Commission File No. 333-8878
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November, 2003
ULTRAPETROL (BAHAMAS) LIMITED
(Translation of registrant's name into English)
H & J Corporate Services Ltd.
Shirlaw House
87 Shirley Street
Nassau, The Bahamas
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
--- ---
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Set forth herein is a copy of the Company's report for the nine months
ended September 30, 2003, containing certain unaudited financial information and
a Management's Discussion and Analysis of Financial Condition and Results of
Operations.
ULTRAPETROL (BAHAMAS) LIMITED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
The following discussion and analysis should be read in conjunction with
the unaudited condensed consolidated financial statements of Ultrapetrol
(Bahamas) Limited ("the Company") and subsidiaries for the nine months ended
September 30, 2003 and 2002 included elsewhere in this report.
General
-------
The Company was formed on December 23, 1997 to hold all the capital stock
of Princely International Finance Corporation (a Panamanian Company) and
Ultrapetrol S.A. (an Argentine Company). The following discussion covers the
unaudited financial results of the consolidated entity for the nine months
period ended September 30, 2003 with a comparison to the unaudited consolidated
financial results for the same nine months period in 2002.
Currently the Company owns and operates eleven oceangoing vessels primarily
in South America with additional operations between the Caribbean, United
States, Europe, Far East and West Africa. One of our vessel is owned by
Ultracape (Holdings) Ltd. ("Ultracape"), an affiliate company that was formed
through an association between us and the AIG-GE Capital Latin America
Infrastructure Fund L.P. ("LAIF") in 2002 of which we own 60%. The Company also
charters three push boats and 69 wet and dry barges to UABL (Bahamas) Limited
("UABL"), a company that we formed in a joint venture with ACBL Hidrovias, Ltd.
in October 2000 and which we own 50% of.
During the first nine months of 2003 the Company employed a significant
part of its fleet on time charter for different customers.
During the first nine months of 2003, the international freight market
maintained rates above those experienced in 2002.
The Princess Susana and the Princess Marina were out of service undergoing
mayor repairs during 25 days and 78 days and the Princess Pia and Princess Eva
were out of service due to accidents for 42 days and 124 days, respectively, in
the first nine months of 2003.
In January 2003 the Company renewed the employment of our vessel Princess
Katherine for another 11 months on a time charter contract.
On March 13th the Princess Marina was delivered under a time charter for
three years to the National Petroleum Company of Chile. As a requirement of this
transaction the vessel was re-flagged and registered under the ownership of a
related company which ownership shall return to us upon expiration of the
charter, all the financial arrangements with DVB Nedship Bank (America) N.V.,
who finances the vessel remain in place.
On March 11th, 2003 we entered into a Memorandum of Agreement, or MOA,
under the standard format NSF 1993 to sell the Princess Sofia for a total price
of $2.3 million. The vessel was delivered to its new owners on April 25th, 2003.
On April 18th, 2003, the Alianza G1 suffered an accident in her main engine
while the vessel was in transit from Argentina to Chile. As a result of this
accident the crankshaft of the vessel was damaged requiring a significant repair
to restore the engine to its full operational power. The Company settled with
its hull and machinery insurers for a total compensation of $1.9 million in
addition to which the Company agreed to receive $0.2 million from its loss of
hire underwriters and entered into an agreement to sell the vessel for $2.5
million on August 11th 2003. The vessel was delivered to its new owners on
September 17th 2003.
On May 22th 2003 we entered into a MOA to sell the Princess Veronica for a
total price of $2.0 million. The vessel was delivered to its new owners on June
5th, 2003.
Our affiliate UABL (50% of which we hold through our unrestricted
subsidiary UP River Holdings Ltd.) entered into loan agreements on February 27,
2003 with the International Finance Corporation, or "IFC", and Kreditanstalt Fur
Wiederaufbau, or "KfW" with a repayment schedule that starts in June 2005 and
continues until December 2011 in the case of the (A) tranche of the IFC Loan
until December 2009 and in the case of the (B) tranche and the KFW Loan. IFC and
KFW have agreed to provide a total of $40 million to finance the capital
expenditures of UABL Limited over the next 3 years. The loans are provided under
two separate agreements to wholly owned subsidiaries of UABL: UABL Barges
(Panama) Inc. $30 million and UABL Paraguay S.A. $10 million. The agreements in
connection with this financing impose restrictions on the ability of UABL to pay
dividends or make other payments to its shareholders if UABL is in default of
its obligations under the loan and require that in conjunction with ACBLH the
Company retain control of UABL.
On June 11th 2003 the Company entered into a share purchase agreement with
IFC pursuant to which is the Company has agreed to sell 357 shares (the
"Shares") representing approximately 7.14% of the total share capital of its
unrestricted subsidiary UP River Holdings Ltd. ("UP River") for a total price of
$5.0 million. In addition, IFC acquired the right to a proportionate share of
payments under the Company's charterparty agreements with UABL dated October 18,
2000 and October 24, 2000. At the same time, the Company entered into a
Shareholders Agreement with UP River, Inversiones Los Avellanos S.A. and IFC
which was subsequently amended and restated as of August 12, 2003 to include
Solimar Holdings Ltd. and LAIF as parties. Pursuant to the Amended and Restated
Shareholders Agreement IFC has a limited right to put the Shares to UP River.
On July 25th, 2003 the Company's option to repurchase 25,212 of its shares
from Inversiones Los Avellanos S.A. for a total price of $0.9 million which
expired in July 2003 was extended till July 31st 2004.
On September 10th 2003 we entered into several MOA to purchase a total 20
dry river barges for a total price of $1.0. The Company will employ these barges
under a time charter with UABL Ltd.
Revenue
-------
The majority of the Company's oceangoing vessels are employed on time
charters to affiliated and unaffiliated companies. The revenue from this
operation is derived from a daily rate that is paid to the Company for the use
of its vessel. Hire revenue accounted for 60% of the Company's total revenues
for the nine months ended September 30, 2003.
Also, the Company's vessels are employed on a contract of affreightment
("COA") basis either for single or repetitive voyages. For a COA, the vessel
owner or operator generally pays all voyage and vessel operating expenses and
has the right to substitute one vessel for another. The rate is generally
expressed in dollars per metric ton of cargo. Revenues earned under COA's are
referred to as "freight". COA revenue accounted for 40% of the Company's total
revenues for the nine months ended September 30, 2003.
From the total revenues obtained from COA's during the first nine of 2003
38% were in respect of repetitive voyages for the Company's regular customers
and 62% in respect of single voyages for occasional customers.
Expenses
--------
When vessels are operated on a COA basis (as well as any time when they are
not operating under time or bareboat charter), all costs relating to a given
voyage, including port charges, canal dues and fuel costs, are paid by the
vessel owner and are recorded as voyage expenses.
The Company's operating expenses, or running expenses, are generally paid
through Ravenscroft Shipping Inc., a Miami based affiliate of the Company, which
provides ship management services for the Company's vessels ("Ravenscroft").
Operating expenses include the cost of all ship management, crewing, spares and
stores, insurance, lubricants, repairs and maintenance. The most significant of
these expenses are maintenance and repairs, wages paid to marine personnel and
marine insurance costs. In the case of our river barges chartered to UABL Ltd.
the Company has contracted the shipmanagement responsibilities to Lonehort Inc,
an affiliate of UABL Ltd.
Vessels are depreciated to an estimated scrap value on a straight-line
basis over their estimated useful lives. The Company follows the deferral method
of accounting for survey and dry-dock costs, whereby actual survey and dry-dock
costs are capitalized and amortized over a period of two and one-half years
until the date of the next dry-dock or special survey.
The Company's other primary operating expenses include general and
administrative expenses as well as ship management and administration fees paid
to Ravenscroft and Oceanmarine S.A., another affiliate of the Company, which
provides certain administrative services. The Company pays Oceanmarine
("Oceanmarine") a monthly fee of $9,000 per vessel for administrative services
including general administration and accounting (financial reporting,
preparation of tax returns), use of office premises, a computer network,
secretarial assistance and other general duties. The Company pays Ravenscroft a
monthly ship management fee of $12,500 per vessel for services including
technical management, crewing, provisioning, superintendence and related
accounting functions. The Company does not expect to pay fees to any affiliated
entity other than those described here for management and administration
functions.
The Company does not own any buildings and does not pay any rental expense
other than as a portion of the administration fees paid to Oceanmarine.
Foreign Currency Transactions
-----------------------------
Substantially all of the Company's revenues are denominated in U.S.
dollars, but 9% of the Company total revenues is denominated in US dollars but
collected in Argentine pesos at the equivalent amount of US dollars at the
payment date and 10% of our total out of pocket operating expenses are paid in
Argentine pesos. However, the Company's operating results, which are reported in
U.S. dollars, may be affected by fluctuations in the exchange rate between the
U.S. dollar and the Argentinean peso. For accounting purposes, revenue and
expense accounts are translated into U.S. dollars at the exchange rate
prevailing on the date of each transaction. The Company does not hedge its
exposure to foreign currency fluctuations.
Inflation
---------
The Company does not believe that inflation has had a material impact on
the Company's operations, although certain of the Company's operating expenses
(e.g., crewing, insurance and dry docking costs) are subject to fluctuations as
a result of market forces.
Inflationary pressures on bunker costs are not expected to have a material
effect on the Company's future operations since freight rates for voyage
charters are generally sensitive to the price of ship's fuel. A sharp rise in
bunker prices may have a temporary negative effect on results since freights
generally adjust after prices settle at a higher level.
Legal proceedings
-----------------
On February 21, 2003, Ursa Shipping Ltd. ("Ursa") brought suit in the
United States District Court for the District of New Jersey against the Princess
Susana and Noble Shipping Ltd. seeking damages arising out of the delay in
delivery of a cargo of Kirkuk crude oil to the Valero terminal in Paulsboro, New
Jersey. (Ursa Shipping v. the Princess Susana, et al. Civil Action No.
03-CV-747(FLW).) The Princess Susana (the "Vessel") was detained by the United
States Coast Guard prior to her arrival in Paulsboro when, during a routine
Coast Guard tank vessel examination, a small amount of cargo was found to have
leaked from one of the cargo tanks into one of the void spaces aboard the
Vessel. On or about February 25, 2003, Valero Marketing and Supply Co.
("Valero") commenced an action against Noble Shipping Ltd. (Valero Marketing and
Supply Co. v. Noble Shipping Ltd., Civil Action No. 03-CV-843 (FLW). The Valero
and Ursa complaints seek damages in excess of $9 million. Noble has taken the
position that the claims are overstated.
In connection with the above complaints, the Vessel was arrested. Security
was posted by the Vessel owners' protection and indemnity insurers in the amount
of $11.2 million and the Vessel was released from arrest (insurance coverage is
in place). Both the Ursa and the Valero complaints have been answered, defenses
have been raised, and a counterclaim has been raised in the Ursa action seeking,
inter alia, unpaid freight and demurrage.
Subsequently, Valero impleaded the seller of the cargo, Taurus Petroleum
Ltd. ("Taurus"), into the action by way of an amended complaint. Noble has
answered the amended complaint, raised defenses, and brought a cross claim
against Taurus for indemnity.
Discovery is presently underway and the parties have exchanged documents.
It is too early in the course of the litigations to form an opinion as to their
ultimate outcome.
We believe this claim is covered by insurance. The insurer is actively
participating in its defense and has not asserted any objections or defenses to
the claim. We would expect any damages arising from this action (less our policy
deductible) to be covered by the proceeds of such insurance.
On September 8th, 2003 the Argentine Supreme Court gave its final judgment
in favour of the Company stating that the Province of Tierra del Fuego does not
have a right to collect taxes over the freights earned by the Company outside
the 3 nautical miles limit of their jurisdiction.
Results of Operations
---------------------
Nine months ended September 30, 2003 compared to the nine months ended September
30, 2002.
The following table sets forth certain historical income statement data for
the periods indicated derived from the Company's statements of operations
expressed in thousands of dollars.
Nine month ended Nine month ended
3* Quarter'03 September 30, 3* Quarter'02 September 30,
2003 2002
Freight revenues
Attributable to wholly owned vessel 5,941 22,052 6,834 16,914
Attributable to wholly chartered-in vessel 0 42 72 908
--------------- ------------------ --------------- -----------------
Total 5,941 22,094 6,906 17,822
Hire revenues
Attributable to wholly owned vessel 12,190 33,482 12,285 37,120
Attributable to wholly chartered-in vessel 0 0 0 0
--------------- ------------------ --------------- -----------------
Total 12,190 33,482 12,285 37,120
--------------- ------------------ --------------- -----------------
Total Revenues 18,131 55,576 19,191 54,942
--------------- ------------------ --------------- -----------------
Voyage expenses
Attributable to wholly owned vessel (3,630) (10,348) (2,617) (6,110)
Attributable to wholly chartered-in vessel 0 (39) (82) (889)
--------------- ------------------ --------------- -----------------
Total (3,630) (10,387) (2,699) (6,999)
Running cost (7,242) (22,201) (6,803) (20,179)
Amortization of dry-dock expense (1,639) (5,774) (2,383) (6,734)
Depreciation of property and equipment (3,843) (11,863) (4,317) (12,494)
Management fees and administrative expenses (1,784) (5,163) (1,577) (4,912)
Special exchange difference (2,704)
--------------- ------------------ --------------- -----------------
Operating profit (losses) (7) 188 1,412 920
Financial expense (4,027) (12,006) (4,174) (12,430)
Revenues
Total revenues from freight net of commissions increased from $17.8 million
in the first nine 2002 to $22.1 million in 2003, or an increase of 24%. This
increase is primarily attributable to the Princess Susana and Princess Veronica
COA's employment instead of time charter operation of those vessels .
Hire revenues net of commissions, decreased by 10% from $37.1 to $33.5
million. This decrease is attributable to the Princess Susana and Princess
Veronica COA's employment instead of time charter employment partially
compensated by the time charter employment of the Princess Marisol and Cape
Pampas, a new vessel we acquired in July 2002.
The total of 103 days out of service experienced by our Princess Marina and
Princess Susana due to major repairs, and Princess Eva and Princess Pia which
were out of service due to accidents for 170 days during the first six months of
2003 negatively affected our revenues in this period. Part of this off hire time
is compensated by our loss of hire insurance for which a total of $1.5 million
has been included as other income (outside our operational result)
Operating profit for the first nine of 2003 was $ 0.2 million, a decrease
of $0.7 million from the same period in 2002. This difference is mainly
attributable to lower net earnings of our Panamax size vessels and our Alianza
G1 some of which have been sold in the course of the year in addition to lower
earnings of our Princess Marina primarily due to her repair period mentioned
above, this negative effect has been partially counter balanced by better net
earnings obtained by Alianza G3 and by our suezmax vessels and Cape Pampas. Part
of our fleet has operated in dry cargo where market rates have experienced
improvements in the last few months.
Voyage expenses
The first nine months of 2003 voyage expenses were $10.3 million, as
compared to $7.0 million for the first nine of 2002, an increase of $3.3
million, or 47%. The increase is primarily attributable to the Princess Susana
and Princess Veronica COA's employment instead of time charter employment and to
a change in trading pattern of Princess Laura which was employed on shorter
voyages between ports where the port costs are more significant.
Running costs
Running costs increased by about 10%, to $22.2 million in the first nine
months of 2003 as compared to $20.2 million in the equivalent 2002 period. This
increase is mainly attributable to the Cape Pampas a new vessel incorporated in
July 2002 and additional expenses incurred in our Panamax fleet.
Amortization of dry-dock expense
Amortization of dry docking and special survey costs decreased by $0.9
million, or 13%, to $5.8 million in the first nine of 2003 as compared to $6.7
million in 2002. The decrease is primarily attributable to the portion of
dry-docks accrued in the sold vessels Princess Fatima and Princess Veronica.
Depreciation of property and equipment
Depreciation and amortization decreased by $0.6 million, or 5%, to $11.9
million in the first nine months of 2003 as compared to $12.5 million in 2002.
This decrease is primarily due to the sale of the Princess Fatima and Princess
Veronica partially compensated by an increase attributable to the purchase of
the Cape Pampas.
Management fees and administrative expenses
Management fees and administrative expenses were $4.9 million in the first
nine months of 2002 as compared to $5.2 million in 2003. This increase of $0.3
million is attributable mainly to an increase in administrative expenses.
Interest expense
Interest expense decreased by $0.4 million, or 3%, to $12.0 million in the
first nine months of 2003 as compared to $12.4 million in 2002. The decrease is
primarily attributable to the lower level of financial debt and consequential
interest costs associated
Liquidity and Capital Resources
The Company is a holding company with no material assets other than those
of its subsidiaries. Consequently, it must fund its capital requirements through
other sources, including cash dividends from subsidiaries, borrowings and
shareholder contributions. The Company operates in a capital-intensive industry
requiring substantial ongoing investments in revenue producing assets. The
Company's subsidiaries have historically funded their vessel acquisitions
through a combination loan notes of bank indebtedness, shareholder loans, cash
flow from operations and equity contributions. As of September 30, 2003, the
Company had total indebtedness of $167.8 million, $135 million from the proceeds
of the issuance of our 10 1/2% First Preferred Ship Mortgage Notes, due 2008,
which we refer to as the Note, $2.0 million drawn under a revolving credit
facilities from M&T Bank, the trustee of the Company's Notes, for Majestic
Maritime Ltd., a wholly owned subsidiary, $5.3 million in a senior loan facility
with Nedship Bank (America) N.V. for Kattegat Shipping Inc., a wholly owned
subsidiary, for the purchase of the vessel Princess Marina, $7.8 million in a
senior loan facility with M&T Bank for Majestic Maritime Ltd, a wholly owned
subsidiary, for the purchase of the vessel Princess Katherine, $9.9 million in a
senior loan facility with Credit Agricole Indosuez for Braddock Shipping Inc, a
60% owned subsidiary, for the purchase of the vessel Cape Pampas. The Company
has revolving credit facilities of $0.5 million from the M&T Bank for Stanmore
Shipping Inc., a wholly owned subsidiary and accrued interest expenses for these
loans of $ 7.3 million.
At September 30, 2003, the Company had cash and cash equivalents on hand of
$15.0 million.
The Company believes, based upon current levels of operation, cash flow
from operations, together with other sources of funds, that it will have
adequate liquidity to make required payments of principal and interest on the
Company's debt, including obligations under the Notes, complete anticipated
capital expenditures and fund working capital requirements.
Operating Activities
In the first nine months of 2003, the Company generated a positive $14.5
million in cash flow from operations compared to $17.5 million for in the same
period in 2002. Net losses for the first nine of 2003 were $ 4.4 million which
is $5.4 million less than net losses in the first nine months of 2002.
Net cash provided by operating activities consists of our net income
increased by non-cash expenses, such as depreciation and amortization of
deferred, and adjusted by changes in working capital.
Investing Activities
During the first nine months of 2003 our subsidiary UP Offshore Ltd Bahamas
disbursed $5.0 million in advances to the yards contracted to build the new off
shore vessels of this total the Company made Equity contribution to UP Offshore
for a total of $1.9 million and the Company disbursed $1.0 million in the
purchase of the new river barges compared to $16.7 million in the same period of
2002 in the purchase of the Cape Pampas and the Company disbursed $3.1 million
in dry dock and major repair expenses, compared to $5.8 million in the same
period of 2002. Also during the first nine of 2003 the Company received from the
process of vessels sales a net of $6.7 million.
Financing Activities
Net cash provided by financing activities decreased by $5.6 million. The
decrease in cash provided by financing activities in first nine 2003 is mainly
attributable to capital payments made during the first nine month for $4.8
million
Recent Developments
On September 23rd 2003 we entered into a Memorandum of Agreement, or MOA,
to sell the Princess Pia for a total price of $3.0 million. The vessel was
delivered to its new owners on October 24th 2003.
ULTRAPETROL (BAHAMAS) LIMITED AND SUBSIDIARIES
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
(Unaudited)
Contents Page
--------------------------------------------------------------------------------------------- -----------------
o Financial Statements
- Condensed Consolidated Balance Sheets as of September 30, 2003 and 2002 - F-1 -
- Condensed Consolidated Statements of Income for the nine months periods ended
September 30, 2003 and 2002 - F-2 -
- Condensed Consolidated Statements of Changes in Stockholders' Equity for the nine
months periods ended September 30, 2003 and 2002 - F-3 -
- Condensed Consolidated Statements of Cash Flows for the nine months periods ended
September 30, 2003 and 2002 - F-4 -
- Notes To Condensed Consolidated Financial Statements as of September 30, 2003 and
2002 - F-5 -
ULTRAPETROL (BAHAMAS) LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2003 AND 2002
(Unaudited)
(stated in thousands of U.S. dollars)
2003 2002
--------- ---------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 15,089 $ 9,703
Restricted cash 8,023 2,036
Investments 1,542 840
Accounts receivable, net 6,096 6,756
Due from affiliates 7,700 12,102
Inventories 1,388 1,558
Prepaid expenses 5,031 4,485
Other receivables 4,601 7,427
--------- ---------
Total current assets 49,470 44,907
--------- ---------
NONCURRENT ASSETS
Dry Dock 6,143 10,762
Other receivables 8,428 2,964
Property and equipment, net 121,965 137,275
Investment in affiliates 26,828 23,233
Other assets 5,025 3,222
--------- ---------
Total noncurrent assets 168,389 177,456
--------- ---------
Total assets $ 217,859 $ 222,363
========= =========
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 5,505 $ 4,675
Due to affiliates 1,663 521
Other financial payables (note 3) 14,559 17,591
Other payables 732 311
--------- ---------
Total current liabilities 22,459 23,098
--------- ---------
NONCURRENT LIABILITIES
Long-term debt , net of current portion (note 3) 135,000 135,000
Other financial payable, net of current portion (note 3) 18,205 22,305
--------- ---------
Total noncurrent liabilities 153,205 157,305
--------- ---------
Total liabilities $ 175,664 $ 180,403
--------- ---------
MINORITY INTERESTS 13,979 3,328
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 2,134,451 shares authorized and issued 21 21
(note 5)
Paid-in capital 68,884 68,346
Treasury stock (note 5) (20,333) (20,333)
Retained earnings (20,356) (9,402)
--------- ---------
Total stockholders' equity $ 28,216 $ 38,632
--------- ---------
Total liabilities, minority interest and stockholders' equity $ 217,859 $ 222,363
========= =========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
ULTRAPETROL (BAHAMAS) LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
(Unaudited)
(stated in thousands of U.S. dollar)
2003 2002
-------- --------
REVENUES
Freight revenues $ 22,013 $ 16,831
Freight revenues from related parties 81 991
Hire revenues 24,709 29,714
Hire revenues from related parties 8,773 7,406
-------- --------
Total revenues 55,576 54,942
-------- --------
OPERATING EXPENSES
Voyage expenses (10,387) (6,999)
Running costs (22,201) (20,179)
Amortization of Dry dock expenses (5,774) (6,734)
Depreciation of property and equipment (11,863) (12,494)
Management fees to related parties (2,211) (2,522)
Special exchange differences - (2,704)
Administrative expenses (2,952) (2,390)
-------- --------
Total operating expenses (55,388) (54,022)
-------- --------
Operating profit 188 920
======== ========
OTHER INCOME (EXPENSES)
Financial expense (12,006) (12,430)
Financial income 182 257
Investment in subsidiaries 4,214 722
Other income, net 1,361 971
-------- --------
Total other expenses (6,249) (10,480)
-------- --------
(Loss) income before tax on minimum presumed income (6,061) (9,560)
and minority interest
Tax on minimum presumed income (139) (183)
Minority interest (672) (28)
-------- --------
Net (loss) income for the period $ (6,872) $ (9,771)
======== ========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
ULTRAPETROL (BAHAMAS) LIMITED AND SUBSIDIARIES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
(Unaudited)
(stated in thousands of U.S. dollars)
Common Paid-in Treasury Retained Total Total
Balances stock capital Stock earnings 2003 2002
--------------------------------------- ------------- ------------------------------ ---------------- -------------- -------------
At beginning of year 21 68,884 (20,333) (13,484) 35,088 47,838
- Increase capital - - - - - 565
- Net (loss) income for the period - - - (6,872) (6,872) (9,771)
----------- ----------- ----------- ----------- ----------- ----------
At end of period 2003 $ 21 $ 68,884 $ (20,333) $ (20,356) $ 28,216
=========== =========== =========== =========== ===========
At end of period 2002 $ 21 $ 68,346 $ (20,333) $ (9,402) $ 38,632
=========== =========== =========== =========== ==========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
ULTRAPETROL (BAHAMAS) LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
(Unaudited)
(stated in thousands of U.S. dollars)
2003 2002
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income for the period (6,872) (9,771)
Adjustments to reconcile net (loss) income to cash provided by (used in)
operating activities:
Depreciation of property and equipment 11,863 12,494
Amortization of dry dock expenses 5,774 6,734
Note issuance expenses amortization 439 438
Accrued interest 3,573 3,709
Net income from investment in affiliate (4,357) (722)
Loss (income) from property and equipment sale (751) 1,576
Changes in assets and liabilities, net:
(Increase) decrease in assets:
Accounts receivable 1,548 4,208
Due from affiliates 5,545 6,188
Receivable from shareholders - -
Inventories 204 (45)
Prepaid expenses (1,732) (691)
Other receivables (2,558) 173
Other assets (947) 8
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 476 824
Due to affiliates 1,396 (7,745)
Other payables (2) 135
-------- --------
Net cash provided by operating activities 13,599 17,513
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment purchase (4,959) (16,695)
Investment in affiliate (4) -
Other receivables from sales in leasing - -
Increase in current investments (1,272) (648)
Dry dock expenses (3,060) (5,805)
Sales of property and equipment 6,679 1,867
-------- --------
Net cash used in investing activities (2,616) (21,281)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayment of) Short-term financial payables 196 5,742
Minority interest in equity of subsidiary 5,547 3,328
Increase in paid in capital - 565
Increase restricted cash - time deposits (6,360) (2,036)
-------- --------
Net cash used in financing activities (617) 7,599
-------- --------
Net increase in cash and cash equivalents 10,366 3,831
Cash and cash equivalents at the beginning of year 4,723 5,872
-------- --------
Cash and cash equivalents at the end of period $ 15,089 $ 9,703
======== ========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
ULTRAPETROL (BAHAMAS) LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2003 AND 2002
(Unaudited)
(stated in thousands of U.S. dollars)
1. BASIS OF PRESENTATION
The condensed consolidated financial statements for the nine months periods
ended September 30, 2003 and 2002, were prepared by the Company without
audit. In the opinion of management, all normal recurring nature
adjustments necessary to present fairly the financial position, results of
operations, and cash flows for the interim periods were made.
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, were condensed or omitted. Accordingly, these
condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in
the consolidated financial statements for the years ended December 31,
2002, 2001 and 2000.
2. SHARE SALE AGREEMENTS SIGNED BY THE COMPANY
On June 28, 2001, the Company issued 138,443 new shares for 5,295 which
were totally subscribed by Los Avellanos, one of the Company's original
shareholders and was paid 3,297 in 2001 and 1,104 in 2002 and the balance
are payable in July 2004.
3. LONG-TERM DEBT AND OTHER FINANCIAL PAYABLES
On March 30, 1998, the Company successfully completed its offering of
135,000 principal amount of its 10.5% First Preferred Ship Mortgage Notes
due 2008 ("the Notes"). In accordance with the terms provided in such
Offering, the Notes to be issued are fully and unconditionally guaranteed
on a joint and several basis by certain subsidiaries of the Company, and
are secured by first ship mortgage on vessels already owned by the
guarantors and on additional vessels that the Company purchased with the
proceeds obtained from the Offering.
As of September 30, 2003, the Company's noncurrent portion of long-term
debt amounts to 135,000. It exclusively comprises the debt principal amount
of the Notes. The related interest expense, totaling 7,088 is accrued in
other financial payables.
The balances of financial payables as of September 30, 2003 and 2002 are as
follows:
Nominal value
--------------------
Financial institution Agreement Accrued
/ other year Current Noncurrent expenses Total Average rate
--------------------------------------------- ------------------------- -------------------------
Total 2002 10,307 157,305 7,284 174,896
====== ======= ===== =======
Ultrapetrol Bahamas Private Investors (Notes) 1998 - 135,000 7,088 142,088 10.5%
Ultrapetrol Bahamas S.I.I. 2000 - - - - 10.5%
Majestic Allfirst Bank 2001 1,200 6,600 - 7,800 Libor + 1.5%
Kattegat Nedship Bank 2000 1,000 4,250 5 5,254 Libor + 1.25%
Majestic Allfirst Bank 2000 2,000 - - 2,000 Libor + 1.75%
Stanmore Allfirst Bank 2000 500 - - 500 Libor + 2%
Braddock Credit Agricole Indosuez 2002 2,574 7,355 70 9,999 Libor + 1,5%
UPOffshore Apoio IFC 2002 - - 89 89
UPOffshore (Panama) IFC 2002 - - 33 33
----- ------- ----- -------
Total 2003 7,274 153,205 7,285 167,763
===== ======= ===== =======
4. PROPERTY AND EQUIPMENT
On July, 2002, the Company purchased the Cape Pampas, a second hand capsize
bulk carrier through its subsidiary, Braddock. The amount of the
acquisition was financed by a mortgage loan agreement with Credit Agricole
Indosuez.
On August 26, 2002, the Company entered into a Memorandum of Agreement
(MOA) through which it committed to sell its vessel Princess Fatima, to an
unrelated company for 1,867, net of associated expenses. On September 19,
2002 the Company delivered the Princess Fatima pursuant to the MOA and
received the purchase price.
The proceeds from the sale of the Princess Fatima Vessel were deposited in
a restricted cash account and can only be used to buy another vessel to
guarantee the Notes. Subsequently, the Princess Sofia was bought with part
of these proceeds and the remainder of the proceeds are included in
restricted cash as of September 30, 2003.
On March 11th, 2003 we entered into a Memorandum of Agreement, or MOA,
under the standard format NSF 1993 to sell the Princess Sofia for a total
price of $2.3 million. The vessel was delivered to its new owners on April
25th, 2003.
On May 22th, 2003 we entered into a Memorandum of Agreement, or MOA, to
sell the Princess Veronica for a total price of $2.0 million. The vessel
was delivered to its new owners on June 5th, 2003.
The proceeds from the sale of the Princess Veronica and the Princess Sofia
Vessel were deposited in a restricted cash account and can only be used to
buy another vessel to guarantee the Notes.
On August 11th, 2003 we entered into a Memorandum of Agreement, or MOA, to
sell the Alianza G1 for a total price of $2.5 million. The vessel was
delivered to its new owner on September 17th, 2003.
The proceeds from the sale of the Alianza G1 Vessel were deposited in a
restricted cash account and can only be used to buy another vessel to
guarantee the Notes.
Subsequently, from September to October 2003 a company, which is owned by
Ultrapetrol, purchased 20 barges, which were renamed Iguazu Barges. The
amount of the acquisition was about $ 1million. This amount was financed
with part of the proceeds and the remainder of the proceeds included in
restricted cash account.
5. COMMON AND TREASURY STOCK
Ultrapetrol Bahamas has an authorized capital of 21, and one class of
shares of one series comprising 2,134,451 (2,065,760 paid-in and 68,691 not
yet paid-in) as of September 30, 2002 and 2001 respectively, common shares
with a par value of 0.01 each.
In addition, as of September 30, 2003 the Company registered $20,332, in
the Treasury Stock account, $20,000 of which corresponding to the amount
payable to SII mentioned in note 2, and $332 to direct cost of acquisition.
6. CLAIMS AGAINST THE COMPANY
On February, 2003, Ursa Shipping Ltd. ("Ursa") brought suit in the United
States District Court for the District of New Jersey against M/T Princess
Susana and Noble Shipping Ltd. (a wholly owned subsidiary of the Company)
seeking damages arising out of the delay in delivery of a cargo of Kirkuk
crude oil to the Valero terminal in Paulsboro, New Jersey. Also in February
2003, Valero Marketing and Supply Co. ("Valero") commenced an action
against Noble Shipping Ltd. The Valero and Ursa complaints seek damages in
excess of 9 million. Noble has taken the position that the claims are
overstated.
In connection with the above complaints, the vessel was arrested. Security
was posted by the vessel owners' protection and indemnity insurers in the
amount of 11.2 million and the vessel was released from arrest (insurance
coverage is in place). Both the Ursa and the Valero complaints have been
answered, defenses have been raised, and a counterclaim has been raised in
the Ursa action seeking, inter alia, unpaid freight and demurrage.
Subsequently, Valero impleaded the seller of the cargo, Taurus Petroleum
Ltd, ("Taurus"), into the action by way of an amended complaint. Noble has
answered the amended complaint, raised defenses, and brought a cross claim
against Taurus for indemnity.
Discovery is presently underway and the parties have exchanged documents.
It is too early in the course of the litigations to form an opinion as to
their ultimate outcome.
The Company's management and its legal counsel believe this claim is
covered by insurance. The insurer is actively participating in its defense
and has not asserted any objections or defenses to the claim. We would
expect any damages arising from this action (less our policy deductible) to
be covered by the proceeds of such insurance.
7. CLAIMS AGAINST INSURANCE COMPANIES
As of September 30, 2003 and 2002, the "Other receivables" account includes
11,050 and 6,908, respectively, related to claims against insurance
companies.
Claims for 4,366 have been made by the Company against the insurance
companies regarding the repair expenses incurred to date for damage to some
vessels in 2003. The "Other net income" account for the period of nine
months ended September 30, 2003, includes 1,563 related to claims for loss
of income (business interruption) corresponding to the Princess Pia,
Princess Eva and Alianza G1.
On April 18, 2003, the Alianza G1 suffered an accident in her main engine
while the vessel was in transit from Argentina to Chile. The vessel arrived
in Talcahuano (Chile) and following the engine manufacturer recommendations
proceeded to repair the engine. The vessel's crankshaft had been damaged
and cracked but Sulzer considered that if cracks were only superficial the
crankshaft could be repaired by grinding and polishing. Unfortunately, by
May 30th the maximum allowance grinding of 7 mm. had been completed and the
crack continued Further tests were carried out and it was determined that
in one location the crack had a further depth of 12 mm. The engine
manufacturers condemned the crankshaft and recommended that the vessel
should replace the crankshaft by a new one in order to operate normally.
This case resulted in total loss and the Company settled with its hull and
machinery insurers for a total compensation of 1,900.
The "Other net income" account for the period of nine months ended
September 30, 2002, includes 530, 1,100, 450, 35 and 372 related to claims
for loss of income (business interruption) corresponding to the Alianza G3,
Princess Marisol, Princess Nadia, Princess Marina and Princess Pia
respectively.
8. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Nine months period
ended, September 30
-------------------------------------
2003 2002
---------------- -----------------
- Interest $ 7,787 $ 8,291
- Income taxes 149 85
9. SUPPLEMENTAL GUARANTOR INFORMATION
The First Preferred Ship Mortgage Notes issued on March 30, 1998 described
in note 3., are fully and unconditionally guaranteed by certain
subsidiaries of the Company.
The subsidiaries which offered its assets in collateral of the above -
mentioned indebtedness are: Ultrapetrol Argentina, Imperial, Cavalier,
Regal, Baldwin, Tipton, Kingsway, Oceanview, Kingly, Sovereign, Monarch,
Noble, Oceanpar and Parfina ("Subsidiary Guarantors").
Supplemental combining financial information for the Guarantors
Subsidiaries is presented below. This information is prepared in accordance
with the Company's accounting policies. This supplemental financial
disclosure should be read in conjunction with these condensed consolidated
financial statements.
SUPPLEMENTAL CONDENSED COMBINED SUBSIDIARY GUARANTORS
BALANCE SHEETS
AS OF SEPTEMBER 30, 2003 AND 2002
(Unaudited)
(stated in thousands of U.S. dollars)
2003 2002
--------- ---------
ASSETS
Current assets $ 21,301 $ 27,000
Noncurrent assets 86,975 102,692
--------- ---------
Total assets $ 108,276 $ 129,692
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 108,801 $ 114,988
Stockholders' equity (525) 14,704
--------- ---------
Total liabilities and stockholders' equity $ 108,276 $ 129,692
========= =========
SUPPLEMENTAL CONDENSED COMBINED SUBSIDIARY GUARANTORS
STATEMENTS OF INCOME (LOSS)
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
(Unaudited)
(stated in thousands of U.S. dollars)
2003 2002
-------- --------
Freight revenues 22,521 17,419
Hire revenues 19,484 24,810
-------- --------
Total revenues 42,005 42,229
Operating expenses (44,854) (44,357)
-------- --------
Operating (loss) profit (2,849) (2,128)
Other expenses (9,265) (9,719)
-------- --------
(Loss) income before tax on minimum presumed income (12,114) (11,847)
Tax on minimum presumed income (139) (176)
-------- --------
Net (loss) income for the period $(12,253) $(12,023)
======== ========
SUPPLEMENTAL CONDENSED COMBINED SUBSIDIARY GUARANTORS
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
(Unaudited)
(stated in thousands of U.S. dollars)
2003 2002
-------- --------
Net (loss) income for the period $(12,253) $(12,023)
Adjustments to reconcile net (loss) income to cash provided by (used in)
operating activities:
7,255 16,516
-------- --------
Net cash provided by operating activities (4,998) 4,493
Net cash used in investing activities 4,866 (3,874)
Net cash provided by (used in) financing activities (33) 40
-------- --------
Net increase (decrease) in cash and cash equivalents (165) 659
Cash and cash equivalents at the beginning of the year 932 247
-------- --------
Cash and cash equivalents at the end of the period $ 767 $ 906
======== ========
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.
ULTRAPETROL (BAHAMAS) LIMITED
(registrant)
Dated: November 15, 2003 By: /s/ Felipe Menendez
-------------------------------
Felipe Menendez
President