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Nine Months Ended
June 30,
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1994 1993
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<S> <C> <C>
Revenues $247,938 $244,545
Income before taxes 16,441 18,680
Net income 10,220 12,842
Net income per share 0.31 0.42
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The pro forma adjustments to Zapata's results for the nine months ended June
30, 1994 to reflect the Energy Industries Acquisition increased revenues by
$6,014,000, as well as income before tax by $174,000. Additional pro forma
adjustments for the first nine months of fiscal 1994 included the elimination of
$124,000 of various operating and administrative expenses that were charged to
Energy Industries from an affiliate, additional depreciation of $120,000 and
$41,000 of goodwill amortization, a reduction in net interest expense of
$161,000 related to notes receivable and payable that were not acquired by
Zapata and a federal tax provision of $104,000.
The pro forma adjustments to Zapata's results for the nine months ended June
30, 1993 to reflect the Energy Industries Acquisition increased revenues by
$43,593,000, as well as income before tax by $2,752,000. Additional pro forma
adjustments for the first nine months of fiscal 1993 included the elimination of
$1,627,000 of various operating and administrative expenses that were charged to
Energy Industries from an affiliate, additional depreciation of $1,080,000 and
$328,000 of goodwill amortization, a reduction in net interest expense of
$1,526,000 related to notes receivable and payable that were not acquired by
Zapata, a federal tax provision of $1,641,000 and the issuance of 2.7 million
shares of Zapata common stock.
The pro forma amounts presented above may not be indicative of the results
that would have actually resulted if the transactions had occurred on the date
indicated or which may be obtained in the future.
Note 3. Sales of Tidewater Common Stock and Senior Debt Prepayment
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In November 1993, Zapata sold 3.75 million shares of its Tidewater common
stock for a net price of $20.75 per share or $77.8 million through an
underwritten public offering; the sale resulted in a pretax gain of $33.8
million. In December 1993, $73.7 million of the proceeds were used to prepay
$68.5 million of the Company's 13% senior indebtedness to Norex Drilling Ltd.,
along with accrued interest, and to pay a $3.5 million prepayment premium.
In connection with the debt prepayment, the Norex debt agreement was amended
to remove or lessen various restrictions on the Company. The Company will no
longer be required to maintain certain financial ratios and will no longer be
subject to limitations on its ability to incur additional indebtedness or
contingent obligations, to make capital expenditures, to pay dividends or to
enter into merger or consolidation transactions, to liquidate, wind up or
dissolve or to make investments or loans. In addition, the Company will no
longer be subject to limitations on the creation of liens or the sale of assets,
except in connection with Energy Industries and certain related subsidiaries.
The Company will remain subject to a covenant in the Norex debt agreement which
requires it to maintain a consolidated tangible net worth as defined in such
agreement of at least $100 million.
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