Being Filed Pursuant to Rule 901 (d) of Regulation S-T
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
For the quarterly period ended June 30, 2003
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 | |
001-14135 |
|
| _________________________ |
OMI CORPORATION
(Exact name of registrant as specified in its charter)
Marshall Islands |
52-2098714 |
|
(State or other jurisdiction incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
One Station Place, Stamford, CT |
06902 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code (203) 602-6700
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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
YES x NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August
14, 2003 :
Common Stock, par value $0.50 per share 78,856,163 shares
OMI CORPORATION AND SUBSIDIARIES
INDEX
| PART I: | FINANCIAL INFORMATION |
Page | |
| Item 1. | Financial Statements |
||
| Condensed Consolidated Statements of | |||
| Income (unaudited) for the three and six months | |||
| ended June 30, 2003 and 2002 | |||
| 3 | |||
| Condensed Consolidated Balance Sheets- | |||
| June 30, 2003 (unaudited) and December 31, 2002 | 4 | ||
| Condensed Consolidated Statement of Changes in | |||
| Stockholders' Equity (unaudited) for the six months | |||
| ended June 30, 2003 | 5 | ||
| Condensed Consolidated Statements of Cash Flows (unaudited) | |||
| for the six months ended June 30, 2003 and 2002 | 6 | ||
| Notes to Condensed Consolidated Financial | |||
| Statements (unaudited) | 7 | ||
| Item 2. | Management's Discussion and Analysis of | ||
| Financial Condition and Results of Operations | 16 | ||
| Item 3. | Quantitative and Qualitative Disclosures about | ||
| Market Risks | 42 | ||
| Item 4. | Controls and Procedures | 42 | |
| PART II: | OTHER INFORMATION | 44 | |
| SIGNATURES | 46 | ||
2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
OMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
| FOR THE THREE | FOR THE SIX | ||||||||||||
| MONTHS ENDED | MONTHS ENDED | ||||||||||||
| JUNE 30, | JUNE 30, | ||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||
| Revenues | $ | 77,926 | $ | 48,189 | $ | 161,711 | $ | 92,535 | |||||
| Operating Expenses: | |||||||||||||
| Voyage | 11,507 | 8,101 | 23,734 | 16,112 | |||||||||
| Vessel | 13,373 | 13,515 | 28,079 | 27,231 | |||||||||
| Charter hire | 5,799 | 4,294 | 11,038 | 7,922 | |||||||||
| Depreciation and amortization | 12,335 | 10,492 | 24,434 | 20,640 | |||||||||
| General and administrative | 3,993 | 3,293 | 8,527 | 6,579 | |||||||||
| Loss on disposal of assets | | | 3,215 | 289 | |||||||||
| Total operating expenses | 47,007 | 39,695 | 99,027 | 78,773 | |||||||||
| Operating Income | 30,919 | 8,494 | 62,684 | 13,762 | |||||||||
| Other (Expense) Income: | |||||||||||||
| Loss on disposal of investments-net | | (650 | ) | | (547 | ) | |||||||
| Interest expense | (5,572 | ) | (6,244 | ) | (11,702 | ) | (11,733 | ) | |||||
| Interest income | 93 | 232 | 186 | 420 | |||||||||
| Net Other Expense | (5,479 | ) | (6,662 | ) | (11,516 | ) | (11,860 | ) | |||||
| Income before Income Taxes | 25,440 | 1,832 | 51,168 | 1,902 | |||||||||
| Benefit for Income Taxes | | | | 307 | |||||||||
| Net Income | $ | 25,440 | $ | 1,832 | $ | 51,168 | $ | 2,209 | |||||
| Basic Earnings Per Share | $ | 0.33 | $ | 0.03 | $ | 0.67 | $ | 0.03 | |||||
| Diluted Earnings Per Share | $ | 0.33 | $ | 0.03 | $ | 0.66 | $ | 0.03 | |||||
| Weighted Average Shares Outstanding: | |||||||||||||
| Basic | 76,846 | 70,279 | 76,841 | 70,264 | |||||||||
| Diluted | 77,123 | 70,508 | 77,051 | 70,475 | |||||||||
See notes to condensed consolidated financial statements.
3
OMI CORPORATION AND SUBSIDIARIES |
||||||
CONDENSED CONSOLIDATED BALANCE SHEETS |
||||||
(IN THOUSANDS) |
||||||
| JUNE 30, | DECEMBER 31, | |||||
| 2003 | 2002 | |||||
| (UNAUDITED) | ||||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash, including cash equivalents: | ||||||
| 2003-$22,001; 2002-$38,883 | $ | 24,831 | $ | 40,890 | ||
| Receivables: | ||||||
| Traffic receivables, net of allowance for | ||||||
| doubtful accounts of $2,473 in 2003 and | ||||||
| $1,255 in 2002 | 15,358 | 15,968 | ||||
| Other | 2,425 | 3,380 | ||||
| Current notes receivable | | 37 | ||||
| Current restricted cash | 1,000 | 1,000 | ||||
| Other prepaid expenses and current assets | 5,829 | 7,543 | ||||
| Total Current Assets | 49,443 | 68,818 | ||||
| Vessels and other property, at cost | 1,058,500 | 974,685 | ||||
| Construction in progress | 26,734 | 37,857 | ||||
| Total vessels and other property | 1,085,234 | 1,012,542 | ||||
| Less accumulated depreciation | 128,393 | 109,732 | ||||
| Vessels and other property-net | 956,841 | 902,810 | ||||
| Drydock costs-net of amortization | 4,269 | 6,740 | ||||
| Non-current restricted cash | 2,500 | 3,000 | ||||
| Other assets and deferred charges | 19,560 | 8,253 | ||||
| Total Assets | $ | 1,032,613 | $ | 989,621 | ||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||
| Current Liabilities: | ||||||
| Accounts payable | $ | 9,871 | $ | 12,144 | ||
| Accrued liabilities: | ||||||
| Deferred charter hire revenue | 5,037 | 3,984 | ||||
| Voyage and vessel | 3,651 | 3,090 | ||||
| Interest | 2,780 | 3,501 | ||||
| Other | 6,536 | 3,859 | ||||
| Deferred gain on sale of vessels | 1,557 | 1,557 | ||||
| Current portion of long-term debt | 12,965 | 32,602 | ||||
| Total Current Liabilities | 42,397 | 60,737 | ||||
| Long-term debt | 488,242 | 477,959 | ||||
| Other liabilities | 6,077 | 6,459 | ||||
| Deferred gain on sale of vessels | 5,866 | 6,644 | ||||
| Stockholders equity | 490,031 | 437,822 | ||||
| Total Liabilities & Stockholders Equity | $ | 1,032,613 | $ | 989,621 | ||
See notes to condensed consolidated financial statements
4
OMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2003
(IN THOUSANDS)
(UNAUDITED)
Unearned |
Accumulated |
||||||||||||||
Compensation |
Other |
Total |
Comprehensive |
||||||||||||
Common Stock |
Capital |
Retained |
Restricted |
Comprehensive |
Stockholders |
Income |
|||||||||
Shares |
Amount |
Surplus |
Earnings |
Stock |
Loss |
Equity |
(Loss) |
||||||||
| Balance at January 1, 2003 | 76,779 |
$ 38,390 |
$321,447 |
$ 87,932 |
$ (3,658 |
) |
$ (6,289 |
) |
$ 437,822 |
||||||
| Comprehensive income: | |||||||||||||||
| Net income | 51,168 |
51,168 |
$ 51,168 |
||||||||||||
| Derivative gains | 382 |
382 |
382 |
||||||||||||
| Comprehensive income | $ 51,550 |
||||||||||||||
| Exercise of stock options | 71 |
36 |
104 |
140 |
|||||||||||
| Amortization of restricted stock | 519 |
519 |
|||||||||||||
| Balance at June 30, 2003 | 76,850 |
$ 38,426 |
$321,551 |
$139,100 |
$ (3,139 |
) |
$ (5,907 |
) |
$ 490,031 |
||||||
See notes to condensed consolidated financial statements
5
OMI CORPORATION AND SUBSIDIARIES |
||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||
(IN THOUSANDS) |
||||||
(UNAUDITED) |
||||||
| FOR THE SIX MONTHS | ||||||
| ENDED JUNE 30, | ||||||
| 2003 | 2002 | |||||
| CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: | ||||||
| Net income | $ | 51,168 | $ | 2,209 | ||
| Adjustments to reconcile net income to net cash | ||||||
| provided by operating activities: | ||||||
| Depreciation and amortization of vessels and | ||||||
| other property | 24,434 | 20,640 | ||||
| Loss on disposal of assets | 3,215 | 289 | ||||
| Loss on disposal of investments | | 547 | ||||
| Amortization of deferred gain on sale of vessels | (778 | ) | (524 | ) | ||
| Amortization of debt issue costs | 966 | 1,312 | ||||
| Amortization of restricted stock awards | 519 | 514 | ||||
| Deferred income taxes | | (307 | ) | |||
| Changes in assets and liabilities: | ||||||
| Decrease in receivables and other current assets | 3,094 | 923 | ||||
| Increase (decrease) in accounts payable and | ||||||
| accrued liabilities | 1,297 | (1,823 | ) | |||
| Decrease in other assets and | ||||||
| deferred charges | 22 | 687 | ||||
| Other | (6 | ) | 106 | |||
| Net cash provided by operating activities | 83,931 | 24,573 | ||||
| CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES: | ||||||
| Additions to vessels and other property | (96,478 | ) | (116,573 | ) | ||
| Proceeds from disposition of vessels | 9,555 | 58,009 | ||||
| Payments for drydocking | (745 | ) | (1,200 | ) | ||
| Proceeds from disposition of joint venture | 200 | | ||||
| Proceeds from notes receivable | 37 | 6,737 | ||||
| Proceeds from investments | | 6,129 | ||||
| Escrow of funds | 500 | 11,500 | ||||
| Net cash used by investing activities | (86,931 | ) | (35,398 | ) | ||
| CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES: | ||||||
| Proceeds from debt refinanced | | 65,000 | ||||
| Payments on debt refinanced | | (49,410 | ) | |||
| Proceeds from issuance of debt | 63,099 | 60,929 | ||||
| Payments on debt | (72,453 | ) | (47,697 | ) | ||
| Payments for debt issue costs | (3,845 | ) | (1,245 | ) | ||
| Proceeds from issuance of common stock | 140 | | ||||
| Net cash provided by financing activities | (13,059 | ) | 27,577 | |||
| Net (decrease) increase in cash and cash equivalents | (16,059 | ) | 16,752 | |||
| Cash and cash equivalents at beginning of year | 40,890 | 17,730 | ||||
| Cash and cash equivalents at end of period | $ | 24,831 | $ | 34,482 | ||
| See notes to condensed consolidated financial statements | ||||||
6
OMI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of Presentation and Principles of Consolidation
OMI Corporation (OMI or the Company), is a bulk shipping company incorporated January 9, 1998 in the Republic of the Marshall Islands. OMI is a leading seaborne transporter of crude oil and refined petroleum products operating in the international shipping markets. The unaudited condensed consolidated interim financial statements of OMI are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the Securities and Exchange Commissions instructions to Form 10-Q. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002. The results of operations for the three months ended June 30, 2003, are not necessarily indicative of the results for the entire fiscal year ending December 31, 2003.
The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
ReclassificationsCertain reclassifications have been made to the prior year financial statements to conform to the 2003 presentation. These reclassifications had no effect on previously reported net income.
Newly Issued Accounting StandardsThe Financial Accounting Standards Board FASB recently issued Statements of Financial Accounting Standards (SFAS), which are summarized as follows:
SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" was issued in May 2003. SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity and is effective for financial instruments entered into or modified after May 31, 2003 and for such instruments on July 1, 2003. The provisions of SFAS 150, which the Company adopted in 2003, did not have an effect on the Companys financial position or results of operations.
SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities was issued in April 2003. SFAS 149 amends SFAS 133, Accounting for Derivative Instruments and Hedging Activities, to provide clarification on the meaning of an underlying, the characteristics of a derivative that contains financing components and the meaning of an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors. SFAS 149 will be applied prospectively and is effective for contracts entered into or modified after June 30, 2003. The provisions of SFAS 149, which the Company adopted in 2003, did not have an effect on the Companys financial position or results of operations.
7
Note 1 - Basis of Presentation and Principles of Consolidation (continued)
SFAS 148, Accounting for Stock-Based Compensation Transition and Disclosure was issued in December 2002. SFAS 148 amends SFAS 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition to SFAS 123s fair value method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure provisions of SFAS 123 and APB Opinion 28, Interim Financial Reporting, to require disclosure in the summary of significant accounting policies of the effects of an entitys accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. While SFAS 148 does not amend SFAS 123 to require companies to account for employee stock options using the fair value method, the disclosure provisions of SFAS 148 are applicable to all companies with stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of SFAS 123 or the intrinsic value method of APB Opinion 25. As allowed by SFAS 123, the Company has elected to continue to utilize the accounting method prescribed by APB Opinion 25 and has adopted the disclosure requirements of SFAS 123. The disclosure provisions of SFAS 148, effective for fiscal years ending after December 15, 2002, have been adopted by the Company, with the appropriate disclosures under Stock-Based Compensation.
In January 2003, the FASB issued Financial Interpretation No. 46 (FIN 46), which addresses financial reporting requirements for variable interest entities, also referred to as special purpose entities. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (1) does not have equity investors with voting rights; or (2) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property and may be essentially passive or it may engage in research and development or other activities on behalf of another company. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The adoption of FIN 46 did not have an effect on the Companys financial position or results of operations.
Stock-Based Compensation The Company has elected to account for stock options using the intrinsic value method in accordance with APB Opinion 25. Accordingly, when stock options are granted at fair market value, no compensation expense is recognized for stock options issued under the Companys stock option plans. The Company records compensation expense for other stock-based compensation awards, such as restricted stock awards, over the vesting periods. The Company has adopted the disclosure only provisions of SFAS 123, Accounting for Stock-Based Compensation. Accordingly, the following pro forma disclosures illustrate the effect on net income and earnings per share as if the fair value based method of accounting, as set forth in SFAS 123, had been applied.
8
Note 1 - Basis of Presentation and Principles of Consolidation (continued)
| FOR THE | FOR THE | |||||||||||
| THREE MONTHS | SIX MONTHS | |||||||||||
| ENDED JUNE 30, | ENDED JUNE 30, | |||||||||||
| (in thousands, except per share data) | 2003 |
2002 |
2003 |
2002 |
||||||||
| Net income, as reported | $ | 25,440 | $ | 1,832 | $ | 51,168 | $ | 2,209 | ||||
| Deduct: | ||||||||||||
| Stock based compensation expense | ||||||||||||
| determined by using the fair | ||||||||||||
| value method | 64 | 183 | 94 | 322 | ||||||||
| Pro forma net income | $ | 25,376 | $ | 1,649 | $ | 51,074 | $ | 1,887 | ||||
| Basic earnings per common share: | ||||||||||||
| Net income per common share, | ||||||||||||
| as reported | $ | 0.33 | $ | 0.03 | $ | 0.67 | $ | 0.03 | ||||
| Net income per common share, | ||||||||||||
| as pro forma | $ | 0.33 | $ | 0.02 | $ | 0.66 | $ | 0.03 | ||||
| Diluted earnings per common share: | ||||||||||||
| Net income per common share, | ||||||||||||
| as reported | $ | 0.33 | $ | 0.03 | $ | 0.66 | $ | 0.03 | ||||
| Net income per common share, | ||||||||||||
| as pro forma | $ | 0.33 | $ | 0.02 | $ | 0.66 | $ | 0.03 | ||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the three and six month period: no dividend yield; expected volatility of 72.5%; risk-free interest rate of 2.42%; and the weighted average expected lives of options for the three and six months ended June 30, 2003 was 3.6 years and 3.9 years for the three and six months ended June 30, 2002. There were no options granted during the six months ended June 30, 2003 and 30,000 options granted at a grant price of $3.93 during the six months ended June 30, 2002.
Restricted Stock
As of June 30, 2003, the Company had granted an aggregate of 920,000 shares of restricted stock to certain of its officers, directors and employees. The market value of restricted stock awarded totaled an aggregate of approximately $5,201,000 on the respective grant dates and was recorded as unearned compensation as a separate component of stockholders equity. The Company is amortizing unearned compensation over the vesting periods. During the three months ended June 30, 2003 and 2002, we recognized $259,000 of compensation expense related to restricted stock in each period. For the six months ended June 30, 2003 and 2002, we recognized compensation expense related to restricted stock of $519,000 and $514,000, respectively.
Note 2 Credit Facilities and Loan Agreements
As of June 30, 2003 the Companys debt and credit arrangements consisted of the following (in thousands):
| Loans under bank credit agreements at a margin plus | |||
| variable rates of the London Interbank Offering | |||
| Rate (LIBOR) (1) (2) | $ | 500,522 | |
| 7.00% Convertible Note due 2004 | 685 | ||
| Total | 501,207 | ||
| Less current portion of long-term debt | 12,965 | ||
| Long-term debt | $ | 488,242 | |
9
Note 2 Credit Facilities and Loan Agreements (continued)
(1) Rates at June 30, 2003 ranged from 2.3125 percent to 3.58 percent (including margins).
(2) During the six months ended June 30, 2003, OMI had various interest rate swaps/FRAs that fix notional amounts aggregating $332,450,000 of variable rate debt ranging from 1.79% to 4.86% (excluding margins) with maturity dates ranging from December 2003 to October 2005, respectively.
All of our loan agreements contain restrictive covenants as to certain cash, net worth, maintenance of specified financial ratios and collateral values. They also restrict the Companys ability to make certain payments, such as dividends and repurchase of its stock. As of June 30, 2003, the Company was in compliance with its covenants.
2003 Financing Transactions
On June 13, 2003, the Company obtained an eight-year $64,800,000 term loan to partially finance the purchase of two Panamax newbuildings, one of which was delivered in April 2003 and the other of which was delivered in July 2003. At June 30, 2003, the balance of the loan was $32,400,000. An additional $32,400,000 was drawn in July 2003 upon the delivery of the second newbuilding. Each tranche of $32,400,000 is being repaid in 32 quarterly installments (the first 20 at $870,000 and next 12 at $500,000) plus a balloon of $9,000,000 due with the last installment. The outstanding balance of the loan bears interest at LIBOR plus a margin of 0.90%.
In June 2003, we arranged for two eight-year term loans aggregating $68,775,000 to partially finance two 2000 built double-hull Suezmax tankers, the HUDSON and the POTOMAC, upon delivery of the vessels in August 2003. The loans bear interest at LIBOR plus a fixed margin of 1.25%. One loan will be repaid in 16 semi-annual payments of $1,330,000 plus a balloon payment of $13,195,000 upon maturing in August 2011. The other loan requires 32 quarterly payments of $650,000 plus a balloon payment of $13,500,000 when the loan matures in August 2011.
On March 14, 2003, the Company consolidated, amended and restated two loan agreements. The modification resulted in a reducing revolving credit facility in the amount of $245,000,000 ($245 Facility), which matures on March 14, 2010. The loan bears interest at LIBOR plus a fixed margin of 1.625%. This facility is secured by 16 vessels after the disposal of two product carriers in April and May 2003. The $245 facility was amended after the dispositions as follows:
| | the facility was reduced by approximately $6,900,000, |
| | the first 20 quarterly reductions became $4,734,000, |
| | the next 7 quarterly reductions became $4,024,000, and |
| | the balloon and final payment is $115,250,000. |
As of June 30, 2003, the available debt undrawn under all credit facilities was $64,193,000. Currently, approximately $80,000,000 of undrawn debt is available.
10
Note 3 Financial Instruments
All derivatives are recognized on the Companys balance sheet at their fair values. On the date the derivative contract is entered into the Company designates the derivative as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge) or (2) a hedge of a forecasted transaction (cash flow hedge). The Company does not have foreign-currency cash-flow or fair-value hedges (foreign currency hedge) or a hedge of a net investment in a foreign operation.
As of June 30, 2003, the Company had interest rate swaps and Future Rate Agreements (FRAs) to effectively convert a portion of its debt from a floating to a fixed-rate basis. The swaps and FRAs are designated and qualify as cash flow hedges. These swap contracts and FRAs were effective hedges and therefore no ineffectiveness was recorded in the Condensed Consolidated Statements of Income.
OMI entered into interest-rate swap and FRA agreements to manage interest costs and the risk associated with changing LIBOR interest rates. As of June 30, 2003, we had various interest rate swaps/FRAs aggregating $390,290,000 (which includes a notional amount of $57,840,000 on an interest rate swap that commences in 2004) on various debt tranches within a range of 1.79% to 4.86% expiring from December 2003 to October 2008. The Company will pay fixed-rate interest amounts and will receive floating-rate interest amounts based on three month LIBOR settings (for a term equal to the swaps' reset periods). As of June 30, 2003, the Company has recorded a liability which is included in Other liabilities in the Balance Sheet of $5,907,000 related to the fair market value of these hedges and a corresponding charge to Other comprehensive income.
Note 4 Earnings Per Common Share
The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share assumes the foregoing and the exercise of all stock options using the treasury stock method and the conversion of the 7% convertible note due 2004, to the extent dilutive.
The components of the denominator for the calculation of basic and diluted earnings per share and the results of such calculations are as follows:
| FOR THE | FOR THE | |||||||||||
| THREE MONTHS | SIX MONTHS | |||||||||||
| ENDED JUNE 30, | ENDED JUNE 30, | |||||||||||
| (in thousands, except per share amounts) | 2003 |
2002 |
2003 |
2002 |
||||||||
| Basic earnings per share: | ||||||||||||
| Weighted average common shares | ||||||||||||
| outstanding | 76,846 | 70,279 | 76,841 | 70,264 | ||||||||
| Diluted earnings per share: | ||||||||||||
| Weighted average common shares | ||||||||||||
| outstanding | 76,846 |
70,279 | 76,841 | 70,264 | ||||||||
| Options | 277 |
229 | 210 | 211 | ||||||||
| 7% Convertible notes | |
| | | ||||||||
| Weighted average common shares | ||||||||||||
| Outstanding-diluted | 77,123 |
70,508 | 77,051 | 70,475 | ||||||||
| Basic earnings per share: | ||||||||||||
| Net income | $ 0.33 |
$ 0.03 | $ 0.67 | $ 0.03 | ||||||||
| Diluted earnings per share: | ||||||||||||
| Net income | $ 0.33 |
$ 0.03 | $ 0.66 | $ 0.03 | ||||||||
11
Note 4 Earnings Per Common Share (continued)
The effect of the assumed conversion of the 7% convertible notes due 2004 was not included in the computation of diluted earnings per share for the three and six months ended June 30, 2003 and 2002 because the average price of OMIs stock was less than the stock conversion price of $7.375.
Note 5 - Supplemental Cash Flow Information
During the six months ended June 30, 2003 and 2002 interest paid totaled approximately $11,964,000 and $11,564,000, respectively.
During March 2002, OMI issued 11,073 shares at $2.89 to one director in lieu of his annual fee of $32,000.
Note 6 Acquisitions
During April 2003, we took delivery of a Panamax newbuilding, the OTTAWA. Total capitalized costs aggregated approximately $37,800,000 ($26,312,000 of cash was paid in 2003). This vessel was partially financed with a bank loan (see Note 2) and began a five-year time charter upon delivery. During July 2003, the OTTAWAs sister-ship was delivered (see Note 9).
During January and March 2003, we took delivery of two handymax product carriers contracted from a shipyard. Total capitalized costs for both vessels aggregated approximately $60,639,000 ($41,975,000 of cash was paid in 2003). These vessels were partially financed under the $348 Facility and began three-year time charters upon delivery.
Note 7 Disposal of Vessels
During the second quarter 2003, OMI sold two 1984 built single-hull product carriers for an aggregate of approximately $9,555,000, one of which was delivered in April 2003, and the other was delivered in May 2003. For the six months ended June 30, 2003, a loss on disposal of $3,215,000 was recorded to the Condensed Consolidated Statements of Income resulting from sale of these vessels.
Note 8 - Financial Information Relating to Segments
The Company organizes its business principally into two operating segments. These segments and their respective operations are as follows:
Crude Oil Tanker Fleet - includes vessels that normally carry crude oil and dirty products. The current fleet includes four sizes of vessels; Suezmax, ULCC, Panamax and handysize.
Product Carrier Fleet - includes vessels that normally carry refined petroleum products such as gasoline, naphtha and kerosene. This fleet includes three sizes of vessels, Panamax, handymax and handysize vessels.
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Note 8 - Financial Information Relating to Segments (continued)
The following is a summary of the operations by major operating segments for the three and six months ended June 30, 2003 and June 30, 2002: