| Transcoastal Marine Services, Inc. | |||
| Proposed Ticker: | TCMS | 4506 South Lewis Street | |
| Exchange: | NASDAQ-National Market | New Iberia, LA 70562 | |
| Industry: | Natural Resources (SIC Code 1389) | (318) 896-7900 | |
| # of Employees: | 645 | ||
| Type of Shares: | Common Shares | Filing Date: | 8/29/97 | |
| U.S. Shares Filed: | 4,000,000 | Filing Range: | $14.00 - $16.00 | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $60,000,000 | |
| Primary Shares: | 4,000,000 | Expenses: | - | |
| Secondary Shares: | 0 | Shares Out After: | 7,829,333 |
| Manager | Tier | Phone |
| Jefferies & Company Incorporated | Lead Manager | (212) 903-2342 |
| Johnson Rice & Company | Co-manager | (504) 525-3767 |
| Issuer's Law Firm: | Chamberlain, Hrdlicka, White, Williams & Martin |
| Bank's Law Firm: | Baker & Botts |
| Auditor: | Arthur Andersen |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 6/30/97 | 6/30/97 | |||
| Revenue: | $72.74 | $54.91 | Assets: | $150.80 | |
| Net Income: | -$3.03 | $1.36 | Curr Assets: | $32.57 | |
| EPS: | -$0.39 | $0.17 | Liabilities: | $93.77 | |
| Prior EPS: | Curr Liabilities: | $24.76 | |||
| Cash Flow/Oper: | Equity: | $57.04 | |||
| Cash Flow/Fin: | Cash: | $6.18 | |||
| Cash Flow/Inv: | Working Cap: | $7.81 | |||
| Business Description |
| The company is a fully integrated marine construction company focusing on the transition zone (marsh, swamp and coastal regions out to water depths of 20 feet) and shallow water (water depths of 20 to 200 feet) regions along the U.S. Gulf Coast. The Company's goal is to become a leader in the consolidation of these fragmented segments of the marine construction industry through an aggressive acquisition program. The company has entered into definitive agreements to acquire the Founding Companies concurrently with the closing of the Offering. As a result of the Acquisitions, the Company believes it will be the largest provider of transition zone marine construction services along the U.S. Gulf Coast, as well as a significant provider of shallow water construction services. The Company's primary services include pipeline installation and repair, hydrostatic testing and commissioning of pipelines and fabrication and refurbishment of components for offshore platforms and drilling rigs. |
| Competition |
| The marine construction services business is highly competitive and in recent years has been characterized by overcapacity, which has resulted in substantial pressure on pricing and operating margins. The Company expects the overcapacity in the industry to reoccur from time to time in the future. Contracts for marine construction services are usually awarded on a competitive bid basis. Although the Company believes customers consider, among other things, the availability and technical capabilities of equipment and personnel, efficiency, condition of equipment, safety record and reputation, price competition is currently a primary factor in determining which qualified contractor with available equipment is awarded a contract. Some of the Company's competitors are larger and have greater financial and other resources than the Company. The Company categorizes the market for offshore construction services into four segments: (i) transition zone (less than 20 feet), (ii) shallow water (20 feet to 200 feet), (iii) deep water (200 feet to 1,000 feet) and (iv) very deep water (1,000 feet or deeper). The Company generally focuses on projects in transition zone and shallow water regions along the U. S. Gulf Coast. Activity in these regions has increased significantly in recent years primarily because of increases in oil and gas production in the Gulf of Mexico. Several companies that have one or more derrick or pipelaying barges compete in the transition zone and shallow water regions. The Company believes, however, that, on the closing of the Acquisitions, it will be the largest transition zone marine construction services company focused on the U.S. Gulf Coast and a significant provider of shallow water marine construction services in that area. The Company believes that competition for projects in the deep water (greater than 200 feet) and the very deep water (greater than 1,000 feet) regions of the Gulf of Mexico is primarily limited to two large competitors, Global Industries, Ltd. and J. Ray McDermott, S.A., with several other international contractors capable of relocating equipment to the Gulf of Mexico to work on specific deep or very deep water contracts. Because projects in the deep and very deep water involve different vessels and equipment, as well as different technical expertise, the Company does not presently intend to compete in those markets. The Company also competes with numerous competitors in connection with its hydrostatic testing and commission services and fabrication operations. |
| Business Plan |
| The company's business strategy emphasizes growth through continued consolidation of the transition zone and shallow water segments of the marine construction industry and internal development. Key elements of the company's business strategy include: (I) Maintaining Focus on Transition Zone, (ii) Capitalizing on Combined Capabilities of the Founding Companies, (iii) Expanding through Acquisitions, (iv) Pursuing International Expansion Opportunities and (v) Improving Operating Margins. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to pay the cash portion of the aggregate purchase price for the acquisitions, to repay indebtedness of TCMS and the Founding Companies, to pay certain costs related to the offering and acquisitions, and for general corporate purposes which may include future acquisitions. |
| Name of Shareholder | % Owned Before | % Owned After |
| J&D; Capital Investments, L.C. | 58.70% | 9.40% |
| G. Darcy Klug | 58.70% | 9.40% |
| Thad Smith | 8.00% | 1.30% |
| James B. Thompson, Jr. | 8.00% | 1.30% |
| Bill E. Stallworth | 8.00% | 1.30% |
| Johnnie W. Domingue | 6.00% | 1.00% |
| Beldon E. Fox, Jr. | 6.00% | 1.00% |
| Officer Name | Title | Age |
| Bill E. Stallworth | Chairman of the Board of Directors and Chief Executive Officer | 65 |
| Daniel N. Hargett, Sr. | Director; President of CSI | 57 |
| H. Daniel Hughes II | Director; President of HBH | 38 |
| Thad "Bo" Smith | President, Chief Operating Officer and Director | 55 |
| Johnnie W. Domingue | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | 50 |