Washington, D.C.  20549

 

 

FORM 10-Q

 

ý                                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

 

OR

 

o                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM           TO          

 

COMMISSION FILE NO. 001-31920

 

 

K-SEA TRANSPORTATION PARTNERS L.P.

(Exact name of registrant as specified)

 

 

3245 Richmond Terrace
Staten Island, New York 10303
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (718) 720-9306

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

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 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 ý   NO o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  YES  o  NO ý

 

At May 17, 2004, the number of the issuer’s outstanding common units was 4,165,000.

 

 

K-SEA TRANSPORTATION PARTNERS L.P.
Successor to K-Sea Transportation LLC (Predecessor)
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2004

 

TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION

 

		P­age
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of March 31, 2004 (unaudited) and June 30, 2003	1
	Unaudited Consolidated Statements of Operations for the three and nine-month periods ended March 31, 2004 and 2003	2
	Unaudited Consolidated Statement of Partners’ Capital/ Members’ Equity for the nine-month period ended March 31, 2004	3
	Unaudited Consolidated Statements of Cash Flows for the nine-month periods ended March 31, 2004 and 2003	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	28
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.	28
Item 2.	Changes in Securities and Use of Proceeds.	29
Item 3.	Defaults Upon Senior Securities.	30
Item 4.	Submission of Matters to a Vote of Security Holders.	30
Item 5.	Other Information.	30
Item 6.	Exhibits and Reports on Form 8-K.	30
	SIGNATURES	34

 

 

References in this Form 10-Q to “K-Sea Transportation Partners L.P.,” the “Partnership,” “we,” “our,” “us” or like terms when used in a historical context refer to the net assets of K-Sea Transportation LLC and its subsidiaries that were contributed to K-Sea Transportation Partners L.P. and its subsidiaries in connection with the initial public offering of common units representing limited partner interests in K-Sea Transportation Partners L.P.  When used in the present tense or prospectively, those terms refer to K-Sea Transportation Partners L.P.

 

i

 

PART I.  FINANCIAL INFORMATION

 

Item 1.           Financial Statements.

 

K-SEA TRANSPORTATION PARTNERS L.P. (Notes 1 and 2)
Successor to K-Sea Transportation LLC (Predecessor)

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

		March 31, 2004			June 30, 2003
		(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,614		$	26
Title XI reserve fund		734			5,210
Accounts receivable, net		14,162			8,572
Deferred taxes		—			545
Prepaid expenses and other current assets		2,531			2,012
Total current assets		19,041			16,365
Vessels and equipment, net		183,406			145,520
Construction in progress		14,266			2,723
Title XI reserve fund		1,519			7,254
Deferred financing costs, net		4,247			3,389
Other assets, net		5,501			3,077
Total assets		$	227,980		$	178,328
LIABILITIES AND PARTNERS’ CAPITAL / MEMBERS’ EQUITY
CURRENT LIABILITIES:
Credit line borrowings		$	—		$	8,525
Current portion of long-term debt		3,288			13,669
Accounts payable		6,571			5,623
Accrued expenses and other current liabilities		4,183			3,961
Total current liabilities		14,042			31,778
Title XI bonds		37,596			39,026
Term loans		23,239			35,333
Credit line borrowings		12,950			—
Subordinated notes payable		—			17,450
Deferred taxes		2,109			13,451
Total liabilities		89,936			137,038
Commitments and contingencies
Partners’ capital		138,044			—
Members’ equity		—			41,290
Total liabilities and partners’ capital/ members’ equity		$	227,980		$	178,328

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1

 

K-SEA TRANSPORTATION PARTNERS L.P. (Notes 1 and 2)
Successor to K-Sea Transportation LLC (Predecessor)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

 

			For the Three Months Ended March 31,						For the Nine Months Ended March 31,
			2004			2003			2004			2003
Voyage revenue			$	25,545		$	24,226		$	68,975		$	64,347
Bareboat charter and other revenue			483			1,823			1,555			3,064
Total revenues			26,028			26,049			70,530			67,411
Voyage expenses			4,108			4,624			11,643			10,843
Vessel operating expenses			10,134			9,603			29,142			27,446
General and administrative expenses			1,959			1,482			5,746			5,489
Depreciation and amortization			4,879			4,038			13,159			12,385
Loss on sale of vessels			139