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 May, 2001 CENARGO INTERNATIONAL PLC (Translation of registrant's name into English) Puttenham Priory Puttenham Surrey GU3 1AR United Kingdom (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 Cenargo International Plc's quarterly report for the period ended March 31, 2001 containing a Management's Discussion and Analysis of Financial Condition and Results of Operation and Unaudited Consolidated Financial Statements. 2 CENARGO INTERNATIONAL PLC QUARTERLY REPORT MARCH 31, 2001 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Cenargo, an English company, is a diversified international transportation group specialising in European freight and passenger ferry services, international ship owning and chartering, the movement of surface and airfreight and the management of freight logistics. RESULTS OF OPERATIONS Three months ended March 31, 2001 compared to three months ended March 31, 2000. Operating Revenues Operating revenues increased in the second quarter ended March 31, 2001 (the '2001 quarter') by 5.5 million pound sterling to 29.7 million pound sterling compared to 24.2 million pound sterling in the second quarter ended March 31, 2000 (the '2000 quarter'). The increase comprises a 3.7 million pound sterling increase in charter hire revenues, 0.3 million pound sterling increase in Irish Sea revenues, and a 1.5 million pound sterling increase in logistics and other income. The increase in charter hire revenues follows delivery of Northern and Midnight Merchant in March and September 2000 respectively and the charter of those two vessels to third parties from delivery. The increase of 0.3 million pound sterling in Irish Sea revenues is after taking into account penalties and liquidated damages of $2.7 million included in the 2000 quarter. The increase of 1.5 million pound sterling in logistics' revenues represents increased levels of business from the group's logistics' operations. Operating Expenses Vessel and other operating costs increased by 4.0 million pound sterling to 22.3 million pound sterling compared to 18.3 million pound sterling in the 2000 quarter primarily as a result of the inclusion of the operating costs of Northern and Midnight Merchant delivered in March and September 2000 respectively and increased volume of business in the Irish Sea and Logistics' operations. Depreciation for the 2001 quarter has increased by 0.3 million pound sterling to 1.9 million pound sterling compared to 1.6 million pound sterling in the 2000 quarter. This mainly arises as a result of the inclusion of capital costs relating to the Northern and Midnight Merchant. 1 General and administration expenses for the 2001 quarter decreased by 0.3 million pound sterling to 2.1 million pound sterling compared to 2.4 million pound sterling in the 2000 quarter. The reduction mainly represents the rationalisation of staffing levels throughout the group. Primarily as a result of these developments total operating expenses increased by 4.2 million pound sterling to 26.5 million pound sterling for the 2001 quarter compared to 22.3 million pound sterling for the 2000 quarter. Net Operating Income As a result of the foregoing factors net operating income increased by 1.3 million pound sterling to 3.1 million pound sterling for the 2001 quarter compared to net operating income of 1.8 million pound sterling in the 2000 quarter. Other Income/ Expenses Interest expense in the 2001 quarter increased by 0.3 million pound sterling to 3.3 million pound sterling compared to 3.0 million pound sterling in the 2000 quarter. This mainly represents the costs of the financing of Lagan and Mersey Viking purchased during the 2001 quarter. Net Loss As a result of the foregoing factors the net loss decreased by 0.6 million pound sterling to breakeven in the 2001 quarter, compared to 0.6 million pound sterling loss in the 2000 quarter. Six months ended 31st March 2001 compared to six months ended 31st March 2000. Operating Revenues Operating revenues in the six months ended March 31, 2001 (the '2001 period') increased by 9.7 million pound sterling to 59.7 million pound sterling compared to 50 million pound sterling in the six months to March 31, 2000 (the '2000 period'). The increase comprises 7.6 million pound sterling in charter hire revenues a reduction of 1.4 million pound sterling in Irish Sea revenues and an increase of 3.5 million pound sterling in logistics' revenues. The increase in charter hire revenues is mainly due to the delivery of Northern and Midnight Merchant in March and September 2000 respectively. Both vessels were chartered out to third parties following delivery. The reduction in Irish Sea revenue is after taking into account approximately 4.5 million pound sterling of compensation and late 2 delivery claims in the 2000 period. After taking this into account there was an increase in revenues of 3.1 million pound sterling from Irish Sea operations in the 2001 period, mainly arising from improved volumes. The increase in logistics' revenues is mainly attributable to increased levels of business. Operating Expenses Vessel and other operating expenses increased in the 2001 period by 9.1 million pound sterling to 47.4 million pound sterling compared to 38.3 million pound sterling in the 2000 period. This mainly reflects the inclusion of the operating costs of Northern and Midnight Merchant delivered in March and September 2000, respectively together with increased volumes in the group's Irish Sea and logistics' businesses. Depreciation for the 2001 period increased by 0.5 million pound sterling to 3.8 million pound sterling from 3.3 million pound sterling in the 2000 period. This mainly reflects capital costs associated with the Northern and Midnight Merchant. Amortisation of drydocking in the 2001 period increased by 0.3 million pound sterling to 0.9 million pound sterling from 0.6 million pound sterling in the 2000 period, mainly due to higher cost of drydocking the group's fleet. General and administrative expenses in the 2001 period reduced by 0.7 million pound sterling to 4.0 million pound sterling from 4.7 million pound sterling in the 2000 period. This mainly reflects rationalisation of staffing levels throughout the group. Primarily as a result of these developments the total operating expenses increased in the 2001 period by 10.8 million pound sterling to 56.4 million pound sterling compared to 45.6 million pound sterling in the 2000 period. Net Operating Income As a result of the foregoing factors net operating income decreased by 1.1 million pound sterling to 3.3 million pound sterling in the 2001 period compared to 4.4 million pound sterling in the 2000 period. Other Income / Expenses Interest expense in the 2001 period increased by 0.3 million pound sterling to 6.4 million pound sterling compared to 6.1 million pound sterling in the 2000 period. This mainly represents the cost of the financing of Lagan and Mersey Viking purchased in March 2001. 3 Breakage costs on termination of capital leases reduced by 0.8 million pound sterling to nil in the 2001 period compared 0.8 million pound sterling in the 2000 period. These were no breakage costs in the 2001 period. Net Loss As a result of the foregoing the net loss for the 2001 period increased by 0.5 million pound sterling to 1.9 million pound sterling compared to 1.4 million pound sterling in the 2000 period. Liquidity and Capital Reserves Total shareholders' equity at March 31, 2001 was 24.5 million pound sterling compared to 26.0 million pound sterling at March 31, 2000. The decrease of 1.5 million pound sterling is represented by a net loss for the twelve months of 0.2 million pound sterling and a cumulated currency translation adjustment of 1.0 million pound sterling. Long term debt at March 31, 2001 mainly consists of 121.7 million pound sterling of 9% First Priority Ship Mortgage Notes, and 41.3 million pound sterling mainly relating to the purchase of the Lagan and Mersey Viking in March 2001. On March 31, 2001 the Company had cash and cash equivalents of 10.3 million pound sterling compared to 7.5 million pound sterling at March 31, 2000. The Company's free cash at March 31, 2001 was 7.2 million pound sterling. Taxation The UK Treasury published the Finance Bill in April 2000, including the proposed UK tonnage tax regime. The bill will become law in late summer 2000. The tonnage tax regime will allow UK shipping companies to elect to pay corporate tax based on a nominal profit derived from the net tonnage of its ships. Non shipping activities will be "ring fenced" and taxed as before, based on taxable net income. The regime is intended to promote the UK shipping industry and its competitive position. Cenargo is considering entering the tonnage tax regime from October 1, 2000 or 2001. This will allow Cenargo to operate its ferry and shipping business virtually tax-free. Transitional rules of the regime mean that the majority of the Company's deferred tax liability (7.6 million pound sterling at March 31, 2001) will be extinguished over a seven year period at approximately 15% per annum. 4 SEGMENT ANALYSIS Irish Sea As in previous years the quarter's results were adversely effected by the winter weather. Having said that, the RoPax vessels on the Liverpool - Dublin and Liverpool - Belfast services only lost one sailing during the quarter. The reliability of these services is proving to be a strong marketing point with existing and potential new customers. Volumes carried during the quarter were as follows: ETU's - ----- LIVERPOOL - BELFAST 33,363 LIVERPOOL - DUBLIN 28,465 HEYSHAM - BELFAST 33,044 HEYSHAM - DUBLIN 17,352 ------ 112,224 ------- Volumes were approximately 8% higher than for the same quarter last year. Rate increases averaging 3% have been agreed with customers. The full impact of this will show through in Quarter 3. Fuel costs eased during the Quarter and the group took advantage of the reduced costs by hedging 50% of its requirements for Q3 and Q4 2001. To date the outbreak of foot and mouth disease has had little impact on freight and passenger volumes. The Group purchased Lagan Viking and Mersey Viking in early March 2001 as previously advised. The benefit of owning these two vessels, as compared to chartering them, will show through strongly from and including Quarter 3, 2001. Two of the group's competitors, Irish Continental Group and Stena, introduced additional capacity on the Irish Sea during the quarter. To date little impact has been felt by the Group following the introduction of this extra capacity. The group does however expect stiffer competition in the short term. 5 Ferrimaroc Ferrimaroc had a much stronger Quarter than budgeted. This was in part due to a substantial growth in the market (c. 23%) and the failure of the competitor pool to provide a proper service. Ferrimaroc's carryings in March 2001 were, as a result, 57% higher for passengers and over a 100% higher for freight. Discussions have continued in relation to Ferrimaroc joining the pool. The following agreement has been reached for operations during Summer 2001: Scirocco will be time chartered to Comarit, one of the members of the pool, for the summer season. An advertised sailing schedule including Ferrimaroc's Mistral and the pool's three vessels has been agreed. Passenger and passenger car tariffs are to be increased by 11%. As a result EBTIDA for fiscal 2001 should be significantly better than last year. Discussions continue about Ferrimaroc joining the pool following Summer 2001. EUROPEAN MONETARY UNION - EURO On January 1 1999, eleven member countries of the European Union established fixed conversion rates between their existing sovereign currencies, and adopted the Euro as their new common currency. The Euro is currently trading on currency exchanges and the legacy currencies will remain legal tender in participating countries for a transition period between January 1, 1999 and January 1, 2002. During the transition period, non- cash payments can be made in the Euro and parties can elect to pay for goods and services and transact business using either Euro or a legacy currency. Between January 1, 2002 and July 1, 2002 the participating countries will introduce Euro notes and coins and will withdraw all legacy currencies so that they will no longer be available. Although the United Kingdom is currently not participating in the Euro the Company's businesses trade extensively within the Euro Zone. The Company will continue to evaluate all pricing, currency risk, accounting, tax, governmental, legal and regulatory issues as guidance becomes available. Based on current information the Company does not expect that Euro conversion will have a material adverse affect on its business or financial condition. 6 FORWARD LOOKING STATEMENTS This release contains forward looking statements (as defined in Section 21E of the Securities Act 1934, as amended) which reflect management's current views with respect to certain future events and performance, including statements relating to multi purpose vessel charters and Irish sea freight ferry volumes and rates, logistics and cash. The following factors are among those that could cause actual results to differ materially from the forward looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statements: changes in the political environment in Northern Ireland and Eire, Spain and Morocco, changes in the level of competition in the Irish Sea and Mediterranean, changes in the ability to provide a regular scheduled service on the Irish sea and the company's Mediterranean service. 7 Unaudited Consolidated Statements of Income Three Months Ended March 31, 2001, 2000 (Expressed in 000 pound sterling) 2001 2000 Operating revenues Charterhire income 3,746 - Ferry service income (3b) 21,256 20,953 Logistics and other income 4,719 3,233 Brokers' commission - - -------- -------- 29,721 24,186 -------- -------- Operating expenses Vessel and other operating costs 22,316 18,322 Depreciation 1,903 1,591 Amortisation of drydocking 303 271 Goodwill amortisation 289 284 General and administrative exps 2,069 2,408 Foreign exchange (gain) loss (312) (532) -------- -------- 26,568 22,344 -------- -------- Operating income 3,153 1,843 Other income (expense) Interest income 117 100 Interest expense (3,284) (3,004) Loss on disposal of assets (76) (28) -------- -------- (3,243) (2,932) -------- -------- Loss before income taxes (90) (1,089) Income taxes 68 521 Minority Interests - (21) -------- -------- Net Loss (22) (589) -------- -------- Additional financial information EBITDA (note 4) 5,572 3,961 EBITDA to interest expense, net 1.8x 1.4x 8 Unaudited Consolidated Statements of Income Six Months Ended March 31, 2001, 2000 (Expressed in 000 pound sterling) 2001 2000 Operating revenues Charterhire income 7,613 - Ferry service income (3b) 41,499 42,933 Logistics and other income 10,620 7,074 -------- -------- 59,732 50,007 -------- -------- Operating expenses Vessel and other operating costs 47,440 38,300 Depreciation 3,830 3,284 Amortisation of drydocking 866 614 Goodwill amortisation 592 562 General and administrative exps 3,998 4,745 Foreign exchange (gain)/loss (347) 71 -------- -------- 56,379 45,576 -------- -------- Operating income 3,353 4,431 Other income (expense) Interest income 307 264 Interest expense (6,372) (6,128) Breakage costs on termination of capital leases - (765) Gain on disposal of assets (74) 55 -------- -------- (6,139) (6,574) -------- -------- Loss before income taxes (2,786) (2,143) Income taxes 882 796 Minority Interests - (33) -------- -------- Net Loss (1,904) (1,380) -------- -------- 9 Additional financial information EBITDA (note 4) 8,566 8,945 EBITDA to interest expense, net (excluding capital lease breakage costs) 1.4x 1.5x 10 Unaudited Consolidated Balance Sheets As of March 31, 2001, 2000 (Expressed in 000 pound sterling) 2001 2000 Assets Current assets Cash and cash equivalents 7,179 5,433 Cash held in escrow and blocked deposits 3,124 2,091 Trade accounts receivable 19,047 17,831 Other receivables 2,000 1,071 Inventories 883 1,240 Prepaid expenses and accrued income 4,044 3,539 -------- -------- 36,277 31,205 Land and buildings 12,070 11,854 Vessels and equipment 137,855 88,478 Vessels under construction - 22,426 Loans to joint ventures 2,620 2,483 Other investments 1 351 Goodwill, net 20,114 19,188 Deferred charges, net 7,083 5,800 Pension fund debtor 3,467 3,375 Total assets -------- -------- 219,487 185,160 -------- -------- Liabilities and shareholders' equity Current liabilities Current maturities of long-term debt 4,375 922 Capital lease obligations 683 345 Trade accounts payable 5,964 5,928 Accrued expenses 5,584 3,688 Accrued interest - ship mortgage notes 3,534 3,135 Due from joint ventures - 48 Other creditors 2,767 1,726 -------- -------- 22,907 15,792 -------- -------- Long-term liabilities Long-term debt 41,320 24,483 Ship mortgage notes 121,704 108,289 Capital lease obligations 909 1,702 Other creditors 524 1,239 11 Deferred taxation 7,578 7,689 -------- -------- Total liabilities 194,942 159,194 -------- -------- Shareholders' equity Share capital 13 13 Accumulated other comprehensive income: cumulative translation adjustment (1,691) (688) Retained earnings 26,223 26,641 -------- -------- Total shareholders' equity 24,545 25,966 -------- -------- Total liabilities and shareholders' equity 219,487 185,160 -------- -------- 12 Unaudited Consolidated Statements of Cash Flows Six Months Ended March 31, 2001, 2000 (Expressed in 000 pound sterling) 2001 2000 Operating Activities Net income (loss) (1,904) (1,381) Amortisation of drydocking and deferred charges 866 614 Amortisation of ship mortgage notes discount 93 83 Depreciation 3,737 3,284 (Gain) loss on disposition of fixed assets 74 (54) Foreign exchange adjustment 1,852 (904) Goodwill amortisation 592 561 (Increase) decrease in pension debtor - (68) (Increase) decrease in trade debtors 525 1,047 (Increase) decrease in other debtors (425) 2,457 (Increase) decrease in stock 144 (115) (Increase) decrease in prepayments and accrued income (464) (2,999) Increase (decrease) in trade creditors (202) (86) Increase (decrease) in other creditors (1,862) (1,405) Increase (decrease) in accrued expenses 2,556 (1,224) Increase (decrease) in deferred tax liability (3,121) (568) -------- -------- Net cash (used) in operating activities (2,461) ( 758) -------- -------- Investing activities Additions to vessels and equipment (44,007) (962) Additions to vessels under construction - (11,741) Additions to land and buildings (3,761) Purchase of subsidiary companies, net of cash acquired - (21,867) Proceeds from sale of capital assets - 27,636 -------- -------- (44,007) (10,695) -------- -------- Financing activities Proceeds from long-term debt 41,991 10,719 Repayment of long-term debt - (27,286) Due to joint ventures 246 490 Repayments of capital leases (425) (8,361) Proceeds from capital leases - - Deferred charges paid - (41) 13 -------- -------- 41,812 (24,479) -------- -------- Net increase (decrease) in cash and cash equivalents 266 (35,932) Cash and cash equivalents at beginning of period 10,037 43,455 -------- -------- Cash and cash equivalents at end of period 10,303 7,523 -------- -------- 14 Notes to Unaudited Consolidated Financial Statements March 31, 2001, 2000 1. Interim accounting policy In the opinion of management of Cenargo International Plc (the "Company") the accompanying unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly in accordance with accounting principles generally accepted in the U.S. the financial position of the Company and the results of operations and cash flows for the six months ended March 31, 2001 and 2000. Although the Company believes that the disclosure in these financial statements is adequate to make the information presented not misleading, certain information and footnote information normally included in interim financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Results of operations for the six months ended March 31, 2001 and 2000 are not necessarily indicative of what operating results may be for the full year. 2. Changes in shareholder's equity Cumulative Ordinary translation share Retained adjustment capital earnings ---------- -------- -------- (in pound sterling) Balance at September 30, 1999 260 13 27,822 Net income (loss) (948) - (1,381) -------- -------- -------- Balance at March 31, 2000 (688) 13 26,441 ======= ======== ======== Balance at September 30, 2000 (2,643) 13 28,127 Net income (loss) 952 - (1,904) -------- -------- -------- Balance at March 31, 2001 (1,691) 13 26,223 ======== ======== ======= 15 3. Contingent liabilities and assets (a) The company insures the legal liability risks for its shipping activities with the Steamship Mutual, UK Mutual and North of England mutual protection and indemnity associations. As a member of mutual associations, the company is subject to calls payable to the associations based on the company's claims record in addition to the claims record of all other members of the associations. A contingent liability exists to the extent that the claims records of the members of the associations in the aggregate show significant deterioration which result in additional calls on the members. (b) The Company has entered a claim for damaged in the amount of Spanish Pesetas 3,800,000 against Ministeria de Comunicaciones, Transportes y Medio Ambiente now Ministreria De Fomento relating to the company being prevented from operating a ferry service between Spain and Morocco. The Company continues to pursue the case. The Company under an agreement with the Spanish Government has received two billion pesetas on delivery of RoPax three and four as partial settlement of the claim. 4. Segment Information The Company has adopted FASB Statement No. 131, "Disclosures about Segments of Business Enterprise and Related Information". The Company is managed in three operating segments: Irish Sea Ferries, Ferrimaroc and Logistics and Other Activities. Corporate includes certain central overhead costs, central financing costs and other general corporate income and expenditure. The Company utilises EBITDA as a measure of segmental performance. The Company defines EBITDA as net income (loss) before taxes, interest expense, interest income, depreciation, provision for impairment in value of vessels, amortisation of dry-docking and special survey costs, amortisation of goodwill, gain or loss from joint ventures and minority interest. Certain financial information is presented below: amounts are in thousands of US Dollars. 16 Irish Sea Logistics Shipowning Ferries Ferrimaroc and Other & Chartering Total --------- ---------- --------- ------------ ----- Three Months to March 31, 2001 Revenue 19,221 2,035 4,719 3,746 29,721 EBITDA 4,157 172 442 801 5,572 Tangible assets 124,580 10,585 5,623 9,137 149,925 Capital expenditure 43,879 - 128 - 44,007 Three months to March 31, 2000 Revenue 19,834 1,119 3,233 - 24,186 EBITDA 4,015 (333) 53 226 3,961 Tangible assets 98,976 10,254 6,075 7,452 122,757 Capital expenditure 6,303 - 696 - 6,999 Six months to March 31, 2001 Revenue 37,859 3,639 10,620 7,613 59,731 EBITDA 6,419 (171) 810 1,508 8,566 Capital expenditure 43,879 - 128 - 44,007 Six months to March 31, 2000 Revenue 40,614 2,318 7,074 - 50,006 EBITDA 10,075 (670) 230 (690) 8,945 Capital expenditure 11,596 - 4,665 - 16,261 EBITDA for all reportable segments differs from consolidated income (loss) before income taxes reported in the consolidated statements of income as follows: amounts are in thousands of US Dollars: Three months Six months Ended March 31 Ended March 31 2001 2000 2001 2000 ---- ---- ---- ---- EBITDA 5,572 3,961 8,566 8,945 Reconciling items: Depreciation (1,903) (1,591) (3,829) (3,284) Amortisation of goodwill (289) (284) (592) (562) Amortisation of drydocking (303) (271) (866) (614) Net interest expense (3,167) (2,904) (6,065) (5,865) --------- --------- ----------- --------- Loss income before income taxes (90) (1,089) (2,786) (1,380) --------- --------- ----------- --------- 17 FLEET LIST AT MARCH 31, 2001 Year Vessel Name Vessel Type Capacity Built Flag MERCHANT BRAVERY C RoRo 40 cars 1978 Bahamas 100 trailer units MERCHANT BRILLIANT C RoRo 40 cars 1979 Bahamas 100 trailer units MERCHANT VENTURE C RoRo 55 trailer units 1979 British (Isle of Man) RIVER LUNE C RoRo 49 cars 1983 Bahamas 93 trailer units SAGA MOON C RoRo 50 cars 1984 British 72 trailer units (Gibraltar) MISTRAL C Passenger/Car 2,386 passengers 1981 Bahamas Ferry 700 cars SCIROCCO C Passenger/Car 1,315 passengers 1974 Bahamas Ferry 296 cars 30 trailer units DAWN MERCHANT C RoPax 250 passengers 1998 British (Isle of 136 trailer units Man) BRAVE MERCHANT C RoPax 250 passengers 1999 British (Isle of 136 trailer units Man) NORTHERN MERCHANT* RoPax 250 passengers 2000 British 136 trailer units MIDNIGHT MERCHANT* RoPax 250 passengers 2000 British 136 trailer units LAGAN VIKING RoPax 330 passengers 1997 Italian 180 trailer units MERSEY VIKING RoPax 330 passengers 1997 Italian 18 180 trailer units C Collateral vessel securing 9% Ship Mortgage Notes * Operated under an operating lease. CENARGO INTERNATIONAL PLC HEAD OFFICE - Puttenham Priory Puttenham Surrey GU3 1AR Telephone + 44 1483 241000 Facsimile + 44 1483 241010 19 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. CENARGO INTERNATIONAL PLC (registrant) Dated: May 18, 2001 By: /s/ Michael Hendry ___________________ Michael Hendry Chairman 20 02442003.AA9