<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, 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 AUGUST 15, 2000:
Common Stock, par value $.50 per share, 6,555,368 shares
1
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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, 2000 and 1999
(Unaudited) 3
Condensed Consolidated Balance Sheets - June 30, 2000 and
December 31, 1999 (Unaudited) 4
Condensed Consolidated Statements of Changes in Shareholders'
Equity for the six months ended June 30, 2000 and for the
year ended December 31, 1999 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2000 and 1999 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements 7-11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12-15
PART II: OTHER INFORMATION 16
SIGNATURES 17
</TABLE>
2
<PAGE> 3
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 For the Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues:
Voyage revenues .............. $ 51,306 $ 32,934 88,936 $ 65,200
Other operating revenues ..... 7,136 5,251 13,901 10,538
--------- --------- --------- ---------
58,442 38,185 102,837 75,738
--------- --------- --------- ---------
Operating expenses:
Vessel and voyage ............... 50,797 29,974 92,237 60,796
Depreciation and amortization ... 3,770 3,340 7,554 6,671
General and administrative ...... 4,204 3,546 8,006 6,836
--------- --------- --------- ---------
58,771 36,860 107,797 74,303
--------- --------- --------- ---------
Operating income (loss) ........... (329) 1,325 (4,960) 1,435
Other income (expenses):
Interest expense ................ (699) (639) (1,514) (1,189)
Interest income ................. 212 398 736 728
Minority Interest ............... 120 -- 395 --
Net gain on disposal of assets .. -- 44 -- 44
--------- --------- --------- ---------
Net other expenses ................ (367) (197) (383) (417)
--------- --------- --------- ---------
Income (loss) before income taxes
and extraordinary item .......... (696) 1,128 (5,343) 1,018
Benefit(provision)for income
taxes ........................... 60 (441) 1,649 (409)
--------- --------- --------- ---------
Income (loss) before
extraordinary item .............. (636) 687 (3,694) 609
Extraordinary income from
extinguishment of debt, net
of income taxes of $352 ......... -- -- 654 --
--------- --------- --------- ---------
Net income (loss) ................. $ (636) $ 687 $ (3,040) $ 609
========= ========= ========= =========
Basic earnings per common share:
Income (loss) before
extraordinary item .............. $ (.10) $ .11 $ (.60) $ .10
Extraordinary income, net of
income taxes .................... -- -- .10 --
--------- --------- --------- ---------
Net income (loss) ................. $ (.10) $ .11 $ (.50) $ .10
========= ========= ========= =========
Diluted earnings per common share:
Income (loss) before
extraordinary item .............. $ (.10) $ .10 $ (.60) $ .09
Extraordinary income, net of
income taxes .................... -- -- .10 --
--------- --------- --------- ---------
Net income (loss) ................. $ (.10) $ .10 $ (.50) $ .09
========= ========= ========= =========
</TABLE>
See notes to Condensed Consolidated Financial Statements.
3
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MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30,
2000 December 31,
ASSETS (Unaudited) 1999 (1)
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,550 $ 4,658
Receivables, less allowances of $357 in 2000 and $193
in 1999 ................................................... 19,580 19,886
Income taxes receivable ..................................... 1,104 --
Prepaid expenses and other current assets ................... 5,296 4,482
--------- ---------
Total current assets .......................................... 32,530 29,026
Restricted cash ............................................... 4,000 --
Marketable securities and cash held in capital construction
fund .......................................................... 4,414 4,125
Vessels and other property, ................................... 129,641 128,784
Less: accumulated depreciation and amortization ............... (79,960) (75,498)
--------- ---------
Vessels and other property-net .............................. 49,681 53,286
Vessel drydocking costs ....................................... 7,152 8,643
Note receivable ............................................... 9,000 9,000
Other assets and deferred charges ............................. 5,885 6,769
Goodwill, net.................................................. 10,734 11,016
--------- ---------
TOTAL ASSETS .................................................. $ 123,396 $ 121,865
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................ $ 16,269 $ 16,824
Accrued income taxes ........................................ -- 94
Accrued liabilities ......................................... 3,516 1,971
Current portion of debt ..................................... 5,810 5,999
--------- ---------
Total current liabilities ..................................... 25,595 24,888
Advance time charter revenues and other liabilities ........... 537 675
Deferred gain on sale of vessels .............................. 35,134 17,790
Deferred income taxes ......................................... 19,816 20,854
Long-term debt ................................................ 27,699 40,214
Shareholders' equity .......................................... 14,615 17,444
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY ..................... $ 123,396 $ 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
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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 Amount Surplus (Deficit) Income Income
<S> <C> <C> <C> <C> <C> <C>
Balance as of December 31, 1998 6,555 $3,277 $25,461 $(11,996) $(51)
--------- -------- ------- -------- ------- ------------
Comprehensive income:
Net income (loss) 1,624 $1,624
Net unrealized gain (loss) on
securities, net of tax
benefit of $39 (149) (149)
------------
Comprehensive income $1,475
============
--------- -------- ------- -------- -------
Balance as of December 31, 1999 6,555 3,277 25,461 (10,372) (200)
Comprehensive income:
Net income (loss) (3,040) (3,040)
Net unrealized gain (loss) on
securities, net of tax 104 104
benefit
============
Comprehensive income $(2,936)
============
Issuance of restricted stock
awards 53 265
Amortization of deferred
compensation
========= ======== ======== ========= =======
Balance at June 30, 2000 6,555 $ 3,330 $ 25,726 $ (13,412) $(96)
========= ======== ======== ========= =======
</TABLE>
(1) Restated to give retroactive effect to 1 for 10 reverse stock split. See
notes to Condensed Consolidated Financial Statements
MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Deferred Treasury
Compensation Stock Total
<S> <C> <C> <C>
Balance as of December 31, 1998 $ -- $(722) $ 15,969
--------- -------- --------
Comprehensive income:
Net income (loss) 1,624
Net unrealized gain (loss) on
securities, net of tax
benefit of $39 (149)
Comprehensive income
--------- -------- --------
Balance as of December 31, 1999 -- (722) 17,444
Comprehensive income:
Net income (loss) (3,040)
Net unrealized gain (loss) on
securities, net of tax 104
benefit
Comprehensive income
Issuance of restricted stock
awards (318)
Amortization of deferred
compensation 107 107
========= ======== ========
Balance at June 30, 2000 $ (211) $(722) $ 14,615
========= ======== ========
</TABLE>
5
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MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
2000 1999
---- ----
<S> <C> <C>
CASH FLOW PROVIDED (USED) BY OPERATING ACTIVITIES:
Net cash provided by operating activities $ 23,048 $ 6,271
CASH FLOW PROVIDED (USED) BY INVESTING ACTIVITIES:
Additions to vessels and other property (1,588) (501)
Increase in restricted cash (4,000) --
Proceeds and interest received and reinvested in Capital
Construction Fund (187) (73)
Additions to vessel drydocking costs (2,677) (841)
-------- --------
Net cash provided (used ) by investing activities (8,452) (1,415)
-------- --------
CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES:
Payment of lease obligations -- (5,214)
Payment of long-term debt (12,704) (2,445)
-------- --------
Net cash provided (used ) by financing activities (12,704) (7,659)
-------- --------
Increase (decrease) in cash and cash equivalents 1,892 (2,803)
Cash and cash equivalents at beginning of period 4,658 8,652
-------- --------
Cash and cash equivalents at end of period $ 6,550 $ 5,849
======== ========
</TABLE>
See notes to Condensed Consolidated Financial Statements.
6
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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:
7
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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 (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 6,206,000 for the six months ended
June 30, 2000 and 1999, respectively; and 6,205,000 and 6,207,000 for the three
months ended June 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 6,205,000 and 6,515,000 for the six months ended June 30,
2000 and 1999, respectively; and 6,205,000 and 6,567,000 for the three months
ended June 30, 2000 and 1999, respectively.
8
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NOTE 4 - LONG-TERM DEBT AND CREDIT ARRANGEMENTS
At June 30, 2000 Long-Term Debt consisted of the following (in thousands):
<TABLE>
<S> <C>
Term loan $13,069
Promissory note due to New OMI 225
Title XI debt 20,215
------
Total debt 33,509
Less current portion 5,810
------
Long-term portion $27,699
=======
</TABLE>
All debt at June 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 June 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 June 30, 2000 the unused and
available revolving credit facilities totaled $3,000,000.
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 June 30, 2000 the Company had
outstanding an interest rate swap with a notional amount of $15,010,995 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 thirteen quarterly installments through June 18,
2003; the first twelve 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
9
<PAGE> 10
Company's subsidiaries. The Title XI debt, which has an interest rate of 8.125%,
is payable in thirteen semi-annual installments whose principal portions total
$1,231,00 in 2000; $2,719,000 in 2001; $2,962,000 in 2002; $2,938,000 in 2003;
$3,348,000 in 2004; $3,823,000 in 2005; and $3,195,000 in 2006. The Title XI
debt 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-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
$4,340,000 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
June 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 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 June 30, 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 $ 10,827 $ 92,011 $ 102,838
Vessel and voyage expenses 5,668 86,570 92,238
Depreciation and amortization expense 1,298 6,256 7,554
--------- --------- ---------
Segment income(loss) $ 3,861 $ (815) 3,046
========= =========
General & administrative expenses (8,006)
Minority interest 395
Interest expense, net (778)
---------
Consolidated loss before income taxes $ (5,343)
=========
Total operating assets $ 8,759 $ 91,516 $ 100,275
Corporate assets 23,121 -- 23,121
--------- --------- ---------
Total assets $ 31,880 $ 91,516 $ 123,396
========= ========= =========
</TABLE>
10
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<TABLE>
<CAPTION>
Energy and
Management Chemicals Total
---------- --------- -----
<S> <C> <C> <C>
1999
Total revenues $ 10,497 $ 65,241 $ 75,738
Vessel and voyage expenses 5,406 55,390 60,796
Depreciation and amortization expense 1,302 5,369 6,671
-------- -------- --------
Segment profit $ 3,789 $ 4,482 8,271
======== ========
General & administrative expenses (6,836)
Interest expense, net (417)
--------
Consolidated income before income taxes $ 1,018
========
Total operating assets $ 10,680 $ 67,502 $ 78,182
Corporate assets $ 19,420 -- $ 19,420
-------- -------- --------
Total assets $ 30,100 $ 67,509 $ 97,602
======== ======== ========
</TABLE>
11
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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 vessels presently operate in international
markets.
12
<PAGE> 13
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) a 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 SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO JUNE 30,1999
Voyage revenues increased by $23.7 million for the six months and $18.4 million
for the three months ended June 30, 2000 as compared to June 30, 1999. The
primary reasons for the increase is the acquisition of SMT Chemical Trader and
SMT Chemical Explorer and the revenues generated by the operation of the three
bareboat chartered Mormac tankers. None of these vessels were owned, chartered
or operated by MTC during comparable periods in 1999.
Other operating revenues for all periods primarily represent ship management
services. The increase in the three and six months ended June 30, 2000 as
compared to 1999 is due to the certain increases in the fees paid to manage
certain vessels and the addition of ship management fees for vessels managed by
the operations acquired from Mormac in March 2000.
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Vessel and voyage operating expenses for the three and six months ended June 30,
2000 versus the three and six months ended June 30,1999 increased primarily as a
result of the acquisitions, fuel cost increases as described below and the
increase in hire rates on the vessels chartered in by Petrolink to satisfy
customer demand for the lightering services in the U.S. Gulf of Mexico. The
Company's crude oil lightering operation, MTL Petrolink, has experienced
significant increases and volatility in rates it must pay to charter vessels to
perform its lightering services. Charter payments for vessels used in lightering
are the single most important cost to Petrolink in providing its services. After
several months of significant losses at MTL Petrolink, lightering service fees
and charter in costs stabilized in June and Petrolink operated profitably for
the month ended June 30, 2000. Lightering vessels available for charter are
currently in great demand and Petrolink expects more volatility in rates in
future months.
Depending on a particular vessel's trade or customer, the impact 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 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 low level of
PL-480 grain cargo awards by the U.S. Government during the period ended June
30, 2000 weakened the overall spot market for U.S. flag product tankers and kept
the vessels Patriot and Rover out of service for a significant portion of the
period, which resulted in losses. However, PL-480 movements began to increase at
the end of the second quarter and are expected to continue to increase in the
second half of the year.
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 June 30, 2000 the Company had $3,000,000 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 June 30, 2000, the Company's had
total borrowings under these loan agreements plus the the Title XI debt assumed
to acquire SMT Chemical Explorer and SMT Chemical Trader aggregated
approximately $33,500,000.
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 six 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 at least six 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.
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. $1,000,000 of the proceeds
received by the Company were used to prepay a portion of the term loan
indebtedness, and $4,000,000 of the proceeds was pledged as collateral to secure
the Company's bank borrowings. At June 30, 2000 the amount pledged is classified
as restricted cash on the Company's Balance Sheet.
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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 six months ended June 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 the Company and Mormac 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 which were due to expire for another 90 days. The Company has not been
advised of a certain date when the performance of the contracts awarded in May
will commence.
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 June 30, 2000, the Company filed the following
reports on Form 8-K:
- None -
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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: August 9, 2000 MARINE TRANSPORT CORPORATION
---------------------------
By: /s/ RICHARD T. DU MOULIN
-----------------------------
Richard T. du Moulin
President and Chief Executive Officer
Date: August 9, 2000
---------------------------
By: /s/ MARK L. FILANOWSKI
-----------------------------
Mark L. Filanowski
Senior Vice President and Chief Financial
Officer
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