<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
For the quarterly period ended SEPTEMBER 30, 1999
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
000-11573
MARINE TRANSPORT CORPORATION
(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.)
1200 HARBOR BOULEVARD, C-901, WEEHAWKEN, NJ 07082-0901
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code 201-330-0200
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 NOVEMBER 15, 1999 :
-------------------
Common Stock, par value $.50 per share, 6,555,368 shares
<PAGE> 2
<TABLE>
<CAPTION>
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
INDEX
PART I: FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
<S> <C>
Condensed Consolidated Statements of Operations for the three months
and nine months ended September 30, 1999 and 1998 4
Condensed Consolidated Balance Sheets - September 30, 1999 and
December 31, 1998 5
Condensed Consolidated Statements of Changes in Shareholders' Equity
for the nine months ended September 30, 1999 and for the year ended
December 31, 1998 6
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 1999 and 1998 7
Notes to Condensed Consolidated Financial Statements 8-12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12-18
PART II: OTHER INFORMATION 19
SIGNATURES 20
</TABLE>
2
<PAGE> 3
PART 1: ITEM 1: FINANCIAL INFORMATION
SUMMARY OF CERTAIN TRANSACTIONS AFFECTING THE COMPANY
Marine Transport Corporation ("MTC" or the "Company"), formerly named OMI Corp.,
was established in its present form through a series of transactions,
culminating June 17, 1998 through which OMI Corp.: (a) acquired Marine Transport
Lines, Inc. in a stock-for-stock exchange (the "Acquisition") and (b)
distributed to its shareholders the stock of a newly created Marshall Islands
corporation named OMI Corporation ("New OMI") containing OMI Corp.'s
international businesses (the "Distribution"). OMI Corp. then changed its name
to Marine Transport Corporation.
Upon completion of the Distribution, the assets, liabilities and equity for OMI
Corp.'s international businesses were removed from the Company's balance sheet
at their recorded values. For periods prior to the Distribution, the historical
financial statements of the Company reflect the financial position and results
of operations of OMI Corp. as reported for such periods including the
international businesses. For periods subsequent to the Acquisition and
Distribution, the Company's financial statements include the assets,
liabilities, equity and operation of OMI Corp.'s domestic business and reflect
the Acquisition of Marine Transport Lines, Inc. under the purchase method of
accounting. The financial position and results of operations of the Company
should be read and analyzed with careful consideration of the above
transactions and presentations.
Notes 1 and 2 to the Condensed Consolidated Financial Statements of Marine
Transport Corporation and Subsidiaries more fully describe the Acquisition and
Distribution transactions and the impact of these transactions on the
consolidated financial statements.
3
<PAGE> 4
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
-------------- ------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Voyage revenues........................ $32,158 $25,381 $ 97,358 $138,143
Other operating revenues............... 4,646 5,047 15,184 9,202
------- ------- -------- --------
36,804 30,428 112,542 147,345
------- ------- -------- --------
Operating expenses:
Vessel and voyage......................... 29,626 27,859 90,422 123,509
Depreciation and amortization............. 3,017 3,746 9,688 18,080
General and administrative................ 3,803 2,922 10,639 12,669
------- ------- -------- --------
36,446 34,527 110,749 154,258
------- ------- -------- --------
Operating income (loss)..................... 358 (4,099) 1,793 (6,913)
Other income (expenses):
Net gain (loss) on disposal of assets..... -- -- 44 537
Interest expense.......................... (513) (681) (1,702) (7,762)
Interest income........................... 346 311 1,074 4,172
Equity in income of unconsolidated
joint ventures.......................... -- 262 -- 2,136
------- ------- -------- --------
Net other income(expenses).................. (167) ( 108) (584) (917)
------- ------- -------- --------
Income (loss) before income taxes........... 191 (4,207) 1,209 (7,830)
Provision (benefit) for income taxes........ 96 (1,420) 505 (40,304)
------- ------- -------- --------
Net income (loss)........................... $ 95 $(2,787) $ 704 $ 32,474
======= ======= ======== ========
Basic earnings per common share:
Net income (loss)........................... $ .02 $ (0.46) $ .11 $ 6.51
======= ======= ======== ========
Diluted earnings per common share:
Net income (loss)........................... $ .02 $ (0.46) $ .11 $ 6.51
======= ======= ======== ========
</TABLE>
See notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30,
1999 December 31,
ASSETS (Unaudited)(1) 1998(1)
--------------- ----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents............................... $ 8,905 $ 8,652
Receivables, less allowances of $193 in 1999 and $509 in
1998................................................. 14,646 13,624
Prepaid expenses and other current assets............... 4,583 6,664
--------------- ----------------
Total current assets...................................... 28,134 28,940
Marketable securities and cash held in capital
construction fund......................................... 4,174 4,069
Vessels and other property, ............................ 128,620 106,481
Less: accumulated depreciation and amortization........... (73,255) (67,703)
--------------- ----------------
Vessels and other property-net.......................... 55,365 38,778
Vessel drydocking costs................................... 5,082 7,429
Note receivable........................................... 9,000 9,000
Other assets and deferred charges......................... 6,656 6,602
Goodwill.................................................. 11,161 11,652
--------------- ----------------
TOTAL ASSETS.............................................. $ 119,572 $ 106,470
=============== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................ $ 9,940 $ 9,604
Accrued income taxes.................................... 309 --
Accrued liabilities..................................... 6,413 8,092
Current portion of debt................................. 5,999 3,034
--------------- ----------------
Total current liabilities................................. 22,661 20,730
Advance time charter revenues and other liabilities....... 674 1,500
Deferred gain on sale of vessels.......................... 18,685 21,258
Deferred income taxes..................................... 19,860 22,902
Long-term debt............................................ 41,023 24,111
Shareholders' equity...................................... 16,669 15,969
--------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY................. $ 119,572 $ 106,470
=============== ================
</TABLE>
(1) The balance sheet as of December 31, 1998 has been derived from the audited
financial statements as of that date, but does not include all the information
and footnotes required by generally accepted accounting principles for complete
financial statements. See notes to Condensed Consolidated Financial Statements.
5
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MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
Retained
Capital Earnings
Shares (1) Amount Surplus (Deficit)
<S> <C> <C> <C> <C>
Balance as of Dec 31, 1997 4,307 $2,154 $206,105 $8,979
Comprehensive income:
Net income (loss) 33,072
Net unrealized gain (loss) on
securities, net of tax
benefit of $16
Comprehensive income
Exercise of stock options 5 2 210
Retirement of minority
shareholders' equity interest
in subsidiary (681)
Amortization of unearned
compensation
Issuance of common stock 2,243 1,121 10,779
Spin-off of foreign subsidiaries (190,952) (54,047)
Purchase of treasury stock
-----------------------------------------------------
Balance as of Dec 31, 1998 6,555 $3,277 $25,461 $(11,996)
Comprehensive income:
Net income (loss) 704
Comprehensive income
-----------------------------------------------------
Balance at September 30,1999 6,555 $ 3,277 $ 25,461 $ (11,292)
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other Other
Comprehensive Comprehensive Restricted Treasury
Income Income Stock Stock Total
<S> <C> <C> <C> <C> <C>
Balance as of Dec 31, 1997 $4,890 $(1,105) $----- $ 221,023
Comprehensive income:
Net income (loss) $33,072 33,072
Net unrealized gain (loss) on
securities, net of tax
benefit of $16 (29) (29) (29)
-------------
Comprehensive income $33,043
=============
Exercise of stock options 212
Retirement of minority
shareholders' equity interest
in subsidiary (681)
Amortization of unearned
compensation 1,105 1,105
Issuance of common stock 11,900
Spin-off of foreign subsidiaries (4,912) (249,911)
Purchase of treasury stock (722) (722)
----------------------------------------------------------------------------
Balance as of Dec 31, 1998 $(51) $ ---- $(722) $ 15,969
Comprehensive income:
Net income (loss) 704
Comprehensive income (4) (4)
----
700
----------------------------------------------------------------------------
Balance at September 30,1999 $(55) $ ----- $(722) $ 16,669
============================================================================
</TABLE>
(1) Restated to give retroactive effect to 1 for 10 reverse stock split.
See notes to Condensed Consolidated Financial Statements
6
<PAGE> 7
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1999 1998
--------------- -----------------
<S> <C> <C>
CASH FLOW PROVIDED (USED) BY OPERATING ACTIVITIES:
Net cash provided (used) by operating activities $ 10,672 $ 3,914
CASH FLOW PROVIDED (USED) BY INVESTING ACTIVITIES:
Additions to vessels and other property (346) (61,418)
Proceeds and interest received and reinvested in Capital
Construction Fund (109) (203)
Payment for the retirement of minority shareholders'
interest ----- (1,917)
Cash distributed as part of spin off of UBC's net asset ----- (12,600)
Proceeds of sale of vessel 642 708
Proceeds from Capital Construction Fund ----- 7,090
Purchase of MTL, net of cash acquired ----- (4,519)
Additions to vessel drydocking costs (802) ----
-------------- ---------------
Net cash provided (used) by investing activities (615) (72,859)
-------------- ---------------
CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES:
Payment of lease obligations (7,311) (4,614)
Purchase of treasury stock ----- (722)
Proceeds from issuance of long-term debt ----- 72,637
Payments for debt issue costs ----- (211)
Net proceeds from issuance of common stock ----- 11,250
Payment of long-term debt (2,493) (36,774)
--------------- -----------------
Net cash provided (used) by financing activities (9,804) 41,566
--------------- -----------------
Increase (decrease) in cash and cash equivalents 253 (27,379)
Cash and cash equivalents at beginning of period 8,652 32,489
--------------- -----------------
Cash and cash equivalents at end of period $ 8,905 $ 5,110
=============== =================
</TABLE>
See notes to Condensed Consolidated Financial Statements.
7
<PAGE> 8
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Marine Transport Corporation ("MTC" or the "Company"), formerly OMI Corp., is a
U.S.-based company that owns and charters a fleet of ocean-going vessels which
it operates in domestic and international markets. The Company also manages
vessels for other shipowners.
On June 17, 1998 the Company distributed to its shareholders, in a tax-free
distribution (the "Distribution"), all of the shares of its wholly owned
subsidiary Universal Bulk Carriers, Inc. ("UBC"). UBC operated the Company's
former foreign-flagged shipping businesses, and continues to operate those
businesses as OMI Corporation ("New OMI") under the Company's previous
management.
Prior to the Distribution, the Company acquired all of the outstanding common
stock of Marine Transport Lines, Inc.("MTL"), a U.S.-based company that owns,
operates and manages U.S. and foreign-flagged vessels, in exchange for the
consideration described in Note 2 (the "Acquisition"). The Company is currently
managed by certain former officers and directors of MTL and additional new
directors. The Company trades under the symbol "MTLX" and is listed on the
NASDAQ National Market.
Unless otherwise indicated, amounts reflected in the accompanying unaudited
condensed consolidated financial statements for prior years include the results
of UBC through June 17, 1998, and the results of MTL subsequent to June 17,
1998. Immediately following the Acquisition and Distribution, the Company
completed a one-for-ten reverse stock split. All share and per share amounts
have been retroactively restated to reflect the reverse stock split.
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 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 1998
financial statements to conform to their 1999 presentation. Reference is made to
MTC's Form 10-K for the year ended December 31, 1998 and the Form S-1 filed on
May 15, 1998 for additional information.
NOTE 2 - ACQUISITION AND DISTRIBUTION
As consideration for the Acquisition: (a) the Company issued common stock of OMI
Corp. with a market value of $5,000,000 to the shareholders of MTL; (b) the
Company issued a certain number of shares of newly-issued common stock to the
shareholders of MTL; and (c) shareholders of MTL became entitled to additional
shares of the Company's newly-issued common stock, determined by the outcome of
certain post-transaction calculations. The Acquisition was valued at
approximately $11,886,000 representing the Company's fair value of MTL at the
date the transaction
8
<PAGE> 9
was completed plus the fair value of additional shares issued as a purchase
price adjustment for working capital amounts in excess of pre-established levels
per the Acquisition Agreement. The Acquisition has been accounted for as a
purchase.
The pro forma unaudited results of operations for the nine months ended
September 30, 1998, assuming consummation of the Acquisition and Distribution as
of January 1, 1998 are as follows (in thousands):
Nine Months
Ended
September 30,
1998
----
Revenues $ 93,924
Vessel, voyage and lease expense 88,063
General and administrative expense 17,257
(Loss) before other income (expense)
and income taxes (11,396)
--------
Net loss $ (9,220)
========
Basic and diluted earnings per common share:
Net loss $(1.85)
As part of the Distribution, MTC is party to certain agreements with New OMI,
including the following:
Distribution Agreement-The Distribution Agreement provides for, with certain
exceptions, assumptions of liabilities and cross-indemnities designed
principally to place financial responsibility for the domestic-related
liabilities with MTC and the foreign-related assets and liabilities with New
OMI. New OMI, however, assumed the obligations of the Company with respect to
the Company's 10.25 percent Senior Notes due November 1, 2003 in exchange for a
note in the amount of $6.4 million, which was equivalent in value to the
principal amount of the Senior Notes then outstanding. The Distribution
Agreement also provides that each of MTC and New OMI will indemnify the other in
the event of certain liabilities arising under the Federal securities laws. Each
of MTC and New OMI will have sole responsibility for claims arising out of
respective activities after the Distribution.
The Distribution Agreement also provides that, except as otherwise set forth
therein or in any other agreement, all costs or expenses incurred on or prior to
the date of the Distribution in connection with the Distribution will be charged
to and paid by the party incurring such costs or expenses. Except as set forth
in the Distribution Agreement or any related agreement, each party shall bear
its own costs and expenses incurred after the date of the Distribution.
As part of the Distribution Agreement, New OMI has, subject to certain
exceptions, provided indemnity to MTC for all taxes attributable to the
Distribution and to certain corporate restructuring transactions preceding the
Distribution.
Tax Cooperation Agreement-Prior to the Distribution, MTC and New OMI entered
into a Tax Cooperation Agreement which sets forth each party's
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<PAGE> 10
rights and obligations with respect to Federal, state, local and foreign taxes
for periods prior to and after the Distribution and related matters such as
filing of tax returns and conducting audits and other proceedings. In general,
the Tax Cooperation Agreement provides that New OMI will be liable for taxes and
be entitled to refunds for each period covered by any such return which are
attributable to New OMI and its subsidiaries. Though valid as between the
parties thereto, the Tax Cooperation Agreement is not binding on the IRS and
does not alter either party's tax liability to the IRS.
Acquisition Agreement-The Acquisition Agreement provided for an adjustment in
the purchase price of Marine Transport Lines, Inc. based on working capital
amounts as of the date of the Acquisition compared to certain pre-established
levels. The purchase price adjustment was made by increasing the number of
shares of the Company which were exchanged for MTL's shares. In December 1998,
MTC issued approximately 312,000 shares of its common stock to former MTL
shareholders pursuant to this provision.
NOTE 3 - EARNINGS PER COMMON SHARE
The computation of basic earnings per share is based on weighted average number
of common shares outstanding of 6,205,000 and 4,988,000 for the nine months
ended September 30, 1999 and 1998, respectively; and 6,205,000 and 6,050,000 for
the three months ended September 30, 1999 and 1998, respectively. The
computation of diluted earnings per share, which assumes the exercise of all
dilutive stock options using the treasury method, is based on the weighted
average number of common shares outstanding of 6,245,000 and 4,988,000 for the
nine months ended September 30, 1999 and 1998, respectively; and 6,261,000 and
6,050,000 for the three months ended September 30, 1999 and 1998, respectively.
NOTE 4 - INCOME TAXES
The provision for income taxes varies from the statutory rates as follows (in
thousands):
<TABLE>
<CAPTION>
For the nine
Months ended
September 30,
---------------------------------
1999 1998
--------- ----------
<S> <C> <C>
Provision (benefit) calculated at statutory rates $ 423 $ (2,741)
Adjustment for equity in operations of certain
Joint ventures --- (37,563)
Other 82 ---
------ ---------
Provision (benefit) for income taxes $ 505 $ (40,304)
====== =========
</TABLE>
As a result of the Distribution in 1998, the subsidiary holding the Company's
foreign shipping businesses became a decontrolled corporation for income tax
purposes. Accordingly, the Company will not be subject to income taxes
applicable to the future operations of these businesses and the balance of
deferred income taxes of approximately $38,900,000 at the date of the
Distribution related to such operations was credited to income. This income tax
credit accounts for almost all of the Company's net income for the six month
period ended June 30, 1998 and will not recur in subsequent periods.
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NOTE 5 - LONG-TERM DEBT AND CREDIT ARRANGEMENTS
At September 30, 1999 Long-Term Debt consisted of the following (in thousands):
Term loan $ 16,461
Revolving credit facility 2,800
Subordinated debt due to New OMI 6,092
Promissory note due to New OMI 299
Title XI debt 21,370
---------
Total debt 47,022
Less current portion 5,999
---------
Long-term portion $ 41,023
=========
All debt at September 30, 1999, with the exception of the Title XI debt, was
created or amended concurrently with the Acquisition. The term loan and
revolving credit facility of the Company accrues interest at a floating rate
based on LIBOR (the London Interbank Offering Rate) plus a margin (which can
range from 1.25% to 2.25%) that is determined by certain financial ratios (the
spread at September 30, 1999 was 1.50%). The Company pays a commitment fee each
quarter on the portion of the revolving credit agreement facility that is unused
and available during the quarter. At September 30, 1999 the unused and available
revolving credit facility totaled $200,000.
The subordinated debt bears interest at a fixed dollar amount payable
semi-annually over the term of the note which results in an average annual
interest rate of 12.71%. The principal is payable in semi-annual installments of
$175,000 through May 1, 2003 with a final installment of $4,693,000 on November
1, 2003. The promissory note bears interest at 8% and is payable in semi-annual
installments of principal and interest through May 1, 2003, with principal
payments equaling approximately $37,000.
The Company uses interest rate swaps to manage interest costs and those risks
associated with changing interest rates. At September 30, 1999 the Company had
outstanding an interest rate swap with a notional amount of $17,638,743 which
effectively fixed the base interest rate on the Company's term loans at 4.75%
until December 17, 2001.
The term loan is payable in fifteen simultaneous quarterly installments through
June 18, 2003; the first fourteen installments total $797,372 each; and the
final installment totals $5,297,362. The revolving credit facility reduces to
$2,000,000 on June 18, 2001 and expires on June 18, 2003.
On September 28, 1999 the vessels SMT Chemical Trader and SMT Chemical Explorer
(formerly the Frances Hammer and Julius Hammer, respectively) were acquired by
two wholly-owned subsidiaries of the Company. The acquisition price was
$21,370,000 which represented the remaining principal on two loans guaranteed by
the United States Department of Transportation Maritime Administration (the
"Title XI debt"), which loans were assumed by the Company's subsidiaries. The
loans, which have an interest rate of 8.125%, are payable in fourteen
semi-annual installments which total $2,385,000 in 2000; $2,719,000 in 2001;
$2,962,000 in 2002;
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$2,938,000 in 2003; $3,348,000 in 2004; $3,823,000 in 2005; and $3,195,000 in
2006. The obligations impose semi-annual declining penalties on any prepayment
until September 2005. Occidental Petroleum Corporation, the former guarantor of
the Title XI debt, continues to provide a reducing guaranty in favor of the
United States of America of up to $6,000,000. The Company and Stolt-Neilsen S.A.
also severally guarantee all the Title XI debt with the Company providing a 75%
guaranty and Stolt providing a 25% guaranty. The Company's Marketable Securities
and Cash held in the Capital Construction Fund, which currently totals
$4,174,000 has also been pledged as security for the Title XI debt and may,
under certain circumstances, be employed to reduce the outstanding principal
amount of the Title XI debt.
The Company's debt obligations restrict the Company's ability to pay or declare
dividends and require the Company to maintain certain financial ratios, minimum
cash balances, minimum asset values, and to reduce debt with the proceeds
derived from the sale of any vessels. In addition, the Company's vessels
(excepting the recently acquired SMT Chemical Explorer and SMT Chemical Trader,
which are encumbered under their respective mortgages) are pledged as collateral
to secure the debt outstanding under the term loan and revolving credit facility
agreements. At September 30, 1999 the Company was in compliance with all
covenants imposed by its debt agreements.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company is a party to a number of litigation and arbitration proceedings
arising from its operations. Such actions are covered by insurance or, in the
opinion of management are of such a nature that the ultimate liability, if any,
would not have a material adverse effect on the operations or financial position
of the Company.
PART I: ITEM 2:
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS FOF OPERATIONS
Marine Transport Corporation ("MTC" or "the Company"), formerly OMI Corp., was
established in its present form through a series of transactions, culminating
June 18, 1998, through which OMI Corp. acquired Marine Transport Lines, Inc. in
a stock-for-stock exchange (the "Acquisition") and then distributed to its
shareholders a subsidiary containing its international business (the
"Distribution"). OMI Corp. then changed its name to Marine Transport
Corporation.
Upon completion of the Distribution, the assets, liabilities and equity related
to OMI Corp.'s international businesses were removed from the Company's balance
sheet at their recorded values. For periods prior to the Distribution, the
historical financial statements of the Company reflect the financial position
and results of operations of OMI Corp. as reported for such periods. For periods
subsequent to the Acquisition and Distribution, the Company's financial
statements include the assets, liabilities, equity and operations of OMI Corp.'s
domestic business and
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<PAGE> 13
reflect the Acquisition of Marine Transport Lines, Inc. under the purchase
method of accounting. The comparisons of financial position and results of
operations should be read with consideration of the above transactions and
presentations. Users of these financial statements should be aware that future
results of operations will significantly differ from the historical results of
operations because of the changes in the Company which occurred as a result of
the transactions described.
Certain pro forma financial information has been presented to give effect to the
Acquisition and Distribution as if such events had occurred on January 1, 1998.
The pro forma information does not purport to represent what the operations
actually would have been or to project operating results for any projected
period. The pro forma financial information is based on certain assumptions the
Company believes are reasonable. See Notes to the Condensed Consolidated
Financial Statements.
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, as well as potential impacts
of the Year 2000 issue on the Company. Wherever used, the words "expect",
"plan", "anticipate" and similar expressions identify forward-looking
statements. Such statements are based on management's current expectations and
are subject to a number of uncertainties and risks that could cause actual
results to differ materially from those described in the forward-looking
statements. 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.
The following presentation of management's discussion and analysis of Marine
Transport Corporation's financial condition and results of operations should be
read in connection with the Condensed Consolidated Financial Statements,
accompanying notes thereto and other financial information appearing elsewhere
in this document, as well as the Form S-1 filed on May 15, 1998 which fully
describes the Acquisition and Distribution, and the documents incorporated by
reference thereto.
MARKET OVERVIEW
Prior to the Acquisition and Distribution, OMI Corp's major business was
providing seaborne transportation services for crude oil and refined petroleum
products in two distinct international market segments: Suezmax tankers and
Handymax product tankers. These businesses were separated from the company and
distributed to its shareholders in the Distribution. In addition, as a separate
domestic business segment, the Company provided lightering services in the Gulf
of Mexico, operated four tank vessels in the U.S. Jones Act trade and provided
ship management services to the US Government for its Ready Reserve fleet. These
businesses were combined with those of MTL in the Acquisition in June, 1998. The
market for the Company's present businesses can be described as follows:
Energy and Chemical Transportation: MTC operates a fleet of tankers used in
carriage of liquid chemical and petroleum cargoes for contract customers and
spot market movements in domestic and international trades. The Company owns ten
vessels used in this trade (including the vessels Chemical Explorer and Chemical
Trader discussed below) and in turn charters these vessels, or contracts for
utilization of space aboard the
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vessels, with owners of the products moved by the vessels. The Company's primary
customers are large oil or chemical companies or traders who sell products to
large oil or chemical companies. During the quarter ended September 30,1999 the
Company chartered in an additional tanker and cargo space on two others to
provide capacity for contracts recently awarded to the Company. Most of the
Company's vessels operate in the protected U.S. Jones Act trades.
During the three months ended September 30, 1999, the Company purchased the
vessels Chemical Explorer and Chemical Trader. These vessels are chartered to a
joint venture which is 75% owned by MTC and 25% owned by Stolt Nielsen, the
largest chemical parcel tanker operator in the world. Operating results of this
joint venture are consolidated with MTC's financial statements. These two
vessels presently operate in international markets.
The Company also provides lightering services in the Gulf of Mexico through its
subsidiary MTL Petrolink, Inc. MTL Petrolink charters in Aframax tankers and
provides assist vessels to discharge large crude oil vessels offshore and
deliver the cargo to U.S. ports in the Gulf of Mexico.
Ship Management: MTC provides ship management services to industrial ship owners
who use vessels in parts of their own businesses, and to the U.S. government for
its Ready Reserve Fleet. Ship management includes technical operation and
maintenance, crewing, regulatory compliance and other aspects of ship operation.
Including its owned and managed vessels, totaling 40 vessels MTC manages one of
the largest U.S.- based fleets. Management contracts with outside customers
range in length from one to five years in remaining term.
RESULTS OF OPERATIONS
The Company's vessels 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 recorded and expenses are allocated. Under a time charter,
revenue is measured based on a daily or monthly rate and the charterer assumes
certain voyage expenses, such as fuel and port charges. Under a bareboat
charter, the charterer assumes all voyage and operating expenses; therefore, 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, most expenses are
for the shipowner'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 revenues 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 such as crew payroll/benefits/travel, stores, maintenance and
repairs, drydock, and insurance. 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.
14
<PAGE> 15
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO SEPTEMBER 30,
1998
Voyage revenues increased by $6.8 million for the three months and decreased by
$40.8 million for the nine months ended September 30, 1999 as compared to
September 30, 1998. The primary reason for the substantial decrease in revenues
for the nine months ended September 30 is the exclusion of the Company's
international businesses in 1999, which reported $71.5 million dollars in
revenues in 1998(see Note 2). These changes were partially offset by increases
in revenues due to changes in market demand for certain vessels which were not
operational in 1998, but were in operation for a large part of the 1999
reporting period, as well as the addition of vessels from the acquisition of
MTL. The revenue increase for the three months ended September 30, 1999 as
compared to September 30, 1998 is primarily due to the operation of certain
vessels that were not fully operational during the third quarter of 1998, which
was partially offset by the weaker demand of the lightering services in the U.S.
Gulf of Mexico.
Other operating revenues for all periods primarily represent ship management
services. The decrease in the three months ended September 30, 1999 as compared
to 1998 is due to the reduction in management contracts as a result of a vessel
being scrapped. The increase in the nine months ended September 30, 1999 as
compared to the nine months ended September 30, 1998 is attributable to the
Acquisition of MTL.
Vessel and voyage operating expenses for the nine months ended September 30,
1999 versus the nine months ended September 30,1998 decreased primarily as a
result of the impact of the Distribution (international businesses that were
separated from the Company in June, 1998,see Note 2) and increased for the three
months ended September 30,which were partially offset by the addition of vessels
from MTL.
Operating expenses increased by $1.9 million for the three months and $43.5
million for the nine months ended September 30, 1999 as compared to the prior
year periods due primarily to the Distribution in June 1998 that separated the
foreign fleet. These changes were partially offset by the operation of formerly
laid-up vessels in 1999.
The significant decrease in interest expense results from lower borrowings by
the Company (mostly arising from the transfer to OMI Corporation of long-term
debt in connection with the Distribution) as well as lower interest rates for
current periods.
Equity in income of unconsolidated joint ventures primarily represents
investments the Company had in vessels used in international trade which were
part of the Distribution.
Recent increases in the price of oil had a related impact on the price of fuel
consumed by the Company's vessels. Depending on a particular vessel's trade or
customer, the impacts of rising fuel prices on operating results vary. For
example, vessels involved in spot market trading frequently see immediate spot
market rate changes to compensate for changes in fuel prices. Many of the
Company's contracts of affreightment contain fuel escalation clauses to
partially compensate for increases in fuel costs beyond a certain threshold. For
those vessels on time charter or bareboat charter, fuel increases are the
responsibility
15
<PAGE> 16
of the customer. Therefore, although the impact of fuel price increases is
generally negative, it is mixed.
LIQUIDITY AND CAPITAL RESOURCES
Cash balances of $8.9 million as of September 30, 1999 include cash drawn from
the Company's revolving credit facilities of $2.8 million. Concurrent with the
Acquisition and Distribution, the Company restructured various loan agreements,
including those of MTL. At September 30, 1999, the Company had total borrowings
under these agreements and the assumption of debt obligations associated with
two recently acquired chemical tankers as discussed below, of approximately
$47.0 million.
Cash balances, existing credit facilities, and anticipated cash flow from
operations are expected to be sufficient to meet the Company's normal operating
requirements, including scheduled debt service payments.
OTHER OPERATING MATTERS
The existing charter of the vessel MARINE COLUMBIA to BP Oil Shipping Company
USA ("BP"), which was due to expire in December, 2002, has been extended until
November 2006. Under the new agreement, the existing timecharter to BP has been
terminated and the vessel is now bareboat chartered to Alaska Tanker Company for
use in BP's Alaskan operations. Performance under this bareboat charter has been
guaranteed by Standard Oil Company of Ohio, a BP affiliate.
The Company and the Stolt-Nielsen Transportation Group Ltd. ("SNTG"), a
subsidiary of Stolt-Nielsen S.A. formed a joint venture company, Stolt Marine
Tankers LLC ("SMT"), to manage the operations of two chemical parcel tankers,
SMT Chemical Trader and SMT Chemical Explorer, which were acquired from
Occidental Chemical Corporation ("Oxy") by wholly-owned subsidiaries of the
Company on September 28, 1999. In connection with this transaction, SMT and Oxy
have entered into a long-term contract for the carriage of certain Oxy cargo.
The Company with its new partner SNTG have also concluded a Network Alliance to
focus on providing domestic chemical marine transportation services to their
mutual customers.
In June, 1998 the Company was awarded contracts to manage ten vessels to replace
seventeen vessels currently managed under contracts with the U.S. Maritime
Administration ("MARAD") which were due to expire in June, 1998. MARAD
subsequently rescinded awards to all awardees, and has resolicited proposals for
management of its fleet. Expired contracts were extended until January 31, 2000.
The Company has submitted proposals to MARAD for new awards, but cannot
anticipate the outcome of this process.
PRO FORMA FINANCIAL INFORMATION
Pro forma financial information included in the notes to the unaudited condensed
financial statements for the nine month periods ended September 30, 1998 present
certain historical financial information as if the Acquisition and Distribution
occurred on January 1, 1998. Although this pro forma financial information is
based on reasonable assumptions applied to past financial events, management has
taken certain actions subsequent to the Acquisition which it expects will
improve the future operating results. These actions include: reduction of salary
and employment expenses, decrease in office rental commitments and decreases
16
<PAGE> 17
in other administrative expenses which will reduce total general and
administrative expenses by approximately $8 million dollars on an annualized
basis as compared to that amount allocated to the Company's Domestic Business on
a historical basis; employment of the layed up vessel Courier on a two year
charter at profitable rates, and implementation of plans for other layed up
vessels to profitably employ these vessels; and, expansion of the Company's ship
management business.
AGREEMENTS
As part of the Distribution, the Company is party to certain agreements with OMI
Corporation (New OMI), its former subsidiary. Certain provisions of these
agreements are summarized in Note 2 of the Condensed Consolidated Financial
Statements included herein and the agreements are included in the Company's Form
S-1 dated May 15, 1998.
EFFECTS OF INFLATION
The Company does not consider inflation to be a significant risk to the cost of
doing business in the foreseeable future. Inflation has a moderate impact on
operating expenses, drydocking expenditures and corporate overhead.
YEAR 2000
MTC's management has identified the following areas of concern relating to the
Year 2000 issue and has determined appropriate courses of action as described
below. Internally generated funds will be used to fund testing, improvements or
replacements where necessary.
Navigation of vessels: the potential impact of failure of embedded
microprocessor chips on navigational equipment. All critical equipment on each
of the Company's vessels has been identified and vendors have been contacted for
certification for Year 2000 compliance. Where manufacturers cannot provide
certification for critical equipment, non-compliant equipment was replaced. No
material expenditures for certification or replacement of equipment has been
necessary. This phase is complete.
Communications: the potential failure of computer equipment used for
communications ship-to-shore and with other third parties ashore. All equipment
used for ship-to-shore communication has been tested for compliance by the
Company or an independent third party and will be replaced where necessary; most
of this equipment consists of personal computers, off the shelf software and
small servers. The cost of testing and replacement is not expected to be
significant. In connection with administrative changes discussed above, new
providers of communication services have been employed. This phase is
substantially complete.
Operations: the potential failure of embedded microprocessor chips on power,
steering and cargo systems aboard vessels. Critical machinery has been
identified and surveyed and tested by Company personnel or independent third
parties. Most systems have manual backup procedures or systems in the event of
failure. Contingency plans will be in place to address problems as they may
occur at critical dates. This phase is substantially complete.
Administration: the impact of Year 2000 problems on the Company's computer
systems and those systems of third parties, such as vendors, customers and
17
<PAGE> 18
banks. The Company is replacing existing administrative (including accounting)
software and hardware used in related applications prior to the projected impact
dates of Year 2000. The cost of replacement of these systems is expected to
exceed $600,000. This expenditure was planned because of the recent changes in
the Company's operation, but implementation has been accelerated as a result of
identified Year 2000 problems. Required hardware and software has been purchased
and installed, and changeover to the new systems is in process.
Management is not certain of the preparedness of all of its third party
relations, and the potential impact of failure of their systems on the Company's
results of operations, liquidity and financial condition. Interruption of
services provided by the Company's vessels could result from many factors for
which the Company relies on third parties, such as delivery of equipment, fuel
and personnel, availability of assist vessels to enter and leave ports,
availability of cargo to haul and capacity to discharge ashore and availability
of repair facilities. Management is aware that most of its important customers
(mostly large, multi-national companies), and the Company's banks, are studying
Year 2000 issues and implementing changes where appropriate.
18
<PAGE> 19
PART II: OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Pursuant to that bareboat charter made as of August 26, 1999 between Marine
Columbia, LLC ("MC")(a limited liability company which is 100% owned by a
subsidiary of the registrant) and Alaska Tanker Company, LLC ("ATC") for the
vessel MARINE COLUMBIA, the vessel was delivered by MC to ATC on August 26, 1999
and accepted by ATC. By letter dated November 4, 1999, counsel for ATC advised
MC that in the course of dry docking and opening up MARINE COLUMBIA, ATC
discovered certain conditions allegedly related to the vessel's class which,
based upon preliminary estimates, will result in claims by ATC against MC in
excess of $2 million and may approach $3 million. The expiration date of the
bareboat charter between ATC and MC is November 16, 2006 and the $2 million to
$3 million to which the November 4, 1999 letter refers represents approximately
2 to 3 average months of the charter hire payable by ATC to MC under the
bareboat charter. Should ATC formally institute proceedings against MC, those
proceedings would be subject to the arbitration clause in the bareboat charter.
Item 2. Changes in Securities.
- None -
Item 3. Exhibits and Reports on Form 8-K
(a) Exhibits
- None -
(b) Reports on Form 8-K.
During the quarter ended September 30, 1999, the Company filed the
following reports on Form 8-K:
- None -
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 15, 1999 MARINE TRANSPORT CORPORATION
--------------------------
By: /s/ Richard T. du Moulin
-------------------------------
Richard T. du Moulin
President and Chief Executive
Officer
Date: November 15, 1999 By: /s/ Mark L. Filanowski
-------------------------- -------------------------------
Mark L. Filanowski
Senior Vice President and
Chief Financial Officer
20
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