SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period to
Commission File Number 0-28316
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1252405
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
610 Palm Street
Houma, LA 70364
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 851-3833
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,
and (2) has been subject to such filing requirements for the past
90 days. Yes [x] No [ ]
As of November 4, 1996 there were 6,811,439 shares outstanding
of the Registrant's Common Stock, par value $.01 per share.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
ASSETS _____________ ______________
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,777 $ 1,117
Accounts receivable, net 10,646 7,417
Prepaid expenses and other current assets 639 156
____________ ____________
Total current assets 13,062 8,690
____________ ____________
Property and equipment, at cost:
Marine vessels 77,253 44,603
Transportation and other 609 856
_____________ ____________
77,862 45,459
Less accumulated depreciation and amortization 9,112 6,195
_____________ ___________
Net property and equipment 68,750 39,264
_____________ ___________
Other assets, net 6,066 4,159
_____________ ____________
$ 87,878 $ 52,113
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,124 $ 3,656
Accrued expenses 2,653 2,878
Current portion of long-term debt - 3,000
_____________ ____________
Total current liabilities 5,577 9,534
_____________ ____________
Long-term debt 10,000 23,695
Subordinated debt and accrued interest thereon - 13,085
Deferred incone taxes, net 6,231 87
_____________ ____________
Total liabilities 22,008 46,401
_____________ ____________
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 15,000,000 shares authorized, issued
6,883,471 and 3,123,371 shares, outstanding 6,811,439 and
3,051,339 shares at September 30, 1996 and December
31, 1995, respectively. 69 31
Additional paid-in capital 61,486 5,649
Retained earnings 4,316 33
Treasury stock, at par value, 72,032 shares (1) (1)
____________ ___________
Total stockholders' equity 65,870 5,712
____________ ___________
$ 87,878 $ 52,113
============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
_____________________ ___________________
1996 1995 1996 1995
________ ________ ________ ________
<S> <C> <C> <C> <C>
Revenues:
Charter hire $13,379 $ 6,753 $32,854 $18,884
Other vessel income 11 10 31 31
_________ ________ _________ _________
Total revenues 13,390 6,763 32,885 18,915
_________ ________ _________ _________
Operating expenses:
Direct vessel operating expenses 5,973 4,262 16,525 12,955
General and administrative 839 629 2,224 1,909
Amortization of marine inspection costs 535 149 1,432 672
_________ ________ _________ _________
Total operating expenses 7,347 5,040 20,181 15,536
_________ ________ _________ _________
Depreciation expense 1,043 905 2,861 2,833
_________ ________ _________ _________
Operating income (loss) 5,000 818 9,843 546
Interest expense 50 942 1,710 2,844
Amortization of deferred financing costs 30 97 217 284
Gain on sale of assets - (24) (7) (247)
Other income, net (31) (2) (65) (58)
_________ ________ _________ _________
Income (loss) before income taxes and
extraordinary item 4,951 (195) 7,988 (2,277)
Income tax expense (benefit) 1,733 (66) 2,788 (774)
_________ ________ _________ _________
Income (loss) before extraordinary item 3,218 (129) 5,200 (1,503)
_________ ________ _________ _________
Extraordinary item, net of taxes - - (917) -
Net income (loss) $ 3,218 $ (129) $ 4,283 $(1,503)
========= ========= ======== =========
Weighted average common shares and
equivalents outstanding 7,519,830 3,051,339 5,585,537 3,050,245
========= ========== ========= ==========
Earnings per common share and equivalent
outstanding:
Income (loss) before extraordinary
item $ 0.43 $ (0.04) $ 0.93 $ (0.49)
Extraordinary item - - (0.16) -
_________ __________ _________ _________
Net income (loss) $ 0.43 $ (0.04) $ 0.77 $ (0.49)
========== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
___________________
1996 1995
___________ __________
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 4,283 $ (1,503)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 4,556 3,833
Extraordinary charge 1,411 -
Deferred income taxes 2,294 (774)
Interest on subordinated debt 461 829
Gain on sale of assets (7) (247)
Provision for doubtful accounts 100 180
Changes in operating assets and liabilities:
Accounts receivable (3,329) 669
Prepaid expenses and other current assets (530) 53
Accounts payable and accrued expenses (756) 2,005
Other, net (1,124) (12)
___________ ____________
Net cash provided by operating activities 7,359 5,033
__________ ____________
Cash flows from investing activities:
Purchases of property and equipment (29,183) (3,919)
Deferred marine inspection costs (1,300) (1,462)
Proceeds from sales of assets 27 1,342
Investment in unconsolidated company (1,251) -
__________ ___________
Net cash used in investing activities (31,707) (4,039)
__________ ___________
Cash flows from financing activities:
Proceeds from issuance of common stock, net of registration
expenses 48,394 9
Proceeds from issuance of long-term and subordinated debt 16,169 3,483
Repayment of long-term and subordinated debt (38,929) (4,489)
Deferred financing costs and other (626) (280)
__________ ___________
Net cash provided by (used in) financing
activities 25,008 (1,277)
__________ ____________
Net increase (decrease) in cash 660 (283)
Cash and cash equivalents at beginning of period 1,117 1,770
__________ ___________
Cash and cash equivalents at end of period $ 1,777 $ 1,487
=========== ===========
Supplemental information:
Income taxes paid $ 2 $ 2
=========== ===========
Income taxes refunded $ - $ 11
=========== ===========
Interest paid $ 4,445 $ 2,147
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statement Presentation:
The consolidated financial statements for Trico Marine Services, Inc. (the
"Company") included herein are unaudited but reflect, in management's opinion,
all adjustments, consisting only of normal recurring adjustments, that are
necessary for a fair presentation of the nature of the Company's business. The
results of operations for the three and nine months ended September 30, 1996
are not necessarily indicative of the results that may be expected for the full
fiscal year or any future periods. The financial statements included herein
should be read in conjunction with the financial statements and notes thereto
included in the Company's consolidated financial statements for the year ended
December 31, 1995.
Certain prior period amounts have been reclassified to conform with the
presentation shown in the interim consolidated financial statements. These
reclassifications had no effect on net income (loss), total stockholders'
equity or cash flows.
2. Initial Public Offering:
In May 1996, the Company completed an initial public offering of 3,292,500
shares of common stock, $.01 par value. The proceeds received from the sale
were $48,394,000, net of underwriting discounts and other costs of $4,286,000.
Of the proceeds, the Company used $31,150,000 to prepay senior debt, $6,000,000
to pay subordinated debt and $11,000,000 to acquire four supply vessels. The
balance of the proceeds was used by the Company for additional working capital.
3. Bank Credit Agreements:
Effective March 6, 1996, the Company amended its agreement with its bank
lenders (the "Credit Agreement") to provide for an increased total credit
facility, extend principal payments and restructure other portions of the
Credit Agreement. The outstanding principal balance of the Credit Agreement of
$31,150,000 was prepaid on May 21, 1996 together with a prepayment fee of
$75,000 from the proceeds of the Company's initial public offering of common
stock. As a result of the prepayment of all amounts outstanding under the
Credit Agreement and the prepayment of all of the Company's subordinated debt,
the Company recorded an extraordinary charge of $917,000, net of taxes of
$494,000, for the write-off of the unamortized balance of related debt issuance
costs.
Effective July 26, 1996, the Company executed a $30,000,000 revolving credit
agreement (the "New Credit Facility") with the same group of lenders that
provided the Company's previous Credit Agreement which was prepaid on May 21,
1996 with proceeds from the initial public offering. The New Credit Facility
was increased to $35,000,000 effective August 26, 1996. The New Credit
Facility provides for interest payments only until its maturity on June 30,
1999 and bears interest at LIBOR plus 1 1/2% per annum with a commitment fee of
3/8 % per annum on the undrawn portion. The New Credit Facility is
collateralized by certain of the Company's vessels and related assets and
requires that the Company maintain certain financial ratios. When the New
Credit Facility was executed, the Company had no outstanding borrowings.
4. Foreign Acquisition and SWATH Contract:
On March 15, 1996, the Company acquired seven line handling vessels and a 40%
interest in a marine operating company located in Brazil for a combined price
of $4.2 million (the "Walker Acquisition"). The Brazilian operating company
owns an eighth line handling vessel and operates it and the seven other
acquired vessels under long-term contracts with a customer located in Brazil.
The acquisition has been accounted for by the purchase method of accounting.
Of the purchase price, $3,565,000 has been allocated to the acquired vessels
based upon their relative fair value, $270,000 has been allocated to the
Company's investment in the stock of the Brazilian operating company with
the remaining $365,000 allocated to goodwill. In addition to the purchase
price above, $300,000 of contingent purchase price was paid on August 27, 1996
based upon the attainment by the Company of a certain contract to provide
offshore marine services in Brazil. This amount has been recorded as
additional goodwill.
<PAGE>
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
4. Foreign Acquisition and SWATH Contract, continued:
On August 15, 1996, the Company entered into a five year contract with Petroleo
Brasileiro S.A. ("Petrobras"), to build and operate an advanced "small water
area twin hull" crew boat (the "SWATH vessel") which will be used to transport
personnel to offshore platforms. On October 7, 1996, the Company entered into
an agreement with a shipyard to construct the SWATH vessel. The total cost of
the vessel, including equipment provided by the Company, is expected to be
approximately $11,000,000. The Company expects the vessel to be completed and
operations to commence by late 1997.
5. Stock Split:
On April 26, 1996, the Company's Board of Directors approved a 3.0253-for-1
split of the Company's common stock in the form of a stock dividend. The
financial statements have been restated to reflect all effects of this stock
split, including all share amounts and per share data.
6. Stock Option and Incentive Plans:
In April 1996, the Company modified its 1993 Stock Option Plan to include a
provision for the 140,459 options not already containing a provision to become
exercisable at the consummation of an "initial public offering" to become
exercisable upon such a transaction. Pursuant to the Company's 1996 Incentive
Compensation Plan, options to purchase 110,500 shares of the Company's common
stock have been granted to officers, key members of management and certain
long-term employees. Options under the 1996 Incentive Compsenation Plan that
were granted prior to the initial public offering were granted at the initial
public offering price; options granted subsequent to the initial public offering
were granted at the closing price on The NASDAQ Stock Market on the day of
grant. Accordingly, no expense has been recognized for stock options.
7. Domestic Acquisitions:
On May 22, 1996, the Company acquired for $11,000,000 all of the outstanding
capital stock of HOS Marine Partners, Inc. ("HOS"), a special purpose company
whose sole assets consist of four supply vessels. In addition to the purchase
price, the Company recognized, in accordance with Statement of Financial
Accounting Standards No. 109, a deferred income tax liability of $3,850,000 for
the deferred tax consequences of the differences between the assigned values
and the tax bases of the assets owned by HOS. The acquisition was accounted
for using the purchase method of accounting and the results of operations from
the date of acquisition are included on the accompanying unaudited consolidated
financial statements. Of the $11,000,000 purchase price and the recognized
$3,850,000 deferred income tax liability, $14,000,000 was allocated to the
vessels based upon their relative fair value, $279,000 was allocated to
deferred tax assets based upon the estimated realizable value of the net
operating tax loss carryforward of HOS and the remaining $571,000 was allocated
to goodwill.
On September 30, 1996, the Company acquired from subsidiaries of OMI Corp.
three supply vessels for $11,600,000. The Company borrowed $10,000,000 under
its New Credit Facility to fund a portion of the purchase. The acquisition was
accounted for using the purchase method of accounting and the entire purchase
price has been allocated to the vessels based on their fair value. Since the
acquisition was effective at the end of the day on September 30, 1996, the
accompanying unaudited consolidated financial statements contain the
acquisition, but do not contain any results of operations for these vessels.
<PAGE>
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
8. Subsequent Events:
Effective October 8, 1996 the Company amended its New Credit Facility to
establish additional availability under the revolving credit portion, to create
a term loan portion and to extend the agreement until October 8, 2002. Under
this amendment the Company increased its line of credit under the New Credit
Facility to $50,000,000 and the revolving credit portion of the New Credit
Facility was amended to expire on October 8, 1998. Upon expiration, any
outstanding amounts under the revolving credit facility will be converted into
a term loan which will be repaid in quarterly installments, with interest, over
a four year period until maturity on October 8, 2002.
On October 10, 1996, the Company acquired from Kim Susan Inc. and affiliated
companies seven supply vessels for $32,000,000. The Company borrowed
$30,500,000 under its New Credit Facility to fund a portion of the purchase.
The acquisition will be accounted for using the purchase method of accounting.
In late October the Company signed definitive agreements to purchase three
supply vessels from a subsidiary of SEACOR Holdings, Inc. for $11,450,000 in
cash. The acquisition will be funded with borrowings under the New Credit
Facility and cash generated from operations. Management anticipates that the
acquisition will close in December, 1996.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This discussion and analysis of financial condition and results of operations
should be read in conjunction with the unaudited consolidated financial
statements and the related disclosures included elsewhere herein.
RESULTS OF OPERATIONS
Revenues for the third quarter and nine months ended September 30, 1996 were
$13.4 million and $32.9 million, respectively, an increase of 97.9% and 73.9%
compared to the $6.8 million and $18.9 million in revenues for the quarter and
nine months ended September 30, 1995. This increase was primarily due to the
strong improvement in average day rates and utilization for the Company's
supply boats, the increase in utilization for the Company's lift boats and the
growth in the Company's vessel fleet, both in the Gulf of Mexico ("Gulf") and
offshore Brazil. The table below sets forth by class, the average day rates
and utilization of the Company's vessels and the average number of vessels
owned during the periods indicated.
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
_________________________________ ______________________________
1996 1995 1996 1995
____ ____ ____ ____
<S> <C> <C> <C> <C>
Average Day Rates:
Supply $5,018 $3,101 $4,302 $2,957
Lift 4,954 4,523 4,805 4,633
Crew/Line Handling 1,579 1,470 1,547 1,464
Utilization:
Supply 93% 76% 93% 75%
Lift 77% 48% 66% 44%
Crew/Line Handling 96% 88% 95% 82%
Average Number of Vessels:
Supply 20.0 16.0 18.2 16.0
Lift 6.0 6.0 6.0 6.0
Crew/Line Handling 25.0 16.0 22.8 17.0
</TABLE>
All classes of vessels in the Company's fleet reported higher utilization
during the third quarter and first nine months of 1996 compared to the same
periods in 1995. The greatest increase in utilization was experienced by the
Company's supply boats and lift boats. Supply boat utilization averaged 93%
for both the quarter and nine month period, up from 76% and 75%, respectively,
for the same periods in 1995. Supply boat day rates for the quarter and first
nine months increased 61.8% to $5,018 and 45.5% to $4,302, respectively,
compared to $3,101 and $2,957 for the comparable 1995 periods. These increases
reflect improved market conditions in the Gulf and the substantial downtime
incurred in 1995 for the vessel upgrade program.
During 1995, the Company began and completed a major capital upgrade program in
which three of the Company's supply boats were lengthened from 165 feet to 180
feet, one was lengthened from 165 feet to 190 feet, and the boats' capacities
for liquid mud and bulk cargo were increased. Additionally, the Company
rebuilt and lengthened a crew boat which was placed in service late in 1995.
In May 1996, with proceeds from the initial public offering, the Company
acquired four supply boats located in the Gulf.
Utilization of the Company's lift boats increased to 77% and 66% for the third
quarter and nine months ended September 30, 1996, respectively, up from the 48%
and 44% experienced during the same periods in 1995. The lift boats
experienced unusually low utilization in 1995 due to drydocking related
downtime and weak market conditions which existed in the first half of 1995.
Utilization of the crew boats and line handling vessels increased to 96% and
95% for the quarter and nine months ended September 30, 1996, compared to 88%
and 82% for the comparable 1995 periods, due to the improved market conditions
in the Gulf for the crew boats, and the addition in March of 1996 of eight line
handling vessels working under long-term charters offshore Brazil.
<PAGE>
During the third quarter and first nine months of 1996, direct vessel operating
expenses increased to $6.0 million and $16.5 million, respectively, compared
to $4.3 million and $13.0 million for the same periods in 1995, due to the
expanded vessel fleet, and increased labor, repair and maintenance costs. Due
to the increase in revenues, direct vessel operating expenses decreased as a
percentage of revenues from 63% and 68.5% of revenues, respectively, during
the third quarter and first nine months of 1995 to 44.6% and 50.2% of revenues,
respectively, for the comparable 1996 periods.
Depreciation expense increased to $1.0 million for the third quarter of 1996,
up from $905,000 for the year-ago quarter due to the expanded vessel fleet.
Depreciation expense increased to $2.9 million for the first nine months of
1996 from $2.8 million for the comparable 1995 period due to the expanded
vessel fleet, the effect of which was partially offset by increased
depreciation in 1995 caused by the allocation of a portion of the 1993 vessel
acquisition costs to assets which have short depreciable lives and were fully
depreciated in the second quarter of 1995. Amortization of marine inspection
costs increased to $535,000 and $1.4 million for the third quarter and nine
month period of 1996, respectively, from $149,000 and $672,000 in the
comparable 1995 periods, due to the amortization of increased drydocking and
marine inspection costs.
General and administrative expenses increased to $839,000 and $2.2 million
during the 1996 third quarter and nine months ended September 30, 1996,
respectively, from $629,000 and $1.9 million during the same periods in 1995
due to the additional personnel needed in connection with the growth in
the Company's vessel fleet and Brazilian operations. General and administrative
expenses, as a percentage of revenues, decreased from 9.3% and 10.1% of
revenues, respectively, during the third quarter and nine months ended September
30, 1995 to 6.3% and 6.8% of revenues, respectively, in the comparable 1996
periods as the increase in revenues and additions to the vessel fleet did
not require proportionate increases in administrative expenses.
Interest expense decreased to $50,000 for the third quarter of 1996 and $1.7
million for the first nine months of 1996, from $942,000 and $2.8 million for
the third quarter and first nine months of 1995. The decrease in interest
expense was due to the prepayment of all borrowings under the Company's bank
credit facility in May 1996 with a portion of the proceeds from the public
offering. Average bank debt outstanding decreased to $109,000 and $15.2
million in the third quarter and first nine months of 1996, respectively,
compared to $26.0 million and $26.7 million for the third quarter and first
nine months of 1995, respectively. In the third quarter and nine month period
of 1995 the Company recorded gains on the sales of certain crew boats of
$24,000 and $247,000, respectively.
In the third quarter and first nine months of 1996, the Company had income tax
expense of $1.7 million and $2.8 million, respectively, compared to an income
tax benefit of $66,000 and $774,000 in the 1995 periods.
As a result of the prepayment of all debt outstanding under the Company's
previous bank credit facility and its subordinated debt in the second quarter
of 1996, the Company recorded an extraordinary charge of $917,000, net of taxes
of $494,000, for the write-off of unamortized debt issuance costs.
LIQUIDITY AND CAPITAL RESOURCES
The Company's strategy has been to reduce its financial leverage incurred in
connection with the 1993 vessel acquisition from Chrysler, while adding value
by reconfiguring, upgrading and expanding its vessel fleet to improve operating
capability. As part of this strategy, in May 1996 the Company completed its
initial public offering which improved the Company's financial condition by
enabling the Company to prepay all of its senior and subordinated debt, acquire
four supply vessels in the Gulf and establish the New Credit Facility, which
provides a $50.0 million line of credit that may be used for additional vessel
acquisitions, vessel improvements and working capital. Since the initial
public offering, the Company has acquired 14 supply boats for $54.6 million.
Funds during the first nine months of 1996 were provided by $48.4 million in
net proceeds from the initial public offering, $6.2 million in borrowings prior
to the public offering under the Company's previous bank credit agreement,
$10.0 million in borrowings, incurred on September 30, 1996, under the New
Credit Facility and $7.4 million in cash provided by operating activities.
During the period, the Company repaid $38.9 million of debt, including
$6.0 million of its subordinated debt, and made capital expenditures totaling
$31.4 million.
<PAGE>
The Company's cash provided by operating activities increased by $2.4 million
in the first nine months of 1996 to $7.4 million, compared to $5.0 million for
the first nine months of 1995. This increase was due primarily to net income
of $4.3 million compared to a net loss of $1.5 million for the same period last
year and a $1.4 million non-cash extraordinary charge for the write-off of
deferred financing costs in the current nine month period. This increase was
offset in part by an increase in accounts receivable and a reduction in
accounts payable.
Capital expenditures for the period consisted primarily of $22.6 million for
the acquisition of seven supply vessels in the Gulf, of which four were
acquired in May and three acquired on September 30, 1996, and $4.5 million for
the Company's acquisition of line handling boats and a 40% interest in a marine
operating company in Brazil in March 1996. Other expenditures consisted
primarily of U.S. Coast Guard drydocking costs of $1.3 million, a portion of
the acquisition and upgrade costs of the Stones River and a portion of the
initial construction costs of the SWATH vessel. The Stones River is a 180 foot
supply boat, acquired in March 1996, which is being lengthened to 220 feet and
outfitted with bulk capacity of 7,800 cubic feet and liquid mud capacity of
2,300 barrels. This vessel will be available for service in the first quarter
of 1997 with an estimated total cost of $4.2 million.
In July 1996, the Company entered into the New Credit Facility, which was
increased in October and now provides a revolving line of credit up to $50.0
million, matures in October 2002 and bears interest at LIBOR plus 1 1/2% per
annum (currently approximately 7%), with a fee of 3/8 % per annum on the
undrawn portion. The New Credit Facility is collateralized by certain of the
Company's existing vessels and related assets and requires the Company
to maintain certain financial ratios. In connection with the Company's
acquisition of three supply boats on September 30, 1996, the Company borrowed
$10.0 million under the New Credit Facility to fund a portion of the purchase
price, and subsequently borrowed $30.5 million in October to fund a
portion of the purchase price of an additional seven vessels.
The Company was the successful bidder for the contract to build and operate the
SWATH vessel which will be used to transport up to 250 passengers to offshore
platforms for Petrobras under a five-year contract. After successful model
tank tests, construction on the SWATH vessel began in October 1996 and
operations are expected to commence at the end of 1997. The Company plans to
obtain long-term financing for the vessel's $11.0 million cost through the
Maritime Administration's Title XI ship financing program for which the Company
has a pending application.
The Company believes its capital expenditures for the remainder of 1996 will
total approximately $6.1 million, excluding any additional vessel acquisitions,
but including U.S. Coast Guard drydocking costs, the Stones River upgrade
project, a portion of the construction cost of the SWATH vessel, and the
acquisition of a larger docking and maintenance facility in Houma, Louisiana to
replace its present rented facility. The $11.45 million required to fund the
purchase price of the three additional supply boats the Company agreed to
purchase in October 1996 will be provided by borrowings under the New Credit
Facility and cash generated from operations. Management anticipates that this
acquisition will close in December 1996. The Company's capital requirements
historically have been for the acquisition of marine vessels, maintenance and
improvements to vessels and debt service. The Company believes that cash
generated from operations and availability under the New Credit Facility will
provide sufficient funds for identified capital projects and working capital
requirements. However, the Company's strategy is to acquire other vessel
fleets or single vessels in order to expand its presence both in the Gulf and
certain selected international markets such as Brazil. Depending upon the size
of such future acquisitions, the Company may require additional debt financing,
possibly in excess of its current credit facility, or additional equity.
<PAGE>
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation of the Company.<F1>
3.2 Bylaws of the Company.<F2>
10.1 Revolving Credit Agreement among Trico Marine Operators,
Inc., Trico Marine Assets, Inc., Trico Marine Services, Inc.
and First National Bank of Boston, Hibernia National Bank
and First National Bank of Commerce, as Banks and the
First National Bank of Boston, as agent dated as of July
26, 1996 ("Revolving Credit Agreement).<F3>
10.2 Amendment No. 1 dated as of August 26, 1996 to the Revolving
Credit Agreement.<F4>
10.3 Amendment No. 2 dated as of September 25, 1996 to the Revolving
Credit Agreement.<F4>
10.4 Amendment No. 3 dated as of October 8, 1996 to the Revolving
Credit Agreement.<F4>
10.5 Sale and Purchase Agreement dated September 27, 1996, by and
between Trico Marine Assets, Inc. and Ogden Marine Indonesia,
Inc., a wholly-owned subsidiary of OMI, relating to the sale
of the M/V OMS Galveston.<F5>
10.6 Sale and Purchase Agreement dated September 27, 1996, by and
between Trico Marine Assets, Inc. And Ogden Marine Indonesia,
Inc., a wholly-owned subsidiary of OMI, relating to the sale of
the M/V OMS Kenedy.<F5>
10.7 Sale and Purchase Agreement dated September 27, 1996, by and
between Trico Marine Assets, Inc. And Ogden Marine Indonesia,
Inc., a wholly-owned subsidiary of OMI, relating to the sale of
the M/V Brazoria.<F5>
10.8 Sale and Purchase Agreement by and between Ensco Offshore
Company and Trico Marine Assets, Inc. dated October 11, 1996
relating to Houma, Louisiana docking and maintenance
facility.<F6>
10.9 Vessel Purchase Agreement dated as of August 1, 1996 among
Trico Marine Assets, Inc. and Kim Susan, Inc., K&B Boat
Rentals, Inc., Fagan Boat Services, Inc.<F7>
10.10 Sale and Purchase Agreement dated October 28, 1996 by and
between Seacor Marine, Inc. and Trico Marine Assets, Inc.
relating to the sale of the M/V Boon.
10.11 Sale and Purchase Agreement dated October 29, 1996 by and
between Seacor Marine, Inc. and Trico Marine Assets, Inc.
relating to the sale of the M/V Padre Island.
10.12 Sale and Purchase Agreement dated October 28, 1996 by and
between Seacor Marine, Inc. and Trico Marine Assets, Inc.
relating to the sale of the M/V Timbalier Island.
11.1 Computation of Earnings Per Share.
27.1 Financial Data Schedule.
________________
<F1> Incorporated by reference to the Company's Registration Statement on
Form 8-A filed with the Commission on April 25, 1996.
<F2> Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registraton Statement No. 333-2990).
<F3> Incorporated by reference to the Company's Form 10-Q for the quarter
ended June 30, 1996.
<F4> Incorporated by reference to the Company's Form 8-K dated September 30,
1996.
<F5> Incorporated by reference to the Company's Form 8-K dated October 10,
1996.
<F6> Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration Statement No. 333-14871).
(b) Reports on Form 8-K.
Report on Form 8-K dated Setpember 30, 1996 reporting "Item 2-
Acquisition or Disposition of Assets and Item 7 - Financial
Statements and Exhibits."
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
TRICO MARINE SERVICES, INC.
(Registrant)
Date: November 4, 1996 /s/ KENNETH W. BOURGEOIS
________________________________
Kenneth W. Bourgeois
Chief Accounting Officer and duly
authorized officer
SALE AND PURCHASE AGREEMENT
This Agreement made and entered into this 28th day of
October, 1996 by and among Seacor Marine, Inc., a Delaware
corporation (sometimes referred to as "Seller") and Trico Marine
Assets, Inc., a Delaware corporation (sometimes referred to as
"Purchaser").
WHEREAS, Seacor Marine, Inc. is the owner of the U.S. flag
Vessel M/V "BOON" Official Number 643782 (sometimes referred to
as "Vessel");
WHEREAS, Seller desires to sell Vessel to the PURCHASER;
WHEREAS, the Purchaser desires to purchase the Vessel upon
the following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual
conenants an premises contained herein and for other good and
valuable consideration, the parties agree as follows:
1. Seller agrees to sell and Purchaser agrees to purchase the
Vessel together with the Vessel's engines, tackle,
necessaries, apparel, spare parts, cordage, general outfit,
electronic and navigation equipment, and all other
appurtenances and appliances aboard the Vessel. Purchaser
agrees to purchase at Seller's cost all fuel and lube oil
inventories as on board and belonging to the Seller at the
Closing. Seller shall provide an invoice for these items
prior to the Closing. Purchaser agrees, at its sole cost
and expense, that upon delivery of the Vessel, Purchaser
will change the name of the Vessel and remove any insignia
referring to the Seller.
2. The purchase price for the Vessel shall be US$3,645,000.
(UNITED STATES DOLLARS THREE MILLION SIX HUNDRED FORTY-FIVE
THOUSAND) cash (the "Purchase Price").
3. As a security for the correct fulfillment of its obligations
under the contract, the Purchaser shall pay a deposit of 10%
- ten per cent - of the Purchase Money within 3 banking days
from the date of this agreement. This amount shall be
deposited with Jacq. Pierot Jr. & Sons, Inc. (Pierot) and
held by them in Escrow at Republic National Bank of New York
in the joint name of the Sellers and the Purchaser. Such
deposit shall be returned to Purchaser promptly in the event
Purchaser terminates this agreement in accordance with
Section 5, or Seller breaches its covenants or agreement
hereunder. Interest, if any, to be credited the Purchaser.
Should the Vessel become a total or constructive total loss
before Closing the deposit shall immediately be released to
the Purchaser and the contract thereafter considered null
and void.
Both the Sellers and the Purchaser agree to sign Pierot's
Standard Escrow agreement.
4. Payment of the Purchase Price to Seller shall be made at the
Closing by immediately available funds less the security
deposit held in Escrow.
5. The Closing of the sale of the Vessel shall occur after
November 15, 1996 and prior to December 15, 1996 at the
offices of Seacor Marine Services, Inc., Houston, Texas.
Seller shall give Purchaser 7 days prior written notice of
Closing date, which date shall not be later than December
15, 1996. The Seller and the Purchaser agree that the
Vessel shall be delivered at a mutually agreeable location
offshore on the date of Closing. In the event the Closing
does not occur prior to or on December 15, 1996, the
Purchaser shall have the option to terminate this agreement,
provided, however, that the party whose breach of its
representations and warranties in this agreement or whose
failure to perform any of its covenants or agreements under
this agreement has resulted in the failure of the Closing to
occur on or before December 15, 1996 shall not be entitled
to terminate this agreement.
6. Except to the extent waived in the Purchaser's sole
discretion, Purchaser's obligation to purchase the Vessel
from Seller is expressly conditioned on: (i) Seller's
representations and warranties being true and correct as of
the Closing Date; (ii) execution and delivery of this Sale
and Purchase Agreement by Seller; and (iii) the delivery at
Closing of those documents particularly described in
paragraph 14.
7. Except to the extent waived in Seller's sole discretion,
Seller's obligation to sell the Vessel is expressly
conditioned on: (i) Purchaser's representations and
warranties being true and correct; (ii) delivery and
execution by Purchaser of this Sale and Purchase Agreement;
(iii) payment of the purchase price in accordance with
paragraph 2 and 4; and (iv) delivery at Closing of those
documents particularly described in paragraph 15.
8. Seller warrants and represents that it has good and lawful
title to the whole of the Vessel and that the Vessel is not
subject to any mortgage (except preferred ship mortgages,
which mortgages shall be satisfied at Closing), pledge,
claims, conditional sales agreement, encumbrance, tax
charges, liens, or assessments or other charge of any nature
or kind whatsoever. The Vessel may be operating on standard
offshore industry terms, in which case Seller has provided
or will provide on request to Purchaser information
concerning such operation. Seller agrees to indemnify,
defend and hold Purchaser harmless from and against any and
all such liens, encumbrances, claims or charges asserted
against the Vessel being sold hereunder which accrued or
occurred prior to Closing whether known or unknown.
9. The Vessel shall be delivered free of cargo to the Buyers
and with its mid-term inspection (which is due November
1996) completed and accredited but otherwise in
substantially the same condition as when inspected by the
Buyers, fair wear and tear excepted but "AS IS, WHERE IS,"
without any warranties whatsoever as to the fitness,
condition, seaworthiness, or suitability of the Vessel sold
and transferred for any particular purpose.
10. The Purchasers have inspected the Vessel and all
documentation that they have determined relevant to satisfy
themselves as to the present condition of the Vessel as
being acceptable for their purposes. This sale is therefore
outright and not subject to further inspection.
11. Seller and Purchaser each for itself represent and warrants
that it is a citizen of the United States within the
meaning of Section 2 of the Shipping Act of 1916, as amended
(46 U.S.C. 802).
12. Seller and Purchaser each for itself warrants and represents
that it is a company duly organized, validly existing and in
good standing under the laws of its state of incorporation
and in good standing in the states and jurisdictions in
which it conducts business and each has all corporate power
and authority to sell and purchase, respectively, the Vessel
transferred under this Agreement.
13. Seller and Purchaser each for itself represents and warrants
that the purchase and sale contemplated hereby has been duly
authorized by all necessary corporate action, and this
Agreement constitutes its valid and binding obligation,
enforceable against it in accordance with the terms of this
Agreement.
14. The Seller shall deliver to the Purchaser at Closing:
A. A valid and sufficient Bill of Sale transferring title
to the Vessel to the Purchaser which shall contain such
warranties of title and disclaimers as set forth
hereinabove.
B. The Certificate of Documentation for the Vessel, if
available, or if not available, a copy of same.
C. Secretary's certificate stating authorization of Seller
for the transaction described in this Agreement.
D. Satisfaction of mortgages, if any, bearing against the
Vessel so that the Vessel shall be sold to Purchaser
free and clear of all recorded liens and encumbrances.
E. Any and all U.S. Coast Guard documentation reasonably
required in connection with the sale and purchase
hereunder.
F. Copies or originals of all other documents, plans and
manuals in Sellers possession, if any.
15. The Purchaser shall deliver to the Seller at Closing:
A. Evidence of payment of the Purchase Price less the
escrow.
B. Any and all United States Coast Guard documentation
reasonably required in connection with the consummation
of the sale and purchase hereunder.
16. The parties agreed to coordinate delivery so as to assure
that sale tax will not be payable.
17. This Agreement shall be governed by the laws of the State of
New York and when applicable the Maritime Laws of the United
States.
18. If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or enforceability shall not
affect or impair the validity or enforceability of the
remaining provisions of this Agreement.
19. This Agreement constitutes the entire understanding of the
parties and supersedes any and all other agreements, written
or oral, with respect to the subject matter herein.
20. This Agreement may only be modified or amended by a written
instrument signed by both parties.
21. This Agreement may be executed by the Parties hereto in any
number of counterparts, each of which together shall
constitute but one in the same instrument.
22. This transaction shall remain confidential and shall not be
disclosed except as required by applicable law. Public
announcements shall be coordinated among the parties to the
contract.
23. This transaction has been approved by the Board of Directors
of both the Purchasers and Sellers.
24. Both Seller and Purchaser acknowledge the only Broker
involve in this transaction is Jacq. Pierot Jr. & Sons, Inc.
and the Seller shall be responsible for the brokerage
commission which is due.
IN WITNESS WHEREOF, the parties have set their hand and seal
through their duly authorized officers on the date first above
stated.
WITNESSES: TRICO MARINE ASSETS, INC.,
PURCHASER
/s/ witness By: /s/ Victor M. Perez
______________________ _________________________
Its: Vice President
/s/ witness
______________________
SEACOR MARINE, INC., SELLER
/s/ witness By: /s/ Charles Fabrikant
______________________ ________________________
Its: Chairman
/s/ witness
_____________________
SALE AND PURCHASE AGREEMENT
This Agreement made and entered into this 29th day of
October, 1996 by and among Seacor Marine, Inc., a Delaware
corporation (sometimes referred to as "Seller") and Trico Marine
Assets, Inc., a Delaware corporation (sometimes referred to as
"Purchaser").
WHEREAS, Seacor Marine, Inc. is the owner of the U.S. flag
Vessel M/V "PADRE ISLAND" Official Number 583782 (sometimes
referred to as "Vessel");
WHEREAS, Seller desires to sell Vessel to the PURCHASER;
WHEREAS, the Purchaser desires to purchase the Vessel upon
the following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual
conenants an premises contained herein and for other good and
valuable consideration, the parties agree as follows:
1. Seller agrees to sell and Purchaser agrees to purchase the
Vessel together with the Vessel's engines, tackle,
necessaries, apparel, spare parts, cordage, general outfit,
electronic and navigation equipment, and all other
appurtenances and appliances aboard the Vessel. Purchaser
agrees to purchase at Seller's cost all fuel and lube oil
inventories as on board and belonging to the Seller at the
Closing. Seller shall provide an invoice for these items
prior to the Closing. Purchaser agrees, at its sole cost
and expense, that upon delivery of the Vessel, Purchaser
will change the name of the Vessel and remove any insignia
referring to the Seller.
2. The purchase price for the Vessel shall be US$4,025,000.
(UNITED STATES DOLLARS FOUR MILLION TWENTY-FIVE THOUSAND)
cash (the "Purchase Price").
3. As a security for the correct fulfillment of its obligations
under the contract, the Purchaser shall pay a deposit of 10%
- ten per cent - of the Purchase Money within 3 banking days
from the date of this agreement. This amount shall be
deposited with Jacq. Pierot Jr. & Sons, Inc. (Pierot) and
held by them in Escrow at Republic National Bank of New York
in the joint name of the Sellers and the Purchaser. Such
deposit shall be returned to Purchaser promptly in the event
Purchaser terminates this agreement in accordance with
Section 5, or Seller breaches its covenants or agreement
hereunder. Interest, if any, to be credited the Purchaser.
Should the Vessel become a total or constructive total loss
before Closing the deposit shall immediately be released to
the Purchaser and the contract thereafter considered null
and void.
Both the Sellers and the Purchaser agree to sign Pierot's
Standard Escrow agreement.
4. Payment of the Purchase Price to Seller shall be made at the
Closing by immediately available funds less the security
deposit held in Escrow.
5. The Closing of the sale of the Vessel shall occur after
November 15, 1996 and prior to December 15, 1996 at the
offices of Seacor Marine Services, Inc., Houston, Texas.
Seller shall give Purchaser 7 days prior written notice of
Closing date, which date shall not be later than December
15, 1996. The Seller and the Purchaser agree that the
Vessel shall be delivered at a mutually agreeable location
offshore on the date of Closing. In the event the Closing
does not occur prior to or on December 15, 1996, the
Purchaser shall have the option to terminate this agreement,
provided, however, that the party whose breach of its
representations and warranties in this agreement or whose
failure to perform any of its covenants or agreements under
this agreement has resulted in the failure of the Closing to
occur on or before December 15, 1996 shall not be entitled
to terminate this agreement.
6. Except to the extent waived in the Purchaser's sole
discretion, Purchaser's obligation to purchase the Vessel
from Seller is expressly conditioned on: (i) Seller's
representations and warranties being true and correct as of
the Closing Date; (ii) execution and delivery of this Sale
and Purchase Agreement by Seller; and (iii) the delivery at
Closing of those documents particularly described in
paragraph 14.
7. Except to the extent waived in Seller's sole discretion,
Seller's obligation to sell the Vessel is expressly
conditioned on: (i) Purchaser's representations and
warranties being true and correct; (ii) delivery and
execution by Purchaser of this Sale and Purchase Agreement;
(iii) payment of the purchase price in accordance with
paragraph 2 and 4; and (iv) delivery at Closing of those
documents particularly described in paragraph 15.
8. Seller warrants and represents that it has good and lawful
title to the whole of the Vessel and that the Vessel is not
subject to any mortgage (except preferred ship mortgages,
which mortgages shall be satisfied at Closing), pledge,
claims, conditional sales agreement, encumbrance, tax
charges, liens, or assessments or other charge of any nature
or kind whatsoever. The Vessel may be operating on standard
offshore industry terms, in which case Seller has provided
or will provide on request to Purchaser information
concerning such operation. Seller agrees to indemnify,
defend and hold Purchaser harmless from and against any and
all such liens, encumbrances, claims or charges asserted
against the Vessel being sold hereunder which accrued or
occurred prior to Closing whether known or unknown.
9. The Vessel shall be delivered free of cargo to the Buyers
with it's ABS classifications certificartes and the C.O.I.
Certificate current and valid at the time of delivery but
otherwise in substantially the same condition as when
inspected by the Buyers, fair wear and tear excepted but "AS
IS, WHERE IS," without any warranties whatsoever as to the
fitness, condition, seaworthiness, or suitability of the
Vessel sold and transferred for any particular purpose.
The vessel's coast guard mid-term inspection was last
completed and accredited in May of 1996.
10. The Purchasers have inspected the Vessel and all
documentation that they have determined relevant to satisfy
themselves as to the present condition of the Vessel as
being acceptable for their purposes. This sale is therefore
outright and not subject to further inspection.
11. Seller and Purchaser each for itself represent and warrants
that it is a citizen of the United States within the
meaning of Section 2 of the Shipping Act of 1916, as amended
(46 U.S.C. 802).
12. Seller and Purchaser each for itself warrants and represents
that it is a company duly organized, validly existing and in
good standing under the laws of its state of incorporation
and in good standing in the states and jurisdictions in
which it conducts business and each has all corporate power
and authority to sell and purchase, respectively, the Vessel
transferred under this Agreement.
13. Seller and Purchaser each for itself represents and warrants
that the purchase and sale contemplated hereby has been duly
authorized by all necessary corporate action, and this
Agreement constitutes its valid and binding obligation,
enforceable against it in accordance with the terms of this
Agreement.
14. The Seller shall deliver to the Purchaser at Closing:
A. A valid and sufficient Bill of Sale transferring title
to the Vessel to the Purchaser which shall contain such
warranties of title and disclaimers as set forth
hereinabove.
B. The Certificate of Documentation for the Vessel, if
available, or if not available, a copy of same.
C. Secretary's certificate stating authorization of Seller
for the transaction described in this Agreement.
D. Satisfaction of mortgages, if any, bearing against the
Vessel so that the Vessel shall be sold to Purchaser
free and clear of all recorded liens and encumbrances.
E. Any and all U.S. Coast Guard documentation reasonably
required in connection with the sale and purchase
hereunder.
F. Copies or originals of all other documents, plans and
manuals in Sellers possession, if any.
15. The Purchaser shall deliver to the Seller at Closing:
A. Evidence of payment of the Purchase Price less the
escrow.
B. Any and all United States Coast Guard documentation
reasonably required in connection with the consummation
of the sale and purchase hereunder.
16. The parties agreed to coordinate delivery so as to assure
that sale tax will not be payable.
17. This Agreement shall be governed by the laws of the State of
New York and when applicable the Maritime Laws of the United
States.
18. If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or enforceability shall not
affect or impair the validity or enforceability of the
remaining provisions of this Agreement.
19. This Agreement constitutes the entire understanding of the
parties and supersedes any and all other agreements, written
or oral, with respect to the subject matter herein.
20. This Agreement may only be modified or amended by a written
instrument signed by both parties.
21. This Agreement may be executed by the Parties hereto in any
number of counterparts, each of which together shall
constitute but one in the same instrument.
22. This transaction shall remain confidential and shall not be
disclosed except as required by applicable law. Public
announcements shall be coordinated among the parties to the
contract.
23. This transaction has been approved by the Board of Directors
of both the Purchasers and Sellers.
24. Both Seller and Purchaser acknowledge the only Broker
involve in this transaction is Jacq. Pierot Jr. & Sons, Inc.
and the Seller shall be responsible for the brokerage
commission which is due.
IN WITNESS WHEREOF, the parties have set their hand and seal
through their duly authorized officers on the date first above
stated.
WITNESSES: TRICO MARINE ASSETS, INC.,
PURCHASER
/s/ witness By: /s/ Victor M. Perez
____________________ ________________________
Its: Vice President
/s/ witness
_____________________
SEACOR MARINE, INC., SELLER
/s/ witness By: /s/ Charles Fabrikant
______________________ _________________________
Its: Chairman
/s/ witness
______________________
SALE AND PURCHASE AGREEMENT
This Agreement made and entered into this 28th day of
October, 1996 by and among Seacor Marine, Inc., a Delaware
corporation (sometimes referred to as "Seller") and Trico Marine
Assets, Inc., a Delaware corporation (sometimes referred to as
"Purchaser").
WHEREAS, Seacor Marine, Inc. is the owner of the U.S. flag
Vessel M/V "TIMBALIER ISLAND" Official Number 582422 (sometimes
referred to as "Vessel");
WHEREAS, Seller desires to sell Vessel to the PURCHASER;
WHEREAS, the Purchaser desires to purchase the Vessel upon
the following terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual
conenants an premises contained herein and for other good and
valuable consideration, the parties agree as follows:
1. Seller agrees to sell and Purchaser agrees to purchase the
Vessel together with the Vessel's engines, tackle,
necessaries, apparel, spare parts, cordage, general outfit,
electronic and navigation equipment, and all other
appurtenances and appliances aboard the Vessel. Purchaser
agrees to purchase at Seller's cost all fuel and lube oil
inventories as on board and belonging to the Seller at the
Closing. Seller shall provide an invoice for these items
prior to the Closing. Purchaser agrees, at its sole cost
and expense, that upon delivery of the Vessel, Purchaser
will change the name of the Vessel and remove any insignia
referring to the Seller.
2. The purchase price for the Vessel shall be US$3,780,000.
(UNITED STATES DOLLARS THREE MILLION SEVEN HUNDRED EIGHTY
THOUSAND) cash (the "Purchase Price").
3. As a security for the correct fulfillment of its obligations
under the contract, the Purchaser shall pay a deposit of 10%
- ten per cent - of the Purchase Money within 3 banking days
from the date of this agreement. This amount shall be
deposited with Jacq. Pierot Jr. & Sons, Inc. (Pierot) and
held by them in Escrow at Republic National Bank of New York
in the joint name of the Sellers and the Purchaser. Such
deposit shall be returned to Purchaser promptly in the event
Purchaser terminates this agreement in accordance with
Section 5, or Seller breaches its covenants or agreement
hereunder. Interest, if any, to be credited the Purchaser.
Should the Vessel become a total or constructive total loss
before Closing the deposit shall immediately be released to
the Purchaser and the contract thereafter considered null
and void.
Both the Sellers and the Purchaser agree to sign Pierot's
Standard Escrow agreement.
4. Payment of the Purchase Price to Seller shall be made at the
Closing by immediately available funds less the security
deposit held in Escrow.
5. The Closing of the sale of the Vessel shall occur after
November 15, 1996 and prior to December 15, 1996 at the
offices of Seacor Marine Services, Inc., Houston, Texas.
Seller shall give Purchaser 7 days prior written notice of
Closing date, which date shall not be later than December
15, 1996. The Seller and the Purchaser agree that the
Vessel shall be delivered at a mutually agreeable location
offshore on the date of Closing. In the event the Closing
does not occur prior to or on December 15, 1996, the
Purchaser shall have the option to terminate this agreement,
provided, however, that the party whose breach of its
representations and warranties in this agreement or whose
failure to perform any of its covenants or agreements under
this agreement has resulted in the failure of the Closing to
occur on or before December 15, 1996 shall not be entitled
to terminate this agreement.
6. Except to the extent waived in the Purchaser's sole
discretion, Purchaser's obligation to purchase the Vessel
from Seller is expressly conditioned on: (i) Seller's
representations and warranties being true and correct as of
the Closing Date; (ii) execution and delivery of this Sale
and Purchase Agreement by Seller; and (iii) the delivery at
Closing of those documents particularly described in
paragraph 14.
7. Except to the extent waived in Seller's sole discretion,
Seller's obligation to sell the Vessel is expressly
conditioned on: (i) Purchaser's representations and
warranties being true and correct; (ii) delivery and
execution by Purchaser of this Sale and Purchase Agreement;
(iii) payment of the purchase price in accordance with
paragraph 2 and 4; and (iv) delivery at Closing of those
documents particularly described in paragraph 15.
8. Seller warrants and represents that it has good and lawful
title to the whole of the Vessel and that the Vessel is not
subject to any mortgage (except preferred ship mortgages,
which mortgages shall be satisfied at Closing), pledge,
claims, conditional sales agreement, encumbrance, tax
charges, liens, or assessments or other charge of any nature
or kind whatsoever. The Vessel may be operating on standard
offshore industry terms, in which case Seller has provided
or will provide on request to Purchaser information
concerning such operation. Seller agrees to indemnify,
defend and hold Purchaser harmless from and against any and
all such liens, encumbrances, claims or charges asserted
against the Vessel being sold hereunder which accrued or
occurred prior to Closing whether known or unknown.
9. The Vessel shall be delivered free of cargo to the Buyers
and with its mid-term inspection (which is due October 1996)
completed and accredited but otherwise in substantially the
same condition as when inspected by the Buyers, fair wear
and tear excepted but "AS IS, WHERE IS," without any
warranties whatsoever as to the fitness, condition,
seaworthiness, or suitability of the Vessel sold and
transferred for any particular purpose.
10. The Purchasers have inspected the Vessel and all
documentation that they have determined relevant to satisfy
themselves as to the present condition of the Vessel as
being acceptable for their purposes. This sale is therefore
outright and not subject to further inspection.
11. Seller and Purchaser each for itself represent and warrants
that it is a citizen of the United States within the
meaning of Section 2 of the Shipping Act of 1916, as amended
(46 U.S.C. 802).
12. Seller and Purchaser each for itself warrants and represents
that it is a company duly organized, validly existing and in
good standing under the laws of its state of incorporation
and in good standing in the states and jurisdictions in
which it conducts business and each has all corporate power
and authority to sell and purchase, respectively, the Vessel
transferred under this Agreement.
13. Seller and Purchaser each for itself represents and warrants
that the purchase and sale contemplated hereby has been duly
authorized by all necessary corporate action, and this
Agreement constitutes its valid and binding obligation,
enforceable against it in accordance with the terms of this
Agreement.
14. The Seller shall deliver to the Purchaser at Closing:
A. A valid and sufficient Bill of Sale transferring title
to the Vessel to the Purchaser which shall contain such
warranties of title and disclaimers as set forth
hereinabove.
B. The Certificate of Documentation for the Vessel, if
available, or if not available, a copy of same.
C. Secretary's certificate stating authorization of Seller
for the transaction described in this Agreement.
D. Satisfaction of mortgages, if any, bearing against the
Vessel so that the Vessel shall be sold to Purchaser
free and clear of all recorded liens and encumbrances.
E. Any and all U.S. Coast Guard documentation reasonably
required in connection with the sale and purchase
hereunder.
F. Copies or originals of all other documents, plans and
manuals in Sellers possession, if any.
15. The Purchaser shall deliver to the Seller at Closing:
A. Evidence of payment of the Purchase Price less the
escrow.
B. Any and all United States Coast Guard documentation
reasonably required in connection with the consummation
of the sale and purchase hereunder.
16. The parties agreed to coordinate delivery so as to assure
that sale tax will not be payable.
17. This Agreement shall be governed by the laws of the State of
New York and when applicable the Maritime Laws of the United
States.
18. If any provision of this Agreement is held to be invalid or
unenforceable, such invalidity or enforceability shall not
affect or impair the validity or enforceability of the
remaining provisions of this Agreement.
19. This Agreement constitutes the entire understanding of the
parties and supersedes any and all other agreements, written
or oral, with respect to the subject matter herein.
20. This Agreement may only be modified or amended by a written
instrument signed by both parties.
21. This Agreement may be executed by the Parties hereto in any
number of counterparts, each of which together shall
constitute but one in the same instrument.
22. This transaction shall remain confidential and shall not be
disclosed except as required by applicable law. Public
announcements shall be coordinated among the parties to the
contract.
23. This transaction has been approved by the Board of Directors
of both the Purchasers and Sellers.
24. Both Seller and Purchaser acknowledge the only Broker
involve in this transaction is Jacq. Pierot Jr. & Sons, Inc.
and the Seller shall be responsible for the brokerage
commission which is due.
IN WITNESS WHEREOF, the parties have set their hand and seal
through their duly authorized officers on the date first above
stated.
WITNESSES: TRICO MARINE ASSETS, INC.,
PURCHASER
/s/ witness By Victor M. Perez
________________________ ____________________________
Its: Vice President
/s/ witness
________________________
SEACOR MARINE, INC., SELLER
/s/ witness By: Charles Fabrikant
_______________________ _________________________
Its: Chairman
/s/ witness
_______________________
TRICO MARINE SERVICES, INC.
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
_____________________ _____________________
1996 1995 1996 1995
_________ ___________ __________ _________
<S> <C> <C> <C> <C>
Net income (loss) before
extraordinary item 3,218 (129) 5,200 (1,503)
Extaordinary item, net of
taxes - - (917) -
__________ ____________ ____________ __________
Net income (loss) 3,218 (129) 4,283 (1,503)
========== ============ ============ ==========
Computation of weighted
average number of shares
outstanding:
Issued: 6,811,439
Weighted average shares
outstanding 6,811,439 3,051,339 4,945,112 3,050,245
Add: Incremental shares
applicable to stock options
based on the Treasury Stock
method using average market
price 708,391 - 640,425 -
_____________ ______________ ______________ __________
Weighted average common shares
and equivalents outstanding 7,519,830 3,051,339 5,585,537 3,050,245
============= ============== ============= ===========
Earnings per common share and
equivalent outstanding:
Income (loss) before extraodinary
item $ 0.43 $ (0.04) $ 0.93 $ (0.49)
Extraordinary item - - (0.16) -
______________ _____________ ______________ _____________
Net income (loss) $ 0.43 $ (0.04) $ 0.77 $ (0.49)
============== ============ ============== =============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDING SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,777
<SECURITIES> 0
<RECEIVABLES> 11,226
<ALLOWANCES> 580
<INVENTORY> 0
<CURRENT-ASSETS> 13,062
<PP&E> 77,862
<DEPRECIATION> 9,112
<TOTAL-ASSETS> 87,878
<CURRENT-LIABILITIES> 5,777
<BONDS> 10,000
0
0
<COMMON> 69
<OTHER-SE> 65,801
<TOTAL-LIABILITY-AND-EQUITY> 87,878
<SALES> 32,885
<TOTAL-REVENUES> 32,885
<CGS> 23,042
<TOTAL-COSTS> 23,042
<OTHER-EXPENSES> 217
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,710
<INCOME-PRETAX> 7,988
<INCOME-TAX> 2,788
<INCOME-CONTINUING> 5,200
<DISCONTINUED> 0
<EXTRAORDINARY> 917
<CHANGES> 0
<NET-INCOME> 4,283
<EPS-PRIMARY> .77
<EPS-DILUTED> .77
</TABLE>
