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 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 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 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 Hvide Marine Incorporated Retirement Plan and Trust Statements of Net Assets Available for Benefits, With Fund Information December 31, 1997 and 1996 High Yield Spectrum Equity Equity Index International Mid Cap New America Fund Income Fund Income Fund 500 Fund Stock Fund Growth Growth Fund ----------- ----------- ----------- ------------ ------------- ----------- ------------ 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 =========== ============= ============== ============ ============= =========== ========== See accompanying notes. F-3 Hvide Marine Incorporated Retirement Plan and Trust Statements of Net Assets Available for Benefits, With Fund Information (cont.) December 31, 1997 and 1996 Science and Stable Value New Horizons Technology Small-Cap Hvide Marine Common Trust New Asia Fund Fund Fund Value Fund Common Stock Fund Total 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 ============== ============ ============ =========== ============= ============= ============ See accompanying notes. F-4 Hvide Marine Incorporated Retirement Plan and Trust Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1997 Equity New High Spectrum Equity Index Int'l Mid America Yield Income Income 500 Stock Cap Growth Fund Fund Fund Fund Fund Growth Fund -------- ----------- ---------- --------- --------- ----------- -------- 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 ======== =========== =========== =========== ========= =========== ========== See accompanying notes. F-5 Hvide Marine Incorporated Retirement Plan and Trust Statement of Changes in Net Assets Available for Benefits (continued) Year ended December 31, 1997 Stable Hvide Value New New Science & Small-Cap Marine Common Asia Horizons Technology Value Common Trust Fund Fund Fund Fund Stock Fund Total 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 ========= ========= ========== =========== ========== =========== ============ See accompanying notes. F-6 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 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 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 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 Hvide Marine Incorporated Retirement Plan and Trust Schedule of Assets Held for Investment Purposes December 31, 1997 Description of Investment, Including Maturity Date, Rate Identity of Issuer, Borrower, of Interest, Par on Maturity Current Lessor or Similar Party Value Cost Value 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 F-11 Hvide Marine Incorporated Retirement Plan and Trust Schedule of Reportable Transactions December 31, 1997 Current Value of Asset on Identity of Party Description of Purchase Selling Cost of Transaction Net Involved Assets Price Price Asset Date Gain ---------------- ------------------------------------------- ----------- ---------- ----------- ----------- -------- 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 There were no category (i), (ii) or (iv) reportable transactions during 1997. F-12 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