SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
___*___ Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997
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)
250 North American Court
Houma, LA 70363
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 851-3833
610 Palm Street, Houma, LA 70364
(Former address, if changed since last report)
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____*_____ No_________
As of August 12, 1997 there were 15,648,148 shares outstanding
of the Registrant's Common Stock, par value $.01 per share.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,918 $ 1,047
Accounts receivable, net 20,960 17,409
Prepaid expenses and other current assets 784 591
------------ ------------
Total current assets 27,662 19,047
------------ ------------
Property and equipment, at cost:
Land and buildings 2,212 1,565
Marine vessels 156,756 120,403
Construction-in-progress 11,571 7,153
Transportation and other 1,099 853
------------ ------------
171,638 129,956
Less accumulated depreciation and amortization 15,301 10,814
------------ ------------
Net property and equipment 156,357 119,142
------------ ------------
Other assets, net 10,099 5,166
------------ ------------
$ 194,098 $ 143,355
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,983 $ 5,162
Accrued expenses 4,797 3,812
------------ ------------
Total current liabilities 10,780 8,974
------------ ------------
Long-term debt 49,500 21,000
Deferrred income taxes, net 15,118 9,401
------------ ------------
Total liabilities 75,398 39,375
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 40,000,000 shares authorized, issued
15,646,378 and 15,601,960 shares,outstanding 15,574,346 and
15,529,928 shares at June 30, 1997 and December 31, 1996,
respectively 156 156
Additional paid-in capital 93,893 93,818
Retained earnings 24,652 10,007
Treasury stock, at par value, 72,032 shares (1) (1)
------------ ------------
Total stockholders' equity 118,700 103,980
------------ ------------
$ 194,098 $ 143,355
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30
----------- ------------ ------------ ------------
1997 1996 1997 1996
<S> ----------- ------------ ------------ ------------
Revenues: <C> <C> <C> <C>
Charter hire $ 26,293 $ 11,099 $ 49,781 $ 19,475
Other vessel income - 12 4 20
----------- ------------ ------------ ------------
Total revenues 26,293 11,111 49,785 19,495
Operating expenses: ------------ ------------ ------------ ------------
Direct vessel operating expenses 9,073 5,696 17,220 10,383
General and administrative 1,314 724 2,732 1,385
Amortization of marine inspection costs 692 467 1,274 897
Other 66 65 137 169
------------ ------------ ------------ ------------
Total operating expenses 11,145 6,952 21,363 12,834
------------ ------------ ------------ ------------
Depreciation and amortization expense 2,394 994 4,676 1,818
------------ ------------ ------------ ------------
Operating income 12,754 3,165 23,746 4,843
Interest expense 788 624 1,514 1,660
Amortization of deferred financing costs 18 85 35 187
Gain on sale of assets, net (260) - (253) -
Other income, net (59) (29) (80) (41)
------------ ------------ ------------ ------------
Income before income taxes and extraordinary item 12,267 2,485 22,530 3,037
Income tax expense 4,293 867 7,885 1,055
------------ ------------ ------------ ------------
Income before extraordinary item 7,974 1,618 14,645 1,982
Extraordinary item, net of taxes - (917) - (917)
------------ ------------ ------------ ------------
Net income $ 7,974 $ 701 $ 14,645 $ 1,065
============ ============ ============ ============
Weighted average common shares and
equivalents outstanding 16,854,189 11,167,496 16,859,430 9,090,536
============ ============ ============ ============
Earnings per common share and equivalent
outstanding:
Income before extraordinary item $ 0.47 $ 0.14 $ 0.87 $ 0.22
Extraordinary item - (0.08) - (0.10)
------------ ------------ ------------ ------------
Net income $ 0.47 $ 0.06 $ 0.87 $ 0.12
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------ ------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 14,645 $ 1,065
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 5,985 2,932
Extraordinary charge - 1,411
Deferred income taxes 5,717 561
Interest on subordinated debt - 461
Gain on sale of assets, net (253) -
Provision for doubtful accounts 60 70
Equity in loss of affiliate 80 -
Changes in operating assets and liabilities:
Accounts receivable (4,047) (2,169)
Prepaid expenses and other current assets (192) (597)
Accounts payable and accrued expenses 1,807 (1,025)
Other, net (296) (410)
------------ ------------
Net cash provided by operating activities 23,506 2,299
------------ ------------
Cash flows from investing activities:
Purchases of property and equipment (42,558) (15,724)
Deferred marine inspection costs (5,455) (595)
Proceeds from sales of assets 1,115 -
Investment in unconsolidated affiliate (264) (947)
------------ ------------
Net cash used in investing activities (47,162) (17,266)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock, net of registration expenses 75 48,410
Proceeds from issuance of long-term debt 33,500 6,169
Repayment of long-term and subordinated debt (5,000) (38,929)
Deferred financing costs and other (48) (512)
------------ ------------
Net cash provided by financing activities 28,527 15,138
------------ ------------
Net increase in cash 4,871 171
Cash and cash equivalents at beginning of period 1,047 1,117
------------ ------------
Cash and cash equivalents at end of period $ 5,918 $ 1,288
============ ============
Supplemental information:
Income taxes paid $ 1,493 $ 2
=========== ============
Interest paid $ 1,622 $ 4,442
=========== ============
</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 six months ended June 30, 1997
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, 1996.
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, total stockholders' equity or
cash flows.
2. Bank Credit Agreements:
Effective February 7, 1997, the Company increased its agreement with its
bank lenders (the "Bank Credit Facility") to $65,000,000. On July 16, 1997
the Company extended the maturity date of the Bank Credit Facility to July
31, 2003, extended the revolving portion of the Bank Credit Facility to July
31, 1999 and amended certain covenants, including restrictions on additional
indebtedness, which permitted the issuance of $110,000,000 of 8 1/2% Senior
Notes due August 1, 2005.
3. Acquisitions:
In January 1997, the Company entered into agreements with two companies to
acquire seven supply vessels and one utility vessel for $36,200,000. The
first transaction for the acquisition of five of the supply vessels and the
utility vessel was completed on January 31, 1997, with the Company borrowing
$22,000,000 under the Bank Credit Facility to fund a portion of the purchase
price. The second transaction for two supply vessels was completed with the
acquisition of the first vessel on June 25, 1997 and the second vessel on
July 3, 1997. The Company borrowed $8,000,000 under its Bank Credit
Facility to fund a portion of the purchase price of the two vessels.
In June 1997 the Company entered into an agreement to acquire 12 supply vessels
for $69,000,000. Eleven of the vessels were acquired for a total of
$62,000,000 on July 21, 1997. The purchase was funded with a portion of the
proceeds of the Company's $110,000,000 of 8 1/2% Senior Notes issued July 21,
1997. The Company expects the acquisition of the twelfth vessel to be completed
in September 1997 with the Company funding a portion of the purchase price
with borrowings under its Bank Credit Facility.
4. Authorized Shares and Stock Split:
On May 22, 1997, the Company's stockholders approved an amendment to the
Company's Certificate of Incorporation to increase the number of shares of
Common Stock which the Company is authorized to issue from 15 million to 40
million (the"Amendment"). A two-for-one split of the Company's common stock in
the form of a 100% stock dividend that was previously declared by the Company's
Board of Directors subject to approval of the Amendment by the Company's
stockholders, was paid on June 9, 1997. The financial statements have been
restated to reflect all effects of this stock split, including all share
amounts and per share data.
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
5. New Accounting Standards:
In February 1997, the Financial Accounting Standards Board issued two
Statements of Financial Accounting Standards, Statement No. 128 "Earnings
Per Share" and Statement No. 129 "Disclosure of Information About Capital
Structure," both effective for financial statements issued for periods ending
after December 15, 1997. In June 1997, the Financial Accounting Standards
Board issued two Statements of Financial Accounting Standards, Statement No.
130 "Reporting Comprehensive Income" and Statement No. 131 "Disclosures
about Segments of an Enterprise and Related Information," both effective for
fiscal years beginning after December 15, 1997. Management believes adoption
of these statements will have a financial statement disclosure impact only and
will not have a material effect on the Company's financial position, operations
or cash flows.
6. Subsequent Events:
On July 21, 1997 the Company issued $110,000,000 of 8 1/2% Senior Notes due 2005
(the "Notes"). The Notes are unsecured and are guaranteed by the Company's
principal subsidiaries, Trico Marine Assets, Inc. and Trico Marine
Operators, Inc. Interest is payable semi-annually on February 1 and August
1 of each year commencing February 1, 1998. Except in certain
circumstances, the Notes may not be prepaid until August 1, 2001 at which
time they may be redeemed, at the option of the Company, in whole or in
part, at a redemption price equal to 104.25% plus accrued and unpaid
interest, with the redemption price declining ratably on August 1 of each of
the succeeding three years. No sinking fund payments arerequired on the
Notes until their final maturity.
The Notes contain certain covenants that, among other things, limit the
ability of the Company to incur additional indebtedness, pay
dividends or make other distributions, create certain liens, sell assets, or
enter into certain mergers or acquisitions. The proceeds received
from the Notes were $106,419,000, net of underwriting discounts of
$3,581,000. Of the proceeds, the Company used $62,000,000 to purchase
11 supply boats and $44,419,000 to repay amounts outstanding under the
Bank Credit Facility.
Separate financial staements of Trico Marine Assets, Inc. and Trico Marine
Operators, Inc. (the "Subsidiary Guarantors") are not included in this report
because (a) the Company is a holding company with no assets or operations
other than its investments in its subsidiaries, (b) the Subsidiary Guarantors
constitute all of the Company's direct and indirect subsidiaries (other than
insignificant subsidiaries), (c) the aggregate assets, liabilities, earnings
and equity of the Subsidiary Guarantors are substantially equivalent to the
assets, liabilities, earnings and equity of the Company on a consolidated
basis, (d) the Subsidiary Guarantors have jointly and severally guaranteed
the Company's obligations under the Notes on a full and unconditional basis
(subject to a standard fraudulent conveyance savings clause) and (e) management
has determined that separate financial statements and disclosures concerning
the Subsidiary Guarantors are not material to investors.
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 second quarter and six months ended June 30, 1997 were $26.3
million and $49.8 million, respectively, an increase of 136.6% and 155.4%
compared to the $11.1 million and $19.5 million in revenues for the quarter and
six months of 1996, respectively. This increase was principally due to the
improved average vessel day rates and the growth in the Company's supply boat
fleet in the Gulf of Mexico ("Gulf"). The table below sets forth by vessel
class, the average day rates and utilization of the Company's vessels and the
average number of vessels owned during the periods indicated.
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
Average Day Rates:
Supply $7,077 $4,256 $6,833 $3,887
Lift 5,528 4,591 5,507 4,710
Crew/Line Handling 1,993 1,521 1,919 1,527
Utilization:
Supply 84% 98% 86% 93%
Lift 71% 64% 69% 61%
Crew/Line Handling 100% 93% 97% 94%
Average Number of Vessels:
Supply 38.0 18.5 36.9 17.3
Lift 6.0 6.0 6.0 6.0
Crew/Line Handling 24.4 25.0 24.5 21.7
Supply boat day rates for the second quarter and first six months of 1997 rose
66.3% to $7,077 and 75.8% to $6,833, respectively, compared to $4,256 and
$3,887 for the comparable 1996 periods due to the strong market conditions in
the Gulf. Lift boat day rates averaged $5,528 for the quarter and $5,507 for
the first six months of 1997, an increase of 20.4% and 16.9%, respectively,
compared to $4,591 and $4,710 for the comparable 1996 periods. While the
Company's supply boats experienced strong demand and effectively full
utilization levels during the periods, utilization for the Company's supply
boat fleet decreased for the first quarter and six month period due to a large
number of scheduled vessel drydockings in 1997 compared to the year-ago
periods. Utilization for the Company's lift boats increased to 71%
and 69% for the second quarter and first six months of 1997, respectively,
compared to 64% and 61% for the year-ago periods, despite the impact in the
second quarter of 1997 of one of the 170-foot class lift boats being
unavailable for service for 66 days of the quarter for upgrade and repairs.
The improvement in day rates and utilization for the lift boats during 1997
is due to improved market conditions in the Gulf for offshore platform repair
and maintenance and well-servicing activities. Day rates for crew boats and
line handling vessels increased 31.0% to $1,993 for the second quarter, from
$1,521 for the second quarter of 1996, due to the increase in day rates
for crew boats in the Gulf. Utilization for the crew boats and line handling
vessels increased to 100% for the second quarter of 1997, compared to 93.0% for
the comparable 1996 period due to strong demand for crew boats in the Gulf and
the long term contracts for the line handling vessels in Brazil.
During the second quarter and first six months of 1997, direct vessel operating
expenses increased to $9.1 million (34.5% of revenues) and $17.2 million (34.6%
of revenues), respectively, compared to $5.7 million (51.3% of revenues) and
10.4 million (53.3% of revenues) for the second quarter and first six months
of 1996 due to the expanded vessel fleet, and to a lesser extent, increased
labor, repair and maintenance costs. Direct vessel operating expenses
decreased as a percentage of revenues due to the increase in average vessel day
rates during the second quarter and first six months of 1997.
Depreciation and amortization expense increased to $2.4 million and $4.7
million for the second quarter and first six months of 1997, respectively, up
from $994,000 and $1.8 million for the year-ago periods due to the expanded
vessel fleet. Amortization of marine inspection costs increased to $692,000
and $1.3 million for the second quarter and six month period of 1997,
respectively, from $467,000 and $897,000 in the comparable 1996 periods, due to
the amortization of increased drydocking and marine inspection costs associated
with the expanded fleet of vessels.
General and administrative expenses increased to $1.3 million (5.0% of
revenues) and $2.7 million (5.5% of revenues) in the 1997 second quarter and
six month period, respectively, from $724,000 (6.5% of revenues) and $1.4
million (7.1% of revenues) for the 1996 periods due to additions of personnel
in connection with the growth in the Company's vessel fleet. General and
administrative expenses, as a percentage of revenues, decreased in the second
quarter and six-month period as the increase in revenues and additions to the
vessel fleet did not require proportionate increases in administrative
expenses.
Interest expense increased to $788,000 for the second quarter of 1997 from
$624,000 for the second quarter of 1996. Average bank debt outstanding
increased to $44.0 million in the second quarter of 1997, compared to $18.2
million for the 1996 period, due to borrowings incurred to fund the acquisition
of three vessels in December 1996 and six vessels in January 1997, and the
repayment of all borrowings under the Company's Bank Credit Facility in the
year-ago quarter with proceeds from the Company's initial public offering
completed in May 1996. For the first six months of 1997 interest expense
decreased to $1.5 million from $1.7 million due to the prepayment of
subordinated debt in May 1996 with proceeds from the Company's initial public
offering and due to lower average interest rates on the Company's bank debt for
the 1997 six month period.
In the second quarter and first six months of 1997, the Company had income tax
expenses of $4.3 million and $7.9 million, respectively, compared to income tax
expense of $867,000 and $1.1 million in the 1996 periods.
As a result of the repayment of all debt outstanding under the Company's 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 in the year-ago quarter.
LIQUIDITY AND CAPITAL RESOURCES
Since its initial public offering in May 1996, the Company's strategy has been
to enhance its position as a leading supplier of marine support services in the
Gulf by pursuing opportunities to acquire vessel fleets or single vessels and
by diversifying into international markets. In this period, the Company
acquired 25 supply boats at an aggregate cost of $102.5 million and in July
1997 acquired, or agreed to acquire, an additional 12 supply boats for $69
million. Additionally, as part of its strategy, the Company has upgraded, or
is in the process of upgrading, two supply boats by lengthening them from 180
to 220 feet, and is completing the construction of two vessels for the
Brazilian market.
Funds during the first six months of 1997 were provided by $33.5 million in
net proceeds from borrowings under the Company's Bank Credit Facility, $23.5
million in funds from operating activities and $1.1 million from the sale of
assets. During the period, the Company repaid $5.0 million of debt and made
capital expenditures totaling $48.0 million.
Capital expenditures for the six months of 1997 consisted principally of $30.6
million for the acquisition of six supply vessels and one utility vessel in the
Gulf, and $5.5 million of U.S. Coast Guard drydocking costs. Other capital
expenditures totaling $11.9 million consisted primarily of vessel upgrade or
construction projects on four vessels, two of which are for the Gulf market
and two for the Brazilian market. The Stones River was a 180 foot supply boat
that the Company acquired in 1996 and rebuilt and lengthened to 220 feet and
which began a charter contract in March 1997. In January 1997, the Company
also began upgrading one of its acquired vessels, renamed the Elkhorn River,
by lengthening it from 180 to 220 feet and adding a dynamic positioning system.
This vessel will be placed in service in the fourth quarter of 1997. During
the period, the Company continued construction in Brazil of a 200-foot supply
boat, which, once completed, will commence a two year charter contract with
Petrobras in the third quarter of 1997. The Company also continued
construction of the SWATH vessel during the quarter, which is expected to be
placed into operation in the first quarter of 1998 under a five year charter
contract with Petrobras.
On July 21, 1997, the Company issued $110 million of 8 1/2% Senior Notes due
2005 (the "Notes"). The Notes are unsecured and are guaranteed by Trico
Marine Assets, Inc. and Trico Marine Operators, Inc., the Company's principal
subsidiaries (the "Subsidiary Gaurantors"). Interest is payable semi-annually
on February 1 and August 1 of each year commencing Ferbruary 1, 1998. Except
in certain circumstances, the Notes may not be prepaid until August 1, 2001 at
which time they may be redeemed, at the option of the Company, in whole or in
part, at a redemption price equal to 104.25% plus accrued and unpaid interest,
with the redemption price declining ratably on August 1 of each of the
succeeding three years. The Notes contain certain covenants that,
among other things, limit the ability of the Company to incur additional
indebtedness, pay dividends or make other distributions, create certain
liens, sell assets or enter into certain mergers or acquisitions.
Net proceeds received from the Notes of $106.4 million, were used to acquire 11
supply boats for $62 million and to repay $44.4 million of amounts outstanding
under the Bank Credit Facility on July 21, 1997. As part of the 11 boat
acquisition, the Company has agreed to acquire an additional supply boat once
the seller completes lengthening the vessel from 205 feet to 225 feet which is
expected to occur in September 1997. The Company anticipates borrowing under
its Bank Credit Facility to fund a portion of the vessel's $7 million purchase
price.
The Company's Bank Credit Facitliy provides a revlolving commitment of up to
$65.0 million, and as of August 12, 1997, the Company had $4.0 million of
outstanding borrowings under the Bank Credit Facility. On July 16, 1997, the
Bank Credit Facility was amended to, among other things, extend the maturity of
the revolving portion to July 31, 1999 and extend its final maturity to July
31, 2003 (the "Amendment"). The Bank Credit Facility bears interest at LIBOR
plus a margin that depends on the Company's debt coverage ratio (currently
approximately 7.1% per annum) with a fee of 3/8% per annum on the undrawn
portion. The Bank Credit Facility is collateralized by mortgages on certain
of the Company's vessels and requires the Company to maintain certain financial
ratios. In connection with the Amendment, certain restrictive covenants were
also amended, including restrictions on additional indebtedness, to permit
issuance of the Notes. Although the Bank Credit Facility does impose some
limitations on the ability of the Company's subsidiaries to make distributions
to the Company, the Bank Credit Facility expressly permits distributions to
the Company by the Subsidiary Guarantors for scheduled principal and interest
payments on the Notes.
The Company believes its capital expenditures for the second half of 1997 will
total approximately $13 million for U.S. Coast Guard drydocking costs and
the Company's existing vessel upgrade and vessel construction projects,
but excluding vessel acquisitions totaling $12.6 million of which one vessel
was acquired at the beginning of July, and the second vessel is expected to
be acquired in September 1997. The Company believes cash generated from
operations and availability under the Bank Credit Facility will be
sufficient to fund its capital projects and working capital requirements.
The Company's strategy, however, is to make other acquisitions
as part of an effort to expand its presence in the Gulf and diversify into
selected international markets. To the extent such acquisitions are
significant in size, the Company may require additional debt or equity
financing.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of the Company was held on May
22, 1997 (the "Annual Meeting").
(b) At the Annual Meeting, Ronald O. Palmer and Garth H. Greimann were
reelected to serve until the annual meeting of stockholders for the year 2000.
In addition to the directors elected at the Annual Meeting, the terms of
H.K. Acord, Edward C. Hutcheson, Jr., Thomas E. Fairley and Benjamin F. Bailar
continued after the Annual Meeting.
(c) At the Annual Meeting, holders of shares of the Company's Common
Stock
(i) elected two directors with the number of votes cast for and
withheld from such nominees as follows:
Name For Withheld
Ronald O. Palmer 6,757,646 19,010
Garth H. Greimann 6,757,646 19,010
(ii) approved a proposal to amend the Company's Certificate of
Incorporation to increase the number of shares of common stock that the Company
is authorized to issue from 15,000,000 to 40,000,000. The number of votes cast
for and against this proposal were as follows:
For Against
4,435,407 2,249,865
With respect to this proposal, there were also 51,732 abstentions and 39,652
broker non-votes.
(iii) approved a proposal to amend the Company's 1996 incentive
Compensation Plan. The number of votes cast for and against the proposal were
as follows:
For Against
4,811,147 1,864,250
With respect to this proposal, there were also 52,942 abstentions and 48,317
broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
3.1 Amended and Restated Certificate of Incorporation of the
Company.<F1>
3.2 By Laws of the Company as amended.<F1>
4.1 Indenture dated July 21, 1997.<F1>
10.1 Vessel Purchase Agreement dated as of June 18, 1997 between Trico
Marine Assets, Inc. and Otto Candies, Inc.<F1>
10.2 Amendment No. 5 to the Revolving Credit Agreement among Trico
Marine Operators, Inc., Trico Marine Assets, Inc., Trico Marine
Services, Inc. and BankBoston, N.A., Hibernia National Bank and
First National Bank of Commerce, as Banks and BankBoston, N.A., as
agent dated as of July 16, 1997.<F1>
10.3 Registration Rights Agreement dated July 21, 1997.<F1>
11.1 Computation of Earnings Per Share.
27.1 Financial Date Schedule.
___________________
<F1> Incorporated by reference to the Company's Form 8-K dated July 21, 1997.
b) Reports on Form 8-K:
Report on Form 8-K dated July 21, 1997 reporting "Item 2 and 5 -
Acquisition or Disposition of Assets; Other Events and Item 7 -
Financial Statements and Exhibits".
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: August 14, 1997 /s/ KENNETH W. BOURGEOIS
Kenneth W. Bourgeois
Chief Accounting Officer
and duly authorized officer
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 Six Months Ended
June 30, June 30,
------------ ------------ ---------- -----------
1997 1996 1997 1996
------------ ------------ ---------- -----------
<S> <C> <C> <C> <C>
Net income before extraordinary item 7,974 1,618 14,645 1,982
Extraordinary item, net of taxes - (917) - (917)
________ _________ ________ ___________
Net income 7,974 701 14,645 1,065
======== ========= ======== ===========
Computation of weighted average
number of shares outstanding:
Issued : 15,646,378
Weighted average shares outstanding 15,568,863 9,904,098 15,551,176 8,003,388
Add: Incremental shares applicable to stock
options based on the Treasury Stock method
using average market price 1,285,325 1,263,398 1,308,254 1,087,148
__________ _________ __________ _________
Weighted average common shares
and equivalents outstanding 16,854,188 11,167,496 16,859,430 9,090,536
========== ========== ========== =========
Earnings per common share and
equivalent outstanding:
Income before extraordinary item $ 0.47 $ 0.14 $ 0.87 $ 0.22
Extraordinary item - (0.08) - (0.10)
---------- ---------- ---------- ---------
Net income $ 0.47 $ 0.06 $ 0.87 $ 0.12
========== ========= ========== =========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM CONSOLIDATED
FINANCIAL STATEMENTS FOR THE PERIOD ENDING JUNE 30, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 5,918
<SECURITIES> 0
<RECEIVABLES> 21,630
<ALLOWANCES> 670
<INVENTORY> 0
<CURRENT-ASSETS> 27,662
<PP&E> 171,638
<DEPRECIATION> 15,301
<TOTAL-ASSETS> 194,098
<CURRENT-LIABILITIES> 10,780
<BONDS> 49,500
0
0
<COMMON> 156
<OTHER-SE> 118,544
<TOTAL-LIABILITY-AND-EQUITY> 194,098
<SALES> 49,785
<TOTAL-REVENUES> 49,785
<CGS> 26,039
<TOTAL-COSTS> 26,039
<OTHER-EXPENSES> 35
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,514
<INCOME-PRETAX> 22,530
<INCOME-TAX> 7,885
<INCOME-CONTINUING> 14,645
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,645
<EPS-PRIMARY> .87
<EPS-DILUTED> .87
</TABLE>
