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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2000
  OR
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-22853

GulfMark Offshore, Inc.
(Exact name of Registrant as specified in its charter)

     
Delaware
(State or other jurisdiction of
incorporation or organization)
76-0526032
(I.R.S. Employer Identification No.)
 
4400 Post Oak Parkway, Suite 1170
Houston, Texas

(Address of principal executive offices)
77027
(Zip Code)

Registrant’s telephone number, including area code: (713) 963-9522
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 Par Value
(Title of class)

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information Statements incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K.

      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]    No [   ]

      Aggregate market value of the voting stock held by nonaffiliates of the Registrant based upon the price at which the stock was sold as of March 5, 2001: $93,562,681.

      Number of shares of common stock outstanding as of March 5, 2001: 8,185,968.

DOCUMENTS INCORPORATED BY REFERENCE

The information called for by Part III Items 10,11,12 and 13 will be included in a proxy statement to be filed
pursuant to Regulation 14A, and is incorporated herein by reference.
Exhibit Index Located on Page 40.

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TABLE OF CONTENTS

PART I
ITEMS 1. and 2. Business and Properties
GENERAL BUSINESS
THE COMPANY
ITEM 3. Legal Proceedings
ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
ITEM 5. Market for Registrant’s Common Equity and Related Stockholder Matters
ITEM 6. Selected Consolidated Financial Data
ITEM 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
ITEM 8. Consolidated Financial Statements and Supplementary Data
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
PART III
ITEM 10. Directors and Executive Officers of the Registrant(1)
ITEM 11. Executive Officer Compensation(1)
ITEM 12. Security Ownership of Certain Beneficial Owners and Management(1)
ITEM 13. Certain Relationships and Related Transactions(1)
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Subsidiares of GulfMark Offshore, Inc.
Consent of Ernst & Young LLP
Consent of Arthur Andersen LLP


TABLE OF CONTENTS

               
Page

PART I
Items 1. and 2. Business and Properties 3
General Business 3
The Company 3
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 12
               
PART II
Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters 12
Item 6. Selected Consolidated Financial Data 13
Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations 14
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 19
Item 8. Consolidated Financial Statements and Supplementary Data 20
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure 36
               
PART III
Item 10. Directors and Executive Officers of the Registrant 36
Item 11. Director and Executive Officer Compensation 36
Item 12. Security Ownership of Certain Beneficial Owners and Management 36
Item 13. Certain Relationships and Related Transactions 36
               
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 36

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PART I

ITEMS 1. and 2.   Business and Properties

GENERAL BUSINESS

      GulfMark Offshore, Inc. is a Delaware corporation that provides offshore marine services primarily to companies involved in offshore exploration and production of oil and natural gas. Our vessels transport drilling materials, supplies and personnel to offshore facilities, as well as move and position drilling structures. The majority of our operations are conducted in the North Sea, with the balance in offshore Southeast Asia, Brazil and West Africa. Periodically, we will charter vessels into other regions to meet our customer’s requirements.

      Our principal executive offices are located at 4400 Post Oak Parkway, Suite 1170, Houston, Texas 77027-3414, and our telephone number at that address is (713) 963-9522.

THE COMPANY

Offshore Marine Services Industry Overview

      Our customers employ our vessels to provide services supporting the construction, positioning and ongoing operation of offshore oil and natural gas drilling rigs and platforms (“Offshore Marine Services”). This industry employs various types of vessels, referred to broadly as offshore support vessels, that are used to transport materials, supplies, equipment and personnel. Offshore Marine Service providers are employed by oil companies that are engaged in the offshore exploration and production of oil and natural gas and related services. Services provided by companies in this industry are performed in numerous locations worldwide. The Gulf of Mexico, the North Sea, offshore Southeast Asia, offshore West Africa and offshore Brazil are each major markets that employ a significant number of vessels. Vessel usage is also significant in other international areas, including India, Australia, the Persian Gulf and the Mediterranean Sea. The industry is relatively fragmented, with more than 20 major participants and numerous small regional competitors. Historically, few of these competitors have participated in all five of these major markets. We operate our fleet of 47 offshore supply vessels in four of the five major markets: 28 in the North Sea, 12 in Southeast Asia, 5 in Brazil and 2 in West Africa.

      During 2000, we committed to the construction of nine new vessels at a total cost of $185 million. Delivery of these vessels is scheduled to begin in the third quarter of 2001 and will continue through the end of 2003. We expect to enter into charters for these vessels as their delivery dates approach. Additionally, in March 2001 we signed an agreement to purchase the Stirling Fyne (to be renamed the Highland Patriot) for approximately $6.9 million. We expect that the acquisition will close in early April 2001. We have already secured a term charter for this vessel.

      Our business is directly impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which, in turn, is impacted by trends in oil and natural gas prices. Oil and natural gas prices are affected by a host of geopolitical and economic forces, including the fundamental principles of supply and demand. Each of the major geographic offshore oil and gas production regions have unique characteristics that influence the economics of exploration and production and consequently the market for vessels in support of these activities. While there is some vessel interchangeability between geographic regions, barriers such as mobilization costs and vessel suitability restrict migration of vessels between regions. This is most notably the case in the North Sea, where vessel design requirements dictated by the harsh operating environment restrict migration of vessels into that market and, to a lesser degree, high operating costs restrict migration out of the market. The effect of these restrictions on vessel migration is to segment various regions into separate markets.

Vessel Classifications

      Offshore support vessels generally fall into seven functional classifications derived from their primary or predominant operating characteristics or capabilities. However, these classifications are neither precise nor rigid, and it is not unusual for a vessel to fit in more than one of the categories. These functional classifications are: (i) platform supply vessel, (ii) anchor handling, towing and supply vessel, (iii) construction support vessel, (iv) standby rescue vessel, (v) crewboat, (vi) specialty vessel and (vii) utility vessel.

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  Platform Supply Vessels (“PSVs”) serve drilling and production facilities and support offshore construction and maintenance work. They are differentiated from other offshore support vessels by their cargo handling capabilities, particularly their large capacity and versatility. PSVs utilize space on deck and below deck and are used to transport supplies such as fuel, water, drilling fluids, equipment and provisions. PSVs range in size from 150’ to 200’. Large PSVs (“LgPSVs”) range up to 275’ in length with a few vessels somewhat larger and are particularly suited for supporting large concentrations of offshore production locations because of their large, clear after deck and below deck capacities. We operate 21 LgPSVs (14 of which are owned by us) that function primarily in this classification but are also capable of service in construction support. 19 of the PSVs in the North Sea operate exclusively in this function and 10 SmAHTS vessels (as defined below) in Southeast Asia often support production operations as PSVs.
 
  Anchor Handling, Towing and Supply Vessels (“AHTS”) are used to set anchors for drilling rigs and tow mobile drilling rigs and equipment from one location to another. In addition, these vessels typically can be used in limited supply roles when they are not performing anchor handling and towing services. They are characterized by shorter after decks and special equipment such as towing winches. Vessels of this type with less than 10,000 brake horsepower (“BHP”) are referred to as small AHTS vessels (“SmAHTS”), while AHTS vessels in excess of 10,000 BHP are referred to as large AHTS vessels (“LgAHTS”). The most powerful North Sea Class AHTS vessels have up to 25,000 BHP. We own one and operate three additional LgAHTS vessels in the North Sea, bareboat charter one operated in Brazil, operate one managed LgAHTS in West Africa and own ten SmAHTSs in Southeast Asia. From time to time, all of our AHTS vessels function as PSVs.
 
  Construction Support Vessels are vessels such as pipe-laying barges or specially designed vessels, such as pipe carriers, used to transport the large cargos of material and supplies required to support the construction and installation of offshore platforms and pipelines. Our 21 LgPSVs (14 of which are owned by us) fit the definition of pipe carriers. Our North Sea fleet has the distinction of being the only significant concentration of pipe carrier capable vessels outside of Scandinavian control.
 
  Standby Rescue Vessels (“Stby”) perform a safety patrol function for an area and are required for all manned locations in the United Kingdom sector of the North Sea. These vessels typically remain on station to provide a safety backup to offshore rigs and production facilities and carry special equipment to rescue personnel. They are equipped to provide first aid and shelter and, in some cases, also function as supply vessels. We own two vessels of this type and manage two specialty vessels that operate in this capacity in the North Sea.
 
  Crewboats (“Crew”) transport personnel and cargo to and from production platforms and rigs. Older crewboats (early 1980s build) are typically 100’ to 120’ in length and are designed for speed and to transport personnel. Newer crewboat designs are generally larger, 130’ to 165’ in length and can be longer with greater cargo carrying capacities. They are used primarily to transport cargo on a time-sensitive basis. We own one of these vessels currently operating in Southeast Asia.
 
  Specialty Vessels (“SpV”) generally have special features to meet the requirements of specific jobs. The special features include large deck spaces, high electrical generating capacities, slow controlled speed and varied propulsion thruster configurations, extra berthing facilities and long-range capabilities. These vessels are primarily used to support FPSOs, diving operations, remotely operated vehicles (“ROVs”), survey operations and seismic data gathering, as well as oil recovery, oil spill response and well stimulation. Three of our owned vessels frequently provide specialty functions, and five managed vessels are currently chartered for specialty functions.
 
  Utility Vessels are typically 90’ to 150’ in length and are used to provide limited crew transportation, some transportation of oilfield support equipment and, in some locations, standby functions. We do not operate any vessels in this category.

The North Sea Market

      We define the North Sea market as offshore Norway, Denmark, the Netherlands, Germany, Great Britain and Ireland, the Norwegian Sea and the area West of Shetlands. Historically, this has been the most demanding of all exploration frontiers due to harsh weather, erratic sea conditions, significant water depth and long sailing distances. Exploration and production operators in the North Sea market are typically large and well-capitalized entities (such as major oil companies and state-owned oil companies), in large part because of the significant financial commitment required in this market. Projects in the region tend to be fewer in number, but larger in scope, with longer planning horizons, than projects in regions with less demanding environments, such as the Gulf of Mexico. Consequently, vessel demand in the North Sea has generally been steadier and less susceptible to abrupt swings than vessel demand in other regions.

      This market can be broadly divided into three areas: exploration, production platform support and field development or construction. Support of the more volatile exploration segment of the market represents the primary

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demand for AHTS vessels. While supply vessels also support the exploration segment, they additionally support the production and field construction segments, which generally are not affected by frequent short-term swings in demand. However, since AHTS vessels are capable of performing in a supply role, the availability of AHTS vessels during prolonged periods of weakness in the exploration segment, as was experienced during 1999 and the first half of 2000, can put downward pressure on PSV demand.

      Our North Sea fleet is oriented toward supply vessels which work in the more stable segments of production platform support and field development or construction, and includes 18 owned and bareboat chartered vessels (14 PSV’s, 2 AHTS, and 2 SpV) and 10 managed vessels (3 PSV’s, 2 AHTS vessels and 5 SpVs). Onshore bases in Aberdeen, Scotland and Liverpool, England support these vessels.

      During the period of 1995-1998, the North Sea market experienced consistently high vessel utilization rates and increasing day rates. Increased drilling rig requirements during 1995 and 1996 led to a shortage of high specification drilling rigs. A number of long-term drilling contracts were signed during that period and, as demand increased in other regions, orders for new drilling rigs were placed. Accelerated activity in construction and development projects added to the demand for supply vessel services and by 1997 vessel demand was very strong. The positive market dynamics continued into the first quarter of 1998. A drop in oil prices in the latter half of 1998 and into the first quarter of 1999 resulted in significant reductions in spending plans for 1999 and caused demand for vessel services in 1999 to fall well below that experienced in 1997 and 1998. A number of the large integrated oil companies were merged and the consolidation process in the industry had an adverse near-term effect on the market for support vessel services. This slowdown in demand occurred in a period when a number of vessels entered the marketplace well ahead of the drilling rigs they were built to support. Most of these vessels were ordered in 1997 and 1998 in response to increased construction in the drilling industry and were delivered by the end of 1999. The vessel deliveries aggravated an oversupply condition caused by the reduction in development activity but was mitigated somewhat by vessels utilized in fiber optic cable installation and maintenance activity. In the second quarter of 2000, in response to higher commodity pricing and some increase in drilling activity, this market began to improve. This was at first evidenced by increased utilization rates for offshore support vessels and was followed by an improvement in day rates. The steady recovery continued throughout the balance of the year, with demand outside of the North Sea accelerating price recovery as deepwater locations in international locations competed for the available vessels. These factors allowed day rates and utilization to escalate to levels similar to those experienced during the high point of 1998. At the end of 2000 and into the first quarter of 2001, rates continued to improve and tended to be above those experienced in the previous peak period of 1998.

      The supply of vessels to the region has been a function of new build vessels delivered to the market and the migration of vessels to other markets, either permanently or for temporary assignments. The demand for existing vessels outside of the North Sea and the expanded role for deepwater projects in worldwide locations left the North Sea fleet largely in balance through the end of 1998. As oil and gas activity levels declined after the precipitous oil price drop in 1998-1999 and a number of new build vessels entered the market in advance of new deepwater drilling rigs which had been delayed, an excess of supply resulted and caused day rates and utilization to fall. The excess supply began to be absorbed in 2000 as vessels moved out of the North Sea in support of drilling rigs in other deepwater markets and as activity levels improved in the region. Throughout the second half of 2000, many companies committed to a number of new build vessels with deliveries scheduled from 2001 through 2003. These new build vessels are generally designed to meet the expanding worldwide demand for deepwater support vessels.

The Southeast Asia Market

      We define the Southeast Asia market as offshore Asia bounded roughly on the west by the Indian subcontinent and on the north by China. This market includes offshore Brunei, Cambodia, Indonesia, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam. The design requirements for vessels in this market are generally similar to the requirements of the shallow water Gulf of Mexico. However, advanced exploration technology and rapid growth in energy demand among many Pacific Rim countries have led to more remote drilling locations, which has increased both the overall demand in this market and the technical requirements for vessels. We believe that a number of exploration and production projects planned or underway could increase the future demand for Offshore Marine Services in the Southeast Asia market.

      The Southeast Asia market differs country by country, but the competitive environment is broadly characterized by a large number of small companies, in contrast to many of the other major offshore exploration and production

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areas of the world, where a few large operators dominate the market. Affiliations with local companies are generally necessary to maintain a viable marketing presence. Our management has been involved in the region since the mid-1970s, and we currently maintain long-standing business relationships with a number of local companies.

      Vessels in this market are typically smaller than those operating in areas such as the North Sea. Yet, the varying weather conditions, annual monsoons and long distances between supply centers in Southeast Asia have allowed for a variety of vessel designs to compete in this market, each suited for a particular set of operating parameters. Vessels designed for the Gulf of Mexico and other areas where moderate weather conditions prevail have historically made up the bulk of the Southeast Asian fleet. In the middle part of the 1990s there was pressure (most notably from Malaysia) to upgrade offshore vessel capabilities by establishing limits on the age of vessels working in certain countries’ territorial waters and encouraging construction of new vessels designed particularly to operate in this region. Demand for new vessels is developing in the region where deepwater projects occur or where oil and gas companies employ larger fleets of vessels. This trend toward newer vessels is less likely to be a factor in vessel selection during a period of reduced expenditures, as was experienced in part of 1999 and during much of 2000.

      Changes in supply and demand dynamics have led at times, most recently during 1999, to an excess number of vessels in markets such as the Gulf of Mexico. It is possible that vessels currently located in the Arabian/Persian Gulf area, West Africa or the Gulf of Mexico could relocate to Southeast Asia. Not all vessels currently located in those regions would be able to operate in Southeast Asia. Furthermore, transferring a vessel from the Gulf of Mexico to Southeast Asia would involve a significant cash and opportunity cost. Historically there has been some movement between these operating areas, but vessel movements have not been a major factor in the Southeast Asia vessel market.

      Indonesia is the only member of the Organization of Petroleum Exporting Countries (“OPEC”) in the region. Oil and natural gas exploration activity in Indonesia has historically focused on oil exploration. Several large projects have now been identified that would exploit gas reserves. Indonesian-based operations utilize the largest number of service vessels in the region. Demand in Indonesia has seen a number of peaks and valleys during the past decade. In 1992, demand softened as exploration activities were reduced while some of the major oil companies renegotiated their production royalty and tax structures with local authorities. This reversed somewhat in 1993 and 1994, as some agreements were reached. However, in 1995, the oil companies pressed for further modifications to their production royalty and tax structures and reduced their exploration budgets, resulting in lower-than-expected activity in 1995 and only marginal improvement in 1996 and 1997. The market improved in early 1998 as part of a general improvement throughout Southeast Asia but turned lower in 1999 as a result of an overall worldwide slowdown in exploration and development expenditures. During 2000, as markets in other regions rebounded, this market lagged behind with several brief upturns only to be followed by contractions back to the previously reduced levels. At the end of the fourth quarter and continuing into the first quarter of 2001, activity levels have improved and both day rates and utilization have been consistently higher than at any time in the last two years.

      In the first quarter of 2000, we secured a two-year contract for one of the newbuild vessels completed in 1999 to work for a major oil company in Indonesia. This development was important because it marked a shift from the historical demand of the commodity type vessels which have dominated this market in the past to newer, more technologically advanced service vessels. The efficiency of this vessel compared to other vessels commonly found in the region is the major factor leading to the acceptance of this vessel, despite its higher day rate.

The Brazilian Market

      Similar to the North Sea, the Brazilian market requires highly sophisticated vessels due to the harsh operating environment. We have experienced success in meeting the market requirements through owned, managed and bareboat chartered vessels and will look to our existing and new build fleet to meet the expanding demand for vessels in this important market.

      Over the last two years, the Brazilian government has opened up the petroleum industry to private investment. The early bid rounds resulted in extensive commitments by major international oil companies and consortiums of independents, which will explore the offshore blocks awarded in the lease sales. This has created a demand for deepwater AHTS and PSV vessels in support of the drilling and exploration activities that has been met primarily from mobilization of vessels from other regions. As this activity increases throughout 2001-2002 to meet the commitments of the oil companies to the Brazilian government, there will be a growing demand for offshore support vessels.

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Additional bid rounds have been announced by the Brazilian government, which could generate additional drilling activity and vessel demand.

      The Seapower has been operating in Brazil since 1995 under a contract, which runs into October 2001 with Petróleo Brasiliero S.A. (“Petrobras”), the Brazilian national oil company. The Leopard Bay, an AHTS built by Sanko Steamship Co. Ltd., (“Sanko”) and bareboat chartered by us for three years, began a three-year contract with Petrobras in November 1998. We exercised our option to extend the bareboat charter for this vessel for an additional year during 2000. We contracted a third vessel, the Highland Scout, to Petrobras in January 2000 for an initial period of six months which was extended several times during the year. At the close of 2000, we executed a new contract for one year for this vessel at a day rate higher than the initial contract with Petrobras. In the first quarter of 2001, we mobilized two of our managed PSVs, the Torm Kestrel and Waveny Castle, to Brazil to work for BP in support of their drilling program offshore Belem, Brazil.

The West African Market

      During January 2000, we mobilized a bareboat chartered vessel from the North Sea market to Equatorial Guinea under a two-year contract with a major international oil company. This marked our entry into this market and was viewed as an important step for us in meeting the growing demand for deepwater capable vessels in the emerging West African Offshore Marine Services market. Subsequent to the end of 2000, we mobilized one of our managed AHTSs to West Africa in support of a construction/cable installation program. With the notable exploration successes, which have been publicized by both major oil companies and independents operating in the area, we believe that the market in this region has one of the highest potentials for attracting North Sea capable vessels. The heightened level of offshore expenditures has created an increase in the demand for vessels to support drilling operations in this region, as evidenced by the increase in vessel contracts awarded in 1999-2000. We believe that further demand will be created for both AHTSs and PSVs as expenditures to further delineate and exploit the deepwater discoveries are initiated by the international oil companies. We will look to our current fleet of vessels in addition to our new build vessels to meet the requirements of this market.

New Vessel Construction Program

      In response to the improving worldwide market conditions, during the second half of 2000 we committed to the construction of nine new North Sea class vessels with a Norwegian shipbuilder. This shipyard previously constructed several of our other new builds including the UT 755 design PSVs. The program includes six PSVs and three AHTS with all vessels designed to be multi-functional in that they will be capable of supporting underwater remotely operated vehicle (“ROV”) operations as well as traditional offshore support operations. All of the vessels are being built to Rolls Royce/Ulstein specifications and include two UT 745 and four UT 755 PSVs plus three UT 722 AHTS vessels. The timing of this construction program was chosen based on the increased demand for deepwater and ultra-deepwater capable vessels. One PSV is due to be delivered at the first part of the third quarter 2001, with four vessels each in 2002 and 2003. The delivery dates are expected to precede the termination dates of the four current bareboat chartered vessels. The total estimated cost of the program is approximately $185 million. The construction cost for the vessels is based on a fixed price contract denominated in Norwegian Kroner. Many of the same construction supervisors utilized in the Company’s successful construction program during 1996 —1999 have been mobilized to manage the new program. Additionally, we have systematically entered into forward contracts to foreign exchange risk. The following table outlines the cost and expected delivery schedule of the program:

                 
Vessel Vessel Type Delivery Date Cost (millions)




UT 755L PSV 3rd Qtr 2001 $ 14.0
UT 745 PSV 1st Qtr 2002 18.8
UT 745 PSV 1st Qtr 2002 19.7
UT 755 PSV 3rd Qtr. 2002 12.5
UT 722L AHTS 4th Qtr. 2002 30.2
UT 755L PSV 1st Qtr 2003 15.0
UT 755 PSV 2nd Qtr 2003 13.0
UT 722L AHTS 3rd Qtr 2003 31.0
UT 722L AHTS 4th Qtr 2003 31.0

$ 185.2

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Our Fleet

      Our existing fleet as of March 5, 2001 includes 47 vessels. Of the 47 vessels, 30 are owned by us, four are bareboat chartered from other owners and 13 are under management for other owners. Additionally, we have committed to the construction of nine new vessels in Norway. In March 2001, we purchased a 1982 built PSV which is expected to close in April 2001. The following table summarizes information with respect to each of these vessels:

                                             
Type Length BHP DWT
Location Vessel (a) Flag Delivery (feet) (b) (c)








OWNED VESSELS
    North Sea Highland Spirit SpV UK 1998 202 6,000 1,800
    North Sea Highland Rover LgPSV UK 1998 236 5,450 3,200
    North Sea Highland Drummer LgPSV UK 1997 221 5,450 3,115
    North Sea Highland Piper LgPSV UK 1996 221 5,450 3,115
    North Sea Highland Pride LgPSV UK 1992 265 6,600 3,075
    North Sea Highland Star LgPSV UK 1991 265 6,600 3,075
     North Sea Highland Warrior LgPSV Bermuda 1981 265 5,300 4,049
     North Sea Highland Champion LgPSV UK 1979 265 4,800 3,910
     North Sea Highland Legend PSV UK 1986 194 3,590 1,442
     North Sea Highland Sprite SpV UK 1986 194 3,590 1,442
     North Sea North Prince LgPSV UK 1978 259 6,000 2,717
     North Sea North Vanguard LgPSV Norway 1990 265 6,600 4,000
     North Sea North Fortune LgPSV Norway 1983 264 6,120 3,366
     North Sea North Crusader AHTS Norway 1984 236 12,000 2,064
     North Sea North Challenger LgPSV Norway 1997 221 5,450 3,115
     North Sea Highland Pioneer LgPSV UK 1983 224 5,400 2,500
     North Sea Highland Patriot LgPSV UK 1982 233 4,800 2,649
     Southeast Asia Highland Guide LgPSV US 1999 218 4,640 2,800
    Southeast Asia Sem Courageous SmAHTS Malaysia 1981 191 4,000 1,000
    Southeast Asia Sem Valiant SmAHTS Malaysia 1981 191 4,000 1,000
    Southeast Asia Seawhip SmAHTS Panama 1983 192 3,900 1,200
    Southeast Asia Seawitch SmAHTS Panama 1983 192 3,900 1,200
    Southeast Asia Sea Explorer SmAHTS Panama 1981 192 5,750 1,420
    Southeast Asia Sea Diligent SmAHTS Panama 1981 192 4,610 1,219
    Southeast Asia Sea Endeavor SmAHTS Panama 1981 191 4,000 1,000
    Southeast Asia Sea Conquest SmAHTS Panama 1977 185 3,850 1,142
    Southeast Asia Sea Searcher SmAHTS Panama 1976 185 3,850 1,215
    Southeast Asia Sea Eagle SmAHTS Panama 1976 185 3,850 1,215
    Southeast Asia Searunner Crew Panama 1982 120 2,720 126
     Brazil Highland Scout LgPSV US 1999 218 4,640 2,800
     Brazil Seapower SpV Panama 1974 222 7,040 1,205
BAREBOAT CHARTERED
     North Sea Mercury Bay LgPSV Bermuda 1998 221 5,450 3,115
     W. Africa Monarch Bay LgPSV Bermuda 1998 221 5,450 3,115
     Brazil Leopard Bay AHTS Bermuda 1998 241 15,000 2,900
     North Sea Torm Heron (e) AHTS Bermuda 1999 241 15,000 2,900
MANAGED
     North Sea Ace Nature LgPSV Bermuda 1999 276 9,600 5,425
     North Sea Clwyd Supporter SpV UK 1984 266 10,700 1,400
     North Sea Sefton Supporter SpV UK 1971 250 1,620 1,233
     North Sea Safe Truck LgPSV UK 1996 221 5,450 3,115
     North Sea Torm Kestrel LgPSV Bermuda 1998 221 5,450 3,115
     North Sea Torm Osprey AHTS UK 1999 241 15,000 2,900
     North Sea Torm Eagle AHTS UK 1999 241 15,000 2,900
     West Africa Portosalvo AHTS UK 1982 227 12,720 2,075
     Brazil Waveny Castle LgPSV UK 1999 221 5,450 3,115
     Brazil Waveny Fortress LgPSV UK 1999 221 5,450 3,115
     Worldwide Austral Horizon SpV Panama 76/98 297 4,400 1,641
     Worldwide Aker Symphony SpV Bahamas 88/99 394 7,390 6,700
     Worldwide Labrador Horizon SpV Bahamas 1983 264 6,960 3,060
NEW BUILD
     North Sea (d) Highland Fortress LgPSV TBD 2001 236 5,450 3,200
     North Sea (d) TBN UT 745 LgPSV TBD 2002 275 9,600 4,320
     North Sea (d) TBN UT 745 LgPSV TBD 2002 275 9,600 4,320
     North Sea (d) TBN UT 755 LgPSV TBD 2002 221 5,450 3,115
     North Sea (d) TBN UT 722L AHTS TBD 2002 260 16,320 2,000
     North Sea (d) TBN UT 755L LgPSV TBD 2003 236 5,450 3,200
     North Sea (d) TBN UT 755 LgPSV TBD 2003 221 5,450 3,115
     North Sea (d) TBN UT 722L AHTS TBD 2003 260 16,320 2,000
     North Sea (d) TBN UT 722L AHTS TBD 2003 260 16,320 2,000

(a)   Legend: LgPSV – Large platform supply vessel
PSV – Platform supply vessel
AHTS – Anchor handling, towing and supply vessel
SmAHTS – Small anchor handling, towing and supply vessel
Crew – Crewboat
SpV – Specialty vessel, including towing and oil spill response
(b)   Brake horsepower.
(c)   Deadweight tons.
(d)   Vessel currently under construction in Norwegian shipyard.
(e)   Operated pursuant to 50/50 joint venture agreement with Torm U.K. Limited.

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Customers, Contract Terms and Competition

      Our principal customers are major integrated oil companies and large independent oil and natural gas exploration, production companies working in international markets, and foreign government owned or controlled oil companies, as well as companies that provide logistic, construction and other services to such oil companies and foreign government organizations. During 2000, under multiple contracts in the ordinary course of business, two customers each accounted for more than 10% of total consolidated revenues: Aberdeen Services Company (“ASCO”) at 18.2% and Petrobras at 11.2%. ASCO is a logistics coordinator primarily serving major international oil companies. The contracts are industry standard time charters involving several of our vessels for periods ranging from a few days or months to more than a year. The contracts are generally not cancelable except for unsatisfactory performance by the vessel. The loss of a major customer could have a material adverse effect on our financial condition and results of operations until a replacement is obtained.

      Contract or charter durations vary from single-day to multi-year in length, based upon many different factors that vary by market. Historically, term charters in the Offshore Marine Services industry have generally extended from six months to one year in length. Additionally, there are “evergreen” charters (also known as “life of field” or “forever” charters), and at the other end of the spectrum, there are “spot” charters and “short duration” charters, which can vary from single voyage to charters of less than six months. Longer duration charters are more common where equipment is not as readily available or specific equipment is required. In the North Sea, multi-year charters have been more common, and we believe that term charters constitute the majority of the market. Term charters in Southeast Asia are currently somewhat less common than in the North Sea and generally are two years or shorter in length. In the developing Brazil and West Africa markets, term charters are relatively common due to the harsh operating conditions, the scarcity of quality equipment and the distance to larger markets. In addition, charters for vessels in support of floating production, storage and offloading (“FPSO”) are typically “life of field” or “full production horizon charters”. Because of frequent renewals, the stated duration of charters may have little correlation with the length of time the vessel is actually contracted to a particular customer.

      Bareboat charters are contracts for vessels, generally for a term in excess of one year, whereby the owner transfers all market exposure for the vessel to the charterer in exchange for an arranged fee. The charterer has the right to market the vessel without direction from the owner. In addition to bareboat charter fees paid to the owner, the charterer is responsible for providing the crew and all operating costs for the vessel. No depreciation expense is borne by the charterer. Bareboat chartered vessels in comparison to identical owned vessels with the same day rate generate the same revenue but less operating income since bareboat charter expense is generally higher than depreciation expense and less operating cash flow since bareboat charter expense is a cash cost.

      Managed vessels add to the market presence of the manager but provided limited direct financial contribution. Management fees are typically based on a per diem rate and are not subject to fluctuations in the charter hire rates. The manager is typically responsible for disbursement of funds for operating the vessel on behalf of the owner. Depending on the level of service provided by the manager, fees for services range from $5,000 to $10,000 per month per vessel.

      Substantially all of our charters are fixed in British pounds, Norwegian Kroner and U.S. dollars. We attempt to reduce currency risk by matching each vessel’s contract revenue to the currency matching its operating expenses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Currency Fluctuations and Inflation.”

      We compete with approximately 15-20 companies in the North Sea market and numerous small and large competitors in the Southeast Asia market principally on the basis of suitability of equipment, price and service. Also, in certain foreign countries, preferences are given to vessels owned by local companies. We have attempted to mitigate some of the impact of such preferences through affiliations with local companies. Some of our competitors have significantly greater financial resources than we do.

Fleet Availability

      A significant portion of our available fleet is committed under contracts of various terms. This represents a major improvement over the prior year at the same time and is indicative of the improving market conditions. The following table outlines the percentage of our days in 2001 and 2002 under contract as of March 5, 2001:

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2001 Vessel Days 2002 Vessel Days


North Sea Based Fleet 82.0 % 43.9 %
Southeast Asia Based Fleet 43.4 % 1.4 %
Brazil Based Fleet 86.6 % 0.0 %