UNITED STATES
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 March 31, 1998
or
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
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 May 8, 1998 there were 20,333,416 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)
March 31, December 31,
1998 1997
ASSETS
Current assets:
Cash and cash equivalents $ 4,769 $ 10,940
Accounts receivable, net 33,652 34,519
Prepaid expenses and other current assets 4,254 3,486
Total current assets 42,675 48,945
Property and equipment, at cost:
Land and buildings 2,744 2,429
Marine vessels 497,172 480,920
Construction-in-progress 53,865 42,256
Transportation and other 3,006 2,433
556,787 528,038
Less accumulated depreciation and amortization 29,475 22,982
Net property and equipment 527,312 505,056
Goodwill, net 118,022 118,737
Other assets 31,278 26,043
$719,287 $698,781
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 12,294 $ 12,701
Accounts payable 12,659 9,114
Accrued expenses 7,473 10,012
Accrued interest 5,989 5,514
Income taxes payable 258 3,773
Total current liabilities 38,673 41,114
Long-term debt 373,183 359,385
Deferred income taxes, net 36,855 32,561
Other non-current liabilities 2,646 4,221
Total liabilities 451,357 437,281
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, authorized 40,000,000
shares, issued 20,385,448 and 20,367,098 shares,
outstanding 20,313,416 and 20,295,066 shares at
March 31, 1998 and December 31, 1997 204 204
Additional paid-in capital 218,413 218,528
Retained earnings 55,150 45,306
Accumulated other comprehensive expense (5,836) (2,537)
Treasury stock, at par value, 72,032 shares (1) (1)
Total stockholders' equity 267,930 261,500
$719,287 $698,781
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)
Three Months Ended
March 31,
1998 1997
Revenues:
Charter hire $ 48,866 $ 23,488
Other vessel income 21 4
Total revenues 48,887 23,492
Operating expenses:
Direct vessel operating expenses and other 16,819 8,218
General and administrative 2,294 1,418
Amortization of marine inspection costs 1,448 582
Total operating expenses 20,561 10,218
Depreciation and amortization expense 6,943 2,282
Operating income 21,383 10,992
Interest expense 6,552 726
Amortization of deferred financing costs 428 17
Other income, net (321) (14)
Income before income taxes 14,724 10,263
Income tax expense 4,880 3,592
Net income $ 9,844 $ 6,671
Basic earnings per common share:
Net income $ 0.48 $ 0.43
Average common shares outstanding 20,298,403 15,533,292
Diluted earnings per common share:
Net income $ 0.47 $ 0.40
Average common shares outstanding 21,091,922 16,864,730
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)
Three Months Ended
March 31,
1998 1997
Net income $ 9,844 $ 6,671
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 9,390 2,882
Deferred income taxes 4,705 3,592
Gain on sales of assets 2 7
Provision for doubtful accounts 30 30
Changes in operating assets and liabilities:
Accounts receivable 510 (777)
Prepaid expenses and other current assets (852) (74)
Accounts payable and accrued expenses (1,811) 901
Other, net 713 (275)
Net cash provided by operating activities 22,531 12,957
Cash flows from investing activities:
Purchases of property and equipment (34,726) (31,911)
Deferred marine inspection costs (7,297) (1,781)
Proceeds from sales of assets 6 5
Investment in and advances to unconsolidated company (556) 3
Other (1,478) -
Net cash used in investing activities (44,051) (33,684)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of
registration expenses (115) 19
Proceeds from issuance of long-term debt 20,840 25,500
Repayment of long-term debt (4,823) (1,000)
Deferred financing costs and other (343) (48)
Net cash provided by financing activities 15,559 24,471
Effect of exchange rate changes on cash and cash equivalents (210) -
Net increase (decrease) in cash and cash equivalents (6,171) 3,744
Cash and cash equivalents at beginning of period 10,940 1,047
Cash and cash equivalents at end of period $ 4,769 $ 4,791
Supplemental information:
Income taxes paid $ 3,700 $ 450
Income taxes refunded $ 3 $ -
Interest paid $ 7,973 $ 419
The accompanying notes are an integral part of these consolidated financial
statements.
TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
1998 1997
Net income 9,844 6,671
Other comprehensive income (expense), net of tax:
Foreign currency translation adjustments (3,299) -
Comprehensive income 6,545 6,671
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 months ended March 31, 1998
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, 1997.
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 March 13, 1998, the Company amended its agreement with
its bank lenders (the "Amended Facility") to remove certain
subsidiaries as participants in the agreement, to release a
portion of the assets pledged as collateral, to reduce the
interest rate and to reduce the commitment fee on the unused
portion of the Amended Facility.
3. Separate Financial Statements for Subsidiary Guarantors:
During 1997, the Company issued three Series of 8 1/2% Senior
Notes due 2005, Series A/B Notes--$110,000,000, Series C/D Notes-
- -$100,000,000 and Series E/F Notes--$70,000,000 (the "Senior
Notes"). The Senior Notes are uncollateralized and guaranteed by
Trico Marine Assets, Inc., Trico Marine Operators, Inc., Trico
Marine International Holdings, B.V., Saevik Supply ASA and Saevik
Shipping AS (the "Subsidiary Guarantors"). Separate financial
statements of 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
and (e) management has determined that separate financial
statements and disclosures concerning the Subsidiary Guarantors
are not material to investors.
4. Subsequent Events:
On April 8, 1998 the Company issued $10,000,000 principal amount
of 8 year United States Government Guaranteed Ship Financing
Bonds, SWATH Series I, at an interest rate of 6.08% (The
"Bonds"). The Bonds are due in 16 semi-annual installments of
principal and interest. The Bonds are secured by a first
preferred ship mortgage on the Stillwater River, a Small
Waterplane Area Twin Hull (SWATH) vessel, and by an assignment of
the charter contract that the vessel will commence upon its
completion. The proceeds from the Bonds were placed in escrow at
the closing and will be distributed to the Company upon
completion and delivery of the vessel.
5. 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.
6. New Accounting Standards:
During the year, the Company adopted Statement of Financial
Accounting Standards, No. 130, "Reporting Comprehensive Income"
(FASB No. 130). FASB No. 130 requires the reporting of
comprehensive income in addition to net income from operations.
Comprehensive income is a more inclusive financial reporting
methodology that includes disclosure of certain financial
information that historically has not been recognized in the
calculation of net income. Prior periods presented herein have
been reclassified in accordance with FASB No. 130.
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards, No. 131,
"Disclosures about Segments of an Enterprise and Related
Information," effective for fiscal years beginning after December
15, 1997. In February 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards, No.
132, "Employer's Disclosures about Pensions and Other Retirement
Benefits," 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.
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 first quarter ended March 31, 1998 were
$48.9 million, an increase of 108.1% compared to $23.5 million in
revenues for the first quarter of 1997. This increase was
principally due to the growth in the Company's fleet of marine
vessels in the Gulf of Mexico ("Gulf"), the commencement of
operations in the North Sea as a result of the Company's
acquisition of Saevik Supply ASA in December 1997 and the
improved average vessel day rates for all of the Company's vessel
classes. The first quarter of 1998 was the first full quarter to
include the operations of the Saevik Supply fleet of vessels.
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 March 31,
1998 1997
Average Day Rates:
Supply $ 8,159 $ 6,582
Supply/Anchor Handling (N. Sea) 13,421 -
Lift 6,717 5,536
Crew/Line Handling 2,082 1,771
Utilization(1):
Supply 70% 88%
Supply/Anchor Handling (N. Sea) 92% -
Lift 69% 66%
Crew/Line Handling 98% 94%
Average Number of Vessels:
Supply 48.5 35.8
Supply/Anchor Handling (N. Sea) 16.1 -
Lift 6.0 6.0
Crew/Line Handling 23.0 24.7
__________________
(1) Average utilization rates are average rates for all vessels
based on a 365 day year. Vessels are considered utilized when
they are being operated or mobilized/demobilized under contracts
with customers.
Supply boat day rates in the Gulf for the first quarter of
1998 rose 24.0% to $8,159 compared to $6,582 for the comparable
1997 period, due to the strong market conditions in the Gulf.
While the Company's Gulf supply boats experienced strong demand
and effectively full utilization levels during the period,
utilization for the Company's supply boats in the Gulf decreased
for the first quarter due to the large number of scheduled vessel
drydockings compared to the year-ago period and the Company's
fleet enhancement program. Vessel downtime associated with
scheduled drydockings and upgrades is expected to be similar in
the second quarter of 1998, but decrease during the last half
of the year.
Day rates for the Company's North Sea vessels averaged
$13,421 and utilization was 92%. The day rate average and
utilization was impacted by the drydocking, for a total of 53
days, of two of the Company's largest anchor handling towing
and supply ("AHTS") vessels. These vessels have typically
been working in the spot market at day rates that are
significantly above the fleet average. In mid-March 1998, the
Company took delivery of a new 276-foot platform supply vessel
("PSV"), which commenced a three-year contract in the U.K. sector
of the North Sea.
Lift boat day rates averaged $6,717 for the quarter, an
increase of 21.3%, compared to $5,536 for the comparable 1997
period. Utilization for the Company's lift boats was 69% for the
first quarter, compared to 66% for the year-ago period.
Day rates for crew boats and line handling vessels increased
17.6% to $2,082 for the first quarter, from $1,771 for the first
quarter of 1997, due to the increase in day rates for crew boats
in the Gulf. Utilization for the crew boats and line handling
vessels increased to 98% for the first quarter of 1998, compared
to 94% for the comparable 1997 period, due to strong demand for
crew boats in the Gulf and the long term contracts for the
Company's line handling vessels operating in Brazil.
During the first quarter of 1998, direct vessel operating
expenses increased to $16.8 million (34.4% of revenues) compared
to $8.2 million (35.0% of revenues), for the first quarter of
1997, due to the expanded vessel fleet.
Depreciation and amortization expense increased to $6.9
million for the first quarter of 1998, up from $2.3 million for
the year-ago period due to the expanded vessel fleet and the
amortization of goodwill associated with the purchase of Saevik
Supply. Amortization of marine inspection costs increased to
$1.4 million for the first quarter, from $582,000 in the
comparable 1997 period, due to the amortization of increased
drydocking and marine inspection costs associated with the larger
fleet of vessels.
General and administrative expenses increased to $2.3
million (4.7% of revenues) in the 1998 first quarter from $1.4
million (6.0% of revenues) for the 1997 period due to additions
of personnel in connection with the growth in the Company's
vessel fleet and the Saevik Supply acquisition in the North Sea.
General and administrative expenses, as a percentage of revenues,
decreased in the first quarter, as the increase in revenues and
additions to the vessel fleet did not require proportionate
increases in administrative expenses.
Interest expense increased to $6.6 million for the first
quarter of 1998 from $726,000 for the first quarter of 1997.
This increase was due to increased borrowings in 1997 that were
used to fund the Company's acquisition of supply boats in the
Gulf in 1997, the Company's various vessel construction and
upgrade projects and the acquisition of Saevik Supply. In July
1997, the Company issued $110.0 million principal amount of 8-
1/2% Senior Notes due 2005 (the "Notes"), the proceeds of which
were used to purchase 11 supply boats in the Gulf and to repay
outstanding amounts under the Company's revolving credit
facility. In November and December 1997, the Company issued an
additional $170 million principal amount of the Notes, the
proceeds of which were used to fund a portion of the acquisition
of Saevik Supply. Interest expense was low for the first quarter
of 1997 because the Company had reduced its borrowings under its
credit facility with proceeds from the Company's equity offering
that was completed in November 1996.
In the first quarter of 1998, the Company had income tax
expenses of $4.9 million compared to income tax expense of $3.6
million in the 1997 period.
LIQUIDITY AND CAPITAL RESOURCES
Since its initial public offering in May 1996, the Company
has focused on growth through acquisitions. In December 1997, the
Company significantly expanded its international operations by
acquiring Saevik Supply for approximately $289.0 million in
cash. Since its initial public offering, the Company also
acquired 37 supply boats for use in the Gulf at an aggregate cost
of $177.0 million. As a result of this growth, Trico is now the
second largest owner and operator of supply boats in the Gulf and
a leading operator in the North Sea. This strategy of growth
through acquisitions, together with increased vessel day rates,
has enabled the Company to significantly increase total revenues
and achieve strong operating results.
Funds during the first three months of 1998 were provided by
$20.8 million in borrowings under the Company's Bank Credit
Facility (as defined below), and $22.5 million in funds from
operating activities. During the period, the Company repaid $4.8
million of debt and made capital expenditures, including deferred
marine inspection costs, totaling $42.0 million.
Capital expenditures for the first three months of 1998
consisted principally of $34.7 million of vessel upgrade or
construction projects on eight vessels, four of which are for the
Gulf market, two for the Brazilian market, and two for the North
Sea market. To expand its North Sea operations, in the first
quarter the Company completed construction of a 276-foot PSV that
was delivered in March 1998 and began a three-year charter for a
U.K. oil and gas operator. The Company also continued
construction in Norway of a 275-foot, technologically advanced
AHTS with 23,800 horsepower that is scheduled to be delivered no
later than May 1999. The Company also has two 230-foot supply
vessels currently under construction at a shipyard on the U.S.
Gulf Coast. The first vessel is expected to be completed by
August 1998 and has been committed to a three-year charter to an
oil and gas company active in the Gulf. The second vessel is
expected to be delivered at the end of 1998. Other capital
expenditures during the quarter included: (i) costs to lengthen
and upgrade two supply boats for the Gulf, the Elkhorn River and
Kings River, which were placed in service in March 1998; (ii)
costs for the construction of the SWATH vessel and a supply boat
for use in the Brazilian market; and (iii) U.S. Coast Guard
drydocking costs.
In 1997, the Company issued $280.0 million in aggregate
principal amount of the Notes, which were used to fund certain
acquisitions of supply boats in the Gulf, to repay outstanding
borrowings under the Company's revolving credit facility and fund
a portion of the acquisition of Saevik Supply. The Notes are
unsecured and are required to be guaranteed by all of the
Company's Significant Subsidiaries (as such term is defined in
the Indentures governing the Notes, the "Subsidiary Guarantors").
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 indentures governing 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.
To provide funding for the acquisition of Saevik Supply,
effective December 1, 1997, the Company amended and restated its
existing bank credit facility to provide for a $150.0 million
revolving credit facility and $200.0 million in term loans
(collectively, the "Bank Credit Facility"). The term loans were
repaid with the net proceeds of the Company's issuance of
4,600,000 shares of Common Stock (approximately $123.7 million),
which was completed in December 1997 (the "Common Stock
Offering"). Proceeds from the $70 million issuance of Notes
completed in December 1997 were used to repay outstanding amounts
under the revolving portion of the Bank Credit Facility.
As a result of the repayment of substantially all of its
borrowings under the Bank Credit Facility with proceeds from the
December issuance of Notes and the Common Stock Offering, the
Company renegotiated and amended the terms of the Bank Credit
Facility (the "Amended Facility") in March 1998. The Amended
Facility provides a $150.0 million revolving line of credit that
can be used for acquisitions and general corporate purposes. The
Amended Facility is collateralized by a mortgage on certain of
the Company's vessels. Amounts borrowed under the Amended
Facility mature on December 1, 2002 and bear interest at LIBOR
plus a margin that depends on the Company's leverage ratio
(currently approximately 7.15%). The Amended Facility requires
the Company to maintain certain financial ratios and limits the
ability of the Company to incur additional indebtedness, pay
dividends or make certain other distributions, create certain
liens, sell assets or enter into certain mergers or acquisitions.
Although the Amended Facility does impose some limitations on the
ability of the Company's subsidiaries to make distributions to
the Company, it expressly permits distributions to the Company by
the Subsidiary Guarantors for scheduled principal and interest
payments on the Notes.
In addition to the Notes and the Amended Facility, as a
result of the acquisition of Saevik Supply, the Company has debt
under several bank credit facilities (collectively, the "Saevik
Bank Facilities"), which were used by Saevik Supply to fund
vessel acquisitions. As of March 31, 1998, the Company had
approximately $84.5 million (NOK 643.5 million) of debt
outstanding under the Saevik Bank Facilities. The Saevik Bank
Facilities are collateralized by a security interest in
substantially all of the assets of Saevik Supply, require Saevik
Supply to maintain certain financial ratios and limit the ability
of Saevik Supply to create liens, or merge or consolidate with
other entities. Amounts borrowed under the Saevik Bank
Facilities bear interest at NIBOR (Norwegian Interbank Offered
Rate) plus a margin which varies among the different credit
facilities. The weighted average interest rate for the Saevik
Bank Facilities was 5.6% as of March 31, 1998. Amounts
outstanding are due in annual installments of various amounts
through 2006. The Company is in the process of amending the
Saevik Bank Facilities. Based on proposals received, such
amendment is expected to result in a consolidation of all
facilities, a reduction in the interest margin above NIBOR and a
reduction in collateral securing the facility.
In connection with the construction of the SWATH vessel, in
April 1998, the Company issued $10,000,000 aggregate principal
amount of 8 year, 6.08% Ship Financing Bonds guaranteed by the
United States Government. The Bonds are due in 16 semi-annual
installments of principal and interest and are secured by a first
preferred ship mortgage on the SWATH vessel and by an assignment
of the vessel's charter. The proceeds from the Bonds were placed
in escrow at the indenture closing and will be distributed to the
Company upon completion and delivery of the vessel. The proceeds
will be used to reduce the amounts outstanding under the
Company's Amended Facility.
Capital expenditures planned for the remainder of 1998 are
expected to total $28.0 million, consisting primarily of the
existing vessel construction projects and scheduled vessel
drydockings. Existing vessel construction projects include: (i)
completion of the SWATH vessel and supply vessel for the
Brazilian market; (ii) completion of the two 230-foot supply
vessels; and (iii) continuation of the construction of the 275-
foot AHTS in Norway to be completed no later than May 1999.
The Company believes that cash generated from operations
together with available borrowings under the Amended Facility
will be sufficient to fund the Company's currently planned
capital projects and working capital requirements. The Company's
strategy, however, is to make other acquisitions and to
selectively construct new special-purpose vessels as part of an
effort to expand its worldwide presence. To the extent the
Company is successful in identifying such opportunities, it most
likely will require additional debt or equity financing depending
on the size of the investments required.
During 1997 the Company began an evaluation of its existing
software systems to determine which computer programs need to be
upgraded or modified to become year 2000 compliant. The Company
has determined that the cost to upgrade or modify those software
systems which are not already year 2000 compliant will not have a
material effect on the Company's financial position, operations
or cash flows.
Cautionary Statements
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" includes certain "forward-looking
statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. All statements other
than statements of historical fact included in this section
regarding the Company's financial position and liquidity, its
strategic alternatives, future capital needs, business
strategies, scheduled drydockings and related vessel downtime,
and other plans and objectives of management of the Company for
future operations and activities, are forward-looking statements.
These statements are based on certain assumptions and analyses
made by the Company's management in light of its experience
and its perception of historical trends, current conditions,
expected future developments and other factors it believes are
appropriate under the circumstances. Such statements are
subject to risks and uncertainties, including the risks involved
with the Company's acquisition of Saevik Supply and the
integration thereof, the Company's dependence on the oil and has
industry and the volatility of that industry, the Company's
ability to manage growth, competition in its industry, the risk
of international operations and currency fluctuations, general
economic and business conditions, the business opportunities
that may be presented to and pursued by the Company, changes
in law or regulations and other factors, many of which are beyond
the control of the Company. Although the Company believes
that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Such statements
are not guarantees of future performance and the actual results
or developments may differ materially from those projected in the
forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Not applicable.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Certificate of Incorporation of the Company.1
3.2 By Laws of the Company. 1
4.1 Specimen Common Stock Certificate 2
4.2 Indenture dated July 21, 1997 by and among the
Company, Trico Marine Operators, Inc.,
Trico Marine Assets, Inc. and Texas Commerce Bank National
Association, as Trustee ("July Indenture") 1
4.3 Form of Note and Subsidiary Guarantee under the
July Indenture 1
4.4 First Supplemental Indenture to the July Indenture 3
4.5 Indenture dated November 14, 1997 by and among the
Company, Trico Marine Operators, Inc., Trico Marine Assets,
Inc. and Texas Commerce Bank National Association, as Trustee,
including form of Note and Subsidiary Guarantee (the
"November Indenture") 4
4.6 First Supplemental Indenture to the November Indenture 3
4.7 Indenture dated December 24, 1997 by and among the Company,
Trico Marine Operators, Inc., Trico Marine Assets, Inc. and
Texas Commerce Bank National Association, as Trustee
(the "December Indenture") 5
4.8 Form of Note and Subsidiary Guarantee under the December
Indenture 5
4.9 First Supplemental Indenture to the December Indenture 3
4.10 Certificate of Designations for the Company's Series AA
Participating Cumulative Preference Stock 6
4.11 Rights Agreement dated as of February 19, 1998, by and between the
Company and ChaseMellon Shareholder Services, L.L.C. 6
11.1 Computation of Earnings Per Share.
27.1 Financial Data Schedule.
___________________________
1 Incorporated by reference to the Company's Current Report on Form
8-K dated July 21, 1997 and filed with the Commission on August 1,
1997.
2 Incorporated by reference to the Company's Registration Statement
on Form S-1 (Registration Statement No. 333-2990).
3 Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1997.
4 Incorporated by reference to the Company's Current Report on Form
8-K dated November 14, 1997 and filed with the Commission on November
21, 1997.
5 Incorporated by reference to the Company's Currrent Report on Form
8-K dated December 24, 1997 and filed with the Commission on January
14, 1998.
6 Incorporated by reference to the Company's Registration Statement
on Form 8-A dated March 3, 1998.
(b) Reports on Form 8-K:
(i) Current Report on Form 8-K/A dated January 5, 1998
reporting "Item 7 - Financial Statements and Exhibits."
This report contains the following amended unaudited pro
forma consolidated financial statement with respect to the
Company's acquisition of Saevik Supply:
Unaudited Balance Sheet as of September 30, 1997
Unaudited Pro Forma consolidated Statement of Operations for
the nine months ended September 30, 1997.
Unaudited Pro Forma Consolidated Statement of operations for
the year ended December 31, 1996.
Notes to Unaudited Pro Forma Consolidated Financial
Statement.
(ii) Current Report on Form 8-K dated March 23, 1998
reporting "Item 5 - Other Events."
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: May 15, 1998 /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 Three Months Ended
March 31, 1998 March 31, 1997
Per- Per-
Income Shares share Income Shares share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
<S> <C> <C> <C> <C> <C> <C>
Net income $ 9,844 $ 6,671
Basic earnings per share
Income available to common shareholders 9,844 20,298,403 $0.48 6,671 15,533,292 $0.43
Effect of Dilutive Securities
Stock option grants - 793,519 - 1,331,438
Diluted earnings per share
Income available to common shareholders
plus assumed conversions $ 9,844 21,091,922 $0.47 $ 6,671 16,864,730 $0.40
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDING MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,769
<SECURITIES> 0
<RECEIVABLES> 33,982
<ALLOWANCES> 330
<INVENTORY> 0
<CURRENT-ASSETS> 42,675
<PP&E> 556,787
<DEPRECIATION> 29,475
<TOTAL-ASSETS> 719,287
<CURRENT-LIABILITIES> 38,673
<BONDS> 373,183
0
0
<COMMON> 204
<OTHER-SE> 267,726
<TOTAL-LIABILITY-AND-EQUITY> 719,287
<SALES> 48,887
<TOTAL-REVENUES> 48,887
<CGS> 27,504
<TOTAL-COSTS> 27,504
<OTHER-EXPENSES> 428
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,552
<INCOME-PRETAX> 14,724
<INCOME-TAX> 4,880
<INCOME-CONTINUING> 9,844
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,844
<EPS-PRIMARY> .48
<EPS-DILUTED> .47
</TABLE>
