UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
May 9, 2003 (May 9, 2003)
___________________
TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
000-32855
(Commission File Number)
Delaware 74-2982117
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
401 Whitney Avenue, Suite 400
Gretna, Louisiana 70056-2596
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(504)367-7030
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
99.1 Torch Offshore, Inc. Press Release, dated May 9,
2003.
ITEM 9. REGULATION FD DISCLOSURE.
On May 9, 2003, Torch Offshore, Inc. (the "Company") issued
a press release announcing operating results for the quarter
ended March 31, 2003. A copy of this press release is being
furnished as an exhibit to this report pursuant to Item 12
of Form 8-K, but is being provided under Item 9 of Form 8-K
as directed by the Securities and Exchange Commission in
Release No. 34-47583.
The Company has presented its EBITDA for the 2003 first
quarter in the press release, which is a "non-GAAP"
financial measure under Regulation G. The components of
EBITDA are computed by using amounts, which are determined
in accordance with GAAP. As part of our press release
information, we have provided a reconciliation of EBITDA to
net income attributable to common stockholders, which is its
nearest comparable GAAP financial measure. However, because
EBITDA is not based on any standardized methodology
prescribed by GAAP, it is not necessarily comparable to
similar measures presented by other companies. The Company
included EBITDA in the press release because it believes
that it uses this measure as an internal benchmark against
certain performance objectives and to provide investors and
creditors additional information in assessing the Company's
business in comparison to industry and other market
competitive standards.
SIGNATURE
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 hereunto duly
authorized.
TORCH OFFSHORE, INC.
By: /s/ ROBERT E. FULTON
Date: May 9, 2003 -------------------------
Robert E. Fulton
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Torch Offshore, Inc. Press Release, dated May 9,
2003.
EXHIBIT 99.1
NEWS RELEASE
For immediate release Contact: Bob Fulton(1)504-367-7030
to Analysts, Financial b.fulton@torchinc.com
Community, Media Bradley Lowe (1)504-367-7030
b.lowe@torchinc.com
Torch Offshore Announces 2003 First Quarter Earnings
and Grant of Patent for Pipelay System
New Orleans, Louisiana USA, May 9, 2003
FIRST QUARTER RESULTS
Torch Offshore, Inc. (NASDAQ: TORC) (the "Company")
announced today that revenues for the quarter ended March
31, 2003 were $17.0 million, an increase of 1.8 percent
compared to revenues of $16.7 million for the first quarter
of 2002. Gross profit (revenues less cost of sales) for the
first quarter of 2003 was $3.3 million or 19.3 percent of
revenues compared to the first quarter 2002 gross profit of
$4.0 million or 23.8 percent of revenues. First quarter 2003
net income attributable to stockholders was $0.1 million or
$0.01 per diluted share. The first quarter 2003 results were
adversely impacted by $0.4 million (after tax effect), or
$0.03 per diluted share, due to additional costs related to
the termination of the Midnight Hunter charter. Net income
attributable to stockholders in the first quarter of 2002
was $0.6 million or $0.04 per diluted share.
Lyle G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive Officer, commented, "The first quarter of 2003
continued to be very competitive in the shallow water
pipelay market as our fleet maintained only a 61%
utilization rate. Despite the challenges of our market and
uncertainties in the world's economies, we were able to
maintain a positive bottom line and move forward with our
strategy towards the future."
"As for the future of Torch Offshore, we continue to take
the appropriate steps toward our strategic goal of entering
the deepwater markets of the world. In March 2003, we
completed the acquisition of the Midnight Wrangler, a 341-
foot DP-2 cable-laying vessel, and currently expect the
vessel to enter our fleet in the second quarter of 2003. In
addition, the conversion of the Midnight Express, a 520-foot
DP-2 offshore construction vessel equipped with our patented
pipelay system, continues to progress and should be
completed in time for the vessel to enter our active fleet
in early 2004."
NOTICE OF PATENT ISSUANCE
Today, the Company announced that, on April 29, 2003, the
United States Patent and Trademark Office (PTO) issued to
the Company, as assignee, United States patent number
6,554,538 entitled "Reel Type Pipeline Laying Ship and
Method." A copy of the patent can be obtained from the
Company or downloaded from the PTO's web site,
www.uspto.gov. The pipelay system will be installed on the
Midnight Express.
CONFERENCE CALL
A conference call will be held at 10:00 a.m. Central Time on
Friday, May 9, 2003. To participate by telephone, United
States callers can dial (800) 299-7089 and international
callers can dial (617) 801-9714 ten to fifteen minutes prior
to the starting time. The conference ID for all callers is
133895. The conference call will also be webcast live on the
Internet through the Investor Relations page on the
Company's web site, www.torchinc.com.
The call will be available for replay beginning at 1:00 p.m.
(Central Time) on May 9, 2003 and ending at midnight
(Central Time) on Thursday, May 15, 2003. For callers in the
United States, the toll-free number for the replay is (888)
286-8010. For international callers, the number is (617) 801-
6888. The conference ID for all callers for the replay is
7542513. All individuals listening to the conference call or
the replay are reminded that all conference call material is
copyrighted by Torch Offshore, Inc. and cannot be recorded
or rebroadcast without Torch Offshore, Inc.'s express
written consent.
Established in 1978, Torch Offshore, Inc. is involved in
offshore pipeline installation and subsea construction for
the oil and natural gas industry. Torch Offshore, Inc. is
expanding beyond its established shallow water niche market
in order to serve the industry's worldwide growing needs in
the deep waters.
Any statements made in this news release, other than those
of historical fact, about an action, event or development,
which the Company hopes, expects, believes or anticipates
may or will occur in the future, are forward-looking
statements under the Private Securities Litigation Act of
1995. The forward-looking statements in this news release
include statements about our deepwater operations, the
modification and/or conversion timing and cost of the
Midnight Wrangler and Midnight Express and the capabilities
of the Company's vessels. Such statements are subject to
various assumptions, risks and uncertainties, which are
specifically described in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002 filed
with the Securities and Exchange Commission, as well as
other factors that may not be within the Company's control,
including, specifically, oil and natural gas commodity
prices, weather conditions and offshore construction
activity levels. Although the Company believes its
expectations are based on reasonable assumptions, it gives
no assurance that the Company's assumptions and projections
will prove to be correct. Actual results may differ
materially from those projected.
PR 03-008
# # #
TORCH OFFSHORE, INC.
Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months
Ended
March 31,
-----------------
2003 2002
------- -------
Revenues $17,029 $16,725
Cost of revenues:
Cost of sales 13,745 12,746
Depreciation and amortization 1,827 1,930
General and administrative expenses 1,355 1,250
------- -------
Total cost of revenues 16,927 15,926
------- -------
Operating income 102 799
------- -------
Other income (expense):
Interest expense -- (35)
Interest income 1 102
------- -------
Total other income 1 67
------- -------
Income before income taxes 103 866
Income tax expense (36) (303)
------- -------
Net income attributable to common stockholders $ 67 $ 563
======= =======
Net income per common share:
Basic $ 0.01 $ 0.04
======= =======
Diluted $ 0.01 $ 0.04
======= =======
Weighted average shares of common stock
outstanding:
Basic 12,635 12,833
======= =======
Diluted 12,641 12,833
======= =======
Other data:
EBITDA (A), (C) $ 1,929 $ 2,729
======= =======
(A) The Company calculates EBITDA as earnings before net interest,
income taxes, depreciation and amortization. Please see Selected
Balance Sheet and Other Information included in this News Release
for a reconciliation of EBITDA to net income attributable to common
stockholders. EBITDA is presented here to provide additional
information about our operations. EBITDA is not a calculation based
on generally accepted accounting principles (GAAP) and should not
be considered as an alternative to net income, as an indicator of
our operating performance or as an alternative to cash flow as a
better measure of liquidity. In addition, our EBITDA calculation
may not be comparable to similarly titled measures of other
companies.
TORCH OFFSHORE, INC.
Selected Balance Sheet and Other Information (Unaudited)
(in thousands, except per share data)
March 31, December 31,
2003 2002
---------- -----------
Cash and cash equivalents $ 800 $ 327
Working capital 9,923 12,018
Property, net 85,430 67,561
Total assets 113,061 101,904
Receivable line of credit -- 4,271
Long-term debt, less current portion 16,318 46
Stockholders' equity 79,962 79,867
Net book value per common share - end
of period (B) $ 6.33 $ 6.32
Common shares - end of period 12,635 12,635
Three Months Ended
March 31,
------------------
2003 2002
------ -------
EBITDA Reconciliation (C):
Net income attributable to
common stockholders $ 67 $ 563
Income tax expense 36 303
Interest income (1) (67)
Depreciation and amortization 1,827 1,930
------ -------
EBITDA $1,929 $ 2,729
====== =======
(B) The Company calculates net book value per common share as
stockholders' equity divided by end of period outstanding common
shares.
(C) We have disclosed EBITDA, a non-GAAP measure determined as
described in item (A) above, because we use this measure as an
internal benchmark against certain performance objectives and to
provide investors and creditors additional information in
assessing our business in comparison to industry and other market
competitive standards.