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):
March 18, 2004 (March 12, 2004)
___________________
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 5. OTHER EVENTS.
On March 12, 2004, Torch Offshore, Inc. (the
"Company") issued a press release announcing
updated guidance for its earnings estimates based
upon management's unaudited review. The Company
announced it expects to record a net loss for the
fourth quarter of 2003 in the range of $6.8
million to $7.5 million. A copy of this press
release is furnished as Exhibit 99.1 to this
report and incorporated by reference herein.
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
March 12, 2004.
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: March 18, 2004 ------------------------
Robert E. Fulton
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Torch Offshore, Inc. Press Release, dated
March 12, 2004.
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 Issues Updated Earnings Guidance
for Fourth Quarter 2003
New Orleans, Louisiana USA, March 12, 2004
Torch Offshore, Inc. (NASDAQ: TORC) (the "Company")
announced updated guidance for its earnings estimates based
upon management's unaudited review. The Company expects to
record a net loss for the fourth quarter of 2003 in the
range of $6.8 million to $7.5 million.
Lower than expected utilization of the Company's vessels
combined with a very competitive pricing market in the Gulf
of Mexico negatively impacted the Company's quarterly
revenues and gross margin. In addition, several significant
charges are expected to be included in the fourth quarter
2003 financial results. The Company expects to record a $1.6
million (pre-tax) asset impairment charge and to take
additional charges of $2.6 million (pre-tax) relating to
claims and settlements for work completed in prior periods.
The net loss for the fourth quarter is also expected to be
negatively impacted by approximately $1.3 million in reduced
deferred tax benefits as the Company plans to establish a
valuation allowance limiting a portion of the tax benefits
that would otherwise result from the Company's operating
losses associated with fourth quarter operations.
Regions Bank and Export Development Canada (EDC) have
committed to waive the covenant violations the above
mentioned events have created as of December 31, 2003 and
have committed to adjust the covenant thresholds going
forward. Regions Bank and EDC have also committed to provide
the Company an additional $19.0 million of financing to
complete the conversion of the Midnight Express. The budget
on the conversion of the Midnight Express has increased to a
range of $107.0 million to $112.0 million. The completion of
the vessel, including sea trials, is expected in the second
half of 2004.
The Company will release its December 31, 2003 financial
results in late March 2004 and will announce the day and
time of the release and related conference call information
at a later date.
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 the Company's financial results for
the fiscal quarter ended December 31, 2003, as well as
certain factors contributing to these losses, borrowing
amounts available to the Company, financial covenants
applicable to the Company, the estimated cost to complete
the conversion of the Midnight Express and the estimated
timing of completion of the conversion of the Midnight
Express. 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.