<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 JUNE 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
Former Name: OMI Corp.
Former Address: 90 Park Avenue
New York, NY 10016
Former Fiscal Year: Not applicable
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 JULY 30, 1999:
Common Stock, par value $.50 per share, 6,555,368 shares
<PAGE> 2
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
<S> <C>
Condensed Consolidated Statements of Operations for the three
months and six months ended June 30, 1999 and 1998 4
Condensed Consolidated Balance Sheets -
June 30, 1999 and December 31, 1998 5
Condensed Consolidated Statements of Changes in Shareholders'
Equity for the six months ended June 30, 1999 and for the
year ended December 31, 1998. 6
Condensed Consolidated Statements of Cash Flows for
the six months ended June 30, 1999 and 1998 7
Notes to Condensed Consolidated Financial Statements 8-11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11-15
PART II: OTHER INFORMATION 16
SIGNATURES 17
</TABLE>
<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 Six Months Ended
June 30, June 30,
1999 1998 1999 1998
--------- --------- --------- ---------
Revenues:
<S> <C> <C> <C> <C>
Voyage revenues ............... $ 32,934 $ 50,692 $ 65,200 $ 112,762
Other operating revenues ...... 5,251 3,689 10,538 4,156
--------- --------- --------- ---------
38,185 54,381 75,738 116,918
--------- --------- --------- ---------
Operating expenses:
Vessel and voyage ................ 29,974 48,436 60,796 95,654
Depreciation and amortization .... 3,340 6,844 6,671 14,334
General and administrative ....... 3,546 5,128 6,836 9,745
--------- --------- --------- ---------
36,860 60,408 74,303 119,733
--------- --------- --------- ---------
Operating income (loss) ............ 1,325 (6,027) 1,435 (2,815)
Other income (expenses):
Net gain (loss) on disposal of
assets ......................... 44 (13) 44 537
Interest expense ................. (639) (5,025) (1,189) (7,081)
Interest income .................. 398 3,204 728 3,862
Equity in income of unconsolidated
joint ventures ................. -- 831 -- 1,873
--------- --------- --------- ---------
Net other income(expenses) ......... (197) (1,003) (417) (809)
--------- --------- --------- ---------
Income (loss) before income
taxes ............................ 1,128 (7,030) 1,018 (3,624)
Provision (benefit) for income
taxes ............................ 441 (40,046) 409 (38,885)
--------- --------- --------- ---------
Net income ......................... $ 687 $ 33,016 $ 609 $ 35,261
========= ========= ========= =========
Basic earnings per common share:
Net income ......................... $ .11 $ 7.18 $ .10 $ 7.91
========= ========= ========= =========
Diluted earnings per common share:
Net income ......................... $ .10 $ 7.06 $ .09 $ 7.77
========= ========= ========= =========
</TABLE>
See notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, 1999 December 31,
ASSETS (Unaudited)1 1998 (1)
--------------- ----------------
Current assets:
<S> <C> <C>
Cash and cash equivalents ............................... $ 5,849 $ 8,652
Receivables, less allowances of $193 in 1999 and $509 in
1998 ................................................... 14,523 13,624
Prepaid expenses and other current assets ............... 4,838 6,664
--------- ---------
Total current assets ...................................... 25,210 28,940
Marketable securities and cash held in capital construction
fund ...................................................... 4,154 4,069
Vessels and other property ................................ 106,359 106,481
Less: accumulated depreciation and amortization ........... (71,391) (67,703)
--------- ---------
Vessels and other property-net .......................... 34,968 38,778
Vessel drydocking costs ................................... 6,011 7,429
Note receivable ........................................... 9,000 9,000
Other assets and deferred charges ......................... 6,949 6,602
Goodwill .................................................. 11,310 11,652
--------- ---------
TOTAL ASSETS .............................................. $ 97,602 $ 106,470
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................ $ 8,177 $ 9,604
Accrued income taxes .................................... 318 --
Accrued liabilities ..................................... 5,885 8,092
Current portion of debt ................................. 3,614 3,034
--------- ---------
Total current liabilities ................................. 17,994 20,730
Advance time charter revenues and other liabilities ....... 1,250 1,500
Deferred gain on sale of vessels .......................... 19,593 21,258
Deferred income taxes ..................................... 21,087 22,902
Long-term debt ............................................ 21,085 24,111
Shareholders' equity ...................................... 16,593 15,969
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY ................. $ 97,602 $ 106,470
========= =========
(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.
</TABLE>
5
<PAGE> 6
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Accumulated
Retained Other Other
Capital Earnings Comprehensive Comprehensive
Shares (1) Amount Surplus (Deficit) Income Income
<S> <C> <C> <C> <C> <C> <C>
Balance as of Dec 31, 1997 4,307 $2,154 $206,105 $8,979 $4,890
Comprehensive income:
Net income (loss) 33,072 $33,072
Net unrealized gain (loss) on
securities, net of tax
benefit of $16 (29) (29)
------------------
Comprehensive income $33,043
------------------
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) (4,912)
Purchase of treasury stock
---------------------------------------------------------------------------
Balance as of Dec 31, 1998 6,555 $3,277 $25,461 $(11,996) $(51)
Comprehensive income:
Net income (loss) 609
Comprehensive income 14
---------------------------------------------------------------------------
Balance at June 30, 1999 6,555 $ 3,277 $ 25,461 $ (11,385) $(37)
===========================================================================
</TABLE>
<TABLE>
<CAPTION>
Restricted Treasury
Stock Stock Total
<S> <C> <C> <C>
Balance as of Dec 31, 1997 $(1,105) $----- $ 221,023
Comprehensive income:
Net income (loss) 33,072
Net unrealized gain (loss) on
securities, net of tax
benefit of $16 (29)
Comprehensive income
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 (249,911)
Purchase of treasury stock (722) (722)
------------------------------------------
Balance as of Dec 31, 1998 $ ----- $(722) $ 15,969
Comprehensive income:
Net income (loss) 609
Comprehensive income 14
------
623
------------------------------------------
Balance at June 30, 1999 $ ----- $(722) $ 16,593
==========================================
</TABLE>
(1) Restated to give retroactive effect to 1 for 10 reverse stock split.
See notes to Condensed Consolidated Financial Statements
7
<PAGE> 7
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1999 1998
--------------- -----------------
<S> <C> <C>
CASH FLOW PROVIDED (USED) BY OPERATING ACTIVITIES:
Net cash provided (used) by operating activities $ 6,271 $ (1,823)
CASH FLOW PROVIDED (USED) BY INVESTING ACTIVITIES:
Additions to vessels and other property (501) (53,969)
Proceeds and interest received and reinvested in Capital
Construction Fund (73) (184)
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 from Capital Construction Fund ----- 7,090
Purchase of MTL, net of cash acquired ----- (4,519)
Additions to vessel drydocking costs (841) ----
--------------- -----------------
Net cash provided (used ) by investing activities (1,415) (66,099)
--------------- -----------------
CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES:
Payment of lease obligation (5,214) (3,378)
Proceeds from issuance of long-term debt ----- 72,637
Payments for debt issue costs ----- (221)
Net proceeds from issuance of common stock ----- 11,250
Payment of long-term debt (2,445) (34,698)
--------------- -----------------
Net cash provided (used ) by financing activities (7,659) 45,590
--------------- -----------------
Increase (decrease) in cash and cash equivalents (2,803) (22,332)
Cash and cash equivalents at beginning of period 8,652 32,489
=============== =================
Cash and cash equivalents at end of period $ 5,849 $ 10,157
=============== =================
</TABLE>
See notes to Condensed Consolidated Financial Statements.
8
<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
9
<PAGE> 9
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 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 six months ended June 30,
1998, assuming consummation of the Acquisition and Distribution as of January 1,
1998 are as follows (in thousands):
<TABLE>
<CAPTION>
Six Months Ended June 30,
1998
-------------------------
<S> <C>
Revenues $ 59,341
Vessel, voyage and lease expense 52,233
General and administrative expense 13,793
(Loss) before other income (expense),
income taxes, and cumulative
effect of change in accounting
principle (6,148)
--------
Loss before cumulative effect of change
in accounting principle (4,608)
--------
Net loss $ (4,608)
========
Basic and diluted earnings per common share:
Net loss $ (0.74)
</TABLE>
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
10
<PAGE> 10
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 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 6,206,000 and 4,455,000 for the six months ended
June 30, 1999 and 1998, respectively; and 6,207,000 and 4,600,000 for the three
months ended June 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 6,515,000 and 4,537,000 for the six months ended June 30,
1999 and 1998, respectively; and 6,567,000 and 4,675,000 for the three months
ended June 30, 1999 and 1998, respectively.
NOTE 4 - INCOME TAXES
The provision for income taxes on income varies from the statutory rates as
follows (in thousands):
11
<PAGE> 11
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
JUNE 30,
------------------------------------------
1999 1998
------------------- -------------------
<S> <C> <C>
Provision (benefit) calculated at statutory rates $ 356 $ (1,268)
Adjustment for equity in operations of certain
joint ventures --- (37,617)
Other 53 ---
=================== ===================
Provision (benefit) for income taxes $ 409 $ (38,885)
=================== ===================
</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.
NOTE 5 - LONG-TERM DEBT AND CREDIT ARRANGEMENTS
At June 30, 1999 Long-Term Debt consisted of the following (in thousands):
<TABLE>
<S> <C>
Term loan $ 17,257
Revolving credit facility 1,050
Subordinated debt due to New OMI 6,093
Promissory note due to New OMI 299
------
Total debt 24,699
Less current portion 3,614
------
Long-term portion $ 21,085
======
</TABLE>
All debt at June 30, 1999 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 that is determined by certain financial ratios (spreads at June
30, 1999 ranged from 1.25% to 2.25%). 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 June 30, 1999 the unused and available
revolving credit facility totaled $ 1,950,000.
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 June 30, 1999 the Company had
outstanding an interest rate swap with a notional amount of $18,984,326 which
effectively fixed the base interest rate on the Company's term loans at 4.75%
for a three-year period.
12
<PAGE> 12
The term loan is payable in sixteen simultaneous quarterly installments through
June 18, 2003; the first fifteen 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.
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 are
pledged as collateral to secure the debt outstanding under the term loan and
revolving credit facility agreements. At June 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 OF 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 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.
13
<PAGE> 13
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.
The product carrier fleet transports refined petroleum products such as
gasoline, jet fuel, kerosene, naphtha and gas oil, as well as other
non-petroleum products. 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.
14
<PAGE> 14
The rate gains in the last few years have been the result of high oil demand
growth 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.
The above comments pertain to the major parts of the Company's business prior to
the Acquisition and Distribution. Following the Acquisition and Distribution,
the market for the Company's major businesses can be described as follows:
Energy and Chemical Transportation: MTC's shipping philosophy is to serve the
chemical and petroleum liquid bulk market for large commercial customers. In a
number of cases, the Company has entered into long-term contracts of
affreightment providing for base amounts of cargo to be shipped on an annual
schedule of voyages on its vessels. Three vessels operate under long-term
contracts to third party customers who pay all direct costs of operating the
vessels. Spot market movements are used to fill out cargo capacity on vessels
not used for contract tonnage. Contracts are renewed periodically (contract
terms range from one to five years) and rate fluctuations due to a changing
market environment are generally not as large as experienced in the spot market
for chemical and petroleum tankers. Most of the Company's commercial vessels
operate in the protected U.S. Jones Act market.
Lightering Services: MTC provides lightering services in the Gulf of Mexico
through its subsidiary MTL Petrolink. The Company timecharters-in four
international flag Aframax tankers, and frequently charters in on a spot basis
other vessels to augment its services. MTL Petrolink provides assist vessels,
equipment and personnel to discharge large crude oil vessels offshore and
deliver cargo to U.S. ports in the Gulf of Mexico. MTL Petrolink also provides
vessel repair services.
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.
MTC manages one of the largest U.S.- based fleets. Management contracts 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
15
<PAGE> 15
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.
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO JUNE 30, 1998
Voyage revenues decreased by $17.8 million for the three months and decreased by
$47.6 million for the six months ended June 30, 1999 as compared to June 30,
1998. The primary reason for the substantial decrease in revenues is the
exclusion of the Company's international businesses in 1999. In the three months
and six months ended June 30, 1998, the international business reported revenues
of $31.5 million and $71.5 million respectively. This decrease was 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 MTL.
Other operating revenues for all periods primarily represent revenues from ship
management services, with the increases in 1999 ship management revenues
attributable to the Acquisition of MTL.
Vessel and voyage operating expenses decreased primarily as a result of the
impact of the Distribution (international businesses that were separated from
the Company in June, 1998). This decrease in expense was partially offset by the
addition of vessels from MTL.
Operating expenses decreased by $23.5 million for the three months and $45.4
million for the six months ended June 30, 1999 due primarily to the Distribution
in June, 1998 that separated the foreign fleet. This decrease was partially
offset by the operation of additional vessels and the additions of vessels from
MTL.
The significant decrease in interest expense results from lower borrowings by
the Company (mostly arising from the transfer to OMI
16
<PAGE> 16
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.
LIQUIDITY AND CAPITAL RESOURCES
Cash balances of $5.8 million as of June 30, 1999 include cash drawn from the
Company's revolving credit facilities of $1.1 million. Concurrent with the
Acquisition and Distribution, the Company restructured various loan agreements,
including those of MTL. At June 30, 1999, the Company had total borrowings under
these agreements of approximately $24.7 million. Other forms of cash available
for operations and investment by the Company include $4.1 million in marketable
securities and cash held in the capital construction fund. These amounts are
before applicable income taxes payable on amounts withdrawn from their current
use.
Cash balances, available 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 Company continues negotiations with the owner of two chemical/petroleum
products vessels for the purchase of the vessels by assumption of the
outstanding mortgage debt on the vessels in the aggregate amount of
approximately $22.5 million.
The existing charter of the vessel MARINE COLUMBIA to BP Oil Shipping Company
USA, which was due to expire in December, 2002, is currently under renegotiation
and may be extended until November 2006. As part of the charter extension
agreement, vessel management and operations would be performed by an affiliate
of the charterer.
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 September 30,
1999. 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
Consolidated Financial Statements for the six month period ended June 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
17
<PAGE> 17
operating results. These actions include: reduction of salary and employment
expenses, decrease in office rental commitments and decreases in other
administrative expenses which will reduce total general and administrative
expenses by approximately $8 million 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 will be replaced.
Management does not anticipate material expenditures for certification or
replacement. This phase is substantially 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 is being 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. 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 is being surveyed and tested by Company personnel or independent
third parties. Most systems have manual backup procedures or systems in the
event of failure and contingency plans are being developed for critical systems
and forseeable events. Management expects to complete this testing
18
<PAGE> 18
prior to projected impact dates of Year 2000.
Administration: the impact of Year 2000 problems on the Company's computer
systems and those systems of third parties, such as vendors, customers and
banks. The Company may replace 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.
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.
19
<PAGE> 19
PART II: OTHER INFORMATION
There have been no material developments since the previously reported legal
proceedings.
Item 2. Changes in Securities.
- None -
Item 3. Exhibits and Reports on Form 8-K
(a) Exhibits
- None -
(b) Reports on Form 8-K.
- None -
20
<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: July 30, 1999 MARINE TRANSPORT CORPORATION
By: /s/ Richard T. du Moulin
-------------------------------------
Richard T. du Moulin
President and Chief Executive Officer
Date: July 30, 1999 By: /s/ Mark L. Filanowski
--------------------------------------
Mark L. Filanowski
Senior Vice President and Chief Financial
Officer
21
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