BEING FILED PURSUANT TO RULE 901(d) OF REGULATION S-T
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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, 1998
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
----------------------
1-10164
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 11, 1998:
Common Stock, par value 0.50 per share 43,089,511 shares
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<PAGE>
OMI CORP. AND SUBSIDIARIES
INDEX
PAGE
----
PART I: FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of
Operations for the three months
ended March 31, 1998 and 1997 3
Condensed Consolidated Balance Sheets-
March 31, 1998 and December 31, 1997 4
Consolidated Statements of Changes in Stockholders'
Equity for the year ended December 31, 1997 and
the three months ended March 31, 1998 5
Consolidated Statements of Cash Flows for the three
months ended March 31, 1998 and 1997 6
Notes to Condensed Consolidated Financial
Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13
PART II: OTHER INFORMATION 21
SIGNATURES 22
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<PAGE>
OMI CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
FOR THE THREE MONTHS
ENDED MARCH 31,
----------------------
1998 1997
-------- --------
Revenues:
Voyage revenues $ 62,070 $ 57,474
Other income 450 588
-------- --------
Total revenues 62,520 58,062
-------- --------
Operating Expenses:
Vessel and voyage 28,508 32,349
Operating leases 18,710 11,338
Depreciation and amortization 7,490 7,285
General and administrative 4,617 3,652
-------- --------
Total operating expenses 59,325 54,624
-------- --------
Operating income 3,195 3,438
Other Income (Expense):
Gain on disposal of assets-net 550 893
Interest expense-net (1,398) (3,283)
Minority interest in loss (income)
of subsidiary 17 (16)
-------- --------
Net other expense (831) (2,406)
-------- --------
Income before income taxes,
equity in operations of joint
ventures and cumulative effect of
change in accounting principle 2,364 1,032
Provision for income taxes 1,161 599
-------- --------
Income before equity in
operations of joint ventures
and cumulative effect of change in
accounting principle 1,203 433
Equity in operations of joint ventures 1,042 1,107
-------- --------
Income before cumulative effect of
change in accounting principle 2,245 1,540
Cumulative effect of change in accounting
principle, net of tax provision of $7,429 -- 13,797
-------- --------
Net income 2,245 15,337
Other comprehensive income net of tax:
Net change in valuation account 44 (21)
-------- --------
Comprehensive income $ 2,289 $ 15,316
======== ========
Basic earnings per common share:
Income before cumulative effect of
change in accounting principle $ 0.05 $ 0.04
Net income $ 0.05 $ 0.36
Diluted earnings per common share:
Income before cumulative effect of
change in accounting principle $ 0.05 $ 0.03
Net income $ 0.05 $ 0.35
See notes to condensed consolidated financial statements.
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<PAGE>
OMI CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
1998 1997
----------- -----------
(UNAUDITED)
ASSETS
Current assets:
Cash, including cash equivalents:
1998-$17,500, 1997-$25,900 $ 24,099 $ 32,489
Receivables:
Traffic 15,892 11,527
Other 6,753 8,654
Prepaid expenses and current assets 16,273 18,732
Vessel held for sale 38,960 --
--------- ---------
Total current assets 101,977 71,402
--------- ---------
Capital Construction Fund 11,153 10,969
Vessels and other property, at cost 469,181 518,709
Construction in progress 67,923 56,032
Less accumulated depreciation (200,612) (204,516)
--------- ---------
Vessels, construction in progress
and other property-net 336,492 370,225
--------- ---------
Investments in, and advances to
joint ventures 29,422 28,155
Note receivable 9,000 9,000
Other assets and deferred charges 27,753 28,836
--------- ---------
Total $ 515,797 $ 518,587
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,909 $ 6,314
Accrued liabilities:
Voyage and vessel 8,977 10,979
Interest 1,454 1,528
Other 3,976 10,424
Deferred gain on sale of vessels 5,809 5,809
Current portion of long-term debt 56,852 16,575
--------- ---------
Total current liabilities 80,977 51,629
--------- ---------
Advance time charter revenues and other
liabilities 2,456 3,114
Deferred gain on sale of vessels 28,847 30,299
Deferred income taxes payable 65,449 64,264
Long-term debt 115,292 146,341
Minority interest in subsidiary -- 1,917
Stockholders' equity 222,776 221,023
--------- ---------
Total $ 515,797 $ 518,587
========= =========
See notes to condensed consolidated financial statements.
-4-
<PAGE>
OMI CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997 AND THE (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
UNEARNED
COMPENSATION
COMMON STOCK CAPITAL RESTRICTED
SHARES AMOUNT SURPLUS STOCK
------ -------- --------- ------------
<S> <C> <C> <C> <C>
Balance as of January 1, 1997 42,691 $ 21,346 $ 184,251 $ (1,039)
Comprehensive income:
Net income
Net change in valuation account
Comprehensive income
Retirement of partner's equity
interest in joint venture 777
Retirement of minority stockholder's
equity interest in subsidiary (549)
Exercise of stock options 325 162 1,834
Issuance of restricted stock awards 50 25 413 (438)
Amortization of unearned compensation 372
------ -------- --------- ---------
Balance at December 31, 1997 43,066 21,533 186,726 (1,105)
Comprehensive income:
Net income
Net change in valuation account
Comprehensive income
Exercise of stock options 16 8 80
Retirement of minority stockholders'
equity interest in subsidiary (681)
Amortization of unearned
compensation 57
------ -------- --------- ---------
Balance at March 31, 1998 43,082 $ 21,541 $ 186,125 $ (1,048)
====== ======== ========= =========
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
RETAINED OTHER TOTAL
(DEFICIT) COMPREHENSIVE COMPREHENSIVE STOCKHOLDERS'
EARNINGS INCOME INCOME EQUITY
--------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Balance as of January 1, 1997 $ (1,848) $ 4,868 $ 207,578
Comprehensive income:
Net income 10,827 $ 10,827 10,827
Net change in valuation account 22 22 22
---------
Comprehensive income $ 10,849
=========
Retirement of partner's equity
interest in joint venture 777
Retirement of minority stockholder's
equity interest in subsidiary (549)
Exercise of stock options 1,996
Issuance of restricted stock awards - -
Amortization of unearned compensation 372
-------- --------- -----------
Balance at December 31, 1997 8,979 4,890 221,023
Comprehensive income:
Net income 2,245 $ 2,245 2,245
Net change in valuation account 44 44 44
---------
Comprehensive income $ 2,289
=========
Exercise of stock options 88
Retirement of minority stockholders'
equity interest in subsidiary (681)
Amortization of unearned
compensation 57
-------- --------- -----------
Balance at March 31, 1998 $ 11,224 $ 4,934 $ 222,776
======== ========= ===========
</TABLE>
See notes to condensed consolidated 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,
-------------------------------
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS USED BY OPERATING ACTIVITIES:
Net income $ 2,245 $ 15,337
Adjustments to reconcile net income to net cash
used by operating activities:
Cumulative effect of change in accounting principle,
net of income tax provision -- (13,797)
Increase in deferred income taxes 1,161 599
Depreciation and amortization 7,490 7,285
Amortization of unearned compensation 57 101
Loss on disposal of assets-net -- (893)
Amortization of deferred gain on sale of vessel (1,452) (443)
Equity in operations of joint ventures
over dividends received (1,042) (1,107)
Changes in assets and liabilities:
Increase in receivables and other current assets (5) (7,096)
Advances (from) to joint ventures -- net (225) 122
Decrease (increase) in other assets and
deferred charges 922 (2,283)
(Decrease) increase in accounts payable and
accrued liabilities (10,874) 833
Decrease in advance time charter revenues
and other liabilities (658) (2,089)
Other assets and liabilities -- net 61 81
-------- --------
Net cash used by operating activities (2,320) (3,350)
-------- --------
CASH FLOWS (USED) PROVIDED BY INVESTING ACTIVITIES:
Additions to vessels and other property (12,436) (25,110)
Proceeds from disposal of assets -- 50,890
Payments for the retirement of minority
stockholders' interest (2,584) (2,456)
Proceeds and interest received and reinvested in the
Capital Construction Fund (194) (220)
-------- --------
Net cash (used) provided by investing activities (15,214) 23,104
-------- --------
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Proceeds from line of credit 10,000 --
Payments on long-term debt (772) (50,752)
Payments for debt issue costs (175) (250)
Net proceeds from issuance of common stock 91 413
-------- --------
Net cash provided (used) by financing activities 9,144 (50,589)
-------- --------
Net decrease in cash and cash equivalents (8,390) (30,835)
Cash and cash equivalents at beginning of period 32,489 47,877
-------- --------
Cash and cash equivalents at end of period $ 24,099 $ 17,042
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
-6-
<PAGE>
OMI CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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. Certain
accounts have been reclassified in the 1997 financial statements to conform to
their 1998 presentation. Reference is made to the Company's Form 10K for
additional information.
NOTE 2 - RESTRUCTURING
OMI has agreed to acquire Marine Transport Lines, Inc. ("MTL"), a privately
owned company specializing in U.S. marine and transportation services,
principally to the energy and chemical industries, for approximately $5,000,000
payable in common stock of the Company as constituted prior to the transaction
defined in the following paragraph plus a number of additional shares sufficient
to give the owners of MTL approximately an additional 30 percent of the shares
of the Company as constituted following that transaction, (subject to certain
adjustments described in the agreement between OMI and MTL).
In connection with the acquisition of MTL, OMI plans to spin off, as a tax free
distribution to shareholders, the entity owning and operating its foreign assets
and operations ("New OMI"). New OMI will retain the OMI name and will be managed
by OMI's current management. The combined OMI-MTL entity ("New MTL") will use
the MTL name and will be managed by MTL's current management. Upon completion of
the acquisition and the spin off, holders of OMI shares prior to the transaction
will own approximately two-thirds of the outstanding shares of New MTL, as well
as substantially all outstanding shares of New OMI. Former MTL shareholders will
hold approximately 31 percent of the outstanding shares of New MTL.
The transaction is subject to a number of conditions, any of which may be waived
by OMI, including the receipt by OMI of a favorable private letter ruling from
the Internal Revenue Service ("IRS") and OMI shareholder approval. A favorable
ruling was received from the IRS in April 1998, and the transaction is expected
to be completed in June 1998.
NOTE 3 - ACCOUNTING CHANGE FOR SPECIAL SURVEY AND DRYDOCK EXPENSES
Effective January 1, 1997,the Company changed its method of accounting for
special survey and drydock expenses from the accrual method to the prepaid
method. Special survey and drydock expenses had been accrued and charged to
operating expenses over the vessel's survey cycle, which is generally a two to
three year period. Under the prepaid method survey and drydock expenses are
capitalized and amortized over the period until the next survey cycle.
Management believes the prepaid method better matches costs with revenues, and
minimizes any significant changes in estimates associated with the accrual
method. The cumulative effect of this accounting change is shown separately in
the consolidated statement of operations and resulted in income of $13,797,000
(net of income taxes of $7,429,000), or $0.32 per share. The three months ended
March 31, 1997 was previously presented using the accrual method of accounting
and has been restated to reflect this change.
-7-
<PAGE>
NOTE 4 - EARNINGS PER COMMON SHARE
The computation of basic earnings per share is based on the weighted average
number of common shares outstanding during the period. The computation of
diluted earnings per share assumes the foregoing and the exercise of all
dilutive stock options using the treasury stock method and, if dilutive, the
conversion of the 7% convertible note due 2004.
The components of the denominator for the calculation of basic earnings per
share and diluted earnings per share are as follows:
THREE MONTHS
ENDED MARCH 31,
---------------------
(in thousands, except per share amounts) 1998 1997
------ ------
BASIC EARNINGS PER SHARE:
Weighted average common shares outstanding ...... 43,072 42,783
====== ======
DILUTED EARNINGS PER SHARE:
Weighted average common shares outstanding ...... 43,072 42,783
Options ......................................... 361 683
------ ------
Weighted average common shares-diluted .......... 43,433 43,466
====== ======
BASIC EARNINGS PER COMMON SHARE:
Income before cumulative effect
of change in accounting principle .............. $ 0.05 $ 0.04
Cumulative effect of change in accounting
principle, net of income tax provision ......... -- 0.32
------ ------
Net income per common share ..................... $ 0.05 $ 0.36
====== ======
DILUTED EARNINGS PER COMMON SHARE:
Income before cumulative effect
of change in accounting principle .............. $ 0.05 $ 0.03
Cumulative effect of change in accounting
principle, net of income tax provision ......... -- 0.32
------ ------
Net income per common share ..................... $ 0.05 $ 0.35
====== ======
The effect of the assumed conversion of the 7% convertible note due 2004 was not
included in the computation of diluted earnings per share because the effect was
antidilutive.
-8-
<PAGE>
NOTE 5 - INCOME TAXES
The provision for income taxes on income excluding the cumulative effect of
change in accounting principle varies from the statutory rates as follows:
FOR THE THREE
MONTHS ENDED MARCH 31,
----------------------
(in thousands) 1998 1997
------ -----
Provision calculated at
statutory rates $1,192 $ 748
Adjustment for equity in operations
of certain joint ventures (31) (149)
------ -----
Provision for income taxes $1,161 $ 599
====== =====
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. ("White Sea"). These earnings are considered by management to be
invested in the business for an indefinite period.
NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments include interest of approximately $2,956,000 and $6,185,000 for
the three months ended March 31, 1998 and 1997, respectively. Income taxes of
$1,958,000 were paid during the first quarter of 1997. There were no income
taxes paid during the three months ended March 31, 1998.
In March 1997 the Company delivered a vessel with net book value of $9,800,000
to new owners as part of an exchange transaction. Cash in the amount of
$11,000,000 was received and was held in an escrow account until the delivery of
the vessel in April 1997 to the Company which completed the exchange
transaction.
NOTE 7 - JOINT VENTURE INFORMATION
Amazon and White Sea are both 49.0 percent owned by OMI and are accounted for
using the equity method. Summarized income statement information for the three
months ended March 31, 1998 and 1997 is as follows:
FOR THE THREE
MONTHS ENDED MARCH 31,
-----------------------------------------
AMAZON WHITE SEA
-----------------------------------------
(in thousands) 1998 1997 1998 1997
------ ------ ------ ------
Revenues $2,511 $2,180 $2,532 $2,977
Expenses 1,306 1,571 1,863 2,094
------ ------ ------ ------
Operating income $1,205 $ 609 $ 669 $ 883
====== ====== ====== ======
Net income $1,244 $ 638 $ 682 $2,040
====== ====== ====== ======
-9-
<PAGE>
NOTE 8 - CREDIT LINES/LOAN AGREEMENTS
In March 1997, OMI signed a revolving credit/term loan agreement providing for a
credit facility in the amount of $133,000,000 not to exceed 70 percent of the
fair market value of the vessels securing the loan. The Company had an
outstanding balance of $109,090,000 under this credit facility at March 31, 1998
which included $10,000,000 that was drawn down in the first quarter and repaid
in April 1998. The credit facility is secured by mortgages on eleven vessels
with a book value aggregating $178,368,000. The notes under the credit facility
bear interest at LIBOR plus a margin ranging from 60-95 basis points which is
computed based on the Company's funded debt to equity ratio and interest
coverage ratio. The agreement which expires in March 2002 provides for nine
semi-annual reductions in the credit facility; the first five are $5,500,000,
the next four are $8,875,000 and the balance is due at maturity. As long as the
available balance of the credit facility exceeds the outstanding loan balance
and the collateral tests are met, current repayments are not required. However,
the amounts classified as current maturities of long-term debt at March 31, 1998
include two payments on such debt aggregating $11,000,000 as the Company intends
to make such payments. In the event any vessels collateralizing the agreement
are sold, the credit facility shall be reduced by up to 100 percent of the sale
proceeds; however, the Company is permitted to substitute another vessel as
collateral. The credit facility contains financial covenants with respect to
required levels of cash, interest rate coverage, net worth and ratio of funded
debt to equity. Dividends paid in any year are limited to 50 percent of net
income in that year.
The Company also has two revolving credit facilities for amounts up to
$50,000,000 and $75,000,000. These revolving credit facilities are to be used to
finance, on an interim basis, the acquisition of vessels and will be secured by
such vessels.
In May 1998, the Company signed a commitment letter for a revolving credit
facility in the amount of $53,000,000. This revolving credit facility will be
used to partially finance the two newly constructed product tankers upon their
respective delivery dates from the shipyard and to refinance two Panamax product
tankers. Amounts drawn are to be repaid in ten years for the newbuildings and in
five years for the Panamaxes. The revolving credit facility will bear interest
at LIBOR plus a margin ranging from 65 to 95 basis points which is computed
based on the Company's funded debt to total capitalization ratio. The revolving
credit facility contains financial covenants with respect to required levels of
cash, interest rate coverage, net worth and ratio of funded debt to equity.
Dividends paid in any year are limited to 50 percent of net income in that year.
-10-
<PAGE>
NOTE 10 - FINANCIAL INFORMATION RELATING TO DOMESTIC AND FOREIGN OPERATIONS
The Company organizes its business principally into three segments. These
segments and their respective operations are as follows:
Domestic - Includes U.S. Flag vessels, OMI Petrolink Corporation, (a lightering
services company) OMI Ship Management (provides technical services to U.S.
Maritime Administration), Inc., and corporate expenses which are unallocated to
operations of particular vessels.
Product Carrier Fleet - Includes vessels that normally carry refined petroleum
products such as gasoline, naphtha and kerosene.
Crude Oil Tanker Fleet - Includes vessels that normally carry crude oil and
"dirty" products.
The following is a summary of the operations by major operating segments:
FOR THE THREE
MONTHS ENDED MARCH 31,
----------------------
(in thousands) 1998 1997
-------- --------
TOTAL REVENUES:
Domestic ........................................... $ 22,488 $ 24,230
Foreign:
Product Carrier Fleet ............................ 13,259 17,512
Crude Oil Tanker Fleet ........................... 26,759 14,994
Other ............................................ 14 1,326
-------- --------
Total ........................................... $ 62,520 $ 58,062
======== ========
INCOME BEFORE INCOME TAXES, EQUITY IN
OPERATIONS OF JOINT VENTURES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE:
Domestic ........................................... $ (1,302) $ (1,550)
Foreign:
Product Carrier Fleet ............................ 728 1,692
Crude Oil Tanker Fleet ........................... 4,066 463
General and administrative expense not
allocated to vessels ............................ (877) (1,178)
Other ............................................ (251) 1,605
-------- --------
Total ........................................... $ 2,364 $ 1,032
======== ========
Mortgage debt of OMI and its related interest expense have been allocated to
Foreign based upon the value of the vessel collateralizing the debt.
General and administrative expense included in determining income before income
taxes, equity in operations of joint ventures and cumulative effect of change in
accounting principle includes an allocation of costs of corporate administrative
services provided by Domestic. The foreign segments are charged a fixed amount
per month per vessel for vessel management and accounting activities and is
charged 1.25 percent of revenues earned by each vessel for commercial
management. General corporate activities, such as salaries (other than those
included in the aforementioned fees), legal, accounting, communications and
other administrative expenses were allocated based on the services provided to
the segment. Rent expense was allocated based on the number of employees
included in the corporate allocation. Management believes the methods for
allocating are reasonable.
-11-
<PAGE>
NOTE 11 - DISPOSAL AND ACQUISITION OF ASSETS
The Company is constructing five double-hulled Suezmax tankers, with an option
for two more; four for a cost of approximately $54,000,000 per vessel and one
for approximately $50,000,000. One of these vessels will be delivered mid-1998,
two in the third quarter of 1998, one in the first quarter of 1999 and one in
the second quarter of 2000. On February 26, 1998, the Company contracted with
the same shipyard for the construction of two 35,000 dwt product carriers at a
cost of approximately $30,000,000 per vessel. The product carriers, which are
time chartered out for two years, are to be delivered in the second half of
1999.
On February 3, 1998, the Company entered into an agreement for the sale of the
TANANA for $45,500,000. The vessel will be delivered to the new owners in August
1998.
-12-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following presentation of management's discussion and analysis of OMI's
financial condition and results of operations should be read in conjunction with
the consolidated financial statements, accompanying notes thereto and other
financial information appearing elsewhere in this Form 10-Q.
The information below and elsewhere in this document contains certain
forward-looking statements which reflect the current view of the Company with
respect to future events and financial performance. Wherever used, the words,
"expect", "plan", "anticipate", and similar expressions identify forward-looking
statements. Any such forward-looking statements are subject to risks and
uncertainties that could cause the actual results of the Company's results of
operations to differ materially from historical results or current expectations.
The Company does not publicly update its forward-looking statements even if
experience or future changes make it clear that any projected results expressed
or implied therein will not be realized.
GENERAL
Overview
OMI Corp. ("OMI" or the "Company") is one of the largest, measured by
deadweight tonnage ("dwt"), publicly traded bulk shipping companies
headquartered in the United States. OMI provides seaborne transportation
services for crude oil, refined petroleum products and, to a much lesser extent
through a joint venture, dry bulk cargoes (primarily iron ore, coal and grain).
The charter rates that the Company is able to obtain for its vessels are
determined in highly competitive markets. The industry is cyclical, experiencing
significant swings in profitability and asset values resulting from changes in
the supply and demand for vessels.
Net income for the three months ended March 31, 1998 was $2.2 million or
$0.05 per share compared to $15.3 million or $0.36 per share for the three
months ended March 31, 1997. Included in net income of $15.3 million for the
three months ended March 31, 1997 is income of $13.8 million or $0.32 per share,
net of tax, from the cumulative effect of a change in accounting principle.
MARKET OVERVIEW
The product carrier market is the market segment which transports refined
petroleum products such as gasoline, jet fuel, kerosene, naphtha and gas oil.
Average freight rates in this market improved in 1997 over 1996. However, rates
reached a very high level in the first quarter of 1997 but receded gradually
after that. The decline was the result of higher refinery throughput in
industrialized countries as well as reduced growth in oil product imports in the
Pacific region due to refinery capacity additions in the area and financial
crises in Southeast Asia and Korea. Product tanker rates were at low levels in
the first quarter of 1998 as a result of a very mild winter in the U.S. and
Europe.
The improvement in tanker freight rates which began in mid-1995 continued
through 1997 with average rates increasing for all tanker size groups. The rate
gains in the last few years have been the result of high oil demand growth which
-13-
<PAGE>
together with a modest increase in the supply of tankers have created a better
tanker supply/demand balance. Average freight rates for Suezmaxes and Very Large
Crude Carriers early in 1998 were higher than the rates prevailing in the same
period a year ago, but lower for Aframax tankers. Tanker freight rates are
expected to improve further due to the general strength of the world economy,
the expected continued increase in oil demand growth (notwithstanding the
financial crises in Southeast Asia and Korea) the large proportion of old tanker
tonnage relative to the orderbook and the continued focus of governments and
charterers on safe, well maintained tonnage.
FOREIGN OVERVIEW
The Company currently operates a wholly-owned foreign flag fleet consisting
of thirteen product carriers and six crude oil tankers (five Suezmaxes and one
Aframax). Additionally, the fleet's results include two crude oil carriers and
one drybulk carrier owned approximately 50 percent with joint venture partners
and four chartered-in tankers.
The Company's Suezmax fleet is one of the largest independent fleets in the
world. The Company has targeted the Suezmax market segment due to the
flexibility of the Suezmax tankers to engage in long-haul and short-haul trades,
as well as the growth potential in the crude oil market. To take advantage of
the upward freight rate trend in the crude tanker market, the Company is
building five double-hulled Suezmax tankers, with an option for two more; four
for a cost of approximately $54 million per vessel and one for approximately $50
million. Three of these new vessels will be delivered mid-1998, one in the first
quarter of 1999 and one in the second quarter of 2000. In addition, OMI placed
an order for two 35,000 dwt. product carriers, for a cost of approximately $30
million per vessel for delivery in the second half of 1999.
The following chart illustrates the fluctuation of daily TCE rates for
product carriers and Suezmax tankers and volatility of both markets by quarter
for 1997 and the first quarter 1998 (TCE's, or time charter equivalent rates
equate spot market rates with time charter rates by deducting voyage expenses
from voyage revenues):
[QUARTERLY TCE RATES FOR TANKERS--CHART]
1997Q1 1997Q2 1997Q3 1997Q4 1998Q1
------ ------ ------ ------ ------
$000's/Per Day
Product .............. 19,400 13,900 12,000 10,900 7,400
Crude ................ 22,500 22,900 23,500 25,700 26,800
Product rates represent Caribbean/U.S. Atlantic Coast Voyage for mid-1980s built
vessels. Crude rates represent West Africa/ U.S. Atlantic Coast Voyage for
mid-1970s built vessels.
Source: Fearnleys, Oslo
-14-
<PAGE>
DOMESTIC OVERVIEW
During the past few years management of OMI has disposed of most of its
U.S. flag vessels. In September 1997, OMI agreed, as part of the final step to
owning a purely international fleet, to acquire Marine Transport Lines,
Inc.("MTL"), a privately owned company specializing in U.S. marine and
transportation services, principally to the energy and chemical industries. In
connection with the acquisition of MTL, OMI plans to spin off as a tax free
distribution to shareholders, the entity holding and operating its foreign
assets ("New OMI"). New OMI will retain the OMI name and will be managed by
OMI's current management. The transaction is subject to a number of conditions,
any of which may be waived by OMI, including the receipt by OMI of a favorable
private letter ruling from the Internal Revenue Service ("IRS") and OMI
shareholder approval. A favorable ruling was received from the IRS in April
1998, and the transaction is expected to be completed in June 1998.
OTHER
Interest expense historically has been a significant factor in the
Company's financial performance. During the three months ended March 31,1997,
net corporate debt was reduced by $50.8 million and by year end 1997 was reduced
further by an additional $23.4 million. In January 1997, proceeds of $40.0
million from the sale of the OMI COLUMBIA were used to pay down debt. In April
1997, the Company again refinanced its remaining debt at more favorable rates
and paid down $16.9 million in debt from the sale of the ALTA in May 1997. This
net decrease in average debt outstanding, along with reduced interest rates and
increased capitalized interest, resulted in a reduction in interest expense from
$4.1 million in the first quarter 1997 to $2.1 million in the first quarter
1998.
RESULTS OF OPERATIONS
Results of operations of OMI include operating activities of the Company's
vessels. The discussion that follows explains the Company's operating results in
terms of net voyage revenues, which equals voyage revenues minus vessel and
voyage and operating lease 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 revenues are precorded
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 a bareboat charter, the charterer assumes all
operating expenses; as a result, the revenue rate is likely to be lower than a
time charter. Under a voyage charter, revenue is calculated based on the amount
of cargo carried, nearly all expenses are for the ship owner's account and the
length of the charter is one voyage. Revenues therefore 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 bunker prices.
Vessel expenses included in net voyage revenues discussed above include
operating expenses for items such as crew payroll/benefits/travel, stores,
maintenance and repair, drydock, insurance and other miscellaneous vessel
expenses. These expenses are a function of the fleet size, utilization levels
for certain expenses and requirements under laws, by charterers and Company
standards. Insurance expense varies with the overall insurance market conditions
as well as the insured's loss record, level of insurance and desired coverage.
-15-
<PAGE>
VOYAGE REVENUES LESS VESSEL AND VOYAGE EXPENSES
Net voyage revenues of $14.9 million for the three months ended March 31,
1998 increased by a net $1.1 million from $13.8 million for the same period in
1997. Changes in net voyage revenues for the three months ended 1998 compared to
1997 are discussed as follows by the market segments in which OMI primarily
operates.
(IN THOUSANDS)
FOR THE THREE MONTHS ENDED MARCH 31, 1998 1997
- --------------------------------------------------------------------------------
VOYAGE REVENUES:
Domestic ............................................. $ 22.0 $ 23.7
Foreign:
Product Carrier Fleet .............................. 13.3 17.5
Crude Oil Tanker Fleet ............................. 26.8 15.0
All Other .......................................... -- 1.3
-------------------
Total ........................................... $ 62.1 $ 57.5
===================
VESSEL, VOYAGE AND OPERATING LEASE EXPENSES:
Domestic ............................................. $ 20.3 $ 22.7
Foreign:
Product Carrier Fleet .............................. 7.8 10.0
Crude Oil Tanker Fleet ............................. 19.1 10.9
All Other .......................................... -- .1
-------------------
Total ........................................... $ 47.2 $ 43.7
===================
NET VOYAGE REVENUES:
Domestic ............................................. $ 1.7 $ 1.0
Foreign:
Product Carrier Fleet .............................. 5.5 7.5
Crude Oil Tanker Fleet ............................. 7.7 4.1
All Other .......................................... -- 1.2
-------------------
Total ........................................... $ 14.9 $ 13.8
===================
FOR THE THREE MONTHS ENDED MARCH 31, 1998 VERSUS MARCH 31, 1997
DOMESTIC
Domestic net voyage revenues increased $.7 million to $1.7 million for the
three months ended March 31, 1998, as compared to $1.0 million for the same
period in 1997.
Increases in net voyage revenues were attributable to adjustments on the
three product carriers related to income of approximately $1.5 million from a
governmental program which provided subsidy on the three vessels whose contracts
have expired. Final rates related to the contracts were approved in the first
quarter 1998. Increases in net voyage revenue were offset by decreases of
approximately $0.8 million relating to 143 additional offhire days on domestic
vessels in the first quarter 1998 compared to the same period in 1997.
On January 31, 1997, the OMI COLUMBIA, a crude oil tanker which transports
Alaskan North Slope oil for a major oil company, was sold and leased back under
a charter agreement terminating December 31, 2002. OMI continues to operate the
OMI COLUMBIA. A gain of approximately $25 million was deferred and is currently
being amortized to the end of the lease term.
The three remaining vessels in the domestic fleet are currently in lay up.
Two of the vessels were redelivered in February and April 1997 having been on
long-
-16-
<PAGE>
term time charters with the U.S. Military Sealift Command. One of the vessels
was then on another time charter until February 1998. The third vessel was on
time charter in 1996 which ended in February 1997. The Company is currently
considering two potential charter opportunities for these vessels.
FOREIGN
Foreign net voyage revenues of $13.2 million in the first quarter 1998
increased $0.4 million from $12.8 million in the comparable period in 1997.
Included in this increase are decreases in other net voyage revenue of $1.2
million primarily relate to the sale of the LPG carrier which was disposed of in
March 1997. In addition, the cost of bunkers for the vessels declined
approximately 30 percent in 1998 as compared to 1997. Other changes are
discussed as follows according to the two foreign market segments in which OMI
primarily operates.
PRODUCT CARRIER FLEET
The product carrier fleet consisted of thirteen vessels (ten Handysize and
three Panamaxes) at March 31, 1998 as compared to twelve vessels (nine Handysize
and three Panamaxes) at March 31, 1997. The Company maintained a mix of
approximately seven product carriers on time charters of which four were
redelivered during the first quarter of 1998 and one in April 1998. The rates on
the two remaining time charters fluctuate with the market, similar to spot
charters. These two vessels are participating in a new marketing pool which
primarily trades in the Far East. The pool was formed in late 1997 by a 50
percent owned joint venture.
Net voyage revenues decreased by $2.0 million for the three months ended
March 31, 1998 compared to the same period in 1997. This decrease is a result of
the decline in rates for product tankers operating in the spot market in 1998,
as previously discussed above. Substantially all product tankers are operating
in the spot market at this time. Additionally, one vessel, the ELBE, operated in
the clean products market in the first quarter of 1997 and is operating in the
crude oil segment in 1998, resulting in a decrease in net voyage revenue in the
clean product segment of $0.9 in 1998. Decreases in net voyage revenue were
partially offset by $0.8 million generated by the SEVERN, a vessel acquired in
April 1997.
CRUDE TANKER FLEET
At March 31,1998, the crude fleet consisted of six wholly-owned vessels
(five Suezmaxes and one Aframax) and four chartered-in Suezmaxes;
ten are currently operating in the spot market and one vessel is operating on a
time charter. In 1997, OMI owned seven vessels, with three of these vessels
operating in the spot market.
Net voyage revenues generated by the crude tanker fleet increased by $3.6
million in 1998 compared to the same period in 1997 primarily for four reasons;
first, due to improved freight rates resulting from better market conditions in
1998. In addition, in order to maximize profits on voyages, the Company attempts
to triangulate voyages for the newer ships; that is, lessen the amount of the
ballast leg (the part of the voyage where no cargo is carried), in order to
increase the utilization of the vessel; second, due to decreases in fuel expense
for vessels operating in the spot market; third due to three vessels
chartered-in during the first quarter 1998 compared to no vessels being
chartered-in the first quarter 1997; and fourth, revenue generated by ELBE which
operated as a clean product carrier in 1997.
-17-
<PAGE>
OTHER OPERATING EXPENSES
The Company's operating expenses, other than vessel and voyage expenses
consist of depreciation and amortization and general and administrative
expenses. For the three months ended March 31, 1998, these expenses increased
$1.2 million to $12.1 million, from $10.9 million for the same period in 1997.
General and administrative expenses increased $1.0 million primarily due to
increases in salary expense and professional fees expensed in connection with
the spin-off transaction. The increase in depreciation expense of $0.2 million
relates to the SEVERN which was purchased in April 1997 offset by decreases in
the ALTA depreciation due to its sale in May 1997.
OTHER INCOME (EXPENSE)
Other income (expense) consists of gain on disposal of assets-net, interest
expense and interest income. Net other expense decreased by $1.6 million for the
three months ended March 31, 1998 compared to the same period in 1997. Interest
expense decreased by a net of $2.1 million due to the following: reduction in
the average mortgage debt in 1998 compared to 1997, repayment of debt from
proceeds of vessel sales, increased capitalized interest on seven vessels under
construction for three months 1998 compared to four vessels for the three months
in 1997 and lower average interest rates on corporate debt.
PROVISION (BENEFIT) FOR INCOME TAXES
The income tax provision of $1.2 million for the three months ended March
31, 1998 varied from statutory rates primarily because deferred taxes are not
recorded for equity in operations of joint ventures, net of dividends declared,
other than Amazon Transport, Inc. ("Amazon") and White Sea Holdings, Ltd.
("White Sea") as management considers such earnings to be invested for an
indefinite period.
EQUITY IN OPERATIONS OF JOINT VENTURES
Equity in operations of joint ventures decreased by $0.1 million to $1.0
million in the three months ended 1998 compared to $1.1 million for the same
period in 1997. The decrease in equity was primarily attributable to the
acquisition of a 49.9 percent owned joint venture, Mosaic Alliance Corporation
("Mosaic"). The decrease in equity of $0.3 million due to Mosaic is a result of
the Company's plan to decrease its participation in vessel-owning joint
ventures. In December 1997, Mosaic acquired the 50.1 percent interest not owned
by OMI and became a wholly-owned subsidiary of OMI.
Increases in equity in operations of joint ventures offsetting the
aforementioned decreases relate to Amazon, a 49 percent owned joint venture
which operates one crude oil tanker, the SETTEBELLO. The equity in earnings for
Amazon increased by approximately $0.3 million in 1998 as compared to the same
period in 1997, due to better rates in 1998.
BALANCE SHEET
On February 3, 1998, the Company entered into an agreement for the sale of
the TANANA for $45.5 million. The TANANA, a vessel with a net book value of
$39.0 million, has been reclassified on the Condensed Consolidated Balance Sheet
as vessel held for sale, and its related long-term debt of $30.2 million was
reclassified to current. The vessel will be delivered to its new owners in
August 1998.
-18-
<PAGE>
CASH FLOWS
Cash and cash equivalents of $24.1 million at March 31, 1998 decreased $8.4
million from a balance of $32.5 million at December 31, 1997. The Company's
working capital of $21.0 million increased $1.2 million from working capital of
$19.8 million at December 31, 1997. Current assets increased $30.6 million
primarily due to the vessel held for sale of $39.0 at December 31, 1998. Current
liabilities increased $29.3 million primarily due to the increase in current
maturities of long-term debt of $30.2 million also related to the vessel held
for sale. Net cash used by operating activities decreased $1.0 million to $2.3
million for the three months ended March 31, 1998 compared to the three months
ended March 31, 1997.
Cash provided by financing activities was $9.1 million in 1998 compared to
cash used of $50.6 million for the three months ended 1997. The Company drew
down $10.0 million under its line of credit in the first quarter of 1998, which
was repaid in April 1998. Payments on long-term debt of $50.8 million were made
in 1997. Of this amount, $40 million was used to prepay debt and $10.8 million
was used for scheduled debt repayments.
The Company operates in a capital-intensive industry and augments cash
generated by operating activities with debt and sales of vessels that no longer
fit the Company's strategy. Cash used by investing activities was $15.2 million
in 1998 compared to cash provided of $23.1 million in the three months ended
March 31, 1997. Net proceeds of $50.9 million were received in the first quarter
of 1997 from the sale of the OMI COLUMBIA of $40.0 million and the LPG of $10.0
million. In 1998, OMI paid $10.9 million in scheduled construction in progress
payments on its newbuilding vessels and approximately $1.0 million in capital
expenditures for improvements on various vessels.
FINANCING FACILITIES
During the first quarter of 1997, OMI negotiated a new bank credit facility
(the "Credit Facility") with certain of its existing lenders. The obligations
under the Credit Facility will be assumed by UBC at the time of the
Distribution. The Credit Facility provides for a line of credit in the amount of
$133.0 million (not to exceed 70 percent of the fair market value of the vessels
securing the loan). On April 1, 1997, OMI drew down $101.1 million which was
used to repay $44.7 million outstanding under a previous credit agreement, $45.0
million outstanding under lines of credit and a ship mortgage of $11.4 million.
The Credit Facility is secured by eleven vessels at March 31, 1998. The notes
under the Credit Facility bear interest at LIBOR plus a margin ranging from
60-95 basis points which is computed based on OMI's funded debt to equity ratio
and interest coverage ratio. The agreement, which expires in March 2002,
provides for nine semi-annual reductions in the amount which can be outstanding;
the first five are $5.5 million, the next four are $8.9 million and the balance
is due at maturity. As long as the available balance of the credit facility
exceeds the outstanding loan balance and the collateral tests are met, current
amortization is not required. In the event any vessels collateralizing the
agreement are sold, the Credit Facility shall be reduced by up to 100 percent of
the sales proceeds; however, the Company is permitted to substitute another
vessel as collateral. The Credit Facility contains financial covenants with
respect to cash, interest rate coverage, net worth and funded debt to equity. At
March 31, 1998, the Company is in compliance with all of its financial
covenants.
During October 1997, the Company signed agreements with lenders for two new
revolving credit facilities in the amounts of $50.0 million and $75.0 million.
-19-
<PAGE>
These revolving credit facilities are to be used to finance, on an interim
basis, the acquisition of vessels and will be secured by such vessels. Amounts
drawn on the revolving credit facilities are to be repaid no later than six
months after drawdown. The revolving credit facilities will bear interest at
LIBOR plus a margin ranging from 55 to 80 basis points which is computed based
on the Company's funded debt to total capitalization ratio and interest coverage
ratio. As of March 31, 1998, neither credit facility have been drawn on. The new
revolving credit facilities contain the same financial covenants as the
facilities described above.
In May 1998, the Company signed a commitment letter for a revolving credit
facility in the amount of $53.0 million. This revolving credit facility will be
used to partially finance the two newly constructed product tankers upon their
respective delivery dates from the shipyard and to refinance two Panamax product
tankers. Amounts drawn are to be repaid in ten years for the newbuildings and in
five years for the Panamaxes. The revolving credit facility will bear interest
at LIBOR plus a margin ranging from 65 to 95 basis points which is computed
based on the Company's funded debt to total capitalization ratio of funded debt
to equity. Dividends paid in any year are limited to 50 percent of net income in
that year.
Certain of the loan agreements of the Company's subsidiaries contain
restrictive covenants requiring minimum levels of cash or cash equivalents,
working capital and net worth, maintenance of specified financial ratios and
collateral values, and restrict the ability of the Company's subsidiaries to pay
dividends to the Company. These loan agreements also contain various provisions
restricting the right of OMI and/or its subsidiaries to make certain
investments, to place additional liens on the property of certain of OMI's
subsidiaries, to incur additional long-term debt, to make certain payments, to
merge or to undergo a similar corporate reorganization, and to enter into
transactions with affiliated companies.
The Company believes that the actions it has taken in the last year to
improve its liquidity and financial position will give the Company greater
flexibility to fund its vessel acquisition program and finance its other cash
needs.
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, 1998, no such deficiencies have been funded.
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
moderate impact on operating expenses, drydocking expenses and corporate
overhead.
YEAR 2000
The "Year 2000 issue" arises from the fact that many computer hardware and
software systems use only two digits to represent the year. As a result, these
systems may not calculate dates beyond 1999, which may result in system
failures. The Company has taken steps to ensure that its systems will be year
2000 compliant. The Company has been in the process over the last year in
upgrading its hardware and software systems for business reasons other than Year
2000 compliance. Therefore, the Company believes, after conversion to the new
systems, the Year 2000 issue will not pose significant operational problems for
its computer systems. However, the Year 2000 readiness of the Company's
customers, suppliers and business partners may vary.
-20-
<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
Reference to Proxy/Prospectus filed with Securities and Exchange
Commission May 15, 1998.
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, 1998.
B. REPORTS ON FORM 8-K
As filed on May 11, 1998.
-21-
<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 11,1997 BY: /s/ CRAIG H. STEVENSON, JR.
---------------------------------
CRAIG H. STEVENSON, JR.
PRESIDENT CHIEF EXECUTIVE
OFFICER AND DIRECTOR
DATE: MAY 11, 1997 BY: /s/ VINCENT DE SOSTOA
---------------------------------
VINCENT DE SOSTOA
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
-22-
<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-31-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 24,099
<SECURITIES> 0
<RECEIVABLES> 22,645
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 101,977
<PP&E> 537,104
<DEPRECIATION> 200,612
<TOTAL-ASSETS> 515,797
<CURRENT-LIABILITIES> 80,977
<BONDS> 115,292
0
0
<COMMON> 21,541
<OTHER-SE> 201,235
<TOTAL-LIABILITY-AND-EQUITY> 525,196
<SALES> 0
<TOTAL-REVENUES> 62,520
<CGS> 0
<TOTAL-COSTS> 47,218
<OTHER-EXPENSES> 12,107
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,056
<INCOME-PRETAX> 3,406
<INCOME-TAX> 1,161
<INCOME-CONTINUING> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,245
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
