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, 1999
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 28, 2000 By: /s/ GARY C. VAIL
Gary C. Vail, Plan Administrator
<PAGE>
Hvide Marine Incorporated Retirement Plan & Trust
Audited Financial Statements and
Supplemental Schedules
Years ended December 31, 1999 and 1998
Contents
Report of Independent Certified Public Accountants........................1
Audited Financial Statements
Statements of Net Assets Available for Benefits ..........................2
Statements of Changes in Net Assets Available for Benefits................3
Notes to Financial Statements.............................................4
Supplemental Schedules
Schedule G Part III -- Schedule of Nonexempt Transactions.................8
Schedule H, Line 4i--Schedule of Assets Held for Investment
Purposes at End of Year................................................9
<PAGE>
Report of Independent Certified Public Accountants
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 as of December 31, 1999
and 1998, and the related statements of changes in net assets available for
benefits for the years then ended. 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at end of year as of December 31, 1999, and
nonexempt transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial statements but
are supplemental information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Miami, Florida
May 25, 2000
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Statements of Net Assets Available for Benefits
December 31
1999 1998
----------------------------------
Assets
Investments, at fair value $34,475,157 $29,776,722
Contributions receivable:
Participants 108,422 177,507
Employer 1,356,956 143,851
----------------------------------
35,940,535 30,098,080
Liabilities
Excess contribution refunds 26,181 -
----------------------------------
Net assets available for benefits $35,914,354 $30,098,080
==================================
See accompanying notes.
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1999 1998
------------------------------------
<S> <C> <C>
Additions:
Investment income:
Net appreciation in fair value of investments $ 2,474,312 $ 483,579
Dividends 2,230,120 1,383,263
Participant contributions 2,258,908 2,452,308
Employer contributions 1,743,647 1,612,310
------------------------------------
Total additions 8,706,987 5,931,460
Deductions:
Benefits paid directly to participants (2,890,713) (1,045,307)
------------------------------------
Net increase 5,816,274 4,886,153
Net assets available for benefits at beginning of year 30,098,080 25,211,927
------------------------------------
Net assets available for benefits at end of year $35,914,354 $30,098,080
====================================
</TABLE>
See accompanying notes.
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Notes to Financial Statements
December 31, 1999
1. Summary of Significant Accounting Policies
Basis of Presentation
The Hvide Marine Incorporated Retirement Plan and Trust's (the Plan) financial
statements have been prepared on the accrual basis of accounting.
Valuation of Investments
Marketable securities are stated at fair value. Securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the plan year. The fair value of the participation units owned
by the Plan in the common trust fund is based on quoted redemption values on the
last business day of the plan year. The shares of registered investment
companies are valued at quoted market prices, which represent the net asset
values of shares held by the Plan at year-end.
Administrative Expenses
All of the administrative expenses of the Plan may be paid by the Company or the
Plan. During 1999 and 1998, the Company paid all of the administrative expenses
of the Plan.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Reclassifications
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
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.
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
Notes to Financial Statements (continued)
2. Description of Plan (continued)
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.
Hvide Marine Incorporated and substantially all of its wholly-owned subsidiaries
filed voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code on September 8, 1999. The Bankruptcy Court confirmed the
Company's Joint Plan of Reorganization (Reorganization Plan) on December 9,
1999, and the Company emerged from bankruptcy on December 15, 1999. As a result,
the common stock in the Plan was converted to warrants as described under the
Reorganization Plan.
Contributions
Participants may contribute up to 12% of 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 based on the
participant's eligibility. The Company may also, at its discretion, make
additional contributions based on the participant's compensation.
Participants may invest contributions among several investment options that
involve investments in money market, bond, investment contract trusts, equity
funds, and the Company's common stock.
Participant Accounts
Each participant's account is credited with the participant's contributions, the
appropriate portion of the Employer's contributions and an allocation of 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
Vesting in any Employer contributions plus actual earnings thereon is based on
years of continuous service. Participants vest in 20% increments 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.
<PAGE>
2. Description of Plan (continued)
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.
3. Investments
The fair value of individual investments that represent 5% or more of the Plan's
net assets at December 31, 1999 and 1998, is as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------------------
<S> <C> <C>
T. Rowe Price Trust Company:
Mutual funds:
Equity Income Fund $ 3,942,622 $ 4,357,747
Equity Index 500 Fund 7,071,743 5,899,372
Mid Cap Growth Fund 2,274,368 1,611,672
Science & Technology Fund 4,848,787 1,571,747
Small Cap Value Fund * 2,776,526
Common trust fund:
Stable Value Fund Schedule E 10,857,319 10,264,999
</TABLE>
* Investment not greater than 5%
During the years ended December 31, 1999 and 1998, the Plan's net appreciation
(depreciation) in the fair value of investments as determined by quoted market
prices was as follows:
1999 1998
--------------------------
Mutual funds $3,093,211 $1,201,388
Common stock Hvide Marine Incorporated (618,899) (717,809)
--------------------------
$2,474,312 $ 483,579
==========================
<PAGE>
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated November 18, 1996, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
has indicated it will take the necessary steps, if any, to maintain the Plan's
qualified status.
5. Difference Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
1998
-------------
Net assets available for benefits per the
financial statements $30,098,080
Employer contributions receivable (137,344)
-------------
Net assets available for benefits per Form 5500 $29,960,736
=============
The following is a reconciliation of contributions per the financial statements
to the Form 5500 for the year ended December 31, 1999:
Total employer contributions per the financial statements $1,743,647
Employer contributions received at beginning of year 137,344
----------
Total employer contributions per Form 5500 $1,880,991
==========
<PAGE>
Hvide Marine Incorporated
Retirement Plan and Trust
EIN - 65-0966399 Plan Number - 007
Schedule G Part III--Schedule of Nonexempt Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
(b) (c)
(a) Relationship to Plan, Employer Description to Transactions Including Maturity Date, Rate of
Identity of Party Involved or Other Party-in-Interest Interest, Collateral, Par or Maturity Value
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Hvide Marine Incorporated Employer On December 15, 1999, 143,595 shares of Hvide Marine
Incorporated common stock converted to 1,153 warrants
pursuant to the Reorganization Plan. As of December 31, 1999,
the warrants had not been valued.
The warrants were subsequently sold for proceeds of
$940 in March 2000.
</TABLE>
Columns (d) through (j) are not applicable.
<PAGE>
Hvide Marine Incorporated Retirement Plan and Trust
EIN--65-0966399 Plan--007
Schedule H, Line 4i--Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
(c)
Description of Investment,
(b) Including Maturity Date, Rate (e)
Identity of Issue, Borrower, of Interest, Collateral, Par, Current
(a) Lessor or Similar Party or Maturity Value Value
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
* T. Rowe Price Trust Company:
Mutual funds: High Yield Fund $ 164,597
Spectrum Income Fund 208,094
Dividend Growth Fund 367,441
Equity Income Fund 3,942,622
Equity Index 500 Fund 7,071,743
International Stock Fund 784,159
Mid Cap Growth Fund 2,274,368
New America Growth Fund 899,848
New Asia Fund 772,055
New Horizons Fund 543,144
Science & Technology Fund 4,848,787
Small Cap Value Fund 1,740,980
Common trust fund: Stable Value Fund Schedule E 10,857,319
-----------
$34,475,157
===========
</TABLE>
* Indicates party in-interest
Note: Cost information has not been included in column (d) because all
investments are participant-directed.
