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EXCEL - IDEA: XBRL DOCUMENT - United Maritime Group, LLCFinancial_Report.xls

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K/A

Amendment No. 1

 

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

For the fiscal year ended December 31, 2011

or

 

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

For the transition period from            to            .

Commission File Number 333-165796

 

 

UNITED MARITIME GROUP, LLC

(Exact name of registrant as specified in its charter)

 

 

 

FLORIDA   59-2147756

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

601 S. Harbour Island Blvd., Suite 230

Tampa, FL 33602

(Address of principal executive offices)

(813) 209-4200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

 

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨     No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨     No  x

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The registrant is a wholly-owned subsidiary of GS Maritime Intermediate Holding LLC (“Intermediate Holding Company”), which is a wholly-owned subsidiary of GS Maritime Holding LLC (the “Holding Company”). As of December 31, 2011, there were 100,491 membership units of the Holding Company outstanding. There is no trading market for the membership units of the Holding Company, Intermediate Holding Company or the registrant.

 

 

 


EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 of United Maritime Group, LLC (the “Company”) filed with the Securities and Exchange Commission on March 30, 2012 (the “Form 10-K”) is to update Exhibit 101 to the Form 10-K. The version of Exhibit 101 originally furnished with the Form 10-K was incorrect due to a filing error by the Company’s financial printer.

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K (other than Exhibit 101).


PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this Report:

 

  1. Financial Statements:

See Item 8, “Financial Statements and Supplementary Data.”

 

  2. Financial Statement Schedules

N/A

 

  3. Exhibits:

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto, and incorporated by reference herein.

Exhibits and Financial Statement Schedules

(a) (b) (c) (d) (e) Exhibits

 

Exhibit
No.

  

Description

    3.1

   Certificate of Conversion of United Maritime Group, LLC.(a)

    3.2

   Articles of Organization of United Maritime Group, LLC.(a)

    3.3

   Certificate of Incorporation of United Maritime Group Finance Corp.(a)

    3.4

   Bylaws of United Maritime Group Finance Corp.(a)

    4.1

   Indenture, by and among United Maritime Group, LLC and United Maritime Group Finance Corp, as Issuers, certain of their subsidiaries and affiliates, as Guarantors, and Wells Fargo Bank, National Association, as Trustee and as Collateral agent, dated December 22, 2009.(a)

    4.2

   Form of 11 3/4% Senior Secured Note due 2015.(a)

    4.3

   Registration Rights Agreement, by and among United Maritime Group, LLC and United Maritime Finance Corp, as Co-Issuers, certain of their subsidiaries and affiliates, as Subsidiary Guarantors, and Jefferies & Company, Inc., Banc of America Securities LLC and Wells Fargo Securities, LLC as Representatives of the Initial Purchasers, dated December 22, 2009.(a)

  10.1

   Loan and Security Agreement, dated as of the December 22, 2009, by and among Bank of America, National Association as administrative agent, co-collateral agent and security trustee, and the other lenders thereunder, the Borrowers, Banc of America Securities LLC, Wells Fargo Foothill, LLC and Jefferies Finance LLC, as joint lead arrangers and book managers and Wells Fargo Foothill, LLC, as co-collateral agent.(a)

  10.2

   Amendment No. 1 to Loan and Security Agreement, dated as of February 11, 2010, by and among Bank of America, National Association as administrative agent, co-collateral agent and security trustee, and the other lenders thereunder, the Borrowers, Banc of America Securities LLC, Wells Fargo Capital Finance, LLC and Jefferies Finance LLC, as joint lead arrangers and book managers and Wells Fargo Capital Finance, LLC, as co-collateral agent.(a)


  10.3

   Intercreditor Agreement, by and among Bank of America, N.A., in its capacity as Administrative Agent, Collateral Agent, and Security Trustee, and Wells Fargo Bank, National Association, in its capacity as Trustee, Collateral Agent and Security Trustee, and GS Maritime Intermediate Holding, LLC, United Maritime Group, LLC, U.S. United Barge Line, LLC, U.S. United Ocean Services, LLC, U.S. United Bulk Terminal, LLC, U.S. United Inland Services, LLC, UMG Towing, LLC, U.S. United Bulk Logistics, LLC, U.S. United Ocean Holding, LLC, U.S. United Ocean Holding II, LLC, Tina Litrico, LLC, Mary Ann Hudson, LLC, Sheila McDevitt, LLC, Marie Flood, LLC and United Maritime Group Finance Corp., dated December 22, 2009.(a)

  10.4

   General Security Agreement, by and among United Maritime Group, LLC, United Maritime Group Finance Corp., U.S. United Bulk Terminal, LLC, U.S. Ocean Services, LLC, UMG Towing, LLC, U.S. United Barge Line, LLC, U.S. United Bulk Logistics, LLC, U.S. United Ocean Holding, LLC, U.S. United Ocean Holding II, LLC, U.S. United Inland Services, LLC, Marie Flood, LLC, Sheila McDevitt, LLC, Mary Ann Hudson, LLC, Tina Litrico, LLC, as Grantors, and Wells Fargo Bank, National Association, as Collateral Agent and Security Trustee, dated December 22, 2009.(a)

  10.5

   Pledge Agreement, by and among United Maritime Group, LLC, U.S. Barge Line, LLC, U.S. United Ocean Services, LLC, as Pledgors and Wells Fargo Bank, National Association, as Pledgee, dated December 22, 2009.(a)

  10.6

   Employment Agreement by and among TECO Transportation Corporation and Sal Litrico, dated October 29, 2007.(a)

  10.7

   Employment Agreement by and among United Maritime Group, LLC and Walter Bromfield, dated July 24, 2008.(a)

  10.8

   Employment Agreement by and among TECO Transportation Corporation and Timothy Bresnahan, dated October 29, 2007.(a)

  10.9

   Employment Agreement by and among TECO Transportation Corporation and Neil McManus, dated October 29, 2007.(a)

  10.10

   Employment Agreement by and among TECO Transportation Corporation and Clifford Johnson, dated October 29, 2007.(a)

  10.11

   Tampa Electric Company Contract, by and among Tampa Electric Company and United Maritime Group, LLC, U.S. United Barge Line, LLC, U.S. United Ocean Services, LLC, dated July 21, 2008.(a)

  10.12

   Mosaic Corporation Contract, by and among Mosaic Fertilizer, LLC and TECO Ocean Shipping Company, dated October 12, 2007.(a)

  10.13

   U.S. United Bulk Terminal, LLC Lease #1 (Davant, Louisiana) (646 Acres), by and among Chalin O. Perez and Electro-Coal Transfer Corporation, dated January 1, 1979.(a)

  10.14

   U.S. United Bulk Terminal, LLC Lease #2 (Davant, Louisiana) (107 Acres), by and among Clara Lopez D’Aquilla, Beverly Lopez, Helen Lopez Languirand and John M. Lopez (“Lessor”) and Electro-Coal Transfer Corporation, dated February 3, 1997.(a)

  10.15

   Employment Agreement by and among United Maritime Group, LLC and Jason Grant, dated July 26, 2010. (b)

  10.16

   Separation Agreement by and among United Maritime Group, LLC and Sal Litrico dated, October 4, 2010. (c)

  10.17

   Separation Agreement by and among United Maritime Group, LLC and Timothy Bresnahan, dated October 1, 2010. (c)

  10.18

   Form of Employee Agreement Amendment dated November 12, 2010. (c)

  10.19

   Employment Agreement by and among United Maritime Group, LLC and John Binion, dated March 19, 2010.(e)

  10.20

   Profit Unit Agreement by and among United Maritime Group, LLC and John Binion dated, March 19, 2010.(e)

  10.21

   Joinder Agreement by and among United Maritime Group, LLC and John Binion dated, March 19, 2010.(e)


  10.22

   Non-Interference and Severance Agreement by and among United Maritime Group, LLC and Neil McManus, dated December 9, 2010. (d)

  10.23

   United Maritime Group, LLC 2011 Executive Incentive Plan.(e)

  10.24

   Non-Interference and Severance Agreement by and among United Maritime Group, LLC and David Bradford, dated July 9, 2011. (f)

  10.25

   Non-Interference and Severance Agreement by and among United Maritime Group, LLC and Richard Barnes, dated July 9, 2011. (f)

  10.26

   Separation Agreement by and among United Maritime Group, LLC and Walt Bromfield, dated Janaury 13, 2012. (g)

  12.1

   Statement of Computation of Ratio of Earnings to Fixed Charges. (e)

  21

   Subsidiaries of United Maritime Group, LLC.(a)

  31.1

   Certificate of the Principal Executive Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)

  31.2

   Certificate of the Principal Financial Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)

  32.1

   Written Statement of Steven Green, Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)

  32.2

   Written Statement of Jason Grant, Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)

101.INS

   XBRL Instance Document. (1)

101.SCH

   XBRL Taxonomy Extension Schema. (1)

101.CAL

   XBRL Taxonomy Extension Calculation Linkbase. (1)

101.DEF

   XBRL Taxonomy Definition Linkbase. (1)

101.LAB

   XBRL Taxonomy Extension Label Linkbase. (1)

101.PRE

   XBRL Taxonomy Extension Presentation Linkbase. (1)

 

(1) 

Pursuant to Rule 406T of U.S, Securities and Exchange Commission Regulation S-T, the interactive data files on Exhibit 101 of this report are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

(2) 

Previously filed.

(3) 

Previously furnished.

(a) Incorporated by reference to United Maritime Group, LLC’s and United Maritime Group Finance Corp.’s From S-4 filed with the SEC on March 31, 2010 — (No. 333-165796).
(b) Incorporated by reference to United Maritime Group, LLC’s Form 10-Q filed with the SEC on August 16, 2010 — (No. 333-165796).
(c) Incorporated by reference to United Maritime Group, LLC’s Form 10-Q filed with the SEC on November 12, 2010 — (No. 333-165796).
(d) Incorporated by reference to United Maritime Group, LLC’s Form 8-K filed with the SEC on December 9, 2010 — (No. 333-165796).
(e) Incorporated by reference to United Maritime Group, LLC’s Form 10-K filed with the SEC on March 30, 2011 — (No. 333-165796).
(f) Incorporated by reference to United Maritime Group, LLC’s Form 8-K filed with the SEC on September 6, 2011 — (No. 333-165796).
(g) Incorporated by reference to United Maritime Group, LLC’s Form 10-Q filed with the SEC on November 14, 2011 — (No. 333-165796).
(h) Incorporated by reference to United Maritime Group, LLC’s Form 8-K filed with the SEC on January 13, 2012 — (No. 333-165796).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, United Maritime Group, LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

UNITED MARITIME GROUP, LLC
By:  

/s/    David Bradford        

  David Bradford
  Vice President Finance (duly authorized signatory, principal accounting officer of the Company)

Date: April 23, 2012