filed on February
24, 2010 |
|
|
|
|
|
4.2
|
|
Form of U.S. Citizen Stock Certificates
|
|
Exhibit 4.2 to our
current report on Form
8-K filed on February
24, 2010 |
|
|
|
|
|
4.3
|
|
Form of Non-U.S. Citizen Stock Certificates
|
|
Exhibit 4.3 to our
current report on Form
8-K filed on February
24, 2010 |
|
|
|
|
|
4.4
|
|
Indenture, dated as of July 21, 2004,
between GulfMark Offshore, Inc., as the
Company, and U.S. Bank National
Association, as Trustee, including a form
of the Companys 7.75% Senior Notes due
2014
|
|
Exhibit 4.4 to our
quarterly report on Form
10-Q for the quarter
ended September 30, 2004 |
|
|
|
|
|
4.5
|
|
First Supplemental Indenture, dated as of
February 24, 2010, between GulfMark
Offshore, Inc. (f/k/a New GulfMark
Offshore, Inc.), as the Company and U.S.
Bank Association, as Trustee, for the
Companys 7.75% Senior Notes due 2014
|
|
Exhibit 10.1 to our
current report on Form
8-K filed on February
24, 2010 |
|
|
|
|
|
4.6
|
|
Form of Debt Securities Indenture
(Including Form of Note for Debt
Securities)
|
|
Exhibit 4.7 to our
Post-Effective Amendment
No. 2/A to our
Registration Statement
on Form S-3 filed on May
14, 2010. |
|
|
|
|
|
4.7
|
|
See Exhibit No. 3.1 for provisions of the
Certificate of Incorporation and Exhibit
3.2 for provisions of the Bylaws defining
the rights of the holders of Common Stock
|
|
Exhibits 3.1 and 3.2 to
our current report on
Form 8-K filed on
February 24, 2010 |
|
|
|
|
|
10.1
|
|
Employment Agreement between Richard M.
Safier and GulfMark Offshore, Inc. dated
effective as of March 15, 2011
|
|
Exhibit 10.1 to our Form
8-K filed on March 21,
2011 |
|
|
|
|
|
10.2
|
|
Change of Control Agreement between
Richard M. Safier and GulfMark Offshore,
Inc. dated effective as of March 15, 2011
|
|
Exhibit 10.2 to our Form
8-K filed on March 21,
2011 |
|
|
|
|
|
31.1
|
|
Section 302 Certification for B.A. Streeter
|
|
Filed herewith |
22
|
|
|
|
|
|
|
|
|
Filed Herewith or |
|
|
|
|
Incorporated by Reference |
|
|
|
|
from the |
Exhibits |
|
Description |
|
Following Documents |
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 |
|
|
|
|
|
101
|
|
The following materials from GulfMark
Offshore, Inc.s Quarterly Report on Form
10-Q for the quarter ended March 31, 2011,
formatted in XBRL (Extensible Business
Reporting Language): (i) Unaudited
Condensed Consolidated Balance Sheets (ii)
Unaudited Condensed Consolidated
Statements of Operations, (iii) Unaudited
Condensed Consolidated Statements of
Stockholders Equity, (iv) Unaudited
Condensed Consolidated Statement of Cash
Flows and (v) Notes to Unaudited
Consolidated Condensed Financial
Statements.
|
|
Filed herewith |
23