OMI CORP
10-Q, 1996-05-15
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT
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<PAGE>

             Being Filed Pursuant to Rule 901 (d) of Regulation S-T




                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


         (X)         QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE
                     SECURITIES AND EXCHANGE ACT OF 1934.

                  For the quarterly period ended March 31, 1996

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934.

                             For the period from to

                             Commission File Number

                                     2-87930



                                    OMI CORP.


             (Exact name of registrant as specified in its charter)

                               Delaware 13-2625280

        (State or other jurisdiction           (I.R.S. Employer
        incorporation or organization)         Identification No.)

      90 Park Avenue, New York, N.Y.               10016

          (Address of principal                   (Zip Code)
           executive offices)

Registrant's telephone number, including area code  (212) 986-1960

     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 and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                  Yes    X        No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of May 10, 1996:

Common Stock, par value 0.50 per share 31,074,570  shares




<PAGE>


                           OMI CORP. AND SUBSIDIARIES
                                      INDEX


PART I:   FINANCIAL INFORMATION
Item 1.   Financial Statements

             Condensed Consolidated Statements of
               Operations for the three months
               ended March 31, 1996 and 1995                                3

             Condensed Consolidated Balance Sheets-
               March 31, 1996 and December 31, 1995                         4

             Consolidated Statements of Changes in
               Stockholders' Equity for the three months
               ended March 31, 1996                                         5

            Consolidated Statements of Cash Flows for the three
                  months ended March 31, 1996 and 1995                      6

             Notes to Condensed Consolidated Financial
               Statements                                                 7-8

Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations                9


PART II:  OTHER INFORMATION                                                14

SIGNATURES                                                                 15















                                       -2-

<PAGE>



                           OMI CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                        FOR THE THREE MONTHS
                                           ENDED MARCH 31,

                                         1996        1995
                                      ---------    -------
<S>                                        <C>         <C>
Revenues:
  Voyage revenues                     $ 60,287    $ 55,463
  Other income                           1,551       1,527
                                      --------    --------
    Total revenues                      61,838      56,990
                                      --------    --------

Operating Expenses:
  Vessel and voyage                     43,848      49,705
  Depreciation and amortization          8,066       8,693
  Operating lease                          755       1,603
  General and administrative             3,744       3,871
                                      --------    --------
    Total operating expenses            56,413      63,872
                                      --------    --------

Operating income (loss)                  5,425      (6,882)
                                      --------    --------

Other Income (Expense):
 (Loss)gain on disposal of
   assets-net                             (144)      7,363
  Interest expense-net                  (6,485)     (6,490)
  Minority interest in (income)
    loss of subsidiary                     (50)        141
  Other-net                                556         425
                                      --------    --------
    Net other income (expense)          (6,123)      1,439
                                      --------    --------

Loss before income taxes and equity
  in operations of joint ventures         (698)     (5,443)
Benefit for income taxes                  (412)     (1,798)
                                      --------    --------
Loss before equity in operations
  of joint ventures                       (286)     (3,645)
Equity in operations of joint
  ventures-net                             891       2,519
                                      --------    --------
Net income (loss)                     $    605    $ (1,126)
                                      ========    ========

Net income (loss) per common share    $   0.02    $  (0.04)
                                      ========    ========

Weighted average number of shares
 of common stock outstanding            31,199      30,488
                                      ========    ========
</TABLE>

See notes to condensed consolidated financial statements.








                                       -3-

<PAGE>



                           OMI CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                          MARCH 31, 1996              DEC. 31, 1995
                                                                         ---------------              -------------
<S>                                                                              <C>                       <C>
ASSETS                                                                     (UNAUDITED)

Current assets:
 Cash, including cash equivalents: 1996-
  $7,900, 1995-$26,008                                                         $ 10,852                   $ 32,569
 Advances to masters                                                              3,764                      2,033
 Receivables:
   Traffic                                                                       13,708                     12,016
   Other                                                                         10,245                      9,333
 Income tax refund receivable                                                     5,651                      5,651
 Prepaid expenses and other current assets                                        3,600                      5,937
 Vessel held for sale                                                            11,424                     14,668
                                                                               ---------                  --------
     Total current assets                                                        59,244                     82,207
                                                                                --------                  --------

Capital construction and other restricted funds                                   9,717                      9,765

Vessels and other property, at cost                                             632,052                    646,135
Less accumulated depreciation                                                  (270,599)                  (277,694)
                                                                               ---------                 ----------
Vessels and other property-net                                                  361,453                    368,441
                                                                               ---------                 ---------

Investments in, and advances to joint ventures                                   85,087                     84,915

Cash held in escrow                                                              14,820

Other assets and deferred charges                                                21,172                     20,158
                                                                              ----------                 ---------
Total                                                                         $ 551,493                  $ 565,486
                                                                              ==========                 =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable to banks                                                      $  20,000
  Accounts payable                                                                5,853                  $   5,187
  Accrued liabilities:
    Voyage and vessel                                                            25,460                     24,548
    Interest                                                                      6,654                      4,375
    Lease termination costs                                                                                 22,000
    Other                                                                         2,117                      4,169
  Current portion of long-term debt                                              21,903                     24,582
                                                                              ----------                 ---------
      Total current liabilities                                                  81,987                     84,861
                                                                              ----------                 ---------

Long-term debt                                                                  250,289                    259,284

Deferred income taxes payable `                                                  62,627                     63,082

Advance time charter revenues and other liabilities                               7,966                     10,470

Minority interest in subsidiary                                                   2,644                      2,594

Stockholders' equity                                                            145,980                    145,195
                                                                              ----------                 ---------

Total                                                                         $ 551,493                  $ 565,486
                                                                              ==========                 =========
</TABLE>

See notes to condensed consolidated financial statements.

                                       -4-

<PAGE>



                           OMI CORP. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 1996
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                 Unrealized
                                                                                     Unearned    Gain (loss)
                                                                     Cumulative   Compensation      on                   Total
                                Common Stock    Capital  Retained   Translation    Restricted   Securities  Treasury  Stockholders'
                              Shares    Amount  Surplus   Deficit    Adjustment       Stock        -net      Stock      Equity
                              ------    ------  -------   ------    -----------    -----------  ----------  --------   --------
<S>                           <C>      <C>       <C>       <C>       <C>            <C>          <C>         <C>        <C>

Balance at January 1, 1996    31,042    $15,521  $131,622  $(5,265)  $4,912       $(1,404)       $29         $(220)    $145,195
Net income                                                     605                                                          605
Exercise of stock options         26         13       135                                                                   148
Amortization of unearned
   compensation                                                                       111                                   111
Net change in valuation
   account                                                                                       (79)                       (79)

Balance at March 31, 1996    $31,068    $15,534   $131,757  $(4,660) $4,912       $(1,293)      $(50)        $(220)     $145,980
                             =======   ========   ========  =======  ======      ==========     =====        ======     ========

</TABLE>


See notes to condensed financial statements.






                                       -5-

<PAGE>





                           OMI CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,                            1996        1995
                                                            --------    --------
<S>                                                         <C>         <C>

CASH FLOWS (USED) PROVIDED BY OPERATING ACTIVITIES:
Net income (loss)                                           $    605    $ (1,126)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Decrease in deferred income taxes payable                       (412)     (1,798)
Depreciation and amortization                                  8,066       8,693
Amortization of unearned compensation                            111         194
Loss (gain) on disposal of assets-net                            150      (7,363)
Other - net                                                     (556)       (425)
Equity in operations of joint ventures
over dividends received                                         (482)     (2,519)
Changes in assets and liabilities:
Increase in receivables and other
current assets                                                (1,222)       (384)
(Decrease)increase in accounts payable and
accrued expenses                                             (16,383)      4,430
Advances from joint ventures - net                               310       1,821
(Decease) increase in other assets and deferred charges       (3,255)      1,150
Increase in advance time charter revenues
and other liabilities                                            496         901
Other assets and liabilities - net                                77         436
                                                            --------    --------
Net cash (used) provided by operating activities             (12,495)      4,010
                                                            --------    --------

CASH FLOWS PRO VIDED (USED) BY INVESTING ACTIVITIES:
Additions to vessels and other property                      (10,450)     (2,194)
Proceeds from disposition of assets                           14,531
Proceeds received from sale of marketable securities          12,360
Proceeds and interest received and reinvested in the
Capital construction and other restricted funds                 (101)       (310)
Withdrawals from Capital construction and other
restricted funds                                               3,000
                                                            --------    --------
Net cash provided by investing activities                      3,980      12,856
                                                            --------    --------

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                       137           8
Proceeds on notes payable to banks                            20,000
Payments on long-term debt                                   (33,339)    (11,203)
                                                            --------    --------
Net cash used by financing activities                        (13,202)    (11,195)
                                                            --------    --------

Net (decrease) increase in cash and cash equivalents         (21,717)      5,671
Cash and cash equivalents at beginning of period              32,569      31,797
                                                            --------    --------
Cash and cash equivalents at end of period                  $ 10,852    $ 37,468
                                                            ========    ========
</TABLE>

See notes to condensed consolidated financial statements.



                                       -6-

<PAGE>






                           OMI CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the  instructions to Form 10-Q and,  therefore,
do not include all information and footnotes  necessary for a fair  presentation
of financial  position,  results of operations and cash flows in conformity with
generally  accepted  accounting  principles.  However,  in  the  opinion  of the
management  of  OMI  Corp.  and  subsidiaries  ("OMI"  or  the  "Company"),  all
adjustments  (comprising  only normal recurring  accruals)  necessary for a fair
presentation of operating results have been included in the statements.

Note 2 - Income Taxes

     The  benefit  for income  taxes for the three  months  ended March 31, 1996
varies from statutory rates as follows:

<TABLE>
<CAPTION>

                                                    (in thousands)
<S>                                                      <C>
Tax benefit calculated at statutory
  rates                                                $  68
Equity in operations of joint ventures of $1,371,000
  (net of dividends declared) not tax effected as
  management considers it to be invested for an
  indefinite period                                     (480)

Total                                                  $(412)
                                                         ===
</TABLE>

     The Company has not  provided  deferred  income  taxes on its equity in the
undistributed  earnings of foreign corporate joint ventures  accounted for under
the equity method other than Amazon  Transport,  Inc.  ("Amazon")  and White Sea
Holdings Ltd.  These earnings are considered by management to be invested in the
business for an indefinite period.


Note 3 - Supplemental Cash Flow Information

     Cash payments include  interest of approximately  $4,500,000 and $4,026,000
for the three months ended March 31, 1996 and 1995, respectively.  There were no
income  taxes paid  during the three  months  ended  March 31, 1996 or March 31,
1995.

     In  March  1996,  the  Company  delivered  a  vessel  with a book  value of
$16,537,000 to new owners as part of a swap  transaction.  Cash in the amount of
$14,820,000  was  received  and is being held in an escrow  account  pending the
delivery  of another  vessel to the Company  which will  complete  the  exchange
transaction.

     In  connection  with the  purchase  of the OMI  Hudson in March  1996,  the
Company  assumed  $19,570,000  in debt,  secured by the  vessel  and  payable in
semiannual installments of $1,145,000 plus interest ranging from 5.86 percent to
8.85 percent until 2006.


                                       -7-

<PAGE>



Note 4 - Joint Venture Information

     Amazon and Wilomi, Inc. ("Wilomi") are both 49 percent owned by OMI and are
accounted for using the equity method.

     Summarized  income  statement  information for the three months ended March
31, 1996 and 1995 for Amazon and Wilomi are as follows:

<TABLE>
<CAPTION>

                      For the Three Months Ended March 31,

                                 Amazon           Wilomi
(In thousands)              1996      1995     1996     1995
                         -------    ------   ------   ------
<S>                          <C>       <C>      <C>      <C>


Revenues                 $ 2,078    $2,674   $5,312   $5,335
Expenses                   3,715     2,608    3,703    3,131
                         -------    ------   ------   ------
Operating (loss)income    (1,637)       66    1,609    2,204
                         -------    ------   ------   ------

Net (loss) income        $(1,587)   $   91   $1,193   $  964
                         =======    ======   ======   ======
</TABLE>


Note 5 - Credit Lines/Loan Agreements

     OMI has a  revolving  credit/term  loan  agreement  providing  for a credit
facility of up to  $37,000,000  through May 1999, at which time the  outstanding
balance  converts to a three year amortizing term loan. The Company also has two
$10,000,000  line of credit  facilities  at variable  rates above  LIBOR,  which
expire in February  1997 and  December  1997,  respectively.  At March 31, 1996,
$5,000,000 was available under these commercial bank facilities.

Note 6 - Guaranteed Debt

     OMI  acts as a  guarantor  for a  portion  of the  debt  incurred  by joint
ventures with  affiliates of two of its joint  venture  partners.  Such debt was
approximately $86,555,000 at March 31, 1996, with OMI's share of such guarantees
being  approximately  $42,580,000.  OMI also is a guarantor for one of its joint
venture's revolving lines of credit of $4,000,000,  with a guarantee to OMI from
its joint venture partner of $2,000,000.

     The Company  and its joint  venture  partners  have  committed  to fund any
working  capital  deficiencies  which may be  incurred  by their  joint  venture
investments.  At March 31, 1996, no such  deficiencies  have occurred which have
required funding.

Note 7 - Newly Issued Accounting Standard

     In October 1995, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting  Standards (SFAS) No. 123,  "Accounting for Stock-Based
Compensation,"  which was adopted by the Company effective January 1, 1996. SFAS
No. 123 requires expanded disclosures of stock-based  compensation  arrangements
with employees and  encourages  (but does not require)  compensation  cost to be
measured based on the fair value of the equity instrument awarded. Companies are
permitted,  however,  to continue  to apply APB Opinion No. 25 which  recognizes
compensation cost based on the intrisic value of the equity instrument  awarded.
The  Company  will  continue  to apply APB  Opinion  No.  25 to its stock  based
compensation awards to employees and will disclose the required pro forma effect
on net income and earnings per share.

                                       -8-

<PAGE>



Item.2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS


Results of Operations for the Three Months Ended March 31, 1996 versus March 31,
1995

     OMI Corp.  ("OMI" or the  "Company") is a  diversified  major bulk shipping
company  operating  in both  the  U.S.  flag and  international  markets.  OMI's
operating fleet currently totals 39 vessels including nine joint venture vessels
and four  chartered-in  vessels.  The  fleet  comprises  three  chemical/product
carriers, 16 product carriers,  four dry bulk carriers, 15 crude oil tankers and
one  liquid  petroleum  gas  carrier.   A  Suezmax  tanker  is  currently  under
construction  and  scheduled  for  delivery in 1996 to a 49 percent  owned joint
venture.  The  Company  also is  involved in other  marine  related  activities,
including  lightering of crude carriers and workboat supply services in the Gulf
of Mexico and ship management for the U.S. Ready Reserve Fleet.

OVERVIEW

     Results in the past few years have  suffered  as a result of the decline in
revenues  earned  by the  U.S.  flag  fleet  as well as from  additional  vessel
maintenance  expenses and upgrades  required to maintain the fleet.  The Company
believes  that the  opportunities  for  future  acquisitions  are  better in the
international market. Consequently, over the past two years, management has sold
or  contracted  for the sale of certain  assets,  primarily U. S. flag  vessels.
During the first quarter of 1996,  OMI delivered two U.S. flag dry bulk carriers
to  new  owners  and  currently  has  an  agreement  to  sell  three  U.S.  flag
chemical/product  carriers to Hvide Marine Inc.  ("Hvide")  upon the  successful
completion  of  Hvide's  public  offering  of common  stock.  The market for the
Company's   remaining   U.S.  dry  bulk  carrier,   the  Platte,   has  declined
significantly  in the past two years as a result of cuts in government  programs
to subsidize export of grain.  The Company is seeking  permission to reflag this
vessel under  foreign  registry so that it may compete more  effectively  in the
foreign market.


     In line with OMI's marketing strategy,  in the third and fourth quarters of
1995,  Company  disposed of three older  foreign flag vessels,  one  combination
carrier,  a crude oil carrier and a product  carrier,  and acquired  three newer
small product carriers. In March 1996, OMI contracted to sell a 1978 built crude
oil carrier.

     The OMI Columbia,  OMI's largest domestic vessel, lacked regular employment
until the latter part of 1995 at which time it began operating on a time charter
which has not  terminated.  In connection  with the enactment of  legislation to
eliminate  restrictions  on the  export of  Alaskan  North  Slope  crude oil and
determination  by the  Administration  that  the  export  of such  oil is in the
national  interest,  OMI has  obtained  a  favorable  charter,  subject  only to
issuance of final regulations by the U.S.  Government,  with a major oil company
for the OMI Columbia.  Other marine related activities improved in 1996, such as
operating results of OMI's 83 percent owned subsidiary OMI Petrolink Corporation
("Petrolink") which is a Houston-based  subsidiary in the business of lightering
large crude oil carriers  and  operating an offshore  supply boat  business.  In
1995,  increased  competition  in the lightering  business  caused a decrease in
volume and rates which resulted in operating losses. In 1996, however,  with new
and fewer  contracts for  chartered-in  vessels  which  lowered  expenses in the
lightering business, coupled with full utilization of supply boats, Petrolink is
recovering with operating profits in the first quarter.

                                       -9-

<PAGE>



RESULTS OF OPERATIONS

     Results of operations of OMI include operating  activities of the Company's
domestic and foreign vessels. The discussion that follows explains the Company's
operating  results in terms of net voyage revenue,  which is voyage revenue less
vessel and voyage expenses, because fluctuations in voyage revenues and expenses
occur based on the nature of a charter. The Company's vessels currently operate,
or have operated in prior years, on time,  bareboat or voyage ("spot") charters.
Each type of charter denotes a method by which revenue are recorded and expenses
are  allocated.  Under a time charter,  revenue is measured  based on a daily or
monthly rate and the charterer assumes certain operating expenses,  such as fuel
and port charges.  Under bareboat charters,  the charterer assumes all operating
expenses.  The revenue rate is likely to be lower than a time charter  since the
costs  are  assumed  by the  charterer.  Under  a  voyage  charter,  revenue  is
calculated based on the amount of cargo carried,  most expenses are for the ship
owner's  account  and the length of the  charter is one  voyage.  Revenue may be
higher in the spot market as the owner is  responsible  for most of the costs of
the voyage.  Other factors  affecting net voyage revenue for voyage charters are
waiting time between cargoes, port costs and fuel price and consumption.

     Vessel expenses included in net voyage revenue include  operating  expenses
such as crew  payroll/benefits/travel,  stores  expense,  maintenance and repair
expense,  drydock expense,  insurance expense and miscellaneous vessel expenses.
These expenses are a function of the fleet size,  utilization levels for certain
expenses,  age of the vessel and requirements  under laws,  charters and Company
policy.  Insurance  expense varies from year to year with the overall  insurance
market  conditions  and industry,  as well as the insured's  loss record.  Since
fluctuations  occur in voyage  revenue  and  expenses  due to the  nature of the
charter, the following discussion addresses variations in net voyage revenue.

VOYAGE REVENUE LESS VESSEL AND VOYAGE EXPENSES

     Net  voyage  revenues  of  $16,439,000  for the three  months  ended  March
31,1996,  increased $10,681,000 or 86 percent, as compared to $5,758,000 for the
three months ended March 31, 1995. The net increases in 1996 domestic operations
primarily  resulted from the following:  (i) the OMI Columbia operated on a time
charter at higher  rates with no offhire  days  compared  to 67 idle days due to
lack of business in the first quarter of 1995, (ii) two vessels, the Patriot and
the Courier,  are currently operating on time charters with the Military Sealift
Command: in the first quarter of 1995 these vessels were offhire an aggregate of
99 days while in drydock in  preparation  for these  long-term  charters,  (iii)
vessel  expenses  decreased  due to the  reversal of the  drydock  accrual for a
vessel  which was  delivered  to new  owners in March  1996 and (iv)  results of
operations of Petrolink improved in 1996.

     Net increases in 1996 foreign  operations  resulted primarily from improved
international  market  conditions  in both the  crude  oil and  product  carrier
markets.  This improvement in market conditions  increased the demand as well as
the rates for such  carriers in the first  quarter of 1996 in  comparison to the
first quarter of 1995.  Factors  contributing to improvements in the market were
weather delays at the end of the fourth quarter of 1995 in the Atlantic basin, a
colder winter in the northern  hemisphere and general  improvements  in economic
conditions.  Increases  in revenue were  offset,  however,  by increases in fuel
expense over the first quarter of 1995.

     Other  increases in foreign net voyage revenue were from revenue  generated
from a product carrier acquired in November 1995, increased revenue in 1996 from
a

                                      -10-

<PAGE>



crude oil carrier  which was out of service for 44 days in 1995 while in drydock
and  increases  in  revenue  earned  by the two  product  carriers  acquired  in
September 1995.

     In the first quarter of 1996 net vessel expenses decreased primarily due to
a decrease  in the number of and the cost of  drydocks  as compared to the first
quarter of 1995.

OTHER INCOME

     Other income  consists  primarily of management fees and dividend income on
investments.  During  the three  months  ended  March  31,  1996,  other  income
increased  slightly as compared to 1995. The increase in 1996 was primarily from
fees received from the management of vessels for the U.S. government due to more
vessels  activated  in  comparison  to idle  status in the first  quarter  1995.
Increases  were offset in part by a decrease in management  fees received from a
joint venture.

OTHER OPERATING EXPENSES

     The Company's  operating  expenses,  other than vessel and voyage expenses,
consist of depreciation  and  amortization,  operating lease expense and general
and  administrative  expenses.  For the three months ended March 31, 1996, these
expenses decreased an aggregate of $1,602,000 or 11 percent.  The primary reason
for the decrease was a reduction  of operating  lease  expense of $848,000 or 53
percent  after the purchase of the OMI Hudson from its lessor in February  1996.
Depreciation expense decreased $627,000, resulting principally from the disposal
of two dry bulk  carriers in 1996 and the  writedown of the basis of two vessels
in 1995.  Decreases  in general  and  administrative  expenses  of $127,000 or 3
percent  include a decline in employee  salaries and  benefits of  approximately
$568,000  which was due primarily to the charge in the first quarter of 1995 for
employees  electing to terminate their  employment  under a voluntary  severance
program.  Such decreases were offset in part by increases in  professional  fees
for legal and other professional services.


OTHER INCOME (EXPENSE)

     Other income  (expense)  consists of (loss) gain on disposal of assets-net,
interest  expense-net,  minority  interest in (income)  loss of  subsidiary  and
other-net.  The net decrease of  $7,562,000  in net other  expense for the three
months ended March 31, 1996,  compared to the same period in 1995 was  primarily
due to the  decrease in gain on disposal  of assets  resulting  from the sale of
2,503,389 shares of Noble Drilling Corporation stock for a gain of $7,806,000 in
the first quarter of 1995.

BENEFIT FOR INCOME TAXES

     The benefit for income  taxes of $412,000  for the three months ended March
31, 1996 varied from statutory  rates primarily  because  deferred taxes are not
recorded  for  equity in  operations  of joint  ventures  other  than for Amazon
Transport,  Inc. and White Sea  Holdings  Ltd.,  as  management  considers  such
earnings to be invested for an indefinite period.  Equity in Operations of Joint
ventures Equity in operations of joint ventures of $891,000 decreased $1,628,000
in the three  months  ended March 31, 1996,  from  $2,519,000  in same period in
1995. The

                                      -11-

<PAGE>



net  decreases  were  primarily  attributable  to two joint  ventures.  One 49.9
percent joint venture sold a vessel in the first half of 1995;  OMI's portion of
the gain was $990,000.  The vessel in the other joint venture was offhire in the
first quarter of 1996 while preparing for and while in drydock.

LIQUIDITY AND CAPITAL RESOURCES

     Cash  and cash  equivalents  of  $10,852,000  decreased  $21,717,000  or 67
percent at March 31, 1996 from the balance of  $32,569,000 at December 31, 1995.
The Company's  working  capital of  $(22,743,000)  at March 31, 1996,  decreased
$20,089,000  from  ($2,654,000) at December 31, 1995. The primary reason for the
decline  in working  capital  was due to the  purchase  of the OMI  Hudson,  the
repurchase of  $14,050,000  of Senior Notes and payment of  outstanding  debt of
$7,500,000  for a vessel  delivered  in an  exchange  transaction  for which the
related cash received of $14,820,000 is being held in escrow until the vessel to
be received in the exchange transaction is delivered.

     For the three  months  ended  March 31,  1996,  net cash used by  operating
activities was  $12,495,000  which was a decrease of  $16,505,000  from net cash
provided by operating  activities of $4,010,000 for the three months ended March
31, 1995.  The primary  cause of the decline was the payment of the  $22,000,000
lease termination fee for the OMI Hudson which was accrued at December 31, 1995.

     For the three months ended March 31, 1996, sources of liquidity, other than
from operating  activities were primarily  proceeds of $14,531,000 from the sale
of a vessel and proceeds of $20,000,000 received on the drawdown of two lines of
credit facilities.  The primary uses of cash other than for operating activities
during the first quarter of 1996 were for payments of  $33,339,000  of long-term
debt (which includes $13,144,000 for repurchases of Senior Notes and $15,000,000
in debt prepayments for vessels disposed of), and subsequent purchase of the OMI
Hudson for cash of $9,300,000 (for which OMI also assumed $19,570,000 in related
debt) and other capital expenditures for improvements on vessels of $1,150,000.

     The Company had three credit agreements with banks aggregating  $57,000,000
at March 31, 1996, of which  $5,000,000 was unused.  During April 1996, OMI drew
down an additional  $3,000,000 on one of its lines of credit. OMI believes it is
in the position to meet its current and future obligations.  The Company expects
to receive approximately $23,000,000 cash as part of the purchase price from the
pending sale of three  vessels to Hvide.  The Company is  currently  considering
other  debt and  equity  opportunities  including  refinancing  a portion of its
obligations  to increase  the  Company's  cash flow and reduce  future  interest
costs.  The Company may also increase its liquidity by selling  vessels that are
not in line with  management's  strategy  to  concentrate  in crude  tankers and
product carriers.

COMMITMENTS

     OMI and a joint venture  partner have committed to construct a vessel being
built in the Peoples Republic of China for a cost of approximately  $56,000,000,
which OMI guarantees 49 percent through a joint venture  partner.  The vessel is
scheduled to be delivered in 1996. OMI acts as a  co-guarantor  for a portion of
the debt incurred by joint ventures with  affiliates of two of its joint venture
partners.  The portion of debt  guaranteed  by the  partners  was  approximately
$86,555,000  at March  31,  1996,  with  OMI's  share of such  guarantees  being
approximately $42,580,000.  OMI also is guarantor for one of its joint venture's
revolving  lines of  credit  of up to  $4,000,000  at  March  31,  1996,  with a
guarantee  to OMI from its joint  venture  partner  of 50  percent of the amount
guaranteed by

                                      -12-

<PAGE>



OMI.

     The Company  and its joint  venture  partners  have  committed  to fund any
working  capital  deficiencies  that  may be  incurred  by their  joint  venture
investments.  At March 31, 1996, no such  deficiencies  have occurred which have
required funding.

EFFECTS OF INFLATION

     The Company does not consider  inflation  to be a  significant  risk to the
cost of doing  business in the current or  foreseeable  future.  Inflation has a
moderate  impact  on  operating  expenses,  drydocking  expenses  and  corporate
overhead.

                                      -13-

<PAGE>



                           PART II: OTHER INFORMATION

Item 1 - Legal Proceedings

                               None.

Item 2 - Changes in Securities

                               None.

Item 3 - Defaults upon Senior Securities

                               None.

Item 4 - Submission of Matters to a Vote of Security Holders

                                None

Item 5 - Other Information

                               None.

Item 6 - Exhibit and Reports on Form 8-K

  a.  Exhibits

  27 OMI Corp. - Financial Data Schedule, dated March 31, 1996.

  b.  Reports on Form 8-K

                               None.



                                      -14-

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    OMI CORP.
- --------------------------------------------------------------------------------
                                  (REGISTRANT)



Date:    May 14, 1996                    By: Jack Goldstein
         ------------                        ---------------
                                             Jack Goldstein
                                             Chairman of the Board and
                                             Chief Executive Officer



Date:    May 14, 1996                    By: Vincent de Sostoa
       ---------------------                 -----------------
                                             Vincent de Sostoa
                                             Senior Vice President/
                                             Finance and Chief
                                             Financial Officer




                                      -15-



<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
Exhibit 27 contains summary information extracted from OMI Corp. and subsidiaries
Consolidated condensed financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                   1,000
<CURRENCY>                               U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   MAR-31-1996
<EXCHANGE-RATE>                                1
<CASH>                                         10852
<SECURITIES>                                   0
<RECEIVABLES>                                  13708
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               59244
<PP&E>                                         632052
<DEPRECIATION>                                 270599
<TOTAL-ASSETS>                                 551493
<CURRENT-LIABILITIES>                          81987
<BONDS>                                        250289
                          0
                                    0
<COMMON>                                       15534
<OTHER-SE>                                     130446
<TOTAL-LIABILITY-AND-EQUITY>                  551493
<SALES>                                        0
<TOTAL-REVENUES>                               61838
<CGS>                                          0
<TOTAL-COSTS>                                  43848
<OTHER-EXPENSES>                               12565
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             6779
<INCOME-PRETAX>                                193
<INCOME-TAX>                                   (412)
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   605
<EPS-PRIMARY>                                  0.02
<EPS-DILUTED>                                  0.02
        

</TABLE>


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