SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-28732
A. Full title of the plan and the address of the
plan, if different from that of the issuer
named below:
HVIDE MARINE INCORPORATED RETIREMENT PLAN AND TRUST
B. Name of issuer of the securities held pursuant
to the plan and the address of its principal
executive office
HVIDE MARINE INCORPORATED
2200 Eller Drive, P.O. Box 13038
Ft. Lauderdale, Florida 33316
Telephone: (954) 523-2200
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
HVIDE MARINE INCORPORATED
RETIREMENT PLAN AND TRUST
Date: June 29, 1998 By: /s/ GARY C. VAIL
Gary C. Vail, Plan Administrator
<PAGE>
HVIDE MARINE INCORPORATED RETIREMENT PLAN AND TRUST
Financial Statements and
Supplemental Schedules
Year ended December 31, 1997 and 1996
INDEX
Report of Independent Auditors.............................................F-2
Audited Financial Statements:
Statements of Net Assets Available for Benefits,
With Fund Information as of December 31, 1997 and 1996..................F-3
Statement of Changes in Net Assets Available for Benefits,
With Fund Information for the Year Ended December 31, 1997..............F-5
Notes to Financial Statements...........................................F-7
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes........................F-11
Schedule of Reportable Transactions....................................F-12
F-1
<PAGE>
Report of Independent Auditors
Compensation Committee
Hvide Marine Incorporated Retirement Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of Hvide Marine Incorporated Retirement Plan and Trust (the Plan) as of December
31, 1997 and 1996, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1997. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997 and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The fund information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
June 19, 1998
Miami, Florida
F-2
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Statements of Net Assets Available for Benefits, With Fund Information
December 31, 1997 and 1996
<TABLE>
<CAPTION>
High Yield Spectrum Equity Equity Index International Mid Cap New America
Fund Income Fund Income Fund 500 Fund Stock Fund Growth Growth Fund
----------- ----------- ----------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1997
Assets
Investments:
Mutual Funds.................. $ 162,994 $ 117,383 $ 4,129,048 $ 3,932,043 $ 671,618 $ 1,052,612 $ 409,004
Common Trust Fund............. -- -- -- -- -- -- --
Company Stock................. -- -- -- -- -- -- --
----------- ------------- -------------- ------------ ------------- ----------- ----------
162,994 117,383 4,129,048 3,932,043 671,618 1,052,612 409,004
Contribution Receivable:
Participants.................. 2,371 1,597 21,080 18,420 4,207 6,840 4,406
Employer...................... 677 434 5,443 4,735 1,018 1,563 974
----------- ------------- -------------- ------------ ------------- ----------- ----------
Net assets available for
benefits....................... $ 166,042 $ 119,414 $ 4,155,571 $ 3,955,198 $ 676,843 $ 1,061,015 $ 414,384
=========== ============= ============== ============ ============= =========== ==========
1996
Assets
Investments:
Mutual Funds.................. $ 19,680 $ 52,002 $ 2,507,123 $ 2,226,201 $ 530,782 $ 711,027 $ 398,351
Common Trust Fund............. -- -- -- -- -- -- --
Company Stock................. -- -- -- -- -- -- --
----------- ------------- -------------- ------------ ------------- ----------- ----------
19,680 52,002 2,507,123 2,226,201 530,782 711,027 398,351
Contribution Receivable:
Participants.................. 1,479 1,055 9,124 7,880 2,409 3,038 1,631
Employer...................... 11,189 9,289 179,179 144,000 33,656 24,890 16,106
----------- ------------- -------------- ------------ ------------- ----------- ----------
Net assets available for
benefits....................... $ 32,348 $ 62,346 $ 2,695,426 $ 2,378,081 $ 566,847 $ 738,955 $ 416,088
=========== ============= ============== ============ ============= =========== ==========
</TABLE>
See accompanying notes.
F-3
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Statements of Net Assets Available for Benefits, With Fund Information (cont.)
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Science and Stable Value
New Horizons Technology Small-Cap Hvide Marine Common Trust
New Asia Fund Fund Fund Value Fund Common Stock Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
1997
Assets
Investments:
Mutual Funds......... $ 41,971 $ 704,253 $ 879,804 $ 3,871,570 $ -- $ -- $ 15,972,300
Common Trust Fund.... -- -- -- -- -- 8,779,589 8,779,589
Company Stock........ -- -- -- -- 293,341 -- 293,341
-------------- ------------ ------------ ----------- ------------- ------------- ------------
41,971 704,253 879,804 3,871,570 293,341 8,779,589 25,045,230
Contribution Receivable:
Participants......... 467 3,751 8,094 14,204 1,834 43,867 131,138
Employer............. 115 854 1,771 3,930 487 13,558 35,559
-------------- ------------ ------------ ----------- ------------- ------------- ------------
Net assets available for
benefits.............. $ 42,553 $ 708,858 $ 889,669 $ 3,889,704 $ 295,662 $ 8,837,014 $ 25,211,927
============== ============ ============ =========== ============= ============= ============
1996
Assets
Investments:
Mutual Funds......... $ 159,703 $ 762,073 $ 683,190 $ 2,426,652 $ -- $ -- $ 10,476,784
Common Trust Fund.... -- -- -- -- -- 8,349,411 8,349,411
Company Stock........ -- -- -- -- -- -- --
-------------- ------------ ------------ ----------- ------------- ------------- ------------
159,703 762,073 683,190 2,426,652 -- 8,349,411 18,826,195
Contribution Receivable:
Participants......... 969 3,043 2,541 6,598 163 22,054 61,984
Employer............. 7,818 30,345 36,358 136,025 3,461 520,337 1,152,653
-------------- ------------ ------------ ----------- ------------- ------------- ------------
Net assets available for
benefits.............. $ 168,490 $ 795,461 $ 722,089 $ 2,569,275 $ 3,624 $ 8,891,802 $ 20,040,832
============== ============ ============ =========== ============= ============= ============
</TABLE>
See accompanying notes.
F-4
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Statement of Changes in Net
Assets Available for Benefits
Year ended December 31, 1997
<TABLE>
<CAPTION>
Equity New
High Spectrum Equity Index Int'l Mid America
Yield Income Income 500 Stock Cap Growth
Fund Fund Fund Fund Fund Growth Fund
-------- ----------- ---------- --------- --------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net realized and unrealized
appreciation (depreciation)
in fair value......................... $ 5,772 $ 3,440 $ 456,240 $ 757,277 $ (28,077) $ 128,960 $ 48,945
Dividends.............................. 8,567 6,832 395,021 79,062 35,846 10,924 19,365
Participant contributions................ 37,932 24,647 297,641 242,925 67,255 88,396 50,974
Employer contributions................... 23,781 16,059 189,609 151,617 40,377 51,017 34,587
-------- ----------- ----------- ----------- --------- ----------- -----------
Total additions............................ 76,052 50,978 1,338,511 1,230,881 115,401 279,297 153,871
Deductions from net assets attributed to:
Benefits paid directly to participants... (9,561) (4,185) (195,555) (191,214) (9,984) (12,744) (10,736)
-------- ----------- ----------- ----------- --------- ----------- -----------
Total deductions........................... (9,561) (4,185) (195,555) (191,214) (9,984) (12,744) (10,736)
-------- ----------- ----------- ----------- --------- ----------- -----------
Net increase (decrease) prior to
interfund transfers..................... 66,491 46,793 1,142,956 1,039,667 105,417 266,553 143,135
Interfund transfers........................ 67,203 10,275 317,189 537,450 4,579 55,507 (144,839)
-------- ----------- ----------- ----------- --------- ----------- -----------
Net increase (decrease).................... 133,694 57,068 1,460,145 1,577,117 109,996 322,060 (1,704)
Net assets available for benefit at
inception of plan........................ 32,348 62,346 2,695,426 2,378,081 566,847 738,955 416,088
-------- ----------- ----------- ----------- --------- ----------- -----------
Net assets available for benefit at
end of year.............................. $166,042 $ 119,414 $ 4,155,571 $ 3,955,198 $ 676,843 $ 1,061,015 $ 414,384
======== =========== =========== =========== ========= =========== ==========
</TABLE>
See accompanying notes.
F-5
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Statement of Changes in Net
Assets Available for Benefits (continued)
Year ended December 31, 1997
<TABLE>
<CAPTION>
Stable
Hvide Value
New New Science & Small-Cap Marine Common
Asia Horizons Technology Value Common Trust
Fund Fund Fund Fund Stock Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net realized and unrealized
appreciation (depreciation)
in fair value...................... $ (34,195) $ 52,176 $ (89,202) $ 534,246 $ 5,821 $ -- $ 1,841,403
Dividends............................ 628 17,092 83,561 247,042 -- 508,938 1,412,878
Participant contributions.............. 15,863 62,659 96,731 209,885 18,031 594,488 1,807,427
Employer contributions................. 7,673 38,156 55,522 138,299 9,168 467,828 1,223,693
---------- --------- ---------- ---------- ---------- ----------- ------------
Total additions.......................... (10,031) 170,083 146,612 1,129,472 33,020 1,571,254 6,285,401
Deductions from net assets
attributed to:
Benefits paid directly to
participants......................... (7,184) (12,689) (5,089) (69,080) (2,779) (583,506) (1,114,306)
---------- --------- --------- ---------- ---------- ------------ ------------
Total deductions......................... (7,184) (12,689) (5,089) (69,080) (2,779) (583,506) (1,114,306)
---------- --------- --------- ---------- ---------- ----------- ------------
Net increase (decrease) prior
to interfund transfers................. (17,215) 157,394 141,523 1,060,392 30,241 987,748 5,171,095
Interfund transfers...................... (108,722) (243,997) 26,057 260,037 261,797 (1,042,536) --
---------- --------- ---------- ----------- ---------- ----------- ------------
Net increase (decrease).................. (125,937) (86,603) 167,580 1,320,429 292,038 (54,788) 5,171,095
Net assets available for benefit
at inception of plan.................... 168,490 795,461 722,089 2,569,275 3,624 8,891,802 20,040,832
---------- --------- ---------- ----------- ---------- ----------- ------------
Net assets available for benefit
at end of year.......................... $ 42,553 $ 708,858 $ 889,669 $ 3,889,704 $ 295,662 $ 8,837,014 $ 25,211,927
========= ========= ========== =========== ========== =========== ============
</TABLE>
See accompanying notes.
F-6
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Notes to Financial Statements
December 31, 1997
1. Summary of Significant Accounting Policies
Basis of Presentation
The accounting records of the Hvide Marine Incorporated Retirement Plan and
Trust (the Plan) are maintained on the accrual basis. All securities
transactions of the Plan are recorded as of the trade date.
Valuation of Investments
Investments in mutual funds are stated at fair value based on quoted redemption
value on the last business day of the plan year. The fair value of the Hvide
Marine Incorporated Common Stock is based on the NASDAQ quoted closing value on
the last business day of the plan year. Investments in the common trust fund are
stated at cost or contract value for investment contracts which approximates
market and represents investments in guaranteed investment contracts. Contract
value represents contributions made under the contract, plus interest at the
contract rate less funds used to pay Plan benefits. The common trust fund is
credited with actual earnings from the underlying investment contracts included
in the Trust's portfolio. At December 31, 1997 and 1996, interest rates on
contracts in the Trust ranged from 4.77% to 9.875% and 4.75% to 9.875%,
respectively. The average yield for the Plan's investment in the common trust
fund for the year ended December 31, 1997 was 5.94%.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. Description of Plan
A complete description of Plan provisions including those relating to
contributions, vesting, withdrawals, and distributions is disclosed in the
Summary Plan Description and the Plan Document. Copies of these documents are
available from Hvide Marine Incorporated's Benefits Department. The following
summary should be read in conjunction with the aforementioned documents.
General
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA) and covers substantially
all employees of Hvide Marine Incorporated (the Company or the Employer). The
plan was adopted effective July 1, 1985.
F-7
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Notes to Financial Statements (continued)
2. Description of Plan (continued)
Contributions
Participants may contribute up to 12% of a pre-tax and up to 1% of after-tax
annual compensation up to the current dollar limit set by the Internal Revenue
Service. The Company may make a discretionary matching contribution as well as
additional discretionary contributions based on the participant's compensation.
Participants may invest contributions among several investment options which are
described in Note 3.
Participants Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Employer's contributions and (b) Plan earnings. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's account. Participant contributions and related investment
income are at all times 100% vested and nonforfeitable. Participants become
vested in Employer contributions and actual earnings thereon according to the
vesting schedule described below.
Vesting, Withdrawals and Distributions
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in any Employer contributions plus actual earnings thereon is
based on years of continuous service. A participant vests 20% in Employer
contributions each year until they are 100% vested after five years of
continuous service or upon death, disability or retirement. Withdrawals and
distributions are controlled in accordance with the provisions of the Plan.
Administrative Expenses
All of the administrative expenses of the Plan may be paid by the Company or the
Plan. During 1997, the Company paid substantially all of the administrative
expenses of the Plan.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan, to discontinue its contributions and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
F-8
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Notes to Financial Statements (continued)
3. Investments
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in any of thirteen investment options as described below:
Mutual Funds:
High Yield Fund, Inc. - Funds are invested in long-term, high yielding,
low and medium quality fixed income securities.
Spectrum Income Fund, Inc. - Funds are invested in fixed income
securities.
Equity Income Fund, Inc. - Funds are invested in dividend paying common
stocks of established companies.
Equity Index 500 Fund, Inc. - Funds are primarily invested in common
stocks and may invest in reserves in order to meet redemptions. The
Fund's reserves are primarily invested in foreign and domestic money
market instruments. The S&P 500 Index has been chosen as the Fund's
base for portfolio selection.
International Stock Fund, Inc. - Funds are invested in marketable
securities of non-United States issuers.
Mid-Cap Growth Fund, Inc. - Funds are invested in a diversified pool of
equity securities while focusing on companies with well-above average
growth potential and mid-cap market capitalizations. A mid-cap company
is defined as one whose market capitalization falls within the range of
companies included in the S&P 400 Mid-Cap Index.
New America Growth Fund, Inc. - Funds are invested in common stocks of
U.S. companies which operate in the service sector of the economy.
New Asia Fund, Inc. - Funds are invested in large and small
capitalization companies domiciled, or with primary operations in Asia,
excluding Japan. The Fund may also invest in securities of companies in
the Pacific Basin including Australia and New Zealand.
New Horizons Fund, Inc. - Funds are invested primarily in common stocks
of small growth companies which have the potential to become major
companies in the future.
Science & Technology Fund, Inc. - Funds are invested in common stocks
of companies which are expected to benefit from the development,
advancement and use of science and technology.
F-9
<PAGE>
Small-Cap Value Fund, Inc. - Funds are invested in common stocks of
companies with relatively small market capitalizations which are
believed to be undervalued and have good prospects for capital
appreciation.
Company Stock
Hvide Marine Common Stock - Funds are used to purchase shares of the
Company's common stock at the quoted NASDAQ closing value on the date
of purchase.
Common Trust Fund
Stable Value Fund, Inc. - Funds are invested in a diversified portfolio
of GIC's. The rate of the Stable Value Fund, Inc. will fluctuate on a
daily basis like that of a money market fund.
The Plan's investments are held by T. Rowe Price (the Trustee) who executes
investment transactions. Financial information relating to those assets,
including interest income, dividends and net realized and unrealized
appreciation (depreciation) is included in the accompanying financial statements
and supplemental schedules based on information certified by the Trustee. Such
information has not been audited by independent auditors. However, the plan
administrator has obtained a certification from the Trustee that the information
provided is complete and accurate.
4. Income Tax Status
The Internal Revenue Service ruled on November 18, 1996 that the Plan, as then
designed, qualifies under Section 401(a) of the Internal Revenue Code (IRC) and,
therefore, is not subject to tax under present income tax law. Once qualified,
the Plan is required to operate in conformity with the IRC to maintain its
qualification. The plan administrator is not aware of any events or series of
events that have occurred that might adversely affect the Plan's qualified
status.
5. Year 2000 Issue (Unaudited)
The Company has developed a plan to modify its internal information technology
to be ready for the year 2000 and has begun converting critical data processing
systems. The project also includes determining whether third party service
providers have reasonable plans in place to become year 2000 compliant. The
Company currently expects the project to be substantially complete by early 1999
and does not expect this project to have a significant effect on the Plan's
operations.
F-10
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date, Rate
Identity of Issuer, Borrower, of Interest, Par on Maturity Current
Lessor or Similar Party Value Cost Value
<S> <C> <C> <C>
T. Rowe Price:
High Yield Fund 18,649 shares at $8.74/share $ 157,518 $ 162,994
Spectrum Income Fund 10,067 shares at $11.66/share 113,894 117,383
Equity Income Fund 158,383 shares at $26.07/share 3,539,512 4,129,048
Equity Index 500 Fund 149,054 shares at $26.38/share 2,968,165 3,932,043
International Stock Fund 50,046 shares at $13.42/share 672,415 671,618
Mid Cap Growth 36,805 shares at $28.60/share 907,129 1,052,612
New America Growth Fund 9,256 shares at $44.19/share 373,816 409,004
New Asia Fund 7,312 shares at $5.74/share 64,511 41,971
New Horizons Fund 30,225 shares at $23.30/share 677,912 704,253
Science & Technology Fund 32,275 shares at $27.26/share 994,554 879,804
Small-Cap Value Fund 165,452 shares at $23.40/share 3,166,711 3,871,570
Stable Value Fund 8,779,589 shares at $1/share 8,779,589 8,779,589
Hvide Marine Common Stock 11,392 shares at $25.75/share 287,726 293,341
----------- -------------
$22,703,452 $ 25,045,230
</TABLE>
F-11
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Schedule of Reportable Transactions
December 31, 1997
<TABLE>
<CAPTION>
Current
Value of
Asset on
Identity of Party Description of Purchase Selling Cost of Transaction Net
Involved Assets Price Price Asset Date Gain
---------------- ------------------------------------------- ----------- ---------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--Series of transactions involving securities of the same issue
aggregating in excess of 5% of the plan assets:
T. Rowe Price Small Cap Value Fund, 85,616 shares $ 1,898,921 $ -- $1,898,921 $ 1,898,921 $ --
T. Rowe Price Small Cap Value Fund, 44,226 shares -- 988,249 889,573 988,249 98,676
T. Rowe Price Stable Value Fund, 3,953,435 shares 3,953,435 -- 3,953,435 3,953,435 --
T. Rowe Price Stable Value Fund, 3,528,659 shares -- 3,528,659 3,528,659 3,528,659 --
T. Rowe Price Equity Income Fund, 75,770 shares 1,880,592 -- 1,880,592 1,880,592 --
T. Rowe Price Equity Income Fund, 28,616 shares -- 714,907 645,360 714,907 69,547
T. Rowe Price Equity Index 500 Fund, 61,744 shares 1,468,297 -- 1,468,297 1,468,297 --
T. Rowe Price Equity Index 500 Fund, 22,140 shares -- 519,731 447,516 519,731 72,215
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1997.
F-12
<PAGE>
Exhibit A
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-19543) pertaining to the Hvide Marine Incorporated Retirement Plan
and Trust of our report dated June 19, 1998, with respect to the financial
statements and supplemental schedules of the Hvide Marine Incorporated
Retirement Plan and Trust included in this Annual Report (Form 11-K) for the
year ended December 31, 1997.
/s/ Ernst & Young LLP
Miami, Florida
July 6, 1998
F-13
