Ultrapetrol (Bahamas) Limited
(Registrant) |
||
Date: December 30, 2016
|
/s/ MARIA CECILIA YAD
Maria Cecilia Yad Chief Financial Officer |
· |
Recorded third quarter 2016 revenues of $78.9 million;
|
· |
Recorded adjusted consolidated EBITDA of $15.1 million in the third quarter of 20161, which includes adjusted EBITDA of $8.0 million from our River Business, adjusted EBITDA of $4.6 million in our Offshore Supply Business, adjusted EBITDA of $3.4 million from our Ocean Business, and an adjusted EBITDA of $(0.9) million from other activities, including foreign currency exchange losses;
|
· |
Recorded total adjusted net loss and adjusted net loss per share of $(15.6) million and $(0.11), respectively, in the third quarter of 2016, which excludes the effect of a non-cash loss of $(31.4) million corresponding to an impairment charge of our UP Agate, UP Jade, Parana Iron, Asturiano and Argentino and the effect of a $0.9 million gain for deferred taxes on unrealized foreign exchange gain on U.S. dollar denominated debt of our Brazilian subsidiary in our Offshore Supply Business; and includes a $(0.1) million loss related to the sale of dry barges which were subsequently leased back to the Company (for accounting purposes, the gain from the sale is being deferred over the term of the lease up to the present value of the lease payments).2 Before adjusting for these effects, the recorded total net loss and net loss per share are $(46.0) million and $(0.33), respectively;
|
· |
On August 1, 2016, our UP Jade completed its time charter contract with Petrobras.
|
· |
On August 25, 2016, we were awarded an extension of the current contract of our RSV UP Coral until August 2017.
|
· |
On October 12, 2016, we announced that Damián Scokin would resign from his role as Chief Executive Officer, effective November 1, 2016. He is expected to join the Company's Board of Directors shortly. Eduardo Ojea Quintana, Chairman of Ultrapetrol's Board of Directors, has been selected to serve as Chief Executive Officer of Ultrapetrol.
|
· |
On October 17, 2016, we received notice from the Nasdaq Stock Exchange ("Nasdaq") indicating that the Nasdaq Hearings Panel had denied the Company's appeal for continued listing on the Nasdaq Capital Market. Trading of the Company's shares of common stock on the Nasdaq Capital Market was suspended effective at the open of business on October 19, 2016. The delisting of the Company's stock from Nasdaq became final on December 19, 2016.
|
· |
On October 28, 2016, our common stock began trading on the OTCQB Venture Market under the ticker symbol "ULTR".
|
· |
On November 18, 2016, we announced that we and certain of our subsidiaries entered into a Restructuring Support Agreement ("River RSA") with certain holders of our 8.875% First Preferred Ship Mortgage Notes due 2021 (the "2021 Notes"), International Finance Corporation ("IFC"), the OPEC Fund of International Development ("OFID"), Southern Cross Latin America Private Equity Fund III, L.P. and Southern Cross Latin America Private Equity Fund IV, L.P. (collectively "Southern Cross") and Sparrow Capital Investments Ltd. and Sparrow CI Sub Ltd. The River RSA sets forth the terms of the restructuring of the debt and capital structure of the Company's River Business and related financial obligations (the "River Restructuring"). The River RSA provides for the parties' agreement with respect to the transactions contemplated by a joint prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Plan"), which provides for an implementation of the River Restructuring through a voluntary bankruptcy case under Chapter 11 of Title 11 of the United States Code and provides a timetable that includes substantial consummation of the Plan on or before February 28, 2017, subject to amendment upon consent of all parties. In addition, if our Ocean Business is sold before confirmation of the Plan, then the holders of the 2021 Notes, IFC and OFID will receive the full net sale proceeds. If the sale of the Ocean Business cannot be consummated by such date, the Ocean Business would be transferred to such holders. If the majority of such holders either do not request a transfer of, or elect not to receive, the equity of the Ocean Business, that equity will transferred to the River Business subsidiaries by a payment of $3.0 million less certain capital expenditures, if any. In addition to the River Restructuring, we are in negotiations with lenders to our Offshore Supply Business and an affiliate of Sparrow with respect to the terms and conditions of an out-of-court restructuring of the loans to the Offshore Supply Business. The Company and the Offshore Lenders have reached an agreement in principle that would provide for, among other things, a 100% principal recovery by the Offshore Lenders, interest and amortization relief through lowered interest rates and a waterfall mechanism that provides for cash in the business to be used first to pay operating and capital expenses, a release of claims against non-Offshore Supply Business entities, and the grant of additional collateral to the Offshore Lenders in the form of a mortgage on the unencumbered Offshore Supply Business vessel, the UP Opal. We are currently negotiating a detailed term sheet with the Offshore Lenders that would reflect the parties' agreement in principle, and hope to reach a final resolution in the near future. Equity interest in the Company will be unaffected under the Plan, but under certain circumstances the Company may be liquidated after the emergence from Chapter 11 of the U.S. Bankruptcy Code.
|
· |
On November 18, 2016, we also announced that we received indications of interest for the River Business by $65.0 million and $70.0 million, and non-binding bids for the Ocean and Offshore Businesses.
|
· |
On November 28, 2016, we announced that we and certain of our subsidiaries entered into an investment agreement (the "Investment Agreement") with Sparrow River Investments Ltd. ("Sparrow River"), Sparrow Offshore Investments Ltd. ("Sparrow Offshore"), both of which are affiliates of Sparrow Capital Investments Ltd. and Sparrow CI Sub Ltd. (collectively, "Sparrow"), and Southern Cross on November 23, 2016. The Investment Agreement sets forth the terms of the purchase of our River Business by Sparrow River and, under certain circumstances, the Company's Offshore Supply Business by Sparrow Offshore, in connection with the restructuring of the debt and capital structure of our River Business and related financial obligations and the anticipated restructuring of the debt structure of our Offshore Supply Business (the "Offshore Restructuring"). All of our disinterested directors, as required by the Company's Eighth Amended and Restated Articles of Association, and the full Board of Directors approved the sale transaction and the Offshore Restructuring. In accordance with the Company's Articles and Memorandum of Association, the Board received a fairness opinion in connection with the River Restructuring and Offshore Restructuring. Assuming that all of the terms and conditions of the Investment Agreement are met, the transactions set forth under the Investment Agreement would close upon consummation of the voluntary bankruptcy case under Chapter 11 of Title 11 of the United States Code, which would be substantially consummated on or before February 28, 2017. Under the terms of the Investment Agreement, Sparrow River will purchase the River Business (the "River Business") for $73.0 million in cash, which cash would be used to retire the 2021 Notes and to purchase the outstanding credit facilities with IFC and OFID as set forth in the Support Agreement. In addition, if we complete our agreement with the lenders (the "Offshore Lenders") to our Offshore Supply Business (the "Offshore Supply Business") in connection with the Offshore Restructuring, Sparrow Offshore will purchase the equity of UP Offshore (Bahamas) Ltd., which is the direct owner of the Offshore Supply Business subsidiaries, for $2.5 million. In addition to the Investment Agreement, certain of our affiliates entered into a loan purchase and assignment agreement (the "Loan Purchase Agreement") on November 23, 2016, pursuant to which IFC and OFID will assign certain existing loans between either of them and our affiliates, if the transactions described in the River RSA take place as provided therein. The full text of the River RSA, the Investment Agreement and the Loan Purchase Agreement has been filed by the Company with the Securities and Exchange Commission on its EDGAR system and can be found at www.sec.gov
|
· |
On November 30, 2016, we announced that we and certain of our subsidiaries mailed a solicitation seeking consent from certain of our creditors for the Plan in connection with the River Restructuring. The Plan is supported by the Majority Supporting Noteholders representing 84.26% of our and our subsidiaries' obligations under the 2021 Notes, and by IFC and OFID representing all our and our subsidiaries obligations under the IFC-OFID Loans.
|
· |
On December 9, 2016, the Nasdaq Stock Market filed documentation with the SEC to finalize the removal of our common stock from listing on Nasdaq, effective at the opening trading session of December 19, 2016.
|
At September 30,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
45,559
|
$
|
45,193
|
||||
Restricted cash
|
6,472
|
10,779
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $902 and $489 in 2016 and 2015, respectively
|
44,142
|
32,655
|
||||||
Operating supplies and inventories
|
12,905
|
16,947
|
||||||
Prepaid expenses
|
7,516
|
3,560
|
||||||
Other receivables
|
22,348
|
18,064
|
||||||
Other assets
|
--
|
4,535
|
||||||
Total current assets
|
138,942
|
131,733
|
||||||
NONCURRENT ASSETS
|
||||||||
Other receivables
|
23,839
|
21,500
|
||||||
Restricted cash
|
1,472
|
1,472
|
||||||
Vessels and equipment, net
|
629,258
|
669,087
|
||||||
Dry dock
|
6,068
|
10,281
|
||||||
Investments in and receivables from affiliates
|
3,793
|
3,570
|
||||||
Deferred income tax assets
|
634
|
846
|
||||||
Total noncurrent assets
|
665,064
|
706,756
|
||||||
Total assets
|
$
|
804,006
|
$
|
838,489
|
||||
LIABILITIES AND EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
|
$
|
36,343
|
$
|
29,391
|
||||
Customer advances
|
1,446
|
1,968
|
||||||
Payable to related parties
|
142
|
41
|
||||||
Accrued interest
|
29,925
|
11,454
|
||||||
Current portion of long-term financial debt, net of debt issuance costs of $9,361 and $10,827 in 2016 and 2015, respectively
|
445,800
|
452,721
|
||||||
Other current liabilities
|
26,938
|
19,955
|
||||||
Total current liabilities
|
540,594
|
515,530
|
||||||
NONCURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
10,535
|
--
|
||||||
Deferred income tax liabilities
|
14,857
|
10,562
|
||||||
Deferred gains
|
2,482
|
2,783
|
||||||
Total noncurrent liabilities
|
27,874
|
13,345
|
||||||
Total liabilities
|
568,468
|
528,875
|
||||||
EQUITY
|
||||||||
Common stock, $0.01 par value: 250,000,000 authorized shares; 140,729,487 shares outstanding
|
1,446
|
1,446
|
||||||
Additional paid-in capital
|
492,776
|
491,893
|
||||||
Treasury stock: 3,923,094 shares at cost
|
(19,488
|
)
|
(19,488
|
)
|
||||
Accumulated deficit
|
(239,300
|
)
|
(163,388
|
)
|
||||
Accumulated other comprehensive loss
|
104
|
(849
|
)
|
|||||
Total equity
|
235,538
|
309,614
|
||||||
Total liabilities and equity
|
$
|
804,006
|
$
|
838,489
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
Percent
Change |
||||||||||||||||||
($000's)
|
2016
|
2015
|
2016
|
2015
|
||||||||||||||||
Revenues
|
||||||||||||||||||||
Attributable to River Business
|
$
|
44,759
|
$
|
48,351
|
118,123
|
$
|
140,319
|
-16
|
%
|
|||||||||||
Attributable to Offshore Supply Business
|
19,213
|
29,197
|
61,513
|
85,597
|
-28
|
%
|
||||||||||||||
Attributable to Ocean Business
|
14,887
|
18,188
|
40,000
|
50,487
|
-21
|
%
|
||||||||||||||
Total revenues
|
78,859
|
95,736
|
219,636
|
276,403
|
-21
|
%
|
||||||||||||||
Voyage and manufacturing expenses
|
||||||||||||||||||||
Attributable to River Business
|
(20,282
|
)
|
(18,464
|
)
|
(44,213
|
)
|
(59,231
|
)
|
-25
|
%
|
||||||||||
Attributable to Offshore Supply Business
|
(1,875
|
)
|
(1,600
|
)
|
(5,505
|
)
|
(3,349
|
)
|
64
|
%
|
||||||||||
Attributable to Ocean Business
|
(5,053
|
)
|
(6,806
|
)
|
(16,442
|
)
|
(18,104
|
)
|
-9
|
%
|
||||||||||
Total voyage and manufacturing expenses
|
(27,210
|
)
|
(26,870
|
)
|
(66,160
|
)
|
(80,684
|
)
|
-18
|
%
|
||||||||||
Running costs
|
||||||||||||||||||||
Attributable to River Business
|
(11,377
|
)
|
(13,912
|
)
|
(34,615
|
)
|
(44,707
|
)
|
-23
|
%
|
||||||||||
Attributable to Offshore Supply Business
|
(9,114
|
)
|
(11,319
|
)
|
(23,691
|
)
|
(36,044
|
)
|
-34
|
%
|
||||||||||
Attributable to Ocean Business
|
(4,970
|
)
|
(10,901
|
)
|
(16,069
|
)
|
(27,559
|
)
|
-42
|
%
|
||||||||||
Total running costs
|
(25,461
|
)
|
(36,132
|
)
|
(74,375
|
)
|
(108,310
|
)
|
-31
|
%
|
||||||||||
Amortization of dry dock
|
(2,418
|
)
|
(2,654
|
)
|
(7,486
|
)
|
(7,101
|
)
|
5
|
%
|
||||||||||
Depreciation of vessels and equipment
|
(11,396
|
)
|
(10,316
|
)
|
(31,069
|
)
|
(31,233
|
)
|
-1
|
%
|
||||||||||
Loss on write-down of vessels and equipment
|
(31,418
|
)
|
--
|
(31,418
|
)
|
--
|
--
|
|||||||||||||
Administrative and commercial expenses
|
(10,122
|
)
|
(11,643
|
)
|
(35,519
|
)
|
(31,579
|
)
|
12
|
%
|
||||||||||
Other operating income (expense), net
|
96
|
426
|
1,971
|
(581
|
)
|
--
|
||||||||||||||
Operating (Loss) profit
|
(29,070
|
)
|
8,547
|
(24,420
|
)
|
16,915
|
--
|
|||||||||||||
Financial expense
|
(12,403
|
)
|
(8,408
|
)
|
(40,997
|
)
|
(25,081
|
)
|
63
|
%
|
||||||||||
Foreign currency exchange gains (losses), net
|
(924
|
)
|
(3,391
|
)
|
(2,083
|
)
|
(3,585
|
)
|
-42
|
%
|
||||||||||
Investment in affiliates
|
(45
|
)
|
(216
|
)
|
(58
|
)
|
(525
|
)
|
-89
|
%
|
||||||||||
Other income, net
|
6
|
71
|
21
|
126
|
-83
|
%
|
||||||||||||||
Total other expenses, net
|
(13,366
|
)
|
(11,944
|
)
|
(43,117
|
)
|
(29,065
|
)
|
48
|
%
|
||||||||||
Loss before income taxes
|
(42,436
|
)
|
(3,397
|
)
|
(67,537
|
)
|
(12,150
|
)
|
456
|
%
|
||||||||||
Income tax (expenses)
|
(3,565
|
)
|
516
|
(8,375
|
)
|
(2,231
|
)
|
275
|
%
|
|||||||||||
Net loss
|
$
|
(46,001
|
)
|
$
|
(2,881
|
)
|
$
|
(75,912
|
)
|
$
|
(14,381
|
)
|
428
|
%
|
For the nine-month period
ended September 30, |
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(75,912
|
)
|
$
|
(14,381
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation of vessels and equipment
|
31,069
|
31,233
|
||||||
Amortization of dry docking
|
7,486
|
7,101
|
||||||
Expenditure for dry docking
|
(3,506
|
)
|
(6,118
|
)
|
||||
Loss on debt renegotiation costs
|
15,119
|
--
|
||||||
Loss on derivatives, net
|
786
|
--
|
||||||
Debt issuance expense amortization
|
1,466
|
2,005
|
||||||
Net losses from investments in affiliates
|
58
|
525
|
||||||
Allowance for doubtful accounts
|
(31
|
)
|
6
|
|||||
Loss on write-down of vessel and equipment
|
31,418
|
--
|
||||||
Share - based compensation
|
883
|
1,093
|
||||||
Gain on sale of vessels
|
(200
|
)
|
1,000
|
|||||
Changes in assets and liabilities:
|
||||||||
(Increase) decrease in assets:
|
||||||||
Accounts receivable
|
(11,456
|
)
|
(6,010
|
)
|
||||
Other receivables, operating supplies and inventories and prepaid expenses
|
(9,250
|
)
|
8,951
|
|||||
Other
|
(579
|
)
|
154
|
|||||
Increase (decrease) in liabilities:
|
||||||||
Accounts payable
|
5,343
|
(5,857
|
)
|
|||||
Customer advances
|
(522
|
)
|
(916
|
)
|
||||
Other payables
|
30,327
|
2,017
|
||||||
Net cash provided by operating activities
|
22,499
|
20,803
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of vessels and equipment
|
(7,971
|
)
|
(21,977
|
)
|
||||
Proceeds from disposal of vessel, net
|
5,091
|
3,313
|
||||||
Net cash (used in) investing activities
|
(2,880
|
)
|
(18,664
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Debt renegotiation costs paid
|
(15,119
|
)
|
--
|
|||||
Scheduled repayments of long-term financial debt
|
(1,153
|
)
|
(21,912
|
)
|
||||
Early repayment of long-term financial debt
|
(7,234
|
)
|
(676
|
)
|
||||
Decrease in restricted cash
|
4,313
|
--
|
||||||
Proceeds from revolving credit facility
|
--
|
28,750
|
||||||
Proceeds from long-term financial debt
|
--
|
|
3,200
|
|
||||
Other financing activities, net | (60 | ) | (737 | ) | ||||
Net cash (used in) provided by financing activities
|
(19,253
|
)
|
8,625
|
|||||
Net increase (decrease) in cash and cash equivalents
|
366
|
10,764
|
||||||
Cash and cash equivalents at the beginning of year
|
45,193
|
34,982
|
||||||
Cash and cash equivalents at the end of the period
|
$
|
45,559
|
$
|
45,746
|
Nine months ended
September 30, |
||||||||
($000's)
|
2016
|
2015
|
||||||
Total cash flows provided by operating activities
|
22,499
|
20,803
|
||||||
Total cash flows (used in) investing activities
|
(2,880
|
)
|
(18,664
|
)
|
||||
Total cash flows (used in) provided by financing activities
|
(19,253
|
)
|
8,625
|
|||||
Total cash flows from operating activities
|
$
|
22,499
|
$
|
20,803
|
||||
Plus
|
||||||||
Adjustments
|
||||||||
Increase / Decrease in operating assets and liabilities
|
(13,863
|
)
|
(1,661
|
)
|
||||
Expenditure for dry docking
|
3,506
|
6,118
|
||||||
Income Taxes
|
8,375
|
2,231
|
||||||
Financial Expenses
|
25,878
|
25,081
|
||||||
Allowance for doubtful accounts
|
31
|
(6
|
)
|
|||||
Yard EBITDA from Touax barge sale
|
(298
|
)
|
(297
|
)
|
||||
Other adjustments
|
(2,993
|
)
|
(1,301
|
)
|
||||
Adjusted Consolidated EBITDA
|
$
|
43,135
|
$
|
50,968
|
($000's)
|
Nine months
ended September 30, 2016 |
Nine months
ended September 30, 2015 |
%
Change |
3Q 16
|
3Q 15
|
%
Change |
||||||||||||||||||
Revenues
|
$
|
219,636
|
$
|
276,403
|
-21
|
%
|
$
|
78,859
|
$
|
95,736
|
-18
|
%
|
||||||||||||
Adjusted EBITDA
|
$
|
43,135
|
$
|
50,968
|
-15
|
%
|
$
|
15,100
|
$
|
17,882
|
-16
|
%
|
||||||||||||
Net loss as reported
|
$
|
(75,912
|
)
|
$
|
(14,381
|
)
|
428
|
%
|
$
|
(46,002
|
)
|
$
|
(2,881
|
)
|
1497
|
%
|
||||||||
EPS as reported
|
$
|
(0.54
|
)
|
$
|
(0.10
|
)
|
440
|
%
|
$
|
(0.33
|
)
|
$
|
(0.02
|
)
|
1550
|
%
|
||||||||
Adjustments to net loss as reported
|
||||||||||||||||||||||||
Yard EBITDA from Touax barge sale
|
(298
|
)
|
(297
|
)
|
--
|
(99
|
)
|
(99
|
)
|
--
|
||||||||||||||
Income tax expense on Exchange Variance Benefit (1)
|
(1,811
|
)
|
241
|
--
|
(939
|
)
|
131
|
--
|
||||||||||||||||
Non-cash loss on write-down of vessels and equipment
|
31,418
|
--
|
--
|
31,418
|
|
--
|
--
|
|||||||||||||||||
Adjusted Net income
|
$
|
(46,603
|
)
|
$
|
(14,437
|
)
|
223
|
%
|
$
|
(15,622
|
)
|
$
|
(2,849
|
)
|
448
|
%
|
||||||||
Adjusted EPS (In $ per share)
|
$
|
(0.33
|
)
|
$
|
(0.10
|
)
|
230
|
%
|
$
|
(0.11
|
)
|
$
|
(0.02
|
)
|
450
|
%
|
||||||||
(1) Provision for income tax on foreign currency exchange gains on U.S. dollar denominated debt of one of our subsidiaries on the Offshore Supply Business.
|
Third quarter ended September 30, 2016
|
||||||||||||||||
($000's)
|
River
|
Offshore
Supply |
Ocean
|
TOTAL
|
||||||||||||
Segment operating (loss) profit
|
$
|
(1,258
|
)
|
$
|
(18,050
|
)
|
$
|
(9,762
|
)
|
$
|
(29,070
|
)
|
||||
Depreciation and amortization
|
6,267
|
6,207
|
1,340
|
13,814
|
||||||||||||
Loss on write-down of vessels and equipment
|
3,160
|
16,396
|
11,862
|
31,418
|
||||||||||||
Investment in affiliates / Net income (loss) attributable to non-controlling interest in subsidiaries
|
(45
|
)
|
--
|
--
|
(45
|
)
|
||||||||||
Yard EBITDA from Touax sale
|
(99
|
)
|
--
|
--
|
(99
|
)
|
||||||||||
Other, net
|
--
|
5
|
1
|
6
|
||||||||||||
Segment Adjusted EBITDA
|
$
|
8,025
|
$
|
4,558
|
$
|
3,441
|
$
|
16,024
|
||||||||
Items not included in Segment Adjusted EBITDA
|
||||||||||||||||
Financial income
|
--
|
|||||||||||||||
Foreign currency exchange losses, net
|
(924
|
)
|
||||||||||||||
Adjusted Consolidated EBITDA
|
$
|
15,100
|
Third quarter ended September 30, 2015
|
||||||||||||||||
($000's)
|
River
|
Offshore
Supply |
Ocean
|
TOTAL
|
||||||||||||
Segment operating (loss) profit
|
$
|
2,572
|
$
|
7,879
|
$
|
(1,904
|
)
|
$
|
8,547
|
|||||||
Depreciation and amortization
|
7,160
|
4,779
|
1,031
|
12,970
|
||||||||||||
Investment in affiliates / Net income (loss) attributable to non-controlling interest in subsidiaries
|
(216
|
)
|
--
|
--
|
(216
|
)
|
||||||||||
Yard EBITDA from Touax sale
|
(99
|
)
|
--
|
--
|
(99
|
)
|
||||||||||
Other, net
|
--
|
7
|
64
|
71
|
||||||||||||
Segment Adjusted EBITDA
|
$
|
9,417
|
$
|
12,665
|
$
|
(809
|
)
|
$
|
21,273
|
|||||||
Items not included in Segment Adjusted EBITDA
|
||||||||||||||||
Financial income
|
--
|
|||||||||||||||
Foreign currency exchange gains, net
|
(3,391
|
)
|
||||||||||||||
Adjusted Consolidated EBITDA
|
$
|
17,882
|