<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, 2000
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 3, 2000:
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
----
<S> <C>
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Operations for the
three months and nine months ended September 30, 2000 and
1999 (unaudited) 3
Condensed Consolidated Balance Sheets - September 30, 2000
and December 31, 1999 (unaudited) 4
Condensed Consolidated Statements of Changes in Shareholders'
Equity for the nine months ended September 30, 2000 and for
the year ended December 31, 1999 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2000 and 1999 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11-14
PART II: OTHER INFORMATION 15
SIGNATURES 16
</TABLE>
2
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PART 1: ITEM 1: FINANCIAL INFORMATION
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
September 30, Ended September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Voyage revenues............ $ 62,989 $ 32,158 $ 151,925 $ 97,358
Other operating revenues... 5,273 4,646 19,174 15,184
--------- --------- ---------- ---------
68,262 36,804 171,099 112,542
--------- --------- ---------- ---------
Operating expenses:
Vessel and voyage............. 54,062 29,626 146,299 90,422
Depreciation and amortiza-
tion........................ 4,058 3,017 11,612 9,688
General and administrative.... 4,322 3,803 12,328 10,639
--------- --------- ---------- ---------
62,442 36,446 170,239 110,749
--------- --------- ---------- ---------
Operating income ............... 5,820 358 860 1,793
Other income (expenses):
Interest expense.............. (667) (513) (2,181) (1,702)
Interest income............... 328 346 1,064 1,074
Minority Interest............. 142 -- 537 --
Net gain on disposal of
assets...................... -- -- -- 44
--------- --------- ---------- ---------
Net other expenses.............. (197) (167) (580) (584)
--------- --------- ---------- ---------
Income before income taxes and
extraordinary item.............. 5,623 191 280 1,209
Provision for income taxes...... (2,038) (96) (389) (505)
--------- --------- ---------- ---------
Income (loss) before
extraordinary item............ 3,585 95 (109) 704
Extraordinary income from
extinguishment of debt, net
of income taxes of $352....... -- -- 654 --
--------- --------- ---------- ---------
Net income ..................... $ 3,585 $ 95 $ 545 $ 704
========= ========= ========== =========
Basic earnings per common share:
Income (loss) before
extraordinary item............ $ .58 $ .02 $ (.02) $ .11
Extraordinary income, net of
income taxes.................. -- -- .10 --
--------- --------- ---------- ---------
Net income ..................... $ .58 $ .02 $ .08 $ .11
========= ========= ========== =========
Diluted earnings per common share:
Income (loss) before
extraordinary item.............. $ .58 $ .02 $ (.02) $ .11
Extraordinary income, net of
income taxes.................... -- -- .10 --
--------- --------- ---------- ---------
Net income ....................... $ .58 $ .02 $ .08 $ .11
========= ========= ========== =========
</TABLE>
See notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30,
2000 December 31,
ASSETS (Unaudited) 1999 (1)
----------- --------
<S> <C> <C>
Current assets:
Cash and cash equivalents............................... $ 5,088 $ 4,658
Receivables, less allowances of $357 in 2000 and $193 in
1999................................................ 29,319 19,886
Prepaid expenses and other current assets............... 2,117 4,482
----------- ----------
Total current assets...................................... 36,524 29,026
Restricted cash...... .................................... 4,000 --
Marketable securities and cash held in capital construction
fund.................................................... 4,510 4,125
Vessels and other property, .............................. 131,511 128,784
Less: accumulated depreciation and amortization........... (82,348) (75,498)
----------- ----------
Vessels and other property--net......................... 49,163 53,286
Vessel drydocking costs................................... 7,287 8,643
Note receivable........................................... 9,000 9,000
Other assets and deferred charges......................... 7,285 6,769
Goodwill, net............................................. 10,586 11,016
----------- ----------
TOTAL ASSETS.............................................. $ 128,355 $ 121,865
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................ $ 20,467 $ 16,824
Accrued income taxes.................................... 900 94
Accrued liabilities..................................... 1,961 1,971
Current portion of debt................................. 5,983 5,999
----------- ----------
Total current liabilities................................. 29,311 24,888
Advance time charter revenues and other liabilities....... 987 675
Deferred gain on sale of vessels.......................... 33,448 17,790
Deferred income taxes..................................... 19,807 20,854
Long-term debt............................................ 26,497 40,214
Shareholders' equity...................................... 18,305 17,444
----------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................ $ 128,355 $ 121,865
=========== ==========
</TABLE>
(1) The balance sheet as of December 31, 1999 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.
4
<PAGE> 5
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
------------
Retained
Capital Earnings
Shares Amount Surplus (Deficit)
------ ------ ------- ---------
<S> <C> <C> <C> <C>
Balance as of December 31, 1998 6,555 $3,277 $25,461 $(11,996)
Comprehensive income:
Net income (loss) 1,624
Net unrealized gain (loss) on
securities, net of tax
benefit of $39
Comprehensive income
----- ----- ------- -------
Balance as of December 31, 1999 6,555 3,277 25,461 (10,372)
Comprehensive income:
Net income (loss) 545
Net unrealized gain (loss) on
securities, net of tax benefit
Comprehensive income
Issuance of restricted stock
awards 53 265
Amortization of deferred
compensation
===== ====== ======= ========
Balance at September 30, 2000 6,555 $3,330 $25,726 $ (9,827)
===== ====== ======= ========
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other Other
Comprehensive Comprehensive Deferred Treasury
Income Income Compensation Stock Total
------ ------ ------------ ----- -----
<S> <C> <C> <C> <C> <C>
Balance as of December 31, 1998 $(51) $ -- $(722) $ 15,969
Comprehensive income:
Net income (loss) $1,624 1,624
Net unrealized gain (loss) on
securities, net of tax
benefit of $39 (149) (149) (149)
------
Comprehensive income $1,475
======
---- ----- ----- --------
Balance as of December 31, 1999 (200) -- (722) 17,444
Comprehensive income:
Net income (loss) 545 545
Net unrealized gain (loss) on
securities, net of tax benefit 130 130 130
------
Comprehensive income $ 674
======
Issuance of restricted stock
awards (318)
Amortization of deferred
compensation 186 186
==== ====== ===== ========
Balance at September 30, 2000 $(70) $ (132) $(722) $ 18,305
==== ====== ===== ========
</TABLE>
<PAGE> 6
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
---- ----
<S> <C> <C>
CASH FLOW PROVIDED (USED) BY OPERATING ACTIVITIES:
Net cash provided by operating activities $ 26,354 $ 6,271
CASH FLOW PROVIDED (USED) BY INVESTING ACTIVITIES:
Additions to vessels and other property (3,817) (501)
Increase in restricted cash (4,000) ---
Proceeds and interest received and reinvested in Capital
Construction Fund (255) (73)
Additions to vessel drydocking costs (4,119) (841)
------- --------
Net cash provided (used) by investing activities (12,191) (1,415)
------- --------
CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES:
Payment of lease obligations -- (5,214)
Payment of long-term debt (13,733) (2,445)
------- --------
Net cash provided (used) by financing activities (13,733) (7,659)
------- --------
Increase (decrease) in cash and cash equivalents 430 (2,803)
Cash and cash equivalents at beginning of period 4,658 8,652
------- --------
Cash and cash equivalents at end of period $ 5,088 $ 5,849
======= ========
</TABLE>
See notes to Condensed Consolidated Financial Statements.
6
<PAGE> 7
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 OMI Corp. 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, OMI Corp. 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.
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 1999
financial statements to conform to their 2000 presentation. Reference is made to
MTC's Form 10-K for the year ended December 31, 1999 and the Form S-1 filed on
May 15, 1998 for additional information.
NOTE 2 - ACQUISITION AND DISTRIBUTION
As consideration for the Acquisition: (a) OMI Corp. 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 estimated 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.
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 $6,400,000
7
<PAGE> 8
(repaid in February 2000 at discount), 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 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 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 MTL 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 6,205,000 for the nine months
ended September 30, 2000 and 1999, respectively; and 6,205,000 and 6,205,000 for
the three months ended September 30, 2000 and 1999, 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 6,214,000 and 6,245,000 for the
nine months ended September 30, 2000 and 1999, respectively; and 6,205,000 and
6,261,000 for the three months ended September 30, 2000 and 1999, respectively.
NOTE 4 - LONG-TERM DEBT AND CREDIT ARRANGEMENTS
At September 30, 2000 Long-Term Debt consisted of the following (in thousands):
<TABLE>
<S> <C>
Term loan $ 12,272
Revolving credit 1,000
Promissory note due to New OMI 225
Title XI debt 18,983
------
Total debt 32,480
Less current portion 5,983
------
Long-term portion $ 26,497
------
</TABLE>
8
<PAGE> 9
All debt at September 30, 2000, with the exception of the Title XI debt, was
created or amended and restated concurrently with the Acquisition. The term loan
and revolving credit facilities of the Company accrue 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, 2000 was 1.75%). The Company pays a commitment fee
each quarter on the portion of the revolving credit agreement facilities that is
unused and available during the quarter. At September 30, 2000 the unused and
available revolving credit facilities totaled $2,000,000.
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, 2000 the Company had
outstanding an interest rate swap with a notional amount of $14,135,079 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 twelve quarterly installments through June 18, 2003;
the first eleven installments total $797,372 each; and the final installment
totals $5,297,362. The revolving credit facilities reduce to $2,000,000 on June
18, 2001 and expire 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
$21,884,000 consisting of a cash payment of approximately $514,000 and 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 Title XI debt, which has an interest
rate of 8.125%, is payable in twelve semi-annual installments whose principal
portions total $2,719,000 in 2001; $2,962,000 in 2002; $2,938,000 in 2003;
$3,348,000 in 2004; $3,822,000 in 2005; and $3,194,000 in 2006. The Title XI
debt imposes 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-Nielsen S.A. ("Stolt") 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
$4,510,000, has also been pledged as security for the Title XI debt and may,
under certain circumstances, be employed to reduce the outstanding principal
amount.
The Company's debt obligations restrict its 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, all Company assets (except for SMT
Chemical Explorer and SMT Chemical Trader, which are encumbered by their own
mortgages, and certain workboats owned by the Company's wholly-owned subsidiary,
MTL Petrolink) are pledged as collateral to secure the debt outstanding under
the term loan and revolving credit facility agreements. At September 30, 2000
the Company was in compliance with all covenants imposed by its debt agreements,
as amended.
NOTE 5 - 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
9
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ultimate liability, if any, would not have a material adverse effect on the
operations or financial position of the Company.
NOTE 6 - FINANCIAL INFORMATION RELATING TO SEGMENTS
During the period ended September 2000 and 1999 the Company operated in
following two distinct operating segments:
Ship Management ("Management") Technical management of vessels owned by others,
including vessels of the U.S. Maritime Administration ("MARAD").
Transportation Services for Energy and Chemicals ("Energy and Chemicals") Owned
and chartered-in U.S.-based vessels operating under time and voyage charters
with customers, which are primarily chemical and oil-production companies.
<TABLE>
<CAPTION>
Energy and
Management Chemicals Total
---------- --------- -----
<S> <C> <C> <C>
2000
Total revenues $ 14,753 $ 156,346 $ 171,099
Vessel and voyage expenses 8,300 138,000 146,300
Depreciation and amortization expense 1,952 9,660 11,612
------------ ------------ ------------
Segment profit $ 4,501 $ 8,686 13,187
============ ============
General & administrative expenses (12,327)
Minority interest 537
Interest expense, net (1,117)
------------
Consolidated income before income
taxes and extraordinary item $ 280
===========
Total operating assets $ 8,759 $ 91,516 $ 100,275
Corporate assets 23,121 -- 23,121
------------ ------------ -----------
Total assets $ 31,880 $ 91,516 $ 123,396
============ ============ ===========
</TABLE>
<TABLE>
<CAPTION>
Energy and
Management Chemicals Total
---------- --------- -----
<S> <C> <C> <C>
1999
Total revenues $ 15,347 $ 97,194 $ 112,541
Vessel and voyage expenses 7,878 82,543 90,421
Depreciation and amortization expense 1,846 7,842 9,688
------------ ------------ -----------
Segment profit $ 5,623 $ 6,809 12,432
============ ============
General & administrative expenses (10,639)
Interest expense, net (584)
-----------
Consolidated income before income taxes $ 1,209
===========
Total operating assets $ 9,942 $ 90,680 $ 100,622
Corporate assets 18,950 -- 18,950
------------ ------------ -----------
Total assets $ 28,892 $ 90,680 $ 119,572
============ ============ ===========
</TABLE>
10
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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.: (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 containing OMI Corp.'s international businesses (the
"Distribution"). OMI Corp. then changed its name to Marine Transport
Corporation.
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. 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 anticipated results
expressed or implied therein will not be realized.
The following presentation of management's discussion and analysis of the
Company'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, OMI Corp. 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 as a result of the Acquisition. 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 SMT Chemical Explorer and SMT
Chemical Trader discussed below) and in turn charters these vessels, or
contracts for utilization of space aboard the vessels, with owners of the
products moved by the vessels. The Company's primary customers are large oil and
chemical companies or traders who sell products to large oil and chemical
companies. Most of the Company's vessels operate in the protected U.S. Jones Act
trades.
In September of 1999, the Company purchased the U.S.-Flag vessels SMT Chemical
Explorer and SMT Chemical Trader. These vessels are chartered to a joint
venture, which is 75% owned by MTC, and 25% owned by Stolt-Nielsen
Transportation Group, Inc. Operating results of this joint venture are
consolidated with MTC's financial statements. These two
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vessels presently operate in international markets.
On March 6, 2000 Marine Transport Corporation acquired the ocean bulk
transportation businesses of Mormac Marine Group, Inc.("Mormac"), a privately
held company, in exchange for a: (a) cash payment in the amount of $100,000; and
(b) series of fixed and contingent payments to be made over the next five years.
The minimum amount payable to Mormac over the five-year period is approximately
$7 million. By entering into bareboat charters for three vessels owned by Mormac
and purchasing the stock of a Company engaged in the business of vessel
management, MTC: (a) became liable for certain costs associated with the three
vessels; (b) became entitled to the benefits of certain contractual arrangements
to which these vessels are subject; and (c) assumed the rights and obligations
arising from vessel management agreements with third parties.
The Company also provides lightering services in the Gulf of Mexico through its
subsidiary MTL Petrolink, Inc. ("Petrolink"). 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 owned and managed vessels, MTC manages a total of 40 vessels, making
it one of the largest U.S.-based fleets. Management contracts with outside
customers have remaining terms of one to five years.
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.
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO SEPTEMBER 30,
1999
Voyage revenues increased by $54.6 million for the nine months and $30.8 million
for the three months ended September 30, 2000 as compared to the respective
periods ended September 30, 1999. The following factors are reasons for the
increase: the acquisition of the vessels SMT Chemical Trader and SMT Chemical
Explorer at the end of the third quarter of 1999; the bareboat charter of three
tankers from Mormac which commenced in the first quarter of 2000; and the record
demand for MTC's lightering operations resulting from the high level of oil
imports to U.S.
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refineries.
Other operating revenues for all periods primarily represent ship management
services. The increase in the three and nine months ended September 30, 2000 as
compared to respective periods in 1999 is primarily due to increases in the fees
received to manage certain vessels and the addition of ship management fees for
vessels managed by the operations acquired from Mormac in March 2000.
Vessel and voyage operating expenses for the three and nine months ended
September 30, 2000 versus the three and nine months ended September 30, 1999
increased primarily as a result of the vessels either purchased or bareboat
chartered by MTC, fuel cost increases as described below and the increase in
hire rates paid for the vessels chartered in by Petrolink to perform its
lightering services in the U.S. Gulf of Mexico. Petrolink has recently
experienced significant increases and volatility in the rates it must pay to
charter vessels. The single largest cost in providing its lightering services.
After several months of significant losses, Petrolink's income from lightering
services and the cost of chartering in vessels stabilized in June and Petrolink
operated profitably for the quarter ended September 30, 2000.
Depending on a particular vessel's trade or customer, the impact of rising fuel
prices on operating results varies. For example, vessels 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, which 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 of the party chartering the
vessel. Overall, the increases in fuel prices negatively affect voyage
performance for MTC's vessels operating in the spot market.
The increase in interest expense results from higher borrowings by the Company
(arising from the assumption of the Title XI debt in connection with the
acquisition of the vessels SMT Chemical Trader and SMT Chemical Explorer).
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000 the Company had $2,000,000 available to borrow from the
Company's revolving credit facilities. Concurrent with the Acquisition and
Distribution, the Company entered into a new loan agreement and restructured the
loan agreement to which MTL is a party. At September 30, 2000, the Company's
total borrowings under these loan agreements plus the Title XI debt assumed to
acquire SMT Chemical Explorer and SMT Chemical Trader aggregated approximately
$32,250,000.
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. Four of the Company's
vessels are due for drydocking during the next four months at total projected
cost of at least $15,000,000. It is expected that each of these vessels will be
out of service for four to eight weeks during the period. The Company also has
plans to rebuild a vessel to join its chemical parcel business segment by
mid-2001. The Company is discussing financing alternatives with several
financial institutions to provide funds for the rebuilding project and provide
increased working capital for its scheduled drydockings.
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OTHER OPERATING MATTERS
On January 27, 2000, the Company completed a transaction which allowed it to
monetize $48,417,638 in future charter earnings to be generated by the vessel
Marine Columbia pursuant to a time charter with BP Amoco. Of this amount,
$23,417,638 was used to replace certain indebtedness associated with the vessel,
$1,000,000 was used to settle a claim against an affiliate of MTC and the
remaining $24,000,000 was transferred to an affiliate of MTC for current
operations and growth, as well as for other projects. Of the proceeds received
by the Company $1,000,000 was used to prepay a portion of the term loan
indebtedness, and $4,000,000 was pledged as collateral to secure the Company's
bank borrowings. At September 30, 2000 the amount pledged is classified as
restricted cash on the Company's Balance Sheet.
On February 7, 2000, MTC used a portion of the $24,000,000 to discharge a
promissory note to OMI Corporation with an original face amount of $6,443,000.
The outstanding balance of $5,918,000, as well as interest accrued to that date,
was extinguished with a payment of $5,100,000. The resulting extraordinary after
tax gain of approximately $649,000 ($.10 per share) is reported in the Company's
financial statements for the nine months ended September 30, 2000.
On March 6, 2000, Marine Transport Corporation acquired the ocean bulk
transportation businesses of Mormac Marine Group, Inc. ("Mormac"). The total
consideration to be paid by the Company for the Mormac businesses is based on a
series of fixed and contingent payments over the next five years, with a minimum
aggregate amount of approximately $7,000,000. The acquired operation includes
ten U.S. flag vessels, including two crude oil tankers operated by MTC for
another owner, three product carriers owned by Mormac subject to one time
charter and a contract of affreightment, and five vessels operated for the U.S.
Maritime Administration. The three Mormac product carriers are bareboat
chartered by a subsidiary of MTC and traded as part of a "pooled" fleet with
MTC's three similar product tankers, with the hope of enhancing overall
utilization and providing more flexible service to customers. Mormac's
government operation is maintained as a separate unit with its own Baltimore,
Maryland office. The total consideration to be paid by MTC for the Mormac
business is based on the performance of those businesses over a five-year
period.
In May, 2000 two subsidiaries of the Company were each awarded five-year term
contracts to manage nine vessels for the U.S. Maritime Administration ("MARAD"),
which contracts were due to expire in June 2000. MARAD subsequently extended the
contracts for another 90 days. These contracts were activated by MARAD in two
stages effective October 1, 2000 and November 1, 2000.
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.
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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.
During the period ended September 30, 2000, the Company filed the
following reports on Form 8-K:
Form 8-K dated August 30, 2000, reporting under Item 5 of Form
8-K, compliance with the net tangible minimum balance
requirement prescribed by the Nasdaq marketplace rules.
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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 3, 2000 MARINE TRANSPORT CORPORATION
By: /s/ Richard T. du Moulin
-------------------------------------
Richard T. du Moulin
President and Chief Executive Officer
Date: November 3, 2000 By: /s/ Mark L. Filanowski
-------------------------------------
Mark L. Filanowski
Senior Vice President and Chief
Financial Officer
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