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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): May 28, 2001
GulfMark Offshore, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-22853 76-0526032
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(Commission File Number) (I.R.S. Employer Identification No.)
4400 Post Oak Parkway, Suite 1170, Houston, Texas 77027
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(Address of Principal Executive Offices) (Zip Code)
(713)963-9522
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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EXPLANATORY NOTE
This current report on Form 8-K/A amends and restates in its entirety Item
7 of the current report on Form 8-K of GulfMark Offshore, Inc. (the "Company")
dated and filed with the Securities and Exchange Commission on June 12, 2001
(the "Original Form 8-K").
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The Consolidated Statements of Operations of Sea Truck Holding AS ("Sea
Truck") for the year ended December 31, 2000, and the accompanying Consolidated
Balance Sheet of Sea Truck as of December 31, 2000 are attached hereto as
Annex II.
(b) Pro Forma Financial Information.
Pro forma financial information of the Company is attached hereto as
Annex I.
(c) Exhibits.
Exhibit No. Description
----------- ----------------------------------------
*10.1 Form of Share Purchase Agreement between Gulf Offshore Norge
AS and certain sellers of 3,529,588 shares of Sea Truck
Holding AS dated as of May 28, 2001.
*10.2 Form of Share Purchase Agreement between Gulf Offshore Norge
AS and certain sellers of 3,330,555 shares of Sea Truck
Holding AS dated as of June 8, 2001.
23.1 Consent of Deloitte & Touche AS
*Previously filed as an exhibit to the Original Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GulfMark Offshore, Inc.
Date: June 13, 2001 By: /s/ Edward A. Guthrie
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Executive Vice President
Chief Financial Officer
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Annex I
The following unaudited pro forma consolidated financial statements as of
March 31, 2001, and for the year ended December 31, 2000 and three-month period
ended March 31, 2001, illustrate the effect of the planned acquisition of Sea
Truck Holding AS ("Sea Truck"), as described in Note 1 to the unaudited pro
forma financial statements. The unaudited pro forma consolidated balance sheet
as of March 31, 2001, has been prepared assuming that the acquisition was
consummated as of March 31, 2001. The unaudited pro forma consolidated
statements of income for the year ended December 31, 2000 and three-month period
ended March 31, 2001, have been prepared assuming that the transaction was
consummated as of January 1, 2000 and 2001, respectively.
The historical results of our operations have been derived from our
consolidated financial statements. The historical results of Sea Truck as of
March 31, 2001 and for the year ended December 31, 2000 have been derived from
Sea Truck's consolidated financial statements as adjusted for generally accepted
accounting principles in the United States ("US GAAP") and have been translated
into U.S. dollars in accordance with US GAAP.
The pro forma adjustments and the resulting unaudited pro forma financial
statements are based upon available information and certain assumptions and
estimates as described in the Notes to the Unaudited Pro Forma Financial
Statements. A final determination of the required purchase accounting
adjustments, including the allocation of the purchase price to the assets
acquired and liabilities assumed based on their respective fair values, has not
yet been made. Accordingly, the purchase accounting adjustments reflected in the
pro forma information are preliminary and have been made solely for the purposes
of developing such information. The unaudited pro forma financial statements and
the notes thereto should be read in conjunction with our and Sea Truck's
historical consolidated financial statements.
The unaudited pro forma consolidated financial statements do not purport to
be indicative of the results of operations that would actually have occurred if
the transactions described had occurred at the beginning of the periods
presented, in such statements or the results that may be obtained in the future.
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GULFMARK OFFSHORE, INC.
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2001
(In thousands)
GulfMark Sea Truck Pro Forma
Historical Historical Adjustments Total
---------- ---------- ------------- --------
ASSETS
Cash . . . . . . . . . . . . . . . . . . $ 34,322 $ 1,939 $ 18,530 (A) $ 16,640
(38,151)(B)
Accounts Receivable. . . . . . . . . . . 23,156 2,688 6,200 (B) 32,044
Other Current Assets . . . . . . . . . . 1,563 - 1,563
----------- ---------- ---------
Total Current Assets . . . . . . . . . . 59,041 4,627 50,247
Vessels and Other Fixed Assets . . . . . 178,034 35,012 15,088 (B) 228,134
Investment in Unconsolidated Venture . . 529 - 529
Goodwill . . . . . . . . . . . . . . . . 15,397 - 6,195 (B) 21,592
Other assets . . . . . . . . . . . . . . 10,225 137 10,362
----------- ---------- ---------
Total Assets . . . . . . . . . . . . . . $ 263,226 $ 39,776 $ 310,864
=========== ========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Portion of Long-term Debt. . . . $ 45 $ - $ 18,530 (A) $ 18,575
Accounts Payable . . . . . . . . . . . . 4,231 1,109 5,340
Accrued Liabilities & Other . . . . . . 7,642 1,054 500 (B) 9,196
----------- ---------- ---------
Total Current Liabilities . . . . . . . 11,918 2,163 33,111
Long-term Debt . . . . . . . . . . . . . 130,074 23,043 153,117
Accrued Drydocking . . . . . . . . . . . - 728 (728)(B) -
Deferred Taxes . . . . . . . . . . . . . 28,777 2,172 30,949
Other Long-term Liabilities. . . . . . . - 1,230 1,230
Common Stock . . . . . . . . . . . . . . 82 652 (652)(B) 82
Additional Paid-in Capital . . . . . . . 63,097 9,788 (9,788)(B) 63,097
Retained Earnings . . . . . . . . . . . 59,413 - 59,413
Cumulative Translation Adjustment . . . (30,135) - (30,135)
----------- ---------- ---------
92,457 10,440 92,457
----------- ---------- ---------
Total Liabilities & Stockholders'
Equity . . . . . . . . . . . . . . . . $ 263,226 $ 39,776 $ 310,864
=========== ========== =========
The accompanying notes are an integral part of this financial statement.
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GULFMARK OFFSHORE, INC.
Unaudited Pro Forma Consolidated Statement of Income
For The Year Ended December 31, 2000
(In thousands, except per share amounts)
Pro
GulfMark Sea Truck Forma
Historical Historical Adjustments Total
---------- ----------- ----------- --------
Revenues. . . . . . . . . . . . . . . . $ 77,702 $ 18,439 $ (115)(C) $ 96,026
Direct Operating Expenses. . . . . . . . 40,721 10,540 (115)(C) 50,324
(822)(D)
General and Administrative Expenses . . 6,328 1,470 7,798
Depreciation and Amortization. . . . . . 12,613 2,237 550 (E) 15,648
248 (F)
--------- ---------- --------
Operating Income . . . . . . . . . . . . 18,040 4,192 22,256
Interest Expense, net. . . . . . . . . . (10,731) (2,652) (2,432)(G) (15,815)
Loss from unconsolidated venture . . . . (214) - (214)
Gain on sale of assets . . . . . . . . . 3,651 - 3,651
Other . . . . . . . . . . . . . . . . . 217 - 217
--------- ---------- --------
Income Before Income Tax. . . . .. . . . 10,963 1,540 10,095
Tax Provision (benefit). . . . . . . . . 3,056 (113) 43 (H) 2,986
--------- ---------- --------
Net Income . . . . . . . . . . . . . . . $ 7,907 $ 1,653 $ 7,109
========= ========== ========
Basic earnings per share . . . . . . . . $ 0.97 $ 0.87
Diluted earnings per share . . . . . . . 0.95 0.85
Weighted average shares
outstanding (basic). . . . . . . . . 8,163 8,163
Weighted average shares
outstanding (diluted). . . . . . . . 8,326 8,326
The accompanying notes are an integral part of this financial statement.
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GULFMARK OFFSHORE, INC.
Unaudited Pro Forma Consolidated Statement of Income
For The Quarter Ended March 31, 2001
(In thousands, except per share amounts)
Pro
GulfMark Sea Truck Forma
Historical Historical Adjustments Total
---------- ----------- ----------- --------
Revenues. . . . . . . . . . . . . . . . $ 20,992 $ 5,561 $ (51)(C) $ 26,502
Direct Operating Expenses. . . . . . . . 10,167 2,626 (51)(C) 12,560
(182)(D)
General and Administrative Expenses . . 1,554 394 1,948
Depreciation and Amortization. . . . . . 3,155 530 172 (E) 3,895
38 (F)
--------- ---------- --------
Operating Income . . . . . . . . . . . . 6,116 2,011 8,099
Interest Expense, net. . . . . . . . . . (2,391) (410) (616)(G) (3,417)
Loss from unconsolidated venture . . . . (61) - (61)
Other . . . . . . . . . . . . . . . . . (90) - (90)
--------- ---------- --------
Income Before Income Tax. . . . .. . . . 3,574 1,601 4,531
Tax Provision (benefit). . . . . . . . . 989 128 (52)(H) 1,065
--------- ---------- --------
Net Income . . . . . . . . . . . . . . . $ 2,585 $ 1,473 $ 3,466
========= ========== ========
Basic earnings per share . . . . . . . . $ 0.32 $ 0.42
Diluted earnings per share . . . . . . . 0.31 0.41
Weighted average shares
outstanding (basic). . . . . . . . . 8,189 8,189
Weighted average shares
outstanding (diluted). . . . . . . . 8,440 8,440
The accompanying notes are an integral part of this financial statement.
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GULFMARK OFFSHORE, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
1. BACKGROUND:
On May 28, 2001, and June 8, 2001, GulfMark obtained definitive
agreements to acquire all of the outstanding shares of Sea Truck Holding AS, a
privately- held Norwegian company ("Sea Truck"). Total consideration for the
acquisition is approximately $61.8 million which includes the assumption of debt
of approximately $23.2 million as of April 30, 2001. Approximately $18.4 million
of the purchase price will be funded through the Company's $75.0 million credit
facility. The balance of the purchase price will be funded by the Company's cash
on hand. Sea Truck owns five offshore support vessels which provide marine
support and transportation services to companies engaged in offshore exploration
and production of oil and gas in the North Sea. The closing of the acquisition
is subject to the termination of a prescribed notice period associated with a
corporate reorganization of Sea Truck that occurred prior to the acquisition.
The acquisition is expected to close on or about June 19, 2001.
2. BASIS OF PRESENTATION:
The accompanying unaudited pro forma balance sheet has been prepared
assuming that the acquisition and the related financing transactions occurred as
of March 31, 2001. The accompanying unaudited pro forma statements of income for
the year ended December 31, 2000 and the three-month period ended March 31,
2001, have been prepared assuming that such transactions were consummated as of
January 1, 2000 and 2001, respectively.
3. PRO FORMA ADJUSTMENTS AND MANAGEMENT ASSUMPTIONS:
The unaudited pro forma financial statements reflect the following pro
forma adjustments related to the acquisition and the related financing
transactions:
(A) Receipt of aggregate proceeds of $18.5 million from our credit
facility.
(B) Acquisition of Sea Truck for total consideration of approximately $61.8
($61.6 as of March 31, 2001) million plus $0.5 million in transaction costs.
Based on preliminary determinations of the fair values of assets and liabilities
acquired, the preliminary purchase price allocation is as follows:
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Purchase price:
Cash $ 38.1
Long-term debt annual 23.0
Transaction costs 0.5
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61.6 (1)
Purchase Price Allocation:
Long-term debt 23.0
Step-up in fair value of assets,
Property plant and equipment 15.1
Account Receivable 6.2 (2)
Elimination of dry-dock accrual
to conform with the Company's policy 0.7
Net asset Value 10.4
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Goodwill $ 6.2
=======
(1) The difference in the purchase price of $61.8 million in attributable
primarily to changes in the long-term debt balance and translation effects
through April 30, 2001.
(2) Reflects the effect of the Zacharias which is treated as an
installment sale.
(C) Elimination of fees charged by GulfMark to Sea Truck and from Sea Truck
to GulfMark for management of vessels.
(D) Decrease in operating expense based on conforming Sea Truck's
accounting policy of accruing for future drydockings to GulfMark's policy of
amortizing past drydockings.
(E) Increase in depreciation and amortization due to depreciation on step
up in basis of vessels over remaining useful lives and to conform accounting
policies regarding salvage values.
(F) Increase in depreciation and amortization due to amortization of
goodwill with an estimated life of 40 years.
(G) Increase in interest expense, net, due to the increased indebtedness of
$18.5 million from the credit facility as well as the assumed reduction in
interest income related to the cash paid for Sea Truck.
(H) Income tax effects of Sea Truck pro forma adjustments herein.
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INDEPENDENT AUDITORS' REPORT
To the Directors of
Sea Truck Holding AS
Sandnes, Norway
We have audited the accompanying consolidated carve-out balance sheet of
Sea Truck Holding AS` Shipping Activities as of December 31, 2000 and the
related consolidated carve-out statements of income, and cash flows for the
years then ended all expressed in Norwegian kroner. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in Norway and the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Sea Truck Holdings AS Shipping Activities as
of December 31, 2000, and the results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally accepted
in Norway.
As described in Note 1, the accompanying financial statements have been
prepared from the separate records maintained by the Sea Truck Holding AS and
may not necessarily be indicative of the conditions that would have existed or
the results of operations if the Shipping Activities had been operated as an
unaffiliated company. Portions of certain income and expenses represent
allocations made from home-office items applicable to the company as a whole.
The translation of the financial statement into English have been made
solely for the convenience of readers in the United States of America.
DELOITTE & TOUCHE AS
June 13, 2001
Stavanger, Norway
Sverre Berge
State Authorized Public Accountant
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STATEMENT OF INCOME
Figures in NOK 000's
Carved-out
Consolidated
-------------
Operating Revenue and Expenses 2000
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Operating Revenue.................................. 147,511
--------
Total Operating Revenue............................ 147,511
--------
Operating Expenses
Wages/pensions and NI.............................. 61,891
Ordinary depreciation.............................. 17,897
Other operating Expenses........................... 34,185
--------
Total Operating Expenses........................... 113,973
--------
Operating Income................................... 33,538
--------
Financial Income and Expenses
Other financial income............................. 1,172
Other financial expenses........................... (22,391)
--------
Total Financial Items.............................. (21,219)
--------
Income before Tax.................................. 12,319
--------
Income taxes....................................... 901
--------
Net Income......................................... 13,220
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BALANCE PER 31.12.
Figures in NOK 000's
Carved-out
Consolidated
-------------
2000
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PROPERTY
Assets
FIXED ASSETS
Properties........................................ 892
Vessels........................................... 328,936
Other fixed assets................................ 1,220
--------
Total Fixed Assets................................ 331,048
--------
Financial Assets
Other financial assets............................ 2,295
--------
Total Financial Assets............................ 2,295
--------
Total Fixed Assets................................ 333,343
--------
Current Assets
Accounts receivables trade........................ 22,218
Other receivables................................. 10,552
--------
Total receivables................................. 32,770
Bank Deposit...................................... 4,023
--------
Total Current Assets.............................. 36,793
--------
TOTAL ASSETS...................................... 370,136
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SHAREHOLDERS EQUITY
Share Capital..................................... 5,984
Legal reserves.................................... 76,982
--------
Total Shareholders' Equity........................ 82,966
--------
LIABILITIES
Pension liabilities............................... 11,285
Deferred tax...................................... 20,270
--------
Total Allocation Liabilities...................... 31,555
--------
Long term debt.................................... 221,847
--------
Total Long Term Debt.............................. 221,847
--------
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Current Liabilities
Accounts payable trade............................ 3,571
Tax payable....................................... 1,216
Fees, taxes, duites, payable...................... 3,298
Dividend payable.................................. 1,372
Other current liabilities......................... 24,311
--------
Total Current Liabilities......................... 33,768
--------
Total Liabilities................................. 287,170
--------
Total Liabilities and Shareholders' Equity........ 370,136
--------
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Cashflow statement
Figures in NOK 000's
Cashflow from Operations
Carved-out
Consolidated
------------
Operating Income and Expenses 2000
------------
Total generated from operaitons......... 41,052
Movement in short term assets........... (8,950)
Movement in short term liabilities...... 400
--------
Net cashflow from Operations............ A 35,502
--------
Cashflow from investments
Investments in vessels.................. (5,779)
Invements in other fixed assets
Sale and other fixed assets............. (448)
Sale of shares.......................... 750
Change long term receiveable............ 777
--------
Net Cashflow from Investments........... B (4,700)
--------
Cashflow from Financing
Reduction of mortgage debt.............. (35,136)
Dividend................................ (686)
--------
Net Cashflow from Financing............. C (35,822)
--------
Rate of change of foreign subsidiaires.. (945)
Net cashflow for the year............... A-B-C (8,020)
Cash balance per 01.01.................. 12,788
--------
Cahs Balance per 31.12.................. 3,823)
--------
Note 1
Result before taxation................. 12,319
Profit on sale of shares............... (150)
Ordinary depreciatoin.................. 17,897
Movement in pension.................... 8,830
Effect from movement in exchange rate.. 2,732
Taxes payable.......................... (576)
--------
Total General from Operations.......... 41,052
--------
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Sea Truck Holding Shipping Activities
Notes to the carve-out financial statements 2000
Sea Truck Holding AS has been a parent company until 31. December 2000 with
some subsidiaries running shipping activities and some subsidiaries owning and
running landbased property activities. By 1. January 2001 the subsidiaries
owning and running the landbased property activities demerged into a new parent
company, Sea Truck Eiendom AS. Sea Truck Holding's shipping activities remain in
companies with Sea Truck Holding AS as a parent company.
Note 1 Accounting principles
The financial statements are prepared in accordance with accounting
principles generally accepted in Norway and good accounting practice. The
accounting principles are described below.
CONSOLIDATION
The consolidated financial statements of Sea Truck Holding's shipping
activities for 2000 are presented on a carve-out basis prepared from Sea Truck
Holding AS' historical accounting records and include the historical operations
of Sea Truck Holding's shipping activities. The consolidated financial
statements of Sea Truck Holding's shipping activities include all shipping
related activities where Sea Truck Holding`s ownership directly or indirectly
exceeds 50 %. These companies are: Sea Truck Shipping AS, Sea Truck Rederi AS,
Sea Truck (UK) Ltd. Baltic Line AS, Sea Truck Supply Ltd. and North Sea Rescue
Services Ltd. In 2000 they all were 100% subsidiaries of Sea Truck Holding AS.
All material transactions and intercompany balances are eliminated.
The consolidated statement of income includes all revenues and costs
directly attributable to Sea Truck Holding's shipping activities. All
allocations and estimates are based on assumptions that management believes are
reasonable under the circumstances. However, these allocations and estimates are
not necessarily indicative of the costs and expenses that would have resulted if
Sea Truck Holding's shipping activities had been operated as a separate entity
for periods prior to the demerger.
PRINCIPAL RULE FOR VALUATION AND CLASSIFICATION OF ASSETS AND LIABILITIES
Assets meant for permanent ownership or use in the business are classified
as fixed assets. Other assets are classified as current assets. Accounts
receivables due within one year are classified as current assets. The
classification of current and long term liabilities are based on the same
criteria.
Fixed assets are carried at historical cost, but are written down if a
decline in fair value below the book value is expected to be permanent. Fixed
assets with a limited economic life are depreciated over their estimated useful
life using the straight-line method. Long-term loans are carried at nominal
value.
Current assets are valued at the lower of historical cost and fair value.
Current liabilities are carried at nominal value. Current liabilities are not
revaluated due to changes in interest rates.
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Other items are valued as described below.
FOREIGN CURRENCY
All balance sheet items denominated in foreign currencies are translated
into NOK at market rates at year- end. The effect of liabilities hedged by Time
Charter contracts is shown as other financial assets, see note 6.
BANK DEPOSITS, CASH IN HAND, ETC.
Cash and cash equivalents include cash, bank deposits and monetary
instruments with a maturity of less than three months at the date of purchase.
RECEIVABLES
Trade receivables and other receivables are carried at face value less
provision for expected loss. An estimate is made for doubtful receivables based
on a review of all outstanding amounts at the year end. Bad debts are written
off in the year in which they are identified. An unspecified provision is made
for expected loss on other accounts receivable.
PENSIONS
The basis for recording pension liabilities is estimated salary level upon
retirement and years of service. Deviations from estimates and effects of
changes in assumptions are amortized over expected remaining years of service if
exceeding 10 % of the greater of pension liabilities and pension funds. Changes
in the pension plan are dispersed over the remaining years of service. The
figures include social security tax.
INCOME TAXES
Tax expenses are matched with operating income before tax. Tax related to
equity transactions, e.g. group contribution, is posted directly to equity. Due
to the special Norwegian RISK-method, deferred taxes are not provided on
undistributed earnings from Norwegian subsidiaries and non-consolidated
investees.
The tax expense consists of current income tax expense and change in net
deferred tax. The tax expense is allocated to ordinary income and the effect of
extraordinary items in accordance with the tax base. Deferred tax liabilities
and deferred tax assets are presented in the balance sheet as a net amount.
Sea Truck Holding's Norwegian shipping activities in Sea Truck Rederi AS
qualifies for the Norwegian tonnage tax system. The income from this company
will not be taxable unless the company pays dividends or resigns from the
Norwegian tonnage Tax-system.
DRYDOCKING AND CLASSIFICATION EXPENSES
The normal procedure for supply ships is that drydocking and maintenance
work take place every second year. Future drydocking and maintenance expense is
estimated and accrued in advance. Expense is recognized ratably until the next
stoppage for drydock and maintenance.
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Note 2 Payroll costs, number of employees, benefits, and loan to employees
Payroll costs (Figures in NOK 1,000)
Salaries.................... 39,790
Social security tax......... 5,943
Pensions (see note 8)....... 9,485
Other benefits.............. 6,673
------
Total....................... 61,891
------
Average number of employees. 108
Benefits to executive (Figures in NOK 1,000)
General Board of
Manager Directors
------- ---------
Salaries.................... 749 692
Pensions.................... 69 7,706
Other benefits.............. 106 229
General Manager has an agreement on payment of salaries for 3 years if she is
terminated without cause.
Loans and guarantees to executives, shareholders etc (Figures in NOK 1,000)
Loan/ Interest Schedule of
Guarantees Amount rates payment(s)
----------- ------- -------- ------------
General Manager Loan 152,500 0% 13.5 YEARS
Guarantees 0
Chairman of the Loan 660,353 0% 8 YEARS
Board of Directors Guarantees 0
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Note 3 Property, plant and equipment
Figures in NOK 1,000
Properties Vessels Other fixed assets
---------- ------- ------------------
Acquisition cost 1.1.00............. 892 430,939 4,051
Additions (, purchased)............. 0 6,200 447
Retirements......................... 0 (421) 0
Acquisition cost 31.12.00........... 892 436,718 4,498
Accumulated depreciation
as of 31.12.00.................. 0 107,782 3,278
Balance as of 31.12.00.............. 892 328,936 1,220
Current year depreciation........... 0 17,518 379
Economic lifetime 25-27 years 3-7 years
Depreciation Schedule No depr. Straight-line Straight-line
Note 4 Other financial expenses
Specification of other financial expenses
Figures in NOK 1,000
Interest on mortgage debt.......... 16,563
Unrealized loss on exchange........ 2,732
Realized loss on exchange.......... 2,113
Other financial expenses........... 983
------
22,391
Note 5 Tax expense
Specification of income tax expense
Figures in NOK 1,000
Current income tax expense....... 898
Tax paid in advance.............. 852
-----
Change in deferred taxes......... (2,628)
Error previous year.............. (23)
Effect of tax law changes........ 0
-----
Tax on ordinary income........... (901)
-----
The tax expense is allocated as follows to the state of Norway and foreign
countries:
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Figures in NOK 1,000
Norway Other countries
------ ---------------
Tax on ordinary income......... (3,167) 2,266
Total income tax expense....... (3,167) 2,266
Reconciliation of nominal statutory tax rate to effective tax rate
Figures in NOK 1,000
Operating income before taxes................................. 12,319
Extraordinary items before tax................................ 0
Net income before taxes....................................... 12,319
Expected income taxes according to nominal tax rate (28%)...... 3,449
Tax effect of the following items:
Non-deductible expenses........................................ 0
Non-taxable income............................................. 0
Other items.................................................... (4,350)
Income tax expense............................................. (901)
Effective tax rate............................................. (7.3)%
Specification of deferred tax.
Figures in 1,000 NOK
Deferred tax in Norway - 28%..... (3,965)
Deferred tax in Norway - 4%...... 2,438
Deferred tax in UK - 31%.......... 21,797
------
20,270
Note 6 Other financial assets
Figures in NOK 1,000
Pension funds........................... 1,257
Effect of hedging - mortgage debt....... 1,038
-----
2,295
-----
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Note 7 Equity and shareholder information
The share capital in the company as of 31.12.00 consist of the following
classes:
Number Face value Book value
--------- ---------- ----------
A-shares.......... 6,860,152 0.87 5,968,332
Ownership structure
Largest shareholders as of 31 December 2000:
Share of the Share of
A-shares Total total shares the votes
---------- --------- ------------- ---------
Aase M. Larsen MacColl 2,333,541 2,333,541 34.02% 34.02%
Thor Skandsen 1,353,770 1,353,770 19.73% 19.73%
Lykkens Prove Invest AS 906,238 906,238 13.21% 13.21%
Tore G. Larsen 300,000 300,000 4.37% 4.37%
Magnus K. Larsen 175,000 175,000 2.55% 2.55%
Marte K. Larsen 175,000 175,000 2.55% 2.55%
Martin K. Larsen 175,000 175,000 2.55% 2.55%
Morten K. Larsen 175,000 175,000 2.55% 2.55%
Wenche Paulsen 148,131 148,131 2.16% 2.16%
Anton M. Larsen 132,482 132,482 1.93% 1.93%
Margaret Kverneland 130,635 130,635 1.90% 1.90%
Harald Hollenud 90,776 90,776 1.32% 1.32%
Leif Hollenud 90,776 90,776 1.32% 1.32%
Armin Skotvedt 90,776 90,776 1.32% 1.32%
Arne Grimstad 75,648 75,648 1.10% 1.10%
Berit Haga 75,648 75,648 1.10% 1.10%
Kalle Nergaard 75,648 75,648 1.10% 1.10%
Hans J. Stenseth 75,648 75,648 1.10% 1.10%
Steinar Akeroy 50,776 50,776 0.74% 0.74%
Bernt Henning Skandsen 36,458 36,458 0.53% 0.53%
Trond Are Skandsen 36,458 36,458 0.53% 0.53%
Other 156,743 156,743 2.28% 2.28%
Total number of shares 6,860,152 6,860,152 100.00% 100.00%
Shares and options held by members of the board and general manager:
Name A-shares Total number of shares
------------------------ ---------- ----------------------
Member of board, incl. related parties 2,038,720 2,038,720
Aase M. Larsen MacColl General Manager 2,333,541 2,333,541
20
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Note 8 Pension costs, funds and obligations
Figures in NOK 1,000
The company has pension plans that cover a total of 61 persons. These plans
give person covered defined future benefits. These are mainly dependent on years
of service, the level of salary at the age of retirement and the size of the
offerings from the social security. The obligations are covered through an
insurance company. In addition, the executives have an additional pension plan
exceeding the overall pension plan. This additional plan is financed through the
company's operations and is uncovered.
2000
-----
Net present value of benefits earned during the year 8,373
Interest cost on prior period benefit obligations 431
Expected return on pension plan capital (522)
Net pension cost before payroll tax 8,282
Amortization of Changes in the pension plan 52
Payroll Tax 1,151
Net pension cost after payroll tax 9,485
Capital > Capital <
Liabilities liabilities
----------- ------------
Estimated benefit obligation (4,874) (12,688)
Estimated market value of pension plan capital 6,230 2,048
Unrecognized net actuarial gain/loss (99) 1,005
Prepaid pension (net pension liabilities) before payroll tax 1,257 (9,635)
Payroll tax (1,650)
Prepaid pension (net pension liabilities) after payroll tax 1,257 (11,285)
Economic assumptions:
Discount rates 6%
Expected raise in the salaries/pensions/G-regulations (amount) 3/2/2%
Expected return on pension plan (investments) 7%
Commonly used assumptions within the insurance industry are used as basis
For actuarial assumptions regarding demographic factor and retirement.
21
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Note 9 Other current liabilities
Figures in NOK 1,000
Accruals 2000
--------- -----
Drydock 6,575
Liabilities to demerged companies 3,564
Other current liabilities 14,172
Total 24,311
Note 10 Other long-term debts
Figures in NOK 1,000
Debt that matures more than five years after year end:
2000
-------
Debt to credit institutions 100,277
Total 100,277
Installment 2006
Year 2001 2002 2003 2004 2005 and later
----------- ------ ------ ------ ------ ----- ---------
24,314 24,314 24,314 24,314 24,314 100,277
Note 11 Secured debt
Figures in NOK 1,000
Secured debt, etc: 2000
------------------ -------
Debit to credit institutions 221,847
-------
Total secured debt 221,847
-------
Book value of pledged assets
Vessels 328,936
-------
Total 328,936
-------
22
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Note 12 Guarantees
GUARANTEE LIABILITY
The parent company Sea Truck Holding AS has issued a surety on behalf of
all debt in connection with financing the vessels. There is also a surety in
amount of NOK 400,000 for fulfillment of a retirement pension.
Note 13 Legal Claims
In May 2001, the company received a claim from EMC regarding the relet of
M/V Sea Truck dating back to 1999. The claim amounts to GBP 217,000.
Note 14. DESCRIPTION OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY
ACCEPTED IN NORWAY (NGAAP)AND THE UNITED STATES (USGAAP)
DRYDOCK ACCRUALS
Under NGAAP, drydocking and maintenance expense are accrued in advance.
Under USGAAP, these costs are expensed as incurred or capitalized to the extent
they represent the acquisition of a new asset or extend the useful life of an
existing asset.
BALANCE SHEET CLASSIFICATION-CURRENT PORTION OF LONG-TERM DEBT
Under NGAAP, the current portion of the Company's borrowings is presented
as long-term liabilities together with the non-current portion. Under USGAAP,
the current portion of long-term debt should be presented as a current
liability.
DEFERRED INCOME TAXES
Under NGAAP, deferred income tax assets are presented net on the balance
sheet. For USGAAP, these assets would be separately recorded as current and
non-current assets and liabilities.
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
*10.1 Form of Share Purchase Agreement between Gulf Offshore Norge
AS and certain sellers of 3,529,588 shares of Sea Truck
Holding AS dated as of May 28, 2001.
*10.2 Form of Share Purchase Agreement between Gulf Offshore Norge
AS and certain sellers of 3,330,555 shares of Sea Truck
Holding AS dated as of June 8, 2001.
23.1 Consent of Deloitte & Touche AS
*Previously filed as an exhibit to the Original Form 8-K.