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 June, 2002 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, 2002 containing a Management's Discussion and Analysis of Financial Condition and Results of Operation and Unaudited Consolidated Financial Statements. CENARGO INTERNATIONAL PLC QUARTERLY REPORT MARCH 31, 2002 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Depreciation for the 2002 quarter has increased by 0.3 million pounds sterling to Cenargo, an English company, is a diversified 2.2 million pounds sterling compared to 1.9 international transportation group specialising million pounds sterling in the 2001 quarter. in European freight and passenger ferry This mainly arises as a result of the services, international ship owning and inclusion of capital costs of Lagan and chartering, the movement of surface and Mersey Viking purchased in March 2001. airfreight and the management of freight logistics. General and administration expenses for the 2002 quarter increased by 1.0 million pounds RESULTS OF OPERATIONS sterling to 3.1 million pounds sterling compared to 2.1 million pounds sterling in Three months ended March 31, 2002 compared to the 2001 quarter. This partly arises from three months ended March 31, 2001. increased activities in logistics with the leasing of additional premises at Milton and Operating Revenues Heston and the appointment of a management team responsible for the development of the Operating revenues decreased in the second logistics activities. It also reflects quarter ended March 31, 2002 (the `2002 increased expenditure on marketing, sales quarter') by 1.4 million pounds sterling to 28.3 and computer systems in relation to the million pounds sterling compared to 29.7 million Irish Sea. pounds sterling in the second quarter ended March 31, 2001 (the `2001 quarter'). The Primarily as a result of these developments decrease comprises a 1.6 million pounds sterling total operating expenses increased by 2.0 reduction in Irish Sea revenues, and a 0.2 million pounds sterling to 28.5 million million pounds sterling increase in logistics pounds sterling for the 2002 quarter and other income. The reduction of 1.6 million compared to 26.5 million pounds sterling for pounds sterling in Irish Sea revenues is mainly the 2001 quarter. attributable to operational problems with the company's vessels coinciding with the decision Net Operating Income to change ship managers and the consequent loss of customer confidence and support. It is also As a result of the foregoing factors net attributable to increased competition. The operating income decreased by 3.4 million increase of 0.2 million pounds sterling in pounds sterling to an operating loss of 0.3 logistics' revenues represents increased levels million pounds sterling for the 2002 quarter of business from the group's logistics' compared to net operating income of 3.2 operations. million pounds sterling in the 2001 quarter. Operating Expenses Other Income/ Expenses Vessel and other operating costs increased by Interest expense in the 2002 quarter 0.2 million pounds sterling to 22.5 million increased by 0.2 million pounds sterling to pounds sterling compared to 22.3 million pounds 3.5 million pounds sterling compared to 3.3 sterling in the 2001 quarter. This is mainly million pounds sterling in the 2001 quarter. attributable to the extra costs incurred in ship This mainly represents the costs of the maintenance and repair as a result of the financing of Lagan and Mersey Viking operational problems mentioned above. It also purchased in March 2001. includes the start up costs arising from the expansion of the company's warehousing Net Loss facilities in the South Midlands and South East of the United Kingdom at Milton and Heston As a result of the foregoing factors the net respectively. loss increased by 3.7 million pounds sterling to breakeven in the 2002 quarter, compared to breakeven in the 2001 quarter. Six months ended 31st March 2002 compared to six months ended 31st March 2001. Operating Revenues Primarily as a result of these developments the total operating expenses increased in Operating revenues in the six months ended March the 2002 period by 0.5 million pounds 31, 2002 (the `2002 period') decreased by 0.5 sterling to 56.9 million pounds sterling million pounds sterling to 59.2 million pounds compared to 56.4 million pounds sterling in sterling compared to 59.7 million pounds the 2001 period. sterling in the six months to March 31, 2001 (the `2001 period'). The decrease comprises a Net Operating Income reduction of 1.1 million pounds sterling in Irish Sea revenues and an increase of 0.6 As a result of the foregoing factors net million pounds sterling in logistics' revenues. operating income decreased by 1.0 million pounds sterling to 2.3 million pounds The reduction in Irish Sea revenue is mainly sterling in the 2002 period compared to 3.3 attributable to the operating difficulties million pounds sterling in the 2001 period. incurred mainly during the Quarter to 31 March 2002 (see above). The increase in logistics' revenues is mainly attributable to increased levels of business. Other Income / Expenses Operating Expenses Interest expense in the 2002 period increased by 0.7 million pounds sterling to Vessel and other operating expenses decreased in 7.1 million pounds sterling compared to 6.4 the 2002 period by 1.4 million pounds sterling million pounds sterling in the 2001 period. to 46.0 million pounds sterling compared to 47.4 This mainly represents the cost of the million pounds sterling in the 2001 period. This financing of Lagan and Mersey Viking reduction takes into account the benefit of purchased in March 2001. owning the Mersey and Lagan Viking from March 2001 rather than chartering them as previously. Net Loss The full reduction is offset by significant extra and largely non recurrent costs connected As a result of the foregoing the net loss with the company's vessels associated with the for the 2002 period increased by 1.4 million operational problems mainly in Quarter 2. The pounds sterling to 3.3 million pounds 2002 period also includes the additional sterling compared to 1.9 million pounds operating costs relating to the expansion of the sterling in the 2001 period. company's warehousing facilities. Depreciation for the 2002 period increased by 0.5 million Liquidity and Capital Reserves pounds sterling to 4.3 million pounds sterling from 3.8 million pounds sterling in the 2001 Total shareholders' equity at March 31, 2002 period. This mainly reflects capital costs was 20.0 million pounds sterling compared to associated with the Lagan and Mersey Viking. 24.5 million pounds sterling at March 31, 2001. The decrease of 4.5 million pounds Amortisation of drydocking in the 2002 period sterling is represented by a net loss for decreased by 0.2 million pounds sterling to 0.7 the twelve months of 5.5 million pounds million pounds sterling from 0.9 million pounds sterling less an accumulated other sterling in the 2001 period, mainly due to the comprehensive income adjustment of 1.0 phasing of drydocking the group's fleet. million pounds sterling. General and administrative expenses in the 2002 Long term debt at March 31, 2002 mainly period increased by 1.4 million pounds sterling consists of 121.7 million pounds sterling of to 5.4 million pounds sterling from 4.0 million 9 3/4% First Priority Ship Mortgage Notes, and pounds sterling in the 2001 period. This mainly 40.4 million pounds sterling mainly relating represents increased marketing selling and IT to the purchase of the Lagan and Mersey costs in relation to the Irish Sea and expansion Viking in March 2001. of the logistics' facilities. On March 31, 2002 the Company had cash and cash equivalents of 7.4 million pounds sterling compared to 10.3 million pounds sterling at March 31, 2001. The Company's free cash at March 31, 2002 was 2.0 million pounds sterling. Taxation In January 2002, Lagan Viking, one of the key RoPax vessels on the Liverpool - Belfast The UK Treasury published the Finance Bill in service entered dry dock for a scheduled April 2000, including the proposed UK tonnage overhaul. The dry dock was estimated to tax regime. The bill became law in late take 14 days but actually lasted 32 days. summer 2000. While the Lagan Viking was in dry dock and The tonnage tax regime allows UK shipping out of service the other key RoPax ship on companies to elect to pay corporate tax based on the Belfast - Liverpool route experienced a nominal profit derived from the net tonnage of generator failures which stopped the ship its ships. Non shipping activities will be "ring for 3 days and restricted her use to fenced" and taxed as before, based on taxable freight-only vessel (no passengers or net income. The regime is intended to promote drivers) for a further 5 days. the UK shipping industry and its competitive position. The result of these disruptions forced customers to switch their support to Cenargo has opted to join the the tonnage tax alternative services in January where they regime from October 1, 2002. This will allow remained during February. The Company began Cenargo to operate its ferry and shipping to regain customer confidence during March business virtually tax-free. Transitional rules and volumes increased. of the regime mean that the majority of the Volumes carried during the quarter by month Company's deferred tax liability (9.1 million were as follows: pounds sterling at March 31, 2002) will be extinguished over a seven year period at ETUs JAN FEB MAR TOTAL ---------------------------------------------- approximately 15% per annum. Liverpool - Belfast 7,785 9,593 10,695 28,073 Heysham - Belfast 8,059 7,568 9,092 24,719 SEGMENT ANALYSIS Liverpool - Dublin 9,452 8,919 9,213 27,584 Irish Sea Heysham - Dublin 5,588 5,183 5,708 16,479 30,884 31,263 34,708 96,855 The results of the last quarter were significantly lower than the same quarter last Total volumes were approximately 14% lower year. than during the same quarter last year. Revenues were approximately 10% lower than At the end of the previous (1st) quarter and the same quarter last year. during the early part of this (2nd) quarter the Company has suffered significant ship Volumes are gradually being restored after operational technical problems which have January's operational difficulties but the resulted in severe disruption to both our disruption to the Company's service occurred Belfast services (Heysham and Liverpool). This while the annual freight rate negotiations has come at a time when our major competitor were underway and it is too early to predict increased capacity and undercut rates. the impact on our budgeted freight rate increases. In December 2001 Merchant Bravery operating on the Heysham - Belfast service suffered a The Company believes the technical problems prolonged engine breakdown and was out of encountered on their ships was symptomatic service for 24 days. This breakdown followed of the deteriorating service quality unrelated technical problems on the Company's received from their third party ship chartered ship, Varbola, out of service for 27 managers which had been noted over a days meaning that during much of Q1 the Heysham prolonged period. We have put the managers - - Belfast service was operated by three ships on notice of the deficiencies and a 3 month and not the advertised four ships. While these notice of termination was served in November breakdowns had less impact on the Q1 result, the 2001. full effect has been felt during Q2 as technical problems have continued to affect service levels. New ship managers, Bluewater Marine Management These scheduling benefits enable us to Limited, (Bluewater) took over the management of introduce an additional vessel on this the Company's fleet on 1st March 2002. The Liverpool - Belfast route, increasing the Company has acquired 49% of the equity in sailing frequency and thus encouraging the Bluewater which will enable it to exercise a transfer of freight traffic which would tighter control over the quality of its ship otherwise use the far northern corridor management. Bluewater is a dedicated and between Larne and Stranraer (Scotland). The focused ship manager specialising in ferry, increased frequency opens our service to new RoPax and RoRo vessels only. The Company has major users particularly the `just in time' already noted a marked improvement in their ship supermarket suppliers. This is a operations and performance with no significant significant new market for the Company where stoppages since the Bluewater takeover. current trailer movements total some 370,000 per annum. The Company's major competitor, P&O, introduced additional capacity on their Dublin and Larne The new all tidal, all weather Liverpool - (Northern Ireland) routes. P&O were operating Belfast service shortens road journeys by two RoPax ships out of Mostyn (a small private some 500 miles per round trip and will port in North Wales) and introduced two assist our customers to comply with current additional RoPax ships on their Liverpool - tachograph restrictions (work-rest cycles) Dublin service (replacing two smaller and future European working time directive freighters). All four of these RoPax ships are legislation. similar in capacity to the Company's own vessels. This additional tonnage amounts to a The combination of improved ship performance 30% increase in capacity. P&O also lowered and service frequency from our new freight rates in the Liverpool-Larne trade lane Riverberth should afford the Company a which competes directly with the company's significant competitive advantage and directly with the company's Liverpool-Belfast increase cargo volumes at `sensible' rates. service. Ferrimaroc The Company had anticipated the advertised Mostyn initiative but the last minute switch of Ferrimaroc continues to operate to budget. two large RoPax ships, to the Liverpool - A sailing schedule covering the winter Dublin route was unexpected and unwelcome. months has been agreed with the competitor pool. The Company's share of the Almeria - More positively the new Riverberth, which has Nador market during the quarter has been been built for the Company's sole use, is almost almost 60%, with an almost 22% increase in complete. Initial berthing trials have been the market during the quarter compared to successful and the Company intends to switch its the same period last year. Liverpool - Belfast service onto the Riverberth on 17th June 2002, followed by its Liverpool - An agreement has been reached with the Dublin service in mid-August 2002. This affords Moroccan authorities whereby the Company can us a number of competitive advantages. The operate both its vessels during the summer Liverpool - Belfast vessels will be able to rather than charter Scirocco, the smaller round-trip daily rather than alternate days as one, out to one of the competitor pool. at present thus immediately increasing our This authorisation is on the basis that a frequency. This provides nearly 18% extra further Moroccan line (Comanav) charters 50% capacity at marginal cost (fuel and port unit of Scirocco and is thus entitled to 50% of charges). The Riverberth allows our vessels to the net earnings of that ship during the leave later, particularly at night, and still summer. This arrangement should lead to arrive at their destination in optimum time. improved results during the summer period This affords greater flexibility to our compared to last year. customers and should capture increased traffic. Logistics FORWARD LOOKING STATEMENTS The decision was taken at the end of fiscal 2001 This release contains forward looking to expand the Group's geographical coverage statements (as defined in Section 21E of the within the UK by renting warehouse space in Securities Act 1934, as amended) which Milton (South Midlands) and Heathrow (South East reflect management's current views with England). The start up costs associated with respect to certain future events and this programme have been significant during the performance, including statements relating first half of fiscal 2002. The benefit of the to multi purpose vessel charters and Irish rent free periods on both warehouses has been sea freight ferry volumes and rates, spread over the full period of the leases, to logistics and cash. The following factors comply with current accounting standards. A are among those that could cause actual managing director responsible for the Company's results to differ materially from the logistics' operations was appointed on 1 January forward looking statements, which involve 2002. His experience covers most aspects of risks and uncertainties, and that should be logistics but especially pick and pack and the considered in evaluating any such direct selling industry. He also brings statements: changes in the political pan-European distribution experience. environment in Northern Ireland and Eire, Spain and Morocco, changes in the level of Several contracts have been won or are in competition in the Irish Sea and negotiation covering all the Company's Mediterranean, changes in the ability to facilities, including pick and pack and other provide a regular scheduled service on the added value requirements. Irish sea and the company's Mediterranean service. 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. Unaudited Consolidated Statements of Income Three Months Ended March 31, 2002, 2001 (Expressed in thousands of pounds sterling) 2002 2001 Operating revenues Charterhire income 3,690 3,746 Ferry service income (3b) 19,699 21,256 Logistics and other income 4,935 4,719 ----------------------------------- 28,324 29,721 ----------------------------------- Operating expenses Vessel and other operating costs 22,480 22,316 Depreciation 2,196 1,903 Amortisation of drydocking 365 303 Goodwill amortisation 298 289 General andadministrative exps 3,117 2,069 Foreign exchange loss/(gain) 128 (312) ------------------------------------ 28,584 26,568 ------------------------------------ Operating (loss)/income (260) 3,153 Other income (expense) Interest income 50 117 Interest expense (3,529) (3,284) Loss on disposal of assets (5) (76) ------------------------------------ (3,484) (3,243) ------------------------------------ Loss before income taxes (3,744) (90) Income taxes 1,124 68 Minority Interests - - Net Loss (2,620) (22) ------------------------------------ Additional financial information EBITDA (note 4) 2,594 5,572 EBITDA to interest expense, net 0.75x 1.8x Unaudited Consolidated Statements of Income Six Months Ended March 31, 2002, 2001 (Expressed in thousands of pounds sterling) 2002 2001 Operating revenues Charterhire income 7,629 7,613 Ferry service income (3b) 40,363 41,499 Logistics and other income 11,232 10,620 ----------------------------------- 59,224 59,732 ----------------------------------- Operating expenses Vessel and other operating costs 45,993 47,440 Depreciation 4,283 3,830 Amortisation of drydocking 690 866 Goodwill amortisation 594 592 General and administrative exps 5,407 3,998 Foreign exchange (gain)/loss (44) (347) ------------------------------------ 56,923 56,379 ------------------------------------ Operating income 2,301 3,353 Other income (expense) Interest income 128 307 Interest expense (7,114) (6,372) Gain on disposal of assets (5) (74) ------------------------------------ (6,991) (6,139) ------------------------------------ Loss before income taxes (4,690) (2,786) Income taxes 1,407 882 Minority Interests - - Net Loss (3,283) (1,904) ------------------------------------ Additional financial information EBITDA (note 4) 7,862 8,566 EBITDA to interest expense, net 1.1x 1.4x Unaudited Consolidated Balance Sheets As of March 31, 2002, 2001 (Expressed in thousands of pounds sterling) 2002 2001 Assets Current assets Cash and cash equivalents 1,947 7,179 Cash held in escrow and blocked deposits 5,418 3,124 Trade accounts receivable 18,901 19,047 Other receivables 3,399 2,000 Inventories 716 883 Prepaid expenses and accrued income 3,818 4,044 ------------------------------------ 34,199 36,277 Land and buildings 11,696 12,070 Vessels and equipment 132,454 137,855 Loans to joint ventures 2,807 2,620 Other investments 96 1 Goodwill, net 19,038 20,114 Deferred charges, net 6,145 7,083 Pension fund debtor 3,659 3,467 ------------------------------------ Total assets 210,094 219,487 ------------------------------------ Liabilities and shareholders' equity Current liabilities Current maturities of long-term debt 4,016 4,375 Capital lease obligations 651 683 Trade accounts payable 6,196 5,964 Accrued expenses 5,283 5,584 Accrued interest - ship mortgage notes 3,625 3,534 Other creditors 3,802 2,767 ------------------------------------ 23,573 22,907 ------------------------------------ Long-term liabilities Long-term debt 36,735 41,320 Ship mortgage notes 119,026 121,704 Capital lease obligations 532 909 Other creditors 1,157 524 Deferred taxation 9,107 7,578 ------------------------------------ Total liabilities 190,130 194,942 ------------------------------------ Shareholders' equity Share capital 13 13 Accumulated other comprehensive income: (681) (1,691) Retained earnings 20,632 26,223 ------------------------------------ Total shareholders' equity 19,964 24,545 ------------------------------------ Total liabilities and shareholders' equity 210,094 219,487 ------------------------------------ Unaudited Consolidated Statements of Cash Flows Six Months Ended March 31, 2002, 2001 (Expressed in thousands of pounds sterling) 2002 2001 Operating Activities Net income (loss) (3,283) (1,904) Amortisation of drydocking 690 866 Depreciation & amortisation 4,283 3,830 (Gain)loss on disposition of fixed assets 5 74 Foreign exchange adjustment (3,291) 1,852 Goodwill amortisation 594 592 (Increase) decrease in pension debtor - - (Increase) decrease in trade debtors 1,358 525 (Increase) decrease in other debtors 24 (425) (Increase) decrease in stock 124 144 (Increase) decrease in prepayments and accrued income 4,438 (464) Increase (decrease) in trade creditors (4,608) (202) Increase (decrease) in other creditors 1,314 (1,862) Increase (decrease) in accrued expenses (2,334) 2,556 Increase (decrease) in deferred tax liability (1,407) (3,121) Net cash (used) in operating activities (2,093) (2,461) ------------------------ Investing activities Additions to investments in associated company (96) - Additions to vessels and equipment (1,079) (44,007) Purchase of subsidiary companies, net of cash acquired (50) - Proceeds from sale of capital assets - - (1,225) (44,007) ------------------------ Financing activities Proceeds from long-term debt - 41,991 Repayment of long-term debt (2,179) - Due to joint ventures (163) 246 Repayments of capital leases (307) (425) Proceeds from capital leases - - Deferred charges paid (drydockings) (1,480) - (4,129) 41,812 ----------------------- Net increase (decrease) in cash and cash equivalents (7,447) 266 Cash and cash equivalents at beginning of period 14,812 10,037 ----------------------- Cash and cash equivalents at end of period 7,365 10,303 ----------------------- Notes to Unaudited Consolidated Financial Statements March 31, 2002, 2001 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, 2002 and 2001. 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, 2002 and 2001 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 ---------- ------- -------- Balance at September 30, 2000 (1,041) 12 24,448 Net income (loss) (2,732) - 1,775 ------------- ----------- ----------- Balance at March 31, 2001 (1,691) 12 26,223 ============= =========== =========== Balance at September 30, 2001 (391) 12 23,915 Net income (loss) (290) - (3,283) ------------- ----------- ------------ Balance at March 31, 2002 (681) 12 20,632 ============= =========== =========== 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. Notes to Unaudited Consolidated Financial Statements March 31, 2002, 2001 (b) The Company continues to pursue claims for damages relating to operations in Spain. The total claims amount to 21.5 million pounds sterling of which 7 million pounds sterling has been received and recognised in previous years. 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. Shipowning & Irish Sea Logistics Chartering Ferries Ferrimaroc and Other Less Corporate Total Three Months to March 31, 2002 Revenue 17,323 2,375 4,935 3,690 28,323 EBITDA 2,330 286 (287) 245 2,594 Tangible assets 120,458 9,744 5,220 8,728 144,150 Capital expenditure 269 - 253 - 522 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 Six months to March 31, 2002 Revenue 35,786 4,576 11,232 7,629 59,223 EBITDA 6,646 375 (259) 1,100 7,862 Capital expenditure 523 - 556 - 1,079 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 Notes to Unaudited Consolidated Financial Statements March 31, 2002, 2001 4. Segment Information (continued) 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 pounds Sterling: Three months Ended March 31 Six months Ended March 31 2002 2001 2002 2001 ---- ---- ---- ---- EBITDA 2,594 5,572 7,863 8,566 Reconciling items: Depreciation (2,196) (1,903) (4,283) (3,829) Amortisation of goodwill (298) (289) (594) (592) Amortisation of drydocking (365) (303) (690) (866) Net interest expense (3,479) (3,167) (6,986) (6,065) ------------- ------------ --------------- ---------------- Loss income before income taxes (3,744) (90) (4,690) (2,786) ------------- ------------ --------------- ---------------- FLEET LIST AT MARCH 31, 2002 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 (Gibraltar) 72 trailer units 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 Man) 136 trailer units BRAVE MERCHANT C RoPax 250 passengers 1999 British (Isle of Man) 136 trailer units 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 180 trailer units C Collateral vessel securing 9 3/4% Ship Mortgage Notes * Operated under an operating lease. <Page> 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: June 5, 2002 By: /s/ Michael Hendry ------------------------ Michael Hendry Chairman #328216